[Form 4] comScore, Inc. Insider Trading Activity

Rhea-AI Filing Summary

comScore, Inc. (SCOR) filed a Form 4 disclosing that director Leslie Gillin received an equity grant on 01 Jul 2025.

• Security granted: 10,000 Restricted Stock Units (RSUs), each convertible into one common share.
• Valuation basis: The award equals US$120,000 divided by an assumed share price of US$12.00.
• Vesting terms: RSUs vest in full on the earliest of (i) the 2026 annual meeting, (ii) 30 Jun 2026, or (iii) a change-of-control, provided the director remains on the Board. Shares are delivered upon separation from service or change-of-control.
• Ownership impact: Following the grant, Gillin beneficially owns 10,000 derivative securities representing common stock; no open-market transactions or cash purchases were reported.
• Governance note: The Board cut the target equity retainer from US$170,000 to US$120,000 and used a higher reference price, reducing share count by ~70%. The company positions this as closer alignment with shareholder interests and reduced dilution.

No other acquisitions, dispositions or indirect holdings were reported.

Insights

Corporate Governance Analyst

TL;DR: Routine RSU grant; lower director pay signals cost discipline but negligible valuation impact.

The filing records a single, compensatory grant of 10,000 RSUs to director Leslie Gillin under the 2018 Equity & Incentive Plan. The move is neutral for near-term valuation: it neither injects cash nor indicates insider conviction via open-market buying. Governance-wise, cutting the target retainer from US$170k to US$120k and adopting a higher share-price divisor trims potential dilution and demonstrates some cost sensitivity. However, at roughly 0.01% of SCOR’s outstanding shares, the dilution effect is immaterial. Investors may view the pay reset modestly favorably, but the event is not likely to move the stock.

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

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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^*

Banerjee Nana

(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)
07/01/2025

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

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)	07/01/2025		A		10,000		(2)	(2)	Common Stock	10,000(3)	$0	10,000	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 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2025-2026 director term, will vest in full on the earliest of (i) the date of the Company's 2026 annual meeting of stockholders, (ii) June 30, 2026, and (iii) the date of a change in control of the Company, subject in each case to the reporter's continued status as a member of the Company's Board of Directors on the vesting date. Vested units will be deferred and 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.

3. The number of shares subject to this restricted stock unit award was determined by dividing $120,000 by $12. This represents a significant reduction in compensation compared to the Company's prior director compensation program, which prescribed dividing $170,000 by the closing market price of the common stock on the date of grant, which was $5.07. The Board of Directors elected to reduce the target compensation level and use the higher price in order to further align directors' interests with those of the Company's common stockholders.

Remarks:

	/s/ Ashley Wright, Attorney-in-Fact	07/03/2025
	** 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).
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FAQ

What did comScore (SCOR) disclose in the July 2025 Form 4?

Director Leslie Gillin was granted 10,000 RSUs on 01 Jul 2025 as part of her 2025-2026 Board compensation.

How is the number of RSUs calculated for the director award?

The company divided US$120,000 by an assumed share price of US$12.00, resulting in 10,000 units.

When do the RSUs granted to Leslie Gillin vest?

They vest in full on the earliest of the 2026 annual meeting, 30 Jun 2026 or a change of control, subject to continued Board service.

How does the 2025-2026 director compensation compare with the prior program?

The target value fell to US$120k from US$170k, and the reference share price rose, reducing the share count by roughly 70 %.

What is the director’s beneficial ownership after the reported transaction?

Gillin now beneficially owns 10,000 derivative securities representing common stock; no common shares were directly acquired.