[8-K] Direct Digital Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Direct Digital Holdings disclosed that it sold 1,000,000 shares of its Class A common stock for an aggregate of $439,531 in cash after a total discount of $18,359. The report states the sales were to New Circle Principal Investments LLC under an Equity Reserve Facility established by a previously disclosed Share Purchase Agreement.

The company reports the aggregate unregistered sales exceeded 5% of the Class A shares issued and outstanding as of the period reference, which triggered the current report. The securities were issued relying on the exemption in Section 4(a)(2) of the Securities Act, and New Circle represented it is an "accredited investor" under Rule 501(a) of Regulation D.

Positive

• $439,531 in cash consideration was raised from the sale of Class A shares
• Transaction executed under a previously disclosed Share Purchase Agreement and Equity Reserve Facility
• Purchaser represented as an accredited investor, supporting reliance on private placement exemption

Negative

• Aggregate issuance exceeded 5% of outstanding Class A shares, causing dilution that required disclosure
• Sales were conducted at a disclosed aggregate discount of $18,359, indicating issuance below gross consideration

Insights

Securities Analyst

TL;DR: Company completed a private placement of 1,000,000 Class A shares, raising $439,531; transaction exceeded 5% and was disclosed.

The transaction is a straightforward execution of an Equity Reserve Facility with New Circle Principal Investments LLC. The sale generated $439,531 net cash consideration after a disclosed discount of $18,359. Because the aggregate issuance exceeded the 5% threshold of outstanding Class A shares as of the referenced period, the company filed to disclose the unregistered sale. The securities were sold under the private placement exemption Section 4(a)(2), with the purchaser representing accredited status under Rule 501(a). For investors, this is a financing event that increases share count and provides modest cash inflow, without additional disclosed terms such as conversion features or warrants.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 13/15(d) reporting requirements after private sales exceeded the 5% threshold; governance controls appear followed.

The company identified the purchaser, the contractual framework (Share Purchase Agreement and Equity Reserve Facility), and the exemption relied upon for issuance, which aligns with disclosure expectations for unregistered transactions. The filing notes the purchasers accredited investor representation, which is relevant to offering compliance. The report does not disclose any related-party status, additional economics, or shareholder approvals, leaving those governance details unchanged in the disclosed text.

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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)			(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 3.02 Unregistered Sales of Equity Securities.

Since May 16, 2025, the end of the period covered by the most recent Report filed on any of Forms 8-K, 10-K or 10-Q under this Item 3.02 by Direct Digital Holdings, Inc. (“Company”), through August 6, 2025, the Company sold 1,000,000 shares of its Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”) for an aggregate of $439,531 in cash consideration after a total discount of $18,359. This Current Report on Form 8-K is being filed because the aggregate number of shares of Class A Common Stock sold in unregistered transactions during the foregoing period exceeded five percent (5%) of the total number of such shares issued and outstanding as of May 16, 2025.

The sales of Class A Common Stock referred to herein were made to New Circle Principal Investments LLC (“New Circle”) pursuant to the previously disclosed Equity Reserve Facility under the Share Purchase Agreement (the “Purchase Agreement”) with New Circle. In the Purchase Agreement, New Circle represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)). The securities referred to in this Current Report on Form 8-K were issued and sold in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

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.

August 12, 2025 (Date)			Direct Digital Holdings, Inc. (Registrant)
			/s/ DIANA P. DIAZ
			Diana P. Diaz Chief Financial Officer

FAQ

How many Class A shares did Direct Digital (DRCT) sell in this report?

The company sold 1,000,000 shares of Class A common stock.

What was the aggregate cash consideration received by DRCT?

DRCT received $439,531 in cash consideration after a total discount of $18,359.

Who purchased the shares from DRCT?

The shares were sold to New Circle Principal Investments LLC pursuant to the Equity Reserve Facility under the Share Purchase Agreement.

Under what legal authority were the shares issued?

The securities were issued relying on the exemption from registration under Section 4(a)(2) of the Securities Act.

Did the purchaser represent any accreditation status for the sale?

Yes, New Circle represented that it is an "accredited investor" as defined in Rule 501(a) of Regulation D.