UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 1123, 2025 (July 21, 2025)

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40349	82-2714562
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


462 Broadway
New York, New York		10013
(Address of principal executive offices)		(Zip Code)

(212) 631-2111

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.001 per share	DV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2 5.02~~.Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item 7~~(e) On July 21, 2025, DoubleVerify Inc.01 (the “Company”) entered into an amended and restated employment agreement with Mark Zagorski (the “Amended and Restated Employment Agreement”), effective as of July 21, 2025.~~Regulation~~ FDThe ~~Disclosure~~Amended and Restated Employment Agreement provides for Mr. Zagorski’s continued employment as Chief Executive Officer of the Company.

~~DoubleVerify~~Pursuant ~~Holdings~~to the Amended and Restated Employment Agreement, ~~Inc~~Mr. ~~(the~~Zagorski ~~“Company”)~~ will ~~host~~receive ~~its~~an ~~Innovation~~annual ~~Day~~base ~~2025~~salary onof ~~June 11~~$669, ~~2025~~500, asand ~~previously announced~~Mr. ~~The~~Zagorski ~~event~~shall ~~will~~be ~~begin~~eligible atfor ~~1:00~~a ~~p.m.~~target ETbonus ~~and~~in isan ~~expected~~amount equal to ~~conclude~~100% byof ~~approximately~~the ~~4:00~~base ~~p.m.~~salary ~~ET.~~for ~~The~~each ~~event,~~year ~~along~~during ~~with~~his ancontinued ~~accompanying~~employment ~~slide~~by ~~presentation,~~the Company. Mr. Zagorski will also be ~~accessible~~granted ~~live~~time-vesting ~~through~~restricted ~~the~~stock ~~Investor~~units ~~Relations~~with ~~section~~a ofgrant ~~DV's~~date ~~website~~fair atvalue ~~https://ir~~of $2,500,000.~~doubleverify.com/.~~

InThe ~~connection~~term ~~with~~of the ~~event,~~Amended and Restated Employment Agreement will continue until such employment is terminated pursuant to the ~~Company~~Amended ~~issued~~and aRestated ~~press~~Employment ~~release~~Agreement. ~~announcing~~The ~~updated~~Amended ~~guidance~~and Restated Employment Agreement includes provisions related to severance payments and entitlements upon the Company’s termination of Mr. Zagorski’s employment for any reason other than “cause” (as defined in the ~~three~~Amended ~~months~~and ~~ending~~Restated ~~June~~Employment 30Agreement), ~~2025~~or Mr. Zagorski’s termination for “good reason” (as defined in the Amended and ~~twelve~~Restated ~~months~~Employment ~~ending~~Agreement). ~~December~~In ~~31,~~the ~~2025~~event Mr. AZagorski ~~copy~~terminates his employment without “good reason” after January 1 of a calendar year and prior to payment of the ~~press~~bonus ~~release~~in respect of the immediately preceding calendar year, the Company will pay Mr. Zagorski the bonus for such preceding year at the level accrued based on actual performance. In the event Mr. Zagorski’s employment is ~~attached~~terminated ~~hereto~~by the Company without “cause” or for “good reason”, subject to his execution and nonrevocation of a release and waiver, Mr. Zagorski will be entitled to continued base salary for twelve months following termination, as ~~Exhibit~~well 99as certain continued health benefits for two years following termination. In addition, if the termination occurs on or after January 1 of a calendar year and isprior ~~incorporated~~to ~~herein~~payment byof ~~reference~~the bonus in respect of the immediately preceding calendar year, Mr. Zagorski will be entitled to payment of 100% of his target bonus.

The ~~information~~Amended ~~in these Items 2.02~~ and ~~7.01~~Restated ~~and~~Employment inAgreement ~~Exhibit~~includes ~~99.1~~standard ~~attached~~restrictive tocovenants ~~this~~and ~~Form~~confidentiality 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filingobligations.

The foregoing description of the Amended and Restated Employment Agreement is qualified in its entirety by reference to the Amended and Restated Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number	Description
99.1	Press Release dated June 11, 2025.
10.1	Amended and Restated Employment Agreement, dated as of July 21, 2025, by and between Mark Zagorski and DoubleVerify Inc.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	DOUBLEVERIFY HOLDINGS, INC.



	By:	/s/ ~~Nicola~~Andy ~~Allais~~Grimmig
		Name:	~~Nicola~~Andy ~~Allais~~Grimmig
		Title:	Chief ~~Financial~~Legal Officer
Date: June 11, 2025
Date: July 23, 2025

Filing Compare · DoubleVerify Holdings, Inc.