UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 10-Q

__________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April~~July 3031, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40601

__________________________________

Couchbase, Inc.

(Exact name of registrant as specified in its charter)

__________________________________


Delaware		26-3576987
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	3155 Olsen Drive San Jose, California 95117
	(Address of principal executive offices and Zip Code)

(650) 417-7500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.00001 per share

BASE

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of ~~May~~August 3029, 2025, the registrant had 5455,~~084~~254,~~446~~ 037 shares of common stock outstanding.

Table of Contents

		Page
Part I.	Financial Information
Item 1.	Financial Statements (unaudited)	64
	Condensed Consolidated Balance Sheets	64
	Condensed Consolidated Statements of Operations	75
	Condensed Consolidated Statements of Comprehensive Loss	86
	Condensed Consolidated Statements of Stockholders’ Equity	97
	Condensed Consolidated Statements of Cash Flows	109
	Notes to Condensed Consolidated Financial Statements	1110
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38
Part II.	Other Information	39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6971
Item 3.	Defaults Upon Senior Securities	6971
Item 4.	Mine Safety Disclosures	6971
Item 5.	Other Information	6971
Item 6.	Exhibits	7072
Signatures		7173

Table of Contents

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future plans or events, management's expectations and opinions or our future financial or operating performance, intentions, designs, expectations or objectives. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “forecast,” “contemplate,” “believe,” “estimate,” “predict,” “seek,” “pursue,” “potential,” "ready," or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about our expectations regarding:

•our proposed merger with Cascade Parent Inc., including but not limited to our expectations regarding the timing and completion of the proposed merger;

•our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, our ability to determine reserves and our ability to achieve and maintain future profitability;

•the sufficiency of our cash, cash equivalents and short-term investments to meet our liquidity needs;

•the demand for our products and services or for data management solutions in general;

•our ability to attract and retain customers and partners;

•our ability to develop new products and features and bring them to market in a timely manner and make enhancements to our offerings, as well as market acceptance of new products and features;

•our expectations regarding future developments with respect to Couchbase Capella, our fully-managed database-as-a-service (“DBaaS”) offering;

•our ability to compete with existing and new competitors in existing and new markets and offerings;

•macroeconomic conditions, foreign exchange as well as financial and credit markets fluctuations, inflation concerns, capital markets volatility and recessionary fears, on our business and results of operations;

•our expectations regarding the effects of existing and developing laws, rules, regulations and other legal obligations, including with respect to taxation and privacy and security;

•our ability to manage risk associated with our business;

•our expectations regarding new and evolving markets, as well as the impact of artificial intelligence ("AI") in business, including development of Capella iQ, our generative AI-powered developer’s coding assistant built into Couchbase Capella;

•our ability to maintain, develop and protect our brand;

•our ability, and our customers’ and our third-party service providers’ ability, to maintain the security and availability to each of our technological and physical infrastructures;

•our expectations and management of future growth;

•our expectations concerning relationships with third parties;

•our ability to obtain, maintain, defend and enforce our intellectual property;

•our use of third-party open source software in our solutions and the availability of portions of our source code on an open source basis;

•our ability to successfully acquire and integrate companies and assets; and

•the increased expenses associated with being a public company.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events.

Table of Contents

We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, assumptions, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Table of Contents

Risk Factor Summary

Our business is subject to significant risks and uncertainties that make an investment speculative and risky. Below we summarize what we believe are the principal risk factors, but these risks are not the only risks we face. You should carefully review and consider the full discussion of our risk factors below this summary, together with the other information in this Quarterly Report on Form 10-Q. If any of the following risks or if any of those listed elsewhere in this Quarterly Report on Form 10-Q actually occur, our business, reputation, financial condition, results of operations, revenue and future prospects could be seriously harmed. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.

~~Risks~~•The ~~Related~~pendency of the Merger (as defined below) could have an adverse effect on our business and results of operations, and the failure to ~~Our~~complete ~~Industry~~the Merger in a timely manner or at all could aversely effect our business, financial condition, results of operations and ~~Business~~stock price.

•WeWhile ~~have~~the aMerger ~~history~~is ofpending, ~~net~~we ~~losses~~are subject to business uncertainties and ~~may~~contractual ~~not~~restrictions ~~achieve~~that orcould ~~maintain~~harm ~~profitability~~our inbusiness ~~the~~relationships, ~~future~~financial condition, results of operations, and business.

•WeLitigation ~~may~~in ~~not~~connection ~~continue~~with tothe ~~grow~~Merger oncould ~~pace~~be ~~with~~costly, ~~historical~~prevent ~~rates~~consummation of the Merger, divert management’s attention, and otherwise harm our business.

•If we fail to manage our growth effectively, our brand, business, financial condition and results of operations could be adversely affected.

•We face intense competition and if we are unable to compete effectively, our business, financial condition and results of operations would be adversely affected.

•We may fail to cost-effectively acquire new customers or obtain renewals, upgrades or expansions from our existing customers, which would adversely affect our business, financial condition and results of operations.

•The market for our products and services is highly competitive and evolving, and our future success depends on the growth and expansion of this market.

•If we fail to innovate in response to changing customer needs, new technologies or other market requirements, our business, financial condition and results of operations could be harmed.

•We have a limited operating history, which makes it difficult to predict our future results of operations.

•Our future results of operations and key business metrics fluctuate significantly, and if we fail to meet the expectations of analysts or investors, the market price of our common stock and the value of your investment could decline substantially.

•We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in full in our results of operations.

•We depend on our sales force, and we may fail to attract, retain, motivate or train our sales force, which could adversely affect our business, financial condition and results of operations.

•Our sales strategy to target larger enterprises involves risks that may not be present or that are present to a lesser extent with respect to smaller enterprises, such as long and unpredictable sales cycles and sales efforts that require considerable time and expense, particularly in the current macroeconomic environment.

•If we are not able to maintain and enhance our brand, especially among enterprise architects, application developers and other key functions that support them, our business and results of operations may be adversely affected.

•Real or perceived errors, failures or bugs in our products or interruptions or performance problems associated with our technology and infrastructure could adversely affect our growth prospects, business, financial condition and results of operations.

•Our ability to maintain and increase sales with our existing customers depends, in part, on the quality of our customer support, and our failure to offer high-quality support would harm our reputation and adversely affect our business and results of operations.

•Our international operations and planned continued international expansion subject us to additional costs and risks, which could adversely affect our business, financial condition and results of operations.

Table of Contents

•We track certain key business metrics with internal systems and tools and do not independently verify such metrics. Certain of these metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.

•We depend on our management team and other highly skilled personnel, and we may fail to attract, retain, motivate or integrate highly skilled personnel, which could adversely affect our business, financial condition and results of operations.

•Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.

•We may require additional capital, which may not be available on terms acceptable to us, or at all.

•Future debt obligations could materially and adversely affect our business, financial condition or results of operations.

•We may be unable to make acquisitions and investments or successfully integrate acquired companies and assets into our business, and our acquisitions and investments may not meet our expectations, any of which could adversely affect our business, financial condition and results of operations.

•Use of AI, including in our products and services, combined with an evolving regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business.

•~~Our~~We ~~business~~face ~~could~~economic bedownturns and fluctuations in currency exchange rates, which could adversely ~~affected~~affect byour ~~economic~~financial ~~downturns~~condition and results of operations.

•We face fluctuations in currency exchange rates, which could adversely affect our financial condition and results of operations.

•Our business could be adversely affected by pandemics, natural disasters, political crises or other unexpected events.

Risks Related to Our Dependence on Third Parties

•If we are unable to maintain successful relationships with our partners, our business, financial condition and results of operations could be harmed.

•We rely on third-party service providers for many aspects of our business, and any failure to maintain these relationships could harm our business.

•Certain estimates and information we refer to publicly are based on information from third-party sources and we do not independently verify the accuracy or completeness of the data contained in such sources or the methodologies for collecting such data, and any real or perceived inaccuracies in such estimates and information may harm our reputation and adversely affect our business.

Risks Related to Our Open Source and Intellectual Property

•Our use of third-party open source software in our solutions, the availability of core portions of our source code on an open source or source available basis and contributions to our open source projects could negatively affect our ability to sell our products and provide our services, subject us to possible litigation and allow third parties to access and use software and technology that we use in our business, all of which could adversely affect our business and results of operations.

•Our distribution and licensing model could negatively affect our ability to monetize and protect our intellectual property rights.

•Because of the rights accorded to third parties under open source licenses, there may be fewer technology barriers to entry in the markets in which we compete, and it may be relatively easy for new and existing competitors, some of whom may have greater resources than we have, to compete with us.2

•We could incur substantial costs in obtaining, maintaining, protecting, defending and enforcing our intellectual property rights and any failure to obtain, maintain, protect, defend or enforce our intellectual property rights could reduce the value of our software and brand.

Table of Contents

•We ~~have~~could ~~been~~incur ~~and~~substantial ~~may~~costs in ~~the~~obtaining, ~~future~~maintaining, ~~become~~protecting, ~~subject~~defending toand enforcing our intellectual property ~~disputes~~rights ~~which~~and ~~may~~any befailure ~~costly~~ to ~~defend~~obtain, ~~subject~~maintain, usprotect, todefend ~~significant~~or ~~liability,~~enforce ~~require~~our usintellectual toproperty ~~pay~~rights ~~significant~~could ~~damages~~reduce ~~and~~the ~~limit~~value of our ~~ability~~software toand ~~use certain technologies~~brand.

~~Risks~~•Our ~~Related~~business is subject to ~~Our~~a ~~Legal~~wide range of laws and ~~Regulatory~~regulations, ~~Environment~~industry standards, contractual obligations and other requirements, many of which are evolving, and failure to comply with or disputes arising in connection with the foregoing could harm our business, financial condition and results of operations.

•Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm our business, financial condition and results of operations.

•If our security measures, or those of our service providers or customers, are breached or unauthorized parties otherwise obtain access to our or our customers’ data or software, our products and services may be perceived as not being secure, customers may reduce or terminate their use of our products and services and we may face claims, litigation, regulatory investigations, significant liability and reputational damage.

•If we are not able to comply with, or are perceived to not comply with U.S. and foreign laws, rules, regulations, industry standards, contractual obligations and other requirements relating to data protection, information security and privacy, our business, financial condition and results of operations could be harmed.

•Any future litigation against us could be costly and time-consuming to defend.

•Indemnity provisions in various agreements to which we are party potentially expose us to substantial liability for intellectual property infringement, misappropriation or other violation and other losses.

•A portion of our revenue is generated by sales to heavily regulated organizations, which are subject to a number of challenges and risks.

•Failure to comply with anti-bribery, anti-corruption, anti-money laundering and similar laws could subject us to penalties and other adverse consequences.

•We are subject to governmental export control, trade sanctions and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.

•Our international operations may subject us to greater than anticipated tax liabilities.

•Changes in tax laws could materially affect our financial condition, results of operations and cash flows.

•Our ability to use our net operating losses may be limited.

•Adverse outcomes in tax audits or changes in our effective tax rate or tax liability may have an adverse effect on our results of operations.

•Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations.

•Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the U.S.

•If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

•We are obligated to maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.

Risks Related to Ownership of Our Common Stock and Governance Matters

•Operating as a public company has and will require us to incur substantial costs and will require substantial management attention.

•The concentration of our outstanding common stock will limit your ability to influence the outcome of important transactions, including a change in control.

•The market price of our common stock may continue to be volatile, and you could lose all or part of your investment.

Table of Contents

•Sales of substantial amounts of shares of our common stock in the public market, or the perception that such sales might occur, could cause the market price of our common stock to decline or impair our ability to raise capital through the sale of additional equity securities.

•The issuance of additional stock in connection with financings, acquisitions, investments, our equity compensation plans or otherwise will dilute all other stockholders.

•Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our common stock.

•Our amended and restated bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.3

•If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our common stock adversely, the market price and trading volume of our common stock could decline.

•We do not intend to pay dividends for the foreseeable future.

Table of Contents

Part I – Financial Information

Item 1. Financial Statements (unaudited)

COUCHBASE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except share data)

	As of		As of
	April 30, 2025		January 31, 2025
	July 31, 2025		January 31, 2025
Assets:
Current assets
Cash and cash equivalents	$	2844,~~046~~110	$	30,536
Short-term investments	~~113~~98,~~779~~112		116,635
Accounts receivable, net	4342,~~781~~643		49,242
Deferred commissions	1617,~~921~~694		16,774
Prepaid expenses and other current assets	119,~~772~~493		15,206
Total current assets	~~214~~212,~~299~~052		228,393
Property and equipment, net	1011,~~167~~110		7,214
Operating lease right-of-use assets	36,~~312~~739		3,935
Deferred commissions, noncurrent	1719,~~702~~060		19,602
Other assets	1,~~479~~473		1,454
Total assets	$	~~246~~250,~~959~~434	$	260,598
Liabilities and Stockholders’ Equity:
Current liabilities
Accounts payable	$	4,~~565~~493	$	2,186
Accrued compensation and benefits	916,~~764~~605		21,091
Other accrued expenses	78,~~311~~095		8,443
Operating lease liabilities	~~800~~1,053		1,356
Deferred revenue	9286,~~178~~689		94,252
Total current liabilities	~~114~~116,~~618~~935		127,328
Operating lease liabilities, noncurrent	27,~~943~~131		2,960
Deferred revenue, noncurrent	32,~~248~~359		2,694
Total liabilities	~~120~~126,~~809~~425		132,982
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock, $0.00001 par value; 200,000,000 shares authorized as of April 30, 2025 and January 31, 2025; zero shares issued outstanding as of April 30, 2025 and January 31, 2025	—		—
Preferred stock, $0.00001 par value; 200,000,000 shares authorized as of July 31, 2025 and January 31, 2025; zero shares issued outstanding as of July 31, 2025 and January 31, 2025	—		—
Common stock, $0.00001 par value; 1,000,000,000 shares authorized as of April 30, 2025 and January 31, 2025; 54,041,260 and 53,078,742 shares issued and outstanding as of April 30, 2025 and January 31, 2025, respectively	—		—
Common stock, $0.00001 par value; 1,000,000,000 shares authorized as of July 31, 2025 and January 31, 2025; 55,248,577 and 53,078,742 shares issued and outstanding as of July 31, 2025 and January 31, 2025, respectively	—		—
Additional paid-in capital	~~708~~730,~~941~~788		692,812
Accumulated other comprehensive income	~~200~~(2)		116
Accumulated deficit	(~~582~~606,~~991~~777)		(565,312)
Total stockholders’ equity	~~126~~124,~~150~~009		127,616
Total liabilities and stockholders’ equity	$	~~246~~250,~~959~~434	$	260,598

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

COUCHBASE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except share data)

	Three Months Ended April 30,
	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
Revenue:
License	$	95,~~008~~065	$	65,~~859~~242	$	14,073	$	12,101
Support and other	4550,~~835~~303		4244,~~179~~051		96,138		86,230
Total subscription revenue	5455,~~843~~368		49,~~038~~293		110,211		98,331
Services	12,~~680~~198		2,~~289~~296		3,878		4,585
Total revenue	5657,~~523~~566		51,~~327~~589		114,089		102,916
Cost of revenue:
Subscription	5,~~462~~935		34,~~957~~455		11,397		8,412
Services	1,~~394~~406		12,~~725~~008		2,800		3,733
Total cost of revenue	67,~~856~~341		56,~~682~~463		14,197		12,145
Gross profit	4950,~~667~~225		45,~~645~~126		99,892		90,771
Operating expenses:
Research and development	18,~~490~~963		17,~~847~~370		37,453		35,217
Sales and marketing	3837,~~160~~529		3736,~~755~~168		75,689		73,923
General and administrative	11,~~163~~309		12,~~583~~636		22,472		25,219
Business development activities	~~697~~7,828		—		8,525		—
Total operating expenses	6875,~~510~~629		6866,~~185~~174		144,139		134,359
Loss from operations	(1825,~~843~~404)		(2221,~~540~~048)		(44,247)		(43,588)
Interest expense	(15)		—(29)		(30)		(29)
Other income, net	21,~~050~~633		1,~~531~~741		3,683		3,272
Loss before income taxes	(1623,~~808~~786)		(2119,~~009~~336)		(40,594)		(40,345)
Provision (benefit) for income taxes	871		(14)
Provision for income taxes	—		559		871		545
Net loss	$	(1723,~~679~~786)	$	(2019,~~995~~895)	$	(41,465)	$	(40,890)
Net loss per share, basic and diluted	$	(0.3343)	$	(0.4239)	$	(0.77)	$	(0.81)
Weighted-average shares used in computing net loss per share, basic and diluted	5354,~~645~~707		4950,~~788~~822		54,185		50,311

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

COUCHBASE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

(in thousands)

	Three Months Ended April 30,
	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
Net loss	$	(1723,~~679~~786)	$	(2019,~~995~~895)	$	(41,465)	$	(40,890)
Other comprehensive income:
Net unrealized gains (losses) on investments, net of tax	84		(271)
Net unrealized (losses) gains on investments, net of tax	(202)		242		(118)		(29)
Total comprehensive loss	$	(1723,~~595~~988)	$	(2119,~~266~~653)	$	(41,583)	$	(40,919)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

COUCHBASE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)

(in thousands, except share data)

	Common Stock		AdditionalPaid-InCapital			AccumulatedOtherComprehensiveIncome		Accumulated Deficit		TotalStockholders’Equity
		Shares			Amount
Balance as of January 31, 2025		53,078,742	$	—		$	692,812	$	116	$	(565,312)	$	127,616
Issuance of common stock upon exercise of stock options		206,759	—			1,219		—		—		1,219
Issuance of common stock in connection with employee stock purchase plan		118,609	—			1,424		—		—		1,424
Vesting of restricted stock units		637,150	—			—		—		—		—
Stock-based compensation		—	—			13,486		—		—		13,486
Net unrealized gains on investments		—	—			—		84		—		84
Net loss		—	—			—		—		(17,679)		(17,679)
Balance as of April 30, 2025		54,041,260	$	—		$	708,941	$	200	$	(582,991)	$	126,150
Issuance of common stock upon exercise of stock options		556,116	—			7,635		—		—		7,635
Vesting of restricted stock units		651,201	—			—		—		—		—
Stock-based compensation		—	—			14,212		—		—		14,212
Net unrealized losses on investments		—	—			—		(202)		—		(202)
Net loss		—	—			—		—		(23,786)		(23,786)
Balance as of July 31, 2025		55,248,577	$	—		$	730,788	$	(2)	$	(606,777)	$	124,009
	Common Stock		AdditionalPaid-InCapital			AccumulatedOtherComprehensiveIncome(Loss)		Accumulated Deficit		TotalStockholders’Equity
		Shares			Amount
Balance as of January 31, 2024		49,079,876	$	—		$	621,024	$	56	$	(490,659)	130,421
Balance as of April 30, 2024		50,220,260	$	—		$	640,931	$	(215)	$	(511,654)	129,062
Issuance of common stock upon exercise of stock options		~~406~~136,~~055~~338	—			~~3,294~~842		—		—		~~3,294~~842
Issuance of common stock in connection with employee stock purchase plan		123,778	—			1,795		—		—		1,795
Vesting of restricted stock units		926,495	—			—		—		—		—
Vesting of restricted stock units		610,551	—			—		—		—		—
Stock-based compensation		—	—			16,392		—		—		16,392
Stock-based compensation		—	—			14,818		—		—		14,818
Net unrealized gains on investments		—	—			—		242		—		242
Net unrealized losses on investments		—	—			—		(271)		—		(271)
Net loss		—	—			—		—		(19,895)		(19,895)
Net loss		—	—			—		—		(20,995)		(20,995)
Balance as of July 31, 2024		51,283,093	$	—		$	658,165	$	27	$	(531,549)	$	126,643
Balance as of April 30, 2024		50,220,260	$	—		$	640,931	$	(215)	$	(511,654)	$	129,062

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents


	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
		Shares			Amount
Balance as of January 31, 2025		53,078,742	$	—		$	692,812	$	116	$	(565,312)	$	127,616
Issuance of common stock upon exercise of stock options		762,875	—			8,854		—		—		8,854
Issuance of common stock in connection with employee stock purchase plan		118,609	—			1,424		—		—		1,424
Vesting of restricted stock units		1,288,351	—			—		—		—		—
Stock-based compensation		—	—			27,698		—		—		27,698
Net unrealized losses on investments		—	—			—		(118)		—		(118)
Net loss		—	—			—		—		(41,465)		(41,465)
Balance as of July 31, 2025		55,248,577	$	—		$	730,788	$	(2)	$	(606,777)	$	124,009

	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
		Shares			Amount
Balance as of January 31, 2024		49,079,876	$	—		$	621,024	$	56	$	(490,659)	$	130,421
Issuance of common stock upon exercise of stock options		542,393	—			4,136		—		—		4,136
Issuance of common stock in connection with employee stock purchase plan		123,778	—			1,795		—		—		1,795
Vesting of restricted stock units		1,537,046	—			—		—		—		—
Stock-based compensation		—	—			31,210		—		—		31,210
Net unrealized losses on investments		—	—			—		(29)		—		(29)
Net loss		—	—			—		—		(40,890)		(40,890)
Balance as of July 31, 2024		51,283,093	$	—		$	658,165	$	27	$	(531,549)	$	126,643

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

COUCHBASE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Three Months Ended April 30,
	Six Months Ended July 31,
	2025		2024
Cash flows from operating activities:
Net loss	$	(1741,~~679~~465)	$	(2040,~~995~~890)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	~~851~~1,933		~~400~~763
Stock-based compensation, net of amounts capitalized	1327,~~384~~483		1430,~~627~~783
Amortization of deferred commissions	510,~~096~~172		48,~~096~~280
Non-cash lease expense	~~720~~1,304		~~765~~1,530
Net accretion of discounts on short-term investments	(~~302~~533)		(~~900~~1,613)
Foreign currency transaction losses	(554)		283
Foreign currency transaction (gains) losses	(719)		291
Other	(5019)		76200
Changes in operating assets and liabilities:
Accounts receivable	67,~~111~~240		1013,~~165~~295
Deferred commissions	(310,~~343~~550)		(38,~~070~~249)
Prepaid expenses and other assets	35,~~332~~496		31443
Accounts payable	12,~~360~~667		~~(792)~~146
Accrued compensation and benefits	(114,~~647~~691)		(93,~~179~~991)
Other accrued expenses	(~~1,872~~433)		(~~813~~1,107)
Operating lease liabilities	(~~670~~239)		(~~843~~1,625)
Deferred revenue	(17,~~520~~898)		7(1,~~708~~547)
Net cash (used in) provided by operating activities	(6,783)		1,559
Net cash used in operating activities	(10,252)		(3,291)
Cash flows from investing activities:
Purchases of short-term investments	(1223,~~758~~621)		(1937,~~454~~805)
Maturities of short-term investments	1642,~~000~~560		2458,144
Purchases of property and equipment	(15,~~860~~709)		(~~995~~2,062)
Net cash provided by investing activities	113,~~382~~230		318,~~695~~277
Cash flows from financing activities:
Proceeds from exercise of stock options	18,~~219~~854		34,~~294~~136
Proceeds from issuance of common stock under ESPP	1,424		1,795
Net cash provided by financing activities	210,~~643~~278		5,~~089~~931
Effect of exchange rate changes on cash, cash equivalents and restricted cash	~~268~~318		(~~262~~204)
Net (decrease) increase in cash, cash equivalents and restricted cash	(2,490)		10,081
Net increase in cash, cash equivalents and restricted cash	13,574		20,713
Cash, cash equivalents and restricted cash:
Beginning of period	30,536		41,894
End of period	$	2844,~~046~~110	$	5162,~~975~~607
Cash and cash equivalents	$	2844,~~046~~110	$	5162,~~975~~607
Restricted cash included in other assets	—		—
Total cash, cash equivalents and restricted cash	$	2844,~~046~~110	$	5162,~~975~~607
Supplemental disclosures of cash activities:
Cash (received) paid for income taxes	$	(431)	$	591
Cash paid for income taxes, net of refunds received	$	258	$	1,140
Cash paid for interest	$	1538	$	—9
Non-cash investing and financing activities:
Stock-based compensation capitalized as internal-use software costs	$	~~102~~215	$	~~191~~427
Net change in unrealized gains or losses on available-for-sale debt securities	$	84(118)	$	(~~271~~29)
Change in purchases of property and equipment included in accounts payable and other accrued expenses	$	~~1,840~~(92)	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

109

Table of Contents

COUCHBASE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Description of Business

Business

Couchbase, Inc. 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. Couchbase was incorporated in the State of Delaware in 2008 and is headquartered in San Jose, California. In these notes to the unaudited condensed consolidated financial statements, the “Company,” “Couchbase” “we,” “us,” and “our” refers to Couchbase, Inc. and its subsidiaries on a consolidated basis.

Proposed Merger with Haveli Investments, L.P.

On June 20, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cascade Parent Inc. (“Parent”) and Cascade Merger Sub Inc. (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Couchbase (the “Merger”), with the Company continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the “Surviving Corporation”). Parent and Merger Sub are affiliates of Haveli Investments, L.P. (“Haveli”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Company's common stock (subject to certain exceptions) will be automatically converted into the right to receive cash in an amount equal to $24.50, without interest, net of applicable withholding taxes. Outstanding equity awards and warrants will be treated in accordance with the Merger Agreement and generally converted into cash consideration based on the Per Share Price, to the extent vested and in-the-money, subject to the terms and conditions of each award.

The Merger is subject to the approval of the Company’s stockholders at a special meeting of stockholders on September 9, 2025, regulatory clearance, and other customary closing conditions. The Merger Agreement contains customary termination rights and provides for a termination fee of $42.0 million payable by the Company under certain circumstances, or $82.5 million payable by Parent in other specified circumstances.

The Merger is expected to close by the end of calendar year 2025, subject to satisfaction of the closing conditions. Upon closing, the Company will cease to be a publicly traded company and will be delisted from the Nasdaq Global Select Market.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC") on June 20, 2025.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the ~~U.S. Securities and Exchange Commission ("~~SEC") regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended January 31, 2025.

The accompanying condensed consolidated financial statements include the accounts of Couchbase, Inc. and its wholly owned subsidiaries and reflect all normal recurring adjustments necessary to state fairly results for interim periods. Interim period results are not necessarily indicative of results for the full fiscal year, ending January 31, 2026. All intercompany balances and transactions have been eliminated in consolidation.

Table of Contents

Fiscal Year

The Company’s fiscal year ends on January 31. References to a year in these condensed consolidated financial statements relate to the fiscal year rather than to a calendar year.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts stated in the financial statements and accompanying notes. Such estimates include, but are not limited to, standalone selling prices for each distinct performance obligation, capitalized internal-use software costs, expected period of benefit for deferred commissions, valuation of stock-based awards, the determination of allowance for credit losses, the incremental borrowing rate used to measure operating lease liabilities, and accounting for income taxes. The Company bases its estimates on historical experience and assumptions that management believes to be reasonable.

The Company assesses these estimates on a regular basis; however, actual results could differ from these estimates. Estimates and assumptions about future events and their effects, including the impact of macroeconomic conditions such as inflation and foreign exchange fluctuations, cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the condensed consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company’s future financial statements could be affected.

Segment Information

The Company has a single operating and reportable segment. The Company’s chief operating decision maker ("CODM") is its Chief Executive Officer, who reviews and manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, our CODM uses net loss to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, general and administrative, and business development costs) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net income are interest expense, other income, net and the provision ~~(benefit)~~ for income taxes, which are reflected in the condensed consolidated statements of comprehensive income.

Table of Contents

Significant Accounting Policies

There have been no material changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

Concentration of Credit Risk

Financial instruments that subject the Company to credit risk primarily consist of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. The Company maintains its cash and cash equivalents, restricted cash, and short-term investments with high-quality financial institutions. Cash equivalents consist of money market funds which are invested through financial institutions in the United States. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on these deposits.

The Company is exposed to credit risk with accounts receivable in the event of nonpayment by customers. This risk is diversified due to the number of entities comprising the Company’s total accounts receivable balance, as well as their dispersion across different geographies and industries. The Company performs ongoing accounts receivable credit evaluations for certain customers and does not usually require collateral. The Company maintains an allowance for credit losses and historically bad debts have not been material.

No customer accounted for 10% or more of total revenue for the three and six months ended ~~April 30~~July 31, 2025, and 2024. One customer accounted for approximately 1417% of gross accounts receivable as of ~~April~~July 3031, 2025. No customer accounted for 10% or more of gross accounts receivable as of January 31, 2025.

Recent Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements. ASU 2023-07 expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. All disclosure requirements of ASU 2023-07 are required for all entities including entities with a single reportable segment. The Company adopted this ASU for the fiscal year ended January 31, 2025 using a retrospective method. For further information, refer to the Segment Information section above.

Table of Contents

requirements. ASU 2023-07 expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. All disclosure requirements of ASU 2023-07 are required for all entities including entities with a single reportable segment. The Company adopted this ASU for the fiscal year ended January 31, 2025 using a retrospective method. For further information, refer to the Segment Information section above.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires companies to disclose additional information about income taxes, primarily their rate reconciliation information and income taxes paid. The new guidance requires companies to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. Additionally, companies will be required to annually disclose income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is effective for the Company for the fiscal year ending January 31, 2026, and may be applied on a retrospective or prospective basis. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements.

In November 2024, the FASB issued ASU No.2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) to require public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, and may be applied on a retrospective or prospective basis. Early adoption is permitted. The Company is currently evaluating whether this standard will have a material impact on its consolidated financial statements.

12In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets under Accounting Standards Codification 606, Revenue from Contracts with Customers. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. For public business entities, ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating whether this standard will have a material impact on its consolidated financial statements.

Table of Contents

3. Cash Equivalents and Short-Term Investments

The following tables summarize the Company’s cash equivalents and short-term investments (in thousands):

	As of April 30, 2025
	As of July 31, 2025
	AmortizedCost		GrossUnrealizedGains		GrossUnrealizedLosses		EstimatedFair Value
Cash Equivalents:
Money market funds	$	1427,~~010~~024	$	—	$	—	$	1427,~~010~~024
Total cash equivalents	1427,~~010~~024		—		—		1427,~~010~~024
Short-Term Investments:
U.S. government treasury securities	8074,~~631~~368		~~198~~32		(825)		8074,~~821~~375
Corporate debt securities	2723,~~949~~746		213		(1112)		2723,~~959~~737
Commercial paper	4,999		—		—		4,999
Total short-term investments	98,114		35		(37)		98,112
Total short-term investments	113,579		219		(19)		113,779
Total	$	125,138	$	35	$	(37)	$	125,136
Total	$	127,589	$	219	$	(19)	$	127,789

	As of January 31, 2025
	AmortizedCost		GrossUnrealizedGains		GrossUnrealizedLosses		EstimatedFair Value
Cash Equivalents:
Money market funds	$	15,297	$	—	$	—	$	15,297
Total cash equivalents	15,297		—		—		15,297
Short-Term Investments:
U.S. government treasury securities	82,486		115		(29)		82,572
Corporate debt securities	29,089		42		(12)		29,119
Commercial paper	4,944		—		—		4,944
Total short-term investments	116,519		157		(41)		116,635
Total	$	131,816	$	157	$	(41)	$	131,932

During the three months ended April 30, 2025 and 2024, the Company did not reclassify any amounts to earnings from accumulated other comprehensive income (loss) related to unrealized gains or losses in other income, net in the condensed consolidated statements of operations.

As of April 30, 2025, the Company’s short-term investments consisted of $90.7 million and $23.1 million with contractual maturities due within one year and due after one year through two years, respectively. As of January 31, 2025, the Company’s short-term investments consisted of $76.8 million and $39.8 million with contractual maturities due within one year and due after one year through three years, respectively.

Table of Contents

The Company’s gross unrealized losses and fair values for short-term investments that were in an unrealized loss position as of April 30, 2025 and January 31, 2025 aggregated by investment category and the length of time that individual securities have been in a continuous loss position were as follows (in thousands):


	As of January 31, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash Equivalents:
Money market funds	$	15,297	$	—	$	—	$	15,297

Total cash equivalents	15,297		—		—		15,297
Short-Term Investments:
U.S. government treasury securities	82,486		115		(29)		82,572
Corporate debt securities	29,089		42		(12)		29,119
Commercial paper	4,944		—		—		4,944


Total short-term investments	116,519		157		(41)		116,635
Total	$	131,816	$	157	$	(41)	$	131,932

	As of April 30, 2025
	Less Than 12 Months				12 Months or Greater				Total
	Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value
Corporate debt securities	$	(11)	$	12,381	$	—	$	—	$	(11)	$	12,381
U.S. government treasury securities	(8)		5,995		—		—		(8)		5,995
Total	$	(19)	$	18,376	$	—	$	—	$	(19)	$	18,376

During the three and six months ended July 31, 2025 and 2024, the Company did not reclassify any amounts to earnings from accumulated other comprehensive income (loss) related to unrealized gains or losses in other income, net in the condensed consolidated statements of operations.

As of July 31, 2025, the Company’s short-term investments consisted of $82.2 million and $15.9 million with contractual maturities due within one year and due after one year through two years, respectively. As of January 31, 2025, the Company’s short-term investments consisted of $76.8 million and $39.8 million with contractual maturities due within one year and due after one year through three years, respectively.

The Company’s gross unrealized losses and fair values for short-term investments that were in an unrealized loss position as of July 31, 2025 and January 31, 2025 aggregated by investment category and the length of time that individual securities have been in a continuous loss position were as follows (in thousands):


	As of July 31, 2025
	Less Than 12 Months				12 Months or Greater				Total
	Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value
U.S. government treasury securities	(25)		43,351		—		—		(25)		43,351
Corporate debt securities	$	(12)	$	18,386	$	—	$	—	$	(12)	$	18,386


Total	$	(37)	$	61,737	$	—	$	—	$	(37)	$	61,737


	As of January 31, 2025
	Less Than 12 Months				12 Months or Greater				Total
	Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value
U.S. government treasury securities	$	(29)	$	22,752	$	—	$	—	$	(29)	$	22,752
Corporate debt securities	(12)		12,577		—		—		(12)		12,577


Total	$	(41)	$	35,329	$	—	$	—	$	(41)	$	35,329

As of ~~April~~July 3031, 2025, the Company had 414 short-term investments in an unrealized loss position. As of January 31, 2025, the Company had 7 short-term investments in an unrealized loss position. As of ~~April~~July 3031, 2025, the Company determined that the declines in the market value of its investment portfolio were not driven by credit related factors. During the three and six months ended ~~April~~July 3031, 2025 and ~~April~~July 3031, 2024, there were no credit or non-credit related impairment charges recorded by the Company.

4. Fair Value Measurements

The Company accounts for certain of its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability (an exit price), in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value, as follows:

Table of Contents

market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value, as follows:

Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amounts reflected on the condensed consolidated balance sheets for cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short maturities of those instruments.

Table of Contents

The following tables present the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in thousands):

	As of April 30, 2025
	As of July 31, 2025
	Level 1		Level 2		Total
Cash Equivalents:
Money market funds	$	1427,~~010~~024	$	—	$	1427,~~010~~024
Total cash equivalents	1427,~~010~~024		—		1427,~~010~~024
Short-Term Investments:
U.S. government treasury securities	—		8074,~~821~~375		8074,~~821~~375
Corporate debt securities	—		2723,~~959~~737		2723,~~959~~737
Commercial paper	—		4,999		4,999
Total short-term investments	—		98,112		98,112
Total short-term investments	—		113,779		113,779
Total	$	27,024	$	98,112	$	125,136
Total	$	14,010	$	113,779	$	127,789


	As of January 31, 2025
	Level 1		Level 2		Total
Cash Equivalents:
Money market funds	$	15,297	$	—	$	15,297

Total cash equivalents	15,297		—		15,297
Short-Term Investments:
U.S. government treasury securities	—		82,572		82,572
Corporate debt securities	—		29,119		29,119
Commercial paper	—		4,944		4,944


Total short-term investments	—		116,635		116,635
Total	$	15,297	$	116,635	$	131,932

The Company classifies its money market funds within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its U.S. government treasury securities, corporate debt securities, and commercial paper within Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded. The Company did not have any Level 3 financial assets or liabilities measured at fair value as of ~~April~~July 3031, 2025 and January 31, 2025.

Table of Contents

5. Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	As of April 30,		As of January 31,
	As of July 31,		As of January 31,
	2025		2025
Prepaid expenses	$	2,~~924~~647	$	5,657
Prepaid software	64,~~758~~498		7,493
Other current assets	2,~~090~~348		2,056
Total prepaid expenses and other current assets	$	119,~~772~~493	$	15,206

Table of Contents

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

	As of April 30,		As of January 31,
	As of July 31,		As of January 31,
	2025		2025
Computer equipment	$	3,~~891~~693	$	3,804
Furniture and fixtures	~~448~~759		489
Capitalized internal-use software	1314,~~871~~330		13,759
Leasehold improvements	16,~~903~~037		1,903
Construction in progress	~~3,971~~196		850
Construction in progress - capitalized internal-use software	1,~~153~~297		670
Total gross property and equipment	2526,~~237~~312		21,475
Accumulated depreciation and amortization	(15,~~070~~202)		(14,261)
Total property and equipment, net	$	1011,~~167~~110	$	7,214

Depreciation and amortization expense was $01.91 million and $0.4 million for the three months ended ~~April~~July 3031, 2025 and 2024, respectively, and $1.9 million and $0.8 million for the six months ended July 31, 2025 and 2024, respectively. Included in these amounts were the amortization of capitalized internal-use software development costs of $0.7 million and $0.23 million for the three months ended ~~April~~July 3031, 2025 and 2024, respectively, and $1.4 million and $0.5 million for the six months ended July 31, 2025 and 2024, respectively.

Accrued Compensation and Benefits

Accrued compensation and benefits consisted of the following (in thousands):

	As of April 30,		As of January 31,
	As of July 31,		As of January 31,
	2025		2025
Accrued bonus	$	37,~~245~~028	$	6,728
Accrued commissions	23,~~044~~530		7,976
Accrued payroll and benefits	34,~~795~~497		4,754
Employee contributions under the ESPP	~~680~~1,550		1,633
Total accrued compensation and benefits	$	916,~~764~~605	$	21,091

Table of Contents

Other Accrued Liabilities

Other accrued liabilities consisted of the following (in thousands):

	As of April 30,		As of January 31,
	As of July 31,		As of January 31,
	2025		2025
Accrued professional fees	$	15,~~869~~007	$	1,654
Third-party cloud infrastructure	1,~~166~~264		4,292
Sales and value added tax payable	~~918~~306		727
Income taxes payable	~~241~~125		177
Other	31,~~117~~393		1,593
Total other accrued liabilities	$	78,~~311~~095	$	8,443

6. Deferred Revenue and Remaining Performance Obligations

Deferred Revenue

Deferred revenue, including current and non-current balances, as of ~~April~~July 3031, 2025 and January 31, 2025 was $9589.40 million and $96.9 million, respectively. Approximately 7262% and 6758% of the total revenue recognized during the ~~three~~six months ended ~~April~~July 3031, 2025 and 2024, respectively, was from deferred revenue at the beginning of each period.

Remaining Performance Obligations

Remaining performance obligations (“RPOs”) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.

16As of July 31, 2025, the Company’s RPOs were $270.7 million. The Company expects to recognize revenue of $160.3 million of these remaining performance obligations over the next 12 months and the substantial majority of the remainder in the next 13 months to 36 months.

Table of Contents

As of April 30, 2025, the Company’s RPOs were $239.6 million. The Company expects to recognize revenue of $158.7 million of these remaining performance obligations over the next 12 months and the substantial majority of the remainder in the next 13 months to 36 months.

7. Debt

Under the Company’s loan and security agreement with MUFG Bank, Ltd, for a three-year senior secured revolving loan facility of up to $25.0 million, including a letter of credit sublimit of up to $5.0 million, and an uncommitted accordion feature that provides up to $25.0 million of additional borrowing capacity (the “Credit Facility”), as of ~~April~~July 3031, 2025, the Company did not have any debt outstanding under the Credit Facility and had outstanding letters of credit totaling $0.9 million against the letter of credit sublimit.

Under the Credit Facility, the Company is subject to a minimum consolidated adjusted EBITDA covenant, tested quarterly. The Credit Facility also contains certain customary affirmative and negative covenants as well as customary events of default, subject to certain exceptions, including restrictions on the ability of the Company and its subsidiaries to, among other things, incur debt, grant liens, make acquisitions, suffer changes in control, make investments, make certain dividends or distributions, repurchase or redeem stock, dispose of or transfer assets, and enter into transactions with affiliates, in each case, subject to customary and other agreed limitations and exceptions. The Company was in compliance with the financial covenants as of ~~April~~July 3031, 2025.

8. Leases

The Company leases facilities under non-cancelable operating leases, primarily for rent of office space. The Company's leases have various expiration dates through August 2032, some of which include options to extend the leases for up to seven years. The Company does not have any finance leases.

As of April 30, 2025, the Company had an operating lease that had not yet commenced with future minimum lease payments of $4.9 million which are not yet reflected on our consolidated balance sheet. This operating lease commenced in May 2025 with a lease term of 5 years.

The components of lease costs were as follows (in thousands):

	Three Months Ended April 30,
	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
Operating lease costs	$	~~720~~584	$	765	$	1,304	$	1,530
Variable lease costs	$	~~499~~127	$	~~157~~164	$	626	$	321
Short-term lease costs	$	~~133~~104	$	~~123~~125	$	237	$	248

Table of Contents

The following table presents supplemental cash flow information related to leases (in thousands):

	Three Months Ended April 30,
	Six Months Ended July 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Supplemental Cash Flow Information:
Operating cash outflows from operating leases	$	~~670~~1,250	$	~~843~~1,625
Cash received for tenant improvement allowance related to the One Santana Lease	$	1,011	$	—
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	423,934	$	—81

The weighted-average remaining lease term of the Company’s operating leases and the weighted-average discount rate used to measure the present value of the operating lease liabilities are as follows:

	April 30, 2025		January 31, 2025
	July 31, 2025		January 31, 2025
Weighted-average remaining lease term	5.97 years		5.2 years
Weighted-average discount rate	67.15	%	5.9	%

17As of July 31, 2025, remaining maturities of operating lease liabilities were as follows (in thousands):

Table of Contents


	Operating Leases
Remaining for Fiscal 2026*	$	(1,836)
Fiscal 2027	2,207
Fiscal 2028	2,118
Fiscal 2029	2,211
Fiscal 2030 and thereafter	6,091
Total lease payments	10,791
Less: imputed interest	(2,607)
Total	$	8,184
*Net of tenant improvement receivables related to the One Santana Lease

As of April 30, 2025, remaining maturities of operating lease liabilities were as follows (in thousands):

	Operating Leases
Remaining for Fiscal 2026*	$	(2,930)
Fiscal 2027	1,330
Fiscal 2028	1,191
Fiscal 2029	1,228
Fiscal 2030 and thereafter	4,714
Total lease payments	5,533
Less: imputed interest	(1,790)
Total	$	3,743
*Net of tenant improvement receivables related to the One Santana Lease

9. Commitments and Contingencies

Other Contractual Commitments

Other contractual commitments relate to third-party cloud infrastructure agreements and subscription arrangements.

Other than the non-cancelable operating lease described in Note 8, there were no material contractual commitments that were entered into during ~~the~~ three and six months ended ~~April 30~~July 31, 2025 that were outside the ordinary course of business.

Legal Matters

From time to time, the Company is a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Legal accruals are recorded when, and if, it is determined that a loss related to a matter is both probable and reasonably estimable. ~~The~~Other than the merger litigation discussed below, the Company is not currently a party to any legal proceedings that, in management’s opinion, if adverse outcomes would arise, would have a material effect on the Company’s financial condition, results of operations, or cash flows.

Table of Contents

injunction of the Merger, rescission or rescissory damages (if the Merger is consummated), and attorneys’ fees. The defendants believe the complaints are without merit and they deny the allegations. At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from these matters.

Indemnification Agreements

In the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which the Company agrees to indemnify customers, vendors, lessors, and other business partners with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. Additionally, the Company entered into indemnification agreements with the Company’s directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise from their services as a director or executive officer in any capacity as the Company's director, trustee, general partner, managing member, officer, employee, agent or fiduciary, or with respect to any employee benefit plans. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements, nor are we aware of any such claims that could reasonably be expected to incur material costs.

10. Stockholders’ Equity and Employee Incentive Plans

Redeemable Convertible Preferred Stock

As of ~~April~~July 3031, 2025 there were no shares of redeemable convertible preferred stock issued and outstanding.

The Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of 200,000,000 shares of undesignated preferred stock with a par value of $0.00001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors.

Table of Contents

Common Stock

The Company’s Amended and Restated Certificate of Incorporation authorized the Company to issue 1,000,000,000 shares of common stock at a par value of $0.00001 as of ~~April~~July 3031, 2025 and January 31, 2025.

Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. As of ~~April~~July 3031, 2025 and January 31, 2025, no dividends had been declared.

As of ~~April~~July 3031, 2025, the Company has reserved common stock for future issuance as follows:

			Number of Shares
Stock options outstanding			4,~~613~~048,~~167~~818
Restricted stock units issued and outstanding			54,~~486~~916,~~157~~442
Remaining shares available for issuance under the 2021 Plan			43,~~009~~986,~~014~~350
Shares available for issuance under the 2023 Inducement Plan			~~907~~856,~~355~~766
ESPP			1,870,816
Common stock warrants			105,350
Total			1615,~~991~~784,~~859~~542

Common Stock Warrants

In April 2019, the Company issued warrants in connection with a term loan agreement with a certain lender to purchase 105,350 shares of the Company’s common stock at $7.48 per share, exercisable over 10 years. As of ~~April~~July 3031, 2025, all warrants were outstanding and exercisable. Pursuant to the Merger Agreement, the Company shall use reasonable best efforts to enter into a warrant termination agreement with the applicable holders of the warrants, upon which, such warrants shall be cancelled and terminated according to the terms of the Merger Agreement.

Stock Options

The following table summarizes stock option activity under the 2008 Equity Incentive Plan (the “2008 Plan”), 2018 Equity Incentive Plan (the “2018 Plan”), 2021 Equity Incentive Plan (the “2021 Plan”) and 2023 Inducement Equity ~~Incentive Plan (the “2023 Inducement Plan”), collectively (the “Stock Plans") for the three months ended April 30, 2025 (aggregate intrinsic value in thousands):~~

	Options Outstanding			Weighted-AverageContractualTerm	AggregateIntrinsicValue
	Number ofOptions	Weighted-AverageExercisePrice
Balances as of January 31, 2025	4,835,686	$	10.69	3.87	$	40,017
Options exercised	(206,759)	$	5.89
Options cancelled	(15,760)	$	23.66
Balances as of April 30, 2025	4,613,167	$	10.86	3.71	$	37,231
Options vested and expected to vest as of April 30, 2025	4,613,167	$	10.86	3.71	$	37,231
Options vested and exercisable as of April 30, 2025	4,609,330	$	10.85	3.71	$	37,231

No stock options were granted during the three months ended April 30, 2025 and 2024. The aggregate intrinsic value of options exercised during the three months ended April 30, 2025 and 2024 was $2.0 million and $8.1 million, respectively. Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock. The total grant-date fair value of stock options vested was $0.3 million and $0.9 million during the three months ended April 30, 2025 and 2024, respectively.

The Company recognized stock-based compensation expense related to stock options of $0.6 million and $0.9 million during the three months ended April 30, 2025 and 2024, respectively.

As of April 30, 2025, there was an immaterial amount of unrecognized stock-based compensation expense related to unvested stock options.

Table of Contents

Incentive Plan (the “2023 Inducement Plan”), collectively (the “Stock Plans") for the six months ended July 31, 2025 (aggregate intrinsic value in thousands):


	Options Outstanding			Weighted- Average Contractual Term	Aggregate Intrinsic Value
	Number of Options	Weighted- Average Exercise Price
Balances as of January 31, 2025	4,835,686	$	10.69	3.87	$	40,017
Options exercised	(762,875)	$	11.61

Options cancelled	(23,993)	$	23.24
Balances as of July 31, 2025	4,048,818	$	10.44	3.43	$	56,571

Options vested and expected to vest as of July 31, 2025	4,048,818	$	10.44	3.43	$	56,571
Options vested and exercisable as of July 31, 2025	4,048,818	$	10.44	3.43	$	56,571

No stock options were granted during the three and six months ended July 31, 2025 and 2024. The aggregate intrinsic value of options exercised during the three months ended July 31, 2025 and 2024 was $5.7 million and $1.9 million, respectively, and $7.7 million and $10.0 million during the six months ended July 31, 2025 and 2024, respectively.

Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock. The total grant-date fair value of stock options vested was an immaterial amount during the three months ended July 31, 2025 and $0.8 million during the three months ended July 31, 2024, respectively, and $0.3 million and $1.7 million during the six months ended July 31, 2025 and 2024, respectively.

The Company recognized an immaterial amount of stock-based compensation expense related to stock options during the three months ended July 31, 2025 and $1.2 million during the three months ended July 31, 2024, respectively, and $0.6 million and $2.1 million during the six months ended July 31, 2025 and 2024, respectively.

As of July 31, 2025, all compensation expense related to stock options have been recognized.

Service-Based RSUs

The Company grants restricted stock units (“RSUs") to certain employees which have service-based vesting conditions. The service-based vesting condition for these awards is generally satisfied by rendering continuous service over two to four years, depending on the award, during which time the grants will vest either quarterly or after a one-year cliff with quarterly vesting thereafter.

The following table presents service-based RSU activity for the ~~three~~six months ended ~~April~~July 3031, 2025:

	RSUs Outstanding
	Number of RSUs	Weighted Average Grant Date Fair Value Per Share
Balances as of January 31, 2025	3,207,812	$	21.26
RSUs granted	2,~~504~~706,~~244~~487	$	18.2524
RSUs vested	(~~637~~1,~~150~~288,351)	$	21.0713
RSUs forfeited	(~~162~~277,~~018~~975)	$	2221.3509
Balances as of April 30, 2025	4,912,888	$	19.72
Balances as of July 31, 2025	4,347,973	$	19.44

The aggregate fair value of the RSU awards granted was $453.7 million and $472.97 million during the three months ended ~~April~~July 3031, 2025 and 2024, respectively, and $49.4 million and $50.6 million for the six months ended July 31, 2025 and 2024, respectively. The total grant-date fair value of RSUs vested was $13.48 million and $914.29 million during the three months ended ~~April~~July 3031, 2025 and 2024, respectively, and $27.2 million and $24.1 million for the six months ended July 31, 2025 and 2024, respectively.

We recognized $13.43 million ~~and $11.6 million~~ in stock-based compensation expense related to service vesting-based RSUs during the three months ended ~~April~~July 3031, 2025 and 2024, and $26.7 million and $25.0 million for the six months ended July 31, 2025 and 2024, respectively. As of ~~April~~July 3031, 2025, there was $8473.90 million of unrecognized compensation expense related to service-based RSUs expected to be recognized over a weighted-average vesting period of 21.08 years.

Table of Contents

Performance-based and Market-based Awards

Performance-based Awards

We recognized $(10.2)4 million and $1.30 million of stock-based compensation expense related to performance-based RSUs (“PSUs") during the three months ended ~~April~~July 3031, 2025 and 2024, respectively, and $(0.8) million and $2.2 million for the six months ended July 31, 2025 and 2024, respectively. Negative amounts represent expense reversals associated with forfeitures that exceeded expenses recognized during the periods presented.

NoDuring the three and six months ended July 31, 2025, no awards vested. ~~during~~During the three and six months ended ~~April~~July 3031, ~~2025~~2024, ~~and~~195,998 ~~2024~~awards vested with a total grant-date fair value of $3.2 million. As of ~~April~~July 3031, 2025, there were 467,669 awards outstanding and a total of $1.73 million of unrecognized compensation expense related to PSUs expected to be recognized over an average vesting period of 1.20 ~~years~~year.

Market-based Awards

The Company recognized aan ~~total~~immaterial amount of ~~$0.1 million and $0.3 million in~~ stock-based compensation expense related to market-based awards during the three months ended ~~April~~July 3031, 2025 and $0.1 million during the three months ended July 31, 2024, respectively, and $0.1 million and $0.4 million for the six months ended July 31, 2025 and 2024, respectively. No awards vested during the three and six months ended ~~April~~July 3031, 2025. There were 79,200 awards vested during the three months ended ~~April~~July 3031, 2024 with a total grant-date fair value of $1.2 million. As of ~~April~~July 3031, 2025, there were ~~105~~100,~~600~~800 awards outstanding and anall ~~immaterial~~share-based ~~amount of unrecognized~~ compensation expense related to market-based ~~RSUs~~awards ~~expected~~have tobeen be recognized ~~over an average vesting period of 0~~.1 ~~years.~~

Determination of Fair Value

The Company estimates the fair value of purchase rights issued to employees under the ESPP using the Black-Scholes option-pricing model, which is dependent upon several variables, such as the fair value of the Company’s common stock, the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield.

Table of Contents

The fair value of employee stock purchase rights for the offering period under the 2021 ESPP was determined on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	Three Months Ended April 30,
	Six Months Ended July 31,
	2025		2024
Employee Stock Purchase Plan:
Expected term (in years)	0.9		1.2
Expected volatility	56.7	%	60.1	%
Risk-free interest rate	4.1	%	5.0	%
Dividend yield	—		—

The Company recognized stock-based compensation expense related to the ESPP of $0.4 million for the three months ended July 31, 2025 and 2024, and $0.68 million and $1.0 million for the ~~three~~six months ended ~~April~~July 3031, 2025 and 2024, respectively. As of ~~April~~July 3031, 2025, $10.28 million of unrecognized stock-based compensation expense related to the ESPP is expected to be recognized over a weighted-average vesting period of 0.76 years.

During the ~~three~~six months ended ~~April~~July 3031, 2025, 118,609 shares of common stock were issued under the ESPP.

Stock-Based Compensation

Stock-based compensation expense, net of amounts capitalized was as follows (in thousands):

	Three Months Ended April 30,
	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
Cost of revenue - subscription	$	~~343~~385	$	~~266~~301	$	728	$	567
Cost of revenue - services	~~109~~103		~~141~~109		212		250
Research and development	4,~~415~~439		34,~~993~~214		8,854		8,207
Sales and marketing	5,~~273~~351		56,~~223~~162		10,624		11,385
General and administrative	3,~~244~~821		5,~~004~~370		7,065		10,374
Total stock-based compensation expense	$	1314,~~384~~099	$	1416,~~627~~156	$	27,483	$	30,783

Table of Contents

11. Income Taxes

Accounting for income taxes for interim periods generally requires the provision ~~(benefit)~~ for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss before income taxes, adjusted for discrete items, if any, for the reporting period. The Company updates its estimate of the annual effective tax rate each quarter and records a cumulative adjustment in such period.

The Company recorded ~~$0.9~~an ~~million~~immaterial amount of income tax expense for the three months ended ~~April~~July 3031, 2025 and an$0.6 ~~immaterial~~million ~~benefit~~ for the three months ended ~~April 30~~July 31, 2024, and $0.9 million and $0.5 million for the six months ended July 31, 2025 and 2024, respectively. The provision ~~(benefit)~~ for income taxes consists primarily of income taxes in foreign jurisdictions in which the Company conducts business. Due to historical losses in the U.S., a full valuation allowance on the Company’s domestic deferred tax assets, including net operating loss carryforwards, research and development tax credits, capitalized research and development, and other book versus tax differences was maintained. The Company has deferred tax attributes for stock-based compensation and fixed assets in the United Kingdom, and has not recorded a valuation allowance on the deferred tax attributes as of ~~April~~July 3031, 2025. The Company will continue to evaluate for any future developments.

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act ("OBBBA"). Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the United States taxation of profits derived from foreign operations. The Company is currently evaluating the impact of the OBBBA, but we do not expect it to have a material effect on our condensed consolidated financial statements.

12. Geographic Information

The following table presents disaggregation of revenue by geographic area based on the billing address of the customers (in thousands):

	Three Months Ended April 30,
	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
United States	$	3837,~~532~~596	$	34,~~682~~002	$	76,128	$	68,684
International	1719,~~991~~970		1617,~~645~~587		37,961		34,232
Total	$	5657,~~523~~566	$	51,~~327~~589	$	114,089	$	102,916

21No individual foreign country contributed 10% or more of total revenue for the three and six months ended July 31, 2025 and 2024.

~~Table~~As of ~~Contents~~July 31, 2025 and January 31, 2025, the majority of the Company’s long-lived assets were located in the United States. One foreign country accounted for 56% of the Company's right-of-use assets as of July 31, 2025.

No individual foreign country contributed 10% or more of total revenue for the three months ended April 30, 2025 and 2024.

As of April 30, 2025 and January 31, 2025, the majority of the Company’s long-lived assets, including operating lease right-of-use assets, were located in the United States.

13. Net Loss per Share

Basic net loss per share attributable to the Company’s common stockholders is computed by dividing the net loss attributable to the Company’s common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss position in each period presented.

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except ~~share and~~ per share data):

	Three Months Ended April 30,
	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
Numerator:
Net loss	$	(1723,~~679~~786)	$	(2019,~~995~~895)	$	(41,465)	$	(40,890)
Denominator:
Weighted-average shares used in computing net loss per share, basic and diluted	5354,~~645~~707		4950,~~788~~822		54,185		50,311
Net loss per share, basic and diluted	$	(0.3343)	$	(0.4239)	$	(0.77)	$	(0.81)

Table of Contents

The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive (in thousands):

	As of April 30,
	As of July 31,
	2025	2024
Stock options	4,~~613~~049	5,~~465~~278
RSUs	54,~~408~~817	54,~~886~~899
Employee stock purchase rights under the ESPP	~~126~~114	~~141~~151
Common stock warrants	105	105
Total	109,~~252~~085	1110,~~597~~433

Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis. The last day of our fiscal year is January 31. Our fiscal quarters end on April 30, July 31, October 31, and January 31. Our fiscal years ended January 31, 2024, 2025 and 2026 are referred to herein as fiscal 2024, fiscal 2025 and fiscal 2026, respectively.

Overview

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.

The demand for AI-driven applications is driving exponential growth in enterprise data, requiring faster, more flexible, cost-effective, and intelligent data platforms. Businesses face increasing pressure to process real-time AI reasoning at scale, eliminate data silos to improve large language model accuracy, capture transcripts of AI conversations for oversight and validation, minimize operational costs, boost efficiency and drive growth via agentic applications and deliver seamless useful experiences with low latency.

Traditional relational databases, originally built for structured, batch-oriented workloads, struggle to adapt to AI-driven use cases and have now reached fundamental architectural and scaling limitations. Meanwhile, first-generation NoSQL databases lack enterprise-grade consistency, real-time analytics, and built-in AI capabilities—forcing businesses to rely on complex, inefficient, and expensive multi-database architectures. This underscores the need for an inherently AI-native and unified data platform.

Couchbase bridges this gap by delivering a high-performance, AI-ready unified data platform that combines the best of relational and NoSQL databases, offering a JSON-based foundation, SQL familiarity, ACID transactions, and scalable distributed architecture. Couchbase enables enterprises to integrate AI-driven applications natively within their operational and analytical workflows with built-in capabilities such as coding assistance, vector storage and search, and, once generally available, unstructured data preparation, auto-vectorization, AI model hosting and access via the Capella Model Service and reuse, management and oversight using the agent catalog. By eliminating the need for external AI extensions and reducing data fragmentation, Couchbase helps enterprises scale real-time, AI-driven applications efficiently.

As AI-driven applications become a competitive differentiator, many enterprises are turning to Couchbase to accelerate time-to-market, reduce infrastructure complexity, improve AI prompt specificity and context, capture agentic transcripts and artifacts, and ensure seamless scalability from real-time AI inference to high-throughput operational workloads. Unlike legacy databases that struggle with AI scalability or NoSQL solutions that require external AI add-ons, Couchbase provides an AI-ready platform that balances performance, flexibility, and cost efficiency while ensuring enterprise-grade reliability.

We sell our platform through our direct sales force and our ecosystem of partners. Our platform is broadly accessible to a wide range of enterprises, as well as governments and organizations. We have customers in a range of industries, including retail and e-commerce, travel and hospitality, financial services and insurance, software and technology, gaming, media and entertainment and industrials. We focus our selling efforts on the largest global enterprises with the most complex data requirements, and we have cloud-based, fully managed offerings for enterprises looking for a turnkey version of our platform.

Table of Contents

We have achieved significant growth over our operating history. For the ~~three~~six months ended ~~April~~July 3031, 2025 and 2024, our revenue was $56114.51 million and $51102.3 9 million, respectively, representing period-over-period growth rate of 1012%. As of ~~April~~July 3031, 2025 and 2024, our annual recurring revenue (“ARR”) was $~~252~~260.15 million and $~~207~~214.70 million, respectively, representing period-over-period growth of 2122%. For the ~~three~~six months ended ~~April~~July 3031, 2025 and 2024, our net loss was $1741.75 million and $2140.09 million, respectively, as we continued to invest in the growth of our business to capture the massive opportunity that we believe is available to us.

Proposed Merger with Haveli Investments, L.P.

On June 20, 2025, we entered into the Merger Agreement with Parent and Merger Sub. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, the Merger will occur, with Couchbase as the Surviving Corporation. Parent and Merger Sub are affiliates of Haveli. See Note 1 of Notes to Condensed Consolidated Financial Statements for additional details.

Our Business Model

We generate the substantial majority of our revenue from sales of subscriptions, which accounted for 97% and 96% of our total revenue for the ~~three~~six months ended ~~April~~July 3031, 2025 and 2024, respectively. We derive a majority of our subscription revenue from the Enterprise Edition of Couchbase Server and Couchbase Mobile. Couchbase Server is generally licensed per node, which we define as an instance of Couchbase running on a server. Our subscription pricing is based on the computing power and memory per instance, as well as the chosen service level. We offer three different support levels: the Platinum level offers 24/7 support and the shortest response time of 30 minutes; the Gold level offers 24/7 support with a response time of 2 hours; and the Silver level offers 7am-5pm local time support, 5 days a week with a response time of 5 hours within business hours. These response times are for incidents of the highest severity level, which we identify as level P1. The initial response time for levels P2 and P3 incidents, which are less severe, are longer.

We also derive subscription revenue from our DBaaS offering. Our DBaaS offering, called Couchbase Capella, is sold on a consumption basis, which removes the need to license different node types separately. Couchbase Capella pricing delivers superior customer flexibility relative to other Cloud Service Providers (“CSPs”) as on-demand pricing allows customers to pay only for what they use based on hourly pricing and the credits purchased through our annual credit model expire only at the end of a 12-month period, rather than ratably throughout the year. We also provide automatic conversion to on-demand consumption when annual credits expire or are exhausted. Couchbase Capella credits can be purchased upfront to provide cost savings with volume discounts available based on credit quantity. We offer three pricing levels for Couchbase Capella, based on the support response time.

The non-cancelable ~~term~~terms of our subscription arrangements typically ranges from one to three years but may be longer or shorter in limited circumstances and is typically billed annually in advance. The timing and billing of large, multi-year contracts can create variability in revenue and deferred revenue between periods.

We also generate revenue from services, which represented 3% and 4% of our total revenue for the ~~three~~six months ended ~~April~~July 3031, 2025 and 2024, respectively. Our services revenue is derived from our professional services related to the implementation or configuration of our platform and training. We have invested in building our services organization because we believe it plays an important role in customer success, ensuring that our customers fulfill their digital transformation agendas while leveraging our platform, accelerating our customers’ realization of the full benefits of our platform and driving increased adoption of our platform.

Our go-to-market strategy is focused on organizations that are modernizing existing applications or building net new applications. As an example, for large enterprises recognized as leaders in their respective industries, this could mean attempting to solve complicated business problems by digitally transforming their operations. For mid-size companies to start ups, this could be building a new product or service that seeks to disrupt an established market. As a result, Couchbase powers a wide variety of applications across a broad array of industries, from some of the largest and most complex enterprise applications worldwide to the next generation of personalized dynamic apps. Through our highly instrumented “sell-to” go-to-market motion, we have built a direct sales organization that understands the strategic needs of enterprises as well as a marketing organization that emphasizes our enablement of digital transformation through our no-compromises approach to performance, resiliency, scalability, agility and total cost of ownership (“TCO”) savings.

We complement our “sell-to” go-to-market motion with a “buy-from” go-to-market motion, which is focused on targeting the application developer community to drive adoption of our platform. To accomplish this, we have and plan to continue to invest in Couchbase Capella. We also offer free Community Editions of some of our products, which are free trials of our Enterprise Edition of Couchbase Server and Couchbase Capella products to further accelerate application developer adoption. We believe these offerings lead to future purchases of our paid products. While our Community Edition includes the core functionality of Couchbase Server, it is not suited for mission-critical deployments, as it offers only limited functionality around the scaled performance and security that enterprises require and no direct customer support from Couchbase.

We also continuously grow and cultivate our cloud provider partner and technology provider ecosystem. A significant portion of our revenue in the three months ended April 30, 2025 and 2024 was attributable to our partner ecosystem.

Table of Contents

We also continuously grow and cultivate our cloud provider partner and technology provider ecosystem. A significant portion of our revenue in the six months ended July 31, 2025 and 2024 was attributable to our partner ecosystem.

We employ a land-and-expand model centered around our platform offerings, which have a rapid time to production and time to value for our customers, and our sales and customer success organizations, which proactively guide customers to realize strategic and transformative use cases and drive greater adoption of our platform and services. Our marketing organization is focused on building our brand reputation and awareness. Our marketing initiatives drive awareness and demand for Couchbase products, starting at the top of the sales funnel with trial experiences. As part of these efforts, we offer application developers robust educational resources including a robust and growing community to help them learn more about our platform, including access to on-demand instructional webinars.

Impact of Macroeconomic Conditions

Current macroeconomic conditions, including recessionary fears, inflation concerns, financial and credit market fluctuations, volatility in the capital markets, changes in international trade restrictions, foreign currency headwinds as well as other geopolitical developments, have impacted and may continue to impact business spending and the economy as a whole. We continue to see longer deal cycles compared to historical results along with an elevation in degree of budget scrutiny, slower than expected product migrations, lower than expected expansions, and customers electing to buy in smaller increments.

The effects of these macroeconomic conditions on our business and operations remains highly uncertain, and it is not possible for us to predict the duration and extent to which they will affect our business, future results of operations, and financial condition. See the section titled “Risk Factors” for further discussion of these challenges and risks.

Factors Affecting Our Performance

Continuing to Acquire New Customers

We grow our subscription revenue by acquiring new customers. The size of our customer base may vary from period to period for several reasons, including the length of our sales cycle, the effectiveness of our sales and marketing efforts, enterprise application development cycles and the corresponding adoption rates of modern applications that require database solutions like ours. Additionally, our revenue has and will vary as new customers purchase our products due to the fact that we recognize a portion of such subscription revenue upfront. As digital transformation continues to accelerate, we believe that Couchbase Capella will become increasingly popular as a result of its compelling pricing model, ease of operation, lower TCO, time to market and flexibility. We will continue to offer Couchbase Capella and provide flexible, highly available and differentiated economical options to capture new customers.

Continuing to Expand Within Existing Customers

A significant part of our growth has been, and we expect will continue to be, driven by expansion within our existing customer base. Growth of our revenue from our existing customers results from increases in the scale of their deployment for existing use cases, or when customers utilize our platform to address new use cases. In addition, our professional services organization helps customers deploy new use cases and optimize their existing implementations. Our revenue from our subscription offerings varies depending on the scale and performance requirements of our customers’ deployments. We are focusing on growing our subscription revenue, particularly from enterprises, while delivering professional services and training to support this growth. We have been successful in expanding our existing customers’ adoption of our platform as demonstrated by our dollar-based net retention rate of over 115% in six of the past eight quarters.

Table of Contents

Our dollar-based net retention rate for any period equals the simple arithmetic average of our quarterly dollar-based net retention rate for the four quarters ending with the most recent fiscal quarter. To calculate our dollar-based net retention rate for a given quarter, we start with the ARR (“Base ARR”) attributable to our customers (“Base Customers”) as of the end of the same quarter of the prior fiscal year. We then determine the ARR attributable to the Base Customers as of the end of the most recent quarter and divide that amount by the Base ARR.

Continuing to Invest in Growth

We expect to continue to invest in our offerings, personnel, geographic presence and infrastructure in order to drive future growth, as well as to pursue adjacent opportunities. We expend research and development resources to drive innovation in our proprietary software to constantly improve the functionality and performance of our platform and to increase the deployment models available to our customers. We anticipate continuing to increase our headcount to ensure that our product development organization drives improvements in our product offerings, our sales and marketing organization can maximize opportunities for growing our business and revenue and our general and administrative organization efficiently supports the growth of our business as well as our effective operation as a public company.

Table of Contents

Key Business Metrics

Annual Recurring Revenue

We define ARR as of a given date as the annualized recurring revenue that we would contractually receive from our customers in the month ending 12 months following such date. Based on historical experience with customers, we assume all contracts will be automatically renewed at the same levels unless we receive notification of non-renewal and are no longer in negotiations prior to the measurement date. For Capella products, ARR in a customer's initial year is calculated as the greater of: (i) initial year contract revenue as described above or (ii) annualized prior 90 days of actual consumption; and ARR for subsequent years is calculated with method (ii). ARR excludes services revenue.

ARR should be viewed independently of revenue, and does not represent our revenue under GAAP on an annualized basis, as it is an operating metric that can be impacted by contract start and end dates and renewal dates. ARR is not intended to be a replacement for forecasts of revenue. Although we seek to increase ARR as part of our strategy of targeting large enterprise customers, this metric may fluctuate from period to period based on our ability to acquire new customers, expand within our existing customers and consumption dynamics. We believe that ARR is an important indicator of the growth and performance of our business.

	As of April 30,
	As of July 31,
	2025		2024
	(in millions)
Capella ARR	$	4448.07	$	2328.9
Total ARR	$	~~252~~260.15	$	~~207~~214.70

Customers

We calculate our total number of customers, which also includes customers of Couchbase Capella, at the end of each period. Each customer account that has, or that is contractually identified by a partner in, an active subscription contract with us or with which we are negotiating a renewal contract at the end of a given period is included in the calculation of total customer count, and the Couchbase Capella customer count includes customers who have a subscription of Couchbase Capella. Beginning in fiscal 2025, customers who used our products through an on-demand arrangement are included in the calculation of total customer count. The reason for this change is to align with our revised ARR methodology. Each party with which we enter into a subscription contract is considered a unique customer and, in some cases, a single organization may be counted as more than one customer. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs and other market activity. We believe that our number of customers is an important indicator of the growth of our business and future revenue trends.

	As of April 30,
	As of July 31,
	2025	2024
Capella Customers	~~309~~326	~~236~~273
Total Customers	~~937~~952	~~807~~869

Table of Contents

Non-GAAP Financial Measures

In addition to our financial information presented in accordance with GAAP, we believe certain non-GAAP financial measures are useful to investors in evaluating our operating performance. We use certain non-GAAP financial measures, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, may be helpful to investors because they provide consistency and comparability with past financial performance and meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. Non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP and may be different from similarly-titled non-GAAP financial measures used by other companies. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

We define the non-GAAP financial measures below as their respective GAAP measures, excluding expenses related to stock-based compensation expense, employer taxes on employee stock transactions, restructuring charges, impairment of capitalized internal-use software, and business development activities, including expenses related to our proposed acquisition by Haveli. We use these non-GAAP financial measures in conjunction with GAAP measures to assess our performance, including in the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit and non-GAAP gross margin as gross profit and gross margin, respectively, excluding stock-based compensation expense and employer taxes on employee stock transactions. We use non-GAAP gross profit and non-GAAP gross margin in conjunction with GAAP financial measures to assess our performance, including in the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.

	Three Months Ended April 30,
	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
	(dollars in thousands)
Total revenue	$	5657,~~523~~566	$	51,~~327~~589	$	114,089	$	102,916
Gross profit	$	4950,~~667~~225	$	45,~~645~~126	$	99,892	$	90,771
Add: Stock-based compensation expense	~~452~~488		~~407~~410		940		817
Add: Employer taxes on employee stock transactions	2332		7028		55		98
Non-GAAP gross profit	$	50,~~142~~745	$	4645,~~122~~564	$	100,887	$	91,686
Gross margin	87.92%		8887.95%		87.6%		88.2%
Non-GAAP gross margin	88.72%		8988.93%		88.4%		89.1%

Table of Contents

Non-GAAP Operating Loss and Non-GAAP Operating Margin

We define non-GAAP operating loss and non-GAAP operating margin as loss from operations and operating margin, respectively, excluding stock-based compensation expense, employer taxes on employee stock transactions, restructuring charges and impairment of capitalized internal-use software. We use non-GAAP operating loss and non-GAAP operating margin in conjunction with GAAP measures to assess our performance, including in the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.

	Three Months Ended April 30,
	Three Months Ended July 31,						Six Months Ended July 31,
	2025			2024			2025			2024
	(dollars in thousands)
Total revenue	$	5657,~~523~~566		$	51,~~327~~589		$	114,089		$	102,916
Loss from operations	$	(1825,~~843~~404)		$	(2221,~~540~~048)		$	(44,247)		$	(43,588)
Add: Stock-based compensation expense	1314,~~384~~099			1416,~~627~~156			27,483			30,783
Add: Employer taxes on employee stock transactions	~~581~~831			~~1,216~~791			1,412			2,007
Add: Business development activities	~~697~~7,828			—			8,525			—
Non-GAAP operating loss	$	(42,~~181~~646)		$	(64,~~697~~101)		$	(6,827)		$	(10,798)
Operating margin	(3344)		%	(4441)		%	(39)		%	(42)		%
Non-GAAP operating margin	(75)		%	(138)		%	(6)		%	(10)		%

Non-GAAP Net Loss and Non-GAAP Net Loss Per Share

We define non-GAAP net loss attributable to common stockholders as net loss attributable to common stockholders, excluding stock-based compensation expense and employer taxes on employee stock transactions. We use non-GAAP net loss attributable to common stockholders and non-GAAP net loss per share attributable to common stockholders in conjunction with GAAP measures to assess our performance, including in the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.

	Three Months Ended April 30,
	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
	(in thousands, except share data)
Net loss	$	(1723,~~679~~786)	$	(2019,~~995~~895)	$	(41,465)	$	(40,890)
Add: Stock-based compensation expense	1314,~~384~~099		1416,~~627~~156		27,483		30,783
Add: Employer taxes on employee stock transactions	~~581~~831		~~1,216~~791		1,412		2,007
Add: Business development activities	~~697~~7,828		—		8,525		—
Non-GAAP net loss attributable to common stockholders	$	(31,~~017~~028)	$	(52,~~152~~948)	$	(4,045)	$	(8,100)
GAAP net loss per share attributable to common stockholders	$	(0.3343)	$	(0.4239)	$	(0.77)	$	(0.81)
Non-GAAP net loss per share attributable to common stockholders	$	(0.0602)	$	(0.1006)	$	(0.07)	$	(0.16)
Weighted average shares outstanding, basic and diluted	5354,~~645~~707		4950,~~788~~822		54,185		50,311

Table of Contents

Free Cash Flow

We define free cash flow as cash used in operating activities less additions to property and equipment, which includes capitalized internal-use software costs. We believe free cash flow is a useful indicator of liquidity that provides our management, board of directors and investors with information about our future ability to generate or use cash to enhance the strength of our balance sheet and further invest in our business and pursue potential strategic initiatives. For three and six months ended July 31, 2025, our free cash flow included $3.9 million of cash paid related to business development activities and an immaterial amount of cash paid for our unused credit facilities as described in Note 7 in the condensed consolidated financial statements.

	Three Months Ended April 30,
	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
	(in thousands)
Net cash used in operating activities	$	(63,~~783~~469)	$	1(4,~~559~~850)	$	(10,252)	$	(3,291)
Less: Additions to property and equipment	(13,~~860~~849)		(~~995~~1,067)		(5,709)		(2,062)
Free cash flow	$	(87,~~643~~318)	$	~~564~~(5,917)	$	(15,961)	$	(5,353)
Net cash provided by investing activities	$	111,~~382~~848	$	314,~~695~~582	$	13,230	$	18,277
Net cash provided by financing activities	$	27,~~643~~635	$	~~5,089~~842	$	10,278	$	5,931

Components of Results of Operations

Revenue

We derive revenue from sales of subscriptions and services. Our subscription revenue is primarily derived from: (1) term-based software licenses sold in conjunction with post-contract support (“PCS” or “Support”) and (2) a consumption-based DBaaS offering. PCS bundled with software licenses includes internet, email and phone support, bug fixes and the right to receive unspecified software updates and upgrades released when and if available during the subscription term. The software license is presented as “License.” PCS and DBaaS revenue are presented as “Support and other” in our condensed consolidated statements of operations. License revenue is recognized upon transfer when our customer has received access to our software. The PCS is recognized ratably over the term of the arrangement beginning on the date when access to the subscription is made available to the customer and represents a substantial majority of our revenue. The DBaaS revenue is recognized on a consumption basis. The non-cancelable ~~term~~terms of our subscription arrangements typically ranges from one to three years but may be longer or shorter in limited circumstances.

Our services revenue is derived from our professional services for the implementation or configuration of our platform and training. Services revenue is recognized over time based on input measures for professional services and upon delivery for training.

We expect our revenue may vary from period to period based on, among other things, the timing and size of new subscriptions, the proportion of term license contracts that commence within the period, the rate of customer renewals and expansions, the length of sales cycles and timing, delivery of professional services and training and fluctuations in customer consumption of our DBaaS offering.

Cost of Revenue

Cost of subscription revenue primarily consists of personnel-related costs associated with our customer support organization, including salaries, bonuses, benefits and stock-based compensation, expenses associated with software and subscription services dedicated for use by our customer support organization, third-party cloud infrastructure expenses, amortization of costs associated with capitalized internal-use software related to our DBaaS offering and allocated overhead. There is no cost of revenue associated with our license revenue. We expect our cost of subscription revenue to increase in absolute dollars as our subscription revenue increases and as we continue to amortize capitalized internal-use software costs related to our DBaaS offering.

Cost of services revenue primarily consists of personnel-related costs associated with our professional services and training organization, including salaries, bonuses, benefits and stock-based compensation, costs of contracted third-party partners for professional services, expenses associated with software and subscription services dedicated for use by our professional services and training organization, travel-related expenses and allocated overhead. We expect our cost of services revenue to fluctuate from period to period depending on the timing and delivery of professional services and training.

Table of Contents

Gross Profit and Gross Margin

Our gross profit and gross margin have been and will continue to be affected by various factors, including the average sales price of our subscriptions and services, the mix of subscriptions and services we sell and the associated revenue, the mix of geographies into which we sell and transaction volume growth. We expect our gross profit and gross margin to fluctuate in the near term depending on the interplay of these factors, and to the extent the revenue from our DBaaS offering increases as a percentage of total revenue, we expect our gross margin will decline over time.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing, general and administrative and restructuring expenses. Personnel-related costs are the most significant component of operating expenses and consist of salaries, bonuses, benefits, sales commissions and stock-based compensation expenses.

Research and Development

Research and development expenses consist primarily of personnel-related costs, expenses associated with software and subscription services dedicated for use by our research and development organization, depreciation and amortization of property and equipment and allocated overhead. We expect that our research and development expenses will increase in absolute dollars as we continue to invest in the features and functionalities of our platform. We expect research and development expenses to fluctuate as a percentage of revenue in the near term, but to decrease as a percentage of revenue over the long term as we achieve greater scale in our business.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel-related costs, expenses associated with software and subscription services dedicated for use by our sales and marketing organization, costs of general marketing and promotional activities, amortization of deferred commissions, fees for professional services related to sales and marketing, travel-related expenses and allocated overhead. We expect that our sales and marketing expenses will increase in absolute dollars as we continue to expand our sales and marketing efforts to attract new customers and deepen our engagement with existing customers. We expect sales and marketing expenses to fluctuate as a percentage of revenue in the near term as we continue to invest in growing the reach of our platform through our sales and marketing efforts, but to decrease as a percentage of revenue over the long term as we achieve greater scale in our business.

General and Administrative

General and administrative expenses consist primarily of personnel-related costs associated with our finance, legal, human resources and other administrative personnel. In addition, general and administrative expenses include non-personnel costs, such as fees for professional services such as external legal, accounting and other professional services, expenses associated with software and subscription services dedicated for use by our general and administrative organization, certain taxes other than income taxes and allocated overhead. We expect that our general and administrative expenses will increase in absolute dollars as we continue to invest in the growth of our business and operate as a publicly-traded company. We expect general and administrative expenses to fluctuate as a percentage of revenue in the near term, but to decrease as a percentage of revenue over the long term as we achieve greater scale in our business.

Business Development Activities

Business development activities expenses consist primarily of legal fees and ~~other~~professional service fees associated with our corporate development related strategies, including expenses related to our proposed acquisition by Haveli.

Interest Expense

Interest expense consists primarily of unused Credit Facility fees.

Other Income, Net

Other income, net consists primarily of foreign currency gains and losses related to the impact of transactions denominated in a foreign currency and interest income.

Provision ~~(benefit)~~ for Income Taxes

Provision ~~(benefit)~~ for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business. We recorded a full valuation allowance against our U.S. deferred tax assets as we have determined that it is not

Table of Contents

~~is not~~ more likely than not that the deferred tax assets will be realized. The cash tax expenses are impacted by each jurisdiction’s individual tax rates, laws on the timing of recognition of income and deductions and availability of NOLs and tax credits. Our effective tax rate could be adversely affected to the extent earnings are lower than anticipated in countries that have lower statutory rates and higher than anticipated in countries that have higher statutory rates.

Results of Operations

The following table presents our condensed consolidated statements of operations (in thousands):

	Three Months Ended April 30,
	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
Revenue:
License	$	95,~~008~~065	$	65,~~859~~242	$	14,073	$	12,101
Support and other	4550,~~835~~303		4244,~~179~~051		96,138		86,230
Total subscription revenue	5455,~~843~~368		49,~~038~~293		110,211		98,331
Services	12,~~680~~198		2,~~289~~296		3,878		4,585
Total revenue	5657,~~523~~566		51,~~327~~589		114,089		102,916
Cost of revenue:
Subscription(1)	5,~~462~~935		34,~~957~~455		11,397		8,412
Services(1)	1,~~394~~406		12,~~725~~008		2,800		3,733
Total cost of revenue	67,~~856~~341		56,~~682~~463		14,197		12,145
Gross profit	4950,~~667~~225		45,~~645~~126		99,892		90,771
Operating expenses:
Research and development(1)	18,~~490~~963		17,~~847~~370		37,453		35,217
Sales and marketing(1)	3837,~~160~~529		3736,~~755~~168		75,689		73,923
General and administrative(1)	11,~~163~~309		12,~~583~~636		22,472		25,219
Business development activities	~~697~~7,828		—		8,525		—
Total operating expenses	6875,~~510~~629		6866,~~185~~174		144,139		134,359
Loss from operations	(1825,~~843~~404)		(2221,~~540~~048)		(44,247)		(43,588)
Interest expense	(15)		—(29)		(30)		(29)
Other income, net	21,~~050~~633		1,~~531~~741		3,683		3,272
Loss before income taxes	(1623,~~808~~786)		(2119,~~009~~336)		(40,594)		(40,345)
Provision (benefit) for income taxes	871		(14)
Provision for income taxes	—		559		871		545
Net loss	$	(1723,~~679~~786)	$	(2019,~~995~~895)	$	(41,465)	$	(40,890)

(1)Includes stock-based compensation expense as follows:

	Three Months Ended April 30,
	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
	(in thousands)
Cost of revenue - subscription	$	~~343~~385	$	~~266~~301	$	728	$	567
Cost of revenue - services	~~109~~103		~~141~~109		212		250
Research and development	4,~~415~~439		34,~~993~~214		8,854		8,207
Sales and marketing	5,~~273~~351		56,~~223~~162		10,624		11,385
General and administrative	3,~~244~~821		5,~~004~~370		7,065		10,374
Total stock-based compensation expense	$	1314,~~384~~099	$	1416,~~627~~156	$	27,483	$	30,783

The following table presents our condensed consolidated statements of operations data expressed as a percentage of revenue:

Table of Contents

The following table presents our condensed consolidated statements of operations data expressed as a percentage of revenue:


	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
Revenue:
License	9	%	10	%	12	%	12	%
Support and other	87		85		84		84
Total subscription revenue	96		96		97		96
Services	4		4		3		4
Total revenue	100		100		100		100
Cost of revenue:
Subscription	10		9		10		8
Services	2		4		2		4
Total cost of revenue	13		13		12		12
Gross profit	87		87		88		88
Operating expenses:
Research and development	33		34		33		34
Sales and marketing	65		70		66		72
General and administrative	20		24		20		25
Business development activities	14		—		7		—
Total operating expenses	131		128		126		131
Loss from operations	(44)		(41)		(39)		(42)
Interest expense	*		*		*		*
Other income, net	3		3		3		3
Loss before income taxes	(41)		(37)		(36)		(39)
Provision for income taxes	*		1		1		1
Net loss	(41)	%	(39)	%	(36)	%	(40)	%

	Three Months Ended April 30,
	2025		2024
Revenue:
License	16	%	13	%
Support and other	81		82
Total subscription revenue	97		96
Services	3		4
Total revenue	100		100
Cost of revenue:
Subscription	10		8
Services	2		3
Total cost of revenue	12		11
Gross profit	88		89
Operating expenses:
Research and development	33		35
Sales and marketing	68		74
General and administrative	20		25
Business development activities	1		—
Total operating expenses	121		133
Loss from operations	(33)		(44)
Interest expense	*		—
Other income, net	4		3
Loss before income taxes	(30)		(41)
Provision (benefit) for income taxes	2		*
Net loss	(31)	%	(41)	%

* Represents less than 1%

Note: Certain figures may not sum due to rounding.

Comparison of Three and Six Months Ended ~~April~~July 3031, 2025 and 2024

Revenue

	Three Months Ended April 30,
	Three Months Ended July 31,								Six Months Ended July 31,
	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
	(dollars in thousands)								(dollars in thousands)
Revenue:
License	$	95,~~008~~065	$	65,~~859~~242	$	~~2,149~~(177)	31(3)	%	$	14,073	$	12,101	$	1,972	16	%
Support and other	4550,~~835~~303		4244,~~179~~051		36,~~656~~252		914	%	96,138		86,230		9,908		11	%
Total subscription revenue	5455,~~843~~368		49,~~038~~293		56,~~805~~075		12	%	110,211		98,331		11,880		12	%
Services	12,~~680~~198		2,~~289~~296		(~~609~~98)		(274)	%	3,878		4,585		(707)		(15)	%
Total revenue	$	5657,~~523~~566	$	51,~~327~~589	$	5,~~196~~977	1012	%	$	114,089	$	102,916	$	11,173	11	%

Subscription revenue increased by $56.81 million, or 12%, during the three months ended ~~April~~July 3031, 2025 compared to the three months ended ~~April~~July 3031, 2024. The increase in subscription revenue was primarily driven by growth in revenue from existing customers. Approximately 9996% of the increase in revenue was attributable to growth from existing customers. The remaining increase was attributable to new customers as we increased our customer base to ~~937~~952 customers as of ~~April~~July 3031, 2025, from ~~807~~869 customers as of ~~April~~July 3031, 2024.

Subscription revenue increased by $11.9 million, or 12%, during the six months ended July 31, 2025 compared to the six months ended July 31, 2024. Approximately 98% of the increase in revenue was attributable to growth from existing customers.

Services revenue decreased by $0.1 million, or 4%, during the three months ended July 31, 2025 compared to the three months ended July 31, 2024 primarily due to a decrease in delivery of professional service hours.

Table of Contents

Services revenue decreased by $0.67 million, or 2715%, during the ~~three~~six months ended ~~April~~July 3031, 2025 compared to the ~~three~~six months ended ~~April~~July 3031, 2024 primarily due to a decrease in delivery of professional service hours.

Cost of Revenue, Gross Profit and Gross Margin

	Three Months Ended April 30,
	Three Months Ended July 31,										Six Months Ended July 31,
	2025			2024			$ Change		% Change		2025			2024			$ Change		% Change
	(dollars in thousands)										(dollars in thousands)
Cost of revenue:
Subscription	$	5,~~462~~935		$	34,~~957~~455		$	1,~~505~~480	3833	%	$	11,397		$	8,412		$	2,985	35	%
Services	1,~~394~~406			12,~~725~~008			(~~331~~602)		(1930)	%	2,800			3,733			(933)		(25)	%
Total cost of revenue	$	67,~~856~~341		$	56,~~682~~463		$	~~1,174~~878	2114	%	$	14,197		$	12,145		$	2,052	17	%
Gross profit	$	4950,~~667~~225		$	45,~~645~~126						$	99,892		$	90,771
Gross margin	87.92		%	8887.95		%					87.6		%	88.2		%
Headcount (at period end)	6672			6362							72			62

Cost of subscription revenue increased by $1.5 million, or 3833%, during the three months ended ~~April~~July 3031, 2025 compared to the three months ended ~~April~~July 3031, 2024. This change was primarily due to an increase of $1.31 million related to the computing infrastructure costs associated with Couchbase Capella.

Cost of ~~services~~subscription revenue ~~decreased~~increased by an$3.0 ~~immaterial~~million, ~~amount~~or 35%, during the ~~three~~six months ended ~~April~~July 3031, 2025 compared to the ~~three~~six months ended ~~April~~July 3031, 2024. This change was primarily due to an increase of $2.5 million related to the computing infrastructure costs associated with Couchbase Capella.

~~Gross~~Cost ~~margin~~of services revenue decreased by $0.6 million, or 30%, during the three months ended ~~April~~July 3031, 2025 compared to the three months ended ~~April~~July 3031, 2024. This was primarily due to ~~changes~~a decrease in ~~the~~delivery ~~mix~~ of ~~subscription~~professional ~~and~~ service ~~revenue, including higher costs associated with the growth of our database-as-a-service offering~~hours.

Cost of services revenue decreased by $0.9 million, or 25%, during the six months ended July 31, 2025 compared to the six months ended July 31, 2024. This was primarily due to a decrease in delivery of professional service hours.

Gross margin decreased during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024 primarily due to changes in the mix of subscription and service revenue, including higher costs associated with the growth of our database-as-a-service offering.

Research and Development

	Three Months Ended April 30,
	Three Months Ended July 31,										Six Months Ended July 31,
	2025			2024			$ Change		% Change		2025			2024			$ Change		% Change
	(dollars in thousands)										(dollars in thousands)
Research and development:	$	18,~~490~~963		$	17,~~847~~370		$	~~643~~1,593	49	%	$	37,453		$	35,217		$	2,236	6	%
Percentage of revenue	33		%	3534		%					33		%	34		%
Headcount (at period end)	~~299~~319			~~294~~307							319			307

Research and development increased by $01.6 million, or 49%, during the three months ended ~~April~~July 3031, 2025 compared to the three months ended ~~April~~July 3031, 2024. This change was primarily due to an increase of $01.73 million in personnel-related costs driven by headcount growth, merit increases, and higher stock-based compensation related to our RSUs.

~~Sales~~Research and ~~Marketing~~development increased by $2.2 million, or 6%, during the six months ended July 31, 2025 compared to the six months ended July 31, 2024. This change was primarily due to an increase of $2.1 million in personnel-related costs driven by headcount growth, merit increases, and higher stock-based compensation related to our RSUs.

	Three Months Ended April 30,
	2025			2024			$ Change		% Change
	(dollars in thousands)
Sales and marketing:	$	38,160		$	37,755		$	405	1	%
Percentage of revenue	68		%	74		%
Headcount (at period end)	343			358

Sales and marketing increased by $0.4 million, or 1%, during the three months ended April 30, 2025 compared to the three months ended April 30, 2024. This increase was primarily due to an increase of $0.5 million in travel-related costs.

Table of Contents

Sales and Marketing


	Three Months Ended July 31,										Six Months Ended July 31,
	2025			2024			$ Change		% Change		2025			2024			$ Change		% Change

	(dollars in thousands)										(dollars in thousands)
Sales and marketing:	$	37,529		$	36,168		$	1,361	4	%	$	75,689		$	73,923		$	1,766	2	%
Percentage of revenue	65		%	70		%					66		%	72		%
Headcount (at period end)	347			357							347			357

Sales and marketing increased by $1.4 million, or 4%, during the three months ended July 31, 2025 compared to the three months ended July 31, 2024. This increase was primarily due to an increase of $1.0 million in personnel-related costs, driven by merit increases and an increase of $0.3 million in travel-related costs.

Sales and marketing increased by $1.8 million, or 2%, during the six months ended July 31, 2025 compared to the six months ended July 31, 2024. This increase was primarily due to an increase of $1.0 million in personnel-related costs, driven by merit increases and an increase of $0.7 million in travel-related costs.

General and Administrative

	Three Months Ended April 30,
	Three Months Ended July 31,										Six Months Ended July 31,
	2025			2024			$ Change		% Change		2025			2024			$ Change		% Change
	(dollars in thousands)										(dollars in thousands)
General and administrative:	$	11,~~163~~309		$	12,~~583~~636		$	(1,~~420~~327)	(11)	%	$	22,472		$	25,219		$	(2,747)	(11)	%
Percentage of revenue	20		%	2524		%					20		%	25		%
Headcount (at period end)	9693			8186							93			86

General and administrative ~~increased~~decreased by $1.43 million, or 11%, during the three months ended ~~April~~July 3031, 2025 compared to the three months ended ~~April~~July 3031, 2024. This decrease was primarily due to a decrease of $1.85 million in stock-based compensation largely driven by ~~forfeitures associated with~~ the departure of an executive and a $0.3 decrease in professional services, partially offset by an increase of $0.45 million in ~~professional~~personnel-related ~~services~~costs driven by headcount growth.

General and administrative decreased by $2.7 million, or 11%, during the six months ended July 31, 2025 compared to the six months ended July 31, 2024. This decrease was primarily due to a decrease of $3.3 million in stock-based compensation largely driven by forfeitures associated with the departure of an executive, partially offset by an increase of $0.4 million in personnel-related costs driven by headcount growth and merit increases.

Business Development Activities

	Three Months Ended April 30,
	Three Months Ended July 31,									Six Months Ended July 31,
	2025			2024			$ Change		% Change	2025			2024			$ Change		% Change
Business development activities:	$	697		$	—		$	697	NM
	(dollars in thousands)									(dollars in thousands)
Percentage of revenue	1		%	—		%
Business development activities:	$	7,828		$	—		$	7,828	NM	$	8,525		$	—		$	8,525	NM
NM - Not meaningful
Percentage of revenue	14		%	—		%				7		%	—		%
NM - Not meaningful

Business development activities increased by $0.7.8 million during the three and six months ended ~~April~~July 3031, 2025 compared to the three and six months ended ~~April~~July 3031, 2024. This increase was primarily driven by legal and professional service fees associated with business development activities.

Interest Expense

	Three Months Ended April 30,
	Three Months Ended July 31,								Six Months Ended July 31,
	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
	(dollars in thousands)								(dollars in thousands)
Interest expense	$	(15)	$	—(29)	$	~~(15)~~14	~~100~~(48)	%	$	(30)	$	(29)	$	(1)	3	%

The ~~change~~changes in interest expense during the three and ~~three~~six months ended ~~April~~July 3031, 2025 and 2024 ~~was~~were not material.

Other Income, Net

	Three Months Ended April 30,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Other income, net	$	2,050	$	1,531	$	519	34	%

Other income, net fluctuated by $0.5 million during the three months ended April 30, 2025 compared to the three months ended April 30, 2024 primarily due to foreign currency gains due to fluctuations in exchange rates, partially offset by a decrease in interest income.

Table of Contents

~~Provision~~Other ~~(Benefit) for~~ Income, ~~Taxes~~Net

	Three Months Ended April 30,
	Three Months Ended July 31,										Six Months Ended July 31,
	2025			2024			$ Change		% Change		2025		2024		$ Change		% Change
	(dollars in thousands)										(dollars in thousands)
Loss before income taxes	$	(16,808)		$	(21,009)		$	4,201	(20)	%
Other income, net	$	1,633		$	1,741		$	(108)	(6)	%	$	3,683	$	3,272	$	411	13	%
Provision (benefit) for income taxes	871			(14)			$	885	(6321)	%
Effective tax rate	(5.2)		%	0.1		%

~~The~~Other ~~change~~income, innet ~~provision~~fluctuated ~~(benefit)~~by ~~for~~$0.1 million ~~income~~during ~~taxes for~~ the three months ended ~~April~~July 3031, 2025 compared ~~with~~to the ~~same~~three ~~period~~months ~~last~~ended ~~year~~July ~~was~~31, 2024 primarily ~~driven~~due byto ~~the~~a ~~mix~~decrease ofin interest income, inpartially offset by foreign ~~jurisdictions~~currency gains due to fluctuations in exchange rates.

Other income, net fluctuated by $0.4 million during the six months ended July 31, 2025 compared to the six months ended July 31, 2024 primarily due to foreign currency gains due to fluctuations in exchange rates, partially offset by a decrease in interest income.

Provision for Income Taxes


	Three Months Ended July 31,										Six Months Ended July 31,
	2025			2024			$ Change		% Change		2025			2024			$ Change		% Change

	(dollars in thousands)										(dollars in thousands)
Loss before income taxes	$	(23,786)		$	(19,336)		$	(4,450)	23	%	$	(40,594)		$	(40,345)		$	(249)	1	%
Provision for income taxes	—			559			$	(559)	(100)	%	871			545			$	326	60	%
Effective tax rate	—		%	(2.9)		%					(2.1)		%	(1.4)		%

The changes in provision for income taxes for the three and six months ended July 31, 2025 compared with the same periods last year was primarily driven by the mix of income in foreign jurisdictions.

Liquidity and Capital Resources

We have financed our operations through subscription revenue from customers accessing our platform and services revenue, and in July 2021, we completed our IPO with net proceeds totaling $214.9 million. We have incurred losses and generated negative cash flows from operations for the last several years, including fiscal 2025 and 2024, and for the ~~three~~six months ended ~~April~~July 3031, 2025. As of ~~April~~July 3031, 2025, we had an accumulated deficit of $~~583~~606.08 million.

As of ~~April~~July 3031, 2025, we had $~~141~~142.82 million in cash, cash equivalents and short-term investments. We maintain our cash and cash equivalents, restricted cash and short-term investments with high-quality financial institutions. For more information, see "Concentration of Credit Risk" in Note 2 of our notes to the condensed consolidated financial statements. We believe our existing cash, cash equivalents and short-term investments, our total available borrowing capacity under the Credit Facility (as defined in footnote 7 to our condensed consolidated financial statements) with MUFG Bank, Ltd., and cash provided by sales of subscriptions to our platform and sales of our services will be sufficient to meet our projected operating requirements and cash expenditures for the next 12 months. As a result of our revenue growth plans, both domestically and internationally, we expect that losses and negative cash flows from operations may continue in the future. Our future capital requirements will depend on many factors, including our subscription revenue growth rate, subscription renewals, billing timing and frequency, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced platform features and functionality and the continued market adoption of our platform. We may in the future pursue acquisitions of businesses, technologies, assets and talent.

We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise capital with acceptable terms, or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies, our competitive position could weaken, and our business, financial condition and results of operations could be adversely affected.

We typically invoice our subscription customers annually in advance. Therefore, a substantial source of our cash is from such prepayments, which are included on our condensed consolidated balance sheets as deferred revenue. Deferred revenue consists of billed fees for our subscriptions, prior to satisfying the criteria for revenue recognition, which are subsequently recognized as revenue in accordance with our revenue recognition policy. As of ~~April~~July 3031, 2025, remaining performance obligations, including both deferred revenue and non-cancelable contracted amounts, were $~~239~~270.67 million. We expect to recognize revenue of $~~158~~160.73 million on these remaining performance obligations over the next 12 months, with the remaining balance recognized thereafter.

Cash Flows

The following table shows a summary of our cash flows:

	Three Months Ended April 30,
		2025		2024
	(in thousands)
Net cash (used in) provided by:
Operating activities		$	(6,783)	$	1,559
Investing activities		$	1,382	$	3,695
Financing activities		$	2,643	$	5,089

Table of Contents

Cash Flows

The following table shows a summary of our cash flows:


	Six Months Ended July 31,
		2025		2024

	(in thousands)
Net cash (used in) provided by:
Operating activities		$	(10,252)	$	(3,291)
Investing activities		$	13,230	$	18,277
Financing activities		$	10,278	$	5,931

Operating Activities

Cash used in operating activities for the ~~three~~six months ended ~~April~~July 3031, 2025 of $610.83 million primarily consisted of our net loss of $1741.75 million, adjusted for non-cash charges of $1939.16 million and net cash outflows of $8.24 million from changes in our operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities include ana $1110.6 million ~~decrease~~increase in ~~accrued~~deferred ~~compensation~~commissions ~~primarily~~related ~~due~~ to ~~timing~~increased ofsales ~~bonus~~during ~~and~~the ~~commissions payments~~period, a $37.39 million ~~change~~decrease in deferred ~~commissions~~revenue due to ~~lower~~timing ~~bookings relative to the fourth quarter~~ of ~~fiscal 2025~~billings, and a $14.97 million decrease in accrued ~~expenses~~compensation ~~and~~primarily ~~other liabilities~~ due to ~~the~~ timing of ~~accruals~~bonus and commissions payments., ~~These changes were partially~~ offset by a $67.12 million decrease in accounts receivable related to collections and timing of billings, and a $35.35 million decrease in prepaid expenses and other assets due to the timing of prepaid operating expenses,.

Cash ~~provided~~used byin operating activities for the ~~three~~six months ended ~~April~~July 3031, 2024 of $13.63 million primarily consisted of our net loss of $2140.09 million, adjusted for non-cash charges of $1940.32 million and net cash ~~inflows~~outflows of $3.2.6 million from changes in our operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities include a $1013.23 million decrease in accounts receivable related to ~~strong~~ collections and timing of billings ~~and~~offset by a $78.72 million increase in deferred ~~revenue~~commissions ~~due~~related to ~~timing~~increased ofsales ~~billings.~~during ~~These~~the ~~changes~~period, ~~were partially offset by~~ a $94.20 million decrease in accrued compensation primarily due to timing of bonus and commissions payments, a $3.1 ~~million increase in deferred commissions related to increased sales during the period, a $0~~.86 million decrease in lease liabilities driven by monthly rental payments for operating leases, a $01.85 million decrease in ~~accrued~~deferred ~~expenses~~revenue ~~and other liabilities~~ due to ~~the~~ timing of ~~accruals and payments~~billings, and a $01.81 million decrease in ~~accounts~~accrued ~~payable~~expenses and other liabilities due to the timing of accruals and payments.

Investing Activities

Cash provided by investing activities for the ~~three~~six months ended ~~April~~July 3031, 2025 of $113.42 million consisted of maturities of short-term investments net of purchases of $318.29 million, which was partially offset by additions to property and equipment of approximately $15.97 million.

Cash provided by investing activities for the ~~three~~six months ended ~~April~~July 3031, 2024 of $318.73 million consisted of maturities of short-term investments net of purchases of $420.73 million and additions to property and equipment of approximately $12.0 million.

Financing Activities

Cash provided by financing activities for the ~~three~~six months ended ~~April~~July 3031, 2025 of $210.63 million was primarily due to $18.29 million in proceeds from the issuance of common stock upon exercises of stock options, and $1.4 million in proceeds from the issuance of common stock under our Employee Stock Purchase Plan ("ESPP").

Cash provided by financing activities for the ~~three~~six months ended ~~April~~July 3031, 2024 of $5.19 million was primarily due to $34.31 million in proceeds from the issuance of common stock upon exercises of stock options, and $1.8 million in proceeds from the issuance of common stock under our ESPP.

Table of Contents

Contractual Obligations and Commitments

Our contractual obligations consist of purchase obligations and operating lease commitments. Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions and the approximate timing of the transaction. These obligations relate to third-party cloud infrastructure agreements and subscription arrangements. Our operating lease commitments relate primarily to our office facilities.

For further information on our commitments and contingencies, refer to Note 9 in our unaudited condensed consolidated financial statements contained within this Quarterly Report on Form 10-Q. There has been no material change in our contractual obligations and commitments other than in the ordinary course of business since our fiscal year ended January 31, 2025. For additional information regarding our contractual obligations, see our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, which was filed with the SEC on March 25, 2025.

Table of Contents

Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, vendors, lessors and other business partners with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us or from intellectual property infringement claims made by third parties. Additionally, we entered into indemnification agreements with our directors and officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, no demands have been made upon us to provide indemnification under such agreements, and there are no claims that we are aware of that could reasonably be expected to have a material effect on our financial condition, results of operations, or cash flows.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Part II, Item 7, Critical Accounting Policies and Estimates, in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Risk

Our cash, cash equivalents and short-term investments primarily consist of highly liquid investments in money market funds, U.S. government treasury securities, commercial paper, U.S. government agency securities, corporate debt securities, and asset-backed securities. As of ~~April~~July 3031, 2025, we had cash and cash equivalents of $2844.01 million and short-term investments of $~~113~~98.81 million. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income and the fair value of our investments. However, due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on our results of operations and cash flows. We therefore do not expect our results of operations or cash flows to be materially affected by a sudden change in market interest rates.

Foreign Currency Risk

The functional currency of our foreign subsidiaries is the U.S. Dollar. Accordingly, each foreign subsidiary remeasures monetary assets and liabilities at period-end exchange rates, while nonmonetary items are remeasured at historical rates. Revenue and expense items are remeasured at the exchange rates in effect on the day the transaction occurred, except for those expenses related to non-monetary assets and liabilities, which are remeasured at historical exchange rates. Remeasurement adjustments are recognized in other income (expense), net in our condensed consolidated statement of operations.

The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in foreign exchange gains (losses) related to changes in foreign currency exchange rates. In the event our foreign currency denominated assets, liabilities, revenue or expenses increase, our results of operations and cash flows may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future.

As of April 30, 2025, a hypothetical 10% change in the relative value of the U.S. Dollar to other currencies would not have a material impact on our financial condition, results of operations, or cash flows.

Table of Contents

As of July 31, 2025, a hypothetical 10% change in the relative value of the U.S. Dollar to other currencies would not have a material impact on our financial condition, results of operations, or cash flows.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on such evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the three months ended ~~April~~July 3031, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Interim Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Table of Contents

Part II Other Information

Item 1. Legal Proceedings

From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of business, as well as governmental and other regulatory investigations and proceedings. In addition, third parties, from time to time, assert claims against us in the form of letters and other communications. We are not currently a party to any legal proceedings that, if determined adversely to us, would, in our opinion, have a material and adverse effect on our business, financial condition, results of operations or cash flows. Future litigation may be necessary to defend ourselves, our partners and our customers, to determine the scope, enforceability and validity of third-party intellectual property and proprietary rights or to establish our intellectual property and proprietary rights. The results of any current or future litigation cannot be predicted with certainty and there can be no assurances that favorable outcomes will be obtained, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management attention and resources and other factors.

Merger Litigation

On August 14, 2025, two complaints were filed in the Supreme Court of the State of New York, County of New York, captioned Fitzpatrick v. Couchbase, Inc., et al., Index No. 654843/2025 and Thompson v. Couchbase, Inc., et al., Index No. 654856/2025. The complaints allege that the Proxy Statement for the Merger, filed with the SEC on Schedule 14A, is materially incomplete and assert claims for negligent misrepresentation, concealment, and negligence. The complaints name as defendants the Company and the members of its Board of Directors and seek, among other relief, an injunction of the Merger, rescission or rescissory damages (if the Merger is consummated), and attorneys’ fees. The defendants believe the complaints are without merit and they deny the allegations. At this stage, the Company cannot reasonably estimate the amount of any possible financial loss that could result from these matters.

Item 1A. Risk Factors

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our business, financial condition, results of operations or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment. The last day of our fiscal year is January 31. Our fiscal years ended January 31, 2025 and 2024 are referred to herein as fiscal 2025 and fiscal 2024, respectively.

Risks Related to the Pending Merger

The pendency of the Merger could have an adverse effect on our business and results of operations, and the failure to complete the Merger in a timely manner or at all could adversely affect our business, financial condition, results of operations and stock price.

On June 20, 2025, we entered into the Merger Agreement with Parent and Merger Sub. Completion of the Merger is subject to the satisfaction of certain terms and conditions set forth in the Merger Agreement, including (i) the adoption of the Merger Agreement by the holders of a majority of the voting power of outstanding shares of our common stock; (ii) the absence of any law or order preventing, materially restraining or materially impairing the consummation of the Merger; and (iii) certain specified regulatory clearances, including the expiration or termination of the applicable waiting period under the HSR Act. The waiting period under the HSR Act expired at 11:59 p.m., Eastern time, on August 20, 2025. There is no assurance that the remaining conditions to closing the Merger will be satisfied before the Termination Date (as defined in the Merger Agreement) or at all, or that the Merger will be completed on the proposed terms, within the expected timeframe, or at all.

The Merger may be delayed, and may ultimately not be completed, due to a number of factors, including:

•the failure to obtain the requisite affirmative vote of the adoption of the Merger Agreement by our stockholders;

•the failure to obtain remaining regulatory approvals, clearances, or conditions that are or may become applicable to the Merger before the Termination Date or at all;

•the failure of any other remaining closing condition to be satisfied on the expected timeframe or at all, including the possibility that a Company Material Adverse Effect (as defined in the Merger agreement) would permit Parent not to close the Merger; and

Table of Contents

•the failure of any other remaining closing condition to be satisfied before the Termination Date, after which time either we or Parent may be entitled to terminate the Merger Agreement.

If the Merger does not close, we may suffer other consequences that could adversely affect our business, financial condition, results of operations, and stock price, and our stockholders would be exposed to additional risks, including:

•to the extent the current market price of our stock reflects an assumption that the Merger will be completed, the market price of our common stock could decrease if the Merger is not completed;

•investor confidence in us could decline, stockholder litigation could be brought against us, relationships with existing and prospective customers, service providers, investors, lenders and other business partners may be adversely impacted, we may be unable to retain key personnel, and our operating results may be adversely impacted due to costs incurred in connection with the Merger;

•any disruptions to our business resulting from the announcement and pendency of the Merger could adversely affect our customer and partner relationships, including with respect to concerns about possible changes to our platform, products and services or policies, and current or future business relationships with us, may cause customers to refrain from purchasing our products and services, and may cause partners to seek a change to existing business relationships;

•the risks related to the diversion of attention of our management or employees, the uncertainty our employees may have about their roles upon consummation of the Merger, and the ability for us to attract and retain key talent, including senior leaders, to the same extent that we have previously been able to attract and retain employees during the pendency of the Merger; and

•the requirement that we pay Parent a termination fee under certain circumstances that give rise to the termination of the Merger Agreement.

There can be no assurance that our business, relationships with other parties, liquidity or our financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Merger, if the Merger is not consummated. Even if successfully completed, there are certain risks to our stockholders from the Merger, including:

•we may experience a departure of employees, prior to the closing of the Merger;

•the amount of cash to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections related to, our common stock;

•receipt of the all-cash per share merger consideration under the Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; and

•if the Merger is completed, our stockholders will forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent company.

While the Merger is pending, we are subject to business uncertainties and contractual restrictions that could harm our business relationships, financial condition, results of operations, and business.

During the period prior to the closing of the Merger and pursuant to the terms of the Merger Agreement, our business is exposed to certain inherent risks and contractual restrictions that could harm our business relationships, financial condition, results of operations, and business, including:

•potential uncertainty in the marketplace, which could lead current and prospective customers to purchase products and services from other providers or delay purchasing from us;

•difficulties maintaining existing and/or establishing business relationships, including business relationships with successful customers and partners;

•the possibility of disruption to our business and operations resulting from the announcement and pendency of the Merger, including diversion of management attention and resources;

•the inability to attract and retain key personnel and recruit prospective employees, and the possibility that our current employees could be distracted, and their productivity decline as a result, due to uncertainty regarding the Merger;

•the inability to pursue alternative business opportunities or make changes to our business pending the completion of the Merger, and other restrictions on our ability to conduct our business;

Table of Contents

•our inability to freely issue securities, incur certain indebtedness, declare or authorize any dividend or distribution, or make certain material capital expenditures without Parent’s approval;

•our inability to solicit other acquisition proposals during the pendency of the Merger under the terms of the Merger Agreement;

•the amount of the costs, fees, expenses, and charges related to the Merger Agreement and the Merger, including but not limited to the cost of professional services, insurance, and any legal proceeding that may be instituted against us, which may materially and adversely affect our financial condition; and

•other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the Merger.

If any of these effects were to occur, it could adversely impact our business, cash flow, results of operations or financial condition, as well as the market price of our common stock and our perceived value, regardless of whether the Merger is completed.

Litigation in connection with the Merger could be costly, prevent consummation of the Merger, divert management’s attention, and otherwise harm our business.

As disclosed elsewhere in this report, two complaints were filed in the Supreme Court of the State of New York, County of New York, regarding disclosures related to the Merger. Regardless of the outcome of these litigation matters related to the Merger, such matters may be time-consuming and expensive and may distract our management from running the day-to-day operations of our business, which may adversely affect our business, results of operations, prospects, and financial condition. The outcome of any litigation is uncertain and any such lawsuits could prevent or delay the completion of the Merger and result in significant costs. If the Merger is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Merger. Any litigation related to the Merger may result in negative publicity or an unfavorable impression of us, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our relationships with our customers, suppliers, and other business partners, or otherwise harm our operations and financial performance.

Risks Related to Our Industry and Business

We have a history of net losses and may not achieve or maintain profitability in the future.

We have incurred net losses since our inception, and we expect to continue to incur net losses in the future. We incurred net losses of $74.7 million, $80.2 million, $1741.7 5 million, and $2140.0 9 million for fiscal 2025, fiscal 2024 and the ~~three~~six months ended ~~April~~July 3031, 2025 and 2024, respectively. As of ~~April~~July 3031, 2025, we had an accumulated deficit of $~~583~~606.08 million. We intend to continue investing significant resources to further develop our platform, and expand our sales, marketing, operations and infrastructure, both domestically and internationally. Any failure to increase our revenue sufficiently at a rate that exceeds the rate of increase in our investments and other expenses could prevent us from achieving or maintaining profitability.

We may not continue to grow on pace with historical rates.

Our historical revenue, revenue growth, key business metrics or key business metrics growth should not be considered indicative of our future performance. Our revenue was $209.5 million, $180.0 million, $56114.51 million and $51102.3 9 million for fiscal 2025, fiscal 2024 and the ~~three~~six months ended ~~April~~July 3031, 2025 and 2024, respectively. Our revenue growth rate has fluctuated in prior periods, and we expect our revenue growth rate to continue to fluctuate. Our revenue growth rate may be impacted by a number of factors, including slowing adoption of or demand for our products and services, increasing competition, decreasing growth of our overall market, changes to technology or our failure to capitalize on growth opportunities, among others.

3941

Table of Contents

If we fail to manage our growth effectively, our brand, business, financial condition and results of operations could be adversely affected.

We experienced strong growth in our employee headcount, geographic reach and operations, and we expect to continue to grow in the future. Managing our growth effectively and integrating new employees, technologies and acquisitions into our existing business will require us to continue expanding our operational and financial infrastructure while maintaining the beneficial aspects of our culture. Continued growth could challenge our ability to develop and improve our operational, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel, maintain customer satisfaction and manage our costs and operating expenses. Further, as our customers adopt our products and services for an increasing number of use cases, we have had to support more complex commercial relationships. We must continue to improve and expand our information technology (“IT”), and financial infrastructure, operating and administrative systems and relationships with various partners and other third parties. In addition, we operate globally and have established numerous international subsidiaries. Plans to continue doing so will place additional demands on our resources and operations. If we do not manage the growth of our business and operations effectively, the quality of our products and services and the efficiency of our operations could suffer. This could impair our ability to attract new customers, retain existing customers and expand their use of our products and services, any of which could adversely affect our brand, business, financial condition and results of operations.

We face intense competition and if we are unable to compete effectively, our business, financial condition and results of operations would be adversely affected.

The database software market in which we operate is competitive and characterized by rapid changes in technology, customer requirements and industry standards and frequent introductions of new products and services. Many established businesses aggressively compete against us and have offerings with functionalities similar to those of our products and services. These competing offerings may also be complementary with ours and customers often deploy our platform alongside a competitor’s product.

We primarily compete with established legacy database providers, such as Oracle, IBM and Microsoft, providers of NoSQL database offerings, such as MongoDB, and cloud infrastructure providers with database functionalities, such as Amazon, Microsoft and Google. In the future, other large software and internet companies with substantial resources, customers and brand power may also seek to enter our market. We would expect competition to increase with the entry of new companies and the introduction of innovative technologies.

Many of our existing and potential competitors have or could have, substantial competitive advantages, including but not limited to:

•greater name recognition and longer operating histories;

•broader distribution and established relationships with partners, customers and application developer communities;

•greater financial resources for sales and marketing, acquisitions and entering into strategic partnerships;

•competitive pricing and greater professional services and customer support resources;

•lower labor, research and development costs; and

•more mature intellectual property rights portfolios.

If we fail to compete effectively with respect to any of these competitive advantages, we may weaken our competitive position, fail to attract new customers or lose or fail to renew existing customers, which could adversely affect our business, financial condition and results of operations.

We expect competition to increase with the entry of new companies and the introduction of innovative technologies. Potential customers may believe that substitute technologies or ancillary solutions that address narrower segments overall are adequate for their needs. Further, we have made portions of our source code available on an open source and source available basis and face risks if others compete effectively using our code. Additionally, some of our current or potential competitors have made or could make acquisitions of businesses or establish cooperative relationships, among themselves or with others, that may allow them to offer more directly competitive and comprehensive offerings than were previously offered and adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their offerings, including those that may incorporate AI, more quickly than we do. If we are unable to anticipate or effectively react to competitive challenges, our business, financial condition and results of operations could be adversely affected.

4042

Table of Contents

We may fail to cost-effectively acquire new customers or obtain renewals, upgrades or expansions from our existing customers, which would adversely affect our business, financial condition and results of operations.

Attracting and retaining sales and marketing personnel, developing partner relationships and raising awareness of our platform, including leveraging Community Edition and free trials, are critical for customer acquisition, and failure to cost-effectively acquire new customers could negatively impact our growth.

Our success depends, in part, on retaining existing customers through subscription renewals and expanding relationships, including broadening customers' use cases within our products and adopting additional Couchbase products and services. The non-cancelable ~~term~~terms of our subscriptions are typically one to three years but may be longer or shorter in limited circumstances, and renewals or upgrades are not guaranteed. In addition, renewals might not have a similar contract period or differ in price, terms or capacity, or customers may decide to otherwise downgrade their subscriptions. For example, the impact of the macroeconomic environment has caused, and may in the future continue to cause, certain customers to request concessions including extended payment terms or better pricing, increased customer churn, a lengthening of our sales cycles with prospective customers, a delay of planned projects or expansions and reduced contract values with certain prospective and existing customers. Retention may fluctuate due to factors including our customers’ satisfaction with our products and services, our licensing models, the prices, features or perceived value of competing offerings, changes to our offerings or general economic conditions, among other things.

Additionally, our success depends, in part, on our determination of which product features to include in the free versus paid versions of our products including the timing of when to incorporate Enterprise Edition features into our Community Edition products. Any failure on our part to determine the correct balance and timing may adversely affect our business. Existing or potential customers may determine that the functionality of our free versions is sufficient for their needs and as a result may not convert from the use of our free trials to a paid product or downgrade from our paid products. Further, users of our Enterprise Edition of Couchbase Server and Couchbase Mobile products may violate our license terms by using our product without paying for a required subscription or by exceeding their subscription entitlements, and we may not always be able to determine when this occurs or enforce our license terms.

In addition, expanding our customer base in new industry verticals depends on effective organization, focus and training of our sales and marketing personnel, efficient pricing and product strategies and educating the enterprise architects and application developers in such industries about the benefits and features of our products and services. Inadequate returns on sales and marketing efforts and investments may harm our business.

The market for our products and services is highly competitive and evolving, and our future success depends on the growth and expansion of this market.

It is uncertain whether the market for our products and services will continue to grow, how rapidly it will grow, or whether our products and services will be more widely adopted. Our success will depend, in part, on market acceptance and the widespread adoption of our products and services as an alternative to legacy or other offerings and the selection of our products and services over competing offerings that may have similar functionality. Technologies related to database offerings are still evolving and we cannot predict market acceptance of our products and services or the development of other competing offerings based on entirely new technologies. For example, we derive a substantial majority of our revenue from subscriptions for, and services related to Enterprise Edition of Couchbase Server and Couchbase Mobile. Demand for our platform is affected by a number of factors, many of which are beyond our control, including continued market acceptance by existing customers and potential customers, the ability to expand the product for different use cases, the timing of development and releases of new offerings by our competitors, technological change and the growth or contraction in the market in which we compete. It is possible that customer adoption of our new products, such as Couchbase Capella, may replace a portion of customer spend on our existing products. If the market for database solutions, and for NoSQL database solutions in particular, does not continue to grow as expected, or if we are unable to continue to efficiently and effectively respond to the rapidly evolving trends and meet the demands of our customers, achieve more widespread market awareness and adoption of our products and services or otherwise manage the risks associated with the introduction of new products and services, our competitive position would weaken and our business, financial condition, results of operations and prospects would be adversely affected.

4143

Table of Contents

If we fail to innovate in response to changing customer needs, new technologies or other market requirements, our business, financial condition and results of operations could be harmed.

Our ability to attract new customers and expand our relationship with our existing customers depends, in part, on our ability to continue to enhance and improve our products and services, introduce compelling new features, address additional use cases, and develop features that reflect the constantly evolving nature of technology, regulations, and our customers’ needs. The success of any new or enhanced product or service features depends on several factors, including our anticipation of market changes and market demand, timely completion and delivery, adequate quality testing, integration with existing technologies and applications and competitive pricing. If our investments in new products and services, including Couchbase Capella, are not successful, our business, financial condition and results of operations would be adversely affected.

In addition, because our products and services are designed to operate with a variety of systems, applications, data and devices, we will need to continuously modify and enhance our products and services to keep pace with changes in such systems. We may not be successful in developing these modifications and enhancements. The addition of new features and solutions to our products and services may increase our research and development expenses, compliance, personnel. security, infrastructure and other expenses. We have adopted new features and may introduce others in the future, which may not be introduced in a timely or cost-effective manner or may not achieve the market acceptance necessary to generate sufficient revenue to justify the related research and development and other related expenses. It is difficult to predict customer adoption of new features. Such uncertainty limits our ability to forecast our future results of operations and subjects us to a number of challenges, including our ability to plan for and model future growth. If we are unable to manage the risks associated with the development of new products and features, our business would be adversely affected. If new technologies emerge that enable others to deliver competitive products and services at lower prices, more efficiently, more conveniently or more securely, such technologies could adversely impact our ability to compete effectively.

Generally, our professional services and training revenues have grown as our subscription revenue has grown. We believe our investment in services facilitates the adoption of our products. However, Couchbase Capella contains a service component and Couchbase Capella customers may not require standalone services at the same rate as for our Enterprise Edition of Couchbase Server and Couchbase Mobile offerings. As a result, as customers migrate to Couchbase Capella, it is not clear if revenue from our services business will continue to grow at rates consistent with prior periods. Further, professional services and training may be seen as ancillary to our core product offerings. To the extent customers reduce spending due to macroeconomic conditions, customers may opt out of services, which may harm our results of operations.

We have a limited operating history, which makes it difficult to predict our future results of operations.

We were formed in 2011 with the merger of Membase, Inc. and CouchOne, Inc. Since our formation, we have frequently expanded our product features and services and evolved our pricing methodologies. Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter. These risks and challenges include, among other things, our ability to manage our costs, accurately forecast revenue, gain new customers, retain or expand existing customers, introduce successful products, services and features and compete effectively.

If we fail to address the risks and challenges that we face, including those above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, results of operations, key business metrics and prospects could be adversely affected. Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.

Our future results of operations and key business metrics fluctuate significantly, and if we fail to meet the expectations of analysts or investors, the market price of our common stock and the value of your investment could decline substantially.

Our results of operations and key business metrics fluctuate from period to period as a result of a number of factors, many of which are outside of our control and difficult to predict, including:

•market acceptance and demand for our products and services, including new products and services;

4244

Table of Contents

•the quality and level of our execution of our business strategy and operating plan;

•the effectiveness of our sales and marketing programs;

•the length of our sales cycle, including the timing of renewals;

•our ability to attract new customers, particularly large enterprises;

•our ability to retain customers and expand their adoption of our products and services, particularly our largest customers;

•our ability to successfully expand internationally and penetrate key markets;

•a failure to maintain the level of service uptime and performance required by our customers with certain of our products;

•technological changes and the timing and success of new or enhanced product features by us or our competitors or any other change in the competitive landscape of our market;

•our product mix and the revenue recognition related to such products;

•changes in the average contract term or the timing of revenue recognition, any of which may impact implied growth rates;

•changes to our packaging and licensing models, which may impact the timing and amount of revenue recognized;

•increases in and the timing of operating expenses that we may incur to grow our operations and to remain competitive;

•pricing pressure as a result of competition or otherwise;

•seasonal buying patterns;

•the implementation of cost-saving activities, extra layers of scrutiny and approval, and customers electing to buy in smaller increments as a result of macroeconomic conditions;

•the impact and costs related to the acquisition and integration of businesses, talent, technologies or intellectual property rights;

•an inability to enforce our licenses associated with our products;

•our ability to successfully hire and retain employees and key members of our management team;

•changes in the legislative, litigation or regulatory environment; and

•general economic conditions in either domestic or international markets, including geopolitical uncertainty and instability, as well as the effects of foreign exchange fluctuations.

Any one or more of the factors above may result in significant fluctuations in our results of operations. We also intend to continue to invest significantly to grow our business in the near future. In addition, we generally experience seasonality based on when we enter into agreements with customers, and our quarterly results of operations generally fluctuate from quarter to quarter depending on customer buying habits. This seasonality is reflected to a lesser extent, and sometimes is not immediately apparent, in revenue, due to the fact that a substantial portion of our subscription revenue is recognized ratably over the term of the subscription, which typically ranges from one to three years. We expect that seasonality will continue to affect our results of operations in the future. The variability of our results of operations or other operating estimates could result in our failure to meet our expectations or those of securities analysts or investors; if so, the market price of our common stock could decline, and we could face costly lawsuits, including securities class action suits.

We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in full in our results of operations.

Subscription revenue accounts for a significant portion of our revenue, comprising 97% and 96% of total revenue for the ~~three~~six months ended ~~April~~July 3031, 2025 and 2024, respectively.

Sales of new or renewal subscriptions may fluctuate as a result of a number of factors, including customers satisfaction, pricing, the prices of competitors’ products and reductions in our customers’ spending levels or fluctuations in

4345

Table of Contents

customer usage of consumption-based offerings. If sales decline or if consumption-based customers consume Couchbase Capella at a slower rate than expected, our total revenue and revenue growth rate may decline.

Under most of our contracts, we recognize a portion of subscription revenue upon transfer of the software license to the customer and the larger remainder of the transaction price ratably over the term of the arrangement. See Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information. As we significantly rely on subscription revenue, a significant portion of the revenue that we report in each period will be derived from the recognition of deferred revenue relating to agreements entered into in prior periods. Consequently, a decline in new sales or renewals in any one period and any downturn in sales, demand or market acceptance for our products may not be immediately reflected in our results of operations for such period but in future periods. Our subscription-based products also make it difficult to rapidly increase our revenue through additional sales in any period, as a significant portion of such revenue from customers will be recognized over the term of the applicable agreement.

Further, we intend to increase our investment in research and development, sales and marketing and general and administrative functions and other areas to grow our business. These costs are generally expensed as incurred, in contrast to our revenue. Accordingly, we may recognize the costs associated with such increased investments earlier than some of the anticipated benefits and the return on these investments may be lower, or may develop more slowly, than we expect, which could adversely affect our financial condition and results of operations.

We depend on our sales force, and we may fail to attract, retain, motivate or train our sales force, which could adversely affect our business, financial condition and results of operations.

Our sales force obtains new customers and drives additional sales to existing customers. Our hiring, training and retention efforts have been, and may further be, hindered as a result of the intense competition for talent. New hires require significant training and may take significant time before they achieve full productivity, and our remote and online onboarding and training processes may be less effective or efficient than in-person training and take longer. Further, hiring sales personnel in new countries requires additional set up and upfront costs that we may not recover if the sales personnel fail to achieve full productivity. If we are unable to attract, retain, motivate and train sufficient numbers of effective sales personnel, our sales personnel do not reach significant levels of productivity in a timely manner or our sales personnel are not successful in bringing potential customers into the pipeline, converting them into new customers or increasing sales to our existing customer base, our business, financial condition and results of operations would be adversely affected.

Our sales strategy to target larger enterprises involves risks that may not be present or that are present to a lesser extent with respect to smaller enterprises, such as long and unpredictable sales cycles and sales efforts that require considerable time and expense, particularly in the current macroeconomic environment.

Sales to large customers involve risks that may not be present or that are present to a lesser extent with sales to smaller customers, such as longer and unpredictable sales cycles, more complex customer requirements and processes, substantial upfront sales costs and less predictability in completing some of our sales. These risks may be enhanced in the current macroeconomic environment. A number of factors influence the length and variability of our sales cycles, including the need to educate potential customers about the uses and benefits of our products and services, the discretionary nature of purchasing and budget cycles and the competitive nature of evaluation and purchasing approval processes and the size of the customer. For example, large customers often require proof of concept deployments, free trials or begin to deploy our products on a limited basis but nevertheless negotiate pricing discounts, which all increase our upfront investment in the sales effort with no guarantee that sales to these customers will justify our substantial upfront investment. Large customer sales have, in some cases, occurred in periods subsequent to those we anticipated, or have not occurred at all, the result of which could affect our cash flows and results of operations for that fiscal period and for future periods.

If we are not able to maintain and enhance our brand, especially among enterprise architects, application developers and other key functions that support them, our business and results of operations may be adversely affected.

We believe that maintaining and enhancing our brand and our reputation as a leader in the market for database solutions is critical to our relationship with our existing customers and partners and our ability to attract new customers and partners. The successful promotion of our brand will depend on a number of factors, including our marketing efforts, our ability to foster awareness among enterprise architects, application developers and other key functions that support them, our ability to continue to develop high-quality products and services, our ability to successfully differentiate our products and services from those of our competitors, our ability to maintain the reputation of our products and services for data security and our ability to obtain, maintain, protect, defend and enforce our intellectual property and proprietary rights. Our brand promotion activities may not be successful or yield increased revenue. In addition, independent industry analysts ~~often provide reports of our products and services, as well as the offerings of our competitors, and perception of our~~

4446

Table of Contents

often provide reports of our products and services, as well as the offerings of our competitors, and perception of our products and services in the marketplace may be significantly influenced by these reports. Negative reports, or reports that are less positive as compared to those of our competitors, may adversely affect our reputation and brand. Additionally, the performance of our partners may affect our reputation and brand if customers do not have a positive experience with our partners.

Our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks and our competitors may adopt trade names or trademarks similar to ours leading to market confusion. If we are otherwise unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. The maintenance and promotion of our brand requires us to make substantial expenditures, yet may not generate customer awareness or yield increased revenue, and even if they do, any increase in revenue from such brand promotion initiatives may not offset the increased expenses we incur. If so, we may have reduced pricing power relative to our competitors, which could materially and adversely affect our business, financial condition and results of operations.

Real or perceived errors, failures or bugs in our products or interruptions or performance problems associated with our technology and infrastructure could adversely affect our growth prospects, business, financial condition and results of operations.

Our products are complex, and therefore, undetected errors, failures or bugs have occurred in the past and may occur in the future. Our products are used in IT environments with different operating systems, system management software, applications, devices, databases, servers, storage, middleware, custom and third-party applications and equipment and networking configurations. This diversity increases the likelihood of errors or failures in the IT environments into which our products are deployed. Additionally, we rely upon third-party cloud hosting infrastructure providers to host our cloud offering. Despite testing by us, real or perceived errors, failures or bugs in our customer solutions, software or technology or the technology or software we license from third parties, including open source software, may not be found until our customers use our products. This could result in negative publicity, security related incidents such as data breaches, data loss, unavailability or corruption, loss of or delay in market acceptance of our products, harm to our brand, weakening of our competitive position or complaints or claims by customers for losses sustained by them or our failure to meet the stated service level commitments in our customer agreements. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend significant additional resources in order to help correct the problem. Any errors, failures or bugs in our products could impair our ability to attract new customers, retain existing customers or expand their use of our products, any of which could adversely affect our business, financial condition and results of operations.

For certain of our products, our success depends, in part, on the ability of our existing customers and potential customers to access such products at any time and within an acceptable amount of time. We may experience service disruptions, outages, capacity constraints and other performance problems due to a variety of factors, including infrastructure changes or failures, human or software errors, malicious acts, terrorism, denial of service attacks or other security related incidents or capacity constraints. In some instances, we may not be able to identify or remedy the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times and as our products and customer implementations become more complex. If our products are unavailable or if our customers are unable to access our products within a reasonable amount of time or at all, or if other performance problems occur, we may experience a loss of customers, lost or delayed market acceptance of our platform and services, delays in payment to us by customers, injury to our reputation and brand, legal claims against us and the diversion of our resources. The foregoing risks associated with any outage or service disruptions are magnified by the fact that our platform is typically used by our customers to support mission-critical applications. In addition, to the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition and results of operations could be adversely affected.

Some of our customer contracts contain service level commitments, which contain specifications regarding response times for support, performance of our products and availability of our services. Any failure of or disruption to our infrastructure could impact the performance of our products and the availability of services to customers. If we are unable to meet our stated service level commitments or if we suffer extended periods of poor performance or unavailability of our products or services, we may be contractually obligated to provide affected customers with service credits or potentially face contract termination with refunds of prepaid amounts related to unused subscriptions. If we suffer performance issues or downtime that exceeds the service level commitments under our contracts with our customers, our business, financial condition and results of operations could be adversely affected.

4547

Table of Contents

Our ability to maintain and increase sales with our existing customers depends, in part, on the quality of our customer support, and our failure to offer high-quality support would harm our reputation and adversely affect our business and results of operations.

Our ability to provide effective support is vital to our business as our products are often utilized by our customers for mission-critical applications and are often integrated with and dependent on other core technologies, which factors also increase the complexity and challenge of providing support. If we do not succeed in helping our customers quickly resolve issues or provide effective ongoing education related to our products, our reputation could be harmed, and our existing customers may not renew or expand their use of our products. To the extent that we are unsuccessful in hiring, training and retaining adequate customer support personnel, our ability to provide adequate and timely support to our customers and our customers’ satisfaction with our products, would be adversely affected. Our failure to provide and maintain high-quality customer support would harm our reputation and brand and adversely affect our business, financial condition and results of operations.

Our international operations and planned continued international expansion subject us to additional costs and risks, which could adversely affect our business, financial condition and results of operations.

Our continued success and our growth strategy depend, in part, on our planned continued international expansion. We are continuing to adapt to and develop strategies to address international markets, but such efforts may not be successful and are subject to a number of risks, including, without limitation:

•greater difficulty in enforcing contracts and managing collections in countries where our recourse may be more limited, as well as longer collection periods;

•higher costs of doing business internationally, including costs incurred in establishing and maintaining office space and equipment for our international operations;

•differing labor regulations, especially in the European Union (“EU”) where labor laws may be and often are more favorable to employees;

•challenges inherent to efficiently recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture and employee programs across all of our offices;

•fluctuations in exchange rates between the U.S. Dollar and foreign currencies in markets where we do business;

•management communication and integration problems resulting from language and cultural differences and geographic dispersion;

•costs associated with language localization of our products and services;

•risks associated with trade restrictions and foreign legal requirements, including any importation, certification and localization of our products and services that may be required in foreign countries;

•greater risk of unexpected changes in regulatory requirements, increased costs due to changes in tariffs and tax laws, trade laws, export quotas, customs duties, treaties and other trade restrictions;

•costs of compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations, including, but not limited to laws and regulations governing our corporate governance, product licenses, privacy, data protection and security regulations, particularly in the EU;

•compliance with anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. Travel Act and the United Kingdom Bribery Act 2010, violations of which could lead to significant fines, penalties and collateral consequences for us;

•risks relating to the implementation of exchange controls, including restrictions promulgated by the Office of Foreign Assets Control (“OFAC”) and other similar trade protection regulations and measures;

•heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact our financial condition and result in restatements of, or irregularities in, financial statements;

•the uncertainty of protection for intellectual property rights in some countries, particularly, those countries where we operate through a professional employer organization and do not have a direct contractual relationship with our service providers in such countries;

4648

Table of Contents

•exposure to regional or global public health issues and restrictions on travel or other measures undertaken by governments in response;

•general economic and political conditions in these foreign markets, including inflation and interest rate concerns, political and economic instability in some countries, such as the ongoing conflicts in Ukraine and the Middle East, and any related political or economic response and counter responses or otherwise by various global actors or general effect on the global economy;

•foreign exchange controls or tax regulations that might prevent us from repatriating cash earned outside the U.S.; and

•double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the U.S. or the foreign jurisdictions in which we operate.

If we are unable to address these or other problems encountered in connection with our international operations and expansion, our operations may be negatively impacted. Some of our business partners also have international operations and are subject to the risks described above. These and other factors could harm our ability to generate revenue outside of the U.S. and, consequently, adversely affect our business.

In addition, compliance with evolving foreign regulations may increase operational costs. Failure to comply with these laws and regulations could have adverse effects on our business. In many foreign countries it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S. regulations applicable to us. Although we have implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of our employees, contractors, partners and third-party service providers will comply with these laws and policies. Violations of laws or key control policies by our employees, contractors, partners or third-party service providers could result in delays in revenue recognition, financial reporting misstatements, fines, penalties or the prohibition of the importation or exportation of our products and services and could have an adverse effect on our business, financial condition and results of operations.

We track certain key business metrics with internal systems and tools and do not independently verify such metrics. Certain of these metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.

We track certain metrics, including ARR, dollar-based net retention rate and number of customers, with internal systems and tools that are not independently verified by any third party, and which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies or the assumptions on which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose. In addition, our ARR and dollar-based net retention rate calculations assume our customers will renew unless we receive notification of non-renewal and are no longer in negotiations prior to a measurement date, and will not increase or reduce, their subscriptions for our platform and services. If these assumptions are incorrect, our actual ARR and dollar-based net retention rate may differ significantly from the metrics presented in this Quarterly Report on Form 10-Q. If the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring these metrics. Limitations or errors with respect to the data or how we measure data may affect our understanding of certain details of our business, which could affect our long-term strategies. If our key business metrics are not accurate representations of our business, if investors do not perceive our key business metrics to be accurate or if we discover material inaccuracies with respect to these figures, we expect that our business, reputation, financial condition and results of operations would be adversely affected.

We depend on our management team and other highly skilled personnel, and we may fail to attract, retain, motivate or integrate highly skilled personnel, which could adversely affect our business, financial condition and results of operations.

We depend on the continued contributions of our management team, key employees and other highly skilled personnel. Most of our management team and key employees are at-will employees, which means they may terminate their relationship with us at any time. We are also substantially dependent on the continued service of our existing engineering personnel because of the complexity of our products. The competition for top management, engineering talent and other highly skilled personnel is high, and the loss of their services or delays in hiring required personnel, particularly within our research and development and engineering organizations, could adversely affect our business, financial condition and results of operations.

4749

Table of Contents

Our future success also depends, in part, on continuing to attract and retain highly skilled personnel. Competition for these personnel in the San Francisco Bay Area, where our headquarters are located, and in other locations, is intense, and our industry faces significant competition for skilled personnel.

Additionally, the former employers of our new employees have, and in the future may, assert that our new employees or we have breached legal obligations, which may be time-consuming, distracting to management and may divert our resources. Current and potential personnel also often consider the value of equity awards they receive in connection with their employment, and if the perceived value of our equity awards declines relative to those of our competitors, our ability to attract and retain highly skilled personnel may be harmed. If we fail to attract and integrate new personnel or retain and motivate our current personnel, our business, financial condition and results of operations could be adversely affected.

Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.

We believe that our company culture, which promotes being valued and creating value, has been critical to our success. We face a number of challenges that may affect our ability to sustain our corporate culture, including:

•ability to identify, attract, reward and retain people in leadership positions in our organization who share and further our culture, values and mission;

•the increasing size and geographic diversity of our workforce;

•the continued challenges of a rapidly-evolving industry; and

•the integration of new personnel and businesses from acquisitions.

If we are not able to maintain our culture, our business could be adversely affected.

We may require additional capital, which may not be available on terms acceptable to us, or at all.

Historically, we have funded our operations and capital expenditures primarily through equity issuances, debt instruments and cash generated from our operations. To support our growing business, we must have sufficient capital to continue to make significant investments in our products and services. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and our existing stockholders may experience dilution. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.

We evaluate financing opportunities from time to time, and our ability to obtain financing will depend on, among other things, our development efforts, business plans and operating performance and the condition of the capital markets at the time we seek financing. We cannot be certain that additional financing will be available to us on favorable terms, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to grow and to respond to business challenges could be significantly limited and our business could be adversely affected.

Future debt obligations could materially and adversely affect our business, financial condition or results of operations.

We maintain a revolving line of credit (the “Credit Facility”) with MUFG Bank Ltd. (“MUFG”). Our ability to pay interest and repay the principal for any indebtedness, and maintain compliance with covenants as part of our agreement with MUFG, is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and the other factors discussed in this “Risk Factors” section.

In the event we draw on the Credit Facility or otherwise incur indebtedness, our debt obligations could adversely impact us. For example, these obligations could:

•require us to use a large portion of our cash flow to pay principal and interest on debt, which will reduce the amount of cash flow available to fund working capital, capital expenditures, acquisitions, research and development expenditures and other business activities;

•limit our future ability to raise funds for capital expenditures, strategic acquisitions or business opportunities, research and development and other general corporate requirements;

•restrict our ability to incur additional indebtedness and to create or incur certain liens;

•increase our vulnerability to adverse economic and industry conditions; and

4850

Table of Contents

•increase our exposure to interest rate risk from variable rate indebtedness.

There can be no assurance that we will be able to manage any of these risks successfully.

We may also need to refinance a portion of any of our outstanding indebtedness as it matures. There is a risk that we may not be able to refinance existing debt, including the Credit Facility, or that the terms may not be as favorable as the terms of our existing indebtedness. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase.

We may be unable to make acquisitions and investments or successfully integrate acquired companies and assets into our business, and our acquisitions and investments may not meet our expectations, any of which could adversely affect our business, financial condition and results of operations.

We may in the future acquire or invest in businesses, offerings, technologies or talent that we believe could complement or expand our products and services, enhance our technical capabilities or otherwise offer growth opportunities. However, we may not be able to fully realize the anticipated benefits of such acquisitions or investments due to inherent risks, including, without limitation:

•unanticipated costs or liabilities associated with the acquisition, including claims related to the acquired company, its offerings or technology, or potential violations of applicable law or industry rules and regulations, arising from prior or ongoing acts or omissions by the acquired businesses that are not discovered by due diligence during the acquisition process;

•incurrence of acquisition-related expenses, including those related to identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated, which would be recognized as a current period expense;

•inability to generate sufficient revenue to offset acquisition or investment costs;

•inability to maintain relationships with customers and partners of the acquired business;

•challenges with incorporating acquired technology and rights into our products and services and maintaining quality and security standards consistent with our brand;

•inability to identify security vulnerabilities in acquired technology prior to integration with our technology and products and services;

•inability to achieve anticipated synergies or unanticipated difficulty with integration into our corporate culture;

•delays in customer purchases due to uncertainty related to any acquisition;

•the need to integrate or implement additional controls, procedures and policies;

•challenges caused by distance, language and cultural differences;

•harm to our existing business relationships with partners and customers as a result of the acquisition;

•potential loss of key employees;

•use of resources that are needed in other parts of our business and diversion of management and employee resources; and

•inability to recognize acquired deferred revenue in accordance with our revenue recognition policies.

Acquisitions also require the use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition. Each of these could adversely affect our financial condition or the market price of our common stock. The sale of equity or issuance of equity-linked debt to finance any future acquisitions could result in dilution to our stockholders. The use of cash to finance any future acquisitions may limit other potential uses of our cash, including the retirement of outstanding indebtedness. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. We may have to delay or forego a substantial acquisition if we cannot obtain the necessary financing to complete such acquisition in a timely manner or on favorable terms. Any of the foregoing could adversely affect our business, financial condition and results of operations.

4951

Table of Contents

Use of AI, including in our products and services, combined with an evolving regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business.

We are developing and have launched ~~new~~ product features, such as Capella iQ, that use or allow our customers to integrate our offerings with AI technologies. AI technologies are complex and rapidly evolving, and we face significant competition from other companies as well as an evolving regulatory landscape. We may be unsuccessful in developing, integrating or maintaining product features using AI technologies that gain market traction, or in doing so in a cost-effective manner. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than we do, which could impair our ability to compete effectively. New or modified legal and regulatory developments regulating AI, such as the EU AI Act and numerous laws proposed, and in certain cases enacted, in various U.S. states and other jurisdictions relating to the development and use of AI technology, can impact the incorporation of AI technologies into our offering and business, and any actual or perceived failure by us to comply with any such legal and regulatory developments or other actual or asserted obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, ~~significant~~ costs for remediation, damage to our reputation or other liabilities. The incorporation of AI into our products, or the use of our products as part of AI technologies and applications, may result in new or enhanced governmental or regulatory scrutiny, litigation, intellectual property risks, confidentiality, privacy or security risks, ethical concerns or other complications that could harm our business, reputation or financial condition.

Further, our use of AI tools and technologies may require additional investment and development of appropriate protections and safeguards for handling the use of our data, including customer data processed by us, with AI technologies in our product offerings or our tools. AI may create content that appears correct but is inaccurate or flawed, which may expose us to brand or reputational harm, competitive harm or legal liability if we, our customers or others rely on or use this flawed content to their detriment. Software code and other content that we and our customers create using generative AI tools may adversely affect any intellectual property rights in any outputs and related works, and certain content collected, used in, or accessed via AI tools may be subject to third-party rights or usage restrictions that could impede our or our customers’ ability to use such content or AI tools or otherwise lead to liability, including risks arising out of cybersecurity incidents and violations of data protection laws. To the extent that we do not have sufficient rights to use the data or other material or content used in or produced by the generative AI tools used in our business, or if we experience cybersecurity incidents in connection with our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, publicity, contractual or other rights.

Our business could be adversely affected by economic downturns.

Prolonged economic uncertainties or downturns have in the past and could in the future adversely affect our business, financial condition and results of operations and key business metrics. Negative conditions in the general economy in either the U.S. or abroad, including inflation and interest rate concerns, conditions resulting from financial and credit market fluctuations, changes in economic policy, trade uncertainty including changes in tariffs, sanctions, international treaties and other trade restrictions, the occurrence of a natural disaster, global public health crisis or armed conflicts, could continue to cause a decrease in corporate spending on IT offerings in general and negatively affect the growth of our business. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry or geography.

These conditions could make it extremely difficult for our customers and us to forecast and plan future business activities accurately and could cause our customers to reevaluate their decision to purchase our products and services, which could delay and lengthen our sales cycles or result in cancellations of planned purchases. In the current macroeconomic environment, we continue to see longer deal cycles compared to historical results, along with an elevation in degree of budget scrutiny, slower than expected product migrations, lower than expected expansions, and customers electing to buy in smaller increments. Further, during challenging economic times, our customers may face issues in gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us, if at all. If that were to occur, we may be required to increase our allowance for credit losses, which would adversely affect our results of operations.

A substantial downturn in any of the industries in which our customers operate may cause firms to react to worsening conditions by reducing their capital expenditures in general or by specifically reducing their spending on IT offerings. Customers in these industries may delay or cancel projects or seek to lower their costs by renegotiating vendor contracts. To the extent subscriptions to our products or expenditures on our services are perceived by existing customers or potential customers to be discretionary, our revenue may be disproportionately affected by delays or reductions in general IT spending.

5052

Table of Contents

We face fluctuations in currency exchange rates, which could adversely affect our financial condition and results of operations.

To the extent we continue to expand internationally, we will become more exposed to fluctuations in currency exchange rates. The strengthening of the U.S. Dollar relative to foreign currencies increases the real cost of our products and services for our customers outside of the U.S., which could lead to the lengthening of our sales cycles or reduced demand for our products and services. Additionally, increased international sales may result in foreign currency denominated sales, increasing our foreign currency risk. Moreover, such continued expansion would increase operating expenses incurred outside the U.S. and denominated in foreign currencies. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure, which could adversely affect our financial condition and results of operations.

Our business could be adversely affected by pandemics, natural disasters, political crises or other unexpected events.

A significant natural disaster, such as an earthquake, fire, hurricane, tornado or flood, or a significant power outage or telecommunications failure, could disrupt our operations, mobile networks, the internet or the operations of our third-party service and technology providers. In particular, our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity and wildfires. In addition, any unforeseen public health crises, political crises, such as terrorist attacks, war and other political instability or other catastrophic events, whether in the U.S. or abroad, including the ongoing conflicts in Ukraine and the Middle East and any related political or economic response and counter responses or otherwise by various global actors or general effect on the global economy, can continue to adversely affect our operations or the economy as a whole. The impact of any natural disaster, act of terrorism or other disruption to us or our third-party providers’ abilities could result in decreased demand for our products and services or a delay in the provision of our products and services or could negatively impact consumer and business spending in the impacted regions or globally depending on the severity, any of which would adversely affect our business, financial condition and results of operations. All of the aforementioned risks would be further increased if our disaster recovery plans prove to be inadequate.

Risks Related to Our Dependence on Third Parties

If we are unable to maintain successful relationships with our partners, our business, financial condition and results of operations could be harmed.

We employ a go-to-market business model whereby a portion of our revenue is generated by sales through or with our partners, including CSPs, independent software vendors, systems integrators, technology partners, original equipment manufacturers, marketplaces, and resellers, that further expand the reach of our direct sales force into additional geographies, sectors, industries and channels. We have entered, and intend to continue to enter, into reseller relationships in certain international markets where we do not have a local presence. We provide certain partners with specific training and programs to assist them in selling our products and services, but our efforts to provide training and build relationships may be ineffective. In addition, if our partners are unsuccessful in marketing and selling our products and services, it would limit our planned expansion into certain geographies, sectors, industries and channels. If we are unable to develop and maintain effective sales incentive programs for our partners, we may not be able to successfully incentivize these partners to sell our products and services to customers.

Some of our partners may also market, sell and support offerings that are competitive with ours, may devote more resources to the marketing, sales and support of such competitive offerings, may have incentives to promote our competitors’ offerings to the detriment of our own or may cease selling our products and services altogether. Our partners could also subject us to lawsuits, potential liability and reputational harm if, for example, any of our partners misrepresents the functionality of our products and services to customers, violate laws or violate our or their corporate policies. Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our partners, identifying additional partners and training our partners to independently sell our products and services. Any shortcomings of the foregoing by us or our partners could adversely affect our business, financial condition, results of operations and growth prospects.

5153

Table of Contents

We rely on third-party service providers for many aspects of our business, and any failure to maintain these relationships could harm our business.

Our success depends, in part, on our relationships with third-party service providers, including providers of cloud hosting infrastructure, customer relationship management systems, financial reporting systems, human resource management systems, credit card processing platforms, marketing automation systems, payroll processing systems and data centers, among others. In particular, cloud hosting infrastructure is becoming increasingly important as customers adopt Couchbase Capella. If any of these third parties experience difficulty meeting our requirements or standards, become unavailable due to extended outages or interruptions, temporarily or permanently cease operations, face financial distress or other business disruptions or increase their fees, or if our relationships with any of these providers deteriorate or if any of the agreements we have entered into with such third parties are terminated or not renewed without adequate transition arrangements, or if we are unsuccessful in managing or negotiating cost-effective relationships with them, we could suffer increased costs and delays in our ability to provide customers with our products and services, our ability to manage our finances could be interrupted, receipt of payments from customers may be delayed, our ability to generate and manage sales leads could be weakened or our business operations could be disrupted. Any of such disruptions may adversely affect our business, financial condition, results of operations or cash flows until we replace such providers or develop replacement technology or operations.

Certain estimates and information we refer to publicly are based on information from third-party sources and we do not independently verify the accuracy or completeness of the data contained in such sources or the methodologies for collecting such data, and any real or perceived inaccuracies in such estimates and information may harm our reputation and adversely affect our business.

Certain estimates and information we refer to publicly, including general expectations concerning our industry and the market in which we operate and market size, are based to some extent on information provided by third-party providers. This information involves a number of assumptions and limitations, and although we believe the information from such third-party sources is reliable, we have not independently verified the accuracy or completeness of the data contained in such third-party sources or the methodologies for collecting such data. If investors do not perceive such data or methodologies to be accurate, or if we discover limitations or material inaccuracies with respect to such data or methodologies, our reputation, financial condition and results of operations could be adversely affected.

Risks Related to Our Open Source and Intellectual Property

Our use of third-party open source software in our solutions, the availability of core portions of our source code on an open source or source available basis and contributions to our open source projects could negatively affect our ability to sell our products and provide our services, subject us to possible litigation and allow third parties to access and use software and technology that we use in our business, all of which could adversely affect our business and results of operations.

Our products include software that is licensed to us by third parties under “open source” licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, because open source projects may have vulnerabilities and architectural instabilities, and also because open source licensors generally provide their software on an “as-is” basis and do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code even though our customers may insist on such protections in our contracts with them. We have historically elected to make core portions of our source code available on an open source basis to facilitate adoption as well as collaboration and participation from our application developer communities. However, we may not be successful in this strategy, and our move toward source-available licensing, as well as the continued availability of our source code, may enable others to compete more effectively against us. In addition, the public availability of the source code for such software may make it easier for others to compromise our products. We expect to continue to incorporate such open source software in our products and allow core portions of our source code to be available on an open source or source available basis in the future.

Although most of our code is developed in-house, we also receive a limited amount of contributions from our open source developer communities. We generally require third parties who provide contributions to us to assign ownership of all intellectual property rights in their contributions to us, or provide us with a perpetual license to their works, and represent that their contributions are original works and that they are entitled to assign or license these rights to us. However, we cannot be sure that we can use all contributions without obtaining additional licenses from third parties, and may be subject to intellectual property infringement or misappropriation claims as a result of our use of these contributions.

Table of Contents

Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use, or grant other licenses to our intellectual property. We seek to ensure that our closed-source proprietary software is not combined with, and does not incorporate, open source software in ways that would require the release of the source code of our closed-source proprietary software to the public. However, we cannot ensure that our processes for controlling our use of open source software in our products will be effective. If we are held to have failed to comply with the terms of applicable licenses or our current policies and procedures or otherwise combine our closed-source proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our closed-source proprietary software to the public at no cost under the terms of applicable open source licenses. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages.

Additionally, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our products. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products, and the licensors of such open source software provide no warranties or indemnities with respect to such claims. As a result, we and our customers could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. If an author or other third party that distributes such open source software were to allege that we had not complied with applicable license conditions, or if we are required to defend a customer in the event of such a claim, we could be required to incur significant legal expenses defending against such allegations. If we are unable to successfully defend against such allegations we could be subject to significant damages or other liability, including being enjoined from the sale of our products and services. We could also be required to seek licenses from third parties to continue providing our products on terms that are not economically feasible, re-engineer our products, discontinue or delay the provision of our products if re-engineering cannot be accomplished on a timely basis or make generally available, in source code form, our proprietary code. Any of the foregoing would adversely affect our business, financial condition and results of operations.

Our distribution and licensing model could negatively affect our ability to monetize and protect our intellectual property rights.

Many of our products are available for free on the internet, including a substantial portion of our source code on open source or source available terms. Also, we may have limited or no direct visibility into who may be using our software or to what extent or purpose, so our ability to detect violations of our product licenses is extremely limited. If we are unable to manage the risks related to our licensing and distribution model, our business could be adversely affected. Additionally, we have adopted BSL 1.1, a source-available license, for certain of our publicly available source code. We believe BSL 1.1 enables us to fairly and transparently control commercialization of our source code, however such licensing strategy may not prevent misuse of our source code. Additionally, BSL 1.1 is not an open source license, which may negatively impact adoption of the source code, reduce our brand and product awareness and negatively impact our ability to compete.

Because of the rights accorded to third parties under open source licenses, there may be fewer technology barriers to entry in the markets in which we compete and it may be relatively easy for new and existing competitors, some of whom may have greater resources than we have, to compete with us.

Open source software license terms generally allow liberal modifications and distribution of the code. We have historically elected to make core portions of our source code available on an open source basis. The continued availability of our source code, notwithstanding our move toward source-available licensing, among other things, may enable others to develop new software products or services that are competitive to ours without the same degree of overhead and lead time required by us, particularly if customers do not value the differentiation of our proprietary components. It is possible for new and existing competitors, including those with greater resources than ours, to develop their own open source software or hybrid proprietary and open source software offerings. In addition, some competitors make open source software available for free download or use or may position competing open source software as a loss leader. We cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive pressure or the availability of open source software will not result in price reductions, reduced revenue and gross margins and loss of market share, any one of which could adversely affect our business. Our use of open source software may also limit our ability to assert certain of our intellectual property and proprietary rights against third parties, including competitors, who access or use software or technology that we have contributed to such open source projects.

5355

Table of Contents

We could incur substantial costs in obtaining, maintaining, protecting, defending and enforcing our intellectual property rights and any failure to obtain, maintain, protect, defend or enforce our intellectual property rights could reduce the value of our software and brand.

Our success depends, in part, upon our ability to obtain, maintain, protect, defend and enforce our intellectual property rights, including our proprietary technology, know-how and our brand. We rely on a combination of patents, copyrights, trademarks, service marks, trade secret laws, other intellectual property laws, confidentiality procedures and contractual provisions in an effort to establish and protect our proprietary rights. However, the steps we take to obtain, maintain, protect, enforce and defend our intellectual property rights may be inadequate if, for example, we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property and as a result our competitors might gain access to our proprietary technology and develop and commercialize similar or substantially identical products, services or technologies, and our business, financial condition, results of operations or prospects could be adversely affected. We hold a number of issued patents and have filed patent applications both in the U.S. and in foreign jurisdictions. There can be no assurance that our patent applications will result in issued patents, or will result in issued patents in a timely manner.

Even if we continue to seek patent protection in the future, we may be unable to obtain or maintain patent protection for our technology. In addition, any patents issued or licensed to us in the future may not provide us with competitive advantages, or may be successfully challenged by third parties. In addition, defending our intellectual property rights might entail significant expenses. Any of our patents, trademarks or other intellectual property rights that we have or may obtain may be challenged or circumvented by others or invalidated or deemed unenforceable in the U.S. or in foreign jurisdictions. Others may infringe on our patents, trademarks or other intellectual property rights, independently develop similar, substantially identical or superior offerings, duplicate any of our offerings or design around our patents or other intellectual property rights or use information that we regard as proprietary to create products and services that compete with ours. Further, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Various courts, including the U.S. Supreme Court, have rendered decisions that affect the scope of patentability of certain inventions or discoveries relating to software and business methods. These decisions state, among other things, that a patent claim that recites an abstract idea, natural phenomenon or law of nature ~~are~~is not ~~themselves~~itself patentable. Precisely what constitutes a law of nature or abstract idea is uncertain, and it is possible that certain aspects of our technology could be considered abstract ideas. Accordingly, the evolving case law in the U.S. may adversely affect our ability to obtain patents and may facilitate third-party challenges to any future owned or licensed patents. As we expand our international activities, our exposure to unauthorized copying and use of our services and platform capabilities and proprietary information will likely increase. Intellectual property protection may not be available to us in every country in which our services are available, or the laws of or mechanisms for enforcement in some foreign countries may not be as protective of intellectual property rights as those in the U.S. Policing unauthorized use of our technologies, trade secrets and intellectual property may thus be difficult, expensive and time-consuming. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights.

In addition, we have made core portions of our own software available under open source or source-available licenses, and we include third-party open source software in our products. We have also occasionally contributed source code to open source projects. Because the source code for any software we distribute under open source or source-available licenses or contribute to open source projects is publicly available, our ability to protect our intellectual property rights with respect to such source code may be limited or lost entirely.

5456

Table of Contents

We protect and rely, in part, on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. While we generally enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with other third parties, including suppliers, vendors and the parties with whom we have strategic relationships and business alliances, the assignment of intellectual property rights may not be self-executing or may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Additionally, we cannot guarantee that we have entered into such agreements with each party that has or may have created or developed intellectual property on our behalf or had access to our proprietary information, know-how or trade secrets. We cannot guarantee that these agreements will be effective in controlling access to, distribution, use, misuse, misappropriation, reverse engineering or disclosure of our proprietary information, know-how and trade secrets. Further, these agreements may not prevent our competitors or partners from independently developing offerings that are substantially equivalent or superior to ours. We may not have adequate remedies for any breach of these agreements. Further, we have experienced and may in the future experience unauthorized access of our proprietary source code, confidential information and know-how. We have and may in the future initiate litigation regarding trade secret misappropriation, but enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts in and outside the U.S. are less willing or unwilling to protect trade secrets and know-how.

We may be required to spend significant resources in order to monitor and protect our intellectual property rights, and some violations may be difficult or impossible to detect. Any litigation to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights that, if successful, could cost us valuable intellectual property rights. Our inability to protect our intellectual property and proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could impair the functionality of our products, delay introductions of enhancements to our products, result in our substituting inferior or more costly technologies into our products or harm our reputation and brand. In addition, we may be required to license additional technology from third parties to develop and market new product features, which may not be on commercially reasonable terms, or at all, and would adversely affect our ability to compete.

We have been and may in the future become subject to intellectual property disputes which may be costly to defend, subject us to significant liability, require us to pay significant damages and limit our ability to use certain technologies.

We have been and may in the future become subject to intellectual property disputes. Our success depends, in part, on our ability to develop and commercialize our products and services without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, we may not be aware if our products are infringing, misappropriating or otherwise violating third-party intellectual property rights, and such third parties may bring claims alleging such infringement, misappropriation or violation. Further, we have faced and may in the future face claims from third parties claiming ownership of, or demanding release of, the software or derivative works that we have developed, including works using third-party open source software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights they own, have purchased or otherwise obtained. Many potential litigants, including some of our competitors and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights and to defend claims that may be brought against them.

5557

Table of Contents

Certain of our agreements with our customers and other third parties include indemnification provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of infringement, misappropriation or other violation of intellectual property rights. Any claim of infringement by a third party, even those without merit, against us or for which we are required to provide indemnification, would be time consuming, could cause us to incur substantial costs defending against the claim, could distract our management from our business and could require us to cease use of such intellectual property. Further, because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromising our confidential information during this type of litigation. We may be required to make substantial payments for legal fees, settlement fees, damages (including treble damages and attorneys’ fees if we are found to have willfully infringed a party’s rights), royalties or other fees in connection with a claimant securing a judgment against us and we may be subject to an injunction or other restrictions that cause us to cease selling or using products or services that incorporate the intellectual property rights that we allegedly infringe, misappropriate or violate, including subscriptions to our products. We may also agree to a settlement that prevents us from distributing our products or a portion thereof, any of which could adversely affect our business, financial condition and results of operations.

With respect to any intellectual property rights claim, we may have to seek out a license to continue operations found to be in violation of such rights, which may not be available on favorable or commercially reasonable terms and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third party does not offer us a license to its intellectual property on commercially reasonable terms, or at all, we may be required to develop alternative, non-infringing technology, which could require significant time (during which we would be unable to continue to offer our affected product features), effort and expense and may ultimately not be successful. Any of these events would adversely affect our business, financial condition and results of operations.

Even if the claims do not result in litigation or are resolved in our favor, these claims and the time and resources necessary to resolve them, could divert the resources of our management. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it would have a substantial adverse effect on our business, results of operations or the market price of our common stock. We expect that the occurrence of infringement claims is likely to grow as the market for platform and services grows. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources.

Risks Related to Our Legal and Regulatory Environment

Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm our business, financial condition and results of operations.

Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including for privacy and cybersecurity laws and regulations, intellectual property, employment and labor laws, workplace safety, consumer protection laws, anti-bribery laws, import and export controls, immigration laws, federal securities laws and tax laws and regulations. Further, emerging tools and technologies we may utilize in our products and services, like AI, may become subject to regulation under new laws or new applications of existing laws. In certain foreign jurisdictions, these regulatory requirements may be more stringent than in the U.S. These laws and regulations impose added costs on our business, noncompliance with which could subject us to:

•investigations, enforcement actions, orders and sanctions;

•mandatory changes to our products and services;

•disgorgement of profits, fines and damages;

•civil and criminal penalties or injunctions;

•claims for damages by our customers or partners;

•termination of contracts;

•loss of intellectual property rights; and

•temporary or permanent debarment from sales to heavily regulated organizations and governments.

5658

Table of Contents

If any governmental sanctions are imposed, enforcement actions are taken, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition and results of operations could be adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees.

In addition, we must comply with laws and regulations relating to the formation, administration and performance of contracts with customers in heavily regulated industries and the public sector, including U.S. federal, state and local governmental organizations when selling our product to them directly or through partners, which affect how we and our partners do business with such customers. Failure to comply with these requirements by either us or our partners could subject us to investigations, fines, suspension or debarment from future government or other contracting opportunities and other penalties, which would adversely affect our business, financial condition, results of operations and growth prospects.

If our security measures, or those of our service providers or customers, are breached or unauthorized parties otherwise obtain access to our or our customers’ data or software, our products and services may be perceived as not being secure, customers may reduce or terminate their use of our products and services and we may face claims, litigation, regulatory investigations, significant liability and reputational damage.

We collect, use, store and transmit or otherwise process data as part of our business operations, including personal data in and across multiple jurisdictions. We also use third-party service providers to collect, use, store, transmit, maintain and otherwise process such information. Increasingly, threats from computer malware, ransomware, viruses, social engineering (including phishing attacks), denial of service, application programming interface attacks or other attacks, employee errors, theft or misuse and general hacking have become more prevalent in our industry and our customers’ industries. The volume and magnitude of such threats may increase over time as threat actors increase and refine their use of AI or other emerging technologies for exploiting security vulnerabilities. Any of these threats could result in security incidents, including unauthorized access or damage to, or disablement, encryption, use, disclosure, modification, destruction, loss or other processing of, our data or customer data (including personal data), software or systems or disrupt our ability to provide our products and services. Actual or perceived security incidents could interrupt our operations, harm our reputation and brand, result in significant remediation and cybersecurity protection costs (including deploying additional personnel and modifying or enhancing our protection technologies and investigating and remediating any information security vulnerabilities), result in lost revenue, lead to regulatory investigations and orders, litigation, disputes, indemnity obligations, damages for breach of contract, penalties for violations of law or regulation and other legal risks, increase our insurance premiums, result in other financial exposure, lead to loss of customer confidence in us or decreased use of our products and services or otherwise adversely affect our reputation, competitiveness, business, financial condition and results of operations, and may have these impacts in the future.

We have taken steps to protect the data on our systems and offerings, but our security measures or those of our customers or third-party service providers could be insufficient and breached as a result of third-party action, employee or user errors or misconduct, technological limitations, defects or vulnerabilities in our systems or offerings or those of our third-party service providers, malfeasance, fraud or malice on the part of employees or third parties, including state-sponsored organizations with significant financial and technological resources, or from failure in technological resources, failure to comply with policies or otherwise. We have experienced and may continue to experience security incidents and attacks of varying types and degrees, including instances where our third-party providers have been impacted by a supply-chain attack and instances where there has been exposure and unauthorized use of credentials of our personnel. In addition, we have identified and been required to remediate or mitigate vulnerabilities in our code and in third-party code. Furthermore, our use of AI-generated code in our software, and any improper or inadequate vetting of such code, could result in our use of malicious code, our exposure to security vulnerabilities or the exploration of such vulnerabilities. We could be impacted by these and other security incidents and vulnerabilities in the future, and our internal controls and operations regarding security may not be effective in eliminating the risk of compromise of our systems, data and software. Additionally, with our employees and many employees of our third-party service providers working remotely, we are exposed to increased risks of security breaches or incidents. For example, we have seen an increase in phishing attempts and spam emails over time and it is possible this trend will continue. Also, in connection with geopolitical events and conflicts such as the ongoing conflicts in Ukraine and the Middle East, we and our third-party service providers are vulnerable to a heightened risk of cybersecurity attacks, phishing attacks, viruses, malware, ransomware, hacking or similar breaches or incidents.

5759

Table of Contents

There can be no assurance that any security measures that we or our customers or third-party service providers have implemented will be effective against current or future security threats. We have developed systems and processes to protect the integrity, confidentiality, availability and security of our systems, data and software, but our security measures or those of our customers or third-party service providers could fail and result in unauthorized access or damage to, or disablement, encryption, use, disclosure, modification, destruction or loss of, such systems, data and software. Through contractual provisions and third-party risk management processes, we take steps to require that our third-party providers and their subcontractors protect our data, but we cannot ensure the security measures they take will be sufficient to protect our data. A vulnerability in a third-party provider’s or a customer’s software or systems, a failure of our customers’ or third-party providers’ safeguards, policies or procedures or a breach or incident of or impacting a customer’s or third-party provider’s software or systems could result in the compromise of the confidentiality, integrity or availability of our offerings or systems, or our customers’ data. Further, security breach techniques are varied and continue to evolve, including through the use of AI to launch more automated, targeted, sophisticated and coordinated attacks, and these attacks may not be detected until after an incident has occurred. We may be unable to implement adequate preventative measures, anticipate, prevent or detect attempted security breaches or other security incidents or react in a timely manner.

We have contractual and other obligations to notify customers, regulators, impacted individuals or others of certain security incidents. We have made such notifications in the past and may be required to do so in the future. Such disclosures or the failure to comply with relevant requirements could lead to adverse consequences. Any security breach or incident that we or our third-party service providers experience, or the perception that one has occurred, could result in a loss of revenue or customer confidence in the security of our products and services, lead to negative publicity or otherwise harm our reputation and brand, reduce the demand for our products and services, disrupt normal business operations, divert management’s attention and resources, require us to spend material resources to investigate, correct existing or prevent future security breaches and incidents (including deploying additional personnel and modifying or enhancing our protection technologies and investigating and remediating any information security vulnerabilities), increase our insurance premiums or expose us to legal liabilities, including claims, litigation, regulatory enforcement and orders, disputes, investigations, indemnity obligations, damages for contract breach, penalties and significant costs for remediation, any of which could adversely affect our results of operations. In addition, our remediation efforts may not be successful. We cannot ensure that any limitation of liability provisions in our customer, partner, vendor and other contracts would be enforceable or adequate with respect to any security lapse or breach or other security incident or protect us from any liabilities or damages with respect to any particular claim. These risks will increase as we continue to grow and evolve our offerings to collect, host, store, transmit, and otherwise process increasing volumes of data.

Further, if a security incident or breach occurs with respect to us or a competitor or third-party service provider, our customers and potential customers may lose trust in the security of our products or services or database software generally, which could adversely impact our ability to retain existing customers or attract new customers, which could adversely affect our business, financial condition and results of operations.

Moreover, our insurance coverage, subject to applicable deductibles, may not be adequate for liabilities incurred or cover any indemnification claims against us relating to any security incident or breach or an insurer may deny or exclude from coverage certain types of claims. In the future, we may not be able to secure insurance for such matters on commercially reasonable terms, or at all. The successful assertion of one or more claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our business, financial condition and results of operations.

5860

Table of Contents

If we are not able to comply with, or are perceived to not comply with U.S. and foreign laws, rules, regulations, industry standards, contractual obligations and other requirements relating to data protection, information security and privacy, our business, financial condition and results of operations could be harmed.

Given the extent of our business operations, including international activities, we are subject to a variety of federal, state, local and international laws, rules and regulations, as well as industry standards, internal and external privacy policies and contractual obligations, relating to the collection, use, retention, security, disclosure, transfer, storage and other processing of personal information and other data. The regulatory frameworks governing these matters worldwide are rapidly evolving and are likely to remain uncertain for the foreseeable future, and it is possible that these or other actual or asserted obligations may be interpreted and applied in manners inconsistent between jurisdictions and in conflict with other rules or our practices. Any actual or perceived failure by us, our suppliers or other third parties with whom we do business to comply with laws, regulations, contractual obligations, or other actual or asserted obligations could result in proceedings against us by governmental entities or others. In many jurisdictions, including the U.S., enforcement actions and consequences for noncompliance are rising. Further, we have received and may in the future receive assertions of noncompliance by private actors. Such assertions may result in fines, investigations or settlement costs. In addition, security advocates and industry groups have regularly proposed, and may propose in the future, self-regulatory standards with which we must legally comply or that contractually apply to us. If we fail to follow these standards even if no personal information is compromised, we may incur significant fines or experience a significant increase in costs.

Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply, including but not limited to the United Kingdom (“UK”), Switzerland and the EU. The EU has adopted the General Data Protection Regulation (“GDPR”), which went into effect in May 2018, and together with national legislation, regulations and guidelines of the EU member states, contains numerous requirements relating to the processing of personal data of EU data subjects, including the increased jurisdictional reach of the European Commission (“EC”) and more robust compliance obligations. Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data. The GDPR also introduced numerous data processing and notification requirements and increased fines. In particular, under the GDPR, fines of up to 20 million euros or 4% of the annual global revenue of the noncompliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. Such penalties are in addition to any civil litigation claims by customers and data subjects.

While we have taken steps to mitigate the impact on us with respect to transfers of personal data, the efficacy and longevity of transfer mechanisms upon which we rely remains uncertain. We have in the past and may in the future be required to take additional steps to legitimize any personal data transfers impacted by legal or regulatory developments and be subject to increasing costs of compliance and limitations on our customers and us. More generally, we may find it necessary or desirable to modify our personal data handling practices, and the outcomes of legal challenges relating to cross-border personal data transfer may serve as a basis for our personal data handling practices, or those of our customers and vendors, to continue to be challenged, which may adversely affect our business.

The UK has adopted a version of the GDPR (combining the GDPR and the Data Protection Act 2018), exposing us to two parallel regimes, each of which potentially authorizes similar fines and other potentially divergent enforcement actions. Furthermore, there ~~will~~is be increasing ~~scope for~~ divergence in the substance, application, interpretation and enforcement of data protection law between the UK and the European Economic Area~~, and the UK has proposed revisions to its data protection laws that, if enacted, would cause them to diverge from the GDPR~~. We continue to monitor and review the impact of ~~any resulting~~ changes to EU or UK law that could affect our operations. We may incur liabilities, expenses, costs and other operational losses under the GDPR and data protection laws of ~~the~~these ~~applicable EU member states~~ and ~~the~~other UKapplicable jurisdictions in connection with any measures we take to comply with them. Other countries have also enacted or are considering laws requiring local data residency or restricting the international transfer of personal data.

In the U.S., data privacy and security laws, regulations and standards at the federal, state and local level continue to evolve and could require us to modify our data processing practices and policies and expose us to further regulatory or operational burdens. For example, the Federal Trade Commission Act broadly prohibits unfair or deceptive business practices and, consequently, informs how we handle and secure personal and sensitive data as well as how we conduct our sales and marketing practices. Additionally, we store and process protected health information on behalf of certain of our customers, which subjects us to a number of data protection, security and privacy requirements under our contracts and under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act. We are also subject to additional data protection, security and privacy requirements relating to cardholder data, including the Payment Card Industry Data Security Standard. If we are, or are perceived to be, unable to maintain the privacy and security of such sensitive and regulated data, we could be subject to claims and demands by private parties, investigations and other proceedings by regulatory authorities, reputational harm, and significant fines, civil and criminal penalties and other liabilities.

5961

Table of Contents

At the state level, the California Consumer Privacy Act (“CCPA”), which was subsequently modified by the California Privacy Rights Act, imposes extensive obligations on companies to provide certain privacy disclosures and comply with various consumer rights obligations. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with, data breach litigation.

Numerous other states have enacted privacy laws that have gone or will go into effect in the near future. While these new privacy laws may share similarities with each other, as well as with the CCPA, they differ in many ways and we must comply with each if our operations fall within their scopes. Similar laws have been proposed in other states and at the federal level, and certain states have enacted other privacy-focused legislation, such as Washington’s enactment of the My Health, My Data Act, which provides for a private right of action. All of these developments reflect a trend toward more stringent privacy legislation in the U.S. We expect that this increase in legislation and regulatory scrutiny will continue to add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data and could result in increased compliance costs or changes in business practices and policies.

We also expect laws, regulations, industry standards and other obligations worldwide relating to privacy, data protection and cybersecurity to continue to evolve, with new, modified, and re-interpreted laws, regulations, standards, and other obligations in these areas. For example, the Network and Information Security Directive II (“NIS2”), adopted in 2023, aims to enhance cybersecurity across critical infrastructure and essential services in the EU. It expands the 2016 NIS Directive’s scope while enforcing stricter governance and accountability requirements. NIS2 requires all EU member states to issue implementing legislation by October 2024, but some EU member states have not finalized their respective legislation and guidance. Additionally, the Digital Operational Resiliency Act (“DORA”), effective in January 2025, establishes a universal framework for managing and mitigating information and communication technology risk that will apply to entities in the financial sector and certain third-party service providers.

Complying with these laws, regulations, contractual or other obligations relating to privacy, security, data protection, transfer or localization and information security may require us to modify our products and services, incur substantial operational costs, modify our data practices and policies and restrict our business operations. Actual or perceived failure by us to comply with these laws, regulations or other actual or asserted obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, significant costs for remediation, damage to our reputation or other liabilities. The interpretation and application of many privacy, security, and data protection laws, regulations and standards are uncertain, and it is possible that these laws and regulations may be interpreted and applied in a manner that is inconsistent with our data management practices or the features of our services and platform capabilities. If so, in addition to the possibility of fines, lawsuits, regulatory enforcement or orders, investigations, and other proceedings, imprisonment of company officials and public censure, other claims and penalties, significant costs for remediation and damage to our reputation, we could be required to fundamentally change our business activities and practices or modify our services and platform capabilities, any of which could require significant additional expense and have an adverse effect on our business, including impacting our ability to innovate, delaying our product development roadmap and adversely affecting our relationships with customers and our ability to compete. We may be unable to make such changes and modifications in a commercially reasonable manner, or at all, and our ability to develop new product features and services could be limited.

In addition to government activity, privacy advocacy and other industry groups have established or may establish self-regulatory standards that may place additional burdens on our ability to provide our products and services. Our customers expect us to meet certain voluntary certification and other standards established by third parties. If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to attract new customers or continue providing our services to certain customers and could harm our business. Further, the uncertain and shifting regulatory environment may cause concerns regarding privacy, data protection or security, and may cause our customers to resist providing data that could improve our products and services, or limit the use and adoption of our products and services.

These laws, regulations, rules, industry standards and contractual or other obligations relating to privacy, security, data protection, transfers or localization and information security could require us to take on more onerous obligations in our contracts, restrict our ability to store, transfer and otherwise process data or, in some cases, impact our ability to offer our products and services, to reach existing and potential customers or to derive insights from customer data. The costs of compliance with, and other burdens imposed by, these laws, regulations, standards and obligations, or any inability to adequately address privacy, data protection or security-related concerns, even if unfounded, may limit the use and adoption of our products and services, reduce overall demand for our products and services, make it more difficult to meet expectations from or commitments to customers, impact our reputation or slow the pace at which we close sales transactions, any of which could harm our business, financial condition and results of operations.

6062

Table of Contents

Any future litigation against us could be costly and time-consuming to defend.

In addition to litigation regarding intellectual property, employment, governmental and regulatory investigations, and other claims discussed above, from time to time, we are involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including commercial, product liability, class action, whistleblower and other litigation, claims and proceedings. Such proceedings can be time-consuming and difficult to estimate, divert management’s attention and resources, cause us to incur significant expenses or liability, require us to change our business practices or adversely affect our business, financial condition and results of operations. Because of the potential risks, expenses and uncertainties of litigation, we, from time to time, settle disputes, even where we have meritorious claims or defenses. In addition, we cannot be sure that our existing insurance coverage for errors and omissions will be adequate or available or continue to be available on acceptable terms.

Indemnity provisions in various agreements to which we are party potentially expose us to substantial liability for intellectual property infringement, misappropriation or other violation and other losses.

Certain of our agreements with our customers, partners and other third parties may include capped or uncapped indemnification provisions, which may survive termination or expiration of the applicable agreement and under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred from claims of infringement, misappropriation or violation of intellectual property rights, data breaches, damages or other liabilities caused by us, or relating to or arising from our products and services, our acts or omissions under such agreements or other contractual obligations. Large indemnity payments could harm our business, financial condition and results of operations. Although we attempt to contractually limit indemnity obligations, we are not always successful and may still incur substantial liability related to such claims and we may be required to halt certain functions of our products or services. Moreover, even claims that ultimately are unsuccessful could result in expenses in litigation, divert management’s time and other resources and harm our business and reputation.

In addition, although we carry general liability insurance, our insurance against this liability may not be adequate to cover a potential claim, and such coverage may not be available to us on acceptable terms, or at all. Any dispute with respect to such obligations could have adverse effects on our relationship with customers, channel parties or other third parties or other existing or potential customers, harm our reputation or reduce demand for our products and services.

A portion of our revenue is generated by sales to heavily regulated organizations, which are subject to a number of challenges and risks.

We provide our products and services to heavily regulated organizations, and at times to federal, state and local governments and non-U.S. governments directly and through our partners. Selling to these entities can be highly competitive, expensive and time-consuming, often requiring significant upfront time and expense without any assurance of sales. For instance, highly regulated entities and government customers often require contract terms that differ from our standard arrangements, impose complex compliance requirements, require preferential pricing or “most favored nation” terms and conditions or are otherwise time-consuming and expensive to satisfy. If we undertake to meet special standards or requirements and do not meet them, we could be subject to increased liability. Even if we do meet them, the additional costs associated with providing our services to such customers could harm our financial condition and results of operations.

We have been and are increasingly doing more business in heavily regulated industries. Customers in these industries may be required to comply with more stringent regulations in connection with subscribing to and implementing our products and services. In addition, regulatory agencies may impose requirements toward third-party vendors generally, or to us in particular, that we may not be able to, or may not choose to, meet. Any changes in the underlying regulatory conditions that affect these types of customers could harm our ability to efficiently provide our products and services to them and to grow or maintain our customer base. Moreover, customers in these heavily regulated areas often have a right to conduct audits of our systems, products and practices. If one or more of such customers determine that some aspect of our business does not meet contractual or regulatory requirements, we may be limited in our ability to continue or expand our business. Each of these difficulties could adversely affect our business and results of operations.

Failure to comply with anti-bribery, anti-corruption, anti-money laundering and similar laws could subject us to penalties and other adverse consequences.

We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201 and the U.S. Travel Act and other anti-bribery and anti-money laundering laws in countries outside of the U.S. where we conduct our activities. Anti-corruption and anti-bribery laws have been enforced aggressively recently and are interpreted broadly to generally prohibit companies, their employees, agents, representatives, partners and third-party intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.

6163

Table of Contents

We may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities through third parties that sell our products and services and conduct our business abroad or through our employees, agents, representatives, partners and third-party intermediaries. We may be held liable for their corrupt or other illegal activities even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures designed to address compliance with such laws, we cannot ensure that none of our employees, agents, representatives, partners or third-party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Any allegations or violation of the FCPA or other applicable anti-bribery, anti-corruption and anti-money laundering laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions or suspension or debarment from federal contracts. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. In addition, the U.S. government may seek to hold us liable for successor liability for FCPA violations committed by companies in which we invest or that we acquire. As a general matter, any of the foregoing could harm our reputation, business, financial condition and results of operations.

We are subject to governmental export control, trade sanctions and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.

Certain of our business activities are subject to the U.S. export control laws and regulations, including the Export Administration Regulations (the “EAR”) and the U.S. trade and economic sanctions maintained by the U.S. Department of Treasury’s OFAC as well as the U.S. import laws and regulations. The U.S. export control laws and economic sanctions prohibit the export, re-export and in-country transfer of our offerings, including software and services, to certain U.S. embargoed or sanctioned countries and territories, governments and persons, as well as for prohibited end-uses. Further, we incorporate encryption functionality into certain of our products. As a result, we submit reports about certain of our products to the U.S. Department of Commerce’s Bureau of Industry and Security to ensure that our exports, re-exports and transfers are in accordance with the EAR. Also, in certain cases, it is possible that a license may be required to export or re-export our products to certain countries and end-users. Obtaining the necessary export license for a particular sale or offering may be time-consuming or unfeasible and may result in the delay or loss of sales opportunities. In addition, various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute or our customers’ ability to implement our products in those countries.

If we do not comply with such U.S. export controls, economic sanctions and import laws and regulations or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations and the possible loss of our export or import privileges. We take precautions designed to ensure that we and our partners comply with all relevant export control, sanctions and import laws and regulations, but we cannot ensure that our measures will always succeed since such laws and regulations are very detailed and technical.

In addition, changes in our products or services or changes in export and import regulations in various countries may create delays in the introduction of our products and services into international markets, prevent the deployment of our products and services globally or, in some cases, prevent or delay the export or import of our products and services to certain countries, governments or persons altogether. Any change in export or import laws or regulations, economic sanctions or related legislation, or in their scope or targets, could result in decreased use of our products and services by or in our decreased ability to export or sell our products and services to, existing or potential end-customers with international operations. Any of the foregoing would adversely affect our business, financial condition and results of operations.

6264

Table of Contents

Our international operations may subject us to greater than anticipated tax liabilities.

Our corporate structure and associated transfer pricing policies contemplate future growth in international markets and consider the functions, risks and assets of the various entities involved in intercompany transactions, the amount of taxes we pay in different jurisdictions, including the U.S., our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies and our ability to operate our business in a manner consistent with our corporate structure and intercompany agreements. The relevant taxing authorities may challenge our methodologies for pricing intercompany transactions pursuant to intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations. Our financial statements could fail to reflect adequate reserves to cover such a contingency.

Changes in tax laws could materially affect our financial condition, results of operations and cash flows.

The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. We are unable to predict what changes to the tax laws of the U.S. and other jurisdictions may be proposed or enacted in the future or what effect such changes would have on our business. Any significant increase in our future effective tax rate could have a material adverse impact on our business, financial condition, results of operations, or cash flows.

There is also a high level of uncertainty in today’s tax environment stemming from both global initiatives put forth by the Organisation for Economic Co-operation and Development (the “OECD”) and unilateral measures being implemented by various countries such as Pillar Two and the global minimum tax. There is a large amount of variability between countries when it comes to Pillar Two legislation, but as it stands currently we are not subject to any global minimum tax due to not meeting the global revenue threshold of 750 million euros. We are unable to predict how global tax legislation will change, and it is possible that proposals may be passed that could cause us to have to pay higher income taxes in the future. We will continue to monitor Pillar Two and global minimum tax legislation for any further updates to assess any impact to our business.

As we expand the scale of our international business activities, any changes in the U.S. or foreign taxation of such activities may increase our worldwide effective tax rate and harm our business, financial condition and results of operations. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements.

Our ability to use our net operating losses may be limited.

As of January 31, 2025, we had federal and state net operating losses (“NOLs”) of $350.2 million and $211.9 million, respectively, which may be available to offset taxable income in the future. A lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire. Unused U.S. federal NOLs for taxable years beginning before January 1, 2018, may be carried forward to offset future taxable income, if any, until such unused NOLs expire. Under the Tax Cuts and Jobs Act, U.S. federal NOLs arising in tax years beginning after December 31, 2017 can be carried forward indefinitely, but the deductibility of such U.S. federal NOLs is limited to 80% of current year taxable income.

Of our U.S. federal NOLs, $181.4 million may be carried forward indefinitely with utilization limited to 80% of taxable income. The remaining $168.8 million will begin to expire in 2028. Our state NOLs carryforwards begin to expire in 2026.

Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Subsequent ownership changes and changes to the U.S. tax rules in respect of the utilization of NOLs may further affect the limitation in future years.

There is also a risk that due to U.S. federal or state regulatory changes, such as suspensions on the use of NOLs, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities.

Adverse outcomes in tax audits or changes in our effective tax rate or tax liability may have an adverse effect on our results of operations.

We are, and expect to continue to be, subject to review and audit by the U.S. Internal Revenue Service and other tax authorities in various domestic and foreign jurisdictions. As a result, we may receive assessments in multiple

6365

Table of Contents

jurisdictions on various tax-related assertions. Taxing authorities have made inquiries of us and may in the future investigate or challenge our tax positions and methodologies on various matters, including our positions regarding the collection of sales and use taxes and the jurisdictions in which we are subject to taxes, which could expose us to additional taxes. We assess the likelihood of adverse outcomes resulting from any ongoing tax examinations to determine the adequacy of our provision ~~(benefit)~~ for income taxes. These assessments can require considerable judgments and estimates. The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations in a variety of jurisdictions. There can be no assurance that our tax positions and methodologies or calculation of our tax liabilities are accurate or that the outcomes from tax examinations will not have an adverse effect on our financial condition and results of operations. A difference in the ultimate resolution of tax uncertainties from what is currently estimated could adversely affect our financial condition and results of operations.

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations.

We collect sales tax in a number of jurisdictions. Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties, interest or future requirements would adversely affect our financial condition and results of operations.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the U.S.

Generally accepted accounting principles in the U.S. (“GAAP”) are subject to interpretation by the Financial Accounting Standards Board, the SEC and other various bodies formed to promulgate and interpret appropriate accounting principles. Changes in accounting principles applicable to us, or varying interpretations of current accounting principles, in particular with respect to revenue recognition, could have a significant effect on our reported results of operations and could affect the reporting of transactions completed before the announcement of the change. Further, any difficulties in the implementation of changes in accounting principles, including the ability to modify our accounting systems, could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the recognition and measurement of certain assets and liabilities and revenue and expenses that is not readily apparent from other sources. Our accounting policies that involve judgment include standalone selling prices for each distinct performance obligation, capitalized internal-use software costs, expected period of benefit for deferred commissions, valuation of our common stock prior to our IPO, valuation of stock-based awards, determination of allowance for credit losses, incremental borrowing rate used to measure operating lease liabilities, and accounting for income taxes. If our assumptions change or if actual circumstances differ from those in our assumptions, our results of operations could be adversely affected or fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

6466

Table of Contents

We are obligated to maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the listing standards of the Nasdaq Global Select Market. Our management and other personnel devote a substantial amount of time to comply with these requirements. Moreover, these laws, regulations and standards are subject to varying interpretations and revisions. Such changes could result in continuing uncertainty regarding compliance matters and higher legal and financial costs. We continue to invest resources to comply with evolving laws, regulations and standards, which may result in increased general and administrative expenses and a diversion of management’s time and attention. If our compliance efforts differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. As required by Section 404 of the Sarbanes-Oxley Act, our management is required to furnish a report on, among other things, the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm is required to formally attest to the effectiveness of our internal control over financial reporting. We are continuing to refine and improve our disclosure controls, internal controls and other procedures to ensure disclosures required in SEC filings are timely recorded, processed, summarized and reported and that disclosures under the Exchange Act are accumulated and communicated to our principal executive and financial officers. We have expended, and anticipate that we will continue to expend, significant resources to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

Our current controls and any new controls that we develop may become inadequate because of changes in the conditions in our business, including increased complexity resulting from any international expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure or difficulties to develop, maintain, implement or improve effective controls or of our independent registered public accounting firm or management to attest to, or report on, the effectiveness of our internal control over financial reporting, could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement, maintain, or report effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we are required to include in our periodic reports that will be filed with the SEC. Any of the foregoing could have an adverse effect on our business, financial condition and results of operations and could cause investors to lose confidence in our reported financial and other information, which would likely adversely affect the market price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the Nasdaq Global Select Market.

Risks Related to Ownership of Our Common Stock and Governance Matters

Operating as a public company has and will require us to incur substantial costs and will require substantial management attention.

As a public company, we incur substantial legal, accounting and other expenses that we did not incur as a private company. Compliance with the rules and regulations of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC and the listing standards of the Nasdaq Global Select Market have increased and may further increase our legal and financial compliance costs, and increase demand on our systems, particularly as we are no longer an “emerging growth company.” In addition, as a public company, we may be subject to stockholder activism, which can lead to additional substantial costs, distract management and impact the manner in which we operate our business in unanticipated ways. As a result of disclosure of information in filings required of a public company, our business and financial condition become more visible, which may result in threatened or actual litigation, including by competitors.

There is also an increasing focus from regulators, certain investors, and other stakeholders concerning environmental, social and governance (“ESG”) matters. Our actual or perceived failure to achieve some or all of our ESG-related initiatives, goals, or commitments or maintain ESG practices that meet evolving stakeholder expectations or regulatory requirements could harm our reputation, adversely impact our ability to attract and retain employees or customers, and expose us to increased scrutiny from ESG-focused investors, regulatory authorities, and others, or subject us to liabilities, which may further adversely impact our business, financial condition, or results of operations.

6567

Table of Contents

Our management team may not successfully or efficiently manage the significant regulatory oversight and reporting obligations under the federal and state securities laws and the continuous scrutiny of securities analysts and investors. These obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

The concentration of our outstanding common stock will limit your ability to influence the outcome of important transactions, including a change in control.

Our executive officers, directors and our stockholders who own 5% or more of our outstanding common stock and their affiliates, in the aggregate, beneficially own a substantial portion of the outstanding shares of our common stock. As a result, these stockholders, if acting together, will be able to influence or control matters requiring stockholders' approval, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company, and might ultimately affect the market price of our common stock.

The market price of our common stock may continue to be volatile, and you could lose all or part of your investment.

The market price of our common stock may continue to be volatile and subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our common stock and include the following:

•price and volume fluctuations and investor confidence in the overall stock market and in technology stocks or those in our industry in particular;

•sales or short selling of our common stock or related derivative securities;

•failure of securities analysts to maintain coverage of us or publish inaccurate or unfavorable research about our business, changes in financial estimates by securities analysts or our failure to meet these estimates or the expectations of investors;

•any changes in the financial projections we may provide to the public or our failure to meet those projections;

•announcements by us or our competitors of new offerings or platform features and market acceptance of such new offerings or platform features;

•the public’s reaction to our press releases, other public announcements and SEC filings;

•rumors and market speculation in our industry, whether or not involving us;

•actual or anticipated changes or fluctuations in our results of operations or key business metrics;

•actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

•announced or completed acquisitions of businesses, offerings or technologies by us or our competitors;

•developments or disputes concerning our intellectual property or other proprietary rights;

•litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors, or securities class action litigation against us;

•new laws, regulations, rules or industry standards or new interpretations of existing laws, regulations, rules or industry standards applicable to our business;

•changes in accounting standards, policies, guidelines, interpretations or principles;

•actions by activist shareholders or others, and our response to such actions;

•any significant change in our management; and

•general economic conditions and slow or negative growth of our markets and other geopolitical developments.

6668

Table of Contents

Stock markets in general, and the markets for technology stocks in particular, have previously experienced and may in the future experience extreme volatility, including as a result of global economic conditions. Furthermore, the market price of our common stock may be adversely affected by third parties, such as short sellers, trying to drive down the price of our common stock. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.

Sales of substantial amounts of shares of our common stock in the public market, or the perception that such sales might occur, could cause the market price of our common stock to decline or impair our ability to raise capital through the sale of additional equity securities.

If our stockholders sell, or the market perceives that our stockholders intend to sell, a substantial number of shares of our common stock in the public market, the market price of our common stock could decline and our ability to raise capital through the sale of additional equity securities could be impaired. Many of our existing equity holders have substantial unrecognized gains on the value of the equity they hold, and may take, or attempt to take, steps to sell, directly or indirectly, their shares or otherwise secure the value of their unrecognized gains on those shares.

In addition, certain of our stockholders are entitled, under our investors’ rights agreement, to require us to register their shares for public sale in the U.S. Sales of our common stock pursuant to registration rights may make it more difficult for us to sell equity securities in the future at an appropriate time. These sales also could cause the market price of our common stock to fall and make it more difficult for you to sell our common stock.

The issuance of additional stock in connection with financings, acquisitions, investments, our equity compensation plans or otherwise will dilute all other stockholders.

Subject to applicable rules and regulations and our amended and restated certificate of incorporation, we may issue additional common stock or securities convertible into common stock from time to time in connection with a financing, acquisition, investment, our equity compensation plans or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the market price of our common stock to decline.

Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our common stock.

Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, regardless of the potential benefit to our existing stockholders. In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following:

•our board of directors will be classified into three classes of directors with staggered three-year terms, and directors will only be able to be removed from office for cause;

•certain amendments to our amended and restated certificate of incorporation will require the approval of at least 2/3 of our then-outstanding common stock;

•our stockholders will only be able to take action at a meeting of stockholders and not by written consent;

•our amended and restated certificate of incorporation will not provide for cumulative voting;

•vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;

•a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer or a majority of our board of directors;

•certain litigation against us can only be brought in Delaware;

•our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

•advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

6769

Table of Contents

These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests, election of stockholders' director nominees and other corporate actions our stockholders may desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium as part of a sale of our company and could also affect the price of our common stock in a change of control.

Our amended and restated bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants.

Section 22 of the Securities Act of 1933, as amended (the “Securities Act”), creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated bylaws further provide that the federal district courts of the U.S. will be the exclusive forum for resolving any complaints asserting a cause of action arising under the Securities Act. We note, however, that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder, and that there is uncertainty as to whether a court would enforce this exclusive forum provision. If a court were to find either exclusive-forum provision in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our common stock adversely, the market price and trading volume of our common stock could decline.

The trading market for our common stock depends, in part, on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If any of the analysts who cover us change their recommendation regarding our common stock adversely, provide more favorable relative recommendations about our competitors or publish inaccurate or unfavorable research about our business, the market price of our common stock would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our securities could decrease, which could cause the market price and trading volume of our common stock to decline.

We do not intend to pay dividends for the foreseeable future.

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, stockholders must rely on sales of their common stock after price appreciation, if any, as the only way to realize any future gains on their investment in our common stock.

6870

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Use of Proceeds

On July 26, 2021, we completed our IPO. The offer and sale of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-257205), which was declared effective by the SEC on July 21, 2021. There has been no material change in the use of the IPO proceeds as described in our final prospectus filed with the SEC on July 22, 2021, pursuant to Rule 424(b) of the Securities Act and other periodic reports previously filed with the SEC.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

On ~~March~~May 121, 2025, during the quarter ended ~~April~~July 3031, 2025, ~~Jeff~~Margaret ~~Epstein~~Chow, aSVP, ~~member~~Chief ofLegal ~~our~~Officer ~~board~~and ofofficer ~~directors~~as defined in Rule 16a-1(f), terminated a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K, Item 408. The trading arrangement was adopted on ~~March~~September 1117, 2024 and was intended to satisfy the affirmative defense in Rule 10b5-1(c).

No other directors or officers (as defined in Section 16 under the Exchange Act) informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, during the last fiscal quarter.

6971

Table of Contents

Item 6. Exhibits

ExhibitNumber

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

10.1*

Separation Agreement and Release, effective as of February 25, 2025, by and between Couchbase, Inc. and Gregory Henry

2.1*

Agreement and Plan of Merger, dated June 20, 2025, among Cascade Parent Inc., Cascade Merger Sub Inc. and Couchbase, Inc.

8-K

001-40601

2.1

June 20, 2025

10.2*^

Service Provider Agreement, effective as of February 25, 2025, by and between Couchbase, Inc. and Gregory Henry

4.1*

Form of Haveli Voting Agreement, dated June 20, 2025, among Couchbase, Inc. and certain stockholders of Couchbase, Inc.

8-K

001-40601

10.1

June 20, 2025

4.2*

Form of Voting Agreement, dated June 20, 2025, among Couchbase, Inc. and certain stockholders of Couchbase, Inc.

8-K

001-40601

10.2

June 20, 2025

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1#

Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101) - the cover page interactive data is embedded within the Inline XBRL document or included within the Exhibit 101 attachments.

______________________

*						~~Indicates~~Schedules ~~management~~and ~~contract~~exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Couchbase will furnish supplementally a copy of any omitted schedule or ~~compensatory~~exhibit ~~plan~~to the SEC upon request. Couchbase may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
#						The certifications attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of Couchbase, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
^						Certain portions of these agreements have been omitted to preserve the confidentiality of such information. The Company will furnish copies of any such information to the SEC upon request.

7072

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COUCHBASE, INC.
Date: June 4, 2025
Date: September 4, 2025
	By:	/s/ MATTHEW M. CAIN
		Matthew M. Cain
		Chair, President and Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ BILL CAREY
		Bill Carey
		Vice President, Interim Chief Financial Officer, and Chief Accounting Officer
		(Principal Financial Officer & Principal Accounting Officer)

7173

Filing Compare · Couchbase, Inc.