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): June 12, 2023

Direct Digital Holdings, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Exchange Act:

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 x

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. ¨

On June 12, 2023, Direct Digital Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of stockholders at 9:30 a.m. Central Time by means of an online virtual meeting platform. Stockholders representing 1,851,574 shares of the Company’s Class A Common Stock and 11,278,000 shares of the Company’s Class B Common Stock, or 92.6%, of the 14,180,200 shares entitled to vote, were represented in person or by proxy, constituting a quorum.

At the 2023 Annual Meeting, the following two proposals were approved: (i) the election of five directors to hold office until the 2024 annual meeting of stockholders; and (ii) the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The two proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2023 Annual Meeting filed with the SEC on May 1, 2023.

As of the April 20, 2023 record date for the determination of the stockholders entitled to notice of, and to vote at, the 2023 Annual Meeting, 2,902,200 shares of the Company’s Class A Common Stock were outstanding and eligible to vote and 11,278,000 shares of the Company’s Class B Common Stock were outstanding and eligible to vote, with an aggregate of 14,180,200 votes.

Proposal 1

The votes with respect to the election of five directors to hold office until the 2024 annual meeting of stockholders were as follows:

Proposal 2

The vote with respect to the ratification of Marcum LLP as the Company’s independent registered accounting firm for the year ending December 31, 2023 was as follows:

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.