Integral Ad Science insider filing: CEO gains 33,870 vested shares

Rhea-AI Filing Summary

Lisa Utzschneider, Chief Executive Officer and director of Integral Ad Science Holding Corp. (IAS), reported the acquisition of 33,870 shares of common stock on 10/01/2025 through the vesting of market stock units (MSUs) granted April 1, 2024. The shares were recorded at a $0 purchase price because they were issued on vesting. After the transaction, Ms. Utzschneider beneficially owned 414,427 shares of common stock directly and held derivative interests (MSUs) underlying 33,870 additional shares, bringing total derivative-related beneficial ownership to 802,182 shares.

The MSUs reported represent the maximum possible payout (up to 225% of target) and have a minimum payout threshold of 60%. Vesting occurs 25% on April 1, 2025 and then in equal quarterly installments over three years, subject to continued employment. The Form 4 was signed on behalf of the reporting person by power of attorney on 10/02/2025.

Positive

• 33,870 shares vested for the CEO on 10/01/2025, increasing reported direct ownership to 414,427 shares
• The MSU award includes a performance lever up to 225% of target, aligning payout to stock price performance
• Vesting schedule provides ongoing retention: 25% vested on 4/1/2025 and remaining in equal quarterly installments over three years

Negative

• None.

Insights

Corporate Governance Analyst

Insider received vested equity; ownership totals updated.

TL;DR: The CEO/director received 33,870 shares via MSU vesting, increasing direct beneficial ownership to 414,427 shares and reporting derivative interests totaling 802,182 shares.

This filing is a routine disclosure of equity vesting for an executive who is also a director. The report shows the form of compensation (market stock units) and updates the public record of beneficial ownership, which is relevant to governance transparency.

Executive Compensation Specialist

MSU structure ties payout to stock price with a capped uplift.

The MSUs can pay up to 225% of target and have a minimum payout factor of 60%, with vesting that began 4/1/2025 (25%) and continues quarterly over three years. The number of shares that ultimately vest depends on the average stock price before each vesting date relative to the 3/28/2024 reference price stated in the grant mechanics.

These terms indicate performance-linked equity rather than a simple time-only grant; the Form 4 documents a vested tranche being delivered at a $0 issuance price because it is the settlement of earned RSU-like units.

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).

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)
10/01/2025

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	10/01/2025		M		33,870(1)	A	$0	414,427	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)	10/01/2025		M			33,870	(3)	(3)	Common Stock, $0.001 par value	33,870	$0	802,182	D

Explanation of Responses:

1. Represents shares of common stock earned upon the vesting of market stock units granted on April 1, 2024.

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 March 28, 2024 (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 March 28, 2024).

3. The market stock units vest 25% on April 1, 2025 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	10/02/2025
	** 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 insider transaction did IAS CEO Lisa Utzschneider report on Form 4?

She reported the vesting and acquisition of 33,870 shares of common stock on 10/01/2025 resulting from market stock units granted on 4/1/2024.

How many shares does Lisa Utzschneider beneficially own after the transaction (IAS)?

After the reported transaction, she beneficially owned 414,427 shares directly and had derivative interests associated with a total of 802,182 shares.

What price was paid for the vested shares reported on the Form 4 (IAS)?

The shares were issued on vesting at a recorded purchase price of $0, reflecting settlement of MSUs rather than a cash purchase.

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

The MSUs can pay up to 225% of target with a minimum payout threshold of 60%; the earned shares are determined by comparing the average stock price before vesting to the 3/28/2024 reference price.

When do the MSUs vest for IAS executive awards?

Vesting occurred 25% on 4/1/2025 and the remainder vests in equal installments every three months over a three-year period, subject to continued employment.