Direct Digital Holdings, Inc. 8-K

What Happened

• Direct Digital Holdings, Inc. disclosed an Eleventh Amendment and Waiver to its Term Loan and Security Agreement (dated Jan 27, 2026; effective Dec 31, 2025) for loans held by Direct Digital Holdings, LLC and its guarantors. Immediately prior to the amendment, $10.3 million of term loans were outstanding. The amendment adds a $4.0 million amendment fee to the loan principal, which will accrue interest and be payable at loan maturity.

Key Details

• Outstanding term loans prior to the amendment: $10.3 million.
• Amendment fee: $4.0 million, added to principal and accruing interest at the facility rate plus 2% per annum (where applicable).
• Covenant relief: removes minimum quarterly consolidated EBITDA and minimum sell‑side ad revenue requirements for the quarter ending Dec 31, 2025.
• Payment schedule changes: no principal payments due for fiscal quarters ending Mar 31, 2026 and Jun 30, 2026; principal payments resume for the quarter ending Sep 30, 2026 (Eighth Amendment Term Loan maturity clarified as Sep 30, 2026), with remaining installments thereafter and a final maturity payment.

Why It Matters

• The amendment reduces near‑term cash outflows by suspending principal payments for two quarters and provides covenant relief for Q4 2025, which may lower default risk in the short term. However, it increases the company’s total indebtedness by booking a $4.0M fee to principal that will accrue additional interest, which raises future interest and repayment obligations. Investors should note the relatively near maturity date (clarified as September 30, 2026) and monitor liquidity and the company’s ability to meet resumed principal payments and the increased principal balance.