BASE Form 4: Matthew Cain Disposes 12,357 Shares; 852,949 Remain

Rhea-AI Filing Summary

Couchbase, Inc. (BASE) insider transaction: Matthew M. Cain, the company's Chair, President and CEO, reported a sale of 12,357 shares of common stock on 08/18/2025 at a weighted average price of $24.3469 per share under a Rule 10b5-1 trading plan adopted 10/03/2024. After the reported disposition, Mr. Cain beneficially owned 852,949 shares. The Form 4 was signed by Margaret Chow by power of attorney on 08/20/2025. The filer states the reported sale consisted of multiple transactions at prices ranging from $24.33 to $24.37 and offers to provide detailed price-by-price information on request.

Positive

• Transaction conducted under a Rule 10b5-1 trading plan, indicating pre-planned trades and reduced concern about trading on material nonpublic information.
• Timely and transparent disclosure of shares sold (12,357), weighted-average price ($24.3469), execution price range ($24.33–$24.37) and post-transaction beneficial ownership (852,949 shares).
• Filer offers to provide per-transaction pricing details on request, which supports transparency and auditability.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine, pre-planned insider sale by the CEO under a 10b5-1 plan; transparent disclosure of weighted-average price and remaining ownership.

The Form 4 documents a sale by the CEO executed pursuant to a Rule 10b5-1 plan adopted 10/03/2024, which typically limits claims of trading on material nonpublic information. The filing discloses the aggregate shares sold (12,357), the weighted-average price ($24.3469) and the residual beneficial ownership (852,949 shares). The filer also offers to provide per-transaction prices within the stated range. From a governance perspective, timely Form 4 disclosure and the 10b5-1 election enhance transparency and compliance; the filing contains no indication of unusual or undisclosed arrangements.

Securities Analyst

TL;DR: Transaction is a modest, pre-scheduled sale with limited direct impact on equity supply or valuation.

The reported disposition size is small relative to institutional or market volumes and the filing confirms multiple executions at prices between $24.33 and $24.37. The existence of a 10b5-1 plan reduces informational asymmetry concerns but does not provide detail on the plan's overall duration or remaining authorized volume. The filing is complete for the specific transaction and offers further granularity upon request, which supports auditability of the sale.

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)
08/18/2025

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	08/18/2025		S		12,357(1)	D	$24.3469(2)	852,949	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. 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.3300 to $24.3700, 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	08/20/2025
	** 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 insider transaction did Couchbase (BASE) report on Form 4?

Matthew M. Cain sold 12,357 shares of common stock on 08/18/2025 as reported on the Form 4.

At what price were the Couchbase shares sold by the CEO?

The Form 4 reports a weighted-average price of $24.3469 and an execution price range of $24.33 to $24.37.

Was the sale by Matthew M. Cain part of a 10b5-1 plan?

Yes. The filing states the sale was made pursuant to a Rule 10b5-1 trading plan adopted on 10/03/2024.

How many Couchbase shares does the CEO own after the sale?

After the reported transaction, the filing shows 852,949 shares beneficially owned by the reporting person.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Margaret Chow by Power of Attorney for Matthew M. Cain on 08/20/2025.