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

Rhea-AI Filing Summary

Cricut, Inc. (CRCT) – Form 4 filed 23 Jul 2025

Chief Financial Officer Kimball C. Shill automatically acquired 93,778 Class A shares on 21 Jul 2025 as dividend-equivalent restricted stock units related to the company’s $0.75 special and $0.10 semi-annual cash dividends. Acquisition price was reported as $0.

After the credit, Shill directly owns 1,420,651 shares; indirect family accounts hold a total of 819 shares. No shares were sold.

The filing also records a fully-vested employee stock option for 27,886 shares with an adjusted exercise price of $17.50 (reflecting past special dividends) and a 24 Mar 2031 expiration.

• No open-market transactions occurred; the increase stems solely from dividend adjustments.
• Incremental dilution is immaterial (<0.2 % of basic shares), but the larger insider stake may improve perceived alignment with shareholders.

Positive

• 93,778 new shares acquired at $0 cost, increasing CFO ownership and signalling continued equity alignment.
• Option exercise price cut to $17.50, enhancing potential upside should CRCT trade above strike.

Negative

• Issuance of additional RSUs adds incremental dilution, albeit immaterial in scale.
• Continued use of special cash dividends may divert cash from growth initiatives.

Insights

Securities Analyst

TL;DR: Routine dividend-equivalent RSU credit; neutral liquidity impact, modest alignment signal.

The CFO’s acquisition is mechanical—triggered by previously declared dividends—not an active purchase, so it offers limited insight into management’s valuation view. Ownership rises to 1.42 M shares, keeping the executive highly levered to equity performance. The fully-vested option at $17.50 becomes value-creating only if CRCT trades above that level. With negligible dilution, market impact should be minimal; therefore, I classify the event as informational rather than catalytic.

Corporate Governance Expert

TL;DR: Filing underscores shareholder-friendly dividend policy; marginal dilution, governance stance unchanged.

Crediting RSUs for cash dividends aligns dividend treatment across equity classes and adheres to plan provisions—good governance hygiene. The option price reduction complies with anti-dilution clauses, preventing unintended disadvantage to insiders. Because the transactions are formulaic and no discretionary grants were made, investors should view this as standard practice, neither strengthening nor weakening governance posture.

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)
07/21/2025

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	07/21/2025	07/21/2025	S		16,735	D	$0.52(1)	68,350	I	By AJN Energy & Transport Ventures, LLC
Class A Common Stock, par value $0.001 per share	07/22/2025	07/22/2025	S		15,470	D	$0.51(2)	52,880	I	By AJN Energy & Transport Ventures, LLC
Class A Common Stock, par value $0.001 per share	07/23/2025	07/23/2025	S		5,567	D	$0.51(3)	47,313	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

Explanation of Responses:

1. This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 11, 2024. This transaction was executed in multiple trades at prices ranging from $0.51 to $0.55 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares.

2. This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 11, 2024. This transaction was executed in multiple trades at prices ranging from $0.50 to $0.54 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares.

3. This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 11, 2024. This transaction was executed in multiple trades at prices ranging from $0.50 to $0.52 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares.

Remarks:

	/s/ Mark Walker	07/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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