DRCT

drct-20260511

FALSE000188061300018806132025-03-272025-03-2700018806132026-05-112026-05-11

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): May 11, 2026

Direct Digital Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-4126187-2306185

(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 classTrading Symbol(s) Name of each exchange

on which registered

Class A Common Stock, par value $0.001 per shareDRCTThe 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 May 11, 2026, Direct Digital Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026. 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 May 11, 2026.

104Cover Page Interactive Data File (formatted as Inline XBRLand contained in Exhibit 101)

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.

May 11, 2026 (Date) Direct Digital Holdings, Inc.

(Registrant)

/s/ Diana P. Diaz

Diana P. Diaz

Chief Financial Officer

EX-99.1

2 drct-03312026xexx991.htm

EX-99.1

Document

Exhibit 99.1

Direct Digital Holdings Reports Fourth Quarter and Full Year 2025 Financial Results

Fourth Quarter 2025 Buy-side Revenue Increased 28%

Fourth Quarter 2025 Consolidated Revenue Decreased 7%

Reduced Operating Expenses by 12% in Q4 2025 Compared to Q4 2024 and by 18% in FY 2025 Compared to FY 2024

Houston, TX, March 31, 2026 -- Direct Digital Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology platform operating through its companies Orange 142, LLC ("Orange 142") and Colossus Media, LLC ("Colossus SSP"), today announced financial results for the fourth quarter and full year ended December 31, 2025.

Mark D. Walker, Chairman and Chief Executive Officer, commented, “We’re encouraged by our ability to drive double digit growth in the buy-side of our business, driven primarily by new customers and increased demand we’re seeing from new verticals. As we move through 2026, we are strategically shifting our focus on driving digital marketing spend among buy-side and new enterprise customers. To that end, in March of 2026 we launched Ignition+, an AI-enabled programmatic media solution providing enhanced accessibility for large enterprise clients in the buy-side network, while also prioritizing transparency, efficiency, and cost reduction through AI-driven optimization, insights and curation. In connection with this strategic shift, we are currently aggregating our operations to streamline our operating structure and enable us to more efficiently go to market and drive value creation for our shareholders.”

Keith Smith, President, commented, “Our strategic pivot allows us to center our resources to enhance Direct Digital’s buyside presence and drive continued success winning new customers and capturing market share. We look forward to executing on our refocused business model.”

Fourth Quarter 2025 Highlights

•Buy-side advertising segment served about 195 customers in the fourth of 2025.

•Buy-side advertising revenue for the fourth quarter of 2025 included $1.7 million from customers in new verticals, reflecting the Company’s ongoing expansion efforts.

•Processed approximately 85 billion average monthly impressions through the sell-side advertising segment.

•Executing on strategic pivot and reallocating resources to more streamlined and profitable business model focused on buy-side growth.

Fourth Quarter 2025 Financial Results

•Revenue of $8.4 million decreased 7% compared to $9.1 million in the fourth quarter of 2024.

•Buy-side advertising segment revenue of $8.2 million increased 28% compared to $6.4 million in the fourth quarter of 2024.

•Sell-side advertising segment revenue of $0.2 million decreased as compared to $2.7 million in the fourth quarter of 2024, primarily related to a decrease in impression inventory when compared to the fourth quarter of 2024.

•Gross profit was $2.3 million, or 27% of revenue, compared to $2.9 million, or 32% of revenue, in the fourth quarter of 2024.

•Operating expenses of $6.7 million decreased 12% compared to $7.7 million in the fourth quarter of 2024.

•Operating loss was ($4.5 million), compared to ($4.7 million) in the fourth quarter of 2024.

•Net loss was ($12.6 million) compared to net loss of ($6.6 million) in the fourth quarter of 2024.

•Adjusted EBITDA(1) loss was ($3.6 million) in the fourth quarter of 2025 compared to a loss of ($3.4 million) in the fourth quarter of 2024.

•As of December 31, 2025, the Company held cash and cash equivalents of $0.7 million compared to $1.4 million as of December 31, 2024.

Full Year 2025 Financial Results

•Revenue of $34.7 million decreased 44% compared to $62.3 million in full year 2024.

•Buy-side advertising segment revenue of $29.4 million increased 10% compared to $26.6 million in full year 2024.

•Sell-side advertising segment revenue of $5.3 million decreased 85% compared to $35.7 million in full year 2024, primarily related to a decrease in impression inventory when compared to the prior year period.

•Gross profit was $10.4 million, or 30% of revenue, compared to $17.4 million, or 28% of revenue, in full year 2024.

•Operating expenses of $25.2 million decreased $5.4 million, or 18%, compared to $30.6 million in full year 2024.

•Operating loss was ($14.8 million), compared to operating loss of ($13.2 million) in full year 2024.

•Net loss was ($27.7 million) compared to net loss of ($19.9 million) in full year 2024.

•Adjusted EBITDA(1) loss was ($11.1 million) in full year 2025 compared to a loss of ($9.3 million) in full year 2024.

Direct Digital Holdings took several steps throughout 2025 to strengthen its balance sheet and enhance its capital structure and access to capital.

In the third quarter of 2025, the Company announced the issuance of $25 million of a new series of Series A Convertible Preferred Stock, at a premium conversion price of $2.50 per share of Class

drct-20251106FALSE000188061300018806132025-08-052025-08-05

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): November 6, 2025 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter)

Delaware001-4126187-2306185 (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 classTrading Symbol(s)Name of each exchange on which registered

Class A common stock, par value $0.001 per shareDRCTThe 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 November 6, 2025, Direct Digital Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 to this report and is incorporated herein by reference.

Also on November 6, 2025, the Company held its previously announced earnings call regarding its unaudited financial results for the three and nine months ended September 30, 2025. A transcript of the earnings call is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

The information provided in Item 2.02 of this report, including Exhibits 99.1 and 99.2, 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 99.1Press release issued by Direct Digital Holdings, Inc., dated November 6, 2025.

99.2Transcript of earnings call held November 6, 2025.

104Cover 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.

November 14, 2025 (Date)Direct Digital Holdings, Inc. (Registrant)

/s/ DIANA P. DIAZ Diana P. Diaz Chief Financial Officer