MDB Capital (NASDAQ: MDBH) director adds 20,000 shares via RSU exercise and grant

Rhea-AI Filing Summary

MDB Capital Holdings director Sean James Magennis increased his direct stake through compensation-related equity events. On April 20, 2026, he exercised 10,000 RSUs into Class A shares at an exercise price of $0.00 per share. Earlier, on February 9, 2026, he received a grant of 10,000 shares of common stock at a reference price of $3.90 per share. After these acquisitions, he directly owned 50,000 shares of MDB Capital Holdings common stock.

Insights

Equity Compensation Analyst

Director’s filing shows routine equity compensation and RSU vesting, not open‑market buying or selling.

The transactions show Sean James Magennis, a director of MDB Capital Holdings, acquiring shares through compensation structures. He exercised 10,000 RSUs at an exercise price of $0.00, converting them into Class A common stock, and separately received a grant of 10,000 common shares at a reference price of $3.90.

These events are categorized as an exercise or conversion of a derivative security and a grant, award, or other acquisition, both tagged as acquisitions rather than market purchases. Following the transactions, his direct holdings totaled 50,000 shares, suggesting a moderate equity position aligned with standard board-level compensation practices.

Insider Trade Summary

10,000 shares exercised/converted

Mixed 2 txns

Insider Magennis Sean James

Role null

Type	Security	Shares	Price	Value
Exercise	RSU	10,000	$0.00	--
Grant/Award	Common Stock	10,000	$3.90	$39K

Holdings After Transaction: RSU — 50,000 shares (Direct, null); Common Stock — 50,000 shares (Direct, null)

Footnotes (1)

Key Figures

RSUs exercised: 10,000 shares RSU exercise price: $0.00 per share Stock grant size: 10,000 shares +3 more

6 metrics

RSUs exercised 10,000 shares RSU exercise into Class A shares on April 20, 2026

RSU exercise price $0.00 per share Exercise or conversion price for 10,000 RSUs

Stock grant size 10,000 shares Common stock grant on February 9, 2026

Grant reference price $3.90 per share Transaction price for common stock grant

Shares owned after transactions 50,000 shares Total direct MDBH common shares following reported events

Acquire transactions 2 events One RSU exercise and one stock grant reported

Key Terms

RSU, derivative exercise/conversion, Grant, award, or other acquisition, non-derivative, +1 more

5 terms

RSU financial

"security_title: "RSU" and 10,000 underlying Class A shares"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" for RSUs"

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

non-derivative financial

"transaction_type: "non-derivative" for common stock grant"

total_shares_following_transaction financial

"total_shares_following_transaction: "50000.0000""

Form 4 Insider Transactions: What Each Field Means →

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, TEXAS 75001

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	$3.9	50,000	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	04/20/2026		M		10,000		04/20/2026	04/20/2026	Class A	10,000	$0.00	50,000	D

Explanation of Responses:

	/s/ Sean Magennis	04/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did MDBH director Sean James Magennis report in this Form 4 filing?

He reported acquiring MDBH shares through compensation-related events. These included exercising 10,000 RSUs at a $0.00 exercise price and receiving a grant of 10,000 common shares, increasing his direct holdings to 50,000 shares after the reported transactions.

How many MDB Capital Holdings (MDBH) shares did Sean James Magennis acquire?

He acquired 20,000 shares in total. This consisted of 10,000 shares from exercising RSUs and 10,000 shares from a grant of common stock. After these transactions, his direct ownership position stood at 50,000 MDBH common shares.

Were Sean James Magennis’s MDBH transactions open-market buys or sales?

They were not open-market buys or sales. The filing classifies them as an RSU exercise and a grant or award acquisition, both compensation-related. No open-market purchase (P) or sale (S) codes appear in the reported Form 4 transactions.

What was the exercise price of the RSUs in the MDBH Form 4?

The RSUs were exercised at an exercise price of $0.00 per share. This means 10,000 RSUs converted into 10,000 Class A common shares without a cash exercise price, consistent with typical restricted stock unit vesting mechanics.

What price is associated with the MDBH common stock grant to Sean James Magennis?

The 10,000-share common stock grant is associated with a transaction price of $3.90 per share. This figure comes from the Form 4 transaction data and serves as the reference price for the grant, not an open-market trade price.

How many MDBH shares did Sean James Magennis hold after the reported transactions?

He held 50,000 MDBH common shares directly after the reported events. This post-transaction total reflects both the 10,000 shares from the RSU exercise and the 10,000-share grant included in this Form 4 filing’s transaction details.