Form 4: Vista Equity Exits IAS Stake in $10.30/Share Merger

Vista Equity Partners entities disposed of over 65 million shares of Integral Ad Science common stock at $10.30 per share following a merger where IAS became a wholly-owned subsidiary.

Summary

• Vista Equity Partners entities, including VEP Group, LLC, disposed of 65,010,001 shares of Integral Ad Science Holding Corp. (IAS) common stock.
• The disposal occurred on December 23, 2025, as a result of a merger agreement dated September 24, 2025.
• IAS merged with Igloo Group Acquisition Company, Inc., becoming a wholly-owned subsidiary of Igloo Group Parent, Inc.
• Each share owned by the reporting persons was cancelled and converted into the right to receive $10.30 in cash.
• The shares were held by Vista Equity Partners Fund VI, L.P. (40,222,196 shares), Vista Equity Partners Fund VI-A, L.P. (24,298,354 shares), and VEPF VI FAF, L.P. (489,451 shares).
• Robert F. Smith, through various entities, is deemed a beneficial owner of these shares.

Sentiment

Score: 8

Explanation: The filing reports the successful completion of a merger where the reporting persons' shares were converted to cash at a specified price, indicating a positive and expected realization of investment for Vista Equity Partners.

Positives

• Reporting persons received a cash payment of $10.30 per share for their entire stake in Integral Ad Science, indicating a successful exit for their investment.
• The merger provides liquidity and a defined return for the Vista Funds' investment in IAS.

Negatives

• The reporting persons no longer hold an equity stake in Integral Ad Science, ending their direct participation in any future growth of the company.

Future Outlook

The filing reports a completed transaction and does not provide forward-looking statements or guidance for Integral Ad Science Holding Corp. or the reporting persons beyond the merger's completion.

Management Comments

• Each of the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company, VEP Group, VEPM and Mr. Smith expressly disclaim beneficial ownership except to the extent of its or his pecuniary interest and the inclusion of the reported securities in this report shall not be deemed an admission by any of the foregoing of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose.

Industry Context

This transaction represents a private equity exit for Vista Equity Partners from Integral Ad Science, a company operating in the digital advertising verification and measurement industry. Such exits are common as private equity firms realize returns on their investments, often through mergers or acquisitions by larger strategic buyers or other investment firms.

Stakeholder Impact

• Shareholders (of IAS prior to merger): Received $10.30 per share in cash, providing liquidity and a defined return.
• Vista Equity Partners (reporting persons): Successfully exited their investment in IAS, realizing a cash return.
• Integral Ad Science (IAS): Became a wholly-owned subsidiary of Igloo Group Parent, Inc., transitioning from a public to a private entity.

Key Dates

Keywords

Integral Ad Science, IAS, Vista Equity Partners, Merger, Acquisition, Form 4, Beneficial Ownership, Stock Disposal, Private Equity Exit, Robert F. Smith