DoubleVerify Q3 2026 revenue rises 9% to $206M

Stockholders approved the merger, while DoubleVerify withdrew its prior outlook and suspended earnings and investor calls during the transaction's pendency.

Rhea-AI Filing Summary

DoubleVerify Holdings, Inc. reported third-quarter 2026 revenue of $205.6 million, up 9% year over year. Net income was $15.9 million, compared with $10.2 million a year earlier; Adjusted EBITDA was $75.4 million and its margin was 37%, versus 35%. For the first nine months, revenue was $580.3 million and net income was $35.3 million, compared with $542.7 million and $21.3 million, respectively, in 2025.

At the October 29, 2026, special meeting, stockholders approved the merger agreement with Neptune BidCo US Inc. and Wallace Merger Sub Inc. Approximately 94% of votes cast favored adoption, representing over 75% of issued and outstanding DV common shares as of the September 28, 2026, record date. Wallace Merger Sub is to merge into DoubleVerify, which would survive as a wholly owned subsidiary of Neptune BidCo, the parent of Nielsen Company (US), LLC. DoubleVerify continues to expect closing by the first quarter of 2027, subject to customary closing conditions.

For the transactions’ pendency, DoubleVerify has suspended future earnings and investor calls and withdrawn all previously issued financial outlook and guidance.

3 points · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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How the balance works

Positive

• Moderate pointThird-quarter revenue increased 9% year over year to $205.6 million.
• Moderate pointThird-quarter net income was $15.9 million, versus $10.2 million in 2025.
• Moderate pointThird-quarter Adjusted EBITDA was $75.4 million, versus $65.9 million in 2025.

Negative

• None.

Filing Explained

For the nine months ended September 30, 2026, cash outflow for repurchases under authorized programs was $100,195 thousand; treasury shares rose from 14,646 thousand at December 31, 2025 to 21,104 thousand, while outstanding shares were 156,189 thousand at September 30, 2026, down from 161,900 thousand.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Third-quarter revenue: $205.6 million Third-quarter net income: $15.9 million Adjusted EBITDA: $75.4 million +3 more

6 metrics

Third-quarter revenue $205.6 million Three months ended September 30, 2026; up 9% year over year

Third-quarter net income $15.9 million Three months ended September 30, 2026; compared with $10.2 million in 2025

Adjusted EBITDA $75.4 million Three months ended September 30, 2026; compared with $65.9 million in 2025

Adjusted EBITDA margin 37% Three months ended September 30, 2026; compared with 35% in 2025

Nine-month revenue $580.3 million Nine months ended September 30, 2026; compared with $542.7 million in 2025

Nine-month net income $35.3 million Nine months ended September 30, 2026; compared with $21.3 million in 2025

Key Terms

Adjusted EBITDA, Free cash flow conversion, Net Revenue Retention Rate, Media Transactions Measured

4 terms

Adjusted EBITDA financial

"Adjusted EBITDA of $75.4 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Free cash flow conversion financial

"Free cash flow conversion is calculated as free cash flow divided by Adjusted EBITDA"

Free cash flow conversion measures how effectively a company turns its reported profits into actual cash that can be used for growth, debt repayment, or dividends. It compares the cash generated after expenses to the company's net income, similar to how a person might compare their savings to their paycheck. High conversion indicates the company is efficient at translating profits into cash, which is important for investors assessing its financial health and flexibility.

Net Revenue Retention Rate financial

"Net Revenue Retention Rate is the total current period revenue earned"

Net revenue retention rate shows how much money a company keeps from its existing customers over time, after accounting for growth or losses. It helps measure if current customers are staying loyal and spending more or less, which is important for understanding the company's ongoing success and stability. Think of it like tracking how much your favorite subscription service keeps and grows its members' payments each year.

Media Transactions Measured technical

"Media Transactions Measured (MTM) is the volume of media transactions"

Earnings Snapshot

Revenue: $205.6 million · Guidance included

Three months ended September 30, 2026

Revenue $205.6 million +9% year over year

Net income $15.9 million Compared with $10.2 million in 2025

Adjusted EBITDA $75.4 million Compared with $65.9 million in 2025

Adjusted EBITDA margin 37% Compared with 35% in 2025

Guidance

DoubleVerify withdrew all previously issued financial outlook and guidance for the duration of the transactions’ pendency.

FAQ

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

How much revenue did DV report for the third quarter of 2026?

DoubleVerify reported $205.6 million in third-quarter revenue, up 9% year over year. Activation revenue was $117.6 million, Measurement revenue was $69.1 million, and Supply-side revenue was $18.9 million.

What is the status of DoubleVerify's merger with Nielsen's parent?

At the October 29, 2026, special meeting, a majority of stockholders adopted the merger agreement, with approximately 94% of votes cast in favor. DoubleVerify expects closing by the first quarter of 2027, subject to customary closing conditions.

Why did DV withdraw its financial guidance and suspend earnings calls?

In light of the pending transactions, DoubleVerify withdrew all previously issued financial outlook and guidance and suspended future earnings and investor calls for the duration of the transactions’ pendency.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/30/2026 - 04:11 PM EDT Accepted by SEC EDGAR 10/30/2026 - 04:10 PM EDT Learn about SEC filing dates

0001819928false00018199282026-10-302026-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2026

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)

​

​	​	​	​	​
Delaware	​ ​ ​	001-40349	​ ​ ​	82-2714562
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

​

462 Broadway	​ ​ ​
New York, New York	​	10013
(Address of principal executive offices)	​	(Zip Code)

​

(212) 631-2111

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

​	​	​
Title of Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.001 per share	DV	New York Stock Exchange

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

​

​

Item 2.02.Results of Operations and Financial Condition.

On October 30, 2026, DoubleVerify Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 and in Exhibit 99.1 attached to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits.

(d)     Exhibits

​	​
Exhibit Number	Description
99.1	Press Release dated October 30, 2026.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

​

​

​

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

		​	​
	DOUBLEVERIFY HOLDINGS, INC.
​	​
​	​
​	​
	By:	/s/ Nicola Allais
		Name:	Nicola Allais
		Title:	Chief Financial Officer
Date: October 30, 2026	​	​	​

​

Exhibit 99.1

DoubleVerify Reports Third Quarter 2026 Financial Results

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 – October 30, 2026 – 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%.

o Social measurement revenue increased by 20%.

o International measurement revenue increased by 16%.

o 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

(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

Filing Exhibits & Attachments

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