What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-28 · 161 added, 128 removed, 574 unchanged (33% of the section changed)

17 unchanged sentences

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based on this evaluation,

management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2024 due to the material weakness described below.

We identified a material weakness in our controls over the technical evaluation of accounting matters that existed as of December 31, 2023 and 2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025 due to the material weakness described below.

We identified previously a material weakness in our controls over the technical evaluation of accounting matters that existed as of December 31, 2023 and 2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness is a result of our processes and related controls not operating effectively related to the technical evaluation of accounting matters.

As previously reported and as currently disclosed in the Company’s consolidated financial statements, the Company identified certain prior period accounting errors.

As previously reported, the Company identified certain prior year accounting errors.

There were no material misstatements as a result of this material weakness;

1 unchanged sentence

Due to the material weakness, we have concluded that our internal control over financial reporting was not effective as of December 31, 2025.

Management’s Plan to Remediate the Material Weakness

Management has implemented remediation steps to address the material weakness and to improve our internal control environment.

Specifically, in late 2023, the Company engaged consultants to assist in identifying and testing the design of control over business processes.

The first phase of this project was completed in the first quarter of 2024 and continued through the remainder of 2024.

The Company believes significant progress was made in 2024 to enhance and strengthen its internal controls over the evaluation of technical accounting matters, including hiring additional qualified accounting personnel and enhancing controls related to assessment and documentation of technical acco unting matters.

However, these internal controls were not in all cases in place for a sufficient period of time to demonstrate operating effectiveness as of December 31, 2024.

As a result, the Company’s management concluded that the material wea kness related to the technical evaluation of accounting matters was not fully remediated as of December 31, 2024.

Management’s Plan to Remediate the Previously Reported Material Weaknesses

Management has implemented remediation steps to address the material weakness and to improve our internal controls.

Specifically, in late 2023, the Company engaged consultants to assist with identifying and testing the design of

controls over business processes.

The first phase of the project was completed in the first quarter of 2024 and continued through the remainder of 2024.

The second phase of the project, which consists of strengthening and enhancing its internal controls over the evaluation of technical accounting matters, including hiring additional qualified accounting personnel and enhancing controls related to assessment and documentation of technical accounting matters started in 2024 and is still in progress to this date.

As a result, the Company’s management concluded that the material weakness related to the technical evaluation of accounting matters was not fully remediated as of December 31, 2025.

The Company will continue the engagement with outside consultants to review the revised control processes and procedures.

Our management, including our CEO and CFO, has concluded that, notwithstanding the identified material weaknesses in our internal control over financial reporting, the financial statements fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S.

Remediation of Previously Reported Material Weakness

During the year ended December 31, 2024, the Company completed its efforts to remediate the material weaknesses identified in 2023 related to internal controls over (1) the segregation of duties within the journal entry process and (2) the access to program and change management within our information technology environment.

Upon completion of those efforts, the Company concluded that the material weaknesses had been remediated as of December 31, 2024.

As part of those remediation efforts, the Company implemented remediation actions during 2024 that included implementing new controls over the journal entry process and enhancing the design of certain internal control procedures related to the access to program and change management within the Company's information technology environment.

Changes in Internal Controls Over Financial Reporting

Other than as discussed above, there were no changes in internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control system over financial reporting.

There were no changes in internal controls over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls system over financial reporting.

Other Information

4 unchanged sentences

The following table sets forth information regarding our executive officers and directors as of the date of this Annual Report on Form 10-K:

Name Age Position(s) Since

Name Age Position(s)

Executive Officers:

Walker 49 Chairman and Chief Executive Officer August 2021

Smith 56 President and Director August 2021

Diaz 61 Chief Financial Officer October 2023

Anu Pillai 55 Chief Technology Officer March 2021

Maria Vilchez Lowrey 43 Chief Growth Officer August 2022

Walker 50 Chairman of the Board of Directors and Chief Executive Officer

Smith 57 President and Director

Diaz 62 Chief Financial Officer

Anu Pillai 56 Chief Technology Officer

Maria Vilchez Lowrey 44 Chief Growth Officer

Non-Employee Directors:

Richard Cohen 74 Director December 2021

Richard Cohen 75 Director

Antoinette R.

Leatherberry 63 Director December 2021

Mistelle Locke 48 Director January 2023

Leatherberry 64 Director

Mistelle Locke 49 Director

Executive Officers

Walker is a co-founder of the Company and became our Chairman and Chief Executive Officer on August 23, 2021 and, from 2018 until August 22, 2021, served in the role of Managing Partner of Direct Digital Holdings LLC, a subsidiary of the Company and our holding company prior to the completion of our initial public offering.

Prior to founding Direct Digital with Mr.

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Smith also has over six years of legal experience as an attorney and has served on the

boards of numerous portfolio companies.

boards of directors of numerous portfolio companies.

We believe that Mr.

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Jones Graduate School of Management.

Pillai was named Chief Technology Officer of Direct Digital in March 2021.

Pillai became our Chief Technology Officer in March 2021.

Pillai brings extensive experience in defining and executing new product development solutions as well as large enterprise IT implementations and has successfully led global projects with complete responsibility for cross-functional teams in program management, product design, software development, system architecture, cybersecurity, integration and implementation.

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Prior to that, Ms.

Pillai held leadership roles with leading Fortune 50 technology and infrastructure companies, such as General Electric, from 2005 to 2007, where she served as an IT leaser;

Pillai held leadership roles with leading Fortune 50 technology and infrastructure companies, such as General Electric, from 2005 to 2007, where she served as an IT leader;

Intel Corporation, from 2000 to 2003, where she served as a Senior Software Engineer;

3 unchanged sentences

Maria Vilchez Lowrey.

Lowrey was named Chief Growth Officer of Direct Digital in August 2022.

Lowrey became our Chief Growth Officer in August 2022.

Lowrey is responsible for leading business development, channel development, and integrating the management of brand related marketing activities across Direct Digital’s portfolio of brands.

22 unchanged sentences

Cohen has also served as a partner with Novation Capital from July 2001 to August 2012 until its sale to a private equity firm.

He has served as a member of numerous boards and committees, including as a member of the audit committee of Rodman and Renshaw, an investment banking firm, from July 2008 to August 2012, and as a member of the board of directors of Great Elm Capital Corp., a public company which operates as a management investment company, since March 2022;

GECC), a public company which operates as a management investment company, since March 2022;

Smart for Life, Inc.

SMFL), a public company which develops, manufactures and sells nutritional and related products, from February 2022 to August 2022;

20/20 GeneSystems Inc., a private company in the digital diagnostics sector, since 2018;

20/20 BioLabs, Inc.

AIDX), a public company in the digital diagnostics sector, since 2018;

Ondas Networks, Inc.

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Mistelle Locke.

Locke was appointed to our Board in January 2023, upon the recommendation of the Nominating and Corporate Governance Committee.

Locke served as an advisor to the Board from February 2022 through January 2023.

Locke became a member of our board of directors in January 2023.

Locke served as an advisor to our board of directors from February 2022 through January 2023.

She previously served as Chief Marketing Officer for industry leader Dentsu Media.

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Family Relationships

There are no family relationships between or among any of our directors or executive officers.

No executive officer is related by blood, marriage or adoption to any other director or executive officer.

Involvement in Certain Legal Proceedings

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The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

A copy of our insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

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SEC rules require us to disclose late filings of initial reports of stock ownership and changes in stock ownership by our directors, executive officers and 10% stockholders.

Based solely on a review of copies of the Forms 3, 4 and 5 furnished to us by reporting persons and any written representations furnished by certain reporting persons, we believe that during the fiscal year ended December 31, 2024, all Section 16(a) filing requirements applicable to our directors, executive officers and 10% stockholders were completed in a timely manner, except for one Form 4 filing relating to one transaction completed by Mistelle Locke, one of our independent directors, that was not filed timely due to administrative error.

Based solely on a review of copies of the Forms 3, 4 and 5 furnished to us by reporting persons and any written representations furnished by certain reporting persons, we believe that during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to our directors, executive officers and 10% stockholders were completed in a timely manner, except that (i) Mark Walker, Chairman and Chief Executive Officer, filed five late Form 4s, reporting six transactions;

(ii) Keith Smith, President and Director, filed four late Form 4s, reporting five transactions;

(iii) Diana Diaz, Chief Financial Officer, filed one late Form 4, reporting two transactions;

(iv) Maria Vilchez Lowrey, Chief Growth Officer, filed two late Form 4s, reporting three transactions;

(v) Anu Pillai, Chief Technology Officer, filed two late Form 4s, reporting three transactions;

(vi) Mistelle Locke, Director, filed one late Form 4, reporting two transactions;

and (vii) Direct Digital Management, LLC, a 10% beneficial owner, filed three late Form 4s, reporting eight transactions.

These late filings were due to administrative errors.

All required reports have now been filed and the Company is working to improve its process for future filings.

Executive Compensation

2 unchanged sentences

• Mark Walker, Chairman and Chief Executive Officer;

• Keith Smith, President and Director;

• Keith Smith, President;

Diaz, Chief Financial Officer.

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(2) These amounts represent cash stipends to be used for individual benefits of the executive’s choosing.

Diaz was employed by Vaco, LLC, a consulting firm, to which we paid a total of $290,000 in fees for fiscal year 2023, prior to Ms.

Diaz joining the Company in October 2023.

Annual Incentive Program

1 unchanged sentence

Under this program, each participating executive has a target annual incentive amount and may earn between zero and 150% of that target amount based on the Company’s achievement of specified goals for revenue and EBITDA performance.

For 2024 and 2023, Messrs.

For 2025, Messrs.

Walker and Smith and Ms.

Diaz had target annual incentive amounts equal to 75%, 75% and 50% of their base salaries, respectively.

Based on 2023 corporate performance, they each earned annual incentive payouts equal to 85% of their target amounts.

The earned annual incentive payouts in 2024 for 2023 performance are reported in the Summary Compensation Table above under the heading “Non-Equity Incentive Plan Compensation” and were paid in cash.

The earned annual incentive payouts for 2023 were paid in 2024 in the form of unrestricted shares of our common stock.

Based on 2025 corporate performance, there were no payouts for 2025.

Executive Employment Agreements with our Named Executive Officers

In May 2025, our subsidiary DDH LLC entered into amended and restated employment agreements (“Restated Agreements”) with each of Messrs.

Walker and Smith and Ms.

Diaz have each entered into employment agreements with our subsidiary DDH LLC.

The employment agreements set forth their annual base salaries of $500,000, $500,000 and $350,000, respectively, their eligibility for annual bonuses and long-term incentive awards, the at-will nature of their employment, certain expense reimbursements, and their eligibility to participate in our benefit plans generally.

In addition, the employment agreements include customary non-competition, non-solicitation, non-disparagement, confidentiality, and intellectual property covenants.

The severance provisions of each executive’s employment agreement are substantially the same.

If the executive’s employment ceases for any reason, the executive will be entitled to receive (i) accrued but unpaid base salary through the termination date, (ii) reimbursement for any unreimbursed and reasonable business expenses incurred through the termination date consistent with the expense reimbursement policy of DDH LLC, (iii) payout of accrued but unpaid paid-time-off days, if required by applicable law;

and (iv) any other payments, benefits, or fringe benefits to which he or she is entitled as of the termination date under any applicable plan, program or grant.

In addition, if the executive’s employment is terminated by DDH LLC without “cause” or by the executive for “good reason”, in either case prior to a “change in control” (as those terms are defined in the executive’s employment agreement), the executive will be entitled to continuation of his or her base salary for twelve months.

However, if such termination without cause or resignation with good reason occurs upon or following a Change in Control, the executive’s period of base salary continuation will be extended from twelve to twenty-four months and the executive will also be entitled to a lump sum payment equal to his or her target bonus for the year of separation.

In each case, these severance payments will be conditioned on the executive’s execution of a general release of claims.

Under the Restated Agreements, the annual base salaries of each of Messrs.

Walker and Smith and Ms.

Diaz remain unchanged at $500,000, $500,000 and $350,000, respectively.

In addition, these executives will continue to be eligible for annual cash bonuses and periodic equity awards, as determined by the compensation committee of our board of directors.

Each of the Restated Agreements provides for severance benefits upon a cessation of the executive’s employment due to a termination by the Company without cause or a resignation by the executive for good reason.

In the case of such a severance event, other than upon or within two years following a change in control, the executive will receive twelve months of base salary continuation.

If the severance event occurs upon or within two years following a change in control, the executive will instead receive twenty-four months of base salary continuation and a lump sum payment equal to two times his or her target annual bonus opportunity for the year of termination.

In each case, the severance benefits are conditioned on the executive’s execution of a general release of claims.

The Restated Agreements contain customary provisions regarding confidentiality and ownership of intellectual property, and include non-competition and non-solicitation covenants that continue for twelve months following termination of employment (or eighteen months, if such termination occurs upon or within two years following a change in control).

Equity Awards

1 unchanged sentence

The size and other terms of equity awards are determined by the compensation committee of our board of directors, in their discretion.

On March 20, 2023, the compensation committee granted to each of Messrs.

Walker and Smith:

(i) 40,000 RSUs vesting on March 20, 2024, and (ii) 29,910 RSUs vesting in three equal annual installments, on March 20, 2024, March 20, 2025 and March 20, 2026.

During 2024, shares of Class A Common Stock were issued in respect of the portion of these RSUs vesting on March 20, 2024.

However, in December 2024, the Company rescinded the issued shares (and the related RSUs) at the request of the grantees.

The rescissions did not affect the portion of the 2023 RSUs vesting on March 20, 2025 and March 20, 2026, which RSUs remain outstanding.

In 2024, the compensation committee opted to pay the named executive officers’ earned 2023 annual incentives in shares of unrestricted Class A Common Stock, based on the weighted average closing price of our Class A Common Stock for the period December 1, 2023 through March 11, 2024.

Otherwise, no equity awards were granted to the named executive officers in 2024.

On January 24, 2025 and April 1, 2025, the compensation committee granted RSUs and stock options to the named executive officers to encourage their retention and continued efforts on behalf of the Company.

Walker and Smith each received:

(i) 818 RSUs and stock options in respect of 818 shares of our Class A Common Stock, each vesting on January 24, 2026, and (ii) 818 RSUs and stock options in respect of 818 shares of our Class A Common Stock, each vesting in three equal annual installments, on April 1, 2026, April 1, 2027 and April 1, 2028.

Diaz received:

(i) 409 RSUs and stock options in respect of 409 shares of our Class A Common Stock, each vesting on January 24, 2026, and (ii) 409 RSUs and stock options in respect of 409 shares of our Class A Common Stock, each vesting in three equal annual installments, on April 1, 2026, April 1, 2027 and April 1, 2028.

Outstanding Equity Awards at Fiscal Year End

2 unchanged sentences

Exercisable (#) Number of

Unexercisable (#)(1) Option/

Price ($) Option/

Unexercisable (#) (1)

Option / Warrant

Price ($) Option / Warrant

Date Number of

Vested (#)(2) Market

Vested (#) (2)

Vested ($) (3)

Mark Walker 1,107 — (4) $ 89.10 6/10/2032 — $ —

Chairman and Chief Executive Officer 363 181 (5) $ 217.80 3/20/2033 181 (5) $ 637

Keith Smith President 40,600 20,300 (3) $ 1.62 6/10/2032 20,300 $ 32,886

— 818 (7) $ 75.90 1/24/2035 818 (7) $ 2,879

— 818 (8) $ 35.20 4/1/2035 818 (8) $ 2,879

Keith Smith 1,107 — (4) $ 89.10 6/10/2032 — $ —

President 363 181 (5) $ 217.80 3/20/2033 181 (5) $ 637

— 818 (7) $ 75.90 1/24/2035 818 (7) $ 2,879

— 818 (8) $ 35.20 4/1/2035 818 (8) $ 2,879

Diana Diaz 226 113 (6) $ 135.30 10/16/2033 113 (6) $ 398

Chief Financial Officer — 409 (7) $ 75.90 1/24/2035 409 (7) $ 1,440

(1) Options vest in equal annual installments over the three years after the option grant date.

Each option is subject to the condition that the optionee will have remained employed by the Company, or any one or more of its subsidiaries, through such vesting dates.

— 409 (8) $ 35.20 4/1/2035 409 (8) $ 1,440

(1) The option granted on January 24, 2025 cliff vested on the first anniversary of the grant date.

The other options listed in this table vest in equal annual installments over the three years after the option grant date.

The vesting of each option is generally subject to the condition that the optionee will have remained employed by the Company, or any one or more of its subsidiaries, through the applicable vesting date.

The relevant grant dates are indicated in the footnotes below.

(2) Restricted stock units vest in equal annual installments over the three years after the restricted stock unit grant date.

Each restricted stock unit is subject to the condition that the recipient will have remained employed by the Company, or any one or more of its subsidiaries, through such vesting dates.

(2) The restricted stock units granted on January 24, 2025 cliff vested on the first anniversary of the grant date.

The other restricted stock unit awards listed in this table vest in equal annual installments over the three years after the restricted stock unit grant date.

The vesting of each restricted stock unit is generally subject to the condition that the recipient will have remained employed by the Company, or any one or more of its subsidiaries, through the applicable vesting date.

The relevant grant dates are indicated in the footnotes below.

(3) In accordance with SEC rules, the market value of shares in this column is based on the closing price of our Class A Common Stock on December 31, 2025 ($3.52 per share).

(4) The grant date of this award was June 10, 2022.

1 unchanged sentence

(6) The grant date of this award was October 16, 2023.

(7) The grant date of this award was January 24, 2025.

(8) The grant date of this award was April 1, 2025.

Stock Option Grant Timing

The Company did not grant stock options or similar instruments to its named executive officers during 2024.

The Company has no set policy or practice regarding the timing of stock option awards or similar instruments in relation to the disclosure of material nonpublic information.

In general, the timing of stock option awards is dictated by the event or circumstance giving rise to the award and the schedules of the directors responsible for approving the award.

If, in the future, a stock option grant is made at a time that material nonpublic information exists, the directors approving the

award would be responsible for considering the anticipated effect of that information on our stock price and would take such effect into account when sizing and pricing the award.

If a stock option grant is made at a time that material nonpublic information exists, the directors approving the award consider the anticipated effect of that information on our stock price and take such effect into account when sizing and pricing the award.

Clawback Policy

1 unchanged sentence

The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement.

The policy is administered by the Company’s Board of Directors or, if so designated by the Board of Directors, a committee of the Board of Directors.

Any determinations made by the Board of Directors or a committee to which the Board’s authority under the Clawback Policy has been delegated shall be final and binding on all affected individuals.

The policy is administered by our board of directors or, if so designated by our board of directors, a committee of our board of directors.

Any determinations made by our board of directors or a committee to which the board’s authority under the Clawback Policy has been delegated shall be final and binding on all affected individuals.

Director Compensation

9 unchanged sentences

(2) Unvested restricted stock unit awards held by our non-employee directors as of December 31, 2025 are summarized in the following table:

Name Shares to Award

(#) Grant Date

Richard Cohen 16,462 June 10, 2022

16,410 June 12, 2023

Name Shares Subject to Outstanding Awards

Richard Cohen 1,149

Antoinette R.

Leatherberry 16,462 June 10, 2022

16,410 June 12, 2023

Mistelle Locke 14,493 January 16, 2023

16,410 June 12, 2023

Leatherberry 1,149

Mistelle Locke 1,281

Our non-employee director compensation policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors.

3 unchanged sentences

All non-employee members $ 40,000

Additional retainer for non-executive chairperson $ 20,000

Additional retainer for lead independent director $ 20,000

Audit Committee:

4 unchanged sentences

Additional retainer for chair $ 3,500

These fees are payable in four equal quarterly installments, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our board of directors or any committee of the board of directors.

We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending our board of directors and committee meetings.

In February 2025, the Compensation Committee of the Board of Directors increased the annual retainer payable to all non-employee members of the Board of Directors from $30,000 to $40,000 effective January 1, 2025.

The above described amounts reflect the Board of Directors’ approval in February 2025 of an increase in the annual retainer payable to all non-employee members of the Board of Directors from $30,000 to $40,000 effective as of January 1, 2025.

Equity Awards

1 unchanged sentence

However, our board of directors has in recent years approved annual awards of restricted stock units to our non-employee directors.

Those awards generally vest over a period of time, typically one to three years and subject to the continued service of the grantee, although vesting may accelerate in certain circumstances, such as in connection with a change in control.

For 2025, our board of directors approved two grants of restricted stock unit to our non-employee directors, totaling 1,000 restricted stock units (on a split-adjusted basis) per non-employee director.

The first award, granted in January 2025, was a special recognition grant while the second award, granted in June 2025, was the 2025 annual grant to non-employee board members.

Those awards generally vest (subject to the continued service of the grantee) on the first anniversary of grant, although vesting may accelerate in certain circumstances, such as in connection with a change in control.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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The shares of Class B Common Stock have no economic rights, but each share entitles the holder to one vote per share on all matters on which stockholders of Direct Digital Holdings are entitled to vote generally.

The voting power afforded to the DDM by its shares of Class B Common Stock will be automatically and correspondingly reduced as it exchanges shares of Class B Common Stock, together with a corresponding number of LLC Units, as applicable, for shares of Class A Common Stock of Direct Digital Holdings.

The voting power afforded to DDM by its shares of Class B Common Stock will be automatically and correspondingly reduced as it exchanges shares of Class B Common Stock, together with a corresponding number of LLC Units, as applicable, for shares of Class A Common Stock of Direct Digital Holdings.

See Item 13 “Certain Relationships and Related Person Transactions, and Director Independence — DDH LLC Agreement.”

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2,740 shares of Class A Common Stock that can be acquired by Mr.

Walker upon the exercise of stock options that are vested or vesting within 60 days of the Measurement Date.

Walker upon the exercise of stock options that are vested or vesting within 60 days of the Determination Date.

(4) Includes:

2,740 shares of Class A Common Stock that can be acquired by Mr.

Smith upon the exercise of stock options that are vested or vesting within 60 days of the Measurement Date.

Smith upon the exercise of stock options that are vested or vesting within 60 days of the Determination Date.

(5) Includes:

770 shares of Class A Common Stock that can be acquired by Ms.

Diaz upon the exercise of stock options that are vested or vesting within 60 days of the Measurement Date.

Diaz upon the exercise of stock options that are vested or vesting within 60 days of the Determination Date.

(6) Includes:

155,947 shares of Class A Common Stock that can be acquired by all executive officers and directors upon the exercise of stock options that are vested or vesting within 60 days of the Measurement Date.

8,119 shares of Class A Common Stock that can be acquired by all executive officers and directors upon the exercise of stock options that are vested or vesting within 60 days of the Determination Date.

Equity Compensation Plan Information

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We intend to treat such redemptions or exchanges of LLC Units as the direct purchase of LLC Units by Direct Digital Holdings from DDM for U.S.

federal income and other applicable tax purposes, regardless of whether such LLC Units are surrendered by DDM to DDH LLC for redemption or

sold to Direct Digital Holdings upon the exercise of our election to acquire such LLC Units directly.

federal income and other applicable tax purposes, regardless of whether such LLC Units are surrendered by DDM to DDH LLC for redemption or sold to Direct Digital Holdings upon the exercise of our election to acquire such LLC Units directly.

A Basis Adjustment may have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities to the extent that we have positive taxable income in a future tax period that is offset by tax depreciation or amortization deductions arising from such Basis Adjustment.

3 unchanged sentences

DDH LLC has, in effect, an election under Section 754 of the Code effective for each taxable year in which a redemption or exchange (including deemed exchange) of LLC Units for shares of our Class A Common Stock occurs.

These Tax Receivable Agreement payments are not conditioned upon any continued ownership interest in either DDH LLC or us by DDMs.

These Tax Receivable Agreement payments are not conditioned

upon any continued ownership interest in either DDH LLC or us by DDMs.

The rights of DDM under the Tax Receivable Agreement are assignable to transferees of its LLC Units (other than Direct Digital Holdings as transferee pursuant to subsequent redemptions (or exchanges) of the transferred LLC Units);

13 unchanged sentences

Short term $ 41 $ 41

Long term — 5,201

Total liability related to tax receivable agreement $ 41 $ 41

5 unchanged sentences

however, the Tax Receivable Agreement may be terminated by us pursuant to an early termination procedure that requires us to pay DDM an agreed upon amount equal to the estimated present value of the remaining payments to be made under the agreement (calculated based on certain assumptions, including regarding tax rates and utilization of the Basis Adjustments).

For the year ended December 31, 2024, $5.2 million was recognized as income under other income (expense) due to the derecognition of the TRA liability as a valuation allowance was recorded against the deferred taxes associated with the Tax Receivable Agreement.

The payment obligations under the Tax Receivable Agreement are obligations of Direct Digital Holdings and not of DDH LLC.

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Under the rules of The Nasdaq Capital Market, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee:

(1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries;

8 unchanged sentences

Audit Fees and Services

As previously reported, the Audit Committee appointed BDO USA, P.C.

The Audit Committee appointed BDO USA, P.C.

to serve as the Company’s registered public accounting firm for fiscal years ended December 31, 2025 and 2024.

4 unchanged sentences

Audit Fees (1) (BDO USA, P.C.) $ 1,123,575 $ 895,305

Audit-Related Fees (2) — —

Total Fees $ 1,123,575 $ 895,305

2 unchanged sentences

for the audits of our annual consolidated financial statements, the reviews of our interim consolidated financial statements, and related services that are normally provided in connection with statutory and regulatory filings or engagements.

(2) Audit-related fees consist of fees for assurance and related services performed by BDO USA, P.C.

that are reasonably related to the performance of the audit or review of our financial statements and are traditionally performed by the independent registered public accounting firm.

These include services related to consultation with respect to special procedures required to meet certain regulatory requirements.

Predecessor Audit Fees and Services

Marcum LLP was our independent registered public accounting firm for the year ended December 31, 2022.

The following table summarizes the fees Marcum LLP billed to us for the last two fiscal years.

Years Ended December 31,

Fee Category 2024 2023

Audit Fees (1) (Marcum LLP) $ 119,069 $ 596,885

Audit-Related Fees (2) — 46,378

Total Fees $ 119,069 $ 643,263

_________________________________________________________

(1) Audit fees consist of fees billed for professional services rendered by Marcum LLP for the audits of our annual consolidated financial statements, the reviews of our interim consolidated financial statements, and related services that are normally provided in connection with statutory and regulatory filings or engagements.

(2) Audit-related fees consist of fees for assurance and related services performed by Marcum LLP that are reasonably related to the performance of the audit or review of our financial statements and are traditionally performed by the independent registered public accounting firm.

These include services related to consultation with respect to special procedures required to meet certain regulatory requirements.

Audit Committee Pre-Approval Policies and Procedures

1 unchanged sentence

All of the fees paid to BDO USA, P.C.

and Marcum LLP in the years ended December 31, 2024 and 2023 were pre-approved by the audit committee.

in the years ended December 31, 2025 and 2024 were pre-approved by the audit committee.

Exhibits and Financial Statement Schedules

15 unchanged sentences

8-K 001-41261 February 16, 2022 3.1

3.2 Certificate of Amendment, filed June 10, 2025.

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.

10-Q 001-41261 November 12, 2025 3.5

3.6 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Direct Digital Holdings, Inc.

8-K 001-41261 January 12, 2026 3.1

3.7 Amended and Restated Bylaws of Direct Digital Holdings, Inc.

3 unchanged sentences

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 .

7 unchanged sentences

DEF 14A 001-41261 November 15, 2024 Annex A

10.5+ Amendment to Direct Digital H old ings, Inc.

2022 Omnibus Incentive Plan.

S-8 333-293397 January 17, 2025 99.2

10.6+ Amendment to Direct Digital Holdings, Inc.

2022 Omnibus Incentive Plan.

8-K 001-41261 January 6, 2026 10.1

10.7+ Form of Direct Digital Holdings, Inc.

Employee Restricted Stock Unit Award Agreemen t.

Employee Restricted Stock Unit Award Agreement.

8-K 001-41261 June 13, 2022 10.1

10.8 + Form of Direct Digital Holdings, Inc.

Employee Nonqualified Stock Option Award Agreemen t.

Employee Nonqualified Stock Option Award Agreement.

8-K 001-41261 June 13, 2022 10.2

10.9+ Form of Direct Digital Holdings, Inc.

Director Restricted Stock Unit Award Agreemen t.

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+ Form of Amended and Restated Employment Agreement applicable to Executive Officers.

8-K 001-41261 May 30, 2025 10.1

10.11+ 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 Lowre y.

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

13 unchanged sentences

8-K 001-41261 January 3, 2025 10.2

10.20 Seventh 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

10.21 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

10.22 Eighth 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

10.23 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

10.24 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

10.25 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 002-41261 October 30, 2025 10.2

10.26 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

10.27 Eleventh Amendment and Waiver to Term Loan and Security Agreement, dated as of January 27, 2026 and effective as of December 31, 2025, by and among Direct Digital, LLC, as borrower, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, and Direct Digital[TPL4.1] Holdings, Inc., as guarantors, and Lafayette Square Loan Servicing, LLC, as administrative agent, and the various lenders thereto.

8-K 001-41261 January 30, 2026 10.1

10.28 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 unchanged sentences

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 lende r.

10.33 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

1 unchanged sentence

8-K 001-41261 January 3, 2025 10.1

10.35 Fifth Amendment to Credit Agreement, dated as of July 17, 2025 but effective as July 7, 2025, 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 July 18, 2025 10.1

10.36 Sixth Amendment to Credit Agreement, dated as of August 5, 2025 but effective as July 31, 2025, 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.

10-Q 001-41261 August 6, 2025 10.3

10.37 Share Purchase Agreement, dated October 18, 2024, between Direct Digital Holdings, Inc.

1 unchanged sentence

8-K 001-41261 October 21, 2024 10.1

10.38 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

10.39 Amendment No.

2 to Share Purchase Agreement by and between Direct Digital Holdings, Inc.

and New Circle Principal Investments LLC, dated January 23, 2026.

8-K 001-41261 January 26, 2026 10.1

10.40 Registration Rights Agreement, dated as of October 18, 2024, between Direct Digital Holdings, Inc.

4 unchanged sentences

19.1 Insider Trading Policy.

10-K 001-41261 March 28, 2025 19.1

21.1 List of Subsidiaries.

7 unchanged sentences

97 Direct Digital Holdings, Inc.

Clawback Polic y.

Clawback Policy.

10-K 001-41261 October 15, 2024 97

37 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures