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DoubleVerify (DV) director receives 20,000 RSUs and exercises prior award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

DoubleVerify Holdings, Inc. director Scott Wagner, through Hilltopper LLC, reported equity compensation changes. On May 21, 2026, 14,609 previously granted restricted stock units that fully vested that day were exercised, converting into 14,609 shares of common stock on a one-for-one basis.

On the same date, Hilltopper LLC received a new grant of 20,000 time-based restricted stock units under DoubleVerify’s non-employee director compensation program. These RSUs vest on the earlier of May 21, 2027 or the 2027 Annual Meeting of Stockholders, subject to Mr. Wagner’s continued service. Following these transactions, Hilltopper LLC holds 46,526 shares of common stock indirectly owned by Mr. Wagner, plus 20,000 RSUs.

Positive

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Negative

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Insider Wagner Scott
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 14,609 $0.00 --
Grant/Award Restricted Stock Units 20,000 $0.00 --
Exercise Common Stock 14,609 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Indirect, By LLC); Common Stock — 46,526 shares (Indirect, By LLC)
Footnotes (1)
  1. Each restricted stock unit was granted on May 21, 2025 and represents a right to receive one share of common stock on a one-to-one basis. The restricted stock units fully vested on May 21, 2026. Represents shares and restricted stock units held by Hilltopper LLC, which is wholly-owned by Mr. Wagner. Restricted stock units convert into common stock on a one-for-one basis. Represents time-based restricted stock units granted on May 21, 2026 pursuant to the annual equity grant under DoubleVerify Holdings, Inc.'s non-employee director compensation program. The restricted stock units vest on the earlier of (i) May 21, 2027 and (ii) the date of DoubleVerify Holdings, Inc.'s 2027 Annual Meeting of Stockholders, subject to the reporting person's continued service.
RSUs exercised 14,609 shares Restricted stock units converted into common stock on May 21, 2026
New RSU grant 20,000 RSUs Time-based RSUs granted May 21, 2026 under non-employee director program
Common shares held 46,526 shares Indirect holdings by Hilltopper LLC following the transactions
RSU vesting date May 21, 2027 Latest possible vesting date for 20,000 time-based RSUs, or earlier at 2027 Annual Meeting
Restricted Stock Units financial
"Each restricted stock unit was granted on May 21, 2025 and represents a right to receive one share of common stock on a one-to-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
time-based restricted stock units financial
"Represents time-based restricted stock units granted on May 21, 2026 pursuant to the annual equity grant under DoubleVerify Holdings, Inc.'s non-employee director compensation program."
Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.
non-employee director compensation program financial
"Represents time-based restricted stock units granted on May 21, 2026 pursuant to the annual equity grant under DoubleVerify Holdings, Inc.'s non-employee director compensation program."
Annual Meeting of Stockholders financial
"The restricted stock units vest on the earlier of (i) May 21, 2027 and (ii) the date of DoubleVerify Holdings, Inc.'s 2027 Annual Meeting of Stockholders, subject to the reporting person's continued service."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wagner Scott
(Last)(First)(Middle)
C/O DOUBLEVERIFY HOLDINGS, INC.
(Street)
NEW YORK NEW YORK 10013
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [ DV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/21/2026M14,609A$0(1)46,526IBy LLC(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)05/21/2026M14,60905/21/2026(1) (1)Common Stock14,609$00IBy LLC(2)
Restricted Stock Units(3)05/21/2026A20,00005/21/2027(4) (4)Common Stock20,000$020,000IBy LLC(2)
Explanation of Responses:
1. Each restricted stock unit was granted on May 21, 2025 and represents a right to receive one share of common stock on a one-to-one basis. The restricted stock units fully vested on May 21, 2026.
2. Represents shares and restricted stock units held by Hilltopper LLC, which is wholly-owned by Mr. Wagner.
3. Restricted stock units convert into common stock on a one-for-one basis.
4. Represents time-based restricted stock units granted on May 21, 2026 pursuant to the annual equity grant under DoubleVerify Holdings, Inc.'s non-employee director compensation program. The restricted stock units vest on the earlier of (i) May 21, 2027 and (ii) the date of DoubleVerify Holdings, Inc.'s 2027 Annual Meeting of Stockholders, subject to the reporting person's continued service.
/s/ Andrew E. Grimmig, as Attorney-in-Fact for Scott Wagner05/22/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did DoubleVerify (DV) director Scott Wagner report?

Scott Wagner, via Hilltopper LLC, reported exercising 14,609 vested restricted stock units into the same number of DoubleVerify common shares and receiving a new grant of 20,000 time-based RSUs. All holdings are reported as indirectly owned through Hilltopper LLC.

Did Scott Wagner buy or sell DoubleVerify (DV) shares on the open market?

The filing shows no open-market purchases or sales. It reflects an automatic conversion of 14,609 vested restricted stock units into common stock and a grant of 20,000 new RSUs as part of DoubleVerify’s non-employee director compensation program.

How many DoubleVerify (DV) shares does Hilltopper LLC hold after these transactions?

After the transactions, Hilltopper LLC holds 46,526 shares of DoubleVerify common stock and 20,000 restricted stock units. All these positions are reported as indirectly owned by director Scott Wagner through the wholly owned Hilltopper LLC entity.

What are the terms of Scott Wagner’s new 20,000 RSU grant at DoubleVerify (DV)?

The 20,000 time-based restricted stock units were granted on May 21, 2026 and convert into common stock one-for-one. They vest on the earlier of May 21, 2027 or DoubleVerify’s 2027 Annual Meeting of Stockholders, subject to Mr. Wagner’s continued service.

How did Scott Wagner’s earlier DoubleVerify (DV) RSU award vest and convert?

An earlier RSU award granted May 21, 2025 fully vested on May 21, 2026. On that date, 14,609 restricted stock units converted into 14,609 DoubleVerify common shares on a one-for-one basis, increasing Hilltopper LLC’s indirect share holdings.