MDB Capital (NASDAQ: MDBH) director awarded 100,000 stock options at $3.19

Rhea-AI Filing Summary

Terry Jeb Barton Sr. reported acquisition or exercise transactions in this Form 4 filing.

MDB Capital Holdings, LLC director Terry Jeb Barton Sr. received an award of 100,000 Employee Stock Options on February 1, 2026. The options are exercisable at $3.19 per share for 100,000 Class A shares and expire on February 1, 2031. Following this grant, he holds 100,000 derivative securities directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Terry Jeb Barton Sr.

Role Director

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

Holdings After Transaction: Employee Stock Option — 100,000 shares (Direct)

Footnotes (1)

Key Figures

Options granted: 100,000 options Exercise price: $3.19 per share Underlying shares: 100,000 Class A shares +2 more

5 metrics

Options granted 100,000 options Employee Stock Option grant on February 1, 2026

Exercise price $3.19 per share Exercise price for Class A shares under the options

Underlying shares 100,000 Class A shares Shares underlying granted Employee Stock Options

Expiration date February 1, 2031 Option expiration for the Employee Stock Options

Holdings after grant 100,000 derivative securities Total derivative securities held directly after transaction

Key Terms

Employee Stock Option, grant/award acquisition, derivative security

3 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.

grant/award acquisition financial

"transaction_action: "grant/award acquisition""

derivative security financial

"transaction_type: "derivative" and derivativeTransactionCount: 1"

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Terry Jeb Barton Sr.

(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)
02/01/2026

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)
			Code	V	Amount	(A) or (D)	Price

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
Employee Stock Option	$3.19	02/01/2026		A		100,000		02/01/2026	02/01/2031	Class A	100,000	$0.00	100,000	D

Explanation of Responses:

	/s/ Jeb Terry	04/07/2026
	** 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)

FAQ

What insider transaction did MDBH director Terry Jeb Barton Sr. report?

Terry Jeb Barton Sr., a director of MDB Capital Holdings, reported receiving 100,000 Employee Stock Options. These options are a compensation-related award, not an open‑market stock purchase or sale, and give him the right to acquire Class A shares at a fixed exercise price.

How many MDBH stock options were granted to Terry Jeb Barton Sr.?

He was granted 100,000 Employee Stock Options. Each option is tied to one underlying Class A share, giving him the right to acquire up to 100,000 Class A shares if he chooses to exercise the options in the future.

What is the exercise price of the MDBH options granted to the director?

The options have an exercise price of $3.19 per share. This means Barton can later buy MDB Capital Holdings Class A shares at $3.19, regardless of the market price at the time he exercises, for as long as the options remain valid.

When do Terry Jeb Barton Sr.’s MDBH stock options expire?

The options expire on February 1, 2031. Until that expiration date, he may choose to exercise the options at the fixed $3.19 exercise price, subject to any vesting or other conditions that may apply under the company’s compensation arrangements.

Is the MDBH director’s option grant a market purchase or sale of shares?

No. The filing shows a grant of Employee Stock Options coded as a grant, award, or other acquisition. This represents a compensation award, not an open‑market buy or sell of MDB Capital Holdings common shares by the director.

How many MDBH derivative securities does the director hold after this transaction?

After the grant, the director holds 100,000 derivative securities related to MDB Capital Holdings. These consist of the Employee Stock Options reported in the filing, all held directly, and each linked to one underlying Class A share.