[Form 4] Couchbase, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kevin Efrusy, a director of Couchbase, Inc. (BASE), reported multiple disposals of common stock on 09/24/2025 related to the company's merger. At the effective time of the Merger, all outstanding shares and vested restricted stock units were converted into the right to receive $24.50 per share in cash, and unvested RSUs were cancelled and converted into contingent cash awards that retain their original vesting terms. The Form 4 shows reported disposals across several Accel-related entities and the Efrusy Family Trust, and lists zero shares beneficially owned following the reported transactions.

Positive

• Merger consideration per share is explicit: $24.50 in cash per share at the Effective Time
• Unvested RSUs preserved as contingent cash awards that retain original vesting terms and potential acceleration provisions
• Form 4 clearly discloses related-party and fund distributions and the basis for disclaimers of beneficial ownership

Negative

• Reporting person and related entities show 0 shares beneficially owned following the Merger conversion
• Public equity and voting rights were removed for the reported shares as they were converted to cash at the Effective Time

Insights

Financial Analyst

TL;DR: Merger closed; equity converted to $24.50 per share cash and unvested RSUs became contingent cash awards, eliminating reported share ownership.

The Form 4 documents a corporate transaction-driven disposition rather than an open-market sale. The Agreement and Plan of Merger caused automatic conversion of outstanding common stock and vested RSUs into cash consideration of $24.50 per share. Unvested RSUs were converted into contingent cash awards preserving vesting terms, which maintains potential future economic value for holders tied to prior vesting schedules. The reporting person and related Accel entities report 0 shares beneficially owned following the transactions, indicating full conversion under the Merger Agreement rather than selective shareholder dispositions.

Corporate Governance Expert

TL;DR: Director-level holdings were converted under merger terms; governance effects center on change in public ownership and deferred cash treatment of RSUs.

The filing clarifies that the Merger was structured to convert equity into cash consideration, and that administratively unvested awards will remain subject to original vesting mechanics as contingent cash awards. This preserves contractual vesting protections for non-employee directors while removing share-based ownership and voting rights at the Effective Time. The report also discloses distributions from multiple Accel funds to limited partners in prior periods, consistent with disclosed exemptions, and the reporting person disclaims beneficial ownership except for any pecuniary interest.

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

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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^*

EFRUSY KEVIN

(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)		38,704	D	(2)(3)	0	D
Common Stock	09/24/2025		D(1)		548,874(4)	D	(2)	0	I	Accel X L.P.(5)
Common Stock	09/24/2025		D(1)		146,484	D	(2)	0	I	Accel Growth Fund II Strategic Partners L.P.(5)
Common Stock	09/24/2025		D(1)		217,110	D	(2)	0	I	Accel Growth Fund Investors 2013 L.L.C.(5)
Common Stock	09/24/2025		D(1)		41,585(6)	D	(2)	0	I	Accel X Strategic Partners L.P.(5)
Common Stock	09/24/2025		D(1)		2,022,312	D	(2)	0	I	Accel Growth Fund II L.P.(5)
Common Stock	09/24/2025		D(1)		57,390(7)	D	(2)	0	I	Accel Investors 2008 L.L.C.(5)
Common Stock	09/24/2025		D(1)		560(8)	D	(2)	0	I	Accel X Associates L.L.C.(5)
Common Stock	09/24/2025		D(1)		35,592(9)	D	(2)	0	I	The Efrusy Family Trust u/a/d 10/21/2005(10)

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. 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, including awards of restricted stock units that vested previously but settlement for which had been deferred under our non-employee director restricted stock unit ("RSU") deferral program (as applicable), 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 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. Reflects distributions of (i) 423,600 shares of the Issuer's common stock, (ii) 423,600 shares of the Issuer's common stock, and (iii) 550,680 shares of the Issuer's common stock, in each case distributed by Accel X L.P. to its limited partners and general partner, which shares were further distributed, representing each such partner's pro rata interest in such shares distributed, for no consideration on December 18, 2023, January 8, 2024, and March 7, 2024, respectively, in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

5. Accel X Associates L.L.C. ("A10A") is the General Partner of both Accel X L.P. and Accel X Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, and Richard P. Wong are the Managing Members of A10A and Accel Investors 2008 L.L.C., and therefore share the voting and investment powers. Accel Growth Fund II Associates L.L.C., or AGF2A, is the General Partner of both Accel Growth Fund II L.P. and Accel Growth Fund II Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF2A and Accel Growth Fund Investors 2013 L.L.C. and share such powers. Each person disclaims beneficial ownership except to the extent of their pecuniary interest therein. The address for all Accel entities listed above is 500 University Avenue, Palo Alto, California 94301.

6. Reflects distributions of (i) 32,100 shares of the Issuer's common stock, (ii) 32,100 shares of the Issuer's common stock, and (iii) 41,730 shares of the Issuer's common stock, in each case distributed by Accel X Strategic Partners L.P. to its limited partners and general partner, which shares were further distributed, representing each such partner's pro rata interest in such shares distributed, for no consideration on December 18, 2023, January 8, 2024, and March 7, 2024, respectively, in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

7. Reflects distributions of (i) 44,300 shares of the Issuer's common stock, (ii) 44,300 shares of the Issuer's common stock, and (iii) 57,590 shares of the Issuer's common stock, in each case distributed by Accel Investors 2008 L.L.C. to its limited partners and general partner, which shares were further distributed, representing each such partner's pro rata interest in such shares distributed, for no consideration on December 18, 2023, January 8, 2024, and March 7, 2024, respectively, in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

8. Reflects distribution of (i) 476 shares of the Issuer's common stock by Accel X L.P. and (ii) 84 shares of the Issuer's common stock by Accel X Strategic Partners L.P., in each case distributed to A10A for no consideration on March 7, 2024, in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

9. Reflects distributions of (i) 7,521 shares of the Issuer's common stock, (ii) 6,396 shares of the Issuer's common stock, and (iii) 210 shares of the Issuer's common stock, in each case distributed to The Efrusy Family Trust u/a/d 10/21/2005 (the "Trust"), of which Mr. Efrusy is a Trustee, for no consideration on December 18, 2023, January 8, 2024, and March 7, 2024, respectively, in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

10. Shares held by the Trust. The Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

	/s/ Margaret Chow, by Power of Attorney for Kevin Efrusy	09/24/2025
	** 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).
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FAQ

What triggered the Form 4 filings for Couchbase (BASE)?

The filings were triggered by the Merger under the Agreement and Plan of Merger, which converted outstanding shares into cash consideration at the Effective Time.

How much cash was paid per share in the Couchbase merger?

$24.50 per share in cash (without interest) was the Per Share Price specified in the Merger Agreement.

What happened to unvested restricted stock units (RSUs) for Couchbase holders?

Unvested RSUs were cancelled and converted into contingent cash awards equal to the number of underlying shares multiplied by the Per Share Price, subject to the same vesting terms and possible acceleration provisions.

Does Kevin Efrusy still beneficially own Couchbase shares after the merger?

According to the Form 4, following the reported transactions the amount of securities beneficially owned is listed as 0.

Were any distributions from Accel funds disclosed in the filing?

Yes. The filing explains prior distributions of Couchbase common stock from several Accel entities to limited partners and related parties on specified dates, made under applicable Rule 16 exemptions.