Every DEF 14A that Direct Digital Holdings, Inc. (DRCT) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow DRCT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DRCT filings page.
Direct Digital Holdings, Inc. filed an amendment to its definitive proxy statement for the virtual Annual Meeting to be held on July 31, 2026 to correct disclosures about voting power. The Amendment adds the Company’s 27,077 shares of Series A Convertible Preferred Stock outstanding as of the record date (June 18, 2026), which represent 53,219 votes on an as-converted basis.
The filing updates the shares outstanding used for voting: 739,531 Class A Common Stock, 42,160 Class B Common Stock, and 27,077 Series A Convertible Preferred Stock as of the record date. It revises the reported control percentages: directors, executive officers and 5% holders collectively held approximately 1.1% of Class A and 100% of Class B, representing 6.3% of total voting power when Series A preferred votes are included on an as-converted basis.
Direct Digital Holdings, Inc. is holding a fully virtual 2026 annual meeting for stockholders on July 31, 2026, at 9:30 a.m. Central Time. Stockholders will vote to elect six directors, ratify BDO USA, P.C. as auditor for 2026, and amend the 2022 Omnibus Incentive Plan to add 1,200,000 additional Class A shares for equity awards. Only holders of Class A and Class B common stock as of June 18, 2026, totaling 739,531 Class A and 42,160 Class B shares, may vote. The board reports active committee oversight, independent director majority, and outlines executive pay, which in 2025 included salaries plus stock and option grants under the equity plan.
Direct Digital Holdings, Inc. is calling a virtual special stockholder meeting on December 26, 2025 to approve several major capital structure changes. The company is asking investors to authorize one or more reverse stock splits of its Class A and Class B common stock at a ratio between 2‑for‑1 and 250‑for‑1, at the board’s discretion before December 26, 2026, primarily to help regain compliance with Nasdaq’s $1.00 minimum bid requirement after receiving a deficiency notice in May 2025 and an extension to January 30, 2026.
Stockholders are also being asked to approve the issuance of up to 100,000,000 additional shares of Class A Common Stock under a $100 million Equity Reserve Facility with New Circle Principal Investments LLC, on top of earlier authorizations of 8,500,000 and 50,000,000 shares. A further proposal would increase the share pool under the 2022 Omnibus Incentive Plan by 9,000,000 shares to a total of 16,500,000, and another would permit issuing up to 41,751,437 Class A shares as part of a court‑approved settlement and exchange. As of November 26, 2025, there were 31,687,949 Class A shares, 9,575,500 Class B shares and 30,180 shares of Series A Preferred Stock outstanding, and insiders and 5% holders controlled about 25.6% of the voting power. The board unanimously recommends voting FOR all proposals.
Direct Digital Holdings, Inc. is soliciting proxies for a virtual Special Meeting on October 13, 2025 to seek stockholder approval to increase authorized Class A Common Stock from 160,000,000 to 760,000,000 shares and to approve issuance of up to 50,000,000 Class A shares under an equity line (subject to Nasdaq Rule 5635(d)). The company disclosed an Equity Reserve Facility with New Circle that can purchase up to $20 million of Class A shares over 36 months at a discount to market prices.
The filing shows financial strain: a $10.1 million net loss for the six months ended June 30, 2025, cash of approximately $1.6 million as of June 30, 2025, and an auditor explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern. Outstanding shares at the record date (Sept 18, 2025) include 12,992,505 Class A, 10,448,000 Class B, and 25,000 Series A Preferred (convertible to 10,000,000 Class A). The Board says the share increase provides flexibility for financing and corporate purposes.