Form 4: Couchbase Interim CFO Converts Equity to Cash Post-Merger

William Robert Carey, Interim CFO of Couchbase, Inc., converted his common stock and vested options into cash following the company's merger with Cascade Parent Inc.

Summary

• William Robert Carey, Interim CFO & CAO of Couchbase, Inc. (BASE), reported changes in his beneficial ownership.
• These changes resulted from the Agreement and Plan of Merger, dated June 20, 2025, where Cascade Merger Sub Inc. merged with Couchbase, Inc., making Couchbase a wholly-owned subsidiary of Cascade Parent Inc.
• At the effective time of the merger on September 24, 2025, 88,936 shares of common stock were automatically converted into the right to receive cash at $24.50 per share.
• Unvested Restricted Stock Units (RSUs) were cancelled and converted into a contingent right to receive a cash award, maintaining their original vesting terms and conditions.
• Vested stock options with an exercise price less than or equal to the $24.50 Per Share Price were cancelled and converted into a cash amount equal to the difference between the Per Share Price and the exercise price, multiplied by the number of shares subject to the option.
• 8,400 performance-based Restricted Stock Units (PSUs) were deemed unachieved and forfeited immediately prior to the merger's effective time.

Sentiment

Score: 7

Explanation: The filing reflects a positive outcome for the reporting person, William Robert Carey, as most of his equity holdings were converted into cash or contingent cash awards following the merger. The forfeiture of performance-based RSUs is a negative, but the overall conversion to cash for significant holdings is favorable for the individual.

Positives

• Reporting person received cash for 88,936 shares of common stock at $24.50 per share.
• Vested stock options, including 22,053 options with a $7.55 exercise price, 6,000 options with a $9.95 exercise price, and 2,999 options with a $21.40 exercise price, were converted into cash payouts.
• Unvested RSUs were converted into contingent cash awards, preserving their original vesting terms and conditions.

Negatives

• 8,400 performance-based Restricted Stock Units (PSUs) were deemed unachieved and forfeited immediately prior to the merger's effective time.
• The reporting person no longer holds direct equity ownership in Couchbase, Inc. following the company becoming a wholly-owned subsidiary.

Risks

• Forfeiture of 8,400 performance-based Restricted Stock Units (PSUs) due to performance conditions not being met prior to the merger's effective time.

Future Outlook

NA. This filing reports a past transaction resulting from a completed merger and does not provide forward-looking statements or guidance for the company's future operations.

Industry Context

NA. This Form 4 reports an individual's equity conversion post-merger and does not provide broader industry trend analysis or competitive positioning.

Related Party Transactions

• Conversion of William Robert Carey's common stock, unvested RSUs, and vested stock options into cash or contingent cash awards as part of the merger, where he is an officer of the acquired company.

Stakeholder Impact

• **Shareholders (Reporting Person):** William Robert Carey received cash for his common stock and vested options, and contingent cash awards for unvested RSUs, providing liquidity for his equity holdings.
• **Former Public Shareholders of Couchbase:** All public shareholders would have received $24.50 per share in cash as part of the merger, ceasing to be shareholders of Couchbase, Inc.

Key Dates

Keywords

Couchbase, BASE, Form 4, Merger, Acquisition, Insider Transaction, Equity Conversion, Stock Options, RSUs, William Robert Carey, Cascade Parent Inc.