[Form 4] Integral Ad Science Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Integral Ad Science Holding Corp. (IAS) – Form 4 (08/02/2025): CEO & Director Lisa Utzschneider reported the automatic conversion (code M) of 19,448 market stock units (MSUs) into an equal number of common shares at a $0 exercise price. The shares were earned under a performance-linked MSU grant dated 17 Jun 2022.

Following the vesting, Utzschneider’s direct ownership rose to 390,479 IAS common shares. She also continues to hold 187,541 un-vested MSUs that settle quarterly through May 2026, subject to employment and share-price hurdles. No shares were sold, so the transaction represents only an increase in insider equity exposure.

• Insider alignment: Additional ownership may strengthen management–shareholder alignment.
• Performance sensitivity: Remaining MSUs can pay from 0 % to 225 % of target, tying compensation to market performance.

Positive

• CEO increased direct ownership by 19,448 shares, enhancing management–shareholder alignment.
• No shares were sold, avoiding negative perception associated with insider disposals.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CEO acquired 19,448 shares via MSU vesting; ownership now 390k shares—no sale, modestly positive signal.

The filing shows a routine vesting of performance-based MSUs, not an open-market purchase. Still, the absence of any concurrent disposition means net insider ownership increased. Larger insider stakes can enhance governance incentives, though the 19.4k increment (<3 % of her total holdings) is relatively small. The remaining 187.5k MSUs, with payouts linked to share-price performance through 2026, maintain a strong pay-for-performance structure. Overall impact on near-term valuation is limited but directionally positive for alignment.

Portfolio Manager

TL;DR: Neutral-to-positive; incremental insider ownership, no cash outflow, insignificant float impact.

The 19,448-share addition equates to roughly 0.01 % of IAS’s 153 M basic shares—immaterial for supply-demand dynamics. Because the exercise price is $0, dilution is minimal and previously accounted for in share-based comp. Investors may view the lack of selling as a mild confidence signal, but vesting schedules largely dictate timing. I categorize the event as not impactful to earnings or cash flow; any market reaction should be modest.

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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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)
08/02/2025

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	08/02/2025		M		19,448(1)	A	$0	390,479	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)	08/02/2025		M			19,448	(3)	(3)	Common Stock, $0.001 par value	19,448	$0	187,541	D

Explanation of Responses:

1. Represents shares of common stock earned upon the vesting of market stock units granted on June 17, 2022.

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 29, 2022 (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 preceding the applicable vesting date divided by (b) the closing stock price on April 29, 2022).

3. The market stock units vest 25% on May 2, 2023 and in equal installments every three months thereafter over a three year period, subject to continued employment.

Remarks:

	/s/ Yossi Almani, by Power of Attorney	08/05/2025
	** 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 acquire on 08/02/2025?

She acquired 19,448 common shares through the vesting of market stock units.

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

Her direct ownership increased to 390,479 common shares plus 187,541 un-vested MSUs.

Did the CEO sell any IAS shares in this Form 4 filing?

No. The filing reflects only an acquisition via MSU vesting; no shares were sold.

Are the remaining market stock units performance-based?

Yes. Payout ranges from 0 % to 225 % of target, tied to share-price performance through May 2026.

Does this Form 4 have a material impact on IAS share count?

Impact is immaterial—19,448 shares represent ≈0.01 % of the basic shares outstanding.