Direct Digital Holdings Reports Unregistered Equity Sale

TL;DR

DDH sold unregistered equity, details TBD.

AI Summary

On November 20, 2025, Direct Digital Holdings, Inc. reported an unregistered sale of equity securities. The filing does not disclose specific details regarding the number of shares, the price per share, or the total dollar amount of the transaction.

Why It Matters

This filing indicates a potential dilution of existing shares or a new capital raise, which could impact the company's stock price and ownership structure.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate a need for immediate capital or a less favorable financing arrangement, potentially impacting existing shareholders.

Key Players & Entities

• Direct Digital Holdings, Inc. (company) — Registrant
• November 20, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Houston, Texas (location) — 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
• $3,020,932 — o Continuation Capital in the amount of $3,020,932. The Exchange Shares will be sold to Co

Filing Documents

• drct-20251120.htm (8-K) — 23KB
• 0001880613-25-000144.txt ( ) — 143KB
• drct-20251120.xsd (EX-101.SCH) — 2KB
• drct-20251120_lab.xml (EX-101.LAB) — 23KB
• drct-20251120_pre.xml (EX-101.PRE) — 13KB
• drct-20251120_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

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

View Full Filing

View this 8-K filing on SEC EDGAR