As filed with the Securities and Exchange Commission on February 4, 2026. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Direct Digital Holdings, Inc. (Exact name of registrant as specified in its charter) (Primary Standard Industrial Delaware 7370 87-2306185 (Name, address, including zip code, and telephone number, including area code, of agent for service) (I.R.S. Employer Identificati ...

Financial Data and Key Metrics Changes - In 2025, the company added 1.4 million net new digital subscribers, bringing the total to 12.8 million subscribers, with a goal of reaching 15 million [9][18] - Total digital revenues exceeded $2 billion for the first time, with adjusted operating profit (AOP) growing over 20% and margins expanding to 19.5% [9][19] - Digital subscription revenues grew 14% year-over-year, while total subscription revenues increased approximately 9% [22][24] - AOP for 2025 reached approximately $550 million, with a year-over-year growth of about 21% [19][24] - Free cash flow generation was approximately $551 million, reflecting a robust AOP and capital-efficient model [19] Business Line Data and Key Metrics Changes - Digital advertising revenues increased by 25%, contributing to a total advertising revenue growth of 16% [10][22] - The company reported strong performance across multiple products, with digital subscription revenues growing to $382 million in Q4 [22] - The Family Plan subscription offering has been positively received, contributing to subscriber growth [21] Market Data and Key Metrics Changes - The company operates in a challenging media environment characterized by polarization and low trust, but believes it is well-positioned to navigate these trends [10][11] - The company sees significant opportunities in engaging with global markets through its diverse portfolio of products [11][12] Company Strategy and Development Direction - The company aims to enhance its journalism and digital products, focusing on video content as a strategic investment area [13][14] - Plans for 2026 include continued growth in subscribers, revenue, AOP, and margin expansion, with a focus on building a larger and more engaged audience [14][25] - The company emphasizes the importance of independent journalism and its role in society, aiming to adapt and thrive amid industry changes [16][17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to pursue growth opportunities and navigate industry challenges, citing a strong execution of its long-term strategy [9][10] - The company anticipates another year of healthy growth in 2026, with expectations for increased digital subscription revenues and advertising revenues [24][25] Other Important Information - The company announced an increase in the quarterly dividend from $0.18 to $0.23, reflecting its capital allocation strategy [20] - The company plans to discontinue reporting digital-only subscribers and ARPU by product categories, focusing instead on total digital-only subscribers and ARPU [21] Q&A Session Summary Question: Digital ad growth breakdown - Management noted that digital ad growth was driven by increased supply, improved demand, and effective ad products, leading to higher engagement and repeat purchases from marketers [27][28] Question: Capital allocation strategy - The company remains committed to returning at least 50% of free cash flow to shareholders while prioritizing organic investments in its subscription strategy [35][37] Question: Password sharing approach - Management discussed the Family Plan as a way to encourage engagement and revenue growth, viewing it as a positive strategy rather than a crackdown on password sharing [39][41] Question: Video journalism initiative - The company sees video as a significant long-term opportunity and is ramping up production, focusing on scalable formats and engaging content [45][49] Question: Single product growth and conversion potential - Management expressed confidence that single product users can be converted to more valuable bundle subscriptions, indicating a successful strategy in the subscription funnel [80][81] Question: Contract negotiations with NewsGuild - Management stated that they have a productive relationship with unions and are well-prepared for ongoing contract negotiations [86]

Financial Data and Key Metrics Changes - In 2025, the company added 1.4 million net new digital subscribers, bringing the total to 12.8 million, with a goal of reaching 15 million subscribers [10][18] - Total digital revenues exceeded $2 billion for the first time, with adjusted operating profit (AOP) growing over 20% and margins expanding to 19.5% [10][19] - Digital subscription revenues grew 14% year-over-year, while total subscription revenues increased approximately 9% [22][25] - AOP grew by approximately 21% year-over-year to $550 million, with AOP margin expanding by approximately 190 basis points [19][24] Business Line Data and Key Metrics Changes - Digital advertising revenues increased by 25%, contributing to total advertising revenue growth of 16% [11][22] - Licensing, affiliate, and other revenues grew by 5.5% to $100 million, primarily due to higher licensing revenues [24] - The company reported a digital-only average revenue per user (ARPU) of $9.72, reflecting a positive trend in pricing strategies [21][60] Market Data and Key Metrics Changes - The company experienced strong engagement across its portfolio, which contributed to significant growth in digital advertising [10][11] - The advertising market showed improved demand, allowing the company to secure larger deals with existing marketers and attract new ones [30][77] Company Strategy and Development Direction - The company aims to leverage its world-class journalism and lifestyle products to engage a larger audience, with a focus on video content as a key growth area [12][14] - The strategic priorities for 2026 include enhancing journalism formats, expanding product offerings, and navigating technological changes to increase value for audiences [15][26] - The company plans to continue investing in high-quality journalism and digital product experiences while maintaining operational efficiency [25][32] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges in the media landscape, including a polarized environment and competition from powerful platforms, but expressed confidence in the company's strategic positioning [11][12] - The outlook for 2026 includes expectations for continued subscriber growth, revenue growth, AOP growth, margin expansion, and strong free cash flow generation [15][26] Other Important Information - The company returned approximately $275 million to shareholders in 2025, including $165 million in share repurchases and $110 million in dividends [19][20] - The quarterly dividend was increased from $0.18 to $0.23, aligning with the company's capital allocation strategy [20][38] Q&A Session Summary Question: Digital ad growth breakdown - Management noted that digital ad growth was driven by increased supply, improved engagement, and a stronger demand environment [28][30] Question: Cost guidance for Q1 - Management explained that the cost guidance reflects ongoing investments in video and other strategic areas, while maintaining a focus on revenue growth outpacing cost growth [32][33] Question: Capital allocation strategy - The company reiterated its commitment to returning at least 50% of free cash flow to shareholders while prioritizing organic investments in its subscription strategy [37][38] Question: Password sharing approach - Management discussed the Family Plan as a way to encourage engagement and revenue growth, viewing it as a positive strategy rather than a punitive measure [40][41] Question: Video journalism initiative - The company sees video as a significant long-term opportunity and is ramping up production to establish itself as a preferred brand for news consumption [46][48] Question: Single product growth and conversion potential - Management expressed confidence in the ability to convert engaged single product users into more valuable bundle subscriptions, highlighting the interconnectedness of their product offerings [81][82] Question: Contract negotiations with NewsGuild - Management indicated confidence in navigating contract negotiations with unions, emphasizing a history of productive relationships [87]

Core Viewpoint - Alphabet Inc. is set to report its fourth-quarter earnings, with high expectations following a significant stock increase and record revenue achievement in the previous quarter [1][20]. Earnings Expectations - Wall Street forecasts fourth-quarter revenue of approximately $111.37 billion, reflecting a year-over-year increase of about 15%, which would mark another record for the company [9][23]. - Adjusted earnings per share are projected to rise over 20% from the previous year, reaching around $3.09, driven by sustained advertising demand and contributions from Google Cloud [10][23]. Market Reactions - Options pricing indicates a potential post-earnings swing of more than 5%, suggesting a possible stock range between $328 and $362, highlighting significant investor sentiment and risk [2][22]. - The implied volatility in near-term options reflects both optimism for a strong earnings beat and caution regarding potential margin pressures or slower advertising growth [4][26]. AI and Cloud Focus - Investors are keenly interested in how Alphabet's heavy AI spending translates into measurable returns, particularly in the context of its cloud services and advertising business [3][21]. - Google Cloud is expected to continue benefiting from enterprise demand for AI infrastructure, but concerns remain about capacity constraints and profitability [12][14]. Strategic Insights - Analysts are looking for clarity on Alphabet's ability to scale Google Cloud capacity to meet rising AI demand and how it balances capital expenditures with profitability targets [14][16]. - The evolution of search and the integration of generative AI features into core products are critical for Alphabet's long-term valuation [15][20]. Analyst Sentiment - Despite high expectations, analyst sentiment remains positive, with 12 out of 15 analysts rating the stock as a "buy" and an average price target around $350, indicating confidence in Alphabet's long-term fundamentals [18][27].

Core Insights - Meta Platforms, Inc. is ranked second in a list of the 20 Most Profitable Stocks of the Last 20 Years [1] Group 1: Analyst Ratings and Price Targets - Rothschild & Co Redburn upgraded Meta from Neutral to Buy, raising its price target to $900 from $740, citing a disconnect between current stock price and long-term value [2] - Stifel lowered its price target for Meta to $785 from $875 while maintaining a Buy rating, noting strong Q4 performance but shifting focus to 2026 projections [3] Group 2: Company Overview - Meta Platforms, Inc. is a global technology company specializing in social media, virtual reality, and digital communication platforms, connecting billions of users through services like Facebook, Instagram, and WhatsApp [4]

Core Insights - Meta Platforms Inc. reported strong financial performance with an earnings per share (EPS) of $8.88, exceeding estimates of $8.19, representing an 11% increase year-on-year [2] - The company's revenue reached approximately $59.89 billion, surpassing the estimated $58.33 billion, marking a 24% year-on-year growth [2] Financial Performance - Advertising revenue surged to $58.14 billion, exceeding projections of $56.79 billion, driven by an 18% increase in ad impressions and a 6% rise in average price per ad [3] - The Family of Apps division generated $58.94 billion in revenue, exceeding expectations [3] User Engagement - Daily active users across Meta's platforms reached 3.58 billion, reflecting a 7% increase from the previous year, indicating strong market appeal and user engagement [4][6] Division Performance - The Reality Labs division reported a wider-than-expected loss, with revenue slightly missing estimates at $955 million [4][6] Financial Health Metrics - Meta has a price-to-earnings (P/E) ratio of approximately 28.76 and a price-to-sales ratio of about 8.90, indicating strong valuation metrics [5] - The company’s debt-to-equity ratio stands at 0.26, and its current ratio is 1.98, demonstrating financial stability and short-term health [5]

Core Viewpoint - Meta Platforms (NASDAQ: META) is currently trading at approximately $659 per share, which is about 16% lower than its 52-week high, presenting a potential buying opportunity at a 30% discount around $460 per share [2][3] Company Analysis - Meta's established network effects and extensive user base create a strong competitive edge, positioning the company at the forefront of significant growth trends in digital advertising and the metaverse [7][10] - The company has successfully raised advertising prices without notable advertiser turnover, indicating inelastic demand and high switching costs for advertisers due to deep integration within its ecosystem [12] - Meta maintains a prominent market share in the digital advertising sector, with Facebook and Instagram serving as default platforms for numerous businesses [12] Financial Position - Meta has a robust financial position that enables aggressive investments in future growth drivers such as AI and virtual reality, with a strong net cash position and minimal debt providing significant financial flexibility [7][17] - The company generates positive free cash flow, indicating a healthy financial state with no discernible bankruptcy risk [17] Investment Strategy - An annualized yield of 8.4% can be achieved by selling long-term Put options with a strike price of $460, providing a potential opportunity to purchase META stock at a significantly reduced price [3][11] - The Trefis High Quality Portfolio offers a sophisticated framework to mitigate stock-specific risk while providing upside exposure [4][5] Industry Trends - The digital advertising industry is projected to grow at a compound annual growth rate (CAGR) of 11.0% – 15.4%, while the metaverse is expected to grow at approximately 40%+ [10] - The secular trend of digitalization of advertising and the emergence of immersive social experiences are key drivers for Meta's long-term growth potential [13]

Core Viewpoint - The Vanguard Growth ETF (VUG) has consistently outperformed the S&P 500 and is expected to continue this trend due to its focus on growth stocks and the performance of key technology companies known as the "Magnificent Seven" [2][10]. Group 1: ETF Performance - In 2025, the Vanguard Growth ETF rose by 18.9%, surpassing the S&P 500's gain of 16.4% [2]. - The Vanguard Growth fund has outperformed the S&P 500 in 15 of its 22 years on the market, indicating a strong historical performance [10]. - Over the past decade, the Vanguard Growth fund has gained 390%, while the S&P 500 has increased by 265% [6]. Group 2: Fund Composition - The Vanguard Growth ETF mirrors the CRSP US Large Cap Growth Index, focusing on companies with faster-growing sales and profits, currently holding 151 companies [4]. - The fund is heavily weighted towards technology, with 65.8% of its holdings in tech stocks, which have been the best-performing growth stocks [6]. - The "Magnificent Seven" stocks constitute close to 58% of the fund, making their performance critical to the ETF's overall success [8]. Group 3: Key Stocks and Market Trends - The "Magnificent Seven" includes major companies like Nvidia (12.7%), Apple (11.9%), and Microsoft (10.6%), which are pivotal for the fund's performance [11]. - Concerns exist regarding the potential overvaluation of the "Magnificent Seven," but positive trends in AI spending and technology could support their growth [8][9]. - If investors see tangible returns from increased AI spending, the "Magnificent Seven" could perform well, but impatience among investors could lead to struggles [9].

Group 1 - Alphabet Inc. (NASDAQ:GOOGL) is recognized as one of the 15 best S&P 500 stocks to consider for 2026 [1] - Google has awarded three long-term power purchase agreements (PPAs) to Clearway Energy Group, totaling approximately 1.17 GW of carbon-free energy projects [1][2] - The agreements with Clearway will provide carbon-free energy to support Google's data centers across various regions, with a total investment of $2.4 billion [2] Group 2 - The lifespan of the agreements with Clearway is 20 years, aimed at driving economic growth in local communities [2] - Construction on the energy projects is expected to begin in 2026, with initial sites projected to go live in 2027 and 2028 [2] - Analyst John Blackledge from TD Cowen raised the price target on Alphabet from $350 to $355, citing Google Search's high return on investment and its leadership in digital advertising [3]

Core Viewpoint - Alphabet has emerged as the top performer among the Magnificent 7 in 2025, achieving a 66% return, despite earlier concerns about its position in the AI race [1] Group 1: Performance Drivers - Alphabet's share price began to rise in the second half of 2025, driven by improved financial results and optimism regarding its AI initiatives [2] - Recovery in digital advertising spending, the largest segment for Alphabet, contributed to growth, with Google Search revenue increasing by 10% year-on-year in 1Q2025 [2] - By 3Q2025, Google Search revenue growth accelerated to a 14% year-on-year increase, while the operating margin slightly declined from 32.3% in 3Q2024 to 30.5% in 3Q2025 [3] Group 2: AI Initiatives - The success of the Gemini Chatbot, which outperformed competitors in benchmarks, has fueled optimism about Alphabet's AI capabilities [4] - Alphabet is integrating AI across its major products, enhancing user experiences and advertising capabilities [5] - Google Cloud is leveraging AI to provide advanced computing solutions, contributing positively to Alphabet's financial performance [6] Group 3: Valuation Insights - Alphabet's shares have seen a significant increase in valuation, with a P/E ratio rising from around 20x in July 2025 to approximately 33x [8] - Despite the increase, Alphabet's P/E ratio remains competitive within the Magnificent 7, trading slightly below the median P/E ratio of 33.7 [9] Group 4: Future Growth Catalysts - Continued monetization of AI through existing products is essential for further share price increases, with a focus on Google Search, YouTube Ads, and Google Cloud [10] - The partnership with Apple to integrate Gemini into products like Apple Intelligence and Siri is a strategic move to maintain investor interest [10] - Progress in Alphabet's "Other Bets," particularly Waymo, is expected to contribute to operating income in the future [11]