Direct Digital Holdings director Mistelle Locke reported multiple transactions in Class A Common Stock tied to restricted stock unit (RSU) vesting. She exercised or converted 320 RSUs into shares and 132 shares were sold in transactions coded as sales to cover tax liabilities, leaving her with 369 directly held shares after the most recent transaction. All amounts reflect the company’s January and April reverse stock splits.
Direct Digital Holdings, Inc. CFO Diana P. Diaz reported routine equity compensation activity. She exercised restricted stock units into 33 shares on April 1, 2026, and earlier 102 and 28 shares, while 10 and 31 shares of Class A Common Stock were withheld to cover tax liabilities. On March 24, 2026, she received 4,375 employee stock options at a $3.32 exercise price. After these transactions, she directly holds 169 shares of Class A Common Stock, 68 restricted stock units, and 4,375 stock options. All share amounts have been adjusted for the company’s January and April 2026 reverse stock splits.
Direct Digital Holdings, Inc. Chief Growth Officer Maria Vilchez reported routine equity compensation activity and related tax withholding transactions. She was granted 4,375 employee stock options on March 24, 2026 with an exercise price of $3.32 per share, each option covering one share of Class A Common Stock.
On several dates from August 22, 2025 through April 1, 2026, restricted stock units (RSUs) vested and were converted on a one-for-one basis into a total of 164 shares of Class A Common Stock, while 51 shares were withheld to cover tax liabilities. Following the most recent reported transaction, Vilchez directly holds 183 shares of Class A Common Stock and 4,375 stock options, with all figures adjusted for the company’s January and April reverse stock splits.
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. director Ohad Harlev filed an initial ownership report on Form 3. The filing establishes his status as a director of the company but does not list any specific share holdings or recent transactions in this excerpt.
Direct Digital Holdings, Inc. has set July 31, 2026 as the date for its 2026 annual meeting of stockholders. Because this date is more than 30 days after the prior annual meeting held on June 9, 2025, earlier nomination and proposal deadlines no longer apply.
Stockholders must submit proposals for inclusion in the proxy statement under Rule 14a-8, as well as other proposals or director nominations, by June 22, 2026. The same June 22, 2026 deadline also applies to stockholders intending to use the universal proxy rules to solicit proxies for alternative director nominees.
Direct Digital Holdings, Inc. appointed Ohad Harlev as an Independent Director to its Board, effective June 3, 2026, and increased the size of the Board in connection with his appointment. The move fulfills obligations under the company’s Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock.
Harlev will receive annual cash compensation prorated for the remainder of the year in line with the company’s existing director compensation program. The company states there are no arrangements under which he was selected and no related-party transactions requiring disclosure. On June 4, 2026, the company issued a press release announcing his appointment, furnished as Exhibit 99.1 under Regulation FD.
Direct Digital Holdings, Inc. registers for resale up to 20,000,000 shares of Class A Common Stock to be offered by Roth Principal Investments pursuant to a committed equity facility Purchase Agreement. The company is not selling shares in this prospectus and will not receive proceeds from resales; however, it may elect to sell up to $50,000,000 of Class A Common Stock to Roth Principal Investments under the Purchase Agreement. Shares outstanding were 701,243 as of May 26, 2026. Sales to Roth will be at VWAP-based prices subject to a 7.4% effective discount (after a 0.6% expense reimbursement) and subject to an Exchange Cap of 140,178 shares (19.99%) and a 4.99% beneficial ownership limit. Nasdaq listing compliance matters and potential dilution from additional issuances are disclosed.