DoubleVerify Holdings, Inc.

Previous wording

For each of the three months ended June 30, 2025 and June 30, 2024, we generated 91% of our revenue from advertiser customers. For each of the six months ended June 30, 2025 and June 30, 2024, we generated 91% of our revenue from advertiser customers. Advertisers can purchase our solutions through programmatic and social media 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 and social media 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.

Current wording

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.

Previous wording

For each of the three months ended June 30, 2025 and June 30, 2024, we generated 9% of our revenue 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 each of the six months ended June 30, 2025 and June 30, 2024, Supply-side revenue comprised 9% of our revenue. 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.

Current wording

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.

Previous wording

Other income, net. Other income, net consists primarily of interest earned on interest-bearing monetary assets and gains and losses on foreign currency transactions.

Current wording

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.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2025 and June 30, 2024

Current wording

Comparison of the Three and Nine Months Ended September 30, 2025 and September 30, 2024

Previous wording

Total Advertiser revenue increased by $29.6 million, or 21%, in the three months ended June 30, 2025 as compared to the same period in 2024. The growth was driven primarily by a 19% increase in Media Transactions Measured, partially offset by a 1% decline in Measured Transaction Fees, excluding the impact of an introductory fixed fee deal for one large customer. For the six-months ended June 30, 2025, total Advertiser revenue increased by $49.6 million, or 18%, compared to the same period in 2024, primarily due to a 20% increase in Media Transactions Measured, partially offset by a 3% decline in Measured Transaction Fees, excluding the impact of an introductory fixed fee deal for one large customer.

Current wording

Total Advertiser revenue increased by $15.3 million, or 10%, in the three months ended September 30, 2025 as compared to the same period in 2024. The growth was driven primarily by an 12% increase in Media Transactions Measured, partially offset by a 4% decrease in Measured Transaction Fees, excluding the impact of an introductory fixed fee deal for one large customer. For the nine months ended September 30, 2025, total Advertiser revenue increased by $64.8 million, or 15%, compared to the same period in 2024. The growth was driven primarily by a 17% increase in Media Transactions Measured, partially offset by a 3% decrease in Measured Transaction Fees, excluding the impact of an introductory fixed fee deal for one large customer.

Previous wording

Activation revenue increased by $21.5 million, or 25%, in the three months ended June 30, 2025, as compared to the same period in 2024. The increase was driven primarily by greater adoption of Authentic Brand Suitability, core programmatic solutions, and Scibids Technology SAS (“Scibids”). For the six months ended June 30, 2025, Activation revenue increased by $37.3 million, or 22%, compared to the same period in 2024, driven by the same factors.

Current wording

Activation revenue increased by $9.9 million, or 10%, in the three months ended September 30, 2025, as compared to the same period in 2024. The increase was driven by greater adoption of Authentic Brand Suitability, core programmatic solutions and social media solutions. For the nine months ended September 30, 2025, Activation revenue increased by $47.2 million, or 18%, compared to the same period in 2024, driven by the same factors.

Previous wording

Measurement revenue increased $8.1 million, or 15%, in the three months ended June 30, 2025, as compared to the same period in 2024, driven primarily by greater adoption of our social, open web and CTV solutions, as well as the addition of Rockerbox, Inc. (“Rockerbox”). For the six months ended June 30, 2025, Measurement revenue increased by $12.2 million, or 12%, compared to the same period in 2024, driven by the same factors.

Current wording

Measurement revenue increased $5.4 million, or 9%, in the three months ended September 30, 2025, as compared to the same period in 2024, driven primarily by greater adoption of social and CTV solutions, as well as the addition of Rockerbox, Inc. (“Rockerbox”). For the nine months ended September 30, 2025, Measurement revenue increased by $17.6 million, or 11%, compared to the same period in 2024, driven by the same factors.

Previous wording

Supply-side revenue increased $3.6 million, or 26%, in the three months ended June 30, 2025, as compared to the same period in 2024, driven primarily by growth from both existing and new platform customers, as well as the addition of new publisher customers. For the six months ended June 30, 2025, Supply-side revenue increased by $7.8 million, or 30%, compared to the same period in 2024, driven by the same factors.

Current wording

Supply-side revenue increased $3.8 million, or 27%, in the three months ended September 30, 2025, as compared to the same period in 2024, driven primarily by growth from both existing and new platform customers, as well as the addition of new publisher customers. For the nine months ended September 30, 2025, Supply-side revenue increased by $11.7 million, or 29%, compared to the same period in 2024, driven by the same factors.

Previous wording

Cost of revenue increased by $7.0 million, or 27%, from $26.1 million in the three months ended June 30, 2024 to $33.1 million in the three months ended June 30, 2025. The increase was due primarily to growth in Activation revenue which led to increased partner costs from revenue-sharing arrangements, as well as continued investment in cloud services to provide the scale and flexibility necessary to support future growth. Cost of revenue increased by $11.4 million, or 22%, from $52.7 million in the six months ended June 30, 2024, to $64.1 million in the six months ended June 30, 2025, driven by the same factors.

Current wording

Cost of revenue increased by $4.0 million, or 14%, from $29.5 million in the three months ended September 30, 2024 to $33.5 million in the three months ended September 30, 2025. The increase was due primarily to growth in Activation revenue which led to increased partner costs from revenue-sharing arrangements, as well as higher data services and hosting expenses due to increased volume. Cost of revenue increased by $15.4 million, or 19%, from $82.2 million in the nine months ended September 30, 2024, to $97.6 million in the nine months ended September 30, 2025, driven by the same factors.

Previous wording

Product development expenses increased by $7.4 million, or 19%, from $39.8 million in the three months ended June 30, 2024 to $47.2 million in the three months ended June 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation, of $6.4 million and an increase in third party software costs and outsourced consulting and engineering services of $0.3 million to support our product development efforts. Product development expenses increased by $15.7 million, or 21%, from $76.2 million in the six months ended June 30, 2024 to $91.9 million in the six months ended June 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation, of $12.5 million and an increase in third party software costs and outsourced consulting and engineering services of $2.0 million to support our product development efforts.

Current wording

Product development expenses increased by $5.5 million, or 14%, from $39.3 million in the three months ended September 30, 2024 to $44.8 million in the three months ended September 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation, of $4.3 million and an increase in third party software costs and outsourced consulting and engineering services of $0.5 million to support our product development efforts. Product development expenses increased by $21.3 million, or 18%, from $115.5 million in the nine months ended September 30, 2024 to $136.8 million in the nine months ended September 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation, of $16.8 million and an increase in third party software costs and outsourced consulting and engineering services of $2.6 million to support our product development efforts.

Previous wording

Sales, marketing and customer support expenses increased by $6.0 million, or 13%, from $44.9 million in the three months ended June 30, 2024 to $50.9 million in the three months ended June 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation and sales commissions, of $5.6 million, and an increase in third party professional fees to support marketing and sales activities of $0.5 million. Sales, marketing and customer support expenses increased by $11.8 million, or 14%, from $82.7 million in the six months ended June 30, 2024 to $94.6 million in the six months ended June 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation and sales commissions, of $10.7 million, and an increase in third party professional fees to support marketing and sales activities of $0.8 million.

Current wording

Sales, marketing and customer support expenses increased by $6.5 million, or 16%, from $40.5 million in the three months ended September 30, 2024 to $47.0 million in the three months ended September 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation and sales commissions, of $4.7 million, and an increase in third party professional fees to support marketing and sales activities of $0.3 million. Sales, marketing and customer support expenses increased by $18.3 million, or 15%, from $123.3 million in the nine months ended September 30, 2024 to $141.6 million in the nine months ended September 30, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation and sales commissions, of $15.4 million, and an increase in third party professional fees to support marketing and sales activities of $1.2 million.

Previous wording

General and administrative expenses increased by $6.5 million, or 28%, from $23.1 million in the three months ended June 30, 2024 to $29.6 million in the three months ended June 30, 2025. The increase was due primarily to a $2.5 million increase in personnel costs, including stock-based compensation, a $2.3 million increase in third party professional fees, $1.1 million in third party legal fees related to litigation and regulatory matters outside of the ordinary course, and $0.5 million of third party professional services costs related to the acquisition of Rockerbox and our broader acquisition strategy. General and administrative expenses increased by $11.0 million, or 24%, from $45.1 million in the six months ended June 30, 2024 to $56.1 million in the six months ended June 30, 2025. The increase was largely attributable to a $4.9 million increase in personnel costs, including stock-based compensation, a $3.3 million increase in third party professional fees, $1.7 million of third party professional services related to the acquisition of Rockerbox and our broader acquisition strategy, and $1.1 million of third party legal fees related to litigation and regulatory matters outside of the ordinary course.

Current wording

General and administrative expenses increased by $4.0 million, or 17%, from $23.0 million in the three months ended September 30, 2024 to $27.0 million in the three months ended September 30, 2025. The increase was due primarily to a $4.1 million increase in personnel costs, including stock-based compensation, $2.2 million in third party legal fees related to litigation and regulatory matters outside of the ordinary course, partially offset by a $0.4 million decrease in third party professional fees and a $1.7 million decrease in bad debt expenses related to collection activities. General and administrative expenses increased by $14.9 million, or 22%, from $68.2 million in the nine months ended September 30, 2024 to $83.1 million in the nine months ended September 30, 2025. The increase was largely attributable to a $9.0 million increase in personnel costs, including stock-based compensation, a $2.9 million increase in third party professional fees, $1.7 million of third party professional services related to the acquisition of Rockerbox and our broader acquisition strategy, and $3.3 million of third party legal fees related to litigation and regulatory matters outside of the ordinary course, partially offset by a $1.6 million decrease in bad debt expenses related to collection activities.

Previous wording

Depreciation and amortization increased by $3.7 million, or 34%, from $11.0 million in the three months ended June 30, 2024, to $14.7 million in the three months ended June 30, 2025. The increase was due primarily to an increase in capitalized software development costs. Depreciation and amortization increased by $5.2 million, or 23%, from $21.9 million in the six months ended June 30, 2024, to $27.1 million in the six months ended June 30, 2025 driven by the same factors.

Current wording

Depreciation and amortization increased by $3.7 million, or 32%, from $11.5 million in the three months ended September 30, 2024, to $15.2 million in the three months ended September 30, 2025. The increase was due primarily to higher amortization of internally developed software and amortization of acquired intangibles from Rockerbox. Depreciation and amortization increased by $8.9 million, or 27%, from $33.4 million in the nine months ended September 30, 2024, to $42.3 million in the nine months ended September 30, 2025, driven by the same factors.

Previous wording

Interest expense increased by $0.2 million, from $0.2 million in the three months ended June 30, 2024, to $0.4 million in the three months ended June 30, 2025. Interest expense increased by $0.4 million, from $0.5 million in the six months ended June 30, 2024, to $0.9 million in the six months ended June 30, 2025.

Current wording

Interest expense increased by $0.1 million, from $0.4 million in the three months ended September 30, 2024, to $0.5 million in the three months ended September 30, 2025. Interest expense increased by $0.5 million, from $0.8 million in the nine months ended September 30, 2024, to $1.3 million in the nine months ended September 30, 2025.

Previous wording

Other income, net was materially unchanged at $2.1 million in the three months ended June 30, 2025, and in the three months ended June 30, 2024. Other income, net increased by $0.9 million, from income of $4.3 million in the six months ended June 30, 2024 to income of $5.3 million in the six months ended June 30, 2025. The increase was due primarily to gains from changes in foreign exchange rates, partially offset by a decrease in interest earned on interest-bearing monetary assets.

Current wording

Other expense (income), net changed by $4.3 million, from income of $4.2 million in the three months ended September 30, 2024 to expense of $0.1 million in the three months ended September 30, 2025. The change was due primarily to a decrease in interest earned on interest-bearing monetary assets, and to losses from changes in foreign exchange rates. Other expense (income), net changed by $3.4 million, from income of $8.6 million in the nine months ended September 30, 2024 to income of $5.2 million in the nine months ended September 30, 2025. The change was due primarily to a decrease in interest earned on interest-bearing monetary assets, partially offset by gains from changes in foreign exchange rates.

Previous wording

Income tax expense increased by $1.0 million from $5.4 million in the three months ended June 30, 2024, to $6.5 million in the three months ended June 30, 2025. The increase was due primarily to an increase in unfavorable permanent tax adjustments, including non-deductible executive compensation and stock-based compensation. Income tax expense increased by $6.4 million from $7.2 million in the six months ended June 30, 2024, to $13.6 million in the six months ended June 30, 2025, driven by the same factors.

Current wording

Income tax expense decreased by $1.1 million from $11.4 million in the three months ended September 30, 2024, to $10.3 million in the three months ended September 30, 2025. The decrease was due primarily to reduced pre-tax earnings in the three months ended September 30, 2025, partially offset by increased unfavorable permanent tax adjustments, including non-deductible executive compensation and stock-based compensation. Income tax expense increased by $5.4 million from $18.6 million in the nine months ended September 30, 2024, to $23.9 million in the nine months ended September 30, 2025. The increase was due primarily to an increase in unfavorable permanent tax adjustments, including non-deductible executive compensation and stock-based compensation.

Previous wording

Our operations are financed primarily through cash generated from operations. As of June 30, 2025, we had cash and cash equivalents of $211.8 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $145.7 million.

Current wording

Our operations are financed primarily through cash generated from operations. As of September 30, 2025, we had cash and cash equivalents of $200.7 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $156.3 million.

Previous wording

All obligations under the New Revolving Credit Facility are guaranteed by the Company pursuant to the Guarantee Agreement. The New Revolving Credit Facility contains customary affirmative and negative covenants, including 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.

Current wording

All obligations under the New Revolving Credit Facility are guaranteed by the Company pursuant to the Guarantee Agreement. The New Revolving Credit Facility contains customary affirmative and negative covenants, including restrictions on, among other things: paying dividends or purchasing, redeeming or retiring capital stock applicable to the Credit Group; 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.

Previous wording

Repurchases under the Repurchase Program commenced in June 2024. During the year ended December 31, 2024, the Company repurchased 6.8 million shares of its common stock for an aggregate repurchase amount of $128.0 million under the Repurchase Program. In January 2025, the Company repurchased an additional 1.1 million shares for $22.2 million, utilizing the remaining authorization under the Repurchase Program.

Current wording

Repurchases under the Repurchase Program commenced in June 2024. During the year ended December 31, 2024, the Company repurchased 6.8 million shares of its common stock for an aggregate repurchase amount of $128.0 million under the Repurchase Program. During the three months ended March 31, 2025, the Company repurchased an additional 1.1 million shares for $22.2 million, utilizing the remaining authorization under the Repurchase Program.

Previous wording

Repurchases under the New Repurchase Program commenced in March 2025. In March 2025, the Company repurchased 4.0 million shares of its common stock for an aggregate repurchase amount of $60.0 million under the New Repurchase Program.

Current wording

Repurchases under the New Repurchase Program commenced in March 2025. During the three months ended March 31, 2025, the Company repurchased 4.0 million shares of its common stock for an aggregate repurchase amount of $60.0 million under the New Repurchase Program. 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.

Previous wording

During the three months ended March 31, 2025, the Company repurchased a total of 5.2 million shares of its common stock for an aggregate repurchase amount of $82.2 million under both repurchase programs. During the three months ended June 30, 2025, the Company did not repurchase any shares of its common stock. As of June 30, 2025, $140.0 million remained available and authorized for repurchase under the New Repurchase Program.

Current wording

During the nine months ended September 30, 2025, the Company repurchased a total of 8.4 million shares of its common stock for an aggregate repurchase amount of $132.3 million under both repurchase programs. As of September 30, 2025, $90.0 million remained available and authorized for repurchase under the New Repurchase Program.

Previous wording

For the six months ended June 30, 2025, cash provided by operating activities was $87.3 million, attributable to net income of $11.1 million, adjusted for non-cash charges of $84.3 million and $8.1 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $27.1 million in depreciation and amortization and $51.3 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $41.0 million decrease in trade receivables, offset by an increase in prepaid expenses and other assets of $32.8 million due mainly to increases in prepayments, and a $16.3 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of income tax payments.

Current wording

For the nine months ended September 30, 2025, cash provided by operating activities was $138.5 million, attributable to net income of $21.3 million, adjusted for non-cash charges of $147.4 million and $30.2 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $42.3 million in depreciation and amortization and $78.7 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $11.6 million decrease in trade receivables, offset by an increase in prepaid expenses and other assets of $36.8 million due mainly to increases in prepayments, and a $5.0 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of income tax payments.

Previous wording

For the six months ended June 30, 2024, cash provided by operating activities was $67.7 million, attributable to net income of $14.6 million, adjusted for non-cash charges of $60.9 million and $7.9 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $21.9 million in depreciation and amortization and $45.0 million in stock-based compensation, offset by $11.5 million in deferred taxes. The main drivers of the changes in operating assets and liabilities were a $0.8 million increase in trade receivables, prepaid expenses and other assets due mainly to increases in prepayments, and a $7.1 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of income tax payments.

Current wording

For the nine months ended September 30, 2024, cash provided by operating activities was $122.3 million, attributable to net income of $32.8 million, adjusted for non-cash charges of $93.8 million and $4.3 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $33.4 million in depreciation and amortization and $67.9 million in stock-based compensation, offset by $17.3 million in deferred taxes. The main drivers of the changes in operating assets and liabilities were a $12.6 million increase in prepaid expenses and other assets due mainly to increases in prepayments, offset by a decrease in trade receivables of $10.3 million, and a $2.1 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of income tax payments.

Previous wording

For the six months ended June 30, 2025, cash used in investing activities was $86.7 million, including $82.6 million attributable to the acquisition of Rockerbox, $15.8 million attributable to purchases of property, plant and equipment, and capitalized software development costs, partially offset by $12.7 million attributable to proceeds from maturities of short-term financial instruments. For the six months ended June 30, 2024, cash used in investing activities was $95.5 million, including $81.9 million attributable to investments in short-term financial instruments and $13.6 million attributable to purchases of property, plant and equipment, and capitalized software development costs.

Current wording

For the nine months ended September 30, 2025, cash used in investing activities was $93.8 million, including $82.6 million attributable to the acquisition of Rockerbox, $28.0 million attributable to purchases of property, plant and equipment, and capitalized software development costs, partially offset by $17.8 million attributable to proceeds from maturities of short-term financial instruments. For the nine months ended September 30, 2024, cash used in investing activities was $69.5 million, including $81.9 million attributable to investments in short-term financial instruments and $19.8 million attributable to purchases of property, plant and equipment, and capitalized software development costs, partially offset by $32.2 million attributable to proceeds from the maturity of short-term financial instruments.

Previous wording

For the six months ended June 30, 2025, cash used in financing activities of $86.0 million was due primarily to $82.2 million related to shares repurchased under the Repurchase Program and New Repurchase Program and $3.7 million related to shares repurchased for settlement of employee tax withholding. For the six months ended June 30, 2024, cash used in financing activities of $24.6 million was primarily due to $25.0 million related to shares repurchased under the Repurchase Program.

Current wording

For the nine months ended September 30, 2025, cash used in financing activities of $140.8 million was due primarily to $132.3 million related to shares repurchased under the Repurchase Program and New Repurchase Program and $7.1 million related to shares repurchased for settlement of employee tax withholding. For the nine months ended September 30, 2024, cash used in financing activities of $50.3 million was primarily due to $50.1 million related to shares repurchased under the Repurchase Program.