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DoubleVerify Holdings, Inc. 8-K Filings

DV NYSE

Every 8-K that DoubleVerify Holdings, Inc. (DV) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow DV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DV filings page.

Rhea-AI Summary

DoubleVerify Holdings, Inc. agreed to be acquired by Neptune BidCo US Inc., parent of Nielsen Company (US), LLC, through a merger in which DoubleVerify will become a wholly owned subsidiary and its common stock will be delisted and deregistered. At the effective time, each outstanding share of common stock (other than excluded and dissenting shares) will be converted into the right to receive $13.60 in cash per share, without interest and subject to withholding taxes.

The merger is subject to stockholder approval, antitrust and foreign regulatory clearances, and customary closing conditions, with an outside date of May 6, 2027, automatically extendable to August 6, 2027 under specified circumstances. Elliott-affiliated equity investors have committed $200,000,000 of equity, and lenders have committed approximately $1,800 million of debt financing; financing availability is not a closing condition. Termination fees include $60,000,000 payable by DoubleVerify in certain cases and a $144,000,000 parent termination fee. In connection with the transaction, severance protections for named executive officers were enhanced for change-in-control terminations, and the board approved a $3.5 million transaction bonus pool.

Rhea-AI Summary

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

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

Rhea-AI Summary

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

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

Rhea-AI 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.

Rhea-AI Summary

DoubleVerify Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 21, 2026. Stockholders elected three Class II directors to serve until the 2029 annual meeting, with each nominee receiving over 119 million votes in favor.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 117,751,469 votes for, 10,555,979 against, and 51,485 abstentions, plus 14,306,591 broker non-votes. In addition, they ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by a vote of 142,521,085 for, 98,743 against, and 45,696 abstaining.

Rhea-AI Summary

DoubleVerify Holdings reported first quarter 2026 results with steady growth and strong profitability. Revenue reached $180.8 million, up 10% year-over-year, led by Activation, Measurement and Supply-side customer types. Net income was $6.4 million, compared with $2.4 million a year earlier.

Adjusted EBITDA rose to $55.2 million with a 31% margin, up from 27%, reflecting operating leverage despite higher product development and sales costs. Free cash flow was negative $6.4 million as working capital and capital spending outpaced cash from operations.

The company repurchased 9.8 million shares for $100.2 million year to date and ended the quarter with about $173.8 million in cash and cash equivalents. Management highlighted a strong balance sheet with no debt and reaffirmed a disciplined capital allocation strategy and financial flexibility.

Rhea-AI Summary

DoubleVerify Holdings, Inc. reported solid 2025 growth and expanded its capital return plans. Revenue rose 14% year-over-year to $748.3 million, while net income was $50.7 million. Adjusted EBITDA reached $245.6 million, a 33% margin, with operating cash flow of $211 million and free cash flow of $172.7 million, representing 70% conversion.

The company ended 2025 with $259.0 million in cash and cash equivalents and no debt on its balance sheet. The Board approved a new share repurchase program authorizing up to $300 million of common stock, its largest authorization to date, replacing the prior program.

Management highlighted growth across Activation, Measurement and Supply-Side, with total revenue increasing to $748.3 million from $656.8 million. For 2026, DoubleVerify guided to revenue growth of 8% to 10% year-over-year and an expected Adjusted EBITDA margin of 34%, aiming to pair continued top-line expansion with rising profitability.

Rhea-AI Summary

DoubleVerify Holdings, Inc. reported it issued a press release announcing financial results for the three and nine months ended September 30, 2025. The press release is attached as Exhibit 99.1.

The disclosure under Item 2.02 and Exhibit 99.1 is being furnished, not filed, under the Exchange Act. DoubleVerify’s common stock trades on the NYSE under the symbol DV.

Rhea-AI Summary

DoubleVerify Holdings, Inc. reported that Julie Eddleman has decided to resign as Executive Vice President and Global Chief Commercial Officer, effective December 31, 2025, to pursue other interests. She will remain in her current role and compensation through that date while transitioning responsibilities as directed by the company and will be eligible for a fiscal year 2025 annual bonus under the existing bonus plan, subject to standard release and covenant conditions.

Under an Executive Separation Agreement and a Consulting Agreement, Ms. Eddleman’s post-employment consulting service will count as continued service for vesting of certain outstanding restricted stock units, nonqualified stock options and performance-based restricted stock units. Beginning January 1, 2026, she will serve as a Senior Advisor for an initial term of about six months, working on projects designated by the CEO and earning $350 per hour, with the arrangement terminable by the company on 30 days’ notice or immediately for cause.

Rhea-AI Summary

On 21 July 2025, DoubleVerify Holdings (NYSE:DV) executed an amended & restated employment agreement with CEO Mark Zagorski.

Key terms: (1) Annual base salary $669,500; (2) target cash bonus 100% of salary payable each year; (3) a one-time time-vesting RSU award valued at $2.5 million.

If employment ends without “cause” or for “good reason”, Mr Zagorski is entitled to 12 months of base salary, up to 24 months of health benefits, and any unpaid prior-year bonus (at target if termination occurs before its payout). Standard confidentiality, non-compete and non-solicit provisions apply. The contract has an open term and supersedes the prior agreement. A copy of the agreement is filed as Exhibit 10.1.