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DoubleVerify Holdings, Inc. (DV) CEO discloses ESPP buy and equity award vesting

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

DoubleVerify Holdings, Inc. Chief Executive Officer and director Mark S. Zagorski reported several equity transactions. On 11/30/2025 he acquired 100 shares of common stock under the company’s 2021 Employee Stock Purchase Plan at a discounted purchase price of $8.96 per share.

On 12/15/2025, multiple grants of restricted stock units and performance stock units converted into common stock at $0 exercise price, adding shares to his holdings. In connection with these vestings, a portion of the newly issued shares was withheld at $10.83 per share to cover tax obligations. After all reported transactions, Zagorski directly beneficially owned 482,563 shares of DoubleVerify common stock, and continued to hold additional unvested restricted stock units and performance stock units that convert into common stock on a one-for-one basis.

Positive

  • None.

Negative

  • None.
Insider Zagorski Mark
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 6,471 $0.00 --
Exercise Restricted Stock Units 7,802 $0.00 --
Exercise Performance Stock Units 2,756 $0.00 --
Exercise Restricted Stock Units 15,219 $0.00 --
Exercise Restricted Stock Units 9,375 $0.00 --
Exercise Common Stock 6,471 $0.00 --
Tax Withholding Common Stock 3,579 $10.83 $39K
Exercise Common Stock 7,802 $0.00 --
Tax Withholding Common Stock 4,315 $10.83 $47K
Exercise Common Stock 2,756 $0.00 --
Tax Withholding Common Stock 1,525 $10.83 $17K
Exercise Common Stock 15,219 $0.00 --
Tax Withholding Common Stock 8,417 $10.83 $91K
Other Common Stock 100 $8.96 $896.00
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 11,028 shares (Direct); Common Stock — 474,622 shares (Direct)
Footnotes (1)
  1. Pursuant to the DoubleVerify Holdings, Inc. 2021 Employee Stock Purchase Plan (ESPP), the purchase price per share reported reflects a discount of 15% of the lesser of the share price at the first day of the offering period or the purchase date. Each restricted stock unit was granted on December 10, 2021. 6.25% of the restricted stock units vested and were settled on March 15, 2022 (the "2022 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2022 Vesting Date. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units. Each restricted stock unit was granted on December 19, 2023. 6.25% of the restricted stock units vested and were settled on March 15, 2024 (the "2024 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2024 Vesting Date. Each performance stock unit was granted on December 19, 2023. 41.67% of the earned shares vested and were settled on the 2025 Vesting Date, and the remainder of the earned shares vest at a rate of 8.33% on each quarterly anniversary of the 2025 Vesting Date. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of performance stock units. Each restricted stock unit was granted on March 13, 2025. 6.25% of the restricted stock units vested and were settled on March 15, 2025 (the "2025 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2025 Vesting Date. Restricted stock units convert into common stock on a one-for-one basis. Performance stock units convert into common stock on a one-for-one basis. As reported previously, vested shares will be delivered to the reporting person as soon as administratively feasible following his separation from service with the Issuer. Each restricted stock unit was granted on December 12, 2022. 6.25% of the restricted stock units vested on March 15, 2023 (the "2023 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2023 Vesting Date.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED 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*
Zagorski Mark
(Last) (First) (Middle)
C/O DOUBLEVERIFY HOLDINGS, INC.
462 BROADWAY
(Street)
NEW YORK NY 10013
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DoubleVerify Holdings, Inc. [ DV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 11/30/2025 J(1) V 100 A $8.96(1) 468,151 D
Common Stock 12/15/2025 M 6,471 A $0(2) 474,622 D
Common Stock 12/15/2025 F(3) 3,579 D $10.83 471,043 D
Common Stock 12/15/2025 M 7,802 A $0(4) 478,845 D
Common Stock 12/15/2025 F(3) 4,315 D $10.83 474,530 D
Common Stock 12/15/2025 M 2,756 A $0(5) 477,286 D
Common Stock 12/15/2025 F(6) 1,525 D $10.83 475,761 D
Common Stock 12/15/2025 M 15,219 A $0(7) 490,980 D
Common Stock 12/15/2025 F(3) 8,417 D $10.83 482,563 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (8) 12/15/2025 M 6,471 (2) (2) Common Stock 6,471 $0 0 D
Restricted Stock Units (8) 12/15/2025 M 7,802 (4) (4) Common Stock 7,802 $0 62,411 D
Performance Stock Units (9) 12/15/2025 M 2,756 (5) (5) Common Stock 2,756 $0 11,028 D
Restricted Stock Units (8) 12/15/2025 M 15,219 (7) (7) Common Stock 15,219 $0 182,628 D
Restricted Stock Units (8) 12/15/2025 M 9,375(10) (11) (11) Common Stock 9,375 $0 37,500 D
Explanation of Responses:
1. Pursuant to the DoubleVerify Holdings, Inc. 2021 Employee Stock Purchase Plan (ESPP), the purchase price per share reported reflects a discount of 15% of the lesser of the share price at the first day of the offering period or the purchase date.
2. Each restricted stock unit was granted on December 10, 2021. 6.25% of the restricted stock units vested and were settled on March 15, 2022 (the "2022 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2022 Vesting Date.
3. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
4. Each restricted stock unit was granted on December 19, 2023. 6.25% of the restricted stock units vested and were settled on March 15, 2024 (the "2024 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2024 Vesting Date.
5. Each performance stock unit was granted on December 19, 2023. 41.67% of the earned shares vested and were settled on the 2025 Vesting Date, and the remainder of the earned shares vest at a rate of 8.33% on each quarterly anniversary of the 2025 Vesting Date.
6. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of performance stock units.
7. Each restricted stock unit was granted on March 13, 2025. 6.25% of the restricted stock units vested and were settled on March 15, 2025 (the "2025 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2025 Vesting Date.
8. Restricted stock units convert into common stock on a one-for-one basis.
9. Performance stock units convert into common stock on a one-for-one basis.
10. As reported previously, vested shares will be delivered to the reporting person as soon as administratively feasible following his separation from service with the Issuer.
11. Each restricted stock unit was granted on December 12, 2022. 6.25% of the restricted stock units vested on March 15, 2023 (the "2023 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2023 Vesting Date.
/s/ Andrew E. Grimmig, as Attorney-in-Fact for Mark S. Zagorski 12/17/2025
** Signature of Reporting Person Date
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did DoubleVerify (DV) report for its CEO?

The filing shows that CEO Mark S. Zagorski, also a director of DoubleVerify Holdings, Inc., reported multiple stock transactions, including an Employee Stock Purchase Plan buy and the vesting of restricted stock units and performance stock units.

How many DoubleVerify (DV) shares did the CEO buy through the ESPP?

On 11/30/2025, the CEO acquired 100 shares of DoubleVerify common stock under the 2021 Employee Stock Purchase Plan at a discounted purchase price of $8.96 per share.

What equity awards vested for the DoubleVerify (DV) CEO in this filing?

On 12/15/2025, several grants of restricted stock units and performance stock units vested and were settled into common stock at $0 exercise price, consistent with their original grant and quarterly vesting schedules.

Why were some DoubleVerify (DV) shares marked as disposed of in the Form 4?

Certain share dispositions on 12/15/2025 represent shares withheld to satisfy tax withholding obligations tied to the vesting of restricted stock units and performance stock units, at a withholding price of $10.83 per share.

How many DoubleVerify (DV) shares does the CEO own after these transactions?

Following the reported transactions, Mark S. Zagorski beneficially owned 482,563 shares of DoubleVerify common stock directly, in addition to unvested restricted stock units and performance stock units that convert into common stock on a one-for-one basis.

How do DoubleVerify (DV) restricted and performance stock units convert into shares?

The filing states that restricted stock units and performance stock units each convert into DoubleVerify common stock on a one-for-one basis as they vest under their respective award schedules.