Direct Digital (NASDAQ: DRCT) completes 55-for-1 reverse stock split

Rhea-AI Filing Summary

Direct Digital Holdings, Inc. approved and implemented a 55-for-1 reverse stock split of its Series A and Series B common stock. Stockholders had previously authorized the board to choose a reverse split ratio between 2-for-1 and 250-for-1, and on December 30, 2025 the board selected the 55-for-1 ratio.

Every 55 pre-split shares have been combined into one share of the same class. Voting and other rights remain proportionate, except that no fractional shares are issued. Instead, holders who would have received fractional shares will get a cash payment based on the closing price of the common stock at the effective time, multiplied by the fractional share amount.

The reverse split became effective at 12:01 a.m. on January 12, 2026, and the Class A common stock began trading on Nasdaq on a post-split basis that same day. The par value and other terms of the common stock were unchanged, and Equiniti Trust Company is serving as exchange and paying agent.

Insights

Equity structure analyst

Direct Digital consolidated its share count 55-for-1 without changing overall ownership percentages.

The company has implemented a 55-for-1 reverse stock split covering both Series A and Series B common stock. This action reduces the number of shares outstanding while keeping each holder’s proportional ownership and voting power intact, aside from minor effects from cash paid instead of fractional shares.

No fractional shares are issued; instead, affected investors receive cash based on the closing Nasdaq price at the effective time multiplied by their fractional entitlement. The Class A shares began trading on a post-split basis on January 12, 2026, with the par value and core terms of the stock unchanged. The economic impact for investors primarily comes through the new per-share price and reduced share count, rather than a change in the company’s underlying business.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 8, 2026

Direct Digital Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-41261			87-2306185
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1177 West Loop South, Suite 1310 Houston, Texas			77027
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (832) 402-1051

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

DRCT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

On January 9, 2026, Direct Digital Holdings, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 55-to-1 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of Series A common stock, $0.001 par value and Series B common stock, $0.001 par value.

The Company’s stockholders approved the Reverse Stock Split at a Special Meeting of Stockholders held December 30, 2025, granting the Company’s board of directors (the “Board”) the authority to determine whether to implement one or more reverse stock splits each at a ratio ranging from any whole number between and including 2-to-1 and 250-to-1. On December 30, 2025, the Board determined to implement the Reverse Stock Split at a ratio of 55-to-1.

As a result of the Reverse Stock Split, every 55 shares of the Company’s pre-Reverse Stock Split classes of common stock will be combined and reclassified as one share of the applicable class of common stock. Proportionate voting rights and other rights of common stockholders will not be affected by the Reverse Stock Split, other than as a result of the payment in lieu of issuance of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares because they hold a number of shares of common stock that is not evenly divided by the reverse split ratio, will be entitled to receive a cash payment, without interest or deduction, rounded to the nearest cent, in an amount equal to the product obtained by multiplying (a) the closing price per share of our common stock as reported on the Nasdaq Stock Market as of the date of the Effective Time of the Reverse Stock Split, by (b) the fraction of one share owned by the stockholder.

The Reverse Stock Split became effective at 12:01am on January 12, 2026, and the Class A common stock was quoted on the Nasdaq Capital Market on a post-Reverse Stock Split basis at the open of business on January 12, 2026. The Company’s post-Reverse Stock Split Class A common stock has a new CUSIP number, 25461T204, but the par value and other terms of the common stock were not affected by the Reverse Stock Split. The Company’s transfer agent, Equiniti Trust Company, is acting as exchange and paying agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the exchange of certificates for common stock as applicable.

The foregoing description of the Amendment and the Reverse Stock Split set forth above does not purport to be complete and is qualified in its entirety by reference to the Amendment and the proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 15, 2025. A copy of the Amendment is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosures set forth in Item 3.03 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference.

Item 8.01 Other Events.

On January 8, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of such press release is being furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.						Description
3.1						Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Direct Digital Holdings, Inc.
99.1						Press release.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

January 12, 2026 (Date)			Direct Digital Holdings, Inc. (Registrant)
			/s/ DIANA P. DIAZ
			Diana P. Diaz Chief Financial Officer

FAQ

What did Direct Digital Holdings (DRCT) change with this reverse stock split?

Direct Digital Holdings implemented a 55-for-1 reverse stock split for its Series A and Series B common stock, combining every 55 pre-split shares into one post-split share of the same class.

When did the DRCT reverse stock split take effect and when did post-split trading begin?

The reverse stock split became effective at 12:01 a.m. on January 12, 2026, and the Class A common stock began trading on the Nasdaq Capital Market on a post-split basis at the open of business on that same date.

How are fractional shares treated in the Direct Digital Holdings reverse split?

No fractional shares are issued. Stockholders who would otherwise receive a fractional share are entitled to a cash payment, rounded to the nearest cent, equal to the closing price per share on Nasdaq at the effective time multiplied by their fractional share amount.

Did the reverse stock split change voting rights or other terms of DRCT common stock?

Proportionate voting and other rights of common stockholders are not affected by the reverse split, other than minor effects from cash paid instead of fractional shares. The par value and other terms of the common stock remain the same.

Who approved the 55-for-1 reverse stock split for Direct Digital Holdings?

Stockholders approved a range of possible reverse split ratios at a special meeting on December 30, 2025, authorizing the board to choose a ratio between 2-for-1 and 250-for-1. On that date, the board decided to implement a 55-for-1 ratio.

Who is handling the exchange of shares for Direct Digital Holdings’ reverse stock split?

Equiniti Trust Company is acting as the exchange and paying agent, and will provide instructions to stockholders of record regarding any certificate exchanges and related cash payments for fractional shares.