CHRISTOPHER MARLETT - 28 Apr 2025 Form 4 Insider Report for MDB Capital Holdings, LLC (MDBH)

Role: Co-Founder, Director, 10%+ Owner
Signature: /s/ Chrsitopher Marlett
Issuer symbol: MDBH
Transactions as of: 28 Apr 2025
Net transactions value: $0
Form type: 4
Filing time: 29 Apr 2025, 21:01:48 UTC
Previous filing: 14 Apr 2025
Next filing: 30 May 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MDBH	RSU	Disposed to Issuer	$0	-900,000	-100%	$0.000000	0	28 Apr 2025	Class A	900,000	$0.000000	Direct
transaction	MDBH	Employee Stock Option	Award	$0	+900,000		$0.000000	900,000	28 Apr 2025	Class A	900,000	$4.25	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	400,000 Class A Shares will vest as follows: 200,000 shares vest immediately on grant and the remainder vest in 22 equal monthly installments of 8,333 shares for each complete subsequent month of Continuous Service (as defined in the 2022 Equity Performance Plan) and 8,341 will vest on March 15, 2027.
F2	500,000 Class A Shares are performance-based and vest upon the date on which either of the following occurs during the Exercisability Period (as defined in the Plan and option agreement: (x) a Class A Share has traded in the market on which the Class A Shares are listed for at least thirty (30) trading days at an average price of $20.00 or more, whether consecutive or non-consecutive, or (y) there are distributions of cash, stock or other property by the Company on the Class A Shares, at a value of $20.00 or more in the aggregate per Class A Share.

Content

400,000 Class A Shares will vest as follows: 200,000 shares vest immediately on grant and the remainder vest in 22 equal monthly installments of 8,333 shares for each complete subsequent month of Continuous Service (as defined in the 2022 Equity Performance Plan) and 8,341 will vest on March 15, 2027.

500,000 Class A Shares are performance-based and vest upon the date on which either of the following occurs during the Exercisability Period (as defined in the Plan and option agreement: (x) a Class A Share has traded in the market on which the Class A Shares are listed for at least thirty (30) trading days at an average price of $20.00 or more, whether consecutive or non-consecutive, or (y) there are distributions of cash, stock or other property by the Company on the Class A Shares, at a value of $20.00 or more in the aggregate per Class A Share.