Earnings release
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Exhibit 99.1 DoubleVerify Reports Third Quarter 2025 Financial Results Delivered 11% Year-over-Year Revenue Growth to $188.6 Million and 35% Adjusted EBITDA Margins reaching $65.9 Million Raised Full-Year 2025 Adjusted EBITDA margin guidance to approximately 33% NEW YORK – November 7, 2025 – 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, 2025. “We delivered 11% year-over-year growth in the third quarter, reflecting disciplined execution and continued progress across our key growth initiatives, while delivering stronger quarterly margins as we leverage AI to drive efficiencies in our model,” said Mark Zagorski, CEO of DoubleVerify. “We’re innovating at speed for the AI era, launching DV AI Verification to enhance transparency, performance, and protection for advertisers while also leveraging AI to make our core solutions even more powerful. In Social, our new DV Authentic Advantage solution is gaining early traction with leading global brands, underscoring demand for transparent, performance-driven tools in walled gardens. The launch of our Verified Streaming TV solution extends our leadership with new pre-bid and measurement capabilities that root out misaligned CTV placements, automated Do Not Air Lists that will drive greater efficiency in program-level exclusions, and our recently announced IMDb data integration that will deliver deeper, show-level transparency to improve campaign performance. Together, these innovations reinforce DV’s position as the independent standard for trust and transparency across all digital media. As AI reshapes how media is bought, measured, and optimized, and social and CTV take a commanding share of ad budgets, our trusted, independent platform remains essential to helping advertisers drive performance and accountability in an increasingly complex ecosystem.” Third Quarter 2025 Financial Highlights: (All comparisons are to the third quarter of 2024) ● Total revenue of $188.6 million, an increase of 11%. ● Activation revenue of $106.7 million, an increase of 10%. ● Measurement revenue of $63.8 million, an increase of 9%.o Social measurement revenue increased by 9%.o International measurement revenue increased by 2%.o Media Transactions Measured (MTM) for CTV increased by 30%. ● Supply-side revenue of $18.1 million, an increase of 27%. ● Net income of $10.2 million and adjusted EBITDA of $65.9 million, which represented a 35% adjusted EBITDA margin.
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Third Quarter and Recent Business Highlights: ● Grew Total Advertiser revenue by 10% year-over-year in the third quarter. ○ MTM increased by 12% year-over-year, and Measured Transaction Fee (MTF) declined 4% year-over-year, excluding the impact of an introductory fixed fee deal for one large customer. ● Continued to achieve a Gross Revenue Retention rate of over 95% in the third quarter. ● Drove global market share growth through product upsells, international expansion, and new enterprise logo wins. Notable third-quarter new business wins include: ○ New enterprise customer wins: Citigroup UK, Henkel, Red Bull, Under Armour, and Premier Inn ○ Expansions: Vodafone, Papa John’s, Sonos AI, Social Media & CTV Announcements New Product Launches ● Launched DV AI Verification™ to help advertisers identify and manage AI agent interactions and avoid low-quality AI-generated content, advancing DV’s leadership in AI-driven transparency and media quality. The new suite includes Agent ID Measurement to detect and classify AI-powered chatbots and automated traffic, and AI SlopStopper to help advertisers avoid AI-generated content across open web and social environments. ● Launched DV Authentic Advantage into general availability, introducing an industry-first integrated activation, optimization, and measurement solution that delivers brand protection without performance trade-offs on social media, and closed several leading CPG advertisers within the first weeks of introduction. ● Introduced industry-first Streaming TV products to enhance transparency and elevate ad quality across Connected TV, including Verified Streaming TV™ pre-bid segments and measurement and “Do Not Air” Automation within DV Authentic Brand Suitability®. These innovations help advertisers ensure their campaigns run in premium, TV-like environments and automate brand-safety enforcement across streaming platforms. Expanded Coverage and Partnerships ● Expanded AI-powered brand suitability measurement coverage across Meta Threads, bringing independent third-party verification to Meta’s newest platform and enabling advertisers to evaluate contextual relevance, safeguard brand equity, and improve campaign effectiveness.
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● Significantly expanded content-level avoidance across Meta’s Facebook and Instagram Feeds and Reels, nearly doubling DV’s ability to filter content on behalf of advertisers' suitability preferences across categories and markets to better protect brand equity. ● Expanded TikTok’s Video Exclusion List Solution by 100x, significantly enhancing advertisers’ ability to exclude unsuitable content and reducing their rate of unsuitable content by one-third, delivering markedly stronger pre-screen brand protection. ● Expanded AI-powered brand suitability measurement across additional Snapchat placements, including Shows and Publisher Stories, while launching Viewability and Fraud measurement on sponsored Snaps within Snapchat’s Chat Feed, enhancing transparency and extending coverage across premium inventory. ● Leveraged authoritative metadata and popularity insights licensed from IMDb to enhance show-level transparency and classification for streaming TV. By integrating unique IMDb data, including Parents Guides, Meters, and Ratings, DoubleVerify will deliver more granular, precise suitability insights that help improve media quality and performance for global brands. ● Expanded collaboration with Roku to strengthen transparency and performance in streaming TV, blocking billions of fraudulent ad requests that mimicked Roku device traffic and delivered a substantial reduction in falsified impressions across the ecosystem. The partnership leverages Roku’s Advertising Watermark and DV’s Fraud Lab technology to authenticate inventory and combat device spoofing at scale, enhancing trust and accountability for advertisers. Programmatic Expansions & Supply-Side Partnerships ● Expanded integration with Microsoft Advertising, integrating DV measurement to Microsoft’s owned and across Microsoft properties, such as MSN, Outlook, and Microsoft Casual Games, while launching DV Campaign Automator™ to streamline trafficking workflows and enhance campaign performance. ● Continued to drive supply-side growth with new platform and publisher partnerships, including AMC, Univision, Rumble, Wiley, and Rakuten’s Viber. Share Repurchase Program ● Repurchased 3.3 million shares for $50.1 million in the third quarter, bringing total repurchases to 8.4 million shares for $132.3 million over the nine months ended September 30, 2025, inclusive of broker commissions. As of November 7, 2025, $90.0 million remained available and authorized for repurchase under the New Repurchase Program.
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“Our third-quarter results reflect double-digit growth, strong profitability, and continued operating leverage,” said Nicola Allais, CFO of DoubleVerify. “We delivered adjusted EBITDA of $66 million, or a 35% margin, exceeding the high end of our guidance range as we continue to scale efficiently through AI-driven automation and disciplined cost management. For full-year 2025, we expect approximately 14% revenue growth and are raising our adjusted EBITDA margin guidance from 32% to 33%, highlighting the strength and scalability of our model.” Fourth Quarter and Full-Year 2025 Guidance: DoubleVerify anticipates Revenue and Adjusted EBITDA to be in the following ranges: Fourth Quarter 2025: ● Revenue in the range of $207 and $211 million, a year-over-year increase of 10% at the midpoint. ● Adjusted EBITDA in the range of $77 and $81 million, representing a 38% margin at the midpoint. Full Year 2025: ● Revenue growth of approximately 14%. ● Adjusted EBITDA margin of approximately 33%. With respect to the Company’s expectations under "Fourth Quarter and Full Year 2025 Guidance" above, the Company has not reconciled the non-GAAP measure Adjusted EBITDA to the GAAP measure net income in this press release because the Company does not provide guidance for depreciation and amortization expense, acquisition-related costs, interest income, and income taxes on a consistent basis as the Company is unable to quantify these amounts without unreasonable efforts, which would be required to include a reconciliation of Adjusted EBITDA to GAAP net income. In addition, the Company believes such a reconciliation would imply a degree of precision that could be confusing or misleading to investors. Conference Call, Webcast, and Other Information DoubleVerify will host a conference call and live webcast to discuss its third quarter 2025 financial results at 8:00 a.m. Eastern Time today, November 7, 2025. To access the conference call, dial (800) 715-9871 for the U.S. or Canada, or +1 (646) 307-1963 for international callers. The conference ID is 5064608. The webcast will be available live on the Investors section of the Company’s website at https://ir.doubleverify.com/. An archived webcast will be available approximately two hours after the conclusion of the live event. In addition, DoubleVerify plans to post certain additional historical quarterly financial information on the investor relations portion of its website for easy access to investors.
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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. 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.
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DoubleVerify Holdings, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) As of As of (in thousands, except per share data) September 30, 2025 December 31, 2024 Assets: Current assets Cash and cash equivalents $ 200,729 $ 292,820 Short-term investments — 17,805 Trade receivables, net of allowances for doubtful accounts of $7,876 and $9,003 as of September 30, 2025 and December 31, 2024, respectively 217,586 226,225 Prepaid expenses and other current assets 58,568 22,201 Total current assets 476,883 559,051 Property, plant and equipment, net 98,358 70,195 Operating lease right-of-use assets, net 68,508 67,721 Goodwill 516,960 427,621 Intangible assets, net 108,195 110,356 Deferred tax assets 14,233 35,488 Other non-current assets 12,759 5,778 Total assets $ 1,295,896 $ 1,276,210 Liabilities and Stockholders' Equity: Current liabilities Trade payables $ 13,343 $ 11,598 Accrued expenses 70,400 54,532 Operating lease liabilities, current 9,821 11,048 Income tax liabilities 549 15,592 Current portion of finance lease obligations 7,410 2,512 Other current liabilities 18,351 8,200 Total current liabilities 119,874 103,482 Operating lease liabilities, non-current 79,108 77,297 Finance lease obligations 6,775 812 Deferred tax liabilities 8,322 8,509 Other non-current liabilities 5,567 2,651 Total liabilities 219,646 192,751 Commitments and contingencies (Note 15) Stockholders’ equity Common stock, $0.001 par value, 1,000,000 shares authorized, 176,300 shares issued and 161,094 outstanding as of September 30, 2025; 1,000,000 shares authorized, 174,003 shares issued and 167,069 outstanding as of December 31, 2024 176 174 Additional paid-in capital 1,046,527 974,383 Treasury stock, at cost, 15,206 shares and 6,934 shares as of September 30, 2025 and December 31, 2024, respectively (260,011) (131,620) Retained earnings 276,535 255,214 Accumulated other comprehensive income (loss), net of income taxes 13,023 (14,692) Total stockholders’ equity 1,076,250 1,083,459 Total liabilities and stockholders' equity $ 1,295,896 $ 1,276,210
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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) 2025 2024 2025 2024 Revenue $ 188,621 $ 169,556 $ 542,703 $ 466,228 Cost of revenue (exclusive of depreciation and amortization shown separately below) 33,465 29,479 97,557 82,199 Product development 44,842 39,306 136,762 115,506 Sales, marketing and customer support 47,022 40,525 141,594 123,260 General and administrative 26,997 23,039 83,100 68,180 Depreciation and amortization 15,191 11,483 42,275 33,415 Income from operations 21,104 25,724 41,415 43,668 Interest expense 467 353 1,330 818 Other expense (income), net 99 (4,225) (5,185) (8,561) Income before income taxes 20,538 29,596 45,270 51,411 Income tax expense 10,336 11,395 23,949 18,580 Net income $ 10,202 $ 18,201 $ 21,321 $ 32,831 Earnings per share: Basic $ 0.06 $ 0.11 $ 0.13 $ 0.19 Diluted $ 0.06 $ 0.10 $ 0.13 $ 0.19 Weighted-average common stock outstanding: Basic 162,031 170,254 163,285 171,060 Diluted 166,497 173,911 167,368 175,868 Comprehensive income: Net income $ 10,202 $ 18,201 $ 21,321 $ 32,831 Other comprehensive income: Foreign currency cumulative translation adjustment 839 9,079 27,715 2,640 Total comprehensive income $ 11,041 $ 27,280 $ 49,036 $ 35,471
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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 the Repurchase Program and New Repurchase Program — — 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 the New Repurchase Program — — 3,258 (50,065) — — — (50,065)
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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
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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, 2024 171,168$ 171 22 $ (743)$ 878,331$ 198,983$ (2,803)$ 1,073,939 Foreign currency translation adjustment — — — — — — (4,625) (4,625) Shares repurchased for settlement of employee tax withholdings — — 48 (1,792) — — — (1,792) Stock-based compensation expense — — — — 20,718 — — 20,718 Common stock issued upon exercise of stock options 153 — — — 1,695 — — 1,695 Common stock issued upon vesting of restricted stock units 435 1 — — (1) — — — Treasury stock reissued upon settlement of equity awards — — (38) 1,389 (1,389) — — — Net income — — — — — 7,156 — 7,156 Balance as of March 31, 2024 171,756 172 32 (1,146) 899,354 206,139 (7,428) 1,097,091 Foreign currency translation adjustment — — — — — — (1,814) (1,814) Shares repurchased for settlement of employee tax withholdings — — 30 (660) — — — (660) Stock-based compensation expense — — — — 25,315 — — 25,315 Common stock issued under employee purchase plan 124 — — — 1,914 — — 1,914 Common stock issued upon exercise of stock options 126 — — — 870 — — 870 Common stock issued upon vesting of restricted stock units 628 1 — — (1) — — — Shares repurchased under the Repurchase Program — — 1,369 (25,027) — — — (25,027) Treasury stock reissued upon settlement of equity awards — — (41) 1,390 (1,390) — — — Net income — — — — — 7,474 — 7,474 Balance as of June 30, 2024 172,634 173 1,390 (25,443) 926,062 213,613 (9,242) 1,105,163 Foreign currency translation adjustment — — — — — — 9,079 9,079 Shares repurchased for settlement of employee tax withholdings — — 34 (636) — — — (636) Stock-based compensation expense — — — — 23,474 — — 23,474 Common stock issued upon exercise of stock options 53 — — — 324 — — 324 Common stock issued upon vesting of restricted stock units 601 — — — — — — — Shares repurchased under the Repurchase Program — — 1,254 (25,025) — — — (25,025) Treasury stock reissued upon settlement of equity awards — — (21) 404 (404) — — — Net income — — — — — 18,201 — 18,201 Balance as of September 30, 2024 173,288$ 173 2,657$ (50,700)$ 949,456$ 231,814$ (163)$ 1,130,580
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DoubleVerify Holdings, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, (in thousands) 2025 2024 Operating activities: Net income $ 21,321 $ 32,831 Adjustments to reconcile net income to net cash provided by operating activities Bad debt expense 1,897 3,546 Depreciation and amortization expense 42,275 33,415 Amortization of debt issuance costs 326 334 Non-cash lease expense 5,903 5,329 Deferred taxes 17,055 (17,253) Stock-based compensation expense 78,728 67,906 Interest expense (income), net 321 (854) Loss on disposal of fixed assets 101 — Other 771 1,360 Changes in operating assets and liabilities, net of effects of business combinations Trade receivables 11,596 10,333 Prepaid expenses and other assets (36,824) (12,592) Trade payables 1,057 617 Accrued expenses and other liabilities (6,070) (2,692) Net cash provided by operating activities 138,457 122,280 Investing activities: Purchase of property, plant and equipment (27,952) (19,792) Acquisition of businesses, net of cash acquired (82,578) — Purchase of short-term investments — (81,937) Proceeds from maturity of short-term investments 17,753 32,210 Other investing activities (1,000) — Net cash used in investing activities (93,777) (69,519) Financing activities: Proceeds from common stock issued upon exercise of stock options 630 2,889 Proceeds from common stock issued under employee purchase plan 1,577 1,914 Finance lease payments (2,944) (1,940) Shares repurchased under the Repurchase Program and New Repurchase Program (132,305) (50,052) Payment of excise tax on shares repurchased (668) — Shares repurchased for settlement of employee tax withholdings (7,095) (3,088) Net cash used in financing activities (140,805) (50,277) Effect of exchange rate changes on cash and cash equivalents and restricted cash 4,109 150 Net (decrease) increase in cash, cash equivalents, and restricted cash (92,016) 2,634 Cash, cash equivalents, and restricted cash - Beginning of period 293,741 310,257 Cash, cash equivalents, and restricted cash - End of period $ 201,725 $ 312,891 Cash and cash equivalents $ 200,729 $ 311,910 Restricted cash - current (included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets) — 128 Restricted cash - non-current (included in Other non-current assets on the Condensed Consolidated Balance Sheets) 996 853 Total cash and cash equivalents and restricted cash $ 201,725 $ 312,891 Supplemental cash flow information: Cash paid for taxes $ 57,717 $ 36,141 Cash paid for interest $ 878 $ 430 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 $ 5,139 $ 14,553 Acquisition of equipment under finance lease $ 13,805 $ — Capital assets financed by accounts payable and accrued expenses $ 35 $ 82 Stock-based compensation included in capitalized software development costs $ 3,190 $ 1,585 Accrued excise tax on net share repurchases $ 971 $ —
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Comparison of the Three and Nine Months Ended September 30, 2025 and September 30, 2024 Revenue Three Months Ended September 30, Change Change Nine Months Ended September 30, Change Change 2025 2024 $ % 2025 2024 $ % (In Thousands) (In Thousands) Revenue by customer type: Activation $ 106,693 $ 96,791 $ 9,902 10% $ 310,814 $ 263,584 $ 47,230 18% Measurement 63,829 58,468 5,361 9 180,155 162,560 17,595 11 Supply-side 18,099 14,297 3,802 27 51,734 40,084 11,650 29 Total revenue $ 188,621 $ 169,556 $ 19,065 11 % $ 542,703 $ 466,228 $ 76,475 16% 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 and Non-GAAP Earnings Per Share (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 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 excluding items that we do not believe are indicative of our core operating performance.
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The following tables show the Company’s non-GAAP financial metrics reconciled to the comparable GAAP financial metrics included in this release. In addition, DoubleVerify plans to post historical quarterly financial information for Non-GAAP Net Income and Non-GAAP Earnings Per Share for the fiscal year 2024 on the investor relations portion of its website. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In Thousands) (In Thousands) Net income $ 10,202 $ 18,201 $ 21,321 $ 32,831 Net income margin 5% 11% 4% 7% Depreciation and amortization 15,191 11,483 42,275 33,415 Stock-based compensation 27,379 22,950 78,728 67,906 Interest expense 467 353 1,330 818 Income tax expense 10,336 11,395 23,949 18,580 M&A and restructuring (recoveries) costs (a) (10) — 1,656 — Offering and secondary offering costs (b) — — — 68 Other costs (c) 2,187 — 3,705 — Other expense (income) (d) 99 (4,225) (5,185) (8,561) Adjusted EBITDA $ 65,851 $ 60,157 $ 167,779 $ 145,057 Adjusted EBITDA margin 35% 35% 31% 31% Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (In Thousands) (In Thousands) Net Income $ 10,202 $ 18,201 $ 21,321 $ 32,831 Stock-based compensation 27,379 22,950 78,728 67,906 Amortization of acquired intangibles 7,929 7,173 23,236 21,582 M&A and restructuring (recoveries) costs (a) (10) — 1,656 — Other costs (c) 2,187 — 3,705 — Income tax effect of non-GAAP adjustments (e) (11,620) (7,862) (33,271) (23,356) Non-GAAP net income $ 36,067 $ 40,462 $ 95,375 $ 98,963 GAAP earnings per share: Basic $ 0.06 $ 0.11 $ 0.13 $ 0.19 Diluted $ 0.06 $ 0.10 $ 0.13 $ 0.19 GAAP Weighted-average common stock outstanding: Basic 162,031 170,254 163,285 171,060 Diluted 166,497 173,911 167,368 175,868 Non-GAAP earnings per share: Basic $ 0.22 $ 0.24 $ 0.58 $ 0.58 Diluted $ 0.22 $ 0.23 $ 0.57 $ 0.56 Non-GAAP Weighted-average common stock outstanding: Basic 162,031 170,254 163,285 171,060 Diluted 166,497 173,911 167,368 175,868
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(a)M&A and restructuring costs for the three and nine months ended September 30, 2025 consist of third party professional service costs related to the acquisition of Rockerbox and to our broader acquisition strategy. (b)Offering and secondary offering costs for the nine months ended September 30, 2024 consist of third party costs incurred for underwritten secondary public offerings by certain stockholders of the Company. (c)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. (d)Other expense (income) for the three and nine months ended September 30, 2025 and September 30, 2024 consist of interest income earned on interest- bearing monetary assets, and the impact of changes in foreign currency exchange rates. (e)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, 2025 and 2024 were calculated using assumed blended tax rates of 31% and 26%, 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. 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.
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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) 2025 2024 2025 2024 Product development $ 10,739 $ 8,899 $ 30,394 $ 26,006 Sales, marketing and customer support 7,932 7,152 24,387 20,591 General and administrative 8,708 6,899 23,947 21,309 Total stock-based compensation $ 27,379 $ 22,950 $ 78,728 $ 67,906
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Forward-Looking Statements This press release includes “forward-looking statements”. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Any statements in this press release regarding future revenues, earnings, margins, financial performance or results of operations (including the guidance provided under “Fourth Quarter and Full-Year 2025 Guidance”, 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. These risks, uncertainties, assumptions and other factors include, but are not limited to, the competitiveness of our solutions amid technological developments or evolving industry standards, the competitiveness of our market, system failures, security breaches, cyberattacks or natural disasters, economic downturns and unstable market conditions, our ability to collect payments, data privacy legislation and regulation, public criticism of digital advertising technology, our international operations, our use of “open source” software, our limited operating history and the potential for our revenues and results of operations to fluctuate in the future. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks, uncertainties, and other factors that could cause actual outcomes and results to differ materially from those included in or contemplated by the forward-looking statements contained in this press release are included under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2025 and other filings and reports we make with the SEC from time to time. We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. Any forward-looking information presented herein is made only as of the date of this press release, and, except as required by law, we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated 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.
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Investor Relations Tejal Engman DoubleVerify IR@doubleverify.com Media Contact Chris Harihar Crenshaw Communications 646-535-9475 chris@crenshawcomm.com