DoubleVerify Holdings, Inc.

PREM14A 1 tm2621904-10_prem14a.htm PREM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ​ ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ​ ☐ Definitive Proxy Statement ​ ☐ Definitive Additional Materials ​ ☐ Soliciting Material under §240.14a-12 ​ D ouble V erify H oldings , I nc . ​ (Name of Registrant as Specified In Its Charter) ​ ​ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) ​ Payment of Filing Fee (Check all boxes that apply): ☐ No fee required ​ ☐ Fee paid previously with preliminary materials ​ ☒ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 ​ TABLE OF CONTENTS PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2026 DoubleVerify Holdings, Inc. 462 Broadway New York, New York 10013 Dear Stockholders: You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “ Special Meeting ”) of stockholders of DoubleVerify Holdings, Inc., a Delaware corporation (“ DoubleVerify ,” or the “ Company ”), to be held virtually on [•], at [•] a.m. Eastern Time. The Company’s stockholders will be able to virtually attend and vote at the Special Meeting via the Internet at www.virtualshareholdermeeting.com/DV2026SM. You will not be able to attend the Special Meeting physically in person. If you plan to attend the Special Meeting online, please follow the instructions in the accompanying proxy statement. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting. At the Special Meeting, you will be asked to consider and vote on, among other things, a proposal to adopt the Agreement and Plan of Merger, dated August 6, 2026 (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “ Merger Agreement ”), by and among DoubleVerify, Neptune BidCo US Inc., a Delaware corporation (“ Parent ”), and Wallace Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“ Merger Sub ”). Parent is the parent company of the Nielsen Company (US), LLC, and is an affiliate of funds managed by Elliott Investment Management L.P. and Brookfield Asset Management Ltd. Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into DoubleVerify, and the separate corporate existence of Merger Sub will thereupon cease, with DoubleVerify surviving the merger and continuing as the surviving corporation (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent (the “ Merger ”). If the Merger is completed, as of immediately following the Effective Time (as defined below), you will be entitled to receive an amount in cash equal to $13.60, without interest and subject to deduction for any required withholding tax, for each share of DoubleVerify’s common stock, par value $0.001 per share (the “ Company Common Stock ”) that you own as of immediately prior to the effective time of the Merger (unless you have properly and validly exercised your appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware (“ Section 262 of the DGCL ”)). DoubleVerify’s Board of Directors (the “ Company Board ”) formed a special committee of the Company Board comprised solely of independent and disinterested directors (the “ Special Committee ”) to, among other things, review, evaluate and negotiate the Merger Agreement and the Transactions contemplated thereby, with the assistance of its own independent financial and legal advisors and, where appropriate, the Company’s management. The Company Board, acting on the unanimous recommendation of the Special Committee, has (i) determined that the Merger Agreement, the Merger and the other Transactions are advisable, fair to, and in the best interests of the Company and the DoubleVerify 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, including the Merger, and (iii) resolved to recommend that DoubleVerify stockholders approve the adoption of the Merger Agreement and the Transactions, including the Merger, in each case, on the terms and subject to the conditions of the Merger Agreement. At the Special Meeting, DoubleVerify will ask you and the other Company stockholders to adopt the Merger Agreement (the “ Merger Agreement Proposal ”). Additionally, you will be asked to consider and vote at the Special Meeting on (i) a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to DoubleVerify’s named executive officers that is based on or otherwise relates to the Merger (the “ Compensation Proposal ”) and (ii) a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, including to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is TABLE OF CONTENTS provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the Special Meeting to approve such proposal (the “ Adjournment Proposal ”). The Company Board unanimously recommends, on behalf of DoubleVerify, that you vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the non-binding, advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal. The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “ SEC ”). In particular, you should read the “Risk Factors” section beginning on page 17 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 , on page 29 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the proxy statement, for risks relating to the Company’s business and for a discussion of the risks that you should consider in evaluating the proposed Merger and how it may affect you. Your vote is very important, regardless of the number of shares of Company Common Stock that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote as of the close of business on [ • ], 2026, which is the record date for the Special Meeting. Whether or not you attend the Special Meeting online, it is important that your shares of Company Common Stock be represented and voted at the Special Meeting. Therefore, we urge you to promptly vote and submit your proxy by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Instructions on how to vote your shares of Company Common Stock are inclu