Direct Digital Holdings, Inc.·4

Jun 29, 5:07 PM ET

Lowrey Maria Vilchez 4

4 · Direct Digital Holdings, Inc. · Filed Jun 29, 2026

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Direct Digital (DRCT) CCO Maria Lowrey Exercises RSUs, Receives Grant

What Happened Maria Vilchez Lowrey, Chief Growth Officer of Direct Digital Holdings (DRCT), reported multiple restricted stock unit (RSU) vestings that converted into common shares and small share disposals to cover withholding taxes, plus a new RSU/derivative grant. Across vesting dates Lowrey converted 164 RSUs into shares (Aug 22, 2025: 19; Jan 24, 2026: 102; Mar 20, 2026: 10; Apr 1, 2026: 33). A total of 51 shares were withheld to satisfy tax liabilities (6, 31, 4, 10 on the respective dates), leaving a net increase of 113 shares delivered to her. Separately, on March 24, 2026 she was granted 4,375 derivative units (RSUs/options) that vest in the future. The cash amounts reported for withheld shares were: $506, $511, $13 and $33 respectively (per‑share prices reflect reverse‑split adjustments).

Key Details

  • Transaction types: M = exercise/conversion of derivative (RSU vesting); F = shares withheld to pay taxes; A = grant/award.
  • Vesting/conversion dates: 2025‑08‑22 (19 RSUs), 2026‑01‑24 (102 RSUs), 2026‑03‑20 (10 RSUs), 2026‑04‑01 (33 RSUs).
  • Tax‑withholding (shares disposed): 6 shares ($506), 31 shares ($511), 4 shares ($13), 10 shares ($33).
  • Grant: 3/24/2026 — 4,375 derivative units (RSU/option award) reported as acquired; vesting schedule subject to plan terms.
  • Shares owned after the transactions: not specified in the provided filing excerpt.
  • Footnotes of note: filings and share amounts/prices were adjusted for two reverse stock splits (55‑for‑1 on Jan 12, 2026 and 4‑for‑1 on Apr 27, 2026) (F1, F4); RSUs convert 1:1 into common stock (F2); withheld shares were used to satisfy tax liabilities (F3); specific grants and vesting schedules referenced in F5–F8.
  • Timeliness: Filing discloses delinquent transactions — reporting person states these Form 4 items were not timely reported due to an administrative oversight (late filing).

Context These transactions are routine equity‑compensation events: RSUs vested and converted into shares, and shares were withheld to cover tax obligations (a cashless withholding, not open‑market sales). The 4,375‑unit award is a grant subject to future vesting (not an immediate market purchase). The late filing is administrative but important for transparency; it does not itself indicate trading intent.

Insider Transaction Report

Form 4
Period: 2025-08-22
Lowrey Maria Vilchez
Chief Growth Officer
Transactions
  • Exercise/Conversion

    Class A Common Stock, par value $0.001 per share

    [F1][F2]
    2025-08-22+1989 total
  • Tax Payment

    Class A Common Stock, par value $0.001 per share

    [F1][F3]
    2025-08-22$84.40/sh6$50683 total
  • Exercise/Conversion

    Class A Common Stock, par value $0.001 per share

    [F4][F2]
    2026-01-24+102185 total
  • Tax Payment

    Class A Common Stock, par value $0.001 per share

    [F3][F4]
    2026-01-24$16.48/sh31$511154 total
  • Exercise/Conversion

    Class A Common Stock, par value $0.001 per share

    [F4][F2]
    2026-03-20+10164 total
  • Tax Payment

    Class A Common Stock, par value $0.001 per share

    [F3][F4]
    2026-03-20$3.32/sh4$13160 total
  • Exercise/Conversion

    Class A Common Stock, par value $0.001 per share

    [F4][F2]
    2026-04-01+33193 total
  • Tax Payment

    Class A Common Stock, par value $0.001 per share

    [F3][F4]
    2026-04-01$3.34/sh10$33183 total
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F5]
    2025-08-22190 total
    Class A Common Stock, par value $0.001 per share (19 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F6]
    2026-01-241020 total
    Class A Common Stock, par value $0.001 per share (102 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F7]
    2026-03-20100 total
    Class A Common Stock, par value $0.001 per share (10 underlying)
  • Award

    Employee Stock Options (right to buy)

    [F4][F8]
    2026-03-24+4,3754,375 total
    Exercise: $3.32Exp: 2036-03-24Class A Common Stock, par value $0.001 per share (4,375 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F9]
    2026-04-013368 total
    Class A Common Stock, par value $0.001 per share (33 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, 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.
  • [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]Represents shares withheld to satisfy tax liabilities associated with the reported vesting of restricted stock units on the applicable transaction date.
  • [F4]The shares and price reported for the applicable transaction have been adjusted to reflect the April Reverse Stock Split.
  • [F5]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.
  • [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]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.
  • [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 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.
Signature
/s/ Mark Walker, attorney-in-fact for Maria Vilchez Lowrey|2026-06-29

Documents

1 file
  • 4
    wk-form4_1782767264.xmlPrimary

    FORM 4