Direct Digital sells 700k shares at ~$0.39 each to New Circle for $276k under facility

Direct Digital Holdings, Inc.

Sold 700,000 Class A common shares for $275,993 cash with $8,997 discount since Aug 6, 2025.
Sales made to New Circle Principal Investments LLC under previously disclosed Equity Reserve Facility.
Filing triggered because aggregate shares sold exceeded 5% of outstanding shares as of Aug 6, 2025.
Shares issued in reliance on Section 4(a)(2) accredited investor exemption.
Implies significant dilution at approximately $0.394 per share, indicating need for capital.

item 3.02

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