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Direct Digital CFO Diaz receives 28 vested shares

The CFO's final 34% installment from an 84-unit restricted-stock grant vested on October 16, 2026.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Direct Digital Holdings, Inc. CFO Diana P. Diaz had 28 restricted stock units vest and settle into 28 shares of Class A Common Stock on October 16, 2026. The related tax withholding covered 9 shares, reported at $0.32 per share. Her reported RSU balance following the derivative transaction was zero.

Insider Diaz Diana P
Role CFO
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F3 28 $0.00 $0.00
Exercise Class A Common Stock, par value $0.001 per share F1 28 -- --
Tax Withholding Class A Common Stock, par value $0.001 per share F2 9 $0.32 $2.88
Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Class A Common Stock, par value $0.001 per share — 178 shares (Direct)
Footnotes (3)
  1. F1. Each restricted stock unit represents a contingent right to one share of DRCT's Class A Common Stock, par value $0.001 per share, upon settlement.
  2. F2. Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units for 28 shares.
  3. F3. On October 16, 2023, the reporting person was granted 84 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on October 16, 2024, an additional 33% of the restricted stock units vested on October 16, 2025, and the remaining balance of 34% of the restricted stock units vested on October 16, 2026. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan). This grant was previously reported as covering 18,650 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
Restricted stock units vested 28 restricted stock units October 16, 2026
Class A Common Stock acquired 28 shares October 16, 2026
Shares withheld for tax liabilities 9 shares Associated with the October 16, 2026 vesting
Reported price per share withheld $0.32 per share October 16, 2026
RSU balance following derivative transaction 0 restricted stock units After the October 16, 2026 transaction
Restricted stock units granted 84 restricted stock units Granted October 16, 2023
restricted stock units financial
"Each restricted stock unit represents a contingent right to one share"
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.
vesting financial
"vesting in three annual installments"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Change in Control technical
"upon a "Change in Control""
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Reverse Stock Splits financial
"adjusted to reflect the Reverse Stock Splits"
A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

FAQ

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

How many shares did DRCT CFO Diana P. Diaz receive and have withheld?

Diana P. Diaz acquired 28 shares of Class A Common Stock when 28 restricted stock units vested on October 16, 2026. The reported transactions also include 9 shares withheld to satisfy tax liabilities, at $0.32 per share.

What was the vesting schedule for Diana P. Diaz’s DRCT restricted stock units?

The 84 restricted stock units were scheduled to vest in three annual installments: 33% on October 16, 2024, an additional 33% on October 16, 2025, and the remaining 34% on October 16, 2026. The grant was made on October 16, 2023.

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

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SEC Form 4
FORM 4UNITED 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*
Diaz Diana P

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock, par value $0.001 per share10/16/2026M28A(1)187D
Class A Common Stock, par value $0.001 per share10/16/2026F9(2)D$0.32178D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)10/16/2026M28 (3) (3)Class A Common Stock, par value $0.001 per share28$00D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to one share of DRCT's Class A Common Stock, par value $0.001 per share, upon settlement.
2. Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units for 28 shares.
3. On October 16, 2023, the reporting person was granted 84 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on October 16, 2024, an additional 33% of the restricted stock units vested on October 16, 2025, and the remaining balance of 34% of the restricted stock units vested on October 16, 2026. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan). This grant was previously reported as covering 18,650 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
Remarks:
/s/ Mark Walker, attorney-in-fact for Diana P. Diaz10/19/2026
** Signature of Reporting PersonDate
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)

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