MDB Form 4: Director Uses 10b5-1 Plan to Exercise Options and Execute Sales

Rhea-AI Filing Summary

Peter Thomas Killalea, a director of MongoDB, Inc. (MDB), executed transactions on 09/23/2025 recorded on Form 4. He exercised 20,000 stock options with a $6.50 exercise price that were immediately exercisable and fully vested, and concurrently sold 20,000 Class A shares in multiple off-market transactions executed under a Rule 10b5-1 trading plan. The reported sale prices are weighted averages across tranches and ranged roughly from $318.27 to $326.36. After the transactions the filing reports updated beneficial ownership counts for Class A shares and shows four trusts (UAISLE, CEANSA, BREOGA, AOGALL) each holding 5,000 shares for the benefit of the reporting person’s children. The Form 4 was signed by an attorney-in-fact on 09/25/2025.

Positive

• Exercised 20,000 options at a $6.50 strike, indicating significant intrinsic gain given the reported sale prices
• Trades were executed under a Rule 10b5-1 plan, which provides prearranged, documented trade instructions and enhances transparency
• Full disclosure of indirect holdings via four trusts (each holding 5,000 shares) clarifies beneficial ownership for family beneficiaries

Negative

• Sold 20,000 Class A shares on the same date as the exercise, which represents material insider selling activity that may attract market attention
• Large weighted-average sale prices (ranging approximately $318.27 to $326.36) imply substantial insider proceeds, which some investors may view negatively even if preplanned

Insights

Financial Analyst

TL;DR: Director exercised low-strike options and sold an equal number of shares at market prices using a 10b5-1 plan; neutral immediate market impact.

Exercising 20,000 options at a $6.50 strike and selling 20,000 shares at weighted-average prices above $318 implies a substantial realized gain for the reporting person, based solely on the prices disclosed. The trades were executed pursuant to a Rule 10b5-1 plan, which typically reduces signaling risk around insider sales. The filing documents retained direct and indirect ownership, including four trusts holding 5,000 shares each for beneficiaries. For investors, these are routine insider liquidity actions rather than corporate events affecting MongoDB’s operations or financials.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan and disclosure of trust holdings supports governance transparency despite sizable insider sales.

The Form 4 clearly states the trades were made under a Rule 10b5-1 plan and provides weighted-average price ranges for multiple sale tranches, which enhances disclosure quality. The recording of indirect holdings via four named trusts for family beneficiaries adds clarity to ownership structure. While insider sales of this size can attract attention, the prearranged-plan disclosure and full exercise/vesting detail align with strong filing practices and reduce concerns about opportunistic timing.

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).

1. Name and Address of Reporting Person^*

Killalea Peter Thomas

(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)
09/23/2025

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	09/23/2025		M(1)		20,000	A	$6.5	52,293	D
Class A Common Stock	09/23/2025		S(1)		6,003	D	$318.83(2)	46,290	D
Class A Common Stock	09/23/2025		S(1)		1,925	D	$319.67(3)	44,365	D
Class A Common Stock	09/23/2025		S(1)		400	D	$320.6(4)	43,965	D
Class A Common Stock	09/23/2025		S(1)		1,600	D	$322.28(5)	42,365	D
Class A Common Stock	09/23/2025		S(1)		4,500	D	$323.34(6)	37,865	D
Class A Common Stock	09/23/2025		S(1)		3,500	D	$324.36(7)	34,365	D
Class A Common Stock	09/23/2025		S(1)		1,972	D	$325.23(8)	32,393	D
Class A Common Stock	09/23/2025		S(1)		100	D	$326.2(9)	32,293	D
Class A Common Stock								5,000	I	UAISLE Trust U/A DTD 11/15/2021(10)
Class A Common Stock								5,000	I	CEANSA Trust U/A DTD 11/15/2021(11)
Class A Common Stock								5,000	I	BREOGA Trust U/A DTD 11/15/2021(12)
Class A Common Stock								5,000	I	AOGALL Trust U/A DTD 11/15/2021(13)

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
Stock Option (Right to Buy)	$6.5	09/23/2025		M(1)			20,000	(14)	12/03/2025	Class A Common Stock	20,000	$0	30,000	D

Explanation of Responses:

1. The transactions were 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 $318.27 to $319.25, 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 $319.27 to $320.22, 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 $320.29 to $321.25, 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 $321.71 to $322.68, 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 $322.86 to $323.83, 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 $323.86 to $324.84, 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.

8. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $324.86 to $325.74, 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.

9. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $326.13 to $326.36, 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.

10. These shares are held by the UAISLE Trust U/A DTD 11/15/2021 for the benefit of the Reporting Person's children.

11. These shares are held by the CEANSA Trust U/A DTD 11/15/2021 for the benefit of the Reporting Person's children.

12. These shares are held by the BREOGA Trust U/A DTD 11/15/2021 for the benefit of the Reporting Person's children.

13. These shares are held by AOGALL Trust U/A DTD 11/15/2021 for the benefit of the Reporting Person's children.

14. Immediately exercisable and fully vested.

Remarks:

	/s/ Paul Johnston, Attorney-in-Fact	09/25/2025
	** 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 transactions did MongoDB director Peter Killalea report on Form 4 (MDB)?

The Form 4 reports that on 09/23/2025 he exercised 20,000 stock options at a $6.50 exercise price and sold 20,000 Class A shares under a Rule 10b5-1 plan.

Were the insider sales preplanned or discretionary according to the filing?

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

At what prices were the shares sold?

Sales were reported as weighted-average prices across multiple tranches with ranges approximately from $318.27 to $326.36 as disclosed in the footnotes.

Does the Form 4 disclose indirect ownership or trusts?

Yes. The filing shows four trusts (UAISLE, CEANSA, BREOGA, AOGALL Trusts U/A dated 11/15/2021) each holding 5,000 shares for the benefit of the reporting person’s children.

Are the exercised options immediately exercisable and vested?

Yes. Footnote (14) states the options were immediately exercisable and fully vested.