Walker Mark D 4

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).