Matthew M. Cain - 24 Sep 2025 Form 4 Insider Report for Couchbase, Inc. (BASE)

Reporting relationship: Chair, President & CEO, Director
Issuer ticker: BASE
Reported as of: 24 Sep 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 24 Sep 2025, 16:29:34 UTC
Prior SEC filing: 18 Sep 2025
Source filing: View source filing
Reporting owner signature: /s/ Margaret Chow, by Power of Attorney for Matthew M. Cain

Key filing fact

Matthew M. Cain filed Form 4 for Couchbase, Inc. (BASE) on 24 Sep 2025.

Key facts

This page summarizes Matthew M. Cain's Form 4 filing for Couchbase, Inc. (BASE).
7 reported transactions and 6 derivative rows are listed below.
Accepted by SEC: 24 Sep 2025, 16:29.

Change

Previous filing in this sequence was filed on 18 Sep 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001642346 Primary reporting owner

Cain Matthew M

Relationship: Chair, President & CEO, Director
Address: C/O COUCHBASE, INC., 3155 OLSEN DR., SUITE 150, SAN JOSE
Signature: /s/ Margaret Chow, by Power of Attorney for Matthew M. Cain
Signature date: 24 Sep 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

BASE transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -794,061
Change %: -100%
Price
Shares after: 0
Date: 24 Sep 2025
Ownership: Direct
Footnotes: F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BASE transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -399,999
Change %: -100%
Price
Shares after: 0
Date: 24 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 399,999
Exercise price: $21.40
Footnotes: F1, F4

BASE transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -1,159,402
Change %: -100%
Price
Shares after: 0
Date: 24 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,159,402
Exercise price: $5.48
Footnotes: F1, F4

BASE transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -60,000
Change %: -100%
Price
Shares after: 0
Date: 24 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 60,000
Exercise price: $7.45
Footnotes: F1, F4

BASE transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -79,999
Change %: -100%
Price
Shares after: 0
Date: 24 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 79,999
Exercise price: $7.48
Footnotes: F1, F4

BASE transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -299,999
Change %: -100%
Price
Shares after: 0
Date: 24 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 299,999
Exercise price: $7.75
Footnotes: F1, F4

BASE transaction Derivative

Performance-based Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -230,000
Change %: -100%
Price
Shares after: 0
Date: 24 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 230,000
Exercise price
Footnotes: F1, F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Matthew M. Cain is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated June 20, 2025, by and among Couchbase, Inc. (the "Issuer"), Cascade Parent Inc. ("Parent") and Cascade Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent.

Footnote F2

At the effective time of the Merger (the "Effective Time"), these shares were automatically converted solely into the right to receive cash in an amount equal to $24.50 (without interest) per share (the "Per Share Price"), subject to the terms and conditions of the Merger Agreement.

Footnote F3

At the Effective Time, each outstanding restricted stock unit ("RSU") that was unvested was cancelled and converted solely into the contingent right to receive a cash award (without interest) equal to (i) the total number of shares of common stock subject to such unvested RSU award immediately prior to the Effective Time, multiplied by (ii) the Per Share Price, less applicable withholding taxes. Each converted cash award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested RSU award immediately prior to the Effective Time, except for administrative changes that are not adverse to the former holder of the unvested RSU award.

Footnote F4

At the Effective Time, this option to purchase shares of the Issuer's common stock was fully vested and had an exercise price per share that was less than or equal to the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of common stock subject to the option, multiplied by (ii) the excess, if any, of the Per Share Price over the exercise price per share of such option, without interest and less any applicable withholding taxes.

Footnote F5

Reflects an award of performance-based RSUs ("PSU") consisting of: (1) 191,668 shares subject to such PSU award ("Vested PSU"), which, at the Effective Time, all performance goals or other vesting criteria of the Vested PSU award were deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, and such Vested PSU award was cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the total number of shares of common stock subject to such Vested PSU award immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable withholding taxes; and

Footnote F6

(2) 38,332 shares subject to such PSU award ("Unvested PSU"), which, pursuant to the terms of the Merger Agreement, became subject to time-based vesting at the Effective Time on December 15, 2025, subject to continued status as a service provider through each such date. The Unvested PSU award remains eligible for accelerated vesting in accordance with the applicable severance provisions.