SEC Form 4 · accession 0001298692-26-000003

Direct Digital Holdings, Inc. · DRCT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard Cohen

Director

Period of report

Jan 24, 2026

Accepted (ET)

Jun 29, 2026 · 5:10 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001880613

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock, par value $0.001 per share^F1,F2,F3	Jan 24, 2026	M	90	—	A	406	D
Class A Common Stock, par value $0.001 per share^F2	Jun 9, 2026	M	159	—	A	565	D
Class A Common Stock, par value $0.001 per share^F4	Jun 9, 2026	S	76	$2.96	D	489	D
Class A Common Stock, par value $0.001 per share^F2	Jun 12, 2026	M	37	—	A	526	D
Class A Common Stock, par value $0.001 per share^F5	Jun 12, 2026	S	25	$2.91	D	501	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F6,F2	—	Jan 24, 2026	M	90	D	—	—	Class A Common Stock, par value $0.001 per share	90	D
Restricted Stock Units^F7,F2	—	Jun 9, 2026	M	159	D	—	—	Class A Common Stock, par value $0.001 per share	159	D
Restricted Stock Units^F8,F2	—	Jun 12, 2026	M	37	D	—	—	Class A Common Stock, par value $0.001 per share	37	D

Explanation of responses

F1On 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.
F2Restricted 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.
F3The Amount of Securities Beneficially Owned Following Reported Transactions has been adjusted to reflect the Reverse Stock Splits.
F4Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 159 shares.
F5Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 37 shares.
F6On January 24, 2025, the reporting person was granted 90 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 20,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
F7On June 9, 2025, the reporting person was granted 159 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 June 9, 2026. This grant was previously reported as covering 35,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
F8On June 12, 2023, the reporting person was granted 111 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33 percent of the restricted stock units vested on June 12, 2024, an additional 33 percent vested on June 12, 2025, and the remaining balance of 34 percent of the restricted stock units vested on June 12, 2026. This grant was previously reported as covering 24,615 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.

Remarks

The Reporting Person is hereby disclosing delinquent transactions reportable on Form 4 that were not reported due to an administrative oversight.