Couchbase, Inc.: M&A transaction — Haveli Investments completes $1.5B all-cash acquisition of Couchbase; stock delisted

Couchbase, Inc.

Acquisition by Haveli Investments completed at $24.50 per share in cash, aggregate ~$1.5B.
Couchbase common stock ceased trading on Nasdaq; delisting and deregistration filed.
All outstanding Couchbase RSUs and options cancelled/converted to cash based on $24.50/share.
New credit facilities entered: $150M Holdco term loan and $450M Opco term loan plus $40M revolver.
Entire board replaced; directors resigned, Brian Sheth and Sumit Pande appointed.

item 1.01 item 1.02 item 2.01 item 3.01 item 3.03 item 5.03 item 5.01 item 5.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Couchbase, Inc. underwent a change of control involving Cascade Parent Inc. and Haveli Investments, L.P. for $24.50 in cash (closed 2025-09-24).

Action: change of control
Counterparty: Cascade Parent Inc. and Haveli Investments, L.P.
Consideration: $24.50 in cash
Closing: 2025-09-24

Exact text from the filing

immediately prior to the Effective Time (subject to certain exceptions specified in the Merger Agreement) was automatically canceled and converted into the right to receive $24.50 in cash, without interest (the “Per Share Price”), subject to applicable withholding taxes. Pursuant to the Merger Agreement, Couchbase’s equity awards that were outstanding

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Source: SEC EDGAR

accession 0001140361-25-035929

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