Providence funds execute 7.95M-share distribution in-kind for DoubleVerify (DV)

Rhea-AI Filing Summary

DoubleVerify Holdings, Inc. (DV) insiders and affiliated funds reported a pro rata distribution-in-kind on September 9, 2025 that moved large blocks of common stock among Providence-related entities and individual partners. Providence VII U.S. Holdings L.P. disposed of 7,948,770 shares in the distribution and is reported to hold 18,173,777 shares following the transaction. Several individuals received distributions: J. David Phillips 30,720 shares, Karim A. Tabet 35,749 (who also sold 35,749 shares at $14.51), Andrew A. Tisdale 47,632 (donated those 47,632 shares), and Michael J. Dominguez 115,036 shares. CSC Trustee 2 (Jersey) Limited received 396 shares and sold those 396 at $14.51.

The filing includes customary disclaimers: certain Providence entities and named individuals may be deemed to exercise voting or investment power over shares held by the funds, but each disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

• Pro rata distribution-in-kind was executed, providing liquidity to partners and clearly disclosed
• Insider sales by Karim A. Tabet and CSC Trustee were reported and executed under Rule 144 at $14.51, indicating compliance with resale rules
• Detailed disclaimers clarify complex GP/LP relationships and limit ambiguity about beneficial ownership

Negative

• Large transfer of 7,948,770 shares from Providence VII may increase free float and could pressure share supply
• Insider ownership profiles changed after distribution, which can complicate governance visibility for investors
• Some insiders sold shares contemporaneously, which may be viewed negatively by some market participants

Insights

Corporate Governance Expert

TL;DR: Large fund-level distribution reallocates insider-held shares; disclosure and disclaimers are standard but investors should note change in beneficial ownership profiles.

The Form 4 documents a sizeable pro rata distribution-in-kind by Providence-affiliated funds, moving nearly 8 million shares from Providence VII and smaller blocks from Providence Butternut. These distributions change the on-record ownership mix without indicating a corporate transaction by DoubleVerify itself. The filing’s disclaimers about deemed control reflect layered GP/LP structures common in private equity; such language is routine but important for governance transparency. Insider sales by Karim A. Tabet and CSC Trustee at $14.51 are executed under Rule 144, indicating liquidity events rather than corporate insider trading tied to new information.

Securities Analyst

TL;DR: Distribution-in-kind increases available free float; modest insider sales at $14.51 executed concurrently.

The distribution moved substantial shares to partners and related vehicles, effectively increasing circulating holdings and potentially free float depending on subsequent transfers. Sales by Karim A. Tabet (35,749 shares) and CSC Trustee (396 shares) at $14.51 are small relative to the multi-million share distribution but represent immediate liquidity by recipients. There is no earnings or operational information here; the filing is a capital-ownership event that could affect supply-demand dynamics if recipients monetize more shares.

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
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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^*

Providence VII U.S. Holdings L.P.

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FL

(Street)

PROVIDENCE RI 02903

(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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	09/09/2025		J		7,948,770(1)	D	$0	18,173,777	D(2)(3)(4)
Common Stock	09/09/2025		J		51,230(5)	D	$0	117,131	I	By Providence Butternut Co-Investment L.P.(4)(6)
Common Stock	09/09/2025		J		30,720	A	$0	30,720(7)	I	By J. David Phillips
Common Stock	09/09/2025		J		35,749	A	$0	35,749(8)	I	By Karim A. Tabet
Common Stock	09/09/2025		S		35,749	D	$14.51	0(9)	I	By Karim A. Tabet
Common Stock	09/09/2025		J		396	A	$0	396(10)	I	By CSC Trustee 2 (Jersey) Limited
Common Stock	09/09/2025		S		396	D	$14.51	0(11)	I	By CSC Trustee 2 (Jersey) Limited
Common Stock	09/09/2025		J		47,632	A	$0	47,632(12)	I	By Andrew A. Tisdale
Common Stock	09/09/2025		G		47,632	D	$0	0(13)	I	By Andrew A. Tisdale
Common Stock	09/09/2025		J		2,500	A	$0	2,500(14)	I	By AT 2020 Trust
Common Stock	09/09/2025		J		115,036	A	$0	115,036(15)	I	By Michael J. Dominguez

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

1. Name and Address of Reporting Person^*

Providence VII U.S. Holdings L.P.

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FL

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Providence Equity GP VII-A L.P.

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FL

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Providence Butternut Co-Investment L.P.

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FL

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Phillips J. David

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FL

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Tabet Karim A

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FL

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Tisdale Andrew A

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FL

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Dominguez Michael J

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FL

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Providence Equity Partners L.L.C.

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FLOOR

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

Explanation of Responses:

1. The securities reported represent shares of common stock of DoubleVerify Holdings, Inc. (the "Issuer") disposed of by Providence VII U.S. Holdings L.P. ("Providence VII") pursuant to a pro rata distribution-in-kind on September 9, 2025 to all partners of Providence VII (the "Distribution-in-Kind").

2. R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez may be deemed to exercise voting and investment power over, and thus may be deemed to beneficially own, the securities held by Providence VII due to their relationships with Providence Holdco (International) GP Ltd. ("Holdco"). Each of Providence Equity GP VII-A L.P. ("Providence GP"), R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez hereby disclaims beneficial ownership of the shares held by Providence VII, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form held by Providence VII.

3. The securities reported are held directly by Providence VII and may be deemed to be beneficially owned by Providence GP because Providence GP is the general partner of Providence VII. R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez control Holdco, which is the general partner of Providence Fund Holdco (International) L.P. Providence Fund Holdco (International) L.P. is the general partner of PEP VII-A International Ltd., which is the general partner of Providence GP.

4. R. Davis Noell has separately filed a Form 4.

5. The securities reported represent shares of common stock of the Issuer disposed of by Providence Butternut Co-Investment L.P. ("Providence Butternut") pursuant to a pro rata distribution-in-kind on September 9, 2025 to all partners of Providence Butternut (the "Butternut Distribution-in-Kind").

6. R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez may be deemed to exercise voting and investment power over, and thus may be deemed to beneficially own, the securities held by Providence Butternut due to their relationships with Holdco. Each of Providence GP, R. Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez hereby disclaims beneficial ownership of the shares held by Providence Butternut, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form held by Providence Butternut.

7. Includes 30,720 shares of common stock of the Issuer received by J. David Phillips in the Distribution-in-Kind and the Butternut Distribution-in-Kind, which distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

8. Includes 35,749 shares of common stock of the Issuer received by Karim A. Tabet in the Distribution-in-Kind and the Butternut Distribution-in-Kind, which distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

9. The securities reported represent shares of common stock of the Issuer sold by Mr. Tabet in a sale in accordance with the requirements of Rule 144 under the Securities Act.

10. Includes 396 shares of common stock of the Issuer received by CSC Trustee 2 (Jersey) Limited in the Distribution-in-Kind, which distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

11. The securities reported represent shares of common stock of the Issuer sold by CSC Trustee 2 (Jersey) Limited in a sale in accordance with the requirements of Rule 144 under the Securities Act.

12. Includes 47,632 shares of common stock of the Issuer received by Andrew A. Tisdale in the Distribution-in-Kind, which distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

13. Represents a charitable donation of 47,632 shares of common stock of the Issuer made by Andrew A. Tisdale.

14. Includes 2,500 shares of common stock of the Issuer received by the AT 2020 Trust, for which Mr. Tisdale is trustee, in the Distribution-in-Kind, which distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

15. Includes 115,036 shares of common stock of the Issuer received by Michael J. Dominguez in the Distribution-in-Kind and the Butternut Distribution-in-Kind, which distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

	Providence VII U.S. Holdings L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer	09/11/2025
	Providence Equity GP VII-A L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer	09/11/2025
	Providence Butternut Co-Investment L.P.: /s/ Sarah N. Conde, General Counsel and Chief Compliance Officer	09/11/2025
	/s/ Sarah N. Conde, as Attorney-in-Fact for J. David Phillips	09/11/2025
	/s/ Sarah N. Conde, as Attorney-in-Fact for Karim A. Tabet	09/11/2025
	/s/ Sarah N. Conde, as Attorney-in-Fact for Andrew A. Tisdale	09/11/2025
	/s/ Sarah N. Conde, as Attorney-in-Fact for Michael J. Dominguez	09/11/2025
	Providence Equity Partners L.L.C.: /s/ Sarah N. Conde, General Counsel & Chief Compliance Officer	09/11/2025
	** 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.

FAQ

What happened in the DV Form 4 filed September 2025?

Providence-related funds executed a pro rata distribution-in-kind on 09/09/2025 that redistributed shares among partners and related entities; certain recipients also sold small amounts at $14.51.

How many shares did Providence VII dispose of in the distribution?

Providence VII disposed of 7,948,770 shares and is reported to beneficially own 18,173,777 shares following the transaction.

Did any insiders sell shares and at what price?

Yes. Karim A. Tabet sold 35,749 shares at $14.51; CSC Trustee 2 (Jersey) Limited sold 396 shares at $14.51.

Which insiders received distributions and how many shares?

J. David Phillips received 30,720 shares; Karim A. Tabet received 35,749; Andrew A. Tisdale received 47,632 (which he donated); Michael J. Dominguez received 115,036.

Does this Form 4 change who controls the shares?

The filing states certain Providence principals may be deemed to exercise voting or investment power over fund-held shares but includes disclaimers that they disclaim beneficial ownership except to their pecuniary interest.