DoubleVerify (DV) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 29, 2026, to vote on a merger agreement where shareholders will receive $13.60 per share in cash, resulting in the company becoming a wholly owned subsidiary of Neptune BidCo US Inc.

• The merger will result in delisting from the NYSE and deregistration under the Exchange Act; shareholders will no longer own equity in the surviving corporation.

• The Board, following a Special Committee’s unanimous recommendation, determined the merger is fair and in the best interests of shareholders, citing a 22–30% premium over recent trading averages.

• PJT Partners provided a fairness opinion supporting the financial terms of the merger.

• The transaction is expected to close in the first quarter of 2027, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if necessary.

• Approval of the merger requires a majority of outstanding shares; failure to vote is counted as a vote against.

• Appraisal rights are available for dissenting shareholders who comply with Delaware law.

• A voting agreement binds major shareholders representing 11.7% of shares to vote in favor of the merger.

Board of directors and corporate governance

• A Special Committee of independent directors led the negotiation and evaluation of the merger.

• The Board unanimously recommends voting in favor of all proposals.

• Post-merger, the directors of the merger sub will become directors of the surviving corporation.