Form 4: Couchbase Director Disposes Shares Post-Merger

Edward T. Anderson, a director of Couchbase, Inc., reported the disposition of over 4.7 million shares following the company's merger into a wholly-owned subsidiary of Cascade Parent Inc.

Summary

• Edward T. Anderson, a director of Couchbase, Inc. (BASE), reported the disposition of 4,774,204 shares of common stock.
• The disposition occurred on September 24, 2025, as a result of Couchbase, Inc. merging with Cascade Merger Sub Inc., becoming a wholly-owned subsidiary of Cascade Parent Inc.
• Directly owned shares totaling 97,948 were converted into the right to receive cash.
• Indirectly owned shares of 2,689,172 via North Bridge Venture Partners 7, L.P. were converted into the right to receive cash.
• Indirectly owned shares of 1,987,084 via North Bridge Venture Partners VI, L.P. were converted into the right to receive cash.
• Each share of common stock was converted into the right to receive $24.50 in cash, without interest, as per the Merger Agreement.
• Unvested Restricted Stock Units (RSUs) were cancelled and converted into a contingent cash award, subject to the same vesting terms and conditions.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual report of a completed corporate action (merger) and not an operational update or financial performance report. The transaction itself was a significant event, but this filing merely reports its conclusion.

Positives

• The merger's completion ensures that shareholders received a cash payment of $24.50 per share for their holdings.
• The conversion of unvested RSUs into contingent cash awards provides continued value to former RSU holders, maintaining original vesting terms.

Negatives

• Couchbase, Inc. is no longer an independent publicly traded company, having become a wholly-owned subsidiary of Cascade Parent Inc.

Future Outlook

Couchbase, Inc. has become a wholly-owned subsidiary of Cascade Parent Inc., and as such, no forward-looking statements or guidance for the public entity are applicable.

Industry Context

This filing reports the finalization of an acquisition, a common occurrence in the technology sector as larger entities seek to consolidate market share or acquire specialized capabilities. The per-share price reflects the valuation agreed upon in the merger agreement.

Management Changes

Corporate Governance

Related Party Transactions

• Edward T. Anderson's indirect beneficial ownership of shares through North Bridge Venture Partners 7, L.P. and North Bridge Venture Partners VI, L.P. is disclosed. He is a managing member of NBVM GP, LLC, which is the sole general partner of the venture management entities for these funds, and may be deemed to have shared voting and dispositive power over these shares. This structure is part of the beneficial ownership disclosure related to the merger.

Stakeholder Impact

• Shareholders of Couchbase, Inc. received a cash payment of $24.50 per share for their common stock.
• Holders of unvested Restricted Stock Units (RSUs) had their awards converted into contingent cash awards, preserving their original vesting terms and conditions.

Next Steps

• Couchbase, Inc. will operate as a wholly-owned subsidiary of Cascade Parent Inc.

Key Dates

Keywords

Couchbase, BASE, Merger, Acquisition, Form 4, Insider Transaction, Edward T. Anderson, Cascade Parent Inc., Share Disposition