Couchbase Bought for $24.50/Share; Employee S-8 Registrations Terminated

Rhea-AI Filing Summary

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.

Positive

• Merger completed with Couchbase becoming a wholly owned subsidiary of Cascade Parent Inc.
• Cash consideration of $24.50 per share was provided for each issued and outstanding share subject to described exceptions.
• Company fulfilled registration undertakings by terminating S-8 offerings and deregistering unsold securities.

Negative

• Employee equity offerings under multiple S-8 registrations were terminated, removing publicly registered resale paths for unsold plan shares.
• No remaining securities will be registered under the listed Registration Statements following this post-effective amendment.

Insights

M&A Specialist

TL;DR: Couchbase was acquired for $24.50 per share in cash; registrations for employee equity offerings were terminated and deregistered.

The filing documents the closing mechanics of the previously agreed merger: Merger Sub merged into Couchbase, which continues as the surviving corporation and is now a wholly owned subsidiary of the buyer. Considerations explicitly stated include the cash conversion of each outstanding share into $24.50 per share, subject to withholding. The company followed through on procedural obligations by terminating its Form S-8 offerings and removing any unsold registered shares via post-effective amendment. This filing reflects standard post-closing housekeeping required to clear outstanding employee-plan registrations after a change-of-control transaction.

Corporate Governance Expert

TL;DR: The company completed delisting actions tied to the acquisition and formally deregistered employee equity offerings.

The document confirms that Couchbase satisfied its undertaking to remove unsold securities from registration after the merger and effected termination of its S-8 registration statements. This action is consistent with the company becoming a private subsidiary and eliminates public registration obligations for equity awards previously available under multiple plans and S-8 filings. The filing is procedural but material because it finalizes the transition of equity oversight and disclosure responsibilities to the new parent structure.

As filed with the Securities and Exchange Commission on September 24, 2025

Registration Statement No. 333-258101

Registration Statement No. 333-259474

Registration Statement No. 333-264033

Registration Statement No. 333-269227

Registration Statement No. 333-270944

Registration Statement No. 333-278242

Registration Statement No. 333-286093

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT NO. 333-258101

FORM S-8 REGISTRATION STATEMENT NO. 333-259474

FORM S-8 REGISTRATION STATEMENT NO. 333-264033

FORM S-8 REGISTRATION STATEMENT NO. 333-269227

FORM S-8 REGISTRATION STATEMENT NO. 333-270944

FORM S-8 REGISTRATION STATEMENT NO. 333-278242

FORM S-8 REGISTRATION STATEMENT NO. 333-286093

UNDER

THE SECURITIES ACT OF 1933

Couchbase, Inc.

(Exact name of registrant as specified in its charter)

Delaware		26-3576987
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3155 Olsen Drive

San Jose, California 95117

(650) 417-7500

(Address of principal executive offices, including zip code)

Couchbase, Inc. 2023 Inducement Equity Incentive Plan

Couchbase, Inc. 2021 Equity Incentive Plan

Couchbase, Inc. 2021 Employee Stock Purchase Plan

Couchbase, Inc. 2018 Equity Incentive Plan

Couchbase, Inc. 2008 Equity Incentive Plan

Non-Plan Option Award

(Full titles of the plan)

Amir Jafari

Chief Financial Officer

3155 Olsen Drive

San Jose, California 95117

(650) 417-7500

(Name, address and telephone number of agent for service)

Copies to:

Rezwan D. Pavri

Richard C. Blake

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

(650) 493-930

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE – DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) originally filed by Couchbase, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”):

• Registration Statement No. 333-258101 on Form S-8, registering (i) 4,120,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), issuable pursuant to the Couchbase, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), (ii) 830,000 shares of Common Stock issuable pursuant to the Couchbase, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”), (iii) 5,453,222 shares of Common Stock issuable pursuant to the Couchbase, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), (iv) 4,447,107 shares of Common Stock issuable pursuant to the Couchbase, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), and (v) 16,674 shares of Common Stock issuable pursuant to the non-plan option award, filed with the SEC on July 22, 2021.

• Registration Statement 333-259474 on Form S-8, registering an additional 2,084,389 shares of Common Stock issuable pursuant to the 2008 Plan and the 2018 Plan, filed with the SEC on September 13, 2021.

• Registration Statement 333-264033 on Form S-8, registering an additional (i) 2,192,374 shares of Common Stock issuable pursuant to the 2021 Plan and (ii) 438,474 shares of Common Stock issuable pursuant to the 2021 ESPP, filed with the SEC on March 31, 2022.

• Registration Statement 333-269227 on Form S-8, registering 1,300,000 shares of Common Stock issuable pursuant to the Couchbase, Inc. 2023 Inducement Equity Incentive Plan, filed with the SEC on January 13, 2023.

• Registration Statement 333-270944 on Form S-8, registering an additional (i) 2,271,601 shares of Common Stock issuable pursuant to the 2021 Plan and (ii) 454,320 shares of Common Stock issuable pursuant to the 2021 ESPP, filed with the SEC on March 29, 2023.

• Registration Statement 333-278242 on Form S-8, registering an additional (i) 2,453,993 shares of Common Stock issuable pursuant to the 2021 Plan and (ii) 490,798 shares of Common Stock issuable pursuant to the 2021 ESPP, filed with the SEC on March 26, 2024.

• Registration Statement 333-286093 on Form S-8, registering an additional (i) 2,653,937 shares of Common Stock issuable pursuant to the 2021 Plan and (ii) 530,787 shares of Common Stock issuable pursuant to the 2021 ESPP, filed with the SEC on March 25, 2025.

On September 24, 2025, pursuant to the Agreement and Plan of Merger, dated June 20, 2025, by and among Cascade Parent Inc., a Delaware corporation (“Parent”), Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent. At the effective time of the Merger, each issued and outstanding share of Common Stock, subject to certain exceptions as described in the Merger Agreement, was automatically converted into the right to receive $24.50 in cash, without interest and less any applicable withholding taxes.

In connection with the Merger, the Company has terminated all offerings of securities pursuant to its existing Registration Statements under the Securities Act of 1933. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered pursuant to the Registration Statements which remain unsold at the termination of the offerings, the Company hereby terminates the effectiveness of the Registration Statements and removes from registration all securities registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment. After giving effect to this Post-Effective Amendment, there will be no remaining securities registered by the Company pursuant to the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 24, 2025.

	Couchbase, Inc.
	By:	/s/ Amir Jafari
		Name: Amir Jafari
		Title:   Chief Financial Officer

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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FAQ

What happened to Couchbase (BASE) common stock in the merger?

Each issued and outstanding share of Couchbase common stock was converted into the right to receive $24.50 in cash, subject to withholding, at the effective time of the merger.

When did the merger close?

The merger closed and became effective on September 24, 2025 pursuant to the Agreement and Plan of Merger dated June 20, 2025.

What happened to the company's Form S-8 registration statements?

The company terminated all offerings made under its Form S-8 registration statements and filed this post-effective amendment to remove from registration all unsold securities under those statements.

Are there any securities remaining registered under the listed Registration Statements?

No. After this post-effective amendment, there will be no remaining securities registered by the company pursuant to the listed Registration Statements.

Which registration statements were affected?

The filing references multiple Form S-8 registration statements including Registration Nos. 333-258101, 333-259474, 333-264033, 333-269227, 333-270944, 333-278242, and 333-286093.