Form 8-K

8-K — DoubleVerify Holdings, Inc.

Accession: 0001104659-26-092119

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001819928

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2621904d3_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2621904d3_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2621904d3_8k.htm · Sequence: 1

false

0001819928

2026-08-06

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40349

82-2714562

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

462 Broadway

New York, New York

10013

(Address of principal executive offices)

(Zip Code)

(212) 631-2111

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the

Act:

Title

of Class

Trading

Symbol

Name

of Each Exchange on Which Registered

Common stock, par value $0.001 per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 2.02. Results of Operations and Financial Condition.

On August 6, 2026, DoubleVerify Holdings,

Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2026.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02

and in Exhibit 99.1 attached to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed

incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless

of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

99.1

Press Release dated August 6, 2026.

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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 hereunto duly

authorized.

DOUBLEVERIFY HOLDINGS, INC.

By:

/s/ Nicola Allais

Name:

Nicola Allais

Title:

Chief Financial Officer

Date: August 6, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2621904d3_ex99-1.htm · Sequence: 2

Exhibit 99.1

DoubleVerify Reports Second Quarter 2026 Financial

Results

NEW YORK –

August 6, 2026 – DoubleVerify (“DV”) (NYSE: DV) today announced financial results for the second quarter

ended June 30, 2026.

Recent Business Announcement:

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 parent company of Nielsen Holdings ("Nielsen"), whereby Nielsen will acquire DV. Additional

details regarding the transaction are included in a Current Report on Form 8-K filed today with the Securities and Exchange

Commission.

Conference Call, Webcast, and Other Information

In light of the pending transaction, DV is suspending

future earnings and investors calls for the duration of the transaction’s pendency, including the conference call previously scheduled

for 4:30 p.m. Eastern time today, August 6, 2026. Additionally, DV is withdrawing all previously issued financial outlook and

guidance for the duration of the transaction's pendency. Future updates regarding the transaction and DV’s strategic progress will

be provided through official press releases and regulatory filings as appropriate.

Second Quarter 2026 Financial Highlights:

(All comparisons

are to the second quarter of 2025)

· Total

revenue of $193.8 million, an increase of 3%.

o Activation

revenue of $107.7 million, a decrease of 1%.

o Measurement

revenue of $66.8 million, an increase of 6%.

o Supply-side

revenue of $19.3 million, an increase of 13%

· Net

income of $12.9 million and adjusted EBITDA of $65.3 million, which represented a

34% adjusted EBITDA margin.

· Cash

balance of $210 million, with no debt outstanding.

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.

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

As of

(in thousands, except per share data)

June 30, 2026

December 31,

2025

Assets:

Current assets

Cash and cash equivalents

$ 210,174

$ 259,038

Trade receivables,

net of allowances for doubtful accounts of $9,133 and $8,096 as of June 30, 2026 and December 31, 2025, respectively

214,926

221,158

Prepaid expenses

and other current assets

46,325

39,132

Total current assets

471,425

519,328

Property, plant and equipment, net

129,053

103,284

Operating lease right-of-use assets, net

63,129

66,908

Goodwill

511,585

516,002

Intangible assets, net

87,872

101,616

Deferred tax assets

30,971

30,920

Other non-current assets

16,060

16,024

Total assets

$ 1,310,095

$ 1,354,082

Liabilities and Stockholders' Equity:

Current liabilities

Trade payables

$ 12,992

$ 14,662

Accrued expenses

52,426

73,552

Operating lease liabilities, current

7,932

9,057

Income tax liabilities

1,952

3,829

Current portion of finance lease obligations

12,850

6,982

Other current

liabilities

16,664

13,481

Total current liabilities

104,816

121,563

Operating lease liabilities, non-current

74,652

77,917

Finance lease obligations

16,396

5,595

Deferred tax liabilities

13,066

11,467

Other non-current liabilities

6,715

6,208

Total liabilities

215,645

222,750

Commitments and contingencies (Note 15)

Stockholders’ equity

Common stock, $0.001 par value,

1,000,000 shares authorized, 177,110 shares issued and 154,935 outstanding as of June 30, 2026; 1,000,000 shares authorized,

176,546 shares issued and 161,900 outstanding as of December 31, 2025

177

Additional paid-in capital

1,073,680

1,059,938

Treasury stock, at cost, 22,175

shares and 14,646 shares as of June 30, 2026 and December 31, 2025, respectively

(313,245 )

(247,982 )

Retained earnings

325,192

305,864

Accumulated other comprehensive income,

net of income taxes

8,646

13,335

Total stockholders’ equity

1,094,450

1,131,332

Total liabilities and stockholders' equity

$ 1,310,095

$ 1,354,082

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

Three Months

Ended June 30,

Six Months

Ended June 30,

(in thousands, except per share data)

2026

2025

2026

2025

Revenue

$ 193,789

$ 189,021

$ 374,614

$ 354,082

Cost of revenue

(exclusive of depreciation and amortization shown separately below)

32,484

33,126

65,643

64,092

Product development

46,393

47,203

91,774

91,920

Sales, marketing and customer support

48,260

50,871

93,855

94,572

General and administrative

26,967

29,576

52,682

56,103

Depreciation and amortization

16,660

14,697

31,999

27,084

Income from operations

23,025

13,548

38,661

20,311

Interest expense

475

443

888

863

Other expense (income), net

644

(2,105 )

1,637

(5,284 )

Income before income taxes

21,906

15,210

36,136

24,732

Income tax expense

8,988

6,452

16,808

13,613

Net income

$ 12,918

$ 8,758

$ 19,328

$ 11,119

Earnings per share:

Basic

$ 0.08

$ 0.05

$ 0.12

$ 0.07

Diluted

$ 0.08

$ 0.05

$ 0.12

$ 0.07

Weighted-average common stock outstanding:

Basic

153,959

162,740

157,346

163,922

Diluted

157,891

166,697

160,981

167,813

Comprehensive income:

Net income

$ 12,918

$ 8,758

$ 19,328

$ 11,119

Other comprehensive income (loss):

Foreign currency

cumulative translation adjustment

242

19,383

(4,689 )

26,876

Total comprehensive income

$ 13,160

$ 28,141

$ 14,639

$ 37,995

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

Accumulated Other

Comprehensive

Additional

Income (Loss)

Total

Common Stock

Treasury Stock

Paid-in

Retained

Net of

Stockholders’

(in thousands)

Amount

Capital

Earnings

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 )

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

—

Common stock issued upon vesting of restricted stock units

—

Common stock issued upon vesting of performance stock units

—

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

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

—

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

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

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

—

222

—

222

Common stock issued upon vesting of restricted stock units

641

—

(1 )

—

Common stock issued upon vesting of performance stock units

—

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

Shares repurchased for settlement of employee tax withholdings

—

(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

—

148

—

148

Common stock issued upon vesting of restricted stock units

954

—

(1 )

—

Common stock issued upon vesting of performance stock units

—

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

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended

June 30,

(in thousands)

2026

2025

Operating activities:

Net income

$ 19,328

$ 11,119

Adjustments to reconcile net income to net cash provided by

operating activities

Bad debt expense

2,409

1,499

Depreciation and amortization expense

31,999

27,084

Amortization of debt issuance costs

217

Non-cash lease expense

4,199

3,905

Deferred taxes

1,586

298

Stock-based compensation expense

49,774

51,349

Interest expense, net

348

255

Loss on disposal of fixed assets

—

Other

804

(419 )

Changes in operating assets and liabilities, net of effects

of business combinations

Trade receivables

3,016

40,951

Prepaid expenses and other assets

(7,149 )

(32,762 )

Trade payables

(1,638 )

638

Accrued expenses

and other liabilities

(24,480 )

(16,947 )

Net cash provided

by operating activities

80,413

87,276

Investing activities:

Purchase of property, plant and equipment

(21,056 )

(15,813 )

Acquisition of businesses, net of cash acquired

—

(82,578 )

Proceeds from maturity of short-term investments

—

12,684

Other investing activities

—

(1,000 )

Net cash used in

investing activities

(21,056 )

(86,707 )

Financing activities:

Proceeds from common stock issued upon exercise of stock options

1,266

370

Proceeds from common stock issued under employee purchase

plan

1,031

1,577

Finance lease payments

(3,179 )

(1,379 )

Shares repurchased under authorized repurchase programs

(100,195 )

(82,240 )

Payment of excise tax on shares repurchased

(884 )

(668 )

Shares repurchased for settlement of

employee tax withholdings

(5,462 )

(3,704 )

Net cash used in

financing activities

(107,423 )

(86,044 )

Effect of exchange rate changes on cash and cash equivalents

and restricted cash

(821 )

4,547

Net decrease in cash, cash equivalents,

and restricted cash

(48,887 )

(80,928 )

Cash, cash equivalents, and restricted

cash - Beginning of period

260,034

293,741

Cash, cash equivalents, and restricted

cash - End of period

$ 211,147

$ 212,813

Cash and cash equivalents

$ 210,174

$ 211,784

Restricted cash

- current (included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets)

—

Restricted

cash - non-current (included in Other non-current assets on the Condensed Consolidated Balance Sheets)

973

992

Total cash and cash equivalents and restricted

cash

$ 211,147

$ 212,813

Supplemental cash flow information:

Cash paid for interest

$ 573

$ 500

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

$ 245

$ 2,168

Acquisition of equipment under finance lease

$ 19,847

$ 13,805

Capital assets financed by accounts payable and accrued expenses

$ 66

$ 249

Stock-based compensation included in capitalized software

development costs

$ 2,785

$ 1,783

Accrued excise tax on net share repurchases

$ 715

$ 575

Comparison of the Three and Six Months Ended June 30, 2026

and June 30, 2025

Revenue

Three

Months Ended June 30,

Change

Six Months

Ended June 30,

Change

2026

2025

2026

2025

(In Thousands)

Revenue by customer type:

Activation

$ 107,683

$ 108,950

$ (1,267 )

(1 )%

$ 208,230

$ 204,121

$ 4,109

2 %

Measurement

66,760

62,895

3,865

128,563

116,326

12,237

Supply-side

19,346

17,176

2,170

37,821

33,635

4,186

Total revenue

$ 193,789

$ 189,021

$ 4,768

3 %

$ 374,614

$ 354,082

$ 20,532

6 %

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 DV’s non-GAAP financial metrics reconciled to the comparable GAAP financial metrics included in this release.

Three Months

Ended June 30,

Six Months

Ended June 30,

2026

2025

2026

2025

(In Thousands)

Net income

$ 12,918

$ 8,758

$ 19,328

$ 11,119

Net income margin

7 %

5 %

3 %

Depreciation and amortization

16,660

14,697

31,999

27,084

Stock-based compensation

25,525

27,007

49,774

51,349

Interest expense

475

443

888

863

Income tax expense

8,988

6,452

16,808

13,613

M&A and restructuring costs (a)

—

504

—

1,666

Other costs (b)

117

1,518

Other expense (income) (c)

644

(2,105 )

1,637

(5,284 )

Adjusted EBITDA

$ 65,327

$ 57,274

$ 120,529

$ 101,928

Adjusted EBITDA margin

34 %

30 %

32 %

29 %

Three Months

Ended June 30,

Six Months

Ended June 30,

2026

2025

2026

2025

(In Thousands)

Net Income

$ 12,918

$ 8,758

$ 19,328

$ 11,119

Stock-based compensation

25,525

27,007

49,774

51,349

Amortization of acquired intangibles

6,536

8,068

13,091

15,307

M&A and restructuring costs (a)

—

504

—

1,666

Other costs (b)

117

1,518

Income tax effect of non-GAAP adjustments

(d)

(9,975 )

(11,500 )

(19,518 )

(21,650 )

Non-GAAP net income

$ 35,121

$ 34,355

$ 62,770

$ 59,309

GAAP earnings per share:

Basic

$ 0.08

$ 0.05

$ 0.12

$ 0.07

Diluted

$ 0.08

$ 0.05

$ 0.12

$ 0.07

GAAP Weighted-average common stock outstanding:

Basic

153,959

162,740

157,346

163,922

Diluted

157,891

166,697

160,981

167,813

Non-GAAP earnings per share:

Basic

$ 0.23

$ 0.21

$ 0.40

$ 0.36

Diluted

$ 0.22

$ 0.21

$ 0.39

$ 0.35

Non-GAAP Weighted-average common stock outstanding:

Basic

153,959

162,740

157,346

163,922

Diluted

157,891

166,697

160,981

167,813

(a) M&A and

restructuring costs for the three and six months ended June 30, 2025 consist of transaction

costs related to the acquisition of Rockerbox.

(b) Other costs for the three and

six months ended June 30, 2026 consist of expenses with respect to litigation and regulatory

matters outside of the ordinary course. Other costs for the three and six months ended June 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.

and June 30, 2025 consist 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 six months ended June 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 June 30,

Six Months

Ended June 30,

2026

2025

2026

2025

(In Thousands)

Net cash provided by operating activities

$ 76,242

$ 49,613

$ 80,413

$ 87,276

Purchase of property, plant and equipment

(10,513 )

(9,527 )

(21,056 )

(15,813 )

Free cash flow

$ 65,729

$ 40,086

$ 59,357

$ 71,463

Free cash flow conversion

101 %

70 %

49 %

70 %

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

Six Months Ended

June 30,

(in thousands)

2026

2025

2026

2025

Product development

$ 10,109

$ 10,389

$ 19,519

$ 19,655

Sales, marketing and customer support

7,588

8,826

14,712

16,455

General and administrative

7,828

7,792

15,543

15,239

Total stock-based compensation

$ 25,525

$ 27,007

$ 49,774

$ 51,349

Forward-Looking Statements

This press release includes “forward-looking

statements”. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,”

“plan,” “seek,” “will,” “expect,” “intend,” “estimate,” “anticipate,”

“believe” or “continue” or the negative thereof or variations thereon or similar terminology. Any statements

in this press release regarding the proposed transaction with Parent, future revenues, earnings, margins, financial performance or results

of operations, 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. These risks, uncertainties, assumptions and

other factors include, but are not limited to, the risk that disruptions from the proposed transaction with Parent (including the ability

of certain counterparties to terminate or amend contracts upon a change of control) will harm DV’s business, including current

plans and operations, including during the pendency of the transaction, the risk that the Merger may not be completed in a timely manner

or at all, which may adversely affect DV’s business and the price of its common stock, the competitiveness of our solutions amid

technological developments or evolving industry standards, the competitiveness of our market, system failures, security breaches, cyberattacks

or natural disasters, economic downturns and unstable market conditions, our ability to collect payments, data privacy legislation and

regulation, public criticism of digital advertising technology, our international operations, our use of “open source” software,

our limited operating history and the potential for our revenues and results of operations to fluctuate in the future. Moreover, we operate

in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us to predict

all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors,

may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make.

Further information on these and additional risks,

uncertainties, and other factors that could cause actual outcomes and results to differ materially from those included in or contemplated

by the forward-looking statements contained in this press release are included under the caption “Risk Factors” in DV’s

Annual Report on Form 10-K filed with the SEC on February 26, 2026, its Quarterly Report on Form 10-Q for the quarterly

period ended June 30, 2026 once filed with the SEC and other filings and reports we make with the SEC from time to time.

We have based our forward-looking statements

on our management’s beliefs and assumptions based on information available to our management at the time the statements are made.

Any forward-looking information presented herein is made only as of the date of this press release, and, except as required by law, we

do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence

of unanticipated 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

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