Direct Digital Holdings to voluntarily delist from Nasdaq

Direct Digital Holdings, Inc. has announced its intention to voluntarily delist its Class A common stock from The Nasdaq Stock Market LLC and deregister the shares with the U.S. Securities and Exchange Commission. The company, which operates through its subsidiaries Colossus Media, LLC and Orange 142, LLC, stated that the delisting is expected to become effective on or about November 12, 2026.

Direct Digital Holdings provided written notice of its intention to Nasdaq and plans to file a Form 25 with the SEC on or about November 2, 2026. Following the effectiveness of this filing, the company intends to submit a Form 15 to deregister its securities under Section 12(g) of the Securities Exchange Act of 1934 and suspend its reporting obligations under Section 15(d). This action will cease the company's requirement to file specific Exchange Act reports, including Forms 10-K, 10-Q, and 8-K. The deregistration of the Class A common stock is expected to become effective 90 days after the Form 15 filing.

The voluntary withdrawal follows a determination by Nasdaq on October 1, 2026, which cited the company's failure to comply with Listing Rule 5550(b)(1). Trading of the Class A common stock on Nasdaq has been suspended since October 5, 2026. The shares are currently quoted on the OTC Markets' OTC Pink "Limited Information" tier under the symbol DRCT. Direct Digital Holdings expects the stock to continue trading on this tier after the delisting process is complete.

The company's board of directors authorized the decision to withdraw from listing and registration on October 20, 2026. In making this determination, the board considered several factors, including the ongoing suspension of trading on Nasdaq and the current trading volume and price on the OTC Markets. The board also noted that the company did not have sufficient grounds to appeal the delist determination and questioned the likelihood of meeting listing requirements for Nasdaq or another national securities exchange at this time.

Additionally, the board weighed the substantial direct and indirect costs associated with maintaining registration and complying with Exchange Act reporting requirements. The company determined that the benefits of continued listing were limited in light of the trading suspension. The decision also accounted for the demands that continued compliance places on management's time and corporate resources. Direct Digital Holdings may discuss with broker-dealers the possibility of moving its stock to a higher information tier on the OTC Markets, but no arrangements have been made for this yet.

The company cautioned that there can be no assurance a market for the Class A common stock will be maintained on the OTC Markets system. As a result, stockholders may find it more difficult to buy or sell their shares. Direct Digital Holdings describes itself as an end-to-end, AI-powered advertising technology and media solutions provider that serves brands, agencies, and publishers across sectors including Energy, Higher Education, Travel & Tourism, and Financial Services.