Direct Digital Management, LLC - 04 Dec 2025 Form 4 Insider Report for Direct Digital Holdings, Inc. (DRCT)

Role: 10%+ Owner
Signature: /s/ Mark Walker as Managing Partner of Direct Digital Management, LLC
Issuer symbol: DRCT
Transactions as of: 04 Dec 2025
Net transactions value: $0
Form type: 4
Filing time: 22 Dec 2025, 16:03:23 UTC
Previous filing: 02 Oct 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Direct Digital Management, LLC	10%+ Owner	1177 WEST LOOP SOUTH, SUITE 1310, HOUSTON	/s/ Mark Walker as Managing Partner of Direct Digital Management, LLC	22 Dec 2025	0001897454

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	Conversion of derivative security		+300,000			300,000	04 Dec 2025	Direct	F1
transaction	DRCT	Class A Common Stock, par value $0.001 per share	Other	$0	-300,000	-100%	$0.000000	0	04 Dec 2025	Direct	F2

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	Class A Common Units of Direct Digital Holdings LLC	Conversion of derivative security	$0	-300,000	-3.1%	$0.000000	9,275,500	04 Dec 2025	Class A Common Stock, par value $0.001 per share	300,000		Direct	F1

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

Explanation of Responses:

Id	Content
F1	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 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.
F2	The Reporting Person distributed 300,000 shares of Class A Common Stock to one of its members for no consideration.

Content

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 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.

The Reporting Person distributed 300,000 shares of Class A Common Stock to one of its members for no consideration.