Direct Digital Holdings Announces 4-to-1 Reverse Stock Split: Key Details for Investors

Houston, April 23, 2026 — Direct Digital Holdings, Inc. (Nasdaq: DRCT), a leading advertising and marketing technology platform, has announced that it will effect a 4-to-1 reverse stock split of its shares of Series A common stock (\$0.001 par value) and Series B common stock (\$0.001 par value). This significant corporate action is expected to have important implications for current and prospective shareholders.

Key Points in the Report

• Reverse Stock Split Ratio: Every four shares of the Company’s common stock issued and outstanding will automatically convert into one share of common stock.
• No Change in Par Value or Authorized Shares: The par value per share remains \$0.001, and the authorized number of shares of common stock is unchanged.
• Reduction in Outstanding Shares:
  • Class A common stock (traded on Nasdaq) will decrease from approximately 2.8 million to approximately 0.7 million shares.
  • Class B common stock (exchangeable and votes together with Class A) will decrease from approximately 0.17 million to approximately 0.04 million shares.
• Fractional Shares: Shareholders who would otherwise receive a fractional share will instead receive a proportional cash payment in lieu of a fractional share.
• Transfer Agent: Equiniti Trust Company will serve as the exchange and paying agent for the reverse stock split.
• Shareholder Action: Shareholders holding shares in book-entry form or through a bank, broker, or other nominee are not required to take action. Beneficial holders are encouraged to contact their intermediary with procedural questions.
• Background: The reverse split follows a 55-to-1 reverse stock split on January 12, 2026, and is part of a broader program authorized by the Board and shareholders for up to a 250-to-1 ratio before December 26, 2026.

Why This Matters: Shareholder Implications and Price Sensitivity

• Nasdaq Listing Compliance: The stated purpose is to maintain compliance with Nasdaq listing requirements and to support an efficient public float that attracts institutional and long-term investors.
• Potential for Share Price Movement: A reverse stock split reduces the number of shares outstanding, which typically results in a higher per-share trading price. This can help the Company avoid delisting and may attract new types of investors, but it does not change the underlying value of shareholders’ total holdings.
• Recent and Frequent Splits: The board’s ability to implement additional reverse splits up to a 250-to-1 ratio before the end of 2026 is notable and may signal ongoing efforts to manage the share structure and maintain compliance.
• No Impact on Voting Rights: Class B shares remain exchangeable and continue to vote alongside Class A shares.
• Cash in Lieu of Fractional Shares: The company will pay cash instead of issuing fractional shares, which is standard but worth noting for investors with odd-lot positions.

Management Commentary

Mark Walker, Chief Executive Officer of Direct Digital Holdings, commented: “Our Nasdaq listing is an important asset, and this reverse split positions us to continue to meet the listing requirements of Nasdaq and maintain an efficient public float that supports institutional and long-term investor interest. We are optimistic about our future as the team focuses on leveraging our platform and capabilities for growth.”

Additional Information

• Further procedural details for shareholders are available in the company’s definitive proxy statement on Schedule 14A filed with the SEC on December 15, 2025.
• The company’s Board and stockholders previously authorized multiple reverse splits up to a 250-to-1 ratio.
• The press release and detailed exhibits can be accessed via the company’s public filings and investor relations page.

About Direct Digital Holdings

Direct Digital Holdings (Nasdaq: DRCT) operates a technology platform combining sell-side (Colossus SSP) and buy-side (Orange 142) advertising solutions. The company specializes in data-driven digital media strategies across programmatic, search, social, CTV, and influencer marketing, serving clients in high-growth industries such as energy, healthcare, and tourism.

The company emphasizes its commitment to compliance, technology innovation, and maintaining a Nasdaq listing, which is seen as critical for market reputation and access to capital.

Investor Contacts

IMS Investor Relations: Walter Frank/Jennifer Belodeau
(203) 972-9200
[email protected]

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult the company’s filings, their financial advisor, and consider their own circumstances before making investment decisions. Forward-looking statements are subject to risks and uncertainties, as outlined in the company’s SEC filings and the Private Securities Litigation Reform Act of 1995.

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