Direct Digital Holdings (DRCT) Proxy Filing summary

Executive summary

• Special Meeting scheduled for October 9, 2025, to be held virtually for broader participation and cost savings.

• Key proposals include increasing authorized Class A Common Stock and approving issuance of up to 50,000,000 shares under an equity facility.

• Board recommends voting in favor of both proposals to support capital flexibility and ongoing operations.

Voting matters and shareholder proposals

• Proposal 1: Amend Certificate of Incorporation to increase authorized Class A Common Stock from 160,000,000 to 760,000,000.

• Proposal 2: Approve issuance of up to 50,000,000 shares of Class A Common Stock under the Equity Reserve Facility, per Nasdaq Rule 5635(d).

• Board unanimously recommends voting “FOR” both proposals.

• Shareholders can submit proposals for the 2026 Annual Meeting by December 30, 2025.

Board of directors and corporate governance

• Mark Walker (CEO) and Keith Smith (President) each indirectly hold about 50% of voting interest in the main holding entity.

• All Class B Common Stock is held by Direct Digital Management, LLC, controlled by Walker and Smith.

• Directors and executive officers collectively control approximately 46.9% of voting power.