Direct Digital Holdings Plans Voluntary Delisting from Nasdaq

HOUSTON, Oct. 21, 2026 /CourierPR/ -- Direct Digital Holdings, Inc. (DRCT), a leading advertising and marketing technology platform, has announced its intention to voluntarily delist its Class A common stock from The Nasdaq Stock Market LLC and deregister its Class A common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The company's decision comes after it received a notice from Nasdaq indicating that it had failed to comply with Nasdaq Listing Rule 5550(b)(1), leading to the suspension of trading in its Class A common stock since October 5, 2026.

The delisting of Direct Digital Holdings' Class A common stock is expected to become effective on November 12, 2026, ten days after the filing of a Form 25 with the U.S. Securities and Exchange Commission (SEC). Simultaneously, the registration of the 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. The company plans to file a 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.

The Board of Directors, in reaching its decision, considered several factors, including the suspension of trading on Nasdaq, the current quotation of the Class A common stock on the OTC Markets, the trading volume and price on the OTC Markets, the lack of grounds to appeal the delisting, the likelihood of meeting Nasdaq listing requirements, and the substantial costs associated with maintaining the registration and compliance with the reporting and related requirements of the Exchange Act. The company also noted the limited benefits of continued listing and registration, given the trading suspension, and the demands that compliance places on management's time and resources.

Direct Digital Holdings, an end-to-end, AI-powered advertising technology and media solutions provider, 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 its subsidiaries, Colossus Media, LLC (Colossus SSP) and Orange 142, LLC (Orange 142), the company delivers customized, audience-focused campaigns and provides curated access to premium digital media inventory through its proprietary media-buying platform. The company's services are particularly relevant in high-growth sectors such as Energy, Higher Education, Travel & Tourism, and Financial Services.

In a cautionary note, the company emphasized that its forward-looking statements, including those related to the anticipated timing and effects of the Form 25 and Form 15 filings, the delisting and deregistration of the Class A common stock, and the suspension of the company's reporting obligations, are subject to risks, trends, and uncertainties. The company advised that these statements are based on reasonable assumptions but may not come to fruition due to various factors, including the ability to secure additional financing, regain and maintain compliance with Nasdaq listing standards, and manage growth effectively.