Direct Digital Holdings, Inc. — Director's Dealing 2025

Mar 28, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Direct Digital Holdings, Inc. (DRCT)
CIK: 0001880613
Period of Report: 2025-03-20

Reporting Person: SMITH W KEITH (Director, President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-20	Class A Common Stock, par value $0.001 per share	M	9970	—	Acquired	53971	Direct
2025-03-20	Class A Common Stock, par value $0.001 per share	F	2957	$0.79	Disposed	51014	Direct
2025-03-25	Class A Common Stock, par value $0.001 per share	S	7700	$0.76	Disposed	32749	Indirect
2025-03-26	Class A Common Stock, par value $0.001 per share	S	20563	$0.78	Disposed	12186	Indirect
2025-03-27	Class A Common Stock, par value $0.001 per share	S	12186	$0.78	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-20	Restricted Stock Units	$	M	9970	Disposed		Class A Common Stock, par value $0.001 per share (9970)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.001 per share	0	Indirect

Footnotes

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).