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BASE Form 4: Insider Tax Sale of 5,749 Shares by SVP Margaret Chow

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Couchbase, Inc. (BASE) – Form 4 Insider Transaction Summary

On 06/16/2025, Margaret Chow, the company’s SVP & Chief Legal Officer, executed a Code “F” transaction, selling 5,749 common shares at $19.0357 per share. The sale was automatically conducted to satisfy tax-withholding obligations arising from the vesting of restricted stock units and is therefore deemed non-discretionary. Following the sale, Chow’s direct holdings stand at 199,426 shares, representing a reduction of roughly 3% of her prior position.

No derivative securities were reported, and there is no indication of additional open-market sales or purchases. Because the transaction was executed solely for tax purposes and involved a relatively small portion of the insider’s total holdings, it is generally viewed as neutral from a governance and sentiment perspective.

Positive

  • None.

Negative

  • Insider share sale: 5,749 shares were sold, which can be perceived as marginally negative, although the sale was mandatory for tax withholding.

Insights

TL;DR: Small Rule-10b5-1 tax sale; governance-neutral, minimal market impact.

The Form 4 shows a single 5,749-share sale (≈$109k) by SVP & CLO Margaret Chow under transaction code “F,” indicating the sale’s sole purpose was to cover withholding taxes on recently vested RSUs. Such sales are pre-arranged and non-discretionary, reducing any signaling effect that could imply insider concern. Post-transaction ownership remains substantial at nearly 200k shares, suggesting continued alignment with shareholders. Given the modest size (≈3% of her stake) and the administrative nature of the transaction, I assess the filing as neutral with negligible impact on valuation or sentiment.

Insider Chow Margaret
Role SVP & Chief Legal Officer
Type Security Shares Price Value
Tax Withholding Common Stock 5,749 $19.0357 $109K
Holdings After Transaction: Common Stock — 199,426 shares (Direct)
Footnotes (1)
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Form 4 Insider Transactions: What Each Field Means →
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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
06/16/2025
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 06/16/2025 F 5,749(1) D $19.0357 199,426 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 06/18/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Couchbase (BASE) shares did Margaret Chow sell on 06/16/2025?

She sold 5,749 common shares.

What was the sale price of the BASE shares in this Form 4 filing?

The shares were sold at $19.0357 per share.

Why were the shares sold according to the Form 4 explanation?

The shares were sold to cover tax-withholding obligations tied to vested RSUs (a Rule 10b5-1 ‘sell-to-cover’).

How many Couchbase shares does Margaret Chow own after the transaction?

She directly owns 199,426 shares following the reported sale.

Does this insider transaction signal a change in company outlook?

The filing states the sale was non-discretionary for tax purposes, so it is generally considered neutral regarding company outlook.