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 voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment for one or more reverse stock splits (2-for-1 to 250-for-1) before December 26, 2026, at Board's discretion.

• Proposal 2: Approve issuance of up to 100,000,000 Class A shares under the Equity Reserve Facility, providing up to $100 million in capital.

• Proposal 3: Approve amendment to 2022 Omnibus Incentive Plan, increasing authorized shares by 9,000,000 to 16,500,000.

• Proposal 4: Approve issuance of up to 41,751,437 Class A shares as part of a court-approved settlement and exchange to resolve vendor payables.

• Other business may be transacted as appropriate.

Board of directors and corporate governance

• Directors and executive officers collectively own 3.1% of Class A and 100% of Class B shares, representing 25.6% of voting power.

• All Class B shares are held by Direct Digital Management, LLC, controlled by the CEO and President.

• Board and compensation committee oversee incentive plan administration and amendments.