Direct Digital Holdings sold 1M shares to New Circle for $439,531 under equity facility

Direct Digital Holdings, Inc.

Sold 1,000,000 Class A common shares for $439,531 in cash, net of $18,359 discount.
Purchaser is New Circle Principal Investments LLC, an accredited investor, under previously disclosed Equity Reserve Facility.
Sales triggered 8-K filing because aggregate shares since May 16, 2025 exceeded 5% of outstanding.
Securities issued in reliance on Section 4(a)(2) exemption from registration requirements.

item 3.02

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