Direct Digital Holdings Announces Intention to Voluntarily Delist from Nasdaq and Deregister Its Class A Common Stock with the SEC (Form 8-K)

Direct Digital Holdings Announces Intention to Voluntarily Delist from Nasdaq and Deregister Its Class A Common Stock with the SEC

Delisting of Class A Common Stock Expected to Become Effective November 12, 2026

HOUSTON, October 21, 2026 - Direct Digital Holdings, Inc. (OTC: DRCT) ("Direct Digital Holdings," "DDH," or the "Company"), a leading advertising and marketing technology platform operating through its companies Colossus Media, LLC ("Colossus SSP") and Orange 142, LLC ("Orange 142"), today announced its intention to voluntarily delist its Class A common stock from The Nasdaq Stock Market LLC ("Nasdaq") and to deregister its Class A common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company has provided written notice of its intention to Nasdaq and intends to file a Form 25 with the U.S. Securities and Exchange Commission (the "SEC") on or about November 2, 2026.

The Company expects that the delisting of its Class A common stock will become effective ten days after the filing of the Form 25, on or about November 12, 2026, and that the registration of its Class A common stock under Section 12(b) of the Exchange Act will terminate 90 days after the filing of the Form 25, on or about January 31, 2027. Following the effectiveness of the Form 25, the Company intends to file a Form 15 with the SEC to deregister the Company's securities under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act.

As a result of the filing of the Form 15, Direct Digital Holdings' obligation to file certain Exchange Act reports and forms with the SEC, including certain Forms 10-K, 10-Q and 8-K, will cease. The Company will generally be relieved of all reporting obligations under the Exchange Act upon the effectiveness of the Form 15. The Company expects that the deregistration of its Class A Common Stock will become effective 90 days after the filing of the Form 15 with the SEC.

As previously disclosed, on October 1, 2026, the Company received a notice (the "Delist Determination") from Nasdaq indicating that based on the Company's failure to comply with Nasdaq Listing Rule 5550(b)(1), Nasdaq had determined to delist the Class A Common Stock and trading of the Class A Common Stock on Nasdaq has been suspended since October 5, 2026.

The Class A Common Stock is currently quoted on the OTC Markets' OTC Pink "Limited Information" tier under its current symbol "DRCT" and is expected to continue to be quoted following the delisting and deregistration. The Company may discuss with broker-dealers the possibility of having its Class A Common Stock quoted on a higher information tier of the OTC Markets, but no decision or arrangements have yet been made in that regard. There can be no assurance that a market for the Class A Common Stock will be maintained on the OTC Markets system, and the Company's stockholders may find it more difficult to buy or sell their shares.

The determination to withdraw the Class A Common Stock from listing and registration was authorized by the Company's board of directors (the "Board") on October 20, 2026. In reaching its determination, the Board considered a number of factors, including: that trading in the Class A Common Stock on Nasdaq has been suspended

since October 5, 2026; that the Class A Common Stock is currently quoted on the OTC Markets, as well as its trading volume and price on the OTC Markets; that the Company did not have sufficient grounds on which to appeal the Delist Determination; the likelihood that the Company would be able to meet the listing requirements of Nasdaq or another national securities exchange at this time; that Nasdaq has not yet filed a Form 25 to complete the removal of the Class A Common Stock from listing and registration, and that a voluntary filing by the Company would provide certainty as to the timing of the delisting and deregistration process; the substantial direct and indirect costs of maintaining the registration of the Class A Common Stock and complying with the reporting and related requirements of the Exchange Act; the limited benefits to the Company and its stockholders of continued listing and registration in light of the trading suspension; and the demands that continued compliance places on management's time and the Company's resources.

About Direct Digital Holdings

Direct Digital Holdings (Nasdaq: DRCT) is an end-to-end, AI-powered advertising technology and media solutions provider. The Company combines advanced technology with award-winning media and marketing expertise to enhance reach and drive performance for brands, agencies, and publishers of all sizes. Through Orange 142, a leading digital marketing and advertising agency, the Company delivers customized, audience-focused campaigns that enable mid-market and enterprise companies to achieve measurable results across programmatic, search, social, CTV, influencer marketing, and more. The Company also provides curated access to premium digital media inventory through its proprietary media-buying platform. With expertise across high-growth sectors-including Energy, Higher Education, Travel & Tourism, and Financial Services-Direct Digital Holdings helps brands reach and engage audiences more effectively across the evolving digital media ecosystem.