Direct Digital Holdings sells 800K shares of Class A common for ~$1.1M in unregistered deals

Direct Digital Holdings, Inc.

Dec 31, 2024 – Jan 6, 2025: sold 400K shares to New Circle for $620,371 cash (after $25,849 discount).
Jan 6–7, 2025: sold additional 400K shares to New Circle for $488,145 cash (after $20,335 discount).
Each tranche exceeded 5% of outstanding shares, triggering Item 3.02 disclosure.
Shares issued under Equity Reserve Facility; relied on Section 4(a)(2) exemption for accredited investor.

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