Couchbase Merger: Director’s Holdings Converted to $24.50 Cash Consideration

Rhea-AI Filing Summary

Couchbase, Inc. (BASE) director Aleksander J. Migon reported the disposition of 45,734 shares of common stock on 09/24/2025 in connection with a merger. Under the Merger Agreement dated June 20, 2025, Merger Sub merged into Couchbase and Couchbase became a wholly owned subsidiary of Cascade Parent Inc.

At the Effective Time, Migon’s shares and previously vested RSUs that had deferred settlement were converted into the right to receive $24.50 per share in cash, and any unvested RSUs were cancelled and converted into contingent cash awards subject to the original vesting terms (less withholding taxes).

Positive

• Merger consideration disclosed: Shares and vested deferred RSUs converted into a cash payment of $24.50 per share
• Vesting preserved for unvested RSUs: Unvested RSUs converted into contingent cash awards that remain subject to original vesting terms and any acceleration provisions

Negative

• Insider holdings reduced to zero: Reporting person shows 0 shares beneficially owned following the reported transaction
• Cancellation of unvested RSUs: Unvested RSUs were cancelled as equity and converted into cash-only contingent awards

Insights

Financial Analyst

TL;DR: Director reported full disposition of 45,734 shares due entirely to a cash-out merger at $24.50 per share.

The Form 4 documents a transaction driven by the Merger Agreement dated June 20, 2025, where Couchbase was acquired by Cascade Parent Inc. The filing shows an automatic conversion of outstanding common stock and vested-but-deferred RSUs into a cash payment of $24.50 per share at the Effective Time, resulting in the reported disposition of 45,734 shares and leaving the reporting person with no direct holdings reported. Unvested RSUs were not paid immediately but converted into contingent cash awards that retain the original vesting conditions, subject to withholding. This is a routine disclosure tied to a corporate control event rather than a voluntary sale by the insider.

Corporate Governance Expert

TL;DR: Transaction reflects standard merger consideration and RSU conversion mechanics, with retained vesting for unvested awards.

The disclosure clarifies the treatment of equity awards at the Effective Time: vested deferred RSUs and shares were converted into a cash payment of $24.50 per share, while unvested RSUs were cancelled and converted into contingent cash awards preserving prior vesting terms and potential acceleration provisions. The signature indicates filing by power of attorney. The filing contains no other governance actions or departures; it documents contractual merger outcomes rather than discretionary insider transactions.

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^*

Migon Aleksander J

(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)		45,734	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

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, 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.

	/s/ Margaret Chow, by Power of Attorney for Aleksander J. Migon	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

Why did Aleksander J. Migon report a disposition of 45,734 BASE shares?

The shares were converted at the Effective Time of the Merger into the right to receive $24.50 per share in cash under the Merger Agreement dated June 20, 2025.

What happened to vested but deferred RSUs held by the reporting person?

Vested deferred RSUs were automatically converted into the right to receive $24.50 per share in cash at the Effective Time.

How were unvested RSUs treated in the merger?

Unvested RSUs were cancelled and converted into contingent cash awards equal to the number of shares times $24.50, and they remain subject to the original vesting terms (less withholding taxes).

Who signed the Form 4 filing for Aleksander J. Migon?

The Form 4 was signed by Margaret Chow by Power of Attorney on behalf of Aleksander J. Migon on 09/24/2025.