Were Mistelle Locke’s DRCT share sales open-market trades or tax-related?

The filing codes them as sales, but footnotes say they cover taxes. Footnotes explain that 31, 76, and 25 shares sold were solely to satisfy tax liabilities from vesting of 34, 159, and 37 restricted stock units, respectively.

Direct Digital (DRCT) director exercises RSUs and sells shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Direct Digital Holdings director Mistelle Locke reported multiple transactions in Class A Common Stock tied to restricted stock unit (RSU) vesting. She exercised or converted 320 RSUs into shares and 132 shares were sold in transactions coded as sales to cover tax liabilities, leaving her with 369 directly held shares after the most recent transaction. All amounts reflect the company’s January and April reverse stock splits.

Insider Trade Summary

Net Seller: 132 shares ($500)

Net Sell 11 txns

Insider Locke Mistelle

Role null

Sold 132 shs ($499.52)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	37	$0.00	--
Exercise	Class A Common Stock, par value $0.001 per share	37	$0.00	--
Sale	Class A Common Stock, par value $0.001 per share	25	$2.91	$72.75
Exercise	Restricted Stock Units	159	$0.00	--
Exercise	Class A Common Stock, par value $0.001 per share	159	$0.00	--
Sale	Class A Common Stock, par value $0.001 per share	76	$2.96	$224.96
Exercise	Restricted Stock Units	90	$0.00	--
Exercise	Class A Common Stock, par value $0.001 per share	90	$0.00	--
Exercise	Restricted Stock Units	34	$0.00	--
Exercise	Class A Common Stock, par value $0.001 per share	34	$0.00	--
Sale	Class A Common Stock, par value $0.001 per share	31	$6.51	$201.81

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Class A Common Stock, par value $0.001 per share — 394 shares (Direct, null)

Footnotes (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. 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. The Amount of Securities Beneficially Owned Following Reported Transactions has been adjusted to reflect the Reverse Stock Splits. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 34 shares. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 159 shares. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 37 shares. 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. 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. 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. 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.

Key Figures

Shares sold: 132 shares RSUs exercised/converted: 320 shares Post-transaction holdings: 369 shares +4 more

7 metrics

Shares sold 132 shares Total sellShares across reported transactions

RSUs exercised/converted 320 shares exerciseShares from derivative exercises

Post-transaction holdings 369 shares Class A Common Stock directly held after 2026-06-12

Sale price January 16, 2026 $6.51 per share 31-share sale coded S

Sale price June 9, 2026 $2.96 per share 76-share sale coded S

Sale price June 12, 2026 $2.91 per share 25-share sale coded S

Reverse stock split ratio 55-to-1 and 4-to-1 January and April reverse stock splits

Key Terms

reverse stock split, Restricted Stock Units, Amount of Securities Beneficially Owned, open-market sale, +1 more

5 terms

reverse stock split financial

"On January 12, 2026, Direct Digital Holdings, Inc. effected a 55-to-1 reverse stock split..."

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Restricted Stock Units financial

"Restricted stock units convert into shares of the Company's Class A Common Stock..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Amount of Securities Beneficially Owned financial

"The Amount of Securities Beneficially Owned Following Reported Transactions has been adjusted..."

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 05:09 PM Accepted by SEC EDGAR 06/29/2026 - 05:08 PM

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
Estimated average burden
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).

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^*

Locke Mistelle

(Last)

(First)

(Middle)

1177 WEST LOOP SOUTH, SUITE 1310

(Street)

HOUSTON

TEXAS

77027

(City)

(State)

(Zip)

UNITED STATES

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did DRCT director Mistelle Locke report?

Mistelle Locke reported RSU-related exercises and tax-driven sales. She converted 320 restricted stock units into Class A shares and 132 shares were sold in transactions reported as sales, all tied to vesting and tax obligations after reverse stock splits.

How many Direct Digital (DRCT) shares does Mistelle Locke hold after these transactions?

After the reported transactions, Mistelle Locke directly holds 369 shares. This figure comes from the most recent entry showing her Class A Common Stock balance following exercises of restricted stock units and related share sales for tax liabilities.

How many restricted stock units did Mistelle Locke’s DRCT transactions involve?

The transactions involved 320 restricted stock units converting into shares. These include 34, 90, 159 and 37 RSUs from grants made between 2023 and 2025, all adjusted to reflect the company’s January and April reverse stock splits.

How did Direct Digital’s reverse stock splits affect these DRCT insider figures?

The company completed 55-to-1 and 4-to-1 reverse stock splits. Footnotes state all reported share and RSU amounts, including acquired and beneficially owned balances, were adjusted to reflect the January and April reverse stock splits before being disclosed.

What were the reported sale prices in Mistelle Locke’s DRCT transactions?

The filing lists sales at $6.51, $2.96 and $2.91 per share. These prices correspond to small share sales on January 16, 2026, June 9, 2026, and June 12, 2026, which footnotes describe as solely to satisfy related tax liabilities.