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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40349

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

82-2714562

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

462 Broadway

New York, NY, 10013

(Address of Principal Executive Offices)

(212) 631-2111

(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
Common Stock, par value $0.001 per share	DV	New York Stock Exchange

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.




Large accelerated filer	☒	Accelerated filer	☐

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 ☐ No ☒

As of October 31, 2025, there were 161,107,214 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

Table of Contents

DoubleVerify Holdings, Inc.

Quarterly Report on Form 10-Q

For the Quarter Ended September 30, 2025

TABLE OF CONTENTS

0
`
Part I FINANCIAL INFORMATION (Unaudited)

		Page

Item 1.	Condensed Consolidated Financial Statements	4

	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	4

	Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024	5

	Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024	6

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	8

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34

Item 4.	Controls and Procedures	34

Part II OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3.	Defaults Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

Signatures		38

Table of Contents

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.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	As of		As of
(in thousands, except per share data)	September 30, 2025		December 31, 2024
Assets:
Current assets
Cash and cash equivalents	$	200,729	$	292,820
Short-term investments		—		17,805
Trade receivables, net of allowances for doubtful accounts of $7,876 and $9,003 as of September 30, 2025 and December 31, 2024, respectively		217,586		226,225
Prepaid expenses and other current assets		58,568		22,201
Total current assets		476,883		559,051
Property, plant and equipment, net		98,358		70,195
Operating lease right-of-use assets, net		68,508		67,721
Goodwill		516,960		427,621
Intangible assets, net		108,195		110,356
Deferred tax assets		14,233		35,488
Other non-current assets		12,759		5,778
Total assets	$	1,295,896	$	1,276,210
Liabilities and Stockholders' Equity:
Current liabilities
Trade payables	$	13,343	$	11,598
Accrued expenses		70,400		54,532
Operating lease liabilities, current		9,821		11,048
Income tax liabilities		549		15,592
Current portion of finance lease obligations		7,410		2,512
Other current liabilities		18,351		8,200
Total current liabilities		119,874		103,482
Operating lease liabilities, non-current		79,108		77,297
Finance lease obligations		6,775		812
Deferred tax liabilities		8,322		8,509
Other non-current liabilities		5,567		2,651
Total liabilities		219,646		192,751
Commitments and contingencies (Note 15)
Stockholders’ equity
Common stock, $0.001 par value, 1,000,000 shares authorized, 176,300 shares issued and 161,094 outstanding as of September 30, 2025; 1,000,000 shares authorized, 174,003 shares issued and 167,069 outstanding as of December 31, 2024		176		174
Additional paid-in capital		1,046,527		974,383
Treasury stock, at cost, 15,206 shares and 6,934 shares as of September 30, 2025 and December 31, 2024, respectively		(260,011)		(131,620)
Retained earnings		276,535		255,214
Accumulated other comprehensive income (loss), net of income taxes		13,023		(14,692)
Total stockholders’ equity		1,076,250		1,083,459
Total liabilities and stockholders' equity	$	1,295,896	$	1,276,210

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

Table of Contents

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	$	188,621	$	169,556	$	542,703	$	466,228
Cost of revenue (exclusive of depreciation and amortization shown separately below)		33,465		29,479		97,557		82,199
Product development		44,842		39,306		136,762		115,506
Sales, marketing and customer support		47,022		40,525		141,594		123,260
General and administrative		26,997		23,039		83,100		68,180
Depreciation and amortization		15,191		11,483		42,275		33,415
Income from operations		21,104		25,724		41,415		43,668
Interest expense		467		353		1,330		818
Other expense (income), net		99		(4,225)		(5,185)		(8,561)
Income before income taxes		20,538		29,596		45,270		51,411
Income tax expense		10,336		11,395		23,949		18,580
Net income	$	10,202	$	18,201	$	21,321	$	32,831
Earnings per share:
Basic	$	0.06	$	0.11	$	0.13	$	0.19
Diluted	$	0.06	$	0.10	$	0.13	$	0.19
Weighted-average common stock outstanding:
Basic		162,031		170,254		163,285		171,060
Diluted		166,497		173,911		167,368		175,868
Comprehensive income:
Net income	$	10,202	$	18,201	$	21,321	$	32,831
Other comprehensive income:
Foreign currency cumulative translation adjustment		839		9,079		27,715		2,640
Total comprehensive income	$	11,041	$	27,280	$	49,036	$	35,471

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

Table of Contents

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 the Repurchase Program and New Repurchase Program	—		—	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 the New Repurchase Program	—		—	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

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

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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	171,168	$	171	22	$	(743)	$	878,331	$	198,983	$	(2,803)	$	1,073,939
Foreign currency translation adjustment	—		—	—		—		—		—		(4,625)		(4,625)
Shares repurchased for settlement of employee tax withholdings	—		—	48		(1,792)		—		—		—		(1,792)
Stock-based compensation expense	—		—	—		—		20,718		—		—		20,718
Common stock issued upon exercise of stock options	153		—	—		—		1,695		—		—		1,695
Common stock issued upon vesting of restricted stock units	435		1	—		—		(1)		—		—		—
Treasury stock reissued upon settlement of equity awards	—		—	(38)		1,389		(1,389)		—		—		—
Net income	—		—	—		—		—		7,156		—		7,156
Balance as of March 31, 2024	171,756		172	32		(1,146)		899,354		206,139		(7,428)		1,097,091
Foreign currency translation adjustment	—		—	—		—		—		—		(1,814)		(1,814)
Shares repurchased for settlement of employee tax withholdings	—		—	30		(660)		—		—		—		(660)
Stock-based compensation expense	—		—	—		—		25,315		—		—		25,315
Common stock issued under employee purchase plan	124		—	—		—		1,914		—		—		1,914
Common stock issued upon exercise of stock options	126		—	—		—		870		—		—		870
Common stock issued upon vesting of restricted stock units	628		1	—		—		(1)		—		—		—
Shares repurchased under the Repurchase Program	—		—	1,369		(25,027)		—		—		—		(25,027)
Treasury stock reissued upon settlement of equity awards	—		—	(41)		1,390		(1,390)		—		—		—
Net income	—		—	—		—		—		7,474		—		7,474
Balance as of June 30, 2024	172,634		173	1,390		(25,443)		926,062		213,613		(9,242)		1,105,163
Foreign currency translation adjustment	—		—	—		—		—		—		9,079		9,079
Shares repurchased for settlement of employee tax withholdings	—		—	34		(636)		—		—		—		(636)
Stock-based compensation expense	—		—	—		—		23,474		—		—		23,474
Common stock issued upon exercise of stock options	53		—	—		—		324		—		—		324
Common stock issued upon vesting of restricted stock units	601		—	—		—		—		—		—		—
Shares repurchased under the Repurchase Program	—		—	1,254		(25,025)		—		—		—		(25,025)
Treasury stock reissued upon settlement of equity awards	—		—	(21)		404		(404)		—		—		—
Net income	—		—	—		—		—		18,201		—		18,201
Balance as of September 30, 2024	173,288	$	173	2,657	$	(50,700)	$	949,456	$	231,814	$	(163)	$	1,130,580

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

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DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended
	September 30,
(in thousands)	2025		2024
Operating activities:
Net income	$	21,321	$	32,831
Adjustments to reconcile net income to net cash provided by operating activities
Bad debt expense		1,897		3,546
Depreciation and amortization expense		42,275		33,415
Amortization of debt issuance costs		326		334
Non-cash lease expense		5,903		5,329
Deferred taxes		17,055		(17,253)
Stock-based compensation expense		78,728		67,906
Interest expense (income), net		321		(854)
Loss on disposal of fixed assets		101		—
Other		771		1,360
Changes in operating assets and liabilities, net of effects of business combinations
Trade receivables		11,596		10,333
Prepaid expenses and other assets		(36,824)		(12,592)
Trade payables		1,057		617
Accrued expenses and other liabilities		(6,070)		(2,692)
Net cash provided by operating activities		138,457		122,280
Investing activities:
Purchase of property, plant and equipment		(27,952)		(19,792)
Acquisition of businesses, net of cash acquired		(82,578)		—
Purchase of short-term investments		—		(81,937)
Proceeds from maturity of short-term investments		17,753		32,210
Other investing activities		(1,000)		—
Net cash used in investing activities		(93,777)		(69,519)
Financing activities:
Proceeds from common stock issued upon exercise of stock options		630		2,889
Proceeds from common stock issued under employee purchase plan		1,577		1,914
Finance lease payments		(2,944)		(1,940)
Shares repurchased under the Repurchase Program and New Repurchase Program		(132,305)		(50,052)
Payment of excise tax on shares repurchased		(668)		—
Shares repurchased for settlement of employee tax withholdings		(7,095)		(3,088)
Net cash used in financing activities		(140,805)		(50,277)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		4,109		150
Net (decrease) increase in cash, cash equivalents, and restricted cash		(92,016)		2,634
Cash, cash equivalents, and restricted cash - Beginning of period		293,741		310,257
Cash, cash equivalents, and restricted cash - End of period	$	201,725	$	312,891

Cash and cash equivalents	$	200,729	$	311,910
Restricted cash - current (included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets)		—		128
Restricted cash - non-current (included in Other non-current assets on the Condensed Consolidated Balance Sheets)		996		853
Total cash and cash equivalents and restricted cash	$	201,725	$	312,891
Supplemental cash flow information:
Cash paid for taxes	$	57,717	$	36,141
Cash paid for interest	$	878	$	430
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	$	5,139	$	14,553
Acquisition of equipment under finance lease	$	13,805	$	—
Capital assets financed by accounts payable and accrued expenses	$	35	$	82
Stock-based compensation included in capitalized software development costs	$	3,190	$	1,585
Accrued excise tax on net share repurchases	$	971	$	—

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

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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 one reportable segment.

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.

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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.

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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	$	106,693	$	96,791	$	310,814	$	263,584
Measurement		63,829		58,468		180,155		162,560
Supply-side		18,099		14,297		51,734		40,084
Total revenue	$	188,621	$	169,556	$	542,703	$	466,228

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 $62.7 million and $62.7 million as of September 30, 2025 and December 31, 2024, respectively.

Remaining Performance Obligations

As of September 30, 2025, the Company had $34.7 million of remaining performance obligations which are expected to be recognized over the next one to three years. These non-cancelable arrangements have original expected durations longer than one year and for which the consideration is not variable. These obligations relate primarily to the Company’s Supply-side revenue which represented $51.7 million, or 9.5% of the Company’s total revenue for the nine months ended September 30, 2025. The vast majority of the Company’s revenue is derived primarily from our advertising customers and partners based on the volume of media transactions, or ads, that our software platform measures, and not from supply-side arrangements. In determining the remaining performance obligations, the Company applied the allowable practical expedient and did not disclose information about (1) contracts remaining performance obligations that have original expected durations of one year or less and (2) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

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 $82.3 million, net of cash acquired, includes measurement period adjustments of $0.2 million recorded during the three months ended June 30, 2025.

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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	$	2,131
Trade receivables		1,601
Prepaid expenses		195
Other assets		1
Escrow assets		6,000
Deferred tax assets (liabilities)		(3,123)
Intangible assets:
Technology		11,000
Customer relationships		6,700
Total intangible assets		17,700
Goodwill		72,098
Total assets acquired	$	96,603
Liabilities:
Trade payables	$	504
Deferred revenue		4,573
Other liabilities		1,049
Escrow liabilities		6,000
Total liabilities assumed		12,126
Total purchase consideration	$	84,477
Cash acquired		(2,131)
Purchase consideration, net of cash acquired	$	82,346

The acquired intangible assets of Rockerbox will be amortized over their estimated useful lives. Accordingly, customer relationships will be amortized over ten years and developed technology will be amortized over four years. The weighted-average useful life of the acquired intangible assets is 6.3 years. The Company recognized a deferred tax liability of $3.1 million in relation to the intangible assets acquired. The deferred tax liability recognized in relation to the acquisition of Rockerbox was recorded in Deferred tax assets within the Condensed Consolidated Balance Sheets due to jurisdictional netting requirements.

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 $1.4 million included in General and administrative expenses in the Condensed Consolidated Statement of Operations and Comprehensive Income for the nine months ended September 30, 2025.

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.

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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	$	427,621
Business combinations (Rockerbox)		72,098
Foreign exchange impact		17,241
Goodwill at September 30, 2025	$	516,960

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	$	11,737	$	(6,531)	$	5,206	$	11,732	$	(5,966)	$	5,766
Customer relationships		169,293		(88,572)		80,721		159,919		(76,961)		82,958
Developed technology		105,695		(83,427)		22,268		91,556		(69,924)		21,632
Total intangible assets	$	286,725	$	(178,530)	$	108,195	$	263,207	$	(152,851)	$	110,356

Amortization expense related to intangible assets for the three months ended September 30, 2025 and September 30, 2024 was $7.9 million and $7.2 million, respectively. Amortization expense related to intangible assets for the nine months ended September 30, 2025 and September 30, 2024 was $23.3 million and $21.6 million, respectively.

Estimated future expected amortization expense of intangible assets as of September 30, 2025 is as follows:


(in thousands)
2025 (for remaining three months)	$	6,560
2026		25,980
2027		21,914
2028		18,520
2029		13,966
2030		7,248
Thereafter		14,007
Total	$	108,195

The weighted-average remaining useful life by major asset classes as of September 30, 2025 is as follows:


		(In years)
Trademarks and brands		7
Customer relationships		5
Developed technology		2

There were no impairments of Goodwill or Intangible assets identified during the nine months ended September 30, 2025 or September 30, 2024.

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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	$	43,596	$	27,552
Office furniture and equipment		6,287		4,943
Leasehold improvements		39,326		36,757
Capitalized software development costs		83,537		55,131
Less accumulated depreciation and amortization		(74,388)		(54,188)
Total property, plant and equipment, net	$	98,358	$	70,195

For the three months ended September 30, 2025 and September 30, 2024, total depreciation expense was $7.3 million and $4.3 million, respectively. For the nine months ended September 30, 2025 and September 30, 2024, total depreciation expense was $19.0 million and $11.8 million, respectively.

Property and equipment under finance lease obligations, consisting of computer equipment, totaled $31.6 million and $17.8 million as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, accumulated depreciation related to property and equipment under finance lease obligations totaled $19.3 million and $15.0 million, respectively. Refer to Note 7 for further information.

There were no impairments of Property, plant and equipment identified during the nine months ended September 30, 2025 or September 30, 2024.

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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)	$	3,075	$	2,921	$	9,028	$	8,248
Finance lease cost:
Depreciation of finance lease assets (2)		1,639		493		4,248		1,605
Interest on finance lease liabilities (3)		195		49		585		170
Short-term lease cost (1)		290		294		938		938
Total lease cost	$	5,199	$	3,757	$	14,799	$	10,961

Other information:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases	$	2,987	$	2,870	$	9,343	$	7,908
Operating cash outflows from finance leases	$	219	$	37	$	430	$	192
Financing cash outflows from finance leases	$	1,565	$	378	$	2,944	$	1,940

(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)	10.8	11.9
Weighted-average remaining lease term - finance leases (in years)	2.2	1.6
Weighted-average discount rate - operating leases	4.9%	4.8%
Weighted-average discount rate - finance leases	6.0%	5.5%

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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)	$	3,501	$	3,572
2026		12,399		5,856
2027		10,992		5,037
2028		10,885		740
2029		10,703		—
2030		7,189		—
Thereafter		59,976		—
Total lease payments		115,645		15,205
Less amount representing interest		(26,716)		(1,020)
Present value of total lease payments	$	88,929	$	14,185

There were no impairments of Operating lease right-of-use assets identified during the nine months ended September 30, 2025 or September 30, 2024.

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

9,243

—

9,243


	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	$	67,645	$	—	$	—	$	67,645
Short-term investments	$	17,805	$	—	$	—	$	17,805

As of September 30, 2025, Cash equivalents consisted of money market funds of $9.2 million. As of December 31, 2024, Cash equivalents consisted of treasury bills with original maturities at the date of purchase of three months or less and money market funds of $67.6 million.

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 $17.8 million. As of December 31, 2024, all of the Company’s Short-term investments were contractually due within one year.

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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 $200.0 million (with a letter of credit facility of up to a $20.0 million sublimit), which matures on August 12, 2029 (the “Revolving Termination Date”). Subject to certain terms and conditions, the Borrower is entitled to request incremental facilities (including term, revolving and/or letter of credit facilities).

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 2.00% to 2.75% per annum (depending on the total net leverage ratio of Holdings and its subsidiaries (the “Credit Group”)). In the case of ABR loans, a rate per annum equal to ABR (as defined in the Credit Agreement) plus an applicable margin ranging from 1.00% to 1.75% per annum (depending on the total net leverage ratio of the Credit Group). The Term SOFR rate is subject to a “floor” of 0.00% per annum. The New Revolving Credit Facility is payable in monthly or quarterly installments for interest, with the principal balance due in full at the Revolving Termination Date, subject to customary events of default as defined by the Credit Agreement. The New Revolving Credit Facility bears a commitment fee ranging from 0.25% to 0.35% per annum (depending on the total net leverage ratio of the Credit Group), payable quarterly in arrears commencing on April 15, 2025 and on the fifteenth day following the last day of each calendar quarter occurring thereafter prior to the Revolving Termination Date, and on the Revolving Termination Date, based on the utilization of the New Revolving Credit Facility, and customary letter of credit fees.

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 4.50x as at the last day of each fiscal quarter. The Borrower was in compliance with all covenants under the New Revolving Credit Facility as of September 30, 2025.

As of September 30, 2025 and December 31, 2024, there was no outstanding debt under the New Revolving Credit Facility.

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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 $10.3 million and $23.9 million, respectively, resulting in a respective ETR of 50.3% and 52.9%, that include the effects of various permanent book-to-tax adjustments, foreign tax rate differences, U.S. tax on foreign operations, and U.S. state and local taxes. During the three and nine months ended September 30, 2024, the Company recorded an income tax provision of $11.4 million and $18.6 million, respectively, resulting in a respective ETR of 38.5% and 36.1%.

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)	$	10,202	$	18,201	$	21,321	$	32,831
Denominator:
Weighted-average common shares outstanding		162,031		170,254		163,285		171,060
Dilutive effect of share-based awards		4,466		3,657		4,083		4,808
Weighted-average dilutive shares outstanding		166,497		173,911		167,368		175,868
Basic earnings per share	$	0.06	$	0.11	$	0.13	$	0.19
Diluted earnings per share	$	0.06	$	0.10	$	0.13	$	0.19

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except per share data, unless otherwise stated)

Approximately 9.4 million and 9.0 million weighted average shares issuable under stock-based awards were not included in the diluted EPS calculation in the three and nine months ended September 30, 2025, respectively, because they were antidilutive. Approximately 10.7 million and 4.3 million weighted average shares issuable under stock-based awards were not included in the diluted EPS calculation in the three and nine months ended September 30, 2024, respectively, because they were also antidilutive.

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 four years from the date of the grant and subject to certain timing restrictions upon an employee’s separation of service and no later than 10 years after the grant date.

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	9,371	$	17.49	5.93	$	57,646
Options granted	—		—
Options exercised	(186)		3.35
Options forfeited	(281)		31.50
Outstanding as of September 30, 2025	8,904	$	17.35	5.23	$	24,179
Options expected to vest as of September 30, 2025	748	$	25.74	7.20	$	—
Options exercisable as of September 30, 2025	8,145	$	16.56	5.05	$	24,179

Stock options include grants to executives that contain both market-based and performance-based vesting conditions. There were no stock options granted that contain both market-based and performance-based vesting conditions during the nine months ended September 30, 2025. During the nine months ended September 30, 2025, 86 stock options were exercised and 1,190 market-based and performance-based stock options remain outstanding as of September 30, 2025.

The total intrinsic value of options exercised during the nine months ended September 30, 2025 and September 30, 2024 was $2.3 million and $9.3 million, respectively.

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.

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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 four years from the date of the grant and subject to certain restrictions upon employee separation.

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	5,485	$	28.71
Granted	7,746		14.24
Vested	(2,536)		23.89
Forfeited	(637)		22.41
Outstanding as of September 30, 2025	10,058	$	19.18

The total grant date fair value of RSUs that vested during the nine months ended September 30, 2025 was $60.6 million.

Performance Stock Units (“PSUs”)

PSUs are subject to vesting and performance periods of up to approximately three years from the date of the grant.

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	392	$	43.00
Granted	1,272		16.74
Vested	(99)		36.14
Forfeited	(13)		28.86
Outstanding as of September 30, 2025	1,552	$	22.03

⁽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 $3.6 million.

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)		3.9
Expected dividend yield (percentage)		—
Expected volatility (percentage)		58.1

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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	$	10,739	$	8,899	$	30,394	$	26,006
Sales, marketing and customer support		7,932		7,152		24,387		20,591
General and administrative		8,708		6,899		23,947		21,309
Total stock-based compensation	$	27,379	$	22,950	$	78,728	$	67,906

As of September 30, 2025, unrecognized stock-based compensation expense was $192.5 million, which is expected to be recognized over a weighted-average period of 1.5 years.

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 85% of the lesser of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of the applicable offering period. Employees are required to hold shares purchased for a minimum of six months following the purchase date.

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 $0.2 million and $0.6 million for the three and nine months ended September 30, 2025, respectively. Stock-based compensation expense related to the ESPP totaled $0.3 million and $0.8 million for the three and nine months ended September 30, 2024, respectively.

13. Stockholders’ Equity

Repurchase Program

On May 16, 2024, the Company announced that the Board authorized the repurchase of up to $150.0 million of the Company’s outstanding common stock (the “Repurchase Program”). Under the 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 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.

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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 1.1 million shares of its common stock for an aggregate repurchase amount of $22.2 million under the Repurchase Program, which included immaterial amounts of broker commissions. Amounts related to the 1% excise tax on share repurchases, net of share issuances, as a result of the Inflation Reduction Act of 2022 (“IRA”) are included in the Condensed Consolidated Statements of Stockholders’ Equity. As of March 31, 2025, the $150.0 million authorized for repurchase under the Repurchase Program was fully utilized. Activity under the Repurchase Program was recognized in the Condensed Consolidated Balance Sheets on a trade-date basis.

New Repurchase Program

On November 6, 2024, the Company announced that the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding common stock (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.

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, which included immaterial amounts of broker commissions. During the nine months ended September 30, 2025, the Company repurchased 7.3 million shares of its common stock for an aggregate repurchase amount of $110.1 million under the New Repurchase Program, which included immaterial amounts of broker commissions. Amounts related to the 1% excise tax on share repurchases, net of share issuances, as a result of the IRA are included in the Condensed Consolidated Statements of Stockholders’ Equity. As of September 30, 2025, $90.0 million remained available and authorized for repurchase under the New Repurchase Program. Activity under the New Repurchase Program was recognized in the Condensed Consolidated Balance Sheets on a trade-date basis.

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	$	14,076	$	10,272
Employee commissions and bonuses		36,166		24,465
Payroll and other employee related expense		14,044		10,938
401k and pension expense		554		3,486
Other taxes		5,560		5,371
Total accrued expenses	$	70,400	$	54,532

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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	$	(954)	$	(3,232)	$	(3,673)	$	(9,822)
Foreign currency exchange loss (gain)		1,048		(893)		(1,502)		1,323
Other miscellaneous expense (income), net		5		(100)		(10)		(62)
Other expense (income), net	$	99	$	(4,225)	$	(5,185)	$	(8,561)

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.

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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.


	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.

Table of Contents

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

DoubleVerify Holdings, Inc. 10-Q