Spouse of MDB Capital (MDBH) co-founder receives 100K stock options

Q: How do the 100,000 MDBH options granted to Marlett’s spouse vest?

The 100,000 Class A underlying shares vest over time. 20,000 shares vest one year after the grant date, and the remaining 80,000 vest in equal quarterly installments of 5,000 shares after each completed subsequent quarter of Continuous Service.

Q: Are the MDBH options held directly by Christopher Marlett or indirectly?

The Form 4 classifies the holding as indirect ownership, with a footnote stating the option was issued to the spouse . Christopher A. Marlett is the reporting person, but the award itself is attributed to his spouse under indirect ownership.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MDB Capital Holdings, LLC co-founder and director Christopher A. Marlett reported an indirect acquisition of an employee stock option covering 100,000 Class A shares on May 1, 2026. The option was granted at $0.00 per option with an exercise price of $3.56 per share and was issued to his spouse.

The grant vests over time: 20,000 shares vest one year after the grant date, and the remaining 80,000 shares vest in equal quarterly installments of 5,000 shares following each completed subsequent quarter of Continuous Service under the 2022 Equity Performance Plan. After this award, indirect holdings in this option series total 1,000,000 underlying shares, and the option expires on May 1, 2036.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MARLETT CHRISTOPHER A

Role Co-Founder

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option	100,000	$0.00	--

Holdings After Transaction: Employee Stock Option — 1,000,000 shares (Indirect, See Footnote)

Footnotes (1)

100,000 Class A Shares will vest as follows: 20,000 shares vest one year after grant date and the remainder vest in equal quarterly installments of 5,000 shares after each completed subsequent annual quarter of Continuous Service (as defined in the 2022 Equity Performance Plan). Issued to the spouse.

Key Figures

Option grant size: 100,000 options Grant price: $0.00 per option Exercise price: $3.56 per share +5 more

8 metrics

Option grant size 100,000 options Employee Stock Option granted May 1, 2026

Grant price $0.00 per option Awarded as compensation, no cash paid at grant

Exercise price $3.56 per share Conversion or exercise price for Class A shares

Post-transaction holdings 1,000,000 underlying shares Total underlying Class A shares for this option position after grant

Initial vesting tranche 20,000 shares Vest one year after grant date

Quarterly vesting amount 5,000 shares Vest after each completed subsequent quarter of Continuous Service

Grant date May 1, 2026 Date of employee stock option award

Expiration date May 1, 2036 Option term end for this award

Key Terms

Employee Stock Option, Continuous Service, 2022 Equity Performance Plan, indirect ownership, +1 more

5 terms

Employee Stock Option financial

"security_title: "Employee Stock Option""

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

Continuous Service financial

"after each completed subsequent annual quarter of Continuous Service"

2022 Equity Performance Plan financial

"as defined in the 2022 Equity Performance Plan"

indirect ownership financial

"direct_or_indirect: "I", nature_of_ownership: "See Footnote""

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 05:37 PM

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option⁽¹⁾	$3.56	05/01/2026		A		100,000		05/01/2027	05/01/2036	Class A	100,000	$0.00	1,000,000	I	See Footnote⁽²⁾

Explanation of Responses:

1. 100,000 Class A Shares will vest as follows: 20,000 shares vest one year after grant date and the remainder vest in equal quarterly installments of 5,000 shares after each completed subsequent annual quarter of Continuous Service (as defined in the 2022 Equity Performance Plan).

2. Issued to the spouse.

	/s/ Chrsitopher Marlett	05/04/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did MDBH report for Christopher A. Marlett?

MDB Capital Holdings reported an indirect grant of an employee stock option covering 100,000 Class A shares to the spouse of co-founder and director Christopher A. Marlett, with an exercise price of $3.56 per share and no cash cost at grant.

How do the 100,000 MDBH options granted to Marlett’s spouse vest?

The 100,000 Class A underlying shares vest over time. 20,000 shares vest one year after the grant date, and the remaining 80,000 vest in equal quarterly installments of 5,000 shares after each completed subsequent quarter of Continuous Service.

What is the exercise price and term of the new MDBH stock options?

The employee stock option granted in this MDBH Form 4 carries an exercise price of $3.56 per Class A share. It was granted on May 1, 2026 and is scheduled to expire on May 1, 2036, giving a ten-year exercise window.

Are the MDBH options held directly by Christopher Marlett or indirectly?

The Form 4 classifies the holding as indirect ownership, with a footnote stating the option was issued to the spouse. Christopher A. Marlett is the reporting person, but the award itself is attributed to his spouse under indirect ownership.

How many MDBH underlying shares does this option represent after the transaction?

Following this grant, the reported total for this employee stock option position is 1,000,000 underlying Class A shares indirectly owned. The new award of 100,000 shares adds to the existing option-based holdings reported in this Form 4 entry.