BASE Form 4: Margaret Chow’s Holdings Converted to Cash at $24.50

Rhea-AI Filing Summary

Margaret Chow, SVP & Chief Legal Officer of Couchbase, Inc. (BASE), reported transactions tied to the company's merger closing on 09/24/2025. At the effective time of the merger, outstanding common shares and equity awards were converted or cancelled for cash consideration of $24.50 per share. The report shows 191,917 common shares disposed, and derivative awards (19,999 options at $21.40, 122,999 options at $7.75, and 46,000 RSUs/PSUs) were cancelled and converted into cash rights or awards with vesting or payout terms described in the merger agreement. Following these transactions, Ms. Chow reports 0 shares beneficially owned in each listed category.

Insights

Financial Analyst

TL;DR: Insider equity converted to cash at $24.50 per share due to the merger; material liquidity event for equity holders.

This Form 4 records a corporate change of control where equity holdings and awards were cashed out at a fixed per-share price of $24.50. The report quantifies large notional positions converted to cash: 191,917 common shares and 188,998 total underlying shares from options and RSUs/PSUs listed. For investors, this is a definitive exit of the reporting insider's company stock position tied to the merger mechanics rather than voluntary market sales.

Corporate Governance Expert

TL;DR: Merger provisions automatically converted and, where applicable, preserved vesting mechanics for certain awards.

The filing confirms contractually driven cancellations and conversions under the Merger Agreement. Performance-based RSUs had a portion deemed 100% vested and paid in cash, while remaining unvested PSUs were converted to time-based vesting for future payout or subject to severance acceleration. These are typical governance protections in M&A but are material as they affect executive compensation realization and alignment at closing.

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^*

Chow Margaret

(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)
	SVP & Chief Legal Officer

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)		191,917	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)	$21.4	09/24/2025		D(1)			19,999	(4)	03/09/2031	Common Stock	19,999	(4)	0	D
Stock Option (Right to Buy)	$7.75	09/24/2025		D(1)			122,999	(4)	06/23/2030	Common Stock	122,999	(4)	0	D
Performance-based Restricted Stock Units	(5)(6)	09/24/2025		D(1)			46,000	(5)(6)	01/31/2028	Common Stock	46,000	(5)(6)	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 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.

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.

5. Reflects an award of performance-based RSUs ("PSU") consisting of: (1) 38,334 shares subject to such PSU award ("Vested PSU"), which, at the Effective Time, all performance goals or other vesting criteria of the Vested PSU award were deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, and such Vested PSU award was cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the total number of shares of common stock subject to such Vested PSU award immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable withholding taxes, and

6. (2) 7,666 shares subject to such PSU award ("Unvested PSU"), which, pursuant to the terms of the Merger Agreement, became subject to time-based vesting at the Effective Time on December 15, 2025, subject to continued status as a service provider through each such date. The Unvested PSU award remains eligible for accelerated vesting in accordance with the applicable severance provisions.

	/s/ Margaret Chow	09/24/2025
	** Signature of Reporting Person	Date
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FAQ

What price per share was used to convert Couchbase (BASE) equity in the merger?

The Per Share Price used in the Merger Agreement and noted in the Form 4 is $24.50 per share.

How many common shares did Margaret Chow dispose of in the merger?

The Form 4 reports 191,917 common shares disposed at the Effective Time, converted to cash under the merger terms.

What happened to Ms. Chow's stock options and RSUs at the Effective Time?

In-the-money options and RSUs were cancelled and converted into cash rights equal to the excess of the per-share price over option exercise price or the Per Share Price times underlying shares, per the Merger Agreement.

Were any performance awards paid out or accelerated?

Yes. 38,334 shares of PSUs were deemed 100% achieved and converted to cash; 7,666 PSUs became time‑based vesting awards with vesting dates and potential acceleration upon qualifying termination.

Does the Form 4 show any remaining beneficial ownership by the reporting person?

No. Following the reported transactions, the filing shows 0 shares beneficially owned in each listed category.