Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2026
TABLE OF CONTENTS
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| Part IFINANCIAL INFORMATION (Unaudited) | |
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| Item 1. | | Condensed Consolidated Financial Statements | | 5 | |
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| | | Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 | | 5 | |
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| | | Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2026 and 2025 | | 6 | |
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| | | Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025 | | 7 | |
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| | | Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 | | 8 | |
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| | | Notes to Condensed Consolidated Financial Statements | | 9 | |
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| Item 2. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 20 | |
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| Item 3. | | Quantitative and Qualitative Disclosures about Market Risk | | 28 | |
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| Item 4. | | Controls and Procedures | | 28 | |
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| Part IIOTHER INFORMATION | | |
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| Item 1. | | Legal Proceedings | | 29 | |
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| Item 1A. | | Risk Factors | | 29 | |
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| Item 2. | | Unregistered Sales of Equity Securities and Use of Proceeds | | 30 | |
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| Item 3. | | Defaults Upon Senior Securities | | 31 | |
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| Item 4. | | Mine Safety Disclosures | | 31 | |
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| Item 5. | | Other Information | | 31 | |
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| Item 6. | | Exhibits | | 32 | |
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| Signatures | | | | 33 | |
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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains 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”). Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. They appear in a number of places throughout this Quarterly Report on Form 10-Q and include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, our financial position; results of operations; industry outlook; and growth strategies or expectations.
Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, the outcome of our proposed merger with Neptune BidCo US Inc., actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report”) could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. These factors include, without limitation:
| ● | the risk that the Merger (as defined below) may not be completed in a timely manner or at all, which may adversely affect our business and the price of our common stock; |
| ● | the timing to consummate the Merger, or the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement (as defined below), including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; |
| ● | the failure to satisfy the conditions to the consummation of the Merger, and the other transactions contemplated thereby; |
| ● | the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; |
| ● | the effect of the pendency of the Merger on our business relationships, operating results and business generally; |
| ● | certain restrictions during the pendency of the Merger that may impact our ability to pursue certain business opportunities or strategic transactions; |
| ● | risks that the Merger disrupts current plans and operations; |
| ● | risks related to diverting management’s attention from our ongoing business operations; |
| ● | the outcome of any legal proceedings that may be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; |
| ● | our ability to retain, hire and integrate skilled personnel, and maintain relationships with key business partners and customers, and others with whom we do business, in light of the proposed Merger; |
| ● | unexpected costs, charges or expenses resulting from the Merger; |
| ● | risks that the benefits of the Merger are not realized when and as expected; |
| ● | our ability to respond to technological developments, evolving industry standards or shifting advertiser preference, which may make our solutions obsolete or less competitive; |
| ● | our ability to compete in our highly competitive market; |
| ● | our ability to retain existing customers, obtain new customers and generate revenue from new customers; |
| ● | system failures, security breaches, cyberattacks or other unforeseen events that could interrupt the operation of our platform and data centers; |
| ● | our use of artificial intelligence and machine learning models; |
| ● | our reliance on demand- and supply-side advertising platforms, ad servers and social platforms to accept and integrate with our technology; |
| ● | economic downturns and unstable market conditions; |
| ● | our ability to integrate businesses acquired; |
| ● | acquired businesses may disrupt our business, expose us to unanticipated liabilities, dilute stockholder value or divert management attention; |
| ● | our ability to accurately and timely collect payments from our customers and integration partners; |
| ● | defects, errors or inaccuracies associated with our solutions; |
| ● | our long sales cycles, which can result in significant time between initial contact with a prospect and execution of a contractual agreement, making it difficult to project when, if at all, we will generate revenue from new customers; |
| ● | our ability to retain our management team and other key personnel and to hire additional qualified personnel; |
| ● | scrutiny of our corporate social responsibility practices and meeting stakeholders’ evolving expectations relating to such practices; |
| ● | the application, interpretation, and enforcement of data privacy legislation and regulation on digital advertising and privacy and data protection; |
| ● | the impact of public criticism of digital advertising technology on our business, including digital advertising on social media platforms; |
| ● | the assertion of third-party intellectual property rights against us and our ability to protect and enforce our intellectual property rights; |
| ● | our ability to manage our business and conduct our operations internationally; |
| ● | our exposure to foreign currency exchange rate fluctuations; |
| ● | our use of “open source” software could subject our technology to general release, require us to re-engineer our platform or subject us to litigation; |
| ● | seasonal fluctuations in advertising activity; |
| ● | our ability to sustain historical growth rates; |
| ● | adverse developments in the tax laws and regulations, or disagreements with our tax positions, in the multiple jurisdictions in which we are subject to taxation; |
| ● | adverse developments affecting financial institutions; |
| ● | our estimates of market opportunity and forecasts of market growth may prove to be inaccurate; |
| ● | impairment of goodwill or other intangible and long-lived assets; |
| ● | restrictions contained in the New Revolving Credit Facility (as defined herein); |
| ● | our potential need for future additional financing that may not be available or may reduce our profitability; |
| ● | future sales of shares by us or our existing stockholders; |
| ● | lack of research or misleading or unfavorable research published about our business by securities or industry analysts; |
| ● | the significant influence over us by funds affiliated with Providence Equity Partners L.L.C. (“Providence”); |
| ● | future offerings of debt or equity securities that would rank senior to our common stock; |
| ● | our ability to maintain an effective system of internal controls; |
| ● | our ability to fulfill our obligations incident to being a public company, including compliance with the Exchange Act and the requirements of the NYSE, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); |
| ● | the possibility of being subject to securities class action litigation due to future stock price volatility; and |
| ● | the other risk identified under the captions “Risk Factors” in our Annual Report and this Quarterly Report on Form 10-Q. |
You should read this Quarterly Report on Form 10-Q completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report on Form 10-Q, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.
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. DoubleVerify and its subsidiary DoubleVerify MidCo, Inc. changed their names from Pixel Group Holdings Inc. and Pixel Parent Inc., respectively, prior to the date of this Quarterly Report on Form 10-Q. All references to DoubleVerify and DoubleVerify MidCo, Inc. are to these entities both prior to and after the name changes.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
