DoubleVerify Holdings, Inc.·4

Jun 17, 4:07 PM ET

Zagorski Mark 4

4 · DoubleVerify Holdings, Inc. · Filed Jun 17, 2026

Research Summary

AI-generated summary of this filing

Updated

DoubleVerify (DV) CEO Mark Zagorski Exercises Awards; Shares Withheld for Taxes

What Happened

  • Mark Zagorski, CEO of DoubleVerify Holdings (DV), exercised/conversed multiple derivative awards (RSUs/PSUs) on June 15, 2026. The filing shows 60,819 shares were issued on conversion.
  • To satisfy tax withholding obligations, 33,636 of those shares were withheld and treated as disposals at $10.25 per share, producing aggregate withholding value of approximately $344,769. After withholding, Zagorski received a net ~27,183 shares.
  • These transactions reflect award vesting/settlement and a net-share (cashless) settlement to cover tax liabilities rather than an open-market sale for cash.

Key Details

  • Transaction date: 2026-06-15; Form 4 filed: 2026-06-17 (appears timely — within the typical 2-business-day window).
  • Conversion total: 60,819 shares (multiple derivative/vesting entries).
  • Shares withheld (tax payment): 33,636 shares at $10.25 each = ~$344,769.
  • Net new shares to insider: ~27,183 shares.
  • Transaction codes in the filing: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (shares withheld). Several M entries show $0 proceeds where the derivative was converted/cancelled.
  • Footnotes indicate these were a mix of restricted stock units and performance stock units granted on various dates (see F1–F9). F2 and F4 confirm the withheld shares were used to satisfy tax withholding. F10 notes delivery timing for some vested shares may follow separation from service (as previously reported).
  • Shares owned after transaction: not specified in the provided excerpt of the filing.

Context

  • This is a routine award vesting/settlement transaction. When RSUs/PSUs vest, companies commonly withhold a portion of the shares to cover taxes — this is neutral from an investment-sentiment standpoint compared with an open-market sale.
  • For clarity: M = exercised/converted derivative awards; F = shares withheld to pay taxes/price. The filing shows a net-share settlement (cashless) rather than an outright sale into the market.

Insider Transaction Report

Form 4
Period: 2026-06-15
Zagorski Mark
DirectorChief Executive Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-06-15+22,919570,077 total
  • Tax Payment

    Common Stock

    [F2]
    2026-06-15$10.25/sh12,675$129,919557,402 total
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-06-15+12,122569,524 total
  • Tax Payment

    Common Stock

    [F4]
    2026-06-15$10.25/sh6,704$68,716562,820 total
  • Exercise/Conversion

    Common Stock

    [F5]
    2026-06-15+15,219578,039 total
  • Tax Payment

    Common Stock

    [F2]
    2026-06-15$10.25/sh8,417$86,274569,622 total
  • Exercise/Conversion

    Common Stock

    [F6]
    2026-06-15+2,757572,379 total
  • Tax Payment

    Common Stock

    [F4]
    2026-06-15$10.25/sh1,525$15,631570,854 total
  • Exercise/Conversion

    Common Stock

    [F7]
    2026-06-15+7,802578,656 total
  • Tax Payment

    Common Stock

    [F2]
    2026-06-15$10.25/sh4,315$44,229574,341 total
  • Exercise/Conversion

    Restricted Stock Units

    [F8][F1]
    2026-06-1522,919229,162 total
    Common Stock (22,919 underlying)
  • Exercise/Conversion

    Performance Stock Units

    [F9][F3]
    2026-06-1512,12272,727 total
    Common Stock (12,122 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F8][F5]
    2026-06-1515,219152,190 total
    Common Stock (15,219 underlying)
  • Exercise/Conversion

    Performance Stock Units

    [F9][F6]
    2026-06-152,7575,514 total
    Common Stock (2,757 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F8][F7]
    2026-06-157,80246,807 total
    Common Stock (7,802 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F8][F10][F11]
    2026-06-159,37518,750 total
    Common Stock (9,375 underlying)
Footnotes (11)
  • [F1]Each restricted stock unit was granted on March 12, 2026. 8.33% of the restricted stock units vested and were settled on March 15, 2026 (the "2026 Vesting Date"), and the remainder of the restricted stock units vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.
  • [F10]As reported previously, vested shares will be delivered to the reporting person as soon as administratively feasible following his separation from service with the Issuer.
  • [F11]Each restricted stock unit was granted on December 12, 2022. 6.25% of the restricted stock units vested on March 15, 2023 (the "2023 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2023 Vesting Date.
  • [F2]Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
  • [F3]Each performance stock unit was granted on March 13, 2025. 41.67% of the earned shares vested and were settled on the 2026 Vesting Date, and the remainder of the earned shares vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.
  • [F4]Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of performance stock units.
  • [F5]Each restricted stock unit was granted on March 13, 2025. 6.25% of the restricted stock units vested and were settled on March 15, 2025 (the "2025 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2025 Vesting Date.
  • [F6]Each performance stock unit was granted on December 19, 2023. 41.67% of the earned shares vested and were settled on the 2025 Vesting Date, and the remainder of the earned shares vest and settle at a rate of 8.33% on each quarterly anniversary of the 2025 Vesting Date.
  • [F7]Each restricted stock unit was granted on December 19, 2023. 6.25% of the restricted stock units vested and were settled on March 15, 2024 (the "2024 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2024 Vesting Date.
  • [F8]Restricted stock units convert into common stock on a one-for-one basis.
  • [F9]Performance stock units convert into common stock on a one-for-one basis.
Signature
/s/ Andrew E. Grimmig, as Attorney-in-Fact for Mark S. Zagorski|2026-06-17

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT