DoubleVerify stockholders approve merger agreement

A quorum included 126,025,631 shares, approximately 80.69% of eligible shares; the approved adjournment proposal was moot.

Rhea-AI Filing Summary

DoubleVerify Holdings, Inc. (DV) stockholders adopted the merger agreement at the October 29, 2026 special meeting. The proposal received 118,218,914 votes for, 7,592,263 against and 214,454 abstentions. Under the agreement’s terms and subject to its conditions, Wallace Merger Sub Inc. will merge with and into DoubleVerify, which will survive as a wholly owned subsidiary of Neptune BidCo US Inc.

As of September 28, 2026, 156,182,436 shares were outstanding and entitled to vote. A total of 126,025,631 shares, approximately 80.69% of those eligible, were represented at the meeting. Stockholders also approved, on a non-binding advisory basis, merger-related executive compensation and approved an adjournment proposal; the adjournment proposal was moot because sufficient votes were present to approve the merger agreement.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding and entitled to vote: 156,182,436 shares Shares represented at the meeting: 126,025,631 shares Shares represented as a percentage of eligible shares: Approximately 80.69% +3 more

6 metrics

Shares outstanding and entitled to vote 156,182,436 shares As of September 28, 2026.

Shares represented at the meeting 126,025,631 shares Special meeting held October 29, 2026.

Shares represented as a percentage of eligible shares Approximately 80.69% Special meeting quorum.

Merger agreement votes for 118,218,914 votes Proposal 1.

Merger agreement votes against 7,592,263 votes Proposal 1.

Merger agreement abstentions 214,454 votes Proposal 1.

Key Terms

quorum, Merger Agreement, non-binding advisory vote, wholly owned subsidiary

4 terms

quorum regulatory

"constituting a quorum for the Special Meeting"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Merger Agreement technical

"adopted the Agreement and Plan of Merger"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

non-binding advisory vote regulatory

"approved, on an advisory (non-binding) basis"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

wholly owned subsidiary technical

"a wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

FAQ

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

What were the DV merger vote results?

DoubleVerify stockholders adopted the merger agreement with 118,218,914 votes for, 7,592,263 against and 214,454 abstentions. The special meeting was held October 29, 2026.

What happens after DV stockholders approved the merger?

Under the merger agreement, and subject to its terms and conditions, Wallace Merger Sub Inc. will merge with and into DoubleVerify. DoubleVerify will survive as a wholly owned subsidiary of Neptune BidCo US Inc.

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

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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): October 29, 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 5.07. Submission of Matters to a Vote of Security Holders.

DoubleVerify Holdings, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) on October 29, 2026, to vote on the three proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 29, 2026, and mailed to the Company’s stockholders on or about September 29, 2026 (the “Proxy Statement”). As disclosed in the Proxy Statement, as of the close of business on September 28, 2026, the record date for determining stockholders entitled to notice of and to vote at the Special Meeting (the “Record Date”), there were 156,182,436 shares of the Company’s common stock, par value $0.001 per share (“Shares”), outstanding and entitled to vote at the Special Meeting. A total of 126,025,631 Shares (representing approximately 80.69% of the Shares outstanding on the Record Date and entitled to vote at the Special Meeting) were present virtually or represented by proxy at the Special Meeting, constituting a quorum for the Special Meeting.

The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:

Proposal 1 - Adoption of the Merger Agreement: The Company’s stockholders adopted the Agreement and Plan of Merger, dated as of August 6, 2026 (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among 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”). Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger and continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). The voting results are set forth in the table immediately below:

For		Against		Abstain
118,218,914		7,592,263		214,454

Proposal 2 - Non-binding Advisory Vote on Compensation of Named Executive Officers: The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers identified in the Proxy Statement that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. The voting results are set forth in the table immediately below:

For		Against		Abstain
117,478,148		8,327,271		220,212

Proposal 3 - Adjournment of the Special Meeting, if necessary or appropriate: The stockholders of the Company approved a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, including to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the Company’s stockholders a reasonable amount of time in advance of the Special Meeting or to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to approve such proposal at the time of the Special Meeting. Although this proposal was approved by the Company’s stockholders, because there were sufficient votes represented at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement, this proposal to approve the adjournment of the Special Meeting is moot. The voting results are set forth in the table immediately below:

For		Against		Abstain
119,885,131		5,744,253		396,247

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: October 29, 2026	By:	/s/ Andrew E. Grimmig
		Andrew E. Grimmig
		Chief Legal Officer and Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB