Direct Digital ends offerings, removes unsold shares

Direct Digital Holdings, Inc. terminated six Form S-1 registration statements and removed any securities registered but unsold or otherwise unissued as of October 23, 2026.

Rhea-AI Filing Summary

Direct Digital Holdings, Inc. terminated six Form S-1 registration statements and removed any securities registered but unsold or otherwise unissued as of October 23, 2026. The offerings were terminated in connection with the company’s voluntary decision to delist its Class A common stock from the Nasdaq Capital Market and deregister under the Exchange Act. On October 21, 2026, the company announced its intention to apply for both actions.

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1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Delisting plan: Direct Digital announced an intention to apply for voluntary delisting and deregistration on October 21, 2026.

Filing Explained

A separate S-3 shelf is recorded as effective through February 10, 2029; these six S-1 terminations do not themselves terminate that separate registration.

Key Figures

Previously registered resale shares: 2,932,113 shares Previously registered resale shares: 8,500,000 shares Previously registered resale shares: 50,000,000 shares +2 more

5 metrics

Previously registered resale shares 2,932,113 shares Original resale registration by New Circle Principal Investments LLC; the stated amount was not adjusted for either listed reverse split.

Previously registered resale shares 8,500,000 shares Original resale registration by New Circle Principal Investments LLC; the stated amount was not adjusted for either listed reverse split.

Previously registered resale shares 50,000,000 shares Original resale registration by New Circle Principal Investments LLC; the stated amount was not adjusted for either listed reverse split.

Previously registered resale shares 1,818,181 shares Original resale registration by New Circle Principal Investments LLC; the stated amount was not adjusted for the April 27, 2026 reverse split.

Previously registered resale shares 20,000,000 shares Original resale registration by Roth Principal Investments LLC.

Key Terms

Post-Effective Amendments, voluntary delisting, deregistration

3 terms

Post-Effective Amendments regulatory

"filing these Post-Effective Amendments"

Post-effective amendments are official updates filed with securities regulators after a registration statement or prospectus has become effective, used to correct, add, or clarify information about a securities offering. They matter to investors because they change the facts investors rely on—like terms, risks, or financial details—similar to a company releasing an updated product manual after launch; those changes can affect the value or risk of an investment decision.

voluntary delisting regulatory

"apply for the voluntary delisting"

Voluntary delisting is when a company chooses to remove its shares from a public stock exchange so they no longer trade on that market. For investors this matters because it can make shares harder to buy or sell, reduce public disclosure and price transparency, and often signals a shift in strategy such as going private or moving to a smaller trading venue—similar to a store closing its high‑street shop but continuing to sell by appointment.

deregistration regulatory

"voluntary deregistration from the reporting requirements"

Deregistration is when a company officially removes itself from a stock exchange or regulatory list, meaning it is no longer publicly traded. This can happen if the company is shrinking or choosing to go private, and it matters because it changes how investors can buy or sell its shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did DRCT terminate the six registration statements?

Direct Digital terminated the offerings in connection with its voluntary decision to delist its Class A common stock from the Nasdaq Capital Market and deregister under the Exchange Act. The company announced its intention to apply for those actions on October 21, 2026.

What share amounts were originally registered for resale in DRCT’s Form S-1 statements?

The listed original amounts were 2,932,113, 8,500,000, 50,000,000 and 1,818,181 shares for New Circle Principal Investments LLC, and 20,000,000 shares for Roth Principal Investments LLC. The amendments remove only securities remaining unsold or otherwise unissued.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 05:26 PM EDT Accepted by SEC EDGAR 10/23/2026 - 05:03 PM EDT Learn about SEC filing dates

As filed with the Securities and Exchange Commission on October 23, 2026.

Registration Statement No. 333-261059

Registration Statement No. 333-282762

Registration Statement No. 333-284344

Registration Statement No. 333-291106

Registration Statement No. 333-293201

Registration Statement No. 333-295414

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 3 to Form S-1 Registration Statement No. 333-261059

Post-Effective Amendment No. 1 to Form S-1 Registration Statement No. 333-282762

Post-Effective Amendment No. 2 to Form S-1 Registration Statement No. 333-284344

Post-Effective Amendment No. 1 to Form S-1 Registration Statement No. 333-291106

Post-Effective Amendment No. 1 to Form S-1 Registration Statement No. 333-293201

Post-Effective Amendment No. 1 to Form S-1 Registration Statement No. 333-295414

UNDER THE SECURITIES ACT OF 1933

Direct Digital Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			7370			87-2306185
(State or Other Jurisdiction of Incorporation or Organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

1177 West Loop South, Suite 1310

Houston, Texas 77027

(832) 402-1051

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark Walker

Chairman and Chief Executive Officer

Keith Smith

President

Direct Digital Holdings, Inc.

1177 West Loop South, Suite 1310

Houston, Texas 77027

(832) 402-1051

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Stephen E. Older, Esq.

Andrew J. Terjesen, Esq.

McGuireWoods LLP

1251 Avenue of the Americas, 20th Floor

New York, NY 10020

(212) 548-2100

Approximate date of commencement of proposed sale to the public: Not applicable

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

ý

Smaller reporting company

ý

Emerging growth company

ý

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 7(a)(2)(B) of the Securities Act. o

EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES

Direct Digital Holdings, Inc., a Delaware corporation (the “Company”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-1 (collectively, the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “Commission”), to deregister:

•Any and all securities, registered but unsold or otherwise unissued as of the date hereof under the Registration Statement on Form S-1 (File No. 333-261059), as amended, initially filed with the Commission on November 15, 2021, registering (i) 2,800,000 units, each unit consisting of one share of the Company’s Class A common stock and one warrant to purchase one share of the Company’s Class A common stock, (ii) an additional 420,000 shares of Class A common stock and warrants to purchase an additional 420,000 shares of Class A common stock available upon the exercise of the underwriters’ over-allotment option and (iii) 280,000 shares of Class A common stock issuable upon the exercise of unit purchase options held by the underwriters entitling the underwriters to purchase units consisting of one share of Class A common stock and one warrant to purchase one share of Class A common stock;

•Any and all securities, registered but unsold or otherwise unissued as of the date hereof under the Registration Statement on Form S-1 (File No. 333-282762), filed with the Commission on October 22, 2024, registering the resale by New Circle Principal Investments LLC of 2,932,113 shares of Class A common stock;

•Any and all securities, registered but unsold or otherwise unissued as of the date hereof under the Registration Statement on Form S-1 (File No. 333-284344), as amended, initially filed with the Commission on January 17, 2025, registering the resale by New Circle Principal Investments LLC of 8,500,000 shares of Class A common stock;

•Any and all securities, registered but unsold or otherwise unissued as of the date hereof under the Registration Statement on Form S-1 (File No. 333-291106), initially filed with the Commission on October 27, 2025, registering the resale by New Circle Principal Investments LLC of 50,000,000 shares of Class A common stock;

•Any and all securities, registered but unsold or otherwise unissued as of the date hereof under the Registration Statement on Form S-1 (File No. 333-293201), filed with the Commission on February 4, 2026, registering the resale by New Circle Principal Investments LLC of 1,818,181 shares of Class A common stock; and

•Any and all securities, registered but unsold or otherwise unissued as of the date hereof under the Registration Statement on Form S-1 (File No. 333-295414), initially filed with the Commission on April 29, 2026, registering the resale by Roth Principal Investments LLC of 20,000,000 shares of Class A common stock.

The numbers of shares of Class A common stock registered under the Registration Statements set forth above (except for the Registration Statement on Form S-1 (File No. 333-295414)) have not been adjusted to reflect the one-for-four reverse stock split of the Class A common stock effected on April 27, 2026. In addition, the numbers of shares of Class A common stock registered under the Registration Statements (except for the Registration Statement on Form S-1 (File No. 333-293201) and the Registration Statement on Form S-1 (File No. 333-295414)) set forth above have not been adjusted to reflect the one-for-fifty-five reverse stock split of the Class A common stock effected on January 12, 2026.

On October 21, 2026, the Company announced its intention to apply for the voluntary delisting of the Class A common stock from the Nasdaq Capital Market and the voluntary deregistration from the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Commission. In connection with the Company’s voluntary decision to delist and deregister the Class A common stock, the Company has terminated any and all offerings pursuant to the Registration Statements. Accordingly, this filing is made pursuant to an undertaking made by the Company in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of each offering. The Company, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all securities registered but unsold or otherwise unissued under the Registration Statements as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused the Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on October 23, 2026.

			DIRECT DIGITAL HOLDINGS, INC.
			By:			/s/ MARK D. WALKER
			Name:			Mark D. Walker
			Title:			Chairman and Chief Executive Officer

No other person is required to sign the Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933.