Direct Digital Holdings, Inc. 8-K

What Happened

• Direct Digital Holdings, Inc. and its subsidiaries filed an 8-K (May 21, 2026) reporting a Twelfth Amendment and Waiver to the Term Loan and Security Agreement (effective May 15, 2026) for borrower Direct Digital Holdings, LLC and its guarantors. About $14.8 million in term loans remained outstanding immediately prior to the amendment. The Credit Parties agreed to pay a $0.1 million amendment fee on May 31, 2026.
• The Twelfth Amendment changes financial covenants (including a new minimum quarterly consolidated EBITDA requirement), and provides waivers for prior covenant breaches and a missed interest payment. Separately, on May 18, 2026 the Company agreed with Roth Principal Investments to have Roth reimburse the Company for Purchase expenses equal to 0.6% of the VWAP for each equity purchase under the April 28, 2026 Common Stock Purchase Agreement.
• The Company also filed recasted audited financial statements to reflect (1) a change in reportable segments from two segments (buy‑side and sell‑side) to one consolidated segment (digital marketing) effective Q1 2026, and (2) a 4‑for‑1 reverse stock split effected April 27, 2026. The recast statements (Exhibit 99.1) update certain items in the 2025 Form 10‑K for comparability.

Key Details

• Outstanding term loan principal immediately prior to the amendment: $14.8 million.
• Amendment fee: $0.1 million due May 31, 2026.
• New covenant: minimum quarterly consolidated EBITDA of at least $200,000 for the quarter ending June 30, 2026; removal of the minimum sell‑side revenue requirement.
• Roth Principal Investments will reimburse purchase‑related expenses equal to 0.6% of the VWAP for each equity Purchase under the Purchase Agreement.
• Company made a 4‑to‑1 reverse stock split on April 27, 2026 and recast historical financials for the change in segment reporting.

Why It Matters

• The loan amendment, covenant changes and waivers indicate the company negotiated with lenders to address recent covenant shortfalls and a missed interest payment; that reduces immediate default risk but confirms prior noncompliance. The $14.8M outstanding loan remains a material liability.
• The Roth reimbursement reduces the Company’s net cost of future equity purchases under the committed equity facility, improving financing flexibility.
• The recast financials and consolidated segment reporting (digital marketing) plus the reverse stock split change how historical results will be presented and compared going forward; investors should use the recast statements (Exhibit 99.1) when assessing trends and refer to later SEC filings for more recent developments.