Wagner Scott 4

What Happened

• Scott Wagner, a member of DoubleVerify’s board of directors, converted 14,609 vested restricted stock units (RSUs) into common shares on May 21, 2026 (exercise/conversion of derivative, reported as code M) and was also granted 20,000 new time‑based RSUs under the company’s non‑employee director compensation program (reported as an award, code A). All transactions show a $0.00 per‑share price (no cash purchase price reported).

Key Details

• Transaction date: May 21, 2026; Form 4 filed May 22, 2026 (within typical two‑business‑day window).
• Converted/Exercised: 14,609 RSUs → 14,609 shares (reported as both acquired and disposed in derivative conversion entries).
• New award: 20,000 RSUs granted on May 21, 2026; vesting on the earlier of May 21, 2027 or the 2027 Annual Meeting, subject to continued service.
• Price/Value: $0.00 per share in the filing (typical for RSU conversions/grants).
• Holdings: The filing notes shares and RSUs are held by Hilltopper LLC, an entity wholly owned by Mr. Wagner (per footnote).
• Footnotes:
  • Prior RSUs were originally granted May 21, 2025 and fully vested May 21, 2026 (each RSU converts 1:1 to common stock).
  • The 20,000 RSUs are time‑based director awards (see vesting schedule above).
• Timeliness: Filing appears timely (filed the day after the transactions).

Context

• RSUs are awards that convert into shares on a one‑for‑one basis when they vest; a $0.00 price in these Form 4 entries is normal for RSU conversions and grants and does not indicate a market sale or cash transaction.
• This activity reflects vesting and a standard annual director equity grant rather than an open‑market purchase or sale; such grants are routine compensation for board service and do not by themselves indicate the insider’s view of the stock.