Direct Digital CEO sells 2,136 shares of stock

Direct Digital Holdings’ CEO reported small open-market share sales via an affiliated LLC, with a modest remaining direct holding disclosed.

Rhea-AI Filing Summary

Direct Digital Holdings, Inc. (DRCT) disclosed that Chairman and CEO Mark D. Walker, through AJN Energy & Transport Ventures, LLC, sold a total of 2,136 shares of Class A Common Stock on September 1–2, 2026, in open-market transactions, and separately reports 221 shares held directly in his own name. No Rule 10b5-1 trading plan is reported for these sales.

Insider Trade Summary

Net Seller: 2,136 shares

Net Sell 3 txns

Insider Walker Mark D

Role Chairman and CEO

Sold 2,136 shs ($4K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock, par value $0.001 per share	500	$1.90	$950.00
Sale	Class A Common Stock, par value $0.001 per share F1	1,636	$2.0572	$3K
holding	Class A Common Stock, par value $0.001 per share	--	--	--

Holdings After Transaction: Class A Common Stock, par value $0.001 per share — 7,864 shares (Indirect, By AJN Energy & Transport Ventures, LLC); Class A Common Stock, par value $0.001 per share — 221 shares (Direct)

Footnotes (1)

1. F1. This transaction was executed in multiple trades at prices ranging from $1.95 to $2.165 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Key Figures

Shares sold September 1, 2026: 1,636 shares Weighted average sale price September 1, 2026: $2.0572 per share Shares sold September 2, 2026: 500 shares +3 more

6 metrics

Shares sold September 1, 2026 1,636 shares Indirect sale of Class A Common Stock via AJN Energy & Transport Ventures, LLC

Weighted average sale price September 1, 2026 $2.0572 per share Executed in multiple trades between $1.95 and $2.165 per share

Shares sold September 2, 2026 500 shares Indirect open-market sale of Class A Common Stock

Sale price September 2, 2026 $1.90 per share Indirect sale of 500 shares

Total shares sold in reported period 2,136 shares Net reported insider sales across September 1–2, 2026

Direct holdings after transaction 221 shares Directly held Class A Common Stock as of September 1, 2026

Key Terms

indirect, nature of ownership, weighted average purchase price, open market or private transaction, +1 more

5 terms

indirect financial

"The ownership type for the sold shares is reported as indirect"

nature of ownership financial

"The filing describes the nature of ownership as by AJN Energy & Transport"

weighted average purchase price financial

"The footnote notes a weighted average purchase price for trades in a range"

The weighted average purchase price is the average cost per share you paid across multiple buys, calculated so larger purchases count more than smaller ones. Imagine buying apples at different prices: the overall price you effectively paid depends on how many apples you bought at each price. Investors use it to measure true cost basis, calculate gains or losses, decide when to sell, and manage taxes and portfolio performance.

open market or private transaction financial

"The transaction code description is sale in open market or private transaction"

Rule 10b5-1 regulatory

"The document-level checkbox indicates no Rule 10b5-1 plan is reported"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did DRCT report for Mark D. Walker in this Form 4?

The filing reports that Mark D. Walker, through AJN Energy & Transport Ventures, LLC, sold 2,136 shares of Direct Digital Holdings Class A Common Stock in open-market transactions on September 1–2, 2026, and separately shows a direct holding of 221 shares in his own name.

On what dates did the DRCT insider sales occur and at what prices?

On September 1, 2026, 1,636 shares were sold at a weighted average price of $2.0572 per share, with trade prices ranging from $1.95 to $2.165. On September 2, 2026, 500 shares were sold at $1.90 per share.

Were the DRCT insider share sales made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmatively marked, and the footnotes do not reference any trading plan, so no Rule 10b5-1 trading plan is reported for these transactions.

How many DRCT shares did Mark D. Walker sell in total in this Form 4?

The Form 4 shows total reported insider sales of 2,136 shares of Direct Digital Holdings Class A Common Stock, all held indirectly through AJN Energy & Transport Ventures, LLC, across the two transaction dates.

What DRCT share holdings does Mark D. Walker report directly after these transactions?

The filing includes a holding entry showing that Mark D. Walker has 221 shares of Direct Digital Holdings Class A Common Stock held directly in his own name as of September 1, 2026.

How are the DRCT shares characterized as indirect holdings in this Form 4?

The sold shares are reported as held indirectly, with the nature of ownership described as "By AJN Energy & Transport Ventures, LLC," indicating the transactions were executed through that affiliated entity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/03/2026 - 08:46 PM EDT Accepted by SEC EDGAR 09/03/2026 - 08:46 PM EDT Learn about SEC filing dates

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^*

Walker Mark D

(Last) (First) (Middle)

C/O DIRECT DIGITAL HOLDINGS, INC.

1177 WEST LOOP SOUT, SUITE 1300

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.001 per share	09/01/2026	09/01/2026	S		1,636	D	$2.0572(1)	8,364	I	By AJN Energy & Transport Ventures, LLC
Class A Common Stock, par value $0.001 per share	09/02/2026	09/02/2026	S		500	D	$1.9	7,864	I	By AJN Energy & Transport Ventures, LLC
Class A Common Stock, par value $0.001 per share								221	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

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $1.95 to $2.165 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Mark Walker	09/03/2026
	** 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)