Mistelle Locke - Jan 16, 2024 Form 4 Insider Report for Direct Digital Holdings, Inc. (DRCT)

Role: Director
Signature: /s/ Mark Walker, Attorney-in-fact for Mistelle Locke
Stock symbol: DRCT
Transactions as of: Jan 16, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/22/2024, 06:00 AM
Previous filing: Jun 13, 2023
Next filing: Jan 29, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DRCT	Class A Common Stock	Options Exercise		+7.25K			7.25K	Jan 16, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DRCT	Restricted Stock Units	Options Exercise	$0	-7.25K	-33.33%	$0.00	14.5K	Jan 16, 2024	Class A Common Stock, par value $0.001 per share	7.25K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to one share of DRCT's Class A Common Stock, par value $0.001 per share, upon settlement.
F2	On January 16, 2023, the reporting person was granted 21,739 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33 percent of the restricted stock units vested on January 16, 2024, an additional 33 percent will vest on January 16, 2025, and the remaining balance of 34 percent of the restricted stock units will vest on January 16, 2026. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan).

Content

Each restricted stock unit represents a contingent right to one share of DRCT's Class A Common Stock, par value $0.001 per share, upon settlement.

On January 16, 2023, the reporting person was granted 21,739 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33 percent of the restricted stock units vested on January 16, 2024, an additional 33 percent will vest on January 16, 2025, and the remaining balance of 34 percent of the restricted stock units will vest on January 16, 2026. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan).