DoubleVerify (NYSE: DV) agrees to Nielsen buyout, posts Q2 profit
Rhea-AI Filing Summary
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the company is suspending future earnings and investor calls, including the previously scheduled call, and has withdrawn all previously issued financial outlook and guidance for the duration of the transaction’s pendency.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.
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8-K Event Classification
Key Figures
Key Terms
Activation revenue financial
Adjusted EBITDA financial
Free cash flow conversion financial
Agreement and Plan of Merger regulatory
Non-GAAP Financial Measures financial
Earnings Snapshot
The company withdrew all previously issued financial outlook and guidance for the duration of the transaction's pendency.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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| Title of Class | Trading Symbol | Name of Each Exchange on Which Registered |
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 August 6, 2026, DoubleVerify Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 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 August 6, 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: August 6, 2026 | |||
Exhibit 99.1
DoubleVerify Reports Second Quarter 2026 Financial Results
NEW YORK – August 6, 2026 – DoubleVerify (“DV”) (NYSE: DV) today announced financial results for the second quarter ended June 30, 2026.
Recent Business Announcement:
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 parent company of Nielsen Holdings ("Nielsen"), whereby Nielsen will acquire DV. Additional details regarding the transaction are included in a Current Report on Form 8-K filed today with the Securities and Exchange Commission.
Conference Call, Webcast, and Other Information
In light of the pending transaction, DV is suspending future earnings and investors calls for the duration of the transaction’s pendency, including the conference call previously scheduled for 4:30 p.m. Eastern time today, August 6, 2026. Additionally, DV is withdrawing all previously issued financial outlook and guidance for the duration of the transaction's pendency. Future updates regarding the transaction and DV’s strategic progress will be provided through official press releases and regulatory filings as appropriate.
Second Quarter 2026 Financial Highlights:
(All comparisons are to the second quarter of 2025)
| · | Total revenue of $193.8 million, an increase of 3%. |
| o | Activation revenue of $107.7 million, a decrease of 1%. | |
| o | Measurement revenue of $66.8 million, an increase of 6%. | |
| o | Supply-side revenue of $19.3 million, an increase of 13% |
| · | Net income of $12.9 million and adjusted EBITDA of $65.3 million, which represented a 34% adjusted EBITDA margin. | |
| · | Cash balance of $210 million, with no debt outstanding. |
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.
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| As of | As of | |||||||
| (in thousands, except per share data) | June 30, 2026 | December 31, 2025 | ||||||
| Assets: | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 210,174 | $ | 259,038 | ||||
| Trade receivables, net of allowances for doubtful accounts of $9,133 and $8,096 as of June 30, 2026 and December 31, 2025, respectively | 214,926 | 221,158 | ||||||
| Prepaid expenses and other current assets | 46,325 | 39,132 | ||||||
| Total current assets | 471,425 | 519,328 | ||||||
| Property, plant and equipment, net | 129,053 | 103,284 | ||||||
| Operating lease right-of-use assets, net | 63,129 | 66,908 | ||||||
| Goodwill | 511,585 | 516,002 | ||||||
| Intangible assets, net | 87,872 | 101,616 | ||||||
| Deferred tax assets | 30,971 | 30,920 | ||||||
| Other non-current assets | 16,060 | 16,024 | ||||||
| Total assets | $ | 1,310,095 | $ | 1,354,082 | ||||
| Liabilities and Stockholders' Equity: | ||||||||
| Current liabilities | ||||||||
| Trade payables | $ | 12,992 | $ | 14,662 | ||||
| Accrued expenses | 52,426 | 73,552 | ||||||
| Operating lease liabilities, current | 7,932 | 9,057 | ||||||
| Income tax liabilities | 1,952 | 3,829 | ||||||
| Current portion of finance lease obligations | 12,850 | 6,982 | ||||||
| Other current liabilities | 16,664 | 13,481 | ||||||
| Total current liabilities | 104,816 | 121,563 | ||||||
| Operating lease liabilities, non-current | 74,652 | 77,917 | ||||||
| Finance lease obligations | 16,396 | 5,595 | ||||||
| Deferred tax liabilities | 13,066 | 11,467 | ||||||
| Other non-current liabilities | 6,715 | 6,208 | ||||||
| Total liabilities | 215,645 | 222,750 | ||||||
| Commitments and contingencies (Note 15) | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, $0.001 par value, 1,000,000 shares authorized, 177,110 shares issued and 154,935 outstanding as of June 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 | 1,073,680 | 1,059,938 | ||||||
| Treasury stock, at cost, 22,175 shares and 14,646 shares as of June 30, 2026 and December 31, 2025, respectively | (313,245 | ) | (247,982 | ) | ||||
| Retained earnings | 325,192 | 305,864 | ||||||
| Accumulated other comprehensive income, net of income taxes | 8,646 | 13,335 | ||||||
| Total stockholders’ equity | 1,094,450 | 1,131,332 | ||||||
| Total liabilities and stockholders' equity | $ | 1,310,095 | $ | 1,354,082 | ||||
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Revenue | $ | 193,789 | $ | 189,021 | $ | 374,614 | $ | 354,082 | ||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 32,484 | 33,126 | 65,643 | 64,092 | ||||||||||||
| Product development | 46,393 | 47,203 | 91,774 | 91,920 | ||||||||||||
| Sales, marketing and customer support | 48,260 | 50,871 | 93,855 | 94,572 | ||||||||||||
| General and administrative | 26,967 | 29,576 | 52,682 | 56,103 | ||||||||||||
| Depreciation and amortization | 16,660 | 14,697 | 31,999 | 27,084 | ||||||||||||
| Income from operations | 23,025 | 13,548 | 38,661 | 20,311 | ||||||||||||
| Interest expense | 475 | 443 | 888 | 863 | ||||||||||||
| Other expense (income), net | 644 | (2,105 | ) | 1,637 | (5,284 | ) | ||||||||||
| Income before income taxes | 21,906 | 15,210 | 36,136 | 24,732 | ||||||||||||
| Income tax expense | 8,988 | 6,452 | 16,808 | 13,613 | ||||||||||||
| Net income | $ | 12,918 | $ | 8,758 | $ | 19,328 | $ | 11,119 | ||||||||
| Earnings per share: | ||||||||||||||||
| Basic | $ | 0.08 | $ | 0.05 | $ | 0.12 | $ | 0.07 | ||||||||
| Diluted | $ | 0.08 | $ | 0.05 | $ | 0.12 | $ | 0.07 | ||||||||
| Weighted-average common stock outstanding: | ||||||||||||||||
| Basic | 153,959 | 162,740 | 157,346 | 163,922 | ||||||||||||
| Diluted | 157,891 | 166,697 | 160,981 | 167,813 | ||||||||||||
| Comprehensive income: | ||||||||||||||||
| Net income | $ | 12,918 | $ | 8,758 | $ | 19,328 | $ | 11,119 | ||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency cumulative translation adjustment | 242 | 19,383 | (4,689 | ) | 26,876 | |||||||||||
| Total comprehensive income | $ | 13,160 | $ | 28,141 | $ | 14,639 | $ | 37,995 | ||||||||
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
| Accumulated Other Comprehensive | ||||||||||||||||||||||||||||||||
| Additional | Income (Loss) | Total | ||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | Net of | Stockholders’ | |||||||||||||||||||||||||||
| (in thousands) | Shares | Amount | Shares | Amount | Capital | Earnings | 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 | |||||||||||||||||
| 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 | |||||||||||||||||
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Operating activities: | ||||||||
| Net income | $ | 19,328 | $ | 11,119 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Bad debt expense | 2,409 | 1,499 | ||||||
| Depreciation and amortization expense | 31,999 | 27,084 | ||||||
| Amortization of debt issuance costs | 217 | 217 | ||||||
| Non-cash lease expense | 4,199 | 3,905 | ||||||
| Deferred taxes | 1,586 | 298 | ||||||
| Stock-based compensation expense | 49,774 | 51,349 | ||||||
| Interest expense, net | 348 | 255 | ||||||
| Loss on disposal of fixed assets | — | 89 | ||||||
| Other | 804 | (419 | ) | |||||
| Changes in operating assets and liabilities, net of effects of business combinations | ||||||||
| Trade receivables | 3,016 | 40,951 | ||||||
| Prepaid expenses and other assets | (7,149 | ) | (32,762 | ) | ||||
| Trade payables | (1,638 | ) | 638 | |||||
| Accrued expenses and other liabilities | (24,480 | ) | (16,947 | ) | ||||
| Net cash provided by operating activities | 80,413 | 87,276 | ||||||
| Investing activities: | ||||||||
| Purchase of property, plant and equipment | (21,056 | ) | (15,813 | ) | ||||
| Acquisition of businesses, net of cash acquired | — | (82,578 | ) | |||||
| Proceeds from maturity of short-term investments | — | 12,684 | ||||||
| Other investing activities | — | (1,000 | ) | |||||
| Net cash used in investing activities | (21,056 | ) | (86,707 | ) | ||||
| Financing activities: | ||||||||
| Proceeds from common stock issued upon exercise of stock options | 1,266 | 370 | ||||||
| Proceeds from common stock issued under employee purchase plan | 1,031 | 1,577 | ||||||
| Finance lease payments | (3,179 | ) | (1,379 | ) | ||||
| Shares repurchased under authorized repurchase programs | (100,195 | ) | (82,240 | ) | ||||
| Payment of excise tax on shares repurchased | (884 | ) | (668 | ) | ||||
| Shares repurchased for settlement of employee tax withholdings | (5,462 | ) | (3,704 | ) | ||||
| Net cash used in financing activities | (107,423 | ) | (86,044 | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | (821 | ) | 4,547 | |||||
| Net decrease in cash, cash equivalents, and restricted cash | (48,887 | ) | (80,928 | ) | ||||
| Cash, cash equivalents, and restricted cash - Beginning of period | 260,034 | 293,741 | ||||||
| Cash, cash equivalents, and restricted cash - End of period | $ | 211,147 | $ | 212,813 | ||||
| Cash and cash equivalents | $ | 210,174 | $ | 211,784 | ||||
| Restricted cash - current (included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets) | — | 37 | ||||||
| Restricted cash - non-current (included in Other non-current assets on the Condensed Consolidated Balance Sheets) | 973 | 992 | ||||||
| Total cash and cash equivalents and restricted cash | $ | 211,147 | $ | 212,813 | ||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | 573 | $ | 500 | ||||
| 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 | $ | 245 | $ | 2,168 | ||||
| Acquisition of equipment under finance lease | $ | 19,847 | $ | 13,805 | ||||
| Capital assets financed by accounts payable and accrued expenses | $ | 66 | $ | 249 | ||||
| Stock-based compensation included in capitalized software development costs | $ | 2,785 | $ | 1,783 | ||||
| Accrued excise tax on net share repurchases | $ | 715 | $ | 575 | ||||
Comparison of the Three and Six Months Ended June 30, 2026 and June 30, 2025
Revenue
| Three Months Ended June 30, | Change | Change | Six Months Ended June 30, | Change | Change | |||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||
| (In Thousands) | (In Thousands) | |||||||||||||||||||||||||||||||
| Revenue by customer type: | ||||||||||||||||||||||||||||||||
| Activation | $ | 107,683 | $ | 108,950 | $ | (1,267 | ) | (1 | )% | $ | 208,230 | $ | 204,121 | $ | 4,109 | 2 | % | |||||||||||||||
| Measurement | 66,760 | 62,895 | 3,865 | 6 | 128,563 | 116,326 | 12,237 | 11 | ||||||||||||||||||||||||
| Supply-side | 19,346 | 17,176 | 2,170 | 13 | 37,821 | 33,635 | 4,186 | 12 | ||||||||||||||||||||||||
| Total revenue | $ | 193,789 | $ | 189,021 | $ | 4,768 | 3 | % | $ | 374,614 | $ | 354,082 | $ | 20,532 | 6 | % | ||||||||||||||||
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 DV’s non-GAAP financial metrics reconciled to the comparable GAAP financial metrics included in this release.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (In Thousands) | (In Thousands) | |||||||||||||||
| Net income | $ | 12,918 | $ | 8,758 | $ | 19,328 | $ | 11,119 | ||||||||
| Net income margin | 7 | % | 5 | % | 5 | % | 3 | % | ||||||||
| Depreciation and amortization | 16,660 | 14,697 | 31,999 | 27,084 | ||||||||||||
| Stock-based compensation | 25,525 | 27,007 | 49,774 | 51,349 | ||||||||||||
| Interest expense | 475 | 443 | 888 | 863 | ||||||||||||
| Income tax expense | 8,988 | 6,452 | 16,808 | 13,613 | ||||||||||||
| M&A and restructuring costs (a) | — | 504 | — | 1,666 | ||||||||||||
| Other costs (b) | 117 | 1,518 | 95 | 1,518 | ||||||||||||
| Other expense (income) (c) | 644 | (2,105 | ) | 1,637 | (5,284 | ) | ||||||||||
| Adjusted EBITDA | $ | 65,327 | $ | 57,274 | $ | 120,529 | $ | 101,928 | ||||||||
| Adjusted EBITDA margin | 34 | % | 30 | % | 32 | % | 29 | % | ||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (In Thousands) | (In Thousands) | |||||||||||||||
| Net Income | $ | 12,918 | $ | 8,758 | $ | 19,328 | $ | 11,119 | ||||||||
| Stock-based compensation | 25,525 | 27,007 | 49,774 | 51,349 | ||||||||||||
| Amortization of acquired intangibles | 6,536 | 8,068 | 13,091 | 15,307 | ||||||||||||
| M&A and restructuring costs (a) | — | 504 | — | 1,666 | ||||||||||||
| Other costs (b) | 117 | 1,518 | 95 | 1,518 | ||||||||||||
| Income tax effect of non-GAAP adjustments (d) | (9,975 | ) | (11,500 | ) | (19,518 | ) | (21,650 | ) | ||||||||
| Non-GAAP net income | $ | 35,121 | $ | 34,355 | $ | 62,770 | $ | 59,309 | ||||||||
| GAAP earnings per share: | ||||||||||||||||
| Basic | $ | 0.08 | $ | 0.05 | $ | 0.12 | $ | 0.07 | ||||||||
| Diluted | $ | 0.08 | $ | 0.05 | $ | 0.12 | $ | 0.07 | ||||||||
| GAAP Weighted-average common stock outstanding: | ||||||||||||||||
| Basic | 153,959 | 162,740 | 157,346 | 163,922 | ||||||||||||
| Diluted | 157,891 | 166,697 | 160,981 | 167,813 | ||||||||||||
| Non-GAAP earnings per share: | ||||||||||||||||
| Basic | $ | 0.23 | $ | 0.21 | $ | 0.40 | $ | 0.36 | ||||||||
| Diluted | $ | 0.22 | $ | 0.21 | $ | 0.39 | $ | 0.35 | ||||||||
| Non-GAAP Weighted-average common stock outstanding: | ||||||||||||||||
| Basic | 153,959 | 162,740 | 157,346 | 163,922 | ||||||||||||
| Diluted | 157,891 | 166,697 | 160,981 | 167,813 | ||||||||||||
| (a) | M&A and restructuring costs for the three and six months ended June 30, 2025 consist of transaction costs related to the acquisition of Rockerbox. |
| (b) | Other costs for the three and six months ended June 30, 2026 consist of expenses with respect to litigation and regulatory matters outside of the ordinary course. Other costs for the three and six months ended June 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 expense (income) for the three and six months ended June 30, 2026 and June 30, 2025 consist 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 six months ended June 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 June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (In Thousands) | (In Thousands) | |||||||||||||||
| Net cash provided by operating activities | $ | 76,242 | $ | 49,613 | $ | 80,413 | $ | 87,276 | ||||||||
| Purchase of property, plant and equipment | (10,513 | ) | (9,527 | ) | (21,056 | ) | (15,813 | ) | ||||||||
| Free cash flow | $ | 65,729 | $ | 40,086 | $ | 59,357 | $ | 71,463 | ||||||||
| Free cash flow conversion | 101 | % | 70 | % | 49 | % | 70 | % | ||||||||
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 | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Product development | $ | 10,109 | $ | 10,389 | $ | 19,519 | $ | 19,655 | ||||||||
| Sales, marketing and customer support | 7,588 | 8,826 | 14,712 | 16,455 | ||||||||||||
| General and administrative | 7,828 | 7,792 | 15,543 | 15,239 | ||||||||||||
| Total stock-based compensation | $ | 25,525 | $ | 27,007 | $ | 49,774 | $ | 51,349 | ||||||||
Forward-Looking Statements
This press release includes “forward-looking statements”. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Any statements in this press release regarding the proposed transaction with Parent, future revenues, earnings, margins, financial performance or results of operations, 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. These risks, uncertainties, assumptions and other factors include, but are not limited to, the risk that disruptions from the proposed transaction with Parent (including the ability of certain counterparties to terminate or amend contracts upon a change of control) will harm DV’s business, including current plans and operations, including during the pendency of the transaction, the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect DV’s business and the price of its common stock, the competitiveness of our solutions amid technological developments or evolving industry standards, the competitiveness of our market, system failures, security breaches, cyberattacks or natural disasters, economic downturns and unstable market conditions, our ability to collect payments, data privacy legislation and regulation, public criticism of digital advertising technology, our international operations, our use of “open source” software, our limited operating history and the potential for our revenues and results of operations to fluctuate in the future. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make.
Further information on these and additional risks, uncertainties, and other factors that could cause actual outcomes and results to differ materially from those included in or contemplated by the forward-looking statements contained in this press release are included under the caption “Risk Factors” in DV’s Annual Report on Form 10-K filed with the SEC on February 26, 2026, its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 once filed with the SEC and other filings and reports we make with the SEC from time to time.
We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. Any forward-looking information presented herein is made only as of the date of this press release, and, except as required by law, we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated 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