BASE Form 4: Director Surrenders Shares and Options for $24.50 Cash

Rhea-AI Filing Summary

Richard A. Simonson, a director of Couchbase, Inc. (BASE), disposed of all reported holdings in connection with a merger. On 09/24/2025 he surrendered 51,549 shares of common stock and had 0 shares of common stock beneficially owned after the transaction. Unvested restricted stock units were cancelled and converted into contingent cash awards tied to a per-share cash consideration of $24.50. A stock option covering 80,000 shares with a $7.75 exercise price was fully vested and cancelled, converting into a cash payment equal to the excess of the per-share cash consideration over the exercise price multiplied by the option shares. The disclosures show the director no longer holds equity or option exposure following the merger-related cash-out.

Positive

• Per-share cash consideration of $24.50 provides clear, immediate value to the reporting person for converted shares and awards
• Vested option converted to cash at an in-the-money spread, ensuring monetary recovery for the option holder
• Unvested RSUs preserved as contingent cash awards with original vesting terms, protecting potential future payout timing for the holder

Negative

• Reporting person holds 0 shares after the transaction, removing insider equity alignment with public shareholders
• No remaining derivative securities reported, eliminating potential future upside participation for the director

Insights

Corporate Governance Expert

TL;DR: Insider equity was fully cashed out in a merger, leaving the director with no residual ownership or options.

The Form 4 documents a routine post-merger settlement where equity incentives (unvested RSUs and a vested option) were converted to cash per the Merger Agreement and outstanding common shares were cancelled for cash consideration of $24.50 per share. From a governance perspective, the filing clarifies that the reporting director no longer holds equity exposure, which removes potential conflicts of interest tied to continued equity ownership but also eliminates an insider alignment signal going forward. This is a transactional disclosure rather than an operational performance indicator.

M&A Specialist

TL;DR: The transaction reflects a cash-out merger treatment: equity and in-the-money options were settled in cash at the agreed per-share price.

The Merger Agreement converted outstanding common shares to cash at $24.50 per share and treated unvested RSUs as contingent cash awards preserving vesting terms. The fully vested option (80,000 shares at $7.75) was cancelled for a cash payment equal to the spread times shares. These mechanics are standard in cash acquisitions and confirm that the consideration was cash rather than stock consideration, which crystallizes the acquirer's purchase price exposure and eliminates post-merger equity rollover for this insider.

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^*

Simonson Richard A

(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)		51,549	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)	$7.75	09/24/2025		D(1)			80,000	(4)	06/23/2030	Common Stock	80,000	(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 less than or equal to the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of common stock subject to the option, multiplied by (ii) the excess, if any, of the Per Share Price over the exercise price per share of such option, without interest and less any applicable withholding taxes.

	/s/ Margaret Chow, by Power of Attorney for Richard A. Simonson	09/24/2025
	** 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).
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FAQ

What did Couchbase director Richard A. Simonson do on 09/24/2025 (BASE)?

He disposed of 51,549 common shares and had 0 shares beneficially owned following the transaction; his vested option and unvested RSUs were converted to cash under the merger terms.

What was the per-share cash consideration in the merger for BASE?

The Merger Agreement provided a per-share cash consideration of $24.50 per share.

How were unvested RSUs treated in the Couchbase merger?

Unvested RSUs were cancelled and converted into contingent cash awards equal to the number of shares times $24.50, subject to the same vesting terms and any applicable withholding taxes.

What happened to the vested stock option held by the reporting person?

An option to purchase 80,000 shares with a $7.75 exercise price was fully vested and cancelled, converting into a cash payment equal to the excess of $24.50 over the exercise price multiplied by the option shares, less taxes.

Does the Form 4 show any remaining equity or option holdings for Richard A. Simonson in BASE?

No; the Form 4 reports 0 common shares and 0 derivative securities beneficially owned following the reported transactions.