Direct Digital Holdings sells 2.3M shares for $1.39M under equity facility to New Circle

Direct Digital Holdings, Inc.

Since April 8 through May 13, 2025, sold 2,300,000 Class A shares at aggregate $1,387,015 cash after $57,795 discount.
Shares sold to New Circle Principal Investments LLC under previously disclosed Equity Reserve Facility and Purchase Agreement.
Sale triggered disclosure because aggregate shares exceeded 5% of outstanding Class A common stock as of April 8, 2025.
Issuance relied on Section 4(a)(2) exemption; New Circle represented as accredited investor.
Transaction is dilutive to existing shareholders with no stated use of proceeds.

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