Direct Digital Holdings, Inc. filed post-effective amendments to three Form S-8 registration statements on October 26, 2026, removing from registration all unsold or unissued shares of Class A common stock under its 2022 Omnibus Incentive Plan in connection with the company's announced voluntary delisting and deregistration.

Key Highlights

  • Three registration statements terminated: Registration Nos. 333-264207, 333-284345, and 333-293397 are all covered by these post-effective amendments.
  • Shares originally registered: 1,500,000 shares (filed April 8, 2022), 2,000,000 shares (filed January 17, 2025), and 9,000,000 shares (filed February 11, 2026) under the 2022 Omnibus Incentive Plan.
  • Voluntary delisting announced: On October 21, 2026, the company announced its intention to apply for voluntary delisting from the Nasdaq Capital Market and deregistration from Exchange Act reporting requirements.
  • Two prior reverse stock splits disclosed: A one-for-fifty-five reverse split was effected on January 12, 2026, and a one-for-four reverse split was effected on April 27, 2026; the share counts above were not adjusted to reflect either split.
  • All offerings terminated: According to the filing, the company has terminated any and all offerings under the three registration statements.

Direct Digital Holdings Withdraws Equity Plan Registrations Ahead of Planned Delisting

Direct Digital Holdings, Inc. (NASDAQ:DRCT), a Delaware corporation headquartered at 1177 West Loop South, Suite 1310, Houston, Texas, filed post-effective amendments to three previously effective Form S-8 registration statements with the Securities and Exchange Commission on October 26, 2026. According to the filing, the purpose of the amendments is to deregister any and all shares of the company's Class A common stock, par value $0.001 per share, that were registered but remain unsold or otherwise unissued under each registration statement as of that date.

The filing states that the three registration statements collectively covered shares issuable under the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan, as amended. The earliest, Registration No. 333-264207, was filed on April 8, 2022 and originally registered 1,500,000 shares. Registration No. 333-284345, filed January 17, 2025, covered 2,000,000 shares, and Registration No. 333-293397, filed February 11, 2026, covered 9,000,000 shares. The filing notes that none of these share counts have been adjusted for the one-for-four reverse stock split effected on April 27, 2026, and that the first two registration statements also have not been adjusted for the one-for-fifty-five reverse stock split effected on January 12, 2026.

The company disclosed that on October 21, 2026, it announced its intention to apply for voluntary delisting from the Nasdaq Capital Market and voluntary deregistration from reporting requirements under the Securities Exchange Act of 1934. The filing states that, in connection with that decision, the company has terminated all offerings under the registration statements. The filing further states that the post-effective amendments are being made pursuant to an undertaking in Part II of each registration statement to remove from registration any securities registered for issuance but remaining unsold at the termination of each offering. Chairman and Chief Executive Officer Mark D. Walker signed the filing on behalf of the company.

What Was Disclosed

Direct Digital Holdings filed post-effective amendments on October 26, 2026 to deregister all unsold shares under three S-8 registration statements tied to its 2022 Omnibus Incentive Plan, following the company's October 21, 2026 announcement of its intention to voluntarily delist from Nasdaq and deregister under the Exchange Act.