Integral Ad Science Holding Corp. Completes Merger and Changes Control

On December 23, 2025, Integral Ad Science Holding Corp. (the "Company") announced the completion of its merger with Igloo Group Acquisition Company, Inc., a subsidiary of Igloo Group Parent, Inc., an affiliate of Novacap Management Inc. As a result of the merger, the Company has become a wholly owned subsidiary of Parent, and a change in control has occurred. The transaction was valued at approximately $1.6 billion. Concurrently with the merger, Parent entered into a new Credit Agreement, and the Company terminated its previous Credit Agreement dated September 29, 2021. The merger involved the conversion of the Company's common stock into a right to receive $10.30 in cash per share. Outstanding stock options and restricted stock units were either cancelled, converted into cash payments, or converted into contingent cash awards or replacement unit awards, subject to various terms and vesting conditions. The Company has requested Nasdaq to delist its common stock and intends to deregister it under the Exchange Act, suspending its reporting obligations. Effective as of the merger, the Company's previous directors resigned, and new directors from Merger Sub became the directors of the surviving corporation. The Company also entered into retention bonus agreements with its CEO and CFO, totaling $4.6 million, with specific vesting schedules tied to continued employment and the merger's effective time. The Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws became effective, reflecting the changes resulting from the merger.