[Form 4] MDB Capital Holdings, LLC Insider Trading Activity

Rhea-AI Filing Summary

Insider purchases totaling 4,000 shares were reported by Christopher Marlett, a co-founder, director and >10% owner of MDB Capital Holdings, LLC (MDBH). The filings show purchases of 2,275 shares on 10/03/2025 and 1,725 shares on 10/06/2025, at average prices of $3.35 and $3.41 respectively. After these acquisitions the reporting person beneficially owns 157,933 shares, held indirectly as custodian for a minor. The Form 4 includes explanatory footnotes that the prices are averages of multiple trades on each date and offers to provide breakdowns on request.

The purchases are non-derivative common stock acquisitions reported under Section 16; no sales, options, or other derivative transactions are disclosed. The Form 4 is signed and dated 10/07/2025.

Insights

Corporate Governance Analyst

TL;DR: A key insider modestly increased holdings by 4,000 shares over two trading days.

The reporting person is a co-founder, director and >10% owner, which means these purchases increase an already significant indirect stake held as custodian for a minor. The transactions were small ($3.34–$3.43 per share range) and non-derivative, adding 4,000 common shares and bringing total beneficial ownership to 157,933 shares.

Risks and dependencies include the indirect custody arrangement and that the filing discloses average prices only; more granular trade-level detail is available on request. Near term, monitor additional Section 16 filings for further purchases or any sales which would change the insider ownership profile.

Insider Trade Summary

Net Buyer: 4,000 shares ($13,504)

Net Buy 2 txns

Insider MARLETT CHRISTOPHER A

Role Co-Founder

Bought 4,000 shs ($14K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	1,725	$3.41	$6K
Purchase	Common Stock	2,275	$3.35	$8K

Holdings After Transaction: Common Stock — 157,933 shares (Indirect, CUST)

Footnotes (1)

1. Held as custodian for minor The reported price in Column 4 is an average purchase price. The shares acquired on October 3, 2025 were purchased in multiple transactions at prices ranging from $3.34 to $3.35 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 request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. The reported price in Column 4 is an average purchase price. The shares acquired on October 6, 2025 were purchased in multiple transactions at prices ranging from $3.39 to $3.43 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 request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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^*

MARLETT CHRISTOPHER A

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		P		2,275	A	$3.35(2)	156,208	I(1)	CUST
Common Stock	10/06/2025		P		1,725	A	$3.41(3)	157,933	I(1)	CUST

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. Held as custodian for minor

2. The reported price in Column 4 is an average purchase price. The shares acquired on October 3, 2025 were purchased in multiple transactions at prices ranging from $3.34 to $3.35 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 request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is an average purchase price. The shares acquired on October 6, 2025 were purchased in multiple transactions at prices ranging from $3.39 to $3.43 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 request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

	/s/ Christopher Marlett	10/07/2025
	** 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.