SEC Form DEFA14A filed by Couchbase Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

COUCHBASE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

BASE Transaction All-Employee Letter from Matt Cain

Dear Couchbase employees,

I am pleased to share exciting news about the future of Couchbase. As you may have seen, our company has entered into an agreement to be acquired by Haveli Investments later this year, subject to satisfying customary closing conditions and approvals, including approval by our shareholders and the receipt of required regulatory approvals. Upon closing of the transaction, we would no longer be listed on the Nasdaq stock exchange and would once again become a privately-held company. Please see our public announcement here.

This agreement is the result of a strategic review process led by our Board of Directors to maximize shareholder value and ensure Couchbase is best positioned for future growth. This transaction offers a unique opportunity to create value for all of our stakeholders by further positioning Couchbase to capture new opportunities through increased access to working capital and flexibility as a private company. For those of you who aren’t familiar, Haveli is one of the world’s leading investment firms with a stellar reputation of backing successful companies and teams to help accelerate performance. While this is a new chapter, we will continue to focus on our day-to-day operations to make tomorrow better than today.

For our shareholders, including our employees, the purchase price provides significant, certain value. The per share price represents a premium of approximately 29% to our closing stock price on June 18, 2025, the last full trading day prior to the transaction announcement, and a premium of approximately 67% to the closing stock price of March 27, 2025, the last full trading day prior to the announcement of Haveli’s investment into Couchbase. This opportunity will create tremendous value for our Company, our shareholders, our employees and the families you serve.

Your unsold vested options and RSU grants (including performance RSU grants that vest in connection with the transaction) will be converted into the right to receive $24.50 per share in cash (less your applicable strike price, in the case of vested options) and will be paid through payroll shortly following the closing of the transaction (less applicable withholding taxes). Your unvested options and RSUs will be converted into the right to receive a contingent cash payment of $24.50 per share (less your applicable strike price, in the case of your unvested options). The number of performance RSUs that will be converted will be the number of performance RSUs subject to the award. This amount will generally vest according to the original vesting schedule of the underlying equity award, subject to existing vesting conditions, including your continued service with Couchbase through the applicable vesting date. We believe this is a great outcome for our employees that will allow you to truly Serve your Family, as Defined by You.

This agreement does not impact our day-to-day operations. We are counting on you to continue to stay focused on your day-to-day responsibilities and serving our customers.

On behalf of the Board and management team, I thank you for your continued support, hard work and dedication. We have a passionate and driven team, and I could not be more excited for the future of our Company.

To help address questions you may have, we’ve put together an Internal FAQ. Like this email, these are not for sharing externally. There is a lot for us to learn over the next few months, and a lot of answers will become clearer then. We are committed to being as transparent as possible, as early as possible.

As a reminder, if you are contacted by investors, analysts or a member of the media, please do not respond and alert Josh Harbert.

Please join one of our All Hands meetings, which will be added to your calendar shortly. These meetings will not be recorded or replayed, so please make every effort to attend.  

Sincerely,

Matt Cain

Chair, President & Chief Executive Officer

This email contains forward-looking statements that involve risks and uncertainties. These statements cover various aspects of the transaction, such as its expected closing timeline, the considerations made by Couchbase’s Board of Directors when approving it, and expectations for Couchbase after the transaction closes. If any of these risks or uncertainties materialize, or if Couchbase’s assumptions turn out to be incorrect, Couchbase’s actual results could significantly differ from what these forward-looking statements express or imply.

Couchbase faces additional risks and uncertainties detailed in the periodic reports Couchbase files with the SEC. These reports include Couchbase’s Annual Report on Form 10-K filed on March 25, 2025, and Quarterly Report on Form 10-Q filed on June 4, 2025. You can find all these reports on the investor relations section of Couchbase’s website. All forward-looking statements in this press release are based on information available to Couchbase as of the date of this email. Couchbase does not commit to updating these forward-looking statements to reflect events or circumstances that occur after the date they were made, except when legally required.

Additional Information and Where to Find It

Couchbase, the members of the Couchbase Board and certain of Couchbase’s executive officers are participants in the solicitation of proxies from stockholders in connection with the Merger. Couchbase plans to file a proxy statement (the “Transaction Proxy Statement”) with the SEC in connection with the solicitation of proxies to approve the Merger. Matthew M. Cain, Alvina Y. Antar, Edward T. Anderson, Carol W. Carpenter, Lynn M. Christensen, Kevin J. Efrusy, Jeff Epstein, Aleksander J. Migon, David C. Scott and Richard A. Simonson, all of whom are members of Couchbase’s board of directors, and Margaret Chow, SVP, Chief Legal Officer and Corp. Secretary, William R. Carey, Vice President, Interim Chief Financial Officer and Chief Accounting Officer, and Huw Owen, SVP and Chief Revenue Officer, are participants in Couchbase’s solicitation.

Information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Merger. Additional information about such participants is available under the captions “Board of Directors and Corporate Governance,” “Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” in Couchbase’s definitive proxy statement in connection with its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which was filed with the SEC on April 16, 2025 (and is available at

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001845022/000184502225000036/base-20250416.htm). To the extent that holdings of Couchbase’s securities have changed since the amounts printed in the 2025 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (which are available at

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=1845022&type=&dateb=&owner=only&count=40&search_text=). Information regarding Couchbase’s transactions with related persons is set forth under the caption “Related Person Transactions” in the 2025 Proxy Statement. Certain illustrative information regarding the payments to that may be owed, and the circumstances in which they may be owed, to Couchbase’s named executive officers in a change of control of Couchbase is set forth under the caption “Executive Compensation-Potential Payments upon Termination or Change in Control” in the 2025 Proxy Statement.

Promptly after filing the definitive Transaction Proxy Statement with the SEC, Couchbase will mail the definitive Transaction Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the special meeting to consider the adoption of the Merger Agreement. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT COUCHBASE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Couchbase with the SEC in connection with the Merger at the SEC’s website (http://www.sec.gov). Copies of Couchbase’s Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Couchbase with the SEC in connection with the Merger will also be available, free of charge, at Couchbase’s investor relations website (https://investor.couchbase.com), or by emailing Couchbase’s investor relations department ([email protected]).

Forward-Looking Statements

This communication may contain forward-looking statements that involve risks and uncertainties, including statements regarding: (i) the Merger, (ii) the expected timing of the closing of the Merger; (iii) considerations taken into account by the Couchbase Board in approving and entering into the Merger; and (iv) expectations for Couchbase following the closing of the Merger. There can be no assurance that the Merger will be consummated. Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, in addition to those identified above, include: (i) the possibility that the conditions to the closing of the Merger are not satisfied, including the risk that required approvals from Couchbase’s stockholders for the Merger or required regulatory approvals to consummate the Merger are not obtained, on a timely basis or at all; (ii) the occurrence of any event, change or other circumstance that could give rise to a right to terminate the Merger, including in circumstances requiring Couchbase to pay a termination fee; (iii) possible disruption related to the Merger to Couchbase’s current plans, operations and business relationships, including through the loss of customers and employees; (iv) the amount of the costs, fees, expenses and other charges incurred by Couchbase related to the Merger; (v) the risk that Couchbase’s stock price may fluctuate during the pendency of the Merger and may decline if the Merger is not completed; (vi) the diversion of Couchbase management’s time and attention from ongoing business operations and opportunities; (vii) the response of competitors and other market participants to the Merger; (viii) potential litigation relating to the Merger; (ix) uncertainty as to timing of completion of the Merger and the ability of each party to consummate the Merger; and (x) other risks and uncertainties detailed in the periodic reports that Couchbase files with the SEC, including Couchbase’s Annual Report on Form 10-K and Couchbase’s quarterly report on Form 10-Q. All forward-looking statements in this communication are based on information available to Couchbase as of the date of this communication, and, except as required by law, Couchbase does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.