​ 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. On August 6, 2026, we 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 wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of our common stock as of immediately prior to the Effective Time (other than any dissenting shares or shares of our common stock held by us or owned, directly or indirectly, by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent, Merger Sub, or us as of immediately prior to the Effective Time (including those held in our treasury)) will be converted automatically into the right to receive $13.60 in cash, without interest (the “Merger Consideration”). The Merger Agreement includes customary termination rights, including that the Merger Agreement may be terminated by either us or Parent: if (i) we and Parent mutually consent; (ii) the merger has not been consummated on or before the “end date” (twelve months from signing with an automatic extension of three months, if necessary to obtain regulatory approvals), (iii) any law in certain jurisdictions permanently prohibits the transaction (so long as any party’s breach has not been the cause of such prohibition), (iv) our stockholders do not approve the Merger, or (v) if the non-terminating party breaches certain representations, warranties or covenants and does not cure such breach. The Merger Agreement provides for the payment by us to Parent of a termination fee of $60.0 million if the Merger Agreement is terminated in specified circumstances, and for payment by Parent to us of a termination fee of $144.0 million if the Merger Agreement is terminated in specified circumstances and $175.0 million under certain other circumstances. The Merger is expected to close by the first quarter of 2027, subject to customary closing conditions and regulatory approvals. If the Merger is consummated, shares of our common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. Components of Our Results of Operations We manage our business operations and report our financial results in a single segment. 20 Table of Contents 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 June 30, 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. For each of the three month and six month periods ended June 30, 2026 and June 30, 2025, advertiser customers accounted for 90% and 91% of our revenue, respectively. 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 month and six month periods ended June 30, 2026 and June 30, 2025, 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, accounted for 10% and 9% of our revenue, respectively. 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Change ​ Change ​ Six Months Ended June 30, ​ ​ ​ Change ​ Change ​ 2026 ​ ​ ​ ​ 2025 ​ ​ ​ ​ $ ​ ​ ​ ​ % ​ ​ ​ ​ 2026 ​ ​ ​ ​ 2025 ​ ​ ​ ​ $ ​ ​ ​ ​ % ​ (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ Revenue by customer type: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Activation $ 107,683 ​ $ 108,950 ​ $ (1,267) ​ (1) % ​ $ 208,230 ​ $ 204,121 ​ $ 4,109 ​ 2 % Measurement 66,760 ​ 62,895 ​ 3,865 ​ 6 ​ ​ 128,563 ​ 116,326 ​ 12,237 ​ 11 ​ Supply-side 19,346 ​ 17,176 ​ 2,170 ​ 13 ​ ​ 37,821 ​ 33,635 ​ 4,186 ​ 12 ​ Total revenue $ 193,789 ​ $ 189,021 ​ $ 4,768 ​ 3 % ​ $ 374,614 ​ $ 354,082 ​ $ 20,532 ​ 6 % ​ 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. 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. 21 Table of Contents 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 and Six Months Ended June 30, 2026 and June 30, 2025 The following table shows our Condensed Consolidated Results of Operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Change ​ Change ​ Six Months Ended June 30, ​ Change ​ Change ​ 2026 ​ ​ ​ ​ 2025 ​ ​ ​ ​ $ ​ ​ ​ ​ % ​ ​ ​ ​ 2026 ​ ​ ​ ​ 2025 ​ ​ ​ ​ $ ​ ​ ​ ​ % ​ ​ ​ ​ (In Thousands) ​ ​ ​ ​ ​ ​ ​ (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ Revenue $ 193,789 ​ $ 189,021 ​ $ 4,768 ​ 3 % ​ $ 374,614 $ 354,082 $ 20,532 ​ 6 % Cost of revenue (exclusive of depreciation and amortization shown separately below) 32,484 ​ 33,126 ​ (642) ​ (2) ​ ​ 65,643 ​ 64,092 ​ 1,551 ​ 2 ​ Product development 46,393 ​ 47,203 ​ (810) ​ (2) ​ ​ 91,774 ​ 91,920 ​ (146) ​ (0) ​ Sales, marketing and customer support 48,260 ​ 50,871 ​ (2,611) ​ (5) ​ ​ 93,855 ​ 94,572 ​ (717) ​ (1) ​ General and administrative 26,967 ​ 29,576 ​ (2,609) ​ (9) ​ ​ 52,682 ​ 56,103 ​ (3,421) ​ (6) ​ Depreciation and amortization 16,660 ​ 14,697 ​ 1,963 ​ 13 ​ ​ 31,999 ​ 27,084 ​ 4,915 ​ 18 ​ Income from operations 23,025 ​ 13,548 ​ 9,477 ​ 70 ​ ​ 38,661 ​ 20,311 ​ 18,350 ​ 90 ​ Interest expense 475 ​ 443 ​ 32 ​ 7 ​ ​ 888 ​ 863 ​ 25 ​ 3 ​ Other expense (income), net 644 ​ (2,105) ​ (2,749) ​ (131) ​ ​ 1,637 ​ (5,284) ​ (6,921) ​ (131) ​ Income before income taxes 21,906 ​ 15,210 ​ 6,696 ​ 44 ​ ​ 36,136 ​ 24,732 ​ 11,404 ​ 46 ​ Income tax expense 8,988 ​ 6,452 ​ 2,536 ​ 39 ​ ​ 16,808 ​ 13,613 ​ 3,195 ​ 23 ​ Net income $ 12,918 ​ $ 8,758 ​ $ 4,160 ​ 47 % ​ $ 19,328 ​ $ 11,119 ​ $ 8,209 ​ 74 % ​ 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 June 30, ​ Six Months Ended June 30, ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Revenue 100 % ​ 100 % ​ 100 % ​ 100 % Cost of revenue (exclusive of depreciation and amortization shown separately below) 17 ​ 18 ​ 18 ​ 18 ​ Product development 24 ​ 25 ​ 24 ​ 26 ​ Sales, marketing and customer support 25 ​ 27 ​ 25 ​ 27 ​ General and administrative 14 ​ 16 ​ 14 ​ 16 ​ Depreciation and amortization 9 ​ 8 ​ 9 ​ 8 ​ Income from operations 12 ​ 7 ​ 10 ​ 6 ​ Interest expense — ​ — ​ — ​ — ​ Other expense (income), net — ​ (1) ​ — ​ (1) ​ Income before income taxes 11 ​ 8 ​ 10 ​ 7 ​ Income tax expense 5 ​ 3 ​ 4 ​ 4 ​ Net income 7 % ​ 5 % ​ 5 % ​ 3 % ​ Note: Percentages may not sum due to rounding. Revenue Total revenue increased by $4.8 million, or 3%, from $189.0 million in the three months ended June 30, 2025 to $193.8 million in the three months ended June 30, 2026. Total revenue increased by $20.5 million, or 6%, from $354.1 million in the six months ended June 30, 2025 to $374.6 million in the six months ended June 30, 2026. Total Advertiser revenue increased by $2.6 million, or 2%, in the three months ended June 30, 2026 as compared to the same period in 2025. The growth was driven primarily by a 9% increase in Media Transactions Measured, partially offset by a 7% decrease in Measured Transaction Fees. For the six months ended June 30, 2026, total Advertiser revenue increased by $16.3 million, or 5%, compared to the same period in 2025, primarily due to a 10% increase in Media Transactions Measured, partially offset by a 6% decline in Measured Transaction Fees. 22 Table of Contents Activation revenue decreased by $1.3 million, or 1%, in the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was driven by a decrease in revenue from programmatic channels, offset by greater adoption of social media solutions and Scibids AI. For the six months ended June 30, 2026, Activation revenue increased by $4.1 million, or 2%, compared to the same period in 2025, driven by greater adoption of social media solutions, Scibids AI, and increase in revenue from programmatic channels. Measurement revenue increased $3.9 million, or 6%, in the three months ended June 30, 2026, as compared to the same period in 2025, driven primarily by greater adoption of social and CTV solutions, as well as the addition of Rockerbox, Inc. (“Rockerbox”). For the six months ended June 30, 2026, Measurement revenue increased by $12.2 million, or 11%, compared to the same period in 2025, driven by the same factors. Supply-side revenue increased $2.2 million, or 13%, in the three months ended June 30, 2026, as compared to the same period in 2025, driven primarily by growth from both existing and new platform and publisher customers. For the six months ended June 30, 2026, Supply-side revenue increased by $4.2 million, or 12%, compared to the same period in 2025, driven by the same factors. Cost of Revenue (exclusive of depreciation and amortization shown below) Cost of revenue decreased by $0.6 million, or 2%, from $33.1 million in the three months ended June 30, 2025 to $32.5 million in the three months ended June 30, 2026. The decrease was due primarily to lower partner costs from revenue-sharing arrangements tied to lower revenue in programmatic channels. Cost of revenue increased by $1.6 million, or 2%, from $64.1 million in the six months ended June 30, 2025, to $65.6 million in the six months ended June 30, 2026, due primarily to higher data services and hosting expenses due to increased volume, as well as higher partner costs from revenue-sharing arrangements tied to higher revenue in programmatic channels. Product Development Expenses Product development expenses decreased by $0.8 million, or 2%, from $47.2 million in the three months ended June 30, 2025 to $46.4 million in the three months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation, of $2.0 million, partially offset by an increase in third party software costs and outsourced consulting and engineering services of $1.0 million to support our product development efforts. Product development expenses decreased by $0.1 million, or less than 1%, from $91.9 million in the six months ended June 30, 2025 to $91.8 million in the six months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation, of $0.9 million, a decrease in travel and entertainment expenses to support product development activities of $0.3 million, partially offset by an increase in third party software costs and outsourced consulting and engineering services of $1.1 million to support our product development efforts. Sales, Marketing and Customer Support Expenses Sales, marketing and customer support expenses decreased by $2.6 million, or 5%, from $50.9 million in the three months ended June 30, 2025 to $48.3 million in the three months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation and sales commissions, of $4.0 million, partially offset by an increase in marketing, travel and entertainment and third party professional fees to support marketing and sales activities of $1.0 million. Sales, marketing and customer support expenses decreased by $0.7 million, or 1%, from $94.6 million in the six months ended June 30, 2025 to $93.9 million in the six months ended June 30, 2026. The decrease was due primarily to a decrease in personnel costs, including stock-based compensation and sales commissions, of $3.3 million, partially offset by an increase in marketing, travel and entertainment, and third party professional fees to support marketing and sales activities of $1.7 million. General and Administrative Expenses General and administrative expenses decreased by $2.6 million, or 9%, from $29.6 million in the three months ended June 30, 2025 to $27.0 million in the three months ended June 30, 2026. The decrease was due primarily to a $1.0 million decrease in expenses with respect to litigation and regulatory matters outside of the ordinary course, a $0.5 million decrease in acquisition-related transaction costs for Rockerbox and our broader acquisition strategy, and a $0.7 million decrease in personnel costs, including stock-based compensation. General and administrative expenses decreased by $3.4 million, or 6%, from $56.1 million in the six months ended June 30, 2025 to $52.7 million in the six months ended June 30, 2026. The decrease was due primarily to a $1.0 million decrease in expenses with respect to litigation and regulatory matters outside of the ordinary course, a $1.7 million decrease in acquisition-related transaction costs for Rockerbox and our broader acquisition strategy, and a $0.1 million decrease in personnel costs, including stock-based compensation. Depreciation and Amortization Depreciation and amortization increased by $2.0 million, or 13%, from $14.7 million in the three months ended June 30, 2025, to $16.7 million in the three months ended June 30, 2026. The increase was due primarily to higher amortization of internally developed software. Depreciation and Amortization increased by $4.9 million, or 18%, from $27.1 million in the six months ended June 30, 2025 to $32.0 million in the six months ended June 30, 2026 driven by the same factors. 23 Table of Contents Interest Expense Interest expense increased by less than $0.1 million, from $0.4 million in the three months ended June 30, 2025, to $0.5 million in the three months ended June 30, 2026. Interest expense was materially unchanged at $0.9 million in each of the six months ended June 30, 2025 and June 30, 2026. Other Expense (Income), Net Other expense (income), net changed by $2.7 million, from income of $2.1 million in the three months ended June 30, 2025, to expense of $0.6 million in the three months ended June 30, 2026. The change was due primarily to losses from changes in foreign exchange rates. Other expense (income), net changed by $6.9 million, from income of $5.3 million in the six months ended June 30, 2025, to expense of $1.6 million in the six months ended June 30, 2026 driven by the same factors. Income Tax Expense Income tax expense increased by $2.5 million from $6.5 million in the three months ended June 30, 2025, to $9.0 million in the three months ended June 30, 2026. The increase was due primarily to higher pre-tax earnings and unfavorable effects from certain stock compensation costs. These factors were partially offset by a more favorable estimated operating effective tax rate for the year. Income tax expense increased by $3.2 million from $13.6 million in the six months ended June 30, 2025, to $16.8 million in the six months ended June 30, 2026, driven by the same factors. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ (In Thousands) ​ (In Thousands) Net income $ 12,918 ​ $ 8,758 ​ $ 19,328 $ 11,119 Net income margin ​ 7% ​ ​ 5% ​ ​ 5% ​ ​ 3% Depreciation and amortization 16,660 ​ 14,697 ​ 31,999 ​ 27,084 Stock-based compensation 25,525 ​ 27,007 ​ 49,774 ​ 51,349 Interest expense 475 ​ 443 ​ 888 ​ 863 Income tax expense 8,988 ​ 6,452 ​ 16,808 ​ 13,613 M&A and restructuring costs (a) — ​ ​ 504 ​ ​ — ​ 1,666 Other costs (b) 117 ​ ​ 1,518 ​ ​ 95 ​ 1,518 Other expense (income) (c) 644 ​ (2,105) ​ 1,637 ​ (5,284) Adjusted EBITDA $ 65,327 ​ $ 57,274 ​ $ 120,529 ​ $ 101,928 Adjusted EBITDA margin ​ 34% ​ 30% ​ 32% ​ 29% ​ (a) M&A and restructuring costs for the three and six months ended June 30, 2025 consist of transaction costs related to the acquisition of Rockerbox. (b) Other costs for the three and six months ended June 30, 2026 consist of expenses with respect to litigation and regulatory matters outside of the ordinary course. Other costs for the three and six months ended June 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 expense (income) for the three and six months ended June 30, 2026 and June 30, 2025 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. 24 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. Liquidity and Capital Resources Our operations are financed primarily through cash generated from operations. As of June 30, 2026, the Company had cash and cash equivalents of $210.2 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $156.4 million. 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 June 30, 2026, 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. Our total future capital requirements and the adequacy of available funds will depend on many factors, including the timing and closing of the Merger, the costs related to the Merger as well as the risks and uncertainties set forth under the caption “Risk Factors” in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025. 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 replaced 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 June 30, 2026. As of June 30, 2026, 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 Condensed Consolidated Financial Statements. Repurchase Programs On February 18, 2026, the Company’s Board authorized the repurchase of up to $300.0 million of the Company’s outstanding common stock 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. In connection with the Board’s approval of the February 2026 Repurchase Program, the Board determined to discontinue the November 2024 Repurchase Program. Accordingly, going forward, any and all repurchases will be made pursuant to the February 2026 Repurchase Program. 25 Table of Contents Repurchases under the February 2026 Repurchase Program commenced in March 2026. During the three months ended June 30, 2026, the Company repurchased 2.5 million shares of its common stock for an aggregate repurchase amount of $25.0 million under the February 2026 Repurchase Program. During the six months ended June 30, 2026, the Company repurchased 9.8 million shares of its common stock for an aggregate repurchase amount of $100.2 million under the February 2026 Repurchase Program. As of June 30, 2026, $200.0 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ 2026 ​ 2025 ​ ​ ​ ​ (In Thousands) Cash flows provided by operating activities ​ $ 80,413 ​ $ 87,276 Cash flows used in investing activities ​ (21,056) ​ (86,707) Cash flows used in financing activities ​ (107,423) ​ (86,044) Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ (821) ​ 4,547 Decrease in cash, cash equivalents, and restricted cash ​ $ (48,887) ​ $ (80,928) ​ 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 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 six months ended June 30, 2026, cash provided by operating activities was $80.4 million, attributable to net income of $19.3 million, adjusted for non-cash charges of $91.3 million and $30.3 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $32.0 million in depreciation and amortization and $49.8 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $26.1 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of payments for accrued expenses, and a $7.1 million increase in prepaid expenses and other assets due mainly to increases in prepayments, partially offset by a decrease in trade receivables of $3.0 million. For the six months ended June 30, 2025, cash provided by operating activities was $87.3 million, attributable to net income of $11.1 million, adjusted for non-cash charges of $84.3 million and $8.1 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $27.1 million in depreciation and amortization and $51.3 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $41.0 million decrease in trade receivables, offset by an increase in prepaid expenses and other assets of $32.8 million due mainly to increases in prepayments, and a $16.3 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of income tax payments. Investing Activities For the six months ended June 30, 2026, cash used in investing activities of $21.1 million was attributable to purchases of property, plant and equipment, and capitalized software development costs. For the six months ended June 30, 2025, cash used in investing activities was $86.7 million, including $82.6 million attributable to the acquisition of Rockerbox, $15.8 million attributable to purchases of property, plant and equipment, and capitalized software development costs, partially offset by $12.7 million attributable to proceeds from maturities of short-term financial instruments. Financing Activities For the six months ended June 30, 2026, cash used in financing activities of $107.4 million was due primarily to $100.2 million related to shares repurchased under the February 2026 Repurchase Program and $5.5 million related to shares repurchased for settlement of employee tax withholding. For the six months ended June 30, 2025, cash used in financing activities of $86.0 million was due primarily to $82.2 million related to shares repurchased under the previously authorized repurchase programs and $3.7 million related to shares repurchased for settlement of employee tax withholding. Critical Accounting Policies and Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these 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. 26 Table of Contents Some of the judgments that management makes in applying its accounting estimates in these areas are discussed in Note 2 to our audited Consolidated Financial Statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2025. Since the date of our most recent Annual Report on Form 10-K, there have been no material changes to our critical accounting policies and estimates. 27 Table of Contents