comScore (SCOR) Insider Increases Stake After RSU Conversion Filing

Rhea-AI Filing Summary

comScore, Inc. (SCOR) filed a Form 4 on 20 June 2025 disclosing an insider transaction by director Martin Edward Patterson. On 17 June 2025, Patterson converted 10,739 Restricted Stock Units (RSUs) into the same number of common shares (transaction code “M”) at a stated price of $0.00. The RSUs were granted on 1 July 2024 under the company’s 2018 Equity and Incentive Compensation Plan as compensation for the 2024-2025 director term. They vested in full at the company’s 2025 annual meeting, held on 17 June 2025.

Post-transaction ownership: Patterson now holds 28,682 common shares, reported as direct (D) ownership. The vested shares are deferred and will not be delivered until he separates from service or a change-in-control event occurs, as stipulated in the award notice.

Key takeaways for investors:

• The filing reflects an equity-for-equity conversion; no open-market purchase or sale of shares occurred.
• Because the RSUs represent previously disclosed compensation, the event is largely administrative and does not directly impact cash flows or the share count beyond what was already anticipated in the equity plan dilution schedule.
• The increase in Patterson’s direct shareholdings may be viewed as a modest alignment of director and shareholder interests, but the 10,739-share addition is immaterial in the context of SCOR’s overall float.

Positive

• Director increased direct share ownership by 10,739 shares, modestly aligning interests with shareholders.

Negative

• None.

Insights

Equity Research Analyst

TL;DR: Routine RSU vesting; marginal ownership increase; neutral market impact.

The Form 4 shows Director Patterson taking delivery of previously awarded RSUs, adding 10,739 shares to bring his direct stake to 28,682. No cash outlay or open-market activity occurred, so liquidity and valuation are unaffected. Given SCOR’s share count (>100 million), the incremental ownership is <1 bp, making the event financially immaterial. It does, however, mildly strengthen insider alignment by converting deferred compensation into stock.

Corporate Governance Expert

TL;DR: Standard equity compensation vesting; governance-neutral.

The filing confirms SCOR’s adherence to its 2018 Equity Plan schedule. Vesting at the annual meeting is typical for outside directors. Shares remain deferred until separation, limiting voting dilution today. No Rule 10b5-1 trading plan was referenced, indicating the director simply accepted stock owed. Governance risk remains unchanged.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Patterson Martin Edward

(Last) (First) (Middle)

C/O COMSCORE, INC.

11950 DEMOCRACY DRIVE STE. 600

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [ SCOR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/17/2025		M		10,739	A	$0(1)	28,682	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(1)	06/17/2025		M			10,739	(2)	(2)	Common Stock	10,739	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

2. This restricted stock unit award was granted on 7/1/2024 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2024-2025 director term, vested in full on 6/17/2025, the date of the Company's 2025 annual meeting of stockholders. Vested units are deferred and will be delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

Remarks:

	/s/ Ashley Wright, Attorney-in-Fact	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did SCOR report on Form 4 dated 06/20/2025?

Director Martin Edward Patterson converted 10,739 RSUs into common stock on 06/17/2025.

How many SCOR shares does the director own after the transaction?

Patterson beneficially owns 28,682 common shares following the RSU vesting.

Was cash paid for the SCOR shares acquired?

No. The RSUs converted at $0.00 as part of previously granted equity compensation.

Do the vested RSUs immediately increase SCOR's outstanding share count?

Shares are deferred until the director separates from service or upon a change in control, so immediate dilution is limited.

Does the transaction indicate any buying or selling by the director on the open market?

No. The filing reflects an equity-for-equity conversion; no open-market purchase or sale occurred.