DRCT insider conversion and 872,500-share distribution to members

Rhea-AI Filing Summary

Direct Digital Management, LLC reported changes in beneficial ownership of Direct Digital Holdings, Inc. (DRCT). On 09/11/2025 the reporting person completed two linked transactions: a conversion event (Code C) of 872,500 Class A Common Units into 872,500 shares of Class A Common Stock, and a distribution (Code J) by which 872,500 shares of Class A Common Stock were distributed to two members for no consideration. After these transactions the reporting person beneficially owns 9,575,500 shares of Class A Common Stock, held indirectly. The filing explains the Class A Common Units are exchangeable one-for-one for Class A shares under the LLC agreement and that corresponding Class B shares held by the reporting person, which have no economic value, are cancelled upon exchange.

Positive

• Conversion of Class A Common Units into 872,500 Class A shares executed under the LLC agreement
• Indirect beneficial ownership remains substantial at 9,575,500 Class A shares following the transactions

Negative

• 872,500 Class A shares were distributed to two members for no consideration, reducing the reporting entity's direct economic stake
• The distribution was recorded as a Code J transaction, indicating internal reallocation rather than a sale that would provide liquidity

Insights

Corporate Governance Expert

Insider converted units and distributed 872,500 shares; remaining indirect stake is 9,575,500.

The filing shows a mechanical exchange of Class A units into Class A common stock under the LLC agreement and an immediate distribution of the resulting 872,500 shares to two members for no consideration. This is documented as a Code C conversion plus Code J distribution, and the reporting entity retains an indirect beneficial ownership position of 9,575,500 Class A shares after the transactions.

Because the transaction is a conversion and internal distribution rather than an open-market sale, the filing records a change in ownership form and allocation among members rather than a public liquidity event. The concrete monitoring item is the transaction date: 09/11/2025.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Direct Digital Management, LLC

(Last) (First) (Middle)

1177 WEST LOOP SOUTH, SUITE 1310

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Direct Digital Holdings, Inc. [ DRCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	09/11/2025		C		872,500	A	(1)	872,500	D
Class A Common Stock, par value $0.001 per share	09/11/2025		J(2)		872,500	D	$0	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Class A Common Units of Direct Digital Holdings LLC	(1)	09/11/2025		C			872,500	(1)	(1)	Class A Common Stock, par value $0.001 per share	872,500	$0	9,575,500	D

Explanation of Responses:

1. Pursuant 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 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.

2. The Reporting Person distributed 872,500 shares of Class A Common Stock to two of its members for no consideration.

Remarks:

	/s/ Mark Walker as Managing Partner of Direct Digital Management, LLC	10/02/2025
	/s/ Keith Smith as Managing Partner of Direct Digital Management, LLC	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions were reported on the Form 4 for DRCT?

On 09/11/2025 the reporting person converted 872,500 Class A Common Units into 872,500 Class A shares (Code C) and distributed 872,500 Class A shares to two members for no consideration (Code J).

How many Class A shares does Direct Digital Management, LLC beneficially own after the filing?

The reporting person beneficially owns 9,575,500 Class A Common Stock shares following the reported transactions.

Were the distributed shares sold in the open market?

No. The filing states the 872,500 shares were distributed to two members for no consideration, not sold on the open market.

What causes cancellation of Class B shares mentioned in the filing?

The filing explains that upon exchange of Class A Common Units for Class A shares, an equal number of Class B Common Stock shares held by the reporting person, which have no economic value, are cancelled.

Who signed the Form 4 for the reporting entity?

The Form 4 was signed by Mark Walker and Keith Smith as Managing Partners of Direct Digital Management, LLC on 10/02/2025.