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.

Insights

M&A and capital markets analyst

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

VEP Group, LLC

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEGRAL AD SCIENCE HOLDING CORP. [ IAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value	12/23/2025		J(1)		65,010,001(2)	D	$10.3	0	I	See Footnotes(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

VEP Group, LLC

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Vista Equity Partners Fund VI, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Vista Equity Partners Fund VI-A, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VEPF VI FAF, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Vista Equity Partners Fund VI GP, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VEPF VI GP. Ltd.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VEPF MANAGEMENT, L.P.

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VISTA EQUITY PARTNERS MANAGEMENT, LLC

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

4 EMBARCADERO CENTER, 20TH FL.

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SMITH ROBERT F

(Last) (First) (Middle)

C/O VISTA EQUITY PARTNERS

401 CONGRESS DRIVE, SUITE 3100

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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.

2. 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").

3. 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.

4. 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.

	/s/ Robert F. Smith, Managing Member of VEP Group, LLC	12/29/2025
	/s/ Robert F. Smith, Director of the General Partner of the General Partner of Vista Equity Partners Fund VI, L.P.	12/29/2025
	/s/ Robert F. Smith, Director of the General Partner of the General Partner of Vista Equity Partners Fund VI-A, L.P.	12/29/2025
	/s/ Robert F. Smith, Director of the General Partner of the General Partner of VEPF VI FAF, L.P.	12/29/2025
	/s/ Robert F. Smith, Director of the General Partner of Vista Equity Partners Fund VI GP, L.P.	12/29/2025
	/s/ Robert F. Smith, Director of VEPF VI GP, Ltd.	12/29/2025
	/s/ Robert F. Smith, Managing Member of the General Partner of VEPF Management, L.P.	12/29/2025
	/s/ Robert F. Smith, Managing Member of the Managing Member of Vista Equity Partners Management, LLC	12/29/2025
	/s/ Robert F. Smith	12/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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.

How many IAS shares did Vista-affiliated funds hold in this transaction?

Funds affiliated with Vista Equity Partners collectively held 65,010,001 shares of IAS common stock immediately prior to the merger effective time.

What cash consideration per share did IAS stock receive in the merger?

Each issued and outstanding share of IAS common stock held by the reporting persons was converted into the right to receive $10.30 per share in cash, without interest, at the effective time of the merger.

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.

Do Vista-affiliated entities claim full beneficial ownership of these IAS shares?

The various Vista funds and related general partner and management entities may be deemed beneficial owners but expressly disclaim beneficial ownership except to the extent of their pecuniary interest.