Form 4: Providence Entities Distribute DoubleVerify Shares

Providence VII U.S. Holdings L.P. and Providence Butternut Co-Investment L.P. distributed millions of DoubleVerify Holdings, Inc. common shares to their partners.

Summary

• Providence VII U.S. Holdings L.P., a 10% owner of DoubleVerify Holdings, Inc. (DV), disposed of 7,948,770 shares of common stock through a pro rata distribution-in-kind to its partners on September 9, 2025.
• Following this distribution, Providence VII U.S. Holdings L.P. directly beneficially owned 18,173,777 shares.
• Providence Butternut Co-Investment L.P., also a 10% owner, disposed of 51,230 shares of common stock via a pro rata distribution-in-kind to its partners on September 9, 2025.
• Following this distribution, Providence Butternut Co-Investment L.P. indirectly beneficially owned 117,131 shares.
• J. David Phillips, a director, received 30,720 shares of common stock from these distributions.
• Karim A. Tabet, a director, received 35,749 shares of common stock from the distributions and subsequently sold all 35,749 shares at a price of $14.51 per share.
• CSC Trustee 2 (Jersey) Limited received 396 shares of common stock from the distributions and subsequently sold all 396 shares at a price of $14.51 per share.
• Andrew A. Tisdale, a director, received 47,632 shares of common stock from the distributions and subsequently made a charitable donation of all 47,632 shares.
• The AT 2020 Trust, for which Mr. Tisdale is trustee, received 2,500 shares of common stock from the distributions.
• Michael J. Dominguez, a director, received 115,036 shares of common stock from the distributions.
• The distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• The sales by Karim A. Tabet and CSC Trustee 2 (Jersey) Limited were conducted in accordance with the requirements of Rule 144 under the Securities Act.

Sentiment

Score: 4

Explanation: The filing reports significant distributions of shares by major institutional holders, followed by some insider sales, which could be perceived as a slight negative signal, though the distributions themselves are a restructuring event.

Negatives

• Karim A. Tabet, a director, sold all 35,749 shares received from the distribution at $14.51 per share.
• CSC Trustee 2 (Jersey) Limited sold all 396 shares received from the distribution at $14.51 per share.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The distributions-in-kind from Providence VII U.S. Holdings L.P. and Providence Butternut Co-Investment L.P. to their partners, some of whom are directors or affiliated with the issuer, represent transactions between related parties.

Stakeholder Impact

• Shareholders may experience increased trading volume or potential selling pressure as distributed shares enter the market.
• The ownership structure of DoubleVerify Holdings, Inc. has been reconfigured for the reporting entities and their partners.

Key Dates

Recommendation

The Form 4 primarily details a restructuring of ownership by major institutional investors and affiliated individuals through distributions-in-kind. While some insiders subsequently sold shares, this type of transaction does not directly reflect on the company's operational performance or future prospects. Investors should monitor the market's absorption of these distributed shares and any further insider activity, but the filing itself does not provide a strong basis for a 'buy' or 'sell' recommendation on the company's fundamentals.

Keywords

DoubleVerify, DV, SEC Form 4, Insider Transaction, Share Distribution, Providence Equity, Rule 10b5-1, Rule 144, Beneficial Ownership