DoubleVerify Holdings, Inc. SEC Filings

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.

DoubleVerify Holdings, Inc. disclosed that it has entered into an Agreement and Plan of Merger with Neptune BidCo US Inc. (“Parent”) and Wallace Merger Sub Inc., under which Merger Sub will merge into DoubleVerify. DoubleVerify will survive the merger as a wholly owned subsidiary of Parent and, according to an accompanying press release, will be acquired by Nielsen in an all‑cash transaction with an enterprise value of approximately $2.15 billion. DoubleVerify stockholders are expected to receive $13.60 per share in cash, representing a 30% premium to DoubleVerify’s 60‑trading‑day volume weighted average price as of August 5, 2026. The boards of both companies have approved the deal, which is expected to close by the first quarter of 2027, subject to DoubleVerify stockholder approval, required regulatory approvals and other customary conditions. Funds affiliated with Providence Equity Partners, owning about 11.8% of DoubleVerify’s outstanding shares, have agreed to vote in favor of the transaction.

The transaction will be financed through committed debt from Barclays, BofA Securities and Citi, plus incremental equity financing and cash on hand at Nielsen. Upon completion, DoubleVerify will become a private company within Nielsen, continue operating under the DoubleVerify name and be delisted from public markets. The combined business is expected to generate over $4 billion in pro‑forma revenue and expand solutions to companies that collectively generate more than $300 billion in advertising spend. DoubleVerify plans to file a proxy statement for a special stockholder meeting to approve the merger and highlights numerous risks, including potential failure to close, regulatory or legal challenges, business disruption and unexpected costs.

DoubleVerify Holdings, Inc. reported Q2 2026 revenue of $193.8 million, up from $189.0 million a year earlier, and first‑half revenue of $374.6 million. Q2 net income was $12.9 million versus $8.8 million, with income from operations of $23.0 million. Adjusted EBITDA reached $65.3 million in Q2 (34% margin) and $120.5 million for the first half (32% margin).

Activation contributed $208.2 million of first‑half revenue, Measurement $128.6 million and Supply‑side $37.8 million. Cash and cash equivalents were $210.2 million with no borrowings under a $200.0 million revolving credit facility. Operating cash flow was $80.4 million in the first half.

The company repurchased 9.8 million shares for $100.2 million under a February 2026 authorization, leaving $200.0 million available. After quarter‑end, DoubleVerify agreed to be acquired by Neptune BidCo US Inc., with each share to receive $13.60 in cash, subject to approvals; if completed, the stock will be delisted.

DoubleVerify Holdings, Inc. has agreed to be acquired by Neptune BidCo US Inc., an entity associated with Nielsen, in an all-cash merger. DoubleVerify shareholders will receive $13.60 per share in cash, implying an enterprise value of approximately $2.15 billion and representing a 30% premium to DoubleVerify's 60‑trading‑day volume weighted average price as of August 5, 2026.

The combined company is expected to generate over $4 billion in revenue on a pro forma basis and expand Nielsen's total addressable market to over $300 billion. The transaction has been unanimously approved by both boards and is expected to close by the end of the fourth quarter of 2026, subject to DoubleVerify shareholder approval, required regulatory approvals and other customary closing conditions. Upon completion, DoubleVerify will become a privately held subsidiary of Nielsen and its common stock will cease to be listed on any public market. Funds affiliated with Providence Equity Partners, holding approximately 11.8% of DoubleVerify's outstanding shares as of August 5, 2026, have agreed to vote in favor of the merger and will conclude their investment at closing.

DoubleVerify Holdings, Inc. reported second-quarter and first-half 2026 results and entered an Agreement and Plan of Merger with Neptune BidCo US Inc., parent of Nielsen Holdings, under which Nielsen will acquire DoubleVerify. In light of the pending transaction, the company is suspending future earnings and investor calls, including the previously scheduled call, and has withdrawn all previously issued financial outlook and guidance for the duration of the transaction’s pendency.

For the quarter ended June 30, 2026, total revenue was $193,789 thousand, a 3% increase versus the prior-year period. Activation revenue was $107.7 million, a 1% decrease, while Measurement revenue rose to $66.8 million (up 6%) and Supply-side revenue to $19.3 million (up 13%). Net income was $12.9 million compared with $8.8 million a year earlier, and Adjusted EBITDA was $65.3 million, representing a 34% margin.

For the first six months of 2026, revenue reached $374,614 thousand and net income $19,328 thousand. DoubleVerify ended June 30, 2026 with $210,174 thousand in cash and cash equivalents and no debt, against total assets of $1,310,095 thousand and stockholders’ equity of $1,094,450 thousand. Second-quarter free cash flow was $65,729 thousand, reflecting 101% free cash flow conversion, supported by net cash provided by operating activities of $80,413 thousand year-to-date.

Vanguard Portfolio Management LLC, together with certain affiliates, reports beneficial ownership of common stock of DoubleVerify Holdings Inc. Vanguard reports beneficial ownership of 9,113,318 shares, representing 5.93% of DoubleVerify’s common stock.

Vanguard has sole voting power over 171,744 shares and sole dispositive power over all 9,113,318 shares, with no shared voting or dispositive power. The filing notes that these holdings include securities held by Vanguard funds and other managed accounts for which Vanguard and specified affiliates exercise dispositive and/or voting power, and that no other single person’s interest in the reported securities exceeds 5% of the class.

BlackRock, Inc. filed an amended Schedule 13G reporting beneficial ownership of common stock of DoubleVerify Holdings, Inc.. BlackRock reported beneficial ownership of 20,345,579 shares, representing 13.3% of the outstanding common stock. It reported 20,111,698 shares with sole voting power and 20,345,579 shares with sole dispositive power, with no shared voting or dispositive power. The filing notes that this reflects securities beneficially owned, or deemed beneficially owned, by certain BlackRock business units, and that one such person, iShares Core S&P Small-Cap ETF, has an interest of more than five percent of DoubleVerify’s total outstanding common stock.

DoubleVerify Holdings, Inc. Chief Executive Officer Mark Zagorski reported routine equity compensation activity involving restricted stock units and related tax withholding. On this date, 13,476 restricted stock units converted into an equal number of shares of common stock, reflecting scheduled vesting under a prior grant.

To cover tax withholding obligations tied to this vesting, 7,453 shares of common stock were withheld rather than sold in the open market. After these transactions, Zagorski directly held 580,364 shares of common stock and 121,280 restricted stock units, showing that he retained a substantial equity position in the company.