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

Rhea-AI Filing Summary

MDB Capital Holdings, LLC (MDBH) director Jeremy James reported an insider equity transaction. On 08/14/2025, he acquired 10,000 shares of common stock at $3.40 per share through a transaction coded "M," which typically reflects the exercise or conversion of a derivative award. Following this transaction, he held 30,000 shares of common stock directly. A related line shows 10,000 restricted stock units (RSUs) with a conversion price of $0.00 tied to 10,000 underlying Class A shares, with 70,000 derivative securities beneficially owned afterward, all held directly.

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^*

Magennis Sean James

(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)
08/14/2025

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	08/14/2025		M		10,000	A	$3.4	30,000	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	08/14/2025		M		10,000		08/14/2025	08/14/2025	Class A	10,000	$0.00	70,000	D

Explanation of Responses:

	/s/ Jeremy James	11/14/2025
	** 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.

FAQ

What insider transaction did MDBH disclose in this Form 4?

MDB Capital Holdings, LLC (MDBH) disclosed that director Jeremy James acquired 10,000 shares of common stock on 08/14/2025 through a transaction coded "M."

At what price did the MDBH director acquire the 10,000 common shares?

The 10,000 shares of MDBH common stock were reported as acquired at a price of $3.40 per share in a transaction dated 08/14/2025.

How many MDBH common shares does the reporting person own after the transaction?

After the reported transaction, Jeremy James beneficially owned 30,000 shares of MDBH common stock, held in direct ownership.

What derivative securities related to MDBH does the insider report?

The filing lists restricted stock units (RSUs) with a conversion or exercise price of $0.00, tied to 10,000 underlying Class A shares, with 70,000 derivative securities beneficially owned afterward.

What is the insider’s relationship to MDBH?

The reporting person, Jeremy James, is identified as a Director of MDB Capital Holdings, LLC (MDBH).

When was the MDBH insider transaction reported as having occurred?

The earliest transaction date reported in the Form 4 for MDBH is 08/14/2025.