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

Rhea-AI Filing Summary

Direct Digital Holdings, Inc. (DRCT) reported a settlement under which it may issue up to 50,000,000 shares of Class A common stock to Continuation Capital, Inc. These "Exchange Shares" will be issued in return for the release of claims tied to third-party vendor payables of $3,020,932 that were assigned to Continuation Capital. The share price will be set at 76% of the lower of two Nasdaq-based volume-weighted or closing price averages over a defined five-day valuation period, which can be extended for multiple tranches. As additional consideration, the company paid a settlement fee of 95,000 shares of Class A common stock. A court approved the Settlement Agreement on November 21, 2025 and determined it is fair to Continuation Capital, allowing the share issuance to rely on the Section 3(a)(10) registration exemption.

Insights

Equity & Capital Structure Analyst

DRCT settles $3.0M claims with stock, allowing up to 50M new shares.

Direct Digital Holdings is resolving assigned vendor payables of $3,020,932 through a stock-for-claims structure with Continuation Capital. The arrangement allows issuance of up to 50,000,000 Exchange Shares of Class A common stock, plus a 95,000-share settlement fee, instead of cash payment of those obligations.

Pricing of the Exchange Shares is set at 76% of the lower of two market-based measures over a five-trading-day Valuation Period, which can be extended for multiple tranches. This links the effective conversion rate to short-term trading performance, and the discount means more shares are issued for a given dollar amount of claims.

The transaction was approved by a court on November 21, 2025, which determined the Settlement Agreement is fair to Continuation Capital, and the issuance is exempt from registration under Section 3(a)(10) of the Securities Act. Future company disclosures can clarify how many of the "up to 50,000,000" shares are ultimately issued under this structure.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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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): 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)			(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.

On November 20, 2025, Direct Digital Holdings, Inc. (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with Continuation Capital, Inc. (“Continuation Capital”), pursuant to which we agreed to issue up to 50,000,000 shares of Class A Common Stock (the “Exchange Shares”) in exchange for the release of certain claims held by Continuation Capital related to third party vendor payables separately assigned to Continuation Capital in the amount of $3,020,932. The Exchange Shares will be sold to Continuation Capital at a price of 76% of the lower of (a) the volume weighted average sale price of the Class A Common Stock on Nasdaq during the “Valuation Period,” which is the five day trading period, inclusive of the day of the share request under the Settlement Agreement, which will be extended as necessary to account for multiple tranches of issuances or (b) the average of the four lowest of the most recent five closing prices during the Valuation Period. Additionally, as partial consideration for the entry into the Settlement Agreement, the Company paid Continuation Capital a settlement fee of 95,000 shares of Class A Common Stock. The Settlement Agreement was approved on November 21, 2025 by a court following a hearing held on that same date, in which the court determined that Settlement Agreement is fair to Continuation Capital. Accordingly, the issuance of securities under the Settlement Agreement will be exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 3(a)(10) thereunder.

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.

November 26, 2025 (Date)			Direct Digital Holdings, Inc. (Registrant)
			/s/ DIANA P. DIAZ
			Diana P. Diaz Chief Financial Officer