BASE Form 4: William R. Carey Sells 3,507 Shares to Cover RSU Taxes

Rhea-AI Filing Summary

William R. Carey, Interim CFO & CAO and director of Couchbase, Inc. (BASE), reported a sale of 3,507 shares of common stock on 09/16/2025 at a price of $24.4068 per share. After the transaction, the reporting person beneficially owned 88,936 shares. The Form 4 states the shares were sold to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units (a "sell-to-cover" transaction) and was not a discretionary trade by the reporting person. The filing was signed by Margaret Chow by power of attorney on behalf of William R. Carey on 09/18/2025.

Positive

• Transparent disclosure of the transaction including date, price, quantity, and post-transaction holdings
• Explicit explanation that the sale was a sell-to-cover for tax withholding related to RSU vesting, not a discretionary sale
• Filing completeness: reporting person, role (Interim CFO & CAO and director), and signature by power of attorney are provided

Negative

• Reduction in beneficial ownership by 3,507 shares resulting from the sell-to-cover transaction

Insights

Financial Analyst

TL;DR: Routine sell-to-cover of RSUs by an officer; small reduction in holdings with no discretionary sale indicated.

The Form 4 discloses a non-discretionary sale of 3,507 shares at $24.4068 per share to satisfy tax withholding tied to RSU vesting. This type of transaction is common when equity awards vest and generally does not signal a change in insider conviction. The reporting person still retains 88,936 shares, preserving continued ownership alignment with shareholders. No derivative transactions or other compensatory arrangements are reported on this form.

Corporate Governance Expert

TL;DR: Disclosure is timely and specific; transaction is described as administrative sell-to-cover rather than a voluntary disposition.

The filing identifies the reporting person, roles (Interim CFO & CAO and director), transaction date, quantity sold, price, and post-transaction holdings, and includes an explicit explanation that the sale was to cover tax withholding for RSU settlement. The form was executed by a power of attorney, which is disclosed. From a governance perspective, the report meets Section 16 disclosure requirements and provides the necessary context to distinguish administrative sales from discretionary insider trading.

Insider Trade Summary

Net Seller: 3,507 shares

Net Sell 1 txn

Insider Carey William Robert

Role Interim CFO & CAO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,507	$24.4068	$86K

Holdings After Transaction: Common Stock — 88,936 shares (Direct)

Footnotes (1)

1. F1. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/18/2025 - 04:21 PM Learn about SEC filing dates

FAQ

What did William R. Carey (BASE) report on Form 4?

The filing reports a sale of 3,507 shares on 09/16/2025 at $24.4068 per share, leaving 88,936 shares beneficially owned.

Why were the 3,507 shares sold according to the Form 4 for BASE?

The Form 4 states the shares were sold to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units (a sell-to-cover transaction).

What is William R. Carey’s role at Couchbase reported on the form?

The form lists Carey as an Officer (Interim CFO & CAO) and as a Director of Couchbase, Inc.

When was the Form 4 executed and who signed it?

The Form 4 was signed on behalf of William R. Carey by Margaret Chow by power of attorney on 09/18/2025.

Does the Form 4 show any derivative transactions for Carey?

No. The filing shows only a non-derivative sale of common stock and contains no derivative transactions.

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^*

Carey William Robert

(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)
	Interim CFO & CAO

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		3,507(1)	D	$24.4068	88,936	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 William R. Carey	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.