Form 4: MongoDB Director Dwight Merriman Sells 10,000 Shares

Director Dwight A. Merriman sold 10,000 MongoDB shares via a Rule 10b5-1 plan on Nov. 14, 2025, and now holds 1,055,316 shares directly.

Summary

• Director Dwight A. Merriman executed three open-market sales totaling 10,000 MongoDB, Inc. (MDB) common shares on 2025-11-14 under a pre-arranged Rule 10b5-1 trading plan.
• Transactions: 6 shares at $337.00; 9,674 shares at a weighted average price of $338.50 (range $338.00–$338.98); 320 shares at a weighted average price of $339.22 (range $339.14–$339.31).
• Direct holdings after the transactions: 1,055,316 shares.
• Indirect holdings: 502,896 shares held by The Dwight A. Merriman 2012 Trust (for his children) and 83,845 shares held by the Dwight A. Merriman Charitable Foundation.
• The Foundation holdings are subject to Merriman’s voting and investment power, but he has no pecuniary interest in those shares.
• Estimated proportion of direct holdings sold: approximately 0.94% of prior direct holdings (10,000 out of ~1,065,316).
• Form signed by Paul Johnston, Attorney-in-Fact, on 2025-11-18.

Sentiment

Score: 5

Explanation: Neutral; a small, pre-planned insider sale with continued substantial ownership.

Positives

• Sales were executed under a Rule 10b5-1 trading plan, reducing concerns about trading on material nonpublic information.
• Only ~0.94% of direct holdings were sold, with Merriman retaining substantial direct ownership of 1,055,316 shares.
• Transparent disclosure of weighted-average sale prices and underlying price ranges, with an undertaking to provide full breakdowns upon request.

Negatives

• Insider selling by a director, even when pre-planned, can be perceived negatively by some investors.
• Aggregate 10,000 shares sold across three transactions on a single day.

Future Outlook

No guidance or forward-looking statements are provided in this filing.

Management Comments

• Transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
• Weighted-average sale prices are disclosed; sales occurred in multiple transactions within ranges of $338.00–$338.98 and $339.14–$339.31, with full breakdowns available upon request.
• 502,896 shares are held by The Dwight A. Merriman 2012 Trust for the benefit of his children.
• 83,845 shares are held by the Dwight A. Merriman Charitable Foundation; Merriman has voting and investment power but no pecuniary interest in these shares.

Industry Context

Insider transactions executed under Rule 10b5-1 plans are common among large-cap software companies and often reflect personal diversification or liquidity planning rather than a view on near-term business fundamentals.

Comparison to Industry Standards

• Magnitude appears modest: a ~0.94% reduction in direct holdings is in line with routine, periodic insider sales seen at peers such as Snowflake, Datadog, and ServiceNow under 10b5-1 plans.
• Use of a Rule 10b5-1 plan aligns with prevailing governance practices across U.S. tech issuers, supporting transparency and mitigating concerns about trading on material nonpublic information.

Related Party Transactions

• 502,896 shares are held indirectly via The Dwight A. Merriman 2012 Trust for the benefit of the reporting person’s children.
• 83,845 shares are held by the Dwight A. Merriman Charitable Foundation; the reporting person has voting and investment power but no pecuniary interest.

Stakeholder Impact

• Limited expected impact on shareholders given the small size of the pre-planned sale and substantial remaining ownership.
• No operational, customer, supplier, or employee implications indicated.
• Governance continuity maintained; no changes to board or management disclosed.

Key Dates

Keywords

MongoDB, MDB, Form 4, insider sale, Rule 10b5-1, Dwight A. Merriman, director trading, beneficial ownership, trust holdings, charitable foundation, technology, database software