06/29/2026 | Press release | Distributed by Public on 06/29/2026 15:08
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 08/22/2025 | M | 19(5) | (5) | (5) | Class A Common Stock, par value $0.001 per share | 19(5) | $ 0 | 0 | D | ||||
| Restricted Stock Units | (2) | 01/24/2026 | M | 102(6) | (6) | (6) | Class A Common Stock, par value $0.001 per share | 102(6) | $ 0 | 0 | D | ||||
| Restricted Stock Units | (2) | 03/20/2026 | M | 10(7) | (7) | (7) | Class A Common Stock, par value $0.001 per share | 10(7) | $ 0 | 0 | D | ||||
| Employee Stock Options (right to buy) | $3.32(4) | 03/24/2026 | A | 4,375(4) | (8) | 03/24/2036 | Class A Common Stock, par value $0.001 per share | 4,375(4) | $ 0 | 4,375(4) | D | ||||
| Restricted Stock Units | (2) | 04/01/2026 | M | 33(9) | (9) | (9) | Class A Common Stock, par value $0.001 per share | 33(9) | $ 0 | 68(9) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lowrey Maria Vilchez 1177 WEST LOOP SOUTH, SUITE 1310 HOUSTON, TX 77027 |
Chief Growth Officer | |||
| /s/ Mark Walker, attorney-in-fact for Maria Vilchez Lowrey | 06/29/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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, the Price and the Amount of Securities Beneficially Owned Following Reported Transaction in connection with this transaction have been adjusted to reflect the Reverse Stock Splits. |
| (2) | 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. |
| (3) | Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units on the applicable transaction date. |
| (4) | The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split. |
| (5) | On August 22, 2022, the reporting person was granted 53 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 August 22, 2023, an additional 33% of the restricted stock units vested on August 22, 2024, and the remaining balance of 34% of the restricted stock units vested on August 22, 2025. This grant was previously reported as covering 11,700 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. |
| (6) | On January 24, 2025, the reporting person was granted 102 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 22,500 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. |
| (7) | On March 20, 2023, the reporting person was granted 28 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 6,315 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. |
| (8) | This option is scheduled to vest in three equal annual installments beginning on March 24, 2027. |
| (9) | On April 1, 2025, the reporting person was granted 101 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 22,500 restricted stock units, but was adjusted to reflect the Reverse Stock Splits. |
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Remarks: The Reporting Person is hereby disclosing delinquent transactions reportable on Form 4 that were not reported due to an administrative oversight. |
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