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

Rhea-AI Filing Summary

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.

Positive

• Insider purchases reported: The reporting person increased holdings with two open-market purchases, signaling insider accumulation.
• Clear disclosure of relationship: The filer identifies as Director, Co-Founder and 10% owner, enhancing transparency about insider status.
• Proper Form 4 compliance: Transactions, prices, and beneficial ownership updates are disclosed and the form is signed.

Negative

• No material scale: Total purchased (2,400 shares) is small relative to overall reported holdings, so likely limited market impact.
• Indirect custody: Shares are held as custodian for a minor, which may limit immediate economic interest or intent signaling compared with direct holdings.

Insights

Securities Analyst

TL;DR: Insider purchased modestly sized stakes on two days, increasing indirect holdings via custodian.

These two small open-market purchases (total 2,400 shares) are disclosed as indirect holdings because the shares are held as custodian for a minor. The purchases occurred at prices of $3.45 and $3.33, suggesting modest dollar exposure and no exercised options or derivative transactions reported. For investors, this filing documents insider buying but is not, by itself, materially transformative given the sizes relative to total reported holdings.

Corporate Governance Expert

TL;DR: A director and co-founder executed two small purchases and properly reported them on Form 4.

The filing shows appropriate reporting compliance: relationship to the issuer is disclosed (director, co-founder, ~10% owner), transaction codes indicate purchases, and the signature certifies accuracy. The indirect ownership designation clarifies beneficial control through custodial arrangement for a minor, which is relevant for governance transparency but does not indicate a change in control or material corporate action.

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)
08/21/2025

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	08/21/2025		P		1,200	A	$3.45	145,579	I(1)	CUST
Common Stock	08/22/2025		P		1,200	A	$3.33	146,779	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

	/s/ Christopher Marlett	08/22/2025
	** 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 Christopher A. Marlett report on Form 4 for MDBH?

He reported two open-market purchases: 1,200 shares on 08/21/2025 at $3.45 and 1,200 shares on 08/22/2025 at $3.33.

How many MDBH shares does Marlett beneficially own after these transactions?

After the 08/21/2025 purchase he beneficially owned 145,579 shares; after 08/22/2025 he beneficially owned 146,779 shares.

What is the nature of Marlett's ownership of the shares?

The shares are reported as indirect beneficial ownership, held as custodian for a minor.

What roles does Marlett hold at MDB Capital Holdings, LLC?

He is disclosed as a Director, Co-Founder, and a reported 10% owner of the issuer.

Did the Form 4 indicate any derivative transactions or dispositions?

No. The filing lists only non-derivative purchases of common stock and no dispositions or derivative securities.