The delisting of Class A common shares is expected to take effect on November 12, 2026.
Houston, October 21, 2026 /PRNewswire/ — Direct Digital Holdings, Inc. (OTC: DRCT, referred to herein as “Direct Digital Holdings,” “DDH,” or the “Company”) 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 to Nasdaq and intends to file Form 25 with the U.S. Securities and Exchange Commission (SEC) around November 2, 2026.
The company expects that the delisting of its Class A common stock will become effective 10 days after the filing of Form 25, approximately on November 12, 2026; the termination of registration of the Class A common stock under Section 12(b) of the Exchange Act will become effective 90 days after the filing of Form 25, approximately on January 31, 2027. Following the effectiveness of Form 25, the company intends to file Form 15 with the SEC to deregister its securities under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act.
Due to the filing of Form 15, Direct Digital Holdings’ obligation to file certain Exchange Act reports and forms, including certain Form 10-K, 10-Q, and 8-K filings, will cease. The company stated that, following the effectiveness of Form 15, it will generally be relieved of all reporting obligations under the Exchange Act. The company expects that the deregistration of its Class A common stock will become effective 90 days after the filing of Form 15 with the SEC.
As previously disclosed, the Company received a notice from Nasdaq (the “Delisting Determination”) on October 1, 2026, stating that Nasdaq had decided to delist the Company’s Class A common stock due to the Company’s failure to comply with Nasdaq Listing Rule 5550(b)(1); trading of the Class A common stock on Nasdaq was suspended effective October 5, 2026.
This Class A common stock is currently quoted on the OTC Pink “Limited Information” tier of OTC Markets under the existing ticker symbol “DRCT,” and is expected to continue being quoted following delisting and deregistration. The company may discuss with broker-dealers the possibility of obtaining quotation for its Class A common stock on a higher information tier of OTC Markets, but no decisions have been made and no arrangements have been finalized. The company notes that it cannot guarantee the maintenance of a market for its Class A common stock on the OTC Markets system, and shareholders may find it more difficult to buy or sell their shares.
On October 20, 2026, the Company’s Board of Directors approved the decision to delist and deregister the Class A common stock. In making this decision, the Board considered several factors, including: the suspension of trading of the Class A common stock on Nasdaq since October 5, 2026; the current quotation of the Class A common stock on OTC Markets and its trading volume and price on OTC Markets; the Company’s lack of sufficient grounds to appeal the delisting decision; the likelihood that the Company currently meets the listing requirements of Nasdaq or other national securities exchanges; Nasdaq has not yet filed Form 25 to complete the delisting and deregistration of the Class A common stock, and voluntary filing by the Company would help clarify the timeline for the delisting and deregistration process; the substantial direct and indirect costs associated with maintaining the registration of the Class A common stock and complying with the reporting and related requirements under the Exchange Act; the limited benefits to the Company and its shareholders of continuing to maintain the listing and registration given that trading has been suspended; and the strain on management time and corporate resources caused by ongoing compliance obligations.
About Direct Digital Holdings
Direct Digital Holdings (Nasdaq: DRCT) is an end-to-end, AI-driven advertising technology and media solutions provider. Operating through its subsidiaries Colossus Media, LLC (“Colossus SSP”) and Orange 142, LLC (“Orange 142”), the company combines advanced technology with award-winning media and marketing expertise to expand reach and drive performance for brands, agencies, and publishers alike.
Through leading digital marketing and advertising agency Orange 142, the company delivers customized, audience-centric marketing campaigns that drive measurable results for mid-market and enterprise businesses in programmatic advertising, search, social, connected TV (CTV), and influencer marketing. It also provides curated access to premium digital media inventory through its proprietary media buying platform. Leveraging deep expertise in high-growth industries such as energy, higher education, travel and tourism, and financial services, Direct Digital Holdings helps brands effectively reach and engage audiences within the evolving digital media ecosystem.
Disclaimer Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws, subject to various risks, trends, and uncertainties. The company identifies forward-looking statements using words such as “could,” “would,” “may,” “might,” “will,” “expect,” “likely,” “believe,” “continue,” “anticipate,” “estimate,” “intend,” “plan,” and “project,” and similar expressions, although not all forward-looking statements contain these words. These include statements regarding the expected timing and impact of filing Form 25 and Form 15, the delisting and deregistration of the company’s Class A common stock, the suspension of the company’s reporting obligations, and the continued quotation of the company’s Class A common stock on the over-the-counter market. The company cautions that all forward-looking statements involve estimates and uncertainties, and actual results may differ materially from those expressly or implied by such forward-looking statements. Accordingly, any such statements should be read in conjunction with the information set forth in the “Risk Factors” and other sections of the company’s most recent Form 10-K annual report for the fiscal year ended December 31, 2025, and subsequent periodic and/or current reports filed with the SEC.
The company states that the forward-looking statements in this press release are based on assumptions incorporating its industry experience, judgments regarding historical trends, current conditions, expected future developments, and other factors it considers appropriate under the circumstances. The company cautions readers that these statements are not guarantees of performance or results and involve risks and uncertainties, many of which are beyond the company’s control, as well as assumptions.
The company states that, although it believes these forward-looking statements are based on reasonable assumptions, numerous factors could affect its actual operations and financial performance, causing actual results to differ materially from those expressed or implied in the forward-looking statements. The company believes these factors include, but are not limited to: whether the strategic shift to drive increased digital marketing spend from customers historically purchasing managed advertising campaigns and new enterprise clients will yield the anticipated benefits; restrictions and constraints imposed by credit arrangements on the company; significant doubts about the company’s ability to continue as a going concern, which may hinder its future financing capabilities; the company’s ability to obtain additional financing to meet capital needs; the company’s ability to regain and maintain compliance with Nasdaq Capital Market listing standards; significant volatility arising from high customer concentration; risks related to customer non-payment; reputational and other damages resulting from failure to identify ad fraud; operational and performance issues with the company’s platform, whether real or perceived, including failure to adapt to or upgrade technology systems; limitations on the use of third-party “cookies,” mobile device IDs, or other tracking technologies, which may reduce the effectiveness of the company’s platform; adverse publicity and negative public perception surrounding the company’s industry, particularly regarding data privacy and security concerns related to industry technologies and practices, as well as any perceived non-compliance with legal and industry self-regulatory standards; the company’s failure to effectively manage growth; difficulties in identifying and integrating future acquisitions or strategic investments; changes in legislative, judicial, regulatory, or cultural environments relating to information collection, use, and processing; challenges associated with destination marketing organization clients operating as public-private partnerships; pressures on company resources or diversion of management attention resulting from being a public company; intense competition in the digital advertising industry and the company’s ability to compete effectively with current and future competitors; significant unintentional disclosure or breach of the company’s confidential and/or personal information, or the security of the company’s, its customers’, suppliers’, or other partners’ computer systems; as a holding company, the company’s reliance on distributions from Direct Digital Holdings, LLC (“DDH LLC”) to pay taxes, expenses (including payments under the tax receivable agreement), and any dividends that may be paid to common shareholders; the company’s failure to maintain or implement effective internal controls or to detect fraud; and other factors and assumptions discussed in the company’s Form 10-K and subsequent periodic and current reports filed with the SEC.
The company states that if one or more of the aforementioned risks or uncertainties materialize, or any assumptions prove incorrect, its actual operating and financial performance may differ materially from the performance predicted by these forward-looking statements. Furthermore, any forward-looking statement reflects only the circumstances as of the date it is made. Except as required by law, the company undertakes no obligation to update any forward-looking statements in this press release, whether to reflect events or circumstances occurring after the statement is made, or to reflect the occurrence of expected or unexpected events; the company also claims the protection of the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. The company further notes that new factors may periodically emerge that could cause its business developments to fall short of expectations, and the company cannot predict all such factors; in addition, the company cannot assess the impact of each currently known or newly emerging factor on its operating results, or the extent to which any single factor or combination of factors may cause actual results to differ materially from those set forth in any forward-looking statement.
For more information, visit: https://directdigitalholdings.com.
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