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Couchbase amended its proxy statement to update disclosures about the board's strategic review, financing discussions and valuation references. The Ad Hoc Strategy/Strategy Committee met repeatedly with management and advisers Morgan Stanley and Wilson Sonsini to review interest from several financial sponsors (including Haveli and Sponsor 3) and strategic acquirors; the committee instructed advisers to seek higher acquisition proposals and did not agree to exclusivity. Morgan Stanley added a selected public comparables analysis section and reported publicly available analyst price targets with a median of $22 and a range of $16.00 to $25.00. The filing also discloses a $102,150 retention bonus for CEO William Carey payable at merger closing, subject to continued employment.

Couchbase, Inc. (BASE) insider transaction: Matthew M. Cain, the company's Chair, President and CEO, reported a sale of 12,357 shares of common stock on 08/18/2025 at a weighted average price of $24.3469 per share under a Rule 10b5-1 trading plan adopted 10/03/2024. After the reported disposition, Mr. Cain beneficially owned 852,949 shares. The Form 4 was signed by Margaret Chow by power of attorney on 08/20/2025. The filer states the reported sale consisted of multiple transactions at prices ranging from $24.33 to $24.37 and offers to provide detailed price-by-price information on request.

EVR Research LP and EVR Master Fund, LP filed an amendment on Schedule 13G relating to Couchbase, Inc. (ticker: BASE). The filing reports that both reporting persons beneficially own 0 shares of Couchbase common stock, representing 0% of the class, with no sole or shared voting or dispositive power. The filing also states the reporting persons are not acquiring or holding the securities to influence control of the issuer. The document lists the firms' addresses and identifies the Firm as a Delaware limited partnership and EVR Master as a Cayman Islands exempted limited partnership.

Couchbase (BASE) is seeking shareholder approval for a $24.50-per-share, all-cash sale to Cascade Parent Inc., an affiliate of Haveli Investments. A virtual special meeting will be held on 9 Sep 2025 to vote on: 1) adoption of the merger agreement, 2) an advisory 鈥渟ay-on-pay鈥� for deal-related executive compensation, and 3) any adjournment.

The offer represents a 67 % premium to the 27 Mar 2025 close and 29 % to the 18 Jun 2025 close, valuing the 55.25 M shares outstanding at roughly $1.35 bn. The board unanimously recommends the deal and received a Morgan Stanley fairness opinion stating the price is financially fair. Haveli-backed funds have delivered a fully committed equity financing; the deal carries no financing condition. Voting agreements from directors, executives and Haveli cover about 33 % of the vote.

A three-day go-shop has lapsed; Couchbase is now under a no-shop with customary fiduciary outs. If a superior bid is accepted, Couchbase owes a $42 m termination fee; Parent owes a $82.5 m reverse fee if financing fails. Equity awards convert to cash and employees receive at least 12-month benefit parity. Closing requires majority shareholder approval plus U.S. HSR, UK NSI and Turkish antitrust/FDI clearances. Outside date is 20 Dec 2025 (extendable to 20 Mar 2026). Shareholders not voting for the merger may seek appraisal under DGCL 搂262. Post-closing, BASE will be delisted from Nasdaq and deregistered.