Couchbase, Inc. SEC Filings

Couchbase, Inc. completed a merger on September 24, 2025 under an Agreement and Plan of Merger dated June 20, 2025, whereby Cascade Merger Sub merged into Couchbase and Couchbase continued as the surviving corporation as 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 certain exceptions and applicable withholding taxes. As a result of the merger and the cash-out of shares, Couchbase has terminated all offerings under its existing Form S-8 registration statements and, by this post-effective amendment, has deregistered and removed from registration all unsold securities previously registered under those registration statements.

Couchbase, Inc. filed a post-effective amendment to terminate and deregister all shares previously registered under multiple Form S-8 registration statements following its merger into Cascade Parent Inc. on September 24, 2025. At the merger effective time Merger Sub merged into Couchbase, with Couchbase surviving as a wholly owned subsidiary of Parent. Each issued and outstanding share of Couchbase common stock, subject to exceptions in the merger agreement, was converted into the right to receive $24.50 in cash, without interest and less any applicable withholding taxes. The company cancelled its outstanding offerings under the listed registration statements and removed all unsold shares from registration; after this amendment no securities remain registered under those statements.

Couchbase, Inc. (BASE) disclosed the completion of a merger that converted or cancelled its equity awards and suspended trading of its common stock on Nasdaq. Time‑based and performance RSUs were cancelled and converted into cash rights equal to the number of shares covered multiplied by the stated Per Share Price, net of required tax withholdings. Performance awards tied to stock price targets above the Per Share Price were cancelled without payout. Vested and unvested stock options were similarly cashed out or converted to contingent cash rights based on the excess of the Per Share Price over the exercise price; options with exercise prices greater than or equal to the Per Share Price were cancelled for no consideration.

The company requested Nasdaq suspend trading and file for delisting and deregistration under Section 12(b); delisting will become effective 10 days after Form 25 is filed. Couchbase's bylaws were amended and its 2021 Employee Stock Purchase Plan will be terminated. Some Converted PSU Cash Awards are scheduled to vest on December 15, 2025, subject to continued service and certain terms.

Couchbase, Inc. director and SVP & Chief Legal Officer Margaret Chow reported a sale of 7,509 shares of common stock on 09/16/2025 at an average price of $24.4068 per share. The filing states the shares were sold to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units and were executed as a "sell to cover" rather than a discretionary sale.

After the transaction, Ms. Chow beneficially owned 191,917 shares of Couchbase common stock. The Form 4 is a routine disclosure of an insider tax-related sale and does not indicate any additional derivative transactions or amendments.

Couchbase, Inc. (BASE) director and CEO Matthew M. Cain reported a routine sell-to-cover transaction tied to the vesting and settlement of restricted stock units. On 09/16/2025, Mr. Cain disposed of 35,677 shares of common stock at a reported price of $24.4068 per share to satisfy tax withholding obligations, leaving him with 794,061 shares beneficially owned following the transaction. The Form 4 was signed by a power of attorney on behalf of Mr. Cain on 09/18/2025. The filing indicates the sale was made solely to cover taxes and was not a discretionary open-market sale by the reporting person.

Couchbase, Inc. (BASE) insider Huw Owen, SVP & Chief Revenue Officer, reported a routine sell-to-cover transaction on 09/16/2025. He disposed of 23,017 shares of Common Stock at a reported price of $24.4068 per share to satisfy tax withholding related to the vesting and settlement of restricted stock units. After the transaction, the reporting person beneficially owned 354,803 shares. The Form 4 was filed individually and signed by Margaret Chow by power of attorney on 09/18/2025.

William R. Carey, Interim CFO & CAO and director of Couchbase, Inc. (BASE), reported a sale of 3,507 shares of common stock on 09/16/2025 at a price of $24.4068 per share. After the transaction, the reporting person beneficially owned 88,936 shares. The Form 4 states the shares were sold to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units (a "sell-to-cover" transaction) and was not a discretionary trade by the reporting person. The filing was signed by Margaret Chow by power of attorney on behalf of William R. Carey on 09/18/2025.

Aleksander J. Migon, a director of Couchbase, Inc. (BASE), was awarded 461 restricted stock units (RSUs) on 09/15/2025. Each RSU represents a contingent right to one share of common stock. The filing reports 45,734 shares beneficially owned by Mr. Migon following the reported transaction.

The RSUs were scheduled to vest 100% on 09/15/2025, but settlement has been deferred under the companys non-employee director RSU deferral program. The Form 4 was signed on behalf of Mr. Migon by Margaret Chow by power of attorney on 09/17/2025.

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.