Every material Form 8-K DoubleVerify Holdings has filed with the SEC since July 30, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
DoubleVerify reported third-quarter 2026 revenue of $205.6 million, up 9% from a year earlier, and net income of $15.9 million, up from $10.2 million. The company withdrew all previously issued financial outlook and guidance and suspended earnings calls while its pending merger is outstanding, which limits the forward information available to shareholders.
Q3 2026 revenue was $205.6 million, up 9%; activation revenue rose 10% to $117.6 million and measurement revenue rose 8% to $69.1 million.
Net income was $15.9 million, or $0.10 diluted EPS, versus $10.2 million, or $0.06, in Q3 2025; adjusted EBITDA was $75.4 million, a 37% margin.
Stockholders approved the Merger Agreement with Neptune BidCo US Inc. on October 29, 2026, with about 94% of votes cast in favor; the companies expect the deal to close by the first quarter of 2027.
All previously issued financial outlook and guidance were withdrawn, and future earnings calls were suspended for the duration of the pending transactions.
DoubleVerify's 8-K updates its merger proxy with the status of regulatory reviews and legal matters for the pending merger with Parent, owner of The Nielsen Company (US), LLC. Antitrust reviews in Australia, Cyprus, Germany and Morocco are complete, subject to a 14-day Australian Competition Tribunal review period after the ACCC's determination is published. Two stockholder complaints and two demand letters allege disclosure deficiencies, and the company says it disputes them.
Germany cleared the merger on October 5, 2026; Cyprus on October 7; Australia's ACCC and Morocco's Competition Council on October 13, 2026.
Completion in Australia may occur only after a 14-calendar-day period following publication of the ACCC's determination, unless a review application is filed.
As of October 20, 2026, two complaints were filed by purported stockholders and two demand letters were received; none of the defendants has been served.
As of the filing, no executive officer has a post-closing employment or equity arrangement, and Parent has not said whether employees will receive post-closing employment arrangements.
DoubleVerify entered a merger agreement on August 6, 2026, with Neptune BidCo US Inc. and Wallace Merger Sub Inc., affiliates of the parent of Nielsen Company (US), LLC. If completed, each share would convert into the right to receive $13.60 in cash, and DoubleVerify would become a wholly owned subsidiary and be delisted from the New York Stock Exchange. The board unanimously recommended that stockholders approve the deal, which still requires a stockholder vote and regulatory clearance.
Merger consideration is $13.60 in cash per share, without interest and subject to required withholding.
Closing requires stockholder approval, a Hart-Scott-Rodino waiting period expiration and certain foreign clearances.
Termination fees are $60 million payable by DoubleVerify and $144 million payable by Parent in specified circumstances.
Equity commitments of $200 million from Elliott Investment Management affiliates and debt financing of approximately $1.8 billion support the deal.
DoubleVerify reported second-quarter 2026 revenue of $193.8 million, up 3%, and net income of $12.9 million, or $0.08 per diluted share, compared with $8.8 million, or $0.05, a year earlier. The same day, it entered a merger agreement under which Nielsen will acquire the company through Neptune BidCo US Inc., the parent company of Nielsen Holdings. DoubleVerify withdrew all previously issued financial outlook and guidance and suspended its earnings calls while the deal is pending, which reduces the financial visibility shareholders would otherwise have.
Q2 2026 revenue was $193.8 million, up 3%; activation revenue fell 1% to $107.7 million, while measurement revenue rose 6% to $66.8 million.
Net income was $12.9 million versus $8.8 million a year earlier; diluted EPS was $0.08 versus $0.05.
Adjusted EBITDA was $65.3 million, a 34% margin, versus $57.3 million a year earlier; the company reported $210 million in cash and no debt.
Merger agreement signed August 6, 2026 with Neptune BidCo US Inc.; all prior guidance withdrawn and the 4:30 p.m. Eastern earnings call canceled.
DoubleVerify reported first-quarter 2026 revenue of $180.8 million, up 10% from a year earlier, and net income of $6.4 million, compared with $2.4 million in the prior-year quarter. The company reiterated its full-year 2026 revenue outlook of $810 million to $826 million and gave second-quarter revenue guidance of $199 million to $205 million, but free cash flow was negative $6.4 million, down from $31.4 million a year earlier.
Revenue of $180.8 million, up 10% from $165.1 million; Measurement revenue rose 16% to $61.8 million
Net income of $6.4 million, or $0.04 per diluted share, versus $2.4 million, or $0.01, a year earlier
Adjusted EBITDA of $55.2 million, a 31% margin, up from $44.7 million and 27% a year earlier
Full-year 2026 revenue guidance of $810 million to $826 million reiterated; free cash flow was negative $6.4 million versus $31.4 million in Q1 2025
DoubleVerify reported fourth-quarter and full-year 2025 results, with full-year revenue up 14% to $748.3 million but net income down to $50.7 million from $56.2 million in 2024. The Board also approved a $300 million share repurchase program that replaces the November 2024 program, and the company guided 2026 revenue growth of 8% to 10%.
Full-year 2025 revenue of $748.3 million, up 14%; net income of $50.7 million versus $56.2 million in 2024, and diluted EPS of $0.30 versus $0.32.
Fourth-quarter 2025 revenue of $205.6 million, up 8%, with net income of $29.3 million.
2026 guidance: full-year revenue of $810 million to $826 million, up 8% to 10%, and adjusted EBITDA margin of about 34%.
Board approved a $300 million repurchase program, replacing the November 2024 program; it has no time limit and does not obligate the company to buy a specific number of shares.
DoubleVerify reported third-quarter 2025 revenue of $188.6 million, up 11% from a year earlier, with adjusted EBITDA of $65.9 million at a 35% margin. Net income fell to $10.2 million from $18.2 million, and diluted EPS was $0.06 versus $0.10. The company raised its full-year 2025 adjusted EBITDA margin guidance to approximately 33% from 32% and expects full-year revenue growth of approximately 14%.
Q3 2025 revenue of $188.6 million, up 11%; activation revenue $106.7 million, up 10%
Net income of $10.2 million versus $18.2 million in Q3 2024; diluted EPS $0.06 versus $0.10
Full-year 2025 adjusted EBITDA margin guidance raised to approximately 33% from 32%
Q4 2025 revenue guidance of $207 million to $211 million; adjusted EBITDA of $77 million to $81 million
DoubleVerify said Chief Commercial Officer Julie Eddleman will resign effective December 31, 2025, and Chief Growth Officer Steve Mougis will become Global Chief Commercial Officer on January 1, 2026. Eddleman will stay on as a consultant and Senior Advisor for about six months, and the company has also announced related commercial leadership appointments.
Julie Eddleman resigns as EVP and Global Chief Commercial Officer effective December 31, 2025; the 8-K cites pursuit of other interests, and the press release says she intends to retire.
Steve Mougis, Chief Growth Officer and at DV Commercial since 2012, assumes the Global Chief Commercial Officer role on January 1, 2026.
Eddleman's consulting term runs about six months from January 1, 2026, at $350 per hour, and either party can end it on 30 days' notice.
Gian LaVecchia will become Chief Revenue Officer, and Joris Stevens will join as SVP, Global Account Management.
DoubleVerify reported second-quarter 2025 revenue of $189.0 million, up 21% from a year earlier, with net income of $8.8 million compared with $7.5 million in the prior-year quarter. The company raised its full-year 2025 revenue growth guidance to approximately 15% and reaffirmed its adjusted EBITDA margin guidance of approximately 32%.
Q2 2025 revenue was $189.0 million, up 21%; Activation revenue rose 25%, Measurement 15%, and Supply-side 26%.
Q2 net income was $8.8 million, or $0.05 per diluted share, versus $7.5 million, or $0.04 per diluted share, a year earlier.
Q2 adjusted EBITDA was $57.3 million, a 30% margin, versus $46.8 million a year earlier.
Third-quarter 2025 guidance calls for revenue of $188 million to $192 million and adjusted EBITDA of $60 million to $64 million.
DoubleVerify entered into an amended and restated employment agreement with CEO Mark Zagorski, effective July 21, 2025, continuing his role as Chief Executive Officer. The agreement sets a $669,500 base salary, a target bonus of 100% of base salary, and time-vesting restricted stock units with a grant date fair value of $2,500,000, and it updates severance terms.
Base salary of $669,500 and target bonus equal to 100% of base salary
Time-vesting restricted stock units with a grant date fair value of $2,500,000
Severance if terminated without cause or for good reason: 12 months of base salary and two years of health benefits, plus 100% of target bonus if termination occurs on or after January 1 and before the prior-year bonus is paid
Agreement effective July 21, 2025; filed with 8-K dated July 23, 2025
DoubleVerify updated its guidance for the second quarter and full year 2025 in a press release furnished with an 8-K on June 11, 2025, the day of its Innovation Day event. The filing gives new ranges and growth figures but does not state the prior guidance, so the direction of the change cannot be determined from the filing.
Second quarter 2025 revenue guidance of $180 million to $184 million, a 17% year-over-year increase at the midpoint
Second quarter 2025 Adjusted EBITDA guidance of $52 million to $56 million, a 30% margin at the midpoint
Full-year 2025 guidance calls for revenue growth of approximately 13% year-over-year and an Adjusted EBITDA margin of approximately 32%
Innovation Day webcast scheduled for June 11, 2025, at 1:00 p.m. ET
DoubleVerify Holdings appointed Jennifer Storms, Chief Marketing Officer of NBCUniversal Television & Streaming, to its board effective June 2, 2025, filling an existing vacancy. The board also named her to the Nominating and Corporate Governance Committee and determined she is independent under New York Stock Exchange standards.
Storms was appointed effective June 2, 2025 and will serve as a Class I director with a term expiring at the 2028 Annual Meeting of Stockholders.
She joins the Nominating and Corporate Governance Committee, effective June 2, 2025.
Storms will receive the company's standard non-employee director compensation, prorated for her first year.
The company announced the appointment in a June 3, 2025 press release (Exhibit 99.1).
DoubleVerify reported first-quarter 2025 revenue of $165.1 million, up 17% from a year earlier, with activation revenue up 20% and supply-side revenue up 35%. Net income fell to $2.4 million from $7.2 million, and adjusted EBITDA rose to $44.7 million from $38.1 million, so revenue growth and GAAP profit moved in opposite directions. The company also guided second-quarter revenue to $169 million to $173 million and full-year 2025 revenue growth to approximately 10%.
Q1 2025 revenue was $165.1 million, up 17%; net income was $2.4 million versus $7.2 million a year earlier, and diluted EPS was $0.01 versus $0.04.
Adjusted EBITDA was $44.7 million, a 27% margin, compared with $38.1 million and 27% a year earlier.
Second-quarter 2025 guidance: revenue of $169 million to $173 million and adjusted EBITDA of $48 million to $52 million.
Acquired Rockerbox, Inc. on March 13, 2025, for $82.6 million, net of cash acquired; $140.0 million remained under the $200.0 million New Repurchase Program as of March 31, 2025.
DoubleVerify reported fourth-quarter 2024 revenue of $190.6 million, up 11% from a year earlier, but net income fell to $23.4 million from $33.1 million. The company also agreed to acquire Rockerbox for $85 million in cash and guided first-quarter 2025 revenue to $151 million to $155 million, with full-year 2025 revenue growth of about 10%. Shareholders see revenue growth alongside lower profit, plus a new acquisition that adds to the company's spending.
Q4 2024 revenue of $190.6 million, up 11%; Q4 net income of $23.4 million versus $33.1 million in Q4 2023
Full-year 2024 revenue of $656.8 million, up 15%; full-year net income of $56.2 million versus $71.5 million in 2023
Q1 2025 revenue guidance of $151 million to $155 million; full-year 2025 revenue growth of approximately 10%
Agreed to acquire Rockerbox, Inc. for $85 million in cash, subject to customary adjustments, announced February 26, 2025
DoubleVerify reported third-quarter 2024 results on November 6, 2024, with revenue up 18% to $169.6 million and net income of $18.2 million, compared with $13.3 million a year earlier. The company adjusted its full-year revenue growth midpoint to 16%, citing moderated brand spending during the U.S. election season and a slower ramp in social measurement adoption, while raising its adjusted EBITDA margin midpoint to 33% and authorizing $200 million in additional share repurchases.
Net income of $18.2 million vs. $13.3 million a year earlier; diluted EPS of $0.10 vs. $0.08.
Adjusted EBITDA of $60.2 million, a 35% margin, vs. $45.7 million and 32% a year earlier.
Full-year 2024 revenue guidance of $660 million to $666 million, with growth midpoint adjusted to 16%; adjusted EBITDA guidance of $218 million to $224 million, with a 33% margin at the midpoint.
New $200 million repurchase authorization, bringing total available for buybacks to $275 million as of November 6, 2024.
On August 12, 2024, DoubleVerify Inc. entered a credit agreement for a new $200.0 million senior secured revolving credit facility that replaces its existing revolver in full. The facility matures August 12, 2029, and the filing says it is guaranteed by DoubleVerify Holdings, Inc. and secured by assets of certain subsidiaries, but not by the parent company itself. The agreement includes covenants that restrict dividends, share repurchases, additional debt and acquisitions, and requires a maximum total net leverage ratio of 4.50:1.00.
$200.0 million senior secured revolving facility, with a letter of credit sublimit of up to $20.0 million, terminating August 12, 2029.
Replaces the existing revolving facility under a credit agreement dated October 1, 2020.
Interest at Term SOFR plus 2.00% to 2.75%, or ABR plus 1.00% to 1.75%, depending on total net leverage; commitment fee of 0.25% to 0.35%.
Maximum total net leverage ratio of 4.50:1.00 tested each quarter beginning with the quarter ending March 31, 2025; covenants limit dividends and share repurchases.
DoubleVerify reported second-quarter 2024 revenue of $155.9 million, up 17% year over year, and raised the midpoints of its full-year 2024 revenue and adjusted EBITDA guidance. Net income fell to $7.5 million from $12.8 million a year earlier, so revenue growth did not carry through to GAAP profit. The results were detailed in a press release attached as Exhibit 99.1 to the 8-K filed July 30, 2024.
Q2 revenue of $155.9 million, up from $133.7 million; net income of $7.5 million versus $12.8 million; diluted EPS $0.04 versus $0.07.
Adjusted EBITDA of $46.8 million, a 30% margin, compared with $40.0 million a year earlier.
Full-year 2024 guidance: revenue of $667 million to $675 million and adjusted EBITDA of $206 million to $214 million, with midpoints raised.
Repurchased $25 million of stock in Q2; $100 million remained available under the repurchase program as of July 30, 2024.
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