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[Form 4] Direct Digital Holdings, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Direct Digital Holdings, Inc. Chief Growth Officer Maria Vilchez reported routine equity compensation activity and related tax withholding transactions. She was granted 4,375 employee stock options on March 24, 2026 with an exercise price of $3.32 per share, each option covering one share of Class A Common Stock.

On several dates from August 22, 2025 through April 1, 2026, restricted stock units (RSUs) vested and were converted on a one-for-one basis into a total of 164 shares of Class A Common Stock, while 51 shares were withheld to cover tax liabilities. Following the most recent reported transaction, Vilchez directly holds 193 shares of Class A Common Stock and 4,375 stock options, with all figures adjusted for the company’s January and April reverse stock splits.

Positive

  • None.

Negative

  • None.
Insider Lowrey Maria Vilchez
Role Chief Growth Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 33 $0.00 --
Exercise Class A Common Stock, par value $0.001 per share 33 $0.00 --
Tax Withholding Class A Common Stock, par value $0.001 per share 10 $3.34 $33.40
Grant/Award Employee Stock Options (right to buy) 4,375 $0.00 --
Exercise Restricted Stock Units 10 $0.00 --
Exercise Class A Common Stock, par value $0.001 per share 10 $0.00 --
Tax Withholding Class A Common Stock, par value $0.001 per share 4 $3.32 $13.28
Exercise Restricted Stock Units 102 $0.00 --
Exercise Class A Common Stock, par value $0.001 per share 102 $0.00 --
Tax Withholding Class A Common Stock, par value $0.001 per share 31 $16.48 $510.88
Exercise Restricted Stock Units 19 $0.00 --
Exercise Class A Common Stock, par value $0.001 per share 19 $0.00 --
Tax Withholding Class A Common Stock, par value $0.001 per share 6 $84.40 $506.40
Holdings After Transaction: Restricted Stock Units — 68 shares (Direct, null); Class A Common Stock, par value $0.001 per share — 193 shares (Direct, null); Employee Stock Options (right to buy) — 4,375 shares (Direct, null)
Footnotes (1)
  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, the Price 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. Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units on the applicable transaction date. The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. On August 22, 2022, the reporting person was granted 53 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 August 22, 2023, an additional 33% of the restricted stock units vested on August 22, 2024, and the remaining balance of 34% of the restricted stock units vested on August 22, 2025. This grant was previously reported as covering 11,700 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. On January 24, 2025, the reporting person was granted 102 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 22,500 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. On March 20, 2023, the reporting person was granted 28 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 6,315 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 101 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 22,500 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
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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*
Lowrey Maria Vilchez

(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)
Chief Growth Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025
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 share08/22/2025M19(1)A(2)89(1)D
Class A Common Stock, par value $0.001 per share08/22/2025F6(1)(3)D$84.4(1)83D
Class A Common Stock, par value $0.001 per share01/24/2026M102(4)A(2)185D
Class A Common Stock, par value $0.001 per share01/24/2026F31(3)(4)D$16.48(4)154D
Class A Common Stock, par value $0.001 per share03/20/2026M10(4)A(2)164D
Class A Common Stock, par value $0.001 per share03/20/2026F4(3)(4)D$3.32(4)160D
Class A Common Stock, par value $0.001 per share04/01/2026M33(4)A(2)193D
Class A Common Stock, par value $0.001 per share04/01/2026F10(3)(4)D$3.34(4)183D
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(2)08/22/2025M19(5) (5) (5)Class A Common Stock, par value $0.001 per share19(5)$00D
Restricted Stock Units(2)01/24/2026M102(6) (6) (6)Class A Common Stock, par value $0.001 per share102(6)$00D
Restricted Stock Units(2)03/20/2026M10(7) (7) (7)Class A Common Stock, par value $0.001 per share10(7)$00D
Employee Stock Options (right to buy)$3.32(4)03/24/2026A4,375(4) (8)03/24/2036Class A Common Stock, par value $0.001 per share4,375(4)$04,375(4)D
Restricted Stock Units(2)04/01/2026M33(9) (9) (9)Class A Common Stock, par value $0.001 per share33(9)$068(9)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 Securities Acquired reported, the Price and the Amount of Securities Beneficially Owned Following Reported Transaction in connection with this transaction have been adjusted to reflect the Reverse Stock Splits.
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. Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units on the applicable transaction date.
4. The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split.
5. On August 22, 2022, the reporting person was granted 53 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 August 22, 2023, an additional 33% of the restricted stock units vested on August 22, 2024, and the remaining balance of 34% of the restricted stock units vested on August 22, 2025. This grant was previously reported as covering 11,700 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
6. On January 24, 2025, the reporting person was granted 102 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 22,500 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
7. On March 20, 2023, the reporting person was granted 28 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 6,315 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
8. This option is scheduled to vest in three equal annual installments beginning on March 24, 2027.
9. On April 1, 2025, the reporting person was granted 101 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 22,500 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 Maria Vilchez Lowrey06/29/2026
** 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)