Direct Digital Holdings Chairman Boosts Stake: What Investors Should Know

Rhea-AI Filing Summary

Mark D. Walker, Chairman, CEO, and 10% owner of Direct Digital Holdings, reported significant securities transactions on June 18, 2025. The filing details two key transactions:

1. Acquisition of 165,000 shares of Class A Common Stock indirectly through AJN Energy & Transport Ventures, LLC

2. Conversion of Class A Common Units of Direct Digital Holdings LLC, where Walker holds 5,254,000 derivative securities indirectly through Direct Digital Management, LLC. These units are exchangeable for Class A Common Stock on a one-for-one basis.

Notable ownership positions:

• 22,369 shares of Class A Common Stock held directly
• 165,000 shares held indirectly through AJN Energy & Transport Ventures
• 5,254,000 convertible units held through Direct Digital Management

The transaction involves a complex ownership structure with exchangeable units that, upon conversion, require cancellation of corresponding Class B Common Stock shares, which carry voting rights but no economic value.

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
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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 TX 77027

(City) (State) (Zip)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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

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

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

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	06/18/2025		C		165,000	A	(1)	165,000	I	By AJN Energy & Transport Ventures, LLC
Class A Common Stock, par value $0.001 per share								22,369	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Units of Direct Digital Holdings LLC	(1)	06/18/2025		C			165,000	(1)	(1)	Class A Common Stock, par value $0.001 per share	165,000	$0	5,254,000	I	By Direct Digital Management, LLC

Explanation of Responses:

1. Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Direct Digital Holdings, LLC, dated as of February 15, 2022, Class A Common Units (as defined therein) held by the Reporting Person (indirectly through the Reporting Person's ownership interest in Direct Digital Management, LLC) are exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments. The Class A Common Units have no expiration date. At the time of any such exchange, an equal number of shares of Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, are cancelled.

Remarks:

	/s/ Mark Walker	06/20/2025
	** 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.
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FAQ

What insider transaction did DRCT's CEO Mark Walker report on June 18, 2025?

On June 18, 2025, DRCT's CEO Mark Walker acquired 165,000 shares of Class A Common Stock indirectly through AJN Energy & Transport Ventures, LLC. This was part of a conversion transaction involving Class A Common Units of Direct Digital Holdings LLC.

How many DRCT shares does Mark Walker own directly after the reported transaction?

Following the reported transaction, Mark Walker directly owns 22,369 shares of DRCT Class A Common Stock.

What positions does Mark Walker hold at Direct Digital Holdings (DRCT)?

Mark Walker serves multiple roles at DRCT: Chairman and CEO, Director, and is also a 10% Owner of the company.

How many Class A Common Units of Direct Digital Holdings LLC does Mark Walker beneficially own after the transaction?

After the transaction, Mark Walker beneficially owns 5,254,000 Class A Common Units of Direct Digital Holdings LLC indirectly through Direct Digital Management, LLC.

What is the exchange ratio for DRCT's Class A Common Units to Class A Common Stock?

According to the filing, Class A Common Units are exchangeable for shares of Class A Common Stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments. When exchanged, an equal number of Class B Common Stock shares are cancelled.