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MongoDB director reports 31,000-share sale; holdings remain over 1.6M shares

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Dwight A. Merriman, a MongoDB, Inc. (MDB) director, reported multiple sales of Class A common stock on 09/19/2025 executed under a Rule 10b5-1 trading plan. The Form 4 discloses seven sale entries totaling 31,000 shares sold at weighted-average prices ranging roughly from $318.08 to $322.84 across the separate transactions. After the reported transactions, the filing shows 1,079,316 shares beneficially owned directly by the reporting person, 514,896 shares held indirectly by a trust for his children, and 83,845 shares held by the Dwight A. Merriman Charitable Foundation (over which he has voting and investment power but no pecuniary interest).

Positive

  • Transactions executed under a Rule 10b5-1 plan, indicating preplanned, compliant insider sales.
  • Detailed disclosure of weighted-average prices and the nature of indirect holdings (trust and charitable foundation).
  • Significant remaining holdings disclosed: 1,079,316 shares direct, 514,896 held by trust, and 83,845 held by the charitable foundation.

Negative

  • Insider disposed of 31,000 Class A shares on 09/19/2025, which reduces direct economic exposure.
  • Sales spanned price ranges from about $318.08 to $322.84, implying multiple executions rather than a single-block sale.

Insights

TL;DR Insider sold 31,000 MDB shares under a 10b5-1 plan; holdings remain sizable with both direct and indirect ownership.

The reported sale of 31,000 Class A shares on 09/19/2025 was executed pursuant to an established Rule 10b5-1 trading plan, with weighted-average prices reported in the filing and per-footnote ranges between approximately $318.08 and $322.84. The reporting person retains substantial ownership: 1,079,316 shares directly and additional indirect holdings through a trust (514,896) and a charitable foundation (83,845). For investors, this is a transparent disclosure of scheduled insider liquidity rather than an unscheduled disposition; the filing does not present any additional financial metrics or company guidance.

TL;DR Sales were made under a documented 10b5-1 plan and were properly disclosed on Form 4, preserving compliance norms.

The Form 4 indicates the transactions were covered by a 10b5-1 plan, which provides an affirmative defense to insider trading allegations when conditions are met. The filing includes granular footnotes about weighted-average prices and the nature of indirect holdings (trust for children and charitable foundation). The signature by an attorney-in-fact is dated 09/23/2025, completing the required disclosure formalities. No amendments or indications of unscheduled or suspicious trades are stated in the document.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MERRIMAN DWIGHT A

(Last) (First) (Middle)
C/O MONGODB, INC.
1633 BROADWAY, 38TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MongoDB, Inc. [ MDB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/19/2025 S(1) 4,417 D $318.66(2) 1,099,899 D
Class A Common Stock 09/19/2025 S(1) 8,229 D $319.55(3) 1,091,670 D
Class A Common Stock 09/19/2025 S(1) 5,602 D $320.63(4) 1,086,068 D
Class A Common Stock 09/19/2025 S(1) 6,361 D $321.39(5) 1,079,707 D
Class A Common Stock 09/19/2025 S(1) 391 D $322.67(6) 1,079,316 D
Class A Common Stock 09/19/2025 S(1) 4,000 D $320.08(7) 516,896 I By Trust(8)
Class A Common Stock 09/19/2025 S(1) 2,000 D $322.24 514,896 I By Trust(8)
Class A Common Stock 83,845 I Dwight A. Merriman Charitable Foundation(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The transaction was pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
2. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $318.08 to $319.05, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
3. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $319.10 to $320.09, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
4. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $320.14 to $321.13, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
5. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $321.14 to $321.96, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
6. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $322.61 to $322.84, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
7. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $320.07 to $320.09, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
8. These shares are held by The Dwight A. Merriman 2012 Trust for the benefit of the Reporting Person's children.
9. The Dwight A. Merriman Charitable Foundation is a Delaware nonstock nonprofit corporation. The Reporting Person is deemed to have voting and investment power over the shares of MongoDB, Inc. Class A Common Stock held by the Dwight A. Merriman Charitable Foundation, but has no pecuniary interest in these shares.
Remarks:
/s/ Paul Johnston, Attorney-in-Fact 09/23/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did MDB director Dwight A. Merriman report on 09/19/2025?

The Form 4 reports sales totaling 31,000 Class A shares executed on 09/19/2025 under a Rule 10b5-1 trading plan.

At what prices were the MDB shares sold in the reported transactions?

The filing shows weighted-average prices and price ranges across transactions, with reported ranges approximately from $318.08 to $322.84.

How many MDB shares does Dwight A. Merriman beneficially own after the reported sales?

The Form 4 shows 1,079,316 shares directly beneficially owned after the transactions, plus 514,896 shares held by a trust and 83,845 shares held by a charitable foundation.

Were the sales part of a 10b5-1 plan?

Yes. The filing explicitly states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

Who signed the Form 4 filing for these transactions?

The filing shows the signature of Paul Johnston, Attorney-in-Fact dated 09/23/2025.
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