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

Direct Digital's Major Shareholder Restructures 420K Share Ownership Without Sale

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

Rhea-AI Filing Summary

Direct Digital Management LLC, a 10% owner of Direct Digital Holdings (DRCT), reported significant transactions involving Class A Common Stock and Class A Common Units. The key transactions include:

  • March 26, 2025: Converted 70,000 Class A Common Units to Class A Common Stock, followed by distribution to a member for no consideration
  • June 18, 2025: Converted 350,000 Class A Common Units to Class A Common Stock, followed by distribution to two members for no consideration

These transactions are part of the company's Second Amended and Restated LLC Agreement, which allows Class A Common Units to be exchanged for Class A Common Stock on a one-for-one basis. When such exchanges occur, an equal number of Class B Common Stock shares (which carry voting rights but no economic value) are cancelled. Following these transactions, Direct Digital Management LLC maintains beneficial ownership of 10,448,000 Class A Common Units.

Positive

  • None.

Negative

  • None.
Insider Direct Digital Management, LLC
Role 10% Owner
Type Security Shares Price Value
Conversion Class A Common Units of Direct Digital Holdings LLC 350,000 $0.00 --
Conversion Class A Common Stock, par value $0.001 per share 350,000 $0.00 --
Other Class A Common Stock, par value $0.001 per share 350,000 $0.00 --
Conversion Class A Common Units of Direct Digital Holdings LLC 70,000 $0.00 --
Conversion Class A Common Stock, par value $0.001 per share 70,000 $0.00 --
Other Class A Common Stock, par value $0.001 per share 70,000 $0.00 --
Holdings After Transaction: Class A Common Units of Direct Digital Holdings LLC — 10,448,000 shares (Direct); Class A Common Stock, par value $0.001 per share — 350,000 shares (Direct)
Footnotes (1)
  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 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. The Reporting Person distributed 70,000 shares of Class A Common Stock to one of its members for no consideration. The Reporting Person distributed 350,000 shares of Class A Common Stock to two of its members for no consideration.
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Form 4 Insider Transactions: What Each Field Means →
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*
Direct Digital Management, LLC
(Last) (First) (Middle)
1177 WEST LOOP SOUTH, SUITE 1310
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2025
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 03/26/2025 C 70,000 A (1) 70,000 D
Class A Common Stock, par value $0.001 per share 03/26/2025 J(2) 70,000 D $0 0 D
Class A Common Stock, par value $0.001 per share 06/18/2025 C 350,000 A (1) 350,000 D
Class A Common Stock, par value $0.001 per share 06/18/2025 J(3) 350,000 D $0 0 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) 03/26/2025 C 70,000 (1) (1) Class A Common Stock, par value $0.001 per share 70,000 $0 10,798,000 D
Class A Common Units of Direct Digital Holdings LLC (1) 06/18/2025 C 350,000 (1) (1) Class A Common Stock, par value $0.001 per share 350,000 $0 10,448,000 D
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 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. The Reporting Person distributed 70,000 shares of Class A Common Stock to one of its members for no consideration.
3. The Reporting Person distributed 350,000 shares of Class A Common Stock to two of its members for no consideration.
Remarks:
/s/ Mark Walker as Managing Partner of Direct Digital Management, LLC 06/20/2025
/s/ Keith Smith as Managing Partner of Direct Digital Management, LLC 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider trading activity occurred at DRCT on March 26, 2025?

On March 26, 2025, Direct Digital Management, LLC converted 70,000 Class A Common Units into Class A Common Stock and subsequently distributed these shares to one of its members for no consideration.

How many DRCT shares did Direct Digital Management distribute on June 18, 2025?

Direct Digital Management, LLC distributed 350,000 shares of Class A Common Stock to two of its members for no consideration on June 18, 2025.

What is Direct Digital Management LLC's ownership position in DRCT?

Direct Digital Management, LLC is listed as a 10% owner of Direct Digital Holdings (DRCT). After the reported transactions, they held 10,448,000 Class A Common Units which are exchangeable for Class A Common Stock on a one-for-one basis.

How can DRCT's Class A Common Units be converted to Common Stock?

According to the filing, Class A Common Units can be exchanged for shares of Class A Common Stock on a one-for-one basis, subject to certain conditions. When exchanged, an equal number of Class B Common Stock shares (which carry voting rights but no economic value) are cancelled.

Who signed the Form 4 filing for DRCT?

The Form 4 was signed by both Mark Walker and Keith Smith as Managing Partners of Direct Digital Management, LLC on June 20, 2025.