Couchbase Chief Executive Maintains Large Stake Despite $1.5M Stock Sale

(Very High)

(Negative)

Form Type

Rhea-AI Filing Summary

Couchbase (BASE) Chair, President, and CEO Matthew M. Cain reported a significant insider sale transaction on June 20, 2025. The executive sold 63,600 shares at a weighted average price of $24.2503 per share, with individual trade prices ranging from $24.06 to $24.49.

The transaction was executed under a pre-established Rule 10b5-1 trading plan adopted by Cain on October 3, 2024, demonstrating planned portfolio management rather than reactive selling. Following the sale, Cain continues to hold 888,747 shares directly.

This insider sale represents a notable transaction by the company's top executive, though the maintenance of a substantial position suggests continued confidence in the company. The sale was conducted in compliance with SEC regulations and properly disclosed within the required reporting timeframe.

Positive

CEO Matthew M. Cain retains significant ownership with 888,747 shares after the transaction, demonstrating continued alignment with shareholders
The sale was executed according to a pre-planned Rule 10b5-1 trading plan established in October 2024, indicating this was not a reactive sale based on non-public information

Negative

CEO sold 63,600 shares at an average price of $24.25, representing a significant insider sale worth approximately $1.54 million
The sale reduces the CEO's direct ownership position, which could be interpreted as reducing management's skin in the game

Insider Trade Summary

Net Seller: 63,600 shares

Net Sell 1 txn

Insider Cain Matthew M

Role Chair, President, and CEO

Sold 63,600 shs ($1.54M)

Type	Security	Shares	Price	Value
Sale	Common Stock	63,600	$24.2503	$1.54M

Holdings After Transaction: Common Stock — 888,747 shares (Direct)

Footnotes (2)

F1. 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.
F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.0600 to $24.4900, 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/24/2025 - 04:57 PM

FAQ

How many shares of BASE stock did CEO Matthew Cain sell on June 20, 2025?

CEO Matthew Cain sold 63,600 shares of Couchbase (BASE) common stock on June 20, 2025, at a weighted average price of $24.2503 per share.

What is the current stock ownership of BASE CEO Matthew Cain after the June 2025 transaction?

Following the reported transaction, Matthew Cain directly owns 888,747 shares of Couchbase (BASE) stock.

Was BASE CEO Matthew Cain's stock sale part of a pre-planned trading plan?

Yes, the sale was executed pursuant to a Rule 10b5-1 trading plan that Matthew Cain adopted on October 3, 2024. This type of plan allows insiders to sell shares according to predetermined parameters to avoid accusations of insider trading.

What was the price range for BASE shares sold by CEO Matthew Cain in June 2025?

The shares were sold in multiple transactions at prices ranging from $24.06 to $24.49 per share, with a weighted average price of $24.2503.

What positions does Matthew Cain hold at BASE (Couchbase)?

Matthew Cain serves as Chair, President, and CEO of Couchbase (BASE), and is also a member of the company's Board of Directors.

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).

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

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)
06/20/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2025		S		63,600⁽¹⁾	D	$24.2503⁽²⁾	888,747	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $24.0600 to $24.4900, 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	06/24/2025
	** 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).
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