DRCT Direct Digital Holdings, Inc. - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2026, the Board of Directors (the “Board”) of Direct Digital Holdings, Inc. (the “Company”) appointed Ohad Harlev to serve as an Independent Director on its Board, effective immediately, and increased the size of its Board in connection with his appointment. The appointment was made to satisfy the Company’s obligations under its Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock and based upon the recommendation of the Nominating and Corporate Governance Committee of the Board. Mr. Harlev does not currently serve on any committees of the Board.

Mr. Harlev shall be entitled to annual cash compensation in accordance with the Company’s director compensation program as set forth in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026 prorated for the portion of the year remaining.

There are no arrangements or understandings between Mr. Harlev and any other person pursuant to which he was selected to serve on the Board. There are no transactions in which the Company or any of its subsidiaries is a party and in which Mr. Harlev has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On June 4, 2026, the Company issued a press release announcing the appointment of Mr. Harlev to the Board as a director. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall otherwise be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release issued on June 4, 2026

104

Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).