Direct Digital Holdings, Inc. 8-K Filings

Direct Digital Holdings, Inc. (DRCT) reports that its subsidiary Direct Digital Holdings, LLC entered into a Waiver Letter on August 18, 2026 with its term loan administrative agent and lender. The waiver covers noncompliance with several financial covenants for the quarter ended June 30, 2026, including minimum unrestricted cash, consolidated total leverage ratio, consolidated fixed charge coverage ratio and minimum consolidated EBITDA requirements, and waives nonpayment of interest for the months ended May 31, June 30 and July 31, 2026. It also defers payment of certain Twelfth Amendment fees and August 2026 interest to September 30, 2026 and waives minimum unrestricted cash and certain refinancing and preferred transaction requirements through August 31, 2026.

Separately, the Nasdaq Hearings Panel granted DRCT an extension of its August 14, 2026 deadline to address the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). The company must update the Panel by September 15, 2026 on progress toward compliance; its Class A Common Stock continues trading on The Nasdaq Capital Market under “DRCT”, but there is no assurance of continued listing.

Direct Digital Holdings, Inc. reported weaker results for the quarter and six months ended June 30, 2026. Second-quarter revenue was $7.8 million, down 23% from $10.1 million, mainly due to a $2.5 million reduction in spending by demand side platform (DSP) customers. Excluding DSP revenue, second-quarter revenue grew 3%, and first-half 2026 revenue excluding DSP increased 5% versus 2025, reflecting stronger performance in the core business.

Gross margin was 34% in both the quarter and first half. Operating expenses declined 7% in the quarter and 10% year-to-date, but Adjusted EBITDA loss widened to $2.3 million in the quarter and $4.9 million for the first half. Net loss improved modestly to $3.6 million in the quarter and $9.2 million for the first half. Operating cash outflow for the first half improved to $1.9 million from $5.4 million a year earlier.

Liquidity and leverage remain key concerns. As of June 30, 2026, the company held $0.5 million in cash against current maturities of related-party long-term debt of $17.3 million and total stockholders’ deficit of $13.8 million. Management disclosed noncompliance with certain financial covenants under its credit facility and is seeking a waiver while focusing on liquidity and strategic growth initiatives, including AI-based offerings.

Direct Digital Holdings, Inc. held its 2026 Annual Meeting of Stockholders on July 31, 2026, where stockholders representing 425,635 votes, or approximately 51% of the 834,910 votes entitled to be cast, were present, constituting a quorum. Six directors were elected to serve until the 2027 annual meeting, and BDO USA, P.C. was ratified as independent registered public accounting firm for the year ending December 31, 2026.

Stockholders also approved an amendment to the Company’s 2022 Omnibus Incentive Plan, increasing the number of shares of Class A Common Stock issuable under the plan by 1,200,000 shares. The amendment had been previously approved by the Board of Directors subject to stockholder approval and became effective upon that approval.

Direct Digital Holdings, Inc. has set July 31, 2026 as the date for its 2026 annual meeting of stockholders. Because this date is more than 30 days after the prior annual meeting held on June 9, 2025, earlier nomination and proposal deadlines no longer apply.

Stockholders must submit proposals for inclusion in the proxy statement under Rule 14a-8, as well as other proposals or director nominations, by June 22, 2026. The same June 22, 2026 deadline also applies to stockholders intending to use the universal proxy rules to solicit proxies for alternative director nominees.

Direct Digital Holdings, Inc. appointed Ohad Harlev as an Independent Director to its Board, effective June 3, 2026, and increased the size of the Board in connection with his appointment. The move fulfills obligations under the company’s Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock.

Harlev will receive annual cash compensation prorated for the remainder of the year in line with the company’s existing director compensation program. The company states there are no arrangements under which he was selected and no related-party transactions requiring disclosure. On June 4, 2026, the company issued a press release announcing his appointment, furnished as Exhibit 99.1 under Regulation FD.

Direct Digital Holdings, Inc. amended its term loan and updated prior financial statements. A Twelfth Amendment to its Term Loan Facility covers $14.8 million of outstanding principal, adds a minimum consolidated EBITDA covenant of at least $200,000 for the quarter ending June 30, 2026, waives certain covenant and interest payment defaults for early 2026, and requires a $0.1 million amendment fee payable on May 31, 2026. The company also modified its committed equity facility so Roth Principal Investments will reimburse 0.6% of VWAP per share purchase for related expenses. Separately, Direct Digital recast its 2025 Form 10‑K to reflect a new single digital marketing segment and prior reverse stock splits, with updated audited financials filed as Exhibit 99.1.

Direct Digital Holdings reported first quarter 2026 results showing lower revenue but modest operational improvement. Revenue was $6.7 million, down 18% from $8.2 million a year earlier, mainly from a $2.0 million reduction in spending by demand-side platform customers.

Gross profit was $2.3 million, with margin improving to 34% from 29% as costs fell faster than revenue. Operating expenses declined to $5.5 million from $6.3 million, narrowing the operating loss to $3.3 million from $3.9 million. Net loss was $5.6 million, slightly better than $5.9 million, while Adjusted EBITDA loss improved to $2.6 million from $3.0 million.

Cash and cash equivalents were $0.8 million as of March 31, 2026, with total assets of $19.3 million and total liabilities of $29.0 million, resulting in a stockholders’ deficit of $9.7 million. Management emphasized cost control, liquidity, and potential strategic opportunities alongside continued focus on organic growth.

Direct Digital Holdings entered a Common Stock Purchase Agreement giving it the right, but not the obligation, to sell up to $50,000,000 of new Class A common shares to Roth Principal Investments over 36 months at a discount to VWAP. The deal is subject to an Exchange Cap of 140,185 shares, equal to 19.99% of pre-agreement outstanding shares, unless pricing or future stockholder approval lifts that limit, and Roth Principal Investments cannot exceed 4.99% beneficial ownership. The company terminated a prior up-to-$100 million equity line with New Circle without fees and received additional Nasdaq delisting notices tied to minimum bid price and stockholders’ equity rules. To address bid price compliance, the company implemented a 4‑to‑1 reverse stock split effective April 27, 2026, cashing out fractional shares.

Direct Digital Holdings, Inc. is implementing a 4‑to‑1 reverse stock split of all classes of its common stock to help maintain compliance with Nasdaq’s $1.00 per share minimum bid price requirement.

Every four shares of common stock will automatically convert into one share, with no change to the $0.001 par value or the total number of authorized shares. The number of outstanding Class A shares will shrink from about 2.8 million to 0.7 million, and Class B shares from about 0.17 million to 0.04 million. The Class A common stock is expected to begin trading on a split‑adjusted basis on Nasdaq on April 27, 2026 under the existing symbol DRCT with a new CUSIP. Stockholders will not receive fractional shares; instead, they will get cash in lieu of any fractional amounts.

Direct Digital Holdings received a Nasdaq Staff Delisting Determination after falling out of compliance with the Stockholders’ Equity Rule, which requires at least $2.5 million in stockholders’ equity. Its latest annual report showed a stockholders’ deficit of ($7.0 million).

The company also does not meet alternative standards for market value of listed securities or net income. Direct Digital plans to request a hearing before the Nasdaq Hearings Panel by April 9, 2026, which would temporarily stay any suspension or delisting while it seeks to regain compliance.

Direct Digital Holdings reported sharp top-line declines and wider losses for Q4 and full year 2025 while pivoting toward its buy-side business. Q4 2025 revenue was $8.4 million, down 7% year over year, as buy-side revenue grew 28% to $8.2 million but sell-side revenue dropped to $0.2 million.

For 2025, revenue fell 44% to $34.7 million driven by an 85% decline in sell-side revenue to $5.3 million, while buy-side revenue rose 10% to $29.4 million. Full-year net loss widened to $27.7 million and Adjusted EBITDA loss to $11.1 million, despite an 18% reduction in operating expenses.

The company restructured its balance sheet by converting $25 million of debt into Series A Convertible Preferred Stock and issuing another $10 million, expanded its Equity Reserve Facility to $100 million, raised $7.3 million through that facility, and executed a 55-to-1 reverse stock split to regain Nasdaq compliance while launching its Ignition+ AI-enabled buy-side solution.

Direct Digital Holdings has regained compliance with Nasdaq’s minimum bid price requirement. After a 55-to-1 reverse stock split in January 2026, the company’s Class A common stock maintained a closing bid of at least $1.00 per share for over 20 consecutive business days, leading Nasdaq to confirm compliance with Listing Rule 5550(a)(2). The shares will continue trading on The Nasdaq Capital Market under the symbol DRCT. Nasdaq has placed the company under a one-year Panel Monitor period, during which any new listing deficiency could trigger a delisting determination and a new hearing process.

Direct Digital Holdings filed an 8-K to recast prior financial statements for a 55-to-1 reverse stock split, with no other changes to the numbers. The attached audited 2024 accounts show revenue falling to $62.3M from $157.1M in 2023, driven mainly by a sharp decline in sell-side advertising.

The company reported a 2024 net loss of $19.9M and an accumulated deficit of $8.8M. Cash was $1.4M at year-end against total liabilities of $45.7M and assets of $26.0M, leaving a significant stockholders’ deficit. Auditors issued a going concern paragraph citing disruption in the sell-side business and limited funds to meet obligations.

Management highlights cost reductions, covenant relief amendments, and an Equity Reserve Facility to raise capital. However, the company still relies on rebuilding sell-side volumes, additional funding, and maintaining credit agreements to support operations and address Nasdaq stockholders’ equity compliance.

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.

Direct Digital Holdings amended its equity reserve facility with New Circle Principal Investments, keeping the original commitment of up to $100 million of Class A common stock but changing how the share purchase price is set. For each purchase notice, the company can now choose either the lowest sales price of its Class A common stock on the relevant trading day or 97.5% of the lowest volume-weighted average price over three consecutive trading days starting on the notice date. Any cash raised through this facility may be used to reduce outstanding debt when required under existing agreements and for general corporate purposes, including working capital, and the company notes that it may ultimately choose not to issue any shares under this arrangement.

Direct Digital Holdings, Inc. approved and implemented a 55-to-1 reverse stock split of its Series A and Series B common stock. Stockholders had previously authorized the board on December 30, 2025 to choose a reverse split ratio between 2-to-1 and 250-to-1, and the board set the ratio at 55-to-1.

Effective 12:01 a.m. on January 12, 2026, every 55 pre-split shares were combined into one share of the same class. Proportionate voting and other rights remain the same, except that no fractional shares are issued. Holders entitled to fractions will receive a cash payment based on the Nasdaq closing price at the effective time. The Class A common stock now trades on Nasdaq on a post-split basis under a new CUSIP (25461T204), with par value and other terms unchanged.

Direct Digital Holdings, Inc. reported that stockholders approved several major capital structure and equity proposals at a special meeting held on December 30, 2025. Investors authorized the Board to implement one or more reverse stock splits of each class of common stock at ratios between 2‑to‑1 and 250‑to‑1 at any time before December 26, 2026, at the Board’s discretion. Stockholders also approved the potential issuance of up to 100,000,000 shares of Class A Common Stock under an Equity Reserve Facility, an increase of 9,000,000 shares available under the 2022 Omnibus Incentive Plan, and the issuance of up to 41,751,437 Class A shares as part of a court‑approved settlement and exchange.

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.

Direct Digital Holdings (DRCT) furnished Q3 2025 results materials. The company reported that on November 6, 2025 it issued a press release and held an earnings call covering the three and nine months ended September 30, 2025. These materials are provided as Exhibits 99.1 (press release) and 99.2 (call transcript) to this Form 8‑K.

The company states the information under Item 2.02, including Exhibits 99.1 and 99.2, is being furnished and not filed under the Exchange Act. DRCT’s Class A common stock trades on Nasdaq under the symbol DRCT.

Direct Digital Holdings (DRCT) received a Nasdaq panel extension to regain bid‑price compliance by January 30, 2026. The company previously failed to meet the $1.00 minimum bid for 30 consecutive business days and received a second notice from Nasdaq; however, trading on The Nasdaq Capital Market continues under “DRCT.”

The panel confirmed the company has evidenced compliance with the stockholders’ equity requirement, closing that matter. To cure the bid‑price deficiency, the shares must close at or above $1.00 for at least 10 consecutive business days, and generally not more than 20, before January 30, 2026. The company is considering options, including a reverse stock split.

The panel imposed a one‑year discretionary monitor from the decision date. If the company falls out of compliance with any continued listing standard during this period, Nasdaq staff may issue a delisting determination subject to a new hearing.

Direct Digital Holdings (DRCT) amended its equity reserve facility with New Circle, increasing the aggregate capacity from $20 million to $100 million. The pricing for each draw will be, at the Company’s election, either the lowest sales price on the purchase day window or 97.5% of the lowest three-day VWAP based on the notice timing. The amendment adds fees: $50,000 for each $5 million in aggregate gross proceeds (paid from sale proceeds) and a one-time upsize commitment fee of 100,000 Class A shares. The Company may use any proceeds to reduce outstanding debt and for general corporate purposes, and notes it is possible no shares will be issued.

The Company also executed a Tenth Amendment to its Term Loan Facility allowing requests to exchange up to $35.0 million face amount of Series A Preferred Stock into Class A common at a ratio equal to the Accumulated Conversion Value divided by the 20-trading-day VWAP, subject to a Beneficial Ownership Limitation and Lafayette’s discretion. An amended letter agreement provides a $35.0 million exit fee when no Series A Preferred is outstanding, which is waived if fully redeemed at the Series A Liquidation Amount on or before December 31, 2026, and reduces over time with redemptions, conversions, and exchanges.

Direct Digital Holdings (DRCT) amended its term loan on October 14, 2025, converting and exchanging $10.0 million of debt into newly authorized Series A Preferred Stock with the same face amount issued to Lafayette. An additional $3.5 million amendment fee was added to loan principal. After these steps, $9.99 million of term loans remain outstanding and the Series A Preferred face amount totals $35.0 million.

The amendment introduces tighter terms: minimum unrestricted cash of $0.45 million; quarterly consolidated EBITDA loss thresholds of $(0.652) million (Q4 2025) and $(1.921) million (Q1 2026); and minimum sell‑side revenue of $2.5 million (Q4 2025, Q1 2026) rising to $5.0 million thereafter. Excess cash above $2.5 million must prepay the loan, and proceeds from any preferred stock sales also trigger prepayments.

The Series A Preferred carries a 10% cumulative dividend (with partial cash payments for new shares before January 31, 2026), is convertible at $2.50 per common share subject to a 4.99% beneficial ownership cap, and has a liquidation preference equal to 3.00x the Accumulated Conversion Value. The company may redeem at the Series A Liquidation Amount, and an amended exit fee of $35.0 million applies if the full preferred is redeemed, waived if redeemed in full by December 31, 2026.

Direct Digital Holdings (DRCT) reported that stockholders approved two capital actions at a special meeting: an amendment increasing authorized Class A common shares from 160,000,000 to 760,000,000, and the issuance of up to 50,000,000 shares under its equity line pursuant to a Share Purchase Agreement.

The company detailed steps taken toward Nasdaq compliance with the stockholders’ equity requirement. It sold 3.7 million shares for $1.3 million in the quarter ended September 30, 2025, and 11.3 million shares for $8.9 million since the equity line began. It also exchanged term loans with an aggregate principal amount of $25.0 million (August 8, 2025) and $10.0 million (October 14, 2025) for newly authorized Series A Preferred Stock. The company believes it now satisfies Nasdaq’s stockholders’ equity threshold and is awaiting Nasdaq’s formal determination.

Separately, DRCT remains subject to Nasdaq’s minimum bid price requirement with a compliance window through November 10, 2025, during which a closing bid at or above $1.00 for at least 10 consecutive business days would cure the deficiency.

Direct Digital Holdings, Inc. reported two unregistered sales of its Class A Common Stock to New Circle Principal Investments LLC under a previously disclosed Equity Reserve Facility. On September 26, 2025, the company sold 1,400,000 shares for $451,983 after a total discount of $11,627. From September 26 to September 30, 2025, it sold an additional 1,000,000 shares for $303,400 after a total discount of $7,800. The company states the aggregate number of Class A shares sold during these periods exceeded 5% of the issued and outstanding Class A shares as of the referenced dates. The sales were made in reliance on Section 4(a)(2) of the Securities Act and New Circle represented it is an accredited investor.

Direct Digital Holdings, Inc. sold 700,000 shares of its Class A Common Stock on September 16, 2025 for aggregate cash consideration of $275,993 after a total discount of $8,997. The amount of shares sold in these unregistered transactions exceeded 5% of the Class A shares outstanding as of August 6, 2025, which prompted this Current Report on Form 8-K. The shares were sold to New Circle Principal Investments LLC under a previously disclosed Equity Reserve Facility and Share Purchase Agreement. New Circle represented that it is an "accredited investor", and the company relied on Section 4(a)(2) of the Securities Act for an exemption from registration.

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.

Direct Digital Holdings, Inc. amended its term loan facility and issued 25,000 shares of Series A Convertible Preferred Stock in exchange for $25,000,000 of term loan principal, reducing outstanding term loans to $9,362,359.84. The Series A Preferred Stock carries a stated value of $1,000 per share, a cumulative 10% annual dividend compounded quarterly, conversion into Class A common stock at $2.50 per share, and a beneficial ownership conversion cap of 4.99% until October 15, 2025. Holders receive senior liquidation preference equal to 1.25x the Accumulated Conversion Value before October 15, 2025 and 3.0x thereafter.

The amendment also imposes new financial covenants requiring the Credit Parties to maintain a consolidated total leverage ratio of no more than 3.50x (then 3.25x), a fixed charge coverage ratio of at least 1.25x (then 1.50x), minimum unrestricted cash of $1.5 million, and minimum consolidated EBITDA of $1.0 million for the quarters ending September 30, 2025 and December 31, 2025 and $0.5 million thereafter. The Credit Parties agreed to a $1.0 million closing fee and a contingent $25.0 million exit fee tied to redemption mechanics; the exit fee can be eliminated if Series A is redeemed at the Series A Liquidation Amount on or prior to December 31, 2026, and it reduces with certain redemptions or conversions. The Certificate of Designation and amendment exhibits are filed with the report.

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.