Cohen Richard 4
4 · Direct Digital Holdings, Inc. · Filed Jun 29, 2026
Research Summary
AI-generated summary of this filing
Direct Digital (DRCT) Director Richard Cohen Exercises RSUs, Sells Small Amounts
What Happened
- Richard Cohen, a Director of Direct Digital Holdings, had several restricted stock unit (RSU) grants vest and convert into shares, and sold small portions to cover tax withholding. Specifically:
- 90 RSUs vested/converted on Jan 24, 2026 → 90 shares acquired.
- 159 RSUs vested/converted on Jun 9, 2026 → 159 shares acquired; 76 of those shares sold in the open market at $2.96 for $225 (to satisfy taxes).
- 37 RSUs vested/converted on Jun 12, 2026 → 37 shares acquired; 25 of those shares sold in the open market at $2.91 for $73 (to satisfy taxes).
- The open-market sales generated about $298 in gross proceeds. The filings also show the RSU-to-share conversions as derivative transactions (exercise/conversion).
Key Details
- Transaction dates and prices:
- Jan 24, 2026: 90 RSUs converted → 90 shares (no cash sale reported).
- Jun 9, 2026: 159 RSUs converted → 159 shares; sold 76 @ $2.96 ($225).
- Jun 12, 2026: 37 RSUs converted → 37 shares; sold 25 @ $2.91 ($73).
- Sales were reported as tax-withholding transactions (footnotes indicate shares sold solely to satisfy tax liabilities).
- The filing discloses that company completed two reverse stock splits (55-for-1 in Jan 2026 and 4-for-1 in Apr 2026); grant and share amounts were adjusted accordingly.
- The filing was submitted as a delinquent report (reported late due to an administrative oversight).
Context
- These transactions were the vesting/conversion of RSUs (restricted stock units converting one-for-one into Class A common stock) and partial sales to cover taxes — a routine administrative step, not a market-timing purchase or investment decision.
- Cash proceeds were small (~$298); such tax-withholding sales are common after vesting and generally do not indicate a change in insider sentiment.
- If you track insider activity, note the report was late; timely filings are preferable for real-time signals, but the economic substance here is routine vesting/tax withholding rather than a large buy or sell.
Insider Transaction Report
Form 4
Cohen Richard
Director
Transactions
- Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F1][F2][F3]2026-01-24+90→ 406 total - Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F2]2026-06-09+159→ 565 total - Sale
Class A Common Stock, par value $0.001 per share
[F4]2026-06-09$2.96/sh−76$225→ 489 total - Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F2]2026-06-12+37→ 526 total - Sale
Class A Common Stock, par value $0.001 per share
[F5]2026-06-12$2.91/sh−25$73→ 501 total - Exercise/Conversion
Restricted Stock Units
[F2][F6]2026-01-24−90→ 0 total→ Class A Common Stock, par value $0.001 per share (90 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F7]2026-06-09−159→ 0 total→ Class A Common Stock, par value $0.001 per share (159 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F8]2026-06-12−37→ 0 total→ Class A Common Stock, par value $0.001 per share (37 underlying)
Footnotes (8)
- [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.
- [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.
- [F3]The Amount of Securities Beneficially Owned Following Reported Transactions has been adjusted to reflect the Reverse Stock Splits.
- [F4]Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 159 shares.
- [F5]Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 37 shares.
- [F6]On January 24, 2025, the reporting person was granted 90 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 20,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
- [F7]On June 9, 2025, the reporting person was granted 159 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 June 9, 2026. This grant was previously reported as covering 35,000 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
- [F8]On June 12, 2023, the reporting person was granted 111 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 33 percent of the restricted stock units vested on June 12, 2024, an additional 33 percent vested on June 12, 2025, and the remaining balance of 34 percent of the restricted stock units vested on June 12, 2026. This grant was previously reported as covering 24,615 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
Signature
/s/ Mark Walker, Attorney-in-fact for Richard Cohen|2026-06-29