[Form 4/A] MDB Capital Holdings, LLC Class A common Amended Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• 500,000 performance-based RSUs tie a material portion of awards to a clear $20.00 per-share performance threshold or equivalent distributions.
• 400,000 time-based RSUs include immediate vesting of 200,000 and structured monthly vesting, aligning retention incentives.
• Options have a long term with expiration on 04/28/2035, giving a multiyear window for value realization.

Negative

• The combined awards total 900,000 RSUs and 900,000 options, which could result in meaningful share dilution if fully issued and exercised.
• Options carry an exercise price of $4.25; exercise would increase shares outstanding and affect ownership percentages.
• Performance vesting requires a $20.00 trigger or equivalent distributions, which may delay shareholder-aligned outcomes until significant stock performance or distributions occur.

Insights

Financial Analyst

TL;DR: Insider awards total significant equity exposure: 900k RSUs and 900k options; time and performance vesting could affect dilution and alignment.

The filing documents issuance of 900,000 RSUs and 900,000 employee stock options. Time-based RSUs include immediate vesting of 200,000 shares and scheduled monthly vesting ending with a tranche on 03/15/2027. Performance RSUs require a $20.00 average trading threshold or equivalent distributions to vest. Options are exercisable from 04/28/2025 and expire 04/28/2035 with an exercise price of $4.25. For investors, key facts are the size of awards and the mix of time- and performance-based vesting; these determine timing of potential dilution and management incentive alignment.

Corporate Governance Expert

TL;DR: A director and 10% owner received large, mixed-condition equity grants; governance review should note award size, vesting terms, and performance hurdles.

The reporting person is identified as both a director and a 10% owner. The grants comprise a combination of service-vesting and performance-vesting awards, with explicit performance conditions tied to a $20.00 per-share metric or distributions. The filing references an Exhibit 24 power of attorney. Governance considerations from the facts presented include the awards' scale relative to insider ownership, the duration of option rights through 2035, and the specific vesting mechanics that condition realization of value.

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

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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^*

DIGIANDOMENICO ANTHONY

(Last) (First) (Middle)

14135 MIDWAY ROAD,

SUITE G-150

(Street)

ADDISON, TX 75001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MDB Capital Holdings, LLC [ MDBH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/28/2025

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

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
RSU	$0.00	04/28/2025		D			900,000	04/28/2025	04/28/2025	Class A	900,000	$0.00	0	D
Employee Stock Option(1)(2)	$4.25	04/28/2025		A		900,000		04/28/2025	04/28/2035	Class A	900,000	$0.00	900,000	D

Explanation of Responses:

1. 400,000 Class A Shares will vest as follows: 200,000 shares vest immediately on grant and the remainder vest in 22 equal monthly installments of 8,333 shares for each complete subsequent month of Continuous Service (as defined in the 2022 Equity Performance Plan) and 8,341 will vest on March 15, 2027.

2. 500,000 Class A Shares are performance-based and vest upon the date on which either of the following occurs during the Exercisability Period (as defined in the Plan and option agreement: (x) a Class A Share has traded in the market on which the Class A Shares are listed for at least thirty (30) trading days at an average price of $20.00 or more, whether consecutive or non-consecutive, or (y) there are distributions of cash, stock or other property by the Company on the Class A Shares, at a value of $20.00 or more in the aggregate per Class A Share.

Remarks:

Exhibit 24 - Power of Attorney granted by Anthony DiGiandomenico

	/s/ Jeremy W. James, Attorney-in-Fact	08/08/2025
	** 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).
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FAQ

What did MDB Capital (MDBH) report on Form 4/A for Anthony DiGiandomenico?

The filing reports issuance of 900,000 RSUs and 900,000 employee stock options in relation to Class A shares.

When do the RSUs and options reported for MDBH vest or expire?

Time-based RSUs include immediate vesting of 200,000 and monthly vesting through 03/15/2027. Options expire on 04/28/2035 and are exercisable from 04/28/2025.

What performance conditions apply to the awarded RSUs in the MDBH filing?

500,000 RSUs vest if Class A shares trade at an average price of $20.00 for 30 trading days or if distributions equal $20.00 per share in aggregate.

What is the exercise price for the employee stock options reported for MDBH?

The reported options have an exercise price of $4.25 per share.

What is the reporting person's relationship to MDB Capital in the filing?

The reporting person, Anthony DiGiandomenico, is listed as a Director and a 10% owner of MDB Capital Holdings, LLC.