Margaret Chow sells 7,509 BASE shares in routine sell-to-cover tax transaction

Rhea-AI Filing Summary

Couchbase, Inc. director and SVP & Chief Legal Officer Margaret Chow reported a sale of 7,509 shares of common stock on 09/16/2025 at an average price of $24.4068 per share. The filing states the shares were sold to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units and were executed as a "sell to cover" rather than a discretionary sale.

After the transaction, Ms. Chow beneficially owned 191,917 shares of Couchbase common stock. The Form 4 is a routine disclosure of an insider tax-related sale and does not indicate any additional derivative transactions or amendments.

Insights

Corporate Governance Expert

TL;DR: Insider disposed of shares to cover taxes on RSU vesting; routine, not suggestive of change in company outlook.

The reported disposition of 7,509 shares at $24.4068 was explicitly described as a "sell to cover" tied to tax withholding for restricted stock units. Such transactions are common for executives receiving equity compensation and typically reflect personal tax obligations rather than a judgment about company fundamentals. The remaining beneficial ownership of 191,917 shares maintains the reporting person's continued equity stake.

Securities Analyst

TL;DR: Transaction appears administrative and small relative to ongoing insider holdings; limited investor impact.

The Form 4 documents a non-discretionary sale of 7,509 shares to satisfy tax liabilities at an average price of $24.4068, leaving 191,917 shares beneficially owned. There is no indication of additional sales, purchases, or derivative activity. Because the filing cites tax withholding as the sole purpose, the market-significance is likely minimal.

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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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^*

Chow Margaret

(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)
	SVP & Chief Legal Officer

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		7,509(1)	D	$24.4068	191,917	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	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 Margaret Chow report on the Form 4 for BASE?

She reported selling 7,509 shares of Couchbase common stock on 09/16/2025 at an average price of $24.4068 per share to cover tax withholding from RSU vesting.

Why were the shares sold according to the filing?

The sale was to satisfy tax withholding obligations connected to the vesting and settlement of restricted stock units and was characterized as a "sell to cover" transaction.

How many Couchbase shares does Margaret Chow beneficially own after the transaction?

She beneficially owned 191,917 shares following the reported transaction.

Does the Form 4 show any derivative transactions by Margaret Chow?

No. The filing lists only a non-derivative sale of common stock and contains no entries in the derivatives section.

When was the Form 4 signed by the reporting person?

It was signed on 09/18/2025 as indicated at the end of the filing.