Locke Mistelle 4
4 · Direct Digital Holdings, Inc. · Filed Jun 29, 2026
Research Summary
AI-generated summary of this filing
Direct Digital (DRCT) Director Locke Mistelle Receives RSUs, Sells Shares
What Happened
Locke Mistelle, a director of Direct Digital Holdings, had several restricted stock units (RSUs) convert to Class A common shares in January–June 2026 and sold a small number of those shares to satisfy tax withholding. Reported conversions (exercise/conversion code M): 34 shares on 2026-01-16, 90 on 2026-01-24, 159 on 2026-06-09, and 37 on 2026-06-12. Reported open‑market sales (code S) to cover taxes: 31 shares at $6.51 on 2026-01-16 ($202), 76 shares at $2.96 on 2026-06-09 ($225), and 25 shares at $2.91 on 2026-06-12 ($73). Total disclosed sale proceeds ≈ $500. The derivative conversions show $0 exercise price because these were RSU conversions (not option cash exercises).
Key Details
- Transaction dates & prices: 01/16/2026 (converted 34 shares; sold 31 @ $6.51), 01/24/2026 (converted 90 shares), 06/09/2026 (converted 159; sold 76 @ $2.96), 06/12/2026 (converted 37; sold 25 @ $2.91).
- Sale proceeds total ≈ $500. The conversions list $0.00 listed as the exercise price (typical for RSU-to-share conversion).
- Shares sold were disclosed as sold solely to satisfy tax liabilities (footnotes F4–F6).
- Footnotes F1 and others note the company completed a 55‑for‑1 reverse split (Jan 12, 2026) and a 4‑for‑1 reverse split (Apr 27, 2026); all reported share counts are adjusted for those reverse splits.
- RSU grant and vesting background: grants from 2023, 2025 and 2026 with staggered vesting schedules are described in footnotes F7–F10. RSUs convert one‑for‑one into common stock (F2).
- Filing timeliness: The Form 4 was filed June 29, 2026 and the remarks state these are delinquent transactions (reported late due to an administrative oversight).
Context
These transactions are routine RSU vesting and related share sales to cover tax withholding (a cashless-type outcome). The amounts sold are small (total ≈ $500) and do not necessarily indicate a trading view on the company. The filing was made late; late reporting is an administrative compliance issue but does not itself indicate trading intent.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F1][F2][F3]2026-01-16+34→ 215 total - Sale
Class A Common Stock, par value $0.001 per share
[F4]2026-01-16$6.51/sh−31$202→ 184 total - Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F1][F2]2026-01-24+90→ 274 total - Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F2]2026-06-09+159→ 433 total - Sale
Class A Common Stock, par value $0.001 per share
[F5]2026-06-09$2.96/sh−76$225→ 357 total - Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F2]2026-06-12+37→ 394 total - Sale
Class A Common Stock, par value $0.001 per share
[F6]2026-06-12$2.91/sh−25$73→ 369 total - Exercise/Conversion
Restricted Stock Units
[F2][F7]2026-01-16−34→ 0 total→ Class A Common Stock, par value $0.001 per share (34 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F8]2026-01-24−90→ 0 total→ Class A Common Stock, par value $0.001 per share (90 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F9]2026-06-09−159→ 0 total→ Class A Common Stock, par value $0.001 per share (159 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F10]2026-06-12−37→ 0 total→ Class A Common Stock, par value $0.001 per share (37 underlying)
Footnotes (10)
- [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 acquired reported in connection with this transaction have been adjusted to reflect the April Reverse Stock Split.
- [F10]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.
- [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 34 shares.
- [F5]Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 159 shares.
- [F6]Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 37 shares.
- [F7]On January 16, 2023, the reporting person was granted 98 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 January 16, 2024, an additional 33 percent vested on January 16, 2025, and the remaining balance of 34 percent of the restricted stock units vested on January 16, 2026. This grant was previously reported as covering 21,739 restricted stock units, but was adjusted to reflect the Reverse Stock Splits.
- [F8]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.
- [F9]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.