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MDB Capital (NASDAQ: MDBH) director converts RSUs into 20,000 Common shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MDB Capital Holdings, LLC director Daniel Thomas Torpey exercised restricted stock units (RSUs) into 20,000 shares of Common Stock. The Form 4 shows this as a derivative exercise, not an open‑market purchase or sale, with total directly held Common Stock rising to 27,100 shares after the transaction.

The filing also reports 80,000 RSUs remaining after this exercise. According to the footnote, each RSU converts into Common Stock on a one‑for‑one basis, meaning these awards function as stock-based compensation rather than cash transactions in the market.

Positive

  • None.

Negative

  • None.
Insider Torpey Daniel Thomas
Role null
Type Security Shares Price Value
Exercise RSU 20,000 $0.00 --
Exercise Common Stock 20,000 $0.00 --
Holdings After Transaction: RSU — 80,000 shares (Direct, null); Common Stock — 27,100 shares (Direct, null)
Footnotes (1)
  1. [object Object]
RSUs exercised 20,000 shares RSUs converted into Common Stock on exercise date
Common Stock after transaction 27,100 shares Direct Common Stock holdings following RSU exercise
Remaining RSUs 80,000 RSUs RSU balance after reported derivative exercise
RSU conversion ratio 1 RSU : 1 share Footnote states RSUs convert into Common Stock one-for-one
Exercise price $0.00 per share Stated transaction price per share for RSU conversion
RSU financial
"Transaction lists security title as RSU with 20,000 units exercised."
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 security financial
"Transaction code description notes exercise or conversion of derivative security."
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
Common Stock financial
"Non-derivative table reports 20,000 Common Stock shares acquired."
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
Form 4 regulatory
"Insider activity is disclosed through a Form 4 filing."
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
restricted stock units financial
"Footnote explains RSU converts into Common Stock on one-for-one basis."
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.
SEC Form 4
FORM 4UNITED 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*
Torpey Daniel Thomas

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/14/2025M20,000A(1)27,100D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
RSU$0.0008/14/2025M20,00008/14/202508/14/2025Class A20,000$0.0080,000D
Explanation of Responses:
1. RSU converts into common stock on one-par-one basis.
/s/ Daniel Torpey05/08/2026
** Signature of Reporting PersonDate
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 Daniel Thomas Torpey report in this Form 4?

Daniel Thomas Torpey reported exercising RSUs into 20,000 MDB Capital Holdings Common Stock shares. This was a derivative exercise, not an open-market trade, increasing his directly held Common Stock to 27,100 shares following the transaction.

Was the MDBH Form 4 transaction a stock purchase or sale on the market?

The MDBH Form 4 did not report any open-market purchase or sale. Instead, it shows a derivative exercise: RSUs converting into 20,000 Common Stock shares at a stated price of $0.00 per share, reflecting stock-based compensation rather than a market trade.

How many MDBH shares does Daniel Thomas Torpey hold after this RSU exercise?

After exercising RSUs into 20,000 Common Stock shares, Daniel Thomas Torpey holds 27,100 MDB Capital Holdings Common Stock shares directly. This figure comes from the post-transaction ownership line in the non-derivative section of the Form 4 filing.

How many MDBH RSUs remain outstanding for Daniel Thomas Torpey after this filing?

The Form 4 shows 80,000 RSUs remaining for Daniel Thomas Torpey after the transaction. A footnote explains each RSU converts into one Common Stock share, meaning these awards could become 80,000 shares if fully settled in stock.

What does an RSU exercise mean in the MDBH Form 4 context?

In this MDBH Form 4, an RSU exercise means restricted stock units converted into Common Stock on a one-for-one basis. No cash market trade occurred; it reflects stock-based compensation becoming actual shares owned directly by the reporting person.