Form 4: DoubleVerify CEO Zagorski Reports Routine Stock Transactions

DoubleVerify Holdings CEO Mark Zagorski reported multiple transactions involving the acquisition of common stock through vesting of equity awards and an ESPP purchase, alongside dispositions for tax withholding.

Summary

• Mark Zagorski, CEO and Director of DoubleVerify Holdings, Inc., reported several transactions in company common stock.
• On November 30, 2025, Zagorski acquired 100 shares of common stock at $8.96 per share through the company's 2021 Employee Stock Purchase Plan (ESPP), which includes a 15% discount.
• On December 15, 2025, Zagorski acquired a total of 32,248 shares of common stock through the vesting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) at a price of $0 per share.
• These acquisitions included 6,471 RSUs granted on December 10, 2021; 7,802 RSUs granted on December 19, 2023; 2,756 PSUs granted on December 19, 2023; and 15,219 RSUs granted on March 13, 2025.
• Concurrently, on December 15, 2025, Zagorski disposed of a total of 17,836 shares of common stock at $10.83 per share to satisfy tax withholding obligations related to the vesting of these units.
• Following these transactions, Zagorski's direct beneficial ownership of common stock increased from 468,151 shares (after the ESPP purchase) to 482,563 shares.
• An additional 9,375 Restricted Stock Units granted on December 12, 2022, have vested but will be delivered upon his separation from service with the Issuer.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to equity compensation vesting, tax withholding, and an ESPP purchase. These are standard, pre-planned events and do not indicate any significant positive or negative operational or financial news for the company. The net increase in beneficial ownership is slightly positive but expected.

Positives

• Acquisition of 100 shares through the ESPP at a discounted price of $8.96, indicating participation in employee benefit programs.
• Vesting of 32,248 Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) at a $0 cost basis, representing earned equity compensation.
• An increase in total beneficial ownership of common stock from 468,151 to 482,563 shares after all reported transactions, demonstrating continued alignment with shareholder interests.

Negatives

• Disposition of 17,836 shares of common stock at $10.83 to cover tax withholding obligations, which is a common practice but reduces direct share count.

Future Outlook

The filing indicates that 9,375 vested Restricted Stock Units will be delivered to Mark Zagorski upon his separation from service with DoubleVerify Holdings, Inc., suggesting a future event tied to his employment status.

Industry Context

This Form 4 filing reflects routine equity compensation practices common across the technology and ad-tech industries, where Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) are standard components of executive compensation packages designed to align management incentives with long-term shareholder value. The ESPP participation also aligns with common employee benefit programs.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) as a significant component of executive compensation is standard practice in the technology sector, comparable to companies like The Trade Desk, Magnite, or PubMatic, which also utilize equity awards to incentivize leadership.
• The 15% discount offered in the Employee Stock Purchase Plan (ESPP) is a common incentive, often seen in large public companies to encourage employee ownership, similar to programs at Google (Alphabet) or Microsoft.
• The disposition of shares solely for tax withholding purposes upon vesting is a routine and expected event for equity compensation, aligning with practices observed across virtually all publicly traded companies that grant such awards.

Related Party Transactions

• Acquisition of common stock through the DoubleVerify Holdings, Inc. 2021 Employee Stock Purchase Plan (ESPP) at a discounted price.
• Acquisition of common stock through the vesting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) granted by DoubleVerify Holdings, Inc.
• Disposition of common stock to DoubleVerify Holdings, Inc. to satisfy tax withholding obligations related to equity compensation.

Stakeholder Impact

• Shareholders: The increase in the CEO's beneficial ownership aligns his interests further with shareholders, while the tax-related dispositions are a routine part of equity compensation.
• Employees: The ESPP participation highlights an employee benefit program, and the equity vesting demonstrates the company's compensation structure for executives.

Next Steps

• Delivery of 9,375 vested Restricted Stock Units to Mark Zagorski upon his separation from service with DoubleVerify Holdings, Inc.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, primarily the vesting of equity compensation and subsequent tax-related sales, along with a small ESPP purchase. These are pre-scheduled and expected events that do not reflect new operational performance or strategic shifts. While the CEO's beneficial ownership slightly increased, this is a consequence of compensation rather than a discretionary open-market purchase signaling strong conviction. Therefore, the filing itself does not provide new information to warrant a change in investment recommendation; a 'hold' stance remains appropriate based solely on this report, pending further fundamental analysis.

Keywords

DoubleVerify Holdings, DV, Mark Zagorski, SEC Form 4, Insider Trading, Stock Transactions, Restricted Stock Units, Performance Stock Units, ESPP, Equity Compensation, CEO, Director, Share Ownership