STOCK TITAN

Form 4: BASE Huw Owen Sells 23,017 Shares at $24.41 in Sell-to-Cover

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Couchbase, Inc. (BASE) insider Huw Owen, SVP & Chief Revenue Officer, reported a routine sell-to-cover transaction on 09/16/2025. He disposed of 23,017 shares of Common Stock at a reported price of $24.4068 per share to satisfy tax withholding related to the vesting and settlement of restricted stock units. After the transaction, the reporting person beneficially owned 354,803 shares. The Form 4 was filed individually and signed by Margaret Chow by power of attorney on 09/18/2025.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: A routine sell-to-cover of vested RSUs by an officer; transaction appears non-discretionary and not an earnings-related liquidity event.

The filing shows a single non-derivative sale of 23,017 shares at $24.4068 to cover tax withholding from RSU settlement. This is recorded as a non-discretionary "sell to cover" and therefore does not indicate a voluntary large-scale liquidation of holdings. The remaining beneficial ownership of 354,803 shares remains intact on the Form 4, which is the primary metric investors can observe here. No options, new grants, or derivative transactions are reported in this filing.

TL;DR: Disclosure is standard and complies with Section 16 reporting; the sale is described as tax-related, limiting governance concerns.

The form identifies the reporting person as an officer and director and documents the sale purpose as covering tax withholding on RSU vesting. The entry includes transaction date, price, and post-transaction beneficial ownership. The Form 4 was executed by power of attorney, which is an accepted filing practice when authorized. There are no indications of related-party transfers, pledges, or other governance red flags in this submission.

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).
1. Name and Address of Reporting Person*
Owen Huw

(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 Revenue 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 23,017(1) D $24.4068 354,803 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, by Power of Attorney for Huw Owen 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 Couchbase insider Huw Owen report on Form 4 (BASE)?

The filing reports a sale of 23,017 shares on 09/16/2025 at $24.4068 per share to cover tax withholding from RSU vesting.

How many shares does Huw Owen beneficially own after the transaction?

After the reported sale, the filing shows 354,803 shares beneficially owned by the reporting person.

Was the sale discretionary or related to taxation?

The filing explicitly states the sale was a sell-to-cover transaction to satisfy tax withholding obligations from RSU vesting, not a discretionary sale.

When was the Form 4 filed and who signed it?

The Form 4 records the transaction date as 09/16/2025 and was signed by Margaret Chow by power of attorney for Huw Owen on 09/18/2025.

Does the Form 4 report any derivative transactions or new grants?

No. The filing contains only a non-derivative sale of common stock and includes an explanation that the sale was to cover tax withholding on RSUs.
Couchbase, Inc.

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