CFO adds 10,000 MDB Capital (MDBH) shares and exercises RSUs

Rhea-AI Filing Summary

MDB Capital Holdings chief financial officer James Jeremy William reported new share-based transactions in MDBH. On February 9, 2026, he acquired 10,000 shares of Common Stock at $3.20 per share as a grant, bringing his directly held common shares to 29,839.

On the same date, he also exercised 10,000 restricted stock units (RSUs) at an exercise price of $0.00 per unit, with 60,000 RSUs reported as beneficially owned afterward. All reported holdings are listed 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

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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)
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	29,839	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
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/ Jeremy James	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 MDB Capital (MDBH) report for its CFO?

MDB Capital’s CFO James Jeremy William reported acquiring 10,000 shares of Common Stock as a grant on February 9, 2026 at $3.20 per share, increasing his directly held common shares to 29,839, according to the Form 4 filing.

How many MDBH Common Stock shares does the CFO own after this Form 4?

After the reported transaction, the CFO directly holds 29,839 shares of MDB Capital Common Stock. This figure reflects the impact of the 10,000-share grant reported on February 9, 2026, as disclosed in the Form 4 filing.

What RSU activity did the MDBH CFO report on February 9, 2026?

The CFO exercised 10,000 restricted stock units (RSUs) at an exercise price of $0.00 on February 9, 2026. Following this derivative transaction, 60,000 RSUs were reported as beneficially owned on a direct basis in the Form 4.

Were the MDBH CFO’s reported holdings direct or indirect ownership?

All reported positions in the filing, including both Common Stock and RSUs, are listed as directly owned. The Form 4 shows ownership type as “D” (direct), and no nature of indirect beneficial ownership is indicated in the disclosure.

What transaction codes appear in the MDBH CFO’s Form 4 filing?

The Form 4 shows transaction code “A” for a grant, award, or other acquisition of 10,000 shares of Common Stock, and code “M” for the exercise or conversion of 10,000 RSUs, both dated February 9, 2026, under Section 16 reporting.