Couchbase, Inc. SEC Filings

Couchbase director Lynn M. Christensen received and vested restricted stock units. The Form 4 reports an award of 398 restricted stock units that vested in full on 09/15/2025, each unit converting to one share of common stock upon vesting. The reported transaction shows an acquisition code with a $0 price, reflecting issuance of shares upon vesting rather than a cash purchase. Following the transaction, Ms. Christensen beneficially owns 12,218 shares of Couchbase common stock. The filing was signed by a power of attorney on behalf of the reporting person on 09/17/2025.

Richard A. Simonson, a director of Couchbase, Inc. (BASE), received 778 restricted stock units that fully vested on September 15, 2025. Each unit converts to one share of common stock upon vesting and the award was reported as acquired at $0 per share. After the transaction, Mr. Simonson beneficially owns 51,549 shares of Couchbase common stock. The Form 4 was signed by a power of attorney on September 17, 2025.

Couchbase, Inc. disclosed that its stockholders approved the Merger Agreement at a special meeting, with detailed vote counts recorded for the proposals presented. For the primary proposal, 45,485,223 votes were cast in favor and 93,694 opposed. A second proposal was also approved with 46,126,854 votes for and 86,059 against. A third proposal described in the proxy was rendered moot and not presented because of the approval of the primary proposal. The company attached a press release as Exhibit 99.1 announcing the outcome and incorporated it by reference.

Couchbase, Inc. reported interim financials and disclosures tied to a proposed merger with Cascade Parent Inc. The company had $142.2 million in cash, cash equivalents and short-term investments as of July 31, 2025 and stated short-term investments of $98.1 million and cash of $44.1 million separately. Revenue for fiscal 2025 totaled $209.5 million and for fiscal 2024 $180.0 million; revenue for the six months ended July 31, 2025 was $114.1 million versus $102.9 million a year earlier. The company recorded net losses of $74.7 million and $80.2 million for fiscal 2025 and 2024, respectively, and net losses of $41.5 million and $40.9 million for the six months ended July 31, 2025 and 2024, respectively, with an accumulated deficit of $606.8 million as of July 31, 2025. Remaining performance obligations were $270.7 million, with $160.3 million expected to be recognized in the next 12 months. The June 20, 2025 Merger Agreement sets a per-share cash consideration formula and termination fees of $42.0 million or $82.5 million depending on circumstances; the special stockholder meeting was scheduled for September 9, 2025 and closing is expected by year-end 2025, after which Couchbase would be delisted from Nasdaq. The company disclosed two related shareholder complaints and reiterated risks including competition, security, regulatory and execution risks.

Matthew M. Cain, Chair, President and CEO of Couchbase, Inc. (BASE), reported planned insider sales under a Rule 10b5-1 trading plan. The Form 4 shows two transactions: on 08/29/2025 he sold 5,542 shares at a weighted-average price of $24.3898 and on 09/02/2025 he sold 17,669 shares at a weighted-average price of $24.3823. The reported sales were made pursuant to a 10b5-1 plan adopted on 10/03/2024. Following the reported transactions Cain beneficially owned 847,407 shares after the first sale and 829,738 shares after the second sale. The form is signed by Margaret Chow by power of attorney on behalf of Mr. Cain on 09/03/2025.

Couchbase amended its proxy statement to update disclosures about the board's strategic review, financing discussions and valuation references. The Ad Hoc Strategy/Strategy Committee met repeatedly with management and advisers Morgan Stanley and Wilson Sonsini to review interest from several financial sponsors (including Haveli and Sponsor 3) and strategic acquirors; the committee instructed advisers to seek higher acquisition proposals and did not agree to exclusivity. Morgan Stanley added a selected public comparables analysis section and reported publicly available analyst price targets with a median of $22 and a range of $16.00 to $25.00. The filing also discloses a $102,150 retention bonus for CEO William Carey payable at merger closing, subject to continued employment.

Couchbase, Inc. (BASE) insider transaction: Matthew M. Cain, the company's Chair, President and CEO, reported a sale of 12,357 shares of common stock on 08/18/2025 at a weighted average price of $24.3469 per share under a Rule 10b5-1 trading plan adopted 10/03/2024. After the reported disposition, Mr. Cain beneficially owned 852,949 shares. The Form 4 was signed by Margaret Chow by power of attorney on 08/20/2025. The filer states the reported sale consisted of multiple transactions at prices ranging from $24.33 to $24.37 and offers to provide detailed price-by-price information on request.