James Jeremy William 4

What Happened

• James Jeremy William, Chief Financial Officer of MDB Capital Holdings, LLC (MDBH), sold a total of 3,500 shares in two transactions to satisfy tax withholding on vested restricted stock. He sold 60 shares on 2026-01-23 at an average price of $3.34 (proceeds ≈ $200) and 3,440 shares on 2025-01-26 at an average price of $3.32 (proceeds ≈ $11,421). Total proceeds across both sales were about $11,621. These were sales (routine sell-to-cover for tax withholding), not new purchases.

Key Details

• Transaction dates and prices:
  • 2026-01-23: 60 shares sold, average price $3.34 (prices ranged $3.32–$3.39) — footnote F1.
  • 2025-01-26: 3,440 shares sold, average price $3.32 (prices ranged $3.30–$3.34) — footnote F2.
• Total shares sold: 3,500; total reported proceeds: ≈ $11,621.
• Purpose: Reported as "sell to cover" to satisfy mandatory tax withholding on vested restricted stock (per Remarks).
• Footnotes: The reported prices are average sale prices; the reporting person will provide a breakdown of separate trade prices on request.
• Shares owned after the transactions: not disclosed in the provided filing excerpt.
• Filing timeliness: Form filed 2026-01-27 for the Jan 23, 2026 trade (filed four days later); this appears later than the usual 2-business-day Form 4 deadline and may be considered late.

Context

• Sell-to-cover transactions are routine administrative sales to cover tax withholding when restricted shares vest and do not necessarily indicate any change in insider sentiment about the company.
• The filing shows sales (code S) and tax-withholding treatment (remark/footnote), not purchases or option exercises.