Integral Ad Science (IAS) Prices 10M Share Secondary Offering at $15/sh

Integral Ad Science Holding Corp. (Nasdaq: IAS) today announced the pricing of an underwritten offering of 10,000,000 shares of its common stock by investment funds affiliated with Vista Equity Partners at a price to the public of $15.00 per share. The offering is expected to close on May 12, 2023, subject to the satisfaction of customary closing conditions. The underwriters will have a 30-day option to purchase up to an additional 1,500,000 shares of IAS's common stock from the Selling Stockholders.

IAS is not offering any shares of common stock in this offering and will not receive any proceeds from the sale of shares by the Selling Stockholders but will bear the costs associated with the sale of such shares, other than any underwriting discounts and commissions.

Morgan Stanley & Co. LLC and Jefferies LLC are acting as lead joint book-running managers and representatives of the underwriters for the offering. Barclays Capital Inc., Wells Fargo Securities, LLC and Evercore Group L.L.C. are acting as joint book-running managers for the offering.

The offering of these securities is being made pursuant to a shelf registration statement on Form S-3 relating to these securities which has been filed with the SEC and became effective upon such filing. The offering will be made only by means of a prospectus supplement and an accompanying prospectus. A copy of the prospectus and prospectus supplement relating to the offering may be obtained, when available, by visiting the SEC's website at www.sec.gov. Alternatively, copies of the prospectus and prospectus supplement relating to the offering may be obtained if you request it by contacting: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, Telephone: 1-866-718-1649, Email: [email protected] or Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, Telephone: (877) 821-7388, Email: [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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