Direct Digital (NASDAQ: DRCT) shareholders approve reverse split plan

Rhea-AI Filing Summary

Direct Digital Holdings, Inc. reported that stockholders approved several major capital structure and equity proposals at a special meeting held on December 30, 2025. Investors authorized the Board to implement one or more reverse stock splits of each class of common stock at ratios between 2‑to‑1 and 250‑to‑1 at any time before December 26, 2026, at the Board’s discretion. Stockholders also approved the potential issuance of up to 100,000,000 shares of Class A Common Stock under an Equity Reserve Facility, an increase of 9,000,000 shares available under the 2022 Omnibus Incentive Plan, and the issuance of up to 41,751,437 Class A shares as part of a court‑approved settlement and exchange.

Positive

• None.

Negative

• Stockholders approved substantial potential dilution, including up to 100,000,000 shares under an Equity Reserve Facility, 41,751,437 shares for a court‑approved settlement, and 9,000,000 additional incentive plan shares, alongside broad reverse stock split authority.

Insights

Equity Capital Structure Analyst

Shareholders approved large potential equity issuances and reverse split flexibility.

Direct Digital Holdings obtained stockholder approval for tools that can significantly reshape its equity base. These include Board authority to execute reverse stock splits between 2‑for‑1 and 250‑for‑1 before December 26, 2026, approval to issue up to 100,000,000 Class A shares under an Equity Reserve Facility, and authorization to issue up to 41,751,437 Class A shares tied to a court‑approved settlement and exchange.

The meeting also approved an amendment to the 2022 Omnibus Incentive Plan, adding 9,000,000 Class A shares available for equity compensation. Together, these measures expand the company’s ability to use stock for financing, settlements, and employee incentives, while the reverse split authority provides flexibility to adjust the share price and share count. The actual impact depends on if and when the Board uses the reverse split authority and how many shares are ultimately issued under the approved programs.

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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): December 30, 2025

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 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory

Arrangements of Certain Officers.

As described under Item 5.07 of this Current Report on Form 8-K (the “Current Report”), on December 30, 2025, at the Special Meeting (as defined below), the stockholders of Direct Digital Holdings, Inc. (the “Company”) approved an amendment to the Company’s 2022 Omnibus Incentive Plan, as amended, to increase the number of authorized shares of Class A Common Stock issuable thereunder by 9,000,000 shares (the “Equity Plan Amendment”).

The Company’s Board of Directors previously approved the Equity Plan Amendment subject to stockholder approval at the Special Meeting. The Equity Plan Amendment became effective at the time of stockholder approval.

A copy of the Equity Plan Amendment is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02. The material terms of the 2022 Omnibus Incentive Plan and the Equity Plan Amendment are described in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting, filed with the Securities and Exchange Commission on December 15, 2025.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 30, 2025, the Company held a Special Meeting of Stockholders (the "Special Meeting") at 9:30 a.m. Central Time by means of an online virtual meeting platform. At the Special Meeting, the following four proposals were approved: (i) approval of a form of amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect one or more reverse stock splits of each class of our issued and outstanding common stock each at a ratio ranging from any whole number between and including 2-to-1 and 250-to-1 (with the Company’s Board of Directors (the “Board”) being authorized to determine the exact ratio for each reverse stock split), with any such reverse stock split to be effected at such time and date before December 26, 2026, if at all, as determined by the Board in its sole discretion (the “Reverse Split Proposal”); (ii) approval of the issuance of up to 100,000,000 shares of the Company’s Class A Common Stock, in accordance with Nasdaq Listing Rule 5635(d) pursuant to the Company’s Equity Reserve Facility with New Circle Principle Investments LLC (the “Equity Reserve Facility Issuance Proposal”); (iii) approval of an amendment to the Company’s 2022 Omnibus Incentive Plan, as amended, to increase the number of shares of the Company’s Class A Common Stock issuable thereunder by 9,000,000 shares (the “Equity Plan Amendment Proposal”); and (iv) approval, for the purpose of Nasdaq Listing Rule 5635(d), of the issuance of up to 41,751,437 shares of the Company’s Class A Common Stock as part of a court-approved settlement and exchange (the “Settlement Issuance Proposal”). These proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission on December 15, 2025.

Proposal 1

The votes with respect to the Reverse Split Proposal were as follows:

Total Votes For						Total Votes Against						Abstentions
26,867,291						628,061						18,827

Proposal 2

The votes with respect to the Equity Reserve Facility Issuance Proposal were as follows:

Total Votes For						Total Votes Against						Abstentions
26,793,011						698,058						23,110

Proposal 3

The votes with respect to the Equity Plan Amendment Proposal were as follows:

Total Votes For						Total Votes Against						Abstentions
26,712,901						717,749						83,529

Proposal 4

The votes with respect to the Settlement Issuance Proposal were as follows:

Total Votes For						Total Votes Against						Abstentions
26,956,406						518,455						39,318

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.						Description
10.1						Amendment to Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan, as amended
104						Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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 6, 2026 (Date)			Direct Digital Holdings, Inc. (Registrant)
			/s/ DIANA P. DIAZ
			Diana P. Diaz Chief Financial Officer

FAQ

What did Direct Digital Holdings (DRCT) announce in this 8-K?

The company reported that stockholders approved four key proposals at a special meeting, including reverse stock split authority, large potential share issuances, and an increase in shares available under its 2022 Omnibus Incentive Plan.

What reverse stock split authority did DRCT shareholders approve?

Shareholders approved a form of charter amendment allowing one or more reverse stock splits of each class of issued and outstanding common stock at ratios from 2‑to‑1 up to 250‑to‑1, to be implemented, if at all, at the Board’s discretion before December 26, 2026.

How many shares may be issued under Direct Digital Holdings' Equity Reserve Facility?

Stockholders approved the issuance of up to 100,000,000 shares of Class A Common Stock in accordance with Nasdaq Listing Rule 5635(d) under the company’s Equity Reserve Facility with New Circle Principle Investments LLC.

How was the 2022 Omnibus Incentive Plan changed for DRCT?

Stockholders approved an amendment to the 2022 Omnibus Incentive Plan to increase the number of Class A Common Stock shares issuable under the plan by 9,000,000, and this amendment became effective upon stockholder approval.

What share issuance was approved related to a court-approved settlement?

Stockholders approved, for purposes of Nasdaq Listing Rule 5635(d), the issuance of up to 41,751,437 shares of Class A Common Stock as part of a court-approved settlement and exchange.

How did DRCT shareholders vote on the reverse split proposal?

The reverse stock split proposal received 26,867,291 votes for, 628,061 votes against, and 18,827 abstentions.

Did the equity plan amendment for DRCT receive strong support?

The Equity Plan Amendment Proposal received 26,712,901 votes for, 717,749 votes against, and 83,529 abstentions, indicating it was approved by stockholders.