SEC Form 4 · accession 0001960753-26-000002
Direct Digital Holdings, Inc. · DRCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mistelle Locke
Director
Period of report
Jan 16, 2026
Accepted (ET)
Jun 29, 2026 · 5:08 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,F2,F3 | Jan 16, 2026 | M | 34 | — | A | 215 | D | |
| Class A Common Stock, par value $0.001 per shareF4 | Jan 16, 2026 | S | 31 | $6.51 | D | 184 | D | |
| Class A Common Stock, par value $0.001 per shareF1,F2 | Jan 24, 2026 | M | 90 | — | A | 274 | D | |
| Class A Common Stock, par value $0.001 per shareF2 | Jun 9, 2026 | M | 159 | — | A | 433 | D | |
| Class A Common Stock, par value $0.001 per shareF5 | Jun 9, 2026 | S | 76 | $2.96 | D | 357 | D | |
| Class A Common Stock, par value $0.001 per shareF2 | Jun 12, 2026 | M | 37 | — | A | 394 | D | |
| Class A Common Stock, par value $0.001 per shareF6 | Jun 12, 2026 | S | 25 | $2.91 | D | 369 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F7 | — | Jan 16, 2026 | M | 34 | D | — | — | Class A Common Stock, par value $0.001 per share | 34 | 0 | D |
| Restricted Stock UnitsF2,F8 | — | Jan 24, 2026 | M | 90 | D | — | — | Class A Common Stock, par value $0.001 per share | 90 | 0 | D |
| Restricted Stock UnitsF2,F9 | — | Jun 9, 2026 | M | 159 | D | — | — | Class A Common Stock, par value $0.001 per share | 159 | 0 | D |
| Restricted Stock UnitsF2,F10 | — | Jun 12, 2026 | M | 37 | D | — | — | Class A Common Stock, par value $0.001 per share | 37 | 0 | 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 shares acquired reported in connection with this transaction have been adjusted to reflect the April Reverse Stock Split.
- F10On 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.
- 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 34 shares.
- F5Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 159 shares.
- F6Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 37 shares.
- F7On January 16, 2023, the reporting person was granted 98 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 January 16, 2024, an additional 33 percent vested on January 16, 2025, and the remaining balance of 34 percent of the restricted stock units vested on January 16, 2026. This grant was previously reported as covering 21,739 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
- F8On 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.
- F9On 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.
Remarks
The Reporting Person is hereby disclosing delinquent transactions reportable on Form 4 that were not reported due to an administrative oversight.