DV

• Under the agreement, each outstanding share of DoubleVerify common stock will be converted into the right to receive $13.60 in cash, subject to withholding taxes.
• The merger is subject to stockholder approval, regulatory clearances (including HSR and foreign antitrust laws), and other customary conditions; the initial termination date is May 6, 2027, with possible extensions.
• Equity investors affiliated with Elliott Investment Management L.P. committed $200 million in equity financing, and debt financing of approximately $1.8 billion has been committed by certain financial institutions.
• The company's board unanimously approved the merger and recommends stockholders adopt the agreement; upon closing, DoubleVerify shares will be delisted from the NYSE.

1.01 Entry into a Material Definitive Agreement · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Activation revenue decreased 1% to $107.7 million; Measurement revenue increased 6% to $66.8 million; Supply-side revenue increased 13% to $19.3 million.
• Net income was $12.9 million, and adjusted EBITDA was $65.3 million, representing a 34% adjusted EBITDA margin.
• Cash balance was $210 million with no debt outstanding.
• On August 6, 2026, DoubleVerify entered into a merger agreement under which Nielsen will acquire DV; DV is suspending earnings calls and withdrawing all previously issued financial guidance.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• DoubleVerify shareholders will receive $13.60 per share in cash, a 30% premium to the 60-trading day VWAP as of August 5, 2026.
• The transaction was unanimously approved by both companies' boards and is expected to close by the end of Q4 2026, subject to shareholder and regulatory approvals.
• The combined company is expected to generate over $4 billion in pro forma revenue and expand Nielsen's total addressable market to $300 billion+.
• Providence Equity Partners, owning about 11.8% of DoubleVerify shares, has agreed to vote in favor of the transaction.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The non-binding advisory vote on named executive officer compensation passed with 117,751,469 votes for, 10,555,979 against, and 51,485 abstentions.
• Stockholders ratified the appointment of Deloitte & Touche LLP as independent auditor for fiscal year 2026 with 142,521,085 votes for, 98,743 against, and 45,696 abstentions.
• All director nominees received majority support, with Gary Swidler receiving the highest 'for' votes (127,829,538) and R. Davis Noell the lowest (119,036,989).
• The report was filed under Item 5.07 to disclose the final voting results of the matters submitted to a stockholder vote.

5.07 Submission of Matters to a Vote of Security Holders

• Net income was $6.4 million, and adjusted EBITDA was $55.2 million, representing a 31% adjusted EBITDA margin.
• Activation revenue grew 6% to $100.5 million, measurement revenue grew 16% to $61.8 million, and supply-side revenue grew 12% to $18.5 million.
• The company repurchased 9.8 million shares for $100.2 million year to date, with $200.0 million remaining authorized.
• For Q2 2026, the company guides revenue of $199-$205 million and adjusted EBITDA of $63-$67 million; for full-year 2026, revenue of $810-$826 million and adjusted EBITDA margin of approximately 34%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Full-year 2025 revenue was $748.3 million, up 14% year-over-year; net income was $50.7 million and adjusted EBITDA was $245.6 million (33% margin).
• Board authorized a $300 million share repurchase program, the largest in company history, replacing the November 2024 program.
• Full-year 2026 guidance: revenue of $810–$826 million (8–10% growth) and adjusted EBITDA margin of approximately 34%.
• First-quarter 2026 guidance: revenue of $177–$183 million and adjusted EBITDA of $48–$52 million.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Total revenue for Q3 2025 was $188.6 million, an 11% increase year-over-year.
• Activation revenue was $106.7 million (up 10%), Measurement revenue was $63.8 million (up 9%), and Supply-side revenue was $18.1 million (up 27%).
• Net income was $10.2 million, and adjusted EBITDA was $65.9 million, representing a 35% margin.
• Q4 2025 guidance: revenue between $207 million and $211 million, and adjusted EBITDA between $77 million and $81 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Eddleman will continue as a consultant and Senior Advisor through 2026, with a consulting agreement starting January 1, 2026, paying $350 per hour.
• Steve Mougis, current Global Chief Growth Officer, will assume the role of Global Chief Commercial Officer on January 1, 2026.
• Gian LaVecchia will become Chief Revenue Officer, reporting to Mougis, and Joris Stevens will be appointed SVP, Global Account Management.
• Eddleman will receive her 2025 annual bonus and continued vesting of equity awards subject to compliance and a release of claims.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits