Direct Digital Holdings, Inc. 8-K

What Happened
Direct Digital Holdings, Inc. filed a Certificate of Amendment to effect a 55-to-1 reverse stock split of its Series A and Series B common stock. The stockholders approved the reverse split at a Special Meeting on December 30, 2025, the Board selected the 55-to-1 ratio on December 30, 2025, the amendment was filed with Delaware on January 9, 2026, and the reverse split became effective at 12:01 a.m. on January 12, 2026. The company's Class A common stock began trading on the Nasdaq Capital Market on a post-split basis at the open of business on January 12, 2026.

Key Details

• Reverse split ratio: 55-for-1 (every 55 pre-split shares become 1 post-split share).
• Approval & timing: stockholders approved at Special Meeting on Dec 30, 2025; amendment filed Jan 9, 2026; effective Jan 12, 2026 at 12:01 a.m.
• Fractional shares: no fractional shares will be issued; holders entitled to a cash payment (rounded to nearest cent) based on the Nasdaq closing price at the effective time multiplied by the fractional share.
• Stock specifics: applies to Series A and Series B common stock (par value $0.001); post-split Class A common stock has new CUSIP 25461T204; par value and other terms unchanged.
• Administration: Equiniti Trust Company is acting as exchange and paying agent; transfer agent will send instructions to record holders.
• Public notice: Company issued a press release on Jan 8, 2026 announcing the reverse split.

Why It Matters
For investors, the reverse split reduces the number of outstanding shares and increases the per-share price proportionally; voting rights and other per-share rights remain proportionate and are not otherwise changed. Holders who would otherwise own fractional shares will receive a cash payment instead of fractional shares, so shareholders should watch communications from the transfer agent for exchange/payment instructions. The company’s Class A shares now trade under a new CUSIP and on a post-split basis on Nasdaq as of Jan 12, 2026.