[SCHEDULE 13D/A] Direct Digital Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 3 to Schedule 13D reports that the Reporting Persons — Direct Digital Management, AJN, SKW, Keith Smith and Mark Walker — hold economic interests equal to 10,448,000 Class A Common Units (exchangeable one-for-one into Class A common shares) and report aggregate beneficial ownership figures ranging from 46.0% to 46.8% depending on the reporting person. The calculation uses 12,069,388 Class A shares outstanding as of August 4, 2025, plus the exchangeable units and certain option/RSU amounts. The amendment discloses unit exchanges and distributions (including a 350,000-unit exchange and distribution on June 18, 2025), numerous open-market sales executed under 10b5-1 plans by AJN and SKW in June–July 2025, and vesting of 20,300 RSU shares for each of Messrs. Smith and Walker with 4,944 shares withheld for taxes each. The Reporting Persons state transactions were for investment purposes and that they may buy or sell additional securities in the future.

Insights

Financial Analyst

TL;DR: Reporting group holds a material ~46% economic stake; recent exchanges and planned sales altered ownership percentages.

The filing documents a concentrated economic stake represented by 10,448,000 exchangeable Class A Common Units and reports percent ownership calculated using 12,069,388 Class A shares outstanding as of August 4, 2025. Material actions include unit exchanges and distributions on June 18, 2025, and a sequence of open-market sales by AJN and SKW under pre-existing 10b5-1 plans in June–July 2025. These facts are material to capital structure and potential voting influence because the Reporting Persons together control a large portion of the economic exposure to Class A shares. The disclosure of RSU vesting and tax withholding is routine compensation reporting.

Corporate Governance Expert

TL;DR: High insider ownership and conversion mechanics are material to control and governance; sales under 10b5-1 plans are clearly disclosed.

The amendment confirms that Class A Common Units are exchangeable one-for-one into Class A stock and that related Class B shares (which the filing states have no economic value) will be cancelled upon exchange. That conversion mechanism, combined with roughly 46% beneficial economic interest reported by the group, is a material governance fact for other shareholders. The filing also documents systematic open-market disposals via 10b5-1 plans, demonstrating planned liquidity actions by certain reporting entities. No disclosure of criminal or disqualifying civil judgments was reported for the Reporting Persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Direct Digital Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share, of the Issuer.

(Title of Class of Securities)

25461T105

(CUSIP Number)

Mark Walker
1177 West Loop South, Suite 1310,
Houston, TX, 77027
8324021051

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/01/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 25461T105

1

Name of reporting person

Direct Digital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,448,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,448,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,448,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row (11): Represents 10,448,000 Class A Common Units of Direct Digital Holdings, LLC held directly by Direct Digital Management, LLC. Class A Common Units of Direct Digital Holdings, LLC are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis. At the time of any such exchange, an equal number of shares of the Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value, will be cancelled. Row (13): The percent of class was calculated based on (i) 12,069,388 shares of Class A Common Stock outstanding as of August 4, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2025, plus (ii) 10,448,000 Class A Common Units of Direct Digital Holdings, LLC (and the shares of the Issuer's Class B Common Stock relating thereto) held by the Reporting Persons of August 4, 2025. The Class A Common Units of Direct Digital Holdings, LLC are treated as exchanged for Class A Common Stock only for the purpose of computing the Reporting Person's beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

SCHEDULE 13D

CUSIP No. 25461T105

1

Name of reporting person

AJN Energy & Transport Ventures, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 47,313.00
8	Shared Voting Power 10,448,000.00
9	Sole Dispositive Power 47,313.00
10	Shared Dispositive Power 10,448,000.00

11

Aggregate amount beneficially owned by each reporting person

10,495,313.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row (11): Represents 10,448,000 Class A Common Units of Direct Digital Holdings, LLC held directly by Direct Digital Management, LLC. Class A Common Units of Direct Digital Holdings, LLC are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis. At the time of any such exchange, an equal number of shares of the Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value, will be cancelled. Row (13): The percent of class was calculated based on (i) 12,069,388 shares of Class A Common Stock outstanding as of August 4, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2025, plus (ii) 10,448,000 Class A Common Units of Direct Digital Holdings, LLC (and the shares of the Issuer's Class B Common Stock relating thereto) held by the Reporting Persons of August 4, 2025. The Class A Common Units of Direct Digital Holdings, LLC are treated as exchanged for Class A Common Stock only for the purpose of computing the Reporting Person's beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

SCHEDULE 13D

CUSIP No. 25461T105

1

Name of reporting person

SKW Financial LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 28,300.00
8	Shared Voting Power 10,448,000.00
9	Sole Dispositive Power 28,300.00
10	Shared Dispositive Power 10,448,000.00

11

Aggregate amount beneficially owned by each reporting person

10,476,300.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row (11): Represents 10,448,000 Class A Common Units of Direct Digital Holdings, LLC held directly by Direct Digital Management, LLC. Class A Common Units of Direct Digital Holdings, LLC are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis. At the time of any such exchange, an equal number of shares of the Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value, will be cancelled. Row (13): The percent of class was calculated based on (i) 12,069,388 shares of Class A Common Stock outstanding as of August 4, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2025, plus (ii) 10,448,000 Class A Common Units of Direct Digital Holdings, LLC (and the shares of the Issuer's Class B Common Stock relating thereto) held by the Reporting Persons of August 4, 2025. The Class A Common Units of Direct Digital Holdings, LLC are treated as exchanged for Class A Common Stock only for the purpose of computing the Reporting Person's beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

SCHEDULE 13D

CUSIP No. 25461T105

1

Name of reporting person

Smith, Keith

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 147,210.00
8	Shared Voting Power 10,476,300.00
9	Sole Dispositive Power 147,210.00
10	Shared Dispositive Power 10,476,300.00

11

Aggregate amount beneficially owned by each reporting person

10,623,510.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row (11): Represents 10,448,000 Class A Common Units of Direct Digital Holdings, LLC held directly by Direct Digital Management, LLC. Class A Common Units of Direct Digital Holdings, LLC are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis. At the time of any such exchange, an equal number of shares of the Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value, will be cancelled. Row (13): The percent of class was calculated based on (i) 12,069,388 shares of Class A Common Stock outstanding as of August 4, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2025, plus (ii) 10,448,000 Class A Common Units of Direct Digital Holdings, LLC (and the shares of the Issuer's Class B Common Stock relating thereto) held by the Reporting Persons of August 4, 2025. The Class A Common Units of Direct Digital Holdings, LLC are treated as exchanged for Class A Common Stock only for the purpose of computing the Reporting Person's beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

SCHEDULE 13D

CUSIP No. 25461T105

1

Name of reporting person

Walker, Mark D.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 103,209.00
8	Shared Voting Power 10,495,313.00
9	Sole Dispositive Power 103,209.00
10	Shared Dispositive Power 10,495,313.00

11

Aggregate amount beneficially owned by each reporting person

10,598,522.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Row (11): Represents 10,448,000 Class A Common Units of Direct Digital Holdings, LLC held directly by Direct Digital Management, LLC. Class A Common Units of Direct Digital Holdings, LLC are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis. At the time of any such exchange, an equal number of shares of the Class B Common Stock of the Issuer held by the Reporting Person, which have no economic value, will be cancelled. Row (13): The percent of class was calculated based on (i) 12,069,388 shares of Class A Common Stock outstanding as of August 4, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 6, 2025, plus (ii) 10,448,000 Class A Common Units of Direct Digital Holdings, LLC (and the shares of the Issuer's Class B Common Stock relating thereto) held by the Reporting Persons of August 4, 2025. The Class A Common Units of Direct Digital Holdings, LLC are treated as exchanged for Class A Common Stock only for the purpose of computing the Reporting Person's beneficial ownership percentage pursuant to Rule 13d-3 of the Securities Exchange Act of 1934. Explanatory Note: This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the Schedule 13D filed on January 12, 2024 (as amended and supplemented through the date of this Amendment No. 3, collectively, "Schedule 13D") relating to the Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), of Direct Digital Holdings, Inc. (the "Issuer"), filed jointly by Direct Digital Management, LLC ("Direct Digital Management"), AJN Energy & Transport Ventures, LLC ("AJN"), SKW Financial LLC ("SKW"), Keith Smith and Mark Walker (collectively, the "Reporting Persons"). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein shall have the same meanings as are ascribed to them in the Schedule 13D, as applicable. This Amendment No. 3 is filed to reflect a change in the percentage of Class A Common Stock beneficially owned by each Reporting Person as a result of an increase in the number of outstanding shares of Class A Common Stock, as reported the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 28, 2025, and certain acquisitions and dispositions of shares of Class A Common Stock by the Reporting Persons.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.001 per share, of the Issuer.
(b)	Name of Issuer: Direct Digital Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1177 West Loop South, Suite 1310, Houston, TEXAS , 77027.
Item 2.	Identity and Background
(a)	This Amendment No. 3 is being filed jointly by the Reporting Persons.
(b)	The address of the principal business and principal office of Direct Digital Management is 1177 West Loop South, Suite 1310, Houston, Texas 77027. The address of the principal business and the principal office of AJN is 10219 Piping Rock, Houston, Texas 77042. The address of the principal business and the principal office of SKW is 1705 Monarch Oaks Street, Houston, Texas 77055. The address of the principal business office of Mr. Walker is c/o Direct Digital Holdings, Inc., 1177 West Loop South, Suite 1310, Houston, Texas 77027. The address of the principal business office of Mr. Smith is c/o Direct Digital Holdings, Inc., 1177 West Loop South, Suite 1310, Houston, Texas 77027.
(c)	Direct Digital Management is a holding company in which Mr. Walker, the Issuer's Chairman and Chief Executive Officer, and Mr. Smith, the Issuer's President, each indirectly hold a 50% economic and voting interest. AJN and SKW each own 50% of the equity interests in Direct Digital Management. The principal business of each of Direct Digital Management, AJN and SKW, respectively, is to hold securities. The principal occupation of Mr. Walker is that of Chairman and Chief Executive Officer of the Issuer. The principal occupation of Mr. Smith is that of President of the Issuer.
(d)	During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
(e)	During the last five years, none of the Reporting Persons have been party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibit or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Direct Digital Management is organized under the laws of Delaware. AJN is organized under the laws of Texas. SKW is organized under the laws of Texas. Mr. Smith is a citizen of the United States of America. Mr. Walker is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons are filing this Amendment No. 3 as a result of the following transactions that have occurred since the filing of the last Schedule 13D/A, as well the increase in the number of outstanding shares of Class A Common Stock. Direct Digital Management In connection with the initial public offering and organizational transactions of the Issuer, conducted through an umbrella partnership-C Corporation structure, Direct Digital Management received 11,378,000 Common Units of Direct Digital Holdings, LLC ("Direct Digital Holdings"). Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Direct Digital Holdings, dated as of February 15, 2022 (the "Direct Digital LLC Agreement"), Class A Common Units of Direct Digital Holdings held by the Reporting Persons 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. On March 26, 2025, Direct Digital Management exchanged 70,000 Class A Common Units for shares of the Class A Common Stock and distributed such shares to one of its members, SKW, for no consideration. On June 18, 2025, Direct Digital Management exchanged 350,000 Class A Common Units for shares of the Class A Common Stock and distributed such shares to two of its members, AJN and SKW, for no consideration. AJN On April 17, 2025, AJN sold in open market transactions 8,700 shares of Class A Common Stock at $0.54 per share, which sales were made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 11, 2024. On June 11, 12, and 13, 2025, AJN sold in open market transactions 9,763, 11,574 and 6,986 shares, respectively, of Class A Common Stock at prices ranging from $0.51 to $0.53 per share, which sales were made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 11, 2024. On June 18, 2025, AJN received 165,000 shares of Class A Common Stock from Direct Digital Management, as noted above. On July 14 and 15, 2025, AJN sold in open market transactions 21,154 and 8,066 shares, respectively, of Class A Common Stock at prices ranging from $0.54 to $0.55 per share, which sales were made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 11, 2024. On July 16, 17, and 18, 2025, AJN sold in open market transactions 11,603, 19,315 and 19,777 shares, respectively, of Class A Common Stock at prices ranging from $0.51 to $0.53 per share, which sales were made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 11, 2024. On July 21, 22, and 23, 2025, AJN sold in open market transactions 16,735, 15,470 and 5,567 shares, respectively, of Class A Common Stock at prices ranging from $0.51 to $0.52 per share, which sales were made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 11, 2024. SKW On June 18, 2025, SKW received 185,000 shares of Class A Common Stock from Direct Digital Management, as noted above. On July 14 and 15, 2025, SKW sold in open market transactions 20,476 and 8,100 shares, respectively, of Class A Common Stock at prices ranging from $0.54 to $0.55 per share, which sales were made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 12, 2024. On July 16, 17, and 18, 2025, SKW sold in open market transactions 11,694, 19,950 and 19,488 shares, respectively, of Class A Common Stock at prices ranging from $0.51 to $0.53 per share, which sales were made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 12, 2024. On July 21, 22, and 23, 2025, SKW sold in open market transactions 16,987, 15,321 and 11,934 shares, respectively, of Class A Common Stock at prices ranging from $0.51 to $0.52 per share, which sales were made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 12, 2024. On July 24, 25, and 28, 2025, SKW sold in open market transactions 15,800, 8,900 and 8,050 shares, respectively, of Class A Common Stock at prices ranging from $0.53 to $0.54 per share, which sales were made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 12, 2024. Mr. Smith On June 10, 2025, Mr. Smith acquired 20,300 shares of Class A Common Stock upon the vesting of restricted stock unit awards and 4,944 of such shares were withheld to satisfy tax liabilities associated with such vesting. Mr. Walker On June 10, 2025, Mr. Walker acquired 20,300 shares of Class A Common Stock upon the vesting of restricted stock unit awards and 4,944 of such shares were withheld to satisfy tax liabilities associated with such vesting.
Item 4.	Purpose of Transaction
	Item 3 of this Amendment No. 3 is incorporated herein by reference. DDM Direct Digital Management acquired the securities described in this Amendment No. 3 for investment purposes as the result of the organizational transactions effected in connection with the Issuer's initial public offering and certain exchanges of the Direct Digital Holdings Class A Common Units as described above. SKW SKW acquired and disposed of the securities described in this Amendment No. 3 for investment purposes as the result of the exchanges of the Direct Digital Holdings Class A Common Units as described above. AJN AJN acquired and disposed of the securities described in this Amendment No. 3 for investment purposes as the result of the exchanges of the Direct Digital Holdings Class A Common Units as described above. Mr. Smith Mr. Smith acquired and disposed of the securities described in this Amendment No. 3 for investment purposes and as compensation for his service as President. Mr. Walker Mr. Walker acquired and disposed of the securities described in this Amendment No. 3 for investment purposes and as compensation for his service as Chairman and Chief Executive Officer. (a) The Reporting Persons may acquire additional securities of the Issuer or retain or sell all or a portion of the securities then held, in the open market, block trades or in privately negotiated transactions. Mr. Smith and Mr. Walker, in their capacities as President and Chairman and Chief Executive Officer, respectively, may be entitled to equity compensation, including restricted stock options or other equity awards, pursuant to the Omnibus Incentive Plan. (b)-(j) The Reporting Persons may, directly or through one or more affiliates, from time to time or at any time, (i) engage in discussions with or market proposals to the Board of Directors of the Issuer (the "Board"), other stockholders of the Issuer, and/or third parties, or (ii) encourage, cause or seek to cause the Issuer or any of such persons: to consider or explore extraordinary corporate transactions involving the Issuer, including, among other things, a merger, reorganization, consolidation or other take-private transaction that could result in the de-listing or de-registration of the Class A Common Stock; sales or acquisitions of assets or businesses; joint ventures; changes to the Issuer's capitalization or dividend policy; or other material changes to the Issuer's business or capital or governance structure. Any action or actions the Reporting Persons may undertake with respect to its investment in the Issuer will be dependent upon the Reporting Person's view of numerous factors, including, among other things, the Issuer's business, prospects, and/or financial condition, the market for the Class A Common Stock, general economic conditions, regulatory matters, tax considerations, debt and/or stock market conditions, other opportunities available to the Reporting Person, and other factors and future developments.
Item 5.	Interest in Securities of the Issuer
(a)	The ownership percentages reported in this Amendment No. 3 are calculated based on (i) 12,069,388 shares of Class A Common Stock outstanding as of August 4, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 as filed with the Securities and Exchange Commission on August 6, 2025, plus (ii) 10,448,000 Class A Common Units of Direct Digital Holdings (and the shares of the Issuer Class B Common Stock relating there to), plus (iii) 206,664 shares of Class A Common Stock that can be acquired upon the exercise of stock options that are vested or vesting within 60 days of August 4, 2025, plus (iv) restricted stock units representing a contingent right to 0 shares of the Issuer's Class A Common Stock that vest within 60 days of August 4, 2025. The percentage ownership reported in this Amendment No. 3 reflect an increase in the number of outstanding shares of the Issuer, and certain acquisitions and dispositions of shares of Class A Common Stock by the Reporting Persons. (a) Rows (11) and (13) of the cover pages to this Amendment No. 3 are incorporated herein by reference.
(b)	Rows (7) through (10) of the cover pages to this Amendment No. 3 are incorporated herein by reference.
(c)	The following table lists the Reporting Persons' transactions in the Issuer's securities that were effected during the sixty day period prior to the filing of this Amendment No. 3. Reporting Person Transaction Date No. of Shares Price AJN Open Market Sale 06/13/2025 6,986 $0.51 Direct Digital Management Exchange of Class A Common Units of Direct Digital Holdings, LLC 06/18/2025 350,000 N/A Direct Digital Management Distribution to Members 06/18/2025 350,000 N/A SKW Receipt of Class A Common Stock distributed by Direct Digital Management 06/18/2025 185,000 N/A AJN Receipt of Class A Common Stock distributed by Direct Digital Management 06/18/2025 165,000 N/A SKW Open Market Sale 07/14/2025 20,476 $0.55 AJN Open Market Sale 07/14/2025 21,154 $0.55 SKW Open Market Sale 07/15/2025 8,100 $0.54 AJN Open Market Sale 07/15/2025 8,066 $0.54 SKW Open Market Sale 07/16/2025 11,694 $0.53 AJN Open Market Sale 07/16/2025 11,603 $0.53 SKW Open Market Sale 07/17/2025 19,950 $0.52 AJN Open Market Sale 07/17/2025 19,315 $0.52 SKW Open Market Sale 07/18/2025 19,488 $0.51 AJN Open Market Sale 07/18/2025 19,777 $0.51 SKW Open Market Sale 07/21/2025 16,987 $0.52 AJN Open Market Sale 07/21/2025 16,735 $0.52 SKW Open Market Sale 07/22/2025 15,321 $0.51 AJN Open Market Sale 07/22/2025 15,470 $0.51 SKW Open Market Sale 07/23/2025 11,934 $0.51 AJN Open Market Sale 07/23/2025 5,567 $0.51 SKW Open Market Sale 07/24/2025 15,800 $0.53 SKW Open Market Sale 07/25/2025 8,900 $0.53 SKW Open Market Sale 07/28/2025 8,050 $0.54
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of the dividends from, or proceeds from the sale of, the shares of Class A Common Stock held by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Items 3 and 4 of this Amendment No. 3 are incorporated herein by reference. Except as otherwise described in this Amendment No. 3, there are no contract, arrangements, understandings or similar relationships with respect to the securities of the Issuer between any of the Reporting Person and any other person or entity.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Direct Digital Management, LLC

Signature:	AA
Name/Title:	Director of Financial Reporting
Date:	08/12/2025

AJN Energy & Transport Ventures, LLC

Signature:	AA
Name/Title:	Director of Financial Reporting
Date:	08/12/2025

SKW Financial LLC

Signature:	AA
Name/Title:	Director of Financial Reporting
Date:	08/12/2025

Smith, Keith

Signature:	AA
Name/Title:	Director of Financial Reporting
Date:	08/12/2025

Walker, Mark D.

Signature:	AA
Name/Title:	Director of Financial Reporting
Date:	08/12/2025

FAQ

How much of DRCT does the reporting group beneficially own?

The Reporting Persons hold the economic equivalent of 10,448,000 Class A Common Units and report aggregate beneficial ownership figures ranging from 46.0% to 46.8% depending on the reporting person.

What share count was used to calculate the ownership percentage for DRCT?

The percentage calculation uses 12,069,388 Class A shares outstanding as of August 4, 2025, plus the 10,448,000 exchangeable Class A Common Units and certain option/RSU amounts.

Did the filing disclose recent sales of DRCT shares?

Yes. The filing lists multiple open-market sales by AJN and SKW executed under 10b5-1 plans in June–July 2025 with prices ranging roughly from $0.51 to $0.55 per share.

Were there any unit exchanges or distributions noted in the filing?

Yes. Direct Digital Management exchanged and distributed units, including a 350,000-unit exchange and distribution on June 18, 2025, and a 70,000-unit exchange on March 26, 2025.

Did executives receive equity compensation reported in the amendment?

Yes. Messrs. Smith and Walker each acquired 20,300 shares upon RSU vesting on June 10, 2025, with 4,944 shares withheld from each to satisfy tax liabilities.

Does the filing disclose any legal or regulatory judgments against the Reporting Persons?

No. The filing states that during the last five years none of the Reporting Persons were convicted in a criminal proceeding or were party to civil proceedings resulting in disqualifying judgments under the referenced items.