DoubleVerify Reports Third Quarter 2026 Financial Results

DV has suspended future earnings and investor calls while its merger transaction remains pending.

Rhea-AI Summary

DoubleVerify (NYSE: DV) reported third-quarter revenue of $205.6 million, with growth across its activation, measurement and supply-side businesses. Revenue rose 9% year over year. Net income increased to $15.929 million from $10.202 million, and diluted earnings per share rose to $0.10 from $0.06. Adjusted EBITDA, a non-GAAP earnings measure, was $75.4 million, with a 37% margin.

Activation revenue rose 10%, measurement revenue increased 8%, and supply-side revenue grew 5%. Social measurement revenue increased 20%, while connected-TV transactions measured rose 22%. Stockholders approved the merger agreement with Neptune BidCo US, Nielsen's parent, on October 29, 2026. DoubleVerify expects closing by the first quarter of 2027, subject to customary closing conditions. DV would become a wholly owned subsidiary of Neptune. The company withdrew all previously issued financial guidance while the transaction remains pending.

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Positive

• Moderate pointThird-quarter revenue increased 9% year over year to $205.6 million.
• Moderate pointThird-quarter net income rose to $15.929 million from $10.202 million a year earlier.
• Moderate pointThird-quarter diluted earnings per share increased to $0.10 from $0.06 a year earlier.
• Moderate pointThird-quarter adjusted EBITDA reached $75.4 million, representing a 37% adjusted EBITDA margin.
• Moderate pointThird-quarter operating income rose to $28.345 million from $21.104 million a year earlier.
• Moderate pointStockholders approved the Neptune merger agreement, with approximately 94% of votes cast supporting adoption.
• Moderate point. Forward-looking: it has not happened yet and may not happen.DoubleVerify expects the Neptune merger to close by the first quarter of 2027.

12 minor points

• Minor pointActivation revenue increased 10% year over year to $117.6 million in the third quarter.
• Minor pointMeasurement revenue increased 8% year over year to $69.1 million in the third quarter.
• Minor pointSocial measurement revenue increased 20% year over year in the third quarter.
• Minor pointInternational measurement revenue increased 16% year over year in the third quarter, including currency fluctuations.
• Minor pointConnected-TV transactions measured increased 22% year over year in the third quarter.
• Minor pointSupply-side revenue increased 5% year over year to $18.9 million in the third quarter.
• Minor pointThird-quarter product development expense decreased to $44.427 million from $44.842 million a year earlier.
• Minor pointNine-month revenue increased to $580.252 million from $542.703 million a year earlier.
• Minor pointNine-month operating income increased to $67.006 million from $41.415 million a year earlier.
• Minor pointNine-month net income increased to $35.257 million from $21.321 million a year earlier.
• Minor pointNine-month diluted earnings per share increased to $0.22 from $0.13 a year earlier.
• Minor pointDoubleVerify reported no debt outstanding at the third-quarter end.

Negative

• Major pointAll previously issued financial guidance is withdrawn while the merger transaction remains pending.
• Minor pointThird-quarter cost of revenue increased to $38.542 million from $33.465 million a year earlier.
• Minor pointThird-quarter sales, marketing and customer support expense rose to $47.981 million from $47.022 million a year earlier.
• Minor pointThird-quarter general and administrative expense increased to $28.009 million from $26.997 million a year earlier.
• Minor pointThird-quarter depreciation and amortization increased to $18.334 million from $15.191 million a year earlier.

4 minor points

• Minor pointThird-quarter interest expense increased to $652,000 from $467,000 a year earlier.
• Minor pointThird-quarter income tax expense increased to $12.015 million from $10.336 million a year earlier.
• Minor pointCash and equivalents declined to $250.852 million from $259.038 million at December 31, 2025.
• Minor pointNine-month comprehensive income declined to $29.222 million from $49.036 million a year earlier.

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Increased Revenue 9% year-over-year to $205.6 million, driven by Social and CTV Growth

Achieved Net Income of $15.9 Million and Adjusted EBITDA of $75.4 million, representing a 37% Adjusted EBITDA margin

NEW YORK, Oct. 30, 2026 (GLOBE NEWSWIRE) -- DoubleVerify (“DV”) (NYSE: DV), the leading software platform for digital media measurement, data and analytics, today announced financial results for the third quarter ended September 30, 2026.

Third Quarter 2026 Financial Highlights:

(All comparisons are to the third quarter of 2025)

• Total revenue of $205.6 million, an increase of 9%.
• Activation revenue of $117.6 million, an increase of 10%.
• Measurement revenue of $69.1 million, an increase of 8%.
  • Social measurement revenue increased by 20%.
  • International measurement revenue increased by 16%.
  • Media Transactions Measured (“MTM”) for CTV increased by 22%.
• Supply-side revenue of $18.9 million, an increase of 5%.
• Net income of $15.9 million and adjusted EBITDA of $75.4 million, which represented a 37% adjusted EBITDA margin.
• Cash balance of approximately $251 million, with no debt outstanding.
  
  

Recent Business Highlights:

• Launched Ask Neura, a new conversational AI experience built directly into DV Pinnacle®, enabling advertisers and agencies to dynamically interact with DV data and insights to analyze and optimize campaign effectiveness.
• Announced the global availability of independent media quality measurement on TikTok Pangle.
• Launched attribution measurement and brand suitability evaluation pilots for ChatGPT Ads.
  
  

Merger Agreement:

On August 6, 2026, DV entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neptune BidCo US Inc., a Delaware corporation (“Parent”) and Wallace Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge (the “Merger”) with and into DV, with DV surviving the merger and continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent is the parent company of the Nielsen Company (US), LLC. Additional details regarding the transactions contemplated by the Merger Agreement are included in the definitive proxy statement filed by DV with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2026.

On October 29, 2026, DV held a special meeting of stockholders of DV (the “Special Meeting”). At the Special Meeting, a majority of DV stockholders voted to adopt the Merger Agreement. Approximately 94% of votes cast were in favor of the adoption of the Merger Agreement, representing over 75% of the issued and outstanding shares of DV common stock as of the close of business on September 28, 2026, the record date for the Special Meeting. The voting results, which have been certified by an independent inspector of elections, are available on a Form 8-K filed by DV with the SEC on October 29, 2026.

The Company continues to expect the transactions contemplated by the Merger Agreement to close by the first quarter of 2027, subject to satisfaction of customary closing conditions.

In light of the pending transactions contemplated by the Merger Agreement, DV has suspended future earnings and investors calls for the duration of the transactions’ pendency. Additionally, DV has withdrawn all previously issued financial outlook and guidance for the duration of the transactions’ pendency. Future updates regarding the transactions contemplated by the Merger Agreement and DV’s strategic progress will be provided through official press releases and regulatory filings, as appropriate.

Key Business Terms

Activation revenue is generated from the evaluation, verification, and measurement of advertising impressions purchased through programmatic demand-side and social media platforms.

Measurement revenue is generated from the verification and measurement of advertising impressions that are directly purchased on digital media properties, including publishers, CTV and social media platforms.

Supply-Side revenue is generated from platforms and publisher partners who use DoubleVerify’s data analytics to evaluate, verify and measure their advertising inventory.

Gross Revenue Retention Rate is the total prior period revenue earned from advertiser customers, less the portion of prior period revenue attributable to lost advertiser customers, divided by the total prior period revenue from advertiser customers.

Net Revenue Retention Rate is the total current period revenue earned from advertiser customers, which were also customers during the entire most recent twelve-month period, divided by the total prior year period revenue earned from the same advertiser customers, excluding a portion of our revenues that cannot be allocated to specific advertiser customers.

Media Transactions Measured (MTM) is the volume of media transactions that DoubleVerify’s software platform measures.

Measured Transaction Fee (MTF) is the fixed fee DoubleVerify charges per thousand Media Transactions Measured.

International Revenue Growth Rates are inclusive of foreign currency fluctuations.

DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	As of				As of
(in thousands, except per share data)	September 30, 2026				December 31, 2025
Assets:
Current assets
Cash and cash equivalents	$	250,852			$	259,038
Trade receivables, net of allowances for doubtful accounts of $8,307 and $8,096 as of September 30, 2026 and December 31, 2025, respectively		228,009				221,158
Prepaid expenses and other current assets		41,786				39,132
Total current assets		520,647				519,328
Property, plant and equipment, net		130,054				103,284
Operating lease right-of-use assets, net		61,089				66,908
Goodwill		511,084				516,002
Intangible assets, net		81,299				101,616
Deferred tax assets		29,714				30,920
Other non-current assets		16,051				16,024
Total assets	$	1,349,938			$	1,354,082
Liabilities and Stockholders' Equity:
Current liabilities
Trade payables	$	14,860			$	14,662
Accrued expenses		62,570				73,552
Operating lease liabilities, current		7,349				9,057
Income tax liabilities		1,742				3,829
Current portion of finance lease obligations		13,823				6,982
Other current liabilities		10,693				13,481
Total current liabilities		111,037				121,563
Operating lease liabilities, non-current		72,634				77,917
Finance lease obligations		14,557				5,595
Deferred tax liabilities		11,240				11,467
Other non-current liabilities		7,072				6,208
Total liabilities		216,540				222,750
Commitments and contingencies (Note 15)
Stockholders’ equity
Common stock, $0.001 par value, 1,000,000 shares authorized, 177,293 shares issued and 156,189 outstanding as of September 30, 2026; 1,000,000 shares authorized, 176,546 shares issued and 161,900 outstanding as of December 31, 2025		177				177
Additional paid-in capital		1,082,656				1,059,938
Treasury stock, at cost, 21,104 shares and 14,646 shares as of September 30, 2026 and December 31, 2025, respectively		(297,856	)			(247,982	)
Retained earnings		341,121				305,864
Accumulated other comprehensive income, net of income taxes		7,300				13,335
Total stockholders’ equity		1,133,398				1,131,332
Total liabilities and stockholders' equity	$	1,349,938			$	1,354,082

DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

	Three Months Ended September 30,							Nine Months Ended September 30,
(in thousands, except per share data)	2026				2025			2026				2025
Revenue	$	205,638			$	188,621		$	580,252			$	542,703
Cost of revenue (exclusive of depreciation and amortization shown separately below)		38,542				33,465			104,185				97,557
Product development		44,427				44,842			136,201				136,762
Sales, marketing and customer support		47,981				47,022			141,836				141,594
General and administrative		28,009				26,997			80,691				83,100
Depreciation and amortization		18,334				15,191			50,333				42,275
Income from operations		28,345				21,104			67,006				41,415
Interest expense		652				467			1,540				1,330
Other (income) expense, net		(251	)			99			1,386				(5,185	)
Income before income taxes		27,944				20,538			64,080				45,270
Income tax expense		12,015				10,336			28,823				23,949
Net income	$	15,929			$	10,202		$	35,257			$	21,321
Earnings per share:
Basic	$	0.10			$	0.06		$	0.23			$	0.13
Diluted	$	0.10			$	0.06		$	0.22			$	0.13
Weighted-average common stock outstanding:
Basic		155,200				162,031			156,623				163,285
Diluted		160,321				166,497			160,753				167,368
Comprehensive income:
Net income	$	15,929			$	10,202		$	35,257			$	21,321
Other comprehensive (loss) income:
Foreign currency cumulative translation adjustment		(1,346	)			839			(6,035	)			27,715
Total comprehensive income	$	14,583			$	11,041		$	29,222			$	49,036

DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

																				Accumulated Other
													Additional							Comprehensive				Total
	Common Stock					Treasury Stock							Paid-in				Retained			Income (Loss)				Stockholders’
(in thousands)	Shares		Amount			Shares			Amount				Capital				Earnings			Net of Income Taxes				Equity
Balance as of January 1, 2026	176,546		$	177		14,646			$	(247,982	)		$	1,059,938			$	305,864		$	13,335			$	1,131,332
Foreign currency translation adjustment	—			—		—				—				—				—			(4,931	)			(4,931	)
Shares repurchased for settlement of employee tax withholdings	—			—		142				(1,437	)			—				—			—				(1,437	)
Stock-based compensation expense	—			—		—				—				25,613				—			—				25,613
Common stock issued upon exercise of stock options	—			—		—				—				43				—			—				43
Common stock issued upon vesting of restricted stock units	90			—		—				—				—				—			—				—
Common stock issued upon vesting of performance stock units	53			—		—				—				—				—			—				—
Shares repurchased under authorized repurchase programs	—			—		7,270				(75,145	)			—				—			—				(75,145	)
Excise tax on shares repurchased	—			—		—				(618	)			—				—			—				(618	)
Treasury stock reissued upon settlement of equity awards	—			—		(1,298	)			20,239				(20,239	)			—			—				—
Net income	—			—		—				—				—				6,410			—				6,410
Balance as of March 31, 2026	176,689			177		20,760				(304,943	)			1,065,355				312,274			8,404				1,081,267
Foreign currency translation adjustment	—			—		—				—				—				—			242				242
Shares repurchased for settlement of employee tax withholdings	—			—		392				(4,025	)			—				—			—				(4,025	)
Stock-based compensation expense	—			—		—				—				26,941				—			—				26,941
Common stock issued under employee purchase plan	—			—		—				—				1,031				—			—				1,031
Common stock issued upon exercise of stock options	—			—		—				—				1,223				—			—				1,223
Common stock issued upon vesting of restricted stock units	392			—		—				—				—				—			—				—
Common stock issued upon vesting of performance stock units	29			—		—				—				—				—			—				—
Shares repurchased under authorized repurchase programs	—			—		2,497				(25,050	)			—				—			—				(25,050	)
Excise tax on shares repurchased	—			—		—				(97	)			—				—			—				(97	)
Treasury stock reissued upon settlement of equity awards	—			—		(1,474	)			20,870				(20,870	)			—			—				—
Net income	—			—		—				—				—				12,918			—				12,918
Balance as of June 30, 2026	177,110			177		22,175				(313,245	)			1,073,680				325,192			8,646				1,094,450
Foreign currency translation adjustment	—			—		—				—				—				—			(1,346	)			(1,346	)
Shares repurchased for settlement of employee tax withholdings	—			—		183				(2,453	)			—				—			—				(2,453	)
Stock-based compensation expense	—			—		—				—				26,512				—			—				26,512
Common stock issued upon exercise of stock options	—			—		—				—				138				—			—				138
Common stock issued upon vesting of restricted stock units	153			—		—				—				—				—			—				—
Common stock issued upon vesting of performance stock units	30			—		—				—				—				—			—				—
Excise tax on shares repurchased	—			—		—				168				—				—			—				168
Treasury stock reissued upon settlement of equity awards	—			—		(1,254	)			17,674				(17,674	)			—			—				—
Net income	—			—		—				—				—				15,929			—				15,929
Balance as of September 30, 2026	177,293		$	177		21,104			$	(297,856	)		$	1,082,656			$	341,121		$	7,300			$	1,133,398

DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

																				Accumulated Other
													Additional							Comprehensive				Total
	Common Stock					Treasury Stock							Paid-in				Retained			Income (Loss)				Stockholders’
(in thousands)	Shares		Amount			Shares			Amount				Capital				Earnings			Net of Income Taxes				Equity
Balance as of January 1, 2025	174,003		$	174		6,934			$	(131,620	)		$	974,383			$	255,214		$	(14,692	)		$	1,083,459
Foreign currency translation adjustment	—			—		—				—				—				—			7,493				7,493
Shares repurchased for settlement of employee tax withholdings	—			—		210				(3,210	)			—				—			—				(3,210	)
Stock-based compensation expense	—			—		—				—				25,080				—			—				25,080
Common stock issued upon exercise of stock options	58			—		—				—				222				—			—				222
Common stock issued upon vesting of restricted stock units	641			1		—				—				(1	)			—			—				—
Common stock issued upon vesting of performance stock units	71			—		—				—				—				—			—				—
Shares repurchased under authorized repurchase programs	—			—		5,169				(82,240	)			—				—			—				(82,240	)
Excise tax on shares repurchased	—			—		—				(64	)			(668	)			—			—				(732	)
Treasury stock reissued upon settlement of equity awards	—			—		(18	)			350				(350	)			—			—				—
Net income	—			—		—				—				—				2,361			—				2,361
Balance as of March 31, 2025	174,773			175		12,295				(216,784	)			998,666				257,575			(7,199	)			1,032,433
Foreign currency translation adjustment	—			—		—				—				—				—			19,383				19,383
Shares repurchased for settlement of employee tax withholdings	—			—		35				(494	)			—				—			—				(494	)
Stock-based compensation expense	—			—		—				—				28,053				—			—				28,053
Common stock issued under employee purchase plan	135			—		—				—				1,577				—			—				1,577
Common stock issued upon exercise of stock options	29			—		—				—				148				—			—				148
Common stock issued upon vesting of restricted stock units	954			1		—				—				(1	)			—			—				—
Common stock issued upon vesting of performance stock units	14			—		—				—				—				—			—				—
Excise tax on shares repurchased	—			—		—				157				—				—			—				157
Net income	—			—		—				—				—				8,758			—				8,758
Balance as of June 30, 2025	175,905			176		12,330				(217,121	)			1,028,443				266,333			12,184				1,090,015
Foreign currency translation adjustment	—			—		—				—				—				—			839				839
Shares repurchased for settlement of employee tax withholdings	—			—		259				(3,391	)			—				—			—				(3,391	)
Stock-based compensation expense	—			—		—				—				28,786				—			—				28,786
Common stock issued upon exercise of stock options	76			—		—				—				260				—			—				260
Common stock issued upon vesting of restricted stock units	313			—		—				—				—				—			—				—
Common stock issued upon vesting of performance stock units	6			—		—				—				—				—			—				—
Shares repurchased under authorized repurchase programs	—			—		3,258				(50,065	)			—				—			—				(50,065	)
Excise tax on shares repurchased	—			—		—				(396	)			—				—			—				(396	)
Treasury stock reissued upon settlement of equity awards	—			—		(641	)			10,962				(10,962	)			—			—				—
Net income	—			—		—				—				—				10,202			—				10,202
Balance as of September 30, 2025	176,300		$	176		15,206			$	(260,011	)		$	1,046,527			$	276,535		$	13,023			$	1,076,250

DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended
	September 30,
(in thousands)	2026				2025
Operating activities:
Net income	$	35,257			$	21,321
Adjustments to reconcile net income to net cash provided by operating activities
Bad debt expense		2,558				1,897
Depreciation and amortization expense		50,333				42,275
Amortization of debt issuance costs		326				326
Non-cash lease expense		6,344				5,903
Deferred taxes		1,120				17,055
Stock-based compensation expense		74,862				78,728
Interest expense, net		392				321
Loss on disposal of fixed assets		—				101
Other		(448	)			771
Changes in operating assets and liabilities, net of effects of business combinations
Trade receivables		(10,286	)			11,596
Prepaid expenses and other assets		(1,802	)			(36,824	)
Trade payables		271				1,057
Accrued expenses and other liabilities		(22,544	)			(6,070	)
Net cash provided by operating activities		136,383				138,457
Investing activities:
Purchase of property, plant and equipment		(31,353	)			(27,952	)
Acquisition of businesses, net of cash acquired		—				(82,578	)
Proceeds from maturity of short-term investments		—				17,753
Other investing activities		—				(1,000	)
Net cash used in investing activities		(31,353	)			(93,777	)
Financing activities:
Proceeds from common stock issued upon exercise of stock options		1,404				630
Proceeds from common stock issued under employee purchase plan		1,031				1,577
Finance lease payments		(5,832	)			(2,944	)
Shares repurchased under authorized repurchase programs		(100,195	)			(132,305	)
Payment of excise tax on shares repurchased		(884	)			(668	)
Shares repurchased for settlement of employee tax withholdings		(7,915	)			(7,095	)
Net cash used in financing activities		(112,391	)			(140,805	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(849	)			4,109
Net decrease in cash, cash equivalents, and restricted cash		(8,210	)			(92,016	)
Cash, cash equivalents, and restricted cash - Beginning of period		260,034				293,741
Cash, cash equivalents, and restricted cash - End of period	$	251,824			$	201,725
Cash and cash equivalents	$	250,852			$	200,729
Restricted cash - non-current (included in Other non-current assets on the Condensed Consolidated Balance Sheets)		972				996
Total cash and cash equivalents and restricted cash	$	251,824			$	201,725
Supplemental cash flow information:
Cash paid for interest	$	945			$	878
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities, net of impairments and tenant improvement allowances	$	479			$	5,139
Acquisition of equipment under finance lease	$	21,635			$	13,805
Capital assets financed by accounts payable and accrued expenses	$	24			$	35
Stock-based compensation included in capitalized software development costs	$	4,209			$	3,190
Accrued excise tax on net share repurchases	$	547			$	971

Comparison of the Three and Nine Months Ended September 30, 2026 and September 30, 2025

Revenue

	Three Months Ended September 30,						Change			Change			Nine Months Ended September 30,						Change			Change
	2026			2025			$			%			2026			2025			$			%
	(In Thousands)												(In Thousands)
Revenue by customer type:
Activation	$	117,572		$	106,693		$	10,879		10	%		$	325,802		$	310,814		$	14,988		5	%
Measurement		69,122			63,829			5,293		8				197,685			180,155			17,530		10
Supply-side		18,944			18,099			845		5				56,765			51,734			5,031		10
Total revenue	$	205,638		$	188,621		$	17,017		9	%		$	580,252		$	542,703		$	37,549		7	%

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, management believes that certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Non-GAAP Net income, Non-GAAP Earnings Per Share, Free Cash Flow and Free Cash Flow Conversion (collectively "Non-GAAP Financial Measures") are useful in evaluating our business.

We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. We calculate Non-GAAP net income as GAAP net income adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as amortization of acquired intangibles assets, acquisition-related costs, other non-recurring costs, as well as the income tax effect of these adjustments. Basic non-GAAP earnings per share is calculated by dividing non-GAAP net income by the number of weighted-average common stock outstanding. Diluted Non-GAAP earnings per share adjusts the Basic Non-GAAP earnings per share for the potential dilutive impact of shares of common stock using the treasury stock method. We calculate free cash flow as net cash provided by operating activities determined in accordance with GAAP less purchases of property, plant, and equipment which includes capitalized software development costs. Free cash flow conversion is calculated as free cash flow divided by Adjusted EBITDA for the same period. We use the Non-GAAP Financial Measures as measures of operational efficiency to understand and evaluate our core business operations. We believe that these Non-GAAP Financial Measures are useful to investors for period-to-period comparisons of our core business and for understanding and evaluating trends in our operating results on a consistent basis by either excluding items that we do not believe are indicative of our core operating performance or by measuring cash generated by our operations that is available for various strategic initiatives.

The following tables show the Company’s non-GAAP financial metrics reconciled to the comparable GAAP financial metrics included in this release.

	Three Months Ended September 30,								Nine Months Ended September 30,
	2026				2025				2026				2025
	(In Thousands)								(In Thousands)
Net income	$	15,929			$	10,202			$	35,257			$	21,321
Net income margin		8	%			5	%			6	%			4	%
Depreciation and amortization		18,334				15,191				50,333				42,275
Stock-based compensation		25,088				27,379				74,862				78,728
Interest expense		652				467				1,540				1,330
Income tax expense		12,015				10,336				28,823				23,949
M&A and restructuring costs (recoveries) (a)		2,850				(10	)			2,850				1,656
Other costs (b)		803				2,187				898				3,705
Other (income) expense (c)		(251	)			99				1,386				(5,185	)
Adjusted EBITDA	$	75,420			$	65,851			$	195,949			$	167,779
Adjusted EBITDA margin		37	%			35	%			34	%			31	%

	Three Months Ended September 30,								Nine Months Ended September 30,
	2026				2025				2026				2025
	(In Thousands)								(In Thousands)
Net Income	$	15,929			$	10,202			$	35,257			$	21,321
Stock-based compensation		25,088				27,379				74,862				78,728
Amortization of acquired intangibles		6,522				7,929				19,613				23,236
M&A and restructuring costs (recoveries) (a)		2,850				(10	)			2,850				1,656
Other costs (b)		803				2,187				898				3,705
Income tax effect of non-GAAP adjustments (d)		(10,932	)			(11,620	)			(30,449	)			(33,271	)
Non-GAAP net income	$	40,260			$	36,067			$	103,031			$	95,375
GAAP earnings per share:
Basic	$	0.10			$	0.06			$	0.23			$	0.13
Diluted	$	0.10			$	0.06			$	0.22			$	0.13
GAAP Weighted-average common stock outstanding:
Basic		155,200				162,031				156,623				163,285
Diluted		160,321				166,497				160,753				167,368
Non-GAAP earnings per share:
Basic	$	0.26			$	0.22			$	0.66			$	0.58
Diluted	$	0.25			$	0.22			$	0.64			$	0.57
Non-GAAP Weighted-average common stock outstanding:
Basic		155,200				162,031				156,623				163,285
Diluted		160,321				166,497				160,753				167,368

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(a) M&A and restructuring costs for the three and nine months ended September 30, 2026 consist of transaction costs in connection with the Merger Agreement. M&A and restructuring costs (recoveries) for the three and nine months ended September 30, 2025 consist of transaction costs related to the acquisition of Rockerbox.
(b) Other costs for the three and nine months ended September 30, 2026 consist of expenses with respect to litigation and regulatory matters outside of the ordinary course. Other costs for the three and nine months ended September 30, 2025 consist of expenses incurred with respect to litigation and regulatory matters outside of the ordinary course and costs related to the early termination of an office lease.
(c) Other (income) expense for the three and nine months ended September 30, 2026 and September 30, 2025 consists of interest income earned on interest-bearing monetary assets, and the impact of changes in foreign currency exchange rates.
(d) We calculate the income tax effect of the adjustments using a non-GAAP effective tax rate to provide consistency across reporting periods. For the non-GAAP reconciliation, effective tax rates for the three and nine months ended September 30, 2026 and 2025 were calculated using assumed blended tax rates of 31%, respectively. These rates represent a blend of the statutory federal tax and state taxes rates associated with the most recent Annual Report on Form 10-K. We will periodically reevaluate this tax rate, as necessary, for significant events such as relevant tax law changes.

	Three Months Ended September 30,								Nine Months Ended September 30,
	2026				2025				2026				2025
	(In Thousands)								(In Thousands)
Net cash provided by operating activities	$	55,970			$	51,181			$	136,383			$	138,457
Purchase of property, plant and equipment		(10,297	)			(12,139	)			(31,353	)			(27,952	)
Free cash flow	$	45,673			$	39,042			$	105,030			$	110,505
Free cash flow conversion		61	%			59	%			54	%			66	%

These Non-GAAP Financial Measures have limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP. Some of the limitations of these measures are:

• they do not reflect changes in, or cash requirements for, working capital needs;
• they do not reflect our capital expenditures or future requirements for capital expenditures or contractual commitments;
• they do not reflect income tax expense or the cash requirements to pay income taxes;
• they do not reflect interest expense or the cash requirements necessary to service interest or principal debt payments; and
• although depreciation and amortization are non-cash charges related mainly to intangible assets, certain assets being depreciated and amortized will have to be replaced in the future, and they do not reflect any cash requirements for such replacements.
  
  

In addition, other companies in our industry may calculate these Non-GAAP Financial Measures differently than we do, limiting their usefulness as a comparative measure. You should compensate for these limitations by relying primarily on our GAAP results and using the Non-GAAP Financial Measures only supplementally.

Total stock-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands)	2026			2025			2026			2025
Product development	$	9,679		$	10,739		$	29,198		$	30,394
Sales, marketing and customer support		7,692			7,932			22,404			24,387
General and administrative		7,717			8,708			23,260			23,947
Total stock-based compensation	$	25,088		$	27,379		$	74,862		$	78,728

Forward-Looking Statements

This press release contains forward-looking statements. Statements contained in this communication other than statements of historical fact are forward-looking statements, including statements regarding the Merger and the other transactions contemplated by the Merger Agreement. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “likely” or “continue,” the negative of these terms and other comparable terminology. Any statements in this press release regarding the proposed Merger, and any other statements that are not historical facts are forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. Important factors, risks and uncertainties that could cause actual results to differ materially from forward-looking statements include but are not limited to: (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of our common stock; (ii) the timing to consummate the Merger, or the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; (iii) the failure to satisfy the conditions to the consummation of the Merger, and the other transactions contemplated thereby; (iv) the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; (v) the effect of the pendency of the Merger on the Company’s business relationships, operating results and business generally; (vi) certain restrictions during the pendency of the Merger that may impact our ability to pursue certain business opportunities or strategic transactions; (vii) risks that the Merger disrupts current plans and operations; (viii) risks related to diverting management’s attention from our ongoing business operations; (ix) the outcome of any legal proceedings that may be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (x) our ability to retain, hire and integrate skilled personnel, and maintain relationships with key business partners and customers, and others with whom we do business, in light of the proposed Merger; (xi) unexpected costs, charges or expenses resulting from the Merger; (xii) risks that the benefits of the Merger are not realized when and as expected; and (xiii) those risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and our Quarterly Reports on Form 10-Q for the quarter ended September 30, 2026. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can management assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement the Company makes. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

About DoubleVerify

DoubleVerify (NYSE: DV) is the industry’s leading media effectiveness platform that leverages AI to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. Learn more at www.doubleverify.com.

Investor Relations

Brinlea Johnson
The Blueshirt Group
IR@doubleverify.com

Media Contact

Chris Harihar
Crenshaw Communications
646-535-9475
chris@crenshawcomm.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were DoubleVerify's third-quarter 2026 earnings results?

DoubleVerify reported $205.6 million in revenue, up 9% year over year, and net income of $15.929 million. Diluted earnings per share were $0.10, compared with $0.06 a year earlier. Adjusted EBITDA was $75.4 million, representing a 37% adjusted EBITDA margin.

When does DoubleVerify expect its Neptune merger to close?

DoubleVerify expects the transaction to close by the first quarter of 2027, subject to satisfaction of customary closing conditions. Stockholders adopted the merger agreement on October 29, 2026. Under the agreement, DoubleVerify would survive the merger as a wholly owned subsidiary of Neptune BidCo US, Nielsen's parent.

Will DoubleVerify hold earnings calls while its merger is pending?

DoubleVerify has suspended future earnings and investor calls for the duration of the transaction's pendency. Future updates about the transaction and the company's strategic progress will be provided through official press releases and regulatory filings, as appropriate.