Integral Ad Science (NASDAQ: IAS) merger pays Vista $10.30 per share in cash
Rhea-AI Filing Summary
Integral Ad Science Holding Corp. has completed a merger in which it became a wholly owned subsidiary of Igloo Group Parent, Inc. According to this insider report, entities affiliated with Vista Equity Partners held a total of 65,010,001 shares of IAS common stock. At the effective time of the merger on 12/23/2025, each of these shares was automatically cancelled and converted into the right to receive $10.30 in cash per share, without interest.
The filing explains that the shares were spread across several Vista funds, with control and management entities that may be deemed beneficial owners, though they all disclaim beneficial ownership beyond their economic interest. This transaction reflects the cash-out of Vista’s large equity position as part of the going-private merger.
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Insights
Vista’s 65M IAS shares were cashed out at $10.30 in a completed merger.
The filing shows that funds affiliated with Vista Equity Partners held 65,010,001 shares of Integral Ad Science Holding Corp. common stock. Upon completion of the merger with Igloo Group Parent, Inc. on 12/23/2025, these shares were cancelled and converted into a right to receive $10.30 per share in cash, without interest. This is a standard structure for a cash going‑private transaction where existing equity is fully bought out.
The shares were distributed among several Vista funds, with upstream general partners and management entities that may be deemed beneficial owners, while expressly disclaiming ownership beyond pecuniary interest. For investors, this confirms the cash consideration per share and that a major shareholder’s entire stake was exited through the merger, consistent with a full change of control.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock, $0.001 par value | 65,010,001 | $10.30 | $669.60M |
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger, dated as of September 24, 2025, by and among the Issuer, Igloo Group Parent, Inc. ("Parent") and Igloo Group Acquisition Company, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), owned by the reporting persons immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $10.30 per share in cash, without interest thereon. Consisted of (i) 40,222,196 shares of Common Stock held by Vista Equity Partners Fund VI, L.P. ("VEPF VI"), (ii) 24,298,354 shares of Common Stock held by Vista Equity Partners Fund VI-A, L.P. ("VEPF VI-A") and (iii) 489,451 shares of Common Stock held by VEPF VI FAF, L.P. ("VEPF FAF" and, collectively with VEPF VI and VEPF VI-A, the "Vista Funds"). Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of each of the Vista Funds. Fund VI GP's sole general partner is VEPF VI GP, Ltd. ("Fund VI UGP"). Robert F. Smith is the sole director and one of 11 members of Fund VI UGP. VEPF Management, L.P. ("Management Company") is the sole management company of each of the Vista Funds. The Management Company's sole general partner is VEP Group, LLC ("VEP Group"), and the Management Company's sole limited partner is Vista Equity Partners Management, LLC ("VEPM"). VEP Group is the Senior Managing Member of VEPM. Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, Fund VI GP, Fund VI UGP, the Management Company, VEPM and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group, VEPM and Mr. Smith expressly disclaim beneficial ownership except to the extent of its or his pecuniary interest and the inclusion of the reported securities in this report shall not be deemed an admission by any of the foregoing of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose.
FAQ
What transaction involving IAS is described in this Form 4 filing?
The filing describes the completion of a merger in which Integral Ad Science Holding Corp. became a wholly owned subsidiary of Igloo Group Parent, Inc., and existing IAS common shares held by the reporting persons were cancelled and converted into a cash right.
Who acquired Integral Ad Science Holding Corp. in this merger?
IAS was acquired through a merger in which Igloo Group Acquisition Company, Inc. merged into IAS, with IAS surviving as a wholly owned subsidiary of Igloo Group Parent, Inc..
How were Vista Equity Partners’ holdings in IAS structured before the merger?
The 65,010,001 shares consisted of 40,222,196 shares held by Vista Equity Partners Fund VI, L.P., 24,298,354 shares held by Vista Equity Partners Fund VI-A, L.P., and 489,451 shares held by VEPF VI FAF, L.P.
