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

Rhea-AI Filing Summary

MDB Capital Holdings, LLC (Ticker: MDBH) filed a Form 4 for insider Christopher A. Marlett, the company’s co-founder, director, and 10% owner. The filing discloses three open-market purchases of Class A common stock executed on 24-26 June 2025.

• 24 Jun 2025: 20 shares purchased at an average price of $4.46 (multiple trades between $4.35-$4.50).
• 25 Jun 2025: 2 shares purchased at $4.50.
• 26 Jun 2025: 22 shares purchased at $4.50.

The total of 44 shares acquired increases Marlett’s indirect holdings—held as custodian for a minor—to 144,279 shares. All transactions were coded “P” (open-market purchases); no derivatives were reported. Ownership remains classified as indirect (“I”) and custodial (“CUST”).

No Rule 10b5-1 trading plan is indicated, and the filing does not reference any accompanying derivative activity or larger strategic transaction. The purchases represent a 0.03 % increase in Marlett’s disclosed position and do not materially alter overall share structure, but insider buying—however small—can be interpreted as a vote of confidence. Given the limited volume and dollar value (≈ $200), the market impact is expected to be minimal.

Insights

Financial Analyst

TL;DR: Very small insider buy; signals confidence but immaterial to valuation.

The Form 4 shows only 44 shares added, raising indirect holdings to 144,279. Dollar value is negligible, so the transaction has little quantitative impact. Nevertheless, the direction is positive (buy vs. sell) and comes from a co-founder and 10 % owner, suggesting continued alignment with minority shareholders. Absent additional context—such as ongoing accumulation or corporate events—this filing should be viewed as neutral-to-slightly positive, unlikely to move the stock on fundamentals.

Corporate Governance Expert

TL;DR: Routine compliance disclosure; no governance red flags detected.

The report satisfies Section 16 requirements, and the custodian note clarifies beneficial ownership. No 10b5-1 designation, implying discretionary trades. Given the micro size, there is no signal of impending strategic change or governance concern. Impact for investors is limited, warranting a neutral stance.

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)
06/20/2025

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	06/24/2025		P		20	A	$4.46(2)	144,255	I(1)	CUST
Common Stock	06/25/2025		P		2	A	$4.5	144,257	I(1)	CUST
Common Stock	06/26/2025		P		22	A	$4.5	144,279	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 June 24, 2025 were purchased in multiple transactions at prices ranging from $4.35 to $4.50 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	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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