Comscore Inc SEC Filings

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.

Comscore called a special meeting to seek stockholder approvals for a recapitalization with its preferred holders. If approved, the company will issue 9,860,475 shares of Exchange Common Stock and create Series C Preferred Stock convertible into 12,670,863 shares of Common Stock, eliminate preferred dividends, and realign governance.

The Board, guided by a special committee of disinterested directors, unanimously recommends voting “for” the proposals. The company states the effective issuance price for Exchange Common Stock will be at least $8.11 per share, and the Series C Preferred Stock will have an initial conversion price of $14.50 per share.

Comscore expects the preferred holders to own approximately 82% of the company on an as-converted basis after closing, with each able to designate one director and jointly nominate one additional director to a seven‑member Board. A six‑month lock‑up applies to certain transfers unless the per‑share price is at least $12.50, and the company agreed to use reasonable best efforts to register resales within six months. Approval thresholds include Nasdaq Listing Rules, a disinterested stockholder vote, and amendments to the certificate of incorporation.

Liberty Broadband Corporation filed Amendment No. 2 to its Schedule 13D regarding its stake in comScore, Inc. The amendment discloses a Stock Exchange Agreement dated September 26, 2025 under which Liberty Broadband will exchange its 31,928,301 shares of comScore Series B Convertible Preferred Stock for (i) 4,223,621 shares of newly designated Series C Convertible Preferred Stock and (ii) 3,286,825 shares of comScore common stock at the closing. The filing reports that, as a result of its convertible preferred holdings, Liberty Broadband beneficially owns 1,717,072 shares of common stock, representing approximately 25.5% of outstanding common shares on the stated basis. The parties will enter into a Second Amended and Restated Stockholders Agreement governing board composition and transfer and voting restrictions; related agreements and amendments are filed as exhibits.

Charter-related parties disclose a 24.55% economic interest in comScore (SCOR) and describe a Stock Exchange Agreement to convert Series B Preferred into Series C Preferred and common shares. The filing reports the Reporting Persons collectively beneficially own 1,631,889 shares of common stock on an as-converted basis, including 31,928,301 shares of Series B Convertible Preferred Stock convertible into 1,603,578 common shares and 28,311 deferred RSUs. Under the Exchange Agreement, comScore will exchange the Series B Preferred for 4,223,621 shares of Series C Convertible Preferred and 3,286,825 shares of common stock and pay $2,000,000 to Charter Holding Company on June 30, 2028 if the Closing occurs. A Stockholder Support Agreement and a Second Amended and Restated Stockholders Agreement set voting, director designation and transfer restrictions tied to ownership thresholds.

Amendment No. 5 to a Schedule 13D reports that Pine Investor, LLC and Cerberus Capital Management, L.P. together beneficially own 1,830,579 shares of comScore, Inc., representing approximately 27.2% of common stock on an as-converted basis. The holding includes 1,717,072 shares issuable upon conversion of Series B Preferred Stock, 109,654 outstanding common shares, and 3,853 vested deferred stock units. The filing describes executed Exchange Agreements to swap Series B Preferred Stock for Series C Preferred Stock and Exchange Common Stock, related Support Agreements to vote for required stockholder approvals, and a Second Amended and Restated Stockholders Agreement that specifies Board composition, voting thresholds, transfer restrictions, standstill provisions, registration-rights amendments, and a $2.0 million one-time cash payment to each Stockholder payable June 30, 2028, contingent on closing.