SEC Form 4 · accession 0001896664-26-000007
Direct Digital Holdings, Inc. · DRCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark D Walker
Officer — Chairman and CEO · Director
Period of report
Aug 27, 2026
Accepted (ET)
Aug 28, 2026 · 7:37 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.001 per shareF1 | Aug 27, 2026 | C | 10,000 | — | A | 10,000 | I | By AJN Energy & Transport Ventures, LLC |
| Class A Common Stock, par value $0.001 per share | holding | — | — | — | 221 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Units of Direct Digital Holdings LLCF2,F1 | — | Aug 27, 2026 | C | 10,000 | D | — | — | Class A Common Stock, par value $0.001 per share | 10,000 | 11,279 | I |
Explanation of responses
- F1Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Direct Digital Holdings, LLC, dated as of February 15, 2022, Class A Common Units (as defined therein) held by the Reporting Person (indirectly through the Reporting Person's ownership interest in Direct Digital Management, LLC) are exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The Class A Common Units have no expiration date. At the time of any such exchange, an equal number of shares of Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, are cancelled.
- F2On January 12, 2026, Direct Digital Holdings, Inc. effected a 55-to-1 reverse stock split and subsequently on April 27, 2026, the Company effected a 4-to-1 reverse stock split (collectively, the "Reverse Stock Splits"). The Class A Common Units held by the Reporting Person had been adjusted as a result of the Reverse Stock Splits.