Comscore Inc SEC Filings

comScore, Inc. reported an insider transaction involving major holder Pine Investor, LLC, which is affiliated with Cerberus Capital Management, L.P. On December 29, 2025, Pine Investor exchanged 31,928,301 shares of Series B Convertible Preferred Stock for 4,223,621 shares of Series C Convertible Preferred Stock and 3,286,825 shares of common stock. The exchange was approved by the board of directors and is described as exempt from Section 16(b) under Rule 16b-3(d).

The filing also notes that the Series C Preferred Stock is convertible into common stock on a one-for-one basis, with a limitation that prevents the holder from beneficially owning more than 49.99% of outstanding common shares after conversion. In addition, a prorated stock award of 5,000 restricted stock units granted to director Robert Davenport will vest by the earlier of the 2026 annual meeting, June 30, 2026, or a change in control and has been assigned to Cerberus Capital Management, L.P.

comScore, Inc. director reports vesting of restricted stock units tied to board resignation. On 12/29/2025, 10,000 restricted stock units converted into 10,000 shares of comScore common stock at an exercise price of $0, as shown by the matching movement between the derivative and non-derivative tables.

The Form 4 shows the reporting person as a director filing individually. The restricted stock units were originally granted on 7/1/2025 under the comScore, Inc. 2018 Equity and Incentive Compensation Plan and vested in full on 12/29/2025 upon the reporter's resignation from the Board of Directors in connection with a previously disclosed recapitalization transaction. After this transaction, the reporting person directly owns 38,682 shares of comScore common stock.

comScore, Inc. director filed an initial ownership report showing no current stake in the company’s stock. As of the event date of 12/29/2025, the filing reports that the director beneficially owns no non-derivative securities of comScore, with Table I listing "No securities beneficially owned" and an amount of 0 shares held directly. Table II for derivative securities is empty, indicating no options, warrants, or other derivative interests are reported. The form is filed by a single reporting person and includes a power of attorney reference noted as "Exhibit 24 - Davenport POA."

Comscore, Inc. (SCOR) director reported an open-market sale of common stock. On 11/14/2025, the reporting person sold 9,900 shares of Comscore common stock at a weighted average price of $6.55 per share, with individual trade prices ranging from $6.50 to $6.68.

After this transaction, the director beneficially owns 187,473 shares of Comscore common stock and indicates the sale was made for tax and estate planning purposes. The director notes retaining 91% of the securities that were reported as beneficially owned prior to the first sale on 11/10/2025.

comScore (SCOR) reported an insider transaction on a Form 4. A director sold common stock on 11/12/2025 in two trades: 1,934 shares at a weighted average price of $6.85 and 68 shares at a weighted average price of $6.99. Following these transactions, the director beneficially owned 197,373 shares, held directly.

Footnotes state the sales were made for tax and estate planning purposes. The prices reflect multiple executions within disclosed ranges, and detailed breakdowns are available upon request.

Comscore, Inc. (SCOR) reported insider activity by a director. The filing shows open‑market stock sales on 11/10/2025 and 11/11/2025: 2,206 shares at a weighted average price of $7.57 (range $7.50–$7.70), 835 shares at a weighted average $7.08 (range $7.05–$7.12), and 2,900 shares at $7.13. After these transactions, the director directly owned 199,375 shares.

The footnotes state the sales were made for tax and estate planning purposes. Prices reflect weighted averages across multiple trades as disclosed.

Comscore, Inc. (SCOR) called a special meeting on December 19, 2025 to seek stockholder approvals for a recapitalization with its preferred stockholders. The proposals cover the issuance of Common Stock and new Series C Preferred Stock, approval by disinterested stockholders, an amendment to the certificate of incorporation to authorize sufficient shares, and a potential adjournment.

If approved and upon closing, Series C Preferred Stock will be convertible into 12,670,863 shares of Common Stock, and Comscore will issue 9,860,475 shares of Exchange Common Stock to the preferred holders. On an as‑converted basis, the preferred holders are expected to own about 82% of total Common Stock immediately after closing, with substantial dilution to current holders. The effective issuance price for Exchange Common Stock will be at least $8.11 per share, and the initial Series C conversion price is $14.50 per share.

The preferred holders will be subject to a six‑month lock‑up, with transfers generally permitted at or above $12.50 per share. The company notes potential downward pressure on the market price when shares become sale‑eligible. As of October 31, 2025, shares outstanding were 5,015,664 Common and 95,784,903 Series B Preferred (representing 4,697,829 Common on an as‑converted voting basis).

Comscore, Inc. filed its Q3 2025 10‑Q, reporting quarterly revenue of $88.9 million and income from operations of $1.7 million. Net income was $0.5 million, but after $5.0 million of preferred dividends, net loss available to common stockholders was $4.5 million, or $0.86 per share. Year‑to‑date revenue reached $264.0 million.

Cash and cash equivalents were $26.7 million, with a $45.0 million secured term loan outstanding (stated rate 11.26%). Operating cash flow for the first nine months was $19.5 million. Stockholders’ equity was a deficit of $26.3 million. As of November 3, 2025, 5,015,664 common shares were outstanding.

The company announced Exchange Agreements with Charter, Liberty, and Pine under which each would exchange Series B Preferred into 4,223,621 shares of new Series C Preferred and 3,286,825 common shares, subject to stockholder approval. If consummated, Comscore would retire the Series B, eliminate related annual dividend rights and remove the Preferred holders’ special dividend right of at least $47.0 million. Comscore also agreed to pay each Preferred holder a one‑time $2.0 million cash payment on June 30, 2028.

Comscore, Inc. furnished its financial results for the period ended September 30, 2025 and announced a conference call for November 4, 2025. The release includes condensed balance sheets, statements of operations and comprehensive income (loss), non-GAAP reconciliations, and solution group revenue schedules. The company will provide statements of cash flows in its upcoming Form 10‑Q for the same period.

Comscore also outlined a proposed Exchange with Charter, Liberty Broadband, and Pine. At closing, each Preferred Stockholder would exchange 31,928,301 shares of Series B Convertible Preferred Stock for 4,223,621 shares of new Series C Convertible Preferred Stock and 3,286,825 shares of common stock. The closing is subject to stockholder approval, and the company currently intends to hold a special meeting in December 2025 to seek approval and, if approved, close shortly thereafter. Materials regarding the Exchange were posted on the investor relations site and referenced on the call.