MDB Capital Holdings CFO sells 10,000 shares

The CFO's reported sale covered mandatory, non-discretionary tax withholding tied to previously reported restricted-stock vesting.

Rhea-AI Filing Summary

MDB Capital Holdings, LLC CFO Jeremy William James reported selling 10,000 common shares on October 13, 2026, at $1.99 per share. The sale covered mandatory, non-discretionary tax withholding tied to the vesting of restricted stock grants previously reported. He directly held 29,839 shares after the transaction; no Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Seller: 10,000 shares

Net Sell 1 txn

Insider James Jeremy William

Role CFO

Sold 10,000 shs ($20K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	10,000	$1.99	$20K

Holdings After Transaction: Common Stock — 29,839 shares (Direct)

Footnotes (1)

1. F1. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock grants that were previously reported. This sale is to satisfy mandatory non-discretionary tax withholding obligations by a "sell to cover" transaction.

Key Figures

Shares sold: 10,000 shares Sale price: $1.99 per share Direct shares held after transaction: 29,839 shares

3 metrics

Shares sold 10,000 shares October 13, 2026; to cover tax withholding obligations

Sale price $1.99 per share October 13, 2026

Direct shares held after transaction 29,839 shares After the October 13, 2026 transaction

Key Terms

sell to cover, tax withholding obligations, restricted stock grants

3 terms

sell to cover financial

"a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

tax withholding obligations financial

"mandatory non-discretionary tax withholding obligations"

restricted stock grants financial

"vesting of restricted stock grants"

Equity awards that give recipients actual company shares that cannot be sold, transferred, or are forfeitable until certain conditions—like time-based vesting, performance targets, or continued employment—are met. Like a gift card that only becomes usable after hitting milestones, restricted stock grants matter to investors because they affect how many shares may enter the market later, indicate insider ownership and incentives, and influence dilution and management alignment.

FAQ

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How many MDBH shares did CFO Jeremy William James sell, and at what price?

MDB Capital Holdings, LLC CFO Jeremy William James sold 10,000 common shares at $1.99 per share on October 13, 2026. The sale covered mandatory, non-discretionary tax withholding tied to previously reported restricted stock grants; he directly held 29,839 shares afterward.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/15/2026 - 02:10 PM EDT Accepted by SEC EDGAR 10/15/2026 - 02:10 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^*

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)
10/13/2026

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	10/13/2026		S		10,000(1)	D	$1.99	29,839	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

Explanation of Responses:

1. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock grants that were previously reported. This sale is to satisfy mandatory non-discretionary tax withholding obligations by a "sell to cover" transaction.

	/s/ Jeremy James	10/15/2026
	** 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)