drct-20260209

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): February 9, 2026

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 8.01 Other Events.

As previously reported, on January 12, 2026, Direct Digital Holdings, Inc. (the “Company”) effected a 55-to-1 reverse stock split (the “Reverse Stock Split”) of the Company's shares of Series A common stock, $0.001 par value and Series B common stock, $0.001 par value. To reflect the Reverse Stock Split, the audited financial statements of the Company for the years ended December 31, 2024 and 2023 and the related notes thereto and the unaudited financial statements of the Company for the three and nine months ended September 30, 2025 and 2024 have been recast and are filed herewith as Exhibit 99.1. There have been no other changes to such financial statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX


Exhibit No.						Description
23.1						Consent of BDO USA, P.C., independent registered public accounting firm.
99.1						Audited recasted financial statements of Direct Digital Holdings, Inc. as of and for the years ended December 31, 2024 and 2023 and unaudited recasted financial statements of Direct Digital Holdings, Inc. as of and for the th ree and nine months ended September 30, 2025 and 2024.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.


February 9, 2026 (Date)			Direct Digital Holdings, Inc. (Registrant)

			/s/ DIANA P. DIAZ
			Diana P. Diaz Chief Financial Officer

Direct Digital Holdings Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits