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Direct Digital Holdings, Inc.·4

Jun 29, 5:08 PM ET

Locke Mistelle 4

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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.