Mark D. Walker - 24 Jan 2026 Form 4 Insider Report for Direct Digital Holdings, Inc. (DRCT)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
29 Jun 2026, 17:09:38 UTC
Prior SEC filing
23 Dec 2025
Next SEC filing
28 Aug 2026
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Mark Walker

Key filing fact

Mark D. Walker filed Form 4 for Direct Digital Holdings, Inc. (DRCT) on 29 Jun 2026.

Key facts

  • This page summarizes Mark D. Walker's Form 4 filing for Direct Digital Holdings, Inc. (DRCT).
  • 11 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 29 Jun 2026, 17:09.

Change

  • Previous filing in this sequence was filed on 23 Dec 2025.
  • Current net transaction value: -$3,816.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001896664 Primary reporting owner

Walker Mark D

Relationship
Chairman and CEO, Director
Address
C/O DIRECT DIGITAL HOLDINGS, INC., 1177 WEST LOOP SOUT, SUITE 1300, HOUSTON
Signature
/s/ Mark Walker
Signature date
29 Jun 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DRCT transaction

Class A Common Stock, par value $0.001 per share

Options Exercise

Transaction value
Shares
+204
Change %
Price
Shares after
204
Date
24 Jan 2026
Ownership
Direct
Footnotes
F1, F2
DRCT transaction

Class A Common Stock, par value $0.001 per share

Tax liability

Transaction value
Shares
-61
Change %
-30%
Price
$16.48*
Shares after
143
Date
24 Jan 2026
Ownership
Direct
Footnotes
F3, F4
DRCT transaction

Class A Common Stock, par value $0.001 per share

Options Exercise

Transaction value
Shares
+45
Change %
+31%
Price
Shares after
188
Date
20 Mar 2026
Ownership
Direct
Footnotes
F2, F3
DRCT transaction

Class A Common Stock, par value $0.001 per share

Tax liability

Transaction value
Shares
-14
Change %
-7.4%
Price
$3.52*
Shares after
174
Date
20 Mar 2026
Ownership
Direct
Footnotes
F3, F4
DRCT transaction

Class A Common Stock, par value $0.001 per share

Options Exercise

Transaction value
Shares
+67
Change %
+39%
Price
Shares after
241
Date
01 Apr 2026
Ownership
Direct
Footnotes
F2, F3
DRCT transaction

Class A Common Stock, par value $0.001 per share

Tax liability

Transaction value
Shares
-20
Change %
-8.3%
Price
$3.29*
Shares after
221
Date
01 Apr 2026
Ownership
Direct
Footnotes
F3, F4
DRCT transaction

Class A Common Stock, par value $0.001 per share

Sale

Transaction value
$3,816
Shares
-1,363
Change %
-100%
Price
$2.80
Shares after
0
Date
12 Jun 2026
Ownership
By AJN Energy & Transport Ventures, LLC
Footnotes
F1, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DRCT transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value
Shares
-204
Change %
-100%
Price
$0.000000*
Shares after
0
Date
24 Jan 2026
Ownership
Direct
Underlying class
Class A Common Stock, par value $0.001 per share
Underlying amount
204
Exercise price
Footnotes
F2, F6
DRCT transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value
Shares
-45
Change %
-100%
Price
$0.000000*
Shares after
0
Date
20 Mar 2026
Ownership
Direct
Underlying class
Class A Common Stock, par value $0.001 per share
Underlying amount
45
Exercise price
Footnotes
F2, F7
DRCT transaction Derivative

Employee Stock Options (right to buy)

Award

Transaction value
Shares
+8,750
Change %
Price
$0.000000*
Shares after
8,750
Date
24 Mar 2026
Ownership
Direct
Underlying class
Class A Common Stock, par value $0.001 per share
Underlying amount
8,750
Exercise price
$3.32
Footnotes
F3, F8
DRCT transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value
Shares
-67
Change %
-33%
Price
$0.000000*
Shares after
136
Date
01 Apr 2026
Ownership
Direct
Underlying class
Class A Common Stock, par value $0.001 per share
Underlying amount
67
Exercise price
Footnotes
F2, F9
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 9 footnotes

Footnote F1

On January 12, 2026, Direct Digital Holdings, Inc. (the "Company") effected a 55-to-1 reverse stock split (the "January Reverse Stock Split") and subsequently on April 27, 2026, the Company effected a 4-to-1 reverse stock split (the "April Reverse Stock Split," and together with the January Reverse Stock Split, the "Reverse Stock Splits"). The Securities Acquired reported in connection with this transaction have been adjusted to reflect the April Reverse Stock Split and the Amount of Securities Beneficially Owned Following Reported Transaction in connection with this transaction have been adjusted to reflect the Reverse Stock Splits.

Footnote F2

Restricted stock units convert into shares of the Company's Class A Common Stock, par value $0.001 per share, on a one-for-one basis.

Footnote F3

The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split.

Footnote F4

Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units on the applicable transaction date.

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 $2.76 to $2.84 per share. The price reported above reflects the weighted average purchase price on the date indicated rounded to the nearest penny. 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

On January 24, 2025, the reporting person was granted 204 restricted stock units, vesting on the first anniversary of the grant date conditioned on continued employment as of the vesting date. All of the restricted stock units vested on January 24, 2026. This grant was previously reported as covering 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.

Footnote F7

On March 20, 2023, the reporting person was granted 135 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 vested on March 20, 2026. This grant was previously reported as covering 29,910 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.

Footnote F8

This option is scheduled to vest in three equal annual installments beginning on March 24, 2027.

Footnote F9

On April 1, 2025, the reporting person was granted 203 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 April 1, 2026, an additional 33% of the restricted stock units will vest on April 1, 2027, and the remaining balance of 34% of the restricted stock units will vest on April 1, 2028. 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). This grant was previously reported as covering 45,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.

SEC remarks

The Reporting Person is hereby disclosing delinquent transactions reportable on Form 4 that were not reported due to an administrative oversight.

We use cookies and similar technologies to provide certain features, enhance the user experience and, if you allow them, measure engagement and deliver advertising. Analytics and marketing storage stay off until you grant consent. By clicking on "Agree and continue", you declare your consent to the use of the selected optional cookies. Manage preferences to update or revoke optional consent for future visits. For more information, see our Privacy Policy .