Form 4 for DRCT Direct Digital Holdings, Inc.
Accepted 2026-06-29 17:09:38 ET · period of report 2026-01-24 · accession 0001896664-26-000002 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMT | 2026-06-29 17:09 | 2026-01-24+ | DRCT | Walker Mark D | COB, CEO, Dir | M - OptEx | — | +316 | 241 | New | — |
| DMT | 2026-06-29 17:09 | 2026-01-24+ | DRCT | Walker Mark D | COB, CEO, Dir | F - Tax | $11.79 | -95 | 221 | -30% | -$1,120 |
| DTI | 2026-06-29 17:09 | 2026-06-12 | DRCT | Walker Mark D | COB, CEO, Dir | S - Sale+OE | $2.80 | -1,363 | 0 | -100% | -$3,816 |
| DMT | 2026-06-29 17:09 | 2026-01-24+ | DRCT | Walker Mark D | COB, CEO, Dir | M - OptEx | $0.00 | -316 | 136 | -70% | $0 |
| DT | 2026-06-29 17:09 | 2026-03-24 | DRCT | Walker Mark D | COB, CEO, Dir | A - Grant | $0.00 | +8,750 | 8,750 | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock, par value $0.001 per share | 2026-01-24 | M | A | 204 | — | 204 | D | — | — | (F1) On January 12, 2026, Direct Digital Holdings, Inc. (the "Company") effected a 55-to-1 reverse stock split (the "January Reverse Stock Split") and subsequently on April 27, 2026, the Company effected a 4-to-1 reverse stock split (the "April Reverse Stock Split," and together with the January Reverse Stock Split, the "Reverse Stock Splits"). The Securities Acquired reported in connection with this transaction have been adjusted to reflect the April Reverse Stock Split and the Amount of Securities Beneficially Owned Following Reported Transaction in connection with this transaction have been adjusted to reflect the Reverse Stock Splits. (F2) Restricted stock units convert into shares of the Company's Class A Common Stock, par value $0.001 per share, on a one-for-one basis. (F1) On January 12, 2026, Direct Digital Holdings, Inc. (the "Company") effected a 55-to-1 reverse stock split (the "January Reverse Stock Split") and subsequently on April 27, 2026, the Company effected a 4-to-1 reverse stock split (the "April Reverse Stock Split," and together with the January Reverse Stock Split, the "Reverse Stock Splits"). The Securities Acquired reported in connection with this transaction have been adjusted to reflect the April Reverse Stock Split and the Amount of Securities Beneficially Owned Following Reported Transaction in connection with this transaction have been adjusted to reflect the Reverse Stock Splits. |
| 2 | Common | Class A Common Stock, par value $0.001 per share | 2026-01-24 | F | D | 61 | $16.48 | 143 | D | — | — | (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. (F4) Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units on the applicable transaction date. (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. |
| 3 | Common | Class A Common Stock, par value $0.001 per share | 2026-03-20 | M | A | 45 | — | 188 | D | — | — | (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. (F2) Restricted stock units convert into shares of the Company's Class A Common Stock, par value $0.001 per share, on a one-for-one basis. |
| 4 | Common | Class A Common Stock, par value $0.001 per share | 2026-03-20 | F | D | 14 | $3.52 | 174 | D | — | — | (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. (F4) Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units on the applicable transaction date. (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. |
| 5 | Common | Class A Common Stock, par value $0.001 per share | 2026-04-01 | M | A | 67 | — | 241 | D | — | — | (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. (F2) Restricted stock units convert into shares of the Company's Class A Common Stock, par value $0.001 per share, on a one-for-one basis. |
| 6 | Common | Class A Common Stock, par value $0.001 per share | 2026-04-01 | F | D | 20 | $3.29 | 221 | D | — | — | (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. (F4) Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units on the applicable transaction date. (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. |
| 7 | Common | Class A Common Stock, par value $0.001 per share | 2026-06-12 | S | D | 1,363 | $2.80 | 0 | I By AJN Energy & Transport Ventures, LLC | — | — | (F1) On January 12, 2026, Direct Digital Holdings, Inc. (the "Company") effected a 55-to-1 reverse stock split (the "January Reverse Stock Split") and subsequently on April 27, 2026, the Company effected a 4-to-1 reverse stock split (the "April Reverse Stock Split," and together with the January Reverse Stock Split, the "Reverse Stock Splits"). The Securities Acquired reported in connection with this transaction have been adjusted to reflect the April Reverse Stock Split and the Amount of Securities Beneficially Owned Following Reported Transaction in connection with this transaction have been adjusted to reflect the Reverse Stock Splits. (F5) This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 11, 2024. This transaction was executed in multiple trades at prices ranging from $2.76 to $2.84 per share. The price reported above reflects the weighted average purchase price on the date indicated rounded to the nearest penny. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares. |
| 8 | Derivative | Restricted Stock Units | 2026-01-24 | M | D | 204 | $0.00 | 0 | D | — · — to — | 204 Class A Common Stock, par value $0.001 per share | (F2) Restricted stock units convert into shares of the Company's Class A Common Stock, par value $0.001 per share, on a one-for-one basis. (F6) On January 24, 2025, the reporting person was granted 204 restricted stock units, vesting on the first anniversary of the grant date conditioned on continued employment as of the vesting date. All of the restricted stock units vested on January 24, 2026. This grant was previously reported as covering 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. (F6) On January 24, 2025, the reporting person was granted 204 restricted stock units, vesting on the first anniversary of the grant date conditioned on continued employment as of the vesting date. All of the restricted stock units vested on January 24, 2026. This grant was previously reported as covering 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. (F6) On January 24, 2025, the reporting person was granted 204 restricted stock units, vesting on the first anniversary of the grant date conditioned on continued employment as of the vesting date. All of the restricted stock units vested on January 24, 2026. This grant was previously reported as covering 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. (F6) On January 24, 2025, the reporting person was granted 204 restricted stock units, vesting on the first anniversary of the grant date conditioned on continued employment as of the vesting date. All of the restricted stock units vested on January 24, 2026. This grant was previously reported as covering 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. |
| 9 | Derivative | Restricted Stock Units | 2026-03-20 | M | D | 45 | $0.00 | 0 | D | — · — to — | 45 Class A Common Stock, par value $0.001 per share | (F2) Restricted stock units convert into shares of the Company's Class A Common Stock, par value $0.001 per share, on a one-for-one basis. (F7) On March 20, 2023, the reporting person was granted 135 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on March 20, 2024, an additional 33% of the restricted stock units vested on March 20, 2025, and the remaining balance of 34% of the restricted stock units vested on March 20, 2026. This grant was previously reported as covering 29,910 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. (F7) On March 20, 2023, the reporting person was granted 135 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on March 20, 2024, an additional 33% of the restricted stock units vested on March 20, 2025, and the remaining balance of 34% of the restricted stock units vested on March 20, 2026. This grant was previously reported as covering 29,910 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. (F7) On March 20, 2023, the reporting person was granted 135 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on March 20, 2024, an additional 33% of the restricted stock units vested on March 20, 2025, and the remaining balance of 34% of the restricted stock units vested on March 20, 2026. This grant was previously reported as covering 29,910 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. (F7) On March 20, 2023, the reporting person was granted 135 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on March 20, 2024, an additional 33% of the restricted stock units vested on March 20, 2025, and the remaining balance of 34% of the restricted stock units vested on March 20, 2026. This grant was previously reported as covering 29,910 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. |
| 10 | Derivative | Employee Stock Options (right to buy) | 2026-03-24 | A | A | 8,750 | $0.00 | 8,750 | D | $3.32 · — to 2036-03-24 | 8,750 Class A Common Stock, par value $0.001 per share | (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. (F8) This option is scheduled to vest in three equal annual installments beginning on March 24, 2027. (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. (F3) The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. |
| 11 | Derivative | Restricted Stock Units | 2026-04-01 | M | D | 67 | $0.00 | 136 | D | — · — to — | 67 Class A Common Stock, par value $0.001 per share | (F2) Restricted stock units convert into shares of the Company's Class A Common Stock, par value $0.001 per share, on a one-for-one basis. (F9) On April 1, 2025, the reporting person was granted 203 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on April 1, 2026, an additional 33% of the restricted stock units will vest on April 1, 2027, and the remaining balance of 34% of the restricted stock units will vest on April 1, 2028. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan). This grant was previously reported as covering 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. (F9) On April 1, 2025, the reporting person was granted 203 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on April 1, 2026, an additional 33% of the restricted stock units will vest on April 1, 2027, and the remaining balance of 34% of the restricted stock units will vest on April 1, 2028. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan). This grant was previously reported as covering 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. (F9) On April 1, 2025, the reporting person was granted 203 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on April 1, 2026, an additional 33% of the restricted stock units will vest on April 1, 2027, and the remaining balance of 34% of the restricted stock units will vest on April 1, 2028. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan). This grant was previously reported as covering 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. (F9) On April 1, 2025, the reporting person was granted 203 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on April 1, 2026, an additional 33% of the restricted stock units will vest on April 1, 2027, and the remaining balance of 34% of the restricted stock units will vest on April 1, 2028. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan). This grant was previously reported as covering 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. (F9) On April 1, 2025, the reporting person was granted 203 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on April 1, 2026, an additional 33% of the restricted stock units will vest on April 1, 2027, and the remaining balance of 34% of the restricted stock units will vest on April 1, 2028. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan). This grant was previously reported as covering 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. |