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What changed in DoubleVerify Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of DoubleVerify Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+368 added−379 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in DoubleVerify Holdings, Inc.'s 2025 10-K

368 paragraphs added · 379 removed · 308 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

80 edited+12 added−20 removed53 unchanged
Biggest changeDV Pinnacle generates industry benchmarks that are dynamically refreshed enabling customers to compare the quality of their ads against their peers and allows users to set specific thresholds on key performance indicators that drive success of the media campaign, such as blocking rates, ad delivery and viewability. 11 Table of Contents Integration and Channel Partnerships Our technology is integrated with leading digital advertising technology channels, supporting the distribution of our programmatic solutions and enabling us to analyze a broad footprint of data and deliver a comprehensive analysis for our customers.
Biggest changeIntegration and Channel Partnerships Our technology is integrated with leading digital advertising technology channels, supporting the distribution of our solutions and enabling us to analyze a broad footprint of data and deliver a comprehensive analysis for our customers.
This precision sets us apart from our competitors and allows us to combine and deliver performance measurements across fraud, brand safety and suitability, viewability and geography into a single, unique metric (the DV Authentic Ad), as well as the flexibility to disaggregate and analyze the individual measurements for each delivered ad. Broad Ecosystem Coverage .
This precision sets us apart from our competitors and allows us to combine and deliver performance measurements across fraud, brand suitability, viewability and geography into a single, unique metric (the DV Authentic Ad), as well as the flexibility to disaggregate and analyze the individual measurements for each delivered ad. Broad Ecosystem Coverage .
We are able to scale our solutions efficiently and with limited incremental cost for new customers and additional solutions. We have grown our business while also achieving profitability, demonstrating the strength of our platform and business model.
We are able to scale our solutions efficiently and with limited incremental cost for new customers and additional solutions. We have grown our business while also achieving profitability, demonstrating the strength of our solutions and business model.
The DV Publisher Suite provides the following features to publishers : ● Unified Analytics: Eliminates manual, cumbersome, and repetitive tasks with automatically pulled reports to quickly aggregate and normalize a publisher’s data and improve decision-making, ROI and operational efficiency . ● Campaign Delivery Insights: Tools gather, normalize and analyze campaign delivery to effectively drive yield on digital direct-sold inventory . ● Media Quality Insights & Optimization: Powering publishers with analytics and data targeting on deliverability, suitability, viewability and existence of fraud to gain insights into performance and automatically implement ad selection targeting to improve yield . ● Industry Benchmarks: Providing insight to publishers on the performance of their inventory in key metrics compared with competing publishers. ● Video Delivery Automation: Improves the user experience and maximizes video revenue from a publisher’s video inventory through automated healing and acceleration technology .
The DV Publisher Suite provides the following features to publishers: ● Unified Analytics: Eliminates manual, cumbersome, and repetitive tasks with automatically pulled reports to quickly aggregate and normalize a publisher’s data and improve decision-making, ROI and operational efficiency . ● Campaign Delivery Insights: Tools gather, normalize and analyze campaign delivery to effectively drive yield on digital direct-sold inventory . ● Media Quality Insights & Optimization: Powering publishers with analytics and data targeting on deliverability, suitability, viewability and existence of fraud to gain insights into performance and automatically implement ad 10 Table of Contents selection targeting to improve yield . ● Industry Benchmarks: Providing insight to publishers on the performance of their inventory in key metrics compared with competing publishers. ● Video Delivery Automation: Improves the user experience and maximizes video revenue from a publisher’s video inventory through automated healing and acceleration technology .
In addition, we obtain third party security assessments and audits of our infrastructure and security. ● Reliable, Scalable and Redundant Infrastructure : We operate a global proprietary and redundant infrastructure that is highly available, fault tolerant and capital efficient. 14 Table of Contents Certifications and Accreditations Digital advertising measurement is subject to numerous governing industry standards, guidelines and best practices.
In addition, we obtain third party security assessments and audits of our infrastructure and security. ● Reliable, Scalable and Redundant Infrastructure : We operate a global proprietary and redundant infrastructure that is highly available, fault tolerant and capital efficient. 13 Table of Contents Certifications and Accreditations Digital advertising measurement is subject to numerous governing industry standards, guidelines and best practices.
Website addresses referred to in this Annual Report on Form 10-K are not intended to function as hyperlinks, and the information contained on our website is not incorporated into, and does not form a part of this Annual Report on Form 10-K or any other report or documents we file with or furnish to the SEC. ​ 18 Table of Contents
Website addresses referred to in this Annual Report on Form 10-K are not intended to function as hyperlinks, and the information contained on our website is not incorporated into, and does not form a part of this Annual Report on Form 10-K or any other report or documents we file with or furnish to the SEC. ​ 16 Table of Contents
The rapidly-evolving, AI-powered internet will amplify advertisers’ need to protect media quality and we believe that we offer the most robust and granular brand suitability avoidance and measurement solutions in the industry, including the industry’s first comprehensive toolkit for MFA classification, measurement and protection.
The rapidly-evolving, AI-powered internet will amplify advertisers’ need to protect media quality and we believe that we offer the most robust and granular brand suitability avoidance and measurement solutions in the industry, including the industry’s first comprehensive toolkit for MFA and AI generated content classification, measurement and protection.
Our brand safety and suitability solutions evaluate the full context of a webpage including the URL and the specific content. Our approach combines rich content ontology and proprietary artificial intelligence tools with human expertise to appropriately categorize content across over 40 languages.
Our brand suitability solutions evaluate the context of a webpage including the URL and the specific content. Our approach combines rich content ontology and proprietary artificial intelligence tools with human expertise to appropriately categorize content across over 40 languages.
We regularly seek to expand into new geographies based on demand from existing customers and the attractiveness of the potential market opportunity. 12 Table of Contents Our sales professionals are responsible for driving the overall commercial strategy, establishing early connections and maintaining relationships with large, blue-chip brands and global advertising agencies and expanding our existing customer relationships.
We regularly seek to expand into new geographies based on demand from existing customers and the attractiveness of the potential market opportunity. Our sales professionals are responsible for driving the overall commercial strategy, establishing early connections and maintaining relationships with large, blue-chip brands and global advertising agencies and expanding our existing customer relationships.
Our flexible technology ensures that new campaigns and configurations are distributed across our global infrastructure in minutes. 13 Table of Contents ● Omni-Channel Display and Video Measurement Tags : We have built video and display measurement tags that seamlessly operate in any format or device, enabling simple tagging processes that minimize customer trafficking needs. ● Advanced Owned & Operated Semantic Science Technology : Our owned and operated semantic science technology provides accurate and granular content classifications using machine learning and an ontology of over 180,000 distinct content topics. ● AI Driven Classification: Universal Content Intelligence is our content classification engine that powers expansive content categorization online based on policy definitions and AI technology.
Our flexible technology ensures that new campaigns and configurations are distributed across our global infrastructure in minutes. ● Omni-Channel Display and Video Measurement Tags : We have built video and display measurement tags that seamlessly operate in any format or device, enabling simple tagging processes that minimize customer trafficking needs. ● Advanced Owned & Operated Semantic Science Technology : Our owned and operated semantic science technology provides accurate and granular content classifications using machine learning and an ontology of over 185,000 distinct content topics. ● AI Driven Classification: Universal Content Intelligence is our content classification engine that powers expansive content categorization online based on policy definitions and AI technology.
We have long-term relationships with many of our customers, with an average relationship of approximately eight years for our top 25, 50 and 75 customers, and ongoing contractual agreements with a substantial portion of our customer base.
We have long-term relationships with many of our customers, with an average relationship of approximately nine years for our top 25, 50 and 75 customers, and ongoing contractual agreements with a substantial portion of our customer base.
We also offer Authentic Brand Suitability, which is an enhanced set of contextual solutions that can be deployed across multiple programmatic platforms. 9 Table of Contents ● Viewability : Digital ads are frequently obscured, paused before fully delivered or placed in locations that are out of view from the intended recipient.
We also offer Authentic Brand Suitability, which is an enhanced set of contextual solutions that can be deployed across multiple programmatic platforms. ● Viewability : Digital ads are frequently obscured, paused before fully delivered or placed in locations that are out of view from the intended recipient.
Additionally, there are several companies that provide point solutions that address individual aspects of digital ad measurement and performance, such as HUMAN, Peer 39, Chalice and Pixability, or geographically focused companies.
Additionally, there are several companies that provide point solutions that address individual aspects of digital ad measurement and performance, such as HUMAN, Peer 39, Mobian and Pixability, or geographically focused companies.
For additional detail on costs of sales excluding depreciation and amortization, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations.” Well-Aligned with Privacy Restrictions and Platform Evolution .
For additional detail on costs of sales excluding depreciation and amortization, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations.” Well-Aligned with Privacy Restrictions .
We serve over 2,000 customers that are diversified across all major industry verticals, including consumer packaged goods, financial services, telecommunications, technology, automotive and healthcare.
We serve over 2,500 customers that are diversified across all major industry verticals, including consumer packaged goods, financial services, telecommunications, technology, automotive and healthcare.
We believe we compete favorably on these factors and we will continue to provide valuable data and analytics to our customers. Seasonality We experience fluctuations in revenue that coincide with seasonal fluctuations in the digital ad spending of our customers.
We believe we compete favorably on these factors and we will continue to provide valuable data and analytics to our customers. 14 Table of Contents Seasonality We experience fluctuations in revenue that coincide with seasonal fluctuations in the digital ad spending of our customers.
Our values – Passion, Accountability, Collaboration and Trailblazing – are integral to our business strategy and focus on building capabilities, investing in our people, using data to scale progress and creating safe spaces. 16 Table of Contents Employee Metrics We believe that attracting, engaging, and retaining top talent is crucial to our continued success.
Our values - Passion, Accountability, Collaboration and Trailblazing - are integral to our business strategy and focus on building capabilities, investing in our people, using data to scale progress and creating safe spaces. Employee Metrics We believe that attracting, engaging, and retaining top talent is crucial to our continued success.
Our commitment to providing innovative and accurate advertising data and analytics is accomplished through the following core technology components: ● Configurable Settings : We have built a flexible configuration profile and settings distribution solution that allows customers to apply our software to their unique needs and brand preferences.
Our commitment to providing innovative and accurate advertising data and analytics is accomplished through the following core technology components: 12 Table of Contents ● Configurable Settings : We have built a flexible configuration profile and settings distribution solution that allows customers to apply our software to their unique needs and brand preferences.
Media quality is foundational to performance. The significant growth in digital advertising has resulted in wasted ad spend due to ads that are never seen as a result of continually evolving ad fraud activities, including bots, fake clicks and fraudulent web sites. New and sophisticated schemes, particularly across emerging channels such as CTV and mobile in-app, are uncovered each day.
The significant growth in digital advertising has resulted in wasted ad spend due to ads that are never seen as a result of continually evolving ad fraud activities, including bots, fake clicks and fraudulent web sites. New and sophisticated schemes, particularly across emerging channels such as CTV and mobile in-app, are uncovered each day.
We collected and analyzed data points on the approximately 8.3 trillion Media Transactions Measured (as defined below) by us in 2024, up from 7.0 trillion Media Transactions Measured in 2023 and 5.5 trillion in 2022.
We collected and analyzed data points on the approximately 9.5 trillion Media Transactions Measured (as defined below) by us in 2025, up from 8.3 trillion Media Transactions Measured in 2024 and 7.0 trillion in 2023.
We also hold various service marks, trademarks and trade names, including DoubleVerify, our logo design, DV Authentic Ad, DV Authentic Attention, DV Pinnacle, Authentic Brand Safety and Authentic Brand Suitability, that we deem important to our business. We have over 20 registered U.S. trademarks and approximately 15 trademarks that we have registered in various jurisdictions abroad.
We also hold various service marks, trademarks and trade names, including DoubleVerify, our logo design, DV Authentic Ad, DV Authentic Attention, DV Pinnacle and Authentic Brand Suitability, that we deem important to our business. We have over 20 registered U.S. trademarks and over 10 trademarks that we have registered in various jurisdictions abroad.
Our proprietary DV Authentic Ad metric is our definitive metric of digital media quality, which measures whether a digital ad is displayed in a fraud-free, brand-suitable environment and is fully viewable in the intended geography. Our software platform delivers this metric to our customers in real time, allowing them to access critical performance data on their digital ads.
Our proprietary DV Authentic Ad metric is our definitive metric of digital media quality, which measures whether a digital ad is displayed in a fraud-free, brand-suitable environment and is fully viewable in the intended geography. Our solutions deliver this metric to our customers in real time, allowing them to access critical performance data on their digital ads.
We have an attractive operating model, driven by the scalability of our platform, the consistent nature of our revenue, our significant operating leverage and low capital intensity. Our platform allows us to provide large-scale data analytics to customers around the world seamlessly and cost-effectively.
We have an attractive operating model, driven by the scalability of our solutions, the consistent nature of our revenue, our significant operating leverage and low capital intensity. Our solutions allow us to provide large-scale data analytics to customers around the world seamlessly and cost-effectively.
In addition to locations in which we currently have a remote or contracted workforce, we serve our customers globally through our offices or commercial operations in 31 locations across 25 countries, including the United States, the United Kingdom, Israel, Singapore, Australia, Brazil, Germany and the United Arab Emirates. 6 Table of Contents We generate revenue from our advertising customers based on the volume of media transactions, or ads, that our software platform measures (“Media Transactions Measured”), for which we receive an analysis fee (“Measured Transaction Fee”), enabling us to grow as our customers increase their digital ad spend and as we integrate into new channels and platforms.
In addition to locations in which we currently have a remote or contracted workforce, we serve our customers globally through our offices or commercial operations in 32 locations across 26 countries, including the United States, the United Kingdom, Israel, Singapore, Australia, Brazil, Germany and the United Arab Emirates. 6 Table of Contents We generate revenue from our advertising customers based on the volume of media transactions, or ads, that our solutions measure (“Media Transactions Measured”), for which we receive an analysis fee (“Measured Transaction Fee”), enabling us to grow as our customers increase their digital ad spend and as we integrate into new channels and platforms.
We offer brands the ability to dynamically configure over 100 avoidance categories, such as disasters, news, politics, hate speech and violence, allowing brands to curate environments for their ads to be delivered. Customers can use our extensive content categories to identify desired contexts for their ads, without relying on third-party cookies, persistent identifiers or cross-site tracking technology.
We offer brands the ability to dynamically configure over 100 avoidance categories, such as natural disasters, sensitive breaking news, politics, crime and violence, allowing brands to curate environments for their ads to be delivered. Customers can use our extensive content categories to identify desired contexts for their ads, without relying on third-party cookies, persistent identifiers or cross-site tracking technology.
With this foundation, we were able to drive net revenue retention of 112% in 2024, 124% in 2023 and 127% in 2022 through increased advertising volume and the successful launch of newly-introduced solutions. Scaled and Profitable Business Model .
With this foundation, we were able to drive net revenue retention of 109% in 2025, 112% in 2024 and 124% in 2023 through increased advertising volume and the successful launch of newly-introduced solutions. Scaled and Profitable Business Model .
Select integration and channel partners include: ● Demand-Side Platforms : Amazon, Google, The Trade Desk, Yahoo, Nexxen, Infillion, Adobe, Xandr ● Ad Platforms and Exchanges : Line Yahoo, Magnite, Teads, Epsilon, Nexxen, LG Ads, Taboola, Criteo ● Ad Servers and Ratings/Workflow Platforms : Innovid, Google and MediaOcean Prisma ● Social Platforms : Facebook, Instagram, YouTube, X (formerly Twitter), Snapchat, Pinterest, TikTok ● CTV : Amazon, Netflix, Disney+, Hulu and Roku Our advertising customers often purchase the Company’s solutions through a Demand-Side Platform.
Select integration and channel partners include: ● Demand-Side Platforms : Amazon, Google, The Trade Desk, Yahoo, Nexxen, Infillion, Adobe, StackAdapt ● Ad Platforms and Exchanges : Line Yahoo, Magnite, Teads, Epsilon, Nexxen, Taboola, Criteo ● Ad Servers and Ratings/Workflow Platforms : Innovid, Google, MediaOcean Prisma, Amazon and Microsoft ● Social Platforms : Facebook, Instagram, YouTube, TikTok, X (formerly Twitter), Snapchat, and Pinterest ● CTV : Amazon, Netflix, Disney+, Hulu and Roku Our advertising customers purchase the Company’s programmatic solutions through a Demand-Side Platform.
Our product team, consisting of 197 employees as of December 31, 2024, is responsible for working with our sales, account management, marketing and business development teams to understand customer input, assess the market opportunity and define the product roadmap.
Our product team, consisting of 177 employees as of December 31, 2025, is responsible for working with our sales, account management, marketing and business development teams to understand customer input, assess the market opportunity and define the product roadmap.
In 2024, we had 110 customers who each represented at least $1 million of annual revenue, up from 93 such customers in 2023 and 78 such customers in 2022, with no customer representing more than 10% of our revenue in 2024, 2023 or 2022.
In 2025, we had 131 customers who each represented at least $1 million of annual revenue, up from 110 such customers in 2024 and 93 such customers in 2023, with no customer representing more than 10% of our revenue in 2025, 2024 or 2023.
We also analyze more than 21 billion digital ad transactions daily, measuring whether ads are delivered in a fraud-free, brand-suitable environment and are fully viewable in the intended geography. Our software platform and unique position in the advertising ecosystem allows us to develop a significant data asset that accumulates over time as we measure an increasing number of media transactions.
We also analyze more than 23 billion digital ad transactions daily, measuring whether ads are delivered in a fraud-free, brand-suitable environment and are fully viewable in the intended geography. Our solutions and unique position in the advertising ecosystem allow us to develop a significant data asset that accumulates over time as we measure an increasing number of media transactions.
We believe the principal competitive factors in our market include the following: ● the ability to provide an independent, unified and consistent MRC-accredited measurement of digital ads across all formats and channels; ● the ability to provide accurate and reliable data insights on the brand suitability, existence of fraud and viewability of each digital ad to ensure that it meets all of these criteria; 15 Table of Contents ● the ability to innovate and adapt product offerings to emerging digital media technologies and offer products that meet changing customer needs; ● the ability to support large, global customers and develop and maintain complex integrations with key partners across the digital advertising ecosystem; ● the ability to achieve and maintain industry accreditations; and ● the ability to collect this data across all key platforms and provide independent analytics to our customers.
We believe the principal competitive factors in our market include the following: ● the ability to provide an independent, unified and consistent MRC-accredited measurement of digital ads across all formats and channels; ● the ability to provide accurate and reliable data insights on the brand suitability, existence of fraud, viewability and performance of digital ads; ● the ability to innovate and adapt product offerings to emerging digital media technologies and offer products that meet changing customer needs; ● the ability to support large, global customers and develop and maintain complex integrations with key partners across the digital advertising ecosystem; ● the ability to achieve and maintain industry accreditations; and ● the ability to collect this data across all key platforms and provide independent analytics to our customers.
We have identified over 20,000 fraudulent CTV/mobile apps as of December 31, 2024. In addition, even when an ad is verified to be fraud-free, there is no certainty that it is actually viewable or aligned with a brand’s standards.
We have identified nearly 35,000 fraudulent CTV/mobile apps as of December 31, 2025. In addition, even when an ad is verified to be fraud-free, there is no certainty that it is actually viewable or aligned with a brand’s standards.
Our sales, marketing and customer support expenses were $167.5 million, $126.0 million and $107.4 million for each of the years ended December 31, 2024, December 31, 2023 and December 31, 2022. Product Development Ongoing product innovation is central to our business.
Our sales, marketing and customer support expenses were $190.8 million, $167.5 million and $126.0 million for each of the years ended December 31, 2025, December 31, 2024 and December 31, 2023. Product Development Ongoing product innovation is central to our business.
We are also able to increase revenue per customer as we introduce new solutions, which has resulted in a compounded annual growth rate in average revenue for our top 100 customers of 24% from 2021 to 2024.
We are also able to increase revenue per customer as we introduce new solutions, which has resulted in a compounded annual growth rate in average revenue for our top 100 customers of 20% from 2022 to 2025.
Custom Contextual In late 2020, we launched our Custom Contextual solution to enhance our programmatic advertising solutions. Advertisers use our Custom Contextual solution to match their ads to relevant content in order to maximize user engagement and drive optimal campaign performance. Custom Contextual metrics leverage our content-derived analytics data and are not reliant on third-party cookies or cross-site tracking technology.
Advertisers use our Custom Contextual solution to match their ads to relevant content in order to maximize user engagement and drive optimal campaign performance. Custom Contextual metrics leverage our content-derived analytics data and are not reliant on third-party cookies or cross-site tracking technology.
In addition, as part of our ongoing commitment to privacy compliance and data governance, we are the only major digital ad verification provider to achieve certifications for Asia-Pacific Economic Cooperation (APEC) Cross Border Privacy Rules (CBPR), and Privacy Recognition for Processors (PRP) through TrustArc. In 2022, we also achieved ISO 27001:2013 certification for our information security management system.
In addition, as part of our ongoing commitment to privacy compliance and data governance, we have achieved certifications for Asia-Pacific Economic Cooperation (APEC) Cross Border Privacy Rules (CBPR), and Privacy Recognition for Processors (PRP) through TrustArc. In 2022, we also achieved ISO 27001:2013 certification for our information security management system.
The accreditations and certifications of our products gives advertisers confidence in the efficacy and reliability of our solutions. These accreditations and certifications also ensure that our partners and other participants in the digital advertising ecosystem that are impacted by our digital media measurement can trust that our solutions are consistent, fair and meet industry standards.
These accreditations and certifications also ensure that our partners and other participants in the digital advertising ecosystem that are impacted by our digital media measurement can trust that our solutions are consistent, fair and meet industry standards.
Trust is foundational to both the lasting partnerships we have built with clients and with our employees as well. Culture and Values By fostering diverse ideas, viewpoints and insights, we believe we drive innovation and competitive success in digital advertising.
Trust is foundational to both the lasting partnerships we have built with clients and with our employees as well. Culture and Values We believe we drive innovation and competitive success in digital advertising through fostering a wide range of ideas, viewpoints and insights in our workforce.
We believe our solutions are difficult to replicate and we will continue to enhance our intellectual property portfolio as we develop new solutions for our customers. We have three registered U.S. patents, six international patents (four in Europe and two in Japan) and four pending patent applications.
We believe our solutions are difficult to replicate and we will continue to enhance our intellectual property portfolio as we develop new solutions for our customers. We have four registered U.S. patents, six international patents and one pending patent application.
To drive tangible business outcomes for advertisers, we offer robust measurement solutions to validate the performance of their marketing campaigns, advanced signals like attention and context to highlight inventory that demonstrates user engagement, interest and intent, and dynamic AI optimization to inform media buying strategies predictive of key performance indicator achievement. 7 Table of Contents Rising Adoption of Independent, Cookie-Less, Cross-Platform Solutions .
To drive tangible business outcomes for advertisers, we offer robust measurement solutions to validate the performance of their marketing campaigns, advanced signals like attention and context to highlight inventory that demonstrates user engagement, interest and intent, and dynamic AI optimization to inform media buying strategies predictive of key performance indicator achievement. Artificial Intelligence.
With respect to our overall business, we have delivered strong historical revenue growth, with a compounded annual growth rate of 25% from 2021 to 2024. Our Industry We believe that our business benefits from many of the most significant trends in digital marketing and advertising, including: Significant Growth in Digital Ad Spend .
With respect to our overall business, we have delivered strong historical revenue growth, with a compounded annual growth rate of over 18% from 2022 to 2025. Our Industry We believe that our business benefits from many of the most significant trends in digital marketing and advertising, including: Continued Growth in Digital Ad Spend and Programmatic Ad Buying .
Our software platform is integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels and digital publishers.
Our solutions are integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels and digital publishers.
We have 1,197 employees around the world who are the driving force of our innovation and success. 715 of our employees are based in New York, London, and Tel Aviv, and approximately 42 % are located outside of the Americas. We also incorporate contracted resources to expand the reach of our full-time workforce.
We have 1,231 employees around the world who are the driving force of our innovation and success. Approximately 42% of our employees are located outside of the Americas. We also incorporate contracted resources to expand the reach of our full-time workforce.
Powerful Network Effect Fueled by a Robust and Scalable Data Asset . Our software platform and unique position in the advertising ecosystem allows us to develop a significant data asset that accumulates over time as we measure an increasing number of media transactions.
Our solutions and unique position in the advertising ecosystem allows us to develop a significant data asset that accumulates over time as we measure an increasing number of media transactions.
In 2024, we further enhanced our privacy program by adding TrustArc’s Enterprise Privacy Certification and expanding our ISO 27001:2013 to include ISO 27701:2019, the privacy specific add-on to ISO 27001:2013.
In 2024, we further enhanced our privacy program by adding TrustArc’s Enterprise Privacy Certification and expanding our ISO 27001:2013 to include ISO 27701:2019, the privacy specific add-on to ISO 27001:2013. The accreditations and certifications of our products gives advertisers confidence in the efficacy and reliability of our solutions.
The Company joined the EU-US, UK-US and Swiss-US DPF in the summer of 2023. While the enactment of the DPF has relieved some concerns around the issue of data transfers to the United States, the framework has been challenged by several activists claiming it is insufficient to safeguard EU citizens’ personal data in the United States.
While the enactment of the DPF has relieved some concerns around the issue of data transfers to the United States with respect to our core business, the framework has been challenged by several activists claiming it is insufficient to safeguard EU citizens’ personal data in the United States.
This framework allows us to modify our solutions in real-time based on the regulatory jurisdiction and data collection consent status of each individual measured ad.
This framework allows us to modify our solutions in real-time based on the regulatory jurisdiction and data collection consent status of each individual measured ad. ● Dedicated Information Security : We host a large quantity of our customer media campaign data.
As of December 31, 2024, we had 506 professionals on our Commercial organization teams, of which 214 were sales professionals, 53 were marketing professionals and 239 were account managers and customer support representatives.
As of December 31, 2025, we had 483 professionals on our Commercial organization teams, of which 206 were sales professionals, 50 were marketing professionals and 227 were account managers and customer support representatives.
Our sales presentation is focused on the market challenges that we address, the benefits that customers have achieved utilizing our solutions and the product innovation and differentiation that drive our superior results. We target the largest global advertisers and we believe that we offer the most comprehensive suite of solutions available in the market.
Our sales presentation is focused on the market challenges that we address, the benefits that customers have achieved utilizing our solutions and the product innovation and differentiation that drive our superior results.
AI is being used to populate content farms, exacerbating the proliferation of clickbait articles, made-for-advertising (“MFA”) content and inaccurate and misleading information.
Generative AI tools are powerful and accessible to everyone - including bad actors. AI is being used to populate content farms, exacerbating the proliferation of clickbait articles, made-for-advertising (“MFA”) and low-quality content and inaccurate and misleading information.
Each day, we identify over 16 million active fraudulent device signatures, distributing them to our partners nearly 100 times per day. ● Brand Safety and Suitability : Our customers use the data analytics that our software platform provides to target desired contexts and help prevent their ads from appearing next to content that they do not deem appropriate for their brands.
Each day, we identify over 24 million active fraudulent device signatures, distributing them to our partners nearly 100 times per day. ● Brand Suitability : Our customers use the data analytics that our solutions provide to identify desired contexts and help prevent their ads from appearing next to content that does not align with their campaign and brand strategies.
To support the development of our employees’ skills and abilities, we provide a wide range of learning and growth opportunities including leadership, personal development, and other technical training. In addition, we provide tuition reimbursement for educational programs our employees may wish to enroll in outside of the programming we provide.
To support the development of our employees’ skills and abilities, we provide a wide range of learning and growth opportunities including leadership, personal development, and other technical training.
Our Solutions The DV Authentic Ad The DV Authentic Ad is our definitive metric of digital media quality, which evaluates the existence of fraud, brand safety and suitability, viewability and geography for each digital ad: ● Fraud : Our solutions are designed to safeguard advertisers against increasingly sophisticated invalid digital traffic, such as bot fraud, site fraud, malware (including adware), and app fraud.
Additionally, the core contextual data set that we use to provide our measurement and analytics solutions can also provide advertisers with an alternative source of data to deliver targeted advertising. 8 Table of Contents Our Solutions The DV Authentic Ad The DV Authentic Ad is our definitive metric of digital media quality, which evaluates the existence of fraud, brand suitability, viewability and geography for each digital ad: ● Fraud : Our solutions are designed to safeguard advertisers against increasingly sophisticated invalid digital traffic, such as bot fraud, site fraud, malware (including adware), and app fraud.
Our company was founded in 2008 and we introduced our first brand safety and suitability solution in 2010. As the global digital advertising market has evolved, we have continued to expand our capabilities through new product innovation and partnerships across emerging programmatic media buying platforms and digital media channels, including social and CTV.
As the global digital advertising market has evolved, we have continued to expand our capabilities since our founding in 2008 through new product innovation and partnerships across emerging programmatic media buying platforms and digital media channels, including social and CTV. The advertising industry continues to experience an expanding array of digital channels and platforms.
We provide comprehensive performance measurement metrics across all key digital channels where our customers advertise and deliver them through the major platforms through which they purchase advertising. Our technology is used in major platforms that provide direct, programmatic and social advertising, including Google, Facebook, TikTok, Amazon and The Trade Desk.
We provide comprehensive performance measurement metrics across all key digital channels where our customers advertise and deliver them through the major platforms through which they purchase advertising.
Rapid advancement of our product capabilities has enabled our business to meet customer needs in the dynamic digital advertising landscape. Through our innovation, we have been able to continuously add new capabilities to our solutions. Our engineering team, consisting of 339 employees as of December 31, 2024, is responsible for the development of software and the operations of our infrastructure.
Rapid advancement of our product capabilities has enabled our business to meet customer needs in the dynamic digital advertising landscape. Through our innovation, we have been able to continuously add new capabilities to our solutions.
Our commercial organization is aligned by geographically focused teams, comprising sales and account management professionals in the Americas, EMEA and APAC, and professionals dedicated to global client and agency relationships.
We target the largest global advertisers and we believe that we offer the most comprehensive suite of solutions available in the market. 11 Table of Contents Our commercial organization is aligned by geographically focused teams, comprising sales and account management professionals in the Americas, EMEA and APAC, and professionals dedicated to global client and agency relationships.
Context of ad placement has become as important to a brand as the content of the ad itself. In response, advertisers are adopting scalable, sophisticated brand suitability solutions to establish centralized controls for consistent enforcement of their policies and ensure effective use of their global digital media spend. Desire to Improve Media Quality and Effectiveness .
The context in which an ad is placed is a critical component of managing brand reputation and advertisers continue to utilize scalable, sophisticated brand suitability solutions to establish centralized controls for consistent enforcement of their policies and ensure effective use of their global digital media spend. Desire to Improve Media Quality and Effectiveness . Media quality is foundational to performance.
Loyal and Growing Customer Base . Our customers currently include a majority of the top 100 global advertisers, according to Ad Age. In each of the years 2022-2024, we maintained over 95% gross revenue retention rates across our customer base and retained 100% of our top 75 customers.
In each of the years 2022-2025, we maintained over 95% gross revenue retention rates across our customer base and in 2025 retained 99% of our top 75 customers.
Supporting these standards are organizations that conduct audit-based accreditations and other certification processes for media measurement products and to renew accreditations on an annual basis. We have received accreditations and certifications from a wide range of industry bodies, including the Media Rating Council (MRC), Trustworthy Accountability Group and Japan Joint Industry Committee for Digital Advertising Quality (JICDAQ).
We have received accreditations and certifications from a wide range of industry bodies, including the Media Rating Council (MRC), a U.S. based independent organization that audits and accredits media measurement products and data sources, Trustworthy Accountability Group and Japan Joint Industry Committee for Digital Advertising Quality (JICDAQ).
Technology Our technology is designed to provide our customers with precise, real-time decision-making and measurement data across their digital advertising campaigns.
We intend to continue to invest in our research and development capabilities to cover a broader range of products, customers and geographies. Technology Our technology is designed to provide our customers with precise, real-time decision-making and measurement data across their digital advertising campaigns.
We believe that we are well-positioned to benefit from broader government regulations and changing industry privacy standards that increasingly restrict the collection and use of personal data for advertising purposes.
We believe that we are well-positioned to benefit from broader government regulations and changing industry privacy standards that increasingly restrict the collection and use of personal data for advertising purposes. Our core software does not rely on third-party cookies, persistent identifiers or cross-site tracking technology to deliver our measurement and analytics solutions.
Programmatic ad buyers and trading platforms benefit from consistent access to high quality and accurate data and analytics to improve purchasing decisions and optimize the efficacy of their ads.
Advertisers continue to leverage digital media buying through programmatic platforms, which automate the digital ad buying process through the use of computer algorithms and deliver targeted advertisements utilizing vast data sets. Programmatic ad buyers and trading platforms benefit from consistent access to high quality and accurate data and analytics to improve purchasing decisions and optimize the efficacy of their ads.
In addition, our solutions help our customers preserve one of their most important and invaluable assets — brand reputation — by ensuring ads are not shown near content that is inconsistent with their brand message. 8 Table of Contents Track Record of Successful Product Innovation .
Our unique data analytics are used by our advertiser customers to identify the highest performing ad inventory. In addition, our solutions help our customers preserve one of their most important and invaluable assets - brand reputation - by ensuring ads are not shown near content that is inconsistent with their brand strategy and values.
Over time, the emergence of new digital channels, such as social, has attracted significant advertiser interest and investment. In turn, this has created additional demand for digital measurement and analytics solutions. Today, CTV represents a large new frontier for digital advertising as global linear television media spend continues to migrate to digital channels.
Over time, the emergence of new digital channels, such as social, has attracted significant advertiser interest and investment. In turn, this has created additional demand for digital measurement and analytics solutions. CTV presents a significant opportunity for full-suite measurement and analytics providers due to the fragmented inventory and ad fraud emerging within this channel.
As objectionable content and ad fraud have proliferated across the Internet and other digital channels, advertisers are utilizing independent, third-party solutions to protect their brand equity and optimize the performance of their digital media investments. Our technology addresses this need by providing unbiased data analytics that enable advertisers to increase the effectiveness, quality and return on their digital advertising investments.
As ad fraud has proliferated across the Internet and other digital channels and advertisers provide even greater focus on finding content that is aligned with their brand strategy, advertisers are utilizing independent, third-party solutions to protect their brand equity and optimize the performance of their digital media investments.
We use an agile development process with automated quality assurance, deployment and post-deployment testing to rapidly build, test and deploy new functionality.
Our engineering and technology team, consisting of 362 employees as of December 31, 2025, is responsible for the development of software and the operations of our infrastructure. We use an agile development process with automated quality assurance, deployment and post-deployment testing to rapidly build, test and deploy new functionality.
We believe the shift towards digital spend will continue as new distribution channels and advertising formats emerge that enable advertisers to more effectively reach their target audiences. Acceleration of Programmatic Ad Buying .
Magna Global estimated that global digital ad spend, excluding search, reached $378 billion in 2025 and is expected to grow to $518 billion by 2029. We believe digital spend will continue to grow as new distribution channels and advertising formats emerge that enable advertisers to more effectively reach their target audiences.
Successful legal challenge could cause uncertainty around the feasibility of transfers of personal data from the EU, the UK and Switzerland, to the United States, and has the potential to adversely affect our operations and business. 17 Table of Contents New laws restricting the collection, processing and use of personal data have been enacted in numerous states in the U.S., including California (the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights and Enforcement Act (“CPRA”)), the U.K.
Laws restricting the collection, processing and use of personal data have been enacted in numerous states in the U.S., including California (the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights and Enforcement Act (“CPRA”)), the U.K.
Additionally, many countries have data protection laws with different requirements than those in the U.S. and this may result in inconsistent requirements and differing interpretations across jurisdictions. Governments, privacy advocates and class action attorneys are increasingly scrutinizing companies for compliance with data privacy requirements and the sufficiency of existing frameworks.
Governments, privacy advocates and class action attorneys are increasingly scrutinizing companies for compliance with data privacy requirements and the sufficiency of existing frameworks.
The advertising industry continues to shift from traditional mediums to an expanding array of digital channels and platforms. Digital advertisers have historically relied on inconsistent, self-reported data from a large number of publishers, social channels and programmatic platforms, making it difficult to form an accurate, unbiased view of how and where their ad budgets are spent.
Aggregating self-reported data from a large number of publishers, social channels and programmatic platforms across an advertiser’s digital ad spend makes it difficult for the advertiser to form an accurate, unbiased view of how and where its ad budget is spent and the effectiveness of that spend.
Our solutions seek to ensure that advertisers’ marketing efforts are strategically aligned with brand goals and values, to foster deeper consumer engagement and trust, while also optimizing investments and performance. In addition, we are leveraging AI to accelerate content classification across languages as well as to deliver cost-effective video classification.
Our solutions seek to ensure that advertisers’ marketing efforts are strategically aligned with brand goals and values, to foster deeper consumer engagement and trust, while also optimizing investments and performance. 7 Table of Contents Our Strengths We believe the following attributes and capabilities form our core strengths and provide us with competitive advantages: Best-in-Class Solutions .
Exposure and Engagement ladder up into the DV Attention Index, an overarching measure of attention that provides key insights into campaign performance. Our customers use DV Authentic Attention to predict which ads will impact consumers and drive outcomes, enabling them to make changes to their media strategies in real time.
Our customers use DV Authentic Attention to predict which ads will impact consumers and drive outcomes, enabling them to make changes to their media strategies in real time. 9 Table of Contents Custom Contextual In late 2020, we launched our Custom Contextual solution to enhance our programmatic advertising solutions.
Scibids AI technology does not rely on digital identifiers such as cookies and can be activated across leading Demand-Side Platforms, such as The Trade Desk, DV360, and Xandr. 10 Table of Contents Supply-Side Solutions We provide our software solutions and data analytics to publishers and other supply-side customers to enable them to maximize revenue from their digital advertising inventory.
Supply-Side Solutions We provide our software solutions and data analytics to publishers and other supply-side customers, such as retail media networks, to enable them to maximize revenue from their digital advertising inventory.
Our product development expenses were $153.0 million, $125.4 million and $95.1 million for each of the years ended December 31, 2024, December 31, 2023 and December 31, 2022. We intend to continue to invest in our research and development capabilities to extend our platform to cover a broader range of products, customers and geographies.
Product development is conducted throughout our eight research and development centers. Our product development expenses were $178.4 million, $153.0 million and $125.4 million for each of the years ended December 31, 2025, December 31, 2024 and December 31, 2023.
Our Strengths We believe the following attributes and capabilities form our core strengths and provide us with competitive advantages: Best-in-Class Software Platform . Our technology stack enables us to develop proprietary advertising performance metrics on each digital ad transaction.
Our technology stack enables us to develop proprietary advertising performance metrics on each digital ad transaction.
We have a track record of developing new solutions for our customers that provide increased relationship value and drive incremental average revenue per customer, thereby deepening our competitive edge. As of December 31, 2024, we had 225 software and data engineers employed with us throughout our seven research and development centers focused on product development.
Track Record of Successful Product Innovation . We have a track record of developing new solutions for our customers that provide increased relationship value and drive incremental average revenue per customer, thereby deepening our competitive edge. Loyal and Growing Customer Base . Our customers currently include a majority of the top global advertisers, according to Ad Age.
As a general matter, our core software platform does not rely on third-party cookies, persistent identifiers or cross-site technology, but our measurement of digital ads depends, in part, on the use of certain tracking technologies to measure a user’s views and interactions with digital ads.
As a general matter, our core software does not rely on third-party cookies, persistent identifiers or cross-site technology, but components of our technology depend in part on the receipt, processing, storage and/or use of personally identifiable information. Therefore, existing and future data security and privacy laws may affect our ability to implement our business models effectively.
We are dedicated to the health, safety, and wellness of our employees, as each is integral to our success as an organization. We provide our employees and their families with access to a variety of programs, including access to online mental health resources, wellness expense reimbursements, and paid time off for “wellness days”.
In addition, we provide tuition reimbursement for educational programs our employees may wish to enroll in outside of the programming we provide. 15 Table of Contents We are dedicated to the health, safety, and wellness of our employees, as each is integral to our success as an organization.
As new media formats emerge, the strength of our solutions and the flexibility of our software platform allows us to seamlessly onboard new integration partners and secure new partnerships as selling channels for our solutions. For example, as CTV continues to become an increasingly prominent advertising channel, we have secured partnership agreements with multiple leading CTV platforms.
As new media formats emerge, the strength of our solutions and the flexibility of our solutions allow us to seamlessly onboard new integration partners and secure new partnerships as selling channels for our solutions. Powerful Network Effect Fueled by a Robust and Scalable Data Asset .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisk Factors Summary Below is a summary of the principal factors that make an investment in our common stock speculative or risky: ● If we fail to respond to technological developments or evolving industry standards, our solutions may become obsolete or less competitive. ​ ● The market in which we participate is highly competitive. ​ ● System failures, security breaches, cyberattacks or natural disasters could interrupt the operation of our platform and data centers and significantly harm our business, financial condition and results of operations. ​ ● Our solutions rely on integrations with demand- and supply-side advertising platforms, ad servers and social platforms. ​ ● Economic downturns and unstable market conditions could adversely affect our business, financial condition and results of operations. ​ ● We have completed several acquisitions in the past and may consummate additional acquisitions in the future, which may be difficult to integrate, disrupt our business, expose us to unanticipated liabilities, dilute stockholder value or divert management attention. ​ ● We are subject to payment-related risks, and if our ability to accurately and timely collect payments is impaired, our business, financial condition and results of operations may be adversely affected. ​ ● Defects, errors or inaccuracies associated with our solutions could negatively impact our business, financial condition and results of operations. ​ ● We often have long sales cycles, which can result in significant time between initial contact with a prospect and execution of a contractual agreement, making it difficult to project when, if at all, we will generate revenue from new customers. ​ ● We depend on our senior management team and other key personnel to manage our business effectively, and if we are unable to retain such key personnel or hire additional qualified personnel, our ability to compete could be harmed. ​ 19 Table of Contents ● Increasing scrutiny and evolving expectations from customers, employees, regulators and other stakeholders with respect to our corporate social responsibility (“CSR”) practices may expose us to new or additional risks. ​ ● Data privacy legislation and regulation on digital advertising and privacy and data protection may adversely affect our business. ​ ● Public criticism of digital advertising technology in the U.S. and internationally, including digital advertising on social media platforms, could adversely affect the demand for and use of our solutions. ​ ● The success of our business depends in large part on our ability to protect and enforce our intellectual property rights. ​ ● An assertion from a third party that we are infringing its intellectual property rights, whether such assertion is valid or not, could subject us to costly and time-consuming litigation, expensive licenses or other impacts to our business. ​ ● We may face risks associated with our use of artificial intelligence and machine learning models. ​ ● We are exposed to the risks of operating internationally. ​ ● Exposure to foreign currency exchange rate fluctuations could negatively impact our results of operations. ​ ● Our use of “open source” software could subject our technology to general release or require us to re-engineer our platform, or subject us to litigation, which could harm our business, financial condition and results of operations. ​ ● Seasonal fluctuations in advertising activity could have a negative impact on our revenue, cash flow and operating results. ​ ● We have a limited operating history, which makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment. ​ ● Our revenues and results of operations may fluctuate in the future.
Biggest changeRisk Factors Summary Below is a summary of the principal factors that make an investment in our common stock speculative or risky: ● If we fail to respond to technological developments, evolving industry standards or shifting advertiser preference, our solutions may become obsolete or less competitive. ​ ● The market in which we participate is highly competitive. ​ ● System failures, security breaches, cyberattacks or other unforeseen events could interrupt the operation of our platform and data centers and significantly harm our business, financial condition and results of operations. ​ ● We may face risks associated with our use of artificial intelligence and machine learning models. ​ ● Our solutions rely on integrations with demand- and supply-side advertising platforms, ad servers and social platforms. ​ ● Economic downturns and unstable market conditions could adversely affect our business, financial condition and results of operations. ​ ● We have completed several acquisitions in the past and may consummate additional acquisitions in the future, which may be difficult to integrate, disrupt our business, expose us to unanticipated liabilities, dilute stockholder value or divert management attention. ​ ● We are subject to payment-related risks, and if our ability to accurately and timely collect payments is impaired, our business, financial condition and results of operations may be adversely affected. ​ ● Defects, errors or inaccuracies associated with our solutions could negatively impact our business, financial condition and results of operations. ​ ● We often have long sales cycles, which can result in significant time between initial contact with a prospect and execution of a contractual agreement, making it difficult to project when, if at all, we will generate revenue from new customers. ​ ● We depend on our management team and other key personnel to manage our business effectively, and if we are unable to retain such key personnel or hire additional qualified personnel, our ability to compete could be harmed. ​ 17 Table of Contents ● Increasing scrutiny and evolving expectations from customers, employees, regulators and other stakeholders with respect to our corporate social responsibility (“CSR”) practices may expose us to new or additional risks. ​ ● Data privacy legislation and regulation on digital advertising and privacy and data protection may adversely affect our business. ​ ● Public criticism of digital advertising technology in the U.S. and internationally, including digital advertising on social media platforms, could adversely affect the demand for and use of our solutions. ​ ● The success of our business depends in large part on our ability to protect and enforce our intellectual property rights. ​ ● An assertion from a third party that we are infringing its intellectual property rights, whether such assertion is valid or not, could subject us to costly and time-consuming litigation, expensive licenses or other impacts to our business. ​ ● We are exposed to the risks of operating internationally. ​ ● Exposure to foreign currency exchange rate fluctuations could negatively impact our results of operations. ​ ● Our use of “open source” software could subject our technology to general release or require us to re-engineer our platform, or subject us to litigation, which could harm our business, financial condition and results of operations. ​ ● Seasonal fluctuations in advertising activity could have a negative impact on our revenue, cash flow and operating results. ​ ● Our operating history may not be indicative of our future growth or financial results and we may not be able to sustain our historical growth rates. ​ ● Our revenues and results of operations may fluctuate in the future.
Certain of our third-party service providers and other vendors have access to portions of our IT system. Performance failures or acts of negligence by these service providers may cause material disruptions to our IT systems. For more information about the cybersecurity risk management program, refer to “Item 1C. Cybersecurity” in this Annual Report on Form 10-K.
Certain of our third-party service providers and other vendors have access to portions of our IT system. Performance failures or acts of negligence by these parties may cause material disruptions to our IT systems. For more information about the cybersecurity risk management program, refer to “Item 1C. Cybersecurity” in this Annual Report on Form 10-K.
Any perception of our practices, platform or solutions delivery as a violation of privacy rights may subject us to public criticism, loss of customers or partners, class action lawsuits, reputational harm, or investigations or claims by regulators, industry groups or other third parties, all of which could significantly disrupt our business and expose us to liability in ways that negatively affect our business, results of operations and financial condition. 28 Table of Contents In addition, U.S. and foreign governments have enacted or are considering enacting new legislation related to privacy, data protection, data security and digital advertising and we expect to see an increase in, or changes to, legislation and regulation that affects our industry.
Any perception of our practices, platform or solutions delivery as a violation of privacy rights may subject us to public criticism, loss of customers or partners, class action lawsuits, reputational harm, or investigations or claims by regulators, industry groups or other third parties, all of which could significantly disrupt our business and expose us to liability in ways that negatively affect our business, results of operations and financial condition. 27 Table of Contents In addition, U.S. and foreign governments have enacted or are considering enacting new legislation related to privacy, data protection, data security and digital advertising and we expect to see an increase in, or changes to, legislation and regulation that affects our industry.
As a result, we may not be able to add customers or generate revenue as quickly as we may expect. We depend on our senior management team and other key personnel to manage our business effectively, and if we are unable to retain such key personnel or hire additional qualified personnel, our ability to compete could be harmed.
As a result, we may not be able to add customers or generate revenue as quickly as we may expect. We depend on our management team and other key personnel to manage our business effectively, and if we are unable to retain such key personnel or hire additional qualified personnel, our ability to compete could be harmed.
Conversely, our partners and communications services providers have adopted their own policies based on their own perceptions of legal requirements or other policy determinations, and these policies have in the past temporarily prevented us, and may again in the future prevent us, from operating on their platforms and possibly result in loss of business or litigation.
Conversely, our partners and communications services providers have adopted their own policies based on their own perceptions of legal requirements or other policy determinations, and these policies have in the past temporarily prevented us, and may again in the future prevent us, from operating on their platforms and result in loss of business or litigation.
Acquisitions involve numerous risks, any of which could harm our business and financial performance, including: ● the difficulty of assimilating the operations and personnel of the acquired companies; ● the potential disruption of our business; ● the inability of our management to maximize our financial and strategic position by the successful incorporation of acquired technology into our platform; ● unanticipated liabilities associated with an acquisition, including (i) technology, intellectual property and infringement issues, (ii) employment, retirement or severance related claims, (iii) claims by or amounts owed to customers or suppliers, (iv) adverse tax consequences and (v) other legal disputes; ● difficulty maintaining uniform standards, controls, procedures and policies, with respect to accounting matters and otherwise; ● the potential loss of key personnel of acquired companies; ● the impairment of relationships with employees and customers as a result of changes in management and operational structure; ● increased indebtedness to finance the acquisition; ● entrance into new geographic markets or new product segments that subjects us to different laws and regulations that may have an adverse impact on our business; and ● the diversion of management time and focus from operating our business to addressing acquisition integration challenges.
Acquisitions involve numerous risks, any of which could harm our business and financial performance, including: ● the difficulty of assimilating the operations and personnel of the acquired companies; ● the potential disruption of our business; ● the inability of our management to maximize our financial and strategic position by the successful incorporation of acquired technology into our platform; ● unanticipated liabilities associated with an acquisition, including (i) technology, intellectual property and infringement issues, (ii) employment, retirement or severance related claims, (iii) claims by or amounts owed to customers or suppliers, (iv) adverse tax consequences and (v) other legal disputes; 24 Table of Contents ● difficulty maintaining uniform standards, controls, procedures and policies, with respect to accounting matters and otherwise; ● the potential loss of key personnel of acquired companies; ● the impairment of relationships with employees and customers as a result of changes in management and operational structure; ● increased indebtedness to finance the acquisition; ● entrance into new geographic markets or new product segments that subjects us to different laws and regulations that may have an adverse impact on our business; and ● the diversion of management time and focus from operating our business to addressing acquisition integration challenges.
For example, our amended and restated certificate of incorporation and amended and restated bylaws collectively: 41 Table of Contents ● authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt; ● provide for a classified board of directors, which divides our board of directors into three classes, with members of each class serving staggered three-year terms, which prevents stockholders from electing an entirely new board of directors at an annual meeting; ● limit the ability of stockholders to remove directors; ● provide that vacancies on our board of directors, including vacancies resulting from an enlargement of our board of directors, may be filled only by a majority vote of directors then in office; ● prohibit stockholders from calling special meetings of stockholders; ● prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders; ● establish advance notice requirements for nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders; and ● require the approval of holders of at least 66 2 ∕ 3 % in voting power of the outstanding shares of our capital stock to amend our amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation.
For example, our amended and restated certificate of incorporation and amended and restated bylaws collectively: ● authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt; ● provide for a classified board of directors, which divides our board of directors into three classes, with members of each class serving staggered three-year terms, which prevents stockholders from electing an entirely new board of directors at an annual meeting; ● limit the ability of stockholders to remove directors; ● provide that vacancies on our board of directors, including vacancies resulting from an enlargement of our board of directors, may be filled only by a majority vote of directors then in office; ● prohibit stockholders from calling special meetings of stockholders; ● prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders; ● establish advance notice requirements for nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders; and ● require the approval of holders of at least 66 2/3% in voting power of the outstanding shares of our capital stock to amend our amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation.
As this market evolves, competition may intensify as existing companies expand their businesses and new companies enter the market, which could lead to commoditization and harm our ability to increase revenue and maintain profitability. Our success depends on our ability to retain and grow our existing customers and market and sell our platform and solutions to new customers.
As this market evolves, competition may intensify as existing companies expand their businesses and new companies and technologies enter the market, which could lead to commoditization and harm our ability to increase revenue and maintain profitability. Our success depends on our ability to retain and grow our existing customers and market and sell our platform and solutions to new customers.
In addition, these platform partners have significant control over how our solutions are provided on their platforms, may be able to provide differentiated data as part of their competitive solutions and, in many instances, are able to provide these competitive solutions at significantly lower rates or for free.
These platform partners have significant control over how our solutions are provided on their platforms, may be able to provide differentiated data as part of their competitive solutions and, in many instances, are able to provide these competitive solutions at significantly lower rates or for free.
We could be the subject of securities class action litigation due to future stock price volatility, which could divert management’s attention and materially and adversely affect our business, financial condition, results of operations or cash flows.
We could be the subject of securities class action or other litigation due to future stock price volatility, which could divert management’s attention and materially and adversely affect our business, financial condition, results of operations or cash flows.
Any regulatory or civil action that is brought against us, even if unsuccessful, may distract our management’s attention, divert our resources, negatively affect our public image or reputation among our customers and partners and within our industry, and, consequently, harm our business, results of operations and financial condition. 29 Table of Contents Public criticism of digital advertising technology in the U.S. and internationally, including digital advertising on social media platforms, could adversely affect the demand for and use of our solutions.
Any regulatory or civil action that is brought against us, even if unsuccessful, may distract our management’s attention, divert our resources, negatively affect our public image or reputation among our customers and partners and within our industry, and, consequently, harm our business, results of operations and financial condition. 28 Table of Contents Public criticism of digital advertising technology in the U.S. and internationally, including digital advertising on social media platforms, could adversely affect the demand for and use of our solutions.
The integration partner’s change may cause a malfunction in the integration leading to a break in services. We cannot assure you that any updated solutions will be compatible or accepted by our integration partners.
The integration partner’s change may cause a malfunction in the integration leading to a break in services or errors in our solutions. We cannot assure you that any updated solutions will be compatible or accepted by our integration partners.
A failure to protect our intellectual property rights in the U.S. or elsewhere could adversely affect our business, financial condition and results of operations. 30 Table of Contents An assertion from a third party that we are infringing its intellectual property rights, whether such assertion is valid or not, could subject us to costly and time-consuming litigation, expensive licenses or other impacts to our business.
A failure to protect our intellectual property rights in the U.S. or elsewhere could adversely affect our business, financial condition and results of operations. 29 Table of Contents An assertion from a third party that we are infringing its intellectual property rights, whether such assertion is valid or not, could subject us to costly and time-consuming litigation, expensive licenses or other impacts to our business.
To remain competitive, we will need to continuously upgrade our existing platform and develop new solutions that address evolving technologies, advertising strategies and standards across all major channels, formats and devices for digital advertising, including mobile, social, video, in-app, display and connected television, as well as across digital media buying platforms, such as programmatic, direct ad exchanges and trading networks.
To remain competitive, we need to continuously maintain and upgrade our existing platform and develop new solutions that address evolving technologies, advertising strategies and standards across all major channels, formats and devices for digital advertising, including mobile, social, video, in-app, display and connected television, as well as across digital media buying platforms, such as programmatic, direct ad exchanges and trading networks.
In addition, we rely on our demand-side and social integration partners to report to us on the usage of our solutions on their platforms, as well as revenue generated on their platforms.
In addition, we rely on our demand-side, social and other integration partners to report to us on the usage of our solutions on their platforms, as well as revenue generated on their platforms.
The war between Israel and Hamas could result in disruptions to our business operations in addition to unstable market conditions, which could adversely affect our business, financial condition and results of operations.
The ongoing war between Israel and Hamas could result in disruptions to our business operations in addition to unstable market conditions, which could adversely affect our business, financial condition and results of operations.
If the data analytics we deliver to our customers are inaccurate or perceived to be inaccurate, due to defects, errors or limitations in our technology, our business may be harmed.
If the data analytics we deliver to our customers are inaccurate or perceived to be inaccurate, due to defects, errors or limitations in our technology or otherwise, our business may be harmed.
In addition, our solutions are delivered in web browsers, mobile apps and other software environments where online advertising is displayed, and certain of these environments have announced future plans to phase out or end the use of cookies and other third-party tracking technology on their operating systems in order to provide more consumer privacy.
In addition, our solutions are delivered in web browsers, mobile apps and other software environments where online advertising is displayed, and certain of these environments have previously announced plans to phase out or end the use of cookies and other third-party tracking technology on their operating systems in order to provide more consumer privacy.
Other states have also recently introduced or enacted comprehensive consumer privacy laws that broadly protect personal data, including the right to opt out of targeted advertising and certain profiling activities, and more states are expected to follow. It remains unclear how various provisions of the CCPA, CPRA and other state laws will be interpreted and enforced.
Other states have introduced or enacted comprehensive consumer privacy laws that broadly protect personal data, including the right to opt out of targeted advertising and certain profiling activities, and more states are expected to follow. It remains unclear how various provisions of the CCPA, CPRA and other state laws will be interpreted and enforced.
Factors that may cause fluctuations in our revenues or results of operations include: ● our ability to retain and grow relationships with existing customers and attract new customers; ● the loss of demand-side platforms as integration partners; ● the timing and success of new product introductions, including the introduction of new technologies or offerings, by us, our competitors or others in the advertising marketplace; ● changes in the pricing of our solutions or those of our competitors; ● the evolving competitive landscape; ● our failure to accurately estimate or control costs, including those incurred as a result of investments, other business or product development initiatives and the integration of acquired businesses; ● multi-year commitments with minimum purchase requirements; ● the effects of acquisitions and their integration; ● changes and uncertainty in the regulatory environment; ● the amount and timing of capital expenditures and operating costs related to the maintenance and expansion of our operations and infrastructure; ● service outages, other technical difficulties or security breaches; ● limitations relating to the capacity of our networks, systems and processes; ● maintaining appropriate staffing levels and capabilities relative to projected growth, or retaining key personnel; ● the risks associated with operating internationally; and ● general economic, political, regulatory, industry and market conditions and those conditions specific to internet usage and digital media.
Factors that have in the past and may in the future cause fluctuations in our revenues or results of operations include: ● our ability to retain and grow relationships with existing customers and attract new customers; 32 Table of Contents ● the loss of demand-side platforms as integration partners; ● the timing and success of new product introductions, including the introduction of new technologies or offerings, by us, our competitors or others in the advertising marketplace; ● changes in the pricing of our solutions or those of our competitors; ● the evolving competitive landscape; ● our failure to accurately estimate or control costs, including those incurred as a result of investments, other business or product development initiatives and the integration of acquired businesses; ● multi-year commitments with minimum purchase requirements; ● the effects of acquisitions and their integration; ● changes and uncertainty in the regulatory environment; ● the amount and timing of capital expenditures and operating costs related to the maintenance and expansion of our operations and infrastructure; ● service outages, other technical difficulties or security breaches; ● limitations relating to the capacity of our networks, systems and processes; ● maintaining appropriate staffing levels and capabilities relative to projected growth, or retaining key personnel; ● the risks associated with operating internationally; and ● general economic, political, regulatory, industry and market conditions and those conditions specific to internet usage and digital media.
Additionally, how we categorize specific sites in the course of our normal business operations could expose us to risks from publishers or advertisers who may disagree with our categorizations and incur negative ramifications if they believe their ads were monetarily contributing to websites that contribute to or otherwise appear alongside content they deem objectionable.
Additionally, how we categorize specific sites in the course of our normal business operations exposes us to risks from publishers or advertisers who may disagree with our categorizations and incur negative ramifications if they believe their ads were monetarily contributing to websites that contribute to or otherwise appear alongside content they deem objectionable.
See Note 5 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion on the goodwill recognized from our recent acquisitions. 36 Table of Contents Restrictions in the New Revolving Credit Facility could adversely affect our business, financial condition and results of operations.
See Note 5 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion on the goodwill recognized from our recent acquisitions. Restrictions in the New Revolving Credit Facility could adversely affect our business, financial condition and results of operations.
Although these provisions are designed to resolve conflicts between us and Providence and its affiliates fairly, conflicts may not be resolved in our favor or be resolved at all. Future offerings of debt or equity securities which would rank senior to our common stock may adversely affect the market price of our common stock.
Although these provisions are designed to resolve conflicts between us and Providence and its affiliates fairly, conflicts may not be resolved in our favor or be resolved at all. 37 Table of Contents Future offerings of debt or equity securities which would rank senior to our common stock may adversely affect the market price of our common stock.
We may be unsuccessful in upgrading our existing platform or identifying new solutions in a timely or cost-effective manner, or we may be limited in our ability to develop or market new or upgraded solutions due to patents held by others. In addition, any new product innovations may not achieve the market penetration or price levels necessary for profitability.
We may be unsuccessful in maintaining and upgrading our existing platform or identifying new solutions in a timely or cost-effective manner, or we may be limited in our ability to develop or market new or upgraded solutions due to patents held by others. In addition, new product innovations may not achieve the market penetration or price levels necessary for profitability.
While our core technology and solutions do not rely on persistent identifiers or cookie-based or cross-site tracking, these changes and other updates to software functionality in these environments could hurt our ability to effectively deliver our solutions and make them less effective if our solutions are restricted from operating.
While our core technology and solutions do not rely on persistent identifiers or cookie-based or cross-site tracking, any similar future changes and other updates to software functionality in these environments could hurt our ability to effectively deliver our solutions and make them less effective if our solutions are restricted from operating.
We believe that our revenues and results of operations on a year-over-year and sequential quarter-over-quarter basis may vary significantly in the future. Investors are cautioned not to rely on the results of prior periods as an indication of future performance. 35 Table of Contents We maintain cash deposits in excess of federally insured limits.
We believe that our revenues and results of operations on a year-over-year and sequential quarter-over-quarter basis may vary significantly in the future. Investors are cautioned not to rely on the results of prior periods as an indication of future performance. We maintain cash deposits in excess of federally insured limits.
Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of any issues or failures at our data centers (or the data centers of any of our third party vendors) could result in interruptions in the delivery of our solutions to our customers.
Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of any issues or failures at our data centers (or the data centers of any of our third-party vendors) have in the past and could in the future result in interruptions in the delivery of our solutions to our customers.
However, we may need to raise additional funds in the future in order to, among other things: ● finance working capital requirements, capital investments or refinance existing or future indebtedness; ● acquire complementary businesses, technologies or products; ● develop or enhance our technological infrastructure and our existing platform and solutions; 37 Table of Contents ● fund strategic relationships; and ● respond to competitive pressures.
However, we may need to raise additional funds in the future in order to, among other things: ● finance working capital requirements, capital investments or refinance existing or future indebtedness; ● acquire complementary businesses, technologies or products; ● develop or enhance our technological infrastructure and our existing platform and solutions; ● fund strategic relationships; and ● respond to competitive pressures.
Although no customer accounted for more than 10% of our revenue in 2024, the loss of multiple customers or changes in spending patterns in certain industry verticals due to such changing conditions could adversely affect our business, financial condition and results of operations.
Although no customer accounted for more than 10% of our revenue in 2025, the loss of multiple customers or changes in spending patterns in certain industry verticals due to such changing conditions or renegotiated pricing for certain customers could adversely affect our business, financial condition and results of operations.
State-sponsored parties have, and will continue, to conduct cyberattacks to achieve their goals that may include espionage, monetary gain, disruption, and destruction. 22 Table of Contents In addition, our ability to operate our platform and deliver our solutions may be interrupted by computer viruses, cyberattacks and security breaches.
State-sponsored parties have, and will continue, to conduct cyberattacks to achieve their goals that may include espionage, monetary gain, disruption, and destruction. In addition, our ability to operate our platform and deliver our solutions may be interrupted by computer viruses, cyberattacks and security breaches.
Our efforts to comply with all applicable laws and regulations may be ineffective, and there can be no assurance that we will not be subject to regulatory action, including fines, in the event of an incident.
Our efforts to comply with all applicable laws and regulations may be ineffective, and there can be no assurance that we will not be subject to regulatory action, including fines, in the event of an incident or other perceived noncompliance.
As a result, we may fail to meet the expectations of securities analysts or investors, which could cause our stock price to decline. ​ 20 Table of Contents Risks Relating to Our Business If we fail to respond to technological developments or evolving industry standards, our solutions may become obsolete or less competitive.
As a result, we may fail to meet the expectations of securities analysts or investors, which could cause our stock price to decline. ​ 18 Table of Contents Risks Relating to Our Business If we fail to respond to technological developments, evolving industry standards or shifting advertiser preference, our solutions may become obsolete or less competitive.
As a result, we may fail to meet the expectations of securities analysts or investors, which could cause our stock price to decline. Our results of operations may fluctuate as a result of a variety of factors, many of which are outside of our control.
Our revenues and results of operations may fluctuate in the future. As a result, we may fail to meet the expectations of securities analysts or investors, which could cause our stock price to decline. Our results of operations may fluctuate as a result of a variety of factors, many of which are outside of our control.
Any disruption or failure in our AI systems or infrastructure may result in delays or errors in our operations. Our AI-related initiatives may also give rise to risks related to intellectual property infringement or misappropriation, defamation, data privacy, cybersecurity, and other issues.
Any disruption or failure in our AI systems or infrastructure may result in delays or errors in our operations. Our AI-related initiatives also expose us to risks related to intellectual property infringement or misappropriation, defamation, data privacy, cybersecurity, and other issues.
Risks Related to Our Common Stock The market price of our common stock may be volatile and could decline regardless of our operating performance. The market price of our common stock may fluctuate significantly based on a number of factors that are outside of our control.
Risks Related to Our Common Stock The market price of our common stock may be volatile and could decline regardless of our operating performance. The market price of our common stock has in the past and could in the future fluctuate significantly based on a number of factors that are outside of our control.
This public criticism could result in increased data privacy, anti-trust and other regulation in the digital advertising industry in the U.S. and internationally.
This public criticism has in the past and could in the future result in increased data privacy, anti-trust and other regulation in the digital advertising industry in the U.S. and internationally.
Additionally, as backup should the DPF be invalidated, we rely on a data transfer mechanism called Standard Contractual Clauses that has also been subjected to regulatory and judicial scrutiny, although they remain valid.
Additionally, as backup should the DPF be invalidated, with respect to our core software we rely on a data transfer mechanism called Standard Contractual Clauses that has also been subjected to regulatory and judicial scrutiny, although they remain valid.
The Data Privacy Framework, or DPF, recently adopted by the EU, UK and Switzerland to support data transfers to the United States, which DV relies on, has been challenged by European privacy activists.
The Data Privacy Framework, or DPF, adopted in July 2023 by the EU, UK and Switzerland to support data transfers to the United States, which DV relies on, has been challenged by European privacy activists.
Among the factors that could affect our stock price are: ● actual or anticipated fluctuations in our quarterly operating results; ● changes in securities analysts’ estimates of our financial performance or lack of research coverage and reports by industry analysts; ● actions by institutional stockholders or other large stockholders (including Providence), including future sales of our common stock; ● failure to meet any guidance given by us or any change in any guidance given by us, or changes by us in our guidance practices; ● industry, regulatory or general market conditions; ● domestic and international economic factors unrelated to our performance; ● changes in our customers’ or partners’ preferences; ● changes in law or regulation; ● lawsuits, enforcement actions and other claims by third parties or governmental authorities; ● adverse publicity related to us or another industry participant; ● announcements by us of significant impairment charges; ● speculation in the press or investment community; ● investor perception of us and our industry; ● changes in market valuations or earnings of similar companies; 38 Table of Contents ● announcements by us or our competitors of significant contracts, acquisitions, dispositions or strategic partnerships; ● war (including Russia’s invasion of Ukraine and Hamas’ attack against Israel), terrorist acts and epidemic disease; ● any future offerings of our common stock or other securities; ● additions or departures of key personnel; and ● misconduct or other improper actions of our employees.
Such factors include: ● actual or anticipated fluctuations in our quarterly operating results; ● changes in securities analysts’ estimates of our financial performance or lack of research coverage and reports by industry analysts; 35 Table of Contents ● actions by institutional stockholders or other large stockholders (including Providence), including future sales of our common stock; ● failure to meet any guidance given by us or any change in any guidance given by us, or changes by us in our guidance practices; ● industry, regulatory or general market conditions; ● domestic and international economic factors unrelated to our performance; ● changes in our customers’ or partners’ preferences; ● changes in law or regulation; ● lawsuits, enforcement actions and other claims by third parties or governmental authorities; ● adverse publicity related to us or another industry participant; ● announcements by us of significant impairment charges; ● speculation in the press or investment community; ● investor perception of us and our industry; ● changes in market valuations or earnings of similar companies; ● announcements by us or our competitors of significant contracts, acquisitions, dispositions or strategic partnerships; ● war (including Russia’s invasion of Ukraine and conflicts in the Middle East), terrorist acts and epidemic disease; ● any future offerings of our common stock or other securities; ● additions or departures of key personnel; and ● misconduct or other improper actions of our employees.
However, the application, interpretation and enforcement of these laws and regulations are often uncertain and continue to evolve, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently between states within a country or between countries, and our current policies and practices may be found not to comply, which could subject us to legal or regulatory action.
However, the application, interpretation and enforcement of these laws and regulations are often uncertain and continue to evolve, particularly in the new and rapidly evolving industry in which we operate, and have in the past and could in the future be interpreted and applied inconsistently between states within a country or between countries or be interpreted in a way inconsistent with our or industry standard practice and our current policies and practices may be found not to comply, which could subject us to legal or regulatory action.
Foreign Corrupt Practices Act and other applicable anti-corruption and anti- bribery laws; ● difficulties in staffing and managing international operations, including complex and costly hiring and termination requirements; ● reduced or varied protection for intellectual property rights in some countries; ● challenges caused by distance, language and cultural differences; ● political, social and economic instability abroad, terrorist attacks and security concerns, including due to the current war between Israel and Hamas; ● trade disruptions or political tensions between the U.S. and foreign countries (including as a result of Russia’s invasion of Ukraine); ● fluctuations in currency exchange rates; ● potentially adverse tax consequences and the complexities of foreign value-added taxes and the repatriation of earnings; ● increased accounting and reporting burdens and complexities; and ● difficulties and expenses associated with tailoring our platform and solutions to local markets as may be required by local customers, regulations and local industry organizations.
Foreign Corrupt Practices Act and other applicable anti-corruption and anti- bribery laws; ● difficulties in staffing and managing international operations, including complex and costly hiring and termination requirements; ● reduced or varied protection for intellectual property rights in some countries; ● challenges caused by distance, language and cultural differences; ● political, social and economic instability abroad, terrorist attacks and security concerns, including in the Middle East; ● trade disruptions or political tensions between the U.S. and foreign countries; ● fluctuations in currency exchange rates; ● potentially adverse tax consequences and the complexities of foreign value-added taxes and the repatriation of earnings; ● increased accounting and reporting burdens and complexities; and 30 Table of Contents ● difficulties and expenses associated with tailoring our platform and solutions to local markets as may be required by local customers, regulations and local industry organizations.
Current or future economic downturns or unstable market conditions in the markets and geographies that we currently serve, and associated macroeconomic conditions such as high inflation rates, high interest rates, recessionary fears, tariffs, changes in foreign currency exchange rates, the conditions caused by the 2019 novel coronavirus or other future health pandemics and the impact of geopolitical instability in many parts of the world, may make it difficult for our customers and us to accurately forecast and plan future business activities, and could cause our customers to decrease their advertising budgets or slow the growth of their digital ad spend, which could adversely affect our business, financial condition and results of operations.
Current or future economic downturns or unstable market conditions in the markets and geographies that we currently serve, and associated macroeconomic conditions such as high inflation rates, high interest rates, recessionary fears, tariffs, changes in foreign currency exchange rates, future widespread health pandemics and the impact of political instability in many parts of the world, have in the past and could in the future make it difficult for our customers and us to accurately forecast and plan future business activities, and could cause our customers to decrease their advertising budgets or slow the growth of their digital ad spend, which could adversely affect our business, financial condition and results of operations.
System failures, security breaches, cyberattacks or natural disasters could interrupt the operation of our platform and data centers and significantly harm our business, financial condition and results of operations. Our success depends on the efficient and uninterrupted operation of our platform.
System failures, security breaches, cyberattacks or other unforeseen events could interrupt the operation of our platform and data centers and significantly harm our business, financial condition and results of operations. Our success depends on the efficient and uninterrupted operation of our platform.
Our future success also depends on our ability to retain, attract and motivate highly skilled technical, managerial, marketing and customer service personnel. We have increased the size of our workforce by more than 32% since the beginning of 2023 to 1,197 employees and expect to continue to grow in the near term.
Our future success depends on our ability to retain, attract and motivate highly skilled technical, managerial, marketing and customer service personnel. We have increased the size of our workforce by more than 11% since the beginning of 2024 to 1,231 employees and expect to continue to grow in the near term.
Our future success will depend in part on our ability to develop new solutions and modify or enhance our existing platform in order to meet customer needs, add functionality and address technological advancements.
Our success depends in part on our ability to develop new solutions and modify or enhance our existing platform in order to meet customer needs, maintain and add functionality and address technological advancements.
If there is volatility in our stock price, or new regulations relating to employee equity compensation, it may harm our ability to attract and retain qualified employees. New regulations that prohibit the use of certain restrictive covenants in agreements with our employees could impact our ability to retain existing employees.
Volatility in our stock price, or new regulations relating to employee equity compensation, has in the past and may in the future harm our ability to attract and retain qualified employees. New regulations that prohibit the use of certain restrictive covenants in agreements with our employees could impact our ability to retain existing employees.
Future sales of shares by us or our existing stockholders could cause our stock price to decline. Sales of substantial amounts of our common stock in the public market, including by Providence, or the perception that these sales could occur, could cause the market price of our common stock to decline.
Sales of substantial amounts of our common stock in the public market, including by Providence, or the perception that these sales could occur, could cause the market price of our common stock to decline.
Although no customer accounted for more than 10% of our revenue in 2024, two programmatic partner platforms collected approximately 22% and 14% each of our total revenue in 2024 on behalf of our advertiser customers using their platforms. In addition, each of our customers and integration partners may have different payment methods and cycles.
Although no customer accounted for more than 10% of our revenue in 2025, two programmatic partner platforms collected approximately 24% and 12% each of our total revenue in 2025 on behalf of our advertiser customers using their platforms. In addition, our customers and integration partners have varying payment methods and cycles.
We did not identify any impairments of goodwill or long-lived assets for the years ended December 31, 2024 and December 31, 2023. We identified an impairment of long-lived assets of $1.5 million for the year ended December 31, 2022. We cannot predict the amount and timing of any future impairment of goodwill or other intangible assets.
We did not identify any impairments of goodwill or long-lived assets for the years ended December 31, 2025, December 31, 2024 and December 31, 2023. We cannot predict the amount and timing of any future impairment of goodwill or other intangible assets.
With 499 employees based outside of the Americas as of December 31, 2024, including 136 employees in our Tel Aviv office and 93 employees in our London office, we are exposed to a number of additional country-specific risks.
With 512 employees based outside of the Americas as of December 31, 2025, including 123 employees in our Tel Aviv office and 96 employees in our London office, we are exposed to a number of additional country-specific risks.
Additionally, to the extent our subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of our existing or future financing arrangements, or are otherwise unable to provide funds to the extent of our needs, there could be a material adverse effect on our business, financial condition or results of operations.
Additionally, to the extent our subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of our existing or future financing arrangements, or are otherwise unable to provide funds to the extent of our needs, there could be a material adverse effect on our business, financial condition or results of operations. 36 Table of Contents Future sales of shares by us or our existing stockholders could cause our stock price to decline.
Our recent acquisitions and any future acquisitions or investments may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties integrating the business, technologies, products, personnel or operations of an acquired company, and we may have difficulty retaining the customers or employees of any acquired business due to changes in management and ownership.
In particular, we may encounter difficulties integrating the business, technologies, products, personnel or operations of an acquired company, and we may have difficulty retaining the customers or employees of any acquired business due to changes in management and ownership.
There are significant risks involved in developing and deploying AI solutions and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business, including our profitability.
We also utilize AI and machine learning models in our classification engine and the development of our solutions. There are significant risks involved in developing and deploying AI solutions and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business, including our profitability.
If our partners and their products are separated into separate companies, it could have a material effect on our ability to gather data and there can be no assurance that all of the separated companies will continue to be our partners, each of which could materially affect our business, results of operations, and revenues. 23 Table of Contents Our business, financial condition and results of operations could also be adversely affected by social issues or disruptions.
If our partners and their products are separated into separate companies, it could have a material effect on our ability to gather data and there can be no assurance that all of the separated companies will continue to be our partners, each of which could materially affect our business, results of operations, and revenues.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition or results of operations. 43 Table of Contents Our amended and restated certificate of incorporation includes provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition or results of operations.
Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or stockholders.
In addition, Delaware law imposes additional requirements that may restrict our ability to pay dividends to holders of our common stock. 40 Table of Contents Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or stockholders.
The risk of cyberattacks has also increased and will continue to increase in connection with geopolitical conflicts and wars (including Russia’s invasion of Ukraine and conflicts arising from Hamas’ attack against Israel).
The risk of cyberattacks has also increased and will continue to increase in connection with geopolitical conflicts and wars (including Russia’s invasion of Ukraine and conflicts in the Middle East).
Furthermore, there is growing scrutiny from regulatory and governmental agencies in the United States and foreign jurisdictions regarding AI adoption and its potential impact.
Furthermore, there is growing scrutiny from regulatory and governmental agencies in the United States and foreign jurisdictions regarding AI adoption and its potential impact and several jurisdictions have proposed or enacted laws or guidelines governing AI.
Our competitors or other third parties may incorporate AI into their offerings more quickly, cost-effectively or successfully than we can, which could impair our ability to compete effectively and adversely affect our results of operations. We collect, store, use and share large amounts of data in the ordinary course of business.
Our competitors or other third parties may incorporate AI into their offerings more quickly, cost-effectively or successfully than we can, which could impair our ability to compete effectively and adversely affect our results of operations.
Thus, holders of our common stock will bear the risk of our future offerings reducing the market price of our common stock or diluting their ownership stake in us. 40 Table of Contents Fulfilling our obligations incident to being a public company, including compliance with the Exchange Act and the requirements of the NYSE, the Sarbanes-Oxley Act and the Dodd-Frank Act, is expensive and time- consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.
Fulfilling our obligations incident to being a public company, including compliance with the Exchange Act and the requirements of the NYSE, the Sarbanes-Oxley Act and the Dodd-Frank Act, is expensive and time- consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.
See “We are exposed to the risks of operating internationally.” 27 Table of Contents Increasing scrutiny and evolving expectations from customers, employees, regulators and other stakeholders with respect to our corporate social responsibility (“CSR”) practices may expose us to new or additional risks.
See “We are exposed to the risks of operating internationally.” Increasing scrutiny and evolving expectations from customers, employees, regulators and other stakeholders with respect to our corporate social responsibility (“CSR”) practices may expose us to new or additional risks. Customers, employees, governmental organizations, investors, proxy advisory services and other stakeholders are increasingly focused on environmental, social and governance practices.
Our amended and restated certificate of incorporation contains provisions eliminating a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving: ● any breach of the director’s duty of loyalty; ● acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; ● under Section 174 of the DGCL (unlawful dividends); or ● any transaction from which the director derives an improper personal benefit.
Our amended and restated certificate of incorporation contains provisions eliminating a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving: ● any breach of the director’s duty of loyalty; ● acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; ● under Section 174 of the DGCL (unlawful dividends); or ● any transaction from which the director derives an improper personal benefit. 41 Table of Contents The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL.
We cannot assure you that our customers will continue to use our platform or that we will be able to replace, in a timely manner or at all, departing customers with new customers that generate comparable revenue. 21 Table of Contents We believe that our ability to compete successfully in our market depends on a number of factors, both within and outside of our control, including: (i) the price, quality and effectiveness of our solutions and those of our competitors; (ii) our ability to retain and add new integration partners and the availability of our solutions on those platforms; (iii) the timing and success of new product introductions; (iv) our position as an independent third-party within the digital advertising ecosystem; (v) the emergence of new technologies; (vi) the number and nature of our competitors; (vii) the protection of our intellectual property rights; (viii) the adoption of new privacy standards or regulations; and (ix) general market and economic conditions.
We believe that our ability to compete successfully in our market depends on a number of factors, both within and outside of our control, including: (i) the price, quality and effectiveness of our solutions and those of our competitors; (ii) our ability to retain and add new integration partners and the availability of our solutions on those platforms; (iii) the timing and success of new product introductions; (iv) our position as an independent third-party within the digital advertising ecosystem; (v) the emergence of new technologies; (vi) the number and nature of our competitors; (vii) the protection of our intellectual property rights; (viii) the adoption of new privacy standards or regulations; (ix) advertisers’ decisions to change advertising budgets or campaign strategies; and (ix) general market and economic conditions.
Our sales cycle, from initial contact to contract execution and implementation, is often long and time consuming. Our sales efforts involve educating our customers about the use, technical capabilities and benefits of our software platform. Some of our customers undertake an evaluation process that involves reviewing the offerings of our competitors in addition to our platform.
Our sales efforts involve educating our customers about the use, technical capabilities and benefits of our software platform. Some of our customers undertake an evaluation process that involves reviewing the offerings of our competitors in addition to our platform.
A substantial majority of our employees work for us on an at-will basis, and we may experience a loss of productivity due to the departure of key personnel and the associated loss of institutional knowledge. Our inability to retain and attract the necessary personnel could adversely affect our business, financial condition and results of operations.
A substantial majority of our employees work for us on an at-will basis, and we may experience a loss of productivity due to the departure of key personnel and the associated loss of institutional knowledge.
In addition, we may be forced to re-engineer our platform or discontinue use of certain open source software, and related solutions provided by our platform that use such open source software. Any of these events could adversely affect our business, financial condition and results of operations.
In addition, we may be forced to re-engineer our platform or discontinue use of certain open source software, and related solutions provided by our platform that use such open source software.
The New Revolving Credit Facility contains limitations on the ability of the Credit Group to, among other things: ● pay dividends or purchase, redeem or retire capital stock; ● grant liens; ● incur or guarantee additional debt; ● make investments and acquisitions; ● enter into transactions with affiliates; ● enter into any merger, consolidation or amalgamation or dispose of all or substantially all property or business; and ● dispose of property, including issuing capital stock.
The New Revolving Credit Facility contains limitations on the ability of the Credit Group to, among other things: ● pay dividends or purchase, redeem or retire capital stock; ● grant liens; ● incur or guarantee additional debt; ● make investments and acquisitions; ● enter into transactions with affiliates; ● enter into any merger, consolidation or amalgamation or dispose of all or substantially all property or business; and ● dispose of property, including issuing capital stock. 34 Table of Contents The New Revolving Credit Facility also contains covenants requiring the Credit Group a maximum total net leverage ratio of 4.50x as at the last day of each fiscal quarter.
We do not intend to declare and pay dividends on our common stock for the foreseeable future. We currently intend to use our future earnings, if any, to fund our growth, including through acquisitions, and for working capital needs and general corporate purposes.
We currently intend to use our future earnings, if any, to fund our growth, including through acquisitions, and for working capital needs and general corporate purposes.
Seasonal fluctuations in advertising activity could have a negative impact on our revenue, cash flow and operating results. Our revenue, cash flow, operating results and other key operating and performance metrics may vary from quarter to quarter due to the seasonal nature of our customers’ spending on advertising campaigns.
Our revenue, cash flow, operating results and other key operating and performance metrics has in the past and may in the future vary from quarter to quarter due to the seasonal or fluctuating nature of our customers’ spending on advertising campaigns.
We have also experienced significant growth in social media-related revenues and generate significant revenue from the use of our solutions on social media platforms, which have been and may in the future be the subject of avoidance campaigns or similar events, including ad boycotts on Facebook and X.
Advertisers have also continued to use our solutions on social media platforms, which such platforms have been and may in the future be the subject of avoidance campaigns or similar events, including ad boycotts on Facebook and X.
There can be no assurance that deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S. government or any applicable foreign government, or that any bank or financial institution with which we or our customers do business will be able to obtain the necessary liquidity in the event of a failure.
There can be no assurance that deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S. government or any applicable foreign government, or that any bank or financial institution with which we or our customers do business will be able to obtain the necessary liquidity in the event of a failure. 33 Table of Contents Our estimates of market opportunity and forecasts of market growth included in this Annual Report on Form 10-K may prove to be inaccurate.
For example, if there is public disapproval or boycotting of a specific platform, our ability to optimize ad placement or to forecast usage may be impacted based on unforeseen trends or events.
Our business, financial condition and results of operations could also be adversely affected by social issues or disruptions. For example, if there is public disapproval or boycotting of a specific platform, our ability to optimize ad placement or to forecast usage may be impacted based on unforeseen trends or events.
A failure of our computer systems, or those of our demand-side integration partners, could impede access to our platform, interfere with our data analytics, prevent the timely delivery of our solutions or damage our reputation. In the future, we may need to expand our systems at a significant cost and at a more rapid pace than we have to date.
A failure of our computer systems, or those of our demand-side integration partners, has in the past and could in the future impede access to our platform, interfere with our data analytics, prevent the timely delivery of our solutions or damage our reputation.
Our international operations are important to our current and future strategy, growth and prospects. We currently have operations in numerous foreign countries, including the United Kingdom, Israel, Singapore, Australia, Brazil, Mexico, France, Germany, Finland, Belgium, Japan, Italy and India, and expect to continue to expand our operations internationally.
We currently have operations in numerous foreign countries, including the United Kingdom, Israel, Singapore, Australia, Brazil, Mexico, France, Germany, Finland, Belgium, Japan, Italy and India, and expect to continue to expand our operations internationally. Our international operations are subject to varying degrees of regulation in each of the jurisdictions in which our services are provided.
We may be unable to provide our solutions on a timely basis or experience performance issues with our platform if we fail to adequately expand or maintain our system capabilities to meet future requirements.
In the future, we may need to expand our systems at a significant cost and at a more rapid pace than we have to date. We may be unable to provide our solutions on a timely basis or experience performance issues with our platform if we fail to adequately expand or maintain our system capabilities to meet future requirements.
While the majority of our transactions are denominated in U.S. dollars, we frequently transact in foreign currencies, including for payments from clients, expenses and acquisition costs. We also have expenses denominated in currencies other than the U.S. dollar. Given our investment in international growth, we expect the number of our foreign currency transactions to increase in the future.
Exposure to foreign currency exchange rate fluctuations could negatively impact our results of operations. While the majority of our transactions are denominated in U.S. dollars, we frequently transact in foreign currencies, including for payments from clients, expenses and acquisition costs. We also have expenses denominated in currencies other than the U.S. dollar.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more research analysts downgrades our stock or publishes misleading or unfavorable research about our business, our stock price would likely decline.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. Research analysts have in the past and could in the future downgrade our stock or publish misleading or unfavorable research about our business, resulting in a decline in our stock price.
Our estimates of market opportunity and forecasts of market growth included in this Annual Report on Form 10-K may prove to be inaccurate. Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate.
Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Our estimates and forecasts relating to the size and expected growth of our market may prove to be inaccurate.
Our integration partners exercise significant control over our solutions on their platforms, which increases our vulnerability to problems with the services they provide and our reliance upon them for accurate data and revenue reporting. Any errors, failures, interruptions or delays experienced in connection with our integration partners could adversely affect our business, reputation and financial condition.
Our integration partners exercise significant control over our solutions on their platforms, which increases our vulnerability to problems with the services they provide and our reliance upon them for accurate data and revenue reporting.
Future acquisitions could also result in the incurrence or assumption of debt, contingent liabilities, amortization expenses or the impairment of goodwill, any of which could harm our business, financial condition and results of operations.
Future acquisitions could also result in the incurrence or assumption of debt, contingent liabilities, amortization expenses or the impairment of goodwill, any of which could harm our business, financial condition and results of operations. We cannot assure you that we will continue to acquire businesses at attractive valuations or that we will complete future acquisitions at all.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program includes: ● risk assessments designed to assess, identify and manage material cybersecurity risks to our critical systems, information, solutions, and our broader IT environment; 44 Table of Contents ● an incident response plan; ● vulnerability management, penetration testing, tabletop exercises and ongoing threat intelligence; ● the use of third-parties , where appropriate, to engage in penetration testing, conduct audits of our systems and engage in monitoring ; ● enterprise-wide cybersecurity awareness training; and ● a third-party risk management process for vendors.
Biggest changeOur cybersecurity risk management program includes: ● risk assessments designed to assess, identify and manage material cybersecurity risks to our critical systems, information, solutions, and our broader IT environment; ● an incident response plan; ● vulnerability management, penetration testing, tabletop exercises and ongoing threat intelligence; ● the use of third-parties , where appropriate, to engage in penetration testing, conduct audits of our systems and engage in monitoring ; ● enterprise-wide cybersecurity awareness training; and ● a third-party risk management process for vendors. 42 Table of Contents Cybersecurity Governance Cybersecurity is an important part of our risk management processes and an area of focus for the Board of Directors of DoubleVerify (the “Board”) and management.
Our cyber risk management program is informed by recognized standards for cybersecurity and information technology, including the National Institute of Standards and Technology Cybersecurity Framework (“CSF”), the International Organization Standardization (“ISO”) 27001:2013 Information Security Management System Requirements and the AICPA Trust Services Criteria, which are independently validated and attested via our SOC 2 Type II report.
Our cyber risk management program is informed by recognized standards for cybersecurity and information technology, including the National Institute of Standards and Technology Cybersecurity Framework (“CSF”), the International Organization Standardization (“ISO”) 27001:2022 Information Security Management System Requirements and the AICPA Trust Services Criteria, which are independently validated and attested via our SOC 2 Type II report.
Cybersecurity Governance Cybersecurity is an important part of our risk management processes and an area of focus for the Board of Directors of DoubleVerify (the “Board”) and management. Our Board as a whole has responsibility for overseeing our risk management program. The Board exercises this oversight responsibility directly and through its committees.
Our Board as a whole has responsibility for overseeing our risk management program. The Board exercises this oversight responsibility directly and through its committees.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe that our properties are adequate for our current needs and if we require additional space, we believe that we would be able to obtain such space on commercially reasonable terms. 45 Table of Contents ​
Biggest changeWe believe that our properties are adequate for our current needs and if we require additional space, we believe that we would be able to obtain such space on commercially reasonable terms. ​

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe outcome of legal proceedings is unpredictable and may have an adverse impact on our business or financial condition. ​ Item 4. Mine Safety Disclosures Not applicable. 46 Table of Contents PART II
Biggest changeThe outcome of legal proceedings is unpredictable and may have an adverse impact on our business or financial condition. ​ Securities Class Action Lawsuit: On December 22, 2025, the securities class action lawsuit previously disclosed on our Form 10-Q filed on November 7, 2025 was voluntarily dismissed by the lead plaintiffs without prejudice. ​ 43 Table of Contents Item 4.
Added
Mine Safety Disclosures Not applicable. 44 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe did not declare or pay any dividends on our common stock in 2024, 2023 or 2022.
Biggest changeWe did not declare or pay any dividends on our common stock in 2025, 2024 or 2023. Purchases of Equity Securities by the Issuer and Affiliated Purchases We did not repurchase any shares of our common stock during the three months ended December 31, 2025.
Stock Performance Graph The following graph compares the cumulative total stockholder return on an initial investment of $100 in our common stock between April 21, 2021, and December 31, 2024, with the comparative cumulative total returns of the Standard & Poor’s (“S&P”) 500 Index, Nasdaq Composite Index and Russell 3000 Index over the same period.
Stock Performance Graph The following graph compares the cumulative total stockholder return on an initial investment of $100 in our common stock between April 21, 2021, and December 31, 2025, with the comparative cumulative total returns of the Standard & Poor’s (“S&P”) 500 Index, Nasdaq Composite Index and Russell 3000 Index over the same period.
The graph assumes the closing market price on April 21, 2021, of $36.00 per share as the initial value of our common stock. The returns shown are based on historical results and are not indicative of, nor intended to forecast, future stock price performance. ​
The graph assumes the closing market price on April 21, 2021, of $36.00 per share as the initial value of our common stock. The returns shown are based on historical results and are not indicative of, nor intended to forecast, future stock price performance. 45 Table of Contents Item 6. [Reserved] ​
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Holders of Record Our common stock is listed on the NYSE under the symbol “DV”. As of February 18, 2025, we had 166,011,725 shares of common stock outstanding and 78 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Holders of Record Our common stock is listed on the NYSE under the symbol “DV”. As of February 19, 2026, we had 161,987,971 shares of common stock outstanding and 72 holders of record of our common stock.
Removed
Purchases of Equity Securities by the Issuer and Affiliated Purchases The following table summarizes share repurchase activity for the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Shares ​ Maximum Approximate Dollar ​ ​ ​ ​ ​ ​ Purchased as Part of ​ Value of Shares that ​ ​ Total Number of Shares ​ Average Price Paid ​ Publicly Announced Plans or ​ May Yet Be Purchased Period ​ Purchased (1)(2) ​ Per Share (3) ​ Programs (1)(2) ​ Under the Plans or Programs (1)(2) ​ ​ (in thousands) ​ ​ ​ (in thousands) ​ (in thousands) October 1 - 31 ​ ​ 1,479 ​ $ 16.90 ​ ​ 1,479 ​ $ 75,000 November 1 - 30 ​ 716 ​ 19.45 ​ 716 ​ 261,069 December 1 - 31 ​ 1,969 ​ $ 19.78 ​ 1,969 ​ $ 222,136 Total for the three months ended December 31, 2024 ​ ​ 4,164 ​ ​ ​ ​ ​ 4,164 ​ ​ ​ (1) On May 16, 2024, the Company announced that its Board of Directors had authorized the repurchase of up to $150 million of the Company’s outstanding common stock under the Repurchase Program.
Added
Refer to Note 14 of our Consolidated Financial Statements for information regarding our Repurchase Program and New Repurchase Program. Recent Sales of Unregistered Securities None. Use of Proceeds None.
Removed
Under the Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements.
Removed
The Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. Refer to “Results of Operations” for further information on the Repurchase Program.
Removed
(2) On November 6, 2024, the Company announced that its Board of Directors had authorized the repurchase of up to $200 million of the Company’s outstanding common stock under the New Repurchase Program, which amount is in addition to the initial Repurchase Program previously approved by the Board in May 2024.
Removed
Under the New Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements.
Removed
The New Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. Refer to “Results of Operations” for further information on the New Repurchase Program.
Removed
(3) Excludes other costs such as broker commissions and the accrued excise tax imposed by the Inflation Reduction Act of 2022 (“IRA”). 47 Table of Contents ​ ​ Recent Sales of Unregistered Securities None. Use of Proceeds None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe believe that the year-over-year comparison of results more appropriately reflects the overall performance of the business. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Dec 31, ​ Sep 30, ​ Jun 30, ​ Mar 31, ​ Dec 31, ​ Sep 30, ​ Jun 30, ​ Mar 31, ​ 2024 2024 2024 2024 2023 2023 2023 2023 ​ ​ (In Thousands) Revenue ​ $ 190,621 $ 169,556 $ 155,890 $ 140,782 $ 172,231 $ 143,974 $ 133,744 $ 122,594 Cost of revenue (exclusive of depreciation and amortization shown separately below) ​ 34,316 ​ 29,479 ​ 26,102 ​ 26,618 ​ 30,022 ​ 26,466 ​ 26,191 ​ 23,952 Product development ​ 37,540 ​ 39,306 ​ 39,806 ​ 36,394 ​ 32,565 ​ 32,315 ​ 31,941 ​ 28,555 Sales, marketing and customer support ​ 44,246 ​ 40,525 ​ 44,863 ​ 37,872 ​ 35,733 ​ 32,971 ​ 31,537 ​ 25,712 General and administrative ​ 23,967 ​ 23,039 ​ 23,066 ​ 22,075 ​ 24,748 ​ 23,280 ​ 19,755 ​ 20,188 Depreciation and amortization ​ 11,800 ​ 11,483 ​ 11,004 ​ 10,928 ​ 11,520 ​ 10,706 ​ 9,676 ​ 8,983 Income from operations ​ 38,752 ​ 25,724 ​ 11,049 ​ 6,895 ​ 37,643 ​ 18,236 ​ 14,644 ​ 15,204 Interest expense ​ 300 ​ 353 ​ 233 ​ 232 ​ 275 ​ 288 ​ 247 ​ 256 Other expense (income), net ​ 1,073 ​ (4,225) ​ (2,064) ​ (2,272) ​ (4,373) ​ (1,633) ​ (2,476) ​ (2,734) Income before income taxes ​ 37,379 ​ 29,596 ​ 12,880 ​ 8,935 ​ 41,741 ​ 19,581 ​ 16,873 ​ 17,682 Income tax expense ​ 13,979 ​ 11,395 ​ 5,406 ​ 1,779 ​ 8,636 ​ 6,234 ​ 4,034 ​ 5,507 Net income ​ $ 23,400 ​ $ 18,201 ​ $ 7,474 ​ $ 7,156 ​ $ 33,105 ​ $ 13,347 ​ $ 12,839 ​ $ 12,175 ​ 57 Table of Contents The following table sets forth our unaudited consolidated results of operations for the specified periods as a percentage of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Dec 31, ​ ​ Sep 30, ​ ​ Jun 30, ​ ​ Mar 31, ​ ​ Dec 31, ​ ​ Sep 30, ​ ​ Jun 30, ​ ​ Mar 31, ​ ​ 2024 ​ 2024 ​ ​ 2024 ​ ​ 2024 ​ ​ 2023 ​ ​ 2023 ​ ​ 2023 ​ ​ 2023 ​ ​ ​ (as % of Revenue) Revenue 100 % ​ 100 % ​ 100 % ​ 100 % ​ 100 % ​ 100 % ​ 100 % ​ 100 % Cost of revenue (exclusive of depreciation and amortization shown separately below) 18 ​ 17 ​ ​ 17 ​ ​ 19 ​ ​ 17 ​ ​ 18 ​ ​ 20 ​ ​ 20 ​ Product development 20 ​ 23 ​ ​ 26 ​ ​ 26 ​ ​ 19 ​ ​ 22 ​ ​ 24 ​ ​ 23 ​ Sales, marketing and customer support 23 ​ 24 ​ ​ 29 ​ ​ 27 ​ ​ 21 ​ ​ 23 ​ ​ 24 ​ ​ 21 ​ General and administrative 13 ​ 14 ​ ​ 15 ​ ​ 16 ​ ​ 14 ​ ​ 16 ​ ​ 15 ​ ​ 16 ​ Depreciation and amortization 6 ​ 7 ​ ​ 7 ​ ​ 8 ​ ​ 7 ​ ​ 7 ​ ​ 7 ​ ​ 7 ​ Income from operations 20 ​ 15 ​ ​ 7 ​ ​ 5 ​ ​ 22 ​ ​ 13 ​ ​ 11 ​ ​ 12 ​ Interest expense — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Other expense (income), net 1 ​ (2) ​ ​ (1) ​ ​ (2) ​ ​ (3) ​ ​ (1) ​ ​ (2) ​ ​ (2) ​ Income before income taxes 20 ​ 17 ​ ​ 8 ​ ​ 6 ​ ​ 24 ​ ​ 14 ​ ​ 13 ​ ​ 14 ​ Income tax expense 7 ​ 7 ​ ​ 3 ​ ​ 1 ​ ​ 5 ​ ​ 4 ​ ​ 3 ​ ​ 4 ​ Net income 12 % ​ 11 % ​ 5 % ​ 5 % ​ 19 % ​ 9 % ​ 10 % ​ 10 % ​ Note: Percentages may not sum due to rounding.
Biggest changeWe believe that the year-over-year comparison of results more appropriately reflects the overall performance of the business. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Dec 31, ​ Sep 30, ​ Jun 30, ​ Mar 31, ​ Dec 31, ​ Sep 30, ​ Jun 30, ​ Mar 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2025 ​ ​ ​ 2025 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2024 ​ ​ ​ 2024 ​ ​ ​ 2024 ​ ​ (In Thousands) Revenue ​ $ 205,588 $ 188,621 $ 189,021 $ 165,061 $ 190,621 $ 169,556 $ 155,890 $ 140,782 Cost of revenue (exclusive of depreciation and amortization shown separately below) ​ 35,942 ​ 33,465 ​ 33,126 ​ 30,966 ​ 34,316 ​ 29,479 ​ 26,102 ​ 26,618 Product development ​ 41,683 ​ 44,842 ​ 47,203 ​ 44,717 ​ 37,540 ​ 39,306 ​ 39,806 ​ 36,394 Sales, marketing and customer support ​ 49,232 ​ 47,022 ​ 50,871 ​ 43,701 ​ 44,246 ​ 40,525 ​ 44,863 ​ 37,872 General and administrative ​ 26,644 ​ 26,997 ​ 29,576 ​ 26,527 ​ 23,967 ​ 23,039 ​ 23,066 ​ 22,075 Depreciation and amortization ​ 14,304 ​ 15,191 ​ 14,697 ​ 12,387 ​ 11,800 ​ 11,483 ​ 11,004 ​ 10,928 Income from operations ​ 37,783 ​ 21,104 ​ 13,548 ​ 6,763 ​ 38,752 ​ 25,724 ​ 11,049 ​ 6,895 Interest expense ​ 403 ​ 467 ​ 443 ​ 420 ​ 300 ​ 353 ​ 233 ​ 232 Other (income) expense, net ​ (59) ​ 99 ​ (2,105) ​ (3,179) ​ 1,073 ​ (4,225) ​ (2,064) ​ (2,272) Income before income taxes ​ 37,439 ​ 20,538 ​ 15,210 ​ 9,522 ​ 37,379 ​ 29,596 ​ 12,880 ​ 8,935 Income tax expense ​ 8,110 ​ 10,336 ​ 6,452 ​ 7,161 ​ 13,979 ​ 11,395 ​ 5,406 ​ 1,779 Net income ​ $ 29,329 ​ $ 10,202 ​ $ 8,758 ​ $ 2,361 ​ $ 23,400 ​ $ 18,201 ​ $ 7,474 ​ $ 7,156 ​ 54 Table of Contents The following table sets forth our unaudited consolidated results of operations for the specified periods as a percentage of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Dec 31, ​ ​ Sep 30, ​ ​ Jun 30, ​ ​ Mar 31, ​ ​ Dec 31, ​ ​ Sep 30, ​ ​ Jun 30, ​ ​ Mar 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ 2025 ​ ​ 2025 ​ ​ 2025 ​ ​ 2024 ​ ​ 2024 ​ ​ 2024 ​ ​ 2024 ​ ​ ​ (as % of Revenue) Revenue 100 % ​ 100 % ​ 100 % ​ 100 % ​ 100 % ​ 100 % ​ 100 % ​ 100 % Cost of revenue (exclusive of depreciation and amortization shown separately below) 17 ​ 18 ​ ​ 18 ​ ​ 19 ​ ​ 18 ​ ​ 17 ​ ​ 17 ​ ​ 19 ​ Product development 20 ​ 24 ​ ​ 25 ​ ​ 27 ​ ​ 20 ​ ​ 23 ​ ​ 26 ​ ​ 26 ​ Sales, marketing and customer support 24 ​ 25 ​ ​ 27 ​ ​ 26 ​ ​ 23 ​ ​ 24 ​ ​ 29 ​ ​ 27 ​ General and administrative 13 ​ 14 ​ ​ 16 ​ ​ 16 ​ ​ 13 ​ ​ 14 ​ ​ 15 ​ ​ 16 ​ Depreciation and amortization 7 ​ 8 ​ ​ 8 ​ ​ 8 ​ ​ 6 ​ ​ 7 ​ ​ 7 ​ ​ 8 ​ Income from operations 18 ​ 11 ​ ​ 7 ​ ​ 4 ​ ​ 20 ​ ​ 15 ​ ​ 7 ​ ​ 5 ​ Interest expense — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Other (income) expense, net — ​ — ​ ​ (1) ​ ​ (2) ​ ​ 1 ​ ​ (2) ​ ​ (1) ​ ​ (2) ​ Income before income taxes 18 ​ 11 ​ ​ 8 ​ ​ 6 ​ ​ 20 ​ ​ 17 ​ ​ 8 ​ ​ 6 ​ Income tax expense 4 ​ 5 ​ ​ 3 ​ ​ 4 ​ ​ 7 ​ ​ 7 ​ ​ 3 ​ ​ 1 ​ Net income 14 % ​ 5 % ​ 5 % ​ 1 % ​ 12 % ​ 11 % ​ 5 % ​ 5 % ​ Note: Percentages may not sum due to rounding.
On platforms that charge based on percent of media spend, our pricing includes caps which effectively mirror our standard fixed fees. We maintain an expansive set of direct integrations across the entire digital advertising ecosystem, including with leading programmatic, social platforms, and CTV, which enable us to deliver our metrics to the platforms where our customers buy ads.
On platforms that charge based on percent of media spend, our pricing includes caps which effectively mirror our standard fixed fees. We maintain an expansive set of direct integrations across the entire digital advertising ecosystem, including with leading programmatic, CTV, and social platforms, which enable us to deliver our metrics to the platforms where our customers buy ads.
For more information about the New Revolving Credit Facility, see Note 9 to our audited Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Repurchase Programs On May 16, 2024, the Company announced that its Board of Directors authorized the repurchase of up to $150.0 million of the Company’s outstanding common stock (the “Repurchase Program”).
For more information about the New Revolving Credit Facility, see Note 9 to our audited Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Repurchase Programs On May 16, 2024, the Company announced that its Board of Directors (the “Board”) authorized the repurchase of up to $150.0 million of the Company’s outstanding common stock (the “Repurchase Program”).
Advertisers can also purchase our solutions to measure the quality and performance of ads after they are purchased directly or programmatically from digital properties, including publishers and social media platforms, which we track as Measurement revenue.
Advertisers can also purchase our solutions to measure the quality and performance of ads after they are purchased directly or programmatically from digital properties, including publishers, social media and CTV platforms, which we track as Measurement revenue.
We believe that these non-GAAP financial measures are useful to investors for period to period comparisons of our core business and for understanding and evaluating trends in operating results on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. 56 Table of Contents These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP.
We believe that these non-GAAP financial measures are useful to investors for period to period comparisons of our core business and for understanding and evaluating trends in operating results on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. 53 Table of Contents These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under GAAP.
Advertisers utilize the DV Authentic Ad, our definitive metric of digital media quality, to evaluate the existence of fraud, brand safety, viewability and geography for each digital ad. Advertisers pay us an analysis fee (“Measured Transaction Fee”) per thousand impressions based on the volume of Media Transactions Measured on their behalf. The price of most of our solutions is fixed.
Advertisers utilize the DV Authentic Ad, our definitive metric of digital media quality, to evaluate the existence of fraud, brand suitability, viewability and geography for each digital ad. Advertisers pay us an analysis fee (“Measured Transaction Fee”) per thousand impressions based on the volume of Media Transactions Measured on their behalf. The price of most of our solutions is fixed.
Our customers include many of the largest global advertisers and digital ad platforms and publishers. We provide a consistent, cross-platform measurement standard across all major forms of digital media, making it easier for advertisers and supply-side customers to benchmark performance across all of their digital ads and optimize business outcomes in real-time.
Our customers include many of the largest global advertisers and digital ad platforms and publishers. We provide a consistent, cross-platform measurement standard across all major forms of digital media, making it easier for advertisers and supply-side customers to assess performance across all of their digital ads and optimize business outcomes in real-time.
These arrangements are typically subscription-based with minimum guarantees, and are recognized on a straight-line basis over the term of the contract, generally spanning from one to three years. For contracts that contain overages, once the minimum guaranteed amount is achieved, overages are recognized as earned over time based on a tiered pricing structure.
These arrangements are typically subscription-based with minimum guarantees, and are recognized on a straight-line basis over the term of the contract, generally spanning from one to two years. For contracts that contain overages, once the minimum guaranteed amount is achieved, overages are recognized as earned over time based on a tiered pricing structure.
These inputs are subjective and generally requires significant judgment and estimation by management. ● Expected Term: We have opted to use the “simplified method” for estimating the expected term of employee options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option, generally 10 years. ● Expected Volatility: We have based our estimate of expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the expected term of the stock-based awards. ● Risk-Free Interest Rate: The risk-free rate assumption is based on the U.S.
These inputs are subjective and generally requires significant judgment and estimation by management. 60 Table of Contents ● Expected Term: We have opted to use the “simplified method” for estimating the expected term of employee options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option, generally 10 years. ● Expected Volatility: We have based our estimate of expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the expected term of the stock-based awards. ● Risk-Free Interest Rate: The risk-free rate assumption is based on the U.S.
Under the Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements.
Under the February 2026 Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements.
Discussion of historical items and year-to-year comparisons between 2023 and 2022 that are not included in this discussion can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023.
Discussion of historical items and year-to-year comparisons between 2024 and 2023 that are not included in this discussion can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024.
Changes in our strategy or market conditions could significantly impact these judgments and require an impairment to be recorded to intangible assets and goodwill. As of October 1, 2024, there were no impairment indicators of goodwill, with no impairment indicators present as of December 31, 2024.
Changes in our strategy or market conditions could significantly impact these judgments and require an impairment to be recorded to intangible assets and goodwill. As of October 1, 2025, there were no impairment indicators of goodwill, with no impairment indicators present as of December 31, 2025.
The New Revolving Credit Facility contains customary affirmative and negative covenants, including restrictions on, among other things: paying dividends or purchasing, redeeming or retiring capital stock; granting liens; incurring or guaranteeing additional debt; making investments and acquisitions; entering into transactions with affiliates; entering into any merger, consolidation or amalgamation or disposing of all or substantially all property or business; and disposing of property, including issuing capital stock.
The New Revolving Credit Facility contains customary affirmative and negative covenants, including restrictions on, among other things: paying dividends or purchasing, redeeming or retiring capital stock applicable to the Credit Group; granting liens; incurring or guaranteeing additional debt; making investments and acquisitions; entering into transactions with affiliates; entering into any merger, consolidation or amalgamation or disposing of all or substantially all property or business; and disposing of property, including issuing capital stock.
We recognize revenue over time when we satisfy a performance obligation by transferring promised services to a customer. 61 Table of Contents For Supply-side revenue, we offer to our supply-side platform partners arrangements to measure all ads on their platform.
We recognize revenue over time when we satisfy a performance obligation by transferring promised services to a customer. 58 Table of Contents For Supply-side revenue, we offer to our supply-side platform partners arrangements to measure all ads on their platform.
Our customers include many of the largest digital advertisers in the world and we have maintained exceptional customer retention with gross revenue retention rates of over 95% in each of the years ended December 31, 2024 and 2023.
Our customers include many of the largest digital advertisers in the world and we have maintained exceptional customer retention with gross revenue retention rates of over 95% in each of the years ended December 31, 2025 and 2024.
Interest and penalties are recognized as part of income tax expense. 64 Table of Contents Recent Accounting Pronouncements See Note 2, Basis of Presentation and Summary of Significant Accounting Policies to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information on the adoption of recent accounting pronouncements. 65 Table of Contents ​
Interest and penalties are recognized as part of income tax expense. Recent Accounting Pronouncements See Note 2, Basis of Presentation and Summary of Significant Accounting Policies to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information on the adoption of recent accounting pronouncements. 61 Table of Contents ​
We have long-term relationships with many of our customers, with an average relationship of approximately eight years for our top 25, 50 and 75 customers, and ongoing contractual agreements with a substantial portion of our customer base.
We have long-term relationships with many of our customers, with an average relationship of approximately nine years for our top 25, 50 and 75 customers, and ongoing contractual agreements with a substantial portion of our customer base.
Selected Quarterly Results of Operations The following tables set forth our unaudited consolidated quarterly results of operations for each of the 8 quarters within the period from January 1, 2023 to December 31, 2024.
Selected Quarterly Results of Operations The following tables set forth our unaudited consolidated quarterly results of operations for each of the 8 quarters within the period from January 1, 2024 to December 31, 2025.
Cost of revenue consists primarily of costs from revenue-sharing arrangements with our partners, platform hosting fees, data center costs, software and other technology expenses, other costs directly associated with data infrastructure, and personnel costs, including salaries, bonuses, stock-based compensation and benefits, directly associated with the support and delivery of our software platform and data solutions. Product development.
Cost of revenue consists primarily of costs from revenue-sharing arrangements with our partners, platform hosting fees, data center costs, software and other technology expenses, other costs directly associated with data infrastructure, and personnel costs, including salaries, bonuses, stock-based compensation and benefits, directly associated with the support and delivery of our customer interface, DV Pinnacle, and solutions. Product development.
For the years ended December 31, 2024 and 2023, we generated 9% and 8% of our revenue, respectively, from supply-side customers who use our data analytics to validate the quality of their ad inventory and provide data to their customers to facilitate targeting and purchasing of digital ads, which we refer to as Supply-side revenue.
For the years ended December 31, 2025 and 2024, we generated 10% and 9% of our revenue, respectively, from supply-side customers who use our data analytics to validate the quality of their ad inventory and provide data to their customers to facilitate targeting and purchasing of digital ads, which we refer to as Supply-side revenue.
The determination of the fair value of PSUs with a market condition utilizing the Monte Carlo Simulation model is affected by a number of assumptions including expected volatility, valuation date stock price, correlation coefficients, risk-free interest rates and expected dividend yield.
The determination of the fair value of PSUs with a market condition utilizing the Monte Carlo Simulation model is affected by a number of assumptions including expected volatility, valuation date stock price, correlation coefficients, risk-free interest rates and expected dividend yield. The valuation date stock price is based on the closing price on the grant date.
This testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value. The Company has a single reporting unit.
This testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value. 59 Table of Contents The Company has a single reporting unit.
We generate revenue for certain supply-side arrangements that include minimum guaranteed fees that reset monthly and are recognized on a straight-line basis over the access period, which is usually twelve months. For contracts that contain overages, once the minimum guaranteed amount is achieved, overages are recognized as earned over time based on a tiered pricing structure.
We generate revenue for certain supply-side arrangements that include minimum guaranteed fees that reset monthly and are recognized on a straight-line basis over the access period, which is usually one to two years. For contracts that contain overages, once the minimum guaranteed amount is achieved, overages are recognized as earned over time based on a tiered pricing structure.
Interest expense consists primarily of the amortization of debt issuance costs, commitment fees associated with the unused portion of the New Revolving Credit Facility and the Company’s prior senior secured revolving credit facility, dated as of October 1, 2020 (the “Prior Revolving Credit Facility”), interest on balances that were outstanding under the Prior Revolving Credit Facility and interest on finance leases.
Interest expense. Interest expense consists primarily of the amortization of debt issuance costs, commitment fees associated with the unused portion of the New Revolving Credit Facility and the Company’s prior senior secured revolving credit facility, dated as of October 1, 2020 (the “Prior Revolving Credit Facility”) and interest on finance leases.
For each of the years ended December 31, 2024 and December 31, 2023, there were no impairments related to our intangible assets. 62 Table of Contents We allocate the fair value of the purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values.
For each of the years ended December 31, 2025 and December 31, 2024, there were no impairments related to our intangible assets. We allocate the fair value of the purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values.
Further, our solutions are not reliant on any single source of impressions and we can service our customers as their digital advertising needs change. In 2024, we estimate that approximately 44% and 56% of Media Transactions Measured within post-campaign measurement were for display and for video ad formats, respectively.
Further, our solutions are not reliant on any single source of impressions and we can service our customers as their digital advertising needs change. In each of 2025 and 2024, we estimate that approximately 44% and 56% of Media Transactions Measured were for display and for video ad formats, respectively.
The Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. Repurchases under the Repurchase Program commenced in June 2024.
Neither program obligates the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. Repurchases under the Repurchase Program commenced in June 2024.
Adjusted EBITDA is a non-GAAP financial measure. For information on how we compute Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, see “Results of Operations — Adjusted EBITDA.” 49 Table of Contents We derive revenue primarily from our advertiser customers based on the volume of media transactions, or ads, that our software platform measures (“Media Transactions Measured”).
Adjusted EBITDA is a non-GAAP financial measure. For information on how we compute Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, see “Results of Operations — Adjusted EBITDA.” We derive revenue primarily from our advertiser customers based on the volume of media transactions, or ads, that our solutions measure (“Media Transactions Measured”).
With offices or commercial operations in 31 locations across 25 countries, our expansion to new geographies has helped us to win the international business of our existing customers and to establish relationships with some of the world’s largest international advertisers. As of December 31, 2024, 499 of our employees were based outside of the Americas.
With offices or commercial operations in 32 locations across 26 countries, our expansion to new geographies has helped us to win the international business of our existing customers and to establish relationships with some of the world’s largest international advertisers. As of December 31, 2025, 512 of our employees were based outside of the Americas.
The following generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
The following generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Our collection and payment cycles can vary from period to period. For the year ended December 31, 2024, cash provided by operating activities was $159.7 million, attributable to net income of $56.2 million, adjusted for non-cash charges of $130.2 million and a $26.8 million use of cash from changes in operating assets and liabilities.
For the year ended December 31, 2024, cash provided by operating activities was $159.7 million, attributable to net income of $56.2 million, adjusted for non-cash charges of $130.2 million and a $26.8 million use of cash from changes in operating assets and liabilities.
Product development expenses are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software development costs included in Property, plant and equipment, net on our Consolidated Balance Sheets.
Product development expenses are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software development costs included in Property, plant and equipment, net on our Consolidated Balance Sheets. Capitalized software development costs are amortized to depreciation and amortization. Sales, marketing, and customer support.
During the year ended December 31, 2024, the Company repurchased 6.8 million shares of its common stock for an aggregate repurchase amount of $128.0 million under the Repurchase Program. In January 2025, the Company repurchased 1.1 million shares of its common stock for an aggregate repurchase amount of $22.2 million.
During the year ended December 31, 2024, the Company repurchased 6.8 million shares of its common stock for an aggregate repurchase amount of $128.0 million under the Repurchase Program. During the year ended December 31, 2025, the Company repurchased an additional 1.1 million shares for $22.2 million, utilizing the remaining authorization under the Repurchase Program.
Under the New Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements.
Both programs allow the Company to repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements.
For Measurement revenue, our contracts with our customers typically consist of the various ad measurement solutions that we offer. Included in these solutions is access to our software platform that allows customers to access and manage their data related to our solutions.
For Measurement revenue, our contracts with our customers typically consist of the various ad measurement solutions that we offer. Included in these solutions is access to our customer interface, DV Pinnacle, that allows customers to access and manage their data related to our solutions.
We have generated strong historical net revenue retention rates, with 112% for the year ended December 31, 2024 and 124% for the year ended December 31, 2023.
We have generated strong historical net revenue retention rates, with 109% for the year ended December 31, 2025 and 112% for the year ended December 31, 2024.
By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. Our software platform is integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels, and digital publishers.
By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. 46 Table of Contents Our solutions are integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels, and digital publishers.
M&A and restructuring costs for the year ended December 31, 2023 consist of transaction costs related to the acquisition of Scibids. (b) Offering and secondary offering costs for the years ended December 31, 2024 and December 31, 2023 consist of third-party costs incurred for underwritten secondary public offerings by certain stockholders of the Company.
M&A and restructuring costs for the year ended December 31, 2024 consist of transaction costs related to the agreement to acquire Rockerbox. (b) Offering and secondary offering costs for the year ended December 31, 2024 consist of third-party costs incurred for underwritten secondary public offerings by certain stockholders of the Company.
You should compensate for these limitations by relying primarily on the Company’s GAAP results and using the non-GAAP financial measures only supplementally. ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Advertiser revenue retention: ​ ​ ​ Gross revenue retention ​ > 95% ​ > 95% Net revenue retention 112% 124% ​ New Solutions and Channels.
You should compensate for these limitations by relying primarily on the Company’s GAAP results and using the non-GAAP financial measures only supplementally. ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Advertiser revenue retention: ​ ​ ​ Gross revenue retention ​ > 95% ​ > 95% Net revenue retention 109% 112% ​ Artificial Intelligence.
Total advertiser revenue increased by $73.1 million, or 14%, driven primarily by a 19% increase in Media Transactions Measured, partially offset by a 4% decrease in Measured Transaction Fees, excluding the impact of an introductory fixed fee deal for one large customer.
Total advertiser revenue increased by $77.0 million, or 13%, driven primarily by a 15% increase in Media Transactions Measured, partially offset by a 3% decrease in Measured Transaction Fees, excluding the impact of an introductory fixed fee deal for one large customer.
Our customer base is predominately U.S.-based today. We intend to grow our presence in international markets in order to meet the needs of our existing customers and accelerate new customer acquisition in key geographies outside of North America.
We intend to continue to grow our presence in international markets in order to meet the needs of our existing customers and accelerate new customer acquisition in key geographies outside of North America.
We believe that there are meaningful long-term growth opportunities within the digital advertising market. We plan to continue to invest in new performance and protection solutions that increase our value proposition to customers and expand our capabilities across new and growing digital media environments, channels and devices, including CTV, new mobile apps and other emerging areas of digital ad spend.
We plan to continue to invest in new performance and protection solutions that increase our value proposition to customers and expand our capabilities across new and growing digital media environments, channels and devices, including CTV, new mobile apps and other emerging areas of digital ad spend.
We have experienced rapid growth and achieved significant profitability in recent years as evidenced by the following: ● We generated revenue of $656.8 million for the year ended December 31, 2024 and $572.5 million for the year ended December 31, 2023, representing an increase of 15%. ● Our net income was $56.2 million for the year ended December 31, 2024 and $71.5 million for the year ended December 31, 2023. ● Our Adjusted EBITDA was $218.9 million for the year ended December 31, 2024 and $187.1 million for the year ended December 31, 2023.
We have experienced rapid growth and achieved significant profitability in recent years as evidenced by the following: ● We generated revenue of $748.3 million for the year ended December 31, 2025 and $656.8 million for the year ended December 31, 2024, representing an increase of 14%. ● Our net income was $50.7 million for the year ended December 31, 2025 and $56.2 million for the year ended December 31, 2024. ● Our Adjusted EBITDA was $245.6 million for the year ended December 31, 2025 and $218.9 million for the year ended December 31, 2024.
We believe existing cash and cash generated from operations, together with the $200.0 million undrawn balance under the New Revolving Credit Facility as of December 31, 2024, will be sufficient to meet future working capital requirements and fund capital expenditures, share repurchase programs and acquisitions on a short-term and long-term basis. 58 Table of Contents Our total future capital requirements and the adequacy of available funds will depend on many factors, including those discussed above as well as the risks and uncertainties set forth under “Risk Factors.” Debt Obligations On March 10, 2023, we initiated a borrowing of $50.0 million under the Prior Revolving Credit Facility and subsequently repaid $50.0 million on March 17, 2023.
We believe existing cash and cash generated from operations, together with the $200.0 million undrawn balance under the New Revolving Credit Facility as of December 31, 2025, will be sufficient to meet future working capital requirements and fund capital expenditures, share repurchase programs and acquisitions on a short-term and long-term basis. 55 Table of Contents Our total future capital requirements and the adequacy of available funds will depend on many factors, including those discussed above as well as the risks and uncertainties set forth under “Risk Factors.” Debt Obligations On August 12, 2024, the Company entered into the Credit Agreement providing for the New Revolving Credit Facility with available borrowings of $200.0 million, which matures on the Revolving Termination Date.
The main drivers of the changes in operating assets and liabilities were a $49.3 million increase in trade receivables, and prepaid expenses and other assets due mainly to increases in sales and prepayments, and a $6.0 million increase driven by trade payables, and accrued expenses and other liabilities.
The main drivers of the changes in operating assets and liabilities were a $6.5 million decrease in trade receivables, offset by an increase in prepaid expenses and other assets of $19.3 million due mainly to increases in prepayments, and a $4.2 million decrease in trade payables, and accrued expenses and other liabilities.
As of December 31, 2023, the Company had cash of $310.1 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $139.0 million.
As of December 31, 2025, the Company had cash and cash equivalents of $259.0 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $138.7 million.
Cash Flows The following table summarizes our cash flows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 ​ ​ (In Thousands) Cash flows provided by operating activities ​ $ 159,664 ​ $ 119,741 Cash flows (used in) investing activities ​ (44,841) ​ (84,249) Cash flows (used in) provided by financing activities ​ (129,450) ​ 6,489 Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ (1,889) ​ 338 (Decrease) increase in cash, cash equivalents and restricted cash ​ $ (16,516) ​ $ 42,319 ​ Operating Activities Our cash flows from operating activities are influenced primarily by growth in our operations and by changes in our working capital.
Cash Flows The following table summarizes our cash flows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (In Thousands) Cash flows provided by operating activities ​ $ 211,183 ​ $ 159,664 Cash flows used in investing activities ​ (105,379) ​ (44,841) Cash flows used in financing activities ​ (143,949) ​ (129,450) Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ 4,438 ​ (1,889) Decrease in cash, cash equivalents and restricted cash ​ $ (33,707) ​ $ (16,516) ​ Operating Activities Our cash flows from operating activities are influenced primarily by growth in our operations and by changes in our working capital.
Investing Activities For the year ended December 31, 2024, cash used in investing activities was $44.8 million, including $17.7 million attributable to net investments in short-term financial instruments and $27.1 million attributable to purchases of property, plant and equipment, and capitalized software development costs.
For the year ended December 31, 2024, cash used in investing activities was $44.8 million, including $17.7 million attributable to net investments in short-term financial instruments and $27.1 million attributable to purchases of property, plant and equipment, and capitalized software development costs. 57 Table of Contents Financing Activities For the year ended December 31, 2025, cash used in financing activities of $143.9 million was due primarily to $132.3 million related to shares repurchased under the Repurchase Program.
Product Development Expenses Product development expenses increased by $27.7 million, or 22%, from $125.4 million in the year ended December 31, 2023 to $153.0 million in the year ended December 31, 2024.
Product Development Expenses Product development expenses increased by $25.4 million, or 17%, from $153.0 million in the year ended December 31, 2024 to $178.4 million in the year ended December 31, 2025.
In the year ended December 31, 2023, the revenue we generated by providing our activation solutions through programmatic and social integrations and our measurement solutions through social integrations grew 31% and 48%, respectively, over the prior year period. 50 Table of Contents Growth of Existing Customers.
In the year ended December 31, 2025, the revenue we generated by providing our activation solutions through programmatic and social integrations and our measurement solutions through social integrations grew 15% and 9%, respectively, over the prior year period.
The determination of the fair value of stock option awards utilizing the Black-Scholes model is affected by a number of assumptions, including expected volatility, expected life, risk-free interest rate, expected dividends, and the fair market value of the Company’s common stock.
See “Risk Factors — Risks Related to Our Common Stock — The market price of our common stock may be volatile and could decline regardless of our operating performance.” The determination of the fair value of stock option awards utilizing the Black-Scholes model is affected by a number of assumptions, including expected volatility, expected life, risk-free interest rate, expected dividends, and the fair market value of the Company’s common stock.
Revenue Total revenue increased by $84.3 million, or 15%, from $572.5 million in the year ended December 31, 2023 to $656.8 million in the year ended December 31, 2024.
Revenue Total revenue increased by $91.4 million, or 14%, from $656.8 million in the year ended December 31, 2024 to $748.3 million in the year ended December 31, 2025.
On November 6, 2024, the Company announced that the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding common stock (the “New Repurchase Program”), which amount is in addition to the initial Repurchase Program previously approved by the Board in May 2024.
On November 6, 2024, the Company announced that the Board authorized the repurchase of up to an additional $200.0 million of the Company’s outstanding common stock (the “New Repurchase Program”).
The decrease was primarily due to a $4.3 million increase in losses from changes in foreign exchange rates, partially offset by an increase in interest income earned on monetary assets. Income Tax Expense Income tax expense increased by $8.1 million, from $24.4 million in the year ended December 31, 2023 to $32.6 million in the year ended December 31, 2024.
The change was due primarily to a decrease in interest earned on interest-bearing monetary assets, partially offset by gains from changes in foreign exchange rates. 52 Table of Contents Income Tax Expense Income tax expense decreased by $0.5 million, from $32.6 million in the year ended December 31, 2024 to $32.1 million in the year ended December 31, 2025.
Advertisers can purchase our solutions through programmatic and social media platforms to evaluate the quality of ad inventories before they are purchased, which we track as Activation revenue.
For the years ended December 31, 2025 and 2024, we generated 90% and 91% of our revenue, respectively, from advertiser customers. Advertisers can purchase our solutions through programmatic, social media and CTV platforms to evaluate the quality and optimize the efficiency of ad inventories before they are purchased, which we track as Activation revenue.
Interest Expense Interest expense was materially unchanged at $1.1 million in the years ended December 31, 2023 and December 31, 2024. Other Income, Net Other income, net decreased by $3.7 million, from $11.2 million in the year ended December 31, 2023, to $7.5 million in the year ended December 31, 2024.
Interest Expense Interest expense increased by $0.6 million, from $1.1 million in the year ended December 31, 2024 to $1.7. million in the year ended December 31, 2025. Other Income, Net Other income, net decreased by $2.2 million, from $7.5 million in the year ended December 31, 2024, to $5.2 million in the year ended December 31, 2025.
The following table presents a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to the most directly comparable financial measure prepared in accordance with GAAP. ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 ​ (In Thousands) Net income $ 56,231 ​ $ 71,466 Net income margin 9% ​ 12% Depreciation and amortization 45,215 ​ 40,885 Stock-based compensation 90,658 ​ 59,244 Interest expense 1,118 ​ 1,066 Income tax expense 32,559 ​ 24,411 M&A and restructuring costs (a) 537 ​ 1,262 Offering and secondary offering costs (b) 68 ​ 910 Other recoveries (c) — ​ (964) Other income (d) (7,488) ​ (11,216) Adjusted EBITDA $ 218,898 ​ $ 187,064 Adjusted EBITDA margin 33% ​ 33% ​ (a) M&A and restructuring costs for the year ended December 31, 2024 consist of transaction costs related to the agreement to acquire Rockerbox, Inc.
The following table presents a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to the most directly comparable financial measure prepared in accordance with GAAP. ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2025 ​ ​ ​ 2024 ​ (In Thousands) Net income $ 50,650 ​ $ 56,231 Net income margin 7% ​ 9% Depreciation and amortization 56,579 ​ 45,215 Stock-based compensation 104,226 ​ 90,658 Interest expense 1,733 ​ 1,118 Income tax expense 32,059 ​ 32,559 M&A and restructuring costs (a) 1,656 ​ 537 Offering and secondary offering costs (b) — ​ 68 Other costs (c) 3,962 ​ — Other income (d) (5,244) ​ (7,488) Adjusted EBITDA $ 245,621 ​ $ 218,898 Adjusted EBITDA margin 33% ​ 33% ​ (a) M&A and restructuring costs for the year ended December 31, 2025 consist of third party professional service costs related to the acquisition of Rockerbox and to our broader acquisition strategy.
General and Administrative Expenses General and administrative expenses increased by $4.2 million, or 5%, from $88.0 million in the year ended December 31, 2023 to $92.1 million in the year ended December 31, 2024.
General and Administrative Expenses General and administrative expenses increased by $17.6 million, or 19%, from $92.1 million in the year ended December 31, 2024 to $109.7 million in the year ended December 31, 2025.
As the global digital advertising market has evolved, we have continued to expand our measurement capabilities and market coverage through new product innovation, increasing our international footprint and new platform partnerships.
Our company was founded in 2008 and introduced our first brand suitability solution in 2010. We launched our first viewability and fraud solutions in 2013 and 2014, respectively. As the global digital advertising market has evolved, we have continued to expand our measurement capabilities and market coverage through new product innovation, increasing our international footprint and new platform partnerships.
This approach requires recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.
Taxes We account for income taxes using the asset and liability method, in accordance with ASC 740, Accounting for Income Taxes. This approach requires recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.
The following table presents a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to the most directly comparable financial measure prepared in accordance with GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Dec 31, ​ Sep 30, ​ Jun 30, ​ Mar 31, ​ Dec 31, ​ Sep 30, ​ Jun 30, ​ Mar 31, ​ 2024 2024 2024 2024 2023 2023 2023 2023 ​ (In Thousands) Net income $ 23,400 ​ $ 18,201 ​ $ 7,474 ​ $ 7,156 ​ $ 33,105 ​ $ 13,347 ​ $ 12,839 ​ $ 12,175 Net income margin 12% ​ 11% ​ 5% ​ 5% ​ 19% ​ 9% ​ 10% ​ 10% Depreciation and amortization 11,800 ​ 11,483 ​ 11,004 ​ 10,928 ​ 11,520 ​ 10,706 ​ 9,676 ​ 8,983 Stock-based compensation 22,752 ​ 22,950 ​ 24,715 ​ 20,241 ​ 16,473 ​ 15,791 ​ 15,167 ​ 11,813 Interest expense 300 ​ 353 ​ 233 ​ 232 ​ 275 ​ 288 ​ 247 ​ 256 Income tax expense 13,979 ​ 11,395 ​ 5,406 ​ 1,779 ​ 8,636 ​ 6,234 ​ 4,034 ​ 5,507 M&A and restructuring costs (recoveries) 537 ​ — ​ (11) ​ 11 ​ (359) ​ 921 ​ 700 ​ — Offering and secondary offering costs — ​ — ​ 10 ​ 58 ​ 315 ​ 286 ​ 122 ​ 187 Other recoveries — ​ — ​ — ​ — ​ (164) ​ (267) ​ (266) ​ (267) Other expense (income) 1,073 ​ (4,225) ​ (2,064) ​ (2,272) ​ (4,373) ​ (1,633) ​ (2,476) ​ (2,734) Adjusted EBITDA $ 73,841 ​ $ 60,157 ​ $ 46,767 ​ $ 38,133 ​ $ 65,428 ​ $ 45,673 ​ $ 40,043 ​ $ 35,920 Adjusted EBITDA margin 39% ​ 35% ​ 30% ​ 27% ​ 38% ​ 32% ​ 30% ​ 29% ​ Liquidity and Capital Resources Our operations are financed primarily through cash generated from operations.
The following table presents a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to the most directly comparable financial measure prepared in accordance with GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Dec 31, ​ Sep 30, ​ Jun 30, ​ Mar 31, ​ Dec 31, ​ Sep 30, ​ Jun 30, ​ Mar 31, ​ 2025 ​ ​ ​ 2025 ​ ​ ​ 2025 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2024 ​ ​ ​ 2024 ​ ​ ​ 2024 ​ (In Thousands) Net income $ 29,329 ​ $ 10,202 ​ $ 8,758 ​ $ 2,361 ​ $ 23,400 ​ $ 18,201 ​ $ 7,474 ​ $ 7,156 Net income margin 14% ​ 5% ​ 5% ​ 1% ​ 12% ​ 11% ​ 5% ​ 5% Depreciation and amortization 14,304 ​ 15,191 ​ 14,697 ​ 12,387 ​ 11,800 ​ 11,483 ​ 11,004 ​ 10,928 Stock-based compensation 25,498 ​ 27,379 ​ 27,007 ​ 24,342 ​ 22,752 ​ 22,950 ​ 24,715 ​ 20,241 Interest expense 403 ​ 467 ​ 443 ​ 420 ​ 300 ​ 353 ​ 233 ​ 232 Income tax expense 8,110 ​ 10,336 ​ 6,452 ​ 7,161 ​ 13,979 ​ 11,395 ​ 5,406 ​ 1,779 M&A and restructuring (recoveries) costs — ​ (10) ​ 504 ​ 1,162 ​ 537 ​ — ​ (11) ​ 11 Offering and secondary offering costs — ​ — ​ — ​ — ​ — ​ — ​ 10 ​ 58 Other costs 257 ​ 2,187 ​ 1,518 ​ — ​ — ​ — ​ — ​ — Other (income) expense (59) ​ 99 ​ (2,105) ​ (3,179) ​ 1,073 ​ (4,225) ​ (2,064) ​ (2,272) Adjusted EBITDA $ 77,842 ​ $ 65,851 ​ $ 57,274 ​ $ 44,654 ​ $ 73,841 ​ $ 60,157 ​ $ 46,767 ​ $ 38,133 Adjusted EBITDA margin 38% ​ 35% ​ 30% ​ 27% ​ 39% ​ 35% ​ 30% ​ 27% ​ Liquidity and Capital Resources Our operations are financed primarily through cash generated from operations.
The New Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. 59 Table of Contents As of February 27, 2025, $200.0 million remained available and authorized for repurchase under the New Repurchase Program.
The February 2026 Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. 56 Table of Contents In connection with the Board’s approval of the February 2026 Repurchase Program, the Board determined to discontinue the New Repurchase Program.
In 2023, approximately 52% and 48% of Media Transactions Measured were for display and for video ad formats, respectively. In 2024, approximately 77%, 12% and 11% of Media Transactions Measured within post-campaign measurement were for mobile, desktop, and CTV devices, respectively. In 2023, approximately 78%, 17% and 5% of Media Transactions Measured were for mobile, desktop, and CTV devices, respectively.
In 2025, we estimate that approximately 74%, 14% and 12% of Media Transactions Measured within post-campaign measurement were for mobile, desktop, and CTV devices, respectively. In 2024, approximately 77%, 12% and 11% of Media Transactions Measured were for mobile, desktop, and CTV devices, respectively.
The following table disaggregates revenue between advertiser customers, where revenue is generated based on number of ads measured and purchased for Activation or measured for Measurement, and Supply-side. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ Change ​ 2024 2023 ​ $ % ​ (In Thousands) ​ ​ ​ ​ ​ ​ Revenue by customer type: ​ ​ ​ ​ ​ ​ Activation $ 373,101 ​ $ 328,936 ​ $ 44,165 ​ 13 % Measurement 226,939 ​ 198,024 ​ ​ 28,915 ​ 15 ​ Supply-side 56,809 ​ 45,583 ​ ​ 11,226 ​ 25 ​ Total revenue $ 656,849 ​ $ 572,543 ​ $ 84,306 ​ 15 % ​ See “Critical Accounting Policies and Estimates — Revenue Recognition” for a description of our revenue recognition policies.
The following table disaggregates revenue between advertiser customers, where revenue is generated based on number of ads measured and purchased for Activation or measured for Measurement, and Supply-side. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ Change ​ 2025 ​ ​ ​ 2024 ​ $ ​ ​ ​ % ​ (In Thousands) ​ ​ ​ ​ ​ ​ Revenue by customer type: ​ ​ ​ ​ ​ ​ ​ ​ ​ Activation $ 427,311 ​ $ 373,101 ​ $ 54,210 ​ 15 % Measurement 249,724 ​ 226,939 ​ ​ 22,785 ​ 10 ​ Supply-side 71,256 ​ 56,809 ​ ​ 14,447 ​ 25 ​ Total revenue $ 748,291 ​ $ 656,849 ​ $ 91,442 ​ 14 % ​ See “Critical Accounting Policies and Estimates — Revenue Recognition” for a description of our revenue recognition policies. 49 Table of Contents Operating Expenses Our operating expenses consist of the following categories: Cost of revenue.
We have a strong track record of developing new solutions that have high adoption rates with our existing customers. We intend to extend our solutions capabilities to new adjacencies and cover new and growing digital channels and devices, including CTV, new mobile apps and other emerging areas of digital ad spend.
We intend to extend our solutions capabilities to new adjacencies and cover new and growing digital channels and devices, including CTV, new mobile apps and other emerging areas of digital ad spend. Growth of Existing Customers and Customer Acquisitions. We aim to increase the adoption of our solutions among existing customers and acquire new customers in diversified industries.
Capitalized software development costs are amortized to depreciation and amortization. 52 Table of Contents Sales, marketing, and customer support. Sales, marketing, and customer support expenses consist primarily of personnel costs directly associated with sales, marketing, and customer support departments, including salaries, bonuses, commissions, stock-based compensation and benefits, and allocated overhead.
Sales, marketing, and customer support expenses consist primarily of personnel costs directly associated with sales, marketing, and customer support departments, including salaries, bonuses, commissions, stock-based compensation and benefits, and allocated overhead. Overhead costs such as information technology infrastructure, rent and occupancy charges are allocated based on headcount.
We generate revenue from our advertising customers based primarily on the volume of Media Transactions Measured on our software platform, and for supply-side customers, based on contracts with minimum guarantees or contracts that have tiered pricing after minimum guarantees are achieved. 51 Table of Contents For the years ended December 31, 2024 and 2023, we generated 91% and 92% of our revenue, respectively, from advertiser customers.
Revenue Our customers use our solutions to measure the effectiveness of their digital advertisements. We generate revenue from our advertising customers based primarily on the volume of Media Transactions Measured by our solutions, and for supply-side customers, based on contracts with minimum guarantees or contracts that have tiered pricing after minimum guarantees are achieved.
Financing Activities For the year ended December 31, 2024, cash used in financing activities of $129.5 million was due primarily to $128.0 million related to shares repurchased under the Repurchase Program. 60 Table of Contents For the year ended December 31, 2023, cash provided by financing activities of $6.5 million was due primarily to $10.7 million of proceeds from common stock issued upon the exercise of stock options, offset by $4.6 million related to shares repurchased for settlement of employee tax withholdings.
For the year ended December 31, 2024, cash used in financing activities of $129.5 million was due primarily to $128.0 million related to shares repurchased under the Repurchase Program.
We plan to continue to invest in sales and marketing to grow our existing customer relationships and acquire new customers. In addition, we have completed six acquisitions since 2018 and maintain an active pipeline of potential M&A targets and intend to continue evaluating add-on opportunities to bolster our current solutions suite and complement our organic growth initiatives.
In addition, we have completed seven acquisitions since 2018 and maintain an active pipeline of potential M&A targets and intend to continue evaluating add-on opportunities to bolster our current solutions suite and complement our organic growth initiatives. 47 Table of Contents Furthermore, we believe that there are significant long-term growth opportunities in markets outside of North America.
We have been direct beneficiaries of this growth by virtue of our integrations with leading programmatic and social media platforms. In the year ended December 31, 2024, the revenue we generated by providing our activation solutions through programmatic and social integrations and our measurement solutions through social integrations grew 13% and 27%, respectively, over the prior year period.
In the year ended December 31, 2024, the revenue we generated by providing our activation solutions through programmatic and social integrations and our measurement solutions through social integrations grew 13% and 27%, respectively, over the prior year period. 48 Table of Contents New Geographies. Our customer base is predominately U.S.-based today.
The increase was due primarily to growth in Activation revenue which drove increases in partner costs from revenue-sharing arrangements, as well as investments in cloud services to provide the scale and flexibility necessary to support future growth.
The increase was due primarily to growth in Activation revenue which led to increased partner costs from revenue-sharing arrangements, as well as higher data services and hosting expenses due to increased volume.
Depreciation and Amortization Depreciation and amortization increased by $4.3 million, or 11%, from $40.9 million in the year ended December 31, 2023 to $45.2 million in the year ended December 31, 2024. The increase was due primarily to an increase in capitalized software development costs and an increase in intangible assets related to the acquisition of Scibids.
Depreciation and Amortization Depreciation and amortization increased by $11.4 million, or 25%, from $45.2 million in the year ended December 31, 2024 to $56.6 million in the year ended December 31, 2025. The increase was due primarily to higher amortization of internally developed software and amortization of acquired intangibles from Rockerbox.
For the year ended December 31, 2023, cash used in investing activities was $84.2 million, including $67.2 million attributable to the acquisition of Scibids and $17.0 million attributable to purchases of property, plant and equipment, and capitalized software development costs.
Investing Activities For the year ended December 31, 2025, cash used in investing activities was $105.4 million, including $82.6 million attributable the acquisition of Rockerbox, $38.5 million attributable to purchases of property, plant and equipment, and capitalized software development costs, partially offset by $17.8 million of proceeds from investments in short-term financial instruments.
Supply-side revenue increased by $11.2 million, or 25%, driven primarily by an increase in revenue from existing and new platform customers. Cost of Revenue (exclusive of depreciation and amortization shown below) Cost of revenue increased by $9.9 million, or 9%, from $106.6 million in the year ended December 31, 2023 to $116.5 million in the year ended December 31, 2024.
Cost of Revenue (exclusive of depreciation and amortization shown below) Cost of revenue increased by $17.0 million, or 15%, from $116.5 million in the year ended December 31, 2024 to $133.5 million in the year ended December 31, 2025.
Furthermore, we believe that there are significant long-term growth opportunities in markets outside of North America. We expect to continue to make investments in product development, sales and marketing, information technology, financial and administrative systems and controls to support our global growth.
We expect to continue to make investments in product development, sales and marketing, information technology, financial and administrative systems and controls to support our global growth. Factors Affecting Our Performance There are a number of factors that have impacted, and we believe will continue to impact, our results of operations and growth. These factors include: New Solutions and Channels.
For the year ended December 31, 2023, cash provided by operating activities was $119.7 million, attributable to net income of $71.5 million, adjusted for non-cash charges of $91.6 million and net cash outflows of $43.3 million used in changes in operating assets and liabilities.
Our collection and payment cycles can vary from period to period. For the year ended December 31, 2025, cash provided by operating activities was $211.2 million, attributable to net income of $50.7 million, adjusted for non-cash charges of $177.6 million and a $17.0 million use of cash from changes in operating assets and liabilities.
The increase was due primarily to an increase in personnel costs, including stock-based compensation, of $22.1 million and an increase in third party software costs and outsourced consulting and engineering services of $5.5 million to support our product development efforts. 54 Table of Contents Sales, Marketing and Customer Support Expenses Sales, marketing and customer support expenses increased by $41.6 million, or 33%, from $126.0 million in the year ended December 31, 2023 to $167.5 million in the year ended December 31, 2024.
The increase was due primarily to an increase in personnel costs, including stock-based compensation, of $19.8 million and an increase in third party software costs and outsourced consulting and engineering services of $3.5 million to support our product development efforts.
Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 The following tables show our results of operations for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ Change ​ Change ​ 2024 2023 $ % ​ ​ (In Thousands) ​ ​ ​ ​ ​ ​ Revenue ​ $ 656,849 $ 572,543 ​ $ 84,306 ​ 15 % Cost of revenue (exclusive of depreciation and amortization shown separately below) ​ 116,515 ​ 106,631 ​ 9,884 ​ 9 ​ Product development ​ 153,046 ​ 125,376 ​ 27,670 ​ 22 ​ Sales, marketing and customer support ​ 167,506 ​ 125,953 ​ 41,553 ​ 33 ​ General and administrative ​ 92,147 ​ 87,971 ​ 4,176 ​ 5 ​ Depreciation and amortization ​ 45,215 ​ 40,885 ​ 4,330 ​ 11 ​ Income from operations ​ 82,420 ​ 85,727 ​ (3,307) ​ (4) ​ Interest expense ​ 1,118 ​ 1,066 ​ 52 ​ 5 ​ Other income, net ​ (7,488) ​ (11,216) ​ (3,728) ​ (33) ​ Income before income taxes ​ 88,790 ​ 95,877 ​ (7,087) ​ (7) ​ Income tax expense ​ 32,559 ​ 24,411 ​ 8,148 ​ 33 ​ Net income ​ $ 56,231 ​ $ 71,466 ​ $ (15,235) ​ (21) % ​ 53 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2024 ​ 2023 ​ ​ (as % of Revenue) Revenue 100 % ​ 100 % Cost of revenue (exclusive of depreciation and amortization shown separately below) 18 ​ 19 ​ Product development 23 ​ 22 ​ Sales, marketing and customer support 26 ​ 22 ​ General and administrative 14 ​ 15 ​ Depreciation and amortization 7 ​ 7 ​ Income from operations 13 ​ 15 ​ Interest expense — ​ — ​ Other income, net (1) ​ (2) ​ Income before income taxes 14 ​ 17 ​ Income tax expense 5 ​ 4 ​ Net income 9 % ​ 12 % ​ Note: Percentages may not sum due to rounding.
Other income, net consists primarily of interest earned on interest-bearing monetary assets and gains and losses on foreign currency transactions. 50 Table of Contents Results of Operations Comparison of the Years Ended December 31, 2025 and 2024 The following tables show our results of operations for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Change ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ ​ ​ ​ % ​ ​ (In Thousands) ​ ​ ​ ​ ​ ​ Revenue ​ $ 748,291 $ 656,849 ​ $ 91,442 ​ 14 % Cost of revenue (exclusive of depreciation and amortization shown separately below) ​ 133,499 ​ 116,515 ​ 16,984 ​ 15 ​ Product development ​ 178,445 ​ 153,046 ​ 25,399 ​ 17 ​ Sales, marketing and customer support ​ 190,826 ​ 167,506 ​ 23,320 ​ 14 ​ General and administrative ​ 109,744 ​ 92,147 ​ 17,597 ​ 19 ​ Depreciation and amortization ​ 56,579 ​ 45,215 ​ 11,364 ​ 25 ​ Income from operations ​ 79,198 ​ 82,420 ​ (3,222) ​ (4) ​ Interest expense ​ 1,733 ​ 1,118 ​ 615 ​ 55 ​ Other income, net ​ (5,244) ​ (7,488) ​ (2,244) ​ (30) ​ Income before income taxes ​ 82,709 ​ 88,790 ​ (6,081) ​ (7) ​ Income tax expense ​ 32,059 ​ 32,559 ​ (500) ​ (2) ​ Net income ​ $ 50,650 ​ $ 56,231 ​ $ (5,581) ​ (10) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ ​ 2024 ​ ​ (as % of Revenue) Revenue 100 % ​ 100 % Cost of revenue (exclusive of depreciation and amortization shown separately below) 18 ​ 18 ​ Product development 24 ​ 23 ​ Sales, marketing and customer support 26 ​ 26 ​ General and administrative 15 ​ 14 ​ Depreciation and amortization 8 ​ 7 ​ Income from operations 11 ​ 13 ​ Interest expense — ​ — ​ Other income, net (1) ​ (1) ​ Income before income taxes 11 ​ 14 ​ Income tax expense 4 ​ 5 ​ Net income 7 % ​ 9 % ​ Note: Percentages may not sum due to rounding.
Our revenues have grown substantially as a result of the growth in digital advertising as well as the continued adoption of digital measurement solutions and analytics. As the digital advertising market has grown, advertisers have increasingly shifted their digital media spend to both programmatic and social media channels in order to directly target advertisements to achieve desired business outcomes.
As the digital advertising market has grown, advertisers have increasingly shifted their digital media spend to both programmatic and social media channels to achieve desired business outcomes. We have been direct beneficiaries of this growth by virtue of our integrations with leading programmatic and social media platforms.
Non-cash charges consisted primarily of $40.9 million in depreciation and amortization, $59.2 million in stock-based compensation, and $10.1 million in bad debt expense, offset by $25.0 million in deferred taxes.
Non-cash charges consisted primarily of $56.6 million in depreciation and amortization, $104.2 million in stock-based compensation, and $7.9 million in non-cash lease expense.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added−1 removed3 unchanged
Biggest changeHowever, we believe that we do not have any material exposure to changes in the fair value of these assets as a result of changes in interest rates due to the short-term nature of our cash, cash equivalents and short-term investments.
Biggest changeHowever, we believe that we do not have any material exposure to changes in the fair value of these assets as a result of changes in interest rates due to the short-term nature of our cash, cash equivalents and short-term investments. As of December 31, 2025 and December 31, 2024, we had $0, respectively, in variable rate debt outstanding.
As of December 31, 2024, we have no outstanding variable rate indebtedness and have $200.0 million of availability under the New Revolving Credit Facility. Foreign Currency Exchange Risk As we expand internationally, our results of operations and cash flows may become increasingly subject to fluctuations due to changes in foreign currency exchange rates.
As of December 31, 2025, we have no outstanding variable rate indebtedness and have $200.0 million of availability under the New Revolving Credit Facility. Foreign Currency Exchange Risk As we expand internationally, our results of operations and cash flows may become increasingly subject to fluctuations due to changes in foreign currency exchange rates.
Our revenue is denominated in primarily U.S. dollars. Our expenses are generally denominated in the currencies in which our operations are located, which is primarily in the United States. Movements in foreign currency exchange rates versus the U.S. dollar did not have a material effect on our revenue for 2024.
Our revenue is denominated in primarily U.S. dollars. Our expenses are generally denominated in the currencies in which our operations are located, which is primarily in the United States. Movements in foreign currency exchange rates versus the U.S. dollar did not have a material effect on our revenue for 2025.
To date, we have not entered into any material foreign currency hedging contracts, although we may do so in the future. ​ 66 Table of Contents ​
To date, we have not entered into any material foreign currency hedging contracts, although we may do so in the future. ​ 62 Table of Contents ​
A hypothetical 10% change in exchange rates versus the U.S. dollar would not have resulted in a material change to our 2024 earnings.
A hypothetical 10% change in exchange rates versus the U.S. dollar would not have resulted in a material change to our 2025 earnings.
Our cash, cash equivalents and short-term investments as of December 31, 2024, December 31, 2023 and December 31, 2022 consisted of $310.6 million, $310.1 million and $267.8 million, respectively, in bank deposits, treasury bills, treasury notes and money market funds. Such interest-earning instruments carry a degree of interest rate risk.
Our cash, cash equivalents and short-term investments as of December 31, 2025 and December 31, 2024 consisted of $259.0 million and $310.6 million, respectively, in bank deposits, treasury bills, treasury notes and money market funds. Such interest-earning instruments carry a degree of interest rate risk.
Removed
As of December 31, 2024, December 31, 2023 and December 31, 2022, we had $0, respectively, in variable rate debt outstanding.

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