Direct Digital Holdings (DRCT) Registration filing summary

Company overview and business model

• Operates a full-service advertising and marketing platform focused on digital advertising technology and data-driven campaign optimization across multiple industry verticals, with a particular emphasis on small and mid-sized businesses transitioning to digital media.

• Provides technology-enabled advertising solutions via demand side platforms and its proprietary Colossus SSP, serving sectors such as travel, education, energy, healthcare, and consumer products.

• Recent strategic shift to focus on intentional digital marketing spend and enterprise customers, consolidating buy-side operations and streamlining to a single reportable segment: digital advertising.

• Headquartered in Houston, Texas, with a structure resulting from acquisitions and an IPO completed in February 2022.

Financial performance and metrics

• As of May 13, 2026, 701,243 shares of Class A Common Stock were outstanding, with 695,397 held by non-affiliates.

• Reported a stockholders' deficit of ($7.0 million) as of December 31, 2025, leading to Nasdaq compliance challenges.

• The company has never declared or paid cash dividends and anticipates retaining future earnings for operations.

Use of proceeds and capital allocation

• May receive up to $50,000,000 in gross proceeds from sales of Class A Common Stock to Roth Principal Investments under the Purchase Agreement.

• Net proceeds are intended to reduce outstanding debt (if required by debt agreements) and for general corporate purposes, including working capital.

• Proceeds from resale of shares by Roth Principal Investments will not go to the company.