DoubleVerify Holdings, Inc.

false 0001819928 0001819928 2026-08-06 2026-08-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2026 DoubleVerify Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40349 82-2714562 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 462 Broadway New York , New York 10013 (Address of principal executive offices) (Zip Code) ( 212 ) 631-2111 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.001 DV New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 1.01. Entry into a Material Definitive Agreement. On August 6, 2026 (the “ Signing Date ”), DoubleVerify Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Neptune BidCo US Inc., a Delaware corporation (“ Parent ”), and Wallace Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”). Pursuant to, and subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “ Merger ”). Parent is the parent company of Nielsen Company (US), LLC. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Merger Agreement. The Board of Directors of the Company (the “ Board ”), acting on the unanimous recommendation of the special committee of the Board, has unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of the Company and its stockholders, (ii) authorized and approved the execution and delivery of the Merger Agreement and the performance by the Company of its covenants and obligations contained in the Merger Agreement and the consummation by the Company of the transactions contemplated by the Merger Agreement, including the Merger, and (iii) resolved to recommend that the Company’s stockholders approve the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, in each case, on the terms and subject to the conditions of the Merger Agreement and in accordance with the General Corporation Law of the State of Delaware. If the Merger is consummated, the shares of common stock of the Company, par value $0.001 per share (the “ Shares ”), will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). Effect on Capital Stock At the effective time of the Merger (the “ Effective Time ”), each Share issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares and any Dissenting Shares) will be converted automatically into the right to receive $13.60 in cash, without interest and subject to deduction for any required withholding Tax in accordance with the terms of the Merger Agreement (the “ Merger Consideration ”). Treatment of Company Equity Awards The Merger Agreement also provides that, at the Effective Time, by virtue of the Merger: · Each vested, in-the-money Company Stock Option, including awards that vest in connection with the Closing, will be cashed out for its aggregate spread value (based on the excess of the Merger Consideration over the per-Share exercise price and the number of Shares underlying such Company Stock Option). Each unvested, in-the-money Company Stock Option will be converted to a Cash Replacement Award equal to its aggregate spread value which will vest and be paid out on the same vesting terms that applied to the corresponding Company Stock Option (including acceleration upon a severance-eligible employment termination within twelve months following the Effective Time, or the holder’s death). Notwithstanding the foregoing, all underwater Company Stock Options (whether vested or unvested) will be cancelled for no consideration. · Each vested Company RSU, including awards that vest in connection with the Closing, will be cashed out for an amount in cash equal to the product of the Merger Consideration and the number of Shares subject to such Company RSU. Each unvested Company RSU will be converted to a cash award (a “ Cash Replacement Award ”) equal to the product of the Merger Consideration and the number of Shares subject to such Company RSU, which will vest and be paid out on the same vesting terms that applied to the corresponding Company RSU. The Cash Replacement Awards will accelerate upon a severance-eligible employment termination within twelve months following the Effective Time, or the holder’s death. · Each vested Earned Company PSU, including awards that vest in connection with the Closing, will be cashed out for an amount in cash equal to the product of the Merger Consideration and the number of Shares subject to such Earned Company PSU. Each Company PSU that is not an Earned Company PSU will be converted into a Converted PSU with respect to the number of Shares determined by the Compensation Committee of the Board based on performance through the Effective Time, in accordance with the underlying award agreement. Each Converted PSU and each unvested Earned Company PSU will be converted to a Cash Replacement Award equal to the product of the Merger Consideration and the number of Shares subject to such Earned Company PSU or Converted PSU, which will vest and be paid out on the same terms that applied to the corresponding Earned Company PSU or Converted PSU The Cash Replacement Awards will accelerate upon a severance-eligible employment termination within twelve months following the Effective Time, or the holder’s death. Conditions to the Merger Consummation of the Merger is subject to certain customary conditions set forth in the Merger Agreement, including, but not limited to, (i) the adoption of the Merger Agreement by holders of a majority of the outstanding Shares entitled to vote on such matter at the Company Stockholder Meeting (such adoption, the “ Company Stockholder Approval ”); (ii) the absence of any Governmental Entity issuing any order or other legal restraint that makes consummation of the Merger illegal or otherwise prohibited, or imposes a Remedial Restriction (the “ No Legal Impediment Condition ”); and (iii) the expiration or termination of the applicable waiting period under the Har