Direct Digital Holdings (DRCT) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 26, 2025, to address key corporate actions including reverse stock splits, share issuances, and incentive plan amendments.

• Proposals aim to maintain Nasdaq listing, secure capital, incentivize employees, and resolve vendor payables.

• Board unanimously recommends approval of all proposals.

Voting matters and shareholder proposals

• Vote on amending the Certificate of Incorporation to allow reverse stock splits at ratios between 2-for-1 and 250-for-1, at the Board's discretion before December 26, 2026.

• Approve issuance of up to 100,000,000 Class A shares under an Equity Reserve Facility with New Circle Principal Investments LLC.

• Approve amendment to the 2022 Omnibus Incentive Plan to increase authorized shares by 9,000,000.

• Approve issuance of up to 41,751,437 Class A shares as part of a court-approved settlement with Continuation Capital.

• Other business may be transacted as appropriate.

Board of directors and corporate governance

• Board retains discretion on timing and ratio of reverse stock splits.

• Board and compensation committee administer the Omnibus Incentive Plan and select award recipients.

• Directors and executive officers collectively control 25.6% of voting power.