Basisstatistiken
| CIK | 1880613 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Direct Digital Holdings, Inc.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| June 4, 2026 |
Ohad Harlev Appointed to the Board of Directors of Direct Digital Holdings Exhibit 99.1 Ohad Harlev Appointed to the Board of Directors of Direct Digital Holdings HOUSTON, June 4, 2026 – Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings," "DDH," or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC ("Colossus SSP") and Orange 142, LLC ("Orange 142"), today announced the appointm |
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| June 4, 2026 |
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 3, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commiss |
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| May 28, 2026 |
Up to 20,000,000 Shares of Class A Common Stock Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-295414 PROSPECTUS Up to 20,000,000 Shares of Class A Common Stock This prospectus relates to the resale by Roth Principal Investments LLC (“Roth Principal Investments” or the “Selling Stockholder”) from time to time, of up to 20,000,000 shares of our Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”). The sh |
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| May 21, 2026 |
Calculation of Filing Fee Tables S-1 Direct Digital Holdings, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forwa |
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| May 21, 2026 |
As filed with the Securities and Exchange Commission on May 21, 2026. As filed with the Securities and Exchange Commission on May 21, 2026. Registration Statement No. 333-295414 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 87-2306185 (State or Other Jurisdicti |
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| May 21, 2026 |
TWELFTH AMENDMENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT Execution Version TWELFTH AMENDMENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT This Twelfth Amendment and Waiver to Term Loan and Security Agreement (“Agreement”), dated as of May 15, 2026 (the “Effective Date”), is entered into by and between Direct Digital Holdings, LLC, a Texas limited liability company (“Borrower”), Direct Digital Holdings, Inc. |
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| May 21, 2026 |
Explanatory Note Direct Digital Holdings, Inc. and subsidiaries are filing this Current Report on Form 8-K to update portions of our Annual Report on Form 10-K for Direct Digital Holdings, Inc. for the year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC") on March 31, 2026 (“2025 Form 10-K”) to reflect a change in Direct Digital Holdings, Inc.'s reportable segment |
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| May 21, 2026 |
[Signature Page to Letter Agreement] May 18, 2026 Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310 Houston, TX 77027 Re: Committed Equity Facility Ladies and Gentlemen: Reference is made to that certain Common Stock Purchase Agreement, dated as of April 28, 2026 (the “Purchase Agreement”), by and between Direct Digital Holdings, Inc., a Delaware corporation (the “Company”), and Roth Principal Investments, LLC (the “Inve |
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| May 21, 2026 |
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): May 15, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commiss |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 00 |
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| May 11, 2026 |
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): May 11, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commiss |
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| May 11, 2026 |
Direct Digital Holdings Reports First Quarter 2026 Financial Results Exhibit 99.1 Direct Digital Holdings Reports First Quarter 2026 Financial Results Houston, TX, May 11, 2026 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Orange 142, LLC ("Orange 142") and Colossus Media, LLC ("Colossus SSP"), today announced financial results for |
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| April 29, 2026 |
Calculation of Filing Fee Tables S-1 Direct Digital Holdings, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forwa |
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| April 29, 2026 |
As filed with the Securities and Exchange Commission on April 29, 2026. As filed with the Securities and Exchange Commission on April 29, 2026. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 87-2306185 (State or Other Jurisdiction of Incorporation or |
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| April 28, 2026 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 28, 2026, is by and between Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and Direct Digital Holdings, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase |
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| April 28, 2026 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT DIGITAL HOLDINGS, Inc. Direct Digital Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST: That the name of the Corporation is Direct Digital Holdings, Inc. SECON |
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| April 28, 2026 |
Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of April 28, 2026 by and between DIRECT DIGITAL HOLDINGS, INC. and ROTH PRINCIPAL INVESTMENTS, LLC TABLE OF CONTENTS Page Article I DEFINITIONS..................................................................................................................... 1 Article II PURCHASE AND SALE OF COMMON STOCK....................................... |
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| April 28, 2026 |
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): April 23, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commi |
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| April 23, 2026 |
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): April 23, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commi |
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| April 23, 2026 |
Direct Digital Holdings Announces Reverse Stock Split Direct Digital Holdings Announces Reverse Stock Split Houston, Apr. 23, 2026 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC ("Colossus SSP") and Orange 142, LLC ("Orange 142"), today announced a 4-to-1 reverse stock split of all classes of its co |
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| April 7, 2026 |
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): April 2, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commis |
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| April 1, 2026 |
Exhibit 99.1 Direct Digital Holdings Reports Fourth Quarter and Full Year 2025 Financial Results Fourth Quarter 2025 Buy-side Revenue Increased 28% Fourth Quarter 2025 Consolidated Revenue Decreased 7% Reduced Operating Expenses by 12% in Q4 2025 Compared to Q4 2024 and by 18% in FY 2025 Compared to FY 2024 Houston, TX, March 31, 2026 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital |
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| April 1, 2026 |
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): March 31, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commi |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-412 |
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| March 31, 2026 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The “Company,” “Direct Digital,” “Direct Digital Holdings,” “DDH,” “we,” “us” and “our” refer to Direct Digital Holdings, Inc. The following description summarizes the material terms and provisions of the registered securities of Direct Digital Holdings, Inc. Because it i |
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| March 31, 2026 |
Subsidiaries of Direct Digital Holdings, Inc. Exhibit 21.1 Subsidiaries of Direct Digital Holdings, Inc. Legal Name Jurisdiction of Formation Direct Digital Holdings, LLC Texas Orange 142, LLC Delaware Huddled Masses, LLC Delaware Colossus Media, LLC Delaware |
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| February 12, 2026 |
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): February 12, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Co |
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| February 12, 2026 |
Direct Digital Holdings Regains Compliance with Nasdaq Bid Price Requirement Exhibit 99.1 Direct Digital Holdings Regains Compliance with Nasdaq Bid Price Requirement Houston, February 12, 2026 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC ("Colossus SSP") and Orange 142, LLC ("Orange 142"), today announced that the Comp |
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| February 11, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Direct Digital Holdings, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Class A common stock, par value $0.001 per share Other 9,000,000 $ 1.64 $ 14,760,000.00 0.0001381 $ 2,0 |
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| February 11, 2026 |
AMENDMENT TO DIRECT DIGITAL HOLDINGS, INC. 2022 OMNIBUS INCENTIVE PLAN Exhibit 99.2 AMENDMENT TO DIRECT DIGITAL HOLDINGS, INC. 2022 OMNIBUS INCENTIVE PLAN This Amendment to the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan (as amended, the “Plan”), has been adopted by the Board of Directors (the “Board”) and approved by the stockholders of Direct Digital Holdings, Inc. (the “Company”), to be effective as of December 30, 2025. WITNESSETH: WHEREAS, the Comp |
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| February 11, 2026 |
As filed with the Securities and Exchange Commission on February 11, 2026 As filed with the Securities and Exchange Commission on February 11, 2026 Registration No. |
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| February 10, 2026 |
As filed with the Securities and Exchange Commission on February 10, 2026. As filed with the Securities and Exchange Commission on February 10, 2026. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 87-2306185 (State or Other Jurisdiction of Incorporation |
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| February 10, 2026 |
Exhibit 4.8 DIRECT DIGITAL HOLDINGS, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 3.0 |
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| February 10, 2026 |
Calculation of Filing Fee Tables S-3 Direct Digital Holdings, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forwa |
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| February 10, 2026 |
Exhibit 4.7 DIRECT DIGITAL HOLDINGS, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 3.05 and |
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| February 9, 2026 |
DIRECT DIGITAL HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 DIRECT DIGITAL HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AUDITED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 243) F-1 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-2 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-3 Consolidated Statements of Chang |
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| February 9, 2026 |
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): February 9, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| February 4, 2026 |
Calculation of Filing Fee Tables S-1 Direct Digital Holdings, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forwa |
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| February 4, 2026 |
As filed with the Securities and Exchange Commission on February 4, 2026. As filed with the Securities and Exchange Commission on February 4, 2026. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 87-2306185 (State or Other Jurisdiction of Incorporation o |
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| January 30, 2026 |
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): January 27, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| January 30, 2026 |
ELEVENTH AMENDMENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT Exhibit 10.1 ELEVENTH AMENDMENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT This Eleventh Amendment and Waiver to Term Loan and Security Agreement (“Agreement”), dated as of January 27, 2026 (the “Execution Date”), as effective as of December 31, 2025 (the “Effective Date”), is entered into by and between Direct Digital Holdings, LLC, a Texas limited liability company (“Borrower”), Direct Digit |
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| January 29, 2026 |
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): January 23, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| January 29, 2026 |
AMENDMENT NO. 2 SHARE PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of January 23, 2026, between New Circle Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Direct Digital Holdings, Inc., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and |
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| January 12, 2026 |
Direct Digital Holdings Announces Reverse Stock Split Exhibit 99.1 Direct Digital Holdings Announces Reverse Stock Split Houston, January 8, 2026 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC ("Colossus SSP") and Orange 142, LLC ("Orange 142"), today announced a 55-to-1 reverse stock split of all c |
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| January 12, 2026 |
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): January 8, 2026 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Comm |
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| January 12, 2026 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT DIGITAL HOLDINGS, Inc. Direct Digital Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST: That the name of the Corporation is Direct Digital Holdings, Inc. SECON |
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| January 6, 2026 |
AMENDMENT TO DIRECT DIGITAL HOLDINGS, INC. 2022 OMNIBUS INCENTIVE PLAN Exhibit 10.1 AMENDMENT TO DIRECT DIGITAL HOLDINGS, INC. 2022 OMNIBUS INCENTIVE PLAN This Amendment to the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan (as amended, the “Plan”), has been adopted by the Board of Directors (the “Board”) and approved by the stockholders of Direct Digital Holdings, Inc. (the “Company”), to be effective as of December 30, 2025. WITNESSETH: WHEREAS, the Comp |
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| January 6, 2026 |
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): December 30, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Co |
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| December 29, 2025 |
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): December 26, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Co |
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| December 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 26, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) ( |
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| December 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant. x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| December 5, 2025 |
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): December 1, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| December 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant. x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| December 1, 2025 |
50,000,000 Shares of Class A Common Stock Filed pursuant to Rule 424(b)(4) Registration No. 333-291106 PROSPECTUS 50,000,000 Shares of Class A Common Stock This prospectus relates to the resale by New Circle Principal Investments LLC (“New Circle” or the “selling stockholder”) from time to time, of 50,000,000 shares of our Class A common stock, par value $0.001 per share (the “Class A Common Stock”). The shares of Class A Common Stock bei |
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| November 26, 2025 |
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): November 20, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Co |
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| November 25, 2025 |
Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310 Houston, Texas 77027 Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310 Houston, Texas 77027 VIA EDGAR November 25, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Direct Digital Holdings, Inc. Registration Statement on Form S-1 File No. 333-291106 Request for Acceleration of Effective Date Ladies and Gentlemen |
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| November 17, 2025 |
As filed with the Securities and Exchange Commission on November 17, 2025. As filed with the Securities and Exchange Commission on November 17, 2025. Registration Statement No. 333-291106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 87-2306185 (State or Other Juris |
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| November 14, 2025 |
Exhibit 99.1 Direct Digital Holdings Reports Third Quarter 2025 Financial Results Buy-side Revenue Increased 7% in Q3 2025 Compared to Q3 2024 Consolidated Revenue Decreased 12% in Q3 2025 Compared to Q3 2024 Reduced Operating Expenses by 15% in Q3 2025 Compared to Q3 2024 and 20% for the First Nine Months of 2025 Compared to the Prior Year Houston, TX, November 6, 2025 - Direct Digital Holdings, |
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| November 14, 2025 |
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): November 6, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| November 14, 2025 |
Exhibit 99.2 Direct Digital Holdings, Inc. NasdaqCM:DRCT Earnings Call Thursday, November 6, 2025 10:00 PM GMT CALL PARTICIPANTS 2 PRESENTATION 3 QUESTION AND ANSWER 6 DIRECT DIGITAL HOLDINGS, INC. FQ3 2025 EARNINGS CALL NOV 06, 2025 Call Participants .................................................................................................................................................... |
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| November 13, 2025 |
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): November 7, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| November 12, 2025 |
Exhibit 3.5 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT DIGITAL HOLDINGS, Inc. Direct Digital Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST: That the name of the Corporation is Direct Digital Holdings, Inc. SECON |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 OR o TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0 |
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| October 30, 2025 |
TENTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT Execution Version TENTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT This Tenth Amendment to Term Loan and Security Agreement (“Agreement”), dated as of October 28, 2025 (the “Effective Date”), is entered into by and between Direct Digital Holdings, LLC, a Texas limited liability company (“Borrower”), Direct Digital Holdings, Inc. |
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| October 30, 2025 |
AMENDMENT NO. 1 SHARE PURCHASE AGREEMENT AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of October 24, 2025, between New Circle Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Direct Digital Holdings, Inc., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively |
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| October 30, 2025 |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Execution Version October 28, 2025 Lafayette Square Loan Servicing, LLC Lafayette Square USA, Inc. |
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| October 30, 2025 |
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): October 24, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| October 27, 2025 |
As filed with the Securities and Exchange Commission on October 27, 2025. As filed with the Securities and Exchange Commission on October 27, 2025. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 87-2306185 (State or Other Jurisdiction of Incorporation o |
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| October 27, 2025 |
Calculation of Filing Fee Tables S-1 Direct Digital Holdings, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forwa |
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| October 27, 2025 |
AMENDMENT NO. 1 SHARE PURCHASE AGREEMENT Exhibit 10.37 AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of October 24, 2025, between New Circle Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Direct Digital Holdings, Inc., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” an |
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| October 20, 2025 |
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): October 14, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| October 20, 2025 |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] October 14, 2025 Lafayette Square Loan Servicing, LLC Lafayette Square USA, Inc. PO Box 25250 PMB 13941 Miami, Florida 33102-5250 Attention: Susan Golden Re: Independent Director Ladies and Gentlemen: Reference is made to (i) that certain Term Loan and Security Agreement dated as of December 3, 2021, as amended from time to time, including, as most recently amended pursuant to that certain Ninth A |
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| October 20, 2025 |
NINTH AMENDMENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT Execution Version NINTH AMENDMENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT This Ninth Amendment and Waiver to Term Loan and Security Agreement (“Agreement”), dated as of October 14, 2025 (the “Effective Date”), is entered into by and between Direct Digital Holdings, LLC, a Texas limited liability company (“Borrower”), Direct Digital Holdings, Inc. |
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| October 20, 2025 |
DIRECT DIGITAL HOLDINGS, INC. Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock Pursuant To Section 151 of the Delaware General Corporation Law DIRECT DIGITAL HOLDINGS, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law, as amended (the “DGCL”), does hereby certify that: 1. |
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| October 15, 2025 |
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): October 13, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| October 2, 2025 |
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): September 26, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (C |
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| September 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant. x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| September 22, 2025 |
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): September 16, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (C |
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| September 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant. x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| September 12, 2025 |
8,500,000 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-284344 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated January 28, 2025) 8,500,000 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus dated January 28, 2025 (as may be further supplemented or amended from time to time, the “Prospectus”), which forms part of our Registration Statement on Form S-1 (F |
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| September 12, 2025 |
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): September 8, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Co |
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| September 12, 2025 |
EIGHTH AMENDMENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT Execution Version EIGHTH AMENDMENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT This Eighth Amendment and Waiver to Term Loan and Security Agreement (“Agreement”), dated as of September 8, 2025 (the “Effective Date”), is entered into by and between Direct Digital Holdings, LLC, a Texas limited liability company (“Borrower”), Direct Digital Holdings, Inc. |
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| August 12, 2025 |
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): August 6, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commi |
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| August 11, 2025 |
Exhibit 3.1 DIRECT DIGITAL HOLDINGS, INC. Certificate of Designation of Series A Convertible Preferred Stock Pursuant To Section 151 of the Delaware General Corporation Law DIRECT DIGITAL HOLDINGS, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law, as amended (the “DGCL”), does hereby certify that, in accordan |
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| August 11, 2025 |
Exhibit 10.2 August 8, 2025 Lafayette Square Loan Servicing, LLC Lafayette Square USA, Inc. PO Box 25250 PMB 13941 Miami, Florida 33102-5250 Attention: Susan Golden Re: Exit Fee Ladies and Gentlemen: Reference is made to (i) that certain Term Loan and Security Agreement dated as of December 3, 2021, as amended from time to time, including, as most recently amended pursuant to that certain Seventh |
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| August 11, 2025 |
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): August 8, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commi |
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| August 11, 2025 |
SEVENTH amendment TO term loan and security AGREEMENT Exhibit 10.1 Execution Version SEVENTH amendment TO term loan and security AGREEMENT This Seventh Amendment to Term Loan and Security Agreement (“Agreement”), dated as of August 8, 2025 (the “Effective Date”), is entered into by and between Direct Digital Holdings, LLC, a Texas limited liability company (“Borrower”), Direct Digital Holdings, Inc., a Delaware corporation (“DDH Holdings”), Col |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 OR o TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41 |
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| August 6, 2025 |
SIXTH AMENDMENT TO CREDIT AGREEMENT This Sixth Amendment to Credit Agreement (“Agreement”), dated as of August 5, 2025, but effective as of July 31, 2025 (the “Effective Date”), is entered into by and among Direct Digital Holdings, Inc. |
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| August 6, 2025 |
FIFTH AMENDMENT TO CREDIT AGREEMENT This Fifth Amendment to Credit Agreement (“Agreement”), dated as of July [], 2025, but effective as of July 7, 2025 (the “Effective Date”), is entered into by and among Direct Digital Holdings, Inc. |
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| August 5, 2025 |
Exhibit 99.1 Direct Digital Holdings Reports Second Quarter 2025 Financial Results Revenues Increased 24% Sequentially Over Q1 2025; Consolidated Gross Margin Improved Sequentially to 35% Compared to 29% in Q1 2025 Reduced Operating Expenses by 25% in Q2 2025 Compared to Q2 2024 Driven by Continued Progress with Strategic Cost Saving Initiatives Net Loss and Adjusted EBITDA(1) Loss Improved Sequen |
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| August 5, 2025 |
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): August 5, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commi |
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| July 18, 2025 |
FIFTH AMENDMENT TO CREDIT AGREEMENT FIFTH AMENDMENT TO CREDIT AGREEMENT This Fifth Amendment to Credit Agreement (“Agreement”), dated as of July [], 2025, but effective as of July 7, 2025 (the “Effective Date”), is entered into by and among Direct Digital Holdings, Inc. |
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| July 18, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): July 17, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commis |
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| June 11, 2025 |
144 0001896664 XXXXXXXX LIVE 0001880613 Direct Digital Holdings, Inc. 001-41261 1177 West Loop South Suite 1310 Houston TX 77027 832-402-1051 Mark Walker Officer Common APEX CLEARING 350 N ST. PAUL ST SUITE 300 DALLAS TX 75201 146000 79570.00 18910000 06/11/2025 Nasdaq Common 12/06/2023 Restricted Unit Vesting and Unit Conversion Direct Digital Holdings, Inc. N 173185 12/06/2023 NA Y *173,185 shar |
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| June 10, 2025 |
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 9, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commiss |
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| June 10, 2025 |
Certificate of Amendment, filed June 10, 2025 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT DIGITAL HOLDINGS, INC. Direct Digital Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST: That the name of the Corporation is Direct Digital Holdings, Inc. SECON |
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| May 30, 2025 |
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): May 27, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commiss |
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| May 30, 2025 |
Employment Agreement applicable to Executive Officers Exhibit 10.1 [FORM OF] AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Direct Digital Holdings, LLC, a Texas limited liability company (together with its successors and assigns, the “Company”), and [Name] (“Executive”) to be effective as of May 1, 2025 (the “Effective Date”). RECITALS WHEREAS, the Com |
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| May 16, 2025 |
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): May 12, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commiss |
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| May 13, 2025 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits 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): May 7, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commissi |
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| May 8, 2025 |
8,500,000 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-284344 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated January 28, 2025) 8,500,000 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus dated January 28, 2025 (as may be further supplemented or amended from time to time, the “Prospectus”), which forms part of our Registration Statement on Form S-1 (F |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 OR o TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-4 |
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| May 6, 2025 |
Exhibit 99.1 Direct Digital Holdings Reports First Quarter 2025 Financial Results Enhanced Buy-Side Revenue Demonstrating Business Segment Growth as Orange 142 Scales 19% Reduction in Operating Expenses Compared with 1Q24 Driven by Strategic Cost Saving Initiatives Entered New Strategic Partnerships to Diversify and Expand Addressable Market Houston, May 6, 2025 - Direct Digital Holdings, Inc. (Na |
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| May 6, 2025 |
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): May 6, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commissi |
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| April 29, 2025 |
DEF 14A 1 ddh-2025definitiveproxydef.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant. x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant. x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant. x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| April 18, 2025 |
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): April 17, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commi |
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| April 11, 2025 |
Unregistered Sales of Equity Securities, Other Events, Shareholder Director Nominations 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): April 7, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commis |
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| April 7, 2025 |
Unregistered Sales of Equity Securities 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): April 1, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commis |
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| March 28, 2025 |
As filed with the Securities and Exchange Commission on March 27, 2025. As filed with the Securities and Exchange Commission on March 27, 2025. Registration Statement No. 333-284344 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-effective Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 87-2306185 (State or |
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| March 28, 2025 |
8,500,000 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-284344 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated January 28, 2025) 8,500,000 Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus dated January 28, 2025 (as may be further supplemented or amended from time to time, the “Prospectus”), which forms part of our Registration Statement on Form S-1 (F |
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| March 28, 2025 |
Exhibit 19.1 Direct Digital Holdings, Inc. Insider Trading Policy (effective April 2024) This Insider Trading Policy describes the standards of Direct Digital Holdings, Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is div |
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| March 28, 2025 |
Exhibit 21.1 Subsidiaries of Direct Digital Holdings, Inc. Legal Name Jurisdiction of Formation Direct Digital Holdings, LLC Texas Orange 142, LLC Delaware Huddled Masses, LLC Delaware Colossus Media, LLC Delaware |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-412 |
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| March 27, 2025 |
Exhibit 99.1 Direct Digital Holdings Reports Q4 & Full-Year 2024 Financial Results Full Year Revenue of $62.3 Million In-Line with Revised Revenue Guidance Continued to Diversify Customer Base with Leading Sell-Side Partners and Buy-Side Customers in New Verticals Management to Host Conference Call at 5:00 PM ET Today Houston, March 27, 2025 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct |
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| March 27, 2025 |
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): March 27, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commi |
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| March 12, 2025 |
144 0001203452 XXXXXXXX LIVE 0001880613 Direct Digital Holdings, Inc. 001-41261 1177 West Loop South Suite 1310 Houston TX 77027 832-402-1051 Keith Smith Officer Common APEX CLEARING 350 N ST. PAUL ST SUITE 300 DALLAS TX 75201 173185 166257.60 17318554 03/12/2025 Nasdaq Common 12/06/2023 Restricted Unit Vesting and Unit Conversion Direct Digital Holdings, Inc. N 173185 12/06/2023 N/A Y *173,185 sh |
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| February 7, 2025 |
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): February 4, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| February 4, 2025 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits 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): January 29, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| January 28, 2025 |
8,500,000 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(4) Registration No. 333-284344 PROSPECTUS 8,500,000 Shares of Class A Common Stock This prospectus relates to the resale by New Circle Principal Investments LLC (“New Circle” or the “selling stockholder”) from time to time, of 8,500,000 shares of our Class A common stock, par value $0.001 per share (the “Class A Common Stock”). The shares of Class A Common Stock being |
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| January 27, 2025 |
Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310 Houston, Texas 77027 Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310 Houston, Texas 77027 VIA EDGAR January 27, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Rucha Pandit Re: Direct Digital Holdings, Inc. Registration Statement on Form S-1 File No. 333-284344 Request for Acceleration of Effective Date La |
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| January 27, 2025 |
January 27, 2025 Diana Diaz Chief Financial Officer Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310 Houston, Texas 77027 Re: Direct Digital Holdings, Inc. Registration Statement on Form S-1 Filed January 17, 2025 File No. 333-284344 Dear Diana Diaz: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 rega |
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| January 17, 2025 |
Amendment to Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan. Exhibit 99.2 AMENDMENT TO DIRECT DIGITAL HOLDINGS, INC. 2022 OMNIBUS INCENTIVE PLAN This Amendment to the Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan (the “Plan”), has been adopted by the Board of Directors (the “Board”) and approved by the stockholders of Direct Digital Holdings, Inc. (the “Company”), to be effective as of December 27, 2024. WITNESSETH: WHEREAS, the Company adopted |
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| January 17, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Direct Digital Holdings, Inc. |
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| January 17, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Direct Digital Holdings, Inc. |
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| January 17, 2025 |
As filed with the Securities and Exchange Commission on January 17, 2025 As filed with the Securities and Exchange Commission on January 17, 2025 Registration No. |
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| January 17, 2025 |
As filed with the Securities and Exchange Commission on January 17, 2025. As filed with the Securities and Exchange Commission on January 17, 2025. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 87-2306185 (State or Other Jurisdiction of Incorporation o |
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| January 13, 2025 |
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): January 6, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Comm |
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| January 3, 2025 |
Exhibit 10.1 WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT This Waiver and Fourth Amendment to Credit Agreement (“Agreement”), dated as of December 27, 2024 (the “Effective Date”), is entered into by and among Direct Digital Holdings, Inc., a Delaware corporation (“DDH Holdings”), Direct Digital Holdings, LLC, a Texas limited liability company (“Direct Digital”), Colossus Media, LLC, a Delaware |
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| January 3, 2025 |
Exhibit 10.2 Execution Version SIXTH AMENDMENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT This Sixth Amendment and Waiver to Term Loan and Security Agreement (“Agreement”), dated as of December 27, 2024 (the “Effective Date”), is entered into by and between Direct Digital Holdings, LLC, a Texas limited liability company (“Borrower”), Direct Digital Holdings, Inc., a Delaware corporation (“DDH |
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| January 3, 2025 |
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): December 27, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Co |
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| December 30, 2024 |
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): December 20, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Co |
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| December 18, 2024 |
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): December 12, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Co |
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| December 9, 2024 |
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): December 3, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| November 22, 2024 |
DRCT / Direct Digital Holdings, Inc. / Direct Digital Holdings, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No.1) Under the Securities Exchange Act of 1934 Direct Digital Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 25461T105 (CUSIP Number) Mark Walker Chief Executive Officer Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310 Houst |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant. x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant. x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| November 13, 2024 |
Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (“Agreement”), dated as of October 15, 2024 and effective as of June 30, 2024 (the “Effective Date”), is entered into by and among Direct Digital Holdings, Inc. |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 OR o TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0 |
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| November 13, 2024 |
Execution Version FIFTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT This Fifth Amendment to Term Loan and Security Agreement (“Agreement”), dated as of October 15, 2024 and effective as of June 30, 2024 (the “Effective Date”), is entered into by and between Direct Digital Holdings, LLC, a Texas limited liability company (“Borrower”), Direct Digital Holdings, Inc. |
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| November 12, 2024 |
Exhibit 99.1 Direct Digital Holdings Reports Q3 2024 Financial Results Company Launches Colossus Connections to Accelerate Direct Integration Efforts with Leading Demand-Side Platforms New Unified Buy-Side Operating Structure Creates Additional Business Lines and Revenue Opportunities Company to Host Conference Call at 5:00 PM ET Today Houston, November 12, 2024 - Direct Digital Holdings, Inc. (Na |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 12, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Co |
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| November 7, 2024 |
2,932,113 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(4) Registration No. 333-282762 PROSPECTUS 2,932,113 Shares of Class A Common Stock This prospectus relates to the resale by New Circle Principal Investments LLC (“New Circle” or the “selling stockholder”) from time to time, of 2,932,113 shares of our Class A common stock, par value $0.001 per share (the “Class A Common Stock”). The shares of Class A Common Stock being |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant. x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| October 31, 2024 |
Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310 Houston, Texas 77027 Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310 Houston, Texas 77027 VIA EDGAR October 31, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Kate Beukenkamp Re: Direct Digital Holdings, Inc. Registration Statement on Form S-1 File No. 333-282762 Request for Acceleration of Effective Date |
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| October 30, 2024 |
October 30, 2024 Mark D. Walker Chairman and Chief Executive Officer Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310 Houston, TX 77027 Re: Direct Digital Holdings, Inc. Registration Statement on Form S-1 Filed October 22, 2024 File No. 333-282762 Dear Mark D. Walker: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rule |
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| October 25, 2024 |
Other Events, Shareholder Director Nominations 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): October 25, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| October 22, 2024 |
As filed with the Securities and Exchange Commission on October 22, 2024. As filed with the Securities and Exchange Commission on October 22, 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 87-2306185 (State or Other Jurisdiction of Incorporation o |
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| October 22, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Direct Digital Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule(1) Amount Registered(2) Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Class A |
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| October 21, 2024 |
Exhibit 99.1 Direct Digital Holdings Announces Strategic $20 Million Equity Reserve Facility to Accelerate Growth Plan Houston, October 21, 2024 /PRNewswire/ - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC ("Colossus SSP"), Orange142, LLC ("Orange |
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| October 21, 2024 |
Exhibit 10.1 Execution Version SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the “Agreement”), dated as of October 18, 2024, is made by and between New Circle Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Direct Digital Holdings, Inc., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “ |
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| October 21, 2024 |
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): October 18, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| October 21, 2024 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 18, 2024 is made by and between New Circle Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Direct Digital Holdings, Inc., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individual |
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| October 16, 2024 |
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): October 16, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR o TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41 |
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| October 15, 2024 |
Exhibit 21.1 Subsidiaries of Direct Digital Holdings, Inc. Legal Name Jurisdiction of Formation Direct Digital Holdings, LLC Texas Orange 142, LLC Delaware Huddled Masses, LLC Delaware Colossus Media, LLC Delaware |
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| October 15, 2024 |
Direct Digital Holdings Reports Filings for Full-Year 2023, Q1 2024 and Q2 2024 Exhibit 99.1 Direct Digital Holdings Reports Filings for Full-Year 2023, Q1 2024 and Q2 2024 Houston, October 15, 2024 /PRNewswire/ - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC ("Colossus SSP"), Orange142, LLC ("Orange 142") and Huddled Masses |
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| October 15, 2024 |
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): October 14, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 OR o TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-4 |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-412 |
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| October 15, 2024 |
Exhibit 10.11 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Direct Digital Holdings, LLC, a Texas limited liability company (together with its successors and assigns, the “Company”), and Maria Lowery (“Executive”). This Agreement shall be effective upon Executive’s start date with the Company, which will be August 22, 2022 unless otherwise |
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| October 15, 2024 |
Direct Digital Holdings, Inc. Clawback Polic Exhibit 97 Approved November 2023 DIRECT DIGITAL HOLDINGS, INC. Clawback Policy Incentive Compensation Clawback Policy This Clawback Policy (“Policy”) of Direct Digital Holdings, Inc. (the “Company”) shall be administered by the Board of Directors (the “Board”) (or an appropriate committee or committees of the Board, as may be designated by the Board). Any determinations made by the Board or commi |
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| October 15, 2024 |
Description of the Registrant’s Securities. Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The “Company,” “Direct Digital,” “Direct Digital Holdings,” “DDH,” “we,” “us” and “our” refer to Direct Digital Holdings, Inc. The following description summarizes the material terms and provisions of the registered securities of Direct Digital Holdings, Inc. Because it i |
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| August 27, 2024 |
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): August 21, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Comm |
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| August 27, 2024 |
Direct Digital Holdings Announces Receipt of Anticipated Additional Delinquency Notice Exhibit 99.1 Direct Digital Holdings Announces Receipt of Anticipated Additional Delinquency Notice HOUSTON, August 27, 2024 /PRNewswire/ - Today, Direct Digital Holdings, Inc. (the "Company") reported that the Company received an additional delinquency notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on August 21, 2024, which indicated tha |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ |
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| July 23, 2024 |
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): July 17, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commis |
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| June 10, 2024 |
Changes in Registrant's Certifying Accountant 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 10, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commis |
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| May 24, 2024 |
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): May 21, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commiss |
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| May 24, 2024 |
Exhibit 99.1 Direct Digital Holdings Announces Receipt of Expected Delinquency Notification Letter From Nasdaq Relating to Non-Compliance with Listing Rule 5250(c)(1) HOUSTON, May 24, 2024 /PRNewswire/ - Today, Direct Digital Holdings, Inc. (the "Company") reported that the Company received an expected delinquency notification letter (the “Notice”) from the Listing Qualifications Department of the |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ |
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| April 23, 2024 |
Exhibit 99.1 Direct Digital Holdings Announces Receipt of Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) Houston, April 23, 2024 – Today, Direct Digital Holdings, Inc. (the “Company”) reported that as a result of requiring additional time to complete the audit of its financial statements, on April 17, 2024 it received a notice (the “Notice”) from the Listing Qualifications Depa |
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| April 23, 2024 |
Letter from Marcum LLP to the Securities and Exchange Commission, dated April 23, 2024. Exhibit 16.1 April 23, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Direct Digital Holdings, Inc. under Item 4.01 of its Form 8-K dated April 17, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements contained therein. Very tru |
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| April 23, 2024 |
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): April 17, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commi |
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| April 2, 2024 |
Exhibit 99.1 April 2, 2024 Board of Directors Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310 Houston, Texas 77027 Ladies and Gentlemen: Pursuant to Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, we inform you that we have been furnished a copy of Form 12b-25, to be filed by Direct Digital Holdings, Inc. on or about April 2, 2 |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2023 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report o |
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| March 26, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 26, 2024 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commi |
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| March 26, 2024 |
Exhibit 99.1 Direct Digital Holdings Reports Q4 & Full-Year 2023 Results Company’s Full-Year 2023 Revenue Up 76% Year-Over-Year to $157.1 Million, the Eighth Consecutive Quarter of Double-Digit Growth Full-Year 2023 Net Income of $2.0 million; Adjusted EBITDA(1) Up 11% Year-Over-Year to $11.3 Million Company Issues Full-Year 2024 Revenue Guidance of $170 Million – $190 Million Houston, March 26, 2 |
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| January 31, 2024 |
United States securities and exchange commission logo January 31, 2024 Mark Walker Chief Executive Officer Direct Digital Holdings, Inc. |
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| January 12, 2024 |
DRCT / Direct Digital Holdings, Inc. / Direct Digital Management, LLC - SC 13D Activist Investment SC 13D 1 tm243254d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Direct Digital Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 25461T105 (CUSIP Number) Mark Walker Chief Executive Officer Direct Digital Holdings, Inc. 1177 West Loop Sout |
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| November 30, 2023 |
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): November 27, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Co |
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| November 30, 2023 |
Exhibit 10.1 Second AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (“Amendment”), dated as of November 27, 2023 (the “Effective Date”), is entered into by and among Direct Digital Holdings, Inc., a Delaware corporation (“DDH Holdings”), Direct Digital Holdings, LLC, a Texas limited liability company (“Direct Digital”), Colossus Media, LLC, a Delaware limited liability |
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| November 28, 2023 |
2,800,000 Units Consisting of Shares of Class A Common Stock and Warrants Prospectus Supplement No. 6 (to Prospectus dated February 10, 2022) Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-261059 2,800,000 Units Consisting of Shares of Class A Common Stock and Warrants This prospectus supplement updates and supplements the prospectus dated February 10, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1. This prospectus |
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| November 28, 2023 |
2,800,000 Units Consisting of Shares of Class A Common Stock and Warrants Prospectus Supplement No. 7 (to Prospectus dated February 10, 2022) Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-261059 2,800,000 Units Consisting of Shares of Class A Common Stock and Warrants This prospectus supplement updates and supplements the prospectus dated February 10, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1. This prospectus |
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| November 28, 2023 |
2,800,000 Units Consisting of Shares of Class A Common Stock and Warrants Prospectus Supplement No. 8 (to Prospectus dated February 10, 2022) Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-261059 2,800,000 Units Consisting of Shares of Class A Common Stock and Warrants This prospectus supplement updates and supplements the prospectus dated February 10, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1. This prospectus |
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| November 14, 2023 |
Quality Guidelines for Creative November 14, 2023 VIA EDGAR Amy Geddes and Lyn Shenk Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, N. |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 9, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| November 9, 2023 |
Exhibit 99.1 Direct Digital Holdings Reports Third Quarter 2023 Financial Results Third Quarter 2023 Revenue Up 129% Year-Over-Year to $59.5 Million Company Raises Full-Year 2023 Revenue Guidance to $170 Million - $190 Million Houston, November 09, 2023 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platfo |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0 |
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| October 31, 2023 |
Financial Statements and Exhibits, Other Events 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): October 31, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| October 31, 2023 |
Direct Digital Holdings Announces Completion of Redemption of Outstanding Warrants Exhibit 99.1 Direct Digital Holdings Announces Completion of Redemption of Outstanding Warrants Houston, October 31, 2023 /PRNewswire/ - Direct Digital Holdings, Inc. (Nasdaq: DRCT) (“Direct Digital Holdings” or the “Company”), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC (“Colossus SSP”), Huddled Masses LLC (“Huddled Masses”) and Oran |
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| October 30, 2023 |
October 30, 2023 VIA EDGAR Amy Geddes and Lyn Shenk Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, N. |
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| October 30, 2023 |
Form 25 |
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| October 30, 2023 |
X0203 0001354457 Nasdaq Stock Market LLC 0001880613 Direct Digital Holdings, Inc. 001-41261 1177 West Loop S., Suite 1310 Houston TX TEXAS 77027 (480) 220-9252 Warrant expiring 02/03/2027 17 CFR 240.12d2-2(a)(1) Tara Petta AVP 2023-10-30 |
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| October 24, 2023 |
NOTICE OF REDEMPTION OF WARRANTS (CUSIP 25461T113) Exhibit 99.1 October 23, 2023 NOTICE OF REDEMPTION OF WARRANTS (CUSIP 25461T113) Dear Warrant Holder, Direct Digital Holdings, Inc. (the “Company”) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on October 30, 2023 (the “Redemption Date”), all of the Company’s outstanding warrants (the “Warrants”) to purchase shares of the Company’s Class A Common Stock, par value $0.000 |
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| October 24, 2023 |
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): October 19, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| October 24, 2023 |
Exhibit 10.1 AMENDMENT TO WARRANT AGREEMENT This Amendment to Warrant Agreement (this “Amendment”) is made effective as of October 3, 2023 by and between Direct Digital Holdings, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an ame |
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| October 18, 2023 |
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): October 16, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Com |
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| October 18, 2023 |
Exhibit 10.1 Executive Employment Agreement This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Direct Digital Holdings, LLC, a Texas limited liability company (together with its successors and assigns, the “Company”), and Diana Diaz (“Executive”) to be effective as of October 16, 2023 (the “Effective Date”). RECITALS WHEREAS, the Company desires to hire and employ Executive p |
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| October 18, 2023 |
Direct Digital Holdings Appoints Diana Diaz as Chief Financial Officer Exhibit 99.1 Direct Digital Holdings Appoints Diana Diaz as Chief Financial Officer Houston, October 18, 2023 /PRNewswire/ - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the “Company”), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC (“Colossus SSP”), Huddled Masses LLC (“Huddled Masses”) and Orange142, LLC ( |
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| October 16, 2023 |
United States securities and exchange commission logo October 16, 2023 Mark Walker Chief Executive Officer Direct Digital Holdings, Inc. |
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| October 10, 2023 |
Exhibit 10.1 Execution Version FOURTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT This Fourth Amendment to Term Loan and Security Agreement (“Amendment”), dated effective as of October 3, 2023 (the “Effective Date”), is entered into by and between Direct Digital Holdings, LLC, a Texas limited liability company (“Borrower”), Direct Digital Holdings, Inc., a Delaware corporation (“DDH Holdings”), |
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| October 10, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 3, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Comm |
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| September 29, 2023 |
As filed with the Securities and Exchange Commission on September 29, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 29, 2023 |
Financial Statements and Exhibits, Other Events 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): September 29, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (C |
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| September 29, 2023 |
Exhibit 99.1 Direct Digital Holdings Announces Expiration and Results of the Offer to Purchase and Consent Solicitation Relating to its Warrants Houston, September 29, 2023 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC ("Colossus SSP"), Huddled |
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| September 21, 2023 |
Second Amended and Restated Offer to Purchase and Consent Solicitation, dated September 21, 2023. TABLE OF CONTENTS Exhibit (a)(1)(A) SECOND AMENDED AND RESTATED OFFER TO PURCHASE BY DIRECT DIGITAL HOLDINGS, INC. |
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| September 21, 2023 |
Exhibit (a)(5)(iii) Direct Digital Holdings Announces Extension of the Expiration of the Previously Commenced Offer to Purchase and Consent Solicitation Relating to its Warrants Houston, September 21, 2023 - Direct Digital Holdings, Inc. |
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| September 21, 2023 |
McGuireWoods LLP 1251 Avenue of the Americas 20th Floor New York, NY 10020 VIA EDGAR AND EMAIL September 21, 2023 U. |
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| September 21, 2023 |
Financial Statements and Exhibits, Other Events 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): September 21, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (C |
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| September 21, 2023 |
As filed with the Securities and Exchange Commission on September 21, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 21, 2023 |
Exhibit 99.1 Direct Digital Holdings Announces Extension of the Expiration of the Previously Commenced Offer to Purchase and Consent Solicitation Relating to its Warrants Houston, September 21, 2023 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC |
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| September 20, 2023 |
United States securities and exchange commission logo September 20, 2023 Mark D. Walker Chairman and Chief Executive Officer Direct Digital Holdings, Inc. 1177 West Loop South Suite 1310 Houston, TX 77207 Re: Direct Digital Holdings, Inc. Schedule TO-I/A/Schedule 13E-3 filed September 14, 2023 File No. 005-93602 Dear Mark D. Walker: We have reviewed your September 14, 2023 response to our comment |
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| September 18, 2023 |
September 18, 2023 VIA EDGAR Amy Geddes and Lyn Shenk Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, N. |
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| September 14, 2023 |
As filed with the Securities and Exchange Commission on September 14, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 14, 2023 |
McGuireWoods LLP 1251 Avenue of the Americas 20th Floor New York, NY 10020 VIA EDGAR AND EMAIL September 14, 2023 U. |
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| September 14, 2023 |
Amended and Restated Offer to Purchase and Consent Solicitation, dated September 14, 2023. TABLE OF CONTENTS Exhibit (a)(1)(A) AMENDED AND RESTATED OFFER TO PURCHASE BY DIRECT DIGITAL HOLDINGS, INC. |
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| September 14, 2023 |
EX-FILING FEES Calculation of Filing Fee Tables SC TO-I (Form Type) Direct Digital Holdings, Inc. |
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| September 11, 2023 |
September 11, 2023 VIA EDGAR Amy Geddes and Lyn Shenk Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, N. |
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| September 5, 2023 |
United States securities and exchange commission logo September 5, 2023 Mark D. Walker Chairman and Chief Executive Officer Direct Digital Holdings, Inc. 1177 West Loop South Suite 1310 Houston, TX 77207 Re: Direct Digital Holdings, Inc. Schedule TO-I filed August 29, 2023 File No. 005-93602 Dear Mark D. Walker: We have reviewed your filing and have the following comments. In some of our comments, |
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| August 29, 2023 |
As filed with the Securities and Exchange Commission on August 29, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 29, 2023 |
Offer to Purchase and Consent Solicitation, dated August 29, 2023. Exhibit (a)(1)(A) OFFER TO PURCHASE BY DIRECT DIGITAL HOLDINGS, INC. OF ANY AND ALL OF ITS WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AT A PURCHASE PRICE OF $1.20 IN CASH PER WARRANT AND CONSENT SOLICITATION THE OFFER PERIOD AND YOUR RIGHT TO WITHDRAW WARRANTS THAT YOU TENDER WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON SEPTEMBER 26, 2023, UNLESS THE OFFER PERIOD IS EXTEN |
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| August 29, 2023 |
Exhibit (a)(1)(D) Offer to Purchase Warrants to Acquire Shares of Class A Common Stock of Direct Digital Holdings, Inc. |
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| August 29, 2023 |
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): August 29, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Comm |
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| August 29, 2023 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL AND CONSENT Offer To Purchase Warrants to Acquire Shares of Class A Common Stock of Direct Digital Holdings, Inc. |
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| August 29, 2023 |
Exhibit (a)(1)(E) Offer to Purchase Warrants to Acquire Shares of Class A Common Stock of Direct Digital Holdings, Inc. |
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| August 29, 2023 |
Exhibit (a)(5)(i) Direct Digital Holdings Announces Commencement of an Offer to Purchase and Consent Solicitation Relating to its Warrants Houston, August 29, 2023 - Direct Digital Holdings, Inc. |
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| August 29, 2023 |
Exhibit (a)(5)(ii) Notice of Offer to Purchase by Direct Digital Holdings, Inc. of Warrants to Acquire Class A Common Stock Direct Digital Holdings, Inc. (the “Company”), hereby offers to purchase any and all outstanding warrants to purchase Class A common stock which were publicly issued and sold as part of units of the Company, in connection with the initial public offering of the Company’s secu |
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| August 29, 2023 |
Exhibit 99.1 Direct Digital Holdings Announces Commencement of an Offer to Purchase and Consent Solicitation Relating to its Warrants Houston, August 29, 2023 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC ("Colossus SSP"), Huddled Masses LLC ("H |
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| August 29, 2023 |
EX-FILING FEES Calculation of Filing Fee Tables SC TO-I (Form Type) Direct Digital Holdings, Inc. |
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| August 29, 2023 |
Form of Notice of Guaranteed Delivery. Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF DIRECT DIGITAL HOLDINGS, INC. |
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| August 29, 2023 |
August 29, 2023 VIA EDGAR Amy Geddes and Lyn Shenk Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F Street, N. |
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| August 17, 2023 |
United States securities and exchange commission logo August 17, 2023 Mark Walker Chief Executive Officer Direct Digital Holdings, Inc. |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR ☐ TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41 |
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| August 10, 2023 |
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): August 10, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Comm |
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| August 10, 2023 |
Exhibit 99.1 Direct Digital Holdings Reports Second Quarter 2023 Financial Results Second Quarter 2023 Revenue Up 67% Year-Over-Year to $35.4 Million Company Raises Full-Year 2023 Revenue Guidance Due to Strong Q2 Results Houston, August 10, 2023 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform oper |
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| July 12, 2023 |
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): July 7, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commiss |
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| July 12, 2023 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT by and among DIRECT DIGITAL HOLDINGS, INC. DIRECT DIGITAL HOLDINGS, LLC COLOSSUS MEDIA, LLC HUDDLED MASSES LLC ORANGE142, LLC and EAST WEST BANK Dated as of July 7, 2023 TABLE OF CONTENTS Page Article I. DEFINITIONS 1 1.01 Definitions 1 1.02 Accounting Matters 19 1.03 Other Definitional Provisions 19 Article II. ADVANCES 19 2.01 Advances 19 2.02 Gene |
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| June 12, 2023 |
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) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commis |
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| June 6, 2023 |
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 5, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commiss |
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| June 6, 2023 |
Exhibit 10.1 Lafayette Square Loan Servicing, LLC PO Box 25250 PMB 13941 Miami, Florida 33102-5250 June 1, 2023 Lafayette Square USA, Inc. PO Box 25250 PMB 13941 Miami, Florida 33102-5250 Attention: Susan Golden Email: [email protected] [email protected] Re: Early Opt-in Election Ladies and Gentlemen: Reference hereby is made to that certain Term Loan and Security Agreement, da |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 OR ☐ TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-4 |
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| May 11, 2023 |
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): May 11, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commiss |
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| May 11, 2023 |
Exhibit 99.1 Direct Digital Holdings Reports First Quarter 2023 Financial Results First Quarter 2023 Revenue Up 87% Year-Over-Year to $21.2 Million Houston, May 11, 2023 - Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC ("Colossus SSP"), Huddled Mas |
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| May 9, 2023 |
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): April 20, 2023 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41261 87-2306185 (State or other jurisdiction of incorporation) (Commi |
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| May 4, 2023 |
CLASS A COMMON STOCK PREFERRED STOCK DEBT SECURITIES Filed Pursuant to Rule 424(b)(3) Registration No. 333-271382 PROSPECTUS $300,000,000 CLASS A COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS UNITS This prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $300 million in aggregate principal amount of our Class A common stock, preferred stock, debt securiti |
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| May 2, 2023 |
Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310, Houston, Texas 77207 Direct Digital Holdings, Inc. 1177 West Loop South, Suite 1310, Houston, Texas 77207 VIA EDGAR May 3, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Taylor Beech Re: Direct Digital Holdings, Inc. Registration Statement on Form S-3 (File. No. 333-271382) Request for Acceleration of Effective Date Lad |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant. x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
