Couchbase Form 4: Tax-related sale of 1,016 shares by Interim CFO

Rhea-AI Filing Summary

Couchbase, Inc. (BASE) filed a Form 4 disclosing that Interim CFO & CAO William R. Carey disposed of 1,016 shares of common stock on 06/16/2025 at an average price of $19.0357 per share. The transaction code “F” indicates the sale was executed solely to satisfy tax-withholding obligations related to the vesting and settlement of previously granted restricted stock units (RSUs); it was not a discretionary open-market sale.

Following the sell-to-cover transaction, Carey’s direct beneficial ownership stands at 93,764 shares of Couchbase common stock. No derivative securities were reported as acquired or disposed. The filing contains no additional transactions, amendments, or footnotes suggesting broader strategic intentions.

Because the sale was limited in size (≈$19,400 in proceeds) and driven by statutory tax requirements, it is generally viewed as routine housekeeping rather than an indicator of changing insider sentiment. The executive’s substantial remaining stake suggests continuing alignment with shareholder interests.

Positive

• Non-discretionary Code F sale signals the transaction was purely for tax withholding, not a bearish insider move.
• Executive retains 93,764 shares, indicating sustained alignment with shareholder interests.

Negative

• Perception of insider selling can still create short-term market noise despite its routine nature.

Insights

Securities Analyst

TL;DR: Small, tax-driven insider sale; routine RSU vesting, neutral impact on valuation.

The Code F classification confirms the shares were sold to cover withholding taxes on RSU vesting, eliminating concerns of discretionary profit-taking. At roughly 1% of Carey’s post-transaction holdings, the sale is immaterial to ownership structure and unlikely to influence market supply-demand dynamics. No price-sensitive information about operations or guidance accompanies the filing, so I classify the event as neutral for BASE’s investment thesis.

Corporate Governance Expert

TL;DR: Governance-clean transaction; aligns with best practices, negligible shareholder risk.

The executive fulfilled tax obligations via a Rule 10b5-1 compliant sell-to-cover, demonstrating adherence to SEC and internal governance standards. Continued ownership of nearly 94k shares maintains incentive alignment. There are no red flags regarding timing or volume. Overall governance impact is minimal.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Carey William Robert

Role Interim CFO & CAO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,016	$19.0357	$19K

Holdings After Transaction: Common Stock — 93,764 shares (Direct)

Footnotes (1)

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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).

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^*

Carey William Robert

(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)
	Interim CFO & CAO

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		F		1,016(1)	D	$19.0357	93,764	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 William R. Carey	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.

FAQ

How many Couchbase (BASE) shares did the Interim CFO sell?

1,016 shares were sold on 06/16/2025.

What was the sale price disclosed in Couchbase’s Form 4?

The average price was $19.0357 per share.

Why were the shares sold by William R. Carey?

The sale was a sell-to-cover for tax-withholding tied to RSU vesting (Transaction Code F).

How many BASE shares does the Interim CFO still own after the transaction?

He directly owns 93,764 shares.

Does the filing mention any derivative securities transactions?

No, no derivative securities were acquired or disposed in this filing.