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2026-11-09
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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): November 9, 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 each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value $0.001 |
|
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 7.01. Regulation FD
Disclosure.
Under
the terms of the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 6, 2026, by
and among DoubleVerify Holdings, Inc. (the “Company”), 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”), Merger Sub will merge with and into the Company (the “Merger”),
with the Company surviving the Merger and continuing as the surviving corporation and a wholly owned subsidiary of Parent.
The Company currently expects that the parties will be in a position to close the transaction during the fourth quarter of 2026, subject
to satisfaction or waiver of the remaining closing conditions.
Cautionary Statement
Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements.
Statements contained in this Current Report on Form 8-K 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.
These statements are only predictions based on the Company’s expectations and projections about future events as of the date
of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions that may prove incorrect,
any of which could cause actual results to differ materially from those expressed or implied by such statements. 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 Report
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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
|
DOUBLEVERIFY HOLDINGS, INC. |
| |
|
|
| Date: November 9, 2026 |
By: |
/s/ Andrew E. Grimmig |
| |
|
Andrew E. Grimmig |
| |
|
Chief Legal Officer and Secretary |
