Director Locke Mistelle converted options into 320 shares and sold $500 worth of shares (132 units at $3.78), increasing direct ownership by 104% to 369 units (SEC Form 4)
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| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Direct Digital Holdings, Inc. [ DRCT ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, par value $0.001 per share | 01/16/2026 | M | 34(1) | A | (2) | 215(3) | D | |||
| Class A Common Stock, par value $0.001 per share | 01/16/2026 | S | 31(4) | D | $6.51 | 184 | D | |||
| Class A Common Stock, par value $0.001 per share | 01/24/2026 | M | 90(1) | A | (2) | 274 | D | |||
| Class A Common Stock, par value $0.001 per share | 06/09/2026 | M | 159 | A | (2) | 433 | D | |||
| Class A Common Stock, par value $0.001 per share | 06/09/2026 | S | 76(5) | D | $2.96 | 357 | D | |||
| Class A Common Stock, par value $0.001 per share | 06/12/2026 | M | 37 | A | (2) | 394 | D | |||
| Class A Common Stock, par value $0.001 per share | 06/12/2026 | S | 25(6) | D | $2.91 | 369 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 01/16/2026 | M | 34 | (7) | (7) | Class A Common Stock, par value $0.001 per share | 34 | $0 | 0 | D | ||||
| Restricted Stock Units | (2) | 01/24/2026 | M | 90 | (8) | (8) | Class A Common Stock, par value $0.001 per share | 90 | $0 | 0 | D | ||||
| Restricted Stock Units | (2) | 06/09/2026 | M | 159 | (9) | (9) | Class A Common Stock, par value $0.001 per share | 159 | $0 | 0 | D | ||||
| Restricted Stock Units | (2) | 06/12/2026 | M | 37 | (10) | (10) | Class A Common Stock, par value $0.001 per share | 37 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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 shares acquired reported in connection with this transaction have been adjusted to reflect the April Reverse Stock Split. |
| 2. 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. |
| 3. The Amount of Securities Beneficially Owned Following Reported Transactions has been adjusted to reflect the Reverse Stock Splits. |
| 4. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 34 shares. |
| 5. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 159 shares. |
| 6. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 37 shares. |
| 7. On 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. |
| 8. On 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. |
| 9. On 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. |
| 10. On 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. |
| /s/ Mark Walker, Attorney-in-fact for Mistelle Locke | 06/29/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||