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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 15,219 | $0.00 | -- |
| Exercise | Performance Stock Units | 2,756 | $0.00 | -- |
| Exercise | Restricted Stock Units | 7,802 | $0.00 | -- |
| Exercise | Restricted Stock Units | 6,471 | $0.00 | -- |
| Exercise | Restricted Stock Units | 9,375 | $0.00 | -- |
| Exercise | Common Stock | 15,219 | $0.00 | -- |
| Tax Withholding | Common Stock | 8,417 | $13.01 | $110K |
| Exercise | Common Stock | 2,756 | $0.00 | -- |
| Tax Withholding | Common Stock | 1,525 | $13.01 | $20K |
| Exercise | Common Stock | 7,802 | $0.00 | -- |
| Tax Withholding | Common Stock | 4,315 | $13.01 | $56K |
| Exercise | Common Stock | 6,471 | $0.00 | -- |
| Tax Withholding | Common Stock | 3,579 | $13.01 | $47K |
Footnotes (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. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units. 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 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 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. 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.
