[Form 4] INTEGRAL AD SCIENCE HOLDING CORP. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Vesting occurred under performance-linked market stock units, aligning pay with share performance
• Majority of shares retained after sell-to-cover: reporting person still owns 432,560 shares

Negative

• Sell-to-cover executed resulting in a disposal of 17,267 shares at a weighted average of $10.19
• Potential dilution remains from MSU program with up to 225% of target payout

Insights

Equity Compensation Analyst

TL;DR: CEO received vested market stock units and completed a mandatory sell-to-cover for taxes on the same date.

The reporting person realized 18,133 shares from vested market stock units that were granted on 04/03/2023. The filing states a mandatory disposition of 17,267 shares occurred to satisfy tax withholding at a weighted average price of $10.19 per share.

This structure—market stock units with up to 225% payout and a 60% minimum threshold—ties vesting to post‑grant stock performance and includes scheduled quarterly vesting through the multi‑year period beginning 04/03/2024

Watch near‑term dilution and insider selling patterns over the next 12 months as remaining MSUs vest and any further sell‑to‑cover events occur.

Corporate Governance Specialist

TL;DR: Transaction is routine compensation settlement and tax withholding, but signals ongoing equity dilution from performance units.

The filing clarifies the sale was a mandatory tax withholding action tied to settlement rather than a discretionary open‑market disposition. The reporting person still holds 432,560 shares after the transactions.

Key governance items to monitor include the remaining contingent maximum payout under the award (225% of target) and the quarterly vesting schedule that may cause further share issuances through the vesting horizon.

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)
10/03/2025

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	10/03/2025		M		18,133(1)	A	$0	432,560	D
Common Stock, $0.001 par value	10/03/2025		S(2)		17,267	D	$10.19(3)	415,293	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
Market Stock Units	(4)	10/03/2025		M			18,133	(5)	(5)	Common Stock, $0.001 par value	18,133	$0	354,765	D

Explanation of Responses:

1. Represents shares of common stock earned upon the vesting of market stock units granted on April 3, 2023.

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

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $10.18 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.

4. The number of market stock units reported represents the maximum possible number of shares that are eligible for vesting, which is 225% of the number of shares that would be earned at target. The minimum payout factor that must be achieved to earn any payout is 60%. The actual number of shares that will vest on each vesting date will be determined by comparing the price of common stock on the applicable vesting date to the price of common stock on April 3, 2023 (i.e number of vested shares is equal to (i) the number of shares at target payout multiplied by (ii)(a) the average price of common stock for the 10 trading days immediately proceeding the applicable vesting date divided by (b) the closing stock price on April 3, 2023).

5. The market stock units vest 25% on April 3, 2024 and in equal installments every three months thereafter over a three year period, subject to the terms and conditions of the applicable award agreement.

Remarks:

	/s/ Yossi Almani, by Power of Attorney	10/07/2025
	** 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 happened in the IAS Form 4 filed for IAS on 10/03/2025?

The CEO had 18,133 shares vest from market stock units and a mandatory sale of 17,267 shares occurred to cover taxes at a weighted average price of $10.19 per share.

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

The reporting person beneficially owned 432,560 shares following the reported transactions.

What are the key terms of the market stock units (MSUs)?

MSUs were granted on 04/03/2023, vest quarterly after an initial 25% vesting on 04/03/2024, and can pay up to 225% of target with a 60% minimum threshold to earn any payout.

Why were shares sold in the transaction?

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

At what prices were the shares sold?

Shares were sold in multiple transactions at prices ranging from $10.18 to $10.20, with a reported weighted average of $10.19.