The delisting of Class A ordinary shares is expected to take effect on November 12, 2026.

Houston, October 21, 2026 / PRNewswire / — Direct Digital Holdings, Inc. ( OTC : DRCT, hereinafter referred to as “Direct Digital Holdings”, “DDH” or “the Company”) today announced its intention to voluntarily delist its Class A common shares from the NASDAQ Stock Market LLC ( Nasdaq ) and to cancel the registration of its Class A common shares in accordance with Section 12(b) of the revised Securities Exchange Act of 1934 (hereinafter referred to as the “Exchange Act”). The Company has sent a written notice to NASDAQ regarding this matter and intends to file a 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 shares will take effect 10 days after the submission of Form, which is approximately November 12, 2026; the termination of the registration of Class A common shares in accordance with Section 12(b) of the Trading Act will take effect 90 days after the submission of Form, which is approximately January 31, 2027. After Form takes effect, the company intends to submit Form to SEC in order to cancel the registration of the company's securities in accordance with Section 12(g) of the Trading Act, and to suspend its reporting obligations under Section 15(d) of the Trading Act.

As of the submission of Form, Direct Digital Holdings's obligation to submit certain reports and forms under the Securities Exchange Act to SEC will cease, including certain 10-K, 10-Q, and 8-K forms. The company stated that once Form comes into effect, it will generally be exempted from all reporting obligations under the Securities Exchange Act. The company expects that the cancellation of registration for its Class A common shares will take effect 90 days after the submission of Form to SEC.

As previously disclosed, on October 1, 2026, the company received a notice from NASDAQ ("Delisting Decision") stating that due to the company's failure to comply with NASDAQ Listing Rule 5550(b)(1), NASDAQ had decided to delist its Class A common shares; as of October 5, 2026, trading of these Class A common shares on NASDAQ was suspended.

The Class A ordinary shares are currently quoted at the existing code “DRCT” within the “Limited Information” level of “OTC Pink” under “OTC Markets”, and it is expected that they will continue to be quoted after delisting and cancellation of registration. The company may discuss with securities brokers to strive for a higher level of quotation for its Class A ordinary shares in “OTC Markets”, but no decision has been made yet, nor have any arrangements been reached. The company stated that it cannot guarantee the maintenance of a market for the Class A ordinary shares within the “OTC Markets” system, and it may become more difficult for shareholders to buy and sell their shares.

On October 20, 2026, the company's board of directors approved the decision to delist and cancel the registration of Class A common shares. In making this decision, the board took into consideration several factors, including: the suspension of trading of Class A common shares on NASDAQ since October 5, 2026; the current trading price and volume of Class A common shares on OTC Markets; the company's lack of sufficient grounds to appeal against the delisting decision; the possibility that the company currently meets the listing requirements of NASDAQ or other national stock exchanges; the fact that NASDAQ has not yet submitted the necessary documents for the delisting and cancellation of registration of Class A common shares, and that the company's voluntary submission would help to clarify the timing of the delisting and cancellation process; the substantial direct and indirect costs associated with maintaining the registration of Class A common shares and complying with the 'Trading Act' reporting and related requirements; the limited benefits that continuing to maintain listing and registration would bring to the company and its shareholders, given that trading has been suspended; as well as the pressure that ongoing compliance places on management time and company resources.

About Direct Digital Holdings

Direct Digital Holdings ( Nasdaq : DRCT ) is a provider of end-to-end, artificial intelligence-driven advertising technology and media solutions. The company operates through its subsidiaries Colossus Media, LLC ("Colossus SSP"), and Orange 142, LLC ("Orange 142"), combining advanced technology with award-winning media and marketing expertise to enhance reach and drive performance for various brands, agencies, and publishers.

Through the leading digital marketing and advertising agency Orange, the company provides customized, audience-centric marketing campaigns to help mid-sized and large enterprises achieve measurable results in areas such as programmatic advertising, search, social media, connected television (CTV), and influencer marketing. The company also offers access to a selection of high-quality digital media inventory through its proprietary media procurement platform. With professional experience in high-growth industries such as energy, higher education, tourism, and financial services, Direct Digital Holdings helps brands more effectively reach and engage with their audiences in the ever-evolving digital media ecosystem.

Note on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Federal Securities Laws, which are subject to various risks, trends, and uncertainties. The company uses terms such as “could”, “would”, “may”, “might”, “will”, “expect”, “likely”, “believe”, “continue”, “anticipate”, “estimate”, “intend”, “plan”, “project”, and similar expressions to identify these forward-looking statements. However, not all forward-looking statements contain these terms. They include statements regarding the expected timing and impact of the submission of Form 25 and Form 15, the delisting and cancellation of the company's Class A common shares from registration, the suspension of the company's reporting obligations, and the continued quotation of the company's Class A common shares in the over-the-counter market. The company acknowledges that all forward-looking statements involve estimates and uncertainties, and actual results may differ significantly from those stated or implied in the forward-looking statements. Therefore, any such statements should be understood in conjunction with the company's most recent Form 10-K annual report for the fiscal year ending December 31, 2025, as well as information described in subsequent periodic and/or current reports submitted to SEC, including the section on “Risk Factors”.

The company stated that the forward-looking statements in this press release are based on assumptions made in conjunction with industry experience, judgments of historical trends, current circumstances, expected future development, and other factors deemed appropriate under the prevailing circumstances at the time. The company reminds readers that when reading and considering this press release, they should understand that these statements are not guarantees of performance or results and that they involve risks, uncertainties (many of which are beyond the company's control), and assumptions.

The company stated that although it believes these forward-looking statements are based on reasonable assumptions, there are still many factors that could affect its actual operations and financial performance, and may lead to significant differences between the actual performance and the performance indicated or implied in the forward-looking statements.The company believes that these factors include, but are not limited to: whether the strategic adjustment of shifting the focus to encouraging customers who have historically purchased managed advertising campaigns and new business customers to increase their digital marketing spending will achieve the expected benefits; the restrictions and constraints imposed on the company by credit arrangements; significant doubts regarding the company's ability to continue operating, which may hinder its future financing capabilities; the company's ability to obtain additional financing to meet capital needs; the company's ability to recover and maintain compliance with NASDAQ's listing standards; significant fluctuations caused by a high concentration of customers; risks related to non-payment by customers; reputational and other damages resulting from the failure to identify advertising fraud; operational and performance issues with the company's platform, whether they actually exist or are perceived as such by external parties, including the inability to adapt to technological changes or upgrade technical systems; limitations on the use of third-party cookies, mobile devices ID, or other tracking technologies, which may undermine the effectiveness of the company's platform; unfavorable publicity and negative public perception surrounding the industry in which the company operates, especially concerns regarding data privacy and security related to industry technology and practices, as well as any instances of non-compliance with laws and industry self-regulatory norms; the company's inability to effectively manage growth; difficulties in identifying and integrating future acquisitions or strategic investments; changes in the legislative, judicial, regulatory, or cultural environment related to information collection, use, and processing; challenges associated with customers of destination marketing organizations that operate as public-private partnerships; pressures on the company's resources as a listed company or distractions to management's attention; fierce competition in the digital advertising industry, and the company's ability to compete effectively against current and future competitors; confidential and/or personal information held by the company, or significant unintentional disclosures or leaks of such information from the company's, customers', suppliers', or other partners' computer systems; and as a holding company, the company's reliance on the distributions of Direct Digital Holdings and LLC ("DDH LLC") to pay taxes.Expenses (including payments under tax receivable agreements) and any dividends that may be paid to common stockholders; the company's failure to maintain or implement effective internal controls or to detect fraud; as well as other factors and assumptions discussed in the company's Form 10-K and subsequent periodic and current reports that may be submitted to SEC.

The company stated that if one or more of the aforementioned risks or uncertainties materialize, or if any assumptions prove to be incorrect, its actual operating and financial performance may differ significantly from the performance predicted in these forward-looking statements. Furthermore, any forward-looking statements reflect only the circumstances as of the date they were made. Except as required by law, the company assumes no obligation to update any forward-looking statements in this press release, whether due to events or circumstances that occur after such statements are made or due to the occurrence of expected or unexpected events or circumstances; the company also does not claim the protection of the safe harbor provisions for forward-looking statements under the Private Securities Litigation Reform Act of 1995. The company also noted that new factors may arise from time to time that could result in business development falling short of expectations, and the company is unable to predict all such factors; moreover, the company cannot assess the impact of each currently known or newly emerging factor on operating results, or to what extent a single factor or a combination of factors could cause actual results to differ significantly from those stated in any forward-looking statements.

For more information, please visit: https :// directdigitalholdings.com.

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