Direct Digital Holdings insider adds 272,500 Class A units

Rhea-AI Filing Summary

Mark D. Walker, Chairman and CEO of Direct Digital Holdings, Inc. (DRCT), reported on 09/11/2025 the acquisition of 272,500 Class A Common Units of Direct Digital Holdings LLC that are exchangeable one-for-one into Class A common stock. Following the reported transaction, the filing shows 4,981,500 shares of Class A Common Stock are beneficially owned indirectly by the reporting person through Direct Digital Management, LLC. The filing notes that exchanged units would result in cancellation of an equal number of the reporting person’s Class B common shares, which the filing states have no economic value and carry one vote per share.

Positive

• 272,500 Class A Common Units acquired (exchangeable one-for-one into Class A shares)
• Beneficial ownership after transaction: 4,981,500 Class A shares (indirect)
• Reporting person holds roles: Chairman and CEO and is a 10% owner

Negative

• Upon exchange, an equal number of the reporting person’s Class B shares—stated to have no economic value—are cancelled

Insights

Corporate Governance Analyst

Insider increased indirect economic stake by 272,500 exchangeable units on 09/11/2025.

The Form 4 records a non-derivative acquisition of 272,500 Class A Common Units that are exchangeable on a one-for-one basis into Class A common stock under the LLC agreement dated February 15, 2022. The units have no expiration date.

The filing also discloses that upon any exchange, an equal number of the reporting person’s Class B shares—described in the filing as having no economic value—are cancelled.

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).

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)
09/11/2025

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	09/11/2025		C		272,500	A	(1)	272,500	I	By AJN Energy & Transport Ventures, LLC
Class A Common Stock, par value $0.001 per share								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)	09/11/2025		C			272,500	(1)	(1)	Class A Common Stock, par value $0.001 per share	272,500	$0	4,981,500	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	10/02/2025
	** 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.

FAQ

What did Mark D. Walker report on Form 4 for DRCT?

The Form 4 reports the acquisition of 272,500 Class A Common Units of Direct Digital Holdings LLC on 09/11/2025, exchangeable one-for-one into Class A common stock.

How many shares does the reporting person beneficially own after this transaction?

The filing shows 4,981,500 Class A common shares are beneficially owned indirectly following the reported transaction.

What is the relationship of the reporting person to DRCT?

The reporting person, Mark D. Walker, is listed as Chairman and CEO and a 10% owner of the issuer.

Are the acquired units immediately convertible to shares?

Per the filing, Class A Common Units are exchangeable for Class A common stock on a one-for-one basis subject to the LLC agreement’s conditions; the units have no expiration date.

What happens to Class B shares if an exchange occurs?

The filing states that at the time of any exchange, an equal number of the reporting person’s Class B common shares, which the filing states have no economic value, are cancelled.