MDB Capital Holdings, LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

14135 Midway Road, Suite G150

Addison, Texas 75001

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held at 1:00 p.m. Eastern Time on December 2, 2025

Dear Shareholders:

We cordially invite you to attend the 2025 annual meeting of shareholders (the “Annual Meeting”) of MDB Capital Holdings, LLC, a Delaware limited liability company, which will be held onDecember 2, 2025 at 1:00 p.m. Eastern Time. The Annual Meeting will be held as a virtual meeting, which will be conducted via live webcast. In order to attend the Annual Meeting, you must register in advance at www.virtualshareholdermeeting.com/MDBH2025 prior to the deadline of 11:59 pm Eastern Time, December 1, 2025. After completing the registration, you will receive a confirmation email, which will include information about when you should expect to receive a unique link to gain access to the Annual Meeting. You will not be able to attend the meeting in person. The meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

Our board of directors has fixed the close of business on October 14, 2025 as the record date for the Annual Meeting. Only shareholders of our Class A and Class B shares of record on October 14, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.

On or about November 7, 2025, we expect to mail the Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders. The Notice will contain instructions on how to access our Proxy Statement and our annual report on Form 10-K. The Notice provides instructions on how to vote via the internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying Proxy Statement and our annual report on Form 10-K can be accessed directly at the following internet address: www.proxyvote.com. All you have to do is enter the control number located on your Notice or proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote promptly via the internet, telephone or mail.

By order of the board of directors,

Christopher Marlett

Chief Executive Officer

Addison, Texas

November 7, 2024

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