MDB Capital director converts grants into 10,000 shares

The RSUs convert into Class A shares on a one-for-one basis, while the reported Class A acquisition price is $1.55 per share.

Rhea-AI Filing Summary

MDB Capital Holdings, LLC director Sean James Magennis reported converting 10,000 restricted stock units into 10,000 Class A shares on October 26, 2026. The Class A acquisition is reported at $1.55 per share. Following the transactions, his reported direct holdings were 40,000 RSUs and 60,000 Class A shares.

Insider Trade Summary

10,000 shares exercised/converted

Exercise 2 txns

Insider Magennis Sean James

Role Director

Type	Security	Shares	Price	Value
Exercise	RSU F1	10,000	$0.00	$0.00
Exercise	Class A Shares	10,000	$1.55	$16K

Holdings After Transaction: RSU — 40,000 contracts (Direct); Class A Shares — 60,000 shares (Direct)

Footnotes (1)

1. F1. Restricted stock units convert into Class A shares on a one-for-one basis.

Key Figures

Restricted stock units converted: 10,000 RSUs Class A shares acquired: 10,000 shares Reported price per share: $1.55 per share +2 more

5 metrics

Restricted stock units converted 10,000 RSUs October 26, 2026

Class A shares acquired 10,000 shares October 26, 2026

Reported price per share $1.55 per share Class A acquisition

RSUs following transaction 40,000 RSUs Reported direct holdings

Class A shares following transaction 60,000 shares Reported direct holdings

Key Terms

Restricted stock units, one-for-one basis, Class A shares

3 terms

Restricted stock units financial

"Restricted stock units convert into Class A shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

one-for-one basis financial

"on a one-for-one basis"

Class A shares financial

"convert into Class A shares"

Class A shares are one of a company’s distinct types of stock that come with a specific set of rights—commonly different voting power, dividend treatment, or transfer rules—defined in the company’s charter. Investors care because those rights affect control, income and resale value; like holding a seat at a table that has different rules or stronger chips than other seats, owning Class A changes how much influence and return you can expect.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MDBH shares did director Sean James Magennis acquire?

He reported acquiring 10,000 Class A shares through the one-for-one conversion of 10,000 restricted stock units on October 26, 2026. The Class A acquisition row reports $1.55 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/28/2026 - 06:01 PM EDT Accepted by SEC EDGAR 10/28/2026 - 06:01 PM EDT Learn about SEC filing dates

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)
10/26/2026

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
Class A Shares	10/26/2026		M		10,000	A	$1.55	60,000	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	(1)	10/26/2026		M			10,000	10/26/2026	10/26/2026	Class A	10,000	$0.00	40,000	D

Explanation of Responses:

1. Restricted stock units convert into Class A shares on a one-for-one basis.

	/s/ Sean Magennis	10/28/2026
	** 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)