[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), 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.

Positive

• Insider purchases totaling 3,220 shares show director/co-founder confidence in MDBH equity
• Increased beneficial ownership to 153,933 shares signals continued alignment with company performance
• Transparent reporting includes price-range disclosure for the August 29 trades

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchases modest additional shares, signaling limited incremental confidence without material impact on capitalization.

These Form 4 entries show director/co-founder Christopher Marlett making small open-market acquisitions totaling 3,220 shares at roughly $3.52–$3.56 per share, increasing indirect holdings to 153,933 shares. The purchases were made as custodian for a minor, which explains the indirect ownership form. For investors, the transactions are a positive behavioral signal but are small relative to typical company float sizes; they are unlikely to materially affect valuation or liquidity by themselves.

Corporate Governance Expert

TL;DR: Insider buying while serving as director and 10% owner shows alignment but involves custodial holdings, limiting governance implications.

The reporting person is both a director and a >10% owner and disclosed purchases made in a custodial capacity. That structure preserves alignment with shareholders but suggests these shares may be intended for a beneficiary rather than direct strategic accumulation. The disclosure appears complete, with price-range clarification for the August 29 trades, and no amendments or coordination flags are evident.

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)
08/28/2025

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	08/28/2025		P		1,575	A	$3.56	152,288	I(1)	CUST
Common Stock	08/29/2025		P		1,645	A	$3.52(2)	153,933	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 an average purchase price. The shares acquired on August 29, 2025 were purchased in multiple transactions at prices ranging from $3.50 to $3.55 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	08/29/2025
	** 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 Marlett report for MDBH?

He reported two purchases: 1,575 shares on 08/28/2025 at $3.56 and 1,645 shares on 08/29/2025 at an average $3.52.

How many MDBH shares does the reporting person beneficially own after these trades?

Following the reported purchases, the reporting person beneficially owned 153,933 shares indirectly.

Why is the ownership listed as indirect for these MDBH shares?

The Form 4 states the shares are held as custodian for a minor, which creates the indirect beneficial ownership designation.

Was the August 29, 2025 price a single trade price?

No. The filer disclosed the August 29 price of $3.52 is an average; trades on that date ranged from $3.50 to $3.55.

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

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