DV CEO granted 145,458 performance stock units

DoubleVerify Holdings, Inc. Chief Executive Officer Mark Zagorski reported the acquisition of 145,458 performance stock units that were earned under a performance-based award.

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Rhea-AI Filing Summary

DoubleVerify Holdings, Inc. Chief Executive Officer Mark Zagorski reported the acquisition of 145,458 performance stock units that were earned under a performance-based award. These units convert into an equal number of shares of common stock on a one-for-one basis.

The footnotes explain that the original PSU grant of 121,753 units was made on March 13, 2025, but only became reportable once performance conditions were certified on March 10, 2026. Of the earned shares, 41.67% will vest and settle on March 15, 2026, with the remaining shares vesting in 8.33% increments on each quarterly anniversary of that date.

Insider Trade Summary

Grant/Award: 145,458 shares

Grant/Award 1 txn

Insider Zagorski Mark

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	145,458	$0.00	$0.00

Holdings After Transaction: Performance Stock Units — 145,458 contracts (Direct)

Footnotes (2)

F1. On March 13, 2025, the Reporting Person received a performance stock unit ("PSU") grant of 121,753 units. In light of the performance-based conditions of the award, the award was not reportable under Section 16 until the performance-based conditions were certified by the Issuer's Compensation Committee. Such certification occurred on March 10, 2026, pursuant to which 145,458 shares were earned. 41.67% of the earned shares will vest and settle on March 15, 2026 (the "2026 Vesting Date"), and the remainder of the earned shares will vest at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.
F2. Performance stock units convert into common stock on a one-for-one basis.

FAQ

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

What insider transaction did DV CEO Mark Zagorski report on this Form 4?

Mark Zagorski reported acquiring 145,458 performance stock units that were earned under a performance-based award. These units represent a compensation-related grant, not an open-market trade, and will convert into the same number of DoubleVerify common shares as they vest over time.

How many DoubleVerify (DV) shares are tied to Mark Zagorski’s new performance stock units?

The award covers 145,458 performance stock units, each convertible into one share of DoubleVerify common stock. The units were earned after performance conditions were certified, meaning up to 145,458 common shares may be delivered as the award vests according to its schedule.

What performance conditions affected Mark Zagorski’s DV performance stock unit award?

The award was originally granted on March 13, 2025, but only became reportable after performance-based conditions were certified on March 10, 2026. That certification determined that 145,458 shares were earned, reflecting achievement relative to the performance goals set by DoubleVerify’s Compensation Committee.

What is the vesting schedule for Mark Zagorski’s DoubleVerify performance stock units?

Of the 145,458 earned units, 41.67% will vest and settle on March 15, 2026. The remaining units will vest at 8.33% on each quarterly anniversary of that 2026 vesting date, spreading the delivery of common shares over multiple quarters as long as conditions are satisfied.

Do Mark Zagorski’s DV performance stock units involve a cash purchase or sale of shares?

No cash purchase or sale is described. The Form 4 reflects a grant or award of 145,458 performance stock units as compensation, with a stated price of $0.0000 per unit, which will convert into common stock as the award vests over time.

How do Mark Zagorski’s DoubleVerify performance stock units convert into common shares?

The performance stock units convert into DoubleVerify common stock on a one-for-one basis. This means each of the 145,458 earned units corresponds to one share of common stock, which will be delivered as the units vest following the certification of the performance conditions.

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

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Accepted by SEC EDGAR 03/12/2026 - 04:45 PM

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

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)
03/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units⁽¹⁾	⁽²⁾	03/10/2026		A		145,458		⁽¹⁾	⁽¹⁾	Common Stock	145,458	$0	145,458	D

Explanation of Responses:

1. On March 13, 2025, the Reporting Person received a performance stock unit ("PSU") grant of 121,753 units. In light of the performance-based conditions of the award, the award was not reportable under Section 16 until the performance-based conditions were certified by the Issuer's Compensation Committee. Such certification occurred on March 10, 2026, pursuant to which 145,458 shares were earned. 41.67% of the earned shares will vest and settle on March 15, 2026 (the "2026 Vesting Date"), and the remainder of the earned shares will vest at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.

2. Performance stock units convert into common stock on a one-for-one basis.

	/s/ Andrew E. Grimmig, as Attorney-in-Fact for Mark S. Zagorski	03/12/2026
	** 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