BASE Form 4: Matthew Cain Sells Shares for RSU Tax Withholding

Rhea-AI Filing Summary

Couchbase, Inc. (BASE) director and CEO Matthew M. Cain reported a routine sell-to-cover transaction tied to the vesting and settlement of restricted stock units. On 09/16/2025, Mr. Cain disposed of 35,677 shares of common stock at a reported price of $24.4068 per share to satisfy tax withholding obligations, leaving him with 794,061 shares beneficially owned following the transaction. The Form 4 was signed by a power of attorney on behalf of Mr. Cain on 09/18/2025. The filing indicates the sale was made solely to cover taxes and was not a discretionary open-market sale by the reporting person.

Insights

Corporate Governance Expert

TL;DR: Routine sell-to-cover tied to RSU vesting; not an active disposition signal.

The Form 4 documents a common administrative transaction where restricted stock units vested and the reporting person sold a portion of shares to satisfy tax withholding. Such sell-to-cover transactions are typically non-discretionary and do not necessarily indicate a change in the CEO's view on the company's prospects. The filing clearly states the sale was to satisfy tax obligations and identifies the post-transaction beneficial ownership as 794,061 shares, which maintains ongoing alignment with shareholders.

Securities Analyst

TL;DR: Transaction is operationally neutral for investors; monitor for any future discretionary sales.

From a market-impact perspective, the reported disposal of 35,677 shares at $24.4068 is modest relative to typical institutional volumes and is explicitly described as a tax-withholding sale. The clear labeling of the transaction code and the explanation reduce ambiguity. This filing should be treated as a routine insider administrative event rather than a signal of material change in executive sentiment or company fundamentals.

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).

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)
09/16/2025

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	09/16/2025		F		35,677(1)	D	$24.4068	794,061	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. Shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

Remarks:

	/s/ Margaret Chow, by Power of Attorney for Matthew M. Cain	09/18/2025
	** 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.

FAQ

What did Matthew M. Cain report on Form 4 for BASE?

The Form 4 reports that Matthew M. Cain disposed of 35,677 shares on 09/16/2025 in a sell-to-cover transaction related to RSU vesting.

Why were the shares sold according to the filing?

The filing states the sale was to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units.

At what price were the shares sold?

The reported price per share for the disposition was $24.4068.

How many shares does the reporting person own after the transaction?

Following the reported transaction, the reporting person beneficially owned 794,061 shares.

When was the Form 4 signed and filed?

The Form 4 shows a signature by power of attorney dated 09/18/2025 and the transaction date is 09/16/2025.