Direct Digital Holdings, Inc. 8-K Filing Summary

This filing reports on several key events for Direct Digital Holdings, Inc. Firstly, on May 15, 2026, the company entered into the Twelfth Amendment and Waiver to its Term Loan and Security Agreement. This amendment adjusts the minimum consolidated EBITDA requirement to $200,000 for the fiscal quarter ending June 30, 2026, and removes the minimum revenue requirement for the sell-side advertising business. It also includes waivers for past non-compliance with financial covenants and interest payment. Secondly, on May 18, 2026, the Company entered into a letter agreement with Roth Principal Investments, LLC, modifying their existing Common Stock Purchase Agreement. This modification requires Roth Principal Investments to reimburse the Company for expenses related to each Purchase, amounting to 0.6% of the VWAP. Lastly, the company is updating its Annual Report on Form 10-K for the year ended December 31, 2025, to reflect a change in its reportable segments from "buy-side and sell-side" to a single consolidated segment called "digital marketing." This change aligns with the chief operating decision maker's evaluation and affects all periods presented. The company also effected a 4-to-1 reverse stock split on April 27, 2026, and all prior period information has been recast to reflect these changes.