Direct Digital Holdings (NASDAQ: DRCT) alters term loan terms, adds $4M fee and defers principal

Rhea-AI Filing Summary

Direct Digital Holdings, Inc. entered into an Eleventh Amendment and Waiver to its Term Loan and Security Agreement, effective as of December 31, 2025. Immediately before the change, term loans under the facility had an aggregate principal balance of $10.3 million.

The Credit Parties agreed to a $4.0 million amendment fee that will be added to the loan principal and paid at the end of the term, accruing interest at the existing loan rate plus 2% per year. The amendment waives minimum consolidated EBITDA and minimum sell-side advertising revenue covenants for the quarter ending December 31, 2025.

The amendment also defers required principal payments for the quarters ending March 31, 2026 and June 30, 2026, with quarterly payments resuming in the quarter ending September 30, 2026 and a final payment due at maturity on September 30, 2026.

Insights

Credit and capital structure analyst

Direct Digital trades higher loan cost and fee for covenant relief and near-term cash flexibility.

The amendment adds a $4.0 million fee to principal and increases the interest rate on that fee by an additional 2%, raising overall borrowing costs. In return, the lenders waive specific financial covenants tied to consolidated EBITDA and sell-side advertising revenue for the quarter ending December 31, 2025.

Deferring principal payments for the quarters ending March 31, 2026 and June 30, 2026 improves near-term cash preservation, with amortization resuming in the quarter ending September 30, 2026 and final maturity on September 30, 2026. The balance between higher cost and added flexibility will depend on how the company performs after the waived covenant period.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000188061300018806132025-10-242025-10-24

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)			(Commission File Number)			(IRS Employer Identification No.)

1177 West Loop South, Suite 1310 Houston, Texas			77027
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (832) 402-1051

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

DRCT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 27, 2026, Direct Digital Holdings, LLC (“DDH LLC”), as borrower, entered into the Eleventh Amendment and Waiver to Term Loan and Security Agreement (the “Eleventh Amendment”) to the Term Loan and Security Agreement dated December 3, 2021 (the “Term Loan Facility”) with Direct Digital Holdings, Inc. (the “Company”), Colossus Media, LLC, Huddled Masses LLC and Orange142, LLC, as guarantors (such guarantors together with DDH LLC, the “Credit Parties”), and Lafayette Square Loan Servicing, LLC (“LS”), as administrative agent, and Lafayette Square USA, Inc. (“Lafayette”) and the other lenders from time to time party thereto. The Eleventh Amendment is dated as of January 27, 2026 and is effective as of December 31, 2025.

Immediately prior to effectiveness of the Eleventh Amendment, term loans in an aggregate principal amount of $10.3 million remain outstanding under the Term Loan Facility. In connection with the Eleventh Amendment, the Credit Parties agreed to pay a $4.0 million amendment fee to be added to the principal balance of the term loans under the Term Loan Facility and to be due and payable, together with accrued interest thereon, upon the expiration of the term of the Term Loan Facility. Once added to the principal balance of the term loans, the amendment fee will bear interest at a fixed rate per annum equal to the interest rate applicable to term loans under the Term Loan Facility plus 2% per annum, to the extent applicable.

The Eleventh Amendment also amends certain financial covenants to remove the requirement for the Credit Parties to maintain (a) a minimum quarterly consolidated EBITDA for the fiscal quarter ending December 31, 2025 and (b) minimum revenue with respect to the sell-side advertising business of the Credit Parties for the fiscal quarter ending December 31, 2025.

Under the term of the Eleventh Amendment, the parties modified the amortization schedule for the outstanding loans under the Term Loan Facility and clarified that the maturity date of the Eighth Amendment Term Loan is September 30, 2026. The Eleventh Amendment provides that no principal payments will be due or payable with respect to the term loans for fiscal quarters ending March 31, 2026 and June 30, 2026. Commencing with the fiscal quarter ending September 30, 2026, principal payments will resume and be due in quarterly installments on the last business day of each fiscal quarter, in the amounts set forth in the Eleventh Amendment, with a final installment of the remaining unpaid principal balance due at maturity.

The foregoing description of the Eleventh Amendment is not complete and is qualified in its entirety by the full text of the Eleventh Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Arrangement of a Registrant.

The disclosures set forth in Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Eleventh Amendment and Waiver to Term Loan and Security Agreement, dated as of January 27, 2026 and effective as of December 31, 2025, by and among Direct Digital, LLC, as borrower, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, and Direct Digital Holdings, Inc., as guarantors, and Lafayette Square Loan Servicing, LLC, as administrative agent, and the various lenders thereto.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

January 30, 2026 (Date)			Direct Digital Holdings, Inc. (Registrant)
			/s/ DIANA P. DIAZ
			Diana P. Diaz Chief Financial Officer

FAQ

What did Direct Digital Holdings (DRCT) change in its term loan agreement?

Direct Digital Holdings entered an Eleventh Amendment to its Term Loan and Security Agreement, effective December 31, 2025. The amendment adjusts covenants, modifies the amortization schedule, adds a fee to principal, and confirms the Eighth Amendment Term Loan maturity as September 30, 2026.

How large is Direct Digital Holdings’ outstanding term loan under the facility?

Immediately before the Eleventh Amendment became effective, the term loans under Direct Digital Holdings’ Term Loan Facility had an aggregate principal balance of $10.3 million. This balance will increase because the $4.0 million amendment fee is being added to the principal amount owed.

What is the amendment fee under Direct Digital Holdings’ Eleventh Amendment?

The Credit Parties agreed to a $4.0 million amendment fee, which will be added to the principal balance of the term loans. This fee, plus accrued interest, will be payable at the end of the term of the Term Loan Facility rather than immediately.

Which financial covenants were waived for Direct Digital Holdings?

The Eleventh Amendment removes the requirement for the Credit Parties to maintain minimum quarterly consolidated EBITDA for the quarter ending December 31, 2025. It also waives minimum revenue requirements for the sell-side advertising business for that same fiscal quarter only.

How did the Eleventh Amendment change Direct Digital Holdings’ principal payment schedule?

The amendment provides that no principal payments on the term loans are due for the quarters ending March 31, 2026 and June 30, 2026. Quarterly principal payments resume in the quarter ending September 30, 2026, with the remaining principal due at maturity on September 30, 2026.

What interest rate applies to the new amendment fee for Direct Digital Holdings?

Once the $4.0 million amendment fee is added to principal, it will bear interest at the same fixed rate per year as the existing term loans, plus an additional 2% per annum, as long as that incremental rate is applicable under the facility.