Mark D. Walker - 20 Mar 2024 Form 4 Insider Report for Direct Digital Holdings, Inc. (DRCT)

Footnote 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.

Footnote F2

Due to administrative error, the number of non-derivative securities beneficially owned by the Reporting Person was incorrectly reported as 32,058 instead of 32,003 on a Form 4 filed on March 20, 2024. This column reflects the corrected balance, as effected by the transactions reported on this Form 4.

Footnote F3

Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units for 40,000 shares.

Footnote F4

Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units for 9,970 shares.

Footnote F5

On March 20, 2023, the reporting person was granted 40,000 restricted stock units. 100% of the restricted stock units vested on March 20, 2024.

Footnote F6

On March 20, 2023, the reporting person was granted 29,910 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33% of the restricted stock units vested on March 20, 2024, an additional 33% of the restricted stock units will vest on March 20, 2025, and the remaining balance of 34% of the restricted stock units will vest on March 20, 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).