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MDB Insider Transaction: Dwight Merriman Trims Stake by 0.06%

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

Rhea-AI Filing Summary

MongoDB, Inc. (MDB) – Form 4 filing, 24 Jul 2025: Director and co-founder Dwight A. Merriman disclosed a sale of 1,000 Class A shares on 22 Jul 2025 at $225 per share under a pre-arranged Rule 10b5-1 trading plan. After the transaction, Merriman directly owns 1,105,316 shares. In addition, he retains indirect interests in 520,896 shares via a family trust and 83,845 shares held by the Dwight A. Merriman Charitable Foundation (no pecuniary interest).

The divestiture represents ≈0.06 % of Merriman’s combined direct and indirect holdings (≈1.71 million shares), suggesting a de-minimis liquidity move rather than a strategic reduction. No derivative transactions were reported.

Positive

  • Sale executed under a Rule 10b5-1 plan, reducing concerns about opportunistic trading
  • Insider remains a major shareholder with >1.7 million shares, indicating continued alignment with investors

Negative

  • Insider selling can be perceived negatively, even if the amount is small

Insights

TL;DR: Small 10b5-1 sale; minimal impact on insider ownership or sentiment.

The 1,000-share disposition equals roughly $0.225 M and trims Merriman’s direct stake by an immaterial fraction. Continued ownership above 1.1 M shares plus >0.6 M indirect shares signals sustained alignment with shareholders. Because the trade was executed under a 10b5-1 plan, timing is not discretionary and thus carries limited negative signaling value. Given MDB’s average daily volume (~1 M shares), the sale is operationally insignificant and should not affect float or market liquidity. I classify the filing as routine and not materially impactful to the investment thesis.

Insider MERRIMAN DWIGHT A
Role Director
Sold 1,000 shs ($225K)
Type Security Shares Price Value
Sale Class A Common Stock 1,000 $225.00 $225K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 1,105,316 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).
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)
07/22/2025
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 07/22/2025 S(1) 1,000 D $225 1,105,316 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/ Gahee Lee, Attorney in Fact 07/24/2025
** 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 Dwight A. Merriman sell?

He sold 1,000 Class A shares on 22 Jul 2025.

At what price were the MDB shares sold?

The reported sale price was $225 per share.

What is Merriman’s remaining stake in MongoDB after the sale?

He now directly holds 1,105,316 shares and indirectly controls another 604,741 shares.

Was the transaction part of a pre-arranged plan?

Yes, it was made under a Rule 10b5-1 trading plan.

Does Merriman have a pecuniary interest in the charitable foundation’s shares?

No, he is deemed to have voting/investment power but no pecuniary interest in the 83,845 shares held by the foundation.