Walker Mark D 4
4 · Direct Digital Holdings, Inc. · Filed Jun 29, 2026
Research Summary
AI-generated summary of this filing
Direct Digital (DRCT) CEO Mark Walker Sells 1,363 Shares
What happened
Mark D. Walker, Chairman, CEO and a director of Direct Digital Holdings (DRCT), reported multiple transactions originally omitted due to an administrative oversight. The key cash transaction was an open‑market sale of 1,363 shares on June 12, 2026 under a preexisting 10b5‑1 plan for a weighted average price of $2.80 per share (total proceeds ≈ $3,816). In addition, several restricted stock units (RSUs) vested and converted into shares earlier in 2026 (Jan 24, Mar 20, Apr 1), and shares were withheld to satisfy tax liabilities for those vestings (61 shares withheld on 1/24 for $1,005; 14 shares on 3/20 for $49; 20 shares on 4/1 for $66). Walker also received a new equity award on March 24, 2026 (8,750 derivative units) that vests in the future.
Key details
- Primary sale: 1,363 shares sold 2026‑06‑12 under a 10b5‑1 plan; weighted avg price $2.80; proceeds ≈ $3,816. Sale executed in multiple trades at $2.76–$2.84. (Footnote F5)
- RSU vestings and tax withholding:
- 2026‑01‑24: 204 RSUs converted to shares; 61 shares withheld to pay taxes at $16.48 (withheld value $1,005). (F6, F4)
- 2026‑03‑20: 45 RSUs converted; 14 shares withheld at $3.52 ($49). (F7, F4)
- 2026‑04‑01: 67 RSUs converted; 20 shares withheld at $3.29 ($66). (F9, F4)
- Award: 3/24/2026 grant of 8,750 derivative units (no cash paid); per filing this option/award vests beginning March 24, 2027 (F8).
- Several conversion entries are recorded at $0.00—these reflect RSU conversions into shares (derivative-to-share conversions), not cash purchases. (M = exercise/conversion; F = tax withholding; A = award; S = sale)
- Reverse stock splits: company completed a 55‑for‑1 split (Jan 12, 2026) and a 4‑for‑1 split (Apr 27, 2026); all reported share amounts and prices were adjusted accordingly. (F1, F3)
- Filing timeliness: These transactions were reported late; the filing discloses they were delinquent due to an administrative oversight.
Context
The cash sale was carried out under a preexisting 10b5‑1 trading plan (routine planed selling), while the other reported movements were vesting conversions and tax withholding (not open‑market purchases). Vesting conversions of RSUs are not purchases and often trigger share withholding to satisfy taxes; the new 8,750‑unit grant vests in future periods. The filing does not provide a post‑transaction total of shares beneficially owned in the supplied data (amounts were adjusted for the reverse splits).
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F1][F2]2026-01-24+204→ 204 total - Tax Payment
Class A Common Stock, par value $0.001 per share
[F3][F4]2026-01-24$16.48/sh−61$1,005→ 143 total - Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F3][F2]2026-03-20+45→ 188 total - Tax Payment
Class A Common Stock, par value $0.001 per share
[F3][F4]2026-03-20$3.52/sh−14$49→ 174 total - Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F3][F2]2026-04-01+67→ 241 total - Tax Payment
Class A Common Stock, par value $0.001 per share
[F3][F4]2026-04-01$3.29/sh−20$66→ 221 total - Sale
Class A Common Stock, par value $0.001 per share
[F1][F5]2026-06-12$2.80/sh−1,363$3,816→ 0 total(indirect: By LLC) - Exercise/Conversion
Restricted Stock Units
[F2][F6]2026-01-24−204→ 0 total→ Class A Common Stock, par value $0.001 per share (204 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F7]2026-03-20−45→ 0 total→ Class A Common Stock, par value $0.001 per share (45 underlying) - Award
Employee Stock Options (right to buy)
[F3][F8]2026-03-24+8,750→ 8,750 totalExercise: $3.32Exp: 2036-03-24→ Class A Common Stock, par value $0.001 per share (8,750 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F9]2026-04-01−67→ 136 total→ Class A Common Stock, par value $0.001 per share (67 underlying)
Footnotes (9)
- [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.
- [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]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.
- [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.
- [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.
- [F8]This option is scheduled to vest in three equal annual installments beginning on March 24, 2027.
- [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.