MDB Capital (MDBH) CFO sells 3,500 shares to cover tax withholding

Rhea-AI Filing Summary

MDB Capital Holdings CFO James Jeremy William reported small stock sales to cover tax withholding from vested restricted stock. He sold 60 common shares at an average of $3.34 on January 23 and 3,440 shares at an average of $3.32 on January 26 through multiple trades within stated price ranges.

After these mandatory sell-to-cover transactions, he directly beneficially owned 19,839 common shares.

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

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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^*

James Jeremy William

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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	01/23/2026		S		60	D	$3.34(1)	23,279	D
Common Stock	01/26/2025		S		3,440	D	$3.32(2)	19,839	D

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. The reported price in Column 4 is an average sales price. The shares sold on January 23, 2026 were sold in multiple transactions at prices ranging from $3.32 to $3.39 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The reported price in Column 4 is an average sales price. The shares sold on January 26, 2026 were sold in multiple transactions at prices ranging from $3.30 to $3.34 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 written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

Note. The sales reported upon represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock grants that were previously reported. This sale is to satisfy mandatory non-discretionary tax withholding obligations by a "sell to cover" transaction.

	/s/ Jeremy James	01/27/2026
	** 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 did MDBH CFO James Jeremy William report in this Form 4?

He reported sales of MDB Capital common stock. The CFO sold 60 shares on January 23 and 3,440 shares on January 26 in open-market transactions, primarily to cover tax withholding from vesting restricted stock grants.

How many MDBH shares did the CFO sell and at what prices?

The CFO sold a total of 3,500 shares. He sold 60 shares at an average price of $3.34 and 3,440 shares at an average price of $3.32, with each day’s trades occurring within disclosed price ranges.

How many MDBH shares does the CFO own after these transactions?

He directly owns 19,839 MDB Capital shares after the sales. This post-transaction holding reflects his remaining beneficial ownership of common stock following the reported sell-to-cover transactions to satisfy tax withholding obligations.

Why were MDBH shares sold by the CFO in this filing?

The sales were made to cover tax withholding obligations. The filing explains that the reported sales reflect a mandatory, non-discretionary "sell to cover" related to the vesting of previously granted restricted stock, rather than discretionary open-market selling.

Were the MDBH CFO’s stock sales executed in single or multiple trades?

They were executed in multiple trades each day. The filing states that January 23 trades ranged from $3.32 to $3.39 per share, and January 26 trades ranged from $3.30 to $3.34, with reported prices shown as volume-weighted averages.

Does the Form 4 explain how investors can get detailed trade prices?

Yes, detailed trade data is available on request. The CFO undertakes to provide full information on the number of shares sold at each separate price to the issuer, any security holder, or SEC staff upon written request.