[Form 4] comScore, Inc. Insider Trading Activity

Rhea-AI Filing Summary

comScore, Inc. (SCOR) – Form 4 insider filing

Director Matthew F. McLaughlin received an equity grant of 10,000 restricted stock units (RSUs) on 07/01/2025 under the company’s 2018 Equity and Incentive Compensation Plan. Each RSU represents one share of common stock.

Vesting schedule: the award vests in full on the earliest of (i) the 2026 annual shareholder meeting, (ii) 30 June 2026, or (iii) a change-of-control event, subject to continued board service. Shares are delivered after separation from service or a change of control.

Compensation changes: the grant’s fair-value target is $120,000, calculated by dividing the target amount by a reference price of $12.00. This represents a significant reduction from the prior director compensation formula, which allocated $170,000 divided by the market price at grant (previously $5.07). The Board reduced overall compensation and applied a higher share price to more closely align directors’ incentives with long-term shareholder value.

Post-transaction ownership: McLaughlin now beneficially owns 10,000 derivative securities (RSUs) held directly; no non-derivative common shares were reported.

The filing is routine and involves no open-market transactions, cash outflow, or immediate dilution; it primarily signals a shift in board compensation structure rather than a material operational event.

Positive

• Director compensation lowered to $120,000 from $170,000, signalling cost discipline and stronger alignment with shareholders.
• No cash expense; equity-based compensation preserves liquidity while limiting dilution to only 10,000 shares.

Negative

• Minor dilution from issuance of 10,000 new shares when RSUs settle, although impact is negligible given SCOR’s share count.

Insights

Equity Compensation Specialist

TL;DR – Routine RSU grant, slightly shareholder-friendly due to lower pay target.

The award is standard annual board compensation but the Board cut the target from $170k to $120k and used a higher $12 reference price, reducing share count versus prior practice. At today’s ~$**share price** (not provided here), the grant could be modestly anti-dilutive compared with history. No insider buying or selling occurred, so market impact is minimal. Overall, the move modestly improves pay-for-performance alignment yet is not financially material to SCOR’s capital structure.

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^*

McLaughlin Matthew F.

(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).
** 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 did comScore (SCOR) disclose in the latest Form 4?

Director Matthew F. McLaughlin received 10,000 RSUs valued at $120,000 as part of 2025-2026 board compensation.

When will the 10,000 RSUs granted to Director McLaughlin vest?

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

How does the new director compensation compare to the prior program?

The target value dropped to $120,000 from $170,000 and uses a $12 reference price, reducing both cost and share count.

Does the Form 4 indicate insider buying or selling of SCOR shares?

No. The filing records an equity award; there were no open-market purchases or sales.

Will the RSU grant cause immediate dilution for shareholders?

No immediate dilution occurs; dilution arises only when the units convert to common shares after vesting and settlement.