Form 8-K
8-K — Direct Digital Holdings, Inc.
Accession: 0001880613-26-000087
Filed: 2026-07-31
Period: 2026-07-31
CIK: 0001880613
SIC: 7310 (SERVICES-ADVERTISING)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Documents
8-K — drct-20260731.htm (Primary)
EX-10.1 (drct-amendmenttoincentivep.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: drct-20260731.htm · Sequence: 1
drct-20260731
FALSE000188061300018806132025-06-092025-06-09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 31, 2026
Direct Digital Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-41261 87-2306185
(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
Identification No.)
1177 West Loop South, Suite 1310
Houston, Texas
77027
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (832) 402-1051
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Trading
Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, par value $0.001 per share DRCT The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As described under Item 5.07 of this Current Report on Form 8-K (the “Current Report”), on July 31, 2026, at the Annual Meeting (as defined below), the stockholders of Direct Digital Holdings, Inc. (the “Company”) approved an amendment to the Company’s 2022 Omnibus Incentive Plan, as amended, to increase the number of authorized shares of Class A Common Stock issuable thereunder by 1,200,000 shares (the “Equity Plan Amendment”).
The Company’s Board of Directors previously approved the Equity Plan Amendment subject to stockholder approval at the Annual Meeting. The Equity Plan Amendment became effective at the time of stockholder approval.
A copy of the Equity Plan Amendment is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02. The material terms of the 2022 Omnibus Incentive Plan and the Equity Plan Amendment are described in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on June 23, 2026, as amended (the “Proxy Statement”).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 31, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at 9:30 a.m. Central Time by means of an online virtual meeting platform. As of June 18, 2026, the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting, 739,531 shares of the Company’s Class A Common Stock were outstanding and eligible to vote, 42,160 shares of the Company’s Class B Common Stock were outstanding and eligible to vote, and 27,077 shares of Series A Convertible Preferred Stock (which on an as-if-converted-to-Class-A-Common-Stock basis as of the record date represent 53,219 shares that are entitled to vote on any matter presented to the holders of Class A Common Stock and Class B Common Stock at the Annual Meeting) were outstanding and eligible to vote, for an aggregate of 834,910 votes. Stockholders representing 425,635 votes by holders of the Company’s Class A Common Stock, the Company’s Class B Common Stock and the Company’s Series A Convertible Preferred Stock, or approximately 51%, of the votes entitled to be cast at the Annual Meeting as of the record date, were represented in person or by proxy, constituting a quorum.
At the Annual Meeting, the following three proposals were approved: (i) the election of six directors to hold office until the 2027 annual meeting of stockholders; (ii) the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (iii) the approval of an amendment to the Company’s 2022 Omnibus Incentive Plan to increase the number of shares of the Company’s Class A Common Stock issuable thereunder by 1,200,000 shares. The three proposals are described in detail in the Proxy Statement.
Proposal 1
The votes with respect to the election of six directors to hold office until the 2027 annual meeting of stockholders were as follows:
Director
Votes For
Votes Withheld
Broker Non-Votes
Mark D. Walker
188,398 7,980 229,257
Keith W. Smith
188,127 8,251 229,257
Richard Cohen
187,568 8,810 229,257
Antoinette Leatherberry
187,732 8,646 229,257
Mistelle Locke
187,969 8,409 229,257
Ohad Harlev 188,791 7,587 229,257
Proposal 2
The vote with respect to the ratification of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was as follows:
Total Votes For
Total Votes Against
Abstentions
416,368 8,509 758
Proposal 3
The vote with respect to the approval of an amendment to the Company’s 2022 Omnibus Incentive Plan to increase the number of shares of the Company’s Class A Common Stock issuable thereunder by 1,200,000 shares was as follows:
Total Votes For
Total Votes Against
Abstentions
Broker Non-Votes
171,930 24,036 412 229,257
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit No. Description
10.1
Amendment to Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan, as amended
104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
July 31, 2026
(Date)
Direct Digital Holdings, Inc.
(Registrant)
/s/ DIANA P. DIAZ
Diana P. Diaz
Chief Financial Officer
EX-10.1
EX-10.1
Filename: drct-amendmenttoincentivep.htm · Sequence: 2
Document
Exhibit 10.1
AMENDMENT TO DIRECT DIGITAL HOLDINGS, INC.
2022 OMNIBUS INCENTIVE PLAN
This Amendment to the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan (the “Plan”), has been adopted by the Board of Directors (the “Board”) and approved by the stockholders of Direct Digital Holdings, Inc. (the “Company”), to be effective as of July 31, 2026.
WITNESSETH:
WHEREAS, the Company adopted the Plan for the purposes set forth therein;
WHEREAS, pursuant to Section 17 of the Plan, the Board has the right to amend the Plan with respect to certain matters, provided such amendment must be subject to stockholder approval if necessary to comply with applicable exchange listing requirements;
WHEREAS, increasing the number of shares available for issuance under the Plan, as provided for this in Amendment, requires stockholder approval; and
WHEREAS, the Board has approved and authorized this Amendment to the Plan and has recommended that the stockholders of the Company approve this Amendment;
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended, subject to and effective as of the date of stockholder approval hereof, in the following particulars:
1.Section 5(a) of the Plan is hereby amended in its entirety as follows:
Subject to Section 15, the aggregate number of shares of Stock in respect of which Awards may be granted under the Plan as of the Effective Date is 1,275,000 shares of Stock, all of which may be granted pursuant to Incentive Stock Options.
Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect.
The foregoing is hereby acknowledged as being an Amendment to the Plan, as adopted by the Board on June 8, 2026, and approved by the Company’s stockholders on July 31, 2026.
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