[Form 4] Couchbase, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Lynn M. Christensen, a director of Couchbase, Inc. (BASE), reported transactions tied to the company’s merger. The Form 4 shows that on 09/24/2025, 12,218 shares of Couchbase common stock were disposed of and unvested restricted stock units were converted into contingent cash-award rights. The filing references a Merger Agreement dated 06/20/2025 under which Couchbase became a wholly owned subsidiary of Cascade Parent Inc. Outstanding stock options (44,000 shares, $28.60 exercise price) that were fully vested were automatically cancelled for no consideration at the Effective Time.

Positive

• Merger completed resulting in a clear cash consideration of $24.50 per share for converted common stock
• Unvested RSUs retained vesting terms through conversion to contingent cash awards, preserving original vesting schedules

Negative

• Vested stock options (44,000) were cancelled for no consideration because the exercise price ($28.60) exceeded the $24.50 per-share merger price
• Reported disposition of 12,218 shares indicates elimination of those shareholdings in exchange for cash

Insights

Corporate Governance Expert

TL;DR: Insider reported dispositions and automatic cancellations resulting from a merger, reflecting transaction mechanics not individual trading choices.

The Form 4 documents corporate-event driven changes to insider holdings rather than voluntary sales: common shares were converted to a cash right, unvested RSUs were converted to contingent cash awards with original vesting terms preserved, and vested options with exercise price above the per-share merger price were cancelled for no consideration. These actions align with typical merger consideration mechanics and administrative adjustments under a merger agreement.

M&A Specialist

TL;DR: The filing records standard merger-related equity conversions and cancellations under the Merger Agreement dated 06/20/2025.

The Merger Agreement resulted in Couchbase becoming a wholly owned subsidiary of Cascade Parent Inc. At the Effective Time, common shares converted into a cash right equal to $24.50 per share, unvested RSUs converted into contingent cash awards with retained vesting terms, and in-the-money economics were determined by comparing exercise prices to the Per Share Price; options with exercise price above $24.50 were cancelled per the agreement.

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^*

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)
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)		12,218	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)	$28.6	09/24/2025		D(1)			44,000	(4)	05/06/2031	Common Stock	44,000	(4)	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 greater than the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled for no consideration.

	/s/ Margaret Chow, by Power of Attorney for Lynn M. Christensen	09/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Lynn M. Christensen report on Form 4 for Couchbase (BASE)?

The Form 4 reports that on 09/24/2025 Christensen disposed of 12,218 common shares, unvested RSUs were converted into contingent cash awards, and 44,000 vested options were cancelled.

What was the per-share merger price stated in the filing?

The filing states a Per Share Price of $24.50 to be paid in cash at the Effective Time of the Merger.

Why were the stock options cancelled?

According to the filing, the 44,000 options had an exercise price of $28.60, which exceeded the $24.50 per-share merger price, and were therefore automatically cancelled for no consideration under the Merger Agreement.

How were unvested RSUs treated in the merger?

Each unvested RSU was cancelled and converted into a contingent cash award equal to the number of underlying shares multiplied by $24.50, subject to the same vesting terms and applicable withholding taxes.

Who is the buyer or parent company in the merger?

The filing names Cascade Parent Inc. as Parent and Cascade Merger Sub Inc. as Merger Sub; Couchbase became a wholly owned subsidiary of Parent per the Merger Agreement dated 06/20/2025.