MDB Capital director converts 10,000 stock grants

The director’s post-transaction entries report 57,100 direct Class A shares and 50,000 shares on the RSU line.

Rhea-AI Filing Summary

MDB Capital Holdings, LLC director Daniel Thomas Torpey converted 10,000 restricted stock units into 10,000 Class A shares on October 26, 2026, on a one-for-one basis. The Class A share entry lists a price of $1.55 per share. Following the transactions, the RSU row reports 50,000 shares and the Class A share row reports 57,100 directly held shares.

Insider Trade Summary

10,000 shares exercised/converted

Exercise 2 txns

Insider Torpey Daniel Thomas

Role Director

Type	Security	Shares	Price	Value
Exercise	RSU F1	10,000	$0.00	$0.00
Exercise	Class A Shares	10,000	$1.55	$16K

Holdings After Transaction: RSU — 50,000 contracts (Direct); Class A Shares — 57,100 shares (Direct)

Footnotes (1)

1. F1. Restricted stock units convert into Class A shares on a one-for-one basis.

Key Figures

Restricted stock units converted: 10,000 shares Class A shares acquired: 10,000 shares Reported per-share price: $1.55 per share +2 more

5 metrics

Restricted stock units converted 10,000 shares October 26, 2026; converted one-for-one into Class A shares

Class A shares acquired 10,000 shares October 26, 2026

Reported per-share price $1.55 per share Class A share transaction entry dated October 26, 2026

Shares following RSU transaction 50,000 shares RSU transaction row, October 26, 2026

Direct Class A shares following transaction 57,100 shares Class A share transaction row, October 26, 2026

Key Terms

restricted stock units, one-for-one basis, derivative security

3 terms

restricted stock units financial

"Restricted stock units convert into Class A shares"

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.

one-for-one basis financial

"convert into Class A shares on a one-for-one basis"

derivative security technical

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MDBH Class A shares did Daniel Thomas Torpey acquire?

Daniel Thomas Torpey acquired 10,000 Class A shares on October 26, 2026, in the reported conversion of 10,000 restricted stock units on a one-for-one basis. The Class A share row reports 57,100 shares following the transaction.

What price was reported for the MDBH Class A shares?

The Class A share transaction entry reports a price of $1.55 per share for the 10,000 shares dated October 26, 2026.

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

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Available on EDGAR 10/28/2026 - 06:05 PM EDT Accepted by SEC EDGAR 10/28/2026 - 06:05 PM EDT Learn about SEC filing dates

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026

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
Class A Shares	10/26/2026		M		10,000	A	$1.55	57,100	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	(1)	10/26/2026		M			10,000	10/26/2026	10/26/2026	Class A	10,000	$0.00	50,000	D

Explanation of Responses:

1. Restricted stock units convert into Class A shares on a one-for-one basis.

	/s/ Daniel Torpey	10/28/2026
	** 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)