Welcome to our dedicated page for Couchbase SEC filings (Ticker: BASE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Couchbase, Inc. SEC filings document the completed transition of the former Nasdaq-listed cloud database company from a public registrant to a wholly owned subsidiary of Cascade Parent Inc. The 8-K records the merger closing, related material agreements and financing arrangements, including a Holdco credit agreement used in connection with the transaction.
Subsequent Form 25 and Form 15 filings cover removal of Couchbase common stock from Nasdaq listing and registration, termination of Section 12(g) registration, and suspension of Exchange Act reporting obligations for the class of common stock.
EVR Research LP and EVR Master Fund, LP filed an amendment on Schedule 13G relating to Couchbase, Inc. (ticker: BASE). The filing reports that both reporting persons beneficially own 0 shares of Couchbase common stock, representing 0% of the class, with no sole or shared voting or dispositive power. The filing also states the reporting persons are not acquiring or holding the securities to influence control of the issuer. The document lists the firms' addresses and identifies the Firm as a Delaware limited partnership and EVR Master as a Cayman Islands exempted limited partnership.
Couchbase (BASE) is seeking shareholder approval for a $24.50-per-share, all-cash sale to Cascade Parent Inc., an affiliate of Haveli Investments. A virtual special meeting will be held on 9 Sep 2025 to vote on: 1) adoption of the merger agreement, 2) an advisory “say-on-pay” for deal-related executive compensation, and 3) any adjournment.
The offer represents a 67 % premium to the 27 Mar 2025 close and 29 % to the 18 Jun 2025 close, valuing the 55.25 M shares outstanding at roughly $1.35 bn. The board unanimously recommends the deal and received a Morgan Stanley fairness opinion stating the price is financially fair. Haveli-backed funds have delivered a fully committed equity financing; the deal carries no financing condition. Voting agreements from directors, executives and Haveli cover about 33 % of the vote.
A three-day go-shop has lapsed; Couchbase is now under a no-shop with customary fiduciary outs. If a superior bid is accepted, Couchbase owes a $42 m termination fee; Parent owes a $82.5 m reverse fee if financing fails. Equity awards convert to cash and employees receive at least 12-month benefit parity. Closing requires majority shareholder approval plus U.S. HSR, UK NSI and Turkish antitrust/FDI clearances. Outside date is 20 Dec 2025 (extendable to 20 Mar 2026). Shareholders not voting for the merger may seek appraisal under DGCL §262. Post-closing, BASE will be delisted from Nasdaq and deregistered.
Form 4 snapshot – Couchbase, Inc. (BASE)
Filed on 06/27/2025, the Form 4 reports that Huw Owen, Couchbase’s SVP & Chief Revenue Officer, sold 15,873 shares of common stock on 06/25/2025. The weighted-average sale price was $24.2771, with individual trades executed between $24.11 and $24.34. The sale was carried out under a Rule 10b5-1 trading plan adopted on 09/30/2024.
After this transaction, Owen’s directly held stake decreased to 377,820 shares. No derivative security transactions were reported, and there were no acquisitions of additional shares.
The filing contains no financial performance data, but it does confirm that Owen remains an officer of the company. Investors often watch insider activity for sentiment cues; the pre-planned nature of the trade may temper interpretations of the sale.
Form 144 Notice of Proposed Sale filed for Couchbase (NASDAQ: BASE) indicates a planned sale of 15,873 shares of common stock with an aggregate market value of $387,459.93. The securities were acquired through Restricted Stock Units from the issuer on June 16, 2025.
The sale will be executed through Morgan Stanley Smith Barney LLC on the NASDAQ exchange, with an approximate sale date of June 25, 2025. The total outstanding shares are reported at 54,084,446.
Recent trading activity by the same seller (Huw Owen) includes:
- June 20, 2025: 10,716 shares sold for $261,899.04
- June 16, 2025: 23,290 shares sold for $443,341.45
- March 28, 2025: 15,938 shares sold for $245,846.84
This Form 144 filing represents the seller's declaration that they are unaware of any material adverse non-public information regarding Couchbase's operations.