DoubleVerify CEO Reports RSU/PSU Settlements and Tax-Withholding at $13.01

Rhea-AI Filing Summary

Mark Zagorski, CEO and director of DoubleVerify Holdings, Inc. (DV), reported a series of equity settlements and withholdings on 09/15/2025. Multiple restricted stock units (RSUs) and performance stock units (PSUs) vested and were settled, resulting in several acquisitions of common stock at $0 per share (vested awards) and share disposals to satisfy tax withholding obligations at $13.01 per share. After the reported transactions, Mr. Zagorski beneficially owned 471,630 shares of common stock (direct beneficial ownership). The filing documents grant dates and vesting schedules for the various awards and notes that some vested shares will be delivered following his separation from service.

Positive

• Vested awards converted to common stock, increasing reported direct beneficial ownership to 471,630 shares
• Grants and vesting schedules disclosed for RSUs and PSUs from 2021, 2022, 2023 and 2025, showing structured long-term incentives

Negative

• Shares were withheld to satisfy tax obligations, with multiple dispositions at $13.01 per share, reducing net delivered shares
• Some vested shares remain to be delivered following separation from service, indicating delayed settlement timing

Insights

Corporate Governance Expert

TL;DR: Insider reported routine vesting and tax-withholding dispositions; ownership increased to 471,630 shares, reflecting standard executive compensation activity.

The Form 4 discloses settlements of restricted stock units and performance stock units that converted into common stock on a one-for-one basis and subsequent share withholdings to satisfy tax obligations at $13.01 per share. The report shows the mechanics of compensation realization rather than open-market trading. The disclosure of continued delivery of some vested shares following separation is notable for administrative timing but is not unusual.

Executive Compensation Analyst

TL;DR: Vesting schedules and partial withholdings are consistent with multi-year grant structures; several tranche settlements occurred on the same date.

The filing specifies RSU grants from 2021, 2022, 2023 and 2025 with quarterly vesting schedules (6.25% quarterly or 8.33% for remaining PSU tranches) and a one-for-one conversion of units to shares. The simultaneous occurrence of multiple vesting events produced both acquisitions at $0 (award settlement) and disposals representing tax withholding. This pattern aligns with long-term incentive plan execution and does not indicate discretionary open-market sales by the reporting person.

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

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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)
09/15/2025

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	09/15/2025		M		15,219	A	$0(1)	468,858	D
Common Stock	09/15/2025		F(2)		8,417	D	$13.01	460,441	D
Common Stock	09/15/2025		M		2,756	A	$0(3)	463,197	D
Common Stock	09/15/2025		F(4)		1,525	D	$13.01	461,672	D
Common Stock	09/15/2025		M		7,802	A	$0(5)	469,474	D
Common Stock	09/15/2025		F(2)		4,315	D	$13.01	465,159	D
Common Stock	09/15/2025		M		6,471	A	$0(6)	471,630	D
Common Stock	09/15/2025		F(2)		3,579	D	$13.01	468,051	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	(7)	09/15/2025		M			15,219	(1)	(1)	Common Stock	15,219	$0	197,847	D
Performance Stock Units	(8)	09/15/2025		M			2,756	(3)	(3)	Common Stock	2,756	$0	13,784	D
Restricted Stock Units	(7)	09/15/2025		M			7,802	(5)	(5)	Common Stock	7,802	$0	70,213	D
Restricted Stock Units	(7)	09/15/2025		M			6,471	(6)	(6)	Common Stock	6,471	$0	6,471	D
Restricted Stock Units	(7)	09/15/2025		M			9,375(9)	(10)	(10)	Common Stock	9,375	$0	46,875	D

Explanation of Responses:

1. 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.

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 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.

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 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.

6. 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.

7. Restricted stock units convert into common stock on a one-for-one basis.

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

9. 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.

10. 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	09/17/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Mark Zagorski report on Form 4 for DV?

He reported the settlement of restricted stock units and performance stock units into common stock, acquisitions at $0 per share and share disposals to cover tax withholding at $13.01 per share on 09/15/2025.

How many shares does Mark Zagorski beneficially own after the reported transactions?

471,630 shares of common stock (direct beneficial ownership) as reported on the Form 4.

Were any shares sold on the open market in these transactions?

No open-market sales are reported; the disposals shown represent shares withheld to satisfy tax withholding obligations related to vesting.

Which awards vested and what are their conversion terms?

Restricted stock units and performance stock units convert into common stock on a one-for-one basis; vesting schedules and grant dates are specified in the filing.

What tax withholding price is disclosed for the share dispositions?

$13.01 per share is the reported price for shares withheld to satisfy tax obligations.