Zagorski Mark 4
4 · DoubleVerify Holdings, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
DoubleVerify (DV) CEO Mark Zagorski Receives RSUs; Shares Withheld
What Happened
- Mark Zagorski, CEO of DoubleVerify (DV), received equity awards and multiple tranches of restricted/performance stock units vested or converted in mid‑March. The filing shows a March 12, 2026 grant of 275,000 restricted stock units (RSUs), with 8.33% of that grant vesting/settling on March 15, 2026. Several other previously granted RSU/PSU tranches also converted into common stock on or about March 15.
- To cover tax withholding obligations associated with those vestings/conversions, 57,173 shares were withheld (code F) at a reported withholding price of $10.21 per share, totaling approximately $583,737. There are no reported open‑market sales for cash proceeds — the disposals in the filing are tax withholding related.
Key Details
- Transaction dates: grant on 2026‑03‑12; vesting/conversion and tax withholding occurred on/around 2026‑03‑15 (Form 4 filed 2026‑03‑16).
- Withheld shares for taxes: 57,173 shares at $10.21/share; total tax withholding ≈ $583,737.
- Award granted: 275,000 RSUs on 2026‑03‑12; 8.33% of those vested/settled 3/15/2026 (see footnotes F1 and F9 describing quarterly vesting schedule).
- Footnotes: F1/F9 describe the March 12, 2026 RSU grant and vesting schedule; F2/F4 denote shares withheld to satisfy tax withholding; F10/F11/F3/F6/F7/F8 provide background on performance units and earlier grants/vesting schedules referenced in the filing.
- Shares owned after the transactions: not specified in the excerpt of the filing provided.
- Filing timeliness: Form filed 2026‑03‑16 for activity through 2026‑03‑15/03‑12 — the filing does not indicate a late report in this excerpt.
Context
- Transaction codes: M = exercise/conversion of derivative (here, conversion/settlement of RSUs/PSUs into common stock); F = shares withheld to satisfy tax withholding (a “sell‑to‑cover” administrative action). This is routine vesting/settlement activity rather than an open‑market sale or purchase signaling a personal trade decision.
- For retail investors: vesting and withholding are normal compensation events. The key actionable datapoint here is the tax withholding amount and that the company awarded 275,000 RSUs (with a standard quarterly vesting schedule).
Insider Transaction Report
Form 4
Zagorski Mark
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-03-15+22,919→ 511,505 total - Tax Payment
Common Stock
[F2]2026-03-15$10.21/sh−12,675$129,412→ 498,830 total - Exercise/Conversion
Common Stock
[F3]2026-03-15+60,609→ 559,439 total - Tax Payment
Common Stock
[F4]2026-03-15$10.21/sh−33,517$342,209→ 525,922 total - Exercise/Conversion
Common Stock
[F5]2026-03-15+15,219→ 541,141 total - Tax Payment
Common Stock
[F2]2026-03-15$10.21/sh−6,724$68,652→ 534,417 total - Exercise/Conversion
Common Stock
[F6]2026-03-15+2,757→ 537,174 total - Tax Payment
Common Stock
[F4]2026-03-15$10.21/sh−1,112$11,354→ 536,062 total - Exercise/Conversion
Common Stock
[F7]2026-03-15+7,802→ 543,864 total - Tax Payment
Common Stock
[F2]2026-03-15$10.21/sh−3,145$32,110→ 540,719 total - Award
Restricted Stock Units
[F8][F9]2026-03-12+275,000→ 275,000 total→ Common Stock (275,000 underlying) - Exercise/Conversion
Restricted Stock Units
[F8][F1]2026-03-15−22,919→ 252,081 total→ Common Stock (22,919 underlying) - Exercise/Conversion
Performance Stock Units
[F10][F3]2026-03-15−60,609→ 84,849 total→ Common Stock (60,609 underlying) - Exercise/Conversion
Restricted Stock Units
[F8][F5]2026-03-15−15,219→ 167,409 total→ Common Stock (15,219 underlying) - Exercise/Conversion
Performance Stock Units
[F10][F11]2026-03-15−2,757→ 8,271 total→ Common Stock (2,757 underlying) - Exercise/Conversion
Restricted Stock Units
[F8][F7]2026-03-15−7,802→ 54,609 total→ Common Stock (7,802 underlying) - Exercise/Conversion
Restricted Stock Units
[F8][F12][F13]2026-03-15−9,375→ 28,125 total→ Common Stock (9,375 underlying)
Footnotes (13)
- [F1]Each restricted stock unit was granted on March 12, 2026. 8.33% of the restricted stock units vested and were settled on March 15, 2026 (the "2026 Vesting Date"), and the remainder of the restricted stock units vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.
- [F10]Performance stock units convert into common stock on a one-for-one basis.
- [F11]Each performance stock unit was granted on December 19, 2023. 41.67% of the earned shares vested and were settled on the 2025 Vesting Date, and the remainder of the earned shares vest and settle at a rate of 8.33% on each quarterly anniversary of the 2025 Vesting Date.
- [F12]As reported previously, vested shares will be delivered to the reporting person as soon as administratively feasible following his separation from service with the Issuer.
- [F13]Each restricted stock unit was granted on December 12, 2022. 6.25% of the restricted stock units vested on March 15, 2023 (the "2023 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2023 Vesting Date.
- [F2]Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
- [F3]Each performance stock unit was granted on March 13, 2025. 41.67% of the earned shares vested and were settled on the 2026 Vesting Date, and the remainder of the earned shares vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.
- [F4]Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of performance stock units.
- [F5]Each restricted stock unit was granted on March 13, 2025. 6.25% of the restricted stock units vested and were settled on March 15, 2025 (the "2025 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2025 Vesting Date.
- [F6]Each performance stock unit "PSU" was granted on December 19, 2023. 41.67% of the earned shares vested and were settled on the 2025 Vesting Date, and the remainder of the earned shares vest at a rate of 8.33% on each quarterly anniversary of the 2025 Vesting Date.
- [F7]Each restricted stock unit was granted on December 19, 2023. 6.25% of the restricted stock units vested and were settled on March 15, 2024 (the "2024 Vesting Date"), and the remainder of the restricted stock units vest at a rate of 6.25% on each quarterly anniversary of the 2024 Vesting Date.
- [F8]Restricted stock units convert into common stock on a one-for-one basis.
- [F9]The restricted stock units were granted on March 12, 2026. 8.33% of the restricted stock units vest and settle on March 15, 2026, and the remainder of the restricted stock units vest and settle at a rate of 8.33% on each quarterly anniversary of the 2026 Vesting Date.
Signature
/s/ Andrew E. Grimmig, as Attorney-in-Fact for Mark S. Zagorski|2026-03-16