BASE Insider Form 4: Jeff Epstein Equity Converted to Cash in Merger

Rhea-AI Filing Summary

Jeff Epstein, a director of Couchbase, Inc. (BASE), reported transactions tied to the company’s merger with Cascade Parent Inc. At the merger effective time, 89,361 shares of common stock were disposed and his remaining equity position shows 0 shares held following the transactions. Outstanding restricted stock units that had vested but were deferred and unvested RSUs were converted into contingent cash rights subject to the same vesting terms, and a stock option covering 40,000 shares with a $7.75 exercise price was cancelled and converted into a cash-only right. The per-share cash consideration paid at the effective time was $24.50 per share, with payments subject to applicable withholding.

Positive

• Merger provided cash consideration of $24.50 per share for equity holders
• Vested and unvested RSUs preserved vesting terms when converted to contingent cash awards
• In-the-money options were settled in cash, ensuring value realization for option holders

Negative

• Director’s beneficial ownership reduced to 0 shares following the merger
• 40,000-share option cancelled and converted to cash rather than retained equity

Insights

Financial Analyst

TL;DR: Director equity converted to cash at $24.50 in a completed merger, yielding full disposition and cash settlements.

The Form 4 documents that Jeff Epstein’s equity interests in Couchbase were monetized at the merger effective time. 89,361 common shares were disposed and a vested option covering 40,000 shares (exercise price $7.75) was cancelled in exchange for a cash payment equal to the excess of $24.50 over the exercise price times the option shares. RSUs—both vested-but-deferred and unvested—were converted into cash awards that retain original vesting terms. From a capital structure perspective, these actions reflect typical liquidation mechanics in a take-private transaction where equity holders receive cash consideration rather than continuing equity exposure.

Corporate Governance Expert

TL;DR: Transaction reflects standard merger treatment of insider equity; director no longer holds company stock post-closing.

The filing confirms that, under the Merger Agreement, director-held equity instruments were treated consistently: vested deferred RSUs and unvested RSUs were converted to cash awards (with original vesting preserved) and in-the-money options were cashed out. The reporting shows the director’s beneficial ownership reduced to zero as of the effective time, which is an expected governance outcome in a change-of-control transaction where the company becomes a wholly owned subsidiary.

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^*

Epstein Jeff

(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)		89,361	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)			40,000	(4)	06/23/2030	Common Stock	40,000	(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, including awards of restricted stock units that vested previously but settlement for which had been deferred under our non-employee director restricted stock unit ("RSU") deferral program, 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 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 Jeff Epstein	09/24/2025
	** Signature of Reporting Person	Date
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FAQ

What did Jeff Epstein report on the Form 4 for Couchbase (BASE)?

The Form 4 reports the disposal of 89,361 common shares and the cancellation/conversion of a 40,000-share option (exercise $7.75) into cash rights tied to the merger consideration.

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

The Merger Agreement provided a per-share cash price of $24.50 per share, paid without interest and subject to applicable withholding.

How were RSUs treated at the effective time of the Couchbase merger?

Previously vested-but-deferred RSUs and unvested RSUs were converted into contingent cash awards that retain the same vesting terms (including any acceleration provisions).

What happened to in-the-money stock options held by the director?

Options that were fully vested and had an exercise price below the Per Share Price were cancelled and converted into a cash payment equal to the excess of $24.50 over the exercise price, multiplied by the number of option shares.

Does Jeff Epstein hold any Couchbase common stock after the reported transactions?

No. The filing indicates 0 shares beneficially owned following the reported transactions.