MDB Capital insider Christopher Marlett purchases shares across three days

Rhea-AI Filing Summary

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.

Positive

• Insider purchases by a director and 10% owner indicate alignment with shareholders
• Transparent disclosure of average purchase price range and custodial ownership reduces ambiguity

Negative

• Small aggregate purchase size (~3,934 shares, ~US$13k) is unlikely to be materially impactful to capitalization

Insights

Financial Analyst

TL;DR: Insider purchases by a senior owner signal confidence but are modest in size versus typical company market caps.

The three small open‑market buys totaling 3,934 shares over three days indicate incremental accumulation by a senior insider who is both a director and 10% owner. Holding is indirect as custodian for a minor, so the transactions appear personal/familial rather than institutional. These purchases may be interpreted positively by investors because insiders buying shares can signal perceived undervaluation or alignment with shareholders; however, the absolute dollar amounts (around $13,000 total) are limited and unlikely to materially affect capitalization or control. The disclosure of an average price range for the 08/25 trades and the offer to provide further detail supports transparency.

Corporate Governance Expert

TL;DR: Governance posture is neutral‑positive: a director/10% owner added stock and properly disclosed custodial ownership.

Reporting identifies the purchaser as a director, co‑founder and 10% owner and explicitly states the shares are held as custodian for a minor, which clarifies indirect beneficial ownership and reduces ambiguity about control intent. The transactions were reported on Form 4 with transaction codes indicating purchases. There is no disclosure of option exercises, loans, related‑party transfers, or other governance concerns. Given the limited scale, this disclosure is routine and does not raise red flags for compliance or governance, but it does provide a level of insider alignment with shareholders.

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)
08/25/2025

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	08/25/2025		P		1,232	A	$3.31(2)	148,011	I(1)	CUST
Common Stock	08/26/2025		P		1,414	A	$3.35	149,425	I(1)	CUST
Common Stock	08/27/2025		P		1,288	A	$3.4	150,713	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 25, 2025 were purchased in multiple transactions at prices ranging from $3.30 to $3.31 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	08/27/2025
	** 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 for MDBH?

He reported three open‑market purchases totaling 3,934 shares: 1,232 at an average $3.31 on 08/25/2025, 1,414 at $3.35 on 08/26/2025, and 1,288 at $3.40 on 08/27/2025.

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

Following the reported transactions the reporting person beneficially owns 150,713 shares, held indirectly as custodian for a minor.

What is the nature of the reported ownership?

The ownership is indirect (I); the Form 4 states the shares are held as custodian for a minor.

Are these transactions option exercises or open‑market purchases?

These are non‑derivative open‑market purchases reported with transaction code P (purchase).

Was the 08/25 price a single trade price?

No; the filing states the $3.31 shown is an average purchase price across multiple transactions on 08/25 with prices ranging $3.30–$3.31.