DoubleVerify Holdings, Inc 10-Q for FY2025 Q3
DoubleVerify Holdings, Inc. (DV)
About this 10-Q
DoubleVerify Holdings, Inc filed this 10-Q on November 7, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $188.62M
- up 11.2% from $169.56M a year earlier
- Net income
- $10.2M
- down 43.9% from net income of $18.2M a year earlier
- Diluted EPS
- $0.06
- down 40.0% from $0.10 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
EXCHANGE ACT OF 1934
For the quarterly period ended
or
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices)
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(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading symbol | Name of Exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☒ | Accelerated filer | ☐ | | ||
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Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 31, 2025, there were
DoubleVerify Holdings, Inc.
Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 2025
TABLE OF CONTENTS
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FINANCIAL INFORMATION (Unaudited) | | ||||
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| | Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | | 4 | |
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 24 | | |
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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (“Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included in this Quarterly Report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, savings and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “plan,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct.
You should read the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2024 and filed with the Securities and Exchange Commission (“SEC”), on February 27, 2025, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this report. There may be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ materially from the forward-looking statements.
All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report and in the Annual Report on Form 10-K for the year ended December 31, 2024. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.
“DoubleVerify,” “the DV Authentic Ad,” “Authentic Brand Suitability,” “DV Pinnacle” and other trademarks of ours appearing in this report are our property and we deem them particularly important to the marketing activities conducted by each of our businesses. Solely for convenience, the trademarks, service marks and trade names referred to in this report are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names. This report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.
Unless the context otherwise requires, the terms “DoubleVerify,” ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ and the ‘‘Company,’’ as used in this report refer to DoubleVerify Holdings, Inc. and its consolidated subsidiaries.
3
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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| As of |
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(in thousands, except per share data) | | September 30, 2025 | | December 31, 2024 | ||
Assets: |
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Current assets |
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Cash and cash equivalents | | $ | | | $ | |
Short-term investments | | | — | | | |
Trade receivables, net of allowances for doubtful accounts of $ | | | | | | |
Prepaid expenses and other current assets | |
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Total current assets | |
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Property, plant and equipment, net | |
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Operating lease right-of-use assets, net | | | | | | |
Goodwill | |
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Intangible assets, net | |
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Deferred tax assets | |
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Other non-current assets | |
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Total assets | | $ | | | $ | |
Liabilities and Stockholders' Equity: | |
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Current liabilities | |
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Trade payables | | $ | | | $ | |
Accrued expenses | |
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Operating lease liabilities, current | | | | | | |
Income tax liabilities | |
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Current portion of finance lease obligations | |
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Other current liabilities | |
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Total current liabilities | |
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Operating lease liabilities, non-current | | | | | | |
Finance lease obligations | |
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Deferred tax liabilities | |
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Other non-current liabilities | |
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Total liabilities | | | | | | |
Commitments and contingencies (Note 15) | |
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Stockholders’ equity | |
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Common stock, $ | | | | | ||
Additional paid-in capital | | | | | | |
Treasury stock, at cost, | | | ( | | | ( |
Retained earnings | |
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Accumulated other comprehensive income (loss), net of income taxes | |
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Total stockholders’ equity | |
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Total liabilities and stockholders' equity | | $ | | | $ | |
See accompanying Notes to unaudited Condensed Consolidated Financial Statements.
4
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
(in thousands, except per share data) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Revenue | | $ | | | $ | | | $ | | | $ | |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | |
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Product development | |
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Sales, marketing and customer support | |
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General and administrative | |
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Depreciation and amortization | |
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Income from operations | |
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Interest expense | |
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Other expense (income), net | |
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Income before income taxes | |
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Income tax expense | |
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Net income | | $ | | | $ | | | $ | | | $ | |
Earnings per share: | |
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Basic | | $ | | | $ | | | $ | | | $ | |
Diluted | | $ | | | $ | | | $ | | | $ | |
Weighted-average common stock outstanding: | |
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Basic | |
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Diluted | |
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Comprehensive income: | |
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Net income | | $ | | | $ | | | $ | | | $ | |
Other comprehensive income: | |
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Foreign currency cumulative translation adjustment | |
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Total comprehensive income | | $ | | | $ | | | $ | | | $ | |
See accompanying Notes to unaudited Condensed Consolidated Financial Statements.
5
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
| | | | | | | | | | | | | | | | | | Accumulated Other | | | | |
| | | | | | | | | | | | Additional | | | | | Comprehensive | | Total | |||
| | Common Stock | | Treasury Stock | | Paid-in | | Retained | | Income (Loss) | | Stockholders’ | ||||||||||
(in thousands) |
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Earnings |
| Net of Income Taxes |
| Equity | ||||||
Balance as of January 1, 2025 | | | | $ | | | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | |
Foreign currency translation adjustment | | — | |
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| — | |
| — | |
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Shares repurchased for settlement of employee tax withholdings | | — | | | — | | | | | ( | | | — | | | — | | | — | | | ( |
Stock-based compensation expense | | — | |
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Common stock issued upon exercise of stock options | | | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued upon vesting of restricted stock units | | | |
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Common stock issued upon vesting of performance stock units | | | | | — | | — | | | — | | | — | | | — | | | — | | | — |
Shares repurchased under the Repurchase Program and New Repurchase Program | | — | | | — | | | | | ( | | | — | | | — | | | — | | | ( |
Excise tax on shares repurchased | | — | | | — | | — | | | ( | | | ( | | | — | | | — | | | ( |
Treasury stock reissued upon settlement of equity awards | | — | | | — | | ( | | | | | | ( | | | — | | | — | | | — |
Net income | | — | |
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| — | |
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| — | |
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Balance as of March 31, 2025 | | | | | | | | | | ( | | | | | | | | | ( | | | |
Foreign currency translation adjustment | | — | | | — | | — | | | — | | | — | | | — | | | | | | |
Shares repurchased for settlement of employee tax withholdings | | — | | | — | | | | | ( | | | — | | | — | | | — | | | ( |
Stock-based compensation expense | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued under employee purchase plan | | | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued upon exercise of stock options | | | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued upon vesting of restricted stock units | | | | | | | — | | | — | | | ( | | | — | | | — | | | — |
Common stock issued upon vesting of performance stock units | | | | | — | | — | | | — | | | — | | | — | | | — | | | — |
Excise tax on shares repurchased | | — | | | — | | — | | | | | | — | | | — | | | — | | | |
Net income | | — | | | — | | — | | | — | | | — | | | | | | — | | | |
Balance as of June 30, 2025 | | | | | | | | | | ( | | | | | | | | | | | | |
Foreign currency translation adjustment | | — | | | — | | — | | | — | | | — | | | — | | | | | | |
Shares repurchased for settlement of employee tax withholdings | | — | | | — | | | | | ( | | | — | | | — | | | — | | | ( |
Stock-based compensation expense | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued upon exercise of stock options | | | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued upon vesting of restricted stock units | | | | | — | | — | | | — | | | — | | | — | | | — | | | — |
Common stock issued upon vesting of performance stock units | | | | | — | | — | | | — | | | — | | | — | | | — | | | — |
Shares repurchased under the New Repurchase Program | | — | | | — | | | | | ( | | | — | | | — | | | — | | | ( |
Excise tax on shares repurchased | | — | | | — | | — | | | ( | | | — | | | — | | | — | | | ( |
Treasury stock reissued upon settlement of equity awards | | — | | | — | | ( | | | | | | ( | | | — | | | — | | | — |
Net income | | — | | | — | | — | | | — | | | — | | | | | | — | | | |
Balance as of September 30, 2025 | | | | $ | | | | | $ | ( | | $ | | | $ | | | $ | | | $ | |
See accompanying Notes to unaudited Condensed Consolidated Financial Statements.
6
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
| | | | | | | | | | | | | | | | | | Accumulated Other | | | | |
| | | | | | | | | | | | Additional | | | | | Comprehensive | | Total | |||
| | Common Stock | | Treasury Stock | | Paid-in | | Retained | | Income (Loss) | | Stockholders’ | ||||||||||
(in thousands) |
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Earnings |
| Net of Income Taxes |
| Equity | ||||||
Balance as of January 1, 2024 | | | | $ | | | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | |
Foreign currency translation adjustment | | — | | | — | | — | | | — | | | — | | | — | | | ( | |
| ( |
Shares repurchased for settlement of employee tax withholdings | | — | | | — | | | | | ( | | | — | | | — | | | — | |
| ( |
Stock-based compensation expense | | — | | | — | | — | | | — | | | | | | — | | | — | |
| |
Common stock issued upon exercise of stock options | | | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued upon vesting of restricted stock units | | | | | | | — | | | — | | | ( | | | — | | | — | | | — |
Treasury stock reissued upon settlement of equity awards | | — | | | — | | ( | | | | | | ( | | | — | | | — | | | — |
Net income | | — | | | — | | — | | | — | | | — | | | | | | — | |
| |
Balance as of March 31, 2024 | | | | | | | | | | ( | | | | | | | | | ( | | | |
Foreign currency translation adjustment | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
Shares repurchased for settlement of employee tax withholdings | | — | | | — | | | | | ( | | | — | | | — | | | — | | | ( |
Stock-based compensation expense | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued under employee purchase plan | | | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued upon exercise of stock options | | | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued upon vesting of restricted stock units | | | | | | | — | | | — | | | ( | | | — | | | — | | | — |
Shares repurchased under the Repurchase Program | | — | | | — | | | | | ( | | | — | | | — | | | — | | | ( |
Treasury stock reissued upon settlement of equity awards | | — | | | — | | ( | | | | | | ( | | | — | | | — | | | — |
Net income | | — | | | — | | — | | | — | | | — | | | | | | — | | | |
Balance as of June 30, 2024 | | | | | | | | | | ( | | | | | | | | | ( | | | |
Foreign currency translation adjustment | | — | | | — | | — | | | — | | | — | | | — | | | | | | |
Shares repurchased for settlement of employee tax withholdings | | — | | | — | | | | | ( | | | — | | | — | | | — | | | ( |
Stock-based compensation expense | | — | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued upon exercise of stock options | | | | | — | | — | | | — | | | | | | — | | | — | | | |
Common stock issued upon vesting of restricted stock units | | | | | — | | — | | | — | | | — | | | — | | | — | | | — |
Shares repurchased under the Repurchase Program | | — | | | — | | | | | ( | | | — | | | — | | | — | | | ( |
Treasury stock reissued upon settlement of equity awards | | — | | | — | | ( | | | | | | ( | | | — | | | — | | | — |
Net income | | — | | | — | | — | | | — | | | — | | | | | | — | | | |
Balance as of September 30, 2024 | | | | $ | | | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | |
See accompanying Notes to unaudited Condensed Consolidated Financial Statements.
7
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended | |||||
| | September 30, | ||||
(in thousands) |
| 2025 |
| 2024 | ||
Operating activities: |
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Net income | | $ | | | $ | |
Adjustments to reconcile net income to net cash provided by operating activities | |
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Bad debt expense | |
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Depreciation and amortization expense | |
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Amortization of debt issuance costs | |
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Non-cash lease expense | | | | | | |
Deferred taxes | |
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| ( |
Stock-based compensation expense | |
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Interest expense (income), net | | | | | | ( |
Loss on disposal of fixed assets | | | | | | — |
Other | | | | | | |
Changes in operating assets and liabilities, net of effects of business combinations | |
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Trade receivables | |
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Prepaid expenses and other assets | |
| ( | |
| ( |
Trade payables | |
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Accrued expenses and other liabilities | |
| ( | |
| ( |
Net cash provided by operating activities | |
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Investing activities: | |
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Purchase of property, plant and equipment | |
| ( | |
| ( |
Acquisition of businesses, net of cash acquired | | | ( | | | — |
Purchase of short-term investments | | | — | | | ( |
Proceeds from maturity of short-term investments | | | | | | |
Other investing activities | | | ( | | | — |
Net cash used in investing activities | |
| ( | |
| ( |
Financing activities: | |
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Proceeds from common stock issued upon exercise of stock options | | | | | | |
Proceeds from common stock issued under employee purchase plan | | | | | | |
Finance lease payments | | | ( | | | ( |
Shares repurchased under the Repurchase Program and New Repurchase Program | | | ( | | | ( |
Payment of excise tax on shares repurchased | | | ( | | | — |
Shares repurchased for settlement of employee tax withholdings | | | ( | | | ( |
Net cash used in financing activities | |
| ( | |
| ( |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | |
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Net (decrease) increase in cash, cash equivalents, and restricted cash | |
| ( | |
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Cash, cash equivalents, and restricted cash - Beginning of period | |
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Cash, cash equivalents, and restricted cash - End of period | | $ | | | $ | |
| | | | | | |
Cash and cash equivalents | | $ | | | $ | |
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| — | |
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| | | | | | |
Total cash and cash equivalents and restricted cash | | $ | | | $ | |
Supplemental cash flow information: | |
| | |
| |
Cash paid for taxes | | $ | | | $ | |
Cash paid for interest | | $ | | | $ | |
Non-cash investing and financing activities: | |
| | |
| |
Right-of-use assets obtained in exchange for new operating lease liabilities, net of impairments and tenant improvement allowances | | $ | | | $ | |
Acquisition of equipment under finance lease | | $ | | | $ | — |
Capital assets financed by accounts payable and accrued expenses | | $ | | | $ | |
Stock-based compensation included in capitalized software development costs | | $ | | | $ | |
Accrued excise tax on net share repurchases | | $ | | | $ | — |
See accompanying Notes to unaudited Condensed Consolidated Financial Statements.
8
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
1. Description of Business
DoubleVerify Holdings, Inc. (the “Company”) is one of the industry’s leading media effectiveness platforms that leverages artificial intelligence (“AI”) to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. The Company’s solutions provide advertisers unbiased data analytics that enable advertisers to increase the effectiveness, quality and return on their digital advertising investments. The DV Authentic Ad is our proprietary metric of digital media quality, which measures whether a digital ad was delivered in a brand suitable environment, fully viewable, by a real person and in the intended geography. The Company’s software interface, DV Pinnacle, delivers these metrics to our customers in real time, allowing them to access critical performance data on their digital transactions. The Company’s software solutions are integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels and digital publishers. The Company’s solutions are accredited by the Media Rating Council, which allows the Company’s data to be used as a single source standard in the evaluation and measurement of digital ads.
The Company was incorporated on August 16, 2017 and is registered in the state of Delaware. The Company is headquartered in New York, New York and has wholly-owned subsidiaries in numerous jurisdictions, including Israel, the United Kingdom, the United Arab Emirates, Germany, Singapore, Australia, Canada, Brazil, Belgium, Mexico, France, Japan, Spain, Finland, Italy and India, and operates in
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Preparation and Principles of Consolidation
The accompanying Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024, the Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024, and the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair presentation of the results for the periods shown in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the SEC for interim financial reporting periods. Accordingly, certain information and footnote disclosures have been condensed or omitted pursuant to SEC rules that would ordinarily be required under GAAP for complete financial statements. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2024.
Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and measurement of items including, but not limited to: revenue recognition criteria, including the determination of principal versus agent revenue considerations, operating lease assets and liabilities, including the incremental borrowing rate and terms and provisions of each lease, income taxes, the valuation and recoverability of goodwill and intangible assets, the assessment of potential loss from contingencies, assumptions in valuing acquired assets and liabilities assumed in business combinations, the allowance for doubtful accounts, and assumptions used in determining the fair value of stock-based compensation. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. These estimates are based on the information available as of the date of the Condensed Consolidated Financial Statements.
9
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
Recently Issued Accounting Pronouncements
Income Taxes – Improvements to Income Tax Disclosures
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which expands annual disclosure requirements related to the rate reconciliation and income taxes paid disclosures. ASU 2023-09 requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid to be disaggregated by jurisdiction. The updated standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted and the update may be applied on a prospective basis with retrospective application permitted. Other than the new disclosure requirements, the adoption of ASU 2023-09 will not have a significant impact on the Company’s consolidated financial statements.
Income Statement – Reporting Comprehensive Income—Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (Subtopic 220-40) (“ASU 2024-03”), which expands annual and interim disclosure requirements to include specific information about certain costs and expenses in the notes to its financial statements. The objective of ASU 2024-03 is to provide disaggregated information about a public business entity's expenses to help investors better understand the entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities. In January 2025, the FASB issued ASU No. 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” (“ASU 2025-01”), which clarifies that ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the update may be applied either on a prospective or retrospective basis. The Company is currently in the process of evaluating the impact of ASU 2024-03 and 2025-01 on the Company’s Condensed Consolidated Financial Statements.
Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”), which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The amendments in ASU 2025-06 improve the operability of the recognition guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 replaces the legacy recognition framework with management’s considerations on the funding of projects and introduces a probable-to-complete recognition threshold. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted and the update may be applied either on a prospective, modified prospective or retrospective basis. The Company is currently in the process of evaluating the impact of ASU 2025-06 on the Company’s Condensed Consolidated Financial Statements.
3. Revenue
The following table disaggregates revenue between advertiser customers, where revenue is primarily generated based on the number of ads measured and purchased for Activation or measured for Measurement, and Supply-side, where revenue is generated based on contracts with minimum guarantees or contracts that contain overages after minimum guarantees are achieved.
10
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
Disaggregated revenue by customer type was as follows:
| | Three Months Ended |
| Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
(in thousands) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Activation | | $ | | | $ | | | $ | | | $ | |
Measurement | |
| | |
| | |
| | |
| |
Supply-side | |
| | |
| | |
| | |
| |
Total revenue | | $ | | | $ | | | $ | | | $ | |
Contract assets relate to the Company’s conditional right to consideration for completed performance under the contract (e.g., unbilled receivables). Trade receivables, net of allowance for doubtful accounts, include unbilled receivable balances of $
Remaining Performance Obligations
As of September 30, 2025, the Company had $
4. Business Combinations
Rockerbox, Inc.
On March 13, 2025, the Company acquired all of the outstanding stock of Rockerbox, Inc. (“Rockerbox”), a global leader in marketing attribution. The acquisition enhances DoubleVerify’s suite of data solutions, advancing the Company’s capabilities in end-to-end media performance measurement and AI-powered activation. The total purchase price of $
11
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:
(in thousands) |
| Acquisition Date | |
Assets: | | | |
Cash and cash equivalents | | $ | |
Trade receivables | |
| |
Prepaid expenses | |
| |
Other assets | | | |
Escrow assets | | | |
Deferred tax assets (liabilities) | | | ( |
Intangible assets: | |
| |
Technology | |
| |
Customer relationships | |
| |
Total intangible assets | |
| |
Goodwill | |
| |
Total assets acquired | | $ | |
Liabilities: | |
|
|
Trade payables | | $ | |
Deferred revenue | | | |
Other liabilities | |
| |
Escrow liabilities | | | |
Total liabilities assumed | |
| |
Total purchase consideration | | $ | |
Cash acquired | | | ( |
Purchase consideration, net of cash acquired | | $ | |
The acquired intangible assets of Rockerbox will be amortized over their estimated useful lives. Accordingly, customer relationships will be amortized over
The goodwill and identified intangible assets are not deductible for tax purposes. The Company did not incur any acquisition-related transaction costs for the three months ended September 30, 2025. The Company incurred acquisition-related transaction costs of $
The goodwill associated with Rockerbox includes the acquired assembled work force, the value associated with the opportunity to leverage the work force to continue to develop the future generations of technology assets, and the ability to grow the Company through adding additional customer relationships or new solutions in the future.
The preliminary allocations of the purchase price for Rockerbox are subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions may have a significant impact on the accompanying Condensed Consolidated Financial Statements. The allocations of the purchase price will be finalized once all information is obtained and assessed, not to exceed one year from the acquisition date. The primary areas of the purchase allocation that are not yet finalized relate to direct and indirect taxes.
12
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
The acquisition of Rockerbox was immaterial to the Company's Condensed Consolidated Financial Statements for the three months and nine months ended September 30, 2025, and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented.
5. Goodwill and Intangible Assets
The following is a summary of changes to the goodwill carrying value from December 31, 2024 to September 30, 2025:
(in thousands) |
| |
|
Goodwill at December 31, 2024 | | $ | |
Business combinations (Rockerbox) | | | |
Foreign exchange impact | | | |
Goodwill at September 30, 2025 | | $ | |
The following table summarizes the Company’s intangible assets and related accumulated amortization:
(in thousands) | | September 30, 2025 |
| December 31, 2024 | ||||||||||||||
| | Gross Carrying | | Accumulated | | Net Carrying | | Gross Carrying | | Accumulated | | Net Carrying | ||||||
|
| Amount |
| Amortization |
| Amount |
| Amount |
| Amortization |
| Amount | ||||||
Trademarks and brands | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | |
Customer relationships | |
| | | | ( | |
| | |
| | |
| ( | |
| |
Developed technology | |
| | | | ( | |
| | |
| | |
| ( | |
| |
Total intangible assets | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | |
Amortization expense related to intangible assets for the three months ended September 30, 2025 and September 30, 2024 was $
Estimated future expected amortization expense of intangible assets as of September 30, 2025 is as follows:
(in thousands) |
|
| |
2025 (for remaining three months) | | $ | |
2026 | | | |
2027 | | | |
2028 | | | |
2029 | | | |
2030 | | | |
Thereafter | |
| |
Total | | $ | |
The weighted-average remaining useful life by major asset classes as of September 30, 2025 is as follows:
|
| (In years) |
Trademarks and brands |
| |
Customer relationships |
| |
Developed technology | |
There were
13
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
6. Property, Plant and Equipment
Property, plant and equipment, net, including equipment under finance lease obligations and capitalized software development costs, consisted of the following:
| | As of | ||||
(in thousands) | | September 30, 2025 | | December 31, 2024 | ||
Computers and peripheral equipment |
| $ | |
| $ | |
Office furniture and equipment | |
| | |
| |
Leasehold improvements | |
| | |
| |
Capitalized software development costs | |
| | |
| |
Less accumulated depreciation and amortization | |
| ( | |
| ( |
Total property, plant and equipment, net | | $ | | | $ | |
For the three months ended September 30, 2025 and September 30, 2024, total depreciation expense was $
Property and equipment under finance lease obligations, consisting of computer equipment, totaled $
There were
14
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
7. Leases
The following table presents lease cost and cash paid for amounts included in the measurement of lease liabilities for finance and operating leases for the three and nine months ended September 30, 2025 and 2024, respectively.
|
| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
(in thousands) | | 2025 | | 2024 |
| 2025 | | 2024 | ||||
Lease cost: | | | | | | | | | | | | |
Operating lease cost (1) | | $ | | | $ | | | $ | | | $ | |
Finance lease cost: | | | | | | | | | | | | |
Depreciation of finance lease assets (2) | | | | | | | | | | | | |
Interest on finance lease liabilities (3) | | | | | | | | | | | | |
Short-term lease cost (1) | | | | | | | | | | | | |
Total lease cost | | $ | | | $ | | | $ | | | $ | |
| |
| | |
| | |
| | |
| |
Other information: | | | | | | | | | | | | |
Cash paid for amounts included in the measurement of lease liabilities | | | | | | | | | | | | |
Operating cash outflows from operating leases | | $ | | | $ | | | $ | | | $ | |
Operating cash outflows from finance leases | | $ | | | $ | | | $ | | | $ | |
Financing cash outflows from finance leases | | $ | | | $ | | | $ | | | $ | |
| (1) | Included in Cost of revenue, Sales, marketing and customer support, Product development and General and administrative expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. |
| (2) | Included in Depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. |
| (3) | Included in Interest expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. |
The following table presents weighted-average remaining lease terms and weighted-average discount rates for finance and operating leases as of September 30, 2025 and 2024, respectively:
|
| September 30, | ||
| | 2025 |
| 2024 |
Weighted-average remaining lease term - operating leases (in years) |
| | ||
Weighted-average remaining lease term - finance leases (in years) |
| | ||
Weighted-average discount rate - operating leases | | | ||
Weighted-average discount rate - finance leases |
| | ||
15
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
Maturities of lease liabilities as of September 30, 2025 were as follows:
|
| September 30, 2025 | ||||
(in thousands) | | Operating Leases | | Finance Leases | ||
2025 (for remaining three months) | | $ | | | $ | |
2026 | |
| | |
| |
2027 | |
| | |
| |
2028 | |
| | |
| |
2029 | |
| | |
| — |
2030 | | | | | | — |
Thereafter | | | | | | — |
Total lease payments | |
| | |
| |
Less amount representing interest | |
| ( | |
| ( |
Present value of total lease payments | | $ | | | $ | |
There were
8. Fair Value Measurement
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:
| | As of September 30, 2025 | ||||||||||
| | Quoted Market | | | | | | | | | | |
| | Prices in Active | | | | | Significant | | | | ||
| | Markets for | | Significant Other | | Unobservable | | | | |||
| | Identical Assets | | Observable Inputs | | Inputs | | Total Fair Value | ||||
(in thousands) | | (Level 1) | | (Level 2) | | (Level 3) | | Measurements | ||||
Assets: |
| |
|
| |
|
| |
|
| |
|
Cash equivalents | | $ | | | $ | — | | $ | — | | $ | |
| | As of December 31, 2024 | ||||||||||
| | Quoted Market | | | | | | | | |
| |
| | Prices in Active | | | | | Significant | | | | ||
| | Markets for | | Significant Other | | Unobservable | | | | |||
|
| Identical Assets |
| Observable Inputs | | Inputs | | Tota1 Fair Value | ||||
(in thousands) | | (Level 1) | | (Level 2) |
| (Level 3) | | Measurements | ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
| $ | | | $ | — | | $ | — |
| $ | |
Short-term investments | | $ | | | $ | — | | $ | — | | $ | |
As of September 30, 2025, Cash equivalents consisted of money market funds of $
As of September 30, 2025, the Company had no Short-term investments. As of December 31, 2024, Short-term investments consisted of treasury bills and treasury notes of $
16
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
As of December 31, 2024, the amortized cost of the Company’s treasury bills and treasury notes approximated fair value. The Company did not record any unrealized gains, unrealized losses, or credit losses for the three and nine months ended September 30, 2025.
9. Long-term Debt
On August 12, 2024, DoubleVerify Inc., as borrower (the “Borrower”) and DoubleVerify Midco, Inc. (“Midco”), as holdings (“Holdings”), entered into a credit agreement with the banks and other financial institutions party thereto, as lenders and letter of credit issuers, and JPMorgan Chase Bank, N.A., as administrative agent, letter of credit issuer and swing lender (the “Credit Agreement”), to provide for a new senior secured revolving credit facility (the “New Revolving Credit Facility”) in an aggregate principal amount of $
The New Revolving Credit Facility replaced in full the Company’s prior senior secured revolving credit facility provided under the Second Amended and Restated Credit Agreement, dated as of October 1, 2020 as amended by the First Amendment, dated as March 29, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified (the “Prior Revolving Credit Facility”).
The loans under the New Revolving Credit Facility, at the Borrower's option, bear interest at either a Secured Overnight Financing Rate (“SOFR”) or an Alternate Base Rate (“ABR”). In the case of SOFR loans, for each day during each interest period with respect thereto, a rate per annum equal to Term SOFR (as defined in the Credit Agreement) determined for such day plus an applicable margin ranging from
The New Revolving Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include restrictions on, among other things: paying dividends or purchasing, redeeming or retiring capital stock; granting liens; incurring or guaranteeing additional debt; making investments and acquisitions; entering into transactions with affiliates; entering into any merger, consolidation or amalgamation or disposing of all or substantially all property or business; and disposing of property, including issuing capital stock.
All obligations under the New Revolving Credit Facility are guaranteed by the Company pursuant to the guarantee agreement (the “Guarantee Agreement”) made by the Company in favor of JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement. The obligations are also guaranteed by Midco, Ad-Juster, Inc. and Outrigger Media, Inc., and secured by a first priority perfected security interest in substantially all of the assets (subject to customary exceptions) of Midco, the Borrower, Ad-Juster, Inc. and Outrigger Media, Inc. (but not the Company).
The Credit Agreement requires the Credit Group to remain in compliance with a maximum total net leverage ratio of
As of September 30, 2025 and December 31, 2024, there was
17
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
10. Income Tax
The Company’s quarterly income tax provision is calculated using an estimated annual effective income tax rate (“ETR”) based on historical information and forward-looking estimates. The Company’s estimated annual ETR may fluctuate as a result of changes in items such as forecasted annual pre-tax income, changes to forecasted permanent book to tax differences (e.g., non-deductible expenses), and applicable statutory tax rates.
The Company’s ETR for a particular reporting period may fluctuate from prior periods as a result of changes to the valuation allowance for net deferred tax assets, the impact of anticipated tax settlements with federal, state, or foreign tax authorities, the impact of tax law changes, and the impact of certain discrete events. The Company identifies items that are unusual and non-recurring in nature and treats these as discrete events. The tax effect of these discrete events is booked entirely in the quarter in which they occur.
During the three and nine months ended September 30, 2025, the Company recorded an income tax provision of $
A valuation allowance has been established against certain U.S. tax loss carryforwards. All other net deferred tax assets have been determined to be more likely than not realizable. The Company regularly reviews its deferred tax assets for recoverability and would establish a valuation allowance if it believed that such assets may not be recovered, taking into consideration historical operating results, expectations of future earnings, changes in its operations, and the expected timing of the reversals of existing temporary differences.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law. The OBBBA includes significant changes to US corporate tax provisions of the Tax Cuts and Jobs Act of 2017. Notably, it allows an immediate deduction for domestic research and development (“R&D”) expenditures, including an election to immediately deduct certain amounts historically capitalized. The legislation has multiple effective dates, with certain provisions effective in 2025 and others in subsequent years. The provisions which impact the Company in 2025 are principally reflected in the financial statements ended September 30, 2025, and do not have a significant impact on the Company’s 2025 effective tax rate. The immediate expensing of U.S. R&D expenditures is expected to have a favorable impact on the Company’s 2025 domestic cash tax liability.
11. Earnings Per Share
The following table reconciles the numerators and denominators used in computations of the basic and diluted EPS for the three and nine months ended September 30, 2025 and September 30, 2024:
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
Numerator: |
| |
|
| |
|
| | ||||
Net Income (basic and diluted) | | $ | | | $ | | | $ | | | $ | |
Denominator: | |
| | |
| | |
| | |
| |
Weighted-average common shares outstanding | |
| | |
| | |
| | |
| |
Dilutive effect of share-based awards | |
| | |
| | |
| | |
| |
Weighted-average dilutive shares outstanding | |
| | |
| | |
| | |
| |
Basic earnings per share | | $ | | | $ | | | $ | | | $ | |
Diluted earnings per share | | $ | | | $ | | | $ | | | $ | |
18
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
Approximately
12. Stock-Based Compensation
Employee Equity Incentive Plan
On September 20, 2017, the Company established its 2017 Omnibus Equity Incentive Program (the “2017 Plan”) which provides for the granting of equity-based awards to certain employees, directors, independent contractors, consultants and agents. Under the 2017 Plan, the Company may grant non-qualified stock options, stock appreciation rights, restricted stock units, and other stock-based awards.
On April 19, 2021, the Company established its 2021 Omnibus Equity Incentive Plan (“2021 Equity Plan”). The 2021 Equity Plan provides for the grant of stock options (including qualified incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance stock units, dividend equivalents, and other stock or cash settled incentive awards.
Stock Options
Options become exercisable subject to vesting schedules up to
A summary of stock option activity as of and for the nine months ended September 30, 2025 is as follows:
| | Stock Option | ||||||||
| | | | | | | Weighted Average | | | |
| | | | | | Remaining | | | | |
| | Number of | | Weighted Average | | Contractual Life | | | Aggregate | |
| | Options | | Exercise Price | | (Years) | | | Intrinsic Value | |
Outstanding as of December 31, 2024 |
| | | $ | | | | $ | | |
Options granted |
| — | | | — | | | | | |
Options exercised |
| ( | | | | | | | | |
Options forfeited |
| ( | | | | | | | | |
Outstanding as of September 30, 2025 |
| | | $ | | | | $ | | |
Options expected to vest as of September 30, 2025 |
| | | $ | | | | $ | — | |
Options exercisable as of September 30, 2025 |
| | | $ | | | | $ | | |
Stock options include grants to executives that contain both market-based and performance-based vesting conditions. There were
The total intrinsic value of options exercised during the nine months ended September 30, 2025 and September 30, 2024 was $
The Company’s board of directors (the “Board”) did not declare or pay dividends on any Company stock during the nine months ended September 30, 2025 and September 30, 2024.
19
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
Restricted Stock Units (“RSUs”)
RSUs are subject to vesting schedules up to
A summary of RSUs activity as of and for the nine months ended September 30, 2025 is as follows:
|
| RSUs | |||
| | Number of | | Weighted Average | |
| | Shares | | Grant Date Fair Value | |
Outstanding as of December 31, 2024 | | | | $ | |
Granted |
| | | | |
Vested |
| ( | | | |
Forfeited |
| ( | | | |
Outstanding as of September 30, 2025 |
| | | $ | |
The total grant date fair value of RSUs that vested during the nine months ended September 30, 2025 was $
Performance Stock Units (“PSUs”)
PSUs are subject to vesting and performance periods of up to approximately
A summary of PSUs activity as of and for the nine months ended September 30, 2025 is as follows:
| | PSUs | |||
| | | | Weighted | |
| | | | Average Grant | |
| | Number of | | Date Fair | |
|
| Shares (1) |
| Value | |
Outstanding as of December 31, 2024 | | | | $ | |
Granted | | | | | |
Vested | | ( | | | |
Forfeited | | ( | | | |
Outstanding as of September 30, 2025 |
| | | $ | |
(1) For awards for which the performance period is complete, the number of outstanding PSUs is based on the actual shares that will vest upon completion of the service period. For awards for which the performance period is not yet complete, the number of outstanding PSUs is based on the participants earning 100% of their target PSUs.
The total grant date fair value of PSUs that vested during the nine months ended September 30, 2025 was $
The fair market value of PSUs with market-based and service-based vesting conditions granted for the years presented has been estimated on the grant date using the Monte Carlo Simulation model with the following assumptions:
|
| 2025 |
Risk‑free interest rate (percentage) |
| |
Expected dividend yield (percentage) |
| — |
Expected volatility (percentage) |
|
20
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
Stock-based Compensation Expense
Total stock-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income was as follows:
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
(in thousands) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Product development | | $ | | | $ | | | $ | | | $ | |
Sales, marketing and customer support | |
| | |
| | |
| | |
| |
General and administrative | |
| | |
| | |
| | |
| |
Total stock-based compensation | | $ | | | $ | | | $ | | | $ | |
As of September 30, 2025, unrecognized stock-based compensation expense was $
Employee Stock Purchase Plan (“ESPP”)
In March 2021, the Board approved the Company’s 2021 ESPP. Purchases are accomplished through participation in discrete offering periods. The ESPP is available to most of the Company’s employees. The current offering period began on June 1, 2025 and will end on November 30, 2025. The Company expects the program to continue consecutively for six-month offering periods for the foreseeable future.
Under the ESPP, eligible employees are able to acquire shares of the Company’s common stock by accumulating funds through payroll deductions. The purchase price for shares of common stock purchased under the ESPP is
Stock-based compensation expense for the ESPP is recognized on a straight-line basis over the requisite service period of each award. Stock-based compensation expense related to the ESPP totaled $
13. Stockholders’ Equity
Repurchase Program
On May 16, 2024, the Company announced that the Board authorized the repurchase of up to $
21
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
During the three months ended March 31, 2025, the Company repurchased
New Repurchase Program
On November 6, 2024, the Company announced that the Board authorized the repurchase of up to $
During the three months ended September 30, 2025, the Company repurchased
14. Supplemental Financial Statement Information
Accrued Expenses
Accrued expenses as of September 30, 2025 and December 31, 2024 were as follows:
|
| As of | ||||
(in thousands) | | September 30, 2025 |
| December 31, 2024 | ||
Vendor payments | | $ | | | $ | |
Employee commissions and bonuses | |
| | |
| |
Payroll and other employee related expense | |
| | |
| |
401k and pension expense | |
| | |
| |
Other taxes | |
| | |
| |
Total accrued expenses | | $ | | | $ | |
22
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
Other Expense (Income), Net
The components of Other expense (income), net recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income were as follows:
| | Three Months Ended | | Nine Months Ended | ||||||||
| | September 30, | | September 30, | ||||||||
(in thousands) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Interest income | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Foreign currency exchange loss (gain) | |
| | |
| ( | |
| ( | |
| |
Other miscellaneous expense (income), net | |
| | |
| ( | |
| ( | |
| ( |
Other expense (income), net | | $ | | | $ | ( | | $ | ( | | $ | ( |
15. Commitments and Contingencies
Contingencies
Litigation
From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. The Company records liabilities for contingencies including legal costs when it is probable that a liability has been incurred and when the amount can be reasonably estimated. Legal costs are expensed as incurred. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows.
On May 22, 2025, a purported class action lawsuit was filed against the Company and certain of its current officers in the United States District Court for the Southern District of New York, by a plaintiff seeking to represent a class of all persons who purchased the Company’s securities between November 10, 2023 and February 27, 2025, alleging violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint alleges that the Company made false and/or misleading statements and/or failed to disclose material information about the Company’s business operations. To date, the United States District Court for the Southern District of New York has not certified a class. On September 26, 2025, the court appointed Electrical Workers Pension Fund, Local 103, I.B.E.W. and Teamsters Retirement Pension Plan as lead plaintiffs. The Company carries insurance that is applicable to these claims. The Company intends to vigorously defend against the claims asserted. The Company does not believe it is necessary to record a litigation accrual at this time and any such amount is not reasonably estimable.
16. Segment Information
The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. The CODM primarily uses consolidated net income as the measure of segment profit or loss in assessing performance by comparing current results to prior periods and making decisions such as resource allocations related to operations.
The CODM is provided with the segment expenses included in consolidated Net income and reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income, and in the accompanying Notes to Condensed Consolidated Financial Statements, to manage the Company’s operations.
23
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our interim Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Quarterly Report and our audited financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2024. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 and elsewhere in this Quarterly Report, including under the heading “Special Note Regarding Forward-Looking Statements.”
Company Overview
We are one of the industry’s leading media effectiveness platforms that leverages AI to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media.
Our software platform is integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels, and digital publishers. We deliver unique data analytics through our customer interface, DV Pinnacle, to provide detailed insights into our customers’ media performance on both direct and programmatic media buying platforms and across all key digital media channels, formats, and devices. In 2024, our coverage spanned 110 countries where our customers activate our solutions. Our customers include many of the largest global advertisers and digital ad platforms and publishers. We provide a consistent, cross-platform measurement standard across all major forms of digital media, making it easier for advertisers and supply-side customers to benchmark performance across all of their digital ads and optimize business outcomes in real-time.
We derive revenue primarily from our advertiser customers based on the volume of media transactions, or ads, that our software platform measures (“Media Transactions Measured”). Advertisers utilize the DV Authentic Ad, our definitive metric of digital media quality, to evaluate the existence of fraud, brand safety, viewability and geography for each digital ad. Advertisers pay us an analysis fee (“Measured Transaction Fee”) per thousand impressions based on the volume of Media Transactions Measured on their behalf. The price of most of our solutions is fixed. On platforms that charge based on percent of media spend, our pricing includes caps which effectively mirror our standard fixed fees. We maintain an expansive set of direct integrations across the entire digital advertising ecosystem, including with leading programmatic, CTV, and social platforms, which enable us to deliver our metrics to the platforms where our customers buy ads. Further, our solutions are not reliant on any single source of impressions and we can service our customers as their digital advertising needs change.
We generate revenue from supply-side customers based on monthly or annual contracts with minimum guarantees and tiered pricing when guarantees are met.
Components of Our Results of Operations
We manage our business operations and report our financial results in a single segment.
Revenue
Our customers use our solutions to measure the effectiveness of their digital advertisements. We generate revenue from our advertising customers based primarily on the volume of Media Transactions Measured on our software platform, and for supply-side customers, based on contracts with minimum guarantees or contracts that have tiered pricing after minimum guarantees are achieved. Our existing customer base has remained largely stable, and our gross revenue retention rate was over 95% for the three months ended September 30, 2025. We define our gross revenue retention rate as the total prior period revenue earned from advertiser customers, less the portion of prior period revenue attributable to lost advertiser customers, divided by the total prior period revenue from advertiser customers, excluding a portion of our revenues that cannot be allocated to specific advertiser customers.
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For the three months ended September 30, 2025 and September 30, 2024, we generated 90% and 92% of our revenue, respectively, from advertiser customers. For the nine months ended September 30, 2025 and September 30, 2024, we generated 90% and 91% of our revenue, respectively, from advertiser customers. Advertisers can purchase our solutions through programmatic, social media and CTV platforms to evaluate the quality of ad inventories before they are purchased, which we track as Activation revenue. Advertisers can also purchase our solutions to measure the quality and performance of ads after they are purchased directly or programmatically from digital properties, including publishers, social media and CTV platforms, which we track as Measurement revenue. We generate the majority of our revenue from advertisers by charging a Measured Transaction Fee based on the volume of Media Transactions Measured on behalf of our customers. We recognize revenue from advertisers in the period in which we provide our measurement and activation solutions.
For the three months ended September 30, 2025 and September 30, 2024, we generated 10% and 8% of our revenue, respectively, from supply-side customers who use our data analytics to validate the quality of their ad inventory and provide data to their customers to facilitate targeting and purchasing of digital ads, which we refer to as Supply-side revenue. For the nine months ended September 30, 2025 and September 30, 2024, Supply-side revenue comprised 10% and 9% of our revenue, respectively. We generate revenue for certain supply-side arrangements that include minimum guaranteed fees that reset monthly and are recognized on a straight-line basis over the access period, which is usually twelve months. For contracts that contain overages, once the minimum guaranteed amount is achieved, overages are recognized as earned over time based on a tiered pricing structure.
The following table disaggregates revenue between advertiser customers, where revenue is primarily generated based on the number of ads measured and purchased for Activation or measured for Measurement, and Supply-side, where revenue is generated based on contracts with minimum guarantees or contracts that contain overages after minimum guarantees are achieved.
| Three Months Ended September 30, | | Change | | Change | | Nine Months Ended September 30, |
| Change | | Change | ||||||||||||
| 2025 |
| 2024 |
| $ |
| % |
| 2025 |
| 2024 |
| $ |
| % | ||||||||
| (In Thousands) | | | | | |
| | (In Thousands) |
| | | | |
| ||||||||
Revenue by customer type: |
| | | | | | | |
| | | | | |
| | |
| | |
| | |
Activation | $ | 106,693 | | $ | 96,791 | | $ | 9,902 | | 10 | % | | $ | 310,814 |
| $ | 263,584 |
| $ | 47,230 | | 18 | % |
Measurement |
| 63,829 | |
| 58,468 | |
| 5,361 | | 9 | | |
| 180,155 |
|
| 162,560 |
|
| 17,595 | | 11 | |
Supply-side |
| 18,099 | |
| 14,297 | |
| 3,802 | | 27 | | |
| 51,734 |
|
| 40,084 |
|
| 11,650 | | 29 | |
Total revenue | $ | 188,621 |
| $ | 169,556 | | $ | 19,065 | | 11 | % | | $ | 542,703 |
| $ | 466,228 |
| $ | 76,475 | | 16 | % |
Operating Expenses
Our operating expenses consist of the following categories:
Cost of revenue. Cost of revenue consists primarily of costs from revenue-sharing arrangements with our partners, platform hosting fees, data center costs, software and other technology expenses, other costs directly associated with data infrastructure, and personnel costs, including salaries, bonuses, stock-based compensation and benefits, directly associated with the support and delivery of our software platform and data solutions.
Product development. Product development expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation and benefits, third party vendors and outsourced engineering services, and allocated overhead. Overhead costs such as information technology infrastructure, rent and occupancy charges are allocated based on headcount. Product development expenses are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software development costs included in Property, plant and equipment, net on our Condensed Consolidated Balance Sheets. Capitalized software development costs are amortized to depreciation and amortization.
Sales, marketing, and customer support. Sales, marketing, and customer support expenses consist primarily of personnel costs directly associated with sales, marketing, and customer support departments, including salaries, bonuses, commissions, stock-based compensation and benefits, and allocated overhead. Overhead costs such as information technology infrastructure, rent and occupancy charges are allocated based on headcount. Sales and marketing expense also includes costs for promotional marketing activities, advertising costs, and attendance at events and trade shows. Sales commissions are expensed as incurred.
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General and administrative. General and administrative expenses consist primarily of personnel expenses associated with our executive, finance, legal, human resources and other administrative employees. General and administrative expenses also include professional fees for external accounting, legal, investor relations and other consulting services, expenses to operate as a public company, including costs to comply with rules and regulations applicable to companies listed on a U.S. securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, other overhead expenses including insurance, as well as third party costs related to acquisitions.
Interest expense. Interest expense consists primarily of the amortization of debt issuance costs, commitment fees associated with the unused portion of the New Revolving Credit Facility and Prior Revolving Credit Facility and interest on finance leases. The New Revolving Credit Facility bears interest at an option of SOFR or ABR plus an applicable margin per annum. See “Liquidity and Capital Resources—Debt Obligations.”
Other expense (income), net. Other expense (income), net consists primarily of interest earned on interest-bearing monetary assets and gains and losses on foreign currency transactions.
Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2025 and September 30, 2024
The following table shows our Condensed Consolidated Results of Operations:
| Three Months Ended September 30, | | Change | | Change | | Nine Months Ended September 30, | | Change | | Change | ||||||||||||
| 2025 |
| 2024 |
| $ |
| % |
| 2025 |
| 2024 |
| $ |
| % | ||||||||
|
| (In Thousands) | | | | | | | |
| (In Thousands) |
| | | | | | ||||||
Revenue | $ | 188,621 | | $ | 169,556 | | $ | 19,065 | | 11 | % | | $ | 542,703 |
| $ | 466,228 |
| $ | 76,475 | | 16 | % |
Cost of revenue (exclusive of depreciation and amortization shown separately below) |
| 33,465 | |
| 29,479 | |
| 3,986 | | 14 | | |
| 97,557 | |
| 82,199 | |
| 15,358 | | 19 | |
Product development |
| 44,842 | |
| 39,306 | |
| 5,536 | | 14 | | |
| 136,762 | |
| 115,506 | |
| 21,256 | | 18 | |
Sales, marketing and customer support |
| 47,022 | |
| 40,525 | |
| 6,497 | | 16 | | |
| 141,594 | |
| 123,260 | |
| 18,334 | | 15 | |
General and administrative |
| 26,997 | |
| 23,039 | |
| 3,958 | | 17 | | |
| 83,100 | |
| 68,180 | |
| 14,920 | | 22 | |
Depreciation and amortization |
| 15,191 | |
| 11,483 | |
| 3,708 | | 32 | | |
| 42,275 | |
| 33,415 | |
| 8,860 | | 27 | |
Income from operations |
| 21,104 | |
| 25,724 | |
| (4,620) | | (18) | | |
| 41,415 | |
| 43,668 | |
| (2,253) | | (5) | |
Interest expense |
| 467 | |
| 353 | |
| 114 | | 32 | | |
| 1,330 | |
| 818 | |
| 512 | | 63 | |
Other expense (income), net |
| 99 | |
| (4,225) | |
| (4,324) | | (102) | | |
| (5,185) | |
| (8,561) | |
| (3,376) | | (39) | |
Income before income taxes |
| 20,538 | |
| 29,596 | |
| (9,058) | | (31) | | |
| 45,270 | |
| 51,411 | |
| (6,141) | | (12) | |
Income tax expense |
| 10,336 | |
| 11,395 | |
| (1,059) | | (9) | | |
| 23,949 | |
| 18,580 | |
| 5,369 | | 29 | |
Net income | $ | 10,202 | | $ | 18,201 | | $ | (7,999) | | (44) | % | | $ | 21,321 | | $ | 32,831 | | $ | (11,510) | | (35) | % |
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The following table sets forth our Condensed Consolidated Results of Operations for the specified periods as a percentage of our revenue for those periods presented:
| Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Revenue | 100 | % | | 100 | % | | 100 | % | | 100 | % |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 18 |
| | 17 |
| | 18 |
| | 18 | |
Product development | 24 |
| | 23 |
| | 25 |
| | 25 | |
Sales, marketing and customer support | 25 |
| | 24 |
| | 26 |
| | 26 | |
General and administrative | 14 |
| | 14 |
| | 15 |
| | 15 | |
Depreciation and amortization | 8 |
| | 7 |
| | 8 |
| | 7 | |
Income from operations | 11 |
| | 15 |
| | 8 |
| | 9 | |
Interest expense | — |
| | — |
| | — |
| | — | |
Other expense (income), net | — |
| | (2) |
| | (1) |
| | (2) | |
Income before income taxes | 11 |
| | 17 |
| | 8 |
| | 11 | |
Income tax expense | 5 |
| | 7 |
| | 4 |
| | 4 | |
Net income | 5 | % | | 11 | % | | 4 | % | | 7 | % |
Note: Percentages may not sum due to rounding.
Revenue
Total revenue increased by $19.1 million, or 11%, from $169.6 million in the three months ended September 30, 2024 to $188.6 million in the three months ended September 30, 2025. Total revenue increased by $76.5 million, or 16%, from $466.2 million in the nine months ended September 30, 2024 to $542.7 million in the nine months ended September 30, 2025.
Total Advertiser revenue increased by $15.3 million, or 10%, in the three months ended September 30, 2025 as compared to the same period in 2024. The growth was driven primarily by an 12% increase in Media Transactions Measured, partially offset by a 4% decrease in Measured Transaction Fees, excluding the impact of an introductory fixed fee deal for one large customer. For the nine months ended September 30, 2025, total Advertiser revenue increased by $64.8 million, or 15%, compared to the same period in 2024. The growth was driven primarily by a 17% increase in Media Transactions Measured, partially offset by a 3% decrease in Measured Transaction Fees, excluding the impact of an introductory fixed fee deal for one large customer.
Activation revenue increased by $9.9 million, or 10%, in the three months ended September 30, 2025, as compared to the same period in 2024. The increase was driven by greater adoption of Authentic Brand Suitability, core programmatic solutions and social media solutions. For the nine months ended September 30, 2025, Activation revenue increased by $47.2 million, or 18%, compared to the same period in 2024, driven by the same factors.
Measurement revenue increased $5.4 million, or 9%, in the three months ended September 30, 2025, as compared to the same period in 2024, driven primarily by greater adoption of social and CTV solutions, as well as the addition of Rockerbox, Inc. (“Rockerbox”). For the nine months ended September 30, 2025, Measurement revenue increased by $17.6 million, or 11%, compared to the same period in 2024, driven by the same factors.
Supply-side revenue increased $3.8 million, or 27%, in the three months ended September 30, 2025, as compared to the same period in 2024, driven primarily by growth from both existing and new platform customers, as well as the addition of new publisher customers. For the nine months ended September 30, 2025, Supply-side revenue increased by $11.7 million, or 29%, compared to the same period in 2024, driven by the same factors.
27
Cost of Revenue (exclusive of depreciation and amortization shown below)
Cost of revenue increased by $4.0 million, or 14%, from $29.5 million in the three months ended September 30, 2024 to $33.5 million in the three months ended September 30, 2025. The increase was due primarily to growth in Activation revenue which led to increased partner costs from revenue-sharing arrangements, as well as higher data services and hosting expenses due to increased volume. Cost of revenue increased by $15.4 million, or 19%, from $82.2 million in the nine months ended September 30, 2024, to $97.6 million in the nine months ended September 30, 2025, driven by the same factors.
Product Development Expenses
Product development expenses increased by $5.5 million, or 14%, from $39.3 million in the three months ended September 30, 2024 to $44.8 million in the three months ended September 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation, of $4.3 million and an increase in third party software costs and outsourced consulting and engineering services of $0.5 million to support our product development efforts. Product development expenses increased by $21.3 million, or 18%, from $115.5 million in the nine months ended September 30, 2024 to $136.8 million in the nine months ended September 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation, of $16.8 million and an increase in third party software costs and outsourced consulting and engineering services of $2.6 million to support our product development efforts.
Sales, Marketing and Customer Support Expenses
Sales, marketing and customer support expenses increased by $6.5 million, or 16%, from $40.5 million in the three months ended September 30, 2024 to $47.0 million in the three months ended September 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation and sales commissions, of $4.7 million, and an increase in third party professional fees to support marketing and sales activities of $0.3 million. Sales, marketing and customer support expenses increased by $18.3 million, or 15%, from $123.3 million in the nine months ended September 30, 2024 to $141.6 million in the nine months ended September 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation and sales commissions, of $15.4 million, and an increase in third party professional fees to support marketing and sales activities of $1.2 million.
General and Administrative Expenses
General and administrative expenses increased by $4.0 million, or 17%, from $23.0 million in the three months ended September 30, 2024 to $27.0 million in the three months ended September 30, 2025. The increase was due primarily to a $4.1 million increase in personnel costs, including stock-based compensation, $2.2 million in third party legal fees related to litigation and regulatory matters outside of the ordinary course, partially offset by a $0.4 million decrease in third party professional fees and a $1.7 million decrease in bad debt expenses related to collection activities. General and administrative expenses increased by $14.9 million, or 22%, from $68.2 million in the nine months ended September 30, 2024 to $83.1 million in the nine months ended September 30, 2025. The increase was largely attributable to a $9.0 million increase in personnel costs, including stock-based compensation, a $2.9 million increase in third party professional fees, $1.7 million of third party professional services related to the acquisition of Rockerbox and our broader acquisition strategy, and $3.3 million of third party legal fees related to litigation and regulatory matters outside of the ordinary course, partially offset by a $1.6 million decrease in bad debt expenses related to collection activities.
Depreciation and Amortization
Depreciation and amortization increased by $3.7 million, or 32%, from $11.5 million in the three months ended September 30, 2024, to $15.2 million in the three months ended September 30, 2025. The increase was due primarily to higher amortization of internally developed software and amortization of acquired intangibles from Rockerbox. Depreciation and amortization increased by $8.9 million, or 27%, from $33.4 million in the nine months ended September 30, 2024, to $42.3 million in the nine months ended September 30, 2025, driven by the same factors.
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Interest Expense
Interest expense increased by $0.1 million, from $0.4 million in the three months ended September 30, 2024, to $0.5 million in the three months ended September 30, 2025. Interest expense increased by $0.5 million, from $0.8 million in the nine months ended September 30, 2024, to $1.3 million in the nine months ended September 30, 2025.
Other Expense (Income), Net
Other expense (income), net changed by $4.3 million, from income of $4.2 million in the three months ended September 30, 2024 to expense of $0.1 million in the three months ended September 30, 2025. The change was due primarily to a decrease in interest earned on interest-bearing monetary assets, and to losses from changes in foreign exchange rates. Other expense (income), net changed by $3.4 million, from income of $8.6 million in the nine months ended September 30, 2024 to income of $5.2 million in the nine months ended September 30, 2025. The change was due primarily to a decrease in interest earned on interest-bearing monetary assets, partially offset by gains from changes in foreign exchange rates.
Income Tax Expense
Income tax expense decreased by $1.1 million from $11.4 million in the three months ended September 30, 2024, to $10.3 million in the three months ended September 30, 2025. The decrease was due primarily to reduced pre-tax earnings in the three months ended September 30, 2025, partially offset by increased unfavorable permanent tax adjustments, including non-deductible executive compensation and stock-based compensation. Income tax expense increased by $5.4 million from $18.6 million in the nine months ended September 30, 2024, to $23.9 million in the nine months ended September 30, 2025. The increase was due primarily to an increase in unfavorable permanent tax adjustments, including non-deductible executive compensation and stock-based compensation.
Adjusted EBITDA
In addition to our results determined in accordance with GAAP, management believes that certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA Margin, are useful in evaluating our business. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. The following table presents a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to the most directly comparable financial measure prepared in accordance with GAAP.
| Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
| (In Thousands) | | (In Thousands) | ||||||||
Net income | $ | 10,202 | | $ | 18,201 | | $ | 21,321 |
| $ | 32,831 |
Net income margin | | 5% | | | 11% | | | 4% | | | 7% |
Depreciation and amortization |
| 15,191 |
| | 11,483 | |
| 42,275 | |
| 33,415 |
Stock-based compensation |
| 27,379 |
| | 22,950 | |
| 78,728 | |
| 67,906 |
Interest expense |
| 467 |
| | 353 | |
| 1,330 | |
| 818 |
Income tax expense |
| 10,336 |
| | 11,395 | |
| 23,949 | |
| 18,580 |
M&A and restructuring (recoveries) costs (a) |
| (10) | | | — | | | 1,656 | |
| — |
Offering and secondary offering costs (b) |
| — | | | — | | | — | |
| 68 |
Other costs (c) |
| 2,187 | | | — | | | 3,705 | |
| — |
Other expense (income) (d) |
| 99 |
| | (4,225) | |
| (5,185) | |
| (8,561) |
Adjusted EBITDA | $ | 65,851 | | $ | 60,157 | | $ | 167,779 | | $ | 145,057 |
Adjusted EBITDA margin | | 35% | |
| 35% | |
| 31% | |
| 31% |
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| (a) | M&A and restructuring costs for the three and nine months ended September 30, 2025 consist of third party professional service costs related to the acquisition of Rockerbox and to our broader acquisition strategy. |
| (b) | Offering and secondary offering costs for the nine months ended September 30, 2024 consist of third party costs incurred for underwritten secondary public offerings by certain stockholders of the Company. |
| (c) | Other costs for the three and nine months ended September 30, 2025 consist of expenses incurred with respect to litigation and regulatory matters outside of the ordinary course and costs related to the early termination of an office lease. |
| (d) | Other expense (income) for the three and nine months ended September 30, 2025 and September 30, 2024 consist of interest income earned on interest-bearing monetary assets, and the impact of changes in foreign currency exchange rates. |
We use Adjusted EBITDA and Adjusted EBITDA Margin as measures of operational efficiency to understand and evaluate our core business operations. We believe that these non-GAAP financial measures are useful to investors for period to period comparisons of our core business and for understanding and evaluating trends in operating results on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP. Some of the limitations of these measures are:
| ● | they do not reflect changes in, or cash requirements for, working capital needs; |
| ● | Adjusted EBITDA does not reflect capital expenditures or future requirements for capital expenditures or contractual commitments; |
| ● | they do not reflect income tax expense or the cash requirements to pay income taxes; |
| ● | they do not reflect interest expense or the cash requirements necessary to service interest or principal debt payments; and |
| ● | although depreciation and amortization are non-cash charges related mainly to intangible assets, certain assets being depreciated and amortized will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements. |
In addition, other companies in our industry may calculate these non-GAAP financial measures differently, therefore limiting their usefulness as a comparative measure. You should compensate for these limitations by relying primarily on our GAAP results and using the non-GAAP financial measures only supplementally.
Liquidity and Capital Resources
Our operations are financed primarily through cash generated from operations. As of September 30, 2025, we had cash and cash equivalents of $200.7 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $156.3 million.
We believe existing cash and cash generated from operations, together with the $200.0 million undrawn balance under the New Revolving Credit Facility as of September 30, 2025, will be sufficient to meet future working capital requirements and fund capital expenditures, share repurchase programs and acquisitions on a short-term and long-term basis.
Our total future capital requirements and the adequacy of available funds will depend on many factors, including those discussed above as well as the risks and uncertainties set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.
Debt Obligations
On August 12, 2024, the Company entered into the Credit Agreement providing for the New Revolving Credit Facility with available borrowings of $200.0 million, which matures on the Revolving Termination Date. Subject to certain terms and conditions, the Company is entitled to request incremental facilities (including term, revolving and/or letter of credit facilities). The New Revolving Credit Facility replaces in full the Company’s Prior Revolving Credit Facility.
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All obligations under the New Revolving Credit Facility are guaranteed by the Company pursuant to the Guarantee Agreement. The New Revolving Credit Facility contains customary affirmative and negative covenants, including restrictions on, among other things: paying dividends or purchasing, redeeming or retiring capital stock applicable to the Credit Group; granting liens; incurring or guaranteeing additional debt; making investments and acquisitions; entering into transactions with affiliates; entering into any merger, consolidation or amalgamation or disposing of all or substantially all property or business; and disposing of property, including issuing capital stock.
The New Revolving Credit Facility also requires us to remain in compliance with certain financial ratios. The Borrower was in compliance with all covenants under the New Revolving Credit Facility as of September 30, 2025.
As of September 30, 2025, there was no outstanding debt under the New Revolving Credit Facility.
For more information about the New Revolving Credit Facility, see Note 9 to our Condensed Consolidated Financial Statements.
Repurchase Programs
On May 16, 2024, the Company announced that its Board of Directors authorized the repurchase of up to $150.0 million of the Company’s outstanding common stock (the “Repurchase Program”). On November 6, 2024, the Company announced that the Board authorized the repurchase of up to an additional $200.0 million of the Company’s outstanding common stock (the “New Repurchase Program”). Both programs allow the Company to repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. Neither program obligates the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion.
Repurchases under the Repurchase Program commenced in June 2024. During the year ended December 31, 2024, the Company repurchased 6.8 million shares of its common stock for an aggregate repurchase amount of $128.0 million under the Repurchase Program. During the three months ended March 31, 2025, the Company repurchased an additional 1.1 million shares for $22.2 million, utilizing the remaining authorization under the Repurchase Program.
Repurchases under the New Repurchase Program commenced in March 2025. During the three months ended March 31, 2025, the Company repurchased 4.0 million shares of its common stock for an aggregate repurchase amount of $60.0 million under the New Repurchase Program. During the three months ended September 30, 2025, the Company repurchased 3.3 million shares of its common stock for an aggregate repurchase amount of $50.1 million under the New Repurchase Program.
During the nine months ended September 30, 2025, the Company repurchased a total of 8.4 million shares of its common stock for an aggregate repurchase amount of $132.3 million under both repurchase programs. As of September 30, 2025, $90.0 million remained available and authorized for repurchase under the New Repurchase Program.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
|
| Nine Months Ended September 30, | ||||
| | 2025 | | 2024 | ||
|
| (In Thousands) | ||||
Cash flows provided by operating activities | | $ | 138,457 | | $ | 122,280 |
Cash flows used in investing activities | |
| (93,777) | |
| (69,519) |
Cash flows used in financing activities | |
| (140,805) | |
| (50,277) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | |
| 4,109 | |
| 150 |
(Decrease) increase in cash, cash equivalents, and restricted cash | | $ | (92,016) | | $ | 2,634 |
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Operating Activities
Our cash flows from operating activities are primarily influenced by growth in our operations and by changes in our working capital. In particular, trade receivables increase in conjunction with our rapid growth in sales and decrease based on timing of cash receipts from our customers. The timing of payments of trade payables also impacts our cash flows from operating activities. We typically pay suppliers in advance of collections from our customers. Our collection and payment cycles can vary from period to period.
For the nine months ended September 30, 2025, cash provided by operating activities was $138.5 million, attributable to net income of $21.3 million, adjusted for non-cash charges of $147.4 million and $30.2 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $42.3 million in depreciation and amortization and $78.7 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $11.6 million decrease in trade receivables, offset by an increase in prepaid expenses and other assets of $36.8 million due mainly to increases in prepayments, and a $5.0 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of income tax payments.
For the nine months ended September 30, 2024, cash provided by operating activities was $122.3 million, attributable to net income of $32.8 million, adjusted for non-cash charges of $93.8 million and $4.3 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $33.4 million in depreciation and amortization and $67.9 million in stock-based compensation, offset by $17.3 million in deferred taxes. The main drivers of the changes in operating assets and liabilities were a $12.6 million increase in prepaid expenses and other assets due mainly to increases in prepayments, offset by a decrease in trade receivables of $10.3 million, and a $2.1 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of income tax payments.
Investing Activities
For the nine months ended September 30, 2025, cash used in investing activities was $93.8 million, including $82.6 million attributable to the acquisition of Rockerbox, $28.0 million attributable to purchases of property, plant and equipment, and capitalized software development costs, partially offset by $17.8 million attributable to proceeds from maturities of short-term financial instruments. For the nine months ended September 30, 2024, cash used in investing activities was $69.5 million, including $81.9 million attributable to investments in short-term financial instruments and $19.8 million attributable to purchases of property, plant and equipment, and capitalized software development costs, partially offset by $32.2 million attributable to proceeds from the maturity of short-term financial instruments.
Financing Activities
For the nine months ended September 30, 2025, cash used in financing activities of $140.8 million was due primarily to $132.3 million related to shares repurchased under the Repurchase Program and New Repurchase Program and $7.1 million related to shares repurchased for settlement of employee tax withholding. For the nine months ended September 30, 2024, cash used in financing activities of $50.3 million was primarily due to $50.1 million related to shares repurchased under the Repurchase Program.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions for the reported amounts of assets and liabilities and related disclosures at the dates of the financial statements, and revenue and expenses during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. We evaluate these estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions, and any such differences may be material.
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Some of the judgments that management makes in applying its accounting estimates in these areas are discussed in Note 2 to our audited Consolidated Financial Statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2024. Since the date of our most recent Annual Report on Form 10-K, there have been no material changes to our critical accounting policies and estimates.
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Item 3: Quantitative and Qualitative Disclosures about Market Risk
Market risks at September 30, 2025 have not materially changed from those discussed in the Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Quantitative and Qualitative Disclosures about Market Risk.”
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, as of September 30, 2025. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported as and when required, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding its required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls and Procedures
Management recognizes that a control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goal under all potential future conditions. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently a party to any legal proceedings that would, either individually or in the aggregate, be expected to have a material adverse effect on our business, financial condition or cash flows. We may, from time to time, be involved in legal proceedings arising in the normal course of business. The outcome of legal proceedings is unpredictable and may have an adverse impact on our business or financial condition.
Securities Class Action Lawsuit: On May 22, 2025, a purported class action lawsuit was filed against the Company and certain of its current officers in the United States District Court for the Southern District of New York, by a plaintiff seeking to represent a class of all persons who purchased the Company’s securities between November 10, 2023 and February 27, 2025, alleging violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint alleges that the Company made false and/or misleading statements and/or failed to disclose material information about the Company’s business operations. To date, the United States District Court for the Southern District of New York has not certified a class. On September 26, 2025, the court appointed Electrical Workers Pension Fund, Local 103, I.B.E.W. and Teamsters Retirement Pension Plan as lead plaintiffs. The Company carries insurance that is applicable to these claims. The Company intends to vigorously defend against the claims asserted and does not believe it is necessary to accrue a litigation reserve at this time.
Item 1A. Risk Factors
There have been no material changes to the risk factors described in the section titled “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| (a) | Recent Sales of Unregistered Securities |
Not applicable.
| (b) | Use of Proceeds |
Not applicable.
| (c) | Issuer Purchases of Equity Securities |
The following table summarizes share repurchase activity for the three months ended September 30, 2025:
| | | | | | Total Number of Shares | | Maximum Approximate Dollar | ||||
| | | | | | Purchased as Part of | | Value of Shares that | ||||
| | Total Number of Shares | | Average Price Paid | | Publicly Announced Plans or | | May Yet Be Purchased | ||||
Period | | Purchased (1) | | Per Share (2) | | Programs (1) | | Under the Plans or Programs (1) | ||||
| (in thousands) | | | | (in thousands) | | (in thousands) | |||||
July 1 - 31 | | | — | | $ | — | | | — | | $ | 140,000 |
August 1 - 31 | |
| 3,258 | |
| 15.35 | |
| 3,258 | |
| 90,000 |
September 1 - 30 | |
| — | | $ | — | |
| — | | $ | 90,000 |
Total for the three months ended September 30, 2025 | | | 3,258 | | | | | | 3,258 | | | |
(1) On November 6, 2024, the Company announced that its Board of Directors had authorized the repurchase of up to $200 million of the Company’s outstanding common stock under the New Repurchase Program, which amount is in addition to the initial Repurchase Program previously approved by the Board in May 2024. Under the New Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The New Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. Refer to “Results of Operations” for further information on the New Repurchase Program.
(2) Excludes other costs such as broker commissions and the accrued excise tax imposed by the Inflation Reduction Act of 2022.
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PART II — OTHER INFORMATION
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
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Item 6. Exhibits
Exhibit |
| Description |
| ||
10.1 | | |
| | |
10.2† | | |
| | |
10.3† | | |
| | |
31.1† | | |
| ||
31.2† | | |
| ||
32.1†* | | |
| ||
32.2†* | | |
| | |
101.INS† | | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| ||
101.SCH† | | XBRL Taxonomy Extension Schema Document |
| ||
101.CAL† | | XBRL Taxonomy Extension Calculation Linkbase Document |
| ||
101.DEF† | | XBRL Taxonomy Extension Definition Linkbase Document |
| ||
101.LAB† | | XBRL Taxonomy Extension Label Linkbase Document |
| ||
101.PRE† | | XBRL Taxonomy Extension Presentation Linkbase Document |
104† | | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
| | |
†Filed herewith.
* | Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report and not “filed” as part of such report for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 7, 2025
| DOUBLEVERIFY HOLDINGS, INC. | |
| | |
| By: | /s/ Mark Zagorski |
| Name: | Mark Zagorski |
| Title: | Chief Executive Officer and Director |
| | (Principal Executive Officer) |
| | |
| By: | /s/ Nicola Allais |
| Name: | Nicola Allais |
| Title: | Chief Financial Officer |
| | (Principal Financial Officer and Principal Accounting Officer) |
| | |
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Exhibit 10.2
EXECUTIVE SEPARATION AGREEMENT
This EXECUTIVE SEPARATION AGREEMENT (the “Agreement”), dated as of September 15, 2025 (the “Effective Date”), is entered into by and among Julie Eddleman (“Executive”), DoubleVerify Inc., a Delaware corporation (the “Company”) and solely for purposes of Section 1(c), DoubleVerify Holdings, Inc., a Delaware corporation (“Holdings”, and, together with Executive and the Company, the “Parties”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Employment Agreement between the Company and Executive and dated as of January 26, 2021 (the “Employment Agreement”).
WHEREAS, Executive is currently employed by the Company pursuant to the terms and conditions of the Employment Agreement;
WHEREAS, Executive and the Company have mutually agreed that Executive’s employment will terminate in accordance with the terms of this Agreement;
WHEREAS, to encourage Executive’s continued attention and dedication to the business of the Company through the date of her termination, the Company and Holdings agree to provide certain payments and benefits to Executive under the circumstances described herein; and
WHEREAS, concurrent with the execution of this Agreement, the Company and Executive have executed a Consulting Agreement (the “Consulting Agreement”), pursuant to which Executive will provide advisory services as an independent consultant to the Company following the Termination Date.
NOW, THEREFORE, in consideration of the mutual promises made herein, the Parties hereby agree as follows:
1.Transition and Separation Benefits.
(a)Through December 31, 2025 (the “Termination Date”), Executive will continue to serve as the Company’s Executive Vice President and Global Chief Commercial Officer on a full-time basis at Executive’s current Base Salary. Effective as of the Termination Date, Executive will resign as, and will no longer serve as, the Company’s Executive Vice President and Global Chief Commercial Officer and Executive’s employment with the Company shall cease.
(b)Executive’s termination of employment on the Termination Date will, for purposes of Section 4.02 of the Employment Agreement, be deemed to be a termination by mutual agreement.
(c)For the avoidance of doubt, Holdings and Executive acknowledge and agree that Executive’s continued service through the Term (as defined in the Consulting Agreement) shall constitute her continued “Service” for purposes of the vesting of the (1) restricted stock units pursuant to the Restricted Stock Unit Award Agreement effective as of December 10, 2021, (2) stock options pursuant to the Nonqualified Stock Option Award Agreement effective as of December 10, 2021 (the “2021 Option Agreement”), (3) restricted stock units pursuant to the Restricted Stock Unit Award Agreement effective as of December 12, 2022, (4) stock options
1
pursuant to the Nonqualified Stock Option Award Agreement effective as of December 12, 2022 (together with the 2021 Option Agreement, the “Option Agreements”), (5) restricted stock units pursuant to the Restricted Stock Unit Award Agreement effective as of December 19, 2023, (6) performance-based restricted stock units pursuant to the Performance-Based Restricted Stock Unit Award Agreement effective as of December 19, 2023, (7) restricted stock units pursuant to the Restricted Stock Unit Award Agreement effective as of March 13, 2025 and (8) performance-based restricted stock units pursuant to the Performance-Based Restricted Stock Unit Award Agreement effective as of March 13, 2025, each as entered into by and between Holdings and Executive (collectively, the Equity Agreements”). Such “Service” shall cease as of the last date of the Term of the Consulting Agreement. For purposes of exercising all or any portion of the Vested Portion (as defined in the Option Agreements), Service shall be deemed terminated by the Participant as of the last date of the Term.
(d)Subject to Section 2 hereof, the Company shall pay to Executive the annual bonus pursuant to the terms of the Company’s fiscal year 2025 annual bonus plan at the level accrued by the Company based on actual performance.
2.Conditions to Receipt of Benefits; Clawback.
(a)Executive’s entitlement to the payments and benefits set forth in Section 1 of this Agreement shall be subject to Executive’s reasonably diligent, good faith efforts to perform Executive’s duties and transition responsibilities as directed by the Company, through the Termination Date. By entering into this Agreement and accepting the payments and benefits provided to her hereunder, Executive expressly acknowledges and agrees that under no circumstances will the entrance into this Agreement, the termination of her employment on the Termination Date or the circumstances surrounding this separation constitute Good Reason for purposes of the Employment Agreement or the Equity Agreements.
(b)Nothing herein shall limit the Company’s ability to terminate Executive with Cause at any time. If following the Effective Date and prior to the Termination Date, Executive’s employment is terminated by the Company for Cause or Executive resigns for any reason, Executive shall forfeit any and all payments and benefits to be provided to her pursuant to Section 1. The Company may, at any time prior to the Termination Date, elect to place Executive on garden leave, and during any period of garden leave the Company may (i) cease to provide work for Executive, or require Executive to perform only such duties, specific projects or tasks expressly assigned to Executive by the Company, and (ii) require Executive to refrain from entering the Company’s offices, and contacting employees, customers, suppliers and professional contacts of the Company or any of its affiliates other than in a purely social capacity. Any decision by the Company to place Executive on garden leave shall not be construed or interpreted as a termination of employment by the Company without Cause or by Executive for Good Reason or accelerate any obligation to provide Executive with the consideration hereunder. If the Company elects to place Executive on garden leave, Executive will remain a full-time employee of the Company during such period (including, for the avoidance of doubt, for purposes of determining the expiration of the Restricted Period (as defined in the Employment Agreement)).
(c)By accepting the opportunity to receive the payments and benefits set forth in this Agreement, Executive hereby reaffirms and agrees to be bound by the restrictive covenants set
2
forth in Section 5 of the Employment Agreement and the Confidentiality, Unfair Competition, Intellectual Property Assignment and Non-Solicitation Agreement between the Company and Executive dated as of January 7, 2021 (the “Executive Covenants”), each of which are hereby incorporated by reference herein. Executive hereby confirms that Executive is and has been in compliance with all terms and conditions of (i) the Executive Covenants and (ii) the material terms of any other individual written agreement between Executive and the Company and/or any of its affiliates. Executive acknowledges and agrees that she shall be bound by the terms of such covenants in accordance with their terms following any termination of her employment, including if the payments and benefits hereunder are forfeited in accordance with the terms of this Agreement. In the event that Executive (i) breaches an Executive Covenant, which breach is not cured to the reasonable satisfaction of the Company within fifteen (15) days after the Company delivers written notice to Executive that identifies and describes the alleged breach in reasonable detail, or (ii) brings a claim or suit (or threatens to bring a claim or suit) against the Company, Holdings or any third-party beneficiary of the Release Agreement (as defined below) with respect to a claim she released in Exhibit A, then in addition to any other penalties or restrictions that may apply under any such agreement, applicable law, or otherwise, any payments or benefits being provided to Executive will cease immediately, Executive will not be entitled to any further compensation from the Company or Holdings, and all payments and benefits provided to Executive hereunder shall be subject to forfeiture, clawback and offset, and Executive shall be required to repay any such amounts to the Company previously received by him.
(d)Executive shall not be entitled to receive the benefits set forth in Section 1 herein unless and until Executive has executed a general release of claims in favor of Holdings, the Company and each of their respective affiliates in the form attached hereto as Exhibit A (the “Release Agreement”), which release must be executed and become irrevocable by Executive within twenty-eight (28) days following the Effective Date. Furthermore, in order to receive the additional vesting benefits set forth in Section 1(c) of this Agreement, Executive must execute a reaffirmation of the Release Agreement in the form attached hereto as Exhibit B, which reaffirmation must be executed and become irrevocable by Executive within twenty-eight (28) days following the Termination Date (or, if sooner, the first day on which Executive commences garden leave as contemplated by Section 2(b)).
(e)Company Property. Executive hereby agrees to promptly (and in no event later than five days following the Company’s request therefor) return to the Company any and all property, tangible or intangible, relating to its business, which Executive possesses or has control over at any time (including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that, following such Company request, Executive shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data; provided Executive retain her laptop after the Company has, to its reasonable satisfaction, removed all Company files from it. Executive also agrees to allow the Company to review, within reason and subject to reasonable supervision, any personal electronic devices that previously contained Company email or documents and to allow them to wipe any Company files from those devices.
(f)Notwithstanding the Consulting Agreement, following the Termination Date and until the first anniversary of the Termination Date, Executive shall make herself reasonably
3
available by telephone or via electronic mail (the manner depending on the demands of the specific projects) to consult, advise and assist in connection with such Company matters as may be requested by senior management of the Company. Any such cooperation required from Executive shall be reasonable and shall take into account any responsibilities to which Executive is subject pursuant to subsequent employment or otherwise and any policies of any employer of Executive at the time of such request (including conflict of interest policies). Furthermore, following the Termination Date, Executive shall furnish such information and assistance to the Company as may be reasonably required by the Company in connection with any legal matters or litigation that may arise relating to issues or matters of which Executive had knowledge during her employment with the Company; provided Executive shall not be required provide such information or assistance if to do so would require her to waive a legal privilege or would be adverse to her current business partners’ or employer’s business interests, in each case unless required by court order or subpoena. The Company will promptly reimburse Executive for all reasonable and documented expenses incurred by Executive in connection with providing this information and assistance.
3.General Provisions.
(a)Complete Agreement. This Agreement, collectively with the Release Agreement, the Employment Agreement, the Confidentiality, Unfair Competition, Intellectual Property Assignment and Non-Solicitation Agreement between the Company and Executive, the Equity Agreements and the Consulting Agreement, constitute the entire agreement between Executive, on the one hand, and the Company, Holdings and each of their respective affiliates, on the other hand, concerning the subject matter hereof and it is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter. It is entered into without reliance on any promise or representation other than those expressly contained herein. For the avoidance of doubt, the Employment Agreement is not superseded or modified in any manner by this Agreement, except as expressly provided hereunder.
(b)Continued Effect of Plan Documents and Award Agreements. Except as expressly set forth herein, all terms and conditions of the Equity Agreements shall continue to be applicable to Executive’s equity awards granted under such agreements, as applicable.
(c)Employment Status. This Agreement does not constitute a contract of employment or impose on Executive any obligation to remain as an employee, or impose on the Company or its affiliates any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an “at-will” employee or (iii) to change the policies of the Company or any of its affiliates regarding termination of employment.
(d)Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon Holdings, the Company and their respective successors and assigns. Except as required by will or by the laws of descent or distribution, no right or interest of Executive under this Agreement shall be assignable or transferable.
(e)Amendments. This Agreement may be amended only in a writing executed by the Parties hereto.
4
(f)Notices. Any notice required or permitted hereunder shall be in writing and shall be deemed to have been duly given and received: (i) on the date delivered if personally delivered and signed confirmation is received, (ii) upon receipt by the receiving party of any notice sent by registered or certified mail (first-class mail, postage pre-paid, return receipt requested) or (iii) on the date delivered by nationally recognized overnight courier or similar courier service, in each case addressed to the Company or Executive, as the case may be, at the respective addresses indicated below or such other address as either party may in the future specify in writing to the other in accordance with this Section 3(f):
in the case of the Company or Holdings, to:
DoubleVerify Inc.
462 Broadway
New York, New York 10013
Attn: General Counsel
and in the case of Executive, to her at her most recent address as shown on the books and records of the Company.
(g)No Waiver. The waiver by any other party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof.
(h)Headings. The Article and Section headings in this Agreement are for the convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
(i)Counsel. The Company has previously recommended that Executive engage counsel to assist her in reviewing this Agreement and all other matters relating to her separation arrangements hereunder.
(j)Other Terms. The provisions of Sections 6.05 (Section 409A); 6.10 (Governing Law; Dispute Resolution); 6.11 (Validity; Severability); 6.12 (Counterparts) and 6.13 (Agreement to Take Actions) of the Employment Agreement shall apply mutatis mutandis to this Agreement.
[signature pages follow]
5
IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the date first above written.
DOUBLEVERIFY INC.
By: | /s/ Mark Zagorski | |
Name: | Mark Zagorski | |
Title: | Chief Executive Officer | |
DOUBLEVERIFY HOLDINGS, INC. (solely in respect of its
rights and obligations under Section 1(c))
By: | /s/ Mark Zagorski | |
Name: | Mark Zagorski | |
Title: | Chief Executive Officer | |
EXECUTIVE
By: | /s/ Julie Eddleman | |
Name: | Julie Eddleman | |
Exhibit A
GENERAL RELEASE OF ALL CLAIMS
1.General Release by Executive. In consideration of those certain payments and benefits to be provided under the Executive Separation Agreement, dated as of September 15, 2025 (the “Separation Agreement”), by and between Julie Eddleman (“Executive”), DoubleVerify Inc. (the “Company”) and DoubleVerify Holdings, Inc. (“Holdings”), Executive, with the intention of binding Executive and Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings, the Company and all of their respective present and former subsidiaries and affiliates (collectively, the “Company Affiliated Group”), and the present and former officers, directors, executives, agents, shareholders, members, joint ventures, contractors, attorneys, employees, employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Released Party (an “Action”), including, without limitation, arising out of or in connection with Executive’s service as an employee, officer and/or director of any member of the Company Affiliated Group (or the predecessors thereof), including (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary, incentive payments or option or restricted stock unit awards or other equity awards or benefits, (iii) for breach of contract (whether oral or written and whether express or implied), promissory estoppel, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Executive Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), the Fair Credit Reporting Act (“FCRA”), the Family and Medical Leave Act (“FMLA”), the Occupational Safety and Health Act of 1970 (“OSHA”), the Sarbanes Oxley Act of 2002, Title VII of the Civil Rights Act of 1964, the Workers Adjustment and Retraining Notification Act (“WARN”), the National Labor Relations Act (“NLRA”) and any and all federal, state and local laws, rules, regulations or
common law relating to discrimination, retaliation, whistleblowing, defamation, misrepresentation, fraud, tortious interference, wrongful discharge, breach of an express or implied contract, breach of a covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, and any and all claims Executive may have against any of the Released Parties, excepting only:
(a)rights of Executive under the Separation Agreement;
(b)rights of Executive to receive shares upon the vesting, exercise and/or settlement of any outstanding equity awards granted to her under the Equity Agreements (as defined in the Separation Agreement) in accordance with the terms of such awards and the Separation Agreement;
(c)the right of Executive to receive benefits required to be provided in accordance with applicable law;
(d)rights to indemnification Executive may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of Holdings, the Company or any of their respective affiliates or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;
(e)claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar Executive benefit plan or arrangement of the Company Affiliated Group, excluding severance pay or termination benefits;
(f)claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group;
(g)claims related to the Protected Activities or the NLRA Protected Activities (each as defined below);
(h)claims that cannot be waived as a matter of law.
2.No Admissions,Protected Activities. Executive acknowledges and agrees that this General Release of All Claims (this “Release of Claims”) is not to be construed in any way as an admission of any liability whatsoever by any Released Party, any such liability being expressly denied. Notwithstanding anything in the Separation Agreement or this Release of Claims to the contrary, nothing is intended to or shall: (i) prohibit Executive from providing information to the any government agency or regulatory or law enforcement authority regarding conduct or action undertaken or omitted to be taken by the Company Affiliated Group that Executive reasonably believes is illegal or in material non-compliance with any financial disclosure or other regulatory requirement applicable
to the Company Affiliated Group; (ii) prohibits Executive from providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of the Company Affiliated Group by any government agency or regulatory or law enforcement authority that is responsible for enforcing a law on behalf of the government; (iii) prohibits Executive from disclosing or discussing allegations of discrimination, harassment, retaliation, wage and hour violations, or sexual assault, or conduct that is recognized as against a clear mandate of public policy, or disclosing or discussing the settlement of such a claim; (iv) requires Executive to obtain the approval of, or give notice to, the Company Affiliated Group or any of their employees or representatives to take any action permitted under clauses (i), (ii) or (iii); or (v) shall bar or impede in any way Executive’s ability to seek or receive any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with protected “whistleblower” activity (the “Protected Activities”). Additionally, notwithstanding anything in the Separation Agreement or this Release of Claims to the contrary, nothing is intended to preclude or dissuade Executive from engaging in activities protected by the NLRA, such as discussing wages, benefits, or other terms and conditions of employment with others, including government agencies, former coworkers, and labor organizations; or legally required activities (“NLRA Protected Activities”).
3.Application to all Forms of Relief. This Release of Claims applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages for pain or suffering, costs and attorney’s fees and expenses.
4.Specific Waiver. Executive specifically acknowledges that Executive’s acceptance of the terms of this Release of Claims is, among other things, a specific waiver of any and all Actions under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything herein purport, to (a) be a waiver of any right or Action which by law Executive is not permitted to waive, except that, with respect to any such right or Action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination, Executive does, to the extent permitted by applicable law, waive any right to money damages and (b) prevent Executive from communicating with, filing a charge or complaint with; providing documents or information voluntarily or in response to a subpoena or other information request to; or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, the Occupational Safety and Health Administration, law enforcement, or any other federal, state or local agency charged with the enforcement of any laws; or from testifying, providing evidence, or responding to a subpoena or discovery request in court litigation or arbitration.
5.Voluntariness. Executive acknowledges and agrees that Executive is relying solely upon Executive’s own independent judgment and is legally competent to
sign this Release of Claims. Executive agrees that (a) Executive is signing this Release of Claims of Executive’s own free will; (b) Executive has read and understood the Release of Claims before signing it; and (c) Executive is signing this Release of Claims in exchange for consideration that Executive believes is satisfactory and adequate. Executive also acknowledges and agrees that Executive has been informed of the right to consult with legal counsel and has been encouraged and advised to do so before signing this Release of Claims.
6.Complete Agreement/Severability. This Release of Claims constitutes the complete and final agreement between the parties and supersedes and replaces all prior or contemporaneous agreements, negotiations, or discussions relating to the subject matter of this Release of Claims other than the Separation Agreement. All provisions and portions of this Release of Claims are severable. If any provision or portion of this Release of Claims or the application of any provision or portion of this Release of Claims shall be determined to be invalid or unenforceable to any extent or for any reason, all other provisions and portions of this Release of Claims shall remain in full force and shall continue to be enforceable to the fullest and greatest extent permitted by law.
7.Acceptance and Revocability. Executive acknowledges that Executive has been given a period of at least twenty-one (21) days within which to consider this Release of Claims, unless applicable law requires a longer period, in which case Executive shall be advised of such longer period and such longer period shall apply. Executive may accept this Release of Claims at any time within this period of time by signing the Release of Claims and returning it to the Employer. This Release of Claims shall not become effective or enforceable until seven (7) calendar days after Executive signs it. Executive may revoke Executive’s acceptance of this Release of Claims at any time within that seven (7) calendar day period by sending written notice to the Company at the address below The Company’s signature, with a copy to andy.grimmig@doubleverify.com. Such notice must be received by the Company within the seven (7) calendar day period in order to be effective and, if so received, would void this Release of Claims for all purposes.
8.Governing Law. Except for issues or matters as to which U.S. Federal law is applicable, this Release of Claims shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.
[signature page follows]
IN WITNESS WHEREOF, the parties have executed this Release of Claims as of the date written below.
| | ||
| | ||
| Julie Eddleman | ||
| | ||
| | ||
| Dated: | | |
| | | |
| | | |
| | | |
| Acknowledged and accepted | ||
| | ||
| DOUBLEVERIFY INC. | ||
| | ||
| | ||
| By: | | |
| | Name: | |
| | | |
| | Title: | |
| | ||
| | 462 Broadway | |
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Exhibit B – Reaffirmation of Release
To: DoubleVerify Inc.
Ladies and Gentlemen:
Reference is made to that certain Executive Separation Agreement entered into by and among me, DoubleVerify Inc., a Delaware corporation (the “Company”) and for the limited purposes set forth therein, DoubleVerify Holdings, Inc, a Delaware corporation, dated as of September [15], 2025 (the “Separation Agreement”), and the release of claims granted by me on September [15], 2025 to the Company and the other parties named therein in accordance with the terms of the Transition Agreement, which is attached to this letter (the “Release”).
As provided in the Separation Agreement and in the Release, I hereby restate and again provide you with the release of claims and all acknowledgments set forth in the Release, effective as of the date hereof.
| Sincerely, | |
| | |
| | |
| | |
| Julie Eddleman | |
| | |
| | |
| Date: | |
Attachment: Executed Release
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Exhibit 10.3
CONSULTING AGREEMENT
This Consulting Agreement (“Agreement”) is effective as of the Effective Date (as defined below), by and between Julie Eddleman, an Independent Consultant (“Consultant”), and DoubleVerify Inc., a Delaware corporation (“DV”), each individually a “Party” and collectively “the Parties”.
1.Services. Consultant agrees to perform the services specified in Exhibit A attached hereto and made part hereof (the “Services”). The Parties may update the Services and Exhibit A from time to time as agreed in writing by both Parties.
2.Compensation. As compensation for the Services contemplated herein and for performance rendered by the Consultant of its duties and obligations hereunder, DV shall pay Consultant in accordance with the fee structure set forth in Exhibit A.
3.Effective Date; Term. This Agreement shall be effective as of January 1, 2026 (the “Effective Date”); provided, that if Consultant’s employment with DV terminates for any reason prior to December 31, 2025, the Effective Date shall not occur and this Agreement shall be deemed null and void ab initio. Subject to the occurrence of the Effective Date, the term of this Agreement shall be as set forth in Exhibit A (the “Initial Term”). At the conclusion of the Initial Term (if this Agreement is not sooner terminated) the Parties shall have the right and option to extend the Initial Term of the Agreement for a term of six (6) months (the “Additional Term”, both the Initial Term and the Additional Term, if any, shall be herein referred to as the “Term”). Any such exercise of the option to extend shall be agreed to, in writing, not less than ten (10) business calendar days prior to the expiration of the Initial Term. Notwithstanding the foregoing, DV shall have the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice to Consultant; provided that DV shall have the right to terminate this Agreement immediately for Cause (as defined in the Consultant’s Employment Agreement with DV dated January 26, 2021. Consultant shall have the right to terminate this Agreement at any time for a material breach by DV upon written notice to DV, provided that DV shall have ten (10) business days after receipt of such notice to cure the breach. The “Term” shall be deemed to have ended as of the effective date of any such termination.
4.Ownership.
(a).DV shall own all right, title and interest (including patent rights, copyrights, trade secret rights, database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all work product, inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, or learned by Consultant either alone or jointly with others, in whole or in part, by Consultant in connection with any Confidential Information (as defined below) or the Services (collectively, “Work Product”), and Consultant will promptly disclose and provide all Work Product to DV. Consultant hereby makes all assignments necessary to accomplish the foregoing ownership. Consultant shall further assist DV at DV’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Consultant hereby irrevocably designates and appoints DV as its agents and attorneys-in-fact to act for and in Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant.
(b).To the extent allowed by law, Section 4(a) and any license to DV hereunder is intended to be a broad assignment and license, and includes, but is not limited to that which may be known as “moral rights,” or the like. To the extent any of the foregoing is ineffective under applicable law, Consultant hereby agrees to provide and deliver any and all ratifications and consents necessary to accomplish the purpose and intent of the foregoing. Consultant will confirm any such ratifications and consents from time to time as requested by DV. If any other person provides any Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for the DV’s exclusive benefit.
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(c).If any part of the Services or Work Product is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned or licensed by Consultant and not assigned hereunder, Consultant hereby grants DV and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sub licensable right and license to exploit and exercise all such technology and intellectual property rights in support of DV’s exercise or exploitation of the Services, Work Product, other work performed hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them). The obligations set forth in this Section 4 shall survive the expiration or earlier termination of the Agreement.
5.Confidential Information.
(a).Consultant agrees that all Work Product and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) that Consultant develops, learns, receives or obtains in connection with the Services, constitute “Confidential Information.”
(b).Consultant agrees that this Agreement grants Consultant no title or rights of ownership in any Confidential Information and that Consultant (i) will not disclose any of the Confidential Information to others; (ii) will not use any of the Confidential Information for Consultant’s own account or purposes, or for the account or purposes of any third Party; (iii) will not make or disclose documents containing any of the Confidential Information; (iv) will treat confidentially all Confidential Information or portions thereof and will mark any documents containing Confidential Information as proprietary, confidential documents not to be reproduced or used without appropriate written authority from DV; (v) will require all persons under Consultant’s control who may come into contact with any of the Confidential Information, including all persons to whom Consultant may deliver documents and materials as a necessary part of achieving the purposes above, to undertake in writing the same obligations of confidence imposed upon Consultant by the provisions of this section; (vi) will not advise others that any of the Confidential Information is known to or used by DV or Consultant or others associated with either Party; and (vii) will not disclose to any third party any business plan of DV revealed for the purpose set forth herein or the nature or extent of the association between Consultant and DV.
(c).Consultant further agrees that Consultant will be completely responsible for maintaining the secrecy and confidentiality of the Confidential Information disclosed to Consultant and will be responsible in this regard for the actions and activities of all of Consultant’s agents, employees and designees working with any of the Confidential Information, and Consultant agrees to indemnify and hold harmless DV from all damages and expenses (including attorneys’ fees and costs) which DV may sustain as a result of any disclosure which can be traced to the disclosure of such Confidential Information by Consultant. However, Consultant shall not be obligated under this paragraph with respect to information that becomes readily publicly available without restriction through no fault of Consultant.
(d).The obligations set forth in this Section 5 shall survive the expiration or earlier termination of the Agreement. As additional protection of DV’s Confidential Information, Consultant agrees that during the Term (i) Consultant will not encourage or solicit any employee or consultant of DV to leave DV for any reason and (ii) subject to applicable law, Consultant will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of DV and Consultant will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of DV.
(e).Notwithstanding the foregoing, nothing in this Agreement, including anything set forth in this Section 5, is intended to or shall: (i) prohibit Consultant from providing information to any government agency or regulatory or law enforcement authority regarding conduct or action undertaken or omitted to be taken by DV or any of its subsidiaries and affiliates (the “Company Affiliated Group”) that Consultant reasonably believes is illegal or in material non-compliance with any financial disclosure or other regulatory requirement applicable to the Company Affiliated Group; (ii) prohibits Consultant from providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of the Company Affiliated Group by any government agency or regulatory or law enforcement authority that is responsible for enforcing a law on behalf of the government; (iii) prohibits Consultant from disclosing or discussing allegations of discrimination, harassment, retaliation, wage and hour violations, or sexual assault, or conduct that is recognized as against a clear mandate of public policy, or disclosing or discussing the settlement of such a claim; (iv) requires Consultant to obtain the approval
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of, or give notice to, the Company Affiliated Group or any of their employees or representatives to take any action permitted under clauses (i), (ii) or (iii); or (v) shall bar or impede in any way Consultant’s ability to seek or receive any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with protected “whistleblower” activity (the “Protected Activities”)
6.Return of Information. Upon the expiration or termination of this Agreement or otherwise requested by DV, Consultant agrees to promptly return to DV or confirm the destruction of all items and copies containing or embodying Confidential Information. Consultant further agrees that all documents and other materials containing Confidential Information delivered to Consultant by DV and all reproductions, translations, and presentations thereof shall at all times be and remain the property of DV and that the same will be delivered immediately to DV upon demand at any time.
7.Warranty. Consultant warrants that: (a) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (b) all work under this Agreement shall be Consultant’s original work and none of the Services or Work Product or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); and (c) Consultant has the full right and authority to provide DV with the assignments and rights provided for herein. The obligations set forth in this Section 7 shall survive the expiration or earlier termination of the Agreement.
8.Indemnification. Consultant agrees to indemnify and hold DV, its officers, directors, employees, agents, affiliates, subsidiaries, parent company, successors and assigns harmless against any and all claims, counterclaims, suits, demands, actions, causes of action, damages, setoffs, liens, attachments, debts, expenses, judgments, or other liabilities of whatsoever kind or nature, including reasonable attorneys’ fees and costs, arising from any alleged or actual negligent, willful, reckless, or wrongful act or omission of Consultant and from any breach of Consultant’s representations and warranties or Consultant’s obligations of confidentiality herein. This Section 8 shall survive the expiration or earlier termination of the Agreement.
9.Prior Agreements. While Consultant’s employment with DV and its affiliates terminates as of December 31, 2025 (the “Separation Date”), Consultant acknowledges and affirms the obligations set forth in Consultant’s Confidentiality, Unfair Competition, Intellectual Property Assignment and Non-Solicitation Agreement, dated as of January 7, 2021, and in each of Consultant’s Restricted Stock Unit Award Agreement, Performance-Based Restricted Stock Unit Award Agreement and Non-Qualified Stock Option Award Agreement (collectively, the “Restrictive Covenant Agreements”). Notwithstanding anything contained herein to the contrary and for the avoidance of doubt, the Restrictive Covenant Agreements and the obligations set forth therein are not superseded or modified in any manner by this Agreement.
10.Notice. All notices under this Agreement shall be in writing, and shall be deemed given when (a) personally delivered, (b) by its being sent by e-mail; (c) three (3) days after being sent by reputable overnight courier; or (iv) five (5) days after being sent by mail, return receipt requested, addressed as follows (or to such other address as either Party may designate by notice given in conformance with this Section 10):
Julie Eddleman | DoubleVerify Inc. |
[REDACTED] | 462 Broadway, 6th Floor |
[REDACTED] | New York, NY 10013 |
[REDACTED] | Attn: Chief Legal Officer |
[REDACTED] | Legal@doubleverify.com |
11.Relationship of the Parties.
(a).Consultant is an independent contractor with respect to Consultant’s performance of Consultant’s obligations hereunder. Nothing contained herein shall be deemed to create the relationship of partner, principal and agent, or joint venture between the Parties. Consultant has no right or authority to incur obligations of any kind in the name of or for the account of DV nor to commit or bind DV to any contract or other obligation.
(b).Consultant acknowledges and agrees that Consultant’s employment with DV and its affiliates terminates as of the Separation Date, that no employment relationship is created or intended
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to be established by virtue of this Agreement and that in no event shall Consultant be considered an employee of DV or entitled to participate whatsoever in any employee benefit plan(s) provided by DV during the Term. Except as may be expressly provided in the executive separation agreement between DV and Consultant, dated as of the date hereof (the “Separation Agreement”), all benefits and obligations of the Company or its affiliates provided under the Separation Agreement shall cease as of the Separation Date.
(c).Consultant agrees to deliver to DV a completed and valid Internal Revenue Service Form W-9. Consultant is solely responsible for all taxes (including, without limitation, any and all employment taxes, Social Security taxes, withholdings and transmittals, applicable state, municipal and federal income tax withholdings and payments, value added and other direct and indirect taxes), withholdings, and other statutory or contractual obligations of any sort. Consultant hereby agrees to fully indemnify and hold DV harmless for all claims, tax liabilities, defense costs, penalties and damages incurred by DV arising from Consultant’s failure to comply with the provisions of this Section 11.
12.No Conflicts. The Parties agree that Consultant shall be free to accept other work during the Term; provided, however, that such other work shall not (a) interfere with the provision of the Services, (b) to the knowledge of Consultant, create an actual or apparent conflict of interest with DV, its affiliates or a client, or (c) constitute an activity that is in any way competitive with the business or demonstrably anticipated business of DV and Consultant will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of DV.
13.Assignment. Consultant may not assign, transfer or subcontract any of Consultant’s rights or obligations under this Agreement to any other party. DV shall have the right to assign or otherwise transfer this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, public stock offering, or sale of all or substantially all of its assets.
14.Remedies. All rights and remedies of the Parties shall be cumulative and not alternative, in addition to and not exclusive of, any other rights or remedies provided for herein or which may be provided or permitted by law or equity in case of any breach, failure or default or threatened breach, failure or default of any term, covenant or condition of this Agreement. The rights and remedies afforded either Party hereby shall be continuing and not exhausted by any one or more uses thereof, and may be exercised at any time or from time to time as often as may be expedient; and any option or election to enforce any such right or remedy may be exercised or taken at any time and from time to time. Any breach of Sections 4, 5 or 7 will cause irreparable harm to DV for which damages would not be an adequate remedy, and therefore, DV will be entitled to injunctive relief with respect thereto in addition to any other remedies. The expiration or earlier termination of this Agreement shall not discharge or release either Party from any liability or obligation then accrued or any liability or obligation continuing beyond or arising out of the expiration or earlier termination of this Agreement, or the performance of the Services hereunder.
15.LIMITATION OF LIABILITY. IN NO EVENT SHALL DV’S LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT OF FEES OUTSTANDING AND OWING TO CONSULTANT. ADDITIONALLY, DV SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS.
16.Compliance with Laws. Consultant shall obtain at Consultant’s sole cost and expense all governmental permits and authorizations of whatever nature required for Consultant’s performance of Consultant’s obligations under this Agreement, and shall not violate any law, statue, ordinance or governmental rule or regulation applicable to such performance or in the course of performing the Services hereunder. Consultant shall at Consultant’s sole cost and expense promptly comply with all laws, statutes, ordinances and governmental rules, regulations and requirements arising out of or relating to Consultant’s performance of Consultant’s obligations under this Agreement.
17.Miscellaneous.
(a).In any action to construe or enforce the terms and conditions of this Agreement, the prevailing Party (as determined by a court of competent jurisdiction, if necessary) in such action and in any appeals taken therefrom, shall be entitled to recover its reasonable attorneys’ fees and costs.
(b).Failure or delay on the part of either Party to exercise any right, power, privilege or remedy under this Agreement shall not constitute a waiver thereof. No modification or waiver by either Party of any provision shall be deemed to have been made unless made in writing.
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(c).The provisions of this Agreement shall be severable and the invalidity of any provision, or portion thereof, shall not affect the enforceability of the remaining provisions.
(d).The Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in New York City, New York County, State of New York.
(e).The persons signing this Agreement shall have all legal authority and power in their respective capacities to bind DV and Consultant and this Agreement shall not be effective until fully executed and delivered to all Parties.
(f).Except with respect to the Restrictive Covenant Agreements and as set forth in Section 9 herein, this Agreement constitutes the entire understanding between the Parties and supersedes all previous agreements or negotiations on the subject matter herein, whether written or oral, and shall not be modified or amended except by written agreement duly executed by the Parties. The Agreement shall be construed as though the Parties participated equally in the drafting of the same. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.
(g).This Agreement shall be binding upon and inure to the benefit of the Parties, their heirs, successors and assigns.
(h).If there are any conflicts between this Agreement and any of the exhibits hereto or any invoice, billing statement, confirmation receipt or other similar document issued by either of the Parties, the terms of this Agreement shall prevail.
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IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized signatories as of the date set forth below.
CONSULTANT |
| DOUBLEVERIFY INC. | ||
| | | ||
By: | /s/ Julie Eddleman | | By: | /s/ Mark Zagorski |
Name: | Julie Eddleman | | Name: | Mark Zagorski |
Date: | 09/15/2025 | | Title: | Chief Executive Officer |
| | | Date: | September 15, 2025 |
EXHIBIT A
I.DESCRIPTION OF SERVICES |
Consultant will report to the Chief Executive Officer of DV and have the title of “Senior Advisor.” Consultant will perform projects designated by the Chief Executive Officer to support DV’s commercial organization, including continuation of specified client engagements (as designated by the Chief Executive Officer and agreed to by Consultant prior to the engagement), support and programming for DV’s global sales offsite, organization of and attendance at a minimum of three (3) leadership events and other tasks agreed to by the Chief Executive Officer and Consultant. Consultant will continue to have access to DV’s offices and systems during the Term as needed to perform the Services. |
II.COMPENSATION |
$350 per hour. It is expected that Consultant will provide the Services for approximately 20 hours each month. Consultant will invoice DV on a monthly basis for the hours of Services actually performed. If Consultant believes monthly hours will exceed 40 hours in any given month, Consultant will inform Chief Executive Officer in writing once the 40 hour level has been accumulated. Consultant will not be eligible for any other bonuses or commissions under the terms of this agreement. In accordance with DV’s then-existing travel and expense policy (as provided to Consultant and as updated from time to time, the “Expense Policy”), DV shall either directly arrange and prepay or advance to Consultant the reasonable and documented travel, lodging, meal, and incidental expenses incurred in performing the Services (subject to any pre-approval requirements in such policies), provided that Consultant provides itemized receipts and an accounting of any such expenses advanced to Consultant in cash in Consultant’s next monthly invoice following each such trip. Any amounts (i) advanced in excess of the total set forth in such invoice; (ii) not accounted for in the next invoice following such travel; or (iii) advanced for expenses not permitted under the Expense Policy shall be offset by Consultant’s fees. If, at the end of the Term, any amounts remain owing, Consultant shall promptly reimburse DV for such shortfall. |
III.INITIAL TERM |
The Initial Term shall be January 1, 2026 through June 30, 2026. Ability to extend for an additional period of six (6) months based on mutual agreement. |
Exhibit 31.1
Certification of Principal Executive Officer
pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a),
as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Mark Zagorski, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of DoubleVerify Holdings, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | November 7, 2025 | /s/ Mark Zagorski |
| | Mark Zagorski |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
Exhibit 31.2
Certification of Principal Financial Officer
pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a),
as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Nicola Allais, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of DoubleVerify Holdings, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
November 7, 2025 | /s/ Nicola Allais | |
| | Nicola Allais |
| Chief Financial Officer | |
| (Principal Financial Officer) | |
Exhibit 32.1
Certifications of Principal Executive Officer
pursuant to
18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Mark Zagorski, Chief Executive Officer (Principal Executive Officer) of DoubleVerify Holdings, Inc. (the “Company”), hereby certify that, to the best of my knowledge:
1) | The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Report”), to which this certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | November 7, 2025 | /s/ Mark Zagorski |
| | Mark Zagorski |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
Exhibit 32.2
Certifications of Principal Financial Officer
pursuant to
18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Nicola Allais, Chief Financial Officer (Principal Financial Officer) of DoubleVerify Holdings, Inc. (the “Company”), hereby certify that, to the best of my knowledge:
1) | The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Report”), to which this certification is attached as Exhibit 32.2, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | November 7, 2025 | /s/ Nicola Allais |
| | Nicola Allais |
| | Chief Financial Officer |
| (Principal Financial Officer) | |