Increased Revenue 9% year-over-year to $205.6 million, driven by Social and CTV Growth
Achieved Net Income of $15.9 Million and Adjusted EBITDA of $75.4 million, representing a 37% Adjusted EBITDA margin
NEW YORK, Oct. 30, 2026 (GLOBE NEWSWIRE) -- DoubleVerify (“DV”) (NYSE: DV), the leading software platform for digital media measurement, data and analytics, today announced financial results for the third quarter ended September 30, 2026.
Third Quarter 2026 Financial Highlights:
(All comparisons are to the third quarter of 2025)
- Total revenue of $205.6 million, an increase of 9%.
- Activation revenue of $117.6 million, an increase of 10%.
- Measurement revenue of $69.1 million, an increase of 8%.
- Social measurement revenue increased by 20%.
- International measurement revenue increased by 16%.
- Media Transactions Measured (“MTM”) for CTV increased by 22%.
- Supply-side revenue of $18.9 million, an increase of 5%.
- Net income of $15.9 million and adjusted EBITDA of $75.4 million, which represented a 37% adjusted EBITDA margin.
- Cash balance of approximately $251 million, with no debt outstanding.
Recent Business Highlights:
- Launched Ask Neura, a new conversational AI experience built directly into DV Pinnacle®, enabling advertisers and agencies to dynamically interact with DV data and insights to analyze and optimize campaign effectiveness.
- Announced the global availability of independent media quality measurement on TikTok Pangle.
- Launched attribution measurement and brand suitability evaluation pilots for ChatGPT Ads.
Merger Agreement:
On August 6, 2026, DV 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 direct, wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge (the “Merger”) with and into DV, with DV surviving the merger and continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent is the parent company of the Nielsen Company (US), LLC. Additional details regarding the transactions contemplated by the Merger Agreement are included in the definitive proxy statement filed by DV with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2026.
On October 29, 2026, DV held a special meeting of stockholders of DV (the “Special Meeting”). At the Special Meeting, a majority of DV stockholders voted to adopt the Merger Agreement. Approximately 94% of votes cast were in favor of the adoption of the Merger Agreement, representing over 75% of the issued and outstanding shares of DV common stock as of the close of business on September 28, 2026, the record date for the Special Meeting. The voting results, which have been certified by an independent inspector of elections, are available on a Form 8-K filed by DV with the SEC on October 29, 2026.
The Company continues to expect the transactions contemplated by the Merger Agreement to close by the first quarter of 2027, subject to satisfaction of customary closing conditions.
In light of the pending transactions contemplated by the Merger Agreement, DV has suspended future earnings and investors calls for the duration of the transactions’ pendency. Additionally, DV has withdrawn all previously issued financial outlook and guidance for the duration of the transactions’ pendency. Future updates regarding the transactions contemplated by the Merger Agreement and DV’s strategic progress will be provided through official press releases and regulatory filings, as appropriate.
Key Business Terms
Activation revenue is generated from the evaluation, verification, and measurement of advertising impressions purchased through programmatic demand-side and social media platforms.
Measurement revenue is generated from the verification and measurement of advertising impressions that are directly purchased on digital media properties, including publishers, CTV and social media platforms.
Supply-Side revenue is generated from platforms and publisher partners who use DoubleVerify’s data analytics to evaluate, verify and measure their advertising inventory.
Gross Revenue Retention Rate is 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.
Net Revenue Retention Rate is 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.
Media Transactions Measured (MTM) is the volume of media transactions that DoubleVerify’s software platform measures.
Measured Transaction Fee (MTF) is the fixed fee DoubleVerify charges per thousand Media Transactions Measured.
International Revenue Growth Rates are inclusive of foreign currency fluctuations.
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| As of | As of | ||||||
| (in thousands, except per share data) | September 30, 2026 | December 31, 2025 | |||||
| Assets: | |||||||
| Current assets | |||||||
| Cash and cash equivalents | $ | 250,852 | $ | 259,038 | |||
| Trade receivables, net of allowances for doubtful accounts of $8,307 and $8,096 as of September 30, 2026 and December 31, 2025, respectively | 228,009 | 221,158 | |||||
| Prepaid expenses and other current assets | 41,786 | 39,132 | |||||
| Total current assets | 520,647 | 519,328 | |||||
| Property, plant and equipment, net | 130,054 | 103,284 | |||||
| Operating lease right-of-use assets, net | 61,089 | 66,908 | |||||
| Goodwill | 511,084 | 516,002 | |||||
| Intangible assets, net | 81,299 | 101,616 | |||||
| Deferred tax assets | 29,714 | 30,920 | |||||
| Other non-current assets | 16,051 | 16,024 | |||||
| Total assets | $ | 1,349,938 | $ | 1,354,082 | |||
| Liabilities and Stockholders' Equity: | |||||||
| Current liabilities | |||||||
| Trade payables | $ | 14,860 | $ | 14,662 | |||
| Accrued expenses | 62,570 | 73,552 | |||||
| Operating lease liabilities, current | 7,349 | 9,057 | |||||
| Income tax liabilities | 1,742 | 3,829 | |||||
| Current portion of finance lease obligations | 13,823 | 6,982 | |||||
| Other current liabilities | 10,693 | 13,481 | |||||
| Total current liabilities | 111,037 | 121,563 | |||||
| Operating lease liabilities, non-current | 72,634 | 77,917 | |||||
| Finance lease obligations | 14,557 | 5,595 | |||||
| Deferred tax liabilities | 11,240 | 11,467 | |||||
| Other non-current liabilities | 7,072 | 6,208 | |||||
| Total liabilities | 216,540 | 222,750 | |||||
| Commitments and contingencies (Note 15) | |||||||
| Stockholders’ equity | |||||||
| Common stock, $0.001 par value, 1,000,000 shares authorized, 177,293 shares issued and 156,189 outstanding as of September 30, 2026; 1,000,000 shares authorized, 176,546 shares issued and 161,900 outstanding as of December 31, 2025 | 177 | 177 | |||||
| Additional paid-in capital | 1,082,656 | 1,059,938 | |||||
| Treasury stock, at cost, 21,104 shares and 14,646 shares as of September 30, 2026 and December 31, 2025, respectively | (297,856 | ) | (247,982 | ) | |||
| Retained earnings | 341,121 | 305,864 | |||||
| Accumulated other comprehensive income, net of income taxes | 7,300 | 13,335 | |||||
| Total stockholders’ equity | 1,133,398 | 1,131,332 | |||||
| Total liabilities and stockholders' equity | $ | 1,349,938 | $ | 1,354,082 | |||
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| (in thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||
| Revenue | $ | 205,638 | $ | 188,621 | $ | 580,252 | $ | 542,703 | ||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 38,542 | 33,465 | 104,185 | 97,557 | ||||||||||
| Product development | 44,427 | 44,842 | 136,201 | 136,762 | ||||||||||
| Sales, marketing and customer support | 47,981 | 47,022 | 141,836 | 141,594 | ||||||||||
| General and administrative | 28,009 | 26,997 | 80,691 | 83,100 | ||||||||||
| Depreciation and amortization | 18,334 | 15,191 | 50,333 | 42,275 | ||||||||||
| Income from operations | 28,345 | 21,104 | 67,006 | 41,415 | ||||||||||
| Interest expense | 652 | 467 | 1,540 | 1,330 | ||||||||||
| Other (income) expense, net | (251 | ) | 99 | 1,386 | (5,185 | ) | ||||||||
| Income before income taxes | 27,944 | 20,538 | 64,080 | 45,270 | ||||||||||
| Income tax expense | 12,015 | 10,336 | 28,823 | 23,949 | ||||||||||
| Net income | $ | 15,929 | $ | 10,202 | $ | 35,257 | $ | 21,321 | ||||||
| Earnings per share: | ||||||||||||||
| Basic | $ | 0.10 | $ | 0.06 | $ | 0.23 | $ | 0.13 | ||||||
| Diluted | $ | 0.10 | $ | 0.06 | $ | 0.22 | $ | 0.13 | ||||||
| Weighted-average common stock outstanding: | ||||||||||||||
| Basic | 155,200 | 162,031 | 156,623 | 163,285 | ||||||||||
| Diluted | 160,321 | 166,497 | 160,753 | 167,368 | ||||||||||
| Comprehensive income: | ||||||||||||||
| Net income | $ | 15,929 | $ | 10,202 | $ | 35,257 | $ | 21,321 | ||||||
| Other comprehensive (loss) income: | ||||||||||||||
| Foreign currency cumulative translation adjustment | (1,346 | ) | 839 | (6,035 | ) | 27,715 | ||||||||
| Total comprehensive income | $ | 14,583 | $ | 11,041 | $ | 29,222 | $ | 49,036 | ||||||
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
| Accumulated Other | ||||||||||||||||||||||||||
| Additional | Comprehensive | Total | ||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | Income (Loss) | Stockholders’ | |||||||||||||||||||||
| (in thousands) | Shares | Amount | Shares | Amount | Capital | Earnings | Net of Income Taxes | Equity | ||||||||||||||||||
| Balance as of January 1, 2026 | 176,546 | $ | 177 | 14,646 | $ | (247,982 | ) | $ | 1,059,938 | $ | 305,864 | $ | 13,335 | $ | 1,131,332 | |||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | (4,931 | ) | (4,931 | ) | ||||||||||||||||
| Shares repurchased for settlement of employee tax withholdings | — | — | 142 | (1,437 | ) | — | — | — | (1,437 | ) | ||||||||||||||||
| Stock-based compensation expense | — | — | — | — | 25,613 | — | — | 25,613 | ||||||||||||||||||
| Common stock issued upon exercise of stock options | — | — | — | — | 43 | — | — | 43 | ||||||||||||||||||
| Common stock issued upon vesting of restricted stock units | 90 | — | — | — | — | — | — | — | ||||||||||||||||||
| Common stock issued upon vesting of performance stock units | 53 | — | — | — | — | — | — | — | ||||||||||||||||||
| Shares repurchased under authorized repurchase programs | — | — | 7,270 | (75,145 | ) | — | — | — | (75,145 | ) | ||||||||||||||||
| Excise tax on shares repurchased | — | — | — | (618 | ) | — | — | — | (618 | ) | ||||||||||||||||
| Treasury stock reissued upon settlement of equity awards | — | — | (1,298 | ) | 20,239 | (20,239 | ) | — | — | — | ||||||||||||||||
| Net income | — | — | — | — | — | 6,410 | — | 6,410 | ||||||||||||||||||
| Balance as of March 31, 2026 | 176,689 | 177 | 20,760 | (304,943 | ) | 1,065,355 | 312,274 | 8,404 | 1,081,267 | |||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | 242 | 242 | ||||||||||||||||||
| Shares repurchased for settlement of employee tax withholdings | — | — | 392 | (4,025 | ) | — | — | — | (4,025 | ) | ||||||||||||||||
| Stock-based compensation expense | — | — | — | — | 26,941 | — | — | 26,941 | ||||||||||||||||||
| Common stock issued under employee purchase plan | — | — | — | — | 1,031 | — | — | 1,031 | ||||||||||||||||||
| Common stock issued upon exercise of stock options | — | — | — | — | 1,223 | — | — | 1,223 | ||||||||||||||||||
| Common stock issued upon vesting of restricted stock units | 392 | — | — | — | — | — | — | — | ||||||||||||||||||
| Common stock issued upon vesting of performance stock units | 29 | — | — | — | — | — | — | — | ||||||||||||||||||
| Shares repurchased under authorized repurchase programs | — | — | 2,497 | (25,050 | ) | — | — | — | (25,050 | ) | ||||||||||||||||
| Excise tax on shares repurchased | — | — | — | (97 | ) | — | — | — | (97 | ) | ||||||||||||||||
| Treasury stock reissued upon settlement of equity awards | — | — | (1,474 | ) | 20,870 | (20,870 | ) | — | — | — | ||||||||||||||||
| Net income | — | — | — | — | — | 12,918 | — | 12,918 | ||||||||||||||||||
| Balance as of June 30, 2026 | 177,110 | 177 | 22,175 | (313,245 | ) | 1,073,680 | 325,192 | 8,646 | 1,094,450 | |||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | (1,346 | ) | (1,346 | ) | ||||||||||||||||
| Shares repurchased for settlement of employee tax withholdings | — | — | 183 | (2,453 | ) | — | — | — | (2,453 | ) | ||||||||||||||||
| Stock-based compensation expense | — | — | — | — | 26,512 | — | — | 26,512 | ||||||||||||||||||
| Common stock issued upon exercise of stock options | — | — | — | — | 138 | — | — | 138 | ||||||||||||||||||
| Common stock issued upon vesting of restricted stock units | 153 | — | — | — | — | — | — | — | ||||||||||||||||||
| Common stock issued upon vesting of performance stock units | 30 | — | — | — | — | — | — | — | ||||||||||||||||||
| Excise tax on shares repurchased | — | — | — | 168 | — | — | — | 168 | ||||||||||||||||||
| Treasury stock reissued upon settlement of equity awards | — | — | (1,254 | ) | 17,674 | (17,674 | ) | — | — | — | ||||||||||||||||
| Net income | — | — | — | — | — | 15,929 | — | 15,929 | ||||||||||||||||||
| Balance as of September 30, 2026 | 177,293 | $ | 177 | 21,104 | $ | (297,856 | ) | $ | 1,082,656 | $ | 341,121 | $ | 7,300 | $ | 1,133,398 | |||||||||||
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
| Accumulated Other | ||||||||||||||||||||||||||
| Additional | Comprehensive | Total | ||||||||||||||||||||||||
| Common Stock | Treasury Stock | Paid-in | Retained | Income (Loss) | Stockholders’ | |||||||||||||||||||||
| (in thousands) | Shares | Amount | Shares | Amount | Capital | Earnings | Net of Income Taxes | Equity | ||||||||||||||||||
| Balance as of January 1, 2025 | 174,003 | $ | 174 | 6,934 | $ | (131,620 | ) | $ | 974,383 | $ | 255,214 | $ | (14,692 | ) | $ | 1,083,459 | ||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | 7,493 | 7,493 | ||||||||||||||||||
| Shares repurchased for settlement of employee tax withholdings | — | — | 210 | (3,210 | ) | — | — | — | (3,210 | ) | ||||||||||||||||
| Stock-based compensation expense | — | — | — | — | 25,080 | — | — | 25,080 | ||||||||||||||||||
| Common stock issued upon exercise of stock options | 58 | — | — | — | 222 | — | — | 222 | ||||||||||||||||||
| Common stock issued upon vesting of restricted stock units | 641 | 1 | — | — | (1 | ) | — | — | — | |||||||||||||||||
| Common stock issued upon vesting of performance stock units | 71 | — | — | — | — | — | — | — | ||||||||||||||||||
| Shares repurchased under authorized repurchase programs | — | — | 5,169 | (82,240 | ) | — | — | — | (82,240 | ) | ||||||||||||||||
| Excise tax on shares repurchased | — | — | — | (64 | ) | (668 | ) | — | — | (732 | ) | |||||||||||||||
| Treasury stock reissued upon settlement of equity awards | — | — | (18 | ) | 350 | (350 | ) | — | — | — | ||||||||||||||||
| Net income | — | — | — | — | — | 2,361 | — | 2,361 | ||||||||||||||||||
| Balance as of March 31, 2025 | 174,773 | 175 | 12,295 | (216,784 | ) | 998,666 | 257,575 | (7,199 | ) | 1,032,433 | ||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | 19,383 | 19,383 | ||||||||||||||||||
| Shares repurchased for settlement of employee tax withholdings | — | — | 35 | (494 | ) | — | — | — | (494 | ) | ||||||||||||||||
| Stock-based compensation expense | — | — | — | — | 28,053 | — | — | 28,053 | ||||||||||||||||||
| Common stock issued under employee purchase plan | 135 | — | — | — | 1,577 | — | — | 1,577 | ||||||||||||||||||
| Common stock issued upon exercise of stock options | 29 | — | — | — | 148 | — | — | 148 | ||||||||||||||||||
| Common stock issued upon vesting of restricted stock units | 954 | 1 | — | — | (1 | ) | — | — | — | |||||||||||||||||
| Common stock issued upon vesting of performance stock units | 14 | — | — | — | — | — | — | — | ||||||||||||||||||
| Excise tax on shares repurchased | — | — | — | 157 | — | — | — | 157 | ||||||||||||||||||
| Net income | — | — | — | — | — | 8,758 | — | 8,758 | ||||||||||||||||||
| Balance as of June 30, 2025 | 175,905 | 176 | 12,330 | (217,121 | ) | 1,028,443 | 266,333 | 12,184 | 1,090,015 | |||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | 839 | 839 | ||||||||||||||||||
| Shares repurchased for settlement of employee tax withholdings | — | — | 259 | (3,391 | ) | — | — | — | (3,391 | ) | ||||||||||||||||
| Stock-based compensation expense | — | — | — | — | 28,786 | — | — | 28,786 | ||||||||||||||||||
| Common stock issued upon exercise of stock options | 76 | — | — | — | 260 | — | — | 260 | ||||||||||||||||||
| Common stock issued upon vesting of restricted stock units | 313 | — | — | — | — | — | — | — | ||||||||||||||||||
| Common stock issued upon vesting of performance stock units | 6 | — | — | — | — | — | — | — | ||||||||||||||||||
| Shares repurchased under authorized repurchase programs | — | — | 3,258 | (50,065 | ) | — | — | — | (50,065 | ) | ||||||||||||||||
| Excise tax on shares repurchased | — | — | — | (396 | ) | — | — | — | (396 | ) | ||||||||||||||||
| Treasury stock reissued upon settlement of equity awards | — | — | (641 | ) | 10,962 | (10,962 | ) | — | — | — | ||||||||||||||||
| Net income | — | — | — | — | — | 10,202 | — | 10,202 | ||||||||||||||||||
| Balance as of September 30, 2025 | 176,300 | $ | 176 | 15,206 | $ | (260,011 | ) | $ | 1,046,527 | $ | 276,535 | $ | 13,023 | $ | 1,076,250 | |||||||||||
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Nine Months Ended | |||||||
| September 30, | |||||||
| (in thousands) | 2026 | 2025 | |||||
| Operating activities: | |||||||
| Net income | $ | 35,257 | $ | 21,321 | |||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||
| Bad debt expense | 2,558 | 1,897 | |||||
| Depreciation and amortization expense | 50,333 | 42,275 | |||||
| Amortization of debt issuance costs | 326 | 326 | |||||
| Non-cash lease expense | 6,344 | 5,903 | |||||
| Deferred taxes | 1,120 | 17,055 | |||||
| Stock-based compensation expense | 74,862 | 78,728 | |||||
| Interest expense, net | 392 | 321 | |||||
| Loss on disposal of fixed assets | — | 101 | |||||
| Other | (448 | ) | 771 | ||||
| Changes in operating assets and liabilities, net of effects of business combinations | |||||||
| Trade receivables | (10,286 | ) | 11,596 | ||||
| Prepaid expenses and other assets | (1,802 | ) | (36,824 | ) | |||
| Trade payables | 271 | 1,057 | |||||
| Accrued expenses and other liabilities | (22,544 | ) | (6,070 | ) | |||
| Net cash provided by operating activities | 136,383 | 138,457 | |||||
| Investing activities: | |||||||
| Purchase of property, plant and equipment | (31,353 | ) | (27,952 | ) | |||
| Acquisition of businesses, net of cash acquired | — | (82,578 | ) | ||||
| Proceeds from maturity of short-term investments | — | 17,753 | |||||
| Other investing activities | — | (1,000 | ) | ||||
| Net cash used in investing activities | (31,353 | ) | (93,777 | ) | |||
| Financing activities: | |||||||
| Proceeds from common stock issued upon exercise of stock options | 1,404 | 630 | |||||
| Proceeds from common stock issued under employee purchase plan | 1,031 | 1,577 | |||||
| Finance lease payments | (5,832 | ) | (2,944 | ) | |||
| Shares repurchased under authorized repurchase programs | (100,195 | ) | (132,305 | ) | |||
| Payment of excise tax on shares repurchased | (884 | ) | (668 | ) | |||
| Shares repurchased for settlement of employee tax withholdings | (7,915 | ) | (7,095 | ) | |||
| Net cash used in financing activities | (112,391 | ) | (140,805 | ) | |||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | (849 | ) | 4,109 | ||||
| Net decrease in cash, cash equivalents, and restricted cash | (8,210 | ) | (92,016 | ) | |||
| Cash, cash equivalents, and restricted cash - Beginning of period | 260,034 | 293,741 | |||||
| Cash, cash equivalents, and restricted cash - End of period | $ | 251,824 | $ | 201,725 | |||
| Cash and cash equivalents | $ | 250,852 | $ | 200,729 | |||
| Restricted cash - non-current (included in Other non-current assets on the Condensed Consolidated Balance Sheets) | 972 | 996 | |||||
| Total cash and cash equivalents and restricted cash | $ | 251,824 | $ | 201,725 | |||
| Supplemental cash flow information: | |||||||
| Cash paid for interest | $ | 945 | $ | 878 | |||
| Non-cash investing and financing activities: | |||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities, net of impairments and tenant improvement allowances | $ | 479 | $ | 5,139 | |||
| Acquisition of equipment under finance lease | $ | 21,635 | $ | 13,805 | |||
| Capital assets financed by accounts payable and accrued expenses | $ | 24 | $ | 35 | |||
| Stock-based compensation included in capitalized software development costs | $ | 4,209 | $ | 3,190 | |||
| Accrued excise tax on net share repurchases | $ | 547 | $ | 971 | |||
Comparison of the Three and Nine Months Ended September 30, 2026 and September 30, 2025
Revenue
| Three Months Ended September 30, | Change | Change | Nine Months Ended September 30, | Change | Change | ||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||
| (In Thousands) | (In Thousands) | ||||||||||||||||||||||
| Revenue by customer type: | |||||||||||||||||||||||
| Activation | $ | 117,572 | $ | 106,693 | $ | 10,879 | 10 | % | $ | 325,802 | $ | 310,814 | $ | 14,988 | 5 | % | |||||||
| Measurement | 69,122 | 63,829 | 5,293 | 8 | 197,685 | 180,155 | 17,530 | 10 | |||||||||||||||
| Supply-side | 18,944 | 18,099 | 845 | 5 | 56,765 | 51,734 | 5,031 | 10 | |||||||||||||||
| Total revenue | $ | 205,638 | $ | 188,621 | $ | 17,017 | 9 | % | $ | 580,252 | $ | 542,703 | $ | 37,549 | 7 | % | |||||||
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, management believes that certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Non-GAAP Net income, Non-GAAP Earnings Per Share, Free Cash Flow and Free Cash Flow Conversion (collectively "Non-GAAP Financial Measures") are useful in evaluating our business.
We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue. We calculate Non-GAAP net income as GAAP net income adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as amortization of acquired intangibles assets, acquisition-related costs, other non-recurring costs, as well as the income tax effect of these adjustments. Basic non-GAAP earnings per share is calculated by dividing non-GAAP net income by the number of weighted-average common stock outstanding. Diluted Non-GAAP earnings per share adjusts the Basic Non-GAAP earnings per share for the potential dilutive impact of shares of common stock using the treasury stock method. We calculate free cash flow as net cash provided by operating activities determined in accordance with GAAP less purchases of property, plant, and equipment which includes capitalized software development costs. Free cash flow conversion is calculated as free cash flow divided by Adjusted EBITDA for the same period. We use the Non-GAAP Financial Measures 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 our operating results on a consistent basis by either excluding items that we do not believe are indicative of our core operating performance or by measuring cash generated by our operations that is available for various strategic initiatives.
The following tables show the Company’s non-GAAP financial metrics reconciled to the comparable GAAP financial metrics included in this release.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| (In Thousands) | (In Thousands) | ||||||||||||||
| Net income | $ | 15,929 | $ | 10,202 | $ | 35,257 | $ | 21,321 | |||||||
| Net income margin | 8 | % | 5 | % | 6 | % | 4 | % | |||||||
| Depreciation and amortization | 18,334 | 15,191 | 50,333 | 42,275 | |||||||||||
| Stock-based compensation | 25,088 | 27,379 | 74,862 | 78,728 | |||||||||||
| Interest expense | 652 | 467 | 1,540 | 1,330 | |||||||||||
| Income tax expense | 12,015 | 10,336 | 28,823 | 23,949 | |||||||||||
| M&A and restructuring costs (recoveries) (a) | 2,850 | (10 | ) | 2,850 | 1,656 | ||||||||||
| Other costs (b) | 803 | 2,187 | 898 | 3,705 | |||||||||||
| Other (income) expense (c) | (251 | ) | 99 | 1,386 | (5,185 | ) | |||||||||
| Adjusted EBITDA | $ | 75,420 | $ | 65,851 | $ | 195,949 | $ | 167,779 | |||||||
| Adjusted EBITDA margin | 37 | % | 35 | % | 34 | % | 31 | % | |||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| (In Thousands) | (In Thousands) | ||||||||||||||
| Net Income | $ | 15,929 | $ | 10,202 | $ | 35,257 | $ | 21,321 | |||||||
| Stock-based compensation | 25,088 | 27,379 | 74,862 | 78,728 | |||||||||||
| Amortization of acquired intangibles | 6,522 | 7,929 | 19,613 | 23,236 | |||||||||||
| M&A and restructuring costs (recoveries) (a) | 2,850 | (10 | ) | 2,850 | 1,656 | ||||||||||
| Other costs (b) | 803 | 2,187 | 898 | 3,705 | |||||||||||
| Income tax effect of non-GAAP adjustments (d) | (10,932 | ) | (11,620 | ) | (30,449 | ) | (33,271 | ) | |||||||
| Non-GAAP net income | $ | 40,260 | $ | 36,067 | $ | 103,031 | $ | 95,375 | |||||||
| GAAP earnings per share: | |||||||||||||||
| Basic | $ | 0.10 | $ | 0.06 | $ | 0.23 | $ | 0.13 | |||||||
| Diluted | $ | 0.10 | $ | 0.06 | $ | 0.22 | $ | 0.13 | |||||||
| GAAP Weighted-average common stock outstanding: | |||||||||||||||
| Basic | 155,200 | 162,031 | 156,623 | 163,285 | |||||||||||
| Diluted | 160,321 | 166,497 | 160,753 | 167,368 | |||||||||||
| Non-GAAP earnings per share: | |||||||||||||||
| Basic | $ | 0.26 | $ | 0.22 | $ | 0.66 | $ | 0.58 | |||||||
| Diluted | $ | 0.25 | $ | 0.22 | $ | 0.64 | $ | 0.57 | |||||||
| Non-GAAP Weighted-average common stock outstanding: | |||||||||||||||
| Basic | 155,200 | 162,031 | 156,623 | 163,285 | |||||||||||
| Diluted | 160,321 | 166,497 | 160,753 | 167,368 | |||||||||||
(a) M&A and restructuring costs for the three and nine months ended September 30, 2026 consist of transaction costs in connection with the Merger Agreement. M&A and restructuring costs (recoveries) for the three and nine months ended September 30, 2025 consist of transaction costs related to the acquisition of Rockerbox.
(b) Other costs for the three and nine months ended September 30, 2026 consist of expenses with respect to litigation and regulatory matters outside of the ordinary course. Other costs for the three and nine months ended September 30, 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.
(c) Other (income) expense for the three and nine months ended September 30, 2026 and September 30, 2025 consists of interest income earned on interest-bearing monetary assets, and the impact of changes in foreign currency exchange rates.
(d) We calculate the income tax effect of the adjustments using a non-GAAP effective tax rate to provide consistency across reporting periods. For the non-GAAP reconciliation, effective tax rates for the three and nine months ended September 30, 2026 and 2025 were calculated using assumed blended tax rates of 31%, respectively. These rates represent a blend of the statutory federal tax and state taxes rates associated with the most recent Annual Report on Form 10-K. We will periodically reevaluate this tax rate, as necessary, for significant events such as relevant tax law changes.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| (In Thousands) | (In Thousands) | ||||||||||||||
| Net cash provided by operating activities | $ | 55,970 | $ | 51,181 | $ | 136,383 | $ | 138,457 | |||||||
| Purchase of property, plant and equipment | (10,297 | ) | (12,139 | ) | (31,353 | ) | (27,952 | ) | |||||||
| Free cash flow | $ | 45,673 | $ | 39,042 | $ | 105,030 | $ | 110,505 | |||||||
| Free cash flow conversion | 61 | % | 59 | % | 54 | % | 66 | % | |||||||
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;
- they do not reflect our 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 they do not reflect any cash requirements for such replacements.
In addition, other companies in our industry may calculate these Non-GAAP Financial Measures differently than we do, 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.
Total stock-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||
| September 30, | September 30, | ||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||
| Product development | $ | 9,679 | $ | 10,739 | $ | 29,198 | $ | 30,394 | |||
| Sales, marketing and customer support | 7,692 | 7,932 | 22,404 | 24,387 | |||||||
| General and administrative | 7,717 | 8,708 | 23,260 | 23,947 | |||||||
| Total stock-based compensation | $ | 25,088 | $ | 27,379 | $ | 74,862 | $ | 78,728 | |||
Forward-Looking Statements
This press release contains forward-looking statements. Statements contained in this communication other than statements of historical fact are forward-looking statements, including statements regarding the Merger and the other transactions contemplated by the Merger Agreement. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “likely” or “continue,” the negative of these terms and other comparable terminology. Any statements in this press release regarding the proposed Merger, and any other statements that are not historical facts are forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. Important factors, risks and uncertainties that could cause actual results to differ materially from forward-looking statements include but are not limited to: (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of our common stock; (ii) the timing to consummate the Merger, or the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; (iii) the failure to satisfy the conditions to the consummation of the Merger, and the other transactions contemplated thereby; (iv) the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; (v) the effect of the pendency of the Merger on the Company’s business relationships, operating results and business generally; (vi) certain restrictions during the pendency of the Merger that may impact our ability to pursue certain business opportunities or strategic transactions; (vii) risks that the Merger disrupts current plans and operations; (viii) risks related to diverting management’s attention from our ongoing business operations; (ix) the outcome of any legal proceedings that may be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (x) our ability to retain, hire and integrate skilled personnel, and maintain relationships with key business partners and customers, and others with whom we do business, in light of the proposed Merger; (xi) unexpected costs, charges or expenses resulting from the Merger; (xii) risks that the benefits of the Merger are not realized when and as expected; and (xiii) those risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and our Quarterly Reports on Form 10-Q for the quarter ended September 30, 2026. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can management assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement the Company makes. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
About DoubleVerify
DoubleVerify (NYSE: DV) is the industry’s leading media effectiveness platform 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. Learn more at www.doubleverify.com.
Investor Relations
Brinlea Johnson
The Blueshirt Group
IR@doubleverify.com
Media Contact
Chris Harihar
Crenshaw Communications
646-535-9475
chris@crenshawcomm.com
