{"filing":{"accession_number":"0001628280-26-037230","cik":"0001880613","ticker":"DRCT","company_name":"Direct Digital Holdings, Inc.","form":"8-K","filing_date":"2026-05-21","report_date":null,"primary_document":"drct-20260515.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1880613/000162828026037230/drct-20260515.htm"},"events":[{"id":9563,"run_id":8390,"accession_number":"0001628280-26-037230","anchor_item_number":"1.01","event_type":"covenant_breach","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"The Twelfth Amendment to the credit facility waives noncompliance with minimum unrestricted cash, minimum consolidated EBITDA, and minimum sell-side revenue financial covenants for Q1 2026, as well as nonpayment of interest for April 2026. The amendment tightens the EBITDA covenant to $200,000 minimum for Q2 2026, signaling lender concern about the borrower's ability to maintain compliance.","company_name":"Direct Digital Holdings, Inc.","ticker":"DRCT","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":1225,"accession_number":"0001628280-26-037230","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"covenant_breach","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Twelfth Amendment explicitly waives the Credit Parties' noncompliance with minimum unrestricted cash, minimum consolidated EBITDA, and minimum sell-side revenue financial covenants for Q1 2026, and nonpayment of interest for April 2026. These covenant breaches and payment defaults, even if waived, represent material triggering events that accelerate financial stress and increase direct financial obligations. The amendment also tightens the EBITDA covenant to $200,000 minimum for Q2 2026, signaling lender concern about the borrower's ability to maintain compliance.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T03:04:38.464901+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9564,"run_id":8390,"accession_number":"0001628280-26-037230","anchor_item_number":"8.01","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"summary":"The company disclosed a material change in reportable segments from two segments (buy-side and sell-side) to one consolidated digital marketing segment, and implemented a 4-to-1 reverse stock split effective April 27, 2026. The segment restructuring and recast financial statements materially affect investors' understanding of the company's operational structure and historical financial performance.","company_name":"Direct Digital Holdings, Inc.","ticker":"DRCT","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":1226,"accession_number":"0001628280-26-037230","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a material change in reportable segments (from two segments—buy-side and sell-side—to one consolidated digital marketing segment) and a 4-to-1 reverse stock split effective April 27, 2026. While the company explicitly states this is \"not an amendment to, or a restatement of, the 2025 Form 10-K,\" the recast financial statements and segment restructuring would affect a reasonable investor's understanding of the company's operational structure and historical financial performance. This does not fit the specific restatement category (which typically involves non-reliance on previously issued statements), but the segment realignment and reverse split are material corporate events that warrant disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T03:04:38.464901+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1225,"accession_number":"0001628280-26-037230","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"covenant_breach","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The Twelfth Amendment explicitly waives the Credit Parties' noncompliance with minimum unrestricted cash, minimum consolidated EBITDA, and minimum sell-side revenue financial covenants for Q1 2026, and nonpayment of interest for April 2026. These covenant breaches and payment defaults, even if waived, represent material triggering events that accelerate financial stress and increase direct financial obligations. The amendment also tightens the EBITDA covenant to $200,000 minimum for Q2 2026, signaling lender concern about the borrower's ability to maintain compliance.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T03:04:38.464901+00:00","company_name":"Direct Digital Holdings, Inc.","ticker":"DRCT","filing_date":"2026-05-21"},{"id":1226,"accession_number":"0001628280-26-037230","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a material change in reportable segments (from two segments—buy-side and sell-side—to one consolidated digital marketing segment) and a 4-to-1 reverse stock split effective April 27, 2026. While the company explicitly states this is \"not an amendment to, or a restatement of, the 2025 Form 10-K,\" the recast financial statements and segment restructuring would affect a reasonable investor's understanding of the company's operational structure and historical financial performance. This does not fit the specific restatement category (which typically involves non-reliance on previously issued statements), but the segment realignment and reverse split are material corporate events that warrant disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T03:04:38.464901+00:00","company_name":"Direct Digital Holdings, Inc.","ticker":"DRCT","filing_date":"2026-05-21"}]}