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Direct Digital Holdings, Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

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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Contents

Table of Contents

Page
PART I.
ITEM 1.Business5
ITEM 1A.Risk Factors13
ITEM 1B.Unresolved Staff Comments35
ITEM 1C.Cybersecurity35
ITEM 2.Properties36
ITEM 3.Legal Proceedings36
ITEM 4.Mine Safety Disclosures36
PART II.
ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities37
ITEM 6.[Reserved]37
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations38
ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk58
ITEM 8.Consolidated Financial Statements and Supplementary Data59
ITEM 9.Changes in and Disagreement with Accountants on Accounting and Financial Disclosure91
ITEM 9A.Controls and Procedures92
ITEM 9B.Other Information93
ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections93
PART III.
ITEM 10.Directors, Executive Officers and Corporate Governance94
ITEM 11.Executive Compensation98
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters102
ITEM 13.Certain Relationships and Related Person Transactions, and Director Independence104
ITEM 14.Principal Accountant Fees and Services108
PART IV.
ITEM 15.Exhibits and Financial Statement Schedules109
EXHIBIT INDEX110
SIGNATURES117

CERTAIN DEFINITIONS

Unless the context requires otherwise, references in this Annual Report on Form 10-K to:

the “Company,” “Direct Digital,” “Direct Digital Holdings,” “DDH,” “we,” “us” and “our” refer to Direct Digital Holdings, Inc., and, unless otherwise stated, all of its subsidiaries, including Direct Digital Holdings, LLC, which we refer to as “DDH LLC,” and, unless otherwise stated, its subsidiaries.

“Colossus Media” refers to Colossus Media, LLC, the sell-side marketing platform of our business acquired by the Company in 2018, operating under the trademarked banner of Colossus SSP™.

“DDH LLC” refers to Direct Digital Holdings LLC, a Texas limited liability company jointly owned by the Company and DDM (as defined below).

“DDM” refers to Direct Digital Management, LLC, a Delaware limited liability company indirectly owned by Mark Walker, our Chairman and Chief Executive Officer, and Keith Smith, our President, which entity owns LLC Units (as defined below) and which also holds noneconomic shares of Class B Common Stock of DDH. DDM may exchange or redeem its LLC Units for shares of our Class A Common Stock as described in Item 13 “Certain Relationships and Related Person Transactions, and Director Independence,” together with a cancellation of the same number of its shares of Class B Common Stock.

“Huddled Masses®” refers to Huddled Masses, LLC, a buy-side advertising and marketing service provider acquired by the Company in 2018.

“LLC Units” refers to (i) economic nonvoting units in DDH LLC held by us and DDM and (ii) noneconomic voting units in DDH LLC, 100% of which are held by us.

“Orange 142®” refers to Orange142, LLC, a buy-side advertising and marketing service provider acquired by the Company in 2020.

“Tax Receivable Agreement” refers to the tax receivable agreement by and among Direct Digital Holdings, DDH LLC and DDM. See Item 13 “Certain Relationships and Related Person Transactions, and Director Independence” for additional information.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.