MDB Capital (MDBH) director Magennis adds stock and RSUs in insider filing

Rhea-AI Filing Summary

MDB Capital Holdings director Sean James Magennis reported acquiring additional equity in the company on February 9, 2026. He exercised 10,000 RSUs at an exercise price of $0.00, receiving the same number of Class A shares, and separately was granted or otherwise acquired 10,000 shares of common stock at $3.20 per share. Following these transactions, he directly holds 40,000 shares of common stock and 60,000 RSUs, all reported as direct ownership.

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^*

Magennis Sean James

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		10,000	A	$3.2	40,000	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
RSU	$0.00	02/09/2026		M		10,000		02/09/2026	02/09/2026	Class A	10,000	$0.00	60,000	D

Explanation of Responses:

	/s/ Sean Magennis	02/12/2026
	** 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 insider transaction did MDBH director Sean Magennis report?

Sean James Magennis reported acquiring MDB Capital Holdings equity on February 9, 2026. He exercised 10,000 restricted stock units (RSUs) at $0.00 and acquired 10,000 shares of common stock at $3.20 per share, increasing both his share and RSU holdings.

How many MDBH common shares does Sean Magennis own after this Form 4?

After the reported transactions, Sean James Magennis directly owns 40,000 shares of MDB Capital Holdings common stock. This reflects the impact of the 10,000-share acquisition at $3.20 per share disclosed in the filing’s non-derivative securities table.

What happened to Sean Magennis’s RSU holdings in MDBH on February 9, 2026?

On February 9, 2026, 10,000 RSUs held by Sean James Magennis were exercised at an exercise price of $0.00, delivering 10,000 Class A shares. After this exercise, he holds 60,000 RSUs, as shown in the derivative securities section.

What transaction codes are used in Sean Magennis’s MDBH Form 4?

The Form 4 shows code M for the RSU transaction, indicating an exercise or conversion of derivative securities, and code A for the common stock, indicating a grant, award, or other acquisition. Both transactions are reported as direct beneficial ownership.

What is Sean Magennis’s relationship to MDB Capital Holdings (MDBH)?

Sean James Magennis is reported as a director of MDB Capital Holdings, LLC. The Form 4 checks the director box and does not mark him as a 10% owner or officer, framing these equity transactions as director-level insider activity.

Were Sean Magennis’s MDBH holdings reported as direct or indirect ownership?

All positions in this Form 4 are reported as direct ownership. Both the common stock and RSU entries list the ownership form as “D” (Direct), and there is no nature-of-indirect-ownership description or footnote indicating holdings through another entity.