Couchbase, Inc. SEC Filings

Couchbase, Inc. (NASDAQ: BASE) has entered into a definitive Agreement and Plan of Merger with Cascade Parent Inc. and Cascade Merger Sub Inc., affiliates of Haveli Investments. Under the agreement, each outstanding share of Couchbase common stock will be converted into the right to receive $24.50 in cash at closing. After the transaction, Couchbase will become a wholly-owned subsidiary of Parent.

The Board of Directors unanimously approved the merger and will recommend that shareholders adopt the agreement at a forthcoming special meeting. A short “go-shop” window runs through 11:59 p.m. ET on 23 June 2025, permitting Couchbase to solicit superior bids before customary “no-shop” provisions take effect on 24 June 2025.

Equity awards treatment:

• Vested RSUs and PSUs convert to cash equal to the share count × $24.50.
• Unvested RSUs and PSUs convert to contingent cash rights that vest on scheduled quarterly dates, subject to continued service.
• Vested options are cashed out for the intrinsic value based on the $24.50 price; underwater options are cancelled with no payment.
• Outstanding warrants receive cash equal to intrinsic value.

Key closing conditions include: (1) approval by a majority of outstanding voting shares; (2) receipt or expiration of required antitrust clearances; and (3) absence of legal restraints. The outside termination date is 20 December 2025, extendable under certain circumstances.

Termination fees: Couchbase may owe Parent $42 million (reduced to $21 million for certain “go-shop” superior proposals) if it accepts a higher bid or the Board changes its recommendation. Parent faces an $82.5 million reverse termination fee if it fails to close under specified conditions.

The transaction provides immediate, all-cash liquidity to Couchbase shareholders, while preserving the ability to seek better offers during the brief go-shop period. Investors should monitor regulatory progress and shareholder voting timelines, as well as any competing bids that may emerge before the no-shop period begins.

Bank of Montreal (BMO) is offering US$316,000 of Senior Medium-Term Notes, Series K – Barrier Enhanced Return Notes (the “notes”) linked to the least-performing of the NASDAQ-100 Index (NDX) and the Russell 2000 Index (RTY). The pricing supplement (filed under Registration No. 333-285508 pursuant to Rule 424(b)(2)) sets out final terms dated 25 June 2025.

Key structural features

• Tenor: three years; Settlement Date 30 Jun 2025; Maturity Date 30 Jun 2028.
• Upside: 121.20% leveraged participation in any positive percentage change of the Least Performing Reference Asset, paid at maturity.
• Downside: 30 % buffer. If the Final Level of the Least Performing Reference Asset is below 70 % of its Initial Level, principal loss is 1-for-1 with the negative percentage change, up to full loss of principal.
• No periodic coupons and no listing on any securities exchange.
• Reference Asset Initial Levels: NDX 22,237.740 and RTY 2,136.185; Barrier Levels: NDX 15,566.420 and RTY 1,495.330.
• Issue price: 100 % of face. Agent’s commission: approximately 2.9209 % ($9,230 in aggregate); net proceeds to BMO: approximately 97.0791 % ($306,770).
• Estimated initial value: $952.41 per $1,000 note, reflecting a built-in premium of ~4.8 % over theoretical value.
• Unsecured, unsubordinated obligations of BMO; investors bear BMO credit risk. Notes are not insured by the FDIC, CDIC or any other agency and are not convertible under CDIC bail-in rules.

Illustrative payouts

• +10 % Index gain ➔ ~+12.12 % note return (10 % × 121.20 %).
• -30 % Index loss (exactly at barrier) ➔ full principal repayment.
• -40 % Index loss ➔ -40 % note loss; investor receives $600 per $1,000 face.

Risk disclosures emphasise the potential for total loss, the note’s dependence on the worst-performing index, lack of diversification benefits, no interim interest, secondary-market price volatility, and differences between note performance and direct index investment.

Couchbase, Inc. (NASDAQ: BASE) – Form 144 filing

The notice reports a planned Rule 144 sale of 1,321 common shares (aggregate market value $25,006.53) through Morgan Stanley Smith Barney, with an anticipated trade date of 20 June 2025 on the NASDAQ. The shares were originally received as restricted stock units on 15 June 2023. With 54,084,446 shares outstanding, the proposed sale represents roughly 0.002% of total shares, indicating minimal dilution.

The same shareholder has disposed of 3,316 shares during the past three months—1,016 shares on 16 June 2025 for $19,340.27 and 2,300 shares on 4 June 2025 under a 10b5-1 plan for $44,850.00—bringing total recent sales to 4,637 shares.

The filer affirms no knowledge of undisclosed adverse information, as required under Rule 144, and cites compliance with 10b5-1 where relevant.

Couchbase, Inc. (NASDAQ: BASE) has filed a Form 144 indicating an insider’s intent to sell additional shares under Rule 144. The notice covers 122,355 common shares with an aggregate market value of $2,316,180.15. Morgan Stanley Smith Barney LLC is listed as the broker, and the shares are expected to be sold on or about 20 June 2025 on the NASDAQ exchange.

The shares to be sold were acquired on 16 June 2024 through RSU/PSU vesting from the issuer. Total shares outstanding are reported at 54,084,446, so the planned sale represents roughly 0.23 % of the current share count, limiting dilution concerns.

Recent insider activity:

• 10b5-1 sales for Matthew Cain on 17 June 2025: 7,833 shares for gross proceeds of $156,747.73.
• Direct sales by Matthew Cain on 16 June 2025: 36,102 shares for $687,226.84.

The filing confirms that the seller attests to not possessing undisclosed material adverse information and, by referencing a 10b5-1 plan, signals pre-arranged, compliance-driven trading.

Couchbase, Inc. (BASE) filed a Form 4 disclosing that Interim CFO & CAO William R. Carey disposed of 1,016 shares of common stock on 06/16/2025 at an average price of $19.0357 per share. The transaction code “F” indicates the sale was executed solely to satisfy tax-withholding obligations related to the vesting and settlement of previously granted restricted stock units (RSUs); it was not a discretionary open-market sale.

Following the sell-to-cover transaction, Carey’s direct beneficial ownership stands at 93,764 shares of Couchbase common stock. No derivative securities were reported as acquired or disposed. The filing contains no additional transactions, amendments, or footnotes suggesting broader strategic intentions.

Because the sale was limited in size (≈$19,400 in proceeds) and driven by statutory tax requirements, it is generally viewed as routine housekeeping rather than an indicator of changing insider sentiment. The executive’s substantial remaining stake suggests continuing alignment with shareholder interests.

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.

Couchbase, Inc. (BASE) – Form 4 insider transaction

On 06/16/2025, Huw Owen, the company’s Senior Vice-President & Chief Revenue Officer, reported a transaction coded “F,” indicating a sale to cover tax-withholding obligations arising from the vesting of restricted stock units (RSUs). A total of 23,290 common shares were sold at an average price of $19.0357 per share, generating roughly $0.44 million in gross proceeds that were remitted for taxes. Because the Code F designation denotes a non-discretionary, automatic sale, the trade does not represent an elective reduction of the executive’s investment position.

Following the transaction, Owen’s direct beneficial ownership stands at 404,409 common shares. The filing contains no derivative security activity and no changes to options or other equity instruments.

For investors, the key takeaway is that the executive continues to hold a sizeable equity stake, which helps maintain alignment with shareholder interests. Nevertheless, any insider sale—regardless of intent—can attract market attention and may be interpreted as a signal. Given the nature and size of the transaction (approximately 5.8% of the insider’s prior direct holdings), the overall impact is judged as neutral.

Form 4 filing overview (BASE – Couchbase, Inc.)

On 18 June 2025, Couchbase filed a Form 4 reporting that non-employee director Richard A. Simonson received 1,013 restricted stock units (RSUs) that vested immediately on 16 June 2025. Each RSU converts 1-for-1 into common stock at no cost, resulting in the acquisition of 1,013 common shares.

• Price paid: $0 (equity compensation, not an open-market purchase)
• Post-transaction ownership: 50,771 common shares held directly
• Position: Independent Director (no officer role disclosed)
• Nature of transaction: Routine annual equity grant under the company’s non-employee director compensation program

No shares were disposed of, no derivative instruments were exercised or sold, and the filing makes no reference to a Rule 10b5-1 trading plan. The award modestly aligns the director’s interests with shareholders but is immaterial to Couchbase’s overall share count and does not signal a directional view on the stock.