[8-K] comScore, Inc. Reports Material Event

Rhea-AI Filing Summary

comScore, Inc. (NASDAQ: SCOR) filed an 8-K on 5 Aug 2025 containing two key disclosures.

• Item 2.02: The company released Q2-25 financial results via a press release (Ex. 99.1). Specific revenue, profit or margin figures are not included in the filing; the exhibit is furnished, not filed, under Exchange Act rules.
• Item 7.01: comScore has retained Goldman Sachs & Co. LLC to advise on “strategic and capital structure alternatives.” Management says an update on potential outcomes will be provided no later than the Q3 earnings call, expected in November 2025. The language signals an active review that could encompass financings, asset sales or other corporate actions, though no details or commitments are given.

The 8-K clarifies that both items are furnished and therefore do not incur liability under Section 18 of the Exchange Act. No other material events, financial statements or pro forma data are included.

Positive

• Engagement of Goldman Sachs suggests proactive pursuit of strategic or capital structure improvements that could unlock shareholder value.
• Commitment to provide an update by November 2025 creates a near-term catalyst and improves timeline transparency.

Negative

• No Q2-25 financial metrics are included in the 8-K, limiting investors’ ability to assess current operating performance from this filing alone.
• Outcome uncertainty: retention of an advisor signals possible change but offers no guarantees, creating execution and valuation risk.

Insights

Equity Research Analyst

TL;DR: Filing signals strategic optionality; no financial detail provided.

The retention of Goldman Sachs elevates the probability of a capital structure event—refinancing, equity infusion or potential sale—within the next quarter. While the lack of embedded financial metrics limits immediate valuation work, the board’s timing commitment (update by Q3 call) places a definable catalyst on the stock. Because the press-release numbers are not here, investors must consult Ex. 99.1 for fundamentals; nevertheless, strategic review news historically drives speculative trading in small-cap analytics names like SCOR.

Corporate Governance Specialist

TL;DR: Board transparency modest; liabilities limited via “furnished” status.

Using the ‘furnished’ designation reduces litigation exposure for forward-looking statements connected to the strategic review. Board engagement of an external advisor demonstrates responsiveness to shareholder pressures but also hints at internal recognition of structural challenges. Absent firm milestones or scope, governance impact is moderately positive yet incomplete until November guidance.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 5, 2025

COMSCORE, INC.

(Exact name of registrant as specified in charter) 

Delaware

001-33520

54-1955550

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11950 Democracy Drive

Suite 600

Reston, Virginia 20190

(Address of principal executive offices, including zip code)

(703) 438–2000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

SCOR

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02 Results of Operations and Financial Condition.

On August 5, 2025, comScore, Inc. (the "Company") issued a press release announcing its financial results for the period ended June 30, 2025. A copy of the press release announcing the foregoing is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filing.

Item 7.01 Regulation FD Disclosure.

As part of an ongoing, previously disclosed strategic review by the Company's Board of Directors, Goldman Sachs & Co. LLC has been retained to advise on strategic and capital structure alternatives for the Company that could benefit stockholders. The Company expects to provide an update on this engagement and any potential outcomes on or before its third-quarter earnings call, currently planned for November 2025.

This Item 7.01 contains forward-looking statements within the meaning of federal and state securities laws, including, without limitation, the Company's expectations and plans regarding its ongoing strategic review and related developments. These statements involve risks and uncertainties that could cause actual events to differ materially from expectations, including, but not limited to, the timing and substance of negotiations with external parties, various consent requirements, market conditions and the Company's ability to achieve its expected outcomes and timelines. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. The Company 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 Current Report on Form 8-K, or to reflect the occurrence of unanticipated events.

The information in this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release dated August 5, 2025
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

comScore, Inc.
By:						/s/ Mary Margaret Curry
						Mary Margaret Curry
						Chief Financial Officer and Treasurer

Date: August 5, 2025

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FAQ

What did comScore (SCOR) announce in its 8-K dated August 5 2025?

SCOR furnished Q2-25 results via a press release and disclosed it hired Goldman Sachs to explore strategic and capital structure alternatives.

Will the strategic review result in a sale of comScore?

The filing only states Goldman Sachs will advise on alternatives; no specific transaction or outcome has been committed.

When will comScore provide an update on the review?

On or before its Q3-25 earnings call, currently planned for November 2025.

Is the Q2-25 press release considered ‘filed’ with the SEC?

No. Item 2.02 designates the release as ‘furnished,’ so it is not subject to Section 18 liability.

Where can investors find comScore’s Q2-25 financial figures?

Full numbers are in Exhibit 99.1 to this 8-K, accessible on the SEC’s EDGAR system.