W. KEITH SMITH - 20 Mar 2025 Form 4 Insider Report for Direct Digital Holdings, Inc. (DRCT)

Role
President, Director, 10%+ Owner
Signature
/s/ Mark Walker, attorney-in-fact for Keith W. Smith
Issuer symbol
DRCT
Transactions as of
20 Mar 2025
Net transactions value
-$33,732
Form type
4
Filing time
27 Mar 2025, 19:55:28 UTC
Previous filing
19 Mar 2025
Next filing
04 Apr 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DRCT Class A Common Stock, par value $0.001 per share Options Exercise +9,970 +23% 53,971 20 Mar 2025 Direct F1
transaction DRCT Class A Common Stock, par value $0.001 per share Tax liability $2,336 -2,957 -5.5% $0.7900 51,014 20 Mar 2025 Direct F2
transaction DRCT Class A Common Stock, par value $0.001 per share Sale $5,852 -7,700 -19% $0.7600 32,749 25 Mar 2025 By SKW Financial LLC F3
transaction DRCT Class A Common Stock, par value $0.001 per share Sale $16,039 -20,563 -63% $0.7800 12,186 26 Mar 2025 By SKW Financial LLC F4
transaction DRCT Class A Common Stock, par value $0.001 per share Sale $9,505 -12,186 -100% $0.7800 0 27 Mar 2025 By SKW Financial LLC F5
holding DRCT Class A Common Stock, par value $0.001 per share 0 20 Mar 2025 By SKW Financial LLC

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 -9,970 -50% $0.000000 9,970 20 Mar 2025 Class A Common Stock, par value $0.001 per share 9,970 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

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 Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units for 9,970 shares.
F3 This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 12, 2024. This transaction was executed in multiple trades at prices ranging from $0.75 to $0.77 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.
F4 This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 12, 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.
F5 This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person on December 12, 2024. This transaction was executed in multiple trades at prices ranging from $0.70 to $0.87 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.
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 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).