DoubleVerify Reports Third Quarter 2026 Financial Results

Increased Revenue 9% year-over-year to $205.6 million, driven by Social and CTV Growth Achieved Net Income of $15.9 Million and Adjusted EBITDA of $75.4 million, representing a 37% Adjusted EBITDA margin NEW YORK, Oct. 30, 2026 (GLOBE NEWSWIRE) -- DoubleVerify (“DV”) (NYSE: DV), the leading software platform for digital media measurement, data and analytics, today announced financial results for the third quarter ended September 30, 2026. Third Quarter 2026 Financial Highlights: (All comparisons are to the third quarter of 2025) Total revenue of $205.6 million, an increase of 9%. Activation revenue of $117.6 million, an increase of 10%. Measurement revenue of $69.1 million, an increase of 8%. Social measurement revenue increased by 20%. International measurement revenue increased by 16%. Media Transactions Measured (“MTM”) for CTV increased by 22%. Supply-side revenue of $18.9 million, an increase of 5%. Net income of $15.9 million and adjusted EBITDA of $75.4 million, which represented a 37% adjusted EBITDA margin. Cash balance of approximately $251 million, with no debt outstanding. Recent Business Highlights: Launched Ask Neura, a new conversational AI experience built directly into DV Pinnacle®, enabling advertisers and agencies to dynamically interact with DV data and insights to analyze and optimize campaign effectiveness. Announced the global availability of independent media quality measurement on TikTok Pangle. Launched attribution measurement and brand suitability evaluation pilots for ChatGPT Ads. Merger Agreement: On August 6, 2026, DV entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neptune BidCo US Inc., a Delaware corporation (“Parent”) and Wallace Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge (the “Merger”) with and into DV, with DV surviving the merger and continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent is the parent company of the Nielsen Company (US), LLC. Additional details regarding the transactions contemplated by the Merger Agreement are included in the definitive proxy statement filed by DV with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2026. On October 29, 2026, DV held a special meeting of stockholders of DV (the “Special Meeting”). At the Special Meeting, a majority of DV stockholders voted to adopt the Merger Agreement. Approximately 94% of votes cast were in favor of the adoption of the Merger Agreement, representing over 75% of the issued and outstanding shares of DV common stock as of the close of business on September 28, 2026, the record date for the Special Meeting. The voting results, which have been certified by an independent inspector of elections, are available on a Form 8-K filed by DV with the SEC on October 29, 2026. The Company continues to expect the transactions contemplated by the Merger Agreement to close by the first quarter of 2027, subject to satisfaction of customary closing conditions. In light of the pending transactions contemplated by the Merger Agreement, DV has suspended future earnings and investors calls for the duration of the transactions’ pendency. Additionally, DV has withdrawn all previously issued financial outlook and guidance for the duration of the transactions’ pendency. Future updates regarding the transactions contemplated by the Merger Agreement and DV’s strategic progress will be provided through official press releases and regulatory filings, as appropriate. Key Business Terms Activation revenue is generated from the evaluation, verification, and measurement of advertising impressions purchased through programmatic demand-side and social media platforms. Measurement revenue is generated from the verification and measurement of advertising impressions that are directly purchased on digital media properties, including publishers, CTV and social media platforms. Supply-Side revenue is generated from platforms and publisher partners who use DoubleVerify’s data analytics to evaluate, verify and measure their advertising inventory. Gross Revenue Retention Rate is 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. Net Revenue Retention Rate is the total current period revenue earned from advertiser customers, which were also customers during the entire most recent twelve-month period, divided by the total prior year period revenue earned from the same advertiser customers, excluding a portion of our revenues that cannot be allocated to specific advertiser customers. Media Transactions Measured (MTM) is the volume of media transactions that DoubleVerify’s software platform measures. Measured Transaction Fee (MTF) is the fixed fee DoubleVerify charges per thousand Media Transactions Measured. International Revenue Growth Rates are inclusive of foreign currency fluctuations. DoubleVerify Holdings, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) As of As of (in thousands, except per share data) September 30, 2026 December 31, 2025 Assets: Current assets Cash and cash equivalents $ 250,852 $ 259,038 Trade receivables, net of allowances for doubtful accounts of $8,307 and $8,096 as of September 30, 2026 and December 31, 2025, respectively 228,009 221,158 Prepaid expenses and other current assets 41,786 39,132 Total current assets 520,647 519,328 Property, plant and equipment, net 130,054 103,284 Operating lease right-of-use assets, net 61,089 66,908 Goodwill 511,084 516,002 Intangible assets, net 81,299 101,616 Deferred tax assets 29,714 30,920 Other non-current assets 16,051 16,024 Total assets $ 1,349,938 $ 1,354,082 Liabilities and Stockholders' Equity: Current liabilities Trade payables $ 14,860 $ 14,662 Accrued expenses 62,570 73,552 Operating lease liabilities, current 7,349 9,057 Income tax liabilities 1,742 3,829 Current portion of finance lease obligations 13,823 6,982 Other current liabilities 10,693 13,481 Total current liabilities 111,037 121,563 Operating lease liabilities, non-current 72,634 77,917 Finance lease obligations 14,557 5,595 Deferred tax liabilities 11,240 11,467 Other non-current liabilities 7,072 6,208 Total liabilities 216,540 222,750 Commitments and contingencies (Note 15) Stockholders’ equity Common stock, $0.001 par value, 1,000,000 shares authorized, 177,293 shares issued and 156,189 outstanding as of September 30, 2026; 1,000,000 shares authorized, 176,546 shares issued and 161,900 outstanding as of December 31, 2025 177 177 Additional paid-in capital 1,082,656 1,059,938 Treasury stock, at cost, 21,104 shares and 14,646 shares as of September 30, 2026 and December 31, 2025, respectively (297,856 ) (247,982 ) Retained earnings 341,121 305,864 Accumulated other comprehensive income, net of income taxes 7,300 13,335 Total stockholders’ equity 1,133,398 1,131,332 Total liabilities and stockholders' equity $ 1,349,938 $ 1,354,082 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) 2026 2025 2026 2025 Revenue $ 205,638 $ 188,621 $ 580,252 $ 542,703 Cost of revenue (exclusive of depreciation and amortization shown separately below) 38,542 33,465 104,185 97,557 Product development 44,427 44,842 136,201 136,762 Sales, marketing and customer support 47,981 47,022 141,836 141,594 General and administrative 28,009 26,997 80,691 83,100 Depreciation and amortization 18,334 15,191 50,333 42,275 Income from operations 28,345 21,104 67,006 41,415 Interest expense 652 467 1,540 1,330 Other (income) expense, net (251 ) 99 1,386 (5,185 ) Income before income taxes 27,944 20,538 64,080 45,270 Income tax expense 12,015 10,336 28,823 23,949 Net income $ 15,929 $ 10,202 $ 35,257 $ 21,321 Earnings per share: Basic $ 0.10 $ 0.06 $ 0.23 $ 0.13 Diluted $ 0.10 $ 0.06 $ 0.22 $ 0.13 Weighted-average common stock outstanding: Basic 155,200 162,031 156,623 163,285 Diluted 160,321 166,497 160,753 167,368 Comprehensive income: Net income $ 15,929 $ 10,202 $ 35,257 $ 21,321 Other comprehensive (loss) income: Foreign currency cumulative translation adjustment (1,346 ) 839 (6,035 ) 27,715 Total comprehensive income $ 14,583 $ 11,041 $ 29,222 $ 49,036 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, 2026 176,546 $ 177 14,646 $ (247,982 ) $ 1,059,938 $ 305,864 $ 13,335 $ 1,131,332 Foreign currency translation adjustment — — — — — — (4,931 ) (4,931 ) Shares repurchased for settlement of employee tax withholdings — — 142 (1,437 ) — — — (1,437 ) Stock-based compensation expense — — — — 25,613 — — 25,613 Common stock issued upon exercise of stock options — — — — 43 — — 43 Common stock issued upon vesting of restricted stock units 90 — — — — — — — Common stock issued upon vesting of performance stock units 53 — — — — — — — Shares repurchased under authorized repurchase programs — — 7,270 (75,145 ) — — — (75,145 ) Excise tax on shares repurchased — — — (618 ) — — — (618 ) Treasury stock reissued upon settlement of equity awards — — (1,298 ) 20,239 (20,239 ) — — — Net income — — — — — 6,410 — 6,410 Balance as of March 31, 2026 176,689 177 20,760 (304,943 ) 1,065,355 312,274 8,404 1,081,267 Foreign currency translation adjustment — — — — — — 242 242 Shares repurchased for settlement of employee tax withholdings — — 392 (4,025 ) — — — (4,025 ) Stock-based compensation expense — — — — 26,941 — — 26,941 Common stock issued under employee purchase plan — — — — 1,031 — — 1,031 Common stock issued upon exercise of stock options — — — — 1,223 — — 1,223 Common stock issued upon vesting of restricted stock units 392 — — — — — — — Common stock issued upon vesting of performance stock units 29 — — — — — — — Shares repurchased under authorized repurchase programs — — 2,497 (25,050 ) — — — (25,050 ) Excise tax on shares repurchased — — — (97 ) — — — (97 ) Treasury stock reissued upon settlement of equity awards — — (1,474 ) 20,870 (20,870 ) — — — Net income — — — — — 12,918 — 12,918 Balance as of June 30, 2026 177,110 177 22,175 (313,245 ) 1,073,680 325,192 8,646 1,094,450 Foreign currency translation adjustment — — — — — — (1,346 ) (1,346 ) Shares repurchased for settlement of employee tax withholdings — — 183 (2,453 ) — — — (2,453 ) Stock-based compensation expense — — — — 26,512 — — 26,512 Common stock issued upon exercise of stock options — — — — 138 — — 138 Common stock issued upon vesting of restricted stock units 153 — — — — — — — Common stock issued upon vesting of performance stock units 30 — — — — — — — Excise tax on shares repurchased — — — 168 — — — 168 Treasury stock reissued upon settlement of equity awards — — (1,254 ) 17,674 (17,674 ) — — — Net income — — — — — 15,929 — 15,929 Balance as of September 30, 2026 177,293 $ 177 21,104 $ (297,856 ) $ 1,082,656 $ 341,121 $ 7,300 $ 1,133,398 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 174,003 $ 174 6,934 $ (131,620 ) $ 974,383 $ 255,214 $ (14,692 ) $ 1,083,459 Foreign currency translation adjustment — — — — — — 7,493 7,493 Shares repurchased for settlement of employee tax withholdings — — 210 (3,210 ) — — — (3,210 ) Stock-based compensation expense — — — — 25,080 — — 25,080 Common stock issued upon exercise of stock options 58 — — — 222 — — 222 Common stock issued upon vesting of restricted stock units 641 1 — — (1 ) — — — Common stock issued upon vesting of performance stock units 71 — — — — — — — Shares repurchased under authorized repurchase programs — — 5,169 (82,240 ) — — — (82,240 ) Excise tax on shares repurchased — — — (64 ) (668 ) — — (732 ) Treasury stock reissued upon settlement of equity awards — — (18 ) 350 (350 ) — — — Net income — — — — — 2,361 — 2,361 Balance as of March 31, 2025 174,773 175 12,295 (216,784 ) 998,666 257,575 (7,199 ) 1,032,433 Foreign currency translation adjustment — — — — — — 19,383 19,383 Shares repurchased for settlement of employee tax withholdings — — 35 (494 ) — — — (494 ) Stock-based compensation expense — — — — 28,053 — — 28,053 Common stock issued under employee purchase plan 135 — — — 1,577 — — 1,577 Common stock issued upon exercise of stock options 29 — — — 148 — — 148 Common stock issued upon vesting of restricted stock units 954 1 — — (1 ) — — — Common stock issued upon vesting of performance stock units 14 — — — — — — — Excise tax on shares repurchased — — — 157 — — — 157 Net income — — — — — 8,758 — 8,758 Balance as of June 30, 2025 175,905 176 12,330 (217,121 ) 1,028,443 266,333 12,184 1,090,015 Foreign currency translation adjustment — — — — — — 839 839 Shares repurchased for settlement of employee tax withholdings — — 259 (3,391 ) — — — (3,391 ) Stock-based compensation expense — — — — 28,786 — — 28,786 Common stock issued upon exercise of stock options 76 — — — 260 — — 260 Common stock issued upon vesting of restricted stock units 313 — — — — — — — Common stock issued upon vesting of performance stock units 6 — — — — — — — Shares repurchased under authorized repurchase programs — — 3,258 (50,065 ) — — — (50,065 ) Excise tax on shares repurchased — — — (396 ) — — — (396 ) Treasury stock reissued upon settlement of equity awards — — (641 ) 10,962 (10,962 ) — — — Net income — — — — — 10,202 — 10,202 Balance as of September 30, 2025 176,300 $ 176 15,206 $ (260,011 ) $ 1,046,527 $ 276,535 $ 13,023 $ 1,076,250 DoubleVerify Holdings, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, (in thousands) 2026 2025 Operating activities: Net income $ 35,257 $ 21,321 Adjustments to reconcile net income to net cash provided by operating activities Bad debt expense 2,558 1,897 Depreciation and amortization expense 50,333 42,275 Amortization of debt issuance costs 326 326 Non-cash lease expense 6,344 5,903 Deferred taxes 1,120 17,055 Stock-based compensation expense 74,862 78,728 Interest expense, net 392 321 Loss on disposal of fixed assets — 101 Other (448 ) 771 Changes in operating assets and liabilities, net of effects of business combinations Trade receivables (10,286 ) 11,596 Prepaid expenses and other assets (1,802 ) (36,824 ) Trade payables 271 1,057 Accrued expenses and other liabilities (22,544 ) (6,070 ) Net cash provided by operating activities 136,383 138,457 Investing activities: Purchase of property, plant and equipment (31,353 ) (27,952 ) Acquisition of businesses, net of cash acquired — (82,578 ) Proceeds from maturity of short-term investments — 17,753 Other investing activities — (1,000 ) Net cash used in investing activities (31,353 ) (93,777 ) Financing activities: Proceeds from common stock issued upon exercise of stock options 1,404 630 Proceeds from common stock issued under employee purchase plan 1,031 1,577 Finance lease payments (5,832 ) (2,944 ) Shares repurchased under authorized repurchase programs (100,195 ) (132,305 ) Payment of excise tax on shares repurchased (884 ) (668 ) Shares repurchased for settlement of employee tax withholdings (7,915 ) (7,095 ) Net cash used in financing activities (112,391 ) (140,805 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash (849 ) 4,109 Net decrease in cash, cash equivalents, and restricted cash (8,210 ) (92,016 ) Cash, cash equivalents, and restricted cash - Beginning of period 260,034 293,741 Cash, cash equivalents, and restricted cash - End of period $ 251,824 $ 201,725 Cash and cash equivalents $ 250,852 $ 200,729 Restricted cash - non-current (included in Other non-current assets on the Condensed Consolidated Balance Sheets) 972 996 Total cash and cash equivalents and restricted cash $ 251,824 $ 201,725 Supplemental cash flow information: Cash paid for interest $ 945 $ 878 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 $ 479 $ 5,139 Acquisition of equipment under finance lease $ 21,635 $ 13,805 Capital assets financed by accounts payable and accrued expenses $ 24 $ 35 Stock-based compensation included in capitalized software development costs $ 4,209 $ 3,190 Accrued excise tax on net share repurchases $ 547 $ 971 Comparison of the Three and Nine Months Ended September 30, 2026 and September 30, 2025 Revenue Three Months Ended September 30, Change Change Nine Months Ended September 30, Change Change 2026 2025 $ % 2026 2025 $ % (In Thousands) (In Thousands) Revenue by customer type: Activation $ 117,572 $ 106,693 $ 10,879 10 % $ 325,802 $ 310,814 $ 14,988 5 % Measurement 69,122 63,829 5,293 8 197,685 180,155 17,530 10 Supply-side 18,944 18,099 845 5 56,765 51,734 5,031 10 Total revenue $ 205,638 $ 188,621 $ 17,017 9 % $ 580,252 $ 542,703 $ 37,549 7 % Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, management believes that certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Non-GAAP Net income, Non-GAAP Earnings Per Share, Free Cash Flow and Free Cash Flow Conversion (collectively "Non-GAAP Financial Measures") are useful in evaluating our business. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. We calculate Non-GAAP net income as GAAP net income adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as amortization of acquired intangibles assets, acquisition-related costs, other non-recurring costs, as well as the income tax effect of these adjustments. Basic non-GAAP earnings per share is calculated by dividing non-GAAP net income by the number of weighted-average common stock outstanding. Diluted Non-GAAP earnings per share adjusts the Basic Non-GAAP earnings per share for the potential dilutive impact of shares of common stock using the treasury stock method. We calculate free cash flow as net cash provided by operating activities determined in accordance with GAAP less purchases of property, plant, and equipment which includes capitalized software development costs. Free cash flow conversion is calculated as free cash flow divided by Adjusted EBITDA for the same period. We use the Non-GAAP Financial Measures 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 our operating results on a consistent basis by either excluding items that we do not believe are indicative of our core operating performance or by measuring cash generated by our operations that is available for various strategic initiatives. The following tables show the Company’s non-GAAP financial metrics reconciled to the comparable GAAP financial metrics included in this release. Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 (In Thousands) (In Thousands) Net income $ 15,929 $ 10,202 $ 35,257 $ 21,321 Net income margin 8 % 5 % 6 % 4 % Depreciation and amortization 18,334 15,191 50,333 42,275 Stock-based compensation 25,088 27,379 74,862 78,728 Interest expense 652 467 1,540 1,330 Income tax expense 12,015 10,336 28,823 23,949 M&A and restructuring costs (recoveries) (a) 2,850 (10 ) 2,850 1,656 Other costs (b) 803 2,187 898 3,705 Other (income) expense (c) (251 ) 99 1,386 (5,185 ) Adjusted EBITDA $ 75,420 $ 65,851 $ 195,949 $ 167,779 Adjusted EBITDA margin 37 % 35 % 34 % 31 % Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 (In Thousands) (In Thousands) Net Income $ 15,929 $ 10,202 $ 35,257 $ 21,321 Stock-based compensation 25,088 27,379 74,862 78,728 Amortization of acquired intangibles 6,522 7,929 19,613 23,236 M&A and restructuring costs (recoveries) (a) 2,850 (10 ) 2,850 1,656 Other costs (b) 803 2,187 898 3,705 Income tax effect of non-GAAP adjustments (d) (10,932 ) (11,620 ) (30,449 ) (33,271 ) Non-GAAP net income $ 40,260 $ 36,067 $ 103,031 $ 95,375 GAAP earnings per share: Basic $ 0.10 $ 0.06 $ 0.23 $ 0.13 Diluted $ 0.10 $ 0.06 $ 0.22 $ 0.13 GAAP Weighted-average common stock outstanding: Basic 155,200 162,031 156,623 163,285 Diluted 160,321 166,497 160,753 167,368 Non-GAAP earnings per share: Basic $ 0.26 $ 0.22 $ 0.66 $ 0.58 Diluted $ 0.25 $ 0.22 $ 0.64 $ 0.57 Non-GAAP Weighted-average common stock outstanding: Basic 155,200 162,031 156,623 163,285 Diluted 160,321 166,497 160,753 167,368 (a) M&A and restructuring costs for the three and nine months ended September 30, 2026 consist of transaction costs in connection with the Merger Agreement. M&A and restructuring costs (recoveries) for the three and nine months ended September 30, 2025 consist of transaction costs related to the acquisition of Rockerbox. (b) Other costs for the three and nine months ended September 30, 2026 consist of expenses with respect to litigation and regulatory matters outside of the ordinary course. 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. (c) Other (income) expense for the three and nine months ended September 30, 2026 and September 30, 2025 consists of interest income earned on interest-bearing monetary assets, and the impact of changes in foreign currency exchange rates. (d) We calculate the income tax effect of the adjustments using a non-GAAP effective tax rate to provide consistency across reporting periods. For the non-GAAP reconciliation, effective tax rates for the three and nine months ended September 30, 2026 and 2025 were calculated using assumed blended tax rates of 31%, respectively. These rates represent a blend of the statutory federal tax and state taxes rates associated with the most recent Annual Report on Form 10-K. We will periodically reevaluate this tax rate, as necessary, for significant events such as relevant tax law changes. Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 (In Thousands) (In Thousands) Net cash provided by operating activities $ 55,970 $ 51,181 $ 136,383 $ 138,457 Purchase of property, plant and equipment (10,297 ) (12,139 ) (31,353 ) (27,952 ) Free cash flow $ 45,673 $ 39,042 $ 105,030 $ 110,505 Free cash flow conversion 61 % 59 % 54 % 66 % 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; they do not reflect our 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 they do not reflect any cash requirements for such replacements. In addition, other companies in our industry may calculate these Non-GAAP Financial Measures differently than we do, 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. Total stock-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2026 2025 2026 2025 Product development $ 9,679 $ 10,739 $ 29,198 $ 30,394 Sales, marketing and customer support 7,692 7,932 22,404 24,387 General and administrative 7,717 8,708 23,260 23,947 Total stock-based compensation $ 25,088 $ 27,379 $ 74,862 $ 78,728 Forward-Looking Statements This press release contains forward-looking statements. Statements contained in this communication other than statements of historical fact are forward-looking statements, including statements regarding the Merger and the other transactions contemplated by the Merger Agreement. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “likely” or “continue,” the negative of these terms and other comparable terminology. Any statements in this press release regarding the proposed Merger, and any other statements that are not historical facts are forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. Important factors, risks and uncertainties that could cause actual results to differ materially from forward-looking statements include but are not limited to: (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of our common stock; (ii) the timing to consummate the Merger, or the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; (iii) the failure to satisfy the conditions to the consummation of the Merger, and the other transactions contemplated thereby; (iv) the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; (v) the effect of the pendency of the Merger on the Company’s business relationships, operating results and business generally; (vi) certain restrictions during the pendency of the Merger that may impact our ability to pursue certain business opportunities or strategic transactions; (vii) risks that the Merger disrupts current plans and operations; (viii) risks related to diverting management’s attention from our ongoing business operations; (ix) the outcome of any legal proceedings that may be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (x) our ability to retain, hire and integrate skilled personnel, and maintain relationships with key business partners and customers, and others with whom we do business, in light of the proposed Merger; (xi) unexpected costs, charges or expenses resulting from the Merger; (xii) risks that the benefits of the Merger are not realized when and as expected; and (xiii) those risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and our Quarterly Reports on Form 10-Q for the quarter ended September 30, 2026. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can management assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement the Company makes. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. About DoubleVerify DoubleVerify (NYSE: DV) is the industry’s leading media effectiveness platform 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. Learn more at www.doubleverify.com. Investor Relations Brinlea Johnson The Blueshirt Group IR@doubleverify.com Media Contact Chris Harihar Crenshaw Communications 646-535-9475 chris@crenshawcomm.com Source: DoubleVerify Inc.