Direct Digital Holdings Reports Material Agreement Changes

TL;DR

DDH filed an 8-K detailing new and terminated material agreements, plus new financial obligations.

AI Summary

Direct Digital Holdings, Inc. filed an 8-K on September 12, 2025, reporting on events that occurred on September 8, 2025. The filing indicates the entry into and termination of a material definitive agreement, as well as the creation of a direct financial obligation or an off-balance sheet arrangement. Specific details regarding the nature of these agreements and obligations are not provided in this excerpt.

Why It Matters

This filing signals significant changes in the company's contractual and financial obligations, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The filing mentions the creation of financial obligations and termination of agreements, which could indicate financial distress or significant strategic shifts.

Key Players & Entities

• Direct Digital Holdings, Inc. (company) — Registrant
• 0001880613-25-000101 (filing_id) — Accession Number
• September 8, 2025 (date) — Earliest event reported
• September 12, 2025 (date) — Filing Date
• 1177 West Loop South, Suite 1310 Houston, Texas 77027 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — tered Class A Common Stock, par value $0.001 per share DRCT The Nasdaq Stock Market
• $3.8 million — m loan in the principal amount equal to $3.8 million (the " Eighth Amendment Term Loan ") wh
• $93,000 — Eighth Amendment in an amount equal to $93,000. Additionally, LS and the Credit Partie
• $37,500 — The Credit Parties also agreed to pay a $37,500 amendment fee no later than September 3
• $13.2 million — ans in an aggregate principal amount of $13.2 million remain outstanding under the Term Loan
• $25.0 million — s with an aggregate principal amount of $25.0 million for newly authorized shares of Series A
• $0 — of Series A Preferred Stock, par value $0.001, of the Company with an aggregate f
• $5.0 m — cility in the principal amount of up to $5.0 million, subject to a borrowing base dete
• $5.0 million — counts. At the time of termination, the $5.0 million principal amount revolving credit facil

Filing Documents

• drct-20250908.htm (8-K) — 33KB
• a101-amend8xeighthamendmen.htm (EX-10.1) — 68KB
• 0001880613-25-000101.txt ( ) — 234KB
• drct-20250908.xsd (EX-101.SCH) — 2KB
• drct-20250908_lab.xml (EX-101.LAB) — 23KB
• drct-20250908_pre.xml (EX-101.PRE) — 13KB
• drct-20250908_htm.xml (XML) — 3KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. On September 8, 2025, Direct Digital Holdings, LLC (" DDH LLC "), as borrower, entered into the Eighth Amendment (the " Eighth Amendment ") to the Term Loan and Security Agreement dated December 3, 2021 (the " Term Loan Facility ") with Direct Digital Holdings, Inc. (the " Company "), Colossus Media, LLC, Huddled Masses LLC and Orange142, LLC, as guarantors (such guarantors together with DDH LLC, the " Credit Parties "), and Lafayette Square Loan Servicing, LLC (" LS "), as administrative agent, and Lafayette Square USA, Inc. (" Lafayette ") and the other lenders from time to time party thereto. Under the terms of the Eighth Amendment, among other changes, DDH LLC requested and LS agreed to make a term loan in the principal amount equal to $3.8 million (the " Eighth Amendment Term Loan ") which includes an interest reserve under the Eighth Amendment in an amount equal to $93,000. Additionally, LS and the Credit Parties agreed to use the proceeds of the Eighth Amendment Term Loan to repay in full and terminate the revolving credit notes under the Credit Agreement (the " Credit Agreement "), dated July 7, 2023, by and among East West Bank (" EWB "), as lender, and DDH LLC, the Company, Huddled Masses LLC, Colossus Media, LLC and Orange142, LLC, as borrowers. The Credit Parties also agreed to pay a $37,500 amendment fee no later than September 30, 2025. The maturity date of the Eighth Amendment Term Loan is October 30, 2025. As of the effectiveness of the Eighth Amendment, term loans in an aggregate principal amount of $13.2 million remain outstanding under the Term Loan Facility. As previously disclosed, under the terms of the Seventh Amendment dated August 8, 2025 to the Term Loan Facility, the parties agreed to convert and exchange term loans with an aggregate principal amount of $25.0 million for newly authorized shares of Series A Preferred Stock, par value $0.001, of the Company with an aggregate face amou

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On September 8, 2025, the Credit Parties used the proceeds of the Eighth Amendment Term Loan to repay in full the outstanding loans, fees and other obligations under the Credit Agreement and to terminate the Credit Agreement and release the liens in favor of EWB under the Credit Agreement. The Credit Agreement provided for a revolving credit facility in the principal amount of up to $5.0 million, subject to a borrowing base determined based on eligible accounts. At the time of termination, the $5.0 million principal amount revolving credit facility under the Credit Agreement was not open for advances. The Credit Parties did not incur any termination penalties as a result of the repayment and termination of the Credit Agreement.

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosures set forth in Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 10.1 Amendment to Term Loan and Security Agreement, dated September 8, 2025, by and among Direct Digital, LLC, as borrower, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, and Direct Digital Holdings, Inc., as guarantors, and Lafayette Square Loan Servicing, LLC, as administrative agent, and the various lenders thereto. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). 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. September 12, 2025 (Date) Direct Digital Holdings, Inc. (Registrant) /s/ MARK WALKER Mark Walker Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR