BASE Form 4: CEO Matthew Cain Disposes 23,211 Shares at ~$24.38

Rhea-AI Filing Summary

Matthew M. Cain, Chair, President and CEO of Couchbase, Inc. (BASE), reported planned insider sales under a Rule 10b5-1 trading plan. The Form 4 shows two transactions: on 08/29/2025 he sold 5,542 shares at a weighted-average price of $24.3898 and on 09/02/2025 he sold 17,669 shares at a weighted-average price of $24.3823. The reported sales were made pursuant to a 10b5-1 plan adopted on 10/03/2024. Following the reported transactions Cain beneficially owned 847,407 shares after the first sale and 829,738 shares after the second sale. The form is signed by Margaret Chow by power of attorney on behalf of Mr. Cain on 09/03/2025.

Positive

• Trades executed under a Rule 10b5-1 plan, indicating the sales were pre-planned and may provide an affirmative defense against insider trading claims
• Full disclosure of weighted-average prices and price ranges for the multiple transactions is provided in the filing

Negative

• Insider beneficial ownership declined by 23,211 shares (5,542 + 17,669) as a result of the reported dispositions
• CEO reduced direct holdings to 829,738 shares following the most recent reported sale

Insights

Corporate Governance Expert

TL;DR: Insider sales were executed under a pre-established 10b5-1 plan, reducing beneficial ownership but complying with an affirmative defense.

The filings indicate the CEO executed sales via a Rule 10b5-1 plan adopted on 10/03/2024, which typically provides an affirmative defense to insider trading allegations if properly structured and documented. Two discrete dispositions totaled 23,211 shares at weighted-average prices near $24.38. Use of a plan suggests the trades were pre-planned rather than opportunistic, but the filings do reduce executive ownership and should be monitored in conjunction with future disclosures.

Securities Analyst

TL;DR: The CEO sold a modest number of shares under an established trading plan; transactions are factual disclosures without performance data.

The reported sales—5,542 shares on 08/29/2025 and 17,669 shares on 09/02/2025 at weighted-average prices of $24.3898 and $24.3823 respectively—are clearly documented. These are dispositions, not purchases, and the filings do not include any company operating or financial results. From an analysis standpoint, the transactions are informative about insider liquidity but carry no direct implication about company fundamentals given the plan-based nature of the trades.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cain Matthew M

(Last) (First) (Middle)

C/O COUCHBASE, INC.

3155 OLSEN DR., SUITE 150

(Street)

SAN JOSE CA 95117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Couchbase, Inc. [ BASE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, President, and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/29/2025		S		5,542(1)	D	$24.3898(2)	847,407	D
Common Stock	09/02/2025		S		17,669(1)	D	$24.3823(3)	829,738	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 10/3/2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.3800 to $24.4000, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.3700 to $24.4000, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Margaret Chow, by Power of Attorney for Matthew M. Cain	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What trades did Matthew M. Cain (BASE) report on this Form 4?

He reported two sales totaling 23,211 shares: 5,542 shares sold on 08/29/2025 and 17,669 shares sold on 09/02/2025.

Were these sales part of a preplanned trading program?

Yes. The filing states the sales were made pursuant to a Rule 10b5-1 trading plan adopted on 10/03/2024.

At what prices were the shares sold?

Weighted-average prices are reported: $24.3898 for the 08/29/2025 sales (range $24.3800–$24.4000) and $24.3823 for the 09/02/2025 sales (range $24.3700–$24.4000).

How many shares does Mr. Cain beneficially own after these transactions?

He beneficially owned 847,407 shares after the 08/29/2025 sale and 829,738 shares after the 09/02/2025 sale.

Who signed the Form 4 on behalf of Matthew M. Cain?

Margaret Chow signed by Power of Attorney for Matthew M. Cain on 09/03/2025, as indicated on the filing.