comScore (NASDAQ: SCOR) discloses Series B to Series C preferred stock exchange

Rhea-AI Filing Summary

comScore, Inc. reported an insider transaction involving major holder Pine Investor, LLC, which is affiliated with Cerberus Capital Management, L.P. On December 29, 2025, Pine Investor exchanged 31,928,301 shares of Series B Convertible Preferred Stock for 4,223,621 shares of Series C Convertible Preferred Stock and 3,286,825 shares of common stock. The exchange was approved by the board of directors and is described as exempt from Section 16(b) under Rule 16b-3(d).

The filing also notes that the Series C Preferred Stock is convertible into common stock on a one-for-one basis, with a limitation that prevents the holder from beneficially owning more than 49.99% of outstanding common shares after conversion. In addition, a prorated stock award of 5,000 restricted stock units granted to director Robert Davenport will vest by the earlier of the 2026 annual meeting, June 30, 2026, or a change in control and has been assigned to Cerberus Capital Management, L.P.

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

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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^*

Cerberus Capital Management, L.P.

(Last) (First) (Middle)

875 THIRD AVENUE

11TH FLOOR

(Street)

NEW YORK NY 10022

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

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

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

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

	Form filed by One Reporting Person
X	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	12/29/2025		A		3,286,825	A	(1)	3,396,479	I	See Footnote(2)

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
Series B Convertible Preferred Stock	(1)	12/29/2025		D			31,928,301	(1)	(1)	Common Stock	1,717,072(3)	$0	0	I	See Footnote(2)
Series C Convertible Preferred Stock	(1)	12/29/2025		A		4,223,621		(4)	(4)	Common Stock	(4)	(4)	4,223,621	I	See Footnote(2)
Restricted Stock Units	(5)	12/29/2025		A		5,000		(5)	(5)	Common Stock	5,000	$0	5,000	I	See Footnote(2),(5)

1. Name and Address of Reporting Person^*

Cerberus Capital Management, L.P.

(Last) (First) (Middle)

875 THIRD AVENUE

11TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Pine Investor, LLC

(Last) (First) (Middle)

875 THIRD AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This Form 4 is being filed in connection with the consummation on December 29, 2025 of the exchange contemplated by the Stock Exchange Agreements, dated September 26, 2025, pursuant to which Pine Investor, LLC exchanged 31,928,301 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") previously held by it for: (i) 4,223,621 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), and (ii) 3,286,825 shares of common stock, par value $0.001 per share of comScore, Inc. (the "Company", and such exchange, the "Exchange"). The Exchange reported herein was approved by the Board of Directors of the Company and is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d) thereunder.

2. Pine Investor, LLC is the record holder of the securities reported herein. Cerberus Capital Management, L.P., either directly or through one or more intermediate entities, including Pine Investor, LLC, possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company reported herein.

3. Represents the number of shares of common stock, par value $0.001 per share, of the Company ("Common Stock") issuable upon conversion of the Series B Convertible Preferred Stock immediately prior to the Exchange, based on the then-effective conversion rate.

4. The Series C Preferred Stock is convertible at any time, at the holder's election, into shares of Common Stock on a one-for-one basis, subject to the terms of the Certificate of Designations of Series C Preferred Stock filed with the Secretary of State of the State of Delaware, as may be amended from time to time. Conversion of the Series C Preferred Stock is subject to certain limitations, including a restriction that prohibits conversion to the extent such conversion would result in the holder beneficially owning more than 49.99% of the outstanding shares of Common Stock immediately following such conversion. The Series C Preferred Stock has no expiration date.

5. Each restricted stock unit represents a right to receive one share of Common Stock. The restricted stock unit award reported herein (the "Stock Award") represents a prorated grant of 5,000 restricted stock units issued to Robert Davenport in connection with his service as a member of the Company's board of directors and pursuant to the Company's standard director compensation program. The Stock Award will vest on the earliest of the Company's 2026 annual meeting of stockholders, June 30, 2026 or a change in control of the Company, with vested units to be deferred and delivered in shares of Common Stock upon the earlier of his separation from service or a change in control of the Company. Pursuant to a director fee assignment agreement dated as of December 29, 2025, Mr. Davenport has assigned to Cerberus Capital Management, L.P. all of his rights and interests in the Stock Award and any shares of common stock issuable upon settlement thereof.

Remarks:

For the purposes of Section 16 of the Securities Exchange Act, the interests of Cerberus Capital Management, L.P. and Pine Investor, LLC reported herein are limited to the pecuniary interest, if any, of each of Cerberus Capital Management, L.P. and Pine Investor, LLC, respectively, in such securities.

	Cerberus Capital Management, L.P., By: /s/ Alexander D. Benjamin	12/31/2025
	Pine Investor, LLC, By: /s/ Alexander D. Benjamin	12/31/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did comScore (SCOR) report in this Form 4?

comScore reported that Pine Investor, LLC exchanged 31,928,301 shares of Series B Convertible Preferred Stock for 4,223,621 shares of Series C Convertible Preferred Stock and 3,286,825 shares of common stock on December 29, 2025, with the exchange approved by the board.

Who is the reporting owner in the comScore (SCOR) Form 4 filing?

The securities are held of record by Pine Investor, LLC, and Cerberus Capital Management, L.P., directly or through intermediate entities including Pine Investor, LLC, has sole power to vote and dispose of the comScore securities reported.

How is comScore's Series C Preferred Stock described in this Form 4?

The Series C Preferred Stock is convertible at any time at the holder’s election into comScore common stock on a one-for-one basis, subject to terms in its Certificate of Designations, and may not be converted to the extent conversion would cause the holder to own more than 49.99% of outstanding common stock. It has no expiration date.

What happened to the Series B Convertible Preferred Stock held by Pine Investor, LLC?

Pine Investor, LLC exchanged 31,928,301 shares of comScore Series B Convertible Preferred Stock for shares of Series C Preferred Stock and common stock in the transaction completed on December 29, 2025, and the Form 4 shows zero derivative securities remaining from that Series B position.

What restricted stock units were reported for comScore (SCOR) director Robert Davenport?

The filing reports a grant of 5,000 restricted stock units, each representing one share of comScore common stock. The award will vest on the earliest of the 2026 annual meeting of stockholders, June 30, 2026, or a change in control, and has been assigned by Robert Davenport to Cerberus Capital Management, L.P.

Is the comScore insider exchange transaction exempt from Section 16(b)?

The exchange of Series B Convertible Preferred Stock for Series C Preferred Stock and common stock is stated to be exempt from Section 16(b) of the Securities Exchange Act under Rule 16b-3(d), and it was approved by comScore’s board of directors.

What limitation on beneficial ownership is disclosed for comScore’s Series C Preferred Stock?

The filing discloses a limitation that conversion of the Series C Preferred Stock is restricted so that a holder may not convert if it would result in beneficial ownership of more than 49.99% of comScore’s outstanding common stock immediately after such conversion.