Item 5.02 Departure of Directors or Certain Officer; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 16, 2023, the Board of Directors (the "Board") of Direct Digital Holdings, Inc. (the "Company") appointed Mistelle Locke to its Board and increased the size of its Board from four (4) to five (5) directors in connection with her appointment. The appointment was made based upon the recommendation of the Nominating and Corporate Governance Committee of the Board. Ms. Locke will serve as the Chair of the Board's Compensation Committee and as a member of the Board's Audit Committee and Nominating and Corporate Governance Committee.

Ms. Locke 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, 2022 prorated for the portion of the year remaining.

There are no arrangements or understandings between Ms. Locke 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 Ms. Locke has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

On January 18, 2023, the Company issued a press release announcing the appointment of Ms. Locke to the Board as a director. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated into this Item 5.02 by reference.

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