BASE Form 4: Huw Owen’s Shares and Awards Cashed Out in $24.50 Merger

Rhea-AI Filing Summary

Couchbase, Inc. (BASE) Form 4 filed for Huw Owen, SVP & Chief Revenue Officer, reports transactions tied to the company's June 20, 2025 merger. At the merger's effective time on 09/24/2025, 354,803 common shares reported in Table I were converted into the right to receive cash and are shown as disposed, leaving 0 shares beneficially owned. Equity awards including multiple stock options (totaling 73,395 options) and performance- and time-based restricted stock units (totaling 38,333 PSUs) were cancelled or converted into contingent cash awards.

The merger consideration was $24.50 per share. Of the PSUs, 31,945 were deemed vested at 100% of target and converted into cash; 6,388 remain as time-based PSUs with vesting provisions and potential acceleration. The Form 4 is signed by Margaret Chow by power of attorney for Huw Owen.

Positive

• Merger consideration of $24.50 per share provides a clear, fixed cash value for converted equity
• 31,945 PSUs were deemed 100% vested and converted to cash, crystallizing value for the holder
• Unvested PSUs retained time-based vesting (6,388 shares) with potential acceleration, supporting retention

Negative

• Reporting person no longer holds common stock following the cash-out (0 shares beneficially owned reported)
• Large equity position (354,803 shares) and multiple options were cancelled, eliminating future upside exposure

Insights

Financial Analyst

TL;DR: Insider equity was cashed out at $24.50/share as part of a definitive merger; realized and contingent cash consideration replaced all equity holdings.

The Form 4 documents a routine merger-related liquidation of equity holdings for a senior revenue officer. The conversion of shares, vested PSUs, and in-the-money options into cash at a fixed per-share price simplifies the executive's exposure to equity price risk and crystallizes compensation value. The treatment of unvested PSUs as time-based post-closing preserves some retention mechanics. No new purchases or continuing equity holdings are reported.

Corporate Governance Expert

TL;DR: Transactions reflect standard merger mechanics: automatic cancellation/conversion of equity awards into cash with some retention-linked PSU vesting.

The disclosures align with common merger agreement provisions: automatic cancellation of unvested RSUs into contingent cash awards, conversion of vested PSUs at target, and cash-out of fully vested, in-the-money options for their intrinsic value. The presence of time-based continuation for a subset of PSUs and acceleration provisions for qualifying terminations are governance features that support post-transaction continuity. Power-of-attorney signature is properly noted.

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^*

Owen Huw

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Revenue Officer

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)		354,803	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)	$21.4	09/24/2025		D(1)			10,000	(4)	03/09/2031	Common Stock	10,000	(4)	0	D
Stock Option (Right to Buy)	$7.55	09/24/2025		D(1)			20,000	(4)	09/18/2029	Common Stock	20,000	(4)	0	D
Stock Option (Right to Buy)	$9.95	09/24/2025		D(1)			15,000	(4)	09/17/2030	Common Stock	15,000	(4)	0	D
Stock Option (Right to Buy)	$7.45	09/24/2025		D(1)			28,395	(4)	12/12/2028	Common Stock	28,395	(4)	0	D
Performance-based Restricted Stock Units	(5)(6)	09/24/2025		D(1)			38,333	(5)(6)	01/31/2028	Common Stock	38,333	(5)(6)	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.

5. Reflects an award of performance-based RSUs ("PSU") consisting of: (1) 31,945 shares subject to such PSU award ("Vested PSU"), which, at the Effective Time, all performance goals or other vesting criteria of the Vested PSU award were deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, and such Vested PSU award was cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the total number of shares of common stock subject to such Vested PSU award immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable withholding taxes, and

6. (2) 6,388 shares subject to such PSU award ("Unvested PSU"), which, pursuant to the terms of the Merger Agreement, became subject to time-based vesting at the Effective Time on December 15, 2025, subject to continued status as a service provider through each such date. The Unvested PSU award remains eligible for accelerated vesting in accordance with the applicable severance provisions.

	/s/ Margaret Chow, by Power of Attorney for Huw Owen	09/24/2025
	** Signature of Reporting Person	Date
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FAQ

What did Huw Owen report on the Form 4 for Couchbase (BASE)?

The Form 4 reports that Huw Owen's common shares and equity awards were converted into cash due to a merger, with 354,803 shares disposed and resulting in 0 shares owned after the transaction.

What was the merger cash consideration per share for Couchbase (BASE)?

The Form 4 states the Per Share Price under the Merger Agreement was $24.50 per share.

How were PSUs and RSUs treated in the Couchbase merger for Huw Owen?

Vested PSUs (31,945 shares) were deemed achieved at 100% of target and converted to cash; unvested PSUs (6,388 shares) became time-based with vesting on 12/15/2025 and possible acceleration under severance provisions. Unvested RSUs were converted into contingent cash awards maintaining original vesting terms.

Were any stock options cashed out for Huw Owen in the Couchbase merger?

Yes. Options that were fully vested and in-the-money were cancelled and converted into a cash payment equal to the per-share excess of $24.50 over each option's exercise price.

When did the transactions reported on the Form 4 occur?

The Form 4 lists the transaction date and effective time of the merger as 09/24/2025.