Direct Digital Holdings (DRCT) investor relations material

Executive summary

• Amendment corrects voting rights to include Series A Convertible Preferred Stock, reflecting 27,077 shares outstanding as of the record date, representing 53,219 votes.

• Annual meeting scheduled for July 31, 2026, with a record date of June 18, 2026, for voting eligibility.

• No changes to the proposals to be acted upon at the annual meeting; all other proxy statement items remain unchanged.

Voting matters and shareholder proposals

• Holders of Class A, Class B Common Stock, and Series A Convertible Preferred Stock (on an as-converted basis) are entitled to vote.

• Each Class A and Class B share has one vote; Series A Convertible Preferred Stock votes as if converted to Class A shares.

• 739,531 Class A, 42,160 Class B, and 27,077 Series A Convertible Preferred shares outstanding as of the record date.

Board of directors and corporate governance

• All Class B Common Stock is held by Direct Digital Management, LLC, indirectly owned by the Chairman/CEO and President.

• Directors, executive officers, and 5% beneficial owners collectively control 6.3% of total voting power.