Item 5. Other Information
ITEM 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6. Exhibits
Exhibit No. Description Form File Number Date Exhibit No. Filed or Furnished herewith
3.1 Amended and Restated Certificate of Incorporation of Direct Digital Holdings, Inc.
8-K 001-41261 February 16, 2022 3.1
3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Direct Digital Holdings, Inc.
8-K 001-41261 June 10, 2025 3.1
3.3 Certificate of Designation of Series A Convertible Preferred Stock
8-K 001-41261 August 11, 2025 3.1
3.4 Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock
8-K 001-41261 October 20, 2025 3.1
3.5 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Direct Digital Holdings, Inc.
X
3.6 Amended and Restated Bylaws of Direct Digital Holdings, Inc.
8-K 001-41261 February 16, 2022 3.2
10.1 Amendment to Term Loan and Security Agreement, dated August 8, 2025, by and among 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 August 11, 2025 10.1
10.2 Letter Agreement, dated August 8, 2025, by and among Direct Digital, LLC, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, and Direct Digital Holdings, Inc. and Lafayette Square Loan Servicing, LLC and Lafayette Square USA, Inc.
8-K 001-41261 August 11, 2025 10.2
10.3 Amendment to Term Loan and Security Agreement, dated September 8, 2025, by and among 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 September 12, 2025 10.1
10.4 Ninth Amendment to Term Loan and Security Agreement, dated October 14, 2025, by and among 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 20, 2025 10.1
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10.5 Letter Agreement, dated October 14, 2025, by and among Direct Digital, LLC, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, and Direct Digital Holdings, Inc. and Lafayette Square Loan Servicing, LLC and Lafayette Square USA, Inc.
8-K 001-41261 October 20, 2025 10.2
10.6 Amendment No. 1 to Share Purchase Agreement by and between Direct Digital Holdings, Inc. and New Circle Principal Investments LLC, dated October 24, 2025.
8-K 001-41261 October 30, 2025 10.1
10.7 Tenth Amendment to Term Loan and Security Agreement, dated October 28, 2025, by and among 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 30, 2025 10.2
10.8 Letter Agreement, dated October 28, 2025, by and among Direct Digital, LLC, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, and Direct Digital Holdings, Inc. and Lafayette Square Loan Servicing, LLC and Lafayette Square USA, Inc.
8-K 001-41261 October 30, 2025 10.3
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
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 Label Linkbase X
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101.PRE* Inline XBRL Extension Presentation Linkbase X
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X
________________________________________________
* 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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SIGNATURES
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 thereunto duly authorized.
Date: November 12, 2025
DIRECT DIGITAL HOLDINGS, INC.
By: /s/ Diana P. Diaz
DIANA P. DIAZ
Chief Financial Officer
(Duly Authorized Signatory, Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.