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

Integral Ad Science (IAS) CEO exercises units, sells shares, holds 415K

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

INTEGRAL AD SCIENCE HOLDING CORP. CEO Lisa Utzschneider exercised 18,133 Market Stock Units into common stock on October 3, 2025, then sold 17,267 shares at a weighted-average price around $10.19. After these transactions she directly holds 415,293 shares of common stock. Footnotes describe a mandatory tax-related sale and performance-based vesting terms that can pay out between 60% and a 225% maximum.

Positive

  • None.

Negative

  • None.

Insights

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.

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.

Insider Utzschneider Lisa
Role Chief Executive Officer
Sold 17,267 shs ($176K)
Approx. gross sale proceeds $176K
Approx. exercise cost $0.00
Type Security Shares Price Value
Exercise Market Stock Units 18,133 $0.00 $0.00
Exercise Common Stock, $0.001 par value 18,133 $0.00 $0.00
Sale Common Stock, $0.001 par value 17,267 $10.19 $176K
Holdings After Transaction: Market Stock Units — 354,765 shares (Direct); Common Stock, $0.001 par value — 415,293 shares (Direct)
Footnotes (5)
  1. F1. Represents shares of common stock earned upon the vesting of market stock units granted on April 3, 2023.
  2. F2. Mandatory sale to cover tax liability associated with the settlement of market stock units.
  3. F3. 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. F4. 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. F5. 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.
Market Stock Units exercised 18,133 shares Converted to common stock on October 3, 2025
Common shares sold 17,267 shares Sale of common stock on October 3, 2025
Weighted-average sale price $10.19 per share Shares sold between $10.18 and $10.20 per share
Post-transaction holdings 415,293 shares Direct common stock held after reported transactions
Maximum MSU payout factor 225% Maximum possible number of shares eligible for vesting vs target payout
Minimum MSU payout factor 60% Minimum payout factor required to earn any Market Stock Unit payout
Initial MSU vesting tranche 25% Market Stock Units vest 25% on April 3, 2024
Market Stock Units financial
"Represents shares of common stock earned upon the vesting of market stock units granted on April 3, 2023."
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
payout factor financial
"The minimum payout factor that must be achieved to earn any payout is 60%."
vesting date financial
"comparing the price of common stock on the applicable vesting date to the price of common stock on April 3, 2023"

FAQ

What did IAS CEO Lisa Utzschneider report in this Form 4?
Lisa Utzschneider reported exercising 18,133 Market Stock Units into common stock and selling 17,267 IAS shares around $10.19 on October 3, 2025. After these transactions, she directly holds 415,293 shares of Integral Ad Science common stock.

How many Integral Ad Science (IAS) shares did the CEO sell?
The Form 4 shows a sale of 17,267 shares of Integral Ad Science common stock on October 3, 2025 at a weighted-average price of $10.19 per share, with trades executed between $10.18 and $10.20 according to filing footnotes.

What are Market Stock Units in IASs compensation plan?
Market Stock Units are performance-based equity awards that convert into common stock. Footnotes state the maximum payout is 225% of target shares, with a minimum payout factor of 60%, and vesting tied to Integral Ad Sciences stock price performance over time.

How many IAS shares does Lisa Utzschneider hold after these transactions?
Canonical holdings data show that after the reported exercise and sale, Lisa Utzschneider directly holds 415,293 shares of Integral Ad Science common stock. This figure reflects her post-transaction position as disclosed in the Form 4 summary holdings section.

How do payout factors work for IAS Market Stock Units?
Footnotes explain that Market Stock Units use payout factors between 60% and 225% of the target share amount. Actual shares vest based on Integral Ad Sciences stock price performance compared with the April 3, 2023 reference price on each applicable vesting date.

What is the vesting schedule for IAS Market Stock Units?
The Market Stock Units vest 25% on April 3, 2024, then in equal installments every three months over a three-year period. Vesting remains subject to the terms and conditions of the applicable award agreement and the performance-based payout framework described in the footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
10/03/2025
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.

Source: View Original Filing on SEC EDGAR