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

Direct Digital (NASDAQ: DRCT) director trades shares tied to RSU vesting

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

Rhea-AI Filing Summary

Direct Digital Holdings director Richard Cohen reported a combination of RSU vesting, share issuances, and related share sales. On June 9 and June 12, 2026, he sold a total of 101 shares of Class A Common Stock at prices of about $2.96 and $2.91 per share. Footnotes state these shares were sold solely to satisfy tax liabilities from vesting restricted stock units.

Cohen also exercised restricted stock units converting into 286 Class A shares on those dates and on January 24, 2026, at a stated conversion price of $0.00 per unit on a one-for-one basis. After giving effect to completed 55-to-1 and 4-to-1 reverse stock splits and these transactions, he beneficially owns 501 Class A shares directly.

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Insider Cohen Richard
Role null
Sold 101 shs ($297.71)
Type Security Shares Price Value
Exercise Restricted Stock Units 37 $0.00 --
Exercise Class A Common Stock, par value $0.001 per share 37 $0.00 --
Sale Class A Common Stock, par value $0.001 per share 25 $2.91 $72.75
Exercise Restricted Stock Units 159 $0.00 --
Exercise Class A Common Stock, par value $0.001 per share 159 $0.00 --
Sale Class A Common Stock, par value $0.001 per share 76 $2.96 $224.96
Exercise Restricted Stock Units 90 $0.00 --
Exercise Class A Common Stock, par value $0.001 per share 90 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Class A Common Stock, par value $0.001 per share — 526 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 in connection with this transaction have been adjusted to reflect the April Reverse Stock Split. 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 Amount of Securities Beneficially Owned Following Reported Transactions has been adjusted to reflect the Reverse Stock Splits. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 159 shares. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 37 shares. On January 24, 2025, the reporting person was granted 90 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 20,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. On June 9, 2025, the reporting person was granted 159 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 June 9, 2026. This grant was previously reported as covering 35,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. On June 12, 2023, the reporting person was granted 111 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33 percent of the restricted stock units vested on June 12, 2024, an additional 33 percent vested on June 12, 2025, and the remaining balance of 34 percent of the restricted stock units vested on June 12, 2026. This grant was previously reported as covering 24,615 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
Shares sold June 9, 2026 76 shares at $2.96 Class A Common Stock open-market sale to satisfy tax liabilities
Shares sold June 12, 2026 25 shares at $2.91 Class A Common Stock sale to satisfy tax liabilities
Total shares sold 101 shares Net sell shares across June 9 and June 12, 2026
RSUs converted 286 units at $0.00 Restricted stock units converting one-for-one into Class A shares
Holdings after transactions 501 shares Class A Common Stock beneficially owned directly after adjustments
January reverse split ratio 55-to-1 Reverse stock split effected January 12, 2026
April reverse split ratio 4-to-1 Reverse stock split effected April 27, 2026
reverse stock split financial
"effected a 55-to-1 reverse stock split and subsequently a 4-to-1 reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
restricted stock units financial
"Restricted stock units convert into shares of the Company's Class A Common Stock"
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.
beneficially owned financial
"The Amount of Securities Beneficially Owned Following Reported Transactions has been adjusted"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Class A Common Stock financial
"Class A Common Stock, par value $0.001 per share"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
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Form 4 Insider Transactions: What Each Field Means →
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*
Cohen Richard
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
01/24/2026		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 share01/24/2026M90(1)A(2)406(3)D
Class A Common Stock, par value $0.001 per share06/09/2026M159A(2)565D
Class A Common Stock, par value $0.001 per share06/09/2026S76(4)D$2.96489D
Class A Common Stock, par value $0.001 per share06/12/2026M37A(2)526D
Class A Common Stock, par value $0.001 per share06/12/2026S25(5)D$2.91501D
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)01/24/2026M90(6) (6) (6)Class A Common Stock, par value $0.001 per share90(6)$00D
Restricted Stock Units(2)06/09/2026M159(7) (7) (7)Class A Common Stock, par value $0.001 per share159(7)$00D
Restricted Stock Units(2)06/12/2026M37(8) (8) (8)Class A Common Stock, par value $0.001 per share37(8)$00D
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 in connection with this transaction have been adjusted to reflect the April Reverse Stock Split.
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. The Amount of Securities Beneficially Owned Following Reported Transactions has been adjusted to reflect the Reverse Stock Splits.
4. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 159 shares.
5. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 37 shares.
6. On January 24, 2025, the reporting person was granted 90 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 20,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
7. On June 9, 2025, the reporting person was granted 159 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 June 9, 2026. This grant was previously reported as covering 35,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
8. On June 12, 2023, the reporting person was granted 111 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33 percent of the restricted stock units vested on June 12, 2024, an additional 33 percent vested on June 12, 2025, and the remaining balance of 34 percent of the restricted stock units vested on June 12, 2026. This grant was previously reported as covering 24,615 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 Richard Cohen06/29/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did DRCT director Richard Cohen report?

Richard Cohen reported RSU vesting, related share issuances, and sales totaling 101 DRCT Class A shares. The transactions occurred on January 24, June 9, and June 12, 2026, and involved both exercising restricted stock units and selling shares linked to resulting tax liabilities.

How many Direct Digital (DRCT) shares did Richard Cohen sell and at what prices?

Cohen sold 101 DRCT Class A shares in June 2026. He sold 76 shares on June 9 at $2.96 per share and 25 shares on June 12 at $2.91 per share, with the filing stating these sales were solely to cover associated tax liabilities.

Why did Richard Cohen sell DRCT shares according to the Form 4?

The Form 4 footnotes state the reported share sales were made solely to satisfy tax liabilities. Specifically, shares sold on June 9 and June 12, 2026, were tied to tax obligations from vesting restricted stock units covering 159 shares and 37 shares, respectively.

How many DRCT shares does Richard Cohen own after these transactions?

After the reported transactions and reverse stock split adjustments, Cohen beneficially owns 501 Class A shares directly. The filing notes that the amount of securities beneficially owned following the reported transactions has been adjusted to reflect the previously completed reverse stock splits.

What restricted stock unit activity did Richard Cohen report for DRCT?

Cohen reported exercising restricted stock units that convert one-for-one into Class A shares at a stated price of $0.00. He converted 90 units on January 24, 2026, 159 units on June 9, 2026, and 37 units on June 12, 2026, reflecting previously granted and now-vested awards.

How did Direct Digital’s reverse stock splits affect Richard Cohen’s DRCT holdings?

The company completed 55-to-1 and 4-to-1 reverse stock splits in January and April 2026. The filing explains that securities acquired and amounts beneficially owned after the reported transactions were adjusted to reflect these reverse stock splits when presenting Cohen’s share and award figures.