Couchbase, Inc - Couchbase, Inc. Insider Trading Policy

The Board of Directors (the “Board”) of Couchbase, Inc. (together with its affiliates and subsidiaries, “we,” “our,” or “Couchbase”) has adopted this Insider Trading Policy (this “Policy”) in order to take an active role in the prevention of insider trading violations by our officers, directors, employees and other related individuals.

On a regular basis we provide you, as our employees, consultants, contractors or advisors, as applicable, with confidential information regarding many aspects of our business. Under federal and state securities laws, it is illegal to trade in the securities of a company while in possession of material nonpublic information about that company. Thus, because our employees, consultants, contractors and advisors will have knowledge of specific confidential information that is not disclosed outside of Couchbase and which will constitute material nonpublic information, such persons’ trading in our common stock could constitute “insider trading” and violate the law, as could “tipping” (giving material nonpublic information to) others who then trade on the basis of that information. The consequences of insider trading or the tipping of material nonpublic information can be severe. In fact, the person violating the laws, as well as Couchbase and our individual directors, officers and other supervisory personnel, may be subject to criminal and civil lawsuits and financial penalties in connection with a violation of the insider trading laws.

Nonpublic information about Couchbase is subject to your Employee Invention Assignment and Confidentiality Agreement, or similar agreement, as applicable, and is not to be used or disclosed outside of Couchbase, except as necessary to perform your service with Couchbase. Unauthorized disclosure or use of nonpublic information, including misuse in securities trading, will subject you to disciplinary action, up to and including termination of employment or service. We have adopted this Policy to comply with the laws governing (i) trading in our common stock while in possession of material nonpublic information concerning Couchbase and (ii) tipping or disclosing material nonpublic information to outsiders, and in order to prevent the appearance of improper trading or tipping. We reserve the right to prohibit any transaction from being completed to enforce compliance with this Policy.

Whether or not the trading window (as described below) is open and except as discussed in the section titled “Are there any exceptions to this Policy?” below, you may not, directly or indirectly through others, engage in any transaction involving Couchbase’s securities while you are aware of material nonpublic information about Couchbase. It is not an excuse that you did not “use” the information in deciding whether or not to engage in the transaction.

In addition, if you learn of material nonpublic information through your service with the Company that could be expected to affect the trading price of the securities of another company, you cannot (i) use that information to trade, directly or indirectly through others, or (ii) provide that information to another person in order to trade in the securities of that other company. Any such action will be deemed a violation of this Policy.

You may not disclose material nonpublic information concerning Couchbase or any other company to friends, family members or any other person or entity not authorized to receive such information, except directly to the Securities and Exchange Commission (the “SEC”) or other government, regulatory or self-regulatory agency, in each case in compliance with Couchbase’s Whistleblower Policy. Any nonpublic information you acquire in the course of your service with Couchbase may only be used for legitimate Couchbase business purposes. In addition, you are required to handle the nonpublic information of others in accordance with the terms of any relevant nondisclosure agreements, including your Employee Invention Assignment and Confidentiality Agreement, or similar agreement, as applicable, and limit your use of the nonpublic information to the purpose for which it was disclosed.

Even if you are not directly disclosing material nonpublic information, you may not make recommendations or express opinions about securities of a company, Couchbase or otherwise, based on material nonpublic information about that company. In particular, you may not participate, in any manner other than passive observation, in any Internet “chat” room, message board or social media platform messaging related to trading in Couchbase’s securities. You are prohibited from engaging in these actions whether or not you derive any profit or personal benefit from doing so. You should know that third parties are known to contact employees of companies to obtain information about Couchbase under false pretexts.

In the event you receive an inquiry for information from someone outside of Couchbase, such as a stock analyst, you should refer the inquiry to our Chief Legal Officer or our Chief Financial Officer (each, a “Compliance Officer”). Responding to a request yourself is a violation of this Policy and, in some circumstances, may be a violation of the law.

The ultimate responsibility for complying with this Policy and applicable laws rests with you. As we request you do in all aspects of your work with Couchbase, please use your best judgment at all times and consult with a Compliance Officer and/or your legal and financial advisors, in confidence, if you have questions.

References in this Policy to “you” (as well as general references to officers, directors, employees, contractors, consultants and advisors of Couchbase) should also be understood to include members of your immediate family, persons with whom you share a household, your dependents and any other individuals or entities whose transactions in securities you influence, direct or control. You are responsible for making sure that these individuals and entities comply with this Policy. This Policy is confidential and is subject to your Employee Invention Assignment and Confidentiality Agreement, or similar agreement, as applicable. Nonetheless, you may share this Policy with your spouse or domestic partner, financial planner, tax advisor or attorney on a need-to-know basis, provided the confidentiality obligations are maintained (i.e., those persons do not use this disclosure in any manner other than to advise you, and they do not disseminate this Policy).

You are expected to comply with this Policy as long as you hold Couchbase’s securities and possess any material nonpublic information about Couchbase. This means that, even after you cease to be affiliated with Couchbase, you must continue to abide by the applicable trading restrictions until you no longer have material

nonpublic information. In addition, if you are subject to a trading blackout under this Policy at the time you cease to be affiliated with Couchbase, you are expected to abide by the applicable trading restrictions until at least the end of the relevant blackout period.

This Policy applies to all transactions involving Couchbase’s securities. This Policy therefore applies to purchases, sales and other transfers of Couchbase’s common stock, options, restricted stock units (“RSUs”), warrants, debt securities and other securities, or any offer to engage in the foregoing transactions. Additionally, this Policy applies to any dispositions in the form of a gift of any securities of Couchbase, or any distributions to holders of interests if an entity if the entity is subject to this Policy. This Policy also applies to any arrangements that affect economic exposure to changes in the prices of these securities. These arrangements may include, among other things, transactions in derivative securities (such as exchange-traded put or call options), hedging transactions, short sales and certain decisions with respect to participation in benefit plans, or any offer to engage in the foregoing transactions. Although there are limited exceptions to this Policy (described in “Are there any exceptions to this Policy?” below), please note that there are no exceptions from insider trading laws or this Policy based on the size of the transaction (e.g., this policy applies whether a trade involves one or 10,000 shares of Couchbase’s common stock).

1.Open orders – You should exercise caution when placing open orders, such as limit orders or stop orders, with brokers, particularly where the order is likely to remain outstanding for an extended period of time. Open orders may result in the execution of a trade during a blackout period, which may result in inadvertent insider trading.

2.Short sales – You may not engage in short sales (i.e., the sale of a security that must be borrowed to make delivery) or “sell short against the box” (i.e., sell with a delayed delivery) if such sales involve Couchbase’s securities. Short sales may signal to the market possible bad news about Couchbase or a general lack of confidence in Couchbase’s prospects, and an expectation that the value of Couchbase’s securities will decline.

a.Engage in derivative securities or hedging transactions – You may not trade in publicly-traded options, such as puts and calls, and other derivative securities with respect to Couchbase’s securities (other than stock options and other compensatory equity awards issued to you by Couchbase). This includes any hedging or similar transaction designed to decrease the risks associated with holding Couchbase’s common stock.

Information is “material” if a reasonable investor would consider it important in making a decision to buy, sell or retain our common stock. Both positive and negative information may be material. Information is “nonpublic” until it has been widely disseminated to the public (through, for example, a press conference or release) and the public has had a chance to absorb and evaluate it.

Information is “nonpublic” until it has been widely disseminated to the public market and the public has had a chance to absorb and evaluate it. Unless you have seen material information publicly disseminated, you should assume the information is nonpublic.

1.Open trading window: You may only engage in transactions involving Couchbase’s common stock during an open trading window. Our trading window will typically open at the start of the third full trading day following the date our quarterly financial results are publicly disclosed and continue through the fifteenth day of the last month of the quarter. In addition to regular quarterly blackout periods, there may be additional blackout periods when appropriate due to certain events. We will notify you whenever a special blackout period goes into effect that applies to you. (See “When is our Blackout Period?” below.)

2.Pre-clearance: If you are a member of the Board of Couchbase (“Directors”), a member of the executive team (“Executives”) or a Section 16 officer of Couchbase, you must receive pre-clearance from a Compliance Officer of your proposed trade. From time to time, Couchbase may identify other persons who require pre-clearance, and a Compliance Officer will notify you that you are subject to pre-clearance. The Compliance Officer will maintain a list of persons subject to pre-clearance (the “Pre-Clearance List”). The Compliance Officer will determine the manner in which pre-clearance requests are to be submitted, and persons on the Pre-Clearance List will be required to certify that they are not in possession of material non-public information about Couchbase. If you are a Compliance Officer, you may not engage in a transaction involving Couchbase’s common stock unless the other Compliance Officer has pre-cleared the transaction.

The Compliance Officers are under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction and, notwithstanding any pre-clearance, you may not trade in Couchbase’s securities if you become subject to a trading blackout or possess material non-public information in advance of completing the trade.

3.10b5-1 Plan: The SEC has enacted rules that provide an affirmative defense against alleged violations of U.S. federal insider trading laws for transactions made pursuant to trading plans that meet certain requirements, commonly referred to as “10b5-1 trading plans.” These trading plans must be entered into when you are not aware of material nonpublic information, must meet the requirements set forth in Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”), and must meet the guidelines for such 10b5-1 trading plans established by Couchbase which you may obtain from a Compliance Officer, including pre-approval by a Compliance Officer. Transactions made pursuant to a 10b5-1 trading plan are not subject to the restrictions in this Policy, even if you are aware of material nonpublic information at the time of the transaction or a blackout period is in effect.

Directors and Executives are strongly encouraged, should they wish to trade in Couchbase’s common stock, to do so via a 10b5-1 trading plan. Anyone else desiring to trade via such a plan may also do so in compliance with the specific guidelines established by Couchbase. Trading plans must be pre-approved by and filed with a Compliance Officer and be accompanied by an executed certificate stating that the trading plan complies with Rule 10b5-1 and any other criteria established by Couchbase. Information regarding a trading plan that you may enter may be publicly disclosed, as required by law.

If you do not follow the above requirements, you may be subject to disciplinary action, up to and including termination of your relationship with Couchbase, as well as civil and criminal penalties as described in the section titled “What are the consequences of Insider Trading?” below.

To limit the likelihood of trading at times when there is a significant risk of insider trading exposure, Couchbase has instituted quarterly trading blackout periods and may institute special trading blackout periods from time to time. Whether or not a blackout period is in effect, you must comply with this Policy and may not trade on the basis of material nonpublic information.

Except as discussed in the section titled “Are there any exceptions to this Policy?” Directors, officers, employees and advisors may not engage in transactions involving Couchbase’s common stock during quarterly blackout periods. Quarterly blackout periods begin at the end of the fifteenth day of the last month of each fiscal quarter and end at the start of the third full trading day following the date of public disclosure of the financial results for that fiscal quarter. This period is a particularly sensitive time for transactions involving Couchbase’s common stock from the perspective of compliance with applicable securities laws due to the fact that, during this period, individuals may often possess or have access to material nonpublic information relevant to the expected financial results for the quarter.

From time to time, we may also implement additional blackout periods when, in the judgment of a Compliance Officer, a trading blackout is warranted. We will generally impose special blackout periods when there are material developments known to us that have not yet been disclosed to the public. For example, we may impose a special blackout period in anticipation of announcing interim earnings guidance or a significant transaction or business development. However, special blackout periods may be declared for any reason.

We will notify you if you are subject to a special blackout period. If you receive this notification, you may not disclose to others the fact that you are subject to the special blackout period and may not engage in any transaction involving Couchbase’s common stock until approved by one of our Compliance Officers.

Yes, there are limited exceptions to this Policy, which are described below. Please note that there may be instances where you suffer financial harm or other hardship or are otherwise required to forgo a planned transaction because of the restrictions imposed by this Policy. Personal financial emergency or other personal circumstances are not mitigating factors under securities laws and will not excuse a failure to comply with this Policy.

The trading restrictions under this Policy do not apply to the acceptance or purchase of stock options, RSUs, restricted stock or the like issued or offered by Couchbase, nor do they apply to the vesting, settlement, cancellation, forfeiture of stock options, RSUs, restricted stock or stock appreciation rights or the acquisition or repurchase of shares for cash pursuant to option exercises under our option plans.

The trading restrictions in this Policy do not apply to the net share withholding with respect to equity awards where shares are withheld by Couchbase in order to satisfy tax withholding requirements, (x) as required by either Couchbase’s board of directors (or a committee thereof) or the award agreement governing such equity award or (y) as you elect, if permitted by Couchbase, so long as the election is irrevocable and made in writing at a time when a trading blackout is not in place and you are not in possession of material nonpublic information.

The trading restrictions in this Policy also do not apply to sell-to-cover transactions where shares are sold on your behalf upon vesting of equity awards and sold in order to satisfy tax withholding requirements, (x) as required by either Couchbase’s board of directors (or a committee thereof) or the award agreement governing such equity award or (y) as you elect, if permitted by Couchbase, so long as the election is irrevocable and made in writing at a time when a trading blackout is not in place and you are not in possession of material nonpublic information; however, this exception does not apply to any other market sale for the purposes of paying required withholding.

The trading restrictions in this Policy do not apply to elections with respect to participation in Couchbase’s employee stock purchase plan or to purchases of Couchbase’s common stock under the plan. However, the trading restrictions do apply to subsequent sales of Couchbase’s common stock.

The trading restrictions under this Policy do not apply to transfers by will or the laws of descent and distribution or, provided that prior written notice is provided to the Compliance Officer, distributions or transfers for certain tax planning or estate planning purposes that effect only a change in the form of beneficial interest without changing your pecuniary interest in Couchbase securities

Penalties for violating insider trading laws can include disgorging profit made or loss avoided by trading, paying the loss suffered by the persons who purchased securities from, or sold securities to, the insider tippee, paying civil and/or criminal penalties, and/or serving a jail term. Couchbase and/or supervisors of the person violating the rules may also be required to pay civil or criminal penalties and could be subject to private lawsuits.

A violation of this Policy is not necessarily a violation of law. In fact, for reasons explained in this Policy, it is not necessary for us to wait for the filing or conclusion of any civil or criminal action against an alleged violator before taking disciplinary action as your employer. In addition, please remember that we may prohibit a transaction from being completed or unwind a transaction to enforce compliance with this Policy and any fees or other costs related to prohibiting or unwinding the transaction will be your responsibility.

Please promptly report violations or suspected violations of this Policy to a Compliance Officer, or if the Compliance Officer is implicated in your report, then you should report it in accordance with Couchbase’s Whistleblower Policy. You may also report via our reporting hotline at (844) 527-2816 or by visiting couchbase.ethicspoint.com where you can find international hotline phone numbers for your region or file an online report, and through which you may choose to identify yourself or remain anonymous.