Direct Digital Holdings to delist from Nasdaq and end SEC reporting

Direct Digital Holdings, Inc. told Nasdaq on October 21, 2026 that it will withdraw its Class A common stock from listing and from registration under Section 12(b) of the Exchange Act, following a trading halt that has been in place since October 5, 2026. The company intends to file a Form 25 on or about November 2, 2026 and expects the delisting to become effective ten days later, on or about November 12, 2026, with its registration terminating 90 days after that filing, on or about January 31, 2027. A Form 15 would then end the annual, quarterly and current reports the Houston-based ad-tech company files with the SEC.

A halt that became a withdrawal

Direct Digital Holdings sent Nasdaq written notice on October 21, 2026 that it will pull its Class A common stock from the Nasdaq Capital Market and from registration under Section 12(b) of the Exchange Act. The decision closes a sequence that started with a delist determination dated October 1, 2026: Nasdaq had concluded the company failed to satisfy Listing Rule 5550(b)(1), one of its continued-listing standards, and trading in the shares "has been suspended since October 5, 2026".

The board authorized the withdrawal on October 20, 2026, the day before the notice went out. The 8-K records that the company "did not have sufficient grounds on which to appeal the Delist Determination", and it notes that Nasdaq had not yet filed a Form 25 of its own. Instead the board concluded that "a voluntary filing by the Company would provide certainty as to the timing of the delisting and deregistration process".

Three dates that define the exit

The mechanics are set out in the filing. Notice went to Nasdaq under Listing Rule 5840(j). The Form 25 is expected on or about November 2, 2026; the delisting becomes effective ten days after that filing, on or about November 12, 2026; and registration under Section 12(b) terminates 90 days after the Form 25, on or about January 31, 2027. After the Form 25 takes effect, a Form 15 would deregister the securities under Section 12(g) and suspend the reporting duty in Section 15(d), with deregistration becoming effective 90 days after that filing.

The second clock is the one that changes what outsiders can know. Leaving Nasdaq changes where the shares trade; leaving the reporting system changes what the company has to disclose. The 8-K states that, once the Form 15 is in, the "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 board's cost case, without a number

The press release carried as Exhibit 99.1 lists what the board weighed: the trading halt itself, the current OTC quote and its volume and price, the absence of appeal grounds, and the likelihood that it could meet the listing requirements of Nasdaq or another national securities exchange at this time. It set "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" against "the limited benefits to the Company and its stockholders of continued listing and registration in light of the trading suspension", and it counted the demands compliance places on management time and company resources on the cost side.

The release attaches no dollar figure to those costs, so the trade-off is asserted rather than measured. What the document does show is the direction of the reasoning: a listing whose shares no longer trade still carries registrant obligations, and the board treated those obligations as an expense with little offsetting benefit.

The same exhibit's risk-factor list also carries "the substantial doubt about our ability to continue as a going concern", which it says "may hinder our ability to obtain future financing", alongside "our ability to regain and maintain compliance with the listing standards of the Nasdaq Capital Market" — a reminder that the delist determination rested on "the Company's failure to comply with Nasdaq Listing Rule 5550(b)(1)".

What holders keep, and what they give up

The shares, Class A common stock with a $0.001 par value, already quote on the OTC Pink Limited Information tier under the symbol DRCT and are expected to keep quoting there after the delisting. A better venue remains only a possibility: "The Company may discuss with broker-dealers the possibility of having its Common Stock quoted on a higher information tier of the OTC Markets, but no decision or arrangements have yet been made in that regard."

The 8-K also warns that "There can be no assurance that a market for the Common Stock will be maintained on the OTC Markets system", and that holders may find it harder to buy or sell. One loose end sits inside the release itself: the dateline identifies the issuer as OTC: DRCT, while the About-the-company paragraph still describes it as Nasdaq: DRCT.

The documents to check next

The Form 25 is the trigger and should appear on EDGAR on or about November 2, 2026, with the delisting following on or about November 12, 2026. The Form 15 comes after that effectiveness and is the filing that ends periodic reporting.

The 8-K itself carries no quarterly numbers. It reports Item 3.01, Item 7.01 and Item 9.01, and the exhibit is the delisting announcement, so readers looking for September-quarter revenue, margin or cash will not find them here. Once deregistration takes effect, the company expects the reports that used to carry those figures to stop as well.