BASE Form 4: Director's shares converted to $24.50 cash per share in merger

Rhea-AI Filing Summary

Alvina Antar, a director of Couchbase, Inc. (BASE), reported a change in beneficial ownership tied to a merger. On 09/24/2025 she disposed of 47,379 shares of Couchbase common stock as a result of the merger where Couchbase became a wholly owned subsidiary of Cascade Parent Inc. At the effective time each outstanding share was converted into the right to receive $24.50 per share in cash, and unvested restricted stock units were cancelled and converted into contingent cash awards that retain their original vesting terms (subject to withholding). Following the reported transaction Ms. Antar beneficially owned 0 shares.

Positive

• Cash consideration of $24.50 per share provided to holders at the Effective Time
• Unvested RSUs converted to contingent cash awards that retain original vesting terms and acceleration provisions

Negative

• Reporting person has 0 shares following the transaction, eliminating her direct equity ownership in the public company
• 47,379 shares were disposed (converted to cash), reducing insider-held public shares

Insights

Corporate Governance Expert

TL;DR: Insider ownership was eliminated by a cash-out merger, with unvested awards preserved as contingent cash awards.

The Form 4 shows a director-level insider disposition of 47,379 shares resulting from the Merger Agreement dated June 20, 2025. The transaction is administrative and transactional in nature rather than indicative of voluntary open-market selling: at the Effective Time common shares were converted into a fixed cash payment of $24.50 per share. Unvested RSUs were not forfeited but converted to contingent cash awards maintaining prior vesting mechanics. For governance monitoring, note the director now reports 0 beneficially owned common shares, which changes insider alignment with continuing public shareholders but is an expected outcome of the change-in-control.

M&A Specialist

TL;DR: The Form 4 documents deal consideration and mechanics: stock-for-cash at a fixed per-share price plus treatment of RSUs.

The disclosure confirms the Merger closed with Couchbase becoming a wholly owned subsidiary of Cascade Parent Inc., and that each outstanding share was converted into the right to receive $24.50 in cash. The filing also clarifies RSU treatment: unvested RSUs were cancelled and converted into cash awards that preserve existing vesting conditions and potential acceleration provisions. These details are material to shareholders assessing deal value and treatment of equity compensation, and they align with standard merger cash-out mechanics.

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^*

Antar Alvina

(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)		47,379	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

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.

	/s/ Margaret Chow, by Power of Attorney for Alvina Antar	09/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Alvina Antar report on the Form 4 for BASE?

The Form 4 reports the disposition of 47,379 common shares on 09/24/2025 due to the merger, leaving the reporting person with 0 shares.

Why were shares disposed on the Form 4 for Couchbase (BASE)?

Shares were automatically converted into the right to receive cash at the Effective Time of the Merger under the Merger Agreement; the per-share cash amount is $24.50.

How were unvested RSUs handled in the Couchbase merger?

Unvested RSUs were cancelled and converted into contingent cash awards equal to the number of shares subject to the RSU multiplied by $24.50, minus taxes, and retain the same vesting terms and acceleration provisions.

Who completed the signature on the Form 4 for Alvina Antar?

The Form 4 was signed by Margaret Chow, by power of attorney for Alvina Antar, dated 09/24/2025.

What transaction created Couchbase becoming a subsidiary?

The filing references a Merger under the Agreement and Plan of Merger dated June 20, 2025, where Cascade Merger Sub merged with and into the Issuer and Couchbase became a wholly owned subsidiary of Cascade Parent Inc.