Integral Ad Science CEO tax-related share sale: 8.3k shares at $8.29

Rhea-AI Filing Summary

Integral Ad Science Holding Corp. (IAS) – Form 4 insider transaction: CEO and Director Lisa Utzschneider reported a sale of 8,285 common shares on 07/10/2025 at a weighted-average price of $8.29 per share. The filing states the sale was a mandatory disposition to cover tax liabilities arising from the settlement of market stock units. Following the transaction, Utzschneider remains the beneficial owner of 371,031 IAS shares, all held directly. No derivative security transactions were reported.

The sale represents a minor reduction in her overall ownership and appears routine rather than indicative of a change in strategic sentiment. No other executives or insiders were listed in this filing, and there is no accompanying earnings data or operational update.

Positive

• CEO retains a sizeable 371,031-share position, suggesting continued alignment with shareholders.
• Sale disclosed as tax-related and under a Rule 10b5-1 plan, reducing concerns about opportunistic insider selling.

Negative

• Insider selling, even if modest, can be perceived negatively and may raise short-term sentiment concerns.
• Transaction reduces insider ownership by 8,285 shares, though the percentage is small.

Insights

Securities Analyst

TL;DR: Small CEO sale (8,285 shares) for tax withholding; ownership still strong at 371k shares—neutral signal.

The filing discloses a Rule 10b5-1(c) compliant sale to satisfy tax obligations tied to vested stock units. The transaction value (≈$68k) is immaterial relative to both company market cap and the CEO’s remaining stake. Because the stated purpose is tax-related and the CEO retains over 370k shares, I view the event as routine and non-directional. Market impact should be limited unless followed by additional sizeable disposals.

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)
07/10/2025

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	07/10/2025		S(1)		8,285	D	$8.29(2)	371,031	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 $8.20 to $8.36 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	07/14/2025
	** 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

How many IAS shares did CEO Lisa Utzschneider sell?

She sold 8,285 common shares on 07/10/2025.

At what price were the IAS shares sold?

The weighted-average sale price reported was $8.29, with individual trades ranging from $8.20 to $8.36.

Why did the CEO sell IAS shares?

The filing states the sale was a mandatory disposition to cover tax liabilities from the settlement of market stock units.

How many IAS shares does the CEO still own after the sale?

Lisa Utzschneider continues to hold 371,031 shares directly.

Does this Form 4 indicate any derivative security activity?

No. No derivative securities were acquired or disposed of in this filing.

Was the transaction made under a Rule 10b5-1 trading plan?

Yes, the box indicating a Rule 10b5-1(c) trading plan was checked.