Integral Ad Science Form 4: Utzschneider boosts ownership via MSU vesting

Rhea-AI Filing Summary

Integral Ad Science Holding Corp. (IAS) filed a Form 4 disclosing that Chief Executive Officer and Director Lisa Utzschneider acquired 15,767 shares of IAS common stock on 07/03/2025. The shares were received at $0 cost through the automatic vesting (transaction code M) of previously granted Market Stock Units (MSUs) dated 04/03/2023. No shares were sold in connection with the vesting event.

Following the transaction, Utzschneider’s direct ownership rises to 394,220 common shares, while she continues to hold 413,892 MSUs that remain subject to future vesting. The MSU award represents up to 225% of target shares depending on share-price performance, vests 25% on 04/03/2024, and thereafter in equal quarterly installments over three years.

The filing indicates ongoing equity alignment between the CEO and shareholders but is a scheduled incentive-plan vesting rather than an open-market purchase, so its market impact is typically modest.

Positive

• CEO increased direct ownership by 15,767 shares, reinforcing equity alignment without disposing of any shares

Negative

• None.

Insights

Securities Analyst

TL;DR: CEO received 15,767 vested shares, raising direct stake to 394k; no sale, limited market signal.

The Form 4 reflects a routine incentive-plan vesting. Because the acquisition is priced at $0 and involves no open-market activity, the transaction is largely expected and therefore minimally price-sensitive. Nevertheless, the CEO’s expanded position marginally strengthens insider ownership, a factor some governance-minded investors view positively. I assign a neutral impact: it neither alters the investment thesis nor indicates changing insider sentiment.

Corporate Governance Specialist

TL;DR: Scheduled MSU vesting; increases alignment but offers limited fresh insight into management conviction.

Performance-linked MSUs align pay with share performance. The 225% cap reinforces a pay-for-performance culture. However, because the units were granted in 2023 and vest mechanically, today’s filing does not represent discretionary buying. Investors should note that Utzschneider still holds over 413k unvested MSUs, keeping significant skin in the game through 2027. Governance risk is unchanged; impact is neutral.

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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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)
07/03/2025

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	07/03/2025		M		15,767(1)	A	$0	394,220	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	(2)	07/03/2025		M			15,767	(3)	(3)	Common Stock, $0.001 par value	15,767	$0	413,892	D

Explanation of Responses:

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

2. 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).

3. 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	07/08/2025
	** 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.
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FAQ

How many IAS shares did CEO Lisa Utzschneider acquire on 07/03/2025?

She acquired 15,767 common shares via market stock unit vesting.

Did the Form 4 show any sale of IAS shares by the CEO?

No. The filing reports an acquisition only; no shares were sold.

What is Lisa Utzschneider’s total direct IAS shareholding after the transaction?

Her direct ownership totals 394,220 common shares.

How many Market Stock Units remain unvested after this transaction?

The CEO still holds 413,892 MSUs subject to future vesting.

When were the Market Stock Units originally granted?

The MSUs were granted on April 3, 2023.

What is the vesting schedule for the MSUs?

They vest 25% on 04/03/2024 and then quarterly over three years, contingent on share-price performance.