UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

DOUBLEDOWN INTERACTIVE CO., LTD.

(Name of Subject Company)

DOUBLEDOWN INTERACTIVE CO., LTD.

(Name of Person Filing Statement)

AMERICAN DEPOSITARY SHARES, EACH REPRESENTING 0.05 COMMON SHARES,

PAR VALUE W10,000 PER SHARE

(Title of Class of Securities)

25862B109

(CUSIP Number of Class of Securities)

Joseph A. Sigrist

Chief Financial Officer

c/o DoubleDown Interactive, LLC

605 5th Avenue, Suite 300

Seattle, Washington 98104

(206) 408-1545

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

(a) Subject Company. The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (this “Statement”) relates is DoubleDown Interactive Co., Ltd., a corporation with limited liability organized under the laws of Korea (“DDI” or the “Company”). The Company’s principal executive offices are located at 13F, Gangnam Finance Center 152, Teheran-ro, Gangnam-gu, Seoul 06236, Republic of Korea, and its telephone number is +82-2-501-7216.

(b) Class of Securities. The title of the class of equity securities to which this Statement relates is the American Depositary Shares (“ADS”), each representing 0.05 of a common share, par value W10,000 per share, of the Company (the “Common Shares” or “Shares”). As of the close of business on October 5, 2021, the latest practicable date prior to the filing of this Statement, there were 6,316,000 ADS of the Company issued and outstanding and 2,477,672 Common Shares issued and outstanding.

(a) Name and Address. The name, business address and business telephone number of the Company, which is the subject company and the person filing this Statement, are set forth in Item 1(a) above and are incorporated herein by reference. The Company’s website address is www.doubledowninteractive.com. The information on the Company’s website should not be considered part of this Statement.

(b) Tender Offer. This Statement relates to a tender offer by B. Riley Securities, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of B. Riley Financial, Inc., a Delaware corporation (“BRF”), to purchase up to 2,000,000 ADS of the Company, each representing 0.05 of a Common Share, that are issued and outstanding and owned by holders of the Company’s ADS (“ADS Holders”), other than BRF and its subsidiaries, at a price of $18.00 per ADS, net to the seller in cash (the “Offer Price”), without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in Purchaser’s offer to purchase (the “Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal”), which, together with any amendments or supplements thereto, collectively constitute the “Offer.” The Offer is disclosed in a Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Purchaser with the Securities and Exchange Commission (“SEC”) on September 23, 2021. According to the Offer to Purchase, the Offer will expire at 12:00 midnight, New York City time, on October 22, 2021 (one minute after 11:59 P.M., New York City time, on October 21, 2021), unless the Offer is extended. Copies of the Offer to Purchase and the Letter of Transmittal are filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B) hereto, respectively, and are incorporated herein by reference.

According to the Offer to Purchase, if the number of the Company’s ADS that are properly tendered, and not withdrawn, in the Offer exceeds 2,000,000, Purchaser will purchase such ADS on a pro rata basis from all tendering ADS Holders. The proration factor, if any, will be equal to 2,000,000 divided by the total number of DDI ADS properly tendered, and not withdrawn, by all ADS Holders.

The foregoing description of the terms of the Offer is qualified in its entirety by reference to the Offer to Purchase, Letter of Transmittal and other related materials.

As set forth in the Schedule TO, Purchaser’s and BRF’s principal executive offices are located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California, and their telephone number is (310) 966-1444. According to the Schedule TO, Purchaser is a wholly owned subsidiary of BRF.

According to the Offer to Purchase, as of September 22, 2021, BRF, its affiliates (including Purchaser) and certain of its executive officers (collectively, the “BRF Holders”) beneficially owned an aggregate of 2,002,324 DDI ADS, or approximately 31.7% of the 6,316,000 ADS of the Company issued and outstanding, representing beneficial ownership of 100,116.2 Common Shares of DDI, or approximately 4.0% of the 2,477,672 Common Shares issued and outstanding. Following the successful consummation of the Offer, if Purchaser purchases the maximum number of DDI ADS sought to be purchased pursuant to the Offer, the BRF Holders will collectively

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beneficially own 4,002,324 DDI ADS, or approximately 63.4% of the issued and outstanding ADS of the Company, representing beneficial ownership of 200,111.7 Common Shares, or approximately 8.1% of the Common Shares issued and outstanding.

Except as described or referred to in this Statement, to the Company’s knowledge, as of the date on which this Statement was filed with the SEC, no material agreement, arrangement or understanding exists, nor is there an actual or potential conflict of interest, between (a) the Company, its executive officers, directors or affiliates and (b) Purchaser, BRF and any of their respective executive officers, directors or affiliates.

As described in the Offer to Purchase, Purchaser’s principal business is serving as a broker dealer to corporate, institutional and high net worth individual clients. On September 2, 2021, the Company completed its initial public offering of ADS (the “IPO”), at $18.00 per ADS. Purchaser acted as lead underwriter in respect of the IPO. In connection with the IPO, the Company and Purchaser entered into a customary engagement letter, and the Company, STIC Special Situation Diamond Limited and Purchaser entered into a customary underwriting agreement, dated as of August 30, 2021 (the “Underwriting Agreement”). A copy of the Underwriting Agreement is filed as Exhibit (e) hereto and is incorporated herein by reference.

According to the Offer to Purchase, following the IPO and prior to the announcement of Purchaser’s intention to commence the Offer, Purchaser and certain of its affiliates made significant purchases of DDI ADS in the open market. According to the Offer to Purchase, BRF, its affiliates (including Purchaser) and certain of its executive officers have purchased a total of 2,022,324 DDI ADS in or following the IPO (excluding any DDI ADS purchased and distributed by Purchaser in the IPO), at an average purchase price of $17.61 per ADS.

The information set forth in the Offer to Purchase under “Special Factors — Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements with DDI” and “The Tender Offer — Certain Information Concerning Purchaser and BRF — Securities Transactions” is incorporated herein by reference.

(a) Solicitation or Recommendation. The Board of Directors of the Company (the “Board”), acting on behalf of the Company, expresses no opinion and remains neutral with respect to the Offer. The Board has not made a determination as to whether the Offer is fair to or in the best interests of the ADS Holders and makes no recommendation as to whether ADS Holders should accept the Offer and tender their DDI ADS (and, if so, how many ADS to tender) or reject the Offer and not tender their ADS.

The Board has determined that an ADS Holder’s decision as to whether or not to tender its DDI ADS in the Offer and, if so, how many ADS to tender, is a personal investment decision based upon such individual ADS Holder’s particular circumstances. The Board has also considered that acceptance of the Offer would permit an ADS Holder to realize a premium of approximately 11.8% to the closing price of the DDI ADS, as reported on the Nasdaq on September 10, 2021, the last full trading day before Purchaser announced its intent to commence the Offer, whereas a decision not to tender in the Offer would permit ADS Holders who believe that the Company’s ADS have a greater intrinsic value to realize greater long-term value of their DDI ADS, if their view of the greater intrinsic value of the Company’s ADS is recognized in the trading market.

Accordingly, the Board urges each ADS Holder to make its own decision as to whether to tender its DDI ADS in the Offer and, if so, how many ADS to tender, based on all available information, including the ADS Holder’s investment objectives, the recent market prices of the DDI ADS, the ADS Holder’s own views as to the Company’s prospects and outlook, the factors considered by the Board (as described below) and any other factors that the ADS Holder deems relevant to its investment decision. Each ADS Holder should carefully read this Statement, the Offer to Purchase, the Letter of Transmittal and other materials related to the Offer before making any decision regarding tendering its DDI ADS in the Offer. In addition, ADS Holders should review the

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Company’s financial and other information set forth in its most recent annual report on Form 20-F filed by the Company with the SEC on April 30, 2021 and in other reports filed by the Company with the SEC. The Board also urges each ADS Holder to consult with its financial and tax advisors regarding the Offer.

(b) Reasons for the Board’s Position. In evaluating the Offer and determining to express no opinion and remain neutral with respect to the Offer, the Board consulted with the Company’s senior management and legal counsel and considered a number of factors. The factors that the Board believed were in favor of expressing no opinion and remaining neutral with respect to the Offer included the following:

As part of the Board’s consideration of its position with respect to the Offer, the Board also recognized that there were certain factors that were in favor of recommending that ADS Holders reject the Offer and not tender their ADS in the Offer, as well as certain factors that were in favor of recommending that ADS Holders accept the Offer and tender their ADS in the Offer.

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The factors that the Board considered were in favor of recommending that ADS Holders reject the Offer and not tender their ADS in the Offer included the following:

The factors that the Board considered were in favor of recommending that ADS Holders accept the Offer and tender their ADS in the Offer included the following:

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The Board determined that, in light of these factors, the Company should express no opinion and should remain neutral with respect to the Offer. The Board suggests that each ADS Holder consider, among other things, the foregoing factors in deciding whether to tender its ADS in the Offer. In addition, ADS Holders should consult their own financial, tax and legal advisors and make such other investigations concerning the Offer as they deem necessary in order to make an informed decision with respect to the Offer.

The foregoing discussion of information and factors considered by the Board is not intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the Offer, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors.

(c)    Intent to Tender. To the Company’s knowledge after reasonable inquiry, no executive officer, director, affiliate or subsidiary of the Company currently intends to tender any of the DDI ADS that are held of record or beneficially owned by such persons pursuant to the Offer.

Neither the Company nor any person acting on its behalf has, directly or indirectly, employed, retained or compensated, or agreed to employ, retain or compensate, any person or class of persons to make solicitations or recommendations to ADS Holders on its behalf concerning the Offer.

Other than as set forth below, during the past sixty (60) days, no transactions in DDI ADS have been effected by the Company or, to the Company’s knowledge after reasonable inquiry, any executive officer, director, affiliate or subsidiary of the Company.

On September 2, 2021, the Company sold a total of 5,263,000 ADS pursuant to the IPO, at a price of $18.00 per ADS.

On September 2, 2021, STIC Special Situation Diamond Limited, a significant ADS Holder, sold 1,053,000 DDI ADS pursuant to the IPO, at a price of $18.00 per ADS.

The Company is not undertaking or engaged in any negotiations in response to the Offer that relate to, or would result, in (i) a tender offer for or other acquisition of the Company’s securities by the Company, any of its subsidiaries or any other person, (ii) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary thereof, (iii) a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries or (iv) any material change in the present dividend rate or policy, indebtedness or capitalization of the Company or any of its subsidiaries.

There are no transactions, Board resolutions, agreements in principle or signed contracts entered into in response to the Offer that relate to or would result in one or more of the events referred to in the first paragraph of this Item 7.

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Appraisal Rights. As set forth in the Offer to Purchase, ADS Holders will have no appraisal rights with respect to the Offer.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: October 6, 2021