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

Rhea-AI Filing Summary

Event: Direct Digital Holdings, Inc. furnished an 8-K on August 5, 2025 announcing a press release with the company’s financial results for the six and three months ended June 30, 2025.

Key facts:

• Press release is included as Exhibit 99.1.
• Cover Page Interactive Data File is included as Exhibit 104 (Inline XBRL).
• The filing states the information in Item 2.02 and Exhibit 99.1 is furnished, not filed, and therefore not subject to Section 18 liabilities.
• The 8-K is signed by Diana P. Diaz, Chief Financial Officer, dated August 5, 2025.

Positive

• Press release furnished reporting financial results for the six and three months ended June 30, 2025 (Exhibit 99.1).
• Inline XBRL cover page provided as Exhibit 104, supporting machine-readable disclosure.

Negative

• No financial figures or metrics are included in this 8-K; the substantive results are in the press release exhibit.
• Exhibit 99.1 is furnished, not filed, so the content is not subject to Section 18 liabilities and is not automatically incorporated by reference.

Insights

Financial Analyst

TL;DR: Routine earnings release furnished; this 8-K signals results are available but provides no financial figures.

The filing notifies investors that a press release announcing the company’s financial results for the six and three months ended June 30, 2025 has been furnished as Exhibit 99.1. The 8-K expressly states Exhibit 99.1 is furnished, not filed, limiting Section 18 liability. Because the filing does not include revenue, earnings, margins, guidance, or other metrics, the 8-K itself does not allow assessment of performance or valuation impact; investors must review Exhibit 99.1 for substantive financial data.

Corporate Governance Expert

TL;DR: Standard disclosure procedures followed; document includes exhibitable press release and Inline XBRL cover page.

The 8-K complies with Form 8-K formatting by furnishing the press release as Exhibit 99.1 and including the Cover Page Interactive Data File as Exhibit 104. The filing explicitly indicates the company is an emerging growth company. The report is signed by CFO Diana P. Diaz on August 5, 2025. The filing clarifies that the Item 2.02 content is furnished rather than filed, which is a routine but important legal distinction for incorporation and liability purposes.

FALSE000188061300018806132025-08-052025-08-05

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)			(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 2.02                                  Results of Operations and Financial Condition.

On August 5, 2025, Direct Digital Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the six and three months ended June 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 to this report and is incorporated herein by reference.

The information provided in Item 2.02 of this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.

Item 9.01                                  Financial Statements and Exhibits.

(d)Exhibits

EXHIBIT INDEX

Exhibit No.						Description
99.1						Press release issued by Direct Digital Holdings, Inc., dated August 5, 2025.
104						Cover Page Interactive Data File (embedded within Inline XBRL document)

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 5, 2025 (Date)			Direct Digital Holdings, Inc. (Registrant)
			/s/ Diana P. Diaz
			Diana P. Diaz Chief Financial Officer

FAQ

What did Direct Digital Holdings (DRCT) report on August 5, 2025?

The company furnished a press release as an 8-K reporting financial results for the six and three months ended June 30, 2025 (Exhibit 99.1).

Is the press release in the 8-K filed or furnished?

The filing states Exhibit 99.1 is furnished, not filed, and therefore is not subject to Section 18 liabilities.

Which exhibits are included in the 8-K for DRCT?

Exhibit 99.1 is the press release dated August 5, 2025, and Exhibit 104 is the Cover Page Interactive Data File (Inline XBRL).

Who signed the 8-K and when?

The 8-K is signed by Diana P. Diaz, Chief Financial Officer, dated August 5, 2025.

Where is Direct Digital Holdings incorporated and what is its principal executive office?

The registrant is incorporated in Delaware and lists its principal executive office at 1177 West Loop South, Suite 1310, Houston, Texas 77027.