MDB Capital co-founder adds 635 shares in June 18 purchase

Rhea-AI Filing Summary

MDB Capital Holdings, LLC (MDBH) – Form 4 insider transaction

On 18 June 2025, co-founder, director, officer and 10 % owner Christopher A. Marlett reported an open-market purchase (Code P) of 635 Class A common shares at a weighted-average price of $4.04 per share (individual trades ranged from $4.00 to $4.06). The shares are held indirectly as custodian for a minor. Following the trade, Marlett’s indirect beneficial ownership increased to 142,670 shares. No derivative securities were involved and no dispositions were reported.

The filing is a routine Section 16 disclosure; the dollar value of the purchase is approximately $2,560 and represents less than 1 % of Marlett’s reported holdings.

Insights

Financial Analyst

TL;DR: Small insider purchase; signals limited confidence, but immaterial to valuation.

The Form 4 shows Christopher Marlett added 635 shares, taking his indirect stake to 142,670. At roughly $4.04 each, the transaction totals about $2,600—too small to affect float or convey strong conviction. Because Marlett already owns over 140 k shares, the incremental increase is <1 %. No sales or derivative activities were disclosed, and the filing does not include operational or financial metrics. While insider buying is generally viewed positively, the scale renders the impact negligible for investors.

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).

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^*

MARLETT CHRISTOPHER A

(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
X	Officer (give title below)		Other (specify below)
	Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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
Common Stock	06/18/2025		P		635	A	$4.04(2)	142,670	I(1)	CUST

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. Held as custodian for minor

2. The reported price in Column 4 is a weighted average purchase price. The shares acquired on June 18, 2025 were purchased in multiple transactions at prices ranging from $4.00 to $4.06 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

	/s/ Christopher Marlett	06/20/2025
	** 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

How many MDBH shares did Christopher A. Marlett buy on 18 June 2025?

He purchased 635 Class A common shares.

What was the purchase price for the MDBH insider transaction?

The weighted-average purchase price was $4.04 per share, within a $4.00–$4.06 range.

How many MDBH shares does Marlett own after the transaction?

His indirect beneficial ownership stands at 142,670 shares following the purchase.

Was this MDBH Form 4 transaction a purchase or a sale?

It was an open-market purchase (Transaction Code P).

Does the filing include any derivative securities activity?

No, no derivative securities were acquired or disposed of.