Direct Digital Holdings, Inc.
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
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FY2024 · Filed Mar 28, 2025
DRCT$0.91-39.7%Stored close · as of Oct 2, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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EXHIBIT INDEX
INDEX TO EXHIBITS
The following exhibits are being filed as part of this report or incorporated by reference as indicated therein:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. · Description · Form · File Number · Date · Exhibit No. · Filed or furnishedherewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Direct Digital Holdings, Inc. | 8-K | 001-41261 | February 16, 2022 | 3.1 |
| 3.2 | Amended and Restated Bylaws of Direct Digital Holdings, Inc. | 8-K | 001-41261 | February 16, 2022 | 3.2 |
| 4.1 | Unit Purchase Option, dated February 15, 2022, issued by the Company to Roth Capital Partners, LLC. | 8-K | 001-41261 | February 16, 2022 | 4.2 |
| 4.2 | Description of the Registrant’s Securities. | 10-K | 001-41261 | October 15, 2024 | 4.2 |
| 10.1 | Second Amended and Restated Limited Liability Company Agreement of Direct Digital Holdings, LLC, dated as of February 15, 2022. | 8-K | 001-41261 | February 16, 2022 | 10.1 |
| 10.2 | Tax Receivable Agreement, dated February 15, 2022, by and among the Company, Direct Digital Holdings, LLC and Direct Digital Management, LLC. | 8-K | 001-41261 | February 16, 2022 | 10.2 |
| 10.3+ | Direct Digital Holdings, LLC 2022 Omnibus Incentive Plan. | S-1 | 333-261059 | January 24, 2022 | 10.3 |
| 10.4+ | Amendment to Direct Digital Holdings, Inc. 2022 Omnibus Incentive Plan. | DEF 14A | 001-41261 | November 15, 2024 | Annex A |
| 10.5+ | Form of Direct Digital Holdings, Inc. Employee Restricted Stock Unit Award Agreement. | 8-K | 001-41261 | June 13, 2022 | 10.1 |
| 10.6+ | Form of Direct Digital Holdings, Inc. Employee Nonqualified Stock Option Award Agreement. | 8-K | 001-41261 | June 13, 2022 | 10.2 |
| 10.7+ | Form of Direct Digital Holdings, Inc. Director Restricted Stock Unit Award Agreement. | 8-K | 001-41261 | June 13, 2022 | 10.3 |
| 10.8+ | Executive Employment Agreement, dated as of February 15, 2022, by and between Direct Digital Holdings, LLC and Mark Walker. | 10-K | 001-41261 | March 31, 2022 | 10.1 |
| 10.9+ | Executive Employment Agreement, dated as of February 15, 2022, by and between Direct Digital Holdings, LLC and Keith Smith. | 10-K | 001-41261 | March 31, 2022 | 10.1 |
| 10.10+ | Executive Employment Agreement, dated as of March 9, 2022, by and between Direct Digital Holdings, LLC and Anu Pillai. | 10-K | 001-41261 | March 31, 2022 | 10.1 |
| 10.11+ | Executive Employment Agreement, effective as of October 16, 2023, between Direct Digital Holdings, LLC and Diana Diaz. | 8-K | 001-41261 | October 18, 2023 | 10.1 |
| 10.12+ | Executive Employment Agreement, effective as of August 22, 2022, between Direct Digital Holdings, LLC and Maria Vilchez Lowrey. | 10-K | 001-41261 | October 15, 2024 | 10.11 |
| 10.13 | Term Loan and Security Agreement, dated as of December 3, 2021, by and among Direct Digital Holdings, LLC, as borrower, Orange142, LLC, Huddled Masses LLC, Colossus Media, LLC, and Universal Standards for Digital Marketing, LLC, as guarantors, Lafayette Square Loan Servicing, LLC, as administrative agent, and the various financial institutions signatory to the Term Loan and Security Agreement as lenders. | S-1 | 333-261059 | November 15, 2021 | 10.2 |
| 10.14 | First Amendment to Term Loan and Security Agreement, dated as of February 3, 2022, by and among Direct Digital Holdings, LLC, as borrower, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, and Universal Standards for Digital Marketing, LLC, as guarantors, Lafayette Square Loan Servicing, LLC as administrative agent, and the various financial institutions signatory to the Term Loan and Security Agreement as lenders. | 10-K | 001-41261 | March 31, 2022 | 10.2 |
| 10.15* | Second Amendment and Joinder to Term Loan and Security Agreement, dated effective as of July 28, 2022, by and among Direct Digital Holdings, LLC, as borrower, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, Universal Standards for Digital Marketing, LLC and Direct Digital Holdings, Inc., as guarantors, Lafayette Square Loan Servicing, LLC as administrative agent, and the various financial institutions signatory to the Term Loan and Security Agreement as lenders. | 10-Q | 001-41261 | November 14, 2022 | 10.1 |
| 10.16 | Third Amendment to Term Loan and Security Agreement, dated January 9, 2023, by and between 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. | 8-K | 001-41261 | January 11, 2023 | 10.2 |
| 10.17 | Fourth Amendment to Term Loan and Security Agreement, dated October 3, 2023, by and between 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. | 8-K | 001-41261 | October 10, 2023 | 10.1 |
| 10.18 | Fifth Amendment to Term Loan and Security Agreement, dated as of October 15, 2024, among Direct Digital Holdings, LLC, Lafayette Square Loan Services, LLC, as administrative agent, and the various lenders party thereto. | 10-Q | 001-41261 | November 13, 2025 | 10.1 |
| 10.19 | Sixth Amendment and Waiver to Term Loan and Security Agreement, dated December 27, 2024, by and between 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. | 8-K | 001-41261 | January 3, 2025 | 10.2 |
| 10.20 | Early Opt-in Election, dated June 1, 2023, by and among Direct Digital Holdings, Inc., Direct Digital Holdings, LLC, Huddled Masses LLC, Colossus Media, LLC, Orange142, LLC, Lafayette Square Loan Servicing, LLC and Lafayette Square USA, Inc. | 8-K | 001-41261 | June 6, 2023 | 10.1 |
| 10.21 | Intercreditor Agreement, dated as of December 3, 2021, by and between Lafayette Square Loan Servicing, LLC and East West Bank. | S-1 | 333-261059 | January 18, 2022 | 10.2 |
| 10.22 | Exclusive License and Sale Agreement, effective as of November 9, 2022, by and between Colossus Media, LLC and SmartyAds, Inc. | 8-K | 001-41261 | November 15, 2022 | 10.1 |
| 10.23 | Credit Agreement, dated July 7, 2023, by and among the Company, Direct Digital Holdings, LLC, Huddled Masses LLC, Colossus Media, LLC, and Orange142, LLC, as borrowers, and East West Bank, as lender. | 8-K | 001-41261 | July 12, 2023 | 10.1 |
| 10.24 | Second Amendment to Credit Agreement, dated November 27, 2023, by and among the Company, Direct Digital Holdings, LLC, Colossus Media, LLC, Huddled Masses LLC, and Orange142, LLC, as borrowers, and East West Bank, as lender. | 8-K | 001-41261 | November 30, 2023 | 10.1 |
| 10.25 | Third Amendment to Credit Agreement, dated October 15, 2024, among Direct Digital Holdings, LLC, Huddled Masses LLC, Colossus Media, LLC and Orange 142, LLC, as borrowers, and East West Bank, as lender. | 10-Q | 001-41261 | November 13, 2024 | 10.2 |
| 10.26 | Waiver and Fourth Amendment to Credit Agreement, dated December 27, 2024, by and among Direct Digital Holdings, Inc., Direct Digital Holdings, LLC, Colossus Media, LLC, Huddled Masses LLC, and Orange142, LLC, as borrowers, and East West Bank, as lender. | 8-K | 001-41261 | January 3, 2025 | 10.1 |
| 10.27 | Share Purchase Agreement, dated October 18, 2024, between Direct Digital Holdings, Inc. and New Circle Principal Investments LLC. | 8-K | 001-41261 | October 21, 2024 | 10.1 | |
| 10.28 | Registration Rights Agreement, dated as of October 18, 2024, between Direct Digital Holdings, Inc. and New Circle Principal Investments LLC. | 8-K | 001-41261 | October 21, 2024 | 10.2 | |
| 16.1 | Letter from Marcum LLP to the Securities and Exchange Commission, dated April 23, 2024. | 8-K | 001-41261 | April 23, 2024 | 16.1 | |
| 19.1 | Insider Trading Policy. | X | ||||
| 21.1 | List of Subsidiaries. | X | ||||
| 23.1 | Consent of BDO USA, P.C., independent registered public accounting firm. | X | ||||
| 31.1 | Certification of the Chief Executive Officer of Direct Digital Holdings, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of the Chief Financial Officer of Direct Digital Holdings, Inc, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1± | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2± | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97 | Direct Digital Holdings, Inc. Clawback Policy. | 10-K | 001-41261 | October 15, 2024 | 97 | |
| 101.INS | Inline XBRL Instance Document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension | X | ||||
| 101.PRE | Inline XBRL Extension Presentation Linkbase | X | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | X | ||||
+Indicates management contract or compensatory plan required to be filed as an Exhibit.
Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and attachments have been omitted. A copy of any omitted schedule or attachment will be furnished supplementally to the Securities and Exchange Commission upon request. Pursuant to Item 601(a)(6) of Regulation S-K, certain personally identifiable information contained in this document, marked by brackets as [**] has been omitted.
± This exhibit will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
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