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MDB Insider Merriman Trims Stake by 0.05% Under 10b5-1 Plan

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

MongoDB, Inc. (MDB) – Form 4 insider transaction filed 06/27/2025

Director Dwight A. Merriman reported the sale of 820 Class A common shares on 06/25/2025 at a weighted average price of $210.84 per share. The transaction was executed under a previously established Rule 10b5-1 trading plan, reducing concerns about discretionary timing.

Following the transaction, Merriman continues to hold a substantial stake:

  • Direct ownership: 1,106,186 Class A shares
  • Indirect – Dwight A. Merriman Charitable Foundation: 83,845 shares (no pecuniary interest)
  • Indirect – 2012 Trust for children: 520,896 shares
In total, Merriman maintains voting or investment power over roughly 1.71 million shares, indicating the reported sale represents less than 0.05 % of his combined holdings. No derivative security transactions were reported.

No other changes in beneficial ownership, option grants, or compensation were disclosed. The filing is routine and does not alter management structure or corporate strategy.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Small 820-share sale by MDB director under 10b5-1 plan; negligible ownership change, neutral impact.

The reported disposition amounts to roughly $173k in proceeds and less than 0.05 % of Mr. Merriman’s aggregate holdings. Execution under a pre-arranged Rule 10b5-1 plan mitigates signaling risk and suggests the trade was for liquidity or personal diversification rather than fundamental concerns about MongoDB’s outlook. With >1.7 million shares still controlled, insider alignment remains strong. Therefore, this filing is considered routine and not market-moving.

TL;DR: Governance-neutral Form 4; sale immaterial, plan-based, preserves insider alignment.

From a governance perspective, the minor sale complies with SEC regulations and is fully disclosed, including charitable and trust structures. The continued large stake reinforces long-term alignment with shareholders. Utilization of a 10b5-1 plan indicates adherence to best practices, lessening potential for accusations of opportunistic trading. Overall, the event bears no material governance risk or benefit.

Insider MERRIMAN DWIGHT A
Role Director
Sold 820 shs ($173K)
Type Security Shares Price Value
Sale Class A Common Stock 820 $210.84 $173K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 1,106,186 shares (Direct); Class A Common Stock — 83,845 shares (Indirect, Dwight A. Merriman Charitable Foundation)
Footnotes (1)
  1. The transaction was pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. 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. These shares are held by The Dwight A. Merriman 2012 Trust for the benefit of the Reporting Person's children.
Form 4 Insider Transactions: What Each Field Means →
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)
06/25/2025
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 06/25/2025 S(1) 820 D $210.84 1,106,186 D
Class A Common Stock 83,845 I Dwight A. Merriman Charitable Foundation(2)
Class A Common Stock 520,896 I By Trust(3)
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 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.
3. These shares are held by The Dwight A. Merriman 2012 Trust for the benefit of the Reporting Person's children.
Remarks:
/s/ Paul Johnston, Attorney-in-Fact 06/27/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many MongoDB (MDB) shares did Director Dwight A. Merriman sell on 06/25/2025?

He sold 820 Class A common shares at an average price of $210.84.

What is Merriman’s remaining direct share ownership in MDB after the sale?

His direct holding is 1,106,186 Class A shares following the transaction.

Was the MDB insider sale executed under a Rule 10b5-1 trading plan?

Yes. The filing states the sale was made pursuant to a Rule 10b5-1 plan adopted earlier.

What are Merriman’s total indirect holdings in MongoDB?

Indirectly he controls 83,845 shares via a charitable foundation and 520,896 shares via a family trust.

Does this Form 4 filing indicate any changes to MongoDB’s management or strategy?

No. The document only reports a routine insider share sale; it discloses no managerial or strategic changes.