Direct Digital Holdings (DRCT) Company Report

Direct Digital Holdings, Inc. (DRCT) entered into an Eleventh Amendment and Waiver to Term Loan and Security Agreement, effective December 31, 2025, with Lafayette Square Loan Servicing, LLC.
The amendment waived several existing Events of Default, including the failure to maintain minimum quarterly consolidated EBITDA and minimum unrestricted cash for the fiscal quarter ending December 31, 2025.
The company agreed to pay a $4.0 million amendment fee, which will be added to the principal balance of the term loans, and acknowledged $10.3 million in outstanding principal immediately prior to the amendment.
The amortization schedule was modified, with no principal payments due for the fiscal quarters ending March 31, 2026, and June 30, 2026. Principal payments will resume in Q3 2026, and the maturity date for the Eighth Amendment Term Loan was clarified as September 30, 2026.
The Credit Parties also acknowledged and agreed to pay various accrued fees and interest by June 30, 2026, including a $1.0 million Seventh Amendment Closing Fee and $783,999.66 in interest on advances for several months in 2025.

7 days ago

8-K

Direct Digital Holdings Announces Reverse Stock Split

DRCT

Delisting/Listing Issues

Proxy Vote Outcomes

Direct Digital Holdings, Inc. implemented a 55-to-1 reverse stock split for all classes of its common stock, which became effective at 12:01 am on January 12, 2026.
The company expects its Class A common stock to begin trading on a split-adjusted basis on The Nasdaq Stock Market as of the commencement of trading on January 12, 2026.
This action is intended to allow the company to regain compliance with Nasdaq’s minimum bid price requirement of $1.00 per share.
The reverse stock split will reduce the number of outstanding Class A common shares from approximately 68.9 million to approximately 1.3 million and Class B common shares from approximately 9.3 million to approximately 0.2 million.
Stockholders who would otherwise receive fractional shares will instead be entitled to a proportional cash payment.

Jan 12, 2026, 9:05 PM

8-K

Direct Digital Holdings Announces Reverse Stock Split

DRCT

Delisting/Listing Issues

Proxy Vote Outcomes

Direct Digital Holdings announced a 55-to-1 reverse stock split of all classes of its common stock, with split-adjusted trading expected to begin on January 12, 2026.
The reverse stock split is intended to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share.
This action will reduce the outstanding Class A common stock from approximately 68.9 million to approximately 1.3 million shares.

Jan 8, 2026, 1:30 PM

Press Release

Direct Digital Holdings Reports Q3 2025 Financial Results

DRCT

Earnings

Convertible Preferred Issuance

New Projects/Investments

Direct Digital Holdings reported consolidated revenue of $8.0 million in Q3 2025, a 12% decrease compared to Q3 2024, primarily due to a 71% decline in sell-side advertising revenue to $0.6 million. However, buy-side advertising revenue increased by 7% to $7.3 million, representing the majority of consolidated revenue.
The company significantly reduced operating expenses by 15% to $6.1 million in Q3 2025 compared to the prior year period, and by 20% for the first nine months of 2025.
Net loss improved to ($5.0 million) or ($0.24) per basic and diluted share in Q3 2025, compared to a net loss of ($6.4 million) or ($0.71) per share in Q3 2024. Adjusted EBITDA loss was ($3.0 million) in Q3 2025, consistent with ($2.9 million) in Q3 2024.
The company is evolving into an AI-first company, streamlining workflows and developing new customer solutions, and anticipates 2026 to be a positive cash flow year.
Direct Digital Holdings strengthened its capital structure by converting $25 million of existing debt into Series A Convertible Preferred Stock in Q3 2025, with an additional $10 million conversion in October 2025, and expanded its Equity Reserve Facility to $100 million.

Nov 14, 2025, 9:01 PM

8-K

Direct Digital Holdings Receives Nasdaq Delisting Notice and Extension

DRCT

Delisting/Listing Issues

Direct Digital Holdings, Inc. (DRCT) received a second notice from Nasdaq on November 13, 2025, for failing to regain compliance with the minimum bid price requirement by the November 10, 2025 deadline.
The Nasdaq Hearings Panel has granted the company an exception until January 30, 2026, to demonstrate compliance with the Bid Price Rule, requiring its Class A Common Stock to close at or above $1.00 per share for a minimum of 10 consecutive business days.
The company is considering options, including a reverse stock split, to regain compliance and will be subject to a discretionary Panel Monitor for one year.

Nov 13, 2025, 6:02 PM

8-K

Direct Digital Holdings Regains Nasdaq Stockholders' Equity Compliance

DRCT

Delisting/Listing Issues

Direct Digital Holdings (DRCT) has regained compliance with The Nasdaq Stock Market's minimum stockholders' equity requirement, which mandates listed companies to maintain at least $2,500,000 in stockholders' equity.
The Nasdaq Hearings Panel has granted the company an exception until January 30, 2026, to demonstrate compliance with the minimum bid price requirement, which requires its Class A Common Stock to close at or above $1.00 per share for a minimum of 10 consecutive business days.

Nov 13, 2025, 6:00 PM

Press Release

Direct Digital Holdings Reports Q3 2025 Results with Revenue Decline, Improved Net Loss, and Capital Structure Enhancements

DRCT

Earnings

Guidance Update

Convertible Preferred Issuance

Direct Digital Holdings reported consolidated revenue of $8 million in Q3 2025, a decrease from $9.1 million in Q3 2024, with buy-side revenue increasing 7% to $7.3 million and sell-side revenue decreasing to $600,000.
The company's net loss improved to $5 million, or $0.24 per share, in Q3 2025, compared to a net loss of $6.4 million, or $0.71 per share, in Q3 2024.
Operating expenses in Q3 2025 decreased by 25% to $6.1 million compared to the prior year, contributing to a $5.4 million (20%) reduction in operating expenses year-to-date 2025 compared to the first nine months of 2024.
DRCT strengthened its capital structure by converting $25 million of existing debt into Series A convertible preferred stock during Q3 2025, with an additional $10 million conversion on October 14, 2025, and expanded its equity line of credit facility to $100 million. The company anticipates being cash flow positive in 2026.
The buy-side segment saw encouraging growth, including a partnership between its subsidiary Orange 142 and Reach TV, while the sell-side business is being rebuilt with a focus on AI adoption and integrated solutions.

Nov 6, 2025, 10:00 PM

Transcript

Direct Digital Holdings Reports Q3 2025 Financial Results

DRCT

Earnings

Convertible Preferred Issuance

Demand Weakening

Direct Digital Holdings reported Q3 2025 consolidated revenue of $8.0 million, a 12% decrease compared to Q3 2024, primarily due to a significant decline in sell-side advertising revenue to $0.6 million.
In contrast, buy-side advertising revenue increased 7% to $7.3 million in Q3 2025 compared to the prior year period.
The company's net loss improved to ($5.0 million), or ($0.24) per basic and diluted share, in Q3 2025, compared to a net loss of ($6.4 million), or ($0.71) per share, in Q3 2024.
Operating expenses were reduced by 15% in Q3 2025 and 20% for the first nine months of 2025, resulting in $4.5 million in savings year-to-date.
During the quarter, the company issued $25 million of Series A Convertible Preferred Stock, with an additional $10 million issued in October 2025, and expanded its Equity Reserve Facility to $100 million.

Nov 6, 2025, 9:06 PM

Press Release

Direct Digital Holdings Expands Equity Reserve Facility

DRCT

Direct Digital Holdings (DRCT) has expanded its Equity Reserve Facility from $20 million to $100 million.
This expansion increases the total capacity for the sale of Class A Common Stock to $100 million in aggregate gross proceeds.
The company expects to use any proceeds received from the sale of this stock for general corporate purposes.
CEO Mark Walker stated that this expansion provides additional liquidity and is a good capital management strategy.

Nov 6, 2025, 9:05 PM

Press Release

Direct Digital Holdings Amends Equity Purchase Agreement and Term Loan Facility

DRCT

Debt Issuance

Convertible Preferred Issuance

Direct Digital Holdings, Inc. (DRCT) entered into an Amendment No. 1 to its Share Purchase Agreement with New Circle Principal Investments LLC on October 24, 2025, increasing the aggregate gross purchase price of Class A Common Stock that New Circle is committed to purchase from $20 million to $100 million. This amendment also adds an incremental commitment fee and a one-time upsize commitment fee of 100,000 shares of Class A Common Stock.
On October 28, 2025, Direct Digital Holdings, LLC, as borrower, entered into the Tenth Amendment to its Term Loan and Security Agreement. This amendment allows the Company to request Lafayette Square USA, Inc. to exchange or convert up to $35.0 million in Series A Preferred Stock into Class A Common Stock.
The Tenth Amendment also removes the requirement for the Credit Parties to make a prepayment of loans under the Term Loan Facility with proceeds from the sale of Series A Preferred Stock.
The Credit Parties agreed to pay a $35.0 million exit fee to Lafayette Square USA, Inc., which is fully earned as of October 28, 2025, and payable when no Series A Preferred Stock is outstanding. This exit fee will not be due if the Series A Preferred Stock is redeemed in full at the Series A Liquidation Amount on or prior to December 31, 2026, and the amount of the fee reduces based on redemptions, conversions, or exchanges of Series A Preferred Stock.