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DoubleVerify (DV) CEO logs RSU, PSU vesting and tax share withholding

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

Rhea-AI Filing Summary

DoubleVerify Holdings, Inc. Chief Executive Officer Mark Zagorski reported routine equity-compensation activity. On March 12, 2026, he received a grant of 275,000 restricted stock units that each convert into one share of common stock as they vest.

On March 15, 2026, multiple tranches of previously granted restricted stock units and performance stock units vested and were settled, exercising derivative awards into a total of 118,681 shares of common stock. To cover tax withholding obligations on these vestings, 57,173 shares were withheld at $10.21 per share, which is recorded as F-code dispositions rather than market sales.

Following these transactions, Zagorski directly holds 540,719 shares of DoubleVerify common stock. The remaining portions of the RSU and PSU awards continue to vest over time according to the quarterly vesting schedules described in the footnotes.

Positive

  • None.

Negative

  • None.
Insider Zagorski Mark
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 22,919 $0.00 --
Exercise Performance Stock Units 60,609 $0.00 --
Exercise Restricted Stock Units 15,219 $0.00 --
Exercise Performance Stock Units 2,757 $0.00 --
Exercise Restricted Stock Units 7,802 $0.00 --
Exercise Restricted Stock Units 9,375 $0.00 --
Exercise Common Stock 22,919 $0.00 --
Tax Withholding Common Stock 12,675 $10.21 $129K
Exercise Common Stock 60,609 $0.00 --
Tax Withholding Common Stock 33,517 $10.21 $342K
Exercise Common Stock 15,219 $0.00 --
Tax Withholding Common Stock 6,724 $10.21 $69K
Exercise Common Stock 2,757 $0.00 --
Tax Withholding Common Stock 1,112 $10.21 $11K
Exercise Common Stock 7,802 $0.00 --
Tax Withholding Common Stock 3,145 $10.21 $32K
Grant/Award Restricted Stock Units 275,000 $0.00 --
Holdings After Transaction: Restricted Stock Units — 252,081 shares (Direct); Performance Stock Units — 84,849 shares (Direct); Common Stock — 511,505 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit was granted on March 12, 2026. 8.33% of the restricted stock units vested and were settled on March 15, 2026 (the "2026 Vesting Date"), and the remainder of the restricted stock units vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units. Each performance stock unit was granted on March 13, 2025. 41.67% of the earned shares vested and were settled on the 2026 Vesting Date, and the remainder of the earned shares vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 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. Each performance stock unit "PSU" 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. 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. Restricted stock units convert into common stock on a one-for-one basis. The restricted stock units were granted on March 12, 2026. 8.33% of the restricted stock units vest and settle on March 15, 2026, and the remainder of the restricted stock units vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date. Performance stock units convert into common stock on a one-for-one basis. 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 and settle at a rate of 8.33% on each quarterly anniversary of the 2025 Vesting Date. 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)
03/12/2026
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)
Code V Amount (A) or (D) Price
Common Stock 03/15/2026 M 22,919 A $0(1) 511,505 D
Common Stock 03/15/2026 F(2) 12,675 D $10.21 498,830 D
Common Stock 03/15/2026 M 60,609 A $0(3) 559,439 D
Common Stock 03/15/2026 F(4) 33,517 D $10.21 525,922 D
Common Stock 03/15/2026 M 15,219 A $0(5) 541,141 D
Common Stock 03/15/2026 F(2) 6,724 D $10.21 534,417 D
Common Stock 03/15/2026 M 2,757 A $0(6) 537,174 D
Common Stock 03/15/2026 F(4) 1,112 D $10.21 536,062 D
Common Stock 03/15/2026 M 7,802 A $0(7) 543,864 D
Common Stock 03/15/2026 F(2) 3,145 D $10.21 540,719 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) 03/12/2026 A 275,000 (9) (9) Common Stock 275,000 $0 275,000 D
Restricted Stock Units (8) 03/15/2026 M 22,919 (1) (1) Common Stock 22,919 $0 252,081 D
Performance Stock Units (10) 03/15/2026 M 60,609 (3) (3) Common Stock 60,609 $0 84,849 D
Restricted Stock Units (8) 03/15/2026 M 15,219 (5) (5) Common Stock 15,219 $0 167,409 D
Performance Stock Units (10) 03/15/2026 M 2,757 (11) (11) Common Stock 2,757 $0 8,271 D
Restricted Stock Units (8) 03/15/2026 M 7,802 (7) (7) Common Stock 7,802 $0 54,609 D
Restricted Stock Units (8) 03/15/2026 M 9,375(12) (13) (13) Common Stock 9,375 $0 28,125 D
Explanation of Responses:
1. Each restricted stock unit was granted on March 12, 2026. 8.33% of the restricted stock units vested and were settled on March 15, 2026 (the "2026 Vesting Date"), and the remainder of the restricted stock units vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.
2. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
3. Each performance stock unit was granted on March 13, 2025. 41.67% of the earned shares vested and were settled on the 2026 Vesting Date, and the remainder of the earned shares vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.
4. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of performance stock units.
5. 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.
6. Each performance stock unit "PSU" 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.
7. 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.
8. Restricted stock units convert into common stock on a one-for-one basis.
9. The restricted stock units were granted on March 12, 2026. 8.33% of the restricted stock units vest and settle on March 15, 2026, and the remainder of the restricted stock units vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.
10. Performance stock units convert into common stock on a one-for-one basis.
11. 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 and settle at a rate of 8.33% on each quarterly anniversary of the 2025 Vesting Date.
12. 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.
13. 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 03/16/2026
** 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

FAQ

What insider transactions did DoubleVerify (DV) CEO Mark Zagorski report?

Mark Zagorski reported routine equity-compensation transactions. Several restricted stock unit and performance stock unit awards vested and converted into common shares, and a portion of those shares was withheld to satisfy tax obligations, with no open-market purchases or sales disclosed in this filing.

How many restricted stock units were newly granted to the DoubleVerify (DV) CEO?

Zagorski received 275,000 restricted stock units. The grant was made on March 12, 2026, and each unit converts into one share of DoubleVerify common stock as it vests under a quarterly vesting schedule described in the accompanying footnotes.

How many DoubleVerify (DV) shares vested and how many were withheld for taxes?

Derivative awards converted into 118,681 common shares, with 57,173 shares withheld. The withheld shares, recorded under F-code transactions at $10.21 per share, were used to cover related tax withholding obligations rather than sold in the open market.

What are the vesting terms for the DoubleVerify (DV) CEO’s new restricted stock units?

The March 12, 2026 RSU grant vests 8.33% each quarter. An initial 8.33% vested and settled on March 15, 2026, with the remaining units vesting and settling at 8.33% on each quarterly anniversary of that 2026 vesting date.

How do DoubleVerify (DV) performance stock units convert into common shares for the CEO?

Performance stock units convert into common stock on a one-for-one basis. Earned shares from PSU grants, including awards from December 19, 2023 and March 13, 2025, vest partially on specified vesting dates and then continue vesting at set quarterly percentages.

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

After the reported transactions, Zagorski holds 540,719 common shares directly. This figure reflects the net result of derivative exercises and related tax withholding share dispositions recorded in the Form 4 as of March 15, 2026.