Couchbase, Inc. SEC Filings

Couchbase, Inc. director David C. Scott reported transactions tied to a merger that closed on 09/24/2025. At the effective time of the merger, Couchbase became a wholly owned subsidiary of Cascade Parent Inc., and outstanding common shares were converted into the right to receive $24.50 per share in cash. The filing shows 37,738 shares of common stock were disposed and the reporting person holds 0 shares following the transaction. Stock options that were fully vested and in-the-money were cancelled and converted into cash equal to the excess of the per-share price over the exercise price for 121,623 underlying shares, resulting in 0 options remaining. Unvested RSUs were cancelled and converted into contingent cash awards that retain the original vesting schedule and certain acceleration provisions.

Insider ownership change tied to merger: Director Carol W. Carpenter reported that outstanding common stock and unvested RSUs were converted into cash at a per-share price of $24.50 as part of a completed merger that made the issuer a wholly owned subsidiary of the buyer. As a result of the cash-out, the reporting person’s previously held 26,938 shares were disposed and her remaining beneficial ownership of common stock is shown as zero.

One fully vested stock option with a $28.60 exercise price was cancelled for no consideration because its strike exceeded the cash-out price. Unvested RSUs were converted into contingent cash awards that preserve prior vesting schedules and certain acceleration features but will pay in cash rather than stock.

Couchbase, Inc. (BASE) director Aleksander J. Migon reported the disposition of 45,734 shares of common stock on 09/24/2025 in connection with a merger. Under the Merger Agreement dated June 20, 2025, Merger Sub merged into Couchbase and Couchbase became a wholly owned subsidiary of Cascade Parent Inc.

At the Effective Time, Migon’s shares and previously vested RSUs that had deferred settlement were converted into the right to receive $24.50 per share in cash, and any unvested RSUs were cancelled and converted into contingent cash awards subject to the original vesting terms (less withholding taxes).

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.

Couchbase, Inc. (BASE) submitted a Form 25 notification indicating the class of its securities will be removed from listing and/or registration on the Nasdaq Stock Market LLC. The filing lists the issuer's principal office at 3250 Olcott Street, Santa Clara, CA and provides a contact phone number. The form cites compliance with the Exchange Act withdrawal procedures under 17 CFR 240.12d2-2, and states that the Exchange and the Issuer have complied with applicable rules for striking the class from listing and/or voluntary withdrawal.

Couchbase, Inc. completed a merger on September 24, 2025 under an Agreement and Plan of Merger dated June 20, 2025, whereby Cascade Merger Sub, Inc. merged with and into the Company and the Company became a wholly owned subsidiary of Cascade Parent Inc. At the effective time of the merger, each issued and outstanding share of Couchbase common stock (subject to certain exceptions) was converted into the right to receive $24.50 in cash per share, without interest and less applicable withholding taxes. In connection with the merger, Couchbase terminated all offerings under its existing Form S-8 registration statements and, by this post-effective amendment, has removed and deregistered any unsold securities previously registered under those registration statements, leaving no remaining securities registered under them.

Couchbase, Inc. completed a merger on September 24, 2025 under which it became a wholly owned subsidiary of Cascade Parent Inc. At the effective time each issued and outstanding share of Couchbase common stock was converted into the right to receive $24.50 in cash per share, subject to applicable withholding taxes. The filing states the Company has terminated all offerings under its previously filed Form S-8 registration statements and is removing from registration any unsold securities under those statements by means of this post-effective amendment.

The amendment lists seven Form S-8 registration statements (including registration numbers 333-258101 through 333-286093) that covered employee equity plans and an inducement plan; after this post-effective amendment there will be no remaining securities registered by the Company under those registration statements.

Couchbase, Inc. completed a merger on September 24, 2025 under an Agreement and Plan of Merger dated June 20, 2025, by which Cascade Merger Sub merged into Couchbase and Couchbase became a wholly owned subsidiary of Cascade Parent Inc. At the effective time each issued and outstanding share of Couchbase common stock (subject to described exceptions) was converted into the right to receive $24.50 in cash, without interest and less applicable withholding taxes. As a result of the merger, the company terminated all offerings under its outstanding Form S-8 registration statements and has filed this post-effective amendment to deregister and remove from registration any unsold securities under those registration statements, leaving no remaining securities registered under them.

Couchbase, Inc. completed a merger under which it became a wholly owned subsidiary of Cascade Parent Inc. As a result, each outstanding share of Couchbase common stock was converted into the right to receive $24.50 in cash per share, net of applicable withholding taxes. The company has terminated all offerings under its existing Form S-8 registration statements and, by this post-effective amendment, has removed from registration any unsold shares previously registered under those S-8s so that no securities remain registered under those filings.