Direct Digital Holdings, Inc. 8-K

What Happened

• Direct Digital Holdings, Inc. (DRCT) reported (Item 5.07) that its special meeting of stockholders, with a record date of November 26, 2025, was convened but adjourned because a quorum was not present. The chairperson adjourned the Special Meeting under the Company’s Amended and Restated Bylaws. The meeting will reconvene virtually on January 2, 2026 at 9:30 a.m. Central Time to vote on the proposals in the previously distributed proxy materials (including the definitive proxy statement filed December 15, 2025).

Key Details

• Record date: close of business November 26, 2025 (unchanged for the reconvened meeting).
• Shares outstanding on record date: 31,687,949 Class A common shares; 9,575,500 Class B common shares; 30,180 Series A preferred shares (the Series A shares are entitled to 12,072,000 votes).
• Quorum not met at the originally scheduled meeting; therefore no business was conducted and the meeting was adjourned.
• Stockholders who have already voted do not need to recast votes; valid proxies already submitted will be voted at the reconvened meeting as previously instructed unless properly revoked before the reconvened meeting.

Why It Matters

• Voting on the matters in the proxy materials (as described in the company’s December 15, 2025 definitive proxy statement) is delayed until January 2, 2026. That postpones any shareholder-approved actions until after the reconvened meeting.
• Proxies already submitted remain effective, so investors who want to change their vote must revoke their proxy before the reconvened meeting. The record date for voting eligibility is fixed at November 26, 2025, so only holders of record on that date may vote at the reconvened session.
• Retail investors should note the new virtual meeting date/time and review the proxy materials to confirm how key proposals affect their holdings and whether they want to attend or change their vote.