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Couchbase Insider Filing: CEO Sells 7.8K Shares, Withholds 36K for Taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Couchbase, Inc. (BASE) Form 4 highlights: On 06/16/2025 and 06/17/2025, Chair, President & CEO Matthew M. Cain reported two transactions involving a total of 43,935 common shares.

  • Tax-withholding disposition (Code F): 36,102 shares were automatically withheld at an average price of $19.0357 to cover taxes triggered by the vesting of restricted stock units. This is a non-discretionary, non-market transaction.
  • Open-market sale (Code S): 7,833 shares were sold on 06/17/2025 under a Rule 10b5-1 plan adopted 10/03/2024 at a weighted-average price of $20.0112 (individual trades ranged $20.00–$20.07).

After the reported activity, Cain’s direct ownership stands at 952,347 shares, down 4.4 % from the pre-transaction level but still representing a significant stake. The majority of the reported share reduction was for mandatory tax settlement; the discretionary component represents only 0.8 % of Cain’s remaining holdings.

No derivative security transactions were reported, and there are no indications of option exercises or new grants in this filing.

Positive

  • Majority of shares (36,102) disposed solely to satisfy tax withholding, indicating no discretionary reduction in economic exposure.
  • Small discretionary sale (7,833 shares) executed under a pre-established Rule 10b5-1 plan, reducing information-asymmetry and insider-trading concerns.
  • CEO retains a substantial stake of 952,347 shares, maintaining strong alignment with shareholders.

Negative

  • CEO’s open-market sale, although modest, may be perceived negatively by some investors as a signal of reduced confidence.
  • Total reported share reduction of 4.4 % could contribute to short-term selling pressure or sentiment weakness.

Insights

TL;DR Routine tax-withholding and small 10b5-1 sale; negligible impact on BASE investment thesis.

The bulk of the 43.9 k share reduction (36.1 k) is a Code F withholding, a mechanical transaction with no market signal. The open-market sale of 7.8 k shares equals roughly US$157 k, immaterial relative to Cain’s remaining US$19 m equity stake (assuming ~US$20 share price). Because the sale was pre-programmed under a 10b5-1 plan, it mitigates information-asymmetry concerns. Insider ownership remains robust, supporting long-term alignment. I view the filing as neutral for valuation and sentiment.

TL;DR Insider disposition small, pre-planned; governance risk minimal, sentiment slightly cautious.

Investors often scrutinize CEO sales for adverse signals. Here, 82 % of shares were withheld for tax; the remainder sold under a compliant 10b5-1 plan adopted months earlier. Both factors lessen governance red flags. Still, any discretionary selling can spur short-term speculation. The CEO’s post-sale holding of 952 k shares (~5 % of float) preserves meaningful alignment. Overall governance implications are limited but marginally negative for perception.

Insider Cain Matthew M
Role Chair, President, and CEO
Sold 7,833 shs ($157K)
Type Security Shares Price Value
Sale Common Stock 7,833 $20.0112 $157K
Tax Withholding Common Stock 36,102 $19.0357 $687K
Holdings After Transaction: Common Stock — 952,347 shares (Direct)
Footnotes (1)
  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. The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 10/3/2024. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.0000 to $20.0700, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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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).
X
 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*
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)
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 36,102(1) D $19.0357 960,180 D
Common Stock 06/17/2025 S 7,833(2) D $20.0112(3) 952,347 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.
2. The sale reported on this Form 4 represents shares sold by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 10/3/2024.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.0000 to $20.0700, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks:
/s/ Margaret Chow, by Power of Attorney for Matthew M. Cain 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Couchbase (BASE) shares did the CEO dispose of in the Form 4?

43,935 shares in total—36,102 for tax withholding and 7,833 sold on the market.

What was the average selling price for the discretionary sale?

The weighted-average price was $20.0112, with trades ranging from $20.00 to $20.07.

Was the sale part of a Rule 10b5-1 trading plan?

Yes. The 7,833-share sale was executed under a 10b5-1 plan adopted on 10/03/2024.

How many shares does the CEO still own after the transactions?

Matthew M. Cain now directly owns 952,347 common shares of Couchbase.

Does the Form 4 include any option exercises or new grants?

No. No derivative security activity was reported in Table II of this filing.