DV 10-K & 10-Q changes, risk factors and insider trading

If we fail to respond to technological developments ordevelopments, evolving industry standards,standards or shifting advertiser preference, our solutions may become obsolete or less competitive.

Our future success will dependdepends in part on our ability to develop new solutions and modify or enhance our existing platform in order to meet customer needs, maintain and add functionality and address technological advancements. To remain competitive, we will need to continuously maintain and upgrade our existing platform and develop new solutions that address evolving technologies, advertising strategies and standards across all major channels, formats and devices for digital advertising, including mobile, social, video, in-app, display and connected television, as well as across digital media buying platforms, such as programmatic, direct ad exchanges and trading networks. We may be unsuccessful in maintaining and upgrading our existing platform or identifying new solutions in a timely or cost-effective manner, or we may be limited in our ability to develop or market new or upgraded solutions due to patents held by others. In addition, any new product innovations may not achieve the market penetration or price levels necessary for profitability. Advancements in technology such as AI and machine learning are changing the way people work by automating tasks, enhancing communication, and improving decision-making processes, and our business may be harmed or we may face competitive disadvantage if we are slow to adopt these new technologies. If we are unable to develop timely enhancements to, and new features for, our existing platform or if we are unable to develop new solutions that align with advertiser demands as priorities shift or keep pace with rapid technological developments or changing industry standards, the solutions we deliver may become obsolete, less marketable and less competitive, and our business, financial condition and results of operations may be adversely affected. Moreover, advertisers have in the past and may in the future alter the mix of their advertising spend away from the open web and other channels towards platforms on which we offer more limited solutions or towards higher cost inventory that may result in lower impression volumes in response to these changes or as a result of shifting advertiser preference or the real or perceived impact of AI on the quality of inventory available to advertisers in certain channels. Further, if our existing and future product offerings fail to maintain or achieve Media Rating Council (“MRC”) or other industry accreditation standards, customer acceptance of our products may decrease. Any change in our clients digital ad spend in response to such factors could adversely affect our business, financial condition and results of operations.

The market for measurement, data analytics, performance solutions and authentication of digital advertising is competitive and evolving rapidly. As this market evolves, competition may intensify as existing companies expand their businesses and new companies and technologies enter the market, which could lead to commoditization and harm our ability to increase revenue and maintain profitability. Our success depends on our ability to retain and grow our existing customers and market and sell our platform and solutions to new customers. IfCompanies existinghave orin newthe companiespast and could in the future develop, market or offer competitive products, acquire one of our competitors orcompetitors, form a strategic alliance with one of our competitors or integration partners,partners or decrease their pricing. As a result, our ability to attract new customers or retain existing customers could be adversely impacted or we may need to reduce pricing to compete in the market and our results of operations could be harmed. Although no customer accounted for more than 10% of our revenue in 2024,2025, the loss of multiple customers or changes in spending patterns in certain industry verticals due to such changing conditions or renegotiated pricing for certain customers could adversely affect our business, financial condition and results of operations. In addition, we have partnerships with platforms to allow our customers to utilize our solutions, and these integration partners, some of which have significant market share in the segment in which they operate, have and could continue to develop products that compete with us. In addition, theseThese platform partners have significant control over how our solutions are provided on their platforms, may be able to provide differentiated data as part of their competitive solutions and, in many instances, are able to provide these competitive solutions at significantly lower rates or for free. We also maintain client relationships with such platforms as advertisers and any strain in our relationship with such partners could have adverse impact on revenue. Many of our relationships with advertisers are conducted through contractual arrangements with advertising agencies or in many cases, significant portions of customers’ ad spend are managed by these agencies, and these advertising agencies have significant control over what solutions will be used for advertisers’ campaigns. In some instances, these advertising agencies market or offer competitive products to ours and decisions by the advertising agencies to use solutions other than ours or any strain in our relationship with such agencies could have adverse impact on revenue. Our current and potential competitors may have more financial, technical, marketing and other resources, as well as longer operating histories and greater name recognition than we do. As a result, these competitors may be better able to respond quickly to new technologies or devote greater resources to the development, promotion, sale and support of their products and services. We cannot assure you that our customers will continue to use our platform or that we will be able to replace, in a timely manner or at all, departing customers with new customers that generate comparable revenue.

We believe that our ability to compete successfully in our market depends on a number of factors, both within and outside of our control, including: (i) the price, quality and effectiveness of our solutions and those of our competitors; (ii) our ability to retain and add new integration partners and the availability of our solutions on those platforms; (iii) the timing and success of new product introductions; (iv) our position as an independent third-party within the digital advertising ecosystem; (v) the emergence of new technologies; (vi) the number and nature of our competitors; (vii) the protection of our intellectual property rights; (viii) the adoption of new privacy standards or regulations; (ix) advertisers’ decisions to change advertising budgets or campaign strategies; and (ix) general market and economic conditions. The competitive environment has and could in the future result in price reductions that could result in lower profits and loss of market share. If we are unable to compete successfully against our current and future competitors, we may not be able to retain and acquire customers and our business, financial condition and results of operations could be adversely affected.

System failures, security breaches, cyberattacks or naturalother disastersunforeseen events could interrupt the operation of our platform and data centers and significantly harm our business, financial condition and results of operations.

Our success depends on the efficient and uninterrupted operation of our platform. A failure of our computer systems, or those of our demand-side integration partners, has in the past and could in the future impede access to our platform, interfere with our data analytics, prevent the timely delivery of our solutions or damage our reputation. In the future, we may need to expand our systems at a significant cost and at a more rapid pace than we have to date. We may be unable to provide our solutions on a timely basis or experience performance issues with our platform if we fail to adequately expand or maintain our system capabilities to meet future requirements. Any disruption in our ability to operate our platform will prevent us from providing the solutions requested by our customers and partners, which may damage our reputation and result in the loss of customers or integration partners and the imposition of penalties or other legal or regulatory action, and our business, financial condition and results of operations could be adversely affected.

In delivering our solutions, we are dependent on the operation of our data centers as well as those of third-party service providers whether in cloud or dedicated environments, which are vulnerable to damage or interruption from earthquakes, terrorist attacks, war, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our system and similar events. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of any issues or failures at our data centers (or the data centers of any of our third partythird-party vendors) have in the past and could in the future result in interruptions in the delivery of our solutions to our customers.

The risk of cyberattacks has also increased and will continue to increase in connection with geopolitical conflicts and wars (including Russia’s invasion of Ukraine and conflicts arisingin fromthe Hamas’Middle attack against IsraelEast). In light of these conflicts and wars, state-sponsored parties or their supporters may initiate retaliatory cyberattacks, and may attempt to cause supply chain disruptions, or to conduct other geopolitically motived retaliatory actions that may adversely disrupt or degrade our operations. State-sponsored parties have, and will continue, to conduct cyberattacks to achieve their goals that may include espionage, monetary gain, disruption, and destruction.

In addition, our ability to operate our platform and deliver our solutions may be interrupted by computer viruses, cyberattacks and security breaches. For example, unauthorized parties have in the past and may attempt in the future to gain access to our information systems and data. Outside parties have in the past and may also attempt in the future to fraudulently induce our employees or users of our platform to disclose sensitive information via illegal electronic spamming, social engineering, phishing, account takeovers, mobile phone malware and SIM card swapping, credential stuffing or other tactics. OurAlthough ITwe andmaintain securitya teamscyber regularlyrisk reviewmanagement ourprogram systemsas anddescribed securityin measures“Item and1.C. evaluateCybersecurity,” ways to enhance our processes and controls, including to protect against the increasing sophistication of cyberattacks fueled by emerging technologies like AI. Wewe cannot guarantee that a security incident will not occur or that any such incident will be detected or remediated in a timely manner. Any breach of our security measures or the accidental loss, inadvertent disclosure or unauthorized dissemination of proprietary information or sensitive, personal or confidential data about us, our employees or our customers or integration partners, including the potential loss or disclosure of such information or data as a result of hacking, fraud, trickery or other forms of deception, could expose us, our employees, our customers or our integration partners to risks of loss or misuse of this information. Any such breach, loss, disclosure or dissemination may also result in potential liability or fines, governmental inquiry or oversight, litigation or a loss of customer confidence, any of which could harm our business and damage our reputation, possibly impeding our ability to retain and attract new customers, and cause a material adverse effect on our operations and financial condition.

Certain of our third-party service providers and other vendors have access to portions of our IT system. Performance failures or acts of negligence by these service providersparties may cause material disruptions to our IT systems. For more information about the cybersecurity risk management program, refer to “Item 1C. Cybersecurity” in this Annual Report on Form 10-K.

Our solutions necessitate that demand- and supply-side advertising platforms, ad servers and social platforms accept and integrate with our technology. We have formed partnerships with these platforms to integrate our technology with their software, allowing our customers to utilize our solutions wherever they purchase or place an ad. These platforms may deploy code or change operations that may impact the platform or our solutions and functionality, which would have a significant effect on our ability to offer our solutions. Some of these integration partners have significant market share in the segment in which they operate. We can make no assurances that our existing integration partners will continue to, or that potential new integration partners will agree to, integrate our solutions. We also cannot assure you that our customers will continue to use our solutions available on these digital media platforms. Some of our integration partners have developed products that compete with us and that are able to be offered at substantially lower pricing or for free, and we cannot assure you that other partners will not also develop competing products in the future. If our customers stopped using our solutions on these digital media platforms or if our integration partners decide to cease integrating our solutions or require us to substantially change how our solutions are provided on these platforms, our business, financial condition and results of operations could be adversely affected. We pay commissions related to revenue share arrangements with demand-side platforms for customers that utilize our solutions to purchase or place an ad through these platforms, and the demand-side platforms could increase amount of commissions we pay for these revenue share arrangements and could increase our cost of revenue and adversely affect our financial condition.

Even if our integration partners continue their partnerships with us, we are continuously required to update and enhance our solutions to adapt to changes in software, networking, browser, and database technologies. For example, we may be required to make changes based on a unilateral change that an integration partner makes to its platform in order to integrate our solutions or to have the integration operate in the same manner that it did prior to the integration partner’s change. The integration partner’s change may cause a malfunction in the integration leading to a break in services.services or errors in our solutions. We cannot assure you that any updated solutions will be compatible or accepted by our integration partners.

Our business, financial condition and results of operations could also be adversely affected by social issues or disruptions. For example, if there is public disapproval or boycotting of a specific platform, our ability to optimize ad placement or to forecast usage may be impacted based on unforeseen trends or events. Additionally, how we categorize specific sites in the course of our normal business operations could exposeexposes us to risks from publishers or advertisers who may disagree with our categorizations and incur negative ramifications if they believe their ads were monetarily contributing to websites that contribute to or otherwise appear alongside content they deem objectionable. If publishers or advertisers believe our categorizations are faulty or unreliable, they may decrease or cease to use our solutions, which could affect our business, financial condition and results of operations.

In addition, we rely on our demand-sidedemand-side, social and socialother integration partners to report to us on the usage of our solutions on their platforms, as well as revenue generated on their platforms. Any financial, technical or other difficulties our integration partners face may negatively impact our business, as a significant portion of our revenue depends on customers using our solutions on these digital media platforms, and we are unable to predict the nature and extent of any such impact. Our integration partners exercise significant control over our solutions on their platforms, which increases our vulnerability to problems with the services they provide and our reliance upon them for accurate data and revenue reporting. Any errors, failures, interruptions or delays experienced in connection with our integration partners could adversely affect our business, reputation and financial condition.

Our business depends on the demand for digital advertising measurement and authentication and on the overall economic health of our customers and integration partners. There is no assurance the digital advertising market will experience the growth we anticipate. The health of the digital advertising market and the related measurement and authentication sector is affected by many factors. Current or future economic downturns or unstable market conditions in the markets and geographies that we currently serve, and associated macroeconomic conditions such as high inflation rates, high interest rates, recessionary fears, tariffs, changes in foreign currency exchange rates, thefuture conditions caused by the 2019 novel coronavirus or other futurewidespread health pandemics and the impact of geopoliticalpolitical instability in many parts of the world, mayhave in the past and could in the future make it difficult for our customers and us to accurately forecast and plan future business activities, and could cause our customers to decrease their advertising budgets or slow the growth of their digital ad spend, which could adversely affect our business, financial condition and results of operations. As we explore new countries to expand our business, economic downturns or unstable market conditions for geo-political or other reasons in any of those countries could result in our investments not yielding the returns we anticipate.

The macroeconomic conditions described above mayhave in the past and could in the future affect how our customers conduct their businesses and adversely affect our customers’ willingness to utilize our solutions and delay prospective customers’ purchasing decisions. Our customers mayhave in the past and could in the future decrease their overall advertising budgets as a response to economic uncertainty, a decline in their business activity, and other macroeconomic impacts on their business or industry. Although our clients are diversified across all major industry verticals, including consumer packaged goods, financial services, telecommunications, technology, automotive and healthcare, clients in the eventsame weor related industries have clientsin concentratedthe past and could in athe particularfuture industry,be impacted by macroeconomic or business conditions, resulting in harm to our business, reputation, financial condition and operating results could be harmed.results.

We have completed several strategic acquisitions, including of Rockerbox in 2025, Scibids in 2023, Outrigger Media, Inc. (d/b/a "“OpenSlate"”) and Meetrics GmbH ("“Meetrics"”) in 2021, Ad-Juster Inc. ("Ad-Juster") and Zentrick NV ("Zentrick") in 2019 and Leiki Oy in 2018.2021. As part of our growth strategy, we regularly evaluate and may consummate additional acquisitions in the future to enhance our technology platform, expand our product offerings, broaden our geographic footprint, or for other strategic reasons. We also may evaluate and enter into discussions regarding an array of potential strategic investments, including acquiring complementary products or technologies. Our recent acquisitions and any future acquisitions or investments may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties integrating the business, technologies, products, personnel or operations of an acquired company, and we may have difficulty retaining the customers or employees of any acquired business due to changes in management and ownership. An acquisition may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing growth and development of our business. Moreover, we cannot assure you that the anticipated benefits of an acquisition or investment would be realized in a timely manner, if at all, or that we would not be exposed to unknown costs and liabilities. Acquisitions involve numerous risks, any of which could harm our business and financial performance, including:

We have a large and diverse customer and integration partner base. At any given time, one or more of ourOur customers or partners have in the past and may in the future experience financial difficulty, file for bankruptcy protection or cease operations. Unfavorable economic and financial conditions could result in an increase in customer or partner financial difficulties which could adversely affect us. In addition, we rely on data from third parties to invoice our clients. Our clients have in the past, and may in the future, dispute the way we calculate billing for our solutions or the data on which rely to calculate billing. If we are unable to resolve such disputes, we may lose clients or clients may decrease their use of our solutions and our financial performance and growth may be adversely affected. The direct impact on us could include reduced revenues and write-offs of accounts receivable and expenditures billable to customers, and if these effects were severe enough, the indirect impact could include impairments of intangible assets and reduced liquidity. Furthermore, the payment risks we face are heightened since (i) our programmatic and certain other partners collect payments from all of our advertiser customers utilizing their platform and remit to us such amounts on behalf of these advertiser customers and (ii) media agencies pay us on behalf of multiple customers who utilize them, each of whom are subject to independent billing and payment risks as well. Although no customer accounted for more than 10% of our revenue in 2024,2025, two programmatic partner platforms collected approximately 22%24% and 14%12% each of our total revenue in 20242025 on behalf of our advertiser customers using their platforms.

In addition, each of our customers and integration partners may have differentvarying payment methods and cycles. The timing of receipt of payment from our customers and integration partners may impact our cash flows and working capital.

The technology underlying our platform may contain material defects or errors and are subject to certain technological or scale limitations. In addition, the data or signals from our integration partners have in the past and could in the future be inaccurate and cause errors in our technology. Clients, partners and third-party industry participants have in the past and could in the future publicize defects, errors or limitations in our technology (whether actual, manufactured or perceived). If the data analytics we deliver to our customers are inaccurate or perceived to be inaccurate, due to defects, errors or limitations in our technology,technology or otherwise, our business may be harmed. Any inaccuracy or perceived inaccuracy in the solutions we provide could lead to consequences that adversely impact our business, financial condition and results of operations, including:

We depend on our senior management team and other key personnel to manage our business effectively, and if we are unable to retain such key personnel or hire additional qualified personnel, our ability to compete could be harmed.

Our future success also depends on our ability to retain, attract and motivate highly skilled technical, managerial, marketing and customer service personnel. We have increased the size of our workforce by more than 32%11% since the beginning of 20232024 to 1,1971,231 employees and expect to continue to grow in the near term. We may incur significant costs to attract and retain qualified employees, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards. Providing equity compensation to employees through our equity compensation program is critical to maintaining our attractiveness as an employer in the technology industry. If there is volatilityVolatility in our stock price, or new regulations relating to employee equity compensation, ithas in the past and may in the future harm our ability to attract and retain qualified employees. New regulations that prohibit the use of certain restrictive covenants in agreements with our employees could impact our ability to retain existing employees. Further, new employees often require significant training and we may lose new or existing employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. In addition, changes to labor and immigration laws and regulations may adversely affect our access to technical and professional talent.

There are a growing number of data privacy and protection laws and regulations in the digital advertising industry that apply to our business. We have dedicated, and expect to continue to dedicate, significant resources in our efforts to comply with such laws and regulations. For example, we have implemented policies and procedures to comply with applicable data privacy laws and regulations, we complete several external privacy-related audits each calendar year and we rely on contractual representations made to us by customers and partners that the information they provide to us and their use of our solutions do not violate these laws and regulations or their own privacy policies. However, the application, interpretation and enforcement of these laws and regulations are often uncertain and continue to evolve, particularly in the new and rapidly evolving industry in which we operate, and mayhave in the past and could in the future be interpreted and applied inconsistently between states within a country or between countries,countries or be interpreted in a way inconsistent with our or industry standard practice and our current policies and practices may be found not to comply, which could subject us to legal or regulatory action. Additionally, if our customers and partners’ representations are false or inaccurate, or if our customers and partners do not otherwise comply with applicable privacy laws, we could face adverse publicity and possible legal or regulatory action. Conversely, our partners and communications services providers have adopted their own policies based on their own perceptions of legal requirements or other policy determinations, and these policies have in the past temporarily prevented us, and may again in the future prevent us, from operating on their platforms and possibly result in loss of business or litigation. Any perception of our practices, platform or solutions delivery as a violation of privacy rights may subject us to public criticism, loss of customers or partners, class action lawsuits, reputational harm, or investigations or claims by regulators, industry groups or other third parties, all of which could significantly disrupt our business and expose us to liability in ways that negatively affect our business, results of operations and financial condition.

In addition, U.S. and foreign governments have enacted or are considering enacting new legislation related to privacy, data protection, data security and digital advertising and we expect to see an increase in, or changes to, legislation and regulation that affects our industry. For example, the EU GDPR, which became effective on May 25, 2018, and has resulted and will continue to result in significantly greater compliance burdens and costs for companies with users and operations in the EU and European Economic Area (“EEA”). In addition, the UK GDPR, which became effective in January 2021, imposes similar requirements as the EU GDPR. Under the EU GDPR and UK GDPR, fines of up to 20 million Euros or 17.5 million Pounds, respectively, or up to 4% of the annual global revenues of the infringing party, whichever is greater, can be imposed for violations. The EU GDPR and UK GDPR impose several stringent requirements for controllers and processors of personal data and could make it more difficult and/or more costly for us to use and share personal data. In addition, the CCPA, which went into effect on January 1, 2020, limits how we may collect and use personal data. The effects of the CCPA potentially are far-reaching and may require us to modify our data processing practices and policies and incur substantial compliance-related costs and expenses. In November 2020, California voters passed the CPRA, which expands the CCPA with additional data privacy compliance requirements that went into effect in 2023 and may impact our business, and establishes a regulatory agency dedicated to enforcing those requirements. Other states have also recently introduced or enacted comprehensive consumer privacy laws that broadly protect personal data, including the right to opt out of targeted advertising and certain profiling activities, and more states are expected to follow. It remains unclear how various provisions of the CCPA, CPRA and other state laws will be interpreted and enforced. Further, the COPPA applies to websites and other online services that are directed to children under thirteen (13) years of age and imposes certain restrictions on the collection, use and disclosure of personal information from these websites and online services. The FTC amended the COPPA Rule in 2025, which enhanced those protections, including requiring additional parental consent to disclose children’s personal information to third-party companies related to targeted advertising or other purposes. The Data Privacy Framework, or DPF, recentlyadopted adoptedin July 2023 by the EU, UK and Switzerland to support data transfers to the United States, which DV relies on, has been challenged by European privacy activists. Additionally, as backup should the DPF be invalidated, with respect to our core software we rely on a data transfer mechanism called Standard Contractual Clauses that has also been subjected to regulatory and judicial scrutiny, although they remain valid. In 2022, EU and U.S. officials announced that an agreement had been reached on a framework for data transferred from the EU to the United States referred to as “Privacy Shield 2.0”, but it has not yet been officially adopted by the European Union. The continued uncertainty around the feasibility of onward transfers from the EU to the United States has the potential to adversely affect our operations and business. These and other data privacy laws and their interpretations continue to develop and may be inconsistent from jurisdiction to jurisdiction. Noncompliance with these laws could result in penalties or significant legal liability. Our efforts to comply with all applicable laws and regulations may be ineffective, and there can be no assurance that we will not be subject to regulatory action, including fines, in the event of an incident.incident or other perceived noncompliance. We or our third-party service providers could be adversely affected if legislation or regulations are expanded to require changes in our or our third-party service providers’ business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our or our third-party service providers’ business, results of operations or financial condition. These federal, state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are increasingly restricting the collection, processing and use of personal data.

Our business depends, in part, on the demand for digital advertising technology. The digital advertising industry has been and may in the future be subject to reputational harm, negative media attention and public complaint relating to, among other things, the alleged lack of transparency and anti-competitive behavior among advertising technology companies.companies, data collection practices, as well as the impact of advertisers’ choices to advertise or refrain from advertising with certain publishers. This public criticism has in the past and could in the future result in increased data privacy, anti-trust and other regulation in the digital advertising industry in the U.S. and internationally. In addition, our solutions are delivered in web browsers, mobile apps and other software environments where online advertising is displayed, and certain of these environments have previously announced future plans to phase out or end the use of cookies and other third-party tracking technology on their operating systems in order to provide more consumer privacy. While our core technology and solutions do not rely on persistent identifiers or cookie-based or cross-site tracking, theseany similar future changes and other updates to software functionality in these environments could hurt our ability to effectively deliver our solutions and make them less effective if our solutions are restricted from operating. Moreover, in response to these changes, advertisers may alter the mix of their advertising spend towards platforms on which we offer more limited solutions or towards higher cost inventory that may result in lower impression volumes. WeAdvertisers have also experiencedcontinued significant growth in social media-related revenues and generate significant revenue from theto use of our solutions on social media platforms, which such platforms have been and may in the future be the subject of avoidance campaigns or similar events, including ad boycotts on Facebook and X. Additionally, social media platforms have been subject to regulatory scrutiny in various countries and jurisdictions, including the U.S., which has in the past and could in the future result in the use of certain social media platforms being banned in those locations. Any change or decrease in the demand for digital advertising, including on social media platforms as a result of avoidance campaigns or similar events, may negatively affect the demand for and use of our solutions. If our customers significantly reduce or eliminate their digital ad spend in response to the public criticism of the digital advertising industry or its related effects, our business, financial condition and results of operations could be adversely affected.

In addition, we have a research and development center located in Tel Aviv, Israel, with a significant presence of software and data engineers and employees focused on product development. OnThe October 7, 2023, the Hamas terrorist organization launched attacks against Israel, and conflict and disruption in the region is ongoing. Theongoing war between Israel and Hamas could result in disruptions to our business operations in addition to unstable market conditions, which could adversely affect our business, financial condition and results of operations. We have no way to predict the progress or outcome of the war between Israel and Hamas or its impacts in the region as the conflict and government reactions are rapidly developing.

Seasonal and other fluctuations in advertising activity could have a negative impact on our revenue, cash flow and operating results.

Our revenue, cash flow, operating results and other key operating and performance metrics has in the past and may in the future vary from quarter to quarter due to the seasonal or fluctuating nature of our customers’ spending on advertising campaigns. For example, advertisers typically allocate the largest portion of their media budgets to the fourth quarter of the calendar year in order to coincide with increased holiday purchasing. As a result, the fourth quarter of the year typically reflects our highest level of measurement activity while the first quarter reflects the lowest level of such activity. Further, advertisers have in the past and may in the future fluctuated their spend due to campaign strategy, budget considerations, macroeconomic conditions and other considerations and these changes in spend have and may in the future negatively impact our financial results. Our historical revenue growth has masked the impact of seasonality, but if our growth rate declines or seasonal spending becomes more pronounced, seasonality could have a more significant impact on our revenue, cash flow and operating results from period to period.

We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions as a result of the international scope of our operations and our corporate entity structure. Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation thereof, in any applicable jurisdiction, could have a material and adverse effect on our business, financial condition or results of operations. For example, the Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project, which could change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business and also defines a global minimum tax, calling for the taxation of large multinational corporations at a minimum rate of 15%. While the changes from these rules have not impacted our business, financial condition or results of operations to date, they could increase our effective tax rate and cash tax payments in future periods. Further, several jurisdictions have proposed or enacted taxes applicable to digital services, which include business activities on digital advertising and which may increase our tax obligations in such jurisdictions. In addition, the tax authorities in any applicable jurisdiction, including the U.S., mayhave in the past and could in the future disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions.transactions, such as positions regarding the collection of sales taxes and the jurisdictions in which we are subject to taxes, resulting in penalties, increased tax liability for us or our customers or other adverse impact to our financial condition.

Our results of operations may fluctuate as a result of a variety of factors, many of which are outside of our control. If ourOur revenues or results of operations dohave notin the past and could in the future fail to meet the expectations of securities analysts or investors, resulting in the decline of the price of our common stock could decline.stock. Factors that have in the past and may in the future cause fluctuations in our revenues or results of operations include:

Our impairment analysis is sensitive to changes in key assumptions used in our analysis, such as expected future cash flows. Additionally, changes in our strategy or significant technical developments could significantly impact the recoverability of our intangible assets. If the assumptions used in our analysis are not realized, it is possible that an impairment charge may need to be recorded in the future. We did not identify any impairments of goodwill or long-lived assets for the years ended December 31, 2025, December 31, 2024 and December 31, 2023. We identified an impairment of long-lived assets of $1.5 million for the year ended December 31, 2022. We cannot predict the amount and timing of any future impairment of goodwill or other intangible assets.

The New Revolving Credit Facility also contains covenants requiring the Credit Group a maximum total net leverage ratio of 4.50x as at the last day of each fiscal quarter (commencing with the fiscal quarter ending March 31, 2025).quarter. The Credit Group’s ability to meet such financial ratio can be affected by events beyond our control, and we cannot assure you that the Credit Group will meet any such ratios in the future.

The market price of our common stock mayhas in the past and could in the future fluctuate significantly based on a number of factors that are outside of our control. Among theSuch factors that could affect our stock price areinclude:

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more researchResearch analysts downgradeshave in the past and could in the future downgrade our stock or publishespublish misleading or unfavorable research about our business, resulting in a decline in our stock price would likely decline.price. If one or more of the analysts ceases coverage of our common stock or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our common stock price or trading volume to decline.

We could be the subject of securities class action or other litigation due to future stock price volatility, which could divert management’s attention and materially and adversely affect our business, financial condition, results of operations or cash flows.

The stock market in general, and market prices for the securities of companies like ours in particular, have from time to time experienced volatility that often has been unrelated to the operating performance of the underlying companies. A certain degree of stock price volatility can be attributed to being a newly public company. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our operating performance. In certain situations in which the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock.stock and we have in the past been subject to such or similar litigation. If any of our stockholders were to bring a similar lawsuit against us,us in the future, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and could materially and adversely affect our business, financial condition, results of operations or cash flows.

Our softwaresolutions platform isare integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels, and digital publishers. We deliver unique data analytics through our customer interface, DV Pinnacle, to provide detailed insights into our customers’ media performance on both direct and programmatic media buying platforms and across all key digital media channels, formats, and devices, with coverage spanning 110 countries where our customers activate our solutions. Our customers include many of the largest global advertisers and digital ad platforms and publishers. We provide a consistent, cross-platform measurement standard across all major forms of digital media, making it easier for advertisers and supply-side customers to benchmarkassess performance across all of their digital ads and optimize business outcomes in real-time.

Our company was founded in 2008 and introduced our first brand safety and suitability solution in 2010. We launched our first viewability and fraud solutions in 2013 and 2014, respectively. As the global digital advertising market has evolved, we have continued to expand our measurement capabilities and market coverage through new product innovation, increasing our international footprint and new platform partnerships. We introduced our first programmatic platform integrations in 2015, followed by our inaugural social media platform partnership in 2017, and expanded further with the launch of our CTV certification program in 2020.

We derive revenue primarily from our advertiser customers based on the volume of media transactions, or ads, that our softwaresolutions platform measuresmeasure (“Media Transactions Measured”). Advertisers utilize the DV Authentic Ad, our definitive metric of digital media quality, to evaluate the existence of fraud, brand safety,suitability, viewability and geography for each digital ad. Advertisers pay us an analysis fee (“Measured Transaction Fee”) per thousand impressions based on the volume of Media Transactions Measured on their behalf. The price of most of our solutions is fixed. On platforms that charge based on percent of media spend, our pricing includes caps which effectively mirror our standard fixed fees.

We maintain an expansive set of direct integrations across the entire digital advertising ecosystem, including with leading programmatic, CTV, and social platforms, and CTV, which enable us to deliver our metrics to the platforms where our customers buy ads. Further, our solutions are not reliant on any single source of impressions and we can service our customers as their digital advertising needs change. In each of 2025 and 2024, we estimate that approximately 44% and 56% of Media Transactions Measured within post-campaign measurement were for display and for video ad formats, respectively. In 2023, approximately 52% and 48% of Media Transactions Measured were for display and for video ad formats, respectively. In 2024,2025, we estimate that approximately 77%,74%, 12%14% and 11%12% of Media Transactions Measured within post-campaign measurement were for mobile, desktop, and CTV devices, respectively. In 2023,2024, approximately 78%,77%, 17%12% and 5%11% of Media Transactions Measured were for mobile, desktop, and CTV devices, respectively. For the years ended December 31, 2024 and December 31, 2023, 9% and 8% of our revenue, respectively, was generated from our supply-side customers to validate the quality of their ad inventory. We generate revenue from supply-side customers based on monthly or annual contracts with minimum guarantees and tiered pricing when guarantees are met.

We believe that there are meaningful long-term growth opportunities within the digital advertising market. We plan to continue to invest in new performance and protection solutions that increase our value proposition to customers and expand our capabilities across new and growing digital media environments, channels and devices, including CTV, new mobile apps and other emerging areas of digital ad spend. We plan to continue to invest in sales and marketing to grow our existing customer relationships and acquire new customers. In addition, we have completed sixseven acquisitions since 2018 and maintain an active pipeline of potential M&A targets and intend to continue evaluating add-on opportunities to bolster our current solutions suite and complement our organic growth initiatives.

Growth of Existing Customers.Customers and Customer Acquisitions. We aim to increase the adoption of our solutions among existing customers and acquire new customers in diversified industries. Our customers include many of the largest digital advertisers in the world and we have maintained exceptional customer retention with gross revenue retention rates of over 95% in each of the years ended December 31, 20242025 and 2023.2024. We define our gross revenue retention rate as the total prior year revenue earned from advertiser customers, less the portion of prior year revenue attributable to lost advertiser customers, divided by the total prior year revenue from advertiser customers, excluding a portion of our revenues that cannot be allocated to specific advertiser customers. Gross retention rates demonstrate strength in underlying business, recurring business profile, level of client satisfaction and lack of churn. We expect to continue to grow with our existing customers as they increase their spend on digital advertising and as we introduce new solutions across key channels, formats, devices and geographies. We have generated strong historical net revenue retention rates, with 109% for the year ended December 31, 2025 and 112% for the year ended December 31, 2024 and 124% for the year ended December 31, 2023.2024. We define our net revenue retention rate as the total current period revenue earned from advertiser customers, which were also customers during the entire most recent twelve-month period, divided by the total prior year period revenue earned from the same advertiser customers, excluding a portion of our revenues that cannot be allocated to specific advertiser customers. Net retention rates demonstrate strength in underlying business, recurring business profile, level of client satisfaction and lack of churn. Limitations for these metrics include limiting their usefulness as a comparative measure and the metrics not being the best indicator of our cash flows or future operating results. You should compensate for these limitations by relying primarily on the Company’s GAAP results and using the non-GAAP financial measures only supplementally.

New Geographies. Our customer base is predominately U.S.-based today. We intend to continue to grow our presence in international markets in order to meet the needs of our existing customers and accelerate new customer acquisition in key geographies outside of North America. With offices or commercial operations in 3132 locations across 2526 countries, our expansion to new geographies has helped us to win the international business of our existing customers and to establish relationships with some of the world’s largest international advertisers. As of December 31, 2024,2025, 499512 of our employees were based outside of the Americas.

Our customers use our solutions to measure the effectiveness of their digital advertisements. We generate revenue from our advertising customers based primarily on the volume of Media Transactions Measured onby our software platform,solutions, and for supply-side customers, based on contracts with minimum guarantees or contracts that have tiered pricing after minimum guarantees are achieved.

For the years ended December 31, 20242025 and 2023,2024, we generated 91%90% and 92%91% of our revenue, respectively, from advertiser customers. Advertisers can purchase our solutions through programmatic andprogrammatic, 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 andpublishers, 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. We have long-term relationships with many of our customers, with an average relationship of approximately eightnine years for our top 25, 50 and 75 customers, and ongoing contractual agreements with a substantial portion of our customer base.

For the years ended December 31, 20242025 and 2023,2024, we generated 9%10% and 8%9% 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. 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 twelveone months.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.

Cost of revenue. Cost of revenue consists primarily of costs from revenue-sharing arrangements with our partners, platform hosting fees, data center costs, software and other technology expenses, other costs directly associated with data infrastructure, and personnel costs, including salaries, bonuses, stock-based compensation and benefits, directly associated with the support and delivery of our softwarecustomer platforminterface, DV Pinnacle, and data solutions.

Interest expense. Interest expense consists primarily of the amortization of debt issuance costs, commitment fees associated with the unused portion of the New Revolving Credit Facility and the Company’s prior senior secured revolving credit facility, dated as of October 1, 2020 (the “Prior Revolving Credit Facility”), interest on balances that were outstanding under the Prior Revolving Credit Facility and interest on finance leases. The New Revolving Credit Facility bears interest at an option of Secured Overnight Financing Rate (“SOFR”) or Alternate Base Rate (“ABR”) plus an applicable margin per annum. See “Liquidity and Capital Resources—Debt Obligations.”

Other income, net. Other income, net consists primarily of interest earned on interest-bearing monetary assets,assets and gains and losses on foreign currency transactions, and change in fair value associated with contingent consideration related to our acquisitions.transactions.

Activation revenue increased by $44.2$54.2 million, or 13%,15%, driven primarily by new customers activating our core programmatic solutions, including Scibids, as well as greater adoption of our Authentic Brand SuitabilitySuitability, (ABS)core solution.programmatic solutions and social media solutions.

Measurement revenue increased by $28.9$22.8 million, or 15%,10%, driven primarily by greater adoption of our social measurement solutions across emerging platforms and formatsCTV includingsolutions, short-formas video.well as the addition of Rockerbox.

Supply-side revenue increased by $11.2$14.4 million, or 25%, driven primarily by an increase in revenuegrowth from both existing and new platform customers, as well as the addition of new publisher customers.

Cost of revenue increased by $9.9$17.0 million, or 9%,15%, from $106.6 million in the year ended December 31, 2023 to $116.5 million in the year ended December 31, 2024.2024 to $133.5 million in the year ended December 31, 2025. The increase was due primarily to growth in Activation revenue which droveled increasesto inincreased partner costs from revenue-sharing arrangements, as well as investmentshigher in clouddata services to provide the scale and flexibilityhosting necessaryexpenses due to supportincreased future growth.volume.

Sales, marketing and customer support expenses increased by $41.6$23.3 million, or 33%,14%, from $126.0 million in the year ended December 31, 2023 to $167.5 million in the year ended December 31, 2024.2024 to $190.8 million in the year ended December 31, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation and sales commissions, of $32.2$18.4 millionmillion, toan supportincrease salesin andthird accountparty managementprofessional efforts globally, and drive continued expansion with existing and new customers. Personnel travel and entertainment expensesfees to support marketing and sales activities increasedof $3.1$1.6 million, and an increase in marketing activities, including advertising, promotions, events and other activities, increasedof $1.0$0.6 million.

General and administrative expenses increased by $4.2$17.6 million, or 5%,19%, from $88.0 million in the year ended December 31, 2023 to $92.1 million in the year ended December 31, 2024.2024 to $109.7 million in the year ended December 31, 2025. The increase was due primarily to ana $11.3 million increase in personnel costs, including stock-based compensation, ofa $9.1$3.7 million, and anmillion increase in third party professional feesfees, $3.5 million of $0.9third million,party legal fees related to litigation and regulatory matters outside of the ordinary course, and $1.1 million of third party professional services related to the acquisition of Rockerbox and our broader acquisition strategy, partially offset by a reduction$1.8 million decrease in bad debt expenses of $5.1 million primarily related to acollection reserve established in the prior year in connection with outstanding amounts owed to the Company by its activation partner, MediaMath Holdings, Inc., which filed for Chapter 11 bankruptcy protection on June 30, 2023, and a decrease in general corporate insurance costs of $1.2 million.activities.

Depreciation and amortization increased by $4.3$11.4 million, or 11%,25%, from $40.9 million in the year ended December 31, 2023 to $45.2 million in the year ended December 31, 2024.2024 to $56.6 million in the year ended December 31, 2025. The increase was due primarily to anhigher increaseamortization inof capitalizedinternally developed software development costs and an increase in intangible assets related to the acquisitionamortization of Scibids.acquired intangibles from Rockerbox.

Interest expense wasincreased materiallyby unchanged$0.6 atmillion, from $1.1 million in the yearsyear ended December 31, 20232024 andto $1.7. million in the year ended December 31, 2024.2025.

Other income, net decreased by $3.7$2.2 million, from $11.2 million in the year ended December 31, 2023, to $7.5 million in the year ended December 31, 2024.2024, to $5.2 million in the year ended December 31, 2025. The decreasechange was due primarily due to a $4.3 million increasedecrease in lossesinterest earned on interest-bearing monetary assets, partially offset by gains from changes in foreign exchange rates, partially offset by an increase in interest income earned on monetary assets.rates.

Income tax expense increaseddecreased by $8.1$0.5 million, from $24.4 million in the year ended December 31, 2023 to $32.6 million in the year ended December 31, 2024.2024 to $32.1 million in the year ended December 31, 2025. The increasedecrease was due primarily to anincreased increaseR&D intax credit and foreign derived intangible income deductions with partly offsetting increases to certain unfavorable permanent tax adjustments, including non-deductible executive compensation and stock-based compensation.

Our operations are financed primarily through cash generated from operations. As of December 31, 2025, the Company had cash and cash equivalents of $259.0 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $138.7 million. As of December 31, 2024, the Company had cash and cash equivalents of $292.8 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $162.7 million. As of December 31, 2023, the Company had cash of $310.1 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $139.0 million.

On August 12, 2024, the Company entered into the Credit Agreement providing for the New Revolving Credit Facility with available borrowings of $200.0 million, which matures on the Revolving Termination Date. Subject to certain terms and conditions, the Company is entitled to request incremental facilities (including term, revolving and/or letter of credit facilities.facilities). The New Revolving Credit Facility replaces in full the Company’s Prior Revolving Credit Facility.

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.

The New Revolving Credit Facility also requires us to remain in compliance with acertain maximumfinancial totalratios. netDoubleVerify, leverageInc. ratiowas in compliance with all covenants under the New Revolving Credit Facility as of 4.5x as at the last day of each fiscal quarter, which will officially commence with the fiscal quarter ending MarchDecember 31, 2025.

On May 16, 2024, the Company announced that its Board of Directors (the “Board”) authorized the repurchase of up to $150.0 million of the Company’s outstanding common stock (the “Repurchase Program”). UnderOn theNovember Repurchase6, Program,2024, the Company mayannounced that the Board authorized the repurchase of up to an additional $200.0 million of the Company’s outstanding common stock (the “New Repurchase Program”). Both programs allow the Company to repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. TheNeither Repurchaseprogram Program does not obligateobligates the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. Repurchases under the Repurchase Program commenced in June 2024.

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 year ended December 31, 2025, the Company repurchased an additional 1.1 million shares for $22.2 million, utilizing the remaining authorization under the Repurchase Program.

InRepurchases Januaryunder the New Repurchase Program commenced in March 2025. During the year ended December 31, 2025, the Company repurchased 1.17.3 million shares of its common stock for an aggregate repurchase amount of $22.2 million. As of February 27, 2025, the $150.0$110.1 million authorized for repurchase under the New Repurchase Program was fully utilized.Program.

During the year ended December 31, 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 FebruaryDecember 27,31, 2025, $200.0$90.0 million remained available and authorized for repurchase under the New Repurchase Program.

For Measurement revenue, our contracts with our customers typically consist of the various ad measurement solutions that we offer. Included in these solutions is access to our softwarecustomer platforminterface, DV Pinnacle, that allows customers to access and manage their data related to our solutions. We deliver our solutions together when media transactions are measured and primarily charge a contractually fixed Measured Transaction Fee per 1,000 impressions on the number of Media Transactions Measured. We recognize revenue over time when we satisfy a performance obligation by transferring promised services to a customer.

For Supply-side revenue, we offer to our supply-side platform partners arrangements to measure all ads on their platform. These arrangements are typically subscription-based with minimum guarantees, and are recognized on a straight-line basis over the term of the contract, generally spanning from one to threetwo 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. Overages give rise to variable consideration that is allocated to the distinct periods to which the overage relates.

The Company has a single reporting unit. The Company’s review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative goodwill impairment test, which compares the fair value of the reporting unit with its carrying amounts. There are many assumptions and estimates used that directly impact the results of impairment testing, including an estimate of future expected revenues, net income, earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA margins and cash flows, useful lives, discount rates and an estimate of value using multiples derived from the stock prices of publicly traded guideline companies applied to such expected cash flows and market approaches in order to estimate fair value. The determination of whether or not goodwill or indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions and estimates underlying the approach used to determine the value of our reporting unit. Changes in our strategy or market conditions could significantly impact these judgments and require an impairment to be recorded to intangible assets and goodwill. As of October 1, 2024,2025, there were no impairment indicators of goodwill, with no impairment indicators present as of December 31, 2024.2025. For each of the years ended December 31, 20242025 and December 31, 2023,2024, there were no impairments related to our intangible assets.

There have been no material changes to the risk factors described in the section titled “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2025.2025, except for the additional risks noted below:

Our customers use our solutions to measure the effectiveness of their digital advertisements. We generate revenue from our advertising customers based primarily on the volume of Media Transactions Measured by our solutions, and for supply-side customers, based on contracts with minimum guarantees or contracts that have tiered pricing after minimum guarantees are achieved. Our existing customer base has remained largely stable, and our gross revenue retention rate was over 95% for the three months ended MarchJune 31,30, 2026. We define our gross revenue retention rate as the total prior period revenue earned from advertiser customers, less the portion of prior period revenue attributable to lost advertiser customers, divided by the total prior period revenue from advertiser customers, excluding a portion of our revenues that cannot be allocated to specific advertiser customers.

For each of the three monthsmonth and six month periods ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, weadvertiser generatedcustomers accounted for 90% and 91% of our revenuerevenue, from advertiser customers.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.

For each of the three monthsmonth and six month periods ended MarchJune 31,30, 2026 and MarchJune 31,30, 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.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.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

Total revenue increased by $15.8$4.8 million, or 10%,3%, from $165.1$189.0 million in the three months ended MarchJune 31,30, 2025 to $180.8$193.8 million in the three months ended MarchJune 31,30, 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.

Total Advertiser revenue increased by $13.7$2.6 million, or 9%,2%, in the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025. The growth was driven primarily by ana 12%9% increase in Media Transactions Measured, partially offset by a 4%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.

Activation revenue increaseddecreased by $5.4$1.3 million, or 6%,1%, in the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025. The increasedecrease 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, AuthenticScibids Brand Suitability,AI, and Scibidsincrease AI.in revenue from programmatic channels.

Measurement revenue increased $8.4$3.9 million, or 16%,6%, in the three months ended MarchJune 31,30, 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.

Supply-side revenue increased $2.0$2.2 million, or 12%,13%, in the three months ended MarchJune 31,30, 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.

Cost of revenue increaseddecreased by $2.2$0.6 million, or 7%,2%, from $31.0$33.1 million in the three months ended MarchJune 31,30, 2025 to $33.2$32.5 million in the three months ended MarchJune 31,30, 2026. The increasedecrease 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 growth in Activation revenue which led to increasedhigher partner costs from revenue-sharing arrangements.arrangements tied to higher revenue in programmatic channels.

Sales, marketing and customer support expenses increaseddecreased by $1.9$2.6 million, or 4%,5%, from $43.7$50.9 million in the three months ended MarchJune 31,30, 2025 to $45.6$48.3 million in the three months ended MarchJune 31,30, 2026. The increasedecrease 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 $1.2$1.0 million. Sales, marketing and customer support expenses decreased by $0.7 million, andor an1%, increasefrom $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 $0.7$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.

Depreciation and amortization increased by $3.0$2.0 million, or 24%,13%, from $12.4$14.7 million in the three months ended MarchJune 31,30, 2025, to $15.3$16.7 million in the three months ended MarchJune 31,30, 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.

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 $0.4$0.9 million in each of the threesix months ended MarchJune 31,30, 2025 and MarchJune 31,30, 2026, respectively.2026.

Other expense (income), net changed by $4.2$2.7 million, from income of $3.2$2.1 million in the three months ended MarchJune 31,30, 20252025, to expense of $1.0$0.6 million in the three months ended MarchJune 31,30, 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. 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.

Income tax expense increased by $0.7$2.5 million from $7.2$6.5 million in the three months ended MarchJune 31,30, 2025, to $7.8$9.0 million in the three months ended MarchJune 31,30, 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.

Our operations are financed primarily through cash generated from operations. As of MarchJune 31,30, 2026, the Company had cash and cash equivalents of $173.8$210.2 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $183.0$156.4 million.

We believe existing cash and cash generated from operations, together with the $200.0 million undrawn balance under the New Revolving Credit Facility as of MarchJune 31,30, 2026, will be sufficient to meet future working capital requirements and fund capital expenditures, share repurchase programs and acquisitions on a short-term and long-term basis.

Our total future capital requirements and the adequacy of available funds will depend on many factors, including thosethe discussedtiming aboveand 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.

The New Revolving Credit Facility also requires us to remain in compliance with certain financial ratios. DoubleVerify, Inc. was in compliance with all covenants under the New Revolving Credit Facility as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, there was no outstanding debt under the New Revolving Credit Facility.

Repurchases under the February 2026 Repurchase Program commenced in March 2026. During the three months ended MarchJune 31,30, 2026, the Company repurchased 7.32.5 million shares of its common stock for an aggregate repurchase amount of $75.1$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 MarchJune 31,30, 2026, $225.0$200.0 million remained available and authorized for repurchase under the February 2026 Repurchase Program.

For the threesix months ended MarchJune 31,30, 2025,2026, cash provided by operating activities was $37.7$80.4 million, attributable to net income of $2.4$19.3 million, adjusted for non-cash charges of $36.0$91.3 million and $0.7$30.3 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $12.4$32.0 million in depreciation and amortization and $24.3$49.8 million in stock-based compensation, offset by $3.4 million in deferred taxes.compensation. 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$26.1 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of payments for accrued expenses.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.

For the threesix months ended MarchJune 31,30, 2026, cash used in investing activities of $10.5$21.1 million was attributable to purchases of property, plant and equipment, and capitalized software development costs. For the threesix months ended MarchJune 31,30, 2025, cash used in investing activities was $89.9$86.7 million, including $82.6 million attributable to the acquisition of RockerboxRockerbox, and $6.3$15.8 million attributable to purchases of property, plant and equipment, and capitalized software development costs.costs, partially offset by $12.7 million attributable to proceeds from maturities of short-term financial instruments.

For the threesix months ended MarchJune 31,30, 2026, cash used in financing activities of $78.1$107.4 million was due primarily to $75.1$100.2 million related to shares repurchased under the February 2026 Repurchase Program and $1.4$5.5 million related to shares repurchased for settlement of employee tax withholding. For the threesix months ended MarchJune 31,30, 2025, cash used in financing activities of $85.8$86.0 million was due primarily to $82.2 million related to shares repurchased under the previously authorized repurchase programs authorized in 2024 and $3.2$3.7 million related to shares repurchased for settlement of employee tax withholding.