DoubleVerify Holdings, Inc. (DV) SEC Filings

DoubleVerify Holdings, Inc. is seeking stockholder approval for a proposed merger in which Wallace Merger Sub Inc., a wholly owned subsidiary of Neptune BidCo US Inc., will merge into DoubleVerify. If completed, holders of each eligible common share would receive $13.60 in cash, without interest and subject to required withholding; DoubleVerify would survive as a wholly owned subsidiary of Neptune BidCo US Inc., and its shares would cease public trading and be deregistered.

The virtual special meeting is October 29, 2026, at 10:00 a.m. Eastern Time; the record date is September 28, 2026. Approval requires the affirmative vote of holders of a majority of outstanding common shares entitled to vote as of September 28, 2026. The board unanimously recommends “FOR” the merger, non-binding merger-compensation and adjournment proposals. Providence VII U.S. Holdings L.P. and Providence Butternut Co-Investment L.P. collectively owned approximately 11.7% of outstanding shares as of September 28, 2026, and agreed to vote for the merger. The HSR waiting period expired September 21, 2026, while foreign antitrust approvals and other conditions remain. Parent estimates total funds of approximately $2.332 billion, excluding estimated transaction fees and expenses, expected from committed debt and equity financing and cash available on Parent’s and DoubleVerify’s balance sheets.

DoubleVerify Holdings, Inc. (DV) reported that its Global Chief Comm. Officer, Steven John Mougis, had multiple equity award vesting events on September 15, 2026. Restricted stock units and performance stock units converted on a one-for-one basis into common stock, and a portion of the resulting shares was withheld to cover tax obligations at $13.50 per share. No Rule 10b5-1 trading plan is reported, and no post-transaction share balances are stated.

DoubleVerify Holdings, Inc. (DV) reported that Chief Executive Officer Mark Zagorski had multiple restricted stock units (RSUs) and performance stock units (PSUs) vest and convert into common stock on September 15, 2026. RSUs and PSUs convert into common stock on a one-for-one basis under the equity award terms.

Vesting included awards originally granted on December 12, 2022, December 19, 2023, March 13, 2025 and March 12–13, 2026, with portions vesting in increments such as 6.25% or 8.33% on quarterly anniversaries and 41.67% tranches for certain PSUs. A total of 70,194 underlying shares were involved in derivative exercises, and 31,051 shares of common stock were withheld at $13.50 per share to satisfy tax withholding obligations. For one RSU grant covering 9,375 shares, vested shares will be delivered to Mr. Zagorski after his separation from service. No Rule 10b5-1 trading plan is reported.

DoubleVerify Holdings, Inc. (DV) reported that Chief Legal Officer Andrew E. Grimmig had multiple equity awards vest on September 15, 2026. Restricted Stock Units and Performance Stock Units converted into shares of common stock on a one-for-one basis, and a portion of those shares was withheld to satisfy associated tax withholding obligations, with no Rule 10b5-1 plan reported.

DoubleVerify Holdings, Inc. (DV) reported that Chief Financial Officer Nicola T. Allais had multiple equity awards vest on September 15, 2026. Restricted Stock Units and Performance Stock Units converted into an aggregate of 35,323 shares of common stock, each unit converting on a one-for-one basis. In connection with these vestings, 19,537 shares of common stock were withheld at $13.50 per share to satisfy tax withholding obligations, rather than sold in the open market. No Rule 10b5-1 trading plan is indicated.

DoubleVerify Holdings, Inc. (DV) has called a virtual special meeting for stockholders to vote on a proposed cash acquisition by Neptune BidCo US Inc., an affiliate of Elliott Investment Management and Brookfield Asset Management. Under the Agreement and Plan of Merger dated August 6, 2026, Wallace Merger Sub Inc. will merge into DoubleVerify, which will become a wholly owned subsidiary of Parent.

If completed, each share of DoubleVerify common stock will be converted into the right to receive $13.60 in cash per share, without interest and subject to withholding taxes, and the stock will be delisted from the NYSE and deregistered under the Exchange Act. The board, acting on a unanimous recommendation from a special committee of independent directors and supported by a fairness opinion from PJT Partners, unanimously recommends voting FOR the merger, the advisory compensation proposal, and a possible adjournment. The deal is backed by about $2.332 billion of financing, including debt and $200 million of equity commitments, and is subject to stockholder approval, antitrust and foreign merger clearances, and other customary conditions. Stockholders who do not vote in favor may seek appraisal of the “fair value” of their shares under Delaware law if they follow the required procedures.

Disciplined Growth Investors, Inc. reported a sizable ownership stake in DoubleVerify Holdings, Inc. common stock on a Schedule 13G. The firm beneficially owns 9,689,140 shares, representing 6.3% of the outstanding common stock. It holds sole voting power over 9,139,762 shares and sole dispositive power over all 9,689,140 shares, with no shared voting or dispositive power.

AQR Capital Management, LLC and its parent AQR Capital Management Holdings, LLC report beneficial ownership of DoubleVerify Holdings, Inc. common stock on an amended Schedule 13G. The group reports beneficial ownership of 7,784,565 shares, representing 5.07% of DoubleVerify’s common stock as of June 30, 2026.

Both entities report shared voting power over 7,530,516 shares and shared dispositive power over 7,784,565 shares, with no sole voting or dispositive power. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC, and the amendment is filed jointly on behalf of both.

DoubleVerify Holdings, Inc. agreed to be acquired by Neptune BidCo US Inc., parent of Nielsen Company (US), LLC, through a merger in which DoubleVerify will become a wholly owned subsidiary and its common stock will be delisted and deregistered. At the effective time, each outstanding share of common stock (other than excluded and dissenting shares) will be converted into the right to receive $13.60 in cash per share, without interest and subject to withholding taxes.

The merger is subject to stockholder approval, antitrust and foreign regulatory clearances, and customary closing conditions, with an outside date of May 6, 2027, automatically extendable to August 6, 2027 under specified circumstances. Elliott-affiliated equity investors have committed $200,000,000 of equity, and lenders have committed approximately $1,800 million of debt financing; financing availability is not a closing condition. Termination fees include $60,000,000 payable by DoubleVerify in certain cases and a $144,000,000 parent termination fee. In connection with the transaction, severance protections for named executive officers were enhanced for change-in-control terminations, and the board approved a $3.5 million transaction bonus pool.