Form 4: DoubleVerify Director Robert Davis Noell Reports Routine Stock and RSU Transactions

DoubleVerify Holdings, Inc. Director and 10% Owner Robert Davis Noell filed a Form 4 detailing the acquisition of restricted stock units and the transfer of common stock to an affiliated entity.

Summary

• Robert Davis Noell, a Director and 10% Owner of DoubleVerify Holdings, Inc. (DV), reported transactions involving the company's common stock and restricted stock units (RSUs).
• On May 21, 2025, 21,448 shares of common stock were acquired by Providence Equity Partners L.L.C. (PEP LLC) at a price of $0. These shares were transferred to PEP LLC from Lucy Dobrin and R. Davis Noell, who received them as board compensation.
• Following this transaction, PEP LLC beneficially owns 21,448 shares indirectly.
• Mr. Noell also reported indirect beneficial ownership of 26,122,547 shares of common stock held by Providence VII U.S. Holdings L.P. ('Providence VII').
• Additionally, Mr. Noell reported indirect beneficial ownership of 168,361 shares of common stock held by Providence Butternut Co-Investment L.P. ('Providence Butternut').
• On May 21, 2025, Mr. Noell acquired 14,609 Restricted Stock Units (RSUs) at a price of $0. These RSUs convert into common stock on a one-for-one basis.
• The RSUs are time-based and vest on the earlier of May 21, 2026, or the date of DoubleVerify Holdings, Inc.'s 2026 Annual Meeting of Stockholders, subject to Mr. Noell's continued service.
• Mr. Noell, along with J. David Phillips, Karim A. Tabet, Andrew A. Tisdale, and Michael J. Dominguez, may be deemed to exercise voting and investment power over the securities held by PEP LLC, Providence VII, and Providence Butternut due to their control relationships with these entities.
• The reporting persons disclaim beneficial ownership of shares held by these entities, except to the extent of their pecuniary interest therein.

Sentiment

Score: 5

Explanation: The filing is a routine insider transaction report, primarily detailing the grant of RSUs as part of compensation and a transfer of shares to an affiliated entity. It does not contain information that would significantly alter the company's financial outlook or operational status, thus maintaining a neutral sentiment.

Positives

• The acquisition of 14,609 Restricted Stock Units (RSUs) by Director Robert Davis Noell indicates continued alignment of his interests with long-term shareholder value, as these units vest based on his continued service.
• The RSU grant is part of DoubleVerify Holdings, Inc.'s non-employee director compensation program, suggesting a structured approach to incentivizing board members.

Future Outlook

The acquired Restricted Stock Units are set to vest on the earlier of May 21, 2026, or the date of DoubleVerify Holdings, Inc.'s 2026 Annual Meeting of Stockholders, contingent on Mr. Noell's continued service.

Management Comments

• Robert Davis Noell, J. David Phillips, Karim A. Tabet, Andrew A. Tisdale and Michael J. Dominguez may be deemed to exercise voting and investment power over, and thus may be deemed to beneficially own, the securities held by PEP LLC, Providence VII, and Providence Butternut.
• Each of the reporting persons hereby disclaims beneficial ownership of the shares held by PEP LLC, Providence VII, and Providence Butternut, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form.

Industry Context

SEC Form 4 filings are standard disclosures for public companies, reporting changes in beneficial ownership by insiders. These routine filings provide transparency into how directors, officers, and significant shareholders manage their holdings, which is a common practice across all publicly traded industries.

Related Party Transactions

• The transfer of 21,448 shares of common stock from R. Davis Noell (and Lucy Dobrin) to Providence Equity Partners L.L.C. (PEP LLC) is a related party transaction, as Mr. Noell is a controlling person of PEP LLC.
• The indirect beneficial ownership of 26,122,547 shares through Providence VII U.S. Holdings L.P. and 168,361 shares through Providence Butternut Co-Investment L.P. are related party dealings, given Mr. Noell's control relationships with these Providence entities.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's interests with long-term shareholder value. The routine nature of the filing suggests no immediate material impact on share price.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• The Restricted Stock Units granted to Mr. Noell are expected to vest on the earlier of May 21, 2026, or the date of DoubleVerify Holdings, Inc.'s 2026 Annual Meeting of Stockholders, subject to his continued service.

Key Dates

Keywords

DoubleVerify, DV, Form 4, Insider Transaction, Restricted Stock Units, RSU, Beneficial Ownership, Director Compensation, Equity Grant, Providence Equity Partners