Comscore Completes Recapitalization Transaction with Preferred Stockholders Following Approval from Common Stockholders

Rhea-AI Summary

Comscore (Nasdaq: SCOR) completed a recapitalization with preferred stockholders on Dec 29, 2025 after common stockholder approval on Dec 19, 2025. The transaction exchanged Series B preferred for 9,860,475 shares of common and issued 12,670,863 shares of new Series C preferred, eliminating all Series B shares.

The deal converted $80.8M of liquidation preference into common at $8.19 per share and placed $183.7M into Series C at $14.50 per share; Series C is initially convertible 1:1 and pays no annual dividends. The recapitalization also removed a prior minimum special dividend right of $47.0M.

Positive

• Eliminated annual preferred dividend of $18.0M
• Converted $80.8M liquidation preference into common at $8.19 per share
• Issued 9,860,475 common shares and removed Series B preferred
• New Series C pays no annual dividends and is convertible 1:1

Negative

• Issued 12,670,863 Series C preferred shares, creating potential dilution
• Total issuance of common and preferred could dilute existing holders
• Remaining $183.7M liquidation preference converted to Series C at $14.50 per share

Key Figures

Annual preferred dividend $18.0 million Eliminated as part of recapitalization

Series B exchanged per holder 31,928,301 shares Series B preferred exchanged by each preferred stockholder

Common stock issued 9,860,475 shares Total exchange common shares issued in recapitalization

Series C issued 12,670,863 shares Total new Series C preferred stock issued

Liquidation pref exchanged to common $80.8 million Converted to common at $8.19 per share

Effective common price $8.19 per share Nearly 50% premium to 90‑day VWAP of $5.465

Liquidation pref to Series C $183.7 million Allocated to new Series C preferred at $14.50 per share

Eliminated special dividend right $47.0 million Previous preferred holders’ special dividend right removed

Market Reality Check

$6.76 Last Close

Volume Volume 4,622 is below the 20‑day average of 8,198 (relative volume 0.56x) ahead of this news. low

Technical Price $6.51 is trading above the 200‑day MA of $6.16, despite being 36.04% below the 52‑week high.

Peers on Argus 1 Down

SCOR was down 1.21% with light volume while peers were mixed: SJ +8.14%, BODI +8.77%, GIFT +2.68%, PODC +0.83%, and VBIX -2.29% (also flagged in momentum scanner). This points to stock‑specific dynamics around the recapitalization.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 15	Product expansion	Positive	+8.2%	Expanded cross‑platform campaign measurement to streaming audio and social.
Dec 08	AI usage report	Positive	+0.1%	Released 2025 AI Intelligence Report on generative AI adoption and engagement.
Nov 05	Partnership news	Positive	-8.8%	Partnered with Polaris I/O to automate audience insights in MarketView.
Nov 04	Earnings update	Neutral	-2.0%	Reported Q3 2025 results and proposed recapitalization to retire preferred stock.
Oct 29	Industry report	Positive	+0.4%	Published 2025 State of Streaming report highlighting growth of ad‑supported platforms.

Pattern Detected

SCOR’s stock has generally reacted in line with news tone, with most product and report launches seeing modest positive alignment and one sharp divergence on a partnership announcement.

Recent Company History

Over the last few months, Comscore reported Q3 2025 results with revenue of $88.9 million and outlined a proposed recapitalization to remove >$18 million in annual preferred dividends. Subsequent proxy and regulatory filings detailed issuing 9,860,475 exchange common shares and Series C preferred stock. Alongside AI and streaming reports and product partnerships, this trajectory built toward the completed recapitalization eliminating Series B preferred, aligning governance and capital structure with the roadmap previewed in prior filings.

Market Pulse Summary

This announcement finalized a recapitalization that exchanged legacy Series B preferred into common and new Series C preferred, eliminating an annual preferred dividend of $18 million and a special dividend right of $47.0 million. The deal converted $80.8 million of liquidation preference into common at $8.19 per share, above the 90‑day VWAP of $5.465, and $183.7 million into Series C at $14.50. Investors may track capital allocation and growth investments enabled by this structure change.

Key Terms

preferred stock financial

"recapitalization transaction with its preferred stockholders (Charter Communications..."

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

liquidation preference financial

"the exchange of (i) $80.8 million of existing liquidation preference for common stock..."

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

VWAP financial

"a nearly 50% premium to the 90-day VWAP of $5.465 per share..."

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

convertible financial

"Series C Preferred Stock is convertible into common stock at an initial rate of 1:1..."

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

dividends financial

"The new preferred stock is convertible into common stock at an initial rate of 1:1 and will pay no annual dividends."

Dividends are cash payments a company gives to its shareholders from profits or cash reserves, effectively sharing part of its earnings with owners. They matter to investors because they provide a steady income stream, act like an interest or rent payment on owning the stock, and signal management’s confidence in the business—factors that influence total return and share price. Regular or special dividends can change an investor’s income and reinvestment strategy.

AI-generated analysis. Not financial advice.

Transaction Provides Greater Financial Flexibility to Drive Long-Term Growth
Eliminates Annual Preferred Dividend of $18 Million
Strengthens Corporate Governance and Realignment Among Stockholders

RESTON, Va., Jan. 06, 2026 (GLOBE NEWSWIRE) -- Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today announced that the Company completed its recapitalization transaction with its preferred stockholders (Charter Communications, Liberty Broadband Corporation, and an affiliate of Cerberus Capital Management) on December 29, 2025, following approval by the Company’s common stockholders at a special meeting held on December 19, 2025.

Jon Carpenter, Comscore’s CEO, remarked, “The completion of our recapitalization is an important inflection point for Comscore. We greatly appreciate the support of our stockholders, who overwhelmingly voted in favor of this transaction. Our completed recapitalization will strengthen our corporate governance, provide greater financial flexibility, and better position us to invest in long-term growth as a leader in the transformation of media buying and performance through AI. The improved capital structure and realignment of interests across stockholders are designed to increase market interest in our common stock, improve our public market capitalization, and ultimately drive value for all our stockholders.”

As part of the closing, each preferred stockholder exchanged its 31,928,301 Series B preferred shares for 3,286,825 shares of common stock and 4,223,621 shares of a new Series C preferred stock of the Company. In aggregate, the Company issued 9,860,475 shares of common stock and 12,670,863 shares of Series C preferred stock in the transaction, and all shares of Series B preferred stock were eliminated. Reflecting the closing date of December 29, 2025, the recapitalization implied the exchange of (i) $80.8 million of existing liquidation preference for common stock at an effective price of $8.19 per share, a nearly 50% premium to the 90-day VWAP of $5.465 per share as of the transaction signing date (September 26, 2025), and (ii) $183.7 million of remaining liquidation preference for Series C preferred stock at a price of $14.50 per share. The new preferred stock is convertible into common stock at an initial rate of 1:1 and will pay no annual dividends. The transaction also eliminated the preferred stockholders’ previous right to a special dividend of at least $47.0 million.

About Comscore
Comscore is a global, trusted partner for planning, transacting and evaluating media across platforms. With an unmatched data footprint that combines digital, linear TV, over-the-top and theatrical viewership intelligence with advanced audience insights, Comscore empowers media buyers and sellers to quantify their multiscreen behavior and make meaningful business decisions with confidence. A proven leader in measuring digital and TV audiences and advertising at scale, Comscore is the industry's emerging, third-party source for reliable and comprehensive cross-platform measurement.

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal and state securities laws, including, without limitation, Comscore’s expectations, forecasts, plans and opinions regarding the benefits of the recapitalization transaction and related matters, realignment of stockholder interests, future investment and growth opportunities, the attractiveness of Comscore common stock as an investment opportunity, and improvements in public market capitalization and stockholder value. These statements involve risks and uncertainties that could cause actual events to differ materially from expectations, including, but not limited to, changes in the Company’s business, external market conditions, and Comscore’s ability to achieve its expected strategic, financial and operational plans. For additional discussion of risk factors, please refer to Comscore’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings that Comscore makes from time to time with the SEC, which are available on the SEC's website (www.sec.gov).

Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. Comscore does not intend or undertake, and expressly disclaims, any duty or obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this press release, or to reflect the occurrence of unanticipated events.

Media
Marie Scoutas
Comscore, Inc.
press@comscore.com

Investors
Jackie Marcus or Nick Nelson
Alpha IR Group
(617) 466-9257
investor@comscore.com

FAQ

What did Comscore (SCOR) announce about the recapitalization on Jan 6, 2026?

Comscore announced completion of a recapitalization with preferred holders, effective Dec 29, 2025, exchanging Series B for common and issuing Series C preferred.

How many common shares did Comscore (SCOR) issue in the recapitalization?

The company issued 9,860,475 shares of common stock as part of the transaction.

What happened to Comscore's (SCOR) annual preferred dividend after the recapitalization?

The transaction eliminated the prior annual preferred dividend of $18.0 million and the new Series C pays no annual dividends.

At what price was Comscore's (SCOR) $80.8M liquidation preference converted to common stock?

The $80.8M liquidation preference was exchanged at an effective price of $8.19 per share.

What are the terms of the new Series C preferred stock for Comscore (SCOR)?

Series C was issued at $14.50 per share, is initially convertible into common at 1:1, and will pay no annual dividends.

Did Comscore (SCOR) remove any special dividend rights in the recapitalization?

Yes; the transaction eliminated the preferred stockholders' previous right to a special dividend of at least $47.0M.