FALSE 0001880613 0001880613 2025-08-05 2025-08-05

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)

Delaware | 001-41261 | 87-2306185
(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 class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Class A common stock, par value $0.001 per share |  | DRCT |  | The 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
99.1 |  | Press release issued by Direct Digital Holdings, Inc., dated Nove mber 6, 2025.
99.2 |  | Transcript of earnings call held November 6, 2025.
104 |  | Cover 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