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Couchbase Form 4: Christensen offloads 7.9k shares, gets 520 RSUs

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Couchbase, Inc. (BASE) filed a Form 4 on 18 Jun 2025 detailing director Lynn M. Christensen’s June transactions.

  • RSU vesting: 520 restricted stock units vested on 16 Jun 2025 and converted to common stock at no cost.
  • Planned share sale: On 17 Jun 2025 the director sold 7,933 shares at a weighted-average price of $20.0124 (range $20.00-$20.07) pursuant to a Rule 10b5-1 plan adopted 1 Oct 2024.
  • Remaining ownership: Direct holdings declined from 19,920 to 11,987 shares, a reduction of roughly 40%.

No derivative securities were involved, and the filing reflects routine equity compensation coupled with a pre-scheduled disposition rather than an opportunistic sale.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Small, pre-planned insider sale—signal is neutral for the stock.

The 7,933-share disposal equals about 0.02% of Couchbase’s 40 million-plus share count and was executed under a previously adopted 10b5-1 plan. The modest dollar value (~$158 k) and continued 12 k-share holding limit negative signalling. The simultaneous vesting of 520 RSUs is standard board compensation. Overall, I view the event as immaterial to valuation or liquidity, though it modestly trims insider ownership.

TL;DR: Director cut stake by ~40%; optics lean mildly negative.

While the sale followed Rule 10b5-1 safeguards, Christensen’s direct stake dropped from 19,920 to 11,987 shares. Such a sizeable percentage reduction can raise questions on long-term commitment, especially given the absence of simultaneous purchases. Still, the absolute size is small relative to market cap, and the director retains a meaningful position. Governance risk remains low, but investor perception could skew slightly bearish.

Insider Christensen Lynn M
Role Director
Sold 7,933 shs ($159K)
Type Security Shares Price Value
Sale Common Stock 7,933 $20.0124 $159K
Grant/Award Common Stock 520 $0.00 --
Holdings After Transaction: Common Stock — 11,987 shares (Direct)
Footnotes (1)
  1. This represents an award of restricted stock units to the Issuer's non-employee director. Each unit represents a contingent right to receive one share of the Issuer's common stock upon vesting. One hundred percent (100%) of the restricted stock units vested on June 16, 2025. 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 10/1/2024. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.0000 to $20.0700, 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.
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Form 4 Insider Transactions: What Each Field Means →
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*
Christensen Lynn 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025
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 06/16/2025 A 520(1) A $0 19,920 D
Common Stock 06/17/2025 S 7,933(2) D $20.0124(3) 11,987 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. This represents an award of restricted stock units to the Issuer's non-employee director. Each unit represents a contingent right to receive one share of the Issuer's common stock upon vesting. One hundred percent (100%) of the restricted stock units vested on June 16, 2025.
2. 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 10/1/2024.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.0000 to $20.0700, 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 Lynn M. Christensen 06/18/2025
** 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.

Source: View Original Filing on SEC EDGAR