DoubleVerify Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 7, 2026
DV$13.56+0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001104659-26-056250
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001104659-26-092375
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 82 previous paragraphs and 84 current paragraphs.
58 unchanged; 19 reworded; 7 added; 4 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
On August 6, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neptune BidCo US Inc., a Delaware corporation (“Parent”), and Wallace Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of our common stock as of immediately prior to the Effective Time (other than any dissenting shares or shares of our common stock held by us or owned, directly or indirectly, by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent, Merger Sub, or us as of immediately prior to the Effective Time (including those held in our treasury)) will be converted automatically into the right to receive $13.60 in cash, without interest (the “Merger Consideration”).
Current report
The Merger Agreement includes customary termination rights, including that the Merger Agreement may be terminated by either us or Parent: if (i) we and Parent mutually consent; (ii) the merger has not been consummated on or before the “end date” (twelve months from signing with an automatic extension of three months, if necessary to obtain regulatory approvals), (iii) any law in certain jurisdictions permanently prohibits the transaction (so long as any party’s breach has not been the cause of such prohibition), (iv) our stockholders do not approve the Merger, or (v) if the non-terminating party breaches certain representations, warranties or covenants and does not cure such breach. The Merger Agreement provides for the payment by us to Parent of a termination fee of $60.0 million if the Merger Agreement is terminated in specified circumstances, and for payment by Parent to us of a termination fee of $144.0 million if the Merger Agreement is terminated in specified circumstances and $175.0 million under certain other circumstances.
Current report
The Merger is expected to close by the first quarter of 2027, subject to customary closing conditions and regulatory approvals. If the Merger is consummated, shares of our common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
Current report
Total revenue increased by $4.8 million, or 3%, from $189.0 million in the three months ended June 30, 2025 to $193.8 million in the three months ended June 30, 2026. Total revenue increased by $20.5 million, or 6%, from $354.1 million in the six months ended June 30, 2025 to $374.6 million in the six months ended June 30, 2026.
Current report
Product development expenses decreased by $0.8 million, or 2%, from $47.2 million in the three months ended June 30, 2025 to $46.4 million in the three months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation, of $2.0 million, partially offset by an increase in third party software costs and outsourced consulting and engineering services of $1.0 million to support our product development efforts. Product development expenses decreased by $0.1 million, or less than 1%, from $91.9 million in the six months ended June 30, 2025 to $91.8 million in the six months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation, of $0.9 million, a decrease in travel and entertainment expenses to support product development activities of $0.3 million, partially offset by an increase in third party software costs and outsourced consulting and engineering services of $1.1 million to support our product development efforts.
Current report
Sales, marketing and customer support expenses decreased by $2.6 million, or 5%, from $50.9 million in the three months ended June 30, 2025 to $48.3 million in the three months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation and sales commissions, of $4.0 million, partially offset by an increase in marketing, travel and entertainment and third party professional fees to support marketing and sales activities of $1.0 million. Sales, marketing and customer support expenses decreased by $0.7 million, or 1%, from $94.6 million in the six months ended June 30, 2025 to $93.9 million in the six months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation and sales commissions, of $3.3 million, partially offset by an increase in marketing, travel and entertainment, and third party professional fees to support marketing and sales activities of $1.7 million.
Current report
General and administrative expenses decreased by $2.6 million, or 9%, from $29.6 million in the three months ended June 30, 2025 to $27.0 million in the three months ended June 30, 2026. The decrease was due primarily to a $1.0 million decrease in expenses with respect to litigation and regulatory matters outside of the ordinary course, a $0.5 million decrease in acquisition-related transaction costs for Rockerbox and our broader acquisition strategy, and a $0.7 million decrease in personnel costs, including stock-based compensation. General and administrative expenses decreased by $3.4 million, or 6%, from $56.1 million in the six months ended June 30, 2025 to $52.7 million in the six months ended June 30, 2026. The decrease was due primarily to a $1.0 million decrease in expenses with respect to litigation and regulatory matters outside of the ordinary course, a $1.7 million decrease in acquisition-related transaction costs for Rockerbox and our broader acquisition strategy, and a $0.1 million decrease in personnel costs, including stock-based compensation.
Removed paragraphs (4)
Previous report
Total revenue increased by $15.8 million, or 10%, from $165.1 million in the three months ended March 31, 2025 to $180.8 million in the three months ended March 31, 2026.
Previous report
Product development expenses increased by $0.7 million, or 1%, from $44.7 million in the three months ended March 31, 2025 to $45.4 million in the three months ended March 31, 2026. The increase was due primarily to an increase in personnel costs, including stock-based compensation, of $1.1 million, partially offset by lower travel and entertainment and other costs to support our product development efforts.
Previous report
Sales, marketing and customer support expenses increased by $1.9 million, or 4%, from $43.7 million in the three months ended March 31, 2025 to $45.6 million in the three months ended March 31, 2026. The increase was due primarily to an increase in travel and entertainment and third party professional fees to support marketing and sales activities of $1.2 million, and an increase in personnel costs, including stock-based compensation and sales commissions, of $0.7 million.
Previous report
General and administrative expenses decreased by $0.8 million, or 3%, from $26.5 million in the three months ended March 31, 2025 to $25.7 million in the three months ended March 31, 2026. The decrease was due primarily to a $1.2 million decrease in acquisition-related transaction costs for Rockerbox, partially offset by an increase in personnel costs, including stock-based compensation of $0.5 million.
Reworded paragraphs (19)
Previous wording
For each of the three months ended March 31, 2026 and March 31, 2025, we generated 90% of our revenue from advertiser customers. Advertisers can purchase our solutions through programmatic, social media and CTV platforms to evaluate the quality and optimize the efficiency 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.
Current wording
For each of the three month and six month periods ended June 30, 2026 and June 30, 2025, advertiser customers accounted for 90% and 91% of our revenue, respectively. Advertisers can purchase our solutions through programmatic, social media and CTV platforms to evaluate the quality and optimize the efficiency 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 March 31, 2026 and March 31, 2025, we generated 10% 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. 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 one to two years. 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 each of the three month and six month periods ended June 30, 2026 and June 30, 2025, 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, accounted for 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 one to two years. 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
Comparison of the Three Months Ended March 31, 2026 and March 31, 2025
Current wording
Comparison of the Three and Six Months Ended June 30, 2026 and June 30, 2025
Previous wording
Total Advertiser revenue increased by $13.7 million, or 9%, in the three months ended March 31, 2026 as compared to the same period in 2025. The growth was driven primarily by an 12% increase in Media Transactions Measured, partially offset by a 4% decrease in Measured Transaction Fees.
Current wording
Total Advertiser revenue increased by $2.6 million, or 2%, in the three months ended June 30, 2026 as compared to the same period in 2025. The growth was driven primarily by a 9% increase in Media Transactions Measured, partially offset by a 7% decrease in Measured Transaction Fees. For the six months ended June 30, 2026, total Advertiser revenue increased by $16.3 million, or 5%, compared to the same period in 2025, primarily due to a 10% increase in Media Transactions Measured, partially offset by a 6% decline in Measured Transaction Fees.
Previous wording
Activation revenue increased by $5.4 million, or 6%, in the three months ended March 31, 2026, as compared to the same period in 2025. The increase was driven by greater adoption of social media solutions, Authentic Brand Suitability, and Scibids AI.
Current wording
Activation revenue decreased by $1.3 million, or 1%, in the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was driven by a decrease in revenue from programmatic channels, offset by greater adoption of social media solutions and Scibids AI. For the six months ended June 30, 2026, Activation revenue increased by $4.1 million, or 2%, compared to the same period in 2025, driven by greater adoption of social media solutions, Scibids AI, and increase in revenue from programmatic channels.
Previous wording
Measurement revenue increased $8.4 million, or 16%, in the three months ended March 31, 2026, as compared to the same period in 2025, driven primarily by greater adoption of social and CTV solutions, as well as the addition of Rockerbox, Inc. (“Rockerbox”).
Current wording
Measurement revenue increased $3.9 million, or 6%, in the three months ended June 30, 2026, as compared to the same period in 2025, driven primarily by greater adoption of social and CTV solutions, as well as the addition of Rockerbox, Inc. (“Rockerbox”). For the six months ended June 30, 2026, Measurement revenue increased by $12.2 million, or 11%, compared to the same period in 2025, driven by the same factors.
Previous wording
Supply-side revenue increased $2.0 million, or 12%, in the three months ended March 31, 2026, as compared to the same period in 2025, driven primarily by growth from both existing and new platform and publisher customers.
Current wording
Supply-side revenue increased $2.2 million, or 13%, in the three months ended June 30, 2026, as compared to the same period in 2025, driven primarily by growth from both existing and new platform and publisher customers. For the six months ended June 30, 2026, Supply-side revenue increased by $4.2 million, or 12%, compared to the same period in 2025, driven by the same factors.
Previous wording
Cost of revenue increased by $2.2 million, or 7%, from $31.0 million in the three months ended March 31, 2025 to $33.2 million in the three months ended March 31, 2026. The increase was due primarily to higher data services and hosting expenses due to increased volume, as well as growth in Activation revenue which led to increased partner costs from revenue-sharing arrangements.
Current wording
Cost of revenue decreased by $0.6 million, or 2%, from $33.1 million in the three months ended June 30, 2025 to $32.5 million in the three months ended June 30, 2026. The decrease was due primarily to lower partner costs from revenue-sharing arrangements tied to lower revenue in programmatic channels. Cost of revenue increased by $1.6 million, or 2%, from $64.1 million in the six months ended June 30, 2025, to $65.6 million in the six months ended June 30, 2026, due primarily to higher data services and hosting expenses due to increased volume, as well as higher partner costs from revenue-sharing arrangements tied to higher revenue in programmatic channels.
Previous wording
Depreciation and amortization increased by $3.0 million, or 24%, from $12.4 million in the three months ended March 31, 2025, to $15.3 million in the three months ended March 31, 2026. The increase was due primarily to higher amortization of internally developed software.
Current wording
Depreciation and amortization increased by $2.0 million, or 13%, from $14.7 million in the three months ended June 30, 2025, to $16.7 million in the three months ended June 30, 2026. The increase was due primarily to higher amortization of internally developed software. Depreciation and Amortization increased by $4.9 million, or 18%, from $27.1 million in the six months ended June 30, 2025 to $32.0 million in the six months ended June 30, 2026 driven by the same factors.
Previous wording
Interest expense was materially unchanged at $0.4 million in each of the three months ended March 31, 2025 and March 31, 2026, respectively.
Current wording
Interest expense increased by less than $0.1 million, from $0.4 million in the three months ended June 30, 2025, to $0.5 million in the three months ended June 30, 2026. Interest expense was materially unchanged at $0.9 million in each of the six months ended June 30, 2025 and June 30, 2026.
Previous wording
Other expense (income), net changed by $4.2 million, from income of $3.2 million in the three months ended March 31, 2025 to expense of $1.0 million in the three months ended March 31, 2026. 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.
Current wording
Other expense (income), net changed by $2.7 million, from income of $2.1 million in the three months ended June 30, 2025, to expense of $0.6 million in the three months ended June 30, 2026. The change was due primarily to losses from changes in foreign exchange rates. Other expense (income), net changed by $6.9 million, from income of $5.3 million in the six months ended June 30, 2025, to expense of $1.6 million in the six months ended June 30, 2026 driven by the same factors.
Previous wording
Income tax expense increased by $0.7 million from $7.2 million in the three months ended March 31, 2025, to $7.8 million in the three months ended March 31, 2026. The increase was due primarily to higher pre-tax earnings and unfavorable effects from certain stock compensation costs. These factors were partially offset by a more favorable estimated operating effective tax rate for the year.
Current wording
Income tax expense increased by $2.5 million from $6.5 million in the three months ended June 30, 2025, to $9.0 million in the three months ended June 30, 2026. The increase was due primarily to higher pre-tax earnings and unfavorable effects from certain stock compensation costs. These factors were partially offset by a more favorable estimated operating effective tax rate for the year. Income tax expense increased by $3.2 million from $13.6 million in the six months ended June 30, 2025, to $16.8 million in the six months ended June 30, 2026, driven by the same factors.
Previous wording
Our operations are financed primarily through cash generated from operations. As of March 31, 2026, the Company had cash and cash equivalents of $173.8 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $183.0 million.
Current wording
Our operations are financed primarily through cash generated from operations. As of June 30, 2026, the Company had cash and cash equivalents of $210.2 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $156.4 million.
Previous wording
Our total future capital requirements and the adequacy of available funds will depend on many factors, including those discussed above as well as the risks and uncertainties set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Current wording
Our total future capital requirements and the adequacy of available funds will depend on many factors, including the timing and closing of the Merger, the costs related to the Merger as well as the risks and uncertainties set forth under the caption “Risk Factors” in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
Repurchases under the February 2026 Repurchase Program commenced in March 2026. During the three months ended March 31, 2026, the Company repurchased 7.3 million shares of its common stock for an aggregate repurchase amount of $75.1 million under the February 2026 Repurchase Program. As of March 31, 2026, $225.0 million remained available and authorized for repurchase under the February 2026 Repurchase Program.
Current wording
Repurchases under the February 2026 Repurchase Program commenced in March 2026. During the three months ended June 30, 2026, the Company repurchased 2.5 million shares of its common stock for an aggregate repurchase amount of $25.0 million under the February 2026 Repurchase Program. During the six months ended June 30, 2026, the Company repurchased 9.8 million shares of its common stock for an aggregate repurchase amount of $100.2 million under the February 2026 Repurchase Program. As of June 30, 2026, $200.0 million remained available and authorized for repurchase under the February 2026 Repurchase Program.
Previous wording
For the three months ended March 31, 2026, cash provided by operating activities was $4.2 million, attributable to net income of $6.4 million, adjusted for non-cash charges of $45.9 million and $48.1 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $15.3 million in depreciation and amortization and $24.2 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $20.0 million increase in trade receivables, prepaid expenses and other assets primarily related to increases in prepayments, and a $28.1 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of payments for accrued expenses.
Current wording
For the six months ended June 30, 2026, cash provided by operating activities was $80.4 million, attributable to net income of $19.3 million, adjusted for non-cash charges of $91.3 million and $30.3 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $32.0 million in depreciation and amortization and $49.8 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $26.1 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of payments for accrued expenses, and a $7.1 million increase in prepaid expenses and other assets due mainly to increases in prepayments, partially offset by a decrease in trade receivables of $3.0 million.
Previous wording
For the three months ended March 31, 2025, cash provided by operating activities was $37.7 million, attributable to net income of $2.4 million, adjusted for non-cash charges of $36.0 million and $0.7 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $12.4 million in depreciation and amortization and $24.3 million in stock-based compensation, offset by $3.4 million in deferred taxes. The main drivers of the changes in operating assets and liabilities were a $4.2 million decrease in trade receivables, prepaid assets and other assets, and a $4.9 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of payments for accrued expenses.
Current 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.
Previous wording
For the three months ended March 31, 2026, cash used in investing activities of $10.5 million was attributable to purchases of property, plant and equipment, and capitalized software development costs. For the three months ended March 31, 2025, cash used in investing activities was $89.9 million, including $82.6 million attributable to the acquisition of Rockerbox and $6.3 million attributable to purchases of property, plant and equipment, and capitalized software development costs.
Current wording
For the six months ended June 30, 2026, cash used in investing activities of $21.1 million was attributable to purchases of property, plant and equipment, and capitalized software development costs. 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.
Previous wording
For the three months ended March 31, 2026, cash used in financing activities of $78.1 million was due primarily to $75.1 million related to shares repurchased under the February 2026 Repurchase Program and $1.4 million related to shares repurchased for settlement of employee tax withholding. For the three months ended March 31, 2025, cash used in financing activities of $85.8 million was due primarily to $82.2 million related to shares repurchased under the repurchase programs authorized in 2024 and $3.2 million related to shares repurchased for settlement of employee tax withholding.
Current wording
For the six months ended June 30, 2026, cash used in financing activities of $107.4 million was due primarily to $100.2 million related to shares repurchased under the February 2026 Repurchase Program and $5.5 million related to shares repurchased for settlement of employee tax withholding. 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 previously authorized repurchase programs and $3.7 million related to shares repurchased for settlement of employee tax withholding.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
In April 2026, the Company repurchased 2.5 million shares of its common stock for an aggregate repurchase amount of $25.0 million. As of May 6, 2026, $200.0 million remained available and authorized for repurchase under the February 2026 Repurchase Program.