Integral Ad Science Holding Corp. SEC Filings

Integral Ad Science (IAS) – Form 4: The company’s Chief Executive Officer, who also serves as a director, reported a sale of 12,180 shares of common stock on 11/05/2025, coded “S”. The sale was a mandatory transaction to cover tax liabilities tied to the settlement of market stock units. The weighted average price was $10.24 per share, with individual trades ranging from $10.23 to $10.25. Following the transaction, the reporting person directly beneficially owns 417,742 shares.

Integral Ad Science (IAS) reported an insider equity transaction by its Chief Executive Officer and Director. On 11/02/2025, the executive acquired 23,893 shares of common stock at $0 following the vesting and settlement of market stock units (transaction code M). After this event, the executive beneficially owned 429,922 shares directly.

The related derivative position reflects market stock units tied to share price performance; 125,029 derivative securities were reported as beneficially owned after the transaction.

Integral Ad Science (IAS) filed its Q3 2025 10‑Q and disclosed a definitive all‑cash merger agreement. Revenue rose to $154,358 for the quarter, up from $133,528 a year ago. Operating income was $7,574 versus $20,187, and net income was $7,045 versus $16,089. For the nine months, revenue reached $437,628 with net income of $31,446.

Liquidity strengthened: cash and cash equivalents were $129,204 at September 30, 2025, up from $84,469 year‑end, and long‑term debt was reduced to $0 from $34,189, aided by $109,719 of operating cash flow year‑to‑date. IAS agreed to be acquired by affiliates of Novacap for $10.30 per share in cash, with customary conditions and regulatory approvals; closing is expected in Q4 2025 and not before November 23, 2025. The agreement includes termination fees of $52.5 million (company) and $100.0 million (parent). On October 30, 2025, 167,854,529 common shares were outstanding.

Integral Ad Science Holding Corp. (IAS) furnished an update on its recent performance. The company announced it issued a press release with financial results for the quarter ended September 30, 2025.

The press release is provided as Exhibit 99.1 under Item 2.02 and is furnished—not deemed filed—under the Exchange Act. No additional financial details are included in this notice.

Integral Ad Science Holding Corp. agreed to be acquired by Igloo Group Parent, affiliates of Novacap, via a merger in which each share of Company Common Stock will be converted into $10.30 in cash, without interest, subject to the Merger’s conditions.

On September 24, 2025, stockholders holding 87,732,772 shares (approximately 52.6% voting power) delivered a written consent adopting the Merger Agreement, so no further stockholder vote is required. Holders other than the consenting stockholders may seek appraisal under Delaware law to receive judicially determined fair value.

The buyer obtained financing commitments including an equity contribution of up to $857,800,000 and debt facilities of a $1,000,000,000 term loan and a $150,000,000 revolver. Jefferies provided a financial fairness opinion to the board on September 23, 2025. Antitrust filings under the HSR Act were made on October 24, 2025. Termination fees include a $52,500,000 company fee and a $100,000,000 parent fee. As context, 167,854,529 shares were outstanding as of October 15, 2025.

Lisa Utzschneider, Chief Executive Officer and Director of Integral Ad Science Holding Corp. (IAS), reported the sale of 9,264 shares of common stock on 10/07/2025. The filing states the sale was a mandatory sale to cover tax liability related to the settlement of market stock units and occurred at a weighted average price of approximately $10.19 to $10.20 per share. Following the transaction, the reporting person beneficially owns 406,029 shares, reported as direct holdings. The form was signed under power of attorney on 10/09/2025.

Insider sale under Rule 10b5-1: An officer of Integral Ad Science Holding Corp. (IAS) reported a sale of 3,527 shares of common stock on 10/03/2025 at a sale price of $10.18 per share. After the transaction the reporting person beneficially owned 139,621 shares. The filing states the trades were executed under a Rule 10b5-1 trading plan adopted on 6/12/2025.

The Form 4 was signed by an authorized representative on 10/07/2025. No derivative transactions or other changes in beneficial ownership were reported on this form.

Integral Ad Science Holding Corp. (IAS) chief executive and director reported the vesting and partial sale of equity awards on 10/03/2025. 18,133 shares were acquired upon vesting of market stock units and 17,267 shares were sold at a weighted average price of $10.19 per share to cover tax withholding. After these transactions the reporting person beneficially owned 432,560 shares. The filing explains the market stock units were granted on 04/03/2023, can pay out up to 225% of target, and vest over a multi‑year schedule with an initial 25% vesting date on 04/03/2024 and quarterly installments thereafter.

Integral Ad Science Holding Corp. insider notice reports a proposed sale of 9,264 common shares held through a restricted stock vesting event on 10/03/2025, with an aggregate market value of $94,430.73. The securities are to be sold through Fidelity Brokerage Services LLC on or about 10/07/2025 on NASDAQ. The filer also disclosed four prior open-market sales this year totaling 50,378 shares for gross proceeds of $448,060.61 across 07/08/2025 to 10/03/2025. Outstanding shares are listed as 166,163,514, so the proposed sale and recent disposals are a small fraction of total equity. The notice states the shares were acquired by restricted stock vesting and paid as compensation.