---
schema_version: "secwatch.filing_event.v1"
accession: "0001880613-25-000144"
form_type: "8-K"
ticker: "DRCT"
cik: "0001880613"
company_name: "Direct Digital Holdings, Inc."
filed_at: "2025-11-26T23:59:59+00:00"
generated_at: "2026-05-16T16:36:57.979247+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Direct Digital issues up to 50M shares to settle $3M vendor payable claims

## Summary
- Issued up to 50,000,000 shares to Continuation Capital to settle $3,020,932 in vendor payable claims.
- Settlement price set at 76% of lower of VWAP or average of four lowest closing prices in a 5-day valuation period.
- Paid additional 95,000 shares as a settlement fee upon agreement execution.
- Court approved settlement on Nov 21, 2025; shares exempt from registration under Section 3(a)(10).

## SEC filing metadata
- accession: 0001880613-25-000144
- form_type: 8-K
- ticker: DRCT
- cik: 0001880613
- company_name: Direct Digital Holdings, Inc.
- filed_at: 2025-11-26T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 3.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1880613/000188061325000144/0001880613-25-000144-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1880613/000188061325000144/drct-20251120.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001880613-25-000144
- JSON: https://secwatch.observer/filing/0001880613-25-000144.json
- Plain text: https://secwatch.observer/filing/0001880613-25-000144.txt

## Key facts
- Equity Issuances
  Direct Digital Holdings, Inc. issued up to 50,000,000 shares of Class A Common Stock of common stock to Continuation Capital, Inc. for release of certain claims held by Continuation Capital related to third party vendor payables separately assigned to Continuation Capital in the amount of $3,02.
  - Security: common stock
  - Shares: up to 50,000,000 shares of Class A Common Stock
  - Purchaser: Continuation Capital, Inc.
  - Consideration: release of certain claims held by Continuation Capital related to third party vendor payables separately assigned to Continuation Capital in the amount of $3,02
  source text: On November 20, 2025, Direct Digital Holdings, Inc. (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with Continuation Capital, Inc. (“Continuation Capital”), pursuant to which we agreed to issue up to 50,000,000 shares of Class A Common Stock (the “Exchange Shares”) in exchange for the release of certain claims held by Continuation Capital related to third party vendor payables separately assigned to Continuation Capital in the amount of $3,020,932.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1880613/000188061325000144/0001880613-25-000144-index.htm
- Equity Issuances
  Direct Digital Holdings, Inc. issued 95,000 shares of Class A Common Stock of common stock to Continuation Capital, Inc. for settlement fee.
  - Security: common stock
  - Shares: 95,000 shares of Class A Common Stock
  - Purchaser: Continuation Capital, Inc.
  - Consideration: settlement fee
  source text: Additionally, as partial consideration for the entry into the Settlement Agreement, the Company paid Continuation Capital a settlement fee of 95,000 shares of Class A Common Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1880613/000188061325000144/0001880613-25-000144-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.