Integral Ad Science CEO Disposes 9,264 Shares to Cover Taxes

Rhea-AI Filing Summary

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.

Positive

• Transaction disclosed promptly on a Form 4, demonstrating timely regulatory compliance
• Sale identified as tax‑covering following settlement of market stock units, explaining the rationale

Negative

• Executive ownership decreased by 9,264 shares, reducing direct holdings to 406,029
• Sale executed in multiple trades at prices within a narrow range ($10.19–$10.20), requiring further breakdown if specific trade‑level detail is needed

Insights

Corporate Governance Analyst

Insider sale appears routine and compliant; size is modest relative to holdings.

The reported transaction is described as a mandatory sale to satisfy tax obligations from stock unit settlement, which is a common post‑settlement event for executives. The filing discloses the exact number sold (9,264) and the remaining direct beneficial ownership (406,029), helping maintain transparency.

Key dependencies include continued timely reporting and availability of detailed trade-level pricing if requested; the filer offers to provide those details. Monitor subsequent Form 4s for any pattern of sales over the next 12 months that could change ownership trends.

Executive Compensation Specialist

Sale tied to tax withholding on vested market stock units, not an open-market diversification trade.

This transaction is explicitly labeled a mandatory sale to cover taxes from settlement of market stock units, indicating it arises from compensation mechanics rather than discretionary divestiture. The disclosed weighted average price range ($10.19–$10.20) reflects multiple trade executions.

Investors may note the effect on outstanding executive-held shares; unless additional issuances or sales occur, the change is limited. Watch for any future settlements or scheduled sales referenced in filings within 12 months.

Insider Trade Summary

Net Seller: 9,264 shares ($94,400)

Net Sell 1 txn

Insider Utzschneider Lisa

Role Chief Executive Officer

Sold 9,264 shs ($94K)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.001 par value	9,264	$10.19	$94K

Holdings After Transaction: Common Stock, $0.001 par value — 406,029 shares (Direct)

Footnotes (1)

1. Mandatory sale to cover tax liability associated with the settlement of market stock units. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $10.19 to $10.20 per share. The reporting person undertakes to provide to Integral Ad Science Holding Corp., any security holder of Integral Ad Science Holding Corp. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Utzschneider Lisa

(Last) (First) (Middle)

C/O INTEGRAL AD SCIENCE HOLDING CORP.

12 E 49TH STREET, 20TH FLOOR

(Street)

NEW YORK NY 10017

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

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

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

X	Form filed by One Reporting Person
	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	10/07/2025		S(1)		9,264	D	$10.19(2)	406,029	D

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

Explanation of Responses:

1. Mandatory sale to cover tax liability associated with the settlement of market stock units.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $10.19 to $10.20 per share. The reporting person undertakes to provide to Integral Ad Science Holding Corp., any security holder of Integral Ad Science Holding Corp. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Remarks:

	/s/ Yossi Almani, by Power of Attorney	10/09/2025
	** 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 did IAS CEO Lisa Utzschneider sell according to the Form 4?

The Form 4 reports a sale of 9,264 shares of IAS common stock on 10/07/2025.

Why were the shares sold by the IAS reporting person?

The filing states the sale was a mandatory sale to cover tax liability associated with the settlement of market stock units.

At what price were the IAS shares sold?

The shares were sold at a weighted average price reported as approximately $10.19, with individual transactions ranging from $10.19 to $10.20 per share.

How many IAS shares does the reporting person own after the sale?

Following the reported transaction, the reporting person beneficially owns 406,029 shares, reported as direct ownership.

When was the Form 4 signed and filed?

The signature on the Form 4 was executed by power of attorney on 10/09/2025.