Jeff Epstein - 24 Sep 2025 Form 4 Insider Report for Couchbase, Inc. (BASE)

Role: Director
Signature: /s/ Margaret Chow, by Power of Attorney for Jeff Epstein
Issuer symbol: BASE
Transactions as of: 24 Sep 2025
Transactions value $: $0
Form type: 4
Filing time: 24 Sep 2025, 16:15:19 UTC
Previous filing: 17 Sep 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Epstein Jeff	Director	C/O COUCHBASE, INC., 3155 OLSEN DR., SUITE 150, SAN JOSE	/s/ Margaret Chow, by Power of Attorney for Jeff Epstein	24 Sep 2025	0001228718

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BASE	Common Stock	Disposed to Issuer		-89.4K	-100%		0	24 Sep 2025	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BASE	Stock Option (Right to Buy)	Disposed to Issuer		-40K	-100%		0	24 Sep 2025	Common Stock	40K	$7.75	Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeff Epstein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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.
F2	At the effective time of the Merger (the "Effective Time"), these shares, including awards of restricted stock units that vested previously but settlement for which had been deferred under our non-employee director restricted stock unit ("RSU") deferral program, 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.
F3	At the Effective Time, each outstanding 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.
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.