MDB Capital (MDBH) director adds shares via grant and 10,000 RSU exercise

Rhea-AI Filing Summary

MDB Capital Holdings director Daniel Torpey reported acquiring additional MDBH equity on February 9, 2026. He received a grant of 10,000 shares of common stock at $3.20 per share and exercised 10,000 RSUs into 10,000 Class A shares at an exercise price of $0.00. Following these transactions, he directly held 37,100 shares of common stock and 70,000 RSUs.

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

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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^*

Torpey Daniel Thomas

(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	37,100	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	70,000	D

Explanation of Responses:

	/s/ Daniel Torpey	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 Daniel Torpey report?

Daniel Torpey reported acquiring MDB Capital Holdings equity through a stock grant and RSU exercise. He received 10,000 common shares and exercised 10,000 RSUs into 10,000 Class A shares, both transactions dated February 9, 2026, under a Form 4 filing.

How many MDBH common shares did Daniel Torpey acquire on February 9, 2026?

He acquired 10,000 MDBH common shares on February 9, 2026. The Form 4 labels the transaction code as a grant, award, or other acquisition at a price of $3.20 per share, increasing his directly held common stock position.

What RSU-related transaction did Daniel Torpey report for MDBH?

Torpey reported exercising 10,000 restricted stock units (RSUs) at an exercise price of $0.00. These RSUs converted into 10,000 Class A shares of MDB Capital Holdings on February 9, 2026, as shown in the derivative securities section of the Form 4.

What are Daniel Torpey’s MDBH holdings after the reported transactions?

After the reported transactions, Torpey directly beneficially owned 37,100 shares of MDBH common stock and 70,000 RSUs. These post-transaction balances appear in the Form 4 tables listing securities beneficially owned following the February 9, 2026 transactions.

What do the Form 4 transaction codes A and M mean for MDBH?

Code A indicates a grant, award, or other acquisition of 10,000 MDBH common shares at $3.20 per share. Code M indicates the exercise or conversion of 10,000 RSUs into 10,000 Class A shares at an exercise price of $0.00, both on February 9, 2026.

Is Daniel Torpey’s MDBH ownership reported as direct or indirect?

His MDBH holdings in this Form 4 are reported as direct ownership. Both the common stock and RSUs show ownership type coded as “D” for direct, with no nature of indirect beneficial ownership disclosed in the provided transaction tables or footnotes.