Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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

 

Dear Stockholders of Couchbase, Inc.:

We cordially invite you to attend a special meeting of stockholders (which we refer to, together with any postponement, adjournment or other delay thereof, as the “special meeting”) of Couchbase, Inc., a Delaware corporation (which we refer to as “Couchbase”), to be held on September 9, 2025, at 9:00 a.m., Pacific Time. The special meeting will be conducted virtually via live audio webcast. You will be able to attend the special meeting virtually by visiting www.virtualshareholdermeeting.com/BASE2025SM, where you will be able to listen to the special meeting live, submit questions, and vote online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated June 20, 2025 (which we refer to as the “merger agreement”), by and among Cascade Parent Inc., a Delaware corporation (which we refer to as “Parent”), Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”), and Couchbase. Funds managed by affiliates of Haveli Investments, L.P. (which we refer to as “Haveli”) have committed to capitalize Parent on the closing date of the merger. We refer to the merger of Merger Sub with and into Couchbase as the “merger.”

At the special meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; and a proposal for the postponement or adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $24.50 in cash, without interest and less any applicable withholding taxes, for each share of common stock, par value $0.00001 per share, of Couchbase (which we refer to as our “common stock”) that you own immediately prior to the merger (unless you have properly exercised your appraisal rights). This amount represents a premium of approximately 67 percent to the closing stock price of March 27, 2025, the last full trading day prior to the announcement of Haveli’s investment into Couchbase prior to the announcement of the merger, and a 29 percent premium to Couchbase’s closing stock price on June 18, 2025, the last full trading day prior to the announcement of the merger.

The accompanying proxy statement describes the actions and determinations of Couchbase’s Board of Directors (which we refer to as the “Couchbase Board”) in connection with its consideration of the merger agreement, the merger and related matters.

The Couchbase Board, after considering the factors more fully described in the enclosed proxy statement, by a unanimous vote of the directors present and voting: (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Couchbase and our stockholders; and (2) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger.

The Couchbase Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; and (3) “FOR” the postponement or adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The accompanying proxy statement provides detailed information about the special meeting, the merger agreement, the merger, and the proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The accompanying proxy statement also describes the actions and determinations of the Couchbase Board in connection with its evaluation of the merger agreement and the merger. Please read the accompanying proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Whether or not you plan to attend the special meeting, we urge you to submit your vote via the internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the special meeting and to vote your shares at the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

Your vote is very important, regardless of the number of shares that you own.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

D.F. King & Co., Inc.

28 Liberty Street, Floor 53

New York, NY 10005

Stockholders Call Toll-Free: (888) 626-0988

Banks and Brokers Call: (212) 257-2516

Email: BASE@dfking.com

On behalf of the Couchbase Board, thank you for your support.

Very truly yours,

/s/ Matt Cain

Matt Cain

Chair, President and Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated August 7, 2025, and, together with the enclosed form of proxy card, is first being sent to stockholders on or about August 7, 2025.

EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD (A PREPAID REPLY ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares in order to vote at the special meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the internet or by telephone; or (3) vote at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety, as they contain important information. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need help voting your shares, please contact our proxy solicitor:

D.F. King & Co., Inc.

28 Liberty Street, Floor 53

New York, NY 10005

Stockholders Call Toll-Free: (888) 626-0988

Banks and Brokers Call: (212) 257-2516

Email: BASE@dfking.com

Notice is given that a special meeting of stockholders (which we refer to as, together with any postponement, adjournment or other delay thereof, the “special meeting”) of Couchbase, Inc., a Delaware corporation (which we refer to as “Couchbase”), will be held on September 9, 2025, at 9:00 a.m., Pacific Time, for the following purposes:

The special meeting will be conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/BASE2025SM. By accessing that web address and using the control number found on your proxy card, you will be able to listen to the special meeting live and vote online. The special meeting will begin promptly at 9:00 a.m., Pacific Time. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares at the special meeting).

Only Couchbase stockholders as of the close of business on July 28, 2025 are entitled to notice of, and to vote at, the special meeting.

Couchbase’s Board of Directors recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; and (3) “FOR” the postponement or adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Couchbase stockholders of record or beneficial owners who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the “fair value” of their shares of our common stock, par value $0.00001 per share (which we refer to as our “common stock”) (exclusive of any elements of value arising from the accomplishment or expectation of the merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving $24.50 per share in cash if the merger is completed, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”). To do so, a Couchbase stockholder of record or beneficial owner must properly demand appraisal before the vote is taken to adopt the merger agreement and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. A copy of Section 262 of the DGCL is available as a publicly available electronic resource, which may be accessed without subscription or cost, at the following hyperlink, which is incorporated in this notice by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Whether or not you plan to attend the special meeting, we urge you to submit your vote via the internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the special meeting and to vote your shares at the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to

attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

By Order of the Board of Directors,

/s/ Margaret Chow

Margaret Chow

 

Dated: August 7, 2025

San Jose, California

 

This proxy statement is dated August 7, 2025, and, together with the enclosed form of proxy card,

is first being sent to stockholders on or about August 7, 2025.

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which we refer in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

On June 20, 2025, we announced that Couchbase entered into the merger agreement. Under the merger agreement, Parent will acquire Couchbase for $24.50 in cash per share of our common stock, without interest and less any applicable withholding taxes. In order to complete the merger, our stockholders must vote to approve the proposal to adopt the merger agreement at the special meeting. This approval is a condition to the consummation of the merger. See the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger.” The Couchbase Board is furnishing this proxy statement and form of proxy card to the holders of shares of our common stock in connection with the solicitation of proxies of our stockholders to be voted at the special meeting.

This proxy statement, which you should read carefully, contains important information about the merger, the merger agreement, the special meeting and the matters to be voted on at the special meeting. The enclosed materials allow you to submit a proxy to vote your shares of our common stock without attending the special meeting and to ensure that your shares of our common stock are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, we encourage you to submit a proxy as soon as possible.

The merger will result in the acquisition of Couchbase by Parent. If the proposal to adopt the merger agreement is approved by our stockholders and the other closing conditions under the merger agreement are satisfied or waived, then Merger Sub will merge with and into Couchbase, with Couchbase continuing as the surviving corporation in the merger. As a result of the merger, Couchbase will become a wholly owned subsidiary of Parent, and our common stock will no longer be publicly traded and will be delisted from the Nasdaq. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer be required to file periodic reports, current reports and proxy statements with the SEC. If the merger is completed, holders of our common stock will not own any shares of capital stock of the surviving corporation.

Upon completion of the merger, you will be entitled to receive $24.50 in cash (subject to certain exceptions set forth in the merger agreement), without interest and less any applicable withholding taxes, for each share of our common stock that you own immediately prior to the merger, unless you have properly exercised, and not validly withdrawn or subsequently lost, your appraisal rights under the DGCL, and certain other conditions under the DGCL are satisfied. For example, if you own 100 shares of our common stock, you will be entitled to receive $2,450.00 in cash in exchange for such shares of our common stock, without interest and less any applicable withholding taxes.

This amount constitutes a premium of approximately 67 percent to the closing price of March 27, 2025, the last full trading day prior to the announcement of Haveli’s investment into Couchbase prior to the announcement of the merger, and a 29 percent premium to Couchbase’s closing stock price on June 18, 2025, the last full trading day prior to the announcement of the merger.

Generally, Couchbase RSU awards and Couchbase options will be treated as follows:

Generally, the ESPP will be treated as follows:

You are being asked to vote on the following proposals:

The special meeting will take place on September 9, 2025, at 9:00 a.m., Pacific Time. You may attend the special meeting solely via a live webcast on the internet at www.virtualshareholdermeeting.com/BASE2025SM. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

All of our stockholders as of the close of business on July 28, 2025, which is the record date for the special meeting, are entitled to vote their shares of our common stock at the special meeting. As of the close of business on the record date, there were 55,248,577 shares of our common stock outstanding and entitled to vote at the special meeting. Each share of our common stock outstanding as of the record date is entitled to one vote per share on each matter properly brought before the special meeting.

A quorum is the minimum number of shares required to be present at the special meeting for it to be properly held under our bylaws and the DGCL. The holders of a majority of the voting power of our shares of common stock issued and outstanding and entitled to vote as of the record date, present in person or represented by proxy, will constitute a quorum at the special meeting.

The affirmative vote of the holders of a majority of all issued and outstanding shares of our common stock as of the record date is required to adopt the merger agreement.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Approval of the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of our common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

Approval of the proposal to postpone or adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the voting power of our common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote at the special meeting will not have any effect on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger, or the proposal to postpone or adjourn the special meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except to the extent that such failure affects obtaining a quorum at the meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on these proposals, except to the extent that such failure affects obtaining a quorum at the meeting. In all cases, abstentions will have the same effect as a vote “AGAINST” these proposals.

We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that we refer to or incorporate by reference in this proxy statement carefully and in their entirety and consider how the merger affects you. Then, even if you expect to attend the special meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience), or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card), so that your shares can be voted at the special meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

The Couchbase Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; and (3) “FOR” the postponement or adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger agreement is not adopted and the merger is not approved by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead: (1) Couchbase will remain an independent public company; (2) our common stock will continue to be listed and traded on the Nasdaq and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC.

In specified circumstances in which the merger agreement is terminated, Couchbase has agreed to pay Parent (or its designee) the Couchbase termination fee, and Parent has agreed to pay Couchbase (or its designee) the Parent termination fee.

For more information, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees and Remedies.”

The compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger is certain compensation that is tied to or based on the merger and payable to certain of Couchbase’s named executive officers pursuant to underlying plans and arrangements that are contractual in nature. Compensation that will or may become payable by Parent or its affiliates (including, following the consummation of the merger, the surviving corporation) to our named executive officers in connection with or following the merger is not subject to this advisory vote. For further information, see the section of this proxy statement captioned “Proposal 2: Approval, on a Non-Binding, Advisory Basis, of Certain Merger-Related Executive Compensation.”

Couchbase is required to seek approval, on a non-binding, advisory basis, of compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger. Approval of the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger is not required to consummate the merger.

Approval of the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger is not a condition to consummation of the merger. This is an advisory vote and will not be binding on Couchbase or Parent. The underlying plans and arrangements providing for such compensation are contractual in nature and are not, by their terms, subject to stockholder approval.

Accordingly, if the merger agreement is adopted by our stockholders and the merger is consummated, the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger will or may be paid to Couchbase’s named executive officers even if our stockholders do not approve such compensation.

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (which we refer to as “Equiniti”), you are considered, with respect to those shares, to be the “stockholder of record.” If you are a stockholder of record, this proxy statement and your proxy card have been sent directly to you by or on behalf of Couchbase. As a stockholder of record, you may attend the special meeting and vote your shares at the special meeting using the control number on the enclosed proxy card.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of our common stock held in “street name.” If you are a beneficial owner of shares of our common stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the special meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without your instructions, your shares will not be counted for the purpose of obtaining a quorum or voted on the proposals, which will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement, but will have no effect on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger or the proposal to postpone or adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If you are a stockholder of record (that is, if your shares of our common stock are registered directly in your name with our transfer agent, Equiniti), there are four ways to vote:

The control number located on your proxy card is designed to verify your identity and to allow you to vote your shares of our common stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the special meeting, you are strongly encouraged to vote your shares of our common stock by proxy. If you are a stockholder of record or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of our common stock at the special meeting even if you have previously voted by proxy. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or other nominee. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Yes. You may attend the special meeting via a live webcast on the internet at www.virtualshareholdermeeting.com/BASE2025SM. You will be able to listen to the special meeting live and vote online. The special meeting will begin at 9:00 a.m., Pacific Time, on September 9, 2025. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). As the special meeting is virtual, there will be no physical meeting location.

Even if you plan to attend the special meeting, to ensure that your shares will be represented at the special meeting, we encourage you to sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy previously submitted.

If, as of the record date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

The Couchbase Board decided to hold the special meeting virtually in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from virtually any location around the world, at no cost. However, you will bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. We believe this is the right choice for a company with a global footprint like Couchbase. A virtual special meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information, while saving us and our stockholders time and money.

We remain very sensitive to concerns that virtual meetings may diminish stockholder voice or reduce accountability. Accordingly, we have designed our virtual format to enhance, rather than constrain, stockholder access, participation

and communication. Please have the control number found on your proxy card or voting instruction form ready in order to participate in the special meeting (including voting your shares).

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of our common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of our common stock is called a “proxy card.” You may follow the instructions on the proxy card to designate a proxy by telephone or by the internet in the same manner as if you had signed, dated and returned a proxy card. Matthew M. Cain and Margaret Chow, each with full powers of substitution and re-substitution, are the proxy holders for the special meeting.

Yes. If you are a stockholder of record entitled to vote at the special meeting, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

If you hold your shares of our common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Regardless of the method you choose to grant your proxy, the individuals named on the enclosed proxy card will vote your shares in the way that you direct.

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Couchbase Board with respect to each proposal. This means that they will be voted: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; and (3) “FOR” the postponement or adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

No. After the merger is completed, any holders of physical stock certificates will receive a letter of transmittal containing instructions for how to send your stock certificates to the payment agent in order to receive the appropriate cash payment for the shares of our common stock represented by your stock certificates. Unless you are seeking appraisal, you should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card. If you hold your shares of our common stock in book-entry form, you will not receive a letter of transmittal. Instead, the payment agent will pay you the appropriate portion of the aggregate consideration payable in accordance with the merger agreement (which we refer to as the “merger consideration”) upon receipt of a customary “agent’s message” and any other items specified by the payment agent.

The record date for the special meeting is earlier than the date of the special meeting and the expected closing date. If you sell or transfer your shares of our common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or

transfer your shares and each of you notifies Couchbase in writing of such special arrangements, you will transfer the right to receive the per share price with respect to such shares, if the merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the special meeting. Even if you sell or transfer your shares of our common stock after the record date, we encourage you to sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card).

Please sign, date and return (or grant your proxy electronically over the internet or by telephone for) each proxy card and voting instruction form that you receive to ensure that all of your shares are voted.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

If available, Couchbase may announce preliminary voting results at the conclusion of the special meeting. Couchbase intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the special meeting. All reports that Couchbase files with the SEC are publicly available when filed. For more information, see the section of this proxy statement captioned “Where You Can Find More Information.”

If you are a U.S. Holder, the exchange of our common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, which generally will require a U.S. Holder to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received by such U.S. Holder in the merger and such U.S. Holder’s adjusted tax basis in the shares of our common stock surrendered in the merger.

A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

You should consult your own tax advisors to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction. The discussion contained in this proxy statement related to U.S. federal income taxation is provided for general information only and does not constitute legal or tax advice to any holder. A more complete description of the material U.S. federal income tax consequences of the merger is provided in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

We currently expect to complete the merger in the second half of 2025. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control.

Under the terms of the merger agreement, the merger cannot be completed until the waiting period (and any extensions thereof) applicable to the merger under the HSR Act has expired or been terminated. In addition, the merger cannot be completed until all requisite consents, approvals and filings pursuant to the specified antitrust laws and specified foreign direct investment laws have been obtained or any waiting period thereunder (including any extensions thereof) has expired or been terminated.

Couchbase and Parent each filed or caused to be filed the requisite notification forms under the HSR Act with the FTC and the Antitrust Division of the DOJ on July 21, 2025. The waiting period under the HSR Act will expire at 11:59 p.m., Eastern Time, on August 20, 2025.

The merger is also subject to clearances, consents, approvals and the waiting periods applicable to the merger under certain foreign antitrust laws and foreign direct investment laws. We have decided to make an antitrust filing in Turkey and a National Security and Investment Act 2021 filing in the UK.

If the merger is consummated, our stockholders (including beneficial owners of shares of capital stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) continuously hold or own their shares of our common stock through the effective time of the merger; (3) properly perfect appraisal of their shares; (4) meet certain other conditions and statutory requirements as described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that these persons will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL regarding appraisal rights, available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Yes. In considering the recommendation of the Couchbase Board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. In: (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted and the merger be approved by our stockholders, the Couchbase Board was aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned “The Merger—Interests of Couchbase’s Directors and Executive Officers in the Merger.”

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of our common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

28 Liberty Street, Floor 53

New York, NY 10005

Stockholders Call Toll-Free: (888) 626-0988

Banks and Brokers Call: (212) 257-2516

Email: BASE@dfking.com

This proxy statement, the documents to which we refer you in this proxy statement and the information included in oral statements or other written statements made or to be made by us or on Couchbase’s behalf may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements include statements relating to the merger; the expected timing of the closing of the merger; considerations taken into account by the Couchbase Board in approving the merger; and expectations for us following the closing of the merger. There can be no assurance that the merger will be consummated. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “might,” “ongoing” or similar expressions and the negatives of those terms. These forward-looking statements are based on Couchbase’s management’s beliefs and assumptions and on information currently available. There can be no assurance that the merger will in fact be consummated.

These forward-looking statements involve risks and uncertainties, and if any of these risks or uncertainties materialize, or if any of Couchbase’s assumptions prove incorrect, Couchbase’s actual results could differ materially from the results expressed or implied by these forward-looking statements. In addition to those identified above, these risks and uncertainties include those associated with:

All forward-looking statements in this proxy statement are based on information available to Couchbase as of the date of this proxy statement, 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.

We expressly qualify in their entirety all forward-looking statements attributable to either us or any person acting on our behalf by the cautionary statements contained or referred to in this proxy statement.

We will hold the special meeting on September 9, 2025 at 9:00 a.m., Pacific Time. You may attend the special meeting via a live webcast on the Internet at www.virtualshareholdermeeting.com/BASE2025SM. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

At the special meeting, we will ask stockholders to vote on the following proposals:

You are entitled to vote at the special meeting if you owned shares of our common stock as of the close of business on the record date.

As of the close of business on the record date, there were 55,248,577 shares of our common stock outstanding and entitled to vote at the special meeting. For each share of our common stock that you owned as of the close of business on the record date, you will have one vote on each matter submitted for a vote at the special meeting.

A quorum is the minimum number of shares required to be present at the special meeting for it to be properly held under our bylaws and the DGCL. The holders of a majority of the voting power of our shares of common stock issued and outstanding and entitled to vote as of the record date, present in person or represented by proxy, will constitute a quorum at the special meeting.

The special meeting will begin at 9:00 a.m., Pacific Time. Online check-in will begin a few minutes prior to the special meeting. We encourage you to access the special meeting prior to the start time.

As the special meeting is virtual, there will be no physical meeting location. To attend the special meeting, log in at www.virtualshareholdermeeting.com/BASE2025SM. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Once online access to the special meeting is open, stockholders may submit questions pertinent to meeting matters, if any, through the special meeting website. You will need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints and any rules of conduct adopted with respect to the special meeting.

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the voting power of all issued and outstanding shares of our common stock as of the record date. Adoption of the merger agreement by our stockholders is a condition to the closing of the merger.

Approval, on a non-binding, advisory basis, of the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of our common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

Approval of the proposal to postpone or adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, requires the affirmative vote of a majority of the voting power of our common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted (1) “AGAINST” the proposal to adopt the merger agreement; (2) “AGAINST” the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; and (3) “AGAINST” the proposal to postpone or adjourn the special meeting, from time to time, if necessary or appropriate, to solicit additional proxies, including if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Abstentions will be counted as present for purposes of determining whether a quorum exists.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. We do not expect any “broker non-votes” at the special meeting, but if there are any, they will be counted for the purpose of determining whether a quorum is present. If there are broker non-votes, each broker non-vote will count as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on: (1) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; or (2) the proposal to postpone or adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

As of the record date, Couchbase’s directors and executive officers that hold shares of our common stock beneficially owned and were entitled to vote, in the aggregate, 8,382,040 shares of our common stock, representing approximately 14.5 percent of the voting power of all of the shares of our common stock outstanding and entitled to vote at the special meeting.

As of the date of this proxy statement, Couchbase has not been informed that any of our directors or executive officers intend to vote all of their shares of our common stock other than: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; and (3) “FOR” the postponement or adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. These individuals and certain of their affiliates are contractually obligated to vote their respective shares of our common stock in favor of the adoption of the merger agreement and the postponement or adjournment of the special meeting pursuant to the terms and conditions of the voting agreement. For more information, see the section of this proxy statement captioned “The Merger—Voting Agreements.”

As of the record date, Haveli Cascade beneficially owned and was entitled to vote 5,195,601 shares of our common stock, representing approximately 9.4 percent of the voting power of all of the shares of our common stock outstanding and entitled to vote at the special meeting.

As of the date of this proxy statement, Couchbase has not been informed that Haveli Cascade intends to vote all of their shares of our common stock other than: (1) “FOR” the adoption of merger agreement; (2) “FOR” the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; and (3) “FOR” the postponement or adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Haveli Cascade is contractually obligated to vote its shares of

our common stock in favor of the adoption of the merger agreement pursuant to the terms and conditions of the Haveli voting agreement. For more information, see the section of this proxy statement captioned “The Merger—Voting Agreements.”

If your shares are directly registered in your name with our transfer agent, Equiniti, you may vote your shares by returning a signed and dated proxy card (a prepaid reply envelope is provided for your convenience), or you may vote at the special meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone.

If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” will also need to present proof of ownership of shares of common stock (such as a bank or brokerage account statement) and must also provide a “legal proxy” from their bank, broker or other nominee in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

All shares represented by properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) will, if received before the special meeting, be voted at the special meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) that do not contain voting instructions will be voted: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; and (3) “FOR” the postponement or adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee. You may also attend the special meeting and vote at the special meeting if you have a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. If available from your bank, broker or other nominee, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. If you do not (1) return your bank’s, broker’s or other nominee’s voting instruction form; (2) vote over the internet or by telephone through your bank, broker or other nominee; or (3) attend the special meeting and vote at the special meeting with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. It will not, however, have any effect on the proposals to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; or to postpone or adjourn the special meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

If you have submitted a proxy, your attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of our common stock in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Any postponement, adjournment or other delay of the special meeting, including for the purpose of soliciting additional proxies in accordance with the merger agreement, will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as postponed, adjourned or delayed.

The Couchbase Board, after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Couchbase Board and Reasons for the Merger,” by a unanimous vote of the directors present and voting: (1) determined that the merger agreement, and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Couchbase and our stockholders; and (2) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger.

The Couchbase Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; and (3) “FOR” the postponement or adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

In addition to (1) the proposal to adopt the merger agreement and (2) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger, our stockholders are also being asked to approve any proposal to postpone or adjourn the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional votes or proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting. If a quorum is not present, the chairperson of the special meeting or, if directed to be voted on by the chairperson of the special meeting, the holders of a majority of the voting power of the shares of common stock entitled to vote who are present in person or represented by proxy, may postpone or adjourn the special meeting, from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. The chairperson may also postpone or adjourn the meeting to another time, date and place, if any, even if a quorum is present. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is postponed or adjourned, our stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

The expense of soliciting proxies will be borne by Couchbase. We have retained D.F. King & Co., Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $15,000, plus reasonable out-of-pocket expenses. Generally, we will indemnify D.F. King & Co., Inc. against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid for such services.

We currently expect to complete the merger in the second half of 2025. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control.

If the merger is consummated, our stockholders (including beneficial owners of shares of capital stock) who (1) do not vote in favor of the proposal to adopt the merger agreement; (2) continuously hold or own their shares through the effective time of the merger; (3) properly perfect appraisal of their applicable shares; (4) meet certain other

conditions and statutory requirements described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that such persons will be entitled to seek appraisal of their shares by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (2) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

To exercise appraisal rights, the stockholder of record or a beneficial owner must (1) submit a written demand for appraisal to Couchbase before the vote is taken on the proposal to adopt the merger agreement; (2) not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement; (3) continue to hold of record or own beneficially the subject shares of our common stock through the effective time of the merger; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Couchbase unless certain conditions are satisfied by the persons seeking appraisal. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. You may find an electronic copy of Section 262 of the DGCL available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated herein or therein by reference, and the actual text of Section 262 of the DGCL, the actual text of Section 262 of the DGCL controls.

At this time, we know of no other matters to be voted on at the special meeting. If any other matters properly come before the special meeting and you deliver a proxy to us, your shares of our common stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address will receive only one copy of this proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card. If you wish to receive a separate set of our disclosure documents at this time, please notify us by sending a written request to our Corporate Secretary at 3155 Olsen Drive, Suite 150, San Jose, CA 95117, or by telephone at (650) 417-7500.

If you are a stockholder who has multiple accounts in your name or you share an address with other stockholders and would like to receive a single set of our disclosure documents for your household, you may notify your broker, if your shares are held in a brokerage account, or you may contact our Corporate Secretary using the contact method above, if you hold registered shares.

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of our common stock, please contact our proxy solicitor at:

D.F. King & Co., Inc.

28 Liberty Street, Floor 53

New York, NY 10005

Stockholders Call Toll-Free: (888) 626-0988

Banks and Brokers Call: (212) 257-2516

Email: BASE@dfking.com

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information provided in this proxy statement. Therefore, this discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated by reference into this proxy statement. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Couchbase, Inc.

Couchbase is the developer data platform for critical applications in our AI world. Our mission is to inspire and empower developers and architects as they build, deploy and run critical applications and AI agents spanning from the cloud to the edge and everywhere in between. As enterprises accelerate their adoption of AI-driven applications, they require a high-performance, scalable, and cost-efficient data platform that can support transactional applications, high user concurrency, real-time decision-making, automation, mobile use cases, edge, and seamless AI integration. Couchbase provides a unified, AI-ready solution on a single purpose-built platform designed to power the next generation of intelligent applications across cloud, on-premises, and edge environments.

Our common stock is listed on the Nasdaq under the symbol “BASE.”

Cascade Parent Inc.

Parent was formed on June 18, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Parent has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger.

Cascade Merger Sub Inc.

Merger Sub is a wholly owned subsidiary of Parent and was formed on June 18, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist and Couchbase will continue as the surviving corporation.

On the terms and subject to the conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger, (1) Merger Sub will merge with and into Couchbase; (2) the separate corporate existence of Merger Sub will cease; and (3) Couchbase will continue as the surviving corporation of the merger and a wholly owned subsidiary of Parent.

As a result of the merger, Couchbase will cease to be a publicly traded company, and our common stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer be required to file periodic reports, current reports and proxy statements with the SEC. If the merger is completed, you will not own any shares of capital stock of the surviving corporation.

The effective time of the merger will occur upon the filing of a certificate of merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as Couchbase, Parent and Merger Sub may agree and specify in such certificate of merger).

If the merger agreement is not adopted by our stockholders, or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead, (1) Couchbase will remain an independent public company; (2) our common stock will continue to be listed and traded on the Nasdaq and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, we expect that our management will continue to operate the business as it is currently being operated and our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Couchbase operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, the price of our common stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price would return to the price at which it trades as of the date of this proxy statement.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of our common stock. If the merger is not completed, the Couchbase Board will continue to evaluate and review, among other things, Couchbase’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, Couchbase’s business, prospects or results of operation may be adversely impacted.

In specified circumstances in which the merger agreement is terminated, Couchbase has agreed to pay Parent (or its designee) the Couchbase termination fee. In specified circumstances in which the merger agreement is terminated, Parent has agreed to pay Couchbase (or its designee) the Parent termination fee.

On the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger:

At or prior to the closing, Parent will deposit (or cause to be deposited) a sufficient amount of cash with a designated payment agent to pay the aggregate per share price. Once a stockholder has provided the payment agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) and a completed and duly executed letter of transmittal, or received a customary agent’s message with respect to book-entry shares, and provided any other items specified by the payment agent, then the payment agent will pay the stockholder the appropriate portion of the aggregate per share price in exchange for the shares of our common stock held by that stockholder. For more information, see the section of this proxy statement captioned “The Merger Agreement—Payment Agent, Exchange Fund and Exchange and Payment Procedures.”

After the merger is completed, all of our shares of common stock will no longer be outstanding and will automatically be cancelled and cease to exist and each of our stockholders will cease to have any rights with respect thereto except the right to receive the per share price for each share of our common stock that such stockholder owned, as described in the section of this proxy statement captioned “The Merger Agreement—Conversion of Shares” (except that our stockholders holding shares with respect to which an appropriate person has properly and validly exercised and perfected, and has not validly withdrawn or otherwise lost, their appraisal rights will have the right to receive payment for the “fair value” of their shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described below in the section of this proxy statement captioned “The Merger—Appraisal Rights”).

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Couchbase Board (or its committees), Couchbase management, Parent, Merger Sub, Haveli or their respective financial advisors, legal advisors or representatives or any other parties.

The Couchbase Board regularly evaluates Couchbase’s strategic direction and ongoing business plans with a view toward strengthening Couchbase’s business and enhancing value for Couchbase stockholders. As part of this evaluation, the Couchbase Board has, from time to time, considered a variety of strategic alternatives. These have included, among others, (1) the continuation of, and potential improvements to, Couchbase’s current business plan, with Couchbase remaining an independent public company; (2) potential expansion opportunities through investments, acquisitions, partnerships or other commercial relationships; (3) various capital-raising alternatives; and (4) business combinations and other financial and strategic alternatives, including the sale of Couchbase.

From time to time following its initial public offering in July 2021, Couchbase received inbound inquiries from financial sponsors (including Haveli) and strategic acquirors expressing non-specific interest in pursuing a potential acquisition of, or other strategic transaction with, Couchbase. In the course of his regular duties, Matt Cain, Couchbase’s president and chief executive officer, met with various of these parties to discuss publicly available information concerning Couchbase’s business and the industry in which it operates.

On October 15, 2024, Mr. Cain met with a representative of Haveli, at Haveli’s request. The representative of Haveli stated a general interest in exploring a potential acquisition of Couchbase, but did not make a specific acquisition proposal.

On December 12, 2024, Mr. Cain met with representatives of a financial sponsor (which we refer to as “Sponsor 1”), at Sponsor 1’s request. The representatives of Sponsor 1 stated a general interest in exploring a potential acquisition of Couchbase, but did not make a specific acquisition proposal.

On January 7, 2025, Mr. Cain met with representatives of a financial sponsor (which we refer to as “Sponsor 2”), at Sponsor 2’s request. The representatives of Sponsor 2 stated a general interest in exploring a potential acquisition of Couchbase, but did not make a specific acquisition proposal.

On January 28, 2025, the Couchbase Board met, with members of Couchbase management in attendance. Mr. Cain summarized his discussions with Haveli, Sponsor 1 and Sponsor 2. The Couchbase Board discussed the possibility that these and other third parties could have an interest in pursuing a potential acquisition of Couchbase, and that such a transaction had the potential to be in the best interests of Couchbase and its stockholders. Following discussion, the Couchbase Board determined that Kevin Efrusy, Alex Migon and Rick Simonson should work with Mr. Cain and other members of Couchbase management as an ad hoc committee of directors to refine Couchbase’s strategic positioning as an independent public company, and begin preparatory actions to ready Couchbase to commence a process to explore strategic alternatives should the Couchbase Board determine to do so. We refer to this group of directors as the “Ad Hoc Strategy Committee.” The Couchbase Board did not provide for the payment of any compensation to the members of the Ad Hoc Strategy Committee in consideration of their service on the committee (other than their ordinary course compensation as members of the Couchbase Board).

On February 6, 2025 and February 7, 2025, the Ad Hoc Strategy Committee met on an informal basis, with members of Couchbase management to discuss the broad contours of a process to explore potential strategic alternatives available to Couchbase, including potential financial advisors that could assist the Couchbase in connection with such a process. The Ad Hoc Strategy Committee discussed potential financial advisors and ultimately identified Morgan Stanley as a possible financial advisor to Couchbase. Morgan Stanley is known to the Couchbase Board given Morgan Stanley’s role as an underwriter in Couchbase’s initial public offering. The Ad Hoc Strategy Committee determined that Mr. Cain should continue to meet with third parties regarding a potential strategic transaction involving Couchbase, including Haveli, Sponsor 1 and Sponsor 2.

On February 18, 2025, Mr. Cain met with representatives of Haveli, at Haveli’s request. Mr. Cain and the representatives of Haveli discussed Haveli’s perspective on Couchbase and its business. Haveli did not make a specific acquisition proposal during this meeting.

On February 19, 2025, certain members of the Ad Hoc Strategy Committee met on an informal basis, with members of Couchbase management to discuss Mr. Cain’s recent meeting with representatives of Haveli.

On February 27, 2025, the Couchbase Board met, with members of Couchbase management and representatives of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Couchbase’s outside legal advisor (which we refer to as “Wilson Sonsini”), in attendance. Also at the meeting, at the invitation of the Couchbase Board, were representatives of Morgan Stanley. Mr. Cain summarized his discussions with Haveli, Sponsor 1 and Sponsor 2. The representatives of Morgan Stanley reviewed Morgan Stanley’s perspectives on the current market and strategic environment, and discussed the contours of a possible strategic review process that the Couchbase Board could undertake. The representatives of Morgan Stanley then left the meeting. The representatives of Wilson Sonsini reviewed with the directors their fiduciary duties and considerations related to structuring and executing a potential strategic review process. The Couchbase Board discussed engaging Morgan Stanley as Couchbase’s financial advisor. In that regard, the Couchbase Board reviewed Morgan Stanley’s prior work for Couchbase, as well as Morgan Stanley’s qualifications, expertise, international reputation, knowledge of the industry in which Couchbase operates and experience in advising similar companies in connection with potential strategic transactions. The Couchbase Board determined to continue working with Morgan Stanley to take preparatory actions to ready Couchbase to commence a process to explore strategic alternatives should the Couchbase Board determine that Couchbase do so.

Following the February 27 meeting, Couchbase management received a draft engagement letter from Morgan Stanley and Mr. Simonson negotiated the terms of the engagement letter with Morgan Stanley on behalf of the Couchbase Board.

In March 2025, Morgan Stanley received additional inbound inquiries from Haveli, Sponsor 2 and one additional financial sponsor (which we refer to as “Sponsor 3”) expressing non-specific interest in pursuing a potential acquisition of, or other strategic transaction with, Couchbase.

On March 4, 2025, the Ad Hoc Strategy Committee met, with members of Couchbase management and representatives of Morgan Stanley in attendance. The representatives of Morgan Stanley reviewed a preliminary list of potential financial sponsors (including Haveli, Sponsor 1, Sponsor 2 and Sponsor 3) and strategic acquirors most likely to be interested in pursuing, and able to finance and consummate, an acquisition of Couchbase.

On March 5, 2025, Mr. Cain met with representatives of Sponsor 3, at Sponsor 3’s request. Mr. Cain and the representatives of Sponsor 3 discussed Sponsor 3’s perspective on Couchbase and its business. Sponsor 3 did not make a specific acquisition proposal during this meeting.

On March 6, 2025, Mr. Cain met with representatives of Sponsor 1, at Sponsor 1’s request. The representatives of Sponsor 1 expressed a desire to enter into a confidentiality agreement to gain access to due diligence information in connection with exploring a potential acquisition of Couchbase.

Also on March 6, 2025, Mr. Cain met with representatives of Sponsor 2, at Sponsor 2’s request. The representatives of Sponsor 2 expressed a desire to enter into a confidentiality agreement to gain access to due diligence information in connection with exploring a potential acquisition of Couchbase.

On March 14, 2025, a representative of Haveli contacted Mr. Cain to request a meeting to continue discussions about Couchbase and its business.

On March 20, 2025, members of Couchbase management met with representatives of a financial sponsor (which we refer to as “Sponsor 4”), at Sponsor 4’s request. The representatives of Sponsor 4 stated a general interest in exploring a potential acquisition of Couchbase, but did not make a specific acquisition proposal.

Later on March 20, 2025, the Ad Hoc Strategy Committee met, with members of Couchbase management in attendance. Members of Couchbase management reviewed projected financial information, including drafts, prepared by Couchbase management, of the Base Case Long-Term Plan and the Accelerate Case Long-Term Plan (each as further described in the section of this proxy statement captioned “The Merger—Financial Projections”). Members of Couchbase management described the process for preparing the Base Case Long-Term Plan and Accelerate Long-Term Plan, along with the respective underlying assumptions and various execution and other risks to achieving the forecasted results. The Ad Hoc Strategy Committee provided advice and input to Couchbase management on the Base Case Long-Term Plan and Accelerate Long-Term Plan. The Ad Hoc Strategy Committee instructed Couchbase management to share drafts of the Base Case Long-Term Plan and Accelerate Long-Term Plan with the Couchbase Board for additional input and perspective. Additional information about the preparation and substance of the Base Case Long-Term Plan and the Accelerate Case Long-Term Plan is contained in the section of this proxy statement captioned “The Merger—Financial Projections.” Mr. Cain summarized his conversations with Haveli, Sponsor 1, Sponsor 2, Sponsor 3 and Sponsor 4. Additionally, Mr. Cain summarized discussions he had with representatives of

another financial sponsor (which we refer to as “Sponsor 5”) in 2023 in which Sponsor 5 had expressed an interest in learning more about Couchbase and its business. Representatives of Morgan Stanley joined the meeting and reviewed a preliminary list of potential financial sponsors (including Haveli, Sponsor 1, Sponsor 2, Sponsor 3, Sponsor 4 and Sponsor 5) and strategic acquirors most likely to be interested in pursuing, and able to finance and consummate, an acquisition of Couchbase. The Ad Hoc Strategy Committee instructed Morgan Stanley to contact Haveli, Sponsor 1, Sponsor 2, Sponsor 3, Sponsor 4 and Sponsor 5 to discuss each party’s interest in a potential acquisition of Couchbase.

On March 24, 2025, the Ad Hoc Strategy Committee met, with members of Couchbase management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley reviewed the status of discussions with Haveli, Sponsor 1, Sponsor 2, Sponsor 3, Sponsor 4 and Sponsor 5. The representatives of Morgan Stanley reviewed a list of additional potential financial sponsors and strategic acquirors that might have an interest in pursuing an acquisition of Couchbase, as well as perspectives on each party’s ability to finance and consummate an acquisition. The Ad Hoc Strategy Committee considered the potential benefits and drawbacks of contacting additional parties concerning a potential acquisition of Couchbase, including the risk of leaks and disruption. The Ad Hoc Strategy Committee instructed Couchbase management and Morgan Stanley to (1) continue discussions with Haveli, Sponsor 1, Sponsor 2, Sponsor 3, Sponsor 4 and Sponsor 5; and (2) contact ten additional financial sponsors and seven strategic acquirors regarding each party’s possible interest in a potential transaction involving Couchbase.

In the days following the March 20, 2025 and March 24, 2025 meetings of the Ad Hoc Strategy Committee, representatives of Morgan Stanley and Couchbase management contacted the sixteen financial sponsors (including Haveli, Sponsor 1, Sponsor 2, Sponsor 3, Sponsor 4 and Sponsor 5) and seven strategic acquirors selected by the Ad Hoc Strategy Committee. Of these parties (1) Haveli, Sponsor 1, Sponsor 2, Sponsor 3, Sponsor 4 and Sponsor 5 each subsequently entered into confidentiality agreements with Couchbase; and (2) four additional financial sponsors stated an interest in pursuing a potential acquisition of Couchbase, and Couchbase entered into confidentiality agreements with each of these four financial sponsors. Each of these confidentiality agreements contained a customary “standstill” restriction on the counterparty’s ability to make public proposals to acquire Couchbase, each of which terminated upon the announcement of the signing of the merger agreement; and did not contain “don’t ask, don’t waive” provisions prohibiting the counterparty from requesting that Couchbase release the counterparty from its “standstill” restrictions. Each of the seven strategic acquirors declined to pursue a transaction with Couchbase.

On March 27, 2025, the Couchbase Board met, with members of Couchbase management and representatives of Wilson Sonsini in attendance. Members of Couchbase management reviewed drafts, prepared by Couchbase management, of the Base Case Long-Term Plan and the Accelerate Case Long-Term Plan. Members of Couchbase management described the process for preparing the Base Case Long-Term Plan and the Accelerate Case Long-Term Plan, along with the underlying assumptions and various execution and other risks to achieving the forecasted results. The Couchbase Board instructed Morgan Stanley to (1) use the Base Case Long-Term Plan and the Accelerate Case Long-Term Plan for purposes of its ongoing financial analyses of Couchbase in connection with the Couchbase Board’s consideration and evaluation of strategic alternatives, and (2) provide the Base Case Long-Term Plan and the Accelerate Case Long-Term Plan to potential acquirors following the execution of confidentiality agreements with Couchbase. The Couchbase Board reviewed the status of Couchbase’s exploration of strategic alternatives and determined to formally constitute a strategy committee to assist in its efforts. The Couchbase Board inquired of its members, whether they or their respective affiliated investment funds, would potentially be considering a “roll over” of some or all of their respective ownership stake in Couchbase in any potential transaction. All directors (other than Messrs. Efrusy and Migon) confirmed that they would not be considering a “roll over,” and Messrs. Efrusy and Migon reserved to check with their affiliated funds.

Following the meeting, Mr. Migon notified the Couchbase Board that neither he, nor his affiliated investment funds, would be considering a “roll over” in any potential transaction.

Also on March 27, 2025, representatives of Haveli contacted representatives of Couchbase to notify them that funds affiliated with Haveli would be filing a Schedule 13D as a result of certain share acquisitions. Later that day, affiliates of Haveli publicly filed a Schedule 13D reflecting the acquisition of ownership of 7.9 percent of our common stock. At the time Haveli filed such Schedule 13D, Couchbase had not yet entered into a confidentiality agreement with Haveli containing a customary “standstill” restriction (which was entered into on April 7, 2025, as described below).

On April 1, 2025, the Couchbase Board formally constituted a strategy committee (which we refer to as the “Strategy Committee”) consisting of Messrs. Epstein, Migon and Simonson. The Couchbase Board authorized the Strategy Committee to, among other things, (1) oversee and assist Couchbase management and Couchbase’s advisors and consultants with respect to the consideration, exploration and evaluation of strategic alternatives and potential counterparties to a transaction relating to any strategic alternatives; (2) explore, evaluate, consider, review and negotiate the terms and conditions of any transaction relating to any strategic alternative; and (3) if appropriate, recommend to the Couchbase Board what action, if any, should be taken by Couchbase with respect to any strategic alternative. The delegation of authority to the Strategy Committee was for convenience and efficiency, and not to address any potential conflicts of interest. The Couchbase Board retained the exclusive power and authority to approve the entry into a definitive agreement relating to any strategic alternative, including a sale of Couchbase. It was also understood that the Couchbase Board would continue to have an active role in the consideration of strategic alternatives, and that the Strategy Committee would regularly update, and seek input from, the Couchbase Board. The Couchbase Board did not provide for the payment of any compensation to the members of the Strategy Committee in consideration of their service on the committee (other than their ordinary course compensation as members of the Couchbase Board). At the time the Couchbase Board formally constituted the Strategy Committee, Mr. Efrusy had not yet confirmed that neither he, nor his affiliated investment funds, would be considering a “roll over,” which Mr. Efrusy subsequently confirmed shortly thereafter.

On April 3, 2025, affiliates of Haveli publicly filed an amended Schedule 13D reflecting its ownership of 9.8 percent of our common stock.

Later on April 3, 2025, Mr. Cain met with representatives of Haveli. During this meeting, the representatives of Haveli expressed their intention to partner with Sponsor 3 to evaluate a potential transaction involving Couchbase.

Still later on April 3, 2025, the Couchbase Board met, with members of Couchbase management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Wilson Sonsini summarized the Schedule 13D filings by an affiliate of Haveli. The representatives of Morgan Stanley reviewed with the Couchbase Board the status of Couchbase’s discussions with potential financial sponsors and strategic acquirors regarding a potential strategic transaction with Couchbase, including Haveli’s interest in potentially partnering with Sponsor 3 to submit a joint proposal to acquire Couchbase. The Couchbase Board discussed whether, in light of the then-current market volatility, Couchbase should terminate its strategic process and continue as a standalone public company. Following discussion, the Couchbase Board determined that it would revisit whether to continue the strategic process following its review of Morgan Stanley’s preliminary financial analyses of Couchbase based on each of the Base Case Long-Term Plan and the Accelerate Case Long-Term Plan, and instructed Morgan Stanley to present such analyses to the Couchbase Board. The Couchbase Board also discussed whether to contact any additional potential acquirors concerning a potential acquisition of Couchbase and determined not to do so at that time.

On April 7, 2025, the Couchbase Board met, with members of Couchbase management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley reviewed preliminary financial analyses of Couchbase based on each of the Base Case Long-Term Plan and the Accelerate Case Long-Term Plan and reviewed the status of Couchbase’s discussions with potential financial sponsors and strategic acquirors regarding a potential strategic transaction with Couchbase. The representatives of Morgan Stanley then left the meeting. The Couchbase Board discussed Couchbase’s prospects as a standalone public company and whether to abandon the strategic process in light of then-current market volatility. The Couchbase Board determined to continue the strategic process, and instructed the Strategy Committee to continue to work with Morgan Stanley and Wilson Sonsini to progress discussions with the potential acquirors. The Couchbase Board (1) discussed additional potential financial sponsors and strategic acquirors to potentially reach out to regarding a potential acquisition of Couchbase; (2) determined to contact three additional potential financial sponsors and six additional potential strategic acquirors; (3) reviewed the terms of an engagement letter with Morgan Stanley; and (4) authorized Couchbase management to enter into the engagement letter (which letter was subsequently entered into).

As noted above, also on April 7, 2025, Couchbase entered into a confidentiality agreement with Haveli, which also provided that Haveli may purchase up to an aggregate of 9.9% of our common stock.

In the days following the April 7 meeting of the Couchbase Board, representatives of Morgan Stanley contacted the three additional potential financial sponsors and six additional strategic acquirors selected by the Couchbase Board. Of these parties (1) one financial sponsor entered into a confidentiality agreement with Couchbase, which (a) contained a customary “standstill” restriction on the counterparty’s ability to make public proposals to acquire

Couchbase, which terminated upon the announcement of the signing of the merger agreement and (b) did not contain “don’t ask, don’t waive” provisions prohibiting the counterparty from requesting that Couchbase release the counterparty from its “standstill” restrictions; (2) one strategic acquiror entered into a confidentiality agreement with Couchbase, which did not contain a “standstill” restriction on the counterparty’s ability to make public proposals to acquire Couchbase; and (3) each of the other financial sponsors and strategic acquirors determined to not pursue a transaction with Couchbase. In addition, following the Couchbase Board’s determination to continue with the strategic process, in April and May 2025, Couchbase management provided management presentations to nine financial sponsors (including Haveli, Sponsor 1, Sponsor 2, Sponsor 3, Sponsor 4 and Sponsor 5) and one potential strategic acquiror. In addition, following execution of a confidentiality agreement, each financial sponsor and potential strategic acquiror was provided access to an electronic data room containing due diligence information with respect to Couchbase.

On April 16, 2025, Mr. Cain met with representatives of a potential strategic acquiror, at such strategic acquiror’s request. The representatives of the potential strategic acquiror discussed Couchbase’s business and stated a general interest in exploring a potential acquisition of Couchbase, but did not make a specific acquisition proposal. No further conversations ensued between this potential strategic acquiror and Couchbase or Morgan Stanley.

Starting on April 21, 2025, representatives of Morgan Stanley facilitated access to the Base Case Long-Term Plan and the Accelerate Case Long-Term Plan to potential acquirors that had entered into confidentiality agreements with Couchbase as instructed by the Couchbase Board.

Also on April 24, 2025, the Strategy Committee met, with members of Couchbase management, other members of the Couchbase Board, and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley reviewed the status of Couchbase’s discussions with potential financial sponsors and strategic acquirors regarding a potential strategic transaction with Couchbase. The Strategy Committee discussed whether to contact any additional potential acquirors concerning a potential acquisition of Couchbase and determined not to do so at that time.

On April 29, 2025, Sponsor 4 informed representatives of Morgan Stanley that Sponsor 4 was no longer interested in pursuing an acquisition of Couchbase.

On May 5, 2025 and May 9, 2025, members of Couchbase management held due diligence sessions with representatives of Haveli and Sponsor 3.

On May 9, 2025, the Strategy Committee met, with members of Couchbase management, other members of the Couchbase Board, and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley reviewed the status of Couchbase’s discussions with potential financial sponsors and strategic acquirors regarding a potential strategic transaction with Couchbase. The Strategy Committee discussed whether to contact any additional potential acquirors concerning a potential acquisition of Couchbase and determined not to do so at that time.

On May 15, 2025, the Strategy Committee met, with members of Couchbase management, other members of the Couchbase Board, and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley reviewed the status of Couchbase’s discussions with potential financial sponsors and strategic acquirors regarding a potential strategic transaction with Couchbase.

Also on May 15, 2025, Sponsor 2 informed representatives of Morgan Stanley that Sponsor 2 was no longer interested in pursuing an acquisition of Couchbase.

On May 16, 2025, a representative of Haveli and a representative of Sponsor 3 contacted Mr. Cain, and then later contacted a representative of Morgan Stanley, to indicate that Haveli would be submitting a proposal to acquire Couchbase for $21 to $23 in cash per share of our common stock later that day.

Later on May 16, 2025, Haveli and Sponsor 3 jointly submitted a non-binding proposal to acquire Couchbase for $21 to $23 in cash per share of our common stock. We refer to this as the “Initial Haveli and Sponsor 3 Proposal.” The Initial Haveli and Sponsor 3 Proposal was not subject to a financing condition and contemplated approximately four weeks of exclusivity to complete confirmatory due diligence and enter into definitive agreements.

On May 20, 2025, the Strategy Committee met, with members of Couchbase management, other members of the Couchbase Board, and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley reviewed certain preliminary financial considerations with respect to the Initial

Haveli and Sponsor 3 Proposal. The Strategy Committee discussed the status of Couchbase’s exploration of strategic alternatives and prospects as an independent public company. After discussion with its advisors, the Strategy Committee instructed Morgan Stanley to inform Haveli and Sponsor 3 that (1) the Initial Haveli and Sponsor 3 Proposal was not compelling; (2) the Couchbase Board was not prepared to agree to negotiate exclusively at that time; and (3) Couchbase would provide additional due diligence information to support Haveli and Sponsor 3 making an acquisition proposal at a higher per share price. The Strategy Committee also instructed Morgan Stanley to instruct the other parties still considering an acquisition of Couchbase (including Sponsor 1 and Sponsor 5) to submit an acquisition proposal in the near term.

On May 27, 2025, Sponsor 1 submitted a proposal to acquire Couchbase for $22 in cash per share of our common stock. We refer to this as the “Initial Sponsor 1 Proposal.” The Initial Sponsor 1 Proposal was not subject to a financing condition and contemplated a 30-day exclusivity period to complete confirmatory due diligence and enter into definitive agreements.

Also on May 27, 2025, Sponsor 5 informed representatives of Morgan Stanley that Sponsor 5 was no longer interested in pursuing an acquisition of Couchbase.

On May 29, 2025, the Couchbase Board met, with members of Couchbase management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Wilson Sonsini reviewed with the directors their fiduciary duties. The representatives of Morgan Stanley reviewed the status of Couchbase’s discussions with potential financial sponsor and strategic acquirors regarding a potential strategic transaction with Couchbase and noted that at such time only Haveli and Sponsor 3, on the one hand, and Sponsor 1, on the other hand, were actively considering an acquisition of Couchbase. The representatives of Morgan Stanley reviewed certain preliminary financial considerations with respect to the Initial Sponsor 1 Proposal. The Couchbase Board instructed Morgan Stanley to inform Haveli and Sponsor 3, on the one hand, and Sponsor 1, on the other hand, that: (1) Couchbase would provide additional due diligence information to support such party making an acquisition proposal at a higher per share price; (2) each party should submit a “best and final” acquisition proposal, together with an issues list of a “bid-draft” merger agreement prepared by Wilson Sonsini; and (3) in the event that the Couchbase Board determined to proceed with an acquisition, the Couchbase Board expected to announce a transaction on an expedited basis. The Couchbase Board discussed whether to contact any additional potential acquirors concerning a potential acquisition of Couchbase and determined not to do so at that time. The representatives of Morgan Stanley left the meeting. The representatives of Wilson Sonsini reviewed with the directors, their fiduciary duties and the key terms of the proposed “bid-draft” merger agreement that would be provided Haveli and Sponsor 3, on the one hand, and Sponsor 1 on the other hand.

Shortly following the May 29 meeting, representatives of Morgan Stanley delivered the Couchbase Board’s message to Haveli and Sponsor 3 and Sponsor 1.

On June 2, 2025, the “bid-draft” merger agreement was sent to Haveli and Sponsor 3. The version of the merger agreement delivered to Haveli and Sponsor 3 included an obligation for Haveli and its affiliates that own our common stock to enter into agreements to vote their shares of our common stock in favor of the merger concurrently upon entering into the merger agreement. Shortly thereafter, the corresponding draft of Couchbase’s confidential disclosure letter was sent to Haveli and Sponsor 3 and Sponsor 1. Thereafter, and until the parties’ “best and final” proposals were submitted, Couchbase continued to provide due diligence information to Haveli and Sponsor 1, which included multiple meetings with members of Couchbase management and representatives of Morgan Stanley to discuss Couchbase’s business and a potential acquisition of Couchbase.

On June 3, 2025, Couchbase announced earnings for the first quarter of its 2026 fiscal year. At the close of market trading on June 3, 2025 Couchbase’s stock price was at $18.56 per share.

Also on June 3, 2025, representatives of Wilson Sonsini met with Sponsor 1’s outside legal counsel to discuss the “bid-draft” merger agreement. Sponsor 1’s outside legal counsel noted that it intended to submit a full markup of the merger agreement with its “best and final” proposal.

On June 5, 2025, the Strategy Committee met, with members of Couchbase management, other members of the Couchbase Board, and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley provided an update on the status of discussions with Haveli and Sponsor 3, on the one hand, and Sponsor 1, on the other hand. The Strategy Committee discussed whether to contact any additional potential acquirors concerning a potential acquisition of Couchbase and determined not to do so at that time. The

Strategy Committee reviewed a customary relationship disclosure letter provided by Morgan Stanley. The representatives of Morgan Stanley then left the meeting. The Strategy Committee discussed the contents of the relationship disclosure letter and discussions between Mr. Simonson and representatives of Morgan Stanley with respect thereto. The Strategy Committee did not identify any matters that would, in the opinion of the Strategy Committee, affect the ability of Morgan Stanley to fulfill its responsibilities to Couchbase as its financial advisor.

Later on June 5, 2025, representatives of Wilson Sonsini met with representatives of Latham and Watkins LLP (which we refer to as “Latham”), outside legal counsel to Haveli, to discuss the “bid-draft” merger agreement. Latham noted that Haveli intended to submit a full markup of the merger agreement with its “best and final” proposal.

On June 9, 2025, members of Couchbase management held a legal due diligence call with representatives of Haveli and Sponsor 3 as well as Latham in attendance.

Consistent with the Board’s instructions, on June 16, 2025, Morgan Stanley directed Sponsor 1 to submit a “best and final” proposal. Sponsor 1 submitted a proposal to acquire Couchbase for $22.25 in cash per share of our common stock. We refer to this as the “Revised Sponsor 1 Proposal.” The Revised Sponsor 1 Proposal was not subject to a financing condition and contemplated a 10-business day exclusivity period to complete due diligence and enter into definitive agreements. The Revised Sponsor 1 Proposal also contained a markup of the merger agreement and drafts of Sponsor 1’s equity commitment letter and limited guarantee.

Consistent with the Board’s instructions, also on June 16, 2025, Morgan Stanley directed Haveli to submit a “best and final” proposal. Haveli submitted a non-binding proposal to acquire Couchbase for $22.50 in cash per share of our common stock. We refer to this as the “Revised Haveli Proposal.” The Revised Haveli Proposal was not subject to a financing condition and contemplated a five-day exclusivity period, expiring at 11:59 p.m., Pacific time, on June 23, 2025. The Revised Haveli Proposal also contained a markup of the merger agreement, disclosure schedules and draft equity commitment letter and limited guarantee. Prior to submitting the Revised Haveli Proposal, representatives of Haveli had informed representatives of Morgan Stanley that Sponsor 3 was no longer interested in pursuing an acquisition of Couchbase, either with Haveli or independently.

On June 17, 2025, the Couchbase Board met, with members of Couchbase management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Wilson Sonsini reviewed with the directors their fiduciary duties. The representatives of Morgan Stanley reviewed certain preliminary financial considerations with respect to each of the Revised Sponsor 1 Proposal and the Revised Haveli Proposal. The representatives of Wilson Sonsini reviewed the terms of the proposed merger agreement, equity commitment letter and limited guarantee from each of Haveli and Sponsor 1, and noted that the terms proposed by Haveli were closer to the “bid-draft” merger agreement than the terms proposed by Sponsor 1. The Couchbase Board discussed next steps, including whether to (1) enter into exclusivity on the basis of either proposal; (2) seek improved terms from the parties; or (3) decline both proposals, discontinue the strategic review process and continue as an independent public company. In light of the call for “best and final” proposals, the Couchbase Board considered the risk of losing one (or both) proposals should it seek to negotiate improved terms from the parties, and the likelihood that either Haveli or Sponsor 1 would improve its proposal. The representatives of Wilson Sonsini reviewed with the directors their fiduciary duties. Members of Couchbase management, other than Mr. Cain, and the representatives of Morgan Stanley left the meeting. Mr. Cain discussed Couchbase’s prospects as a standalone public company. Mr. Cain then left the meeting. After discussion of alternatives, the Couchbase Board determined to enter into exclusive negotiations with Haveli on the basis of the Revised Haveli Proposal. The Couchbase Board instructed (1) Wilson Sonsini to negotiate an exclusivity agreement with Haveli expiring at 11:59 p.m., Eastern time, on June 22, 2025, and thereafter to negotiate the terms of the merger agreement, equity commitment letter and limited guarantee, with the objective of announcing a transaction with Haveli on June 23, 2025; and (2) Morgan Stanley to inform Sponsor 1 that the Couchbase Board had not accepted the Revised Sponsor 1 Proposal and would not be in a position to continue communications with Sponsor 1 regarding its offer. Following the meeting, as instructed by the Couchbase Board, representatives of Morgan Stanley informed Sponsor 1 of the Couchbase Board’s determination.

Later on June 17, 2025, Couchbase entered into an exclusivity agreement with Haveli, expiring at 11:59 p.m., Eastern time, on June 22, 2025.

Still later on June 17, 2025, a representative of Sponsor 1 communicated to a representative of Morgan Stanley that Sponsor 1 desired to continue discussions regarding a potential acquisition of Couchbase and was willing to increase the per share price of the Revised Sponsor 1 Proposal. The representative of Morgan Stanley did not respond to this communication.

On June 18, 2025, representatives of Wilson Sonsini shared a draft of the voting agreement with the affiliate of Haveli that owns shares of our common stock, as well as a draft of the voting agreement with directors and officers of Couchbase that own shares of our common stock, as requested by representatives of Latham in Latham’s markup of the merger agreement, with representatives of Latham.

Also on June 18, 2025, a representative of Sponsor 1 communicated to Mr. Cain that Sponsor 1 desired to continue discussions regarding a potential acquisition of Couchbase and was willing to increase the per share price of the Revised Sponsor 1 Proposal. Mr. Cain did not respond to this communication.

Later on June 18, 2025, representatives of Sponsor 1’s financial advisor communicated to representatives of Morgan Stanley that Sponsor 1 (1) continued to be highly interested in an acquisition of Couchbase; (2) was prepared to improve the per share price of the Revised Sponsor 1 Proposal by a substantial amount; (3) was prepared to move quickly to enter into definitive agreements; and (4) desired to discuss these topics with Couchbase that day or as soon as possible. The representatives of Morgan Stanley did not respond to this communication.

Still later on June 18, 2025, representatives of Sponsor 1’s financial advisor submitted to representatives of Morgan Stanley a proposal to acquire Couchbase for $25.00 in cash per share of our common stock. We refer to this as the “Final Sponsor 1 Proposal.” The Final Sponsor 1 Proposal (1) did not alter the terms of the proposed merger agreement, equity commitment letter and limited guarantee previously submitted by Sponsor 1; (2) stated that Sponsor 1 was prepared to execute a merger agreement by June 22, 2025, subject to continued access to confirmatory due diligence and Couchbase management; and (3) did not require Couchbase to negotiate with Sponsor 1 on an exclusive basis. The representatives of Morgan Stanley did not respond to this communication.

Still later on June 18, 2025, the Strategy Committee met, with members of Couchbase management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Wilson Sonsini reviewed with the directors their fiduciary duties. The Strategy Committee reviewed with its advisors the various communications from Sponsor 1, including from earlier that day. The representatives of Morgan Stanley reviewed certain preliminary financial considerations with respect to the Final Sponsor 1 Proposal. The representatives of Wilson Sonsini reviewed Couchbase’s obligations under its exclusivity agreement with Haveli and its confidentiality agreement with Sponsor 1. Following discussion, and in light of developments with respect to Sponsor 1, the Strategy Committee determined to recommend to the Couchbase Board that Couchbase inform Haveli that the Couchbase Board was no longer prepared to enter into a merger agreement with Haveli at a per share price of $22.50.

On June 19, 2025, the Couchbase Board met, with members of Couchbase management and representatives of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Wilson Sonsini reviewed with the directors their fiduciary duties. The Couchbase Board reviewed with its advisors the various communications from Sponsor 1. The representatives of Morgan Stanley reviewed certain preliminary financial considerations with respect to the Final Sponsor 1 Proposal. The representatives of Wilson Sonsini reviewed Couchbase’s obligations under its exclusivity agreement with Haveli and its confidentiality agreement with Sponsor 1. The Couchbase Board instructed Morgan Stanley and Wilson Sonsini to inform Haveli and Latham that the Couchbase Board was no longer prepared to enter into a merger agreement with Haveli at a per share price of $22.50, but that the Couchbase Board was prepared to enter into a merger agreement with Haveli, prior to the open of market trading on June 20, 2025, at a per share price of $25.10. Following the meeting, representatives of each of Morgan Stanley and Wilson Sonsini so informed Haveli and its representatives.

Later on June 19, 2025, Wilson Sonsini delivered a revised draft of the merger agreement, equity commitment letter, voting agreement and limited guarantee to Latham. The revised draft of the merger agreement provided for, among other things, a termination fee of 2.8 percent of Couchbase’s equity value, which termination fee would be payable by Couchbase in certain circumstances, including upon termination of the merger agreement to accept a superior proposal.

Still later on June 19, 2025, representatives of Haveli verbally informed Morgan Stanley that Haveli (1) was prepared to increase its proposal to acquire Couchbase to $24.50 in cash per share of our common stock; (2) would not further increase the value of its acquisition proposal; and (3) would no longer pursue a transaction involving Couchbase if the transaction was not publicly announced by early on June 20, 2025. Haveli also proposed that Couchbase would have the benefit of a “go-shop” period permitting Couchbase to affirmatively solicit alternative acquisition proposals until 11:59 p.m., Eastern time, on June 23, 2025, with the termination fee payable by Couchbase equal to (a) 1.4 percent of Couchbase’s equity value if (i) during the “go-shop” period, Couchbase terminated the merger agreement to enter into a definitive agreement with respect to a superior proposal, or (ii) if Couchbase had, during

the “go-shop” period, delivered a notice to Parent stating, among other things, that Couchbase had received an acquisition proposal that the Couchbase Board had determined was a superior proposal and Couchbase subsequently terminated the merger agreement to accept that proposal, and (b) 2.8 percent of Couchbase’s equity value if Couchbase terminated the merger agreement to enter into a definitive agreement with respect to a superior proposal following the expiration of the “go-shop” period in other circumstances. We refer to this proposal as the “Final Haveli Proposal.”

Still later on June 19, 2025, Latham delivered to Wilson Sonsini a revised draft of the merger agreement reflecting the terms of the Final Haveli Proposal.

Still later on June 19, 2025, the Couchbase Board met, with members of Couchbase management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley reviewed certain preliminary financial considerations with respect to the Final Haveli Proposal. The representatives of Wilson Sonsini reviewed the “go-shop” provisions proposed by Haveli. The Couchbase Board considered (1) the per share prices contemplated by the Final Sponsor 1 Proposal and the Final Haveli Proposal; (2) that the definitive agreements for the transaction contemplated by the Final Haveli Proposal were substantially negotiated; (3) the risk of Sponsor 1 failing to acquire Couchbase on the terms of the Final Sponsor 1 Proposal, if at all; (4) the exclusivity agreement with Haveli, which, even if the Board determined not to pursue a transaction with Haveli, prevented Couchbase from negotiating with Sponsor 1 until June 23, 2025; (5) the risk that Haveli would abandon its efforts to acquire Couchbase if Couchbase failed to publicly announce a transaction with Haveli by early on June 20, 2025, including in circumstances where Sponsor 1 was not prepared to transact; (6) Couchbase’s ability, pursuant to the terms of the proposed merger agreement with Haveli, to affirmatively solicit alternative acquisition proposals and pay a lower termination fee to terminate the merger agreement during the “go-shop” period, and to terminate the merger agreement to accept a superior proposal; (7) the termination fee payable by Couchbase, the sizes of such fee, and the circumstances in which such fee would be payable; (8) the fact that the proposed “go-shop” period expired on June 23, 2025, and the fact that the Final Sponsor 1 Proposal stated that Sponsor 1 could be prepared to execute a definitive agreement for an acquisition of Couchbase by June 22, 2025; and (9) the respective levels of experience of Haveli and its team and Sponsor 1 in completing public company acquisitions similar in size to the acquisition of Couchbase. The Couchbase Board (1) determined to accept the Final Haveli Proposal; and (2) instructed Wilson Sonsini to negotiate the final terms of the merger agreement, voting agreements, limited guarantee and equity commitment letter so that Couchbase was positioned to publicly announce its acquisition by Haveli by early on June 20, 2025.

Following the meeting of the Couchbase Board, members of Couchbase management and representatives of Wilson Sonsini, and representatives of each of Haveli and Latham, continued to exchange revised drafts, and met to finalize the terms of the transaction documents through the morning of July 20, 2025.

On June 20, 2025, the Couchbase Board met, with members of Couchbase management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley confirmed that there were no updates to the relationship disclosure letter previously provided by Morgan Stanley to the Couchbase Board. The representatives of Morgan Stanley provided Morgan Stanley’s financial analyses of the $24.50 per share cash consideration proposed to be paid by Haveli pursuant to the Final Haveli Proposal. At the request of the Couchbase Board, Morgan Stanley then rendered its oral opinion, subsequently confirmed in writing, that, as of June 20, 2025, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the per share price of $24.50 in cash to be received by the holders of shares of our common stock (other than the holders of the excluded shares and any other affiliates of Parent that hold shares of our common stock) pursuant to the terms of the merger agreement was fair from a financial point of view to such holders of shares of our common stock, as set forth in the written opinion as more fully described in the section of this proxy statement captioned “The Merger—Opinion of Morgan Stanley & Co. LLC.” Mr. Cain confirmed that he had not engaged in discussions with Haveli regarding any post-closing employment or compensation. The representatives of Wilson Sonsini summarized the final terms of the merger agreement, equity commitment letter, limited guarantee and voting agreements. The Couchbase Board, after considering the factors more fully described in the section of this proxy statement captioned “The Merger—Recommendation of the Couchbase Board and Reasons for the Merger,” by a unanimous vote of the directors present and voting (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Couchbase and its stockholders; and (2) approved and declared advisable the merger agreement and the transactions contemplated by

the merger agreement, including the merger. The representatives of Morgan Stanley described certain solicitation activities that could be undertaken during the “go-shop” period and identified seven potential strategic acquirors that could be interested in an acquisition of Couchbase. The Couchbase Board instructed Morgan Stanley to contact each of these seven strategic acquirors and Sponsor 1 regarding their interest participating in the “go-shop” period.

Later on June 20, 2025, representatives of Wilson Sonsini and Latham finalized the merger agreement, equity commitment letter, limited guarantee and voting agreements, and the transaction documents were executed by the parties.

Still later on June 20, 2025, before the open of market trading, Couchbase and Haveli issued a joint press release and publicly announced the merger and the transactions contemplated by the merger agreement.

Following the public announcement of the merger, on June 20, 2025, Morgan Stanley contacted Sponsor 1 and the seven potential strategic acquirors as instructed by the Couchbase Board. Representatives of Sponsor 1 stated that Sponsor 1 might consider participating in the “go-shop” process.

From June 20, 2025 until June 23, 2025, representatives of Couchbase made available to Sponsor 1 and its advisors certain due diligence information that was made available to Haveli, and Sponsor 1 and its advisors held meetings with Couchbase management and Morgan Stanley to discuss Couchbase’s business; and Sponsor 1’s outside legal counsel met with Wilson Sonsini to discuss the terms of a proposed merger agreement, voting agreement, equity commitment letter and limited guarantee that Sponsor 1 may submit in connection with a potential acquisition proposal.

On June 21, 2025, a representative of Sponsor 1 informed representatives of Morgan Stanley that Sponsor 1 intended to submit an acquisition proposal.

On June 22, 2025, the Couchbase Board met, with members of Couchbase management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley summarized the solicitation efforts undertaken by Morgan Stanley at the instruction of the Couchbase Board during the “go-shop” period and Sponsor 1’s stated intention to submit an acquisition proposal. The representatives of Morgan Stanley provided an update for the Couchbase Board that each contacted party, other than Sponsor 1, had declined to participate in the “go-shop” process.

On June 23, 2025, a representative of Sponsor 1 informed a representative of Morgan Stanley that Sponsor 1 had determined that it would not further pursue the Final Sponsor 1 Proposal or submit a revised acquisition proposal.

Still later on June 23, 2025, the Strategy Committee met, with members of Couchbase management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley provided an update to the Strategy Committee on the additional due diligence provided to Sponsor 1, various discussions over the preceding days with Sponsor 1 and Sponsor 1’s determination that it would not further pursue the Final Sponsor 1 Proposal or submit a revised acquisition proposal.

Still later on June 23, 2025, the Couchbase Board met, with members of Couchbase management and representatives of each of Morgan Stanley and Wilson Sonsini in attendance. The representatives of Morgan Stanley summarized the additional due diligence provided to Sponsor 1, various discussions over the preceding days with Sponsor 1 and Sponsor 1’s determination that it would not further pursue the Final Sponsor 1 Proposal or submit a revised acquisition proposal.

At 11:59 p.m., Eastern time, on June 23, 2025, the “go-shop” period expired.

On June 20, 2025, the Couchbase Board, by a unanimous vote of the directors present and voting: (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of Couchbase and our stockholders; and (2) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger.

The Couchbase Board recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Couchbase to our named executive officers in connection with the merger; and (3) “FOR” the postponement or adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

In evaluating the merger agreement and the merger, the Strategy Committee and the Couchbase Board consulted with members of Couchbase management, as well as representatives of each of Wilson Sonsini and Morgan Stanley. In recommending that our stockholders vote “FOR” the adoption of the merger agreement, the Couchbase Board considered and analyzed a number of factors, including the factors summarized below (which factors are not necessarily exhaustive or presented in order of relative importance). Based on these consultations, considerations and analyses, including the factors discussed below, the Couchbase Board concluded that entering into the merger agreement was advisable, fair to and in the best interests of Couchbase and our stockholders.

The Couchbase Board believed that the following material factors and benefits supported its determination and recommendation that our stockholders vote “FOR” the adoption of the merger agreement:

The Couchbase Board also considered a number of uncertainties, risks and other potentially negative factors related to its recommendation, including the following:

The foregoing discussion of factors considered is not meant to be exhaustive. Rather, it summarizes the material considerations and analyses evaluated by the Couchbase Board in its consideration of the merger, and such considerations and analyses are not necessarily presented in order of importance. After considering these and other factors, the Couchbase Board concluded that the potential benefits of entering into the merger agreement outweighed the potential uncertainties and risks. In light of the variety of factors considered by the Couchbase Board and the complexity of these factors, the Couchbase Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Couchbase Board applied his or her own personal business judgment to the process and may have assigned different relative weights to the different factors. The Couchbase Board adopted and approved the merger

agreement based upon the totality of the information presented to, and considered by, the Couchbase Board. The explanation of the factors and reasoning set forth above may contain forward-looking statements, which should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Couchbase retained Morgan Stanley to provide it with financial advisory services and an opinion in connection with the possible sale of Couchbase. The Couchbase Board selected Morgan Stanley to act as Couchbase’s financial advisor based on, among other things, Morgan Stanley’s qualifications, extensive expertise and international reputation, its knowledge of and involvement in recent transactions in Couchbase’s industry, and its knowledge of Couchbase’s business and affairs given Morgan Stanley’s role as an underwriter in Couchbase’s initial public offering. At the meeting of the Couchbase Board on June 20, 2025, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that, as of June 20, 2025, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the per share price of $24.50 in cash to be received by the holders of shares of our common stock (other than the holders of the excluded shares and any other affiliates of Parent that hold shares of our common stock) pursuant to the merger agreement was fair from a financial point of view to such holders of shares of our common stock.

The full text of the written opinion of Morgan Stanley, dated as of June 20, 2025, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached as Annex B to this proxy statement and incorporated by reference in this proxy statement in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Couchbase Board, in its capacity as such, and addresses only the fairness from a financial point of view of the per share price of $24.50 in cash to be received by the holders of shares of our common stock (other than holders of the excluded shares and any other affiliates of Parent that hold shares of our common stock) pursuant to the merger agreement as of the date of the opinion and does not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available, nor does it address the underlying business decision of Couchbase to enter into the merger agreement or proceed with any transaction contemplated by the merger agreement. Morgan Stanley expressed no opinion or recommendation as to how our stockholders should vote at any meeting of our stockholders to be held in connection with the merger.

In connection with rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Couchbase, and formed a substantial basis for its opinion. With respect to the management projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Couchbase’s management of the future financial performance of Couchbase. Morgan Stanley expressed no view as to the management projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the draft merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Parent will obtain financing in accordance with the terms set forth in the draft equity commitment letter, and that the definitive merger agreement and equity commitment letter would not differ in any material respect from the drafts thereof furnished to Morgan Stanley. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Couchbase and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley’s opinion does not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available, nor does it address the underlying business decision of Couchbase to enter into the merger agreement or proceed with any transaction contemplated by the merger agreement. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Couchbase’s officers, directors or employees, or any class of such persons, relative to the per share price of $24.50 in cash to be received by the holders of shares of our common stock (other than the holders of the excluded shares and any other affiliates of Parent that hold shares of our common stock) in the merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Couchbase, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of June 20, 2025. Events occurring after June 20, 2025, may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley has not assumed any obligation to update, revise or reaffirm its opinion.

The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion as of June 20, 2025, subsequently confirmed in writing as of such date, to the Couchbase Board. The following summary is not a complete description of Morgan Stanley’s opinion, or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley was directed by the Couchbase Board and Couchbase’s management to utilize and rely upon, among other matters, the Financial Projections. The Financial Projections are more fully described below in the section of this proxy statement captioned “The Merger—Financial Projections.” In accordance with direction from the Couchbase Board and Couchbase’s management, Morgan Stanley utilized and relied upon the Base Case Long-Term Plan and the Base Case Extrapolations (each as defined in the section of this proxy statement captioned “The Merger—Financial Projections”) (which we refer to as the “Management Base Case”) and the Accelerate Case Long-Term Plan and the Accelerate Case Extrapolations (each as

defined in the section of this proxy statement captioned “The Merger—Financial Projections”) (which we refer to as the “Management Accelerate Case”) in its financial analyses described below, and no relative prioritization or weight was attributed to any one of the Financial Projections.

Morgan Stanley performed a selected public company comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Couchbase with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (which we refer to as the “comparable companies”). The following is a list of the comparable companies:

For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value (which we refer to as the “AV”) for each of the comparable companies, utilizing publicly available financial information as of June 18, 2025 to estimate revenue for each of fiscal year 2026 and fiscal year 2027. Morgan Stanley referred to these ratios as AV/FY2026E revenue and AV/FY2027E revenue, respectively. For purposes of its analyses, Morgan Stanley defined “aggregate value” as a company’s fully diluted equity value plus total debt, less cash and cash equivalents. To align with Couchbase’s fiscal year end of January 31 as set forth in the management projections, each of calendar year 2025 and calendar year 2026 was treated as representing the subsequent fiscal year, such that, for example, calendar year 2025 represents fiscal year 2026.

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley (1) selected a representative range of AV/FY2026E revenue of 3.0x-5.0x with respect to the Management Base Case and 4.0x-6.0x with respect to the Management Accelerate Case, and, as applicable, applied these ranges to the estimated revenue for Couchbase for fiscal year 2026 based on each of the Management Base Case and the Management Accelerate Case and (2) selected a representative range of AV/FY2027E revenue of 2.5x-4.5x with respect to the Management Base Case and 3.5x-5.5x with respect to the Management Accelerate Case, and, as applicable, applied these ranges to the estimated revenue for Couchbase for fiscal year 2027 based on each of the Management Base Case and the Management Accelerate Case.

Based on the outstanding shares of our common stock on a fully diluted basis as of June 4, 2025, as provided by Couchbase’s management, and Couchbase’s net cash as of May 31, 2025, as provided by Couchbase’s management, Morgan Stanley calculated the estimated implied value per share of our common stock as follows:

No company utilized in the public trading comparables analysis is identical to Couchbase. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Couchbase’s control. These include, among other things, the impact of competition on Couchbase’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Couchbase and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into a theoretical estimate of the potential future equity value of a company’s common stock as a function of such company’s estimated future revenue and a range of trading multiples. The resulting estimated future implied equity value is subsequently discounted back to the present day to arrive at an illustrative estimate of the present value for the company’s theoretical future implied stock price. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of our common stock on a stand-alone basis for each of the Management Base Case and the Management Accelerate Case.

Morgan Stanley calculated ranges of implied equity values per share of our common stock as of June 18, 2025. To calculate the discounted equity value per share of our common stock, Morgan Stanley used fiscal year 2028 and fiscal year 2029 estimated revenue based on each of the Management Base Case and Management Accelerate Case. For each scenario, Morgan Stanley calculated the future implied fully diluted equity value of Couchbase as of June 18, 2025, (1) with respect to the Management Base Case, by applying its public trading comparables analysis reference ranges for (a) AV/FY2026E revenue of 3.0x-5.0x to Couchbase’s estimated revenue for fiscal year 2028 as set forth in the Management Base Case and (b) AV/FY2027E revenue of 2.5x-4.5x to Couchbase’s estimated revenue for fiscal year 2029 as set forth in the Management Base Case and (2) with respect to the Management Accelerate Case, by applying its public trading comparables analysis reference ranges for (a) AV/FY2026E revenue of 4.0x-6.0x to Couchbase’s estimated revenue for fiscal year 2028 as set forth in the Management Accelerate Case and (b) AV/FY2027E revenue of 3.5x-5.5x to Couchbase’s estimated revenue for fiscal year 2029 as set forth in the Management Accelerate Case. In each case, Morgan Stanley then divided the future implied fully diluted equity value by the estimated future diluted shares outstanding (which were provided and approved for Morgan Stanley’s use by Couchbase’s management) to calculate a future-implied equity value per share. Morgan Stanley then discounted the resulting future-implied equity values per share to June 18, 2025 using a discount rate equal to Couchbase’s assumed cost of equity of 11.8%, which cost of equity was selected based on the application of Morgan Stanley’s professional judgment and experience. Based on these calculations, this analysis implied the following value ranges per share of our common stock:

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of fully diluted equity values per share for our common stock based on a discounted cash flow analysis to value Couchbase as a stand-alone public company. Morgan Stanley utilized estimates from the Management Base Case and Management Accelerate Case for purposes of its discounted cash flow analysis, as more fully described below.

Morgan Stanley first calculated the estimated unlevered free cash flow, which is defined as (1) earnings before interest, taxes, depreciation and amortization, burdened by stock-based compensation expense, less (2) taxes, less (3) capital expenditures, and plus or minus (4) changes in net working capital, for fiscal years 2026 through 2035

based on each of the Management Base Case and Management Accelerate Case, which estimated unlevered free cash flows were reviewed and approved by Couchbase’s management for Morgan Stanley’s use. Morgan Stanley then estimated the terminal value of Couchbase at the end of the forecast period by applying a range of terminal unlevered free cash flow multiples ranging from 25.0x to 35.0x, which range was selected based on Morgan Stanley’s professional judgment and experience, to Couchbase’s estimated unlevered free cash flow for the next 12-month period following the forecast period, which estimated unlevered free cash flow was extrapolated by Morgan Stanley based on each of the Management Base Case and Management Accelerate Case, as applicable, and reviewed and approved by Couchbase’s management for use by Morgan Stanley. Morgan Stanley then discounted unlevered free cash flows and terminal value with respect to each of the Management Base Case and Management Accelerate Case to present values as of April 30, 2025 using a range of discount rates ranging from 10.8% to 12.8%, which discount rates were selected based on Morgan Stanley’s professional judgment and experience, to reflect an estimate of Couchbase’s weighted average cost of capital. The resulting implied aggregate value was then adjusted to add the net present value of estimated net operating losses, as provided by Couchbase’s management, and further adjusted to determine implied equity value by adding net cash as of May 31, 2025, as provided by Couchbase’s management.

Based on the outstanding shares of our common stock on a fully diluted basis as provided by Couchbase’s management on June 4, 2025, Morgan Stanley calculated the estimated implied value per share of our common stock as follows:

Morgan Stanley performed a precedent transactions multiples analysis, which is designed to imply a value of a company based on publicly available financial terms, by reviewing publicly available statistics for selected comparable transactions. Such comparable transactions were selected based on Morgan Stanley’s professional judgment and experience, including that they shared certain characteristics with the merger, most notably because they were similar software transactions since January 1, 2019. For each such transaction, Morgan Stanley noted the ratio of aggregate value of the transaction to each target company’s estimated revenue for the next 12-month period (which we refer to as the “NTM revenue”) following the announcement date of the applicable transaction.

The following is the list of such reviewed transactions:

Based on its analysis of the relevant metrics for each of the comparable transactions and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges for the ratio of aggregate value to the estimated NTM revenue of 3.1x to 4.9x and applied these ranges to Couchbase’s estimated NTM revenue as of June 18, 2025 based on each of the Management Base Case and Management Accelerate Case to calculate a range of implied equity value per share of our common stock. The results of the analysis were as follows:

No company or transaction utilized in the precedent transactions analysis is identical to Couchbase or the merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the Couchbase’s control. These include, among other things, the impact of competition on the Couchbase’s business and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Couchbase and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and fully diluted equity value of the transactions to which the merger is being compared. The fact that points in the range of implied present value per share of Couchbase derived from the valuation of precedent transactions were less than or greater than the per share price in connection with the merger is not necessarily dispositive in connection with Morgan Stanley’s analysis of the consideration for the merger but is one of many factors that Morgan Stanley considered.

Morgan Stanley observed additional factors that were not considered as part of Morgan Stanley’s financial analyses with respect to its opinion, but which were noted as reference data for the Couchbase Board.

Morgan Stanley reviewed the premiums paid by acquirers in selected public company technology transactions occurring between January 1, 2011 and June 18, 2025, with aggregate values greater than $250 million. Morgan Stanley selected such U.S. all-cash public company technology transactions because of certain shared characteristics with the merger based on Morgan Stanley’s professional judgment and experience. For each transaction in the analysis, Morgan Stanley noted, where available: (1) the implied premium to the acquired company’s closing share price on the last trading day prior to announcement (or, as applicable, on the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news); and (2) the implied premium to the acquired company’s highest closing share price during the last twelve-month (which we refer to as the “LTM”) period prior to announcement (or, as applicable, the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news).

Based on its analysis of the premia for such transactions and based upon the application of its professional judgment and experience, Morgan Stanley selected (1) a representative range of premia based on the selected transactions occurring between January 1, 2011 and June 18, 2025 and applied such range to the Couchbase’s closing share price on June 18, 2025; and (2) a representative range of premia based on the selected transactions occurring between January 1, 2011 and June 18, 2025 and applied such range to the Couchbase’s highest closing share price during the LTM period prior to and including June 18, 2025.

Morgan Stanley reviewed the historical trading range of our common stock for the LTM period ending on June 18, 2025. The range was as follows:

Morgan Stanley reviewed publicly available equity research analysts’ share price targets for our common stock as of June 18, 2025. Morgan Stanley used the lowest and highest undiscounted price targets issued by those research analysts with publicly available price targets for shares of our common stock, resulting in a range of $16.00 to $25.00 per share of our common stock.

Morgan Stanley then calculated the range of discounted price targets for Couchbase by discounting such targets for one year. Based on an estimated cost of equity of 11.8% for Couchbase, Morgan Stanley calculated a range of discounted price targets of $14.31 to $22.36 per share of our common stock.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for our common stock, and these estimates are subject to uncertainties, including the future financial performance of Couchbase and future financial market conditions.

In connection with the review of the merger by the Couchbase Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of an opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Couchbase.

In performing its analyses, Morgan Stanley made numerous judgments and assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Couchbase’s control. These include, among other things, the impact of competition on Couchbase’s business and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Couchbase and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the per share price of $24.50 in cash to be received by the holders of shares of our common stock (other than the holders of the excluded shares and any other affiliates of Parent that hold shares of our common stock) pursuant to the merger agreement and in connection with the delivery of its opinion dated as of June 20, 2025, to the Couchbase Board. These analyses do not purport to be appraisals or reflect the prices at which shares of our common stock might actually trade.

The aggregate per share price to be received by the holders of shares of our common stock (other than the holders of the excluded shares and any other affiliates of Parent that hold shares of our common stock) pursuant to the merger agreement was determined through arm’s-length negotiations between Couchbase and Parent and was approved by the Couchbase Board. Morgan Stanley provided financial advice to the Couchbase Board during these negotiations but did not, however, recommend any specific consideration to Couchbase or the Couchbase Board, nor did Morgan Stanley opine that any specific consideration constituted the only appropriate consideration for the merger. Morgan

Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available, nor does it address the underlying business decision of Couchbase to enter into the merger agreement or proceed with any transaction contemplated by the merger agreement. Morgan Stanley expressed no opinion or recommendation as to how our stockholders should vote at any meeting of our stockholders to be held in connection with the merger.

Morgan Stanley’s opinion and its presentation to the Couchbase Board were among the many factors taken into consideration by the Couchbase Board to recommend that the Couchbase Board approve and adopt the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Couchbase Board with respect to the consideration pursuant to the merger agreement or of whether the Couchbase Board would have been willing to agree to a different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

The Couchbase Board retained Morgan Stanley based upon, among other matters, Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading, hedging and brokerage activities, foreign exchange, commodities and derivatives trading, and prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own accounts or the accounts of their customers, in debt or equity securities or loans of Parent, Couchbase or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument. In addition, Morgan Stanley, its affiliates, directors or officers, including individuals working with Couchbase in connection with the merger, may have committed and may commit in the future to invest in private equity funds managed by Parent and its affiliates or in affiliates of Morgan Stanley that may hold direct equity and/or partnership interests in investment vehicles, including private equity funds and/or pension funds, managed by Parent and its affiliates.

Under the terms of its engagement letter, Morgan Stanley provided the Couchbase Board financial advisory services and an opinion, described in this section and attached to this proxy statement as Annex B, in connection with the merger, and Couchbase has agreed to pay Morgan Stanley a fee of approximately $30 million for its services, approximately $3.5 million of which was earned following delivery of the opinion described in this section and attached to this proxy statement as Annex B, and the remainder of which is contingent upon the consummation of the merger. Couchbase has also agreed to reimburse Morgan Stanley for its expenses, including fees of outside counsel, incurred in connection with its engagement. In addition, Couchbase has agreed to indemnify Morgan Stanley and its affiliates, its and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages, liabilities and expenses related to, arising out of or in connection with Morgan Stanley’s engagement, including certain liabilities under the federal securities laws.

In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have not received any fees from Couchbase in connection with financial advisory services or financing services. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have provided financial advisory services to Haveli and certain of its related entities (collectively, which we refer to as the “Haveli related entities”) and have received aggregate fees of between approximately $5 million and $10 million in connection with such services. Morgan Stanley may also seek to provide financial advisory and financing services to Couchbase, Haveli related entities and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Other than in connection with Couchbase’s regular earnings press releases and related investor materials, Couchbase does not, as a matter of course, make public long-term projections of Couchbase’s future financial or operating performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, Couchbase management regularly prepares, and the Couchbase Board regularly evaluates, prospective information relating to Couchbase’s future financial or operating performance as part of

routine long-term business and strategic planning processes. In addition, Couchbase management regularly makes, and reviews with the Couchbase Board, updates to Couchbase’s long-term business plan, including to reflect actual results, Couchbase’s strategic initiatives, and trends in Couchbase’s performance and the industry in which Couchbase operates.

As part of Couchbase’s exploration and evaluation of a sale of Couchbase and other strategic alternatives (including continuing as an independent public company), Couchbase management prepared and reviewed with the Strategy Committee and the Couchbase Board the following unaudited prospective financial information:

Couchbase management also prepared extrapolations of the Base Case Long-Term Plan (which we refer to as the “Base Case Extrapolations”) and the Accelerate Case Long-Term Plan (which we refer to as the “Accelerate Case Extrapolations”) for the fiscal years 2031 through 2035 for Morgan Stanley to use, at the direction of Couchbase management and the Couchbase Board, for purposes of performing its financial analyses in connection with rendering its opinion to the Couchbase Board. The Base Case Extrapolations and Accelerate Case Extrapolations were derived by projecting forward the general trends from fiscal years 2026 through 2030 but assuming slowing revenue growth rates and an eventual plateauing of operating expense as percentage of revenue to reflect the anticipated maturation of Couchbase’s business. For purposes of this proxy statement, the Base Case Long-Term Plan, the Accelerate Case Long-Term Plan, the Base Case Extrapolations and the Accelerate Case Extrapolations are referred to collectively as the “Financial Projections.”

The Financial Projections were (1) prepared by Couchbase management for Couchbase’s internal use and not for public disclosure; and (2) provided by Couchbase management to the Strategy Committee and the Couchbase Board for use in considering, analyzing and evaluating the merger and other strategic alternatives available to Couchbase. At the direction of Couchbase management and the Couchbase Board, the Financial Projections were utilized and relied upon by Morgan Stanley without attributing any relative prioritization or weight to any case of the Financial Projections for purposes of performing its financial analyses in connection with rendering its opinion to the Couchbase Board (as more fully described in the section of this proxy statement captioned “The Merger—Opinion of Morgan Stanley & Co. LLC”). In addition, as described in the section of this proxy statement captioned “The Merger—Background of the Merger,” the Base Case Long-Term Plan and the Accelerate Long-Term Plan were

provided to, and discussed with, Haveli, Sponsor 3, Sponsor 1 and other potential acquirors in the strategic process as part of their due diligence review. The Base Case Extrapolations and the Accelerate Case Extrapolations were not provided to Haveli, Sponsor 1 or other potential acquirors.

The Financial Projections were developed by Couchbase management as then-current estimates of Couchbase’s future financial and operating performance as an independent company (taking into account the relevant information available to Couchbase management at that time). The Financial Projections do not give effect to the merger, including (1) any impact of the negotiation or execution of the merger agreement; (2) the expenses that have already and will be incurred in connection with completing the merger; or (3) any changes to Couchbase’s operations or strategy that may be implemented in connection with the pendency, or following the consummation, of the merger. The Financial Projections also do not consider the effect of any failure of the merger to be completed, and the Financial Projections should not be viewed as accurate or continuing in that context.

The Financial Projections are not included in this proxy statement to influence any decision on how to vote with respect to any matter to be considered at the special meeting. Rather, they are included in this proxy statement to give our stockholders access to certain forward-looking, non-public information that was provided to the Strategy Committee, the Couchbase Board, Morgan Stanley and Haveli (and, by extension, Parent) for the purposes described above. By including the Financial Projections in this proxy statement, none of the Strategy Committee, the Couchbase Board, Couchbase, Couchbase management, Morgan Stanley, Haveli, Parent or any other person has made or makes any representation regarding Couchbase’s ultimate financial or operating performance as compared to the information contained in the Financial Projections. For the foregoing reasons, and considering that the special meeting will be held several months after the Financial Projections were prepared, the inclusion of the Financial Projections in this proxy statement should not be regarded as an indication that the Strategy Committee, the Couchbase Board, Couchbase, Couchbase management, Morgan Stanley, Haveli, Parent or any other person considered, or now considers, them to be necessarily predictive of Couchbase’s actual future results, and such information should not be relied on as such. Further, the inclusion of the Financial Projections in this proxy statement does not constitute an admission or representation by Couchbase, Morgan Stanley, Haveli, Parent or any other person that the information presented is material.

The Financial Projections were not prepared with a view toward public disclosure or complying with U.S. generally accepted accounting principles (which we refer to as “GAAP”). In addition, the Financial Projections were not prepared with a view toward complying with published guidelines of the SEC with respect to forward-looking information or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Financial Projections were prepared by, and are the responsibility of, Couchbase management. Neither Couchbase’s independent registered public accounting firm, PricewaterhouseCoopers LLP, nor any other registered public accounting firm has audited, reviewed, examined or compiled the Financial Projections or applied agreed-upon procedures with respect to the Financial Projections; accordingly, neither PricewaterhouseCoopers LLP nor any other registered public accounting firm expresses an opinion or any other form of assurance with respect thereto. Any report of a registered public accounting firm incorporated by reference in this proxy statement relates to Couchbase’s previously issued financial statements. It does not extend to the Financial Projections and should not be read to do so.

Although the Financial Projections are presented with numerical specificity, they reflect numerous assumptions, estimates and uncertainties as to future events made by Couchbase management that Couchbase management believed in good faith were reasonable at the time that the Financial Projections were prepared. Couchbase’s ability to achieve the financial and operating results contemplated by the Financial Projections will be affected by Couchbase’s ability to achieve its strategic goals, objectives and targets over the applicable periods, and will be subject to related operational and execution risks. The Financial Projections (1) are forward-looking information; (2) are subject to many risks and uncertainties; and (3) reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Financial Projections not to be achieved include and can be found in the section of this proxy statement captioned “Forward-Looking Statements” and in the various risk factors included in Couchbase’s periodic filings with the SEC. These factors are difficult to predict, and many of them are outside of Couchbase’s control. As a result, there can be no assurance that the Financial Projections will be realized (in part or at all), and Couchbase’s actual results may be materially better or worse than implied by the Financial Projections.

Couchbase has reported, and may continue to report, results of operations for periods included in the Financial Projections that were or will be completed following the preparation of the Financial Projections. The Financial

Projections should be evaluated in conjunction with Couchbase’s historical financial statements and other information regarding Couchbase contained in Couchbase’s public filings with the SEC. The Financial Projections may not be consistent with, or comparable to, Couchbase’s historical results as a result of the assumptions utilized in preparing such information; please refer to Couchbase’s periodic filings with the SEC for information on Couchbase’s actual historical results. Other than as described in this proxy statement, the Financial Projections do not include any updates or revisions to reflect information or results as of any date subsequent to their preparation. Except to the extent required by applicable federal securities laws, Couchbase does not intend to update or otherwise revise the Financial Projections to reflect circumstances existing after the date that they were prepared or to reflect the occurrence of future events.

Because the Financial Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Financial Projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Financial Projections are not, and should not be considered to be, a guarantee of future financial or operating performance. Further, the Financial Projections are not fact and should not be relied upon as being necessarily indicative of Couchbase’s future results or for purposes of making any investment decision. In light of the foregoing factors and the uncertainties inherent in the Financial Projections, readers of this proxy statement are cautioned not to place undue, if any, reliance on the Financial Projections.

Certain of the financial measures included in the Financial Projections are non-GAAP financial measures (which we refer to as “Couchbase’s non-GAAP financial measures”). These are financial performance measures that are not calculated in accordance with GAAP. Couchbase’s non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in Couchbase’s non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, Couchbase’s non-GAAP financial measures should be considered together with, and not as an alternative to, Couchbase’s financial results prepared in accordance with GAAP.

Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Financial Projections, are not subject to SEC rules and regulations regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Strategy Committee, the Couchbase Board, Morgan Stanley, Haveli, Parent or, to Couchbase’s knowledge, any other person. Accordingly, no reconciliation of the financial measures included in the Financial Projections is provided in this proxy statement.

The following table summarizes the Base Case Long-Term Plan and the Base Case Extrapolations.

The following table summarizes the Accelerate Case Long-Term Plan and the Accelerate Case Extrapolations.

When considering the recommendation of the Couchbase Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of our stockholders. These interests include:

For purposes of this disclosure, the current executive officers of Couchbase are: Matthew M. Cain, William Carey, Margaret Chow, and Huw Owen.

Although Mr. Henry is not currently serving as an executive officer, under applicable SEC rules, this disclosure is required to cover former executive officers of Couchbase who served as executive officers at any time since the beginning of Couchbase’s last fiscal year. Thus, Greg Henry, Couchbase’s former Senior Vice President and Chief Financial Officer, who resigned effective February 25, 2025, and remained with Couchbase in an advisory capacity until May 31, 2025, is considered an executive officer for purposes of this disclosure.

For purposes of this disclosure, Couchbase’s current non-employee directors are: Edward T. Anderson, Alvina Y. Antar, Carol W. Carpenter, Lynn M. Christensen, Kevin J. Efrusy, Jeff Epstein, Aleksander J. Migon, David C. Scott, and Richard A. Simonson.

Pursuant to the terms of the merger agreement, directors and executive officers of Couchbase will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

As of July 10, 2025, there were outstanding Couchbase RSU awards that cover an aggregate of 4,259,675 shares of our common stock, of which (1) Couchbase RSU awards covering an aggregate of 87,399 shares of our common stock were held by our non-employee directors as of that date and (2) Couchbase RSU awards covering an aggregate of 1,072,190 shares of our common stock were held by our executive officers as of that date.

At the effective time of the merger, each vested Couchbase RSU award will be automatically cancelled and converted into the right to receive an amount in cash equal to (1) the total number of shares of our common stock subject to such vested Couchbase RSU award immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest and less any applicable withholding taxes.

At the effective time of the merger, each unvested Couchbase RSU award will be automatically cancelled and converted into the contingent right to receive a converted cash award equal to (1) the total number of shares of our common stock subject to such unvested Couchbase RSU award immediately prior to the effective time of the merger, multiplied by (2) the per share price, without interest and less any applicable withholding taxes. Each converted cash award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Couchbase RSU award immediately prior to the effective time of the merger, except for administrative changes that are not adverse to the holder of the unvested Couchbase RSU award.

As of July 10, 2025, there were outstanding Couchbase PSU awards that cover an aggregate of 568,469 shares of our common stock, of which Couchbase PSU awards covering an aggregate of 322,733 shares of our common stock were held by our executive officers as of that date. None of our non-employee directors held Couchbase PSU awards as of July 10, 2025.

Prior to the effective time of the merger, the Couchbase Board (or the Compensation Committee) will review and certify, if applicable, the achievement of performance criteria applicable to each outstanding Couchbase PSU award. Each vested Couchbase PSU award will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (1) the total number of shares of our common stock subject to such vested Couchbase PSU award (as determined in accordance with the terms of the applicable award agreement), multiplied by (2) the per share price, less applicable withholding taxes.

At the effective time of the merger, each outstanding unvested Couchbase PSU award will be cancelled and converted into a cash award in an amount equal to (1) the total number of shares of our common stock subject to such unvested Couchbase PSU award (as determined in accordance with the applicable award agreement) multiplied by (2) the per share price, less applicable withholding taxes. The converted cash award will vest on the first to occur following the closing of March 15, June 15, September 15 or December 15, subject to the holder continuing to provide services to Parent (or the surviving corporation, or one of their affiliates) through the applicable vesting date and any other terms and conditions (excluding performance-based vesting conditions but including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Couchbase PSU award, except for administrative changes that are not adverse to the holder of the unvested Couchbase PSU award.

As of July 10, 2025, there were outstanding Couchbase options to purchase an aggregate of 3,857,141 shares of our common stock with an exercise price below the per share price, of which (1) Couchbase options to purchase an aggregate of 241,623 shares of our common stock were held by our non-employee directors as of that date and (2) Couchbase options to purchase an aggregate of 2,684,669 shares of our common stock were held by our executive officers as of that date.

At the effective time of the merger, each vested Couchbase option will be automatically cancelled and converted into the right to receive an amount in cash equal to (1) the total number of shares of our common stock subject to the vested Couchbase option, multiplied by (2) the excess, if any, of the per share price over the exercise price per share of such vested Couchbase option, without interest and less any applicable withholding taxes.

At the effective time of the merger, each unvested Couchbase option with an exercise price per share that is less than the per share price will be automatically cancelled and converted into the contingent right to receive a converted cash award equal to (1) the total number of shares of our common stock subject to such unvested Couchbase option immediately prior to the effective time of the merger, multiplied by (2) the excess, if any, of the per share price over the exercise price per share of such unvested Couchbase option, without interest and less any applicable withholding taxes. Except as otherwise provided in the merger agreement, each such converted cash award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested Couchbase option immediately prior to the effective time of the merger.

Any underwater Couchbase option will be cancelled at the effective time of the merger for no consideration or payment.

The following table sets forth for each person who has been a Couchbase executive officer or member of the Couchbase Board at any time since the beginning of Couchbase’s 2025 fiscal year, (1) the number of shares of our common stock directly or indirectly held; (2) the number of shares of our common stock subject to his or her Couchbase RSUs, assuming the following and such additional assumptions set forth in the footnotes to the table; and (3) the number of shares of our common stock subject to his or her Couchbase PSUs, assuming the following and such additional assumptions set forth in the footnotes to the table:

Pursuant to our amended outside director compensation policy, we have granted Couchbase RSU awards to our non-employee directors under our 2021 Equity Incentive Plan, as amended (which we refer to as the “2021 Plan”). Pursuant to the 2021 Plan and the amended outside director compensation policy, the vesting of Couchbase RSU awards granted to our non-employee directors will fully accelerate upon a “change in control.” The closing will be a “change in control” within the meaning of the 2021 Plan and outside director compensation policy.

Prior to our public offering, we granted Couchbase options to our outside directors under our 2018 Equity Incentive Plan, as amended (which we refer to as our “2018 Plan”), to acquire shares of our common stock. As of the date of this proxy statement, all such options are fully vested.

We have granted Couchbase RSU awards, Couchbase PSU awards, and Couchbase options to our executive officers.

We have granted Couchbase RSU awards to certain of our executive officers that vest solely contingent on continued service to Couchbase over designated periods. Such Couchbase RSU awards are eligible for accelerated vesting in connection with a qualifying termination of employment in accordance with the terms of the severance agreements, as discussed below.

We have granted Couchbase PSU awards to certain of our executive officers that vest contingent on continued service to Couchbase over designated periods as well as the achievement of certain performance metrics.

In accordance with the terms of the Couchbase PSU awards, upon a “change in control” that occurs during the “performance period” at a time when the executive officer remains a service provider, all Couchbase PSU awards that have not previously become eligible to vest based on achievement of the applicable performance metrics (which we refer to as “eligible PSU awards”) will become eligible PSU awards immediately prior to such change in control. In this event, the Couchbase PSU awards that become eligible PSU awards in connection with such change in control will vest immediately prior to such change in control as to 1/12^th of such eligible PSU awards for each quarterly vesting date that has occurred prior to such change in control following March 15, 2023, subject to the executive officer’s continuing to be a service provider through the date of such change in control, and, if there continue to be any remaining unvested eligible PSU awards, then 1/12^th of such eligible PSU awards shall vest on each quarterly vesting date that occurs on or following such change of control, up to but not exceeding 100 percent of such Couchbase PSU awards, subject to the executive officer’s continuing to be a service provider through the applicable vesting date. For the avoidance of doubt, any eligible PSU awards that remain unvested following a change in control will be considered unvested time-based awards and eligible for accelerated vesting in accordance with the executive officer’s severance agreement. Additionally, any Couchbase PSU awards that became eligible PSU awards prior to the change in control but have not vested immediately prior to such change in control shall vest immediately prior to such change in control, subject to the executive officer’s continuing to be a service provider through the date of such change in control.

We have granted Couchbase options to certain of our executive officers, all of which have fully vested.

We are party to the severance agreements with each of our current executive officers pursuant to our change in control and severance policy. Under these severance agreements, if we terminate such executive officer’s employment other than for cause, death or disability or the executive officer resigns due to a constructive termination, as such terms are defined in the severance agreement (which we refer to as a “qualified termination”), and the qualified termination occurs during the period from 30 days prior to until 12 months following a change in control, as defined in the severance agreements, with such period being referred to as the “change in control period,” such executive officer will be eligible to receive the following severance benefits from Couchbase, less applicable tax withholdings:

To receive the foregoing severance benefits upon a qualifying termination, whether or not in connection with a change in control, an executive officer must sign and not revoke our standard separation agreement and release of claims within the timeframe set forth in the severance agreement.

If any of the payments provided for under a severance agreement or otherwise payable to an executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then the executive officer would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the executive officer.

The following table sets forth the information required by Item 402(t) of Regulation S-K for each of Couchbase’s named executive officers regarding certain compensation that is based on, or that otherwise relates to, the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the merger-related compensation payable to Couchbase’s named executive officers. Couchbase’s “named executive officers” for purposes of the disclosure in this proxy statement are Matthew M. Cain, Greg Henry, Margaret Chow, and Huw Owen. For additional details regarding the terms of the payments quantified below, see the sections of this proxy statement captioned “The Merger—Interests of Couchbase’s Directors and Executive Officers in the Merger—Treatment of Equity Awards” and “The Merger—Interests of Couchbase’s Directors and Executive Officers in the Merger—Change in Control and Severance Benefits Under Existing Relationships.”

The amounts in the table are estimated using the following assumptions and such additional assumptions as may be set forth in the footnotes to the table:

The amounts reported below are estimates based on these and other assumptions that may or may not actually occur or be accurate on the date the merger actually closes. Accordingly, the ultimate values to be received by a named executive officer in connection with the merger may differ from the amounts set forth below. Couchbase’s named executive officers will not receive pension, non-qualified deferred compensation or tax reimbursements in connection with the merger. As required by applicable SEC rules, all amounts below that are determined using the per share value of our common stock have been calculated based on the per share price.