MDB Capital (NASDAQ: MDBH) director adds shares via 10,000-stock grant and RSU exercise

Rhea-AI Filing Summary

MDB Capital Holdings, LLC director Torpey Daniel Thomas reported acquiring additional equity in the company. On April 20, 2026, he received 10,000 shares of Common Stock at a stated value of $3.90 per share as a grant or award, bringing his direct Common Stock holdings to 47,100 shares after the transaction. The same day, he also exercised 10,000 RSUs at a conversion price of $0.00 per unit into 10,000 underlying Class A shares, a derivative exercise that increased his equity exposure without any reported open-market buying or selling.

Insights

Equity compensation analyst

Director increased MDBH exposure through equity awards and RSU vesting, with no open-market trades.

The transactions show Torpey Daniel Thomas, a director of MDB Capital Holdings, LLC, expanding his ownership via compensation-linked events. He received 10,000 Common Stock shares at $3.90 per share as a grant or award, and exercised 10,000 RSUs at a $0.00 conversion price into Class A shares.

There were no reported open-market purchases or sales; both moves are classified as acquisitions tied to grants and derivative exercises. After the grant, his direct Common Stock holdings rose to 47,100 shares. With no remaining derivatives listed in this filing, the equity shift appears to be routine compensation-related activity rather than an active trading signal.

Insider Trade Summary

10,000 shares exercised/converted

Mixed 2 txns

Insider Torpey Daniel Thomas

Role null

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

Holdings After Transaction: RSU — 60,000 shares (Direct, null); Common Stock — 47,100 shares (Direct, null)

Footnotes (1)

Key Figures

Common Stock grant: 10,000 shares Grant value per share: $3.90 per share Common Stock held after grant: 47,100 shares +2 more

5 metrics

Common Stock grant 10,000 shares Grant or award on April 20, 2026

Grant value per share $3.90 per share Common Stock grant price on April 20, 2026

Common Stock held after grant 47,100 shares Direct Common Stock holdings following transaction

RSUs exercised 10,000 units RSU derivative exercise on April 20, 2026

RSU exercise price $0.00 Conversion or exercise price for 10,000 RSUs

Key Terms

RSU, derivative security, Grant, award, or other acquisition

3 terms

RSU financial

"security_title: "RSU" ... underlying_security_shares: "10000.0000""

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.

derivative security financial

"transaction_code_description: "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.

Grant, award, or other acquisition financial

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

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^*

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)
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	04/20/2026		A		10,000	A	$3.9	47,100	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	$0.00	04/20/2026		M		10,000		04/20/2026	04/20/2026	Class A	10,000	$0.00	60,000	D

Explanation of Responses:

	/s/ Daniel Torpey	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)

FAQ

What insider transactions did MDBH director Torpey Daniel Thomas report?

He reported two acquisition transactions on April 20, 2026. One was a grant of 10,000 MDB Capital Holdings Common Stock shares, and the other was the exercise of 10,000 RSUs into 10,000 underlying Class A shares at a zero conversion price.

Did the MDBH Form 4 show any open-market buying or selling by the director?

No, the Form 4 shows no open-market buying or selling. Both transactions are coded as acquisitions: a grant or award of 10,000 Common Stock shares and an RSU exercise, rather than discretionary purchases or sales in the market.

How many MDBH Common Stock shares does Torpey Daniel Thomas own after these transactions?

Following the April 20, 2026 grant, his direct holdings of MDB Capital Holdings Common Stock total 47,100 shares. This figure comes from the Form 4 field labeled “shares following transaction” for the non-derivative Common Stock entry.

What were the terms of the RSU exercise reported for MDBH?

The director exercised 10,000 RSUs on April 20, 2026 at a conversion or exercise price of $0.00 per unit. These RSUs converted into 10,000 underlying Class A shares, reflecting a derivative exercise rather than a cash-funded market purchase.

Does the MDBH Form 4 indicate remaining derivative holdings after the RSU exercise?

The derivative summary in the data is empty, indicating no remaining derivative positions are listed in this particular Form 4. The RSU entry itself shows 10,000 units exercised into 10,000 Class A shares with an exercise and expiration date of April 20, 2026.