BASE Form 4: Edward Anderson Receives 461 RSUs; Large Indirect Holdings Reported

Rhea-AI Filing Summary

Couchbase, Inc. (BASE) Director Edward T. Anderson received an award of 461 restricted stock units (RSUs) on 09/15/2025 for his non-employee director service. Each RSU represents a contingent right to one share upon vesting; the award was scheduled to vest in full on 09/15/2025 but settlement has been deferred under the company’s non-employee director RSU deferral program. Following the reported transaction, Mr. Anderson directly beneficially owns 97,948 shares and is an indirect beneficial owner of 2,689,172 shares through North Bridge VenturePartners 7, L.P. and 1,987,084 shares through North Bridge VenturePartners VI, L.P.

Positive

• Director received 461 RSUs as compensation for service, aligning interests with shareholders through equity rather than cash.
• Clear disclosure of beneficial ownership: 97,948 shares directly and large indirect holdings of 2,689,172 and 1,987,084 shares via North Bridge funds.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director RSU grant with deferred settlement; significant indirect holdings disclosed via venture partnerships.

The filing documents a standard non-employee director equity award structured as restricted stock units, which were scheduled to vest in full on the specified date but are deferred under the company program. Such deferral is commonly used to align director incentives with long-term shareholder value and to manage tax/timing implications for the director. The disclosure of large indirect holdings through two North Bridge funds is important for understanding potential voting influence and alignment.

Securities Analyst

TL;DR: Small director award, no cash consideration; ownership disclosure clarifies concentration among related investors.

The transaction shows 461 RSUs granted at $0 consideration, indicating a compensatory award rather than a purchase. The report lists 97,948 shares directly held by the reporting person and substantial indirect holdings (2,689,172 and 1,987,084) via two North Bridge entities, which may be material to ownership concentration analysis but does not indicate a change in control or a market-moving transfer.

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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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^*

ANDERSON EDWARD T

(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)
09/15/2025

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	09/15/2025		A		461(1)	A	$0	97,948	D
Common Stock								2,689,172	I	North Bridge VenturePartners 7, L.P.
Common Stock								1,987,084	I	North Bridge VenturePartners VI, L.P.

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. This represents an award of restricted stock units to the Issuer's non-employee director. Each unit represents a contingent right to receive one share of the Issuer's common stock upon vesting. One hundred percent (100%) of the restricted stock units was scheduled to vest on September 15, 2025, but settlement has been deferred under our non-employee director RSU deferral program.

Remarks:

	/s/ Margaret Chow, by Power of Attorney for Edward T. Anderson	09/17/2025
	** 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 director Edward T. Anderson report on Form 4 (BASE)?

He reported an award of 461 restricted stock units granted on 09/15/2025, with settlement deferred under the director RSU deferral program.

How many shares does Edward T. Anderson beneficially own according to this Form 4?

The filing shows 97,948 shares directly beneficially owned and indirect beneficial ownership of 2,689,172 and 1,987,084 shares through North Bridge entities.

Were any shares sold or purchased for cash in this transaction?

No. The Form 4 reports an award of RSUs with a transaction price of $0, indicating a compensatory grant rather than a market purchase or sale.

When were the RSUs scheduled to vest and what happened to settlement?

One hundred percent of the RSUs were scheduled to vest on 09/15/2025, but settlement was deferred under the issuer’s non-employee director RSU deferral program.

Does this Form 4 indicate a change in control or material disposition of shares at Couchbase (BASE)?

No. The filing reports a compensatory RSU award and ownership disclosures; it does not disclose a change in control or a material disposition of shares.