Direct Digital Holdings Inc-A 2025年度报告

(832) 402-1051(Registrant’s telephone number, including area code) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitionsof “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of March26, 2026, there were 2,803,037 shares of the registrant’s Class A Common Stock outstanding, par value $0.001 per share, and 168,645 shares of the registrant’s Class B Common Stockoutstanding, par value $0.001 per share. The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completedsecond fiscal quarter: $6.5 million. TABLE OF CONTENTS PagePART I.ITEM 1.Business5ITEM 1A.Risk Factors13ITEM 1B.Unresolved Staff Comments35ITEM 1C.Cybersecurity35ITEM 2.Properties36ITEM 3.Legal Proceedings36ITEM 4.Mine Safety Disclosures36PART II.ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities37ITEM 6.[Reserved]37ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations38ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk58ITEM 8.Consolidated Financial Statements and Supplementary Data59ITEM 9.Changes in and Disagreement with Accountants on Accounting and Financial Disclosure91ITEM 9A.Controls and Procedures92ITEM 9B.Other Information93ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections93PART III.ITEM 10.Directors, Executive Officers and Corporate Governance94ITEM 11.Executive Compensation98ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters102ITEM 13.Certain Relationships and Related Person Transactions, and Director Independence104ITEM 14.Principal Accountant Fees and Services108PART IV.ITEM 15.Exhibits and Financial Statement Schedules109ITEM 16.Form 10-K Summary116EXHIBIT INDEX110SIGNATURES117 CERTAIN DEFINITIONS Unless the context requires otherwise, references in this Annual Report on Form 10-K to: •the “Company,” “Direct Digital,” “Direct Digital Holdings,” “DDH,” “we,” “us” and “our” refer to Direct Digital Holdings, Inc., and,unless otherwise stated, all of its subsidiaries, including Direct Digital Holdings, LLC, which we refer to as “DDH LLC,” and, unlessotherwise stated, its subsidiaries. •“Colossus Media” refers to Colossus Media, LLC, the sell-side marketing platform of our business acquired by the Company in 2018,operating under the trademarked banner of Colossus SSP™.•“DDH LLC” refers to Direct Digital Holdings LLC, a Texas limited liability company jointly owned by the Company and DDM (asdefined