Direct Digital Holdings amends loan, waives covenant breaches; consolidates segments

Direct Digital Holdings, Inc.

Term loan amendment: $14.8M outstanding, $0.1M fee, new min. EBITDA covenant $200k for Q2 2026; waives Q1 2026 covenant breaches and April 2026 interest nonpayment.
Roth Principal Investments to reimburse 0.6% of VWAP for each equity draw under committed equity facility (April 28, 2026 agreement).
Reportable segments consolidated from two (buy-side, sell-side) to one (digital marketing) effective Q1 2026; prior periods recast.
4-to-1 reverse stock split of Class A and B common stock effected on April 27, 2026; all prior share and per-share data recast.
Recast audited financial statements for FY2025 and FY2024 filed reflecting segment change and reverse split.

item 1.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Direct Digital Holdings, Inc. amended Letter Agreement with Roth Principal Investments, LLC (effective 2026-05-18).

Action: amendment
Agreement: equity purchase
Counterparty: Roth Principal Investments, LLC
Effective: 2026-05-18

Exact text from the filing

On May 18, 2026, the Company entered into a letter agreement (the “ Letter Agreement ”) with Roth Principal Investments, LLC (“ Roth Principal Investments ”) with respect to the Common Stock Purchase Agreement

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Direct Digital Holdings, Inc. amended Twelfth Amendment and Waiver to Term Loan and Security Agreement with Lafayette Square Loan Servicing, LLC (effective 2026-05-15).

Action: amendment
Agreement: credit facility
Counterparty: Lafayette Square Loan Servicing, LLC
Effective: 2026-05-15

Exact text from the filing

On May 15, 2026, Direct Digital Holdings, LLC (“ DDH LLC ”), as borrower, entered into the Twelfth Amendment and Waiver to Term Loan and Security Agreement

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Direct Digital Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001628280-26-037230

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