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Couchbase, Inc. (NASDAQ: BASE) has filed a DEFA14A to disseminate additional proxy-soliciting materials following the company鈥檚 agreement to be acquired by Haveli Investments. The all-cash consideration (price not disclosed in this filing) will be voted on at a forthcoming special meeting; closing is contingent upon customary shareholder and regulatory approvals.

The board-led strategic review concluded that a sale best maximises shareholder value and positions the developer-centric database platform for continued growth in AI-driven applications. Haveli has publicly committed to Couchbase鈥檚 product roadmap, and management states there will be no changes to day-to-day operations, contracts or points of contact prior to completion.

This DEFA14A identifies the directors and officers who will solicit proxies, advises stockholders that a definitive Transaction Proxy Statement and WHITE proxy card will be mailed, and directs investors to the SEC and company websites for free access to all related filings.

A comprehensive forward-looking-statement section details risks that could derail the deal: failure to secure approvals, potential termination fees, business disruption, litigation, competitor reactions and share-price volatility. Investors are reminded that consummation is not assured and that Couchbase undertakes no duty to update forward-looking statements after this communication.

Couchbase, Inc. (NASDAQ: BASE) has filed a DEFA14A containing employee-focused FAQs that confirm the company has signed a definitive agreement to be acquired by private-equity firm Haveli Investments. Upon closing, Couchbase will cease to trade on Nasdaq and become a privately held entity. The transaction is expected to close in the second half of 2025, subject to shareholder approval and customary regulatory clearances. Until that time, management emphasizes that operations, roles and responsibilities remain unchanged and that the company will continue to function as an independent public company.

Consideration. The filing discloses that outstanding equity will be settled in cash at $24.50 per share. 鈥� Vested RSUs and options will convert to the right to receive $24.50 per share in cash (less the option strike price). 鈥� Unvested RSUs and options convert to a contingent cash right valued at $24.50 per share, vesting on the original schedule, contingent on continued service. No aggregate deal value or premium versus the prior share price is provided in this document.

Employee impact. Management states there are currently no plans for workforce reductions. Benefit programs, bonuses, commissions and equity-grant practices will continue unchanged until closing. The ESPP will terminate at or before closing, and trading-window restrictions remain in force while the company is public.

Operational outlook. Haveli cites Couchbase鈥檚 鈥渃ompelling growth opportunity鈥� and intends to provide resources to 鈥渁ccelerate growth and success.鈥� The parties do not anticipate rebranding, merging Couchbase with other Haveli portfolio companies, or changing e-mail domains, policies or systems in the near term.

Next steps. Shareholder and regulatory approvals, plus customary closing conditions, must be satisfied. Management will host all-hands meetings and provide periodic updates; employees are instructed to route external inquiries through established channels to comply with SEC rules.

Couchbase, Inc. (NASDAQ: BASE) has entered into a definitive Agreement and Plan of Merger with Cascade Parent Inc. and Cascade Merger Sub Inc., affiliates of Haveli Investments. Under the agreement, each outstanding share of Couchbase common stock will be converted into the right to receive $24.50 in cash at closing. After the transaction, Couchbase will become a wholly-owned subsidiary of Parent.

The Board of Directors unanimously approved the merger and will recommend that shareholders adopt the agreement at a forthcoming special meeting. A short 鈥済o-shop鈥� window runs through 11:59 p.m. ET on 23 June 2025, permitting Couchbase to solicit superior bids before customary 鈥渘o-shop鈥� provisions take effect on 24 June 2025.

Equity awards treatment:

• Vested RSUs and PSUs convert to cash equal to the share count 脳 $24.50.
• Unvested RSUs and PSUs convert to contingent cash rights that vest on scheduled quarterly dates, subject to continued service.
• Vested options are cashed out for the intrinsic value based on the $24.50 price; underwater options are cancelled with no payment.
• Outstanding warrants receive cash equal to intrinsic value.

Key closing conditions include: (1) approval by a majority of outstanding voting shares; (2) receipt or expiration of required antitrust clearances; and (3) absence of legal restraints. The outside termination date is 20 December 2025, extendable under certain circumstances.

Termination fees: Couchbase may owe Parent $42 million (reduced to $21 million for certain 鈥済o-shop鈥� superior proposals) if it accepts a higher bid or the Board changes its recommendation. Parent faces an $82.5 million reverse termination fee if it fails to close under specified conditions.

The transaction provides immediate, all-cash liquidity to Couchbase shareholders, while preserving the ability to seek better offers during the brief go-shop period. Investors should monitor regulatory progress and shareholder voting timelines, as well as any competing bids that may emerge before the no-shop period begins.

Couchbase, Inc. (NASDAQ: BASE) 鈥� Form 144 filing

The notice reports a planned Rule 144 sale of 1,321 common shares (aggregate market value $25,006.53) through Morgan Stanley Smith Barney, with an anticipated trade date of 20 June 2025 on the NASDAQ. The shares were originally received as restricted stock units on 15 June 2023. With 54,084,446 shares outstanding, the proposed sale represents roughly 0.002% of total shares, indicating minimal dilution.

The same shareholder has disposed of 3,316 shares during the past three months鈥�1,016 shares on 16 June 2025 for $19,340.27 and 2,300 shares on 4 June 2025 under a 10b5-1 plan for $44,850.00鈥攂ringing total recent sales to 4,637 shares.

The filer affirms no knowledge of undisclosed adverse information, as required under Rule 144, and cites compliance with 10b5-1 where relevant.

Couchbase, Inc. (BASE) has filed a Form 144 indicating that 10,716 common shares (approximate market value $202,853.88) may be sold on or after 20 June 2025 through Morgan Stanley Smith Barney on NASDAQ. The filing lists 54,084,446 common shares outstanding, so the proposed sale represents roughly 0.02 % of shares O/S.

The seller鈥攊dentified in the historical sales table as Huw Owen鈥攈as already sold 39,228 shares over the prior three months for gross proceeds of $689,188.29, including a 10b5-1 plan transaction. The current notice covers additional disposition of restricted stock units acquired on 15 June 2022.

While the absolute dollar amount is modest relative to Couchbase鈥檚 market capitalization, continued insider selling can signal management sentiment and may draw investor attention to share-price direction or upcoming lock-up expirations. The presence of a 10b5-1 plan and the small percentage of outstanding shares provide context that limits the likely market impact.

Couchbase, Inc. (NASDAQ: BASE) has filed a Form 144 indicating an insider鈥檚 intent to sell additional shares under Rule 144. The notice covers 122,355 common shares with an aggregate market value of $2,316,180.15. Morgan Stanley Smith Barney LLC is listed as the broker, and the shares are expected to be sold on or about 20 June 2025 on the NASDAQ exchange.

The shares to be sold were acquired on 16 June 2024 through RSU/PSU vesting from the issuer. Total shares outstanding are reported at 54,084,446, so the planned sale represents roughly 0.23 % of the current share count, limiting dilution concerns.

Recent insider activity:

• 10b5-1 sales for Matthew Cain on 17 June 2025: 7,833 shares for gross proceeds of $156,747.73.
• Direct sales by Matthew Cain on 16 June 2025: 36,102 shares for $687,226.84.

The filing confirms that the seller attests to not possessing undisclosed material adverse information and, by referencing a 10b5-1 plan, signals pre-arranged, compliance-driven trading.