BASE Merger: Director’s 37,738 Shares and 121,623 Options Converted to Cash

Rhea-AI Filing Summary

Couchbase, Inc. director David C. Scott reported transactions tied to a merger that closed on 09/24/2025. At the effective time of the merger, Couchbase became a wholly owned subsidiary of Cascade Parent Inc., and outstanding common shares were converted into the right to receive $24.50 per share in cash. The filing shows 37,738 shares of common stock were disposed and the reporting person holds 0 shares following the transaction. Stock options that were fully vested and in-the-money were cancelled and converted into cash equal to the excess of the per-share price over the exercise price for 121,623 underlying shares, resulting in 0 options remaining. Unvested RSUs were cancelled and converted into contingent cash awards that retain the original vesting schedule and certain acceleration provisions.

Positive

• Per-share cash consideration of $24.50 provides immediate, liquid value to holders of common stock.
• Vested options were cashed out for the spread value, converting illiquid option value into cash.
• Converted RSUs retain prior vesting and acceleration terms, preserving contingent compensation rights for former holders.

Negative

• Reporting person holds 0 shares following the transaction, eliminating any ongoing public equity ownership in Couchbase.
• Vested options and shares were cancelled, so potential future upside in Couchbase equity is lost to former holders.

Insights

Financial Analyst

TL;DR: Merger generated cash consideration for equity holders and converted vested options into cash; director no longer holds equity in Couchbase.

The Form 4 documents a change-of-control settlement where listed common shares and vested options were converted to cash at $24.50 per share. The director's 37,738 common shares and vested option economic interest in 121,623 shares were extinguished in exchange for cash, removing direct equity exposure to the public company. Unvested RSUs became contingent cash awards preserving vesting and acceleration terms, which maintains compensation alignment for continued service or qualifying termination events. This is a routine Section 16 disclosure following a merger consideration payment.

Corporate Governance Expert

TL;DR: The filing reflects standard post-merger treatment of equity: cash-out of stock and in-the-money options, and conversion of RSUs to cash awards with existing vesting.

The Merger Agreement mechanics are explicit: shares were cashed out at a fixed per-share price and vested options were monetized based on the spread over exercise price. The preservation of RSU vesting and acceleration provisions is meaningful for governance and employee retention but does not leave holders with public-company equity rights. The reporting of zero beneficial ownership post-transaction is consistent with complete cash-out treatment under the agreement.

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

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X

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

1. Name and Address of Reporting Person^*

Scott David C

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

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	09/24/2025		D(1)		37,738	D	(2)(3)	0	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
Stock Option (Right to Buy)	$7.45	09/24/2025		D(1)			121,623	(4)	12/12/2028	Common Stock	121,623	(4)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated June 20, 2025, by and among Couchbase, Inc. (the "Issuer"), Cascade Parent Inc. ("Parent") and Cascade Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent.

2. At the effective time of the Merger (the "Effective Time"), these shares were automatically converted solely into the right to receive cash in an amount equal to $24.50 (without interest) per share (the "Per Share Price"), subject to the terms and conditions of the Merger Agreement.

3. At the Effective Time, each outstanding restricted stock unit ("RSU") that was unvested was cancelled and converted solely into the contingent right to receive a cash award (without interest) equal to (i) the total number of shares of common stock subject to such unvested RSU award immediately prior to the Effective Time, multiplied by (ii) the Per Share Price, less applicable withholding taxes. Each converted cash award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested RSU award immediately prior to the Effective Time, except for administrative changes that are not adverse to the former holder of the unvested RSU award.

4. At the Effective Time, this option to purchase shares of the Issuer's common stock was fully vested and had an exercise price per share that was less than or equal to the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of common stock subject to the option, multiplied by (ii) the excess, if any, of the Per Share Price over the exercise price per share of such option, without interest and less any applicable withholding taxes.

	/s/ Margaret Chow, by Power of Attorney for David C. Scott	09/24/2025
	** Signature of Reporting Person	Date
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FAQ

What did Couchbase (BASE) shareholders receive in the merger?

Shareholders received $24.50 per share in cash at the effective time of the merger, according to the Form 4.

How many shares did reporting person David C. Scott dispose of?

David C. Scott disposed of 37,738 shares of common stock and holds 0 shares following the transaction.

What happened to vested stock options held by the reporting person?

121,623 option shares were cancelled and converted into cash equal to the excess of the per-share merger price over the exercise price.

Were unvested RSUs affected by the merger?

Yes. Unvested RSUs were cancelled and converted into contingent cash awards that preserve the original vesting schedule and any acceleration provisions.

When did the merger take effect?

The effective time cited in the filing is 09/24/2025, the transaction date shown on the Form 4.