Direct Digital (DRCT) president logs RSU vesting, tax withholding and 8,750-option grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Direct Digital Holdings, Inc. President W. Keith Smith reported routine equity compensation activity, including restricted stock unit (RSU) vesting, related tax withholding, and a new stock option grant. On January 24, 2026, he exercised 204 RSUs into Class A Common Stock and 61 shares were withheld to cover tax liabilities, leaving 505 directly held shares. On March 20, 2026, he exercised 45 additional RSUs into shares, with 14 shares withheld for taxes, and on April 1, 2026, 67 RSUs vested into shares at an adjusted price of $3.29 per share, bringing his direct holdings to 542 shares. Separately, on March 24, 2026, he received an award of 8,750 employee stock options with a $3.32 exercise price, scheduled to vest in three equal annual installments beginning on March 24, 2027. The filing also shows 2,114 shares of Class A Common Stock held indirectly through SKW Financial LLC. Share and award amounts have been adjusted to reflect prior reverse stock splits.
Positive
- None.
Negative
- None.
Insider Trade Summary
316 shares exercised/converted
Mixed
11 txns
Insider
SMITH W KEITH
Role
President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 67 | $0.00 | -- |
| Exercise | Class A Common Stock, par value $0.001 per share | 67 | $0.00 | -- |
| Exercise | Class A Common Stock, par value $0.001 per share | 20 | $3.29 | $65.80 |
| Grant/Award | Employee Stock Options (right to buy) | 8,750 | $0.00 | -- |
| Exercise | Restricted Stock Units | 45 | $0.00 | -- |
| Exercise | Class A Common Stock, par value $0.001 per share | 45 | $0.00 | -- |
| Tax Withholding | Class A Common Stock, par value $0.001 per share | 14 | $3.52 | $49.28 |
| Exercise | Restricted Stock Units | 204 | $0.00 | -- |
| Exercise | Class A Common Stock, par value $0.001 per share | 204 | $0.00 | -- |
| Tax Withholding | Class A Common Stock, par value $0.001 per share | 61 | $16.48 | $1K |
| holding | Class A Common Stock, par value $0.001 per share | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 136 shares (Direct, null);
Class A Common Stock, par value $0.001 per share — 542 shares (Direct, null);
Employee Stock Options (right to buy) — 8,750 shares (Direct, null);
Class A Common Stock, par value $0.001 per share — 2,114 shares (Indirect, By SKW Financial LLC)
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 Securities Acquired reported in connection with this transaction have been adjusted to reflect the April Reverse Stock Split and the Amount of Securities Beneficially Owned Following Reported Transaction in connection with this transaction have been adjusted to reflect the Reverse Stock Splits. 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 shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units on the applicable transaction date. On January 24, 2025, the reporting person was granted 204 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 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. On March 20, 2023, the reporting person was granted 135 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 March 20, 2024, an additional 33% of the restricted stock units vested on March 20, 2025, and the remaining balance of 34% of the restricted stock units vested on March 20, 2026. This grant was previously reported as covering 29,910 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. This option is scheduled to vest in three equal annual installments beginning on March 24, 2027. On April 1, 2025, the reporting person was granted 203 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 April 1, 2026, an additional 33% of the restricted stock units will vest on April 1, 2027, and the remaining balance of 34% of the restricted stock units will vest on April 1, 2028. 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 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
Key Figures
Options granted: 8,750 options
Option exercise price: $3.32 per share
RSUs exercised: 316 shares
+4 more
7 metrics
Options granted
8,750 options
Employee stock options granted March 24, 2026
Option exercise price
$3.32 per share
Employee stock options on Class A Common Stock
RSUs exercised
316 shares
Total RSU-derived shares from derivative exercises
Shares withheld for taxes
75 shares
Tax-withholding dispositions on RSU vesting
Direct shares after latest transaction
542 shares
Class A Common Stock held directly following April 1, 2026 activity
Indirectly held shares
2,114 shares
Class A Common Stock held through SKW Financial LLC
Reverse stock splits
55-to-1 and 4-to-1
Prior reverse splits underlying adjusted share figures
Key Terms
Restricted Stock Units, reverse stock split, Employee Stock Options, tax liabilities, +1 more
5 terms
Restricted Stock Units financial
"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."
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.
reverse stock split financial
"the Company effected a 55-to-1 reverse stock split and subsequently a 4-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.
Employee Stock Options financial
"Employee Stock Options (right to buy) with an exercise price of $3.3200 per share"
Employee stock options are contracts that give workers the right to buy a company's shares at a set price sometime in the future, like a coupon that lets you purchase stock at today’s price later on. Investors care because they align employees’ incentives with company performance and create a potential future claim on shares that can reduce existing owners’ percentage and add to a company’s reported compensation costs.
tax liabilities financial
"Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units"
Change in Control financial
"Vesting will be accelerated upon certain termination of employment events and 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.
FAQ
What equity transactions did DRCT President W. Keith Smith report on this Form 4?
He reported RSU vesting, related tax withholding, and a new stock option grant. Several restricted stock unit awards converted into Class A Common Stock, some shares were withheld for taxes, and he received 8,750 employee stock options at a fixed exercise price.
How many Direct Digital (DRCT) options were granted to the president and at what exercise price?
He received 8,750 employee stock options with a $3.32 exercise price. These options relate to Class A Common Stock and are scheduled to vest in three equal annual installments beginning on March 24, 2027, subject to continued service.
Were any of the DRCT Form 4 transactions open-market buys or sells?
No open-market purchases or sales are reported. The transactions consist of RSU conversions into common shares, tax-withholding dispositions where shares cover tax obligations, and a stock option grant, all typical of executive compensation rather than discretionary market trading.