Summary
DoubleVerify reported second quarter 2026 revenue of $193.8 million, up 2.5% from the prior-year quarter. Net income rose 47.5% to $12.9 million. Diluted EPS increased $0.03 to $0.08, up 60.0%. Operating income climbed 70.0% to $23.0 million. Operating margin was 11.9%, up 4.7 percentage points. Year to date, revenue reached $374.6 million, up 5.8%. Net income was $19.3 million, up 73.8%, and diluted EPS was $0.12, up $0.05 or 71.4%. Operating income year to date was $38.7 million, up 90.3%. Operating margin year to date was 10.3%, up 4.6 percentage points. The margin gains came as revenue grew while operating expenses were largely flat or lower in several categories.
Cash generation was mixed. Operating cash flow was $76.2 million in the quarter, up 53.7%, but $80.4 million year to date, down 7.9%. Capital expenditures were $10.5 million in the quarter, up 10.3%, and $21.1 million year to date, up 33.2%. Adjusted EBITDA was $65.3 million, a 34% margin. Free cash flow was $65.7 million in the quarter, with 101% conversion, and $59.4 million year to date, with 49% conversion. The company had no debt outstanding and $200.0 million undrawn under its New Revolving Credit Facility as of June 30, 2026. During the second quarter, DoubleVerify repurchased 2.5 million shares for $25.0 million under the February 2026 Repurchase Program. For the six months, it repurchased 9.8 million shares for $100.2 million. As of June 30, 2026, $200.0 million remained available under the program.
Operationally, Media Transactions Measured increased 9% in the second quarter, but Measured Transaction Fees decreased 7%. Gross revenue retention was over 95%. Advertiser customers accounted for 90% of revenue, while supply-side customers accounted for 10%. Management attributed measurement growth to greater adoption of social and CTV solutions, plus the addition of Rockerbox. The company also cited greater adoption of social media solutions and Scibids AI in its activation business.
On August 6, 2026, DoubleVerify entered into a merger agreement with Neptune BidCo US Inc., a parent of Nielsen. The agreement values each share at $13.60 in cash. The merger is expected to close by the first quarter of 2027, subject to customary closing conditions, stockholder approval, and regulatory approvals. If consummated, shares will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. The Merger Agreement includes termination rights. DoubleVerify would pay a $60.0 million termination fee in specified circumstances. Parent would pay $144.0 million in specified circumstances and $175.0 million under certain other circumstances. DoubleVerify withdrew all previously issued financial outlook and guidance for the duration of the transaction's pendency. It also suspended future earnings and investor calls, including the call scheduled for August 6, 2026. No new guidance was provided.
The filing lists several risks. Disruptions from the pending transaction could harm the business, and counterparties may terminate or amend contracts upon a change of control. The merger may not be completed in a timely manner or at all, which could affect the stock price. Other risks include competition and technological change, system failures, security breaches, cyberattacks, natural disasters, economic downturns, unstable market conditions, payment collection, data privacy legislation, public criticism of digital advertising technology, international operations, open source software, and a limited operating history. The company also faces pricing pressure: Media Transactions Measured rose 9%, but Measured Transaction Fees fell 7%, so revenue growth depends on volume. New risks may emerge because the company operates in a competitive and rapidly changing environment.
Forecast
No forward guidance in this quarter's filings.
Reported figures
GAAP, from SEC filings| Metric | Q2 FY2026 | Q1 FY2026 | QoQ | Q2 FY2025 | YoY |
|---|---|---|---|---|---|
| Revenue | $193.8M | $180.8M | +7.2% | $189.0M | +2.5% |
| Gross profit | $161.3M | $147.7M | +9.2% | $155.9M | +3.5% |
| Gross margin | 83.2% | 81.7% | +1.6 pp | 82.5% | +0.8 pp |
| Research & development | $46.4M | $45.4M | +2.2% | $47.2M | -1.7% |
| Sales & marketing | $48.3M | $45.6M | +5.8% | $50.9M | -5.1% |
| General & administrative | $27.0M | $25.7M | +4.9% | $29.6M | -8.8% |
| Operating income (loss) | $23.0M | $15.6M | +47.3% | $13.5M | +70.0% |
| Operating margin | 11.9% | 8.7% | +3.2 pp | 7.2% | +4.7 pp |
| Net income (loss) | $12.9M | $6.4M | +101.5% | $8.8M | +47.5% |
| Net margin | 6.7% | 3.5% | +3.1 pp | 4.6% | +2.0 pp |
| Diluted EPS | $0.08 | $0.04 | +$0.04 | $0.05 | +$0.03 |
Risks
On August 6, 2026, the company entered into a Merger Agreement with Parent and Merger Sub, under which each share will convert into $13.60 in cash. Completion is subject to regulatory approvals and other closing conditions, and failure or delay could disrupt vendor, customer and employee relationships, divert management time, and adversely affect results regardless of whether the Merger closes.
If the Merger Agreement is terminated in specified circumstances, the company may be required to pay Parent a $60.0 million termination fee. This fee, together with costs incurred to pursue the Merger, could have a material adverse effect on the company's financial condition and results of operations.
Putative stockholder complaints, including class actions, may be filed against the company, its Board and others in connection with the Merger. Such litigation could delay or prevent completion, divert management and employee attention, and result in substantial costs even if the claims are unsuccessful.
Under the Merger Agreement, the company has agreed to limit its business to ordinary course actions and to refrain from incurring debt, changing employee benefit plans or compensation, settling certain legal proceedings, changing accounting methods, and making certain capital expenditures. These restrictions may prevent the company from taking actions it otherwise would have taken.
The per share Merger consideration is fixed at $13.60 and will not be adjusted for changes in the company's business, assets, liabilities, prospects, outlook, financial condition or operating results. If the Merger closes, stockholders will not participate in any future growth potential or benefit from any future increase in company value.
In the three months ended June 30, 2026, total revenue increased 3% and Activation revenue decreased 1%, while Measured Transaction Fees decreased 7% and Media Transactions Measured increased 9%. For the six months ended June 30, 2026, total revenue increased 6% and Measured Transaction Fees declined 6%, indicating pricing pressure partially offset by higher measured volume.
SaaS KPIs
All quarters →Adjusted EBITDA
Adjusted EBITDA Margin
Gross Revenue Retention
Free Cash Flow
Summary, forecast, risks and KPIs are extracted from DoubleVerify Holdings, Inc.'s SEC filings for Q2 FY2026 (10-Q / 10-K and the 8-K earnings release); GAAP figures in the summary are checked against the reported XBRL data. They can contain errors; the filings are authoritative. Processed Oct 1, 2026.