MDB Capital (NASDAQ: MDBH) CFO boosts stake with RSU exercise and 10,000-share grant

Rhea-AI Filing Summary

MDB Capital Holdings CFO James Jeremy William reported equity-based acquisitions of company stock. On February 9, 2026, he received 10,000 shares of Common Stock as a grant at $3.90 per share, increasing his direct holdings to 39,839 shares.

On April 20, 2026, he exercised 10,000 RSUs into 10,000 shares of Class A Common Stock at a conversion price of $0.00. Following this derivative exercise, his direct ownership rose to 50,000 shares. The filing shows only acquisitions, with no reported sales or tax-withholding dispositions.

Insights

Equity compensation and insider-transactions analyst

CFO’s Form 4 shows routine equity compensation and RSU vesting with no share sales.

The CFO of MDB Capital Holdings, James Jeremy William, reported a 10,000-share stock grant on February 9, 2026 at $3.90 per share, followed by exercising 10,000 RSUs into Class A shares on April 20, 2026 at a $0.00 conversion price.

These are compensation-related acquisitions, not open-market buying or selling, and derivativeSummary shows no remaining derivative positions from this filing. After the April transaction, he directly holds 50,000 shares. The absence of sales or tax-withholding entries suggests a straightforward increase in equity exposure, typical for executive compensation rather than an active trading signal.

Insider Trade Summary

Net Buyer: 10,000 shares

Net Buy 2 txns

Insider James Jeremy William

Role CFO

Type	Security	Shares	Price	Value
Exercise	RSU	10,000	$0.00	$0.00
Grant/Award	Common Stock	10,000	$3.90	$39K

Holdings After Transaction: RSU — 50,000 shares (Direct); Common Stock — 39,839 shares (Direct)

Key Figures

Stock grant shares: 10,000 shares Grant price: $3.90 per share RSUs exercised: 10,000 units +3 more

6 metrics

Stock grant shares 10,000 shares Common Stock grant on February 9, 2026

Grant price $3.90 per share Common Stock grant on February 9, 2026

RSUs exercised 10,000 units RSU exercise into Class A on April 20, 2026

RSU conversion price $0.00 RSU exercise on April 20, 2026

Shares after RSU exercise 50,000 shares Direct ownership following April 20, 2026 transaction

Shares after stock grant 39,839 shares Direct ownership following February 9, 2026 grant

Key Terms

RSU, Exercise or conversion of derivative security, Grant, award, or other acquisition, derivative exercise/conversion, +1 more

5 terms

RSU financial

"security_title": "RSU""

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.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Grant, award, or other acquisition financial

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

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/22/2026 - 06:07 AM Learn about SEC filing dates

FAQ

What insider transactions did MDBH CFO James Jeremy William report on this Form 4?

He reported two equity acquisitions: a grant of 10,000 shares of Common Stock on February 9, 2026 at $3.90 per share, and the exercise of 10,000 RSUs into Class A Common Stock on April 20, 2026 at a $0.00 conversion price.

Did the MDBH CFO buy or sell MDB Capital Holdings shares on the open market?

The filing shows no open-market buys or sells. Instead, it records a 10,000-share stock grant and the exercise of 10,000 RSUs, both classified as acquisitions related to compensation and derivative conversion, with no sales or tax-withholding dispositions reported.

How many MDBH shares does the CFO hold after these reported transactions?

After exercising 10,000 RSUs on April 20, 2026, the CFO directly holds 50,000 shares of MDB Capital Holdings. The earlier February 9, 2026 stock grant had brought his direct holdings to 39,839 shares before the RSU conversion increased that total.

What type of derivative security did the MDBH CFO exercise in this Form 4?

He exercised 10,000 RSUs, a type of restricted stock unit, on April 20, 2026. These RSUs converted into 10,000 shares of Class A Common Stock at a stated conversion price of $0.00, reflecting typical vesting of equity compensation rather than a cash-funded option exercise.

Were any tax-withholding or gift transactions reported by MDBH’s CFO in this filing?

No tax-withholding or gifts appear in the transaction summary. The Form 4 shows only two acquisition entries: a stock grant and an RSU exercise. The taxWithholdingCount, giftCount, and related share fields are all reported as zero in the summary data.

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^*

James Jeremy William

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		A		10,000	A	$3.9	39,839	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	04/20/2026		M		10,000		04/20/2026	04/20/2026	Class A	10,000	$0.00	50,000	D

Explanation of Responses:

	/s/ Jeremy James	04/22/2026
	** 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)