DoubleVerify Holdings, Inc. (DV)

CIK: 0001819928. SIC: 7370 Services-Computer Programming, Data Processing, Etc.. Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Services > Business Services > SIC 7370 Services-Computer Programming, Data Processing, Etc.

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1819928. Latest filing source: 0001104659-26-020499.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001819928.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001819928.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001104659-26-056250.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

​

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our interim Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Quarterly Report and our audited financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this Quarterly Report, including under the heading “Special Note Regarding Forward-Looking Statements.”

Company Overview

We are one of the industry’s leading media effectiveness platforms that leverages AI to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media.

Our solutions are 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. In 2025, our coverage spanned 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 assess performance across all of their digital ads and optimize business outcomes in real-time.

We derive revenue primarily from our advertiser customers based on the volume of media transactions, or ads, that our solutions measure (“Media Transactions Measured”). Advertisers utilize the DV Authentic Ad, our definitive metric of digital media quality, to evaluate the existence of fraud, brand 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, 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.

We generate revenue from supply-side customers based on monthly or annual contracts with minimum guarantees and tiered pricing when guarantees are met.

Components of Our Results of Operations

We manage our business operations and report our financial results in a single segment.

Revenue

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 March 31, 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.

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For each of the three months ended March 31, 2026 and March 31, 2025, we generated 90% of our revenue from advertiser customers. 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 months ended March 31, 2026 and March 31, 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. 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.

The following table disaggregates revenue between advertiser customers, where revenue is primarily generated based on the number of ads measured and purchased for Activation or measured for Measurement, and Supply-side.

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​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 

​

Change

​

Change

​

2026

  ​ ​ ​ ​

2025

  ​ ​ ​ ​

$

  ​ ​ ​ ​

%

​

(In Thousands)

​

​

​

​

​

  ​ ​ ​

Revenue by customer type:

  ​

​

​

​

​

​

​

​

  ​

​

​

Activation

$

100,547

​

$

95,172

​

$

5,375

​

6

%

Measurement

61,803

​

53,430

​

8,373

​

16

​

Supply-side

18,475

​

16,459

​

2,016

​

12

​

Total revenue

$

180,825

  ​

$

165,061

​

$

15,764

​

10

%

​

Operating Expenses

Our operating expenses consist of the following categories:

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 customer interface, DV Pinnacle, and solutions.

Product development.  Product development expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation and benefits, third party vendors and outsourced engineering services, and allocated overhead. Overhead costs such as information technology infrastructure, rent and occupancy charges are allocated based on headcount. Product development expenses are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software development costs included in Property, plant and equipment, net on our Condensed Consolidated Balance Sheets. Capitalized software development costs are amortized to depreciation and amortization.

Sales, marketing, and customer support.  Sales, marketing, and customer support expenses consist primarily of personnel costs directly associated with sales, marketing, and customer support departments, including salaries, bonuses, commissions, stock-based compensation and benefits, and allocated overhead. Overhead costs such as information technology infrastructure, rent and occupancy charges are allocated based on headcount. Sales and marketing expense also includes costs for promotional marketing activities, advertising costs, and attendance at events and trade shows. Sales commissions are expensed as incurred.

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General and administrative.  General and administrative expenses consist primarily of personnel expenses associated with our executive, finance, legal, human resources and other administrative employees. General and administrative expenses also include professional fees for external accounting, legal, investor relations and other consulting services, expenses to operate as a public company, including costs to comply with rules and regulations applicable to companies listed on a U.S. securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, other overhead expenses including insurance, as well as third party costs related to acquisitions.

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 interest on finance leases. The New Revolving Credit Facility bears interest at either SOFR or ABR plus an applicable margin per annum. See “Liquidity and Capital Resources—Debt Obligations” and Note 9 to our Condensed Consolidated Financial Statements.

Other expense (income), net.  Other expense (income), net consists primarily of interest earned on interest-bearing monetary assets and gains and losses on foreign currency transactions.

Results of Operations

​

Comparison of the Three Months Ended March 31, 2026 and March 31, 2025

The following table shows our Condensed Consolidated Results of Operations:

​

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​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31, 

​

Change

​

Change

​

2026

  ​ ​ ​ ​

2025

  ​ ​ ​ ​

$

  ​ ​ ​ ​

%

​

  ​ ​ ​

(In Thousands)

​

​

​

​

​

​

Revenue

$

180,825

​

$

165,061

​

$

15,764

​

10

%

Cost of revenue (exclusive of depreciation and amortization shown separately below)

33,159

​

30,966

​

2,193

​

7

​

Product development

45,381

​

44,717

​

664

​

1

​

Sales, marketing and customer support

45,595

​

43,701

​

1,894

​

4

​

General and administrative

25,715

​

26,527

​

(812)

​

(3)

​

Depreciation and amortization

15,339

​

12,387

​

2,952

​

24

​

Income from operations

15,636

​

6,763

​

8,873

​

131

​

Interest expense

413

​

420

​

(7)

​

(2)

​

Other expense (income), net

993

​

(3,179)

​

(4,172)

​

(131)

​

Income before income taxes

14,230

​

9,522

​

4,708

​

49

​

Income tax expense

7,820

​

7,161

​

659

​

9

​

Net income

$

6,410

​

$

2,361

​

$

4,049

​

171

%

​

24

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The following table sets forth our Condensed Consolidated Results of Operations for the specified periods as a percentage of our revenue for those periods presented:

​

​

​

​

​

​

​

​

Three Months Ended March 31, 

​

2026

  ​ ​ ​

2025

Revenue

100

%  

​

100

%  

Cost of revenue (exclusive of depreciation and amortization shown separately below)

18

​

19

Product development

25

​

27

Sales, marketing and customer support

25

​

26

General and administrative

14

​

16

Depreciation and amortization

8

​

8

Income from operations

9

​

4

Interest

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing elsewhere within this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

The following generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussion of historical items and year-to-year comparisons between 2024 and 2023 that are not included in this discussion can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024. References to “Notes” are notes included in our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.

Company Overview

We are one of the industry’s leading media effectiveness platforms that leverages AI to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media.

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Table of Contents

Our solutions are 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 assess 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 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 have experienced rapid growth and achieved significant profitability in recent years as evidenced by the following:

●

We generated revenue of $748.3 million for the year ended December 31, 2025 and $656.8 million for the year ended December 31, 2024, representing an increase of 14%.

●

Our net income was $50.7 million for the year ended December 31, 2025 and $56.2 million for the year ended December 31, 2024.

●

Our Adjusted EBITDA was $245.6 million for the year ended December 31, 2025 and $218.9 million for the year ended December 31, 2024. Adjusted EBITDA is a non-GAAP financial measure. For information on how we compute Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, see “Results of Operations — Adjusted EBITDA.”

We derive revenue primarily from our advertiser customers based on the volume of media transactions, or ads, that our solutions measure (“Media Transactions Measured”). Advertisers utilize the DV Authentic Ad, our definitive metric of digital media quality, to evaluate the existence of fraud, brand 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, 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 were for display and for video ad formats, respectively. In 2025, we estimate that approximately 74%, 14% and 12% of Media Transactions Measured within post-campaign measurement were for mobile, desktop, and CTV devices, respectively. In 2024, approximately 77%, 12% and 11% of Media Transactions Measured were for mobile, desktop, and CTV devices, respectively.

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 seven 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.

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Furthermore, we believe that there are significant long-term growth opportunities in markets outside of North America. We expect to continue to make investments in product development, sales and marketing, information technology, financial and administrative systems and controls to support our global growth.

Factors Affecting Our Performance

There are a number of factors that have impacted, and we believe will continue to impact, our results of operations and growth. These factors include:

New Solutions and Channels. Over time, the emergence of new digital channels, such as social, has attracted significant advertiser interest and investment. In turn, this has created additional demand for digital measurement and analytics solutions.  We have a track record of developing new solutions for our customers that provide increased relationship value. We intend to extend our solutions capabilities to new adjacencies and cover new and growing digital channels and devices, including CTV, new mobile apps and other emerging areas of digital ad spend.

Growth of Existing 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, 2025 and 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. 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.

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​

Year Ended December 31, 

​

  ​ ​ ​

2025

  ​ ​ ​

2024

Advertiser revenue retention:

​

​

​

Gross revenue retention

​

 95%

​

 95%

Net revenue retention

109%

112%

​

Artificial Intelligence. The rapidly-evolving, AI-powered internet will amplify advertisers’ need to protect media quality and we intend to continue to develop solutions that seek to ensure advertisers’ marketing efforts are strategically aligned with brand goals and values, to foster deeper consumer engagement and trust, while also optimizing investments and performance.

Continued Growth in Digital Ad Spend. Magna Global estimated that global digital ad spend, excluding search, reached $378 billion in 2025 and is expected to grow to $518 billion by 2029. Our revenues have grown as a result of the growth in digital advertising as well as the continued adoption of digital measurement solutions and analytics. As the digital advertising market has grown, advertisers have increasingly shifted their digital media spend to both programmatic and social media channels to achieve desired business outcomes. We have been direct beneficiaries of this growth by virtue of our integrations with leading programmatic and social media platforms.  In the year ended December 31, 2025, the revenue we generated by providing our activation solutions through programmatic and social integrations and our measurement solutions through social integrations grew 15% and 9%, respectively, over the prior year period. In the year ended December 31, 2024, the revenue we generated by providing our activation solutions through programmatic and social integrations and our measurement solutions through social integrations grew 13% and 27%, respectively, over the prior year period.

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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 32 locations across 26 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, 2025, 512 of our employees were based outside of the Americas.

While the factors above may present significant opportunities for us, they also pose significant risks and challenges. See “Risk Factors” for more information on risks and uncertainties that may impact our business and financial results.

Components of Our Results of Operations

We manage our business operations and report our financial results in a single segment.

Revenue

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.

For the years ended December 31, 2025 and 2024, we generated 90% and 91% of our revenue, respectively, from advertiser customers. 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. We have long-term relationships with many of our customers, with an average relationship of approximately nine 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, 2025 and 2024, we generated 10% and 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 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.

The following table disaggregates revenue between advertiser customers, where revenue is generated based on number of ads measured and purchased for Activation or measured for Measurement, and Supply-side.

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​

​

​

​

​

Year Ended December 31, 

​

Change

​

Change

​

2025

  ​ ​ ​

2024

​

$

  ​ ​ ​

%

​

(In Thousands)

​

​

​

​

​

​

Revenue by customer type:

​

  ​

​

  ​

​

​

​

​

  ​

Activation

$

427,311

​

$

373,101

​

$

54,210

​

15

%

Measurement

249,724

​

226,939

​

​

22,785

​

10

​

Supply-side

71,256

​

56,809

​

​

14,447

​

25

​

Total revenue

$

748,291

​

$

656,849

​

$

91,442

​

14

%

​

See “Critical Accounting Policies and Estimates — Revenue Recognition” for a description of our revenue recognition policies.

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Table of Contents

Operating Expenses

Our operating expenses consist of the following categories:

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 customer interface, DV Pinnacle, and solutions.

Product development. Product development expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation and benefits, third party vendors and outsourced engineering services, and allocated overhead. Overhead costs such as information technology infrastructure, rent and occupancy charges are allocated based on headcount. Product development expenses are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software development costs included in Property, plant and equipment, net on our Consolidated Balance Sheets. Capitalized software development costs are amortized to depreciation and amortization.

Sales, marketing, and customer support. Sales, marketing, and customer support expenses consist primarily of personnel costs directly associated with sales, marketing, and customer support departments, including salaries, bonuses, commissions, stock-based compensation and benefits, and allocated overhead. Overhead costs such as information technology infrastructure, rent and occupancy charges are allocated based on headcount. Sales and marketing expense also includes costs for promotional marketing activities, advertising costs, and attendance at events and trade shows. Sales commissions are expensed as incurred.

General and administrative. General and administrative expenses consist primarily of personnel expenses associated with our executive, finance, legal, human resources and other administrative employees. General and administrative expenses also include professional fees for external accounting, legal, investor relations and other consulting services, expenses to operate as a public company, including costs to comply with rules and regulations applicable to companies listed on a U.S. securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, other overhead expenses including insurance, as well as third-party costs related to acquisitions.

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”) 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 and gains and losses on foreign currency transactions.

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Table of Contents

Results of Operations

Comparison of the Years Ended December 31, 2025 and 2024

The following tables show our results of operations for the years ended December 31, 2025 and 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

​

​

​

  ​ ​ ​

​

​

December 31,

​

Change

​

Change

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

$

  ​ ​ ​

%  

​

​

(In Thousands)

​

​

​

​

​

​

Revenue

​

$

748,291

$

656,849

​

$

91,442

​

14

%

Cost of revenue (exclusive of depreciation and amortization shown separately below)

​

133,499

​

116,515

​

16,984

​

15

​

Product development

​

178,445

​

153,046

​

25,399

​

17

​

Sales, marketing and customer support

​

190,826

​

167,506

​

23,320

​

14

​

General and administrative

​

109,744

​

92,147

​

17,597

​

19

​

Depreciation and amortization

​

56,579

​

45,215

​

11,364

​

25

​

Income from operations

​

79,198

​

82,420

​

(3,222)

​

(4)

​

Interest expense

​

1,733

​

1,118

​

615

​

55

​

Other income, net

​

(5,244)

​

(7,488)

​

(2,244)

​

(30)

​

Income before income taxes

​

82,709

​

88,790

​

(6,081)

​

(7)

​

Income tax expense

​

32,059

​

32,559

​

(500)

​

(2)

​

Net income

​

$

50,650

​

$

56,231

​

$

(5,581)

​

(10)

%

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31,

​

  ​ ​ ​

2025

  ​ ​ ​

​

2024

​

​

(as % of Revenue)

Revenue

100

%  

​

100

%

Cost of revenue (exclusive of depreciation and amortization shown separately below)

18

​

18

​

Product development

24

​

23

​

Sales, marketing and customer support

26

​

26

​

General and administrative

15

​

14

​

Depreciation and amortization

8

​

7

​

Income from operations

11

​

13

​

Interest expense

—

​

—

​

Other income, net

(1)

​

(1)

​

Income before income taxes

11

​

14

​

Income tax expense

4

​

5

​

Net income

7

%  

​

9

%

​

Note: Percentages may not sum due to rounding.

Revenue

Total revenue increased by $91.4 million, or 14%, from $656.8 million in the year ended December 31, 2024 to $748.3 million in the year ended December 31, 2025.

Total advertiser revenue increased by $77.0 million, or 13%, driven primarily by a 15% increase in Media Transactions Measured, partially offset by a 3% decrease in Measured Transaction Fees, excluding the impact of an introductory fixed fee deal for one large customer.

Activation revenue increased by $54.2 million, or 15%, driven primarily by greater adoption of Authentic Brand Suitability, core programmatic solutions and social media solutions.

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Table of Contents

Measurement revenue increased by $22.8 million, or 10%, driven primarily by greater adoption of social and CTV solutions, as well as the addition of Rockerbox.

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

Cost of Revenue (exclusive of depreciation and amortization shown below)

Cost of revenue increased by $17.0 million, or 15%, from $116.5 million in the year ended December 31, 2024 to $133.5 million in the year ended December 31, 2025. The increase was due primarily to growth in Activation revenue which led to increased partner costs from revenue-sharing arrangements, as well as higher data services and hosting expenses due to increased volume.

Product Development Expenses

Product development expenses increased by $25.4 million, or 17%, from $153.0 million in the year ended December 31, 2024 to $178.4 million in the year ended December 31, 2025. The increase was due primarily to an increase in personnel costs, including stock-based compensation, of $19.8 million and an increase in third party software costs and outsourced consulting and engineering services of $3.5 million to support our product development efforts.

Sales, Marketing and Customer Support Expenses

Sales, marketing and customer support expenses increased by $23.3 million, or 14%, from $167.5 million in the year ended December 31, 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 $18.4 million, an increase in third party professional fees to support marketing and sales activities of $1.6 million, and an increase in marketing activities, including advertising, promotions, events and other activities, of $0.6 million.

General and Administrative Expenses

General and administrative expenses increased by $17.6 million, or 19%, from $92.1 million in the year ended December 31, 2024 to $109.7 million in the year ended December 31, 2025. The increase was due primarily to a $11.3 million increase in personnel costs, including stock-based compensation, a $3.7 million increase in third party professional fees, $3.5 million of third 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 $1.8 million decrease in bad debt expenses related to collection activities.

Depreciation and Amortization

Depreciation and amortization increased by $11.4 million, or 25%, from $45.2 million in the year ended December 31, 2024 to $56.6 million in the year ended December 31, 2025. The increase was due primarily to higher amortization of internally developed software and amortization of acquired intangibles from Rockerbox.

Interest Expense

Interest expense increased by $0.6 million, from $1.1 million in the year ended December 31, 2024 to $1.7. million in the year ended December 31, 2025.

Other Income, Net

Other income, net decreased by $2.2 million, from $7.5 million in the year ended December 31, 2024, to $5.2 million in the year ended December 31, 2025. The change was due primarily to a decrease in interest earned on interest-bearing monetary assets, partially offset by gains from changes in foreign exchange rates.

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Table of Contents

Income Tax Expense

Income tax expense decreased by $0.5 million, from $32.6 million in the year ended December 31, 2024 to $32.1 million in the year ended December 31, 2025. The decrease was due primarily to increased R&D tax 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.

Adjusted EBITDA

In addition to our results determined in accordance with GAAP, management believes that certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA Margin, are useful in evaluating our business. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. The following table presents a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to the most directly comparable financial measure prepared in accordance with GAAP.

​

​

​

​

​

​

​

Year Ended December 31, 

​

2025

  ​ ​ ​

2024

​

(In Thousands)

Net income

$

50,650

​

$

56,231

Net income margin

7%

​

9%

Depreciation and amortization

56,579

​

45,215

Stock-based compensation

104,226

​

90,658

Interest expense

1,733

​

1,118

Income tax expense

32,059

​

32,559

M&A and restructuring costs (a)

1,656

​

537

Offering and secondary offering costs (b)

—

​

68

Other costs (c)

3,962

​

—

Other income (d)

(5,244)

​

(7,488)

Adjusted EBITDA

$

245,621

​

$

218,898

Adjusted EBITDA margin

33%

​

33%

​

(a)

M&A and restructuring costs for the year ended December 31, 2025 consist of third party professional service costs related to the acquisition of Rockerbox and to our broader acquisition strategy. M&A and restructuring costs for the year ended December 31, 2024 consist of transaction costs related to the agreement to acquire Rockerbox.

(b)

Offering and secondary offering costs for the year ended December 31, 2024 consist of third-party costs incurred for underwritten secondary public offerings by certain stockholders of the Company.

(c)

Other costs for the year ended December 31, 2025 consist of expenses incurred with respect to litigation and regulatory matters outside of the ordinary course and costs related to the early termination of an office lease.

(d)

Other income for the years ended December 31, 2025 and 2024 consists of interest income earned on interest-bearing monetary assets, and the impact of changes in foreign currency exchange rates.

We use Adjusted EBITDA and Adjusted EBITDA Margin as measures of operational efficiency to understand and evaluate our core business operations. We believe that these non-GAAP financial measures are useful to investors for period to period comparisons of our core business and for understanding and evaluating trends in operating results on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

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Table of Contents

These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP. Some of the limitations of these measures are:

●

they do not reflect changes in, or cash requirements for, working capital needs;

●

Adjusted EBITDA does not reflect capital expenditures or future requirements for capital expenditures or contractual commitments;

●

they do not reflect income tax expense or the cash requirements to pay income taxes;

●

they do not reflect interest expense or the cash requirements necessary to service interest or principal debt payments; and

●

although depreciation and amortization are non-cash charges related mainly to intangible assets, certain assets being depreciated and amortized will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

In addition, other companies in our industry may calculate these non-GAAP financial measures differently, therefore limiting their usefulness as a comparative measure. You should compensate for these limitations by relying primarily on our GAAP results and using the non-GAAP financial measures only supplementally.

Selected Quarterly Results of Operations

The following tables set forth our unaudited consolidated quarterly results of operations for each of the 8 quarters within the period from January 1, 2024 to December 31, 2025. Our quarterly results of operations have been prepared on the same basis as our consolidated financial statements, and we believe they reflect all normal recurring adjustments necessary for the fair presentation of our results of operations for these periods. This information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. These quarterly results of operations are not necessarily indicative of our results of operations for a full year or any future period.

We experience fluctuations in revenue that coincide with seasonal fluctuations in the digital ad spending of our customers. 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 of digital ads while the first quarter reflects the lowest level of such activity. We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole. While our revenue is highly recurring, seasonal fluctuations in ad spend may impact quarter-over-quarter results. We believe that the year-over-year comparison of results more appropriately reflects the overall performance of the business.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

Dec 31,

​

Sep 30,

​

Jun 30,

​

Mar 31,

​

Dec 31,

​

Sep 30,

​

Jun 30,

​

Mar 31,

​

  ​ ​ ​

2025

  ​ ​ ​

2025

  ​ ​ ​

2025

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2024

  ​ ​ ​

2024

  ​ ​ ​

2024

​

​

(In Thousands)

Revenue

​

$

205,588

$

188,621

$

189,021

$

165,061

$

190,621

$

169,556

$

155,890

$

140,782

Cost of revenue (exclusive of depreciation and amortization shown separately below)

​

35,942

​

33,465

​

33,126

​

30,966

​

34,316

​

29,479

​

26,102

​

26,618

Product development

​

41,683

​

44,842

​

47,203

​

44,717

​

37,540

​

39,306

​

39,806

​

36,394

Sales, marketing and customer support

​

49,232

​

47,022

​

50,871

​

43,701

​

44,246

​

40,525

​

44,863

​

37,872

General and administrative

​

26,644

​

26,997

​

29,576

​

26,527

​

23,967

​

23,039

​

23,066

​

22,075

Depreciation and amortization

​

14,304

​

15,191

​

14,697

​

12,387

​

11,800

​

11,483

​

11,004

​

10,928

Income from operations

​

37,783

​

21,104

​

13,548

​

6,763

​

38,752

​

25,724

​

11,049

​

6,895

Interest expense

​

403

​

467

​

443

​

420

​

300

​

353

​

233

​

232

Other (income) expense, net

​

(59)

​

99

​

(2,105)

​

(3,179)

​

1,073

​

(4,225)

​

(2,064)

​

(2,272)

Income before income taxes

​

37,439

​

20,538

​

15,210

​

9,522

​

37,379

​

29,596

​

12,880

​

8,935

Income tax expense

​

8,110

​

10,336

​

6,452

​

7,161

​

13,979

​

11,395

​

5,406

​

1,779

Net income

​

$

29,329

​

$

10,202

​

$

8,758

​

$

2,361

​

$

23,400

​

$

18,201

​

$

7,474

​

$

7,156

​

54

Table of Contents

The following table sets forth our unaudited consolidated results of operations for the specified periods as a percentage of revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

Dec 31,

​

​

Sep 30,

​

​

Jun 30,

​

​

Mar 31,

​

​

Dec 31,

​

​

Sep 30,

​

​

Jun 30,

​

​

Mar 31,

​

​

  ​ ​ ​

2025

  ​ ​ ​

​

2025

​

​

2025

​

​

2025

​

​

2024

​

​

2024

​

​

2024

​

​

2024

​

​

​

(as % of Revenue)

Revenue

100

%  

​

100

%

​

100

%

​

100

%

​

100

%

​

100

%

​

100

%

​

100

%

Cost of revenue (exclusive of depreciation and amortization shown separately below)

17

​

18

​

​

18

​

​

19

​

​

18

​

​

17

​

​

17

​

​

19

​

Product development

20

​

24

​

​

25

​

​

27

​

​

20

​

​

23

​

​

26

​

​

26

​

Sales, marketing and customer support

24

​

25

​

​

27

​

​

26

​

​

23

​

​

24

​

​

29

​

​

27

​

General and administrative

13

​

14

​

​

16

​

​

16

​

​

13

​

​

14

​

​

15

​

​

16

​

Depreciation and amortization

7

​

8

​

​

8

​

​

8

​

​

6

​

​

7

​

​

7

​

​

8

​

Income from operations

18

​

11

​

​

7

​

​

4

​

​

20

​

​

15

​

​

7

​

​

5

​

Interest expense

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

Other (income) expense, net

—

​

—

​

​

(1)

​

​

(2)

​

​

1

​

​

(2)

​

​

(1)

​

​

(2)

​

Income before income taxes

18

​

11

​

​

8

​

​

6

​

​

20

​

​

17

​

​

8

​

​

6

​

Income tax expense

4

​

5

​

​

3

​

​

4

​

​

7

​

​

7

​

​

3

​

​

1

​

Net income

14

%  

​

5

%

​

5

%

​

1

%

​

12

%

​

11

%

​

5

%

​

5

%

​

Note: Percentages may not sum due to rounding.

The following table presents a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to the most directly comparable financial measure prepared in accordance with GAAP.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Dec 31,

​

Sep 30,

​

Jun 30,

​

Mar 31,

​

Dec 31,

​

Sep 30,

​

Jun 30,

​

Mar 31,

​

2025

  ​ ​ ​

2025

  ​ ​ ​

2025

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2024

  ​ ​ ​

2024

  ​ ​ ​

2024

​

(In Thousands)

Net income

$

29,329

​

$

10,202

​

$

8,758

​

$

2,361

​

$

23,400

​

$

18,201

​

$

7,474

​

$

7,156

Net income margin

14%

​

5%

​

5%

​

1%

​

12%

​

11%

​

5%

​

5%

Depreciation and amortization

14,304

​

15,191

​

14,697

​

12,387

​

11,800

​

11,483

​

11,004

​

10,928

Stock-based compensation

25,498

​

27,379

​

27,007

​

24,342

​

22,752

​

22,950

​

24,715

​

20,241

Interest expense

403

​

467

​

443

​

420

​

300

​

353

​

233

​

232

Income tax expense

8,110

​

10,336

​

6,452

​

7,161

​

13,979

​

11,395

​

5,406

​

1,779

M&A and restructuring (recoveries) costs

—

​

(10)

​

504

​

1,162

​

537

​

—

​

(11)

​

11

Offering and secondary offering costs

—

​

—

​

—

​

—

​

—

​

—

​

10

​

58

Other costs

257

​

2,187

​

1,518

​

—

​

—

​

—

​

—

​

—

Other (income) expense

(59)

​

99

​

(2,105)

​

(3,179)

​

1,073

​

(4,225)

​

(2,064)

​

(2,272)

Adjusted EBITDA

$

77,842

​

$

65,851

​

$

57,274

​

$

44,654

​

$

73,841

​

$

60,157

​

$

46,767

​

$

38,133

Adjusted EBITDA margin

38%

​

35%

​

30%

​

27%

​

39%

​

35%

​

30%

​

27%

​

Liquidity and Capital Resources

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.

Our short-term and long-term principal commitments consist of non-cancelable operating leases for our various office facilities, and other contractual commitments consisting of obligations to our hosting services and hardware providers.

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 December 31, 2025, 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.

55

Table of Contents

Our total future capital requirements and the adequacy of available funds will depend on many factors, including those discussed above as well as the risks and uncertainties set forth under “Risk Factors.”

Debt Obligations

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). 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 certain financial ratios. DoubleVerify, Inc. was in compliance with all covenants under the New Revolving Credit Facility as of December 31, 2025.

As of December 31, 2025, there was no outstanding debt under the New Revolving Credit Facility.

For more information about the New Revolving Credit Facility, see Note 9 to our audited Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Repurchase Programs

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”). On November 6, 2024, the Company announced 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. Neither program obligates 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. 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.

Repurchases under the New Repurchase Program commenced in March 2025. During the year ended December 31, 2025, the Company repurchased 7.3 million shares of its common stock for an aggregate repurchase amount of $110.1 million under the New Repurchase 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 December 31, 2025, $90.0 million remained available and authorized for repurchase under the New Repurchase Program.

On February 18, 2026, the Board authorized the repurchase of up to $300.0 million of the Company’s outstanding common stock (the “February 2026 Repurchase Program”). Under the February 2026 Repurchase Program, the Company may 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. The February 2026 Repurchase Program does not obligate 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.

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In connection with the Board’s approval of the February 2026 Repurchase Program, the Board determined to discontinue the New Repurchase Program. Accordingly, going forward, any and all repurchases will be made pursuant to the February 2026 Repurchase Program. As of February 26, 2026, $300.0 million remained available and authorized for repurchase under the February 2026 Repurchase Program.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

  ​ ​ ​

2025

  ​ ​ ​

2024

​

​

(In Thousands)

Cash flows provided by operating activities

​

$

211,183

​

$

159,664

Cash flows used in investing activities

​

(105,379)

​

(44,841)

Cash flows used in financing activities

​

(143,949)

​

(129,450)

Effect of exchange rate changes on cash and cash equivalents and restricted cash

​

4,438

​

(1,889)

Decrease in cash, cash equivalents and restricted cash

​

$

(33,707)

​

$

(16,516)

​

Operating Activities

Our cash flows from operating activities are influenced primarily by growth in our operations and by changes in our working capital. In particular, trade receivables increase in conjunction with our rapid growth in sales and decrease based on timing of cash receipts from our customers. The timing of payments of trade payables also impacts our cash flows from operating activities. We typically pay suppliers in advance of collections from our customers. Our collection and payment cycles can vary from period to period.

For the year ended December 31, 2025, cash provided by operating activities was $211.2 million, attributable to net income of $50.7 million, adjusted for non-cash charges of $177.6 million and a $17.0 million use of cash from changes in operating assets and liabilities. Non-cash charges consisted primarily of $56.6 million in depreciation and amortization, $104.2 million in stock-based compensation, and $7.9 million in non-cash lease expense. The main drivers of the changes in operating assets and liabilities were a $6.5 million decrease in trade receivables, offset by an increase in prepaid expenses and other assets of $19.3 million due mainly to increases in prepayments, and a $4.2 million decrease in trade payables, and accrued expenses and other liabilities.

For the year ended December 31, 2024, cash provided by operating activities was $159.7 million, attributable to net income of $56.2 million, adjusted for non-cash charges of $130.2 million and a $26.8 million use of cash from changes in operating assets and liabilities. Non-cash charges consisted primarily of $45.2 million in depreciation and amortization, $90.7 million in stock-based compensation, and $5.0 million in bad debt expense, offset by $21.7 million in deferred taxes. The main drivers of the changes in operating assets and liabilities were a $38.1 million increase in trade receivables, prepaid expenses and other assets due mainly to increases in sales and prepayments, offset by a $11.3 million increase in trade payables, and accrued expenses and other liabilities.

Investing Activities

For the year ended December 31, 2025, cash used in investing activities was $105.4 million, including $82.6 million attributable the acquisition of Rockerbox, $38.5 million attributable to purchases of property, plant and equipment, and capitalized software development costs, partially offset by $17.8 million of proceeds from investments in short-term financial instruments.

For the year ended December 31, 2024, cash used in investing activities was $44.8 million, including $17.7 million attributable to net investments in short-term financial instruments and $27.1 million attributable to purchases of property, plant and equipment, and capitalized software development costs.

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Financing Activities

For the year ended December 31, 2025, cash used in financing activities of $143.9 million was due primarily to $132.3 million related to shares repurchased under the Repurchase Program.

For the year ended December 31, 2024, cash used in financing activities of $129.5 million was due primarily to $128.0 million related to shares repurchased under the Repurchase Program.

Off-Balance Sheet Arrangements

During the periods presented, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets and liabilities and related disclosures at the dates of the financial statements, and revenue and expenses during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. We evaluate these estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions, and any such differences may be material.

While our significant accounting policies are more fully described in Note 2, Basis of Presentation and Summary of Significant Accounting Policies to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, we believe the following discussion addresses our most critical accounting policies, which are those that are most important to our financial condition and results of operations and require our most difficult, subjective and complex judgments.

Revenue Recognition

In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company recognizes revenue under the core principle to depict the transfer of control to its customers in an amount reflecting the consideration to which it expected to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

For Activation revenue, our customers can elect to use our solutions for evaluating the quality of advertising they are considering purchasing. Customers purchase our social activation solutions directly from us, and our programmatic activation solutions through Demand-Side Platforms that manage ad campaign auctions and inventories on their behalf. We enter into product integration agreements with our Demand-Side Platform partners. In these arrangements, the customer pays a Measured Transaction Fee to the Company (collected by the Demand-Side Platform) for the successful execution of the purchase of advertising inventory on an exchange. We recognize revenue over time when we satisfy a performance obligation by transferring promised services to a customer.

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 customer interface, 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.

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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 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. Overages give rise to variable consideration that is allocated to the distinct periods to which the overage relates.

Certain customers receive cash-based incentives, credits, or discounts on the pricing of products or services once specific volume thresholds have been met. Where volume-based discounts are applied retrospectively, these amounts are accounted for as variable consideration which the Company estimates based on the expected consideration to be received by the customer. For volume-based discounts applied prospectively, the Company evaluates each contract to determine if the discount represents a material right which would be recognized as a separate performance obligation.

For transactions that involve third parties, the Company evaluates which party in the arrangement obtains control of the Company’s services (and is therefore the Company’s customer), which impacts whether the Company reports revenue as the gross amounts paid by the advertiser through the Demand-Side Platform or the net amount paid by the Company’s Demand-Side Platform partners. For certain arrangements, customers may purchase the Company’s solutions through a Demand-Side Platform that manages various ad campaign auctions and inventory on behalf of the advertisers. Customers elect to use the Company’s solutions for evaluating the quality of advertising inventory up for bid on an advertising exchange. The ability to provide these solutions to customers requires that the Company enter into product integration agreements with Demand-Side Platforms who in turn make the Company’s solutions available to advertisers. In these arrangements, the customer pays a Measured Transaction Fee to the Company (collected by the Demand-Side Platform) for the successful execution of the purchase of advertising inventory on an exchange. In these transactions, the Company transfers control of the Company’s services directly to the advertiser (who is the Company’s customer) and therefore revenue is recognized for the gross amount paid by the advertiser for the Company’s services. Specifically, the Company transfers control of the data that is influencing the purchasing decisions directly to the customer and the Company is primarily responsible for providing these services to the customer. That is, control of these services (or a right to these services) does not transfer to the Demand-Side Platform before they are transferred to the Company’s customers. Further, the Company has latitude in establishing the sales price with those customers as there is a fixed retail rate card that is included in the product integration agreements with the Demand-Side Platforms or are governed by contracts in place directly with the customers. Accordingly, the Company records revenue for the gross amounts of the Measured Transaction Fees paid by advertisers for these services and records the amounts retained by the Demand-Side Platforms as a cost of revenue.

Goodwill and Intangibles

Goodwill represents the excess of purchase price over the fair value of tangible net assets and identifiable intangible assets of the businesses acquired. Goodwill deemed to have an indefinite life is not amortized. Intangible assets determined to have finite lives are amortized over their useful lives. Goodwill with indefinite lives are subject to impairment testing annually as of October 1, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable, using the guidance and criteria described in the accounting standard for Goodwill and Other Intangible Assets. This testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value.

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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, 2025, there were no impairment indicators of goodwill, with no impairment indicators present as of December 31, 2025. For each of the years ended December 31, 2025 and December 31, 2024, there were no impairments related to our intangible assets.

We allocate the fair value of the purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. The estimates used in valuing the intangible assets are determined with the assistance of third-party specialists, a discounted cash flow analysis and estimates made by management. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset made primarily to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Stock-Based Compensation

Our stock-based compensation awards relate to restricted stock units (“RSUs”), stock options and performance-based restricted stock units (“PSUs”). For purposes of calculating stock-based compensation, we estimate the fair value of RSUs and PSUs that contain a performance condition using the grant date stock price. For PSUs where a market condition exists, we apply a Monte Carlo Simulation model. We estimate the fair value of stock options issued using a Black-Scholes option-pricing model. For share-based awards that vest subject to the satisfaction of only a service requirement, expense is recognized on a straight-line basis over the vesting period net of an estimated forfeiture rate. For PSUs, expense is recognized using the accelerated attribution method over the requisite service period.

The determination of the fair value of PSUs with a market condition utilizing the Monte Carlo Simulation model is affected by a number of assumptions including expected volatility, valuation date stock price, correlation coefficients, risk-free interest rates and expected dividend yield. The valuation date stock price is based on the closing price on the grant date. Expected volatility is calculated using the applicable peer group for a period that is commensurate with the length of the applicable performance period. The correlation coefficients are based on the price data used to calculate the historical volatilities. The risk-free interest rate is based on the yield of U.S. Treasury zero coupon securities with a maturity equal to the length of the applicable performance period. The expected dividend yield is based on the Company and peer group’s expected dividend rate over the applicable performance period assuming dividends distributed during the performance period are reinvested in additional shares of the underlying stock on the ex-dividend date.

The closing price (and therefore, the fair value) of our common stock may fluctuate significantly based on a number of factors that are outside of our control. See “Risk Factors — Risks Related to Our Common Stock — The market price of our common stock may be volatile and could decline regardless of our operating performance.”

The determination of the fair value of stock option awards utilizing the Black-Scholes model is affected by a number of assumptions, including expected volatility, expected life, risk-free interest rate, expected dividends, and the fair market value of the Company’s common stock. These inputs are subjective and generally requires significant judgment and estimation by management.

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●

Expected Term: We have opted to use the “simplified method” for estimating the expected term of employee options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option, generally 10 years.

●

Expected Volatility: We have based our estimate of expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the expected term of the stock-based awards.

●

Risk-Free Interest Rate: The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of our stock options.

●

Expected Dividend: The expected dividend yield is zero as we have not paid nor do we anticipate paying any dividends on our common stock in the foreseeable future.

Taxes

We account for income taxes using the asset and liability method, in accordance with ASC 740, Accounting for Income Taxes. This approach requires recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.

We record a valuation allowance when it is determined that it is more-likely-than-not, based upon all available evidence both positive and negative, that a portion or all its deferred tax assets will not be realized. At each reporting period, management assesses the realizability of its deferred tax assets.

For certain tax positions, we use a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. Interest and penalties are recognized as part of income tax expense.

Recent Accounting Pronouncements

See Note 2, Basis of Presentation and Summary of Significant Accounting Policies to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information on the adoption of recent accounting pronouncements.

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