FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Cohen Richard

(Last) (First) (Middle)
1177 WEST LOOP SOUTH, SUITE 1310

(Street)
HOUSTON TX 77027

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Direct Digital Holdings, Inc. [ DRCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/24/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.001 per share 01/24/2026   M   90 (1) A (2) 406 (3) D  
Class A Common Stock, par value $0.001 per share 06/09/2026   M   159 A (2) 565 D  
Class A Common Stock, par value $0.001 per share 06/09/2026   S   76 (4) D $ 2.96 489 D  
Class A Common Stock, par value $0.001 per share 06/12/2026   M   37 A (2) 526 D  
Class A Common Stock, par value $0.001 per share 06/12/2026   S   25 (5) D $ 2.91 501 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 01/24/2026   M     90 (6)   (6)   (6) Class A Common Stock, par value $0.001 per share 90 (6) $ 0 0 D  
Restricted Stock Units (2) 06/09/2026   M     159 (7)   (7)   (7) Class A Common Stock, par value $0.001 per share 159 (7) $ 0 0 D  
Restricted Stock Units (2) 06/12/2026   M     37 (8)   (8)   (8) Class A Common Stock, par value $0.001 per share 37 (8) $ 0 0 D  
Explanation of Responses:
1. 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.
2. 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.
3. The Amount of Securities Beneficially Owned Following Reported Transactions has been adjusted to reflect the Reverse Stock Splits.
4. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 159 shares.
5. Represents shares sold solely to satisfy tax liabilities associated with the reported vesting of restricted stock units for 37 shares.
6. 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.
7. 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.
8. 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.
Remarks:
The Reporting Person is hereby disclosing delinquent transactions reportable on Form 4 that were not reported due to an administrative oversight.
/s/ Mark Walker, Attorney-in-fact for Richard Cohen 06/29/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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