Integral Ad Science completes $1.9B acquisition by Novacap; stockholders to receive $10.30/share

INTEGRAL AD SCIENCE HOLDING CORP.

All-cash merger valued at ~$1.9B enterprise; equity purchase price ~$1.6B.
Shareholders receive $10.30 per share; stock ceased trading on Nasdaq.
CEO Lisa Utzschneider awarded $4M retention bonus; CFO Alpana Wegner $0.6M.
Entire board of directors resigned; new directors appointed from Merger Sub.
Prior credit agreement terminated; new $X credit facility entered with RBC.

item 1.01 item 1.02 item 2.01 item 3.03 item 5.01 item 5.02 item 5.03 item 2.03 item 3.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

INTEGRAL AD SCIENCE HOLDING CORP.: Amended and restated certificate of incorporation at Effective Time pursuant to merger.

Change: charter amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, at the Effective Time and by virtue of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

INTEGRAL AD SCIENCE HOLDING CORP.: Bylaws of surviving corporation were amended and restated in their entirety after Effective Time.

Change: bylaw amendment

Exact text from the filing

Immediately after the Effective Time, the bylaws of the surviving corporation were amended and restated in their entirety

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

INTEGRAL AD SCIENCE HOLDING CORP. terminated Credit Agreement, dated as of September 29, 2021, as amended with PNC Bank, National Association, as administrative agent valued at Termination of Credit Agreement in connection with merger (effective 2025-12-23).

Action: termination
Agreement: credit facility
Counterparty: PNC Bank, National Association, as administrative agent
Value: Termination of Credit Agreement in connection with merger
Effective: 2025-12-23

Exact text from the filing

Concurrently with the closing of the Merger, the Company (i) terminated that certain Credit Agreement, dated as of September 29, 2021, as amended, among Integral Ad Science, Inc., Kavacha Holdings, Inc., the other loan parties party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent, (ii) released all liens and security interests created and terminated all guarantees provided, in each case, in connection therewith and (iii) terminated all other obligations outstanding thereunder.

View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR

accession 0001140361-25-046475

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.