MDB Capital Holdings LLC-A SEC Filings

MDB Capital Holdings, LLC (MDBH) set its 2025 annual meeting for 1:00 p.m. Eastern Time on December 2, 2025, to be held via live webcast. Shareholders are asked to: (1) elect seven directors for terms ending at the 2026 meeting and (2) ratify RBSM LLP as independent registered public accounting firm for the year ending December 31, 2025.

Key voting mechanics: The record date is October 14, 2025. A quorum requires one‑third of outstanding shares, or 3,389,544 shares. There were 10,168,632 shares outstanding as of the record date (5,168,632 Class A; 5,000,000 Class B). Class A carries one vote per share and Class B five votes per share, for an aggregate of 30,168,632 votes. MDB is a Nasdaq “controlled company,” with Class B currently representing approximately 85% of voting power.

The Board recommends a vote FOR all seven director nominees and FOR RBSM LLP. Audit fees to RBSM LLP were $250,000 in 2024 plus $100,000 audit‑related fees.

MDB Capital Holdings, LLC (MDBH) filed its Q3 2025 report, posting a net loss of $4,656,811 for the quarter. Year to date, the company recorded a net loss of $19,508,201. Quarterly results reflected an $1,225,329 unrealized gain on investment securities and $25,563 of other operating income, more than offset by $5,006,159 in general and administrative costs.

Total assets were $61,511,325 at September 30, 2025, down from $71,976,399 at December 31, 2024, with cash and cash equivalents of $15,094,286. For the nine months, fee income was $2,140,238 and the net unrealized loss on investment securities was $2,430,483. The equity method investment in eXoZymes carried a balance of $38,735,148 after recognizing losses of $1,068,539 in Q3 and $3,048,283 year to date. Basic and diluted net loss per Class A share was $(0.46) in Q3 and $(1.95) year to date. As of November 13, 2025, Class A shares outstanding were 5,138,632. The company’s $2,000,000 revolving credit facility had no outstanding borrowings.

Insider purchases totaling 4,000 shares were reported by Christopher Marlett, a co-founder, director and >10% owner of MDB Capital Holdings, LLC (MDBH). The filings show purchases of 2,275 shares on 10/03/2025 and 1,725 shares on 10/06/2025, at average prices of $3.35 and $3.41 respectively. After these acquisitions the reporting person beneficially owns 157,933 shares, held indirectly as custodian for a minor. The Form 4 includes explanatory footnotes that the prices are averages of multiple trades on each date and offers to provide breakdowns on request.

The purchases are non-derivative common stock acquisitions reported under Section 16; no sales, options, or other derivative transactions are disclosed. The Form 4 is signed and dated 10/07/2025.

Christopher A. Marlett, a director, co-founder and reported >10% owner of MDB Capital Holdings, LLC (MDBH), disclosed two small open-market purchases of Class A common stock executed on August 28, 2025 and August 29, 2025. He acquired 1,575 shares at $3.56 on August 28 and 1,645 shares at an average price of $3.52 on August 29. The shares are held indirectly as custodian for a minor. Following these transactions, the reporting person beneficially owned 153,933 shares indirectly. The filer attests the August 29 price is an average from purchases between $3.50 and $3.55.

MDB Capital Holdings insider purchases reported by Christopher A. Marlett. The company's co‑founder, director and 10% owner acquired additional Class A common shares in three open‑market purchases: 1,232 shares at an average $3.31 on 08/25/2025, 1,414 shares at $3.35 on 08/26/2025, and 1,288 shares at $3.40 on 08/27/2025. After these transactions the reporting person beneficially owns 150,713 shares held indirectly as custodian for a minor. The filing notes the 08/25 price is an average across multiple trades between $3.30 and $3.31 and offers to provide breakout details on request.

Christopher A. Marlett, a director, co-founder and reported 10% owner of MDB Capital Holdings, LLC (MDBH), purchased shares on two consecutive days. On 08/21/2025 he acquired 1,200 shares of Class A common stock at $3.45 per share, bringing his indirect beneficial ownership to 145,579 shares held as custodian for a minor. On 08/22/2025 he acquired an additional 1,200 shares at $3.33 per share, increasing indirect beneficial ownership to 146,779 shares. The Form 4 is filed by one reporting person and is signed by Mr. Marlett on 08/22/2025.

Anthony DiGiandomenico, a director and 10% owner of MDB Capital Holdings, LLC (MDBH), reported derivative awards issued on 04/28/2025. The filing shows 900,000 restricted stock units (RSUs) and an award of 900,000 employee stock options tied to Class A shares.

Of the RSUs, 400,000 vest on a time schedule (200,000 immediately, then 22 monthly installments of 8,333 and a final 8,341 on March 15, 2027). The remaining 500,000 are performance-based, vesting if Class A shares trade at an average of $20.00 for 30 trading days or upon distributions valued at $20.00 per share. The options carry an exercise price of $4.25 and expire on 04/28/2035.

Anthony DiGiandomenico, identified as a director and a greater-than-10% owner of MDB Capital Holdings, LLC (MDBH), reported an insider transaction dated 04/07/2025. The filing shows an acquisition of 1,425 shares of Class A common stock at a reported price of $4.90 per share, resulting in total beneficial ownership of 95,699 shares following the transaction. The report is amended and includes Exhibit 24, a power of attorney signed on behalf of the reporting person. This Form 4/A documents a straightforward insider purchase and the updated beneficial ownership position for the reporting person.

MDB Capital Holdings, LLC (Ticker: MDBH) filed a Form 4 for insider Christopher A. Marlett, the company’s co-founder, director, and 10% owner. The filing discloses three open-market purchases of Class A common stock executed on 24-26 June 2025.

• 24 Jun 2025: 20 shares purchased at an average price of $4.46 (multiple trades between $4.35-$4.50).
• 25 Jun 2025: 2 shares purchased at $4.50.
• 26 Jun 2025: 22 shares purchased at $4.50.

The total of 44 shares acquired increases Marlett’s indirect holdings—held as custodian for a minor—to 144,279 shares. All transactions were coded “P” (open-market purchases); no derivatives were reported. Ownership remains classified as indirect (“I”) and custodial (“CUST”).

No Rule 10b5-1 trading plan is indicated, and the filing does not reference any accompanying derivative activity or larger strategic transaction. The purchases represent a 0.03 % increase in Marlett’s disclosed position and do not materially alter overall share structure, but insider buying—however small—can be interpreted as a vote of confidence. Given the limited volume and dollar value (≈ $200), the market impact is expected to be minimal.