comScore Form 4: 10,739 RSUs Convert to Shares for Director Brian Wendling

Rhea-AI Filing Summary

comScore, Inc. (SCOR) Form 4 highlights

• Director Brian J. Wendling converted 10,739 restricted stock units (RSUs) into the same number of common shares on 06/17/2025 (Transaction Code M).
• The RSUs were granted on 07/01/2024 for the 2024-2025 director term under the 2018 Equity and Incentive Compensation Plan and vested in full at the 2025 annual shareholder meeting.
• Shares were acquired at $0 cost; no open-market purchase or sale occurred.
• Wendling’s direct beneficial ownership increased to 32,507 shares after the transaction.
• Vested shares are deferred and will be delivered only upon separation from service or a change in control, as specified in the award notice.

The filing represents a routine equity-compensation vesting event, with no immediate cash flow or dilution implications for existing shareholders.

Positive

• Director acquired 10,739 shares, raising total holdings to 32,507, modestly increasing insider ownership and aligning incentives.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU vesting, neutral valuation impact.

The transaction simply converts previously granted RSUs into common shares at no cost, increasing the director’s holdings to 32,507 shares. Because no shares were sold and no cash exchanged hands, the filing does not alter comScore’s cash position, share count, or operating outlook. While insider accumulation can be viewed as a positive signal, the small size relative to SCOR’s float and its pre-scheduled nature under the 2018 plan render the event immaterial for valuation. I classify the impact as neutral.

Corporate Governance Specialist

TL;DR: Governance-aligned, standard compensation event.

This Form 4 shows that comScore continues to deliver equity-based compensation in line with its incentive plan, aligning director incentives with shareholder interests. The deferred-delivery feature discourages short-termism. However, because the conversion follows a preset vesting schedule and involves no market transaction, it offers little new information about board sentiment or future governance shifts. Overall, the filing is routine and carries no significant governance red flags.

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^*

Wendling Brian J

(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)	32,507	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

How many comScore (SCOR) shares did Director Brian J. Wendling acquire?

He acquired 10,739 common shares through the vesting of restricted stock units.

Was there any cash outlay for the RSU conversion reported in the Form 4?

No. The RSUs converted at $0 cost, typical for equity-compensation vesting.

What is Wendling’s total beneficial ownership after the transaction?

Following the conversion, Wendling holds 32,507 SCOR shares directly.

When did the restricted stock units originally vest?

They vested in full on 06/17/2025, the date of comScore’s 2025 annual meeting.

Will the acquired shares be delivered immediately?

No. Delivery is deferred until separation from service or a change in control, per the award terms.