Diaz Diana P 4
4 · Direct Digital Holdings, Inc. · Filed Jun 29, 2026
Research Summary
AI-generated summary of this filing
Direct Digital (DRCT) CFO Diana Diaz Exercises/Receives Shares, Withholds Some
What Happened
Diana P. Diaz, Chief Financial Officer of Direct Digital Holdings, converted/exercised derivative awards and received a grant of restricted stock units (RSUs) during late 2025 and early 2026. The filing reports roughly 4,538 shares acquired/converted (after the company's reverse stock-split adjustments), including a 4,375-share award on 2026-03-24 and earlier conversions/vests on 2025-10-16, 2026-01-24 and 2026-04-01. To cover tax withholding liabilities, 31 shares were withheld on 2026-01-24 (reported value $511) and 10 shares were withheld on 2026-04-01 (reported value $33), a total withholding of 41 shares (~$544). Several derivative-line entries show $0.00 proceeds because these were conversions/vests of restricted stock units or option conversions rather than cash sales.
Key Details
- Transaction types: M = exercise/conversion of derivative; A = grant/award; F = shares withheld to pay taxes.
- Key dates: 2025-10-16, 2026-01-24, 2026-03-24, 2026-04-01.
- Tax withholding: 31 shares on 2026-01-24 ($511) and 10 shares on 2026-04-01 ($33).
- Total reported acquired/converted (adjusted for reverse splits): ~4,538 shares (includes 4,375 RSUs on 2026-03-24).
- Shares owned after the transactions: not specified in the provided filing details.
- Footnotes of note: company completed a 55-for-1 reverse split (Jan 12, 2026) and a 4-for-1 reverse split (Apr 27, 2026); reported share counts/prices have been adjusted. RSUs convert one-for-one to common stock.
- Filing timeliness: The reporting person states these were delinquent reports disclosed due to an administrative oversight (late filing).
Context: These transactions are largely vesting/conversion of RSUs or option conversions rather than open-market purchases or intentional sales. The F entries (share withholding) are routine tax-withholding actions when equity awards vest and do not necessarily indicate a change in the insider’s view of the company.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F1][F2]2025-10-16+28→ 65 total - Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F3][F2]2026-01-24+102→ 167 total - Tax Payment
Class A Common Stock, par value $0.001 per share
[F3][F4]2026-01-24$16.48/sh−31$511→ 136 total - Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F3][F2]2026-04-01+33→ 169 total - Tax Payment
Class A Common Stock, par value $0.001 per share
[F3][F4]2026-04-01$3.34/sh−10$33→ 159 total - Exercise/Conversion
Restricted Stock Units
[F2][F5]2025-10-16−28→ 28 total→ Class A Common Stock, par value $0.001 per share (28 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F6]2026-01-24−102→ 0 total→ Class A Common Stock, par value $0.001 per share (102 underlying) - Award
Employee Stock Options (right to buy)
[F3][F7]2026-03-24+4,375→ 4,375 totalExercise: $3.32Exp: 2036-03-24→ Class A Common Stock, par value $0.001 per share (4,375 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F8]2026-04-01−33→ 68 total→ Class A Common Stock, par value $0.001 per share (33 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 shares reported in connection with this transaction have been adjusted to reflect the Reverse Stock Splits.
- [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 shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split.
- [F4]Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units on the applicable transaction date.
- [F5]On October 16, 2023, the reporting person was granted 84 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 October 16, 2024, an additional 33% of the restricted stock units vested on October 16, 2025, and the remaining balance of 34% of the restricted stock units will vest on October 16, 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). This grant was previously reported as covering 18,650 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
- [F6]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.
- [F7]This option is scheduled to vest in three equal annual installments beginning on March 24, 2027.
- [F8]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.