Mark D. Walker - 20 Mar 2025 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

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

Footnote F3

Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Direct Digital Holdings, LLC, dated as of February 15, 2022, Class A Common Units (as defined therein) held by the Reporting Person (indirectly through the Reporting Person's ownership interest in Direct Digital Management, LLC) 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.

Footnote F4

Upon receipt of the securities converted from Table II, Direct Digital Management, LLC distributed 70,000 shares of Class A Common Stock to one of its members, AJN Energy & Transport Ventures, LLC, for no consideration. The Reporting Person, as owner of AJN Energy & Transport Ventures, LLC and a Managing Partner of Direct Digital Management, LLC, may be deemed to have beneficial ownership of the securities directly held by AJN Energy & Transport Ventures, LLC and Direct Digital Management, LLC.

Footnote F5

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 $0.75 to $0.78 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.

Footnote F6

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 $0.75 to $0.82 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.

Footnote F7

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 $0.70 to $0.83 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.

Footnote F8

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 vested 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).