Accessibility StatementSkip Navigation About Couchbase As industries race to embrace AI, traditional database solutions fall short of rising demands for versatility, performance and affordability. Couchbase is seizing the opportunity to lead with Capella, the developer data platform architected for critical applications in our AI world. By uniting transactional, analytical, mobile and AI workloads into a seamless, fully managed solution, Couchbase empowers developers and enterprises to build and scale appli ...

[Part I. Financial Information](index=7&type=section&id=Part%20I.%20Financial%20Information) Details the company's unaudited financial statements, management's analysis, and market risk disclosures [Item 1. Financial Statements (unaudited)](index=7&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements and accompanying notes for the period [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Summarizes the company's assets, liabilities, and stockholders' equity at specific points in time Key Balance Sheet Metrics | Metric (in thousands) | July 31, 2025 | January 31, 2025 | | :-------------------- | :------------ | :--------------- | | Total Assets | $250,434 | $260,598 | | Total Liabilities | $126,425 | $132,982 | | Total Stockholders' Equity | $124,009 | $127,616 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Reports the company's revenues, expenses, and net loss over specific periods Key Operational Metrics | Metric (in thousands) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Revenue | $57,566 | $51,589 | $114,089 | $102,916 | | Net Loss | $(23,786) | $(19,895) | $(41,465) | $(40,890) | | Net Loss Per Share | $(0.43) | $(0.39) | $(0.77) | $(0.81) | - **Total revenue increased by 12%** for the three months and **11%** for the six months ended July 31, 2025, compared to the respective prior periods[23](index=23&type=chunk) - **Net loss increased** for both the three-month and six-month periods ended July 31, 2025, compared to the prior year, indicating higher losses[23](index=23&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Details the net loss and other comprehensive loss items for the reported periods Comprehensive Loss Summary | Metric (in thousands) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(23,786) | $(19,895) | $(41,465) | $(40,890) | | Total comprehensive loss | $(23,988) | $(19,653) | $(41,583) | $(40,919) | [Condensed Consolidated Statements of Stockholders' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Outlines the changes in stockholders' equity between reporting periods Key Stockholders' Equity Components | Metric (in thousands) | As of July 31, 2025 | As of January 31, 2025 | | :-------------------- | :------------------ | :--------------------- | | Additional Paid-In Capital | $730,788 | $692,812 | | Accumulated Deficit | $(606,777) | $(565,312) | | Total Stockholders' Equity | $124,009 | $127,616 | - The **accumulated deficit increased significantly** from January 31, 2025, to July 31, 2025, reflecting ongoing net losses[28](index=28&type=chunk)[30](index=30&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash movements from operating, investing, and financing activities Cash Flow Summary | Cash Flow Activity (in thousands) | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(10,252) | $(3,291) | | Net cash provided by investing activities | $13,230 | $18,277 | | Net cash provided by financing activities | $10,278 | $5,931 | | Cash, cash equivalents and restricted cash (End of period) | $44,110 | $62,607 | - **Cash used in operating activities increased significantly** in the first six months of 2025 compared to 2024, indicating higher operational cash burn[33](index=33&type=chunk) - **Cash provided by financing activities increased**, primarily due to proceeds from stock option exercises and ESPP issuances[33](index=33&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations of the company's accounting policies and financial statement components [1. Description of Business](index=13&type=section&id=1.%20Description%20of%20Business) Describes the company's core business, platform offerings, and recent merger agreement - Couchbase, Inc provides a unified, AI-ready solution on a single purpose-built platform for intelligent applications across cloud, on-premises, and edge environments[36](index=36&type=chunk) - The company entered into a **Merger Agreement** on June 20, 2025, with Cascade Parent Inc (an affiliate of Haveli Investments, L.P.)[37](index=37&type=chunk) - Each outstanding share of common stock will be converted into the right to receive **$24.50 in cash** upon the merger's effective time, which is expected to close by the end of calendar year 2025, subject to stockholder and regulatory approval[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) [2. Basis of Presentation and Summary of Significant Accounting Policies](index=13&type=section&id=2.%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the accounting principles and policies used in preparing the financial statements - The financial statements are unaudited and prepared in accordance with GAAP and SEC interim reporting rules, with a fiscal year ending January 31[42](index=42&type=chunk)[44](index=44&type=chunk) - The company operates as a **single operating and reportable segment**, with the CEO as the chief operating decision maker[47](index=47&type=chunk) - ASU No 2023-07, 'Segment Reporting,' was adopted retrospectively for fiscal year ended January 31, 2025, expanding segment disclosures[52](index=52&type=chunk)[53](index=53&type=chunk) - New accounting pronouncements not yet adopted include ASU No 2023-09 (Income Taxes), ASU No 2024-03 (Expense Disaggregation Disclosures), and ASU No 2025-05 (Credit Losses for Accounts Receivable), with evaluations ongoing for material impact[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) [3. Cash Equivalents and Short-Term Investments](index=15&type=section&id=3.%20Cash%20Equivalents%20and%20Short-Term%20Investments) Details the composition and fair value of cash equivalents and short-term investments Investment Portfolio Summary | Category (in thousands) | Amortized Cost (July 31, 2025) | Estimated Fair Value (July 31, 2025) | | :---------------------- | :----------------------------- | :----------------------------------- | | Money market funds | $27,024 | $27,024 | | U.S. government treasury securities | $74,368 | $74,375 | | Corporate debt securities | $23,746 | $23,737 | | **Total** | **$125,138** | **$125,136** | - As of July 31, 2025, short-term investments included **$82.2 million due within one year** and **$15.9 million due after one year** through two years[59](index=59&type=chunk) - The company had 14 short-term investments in an unrealized loss position totaling **$37k** as of July 31, 2025, which were determined not to be credit-related[60](index=60&type=chunk) [4. Fair Value Measurements](index=16&type=section&id=4.%20Fair%20Value%20Measurements) Explains the methodology for measuring financial assets and liabilities at fair value - Fair value measurements are categorized into a three-tiered hierarchy: **Level 1** for quoted prices in active markets, **Level 2** for observable inputs other than Level 1 prices, and **Level 3** for unobservable inputs[62](index=62&type=chunk)[64](index=64&type=chunk) Fair Value Hierarchy | Category (in thousands) | Level 1 (July 31, 2025) | Level 2 (July 31, 2025) | Total (July 31, 2025) | | :---------------------- | :---------------------- | :---------------------- | :-------------------- | | Money market funds | $27,024 | $— | $27,024 | | U.S. government treasury securities | $— | $74,375 | $74,375 | | Corporate debt securities | $— | $23,737 | $23,737 | | **Total** | **$27,024** | **$98,112** | **$125,136** | [5. Balance Sheet Components](index=18&type=section&id=5.%20Balance%20Sheet%20Components) Provides a detailed breakdown of selected balance sheet accounts Selected Balance Sheet Data | Metric (in thousands) | July 31, 2025 | January 31, 2025 | | :-------------------- | :------------ | :--------------- | | Prepaid expenses and other current assets | $9,493 | $15,206 | | Property and equipment, net | $11,110 | $7,214 | | Accrued compensation and benefits | $16,605 | $21,091 | | Other accrued liabilities | $8,095 | $8,443 | - **Property and equipment, net, increased by $3,896k** from January 31, 2025, to July 31, 2025[66](index=66&type=chunk) - **Accrued compensation and benefits decreased by $4,486k**, primarily due to the timing of bonus and commission payments[67](index=67&type=chunk) [6. Deferred Revenue and Remaining Performance Obligations](index=19&type=section&id=6.%20Deferred%20Revenue%20and%20Remaining%20Performance%20Obligations) Discloses information on deferred revenue balances and future revenue commitments - **Deferred revenue decreased** from $96.9 million as of January 31, 2025, to **$89.0 million** as of July 31, 2025[69](index=69&type=chunk) - Approximately **62% of the total revenue** recognized during the six months ended July 31, 2025, originated from deferred revenue at the beginning of the period[69](index=69&type=chunk) - **Remaining performance obligations (RPOs) totaled $270.7 million** as of July 31, 2025, with **$160.3 million** expected to be recognized as revenue over the next 12 months[71](index=71&type=chunk) [7. Debt](index=19&type=section&id=7.%20Debt) Describes the company's credit facilities and debt obligations - As of July 31, 2025, the company had **no outstanding debt** under its $25.0 million Credit Facility with MUFG Bank, Ltd[72](index=72&type=chunk) - Outstanding letters of credit totaled **$0.9 million** against the Credit Facility's sublimit[72](index=72&type=chunk) - The company was in **compliance with all financial covenants** of the Credit Facility as of July 31, 2025[73](index=73&type=chunk) [8. Leases](index=19&type=section&id=8.%20Leases) Details the company's lease costs, liabilities, and related terms Lease Costs | Lease Cost (in thousands) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease costs | $584 | $765 | $1,304 | $1,530 | | Variable lease costs | $127 | $164 | $626 | $321 | | Short-term lease costs | $104 | $125 | $237 | $248 | - The weighted-average remaining lease term for operating leases was **5.7 years** as of July 31, 2025, with a weighted-average discount rate of **7.5%**[75](index=75&type=chunk) Remaining Lease Liabilities | Remaining Maturities of Operating Lease Liabilities (in thousands) | Amount | | :------------------------------------------------- | :----- | | Total lease payments | $10,791 | | Less: imputed interest | $(2,607) | | **Total** | **$8,184** | [9. Commitments and Contingencies](index=20&type=section&id=9.%20Commitments%20and%20Contingencies) Outlines contractual commitments and potential liabilities from legal proceedings - Other contractual commitments include third-party cloud infrastructure agreements and subscription arrangements[76](index=76&type=chunk) - Two complaints were filed on August 14, 2025, alleging the **Proxy Statement for the proposed Merger is materially incomplete** and asserting claims for negligent misrepresentation, concealment, and negligence[78](index=78&type=chunk) - The company believes the **merger-related complaints are without merit** and cannot reasonably estimate any possible financial loss at this stage[79](index=79&type=chunk) [10. Stockholders' Equity and Employee Incentive Plans](index=21&type=section&id=10.%20Stockholders'%20Equity%20and%20Employee%20Incentive%20Plans) Provides details on common stock, equity plans, and stock-based compensation expense - As of July 31, 2025, **55,248,577 shares of common stock** were issued and outstanding[21](index=21&type=chunk) - Total shares reserved for future issuance under various plans (stock options, RSUs, ESPP, warrants) amounted to **15,784,542** as of July 31, 2025[83](index=83&type=chunk) Stock-Based Compensation Expense | Stock-Based Compensation Expense (in thousands) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :---------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total stock-based compensation expense | $14,099 | $16,156 | $27,483 | $30,783 | [11. Income Taxes](index=24&type=section&id=11.%20Income%20Taxes) Explains the components of income tax expense and the status of deferred tax assets - Income tax expense for the six months ended July 31, 2025, was **$871k**, primarily from foreign jurisdictions[99](index=99&type=chunk) - A **full valuation allowance** is maintained on U.S. domestic deferred tax assets due to historical losses[99](index=99&type=chunk) - The recently enacted One Big Beautiful Bill Act (OBBBA) tax reform is **not expected to have a material effect** on the condensed consolidated financial statements[100](index=100&type=chunk) [12. Geographic Information](index=24&type=section&id=12.%20Geographic%20Information) Breaks down revenue and long-lived assets by geographic region Revenue by Geography | Geographic Area | Six Months Ended July 31, 2025 (in thousands) | Six Months Ended July 31, 2024 (in thousands) | | :---------------- | :-------------------------------------------- | :-------------------------------------------- | | United States | $76,128 | $68,684 | | International | $37,961 | $34,232 | | **Total** | **$114,089** | **$102,916** | - The majority of the company's long-lived assets are located in the **United States**, with one foreign country accounting for **56% of right-of-use assets**[102](index=102&type=chunk) [13. Net Loss per Share](index=24&type=section&id=13.%20Net%20Loss%20per%20Share) Presents the calculation of basic and diluted net loss per share Net Loss Per Share Calculation | Metric (in thousands, except per share data) | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(41,465) | $(40,890) | | Weighted-average shares | 54,185 | 50,311 | | Net loss per share, basic and diluted | $(0.77) | $(0.81) | - **Potentially dilutive securities**, including stock options, RSUs, ESPP rights, and common stock warrants, were excluded from diluted net loss per share calculation as their inclusion would have been anti-dilutive[105](index=105&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Provides management's perspective on financial performance, business trends, and liquidity [Overview](index=26&type=section&id=Overview) Summarizes the company's business focus, recent performance, and the pending merger agreement - Couchbase is positioned as a developer data platform for critical AI-driven applications, offering a unified, AI-ready solution across cloud, on-premises, and edge environments[108](index=108&type=chunk)[111](index=111&type=chunk) Key Performance Metrics | Metric (in millions) | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------- | :----------------------------- | :----------------------------- | | Revenue | $114.1 | $102.9 | | ARR | $260.5 | $214.0 | - The company's **revenue grew by 12%** and **Annual Recurring Revenue (ARR) grew by 22%** period-over-period for the six months ended July 31, 2025[114](index=114&type=chunk) - Couchbase entered into a **Merger Agreement** with Haveli Investments, L.P. on June 20, 2025[115](index=115&type=chunk) [Our Business Model](index=27&type=section&id=Our%20Business%20Model) Explains the company's revenue streams and go-to-market strategy - **Subscription revenue accounts for 97% of total revenue** for the six months ended July 31, 2025, primarily from term-based software licenses and consumption-based DBaaS[116](index=116&type=chunk)[117](index=117&type=chunk) - **Services revenue**, derived from professional services and training, constituted **3% of total revenue** for the six months ended July 31, 2025[119](index=119&type=chunk) - The go-to-market strategy includes direct sales to large enterprises ('sell-to') and targeting application developers ('buy-from'), complemented by a growing partner ecosystem[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) [Impact of Macroeconomic Conditions](index=28&type=section&id=Impact%20of%20Macroeconomic%20Conditions) Discusses the effects of the current economic environment on business operations - Current macroeconomic conditions have led to **longer deal cycles**, increased budget scrutiny, slower product migrations, and smaller purchase increments from customers[124](index=124&type=chunk) - The duration and extent of these macroeconomic effects on the company's business and financial results remain **highly uncertain**[125](index=125&type=chunk) [Factors Affecting Our Performance](index=28&type=section&id=Factors%20Affecting%20Our%20Performance) Identifies key drivers of business performance, including customer acquisition and expansion - Key performance drivers include **acquiring new customers**, particularly through Couchbase Capella, and **expanding within existing customers**[126](index=126&type=chunk)[127](index=127&type=chunk) - The company has demonstrated successful expansion, with a **dollar-based net retention rate exceeding 115%** in six of the past eight quarters[127](index=127&type=chunk) - Continued investment in product offerings, personnel, geographic presence, and infrastructure is expected to drive future growth[129](index=129&type=chunk) [Key Business Metrics](index=29&type=section&id=Key%20Business%20Metrics) Presents key operational metrics such as Annual Recurring Revenue (ARR) and customer counts Annual Recurring Revenue (ARR) | Metric (in millions) | As of July 31, 2025 | As of July 31, 2024 | | :------------------- | :------------------ | :------------------ | | Capella ARR | $48.7 | $28.9 | | Total ARR | $260.5 | $214.0 | Customer Counts | Metric | As of July 31, 2025 | As of July 31, 2024 | | :---------------- | :------------------ | :------------------ | | Capella Customers | 326 | 273 | | Total Customers | 952 | 869 | - **Total ARR grew by 22%** year-over-year, and **Capella ARR saw a significant increase**, reflecting strong growth in the DBaaS offering[132](index=132&type=chunk) [Non-GAAP Financial Measures](index=30&type=section&id=Non-GAAP%20Financial%20Measures) Defines and reconciles non-GAAP financial measures to their GAAP counterparts - Non-GAAP financial measures exclude stock-based compensation, employer taxes on employee stock transactions, restructuring charges, and other specific items[136](index=136&type=chunk) Non-GAAP Performance Summary | Non-GAAP Metric (in thousands) | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :----------------------------- | :----------------------------- | :----------------------------- | | Non-GAAP gross profit | $100,887 | $91,686 | | Non-GAAP gross margin | 88.4% | 89.1% | | Non-GAAP operating loss | $(6,827) | $(10,798) | | Non-GAAP operating margin | (6)% | (10)% | | Non-GAAP net loss | $(4,045) | $(8,100) | | Non-GAAP net loss per share | $(0.07) | $(0.16) | | Free cash flow | $(15,961) | $(5,353) | - **Non-GAAP operating loss and net loss improved** for the six months ended July 31, 2025, compared to the prior year, while **free cash flow became more negative**[140](index=140&type=chunk)[142](index=142&type=chunk)[144](index=144&type=chunk) [Components of Results of Operations](index=32&type=section&id=Components%20of%20Results%20of%20Operations) Describes the primary components of the company's revenue and expenses - Revenue is primarily derived from **subscription sales** (term-based software licenses and consumption-based DBaaS) and services[145](index=145&type=chunk)[146](index=146&type=chunk) - Cost of subscription revenue includes personnel, software, third-party cloud infrastructure, and amortization, expected to increase with subscription revenue growth[148](index=148&type=chunk) - **Gross margin is expected to decline over time** as revenue from the DBaaS offering increases as a percentage of total revenue[150](index=150&type=chunk) - Operating expenses are expected to **increase in absolute dollars** due to continued investment in growth, but decrease as a percentage of revenue over the long term[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) - Business development activities expenses primarily consist of legal and professional service fees related to corporate development strategies, including the proposed acquisition by Haveli[155](index=155&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Provides a detailed comparative analysis of operating results for the reported periods Revenue Breakdown | Revenue (in thousands) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | License | $5,065 | $5,242 | $14,073 | $12,101 | | Support and other | $50,303 | $44,051 | $96,138 | $86,230 | | Total subscription revenue | $55,368 | $49,293 | $110,211 | $98,331 | | Services | $2,198 | $2,296 | $3,878 | $4,585 | | **Total revenue** | **$57,566** | **$51,589** | **$114,089** | **$102,916** | - **Total subscription revenue increased by 12%** for both the three and six months ended July 31, 2025, primarily driven by growth from existing customers[162](index=162&type=chunk)[163](index=163&type=chunk) - **Cost of subscription revenue increased by 33% and 35%** for the three and six months ended July 31, 2025, respectively, mainly due to higher computing infrastructure costs for Couchbase Capella[167](index=167&type=chunk)[168](index=168&type=chunk) - **Gross margin decreased slightly** to 87.2% (3 months) and 87.6% (6 months) in 2025, primarily due to changes in revenue mix and higher DBaaS costs[170](index=170&type=chunk) - **Business development activities expenses significantly increased** to $7.8 million (3 months) and $8.5 million (6 months) in 2025, driven by fees related to corporate development[179](index=179&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's cash position, cash flows, and capital requirements - As of July 31, 2025, the company had an **accumulated deficit of $606.8 million** and **$142.2 million in cash, cash equivalents, and short-term investments**[184](index=184&type=chunk)[185](index=185&type=chunk) - Management believes existing cash and available borrowing capacity will be **sufficient for the next 12 months**, despite expected continued losses[185](index=185&type=chunk) - **Remaining performance obligations totaled $270.7 million** as of July 31, 2025, with $160.3 million expected to be recognized over the next 12 months[187](index=187&type=chunk) Cash Flow Summary | Cash Flow Activity (in thousands) | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(10,252) | $(3,291) | | Net cash provided by investing activities | $13,230 | $18,277 | | Net cash provided by financing activities | $10,278 | $5,931 | - **Cash used in operating activities increased significantly** in 2025 due to net loss, increased deferred commissions, and decreased deferred revenue[189](index=189&type=chunk) - No material changes in contractual obligations and commitments have occurred since January 31, 2025, outside the ordinary course of business[196](index=196&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Outlines the company's exposure to interest rate and foreign currency exchange risks - The company's primary market risk exposures are fluctuations in **interest rates** and **foreign currency exchange rates**[200](index=200&type=chunk) - Due to the short-term nature of its investment portfolio, an immediate **10% change in interest rates is not expected to materially affect results**[201](index=201&type=chunk) - The company does not currently engage in foreign currency hedging, and a hypothetical **10% change in the U.S. Dollar's value is not expected to have a material impact**[203](index=203&type=chunk)[204](index=204&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Reports on the effectiveness of the company's disclosure controls and internal financial reporting controls - The Chief Executive Officer and Interim Chief Financial Officer concluded that **disclosure controls and procedures were effective** at the reasonable assurance level as of July 31, 2025[206](index=206&type=chunk) - **No changes in internal control over financial reporting** materially affected, or are reasonably likely to materially affect, internal control during the quarter[207](index=207&type=chunk) - Management acknowledges the inherent limitations of control systems, which provide **reasonable, not absolute, assurance** against errors and fraud[208](index=208&type=chunk) [Part II. Other Information](index=43&type=section&id=Part%20II.%20Other%20Information) Contains other required disclosures, including legal proceedings, risk factors, and exhibits [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) Discloses details of pending legal matters, including merger-related litigation - The company is a party to various legal matters and threatened claims in the normal course of business[210](index=210&type=chunk) - Two complaints were filed on August 14, 2025, alleging the **Proxy Statement for the Merger is materially incomplete** and asserting claims for negligent misrepresentation, concealment, and negligence[211](index=211&type=chunk) - The defendants believe the **merger-related complaints are without merit** and deny the allegations, stating they cannot reasonably estimate the amount of any possible financial loss[211](index=211&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) Outlines significant risks that could adversely affect the company's business and financial results [Risks Related to the Pending Merger](index=43&type=section&id=Risks%20Related%20to%20the%20Pending%20Merger) Details risks associated with the successful completion and consequences of the pending merger - The pendency of the merger could adversely affect business operations, and **failure to complete the merger could harm financial condition and stock price**[214](index=214&type=chunk) - Risks include failure to obtain stockholder approval or regulatory clearances, and the possibility of a **Company Material Adverse Effect** preventing closing[215](index=215&type=chunk) - If the merger is not completed, consequences could include a **decrease in stock price**, adverse impact on customer/partner relationships, and the requirement to pay a termination fee[216](index=216&type=chunk)[218](index=218&type=chunk) - **Litigation related to the merger** could be costly, time-consuming, divert management's attention, and potentially prevent or delay the merger's consummation[220](index=220&type=chunk) [Risks Related to Our Industry and Business](index=45&type=section&id=Risks%20Related%20to%20Our%20Industry%20and%20Business) Covers risks from competition, innovation, economic conditions, and operational challenges - The company has a **history of net losses**, with an accumulated deficit of **$606.8 million** as of July 31, 2025, and expects to continue incurring losses[222](index=222&type=chunk) - The market is **highly competitive and evolving**, with competition from legacy database providers, NoSQL offerings, and cloud infrastructure providers[226](index=226&type=chunk)[227](index=227&type=chunk) - **Failure to innovate** in response to changing customer needs, new technologies, or market requirements could harm the business[236](index=236&type=chunk) - **Real or perceived errors, failures, or bugs** in products could adversely affect growth prospects, business, and financial results[253](index=253&type=chunk)[254](index=254&type=chunk)[255](index=255&type=chunk) - **International operations** expose the company to additional costs and risks, including differing regulations, currency fluctuations, and geopolitical instability[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) - The use of **AI in products and services**, combined with an evolving regulatory environment, may result in reputational harm or liability[276](index=276&type=chunk)[277](index=277&type=chunk) - **Economic downturns** can lead to longer deal cycles, increased budget scrutiny, and reduced customer spending on IT offerings[278](index=278&type=chunk)[279](index=279&type=chunk)[280](index=280&type=chunk) [Risks Related to Our Dependence on Third Parties](index=57&type=section&id=Risks%20Related%20to%20Our%20Dependence%20on%20Third%20Parties) Discusses risks associated with reliance on partners and third-party service providers - The company's success depends on maintaining successful relationships with **partners** (e.g, CSPs, resellers); failure to do so could harm business[284](index=284&type=chunk)[285](index=285&type=chunk) - Reliance on **third-party service providers** for cloud hosting and other systems means any disruptions could harm business operations[286](index=286&type=chunk) - Publicly referenced estimates and information from third-party sources are **not independently verified**, and any inaccuracies could harm the company's reputation[287](index=287&type=chunk)[288](index=288&type=chunk) [Risks Related to Our Open Source and Intellectual Property](index=58&type=section&id=Risks%20Related%20to%20Our%20Open%20Source%20and%20Intellectual%20Property) Outlines risks concerning the use of open source software and protection of IP rights - The use of **third-party open source software** could lead to vulnerabilities, litigation, and competitive disadvantages[290](index=290&type=chunk)[291](index=291&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) - The distribution and licensing model may negatively affect the ability to **monetize and protect intellectual property rights**[295](index=295&type=chunk)[296](index=296&type=chunk) - **Substantial costs** may be incurred in obtaining, maintaining, protecting, and enforcing intellectual property rights[297](index=297&type=chunk)[298](index=298&type=chunk)[301](index=301&type=chunk)[302](index=302&type=chunk) - The company may become subject to **intellectual property disputes**, which can be costly to defend and lead to significant liability[303](index=303&type=chunk)[305](index=305&type=chunk)[306](index=306&type=chunk) [Risks Related to Our Legal and Regulatory Environment](index=62&type=section&id=Risks%20Related%20to%20Our%20Legal%20and%20Regulatory%20Environment) Covers risks from data privacy laws, cybersecurity threats, and tax regulations - The business is subject to a wide range of **evolving laws and regulations**; non-compliance could lead to investigations and fines[309](index=309&type=chunk)[310](index=310&type=chunk)[311](index=311&type=chunk) - **Security breaches or unauthorized access** to data could harm the company's reputation, lead to customer loss, and result in significant financial liabilities[312](index=312&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk)[315](index=315&type=chunk)[316](index=316&type=chunk)[317](index=317&type=chunk) - Failure to comply with U.S. and foreign **data protection and privacy laws** (e.g, GDPR, CCPA) could result in significant fines and lawsuits[319](index=319&type=chunk)[320](index=320&type=chunk)[321](index=321&type=chunk)[322](index=322&type=chunk)[323](index=323&type=chunk)[324](index=324&type=chunk)[325](index=325&type=chunk)[326](index=326&type=chunk)[327](index=327&type=chunk)[328](index=328&type=chunk)[329](index=329&type=chunk) - International operations may subject the company to **greater than anticipated tax liabilities** due to changes in tax laws[341](index=341&type=chunk)[342](index=342&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk) - The company's ability to use its **net operating losses (NOLs)** may be limited by future taxable income or ownership changes[345](index=345&type=chunk)[347](index=347&type=chunk)[348](index=348&type=chunk) - Failure to maintain **proper and effective internal control** over financial reporting could adversely affect investor confidence[354](index=354&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk) [Risks Related to Ownership of Our Common Stock and Governance Matters](index=71&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Common%20Stock%20and%20Governance%20Matters) Details risks for stockholders, including stock price volatility and corporate governance provisions - Operating as a public company incurs **substantial costs** and requires significant management attention[357](index=357&type=chunk)[359](index=359&type=chunk) - The **concentration of outstanding common stock** among insiders limits the ability of other stockholders to influence important transactions[360](index=360&type=chunk) - The **market price of common stock may continue to be volatile** due to various factors, potentially leading to investment losses[361](index=361&type=chunk)[362](index=362&type=chunk) - Delaware law and provisions in the company's charter and bylaws could **make a merger, tender offer, or proxy contest difficult**[366](index=366&type=chunk)[367](index=367&type=chunk) - The company **does not intend to pay dividends** for the foreseeable future, requiring stockholders to rely on stock price appreciation for any gains[371](index=371&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=75&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Confirms no unregistered sales of equity and no material change in IPO proceeds use - There were **no unregistered sales of equity securities** during the period[372](index=372&type=chunk) - There has been **no material change in the use of IPO proceeds** as described in the final prospectus filed on July 22, 2021[373](index=373&type=chunk) [Item 3. Defaults Upon Senior Securities](index=75&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) States that no defaults upon senior securities occurred during the period - There were **no defaults upon senior securities**[374](index=374&type=chunk) [Item 4. Mine Safety Disclosures](index=75&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Indicates that mine safety disclosures are not applicable - Mine Safety Disclosures are **not applicable** to the company[375](index=375&type=chunk) [Item 5. Other Information](index=75&type=section&id=Item%205.%20Other%20Information) Reports on changes to executive trading plans under Rule 10b5-1 - Margaret Chow, SVP, Chief Legal Officer, **terminated a Rule 10b5-1 trading arrangement** on May 1, 2025[376](index=376&type=chunk) - No other directors or officers reported the adoption, modification, or termination of Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the last fiscal quarter[377](index=377&type=chunk) [Item 6. Exhibits](index=76&type=section&id=Item%206.%20Exhibits) Lists the exhibits filed with the report - Key exhibits include the Agreement and Plan of Merger (Exhibit 2.1), Form of Haveli Voting Agreement (Exhibit 4.1), Form of Voting Agreement (Exhibit 4.2), and certifications (Exhibits 31.1, 31.2, 32.1)[379](index=379&type=chunk) [Signatures](index=77&type=section&id=Signatures) Confirms the report has been duly signed by authorized officers - The report is signed by Matthew M Cain, Chair, President and Chief Executive Officer, and Bill Carey, Vice President, Interim Chief Financial Officer, and Chief Accounting Officer[384](index=384&type=chunk)

Core Insights - Couchbase, Inc. reported revenue of $57.57 million for the quarter ended July 2025, marking an 11.6% year-over-year increase [1] - The earnings per share (EPS) for the same period was -$0.02, an improvement from -$0.06 a year ago [1] - The reported revenue exceeded the Zacks Consensus Estimate of $54.74 million by 5.17% [1] - The company achieved an EPS surprise of 66.67%, compared to the consensus EPS estimate of -$0.06 [1] Key Metrics - Annual Recurring Revenue (ARR) reached $260.5 million, surpassing the average estimate of $257.7 million from six analysts [4] - Total subscription revenue was reported at $55.37 million, exceeding the average estimate of $52.88 million, reflecting a year-over-year increase of 12.3% [4] - Revenue from services was $2.2 million, compared to the average estimate of $1.86 million, but showed a year-over-year decline of 4.3% [4] Stock Performance - Couchbase shares returned +0.5% over the past month, while the Zacks S&P 500 composite increased by +3% [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the broader market in the near term [3]

Core Insights - Couchbase, Inc. reported a quarterly loss of $0.02 per share, better than the Zacks Consensus Estimate of a loss of $0.06, marking an earnings surprise of +66.67% [1] - The company achieved revenues of $57.57 million for the quarter ended July 2025, exceeding the Zacks Consensus Estimate by 5.17% and showing a year-over-year increase from $51.59 million [2] - Couchbase shares have increased approximately 56.5% year-to-date, significantly outperforming the S&P 500's gain of 9.1% [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is -$0.04 on revenues of $57.64 million, while for the current fiscal year, it is -$0.15 on revenues of $230.2 million [7] - The estimate revisions trend for Couchbase was mixed prior to the earnings release, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market [6] Industry Context - The Internet - Software industry, to which Couchbase belongs, is currently ranked in the top 27% of over 250 Zacks industries, suggesting a favorable outlook compared to lower-ranked industries [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

[Second Quarter Fiscal 2026 Overview](index=1&type=section&id=Second%20Quarter%20Fiscal%202026%20Overview) [Q2 FY2026 Financial Highlights](index=1&type=section&id=Q2%20FY2026%20Financial%20Highlights) Couchbase reported strong financial results for Q2 FY2026, exceeding outlooks with 12% year-over-year revenue growth and 22% ARR growth, while non-GAAP operating loss improved and Net Retention Rate returned to over 115% Q2 FY2026 Key Financial Highlights | Metric | Q2 FY2026 (Millions) | Q2 FY2025 (Millions) | YoY Change | | :-------------------------------- | :------------------- | :------------------- | :--------- | | Total Revenue | $57.6 | $51.6 | +12% | | Subscription Revenue | $55.4 | $49.3 | +12% | | Total ARR (as of July 31, 2025) | $260.5 | $214.0 | +22% (21% CC) | | GAAP Gross Margin | 87.2% | 87.5% | -0.3 pp | | Non-GAAP Gross Margin | 88.2% | 88.3% | -0.1 pp | | GAAP Loss from Operations | $(25.4) | $(21.0) | +$4.4M | | Non-GAAP Operating Loss | $(2.6) | $(4.1) | -$1.5M | | Cash Flow Used in Operating Activities | $(3.5) | $(4.9) | -$1.4M | | Negative Free Cash Flow | $(7.3) | $(5.9) | +$1.4M | | Remaining Performance Obligations (RPO) | $270.7 | $216.6 | +25% | | Net Retention Rate (NRR) | >115% | N/A | Returned to >115% | [Recent Business Highlights](index=1&type=section&id=Recent%20Business%20Highlights) Couchbase expanded its product offerings and strategic partnerships, introducing Enterprise Analytics for self-managed customers and enhancing its ecosystem with AWS and Google to accelerate AI agent adoption - Introduced Enterprise Analytics for self-managed customers, enabling real-time JSON-native analytics on-prem, in the cloud, or within Couchbase Capella for faster decision-making without impacting operational workloads[4](index=4&type=chunk) - Expanded ecosystem partnerships with AWS and Google to accelerate AI agent adoption, launching Capella in the AWS Marketplace AI Agents and Tools category and gaining official support in Google's MCP Toolbox for Databases[4](index=4&type=chunk) - Announced partnership with K2view to generate synthetic data for building AI applications, addressing challenges in accessing safe, representative, and compliant datasets for AI model training and testing[4](index=4&type=chunk) - Announced the fully managed Couchbase Connector for Confluent Cloud, simplifying bi-directional data movement and reducing operational overhead for real-time, event-driven applications[8](index=8&type=chunk) - Garnered multiple industry recognitions, including Database Trends and Applications' (DBTA) list of '100 Companies That Matter Most in Data' and a DBTA Readers' Choice Award[8](index=8&type=chunk) [Strategic Corporate Developments](index=2&type=section&id=Strategic%20Corporate%20Developments) [Transaction with Haveli Investments](index=2&type=section&id=Transaction%20with%20Haveli%20Investments) Couchbase announced a definitive agreement to be acquired by Haveli Investments, as detailed in a separate press release and an 8-K filing, and will not host an earnings conference call or provide financial guidance due to this pending transaction - Couchbase has entered into a definitive agreement to be acquired by Haveli Investments, announced on June 20, 2025[5](index=5&type=chunk) - No earnings conference call or financial guidance will be provided in conjunction with this press release due to the announced transaction[5](index=5&type=chunk) [About Couchbase](index=2&type=section&id=About%20Couchbase) Couchbase positions itself as a developer data platform, Capella, designed for critical applications in an AI-driven world, aiming to lead by uniting transactional, analytical, mobile, and AI workloads into a seamless, fully managed solution - Couchbase offers Capella, a developer data platform architected for critical applications in the AI world, addressing demands for versatility, performance, and affordability[6](index=6&type=chunk) - The platform integrates transactional, analytical, mobile, and AI workloads into a seamless, fully managed solution, empowering developers to build and scale applications and AI agents[6](index=6&type=chunk) [GAAP Financial Statements](index=5&type=section&id=GAAP%20Financial%20Statements) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended July 31, 2025, Couchbase reported total revenue of **$57.6 million**, a 12% increase year-over-year, primarily driven by subscription revenue, though net loss widened to **$23.8 million** due to increased operating expenses Condensed Consolidated Statements of Operations (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :---------------------- | :--- | :--- | | Total Revenue | $57,566 | $51,589 | | Total Subscription Revenue | $55,368 | $49,293 | | Gross Profit | $50,225 | $45,126 | | Loss from Operations | $(25,404) | $(21,048) | | Net Loss | $(23,786) | $(19,895) | | Net Loss per Share (basic and diluted) | $(0.43) | $(0.39) | | Total Stock-Based Compensation Expense | $14,099 | $16,156 | Condensed Consolidated Statements of Operations (Six Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :---------------------- | :--- | :--- | | Total Revenue | $114,089 | $102,916 | | Total Subscription Revenue | $110,211 | $98,331 | | Gross Profit | $99,892 | $90,771 | | Loss from Operations | $(44,247) | $(43,588) | | Net Loss | $(41,465) | $(40,890) | | Net Loss per Share (basic and diluted) | $(0.77) | $(0.81) | | Total Stock-Based Compensation Expense | $27,483 | $30,783 | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of July 31, 2025, Couchbase's total assets decreased slightly to **$250.4 million** from **$260.6 million** at January 31, 2025, with cash and cash equivalents increasing while short-term investments and deferred revenue declined Condensed Consolidated Balance Sheets (as of July 31, 2025 vs. January 31, 2025, in thousands) | Metric | As of July 31, 2025 | As of January 31, 2025 | | :-------------------------- | :------------------ | :--------------------- | | Cash and Cash Equivalents | $44,110 | $30,536 | | Short-Term Investments | $98,112 | $116,635 | | Total Current Assets | $212,052 | $228,393 | | Total Assets | $250,434 | $260,598 | | Total Current Liabilities | $116,935 | $127,328 | | Total Liabilities | $126,425 | $132,982 | | Total Stockholders' Equity | $124,009 | $127,616 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended July 31, 2025, net cash used in operating activities decreased to **$3.5 million**, while investing activities provided **$11.8 million** and financing activities provided **$7.6 million**, resulting in a net increase in cash and cash equivalents Condensed Consolidated Statements of Cash Flows (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Net Cash Used in Operating Activities | $(3,469) | $(4,850) | | Net Cash Provided by Investing Activities | $11,848 | $14,582 | | Net Cash Provided by Financing Activities | $7,635 | $842 | | Net Increase in Cash, Cash Equivalents and Restricted Cash | $16,064 | $10,632 | | Cash, Cash Equivalents, and Restricted Cash at End of Period | $44,110 | $62,607 | Condensed Consolidated Statements of Cash Flows (Six Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Net Cash Used in Operating Activities | $(10,252) | $(3,291) | | Net Cash Provided by Investing Activities | $13,230 | $18,277 | | Net Cash Provided by Financing Activities | $10,278 | $5,931 | | Net Increase in Cash, Cash Equivalents and Restricted Cash | $13,574 | $20,713 | | Cash, Cash Equivalents, and Restricted Cash at End of Period | $44,110 | $62,607 | [Non-GAAP Measures and Key Business Metrics](index=3&type=section&id=Non-GAAP%20Measures%20and%20Key%20Business%20Metrics) [Use of Non-GAAP Financial Measures](index=3&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) Couchbase utilizes non-GAAP financial measures to provide investors with supplemental information for evaluating operating performance, excluding items like stock-based compensation and business development activities for consistency and comparability - Non-GAAP financial measures are used to evaluate ongoing operations, for internal planning and forecasting, and to provide consistency and comparability with past financial performance[9](index=9&type=chunk) - Non-GAAP gross profit, gross margin, operating loss, operating margin, net income (loss), and net income (loss) per share exclude stock-based compensation, employer payroll taxes on employee stock transactions, restructuring charges, impairment of capitalized internal-use software, and business development activities[10](index=10&type=chunk) - Free cash flow is defined as cash provided by or used in operating activities less additions to property and equipment, including capitalized internal-use software costs, serving as an indicator of liquidity[11](index=11&type=chunk) [Reconciliation of GAAP to Non-GAAP Results](index=8&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Results) The reconciliation tables demonstrate adjustments from GAAP to non-GAAP figures, primarily by excluding stock-based compensation and business development activities, resulting in significantly lower non-GAAP operating and net losses Reconciliation of GAAP to Non-GAAP Gross Profit (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :---------------------- | :--- | :--- | | GAAP Gross Profit | $50,225 | $45,126 | | Non-GAAP Gross Profit | $50,745 | $45,564 | | GAAP Gross Margin | 87.2% | 87.5% | | Non-GAAP Gross Margin | 88.2% | 88.3% | Reconciliation of GAAP to Non-GAAP Loss from Operations (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------- | :--- | :--- | | GAAP Loss from Operations | $(25,404) | $(21,048) | | Non-GAAP Loss from Operations | $(2,646) | $(4,101) | | GAAP Operating Margin | (44)% | (41)% | | Non-GAAP Operating Margin | (5)% | (8)% | Reconciliation of GAAP to Non-GAAP Net Loss and Free Cash Flow (Three Months Ended July 31, in thousands) | Metric | 2025 | 2024 | | :-------------------------- | :--- | :--- | | GAAP Net Loss | $(23,786) | $(19,895) | | Non-GAAP Net Loss | $(1,028) | $(2,948) | | GAAP Net Loss per Share | $(0.43) | $(0.39) | | Non-GAAP Net Loss per Share | $(0.02) | $(0.06) | | Net Cash Used in Operating Activities | $(3,469) | $(4,850) | | Free Cash Flow | $(7,318) | $(5,917) | [Key Business Metrics Definitions](index=3&type=section&id=Key%20Business%20Metrics%20Definitions) Couchbase defines Annual Recurring Revenue (ARR) as the annualized recurring revenue contractually received from customers over the subsequent 12 months, with specific calculations for Capella products, and Dollar-based Net Retention Rate (NRR) as the average of quarterly retention rates measuring ARR growth from existing customers - ARR is defined as the annualized recurring revenue contractually received from customers in the 12 months following a given date, excluding services revenue[14](index=14&type=chunk) - For Capella products, initial year ARR is the greater of contract revenue or annualized prior 90 days of actual consumption; subsequent years use annualized prior 90 days of actual consumption[14](index=14&type=chunk) - NRR for any period is the simple arithmetic average of quarterly dollar-based net retention rates for the four quarters ending with the most recent fiscal quarter, measuring ARR from existing customers[16](index=16&type=chunk) [Annual Recurring Revenue (ARR) Trend](index=10&type=section&id=Annual%20Recurring%20Revenue%20%28ARR%29%20Trend) Couchbase's Annual Recurring Revenue (ARR) has shown consistent growth, reaching **$260.5 million** as of July 31, 2025, reflecting a steady increase over the past several quarters Annual Recurring Revenue (ARR) Trend (in millions) | As of Date | ARR | | :---------- | :---- | | Oct 31, 2023 | $188.7 | | Jan 31, 2024 | $204.2 | | Apr 30, 2024 | $207.7 | | July 31, 2024 | $214.0 | | Oct 31, 2024 | $220.3 | | Jan 31, 2025 | $237.9 | | Apr 30, 2025 | $252.1 | | July 31, 2025 | $260.5 | [Legal and Contact Information](index=4&type=section&id=Legal%20and%20Contact%20Information) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section contains forward-looking statements regarding future events, financial performance, and the pending merger with Haveli Investments, highlighting inherent risks and uncertainties related to the merger's completion, market competition, and the company's ability to achieve profitability - The press release contains forward-looking statements based on management's beliefs and assumptions, covering expectations for the merger, client demand, product impact, market position, and strategies[18](index=18&type=chunk) - Forward-looking statements involve known and unknown risks and uncertainties, including those related to the timely completion of the merger, potential litigation, competitor response, and disruptions to business relationships[18](index=18&type=chunk) - Other risks include the company's history of net losses, ability to grow, intense competition, customer acquisition/retention, market evolution, and reliance on subscription revenue[18](index=18&type=chunk) [Investor and Media Contacts](index=4&type=section&id=Investor%20and%20Media%20Contacts) Contact information for investor relations and media inquiries is provided for Couchbase, Inc - Investor Contact: Edward Parker, ICR for Couchbase, IR@couchbase.com[20](index=20&type=chunk) - Media Contact: Amber Winans, Bhava Communications for Couchbase, CouchbasePR@couchbase.com[20](index=20&type=chunk)

Core Insights - Couchbase, Inc. reported strong financial results for the second quarter of fiscal 2026, with all metrics exceeding expectations [1][2] - The company is in the process of being acquired by Haveli Investments, which has influenced its financial reporting and guidance [4] Financial Highlights - Total revenue for the quarter was $57.6 million, representing a 12% year-over-year increase [6] - Subscription revenue was $55.4 million, also a 12% increase year-over-year [6] - Annual recurring revenue (ARR) reached $260.5 million, a 22% increase year-over-year [6] - Gross margin for the quarter was 87.2%, slightly down from 87.5% in the same quarter last year [6] - Loss from operations was $25.4 million, compared to $21.0 million in the prior year [6] - Cash flow used in operating activities was $3.5 million, an improvement from $4.9 million in the same quarter last year [6] Business Developments - Couchbase introduced Enterprise Analytics for self-managed customers, enhancing real-time analytics capabilities [6] - The company expanded partnerships with AWS and Google to promote AI agent adoption [6] - A partnership with K2view was announced to generate synthetic data for AI applications, addressing data privacy and compliance challenges [6] - The Couchbase Connector for Confluent Cloud was launched, simplifying data movement between platforms [6] - Couchbase received multiple industry recognitions, including being listed among "100 Companies That Matter Most in Data" by Database Trends and Applications [6]

Group 1 - The proposed sale of Couchbase, Inc. to Haveli Investments involves shareholders receiving $24.50 in cash for each share they own [1] - Kahn Swick & Foti, LLC is investigating whether the proposed transaction adequately values Couchbase and the process leading to this valuation [1] - The investigation is led by former Louisiana Attorney General Charles C. Foti, Jr. and aims to assess the fairness of the transaction [1] Group 2 - Kahn Swick & Foti, LLC offers a platform for shareholders to discuss their legal rights regarding the proposed sale without any obligation or cost [2] - Interested parties can contact KSF Managing Partner Lewis S. Kahn for more information about the investigation [2] - KSF's website provides additional details about the case and the firm's background [2]

Company Overview - Couchbase, Inc. is part of the Computer and Technology sector, which includes 605 individual stocks and holds a Zacks Sector Rank of 5 [2] - The company currently has a Zacks Rank of 2 (Buy), indicating a favorable outlook based on earnings estimate revisions [3] Performance Metrics - Over the past 90 days, the Zacks Consensus Estimate for Couchbase's full-year earnings has increased by 7.5%, reflecting stronger analyst sentiment and an improving earnings outlook [4] - Year-to-date, Couchbase, Inc. has returned approximately 55.7%, significantly outperforming the average gain of 11.2% for Computer and Technology stocks [4] Industry Comparison - Couchbase belongs to the Internet - Software industry, which consists of 173 stocks and is currently ranked 72 in the Zacks Industry Rank; this industry has gained about 15.7% year-to-date, indicating Couchbase's superior performance [6] - In contrast, KLA, another outperforming stock in the Computer and Technology sector, is part of the Electronics - Miscellaneous Products industry, which has a lower year-to-date gain of 14.7% and is ranked 81 [6] Future Outlook - Investors interested in Computer and Technology stocks should monitor Couchbase, Inc. and KLA for potential continued strong performance [7]

Core Insights - The survey reveals that 70% of enterprises admit to having an "incomplete" understanding of AI data requirements, while 21% report having "insufficient" or "zero" control over AI usage, leading to potential revenue losses of 8.6% per month, equating to nearly $87 million annually per company [1][3] - A significant 78% of IT leaders believe that early adopters of AI will emerge as industry leaders, with 73% noting that AI is already transforming their technology environments [1][3] - Investment in AI technologies is projected to surge by 51% from 2025 to 2026, indicating a strong focus on AI as a critical component of digital modernization [1][3] Group 1: AI Understanding and Control - 99% of enterprises have faced disruptions in AI projects due to issues like data access and management, leading to a 17% loss in AI investment and delaying strategic goals by an average of six months [3] - 70% of enterprises acknowledge their incomplete understanding of the data necessary for AI, contributing to 62% not fully grasping their risks associated with AI [3] - Enterprises with a better understanding of their data are 33% more likely to be prepared for agentic AI [3] Group 2: Data Architecture and Management - The average lifespan of current data architecture is only 18 months before it becomes inadequate for supporting in-house AI applications [3] - 75% of enterprises operate with a multi-database architecture, complicating the accuracy and consistency of AI outputs [3] - 84% of enterprises lack the capability to manage high-dimensional vector data, which is essential for efficient AI utilization [3] Group 3: Corporate Attitudes and Experimentation - Companies that promote AI experimentation see 10% more AI projects entering production and incur 13% less wasted AI expenditure compared to those with restrictive policies [3] - The distribution of AI spending is nearly equal among agentic AI (30%), GenAI (35%), and other forms of AI (35%), indicating a balanced investment approach [3] Group 4: Competitive Landscape and Future Outlook - 59% of IT leaders express concern that their organizations may be replaced by smaller, more agile competitors who better understand AI [3] - Despite these concerns, 79% of leaders believe they can displace larger competitors through effective AI utilization [3] - The emphasis on mastering data and having robust controls is seen as crucial for enterprises to capitalize on AI opportunities and gain a competitive edge [4]

Core Viewpoint - Monteverde & Associates PC is investigating the acquisition of Couchbase, Inc. by Haveli Investments for $24.50 per share, questioning the fairness of the deal [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Legal Investigation - The firm is currently investigating Couchbase, Inc. regarding its sale to Haveli Investments, which offers $24.50 per share in cash without interest to shareholders [1]. - The investigation raises concerns about whether the acquisition deal is fair for Couchbase shareholders [1].