Direct Digital Holdings, Inc.

We have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. In accordance with these rules, our “named executive officers” for fiscal year 2025 were:

•Mark Walker, Chairman and Chief Executive Officer;

•Keith Smith, President; and

•Diana P. Diaz, Chief Financial Officer.

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the fiscal years ended December 31, 2025 and 2024 below.

(1)Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating these values are described in Note 2 — Basis of Presentation and Consolidation and Summary of Significant Accounting Policies to the Company’s consolidated financial statements contained herein.

(2)These amounts represent cash stipends to be used for individual benefits of the executive’s choosing.

Annual Incentive Program

Our named executive officers are each eligible to participate in an annual incentive program. Under this program, each participating executive has a target annual incentive amount and may earn between zero and 150% of that target amount based on the Company’s achievement of specified goals for revenue and EBITDA performance. For 2025, Messrs. Walker and Smith and Ms. Diaz had target annual incentive amounts equal to 75%, 75% and 50% of their base salaries, respectively. Based on 2025 corporate performance, there were no payouts for 2025.

Executive Employment Agreements with our Named Executive Officers

In May 2025, our subsidiary DDH LLC entered into amended and restated employment agreements (“Restated Agreements”) with each of Messrs. Walker and Smith and Ms. Diaz. Under the Restated Agreements, the annual base salaries of each of Messrs. Walker and Smith and Ms. Diaz remain unchanged at $500,000, $500,000 and $350,000, respectively. In addition, these executives will continue to be eligible for annual cash bonuses and periodic equity awards, as determined by the compensation committee of our board of directors.

Each of the Restated Agreements provides for severance benefits upon a cessation of the executive’s employment due to a termination by the Company without cause or a resignation by the executive for good reason. In the case of such a severance event, other than upon or within two years following a change in control, the executive will receive twelve months of base salary continuation. If the severance event occurs upon or within two years following a change in control, the executive will instead receive twenty-four months of base salary continuation and a lump sum payment equal to two times his or her target annual bonus opportunity for the year of termination. In each case, the severance benefits are conditioned on the executive’s execution of a general release of claims.

The Restated Agreements contain customary provisions regarding confidentiality and ownership of intellectual property, and include non-competition and non-solicitation covenants that continue for twelve months following termination of employment (or eighteen months, if such termination occurs upon or within two years following a change in control).

Equity Awards

Each of our named executive officers is also eligible to receive equity awards under our 2022 Omnibus Incentive Plan, as amended (the “2022 Plan”). The size and other terms of equity awards are determined by the compensation committee of our board of directors, in their discretion.

On January 24, 2025 and April 1, 2025, the compensation committee granted RSUs and stock options to the named executive officers to encourage their retention and continued efforts on behalf of the Company. Messrs. Walker and Smith each received: (i) 818 RSUs and stock options in respect of 818 shares of our Class A Common Stock, each vesting on January 24, 2026, and (ii) 818 RSUs and stock options in respect of 818 shares of our Class A Common Stock, each vesting in three equal annual installments, on April 1, 2026, April 1, 2027 and April 1, 2028. Ms. Diaz received: (i) 409 RSUs and stock options in respect of 409 shares of our Class A Common Stock, each vesting on January 24, 2026, and (ii) 409 RSUs and stock options in respect of 409 shares of our Class A Common Stock, each vesting in three equal annual installments, on April 1, 2026, April 1, 2027 and April 1, 2028.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding outstanding equity awards held by the Company’s named executive officers as of December 31, 2025.

(1)The option granted on January 24, 2025 cliff vested on the first anniversary of the grant date. The other options listed in this table vest in equal annual installments over the three years after the option grant date. The vesting of each option is generally subject to the condition that the optionee will have remained employed by the Company, or any one or more of its subsidiaries, through the applicable vesting date. The relevant grant dates are indicated in the footnotes below.

(2)The restricted stock units granted on January 24, 2025 cliff vested on the first anniversary of the grant date. The other restricted stock unit awards listed in this table vest in equal annual installments over the three years after the restricted stock unit grant date. The vesting of each restricted stock unit is generally subject to the condition that the recipient will have remained employed by the Company, or any one or more of its subsidiaries, through the applicable vesting date. The relevant grant dates are indicated in the footnotes below.

(3)In accordance with SEC rules, the market value of shares in this column is based on the closing price of our Class A Common Stock on December 31, 2025 ($3.52 per share).

(4)The grant date of this award was June 10, 2022.

(5)The grant date of this award was March 20, 2023.

(6)The grant date of this award was October 16, 2023.

(7)The grant date of this award was January 24, 2025.

(8)The grant date of this award was April 1, 2025.

Stock Option Grant Timing

The Company has no set policy or practice regarding the timing of stock option awards or similar instruments in relation to the disclosure of material nonpublic information. In general, the timing of stock option awards is dictated by the event or circumstance giving rise to the award and the schedules of the directors responsible for approving the award. If a stock option grant is made at a time that material nonpublic information exists, the directors approving the award consider the anticipated effect of that information on our stock price and take such effect into account when sizing and pricing the award.

Clawback Policy

In 2023, the Company adopted a clawback policy (the “Clawback Policy”) to comply with the requirements of the Exchange Act, SEC rules and the Nasdaq Stock Market’s listing rules, such that in the event of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the Company is required to seek recoupment of certain cash and performance-based equity incentive compensation received or deemed to be received by the Company’s current or former executive officers to the extent such compensation is determined to have been erroneously paid. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement. The policy is administered by our board of directors or, if so designated by our board of directors, a committee of our board of directors. Any determinations made by our board of directors or a committee to which the board’s authority under the Clawback Policy has been delegated shall be final and binding on all affected individuals.

Director Compensation

Non-employee director compensation for the year ended December 31, 2025 is shown in the table below:

(1)Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating these values are described in Note 2 — Basis of Presentation and Consolidation and Summary of Significant Accounting Policies to our consolidated financial statements included herein.

(2)Unvested restricted stock unit awards held by our non-employee directors as of December 31, 2025 are summarized in the following table:

Our non-employee director compensation policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy each director who is not an employee is paid cash compensation as set forth below:

Annual Retainer

These fees are payable in four equal quarterly installments, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our board of directors or any committee of the board of directors. We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending our board of directors and committee meetings.

The above described amounts reflect the Board of Directors’ approval in February 2025 of an increase in the annual retainer payable to all non-employee members of the Board of Directors from $30,000 to $40,000 effective as of January 1, 2025.

Equity Awards

We have no fixed policy regarding the issuance of equity awards to our non-employee directors. However, our board of directors has in recent years approved annual awards of restricted stock units to our non-employee directors. For 2025, our board of directors approved two grants of restricted stock unit to our non-employee directors, totaling 1,000 restricted stock units (on a split-adjusted basis) per non-employee director. The first award, granted in January 2025, was a special recognition grant while the second award, granted in June 2025, was the 2025 annual grant to non-employee board members. Those awards generally vest (subject to the continued service of the grantee) on the first anniversary of grant, although vesting may accelerate in certain circumstances, such as in connection with a change in control.