Direct Digital CEO converts 10K units to shares

Direct Digital Holdings, Inc. (DRCT) reported that Chairman and CEO Mark D. Walker, through entities he is associated with, converted 10,000 Class A Common Units of Direct Digital Holdings LLC into 10,000 shares of Class A Common Stock on August 27, 2026.

Rhea-AI Filing Summary

Direct Digital Holdings, Inc. (DRCT) reported that Chairman and CEO Mark D. Walker, through entities he is associated with, converted 10,000 Class A Common Units of Direct Digital Holdings LLC into 10,000 shares of Class A Common Stock on August 27, 2026. Following the conversion, 11,279 Class A Common Units remain indirectly held through Direct Digital Management, LLC, and 10,000 Class A shares are indirectly held through AJN Energy & Transport Ventures, LLC, in addition to 221 Class A shares held directly. Footnotes state that the units are exchangeable one-for-one into Class A stock with related Class B shares cancelled, and that these holdings had been adjusted to reflect prior 55-to-1 and 4-to-1 reverse stock splits in 2026.

Insider Trade Summary

10,000 shares exercised/converted

Exercise 3 txns

Insider Walker Mark D

Role Chairman and CEO

Type	Security	Shares	Price	Value
Conversion	Class A Common Units of Direct Digital Holdings LLC F1, F2	10,000	$0.00	$0.00
Conversion	Class A Common Stock, par value $0.001 per share F1	10,000	--	--
holding	Class A Common Stock, par value $0.001 per share	--	--	--

Holdings After Transaction: Class A Common Units of Direct Digital Holdings LLC — 11,279 contracts (Indirect, By Direct Digital Management, LLC); Class A Common Stock, par value $0.001 per share — 10,000 shares (Indirect, By AJN Energy & Transport Ventures, LLC); Class A Common Stock, par value $0.001 per share — 221 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. On January 12, 2026, Direct Digital Holdings, Inc. effected a 55-to-1 reverse stock split and subsequently on April 27, 2026, the Company effected a 4-to-1 reverse stock split (collectively, the "Reverse Stock Splits"). The Class A Common Units held by the Reporting Person had been adjusted as a result of the Reverse Stock Splits.

Key Figures

Class A Common Units converted: 10,000 units Class A Common Stock acquired: 10,000 shares Class A Common Units remaining: 11,279 units +5 more

8 metrics

Class A Common Units converted 10,000 units Class A Common Units of Direct Digital Holdings LLC converted on August 27, 2026

Class A Common Stock acquired 10,000 shares Class A Common Stock, par value $0.001 per share, received upon conversion

Class A Common Units remaining 11,279 units Indirectly held through Direct Digital Management, LLC after the reported transaction

Indirect Class A Common Stock holding 10,000 shares Indirectly held through AJN Energy & Transport Ventures, LLC after the transaction

Direct Class A Common Stock holding 221 shares Directly held by Mark D. Walker following the reported transactions

Reverse stock split ratio 55-to-1 Reverse stock split effected on January 12, 2026

Reverse stock split ratio 4-to-1 Reverse stock split effected on April 27, 2026

Unit-to-share exchange ratio 1-to-1 Each Class A Common Unit exchangeable for one Class A Common Stock share, subject to conditions

Key Terms

Class A Common Units, reverse stock split, Second Amended and Restated Limited Liability Company Agreement, Class B Common Stock, +1 more

5 terms

Class A Common Units financial

"Class A Common Units (as defined therein) held by the Reporting Person"

reverse stock split financial

"effected a 55-to-1 reverse stock split and subsequently on April 27, 2026"

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.

Second Amended and Restated Limited Liability Company Agreement regulatory

"Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Direct"

Class B Common Stock financial

"shares of Class B Common Stock of the Issuer held by the Reporting Person"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

exchangeable financial

"Class A Common Units ... are exchangeable for shares of Class A Common Stock"

FAQ

What insider transaction did DRCT Chairman and CEO Mark D. Walker report?

Mark D. Walker reported a conversion of 10,000 Class A Common Units of Direct Digital Holdings LLC into 10,000 shares of Class A Common Stock on August 27, 2026, through entities associated with him. This was filed as a derivative conversion, not as an open-market purchase or sale.

How many DRCT Class A shares did Mark D. Walker hold after this Form 4 transaction?

After the reported transactions, Mark D. Walker is shown with 10,000 Class A shares held indirectly through AJN Energy & Transport Ventures, LLC and 221 Class A shares held directly in his own name, according to the holdings table in the filing.

How many Direct Digital Holdings LLC Class A Common Units does Mark D. Walker still hold after the conversion?

Following the conversion of 10,000 units, entities associated with Mark D. Walker continue to hold 11,279 Class A Common Units of Direct Digital Holdings LLC indirectly through Direct Digital Management, LLC, as reported in the post-transaction derivative holdings column.

What is the exchange ratio between Direct Digital Holdings LLC Class A Common Units and DRCT Class A Common Stock?

The filing states that the Class A Common Units held indirectly by Mark D. Walker are exchangeable for Class A Common Stock on a one-for-one basis, subject to specified exceptions, conditions and adjustments in the Second Amended and Restated LLC Agreement.

How did prior reverse stock splits affect Mark D. Walker’s DRCT-related holdings?

A footnote explains that on January 12, 2026 Direct Digital Holdings, Inc. effected a 55-to-1 reverse stock split, and on April 27, 2026 it effected a 4-to-1 reverse stock split. The Class A Common Units held by Mark D. Walker’s entity were adjusted as a result of these Reverse Stock Splits.

What happens to DRCT Class B Common Stock when units are exchanged for Class A shares?

The filing notes that at the time of any exchange of Class A Common Units into Class A Common Stock, an equal number of Class B Common Stock shares held by Mark D. Walker are cancelled. These Class B shares have no economic value but provide one vote per share.

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Available on EDGAR 08/28/2026 - 07:37 PM Accepted by SEC EDGAR 08/28/2026 - 07:37 PM Learn about SEC filing dates

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
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^*

Walker Mark D

(Last) (First) (Middle)

C/O DIRECT DIGITAL HOLDINGS, INC.

1177 WEST LOOP SOUT, SUITE 1300

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.001 per share	08/27/2026		C		10,000	A	(1)	10,000	I	By AJN Energy & Transport Ventures, LLC
Class A Common Stock, par value $0.001 per share								221	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)	08/27/2026		C			10,000(2)	(1)	(1)	Class A Common Stock, par value $0.001 per share	10,000	$0	11,279(2)	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.

2. On January 12, 2026, Direct Digital Holdings, Inc. effected a 55-to-1 reverse stock split and subsequently on April 27, 2026, the Company effected a 4-to-1 reverse stock split (collectively, the "Reverse Stock Splits"). The Class A Common Units held by the Reporting Person had been adjusted as a result of the Reverse Stock Splits.

Remarks:

	/s/ Mark Walker	08/28/2026
	** 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.
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)