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

Rhea-AI Filing Summary

Direct Digital Holdings (DRCT) Form 4 shows Mark D. Walker, the company's Chairman, CEO and a reported 10% owner, executed a series of stock sales in mid‑August 2025. On 08/15/2025 he sold 22,369 shares at a weighted average price of $0.41; on 08/18/2025 he sold 24,313 shares at a weighted average price of $0.39 and retained an indirect holding of 23,000 shares through AJN Energy & Transport Ventures, LLC; and on 08/19/2025 he sold 23,000 shares at a weighted average price of $0.39, after which the reported indirect holding is shown as 0. The report discloses only non‑derivative common stock transactions, executed in multiple trades with prices ranging from $0.39 to $0.43 per share, and contains no derivative holdings or additional explanatory narrative.

Positive

• Timely disclosure under Section 16 with weighted average prices and offer to provide detailed trade information on request
• No derivative or option transactions reported, simplifying assessment of insider exposure

Negative

• Significant insider sales by the Chairman/CEO and reported 10% owner totaling 69,682 shares across three days
• Reported indirect beneficial ownership reduced to zero (via AJN Energy & Transport Ventures, LLC) after the 08/19/2025 sale
• No stated purpose or 10b5‑1 plan reference in the filing to explain the timing or rationale for the disposals

Insights

Corporate Governance Expert

TL;DR: CEO and 10% owner executed multiple mid‑August sales that eliminated reported indirect holdings, raising governance and signaling questions.

Mark Walker, as Chairman, CEO and 10% owner, reported three separate cash sales of Class A common stock across 08/15–08/19/2025. The transactions reduced reported beneficial ownership through AJN Energy & Transport Ventures, LLC to zero per the filing. From a governance perspective, large insider sales by a principal executive and significant owner are material actions that investors typically scrutinize for timing and rationale. The filing complies with Section 16 disclosure requirements and supplies weighted average prices, but provides no stated purpose for the dispositions or any related plan language.

Securities Analyst

TL;DR: Multiple small‑lot trades executed at ~$0.39–$0.43 aggregated into meaningful disposals; no derivatives reported.

The Form 4 reports aggregate sales of 69,682 shares executed in multiple trades with reported weighted average prices per trade of $0.41 and $0.39 and price ranges between $0.39 and $0.43. The transactions are strictly non‑derivative dispositions and the filing indicates readiness to provide trade‑level details on request, which aids verification. Absent additional context—such as trading plan status, preplanned dispositions, or concurrent corporate events—these sales represent realized insider liquidity and could be interpreted as neutral to negative by market participants given the reporting person’s leadership role.

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 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)
08/15/2025

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	08/15/2025	08/15/2025	S		22,369	D	$0.41(1)	0	D
Class A Common Stock, par value $0.001 per share	08/18/2025	08/18/2025	S		24,313	D	$0.39(2)	23,000	I	By AJN Energy & Transport Ventures, LLC
Class A Common Stock, par value $0.001 per share	08/19/2025	08/19/2025	S		23,000	D	$0.39(3)	0	I	By AJN Energy & Transport Ventures, LLC

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 transaction was executed in multiple trades at prices ranging from $0.39 to $0.43 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 transaction was executed in multiple trades at prices ranging from $0.39 to $0.40 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 transaction was executed in multiple trades at prices ranging from $0.39 to $0.41 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	08/19/2025
	** 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 transactions did Mark D. Walker report on Form 4 for DRCT?

He reported three non‑derivative sales: 22,369 shares on 08/15/2025 at a weighted average $0.41, 24,313 shares on 08/18/2025 at $0.39, and 23,000 shares on 08/19/2025 at $0.39.

Did the filing show any derivative or option activity for DRCT?

No. Table II for derivative securities contains no entries; only Class A common stock non‑derivative sales are reported.

What beneficial ownership remained after the reported trades?

The filing shows 0 direct holdings after the first sale, an indirect holding of 23,000 shares after the 08/18/2025 sale (via AJN Energy & Transport Ventures, LLC), and 0 indirect holdings after the 08/19/2025 sale.

Were the trades executed at single prices or multiple trade prices?

Multiple trades. Each reported line reflects weighted average prices and the explanations state the trades executed at price ranges between $0.39 and $0.43 per share.

Does the Form 4 indicate a 10b5‑1 trading plan or amendment?

No. The filing does not reference a 10b5‑1 plan or indicate the transactions were made pursuant to such a plan.