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comScore (SCOR) CEO granted time-based and performance RSU awards

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

McLaughlin Matthew F. reported acquisition or exercise transactions in this Form 4 filing.

COMSCORE, INC. Chief Executive Officer Matthew F. McLaughlin reported two new equity awards in the form of restricted stock units (RSUs). He received 400,000 time-based RSUs that vest in three equal annual installments beginning on 5/28/2027, subject to continued employment.

He also received 303,030 performance-based RSUs that are eligible to vest on 5/28/2029 if specified stock price goals between $14.50 and $22.50 are achieved on or before that date. Each RSU represents a contingent right to receive one share of comScore common stock, with vested units delivered upon separation from service or a change in control, as outlined in the award agreements.

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Insights

CEO receives new time-based and performance RSUs as part of equity compensation.

comScore’s CEO, Matthew F. McLaughlin, was granted 400,000 time-based RSUs and 303,030 performance-based RSUs under the 2018 Equity and Incentive Compensation Plan. These awards are stock-based compensation, not open-market purchases or sales, and therefore carry limited trading signal.

The time-based RSUs vest in three annual tranches starting on 5/28/2027, encouraging retention. The performance-based RSUs can vest on 5/28/2029 only if stock price goals between $14.50 and $22.50 are achieved, aligning a portion of CEO pay with longer-term share price performance.

Insider McLaughlin Matthew F.
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 303,030 $0.00 $0.00
Grant/Award Restricted Stock Units 400,000 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 703,030 shares (Direct)
Footnotes (3)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.
  2. F2. This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan and a compensation agreement with the reporter. This award vests in three equal annual installments beginning on 5/28/2027 subject to the reporter's continued employment with the Company through each vesting date. Vested units will be deferred and delivered in shares of common stock on the earlier of a separation from service or a change in control of the Company, as set forth in the applicable award agreement.
  3. F3. This performance-based restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan and a compensation agreement with the reporter. This award will be eligible to vest on 5/28/2029 subject to the achievement of certain stock price goals ranging from $14.50 to $22.50 on or prior to the vesting date. The reporter may earn up to 100% of the number of performance-based restricted stock units granted, depending on the level of achievement. Vested units will be deferred and delivered in shares of common stock on the earlier of a separation from service or a change in control of the Company, as set forth in the applicable award agreement.
Time-based RSU grant 400,000 RSUs Granted to CEO; vest in three equal annual installments beginning 5/28/2027
Performance RSU grant 303,030 RSUs Performance-based; eligible to vest on 5/28/2029 if stock price goals met
Stock price goals range $14.50–$22.50 Price targets that govern vesting eligibility of performance-based RSUs by 5/28/2029
Maximum performance RSU earn-out Up to 100% CEO may earn up to 100% of granted performance RSUs based on goal achievement
RSU-to-share ratio 1 RSU : 1 share Each restricted stock unit represents a contingent right to one comScore common share
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share of the Company's common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock unit financial
"This performance-based restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan"
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
2018 Equity and Incentive Compensation Plan financial
"was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan and a compensation agreement"
change in control financial
"delivered in shares of common stock on the earlier of a separation from service or a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
stock price goals financial
"subject to the achievement of certain stock price goals ranging from $14.50 to $22.50 on or prior to the vesting date"

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FAQ

What equity awards did comScore (SCOR) CEO Matthew McLaughlin receive?
Matthew McLaughlin received two new restricted stock unit awards: 400,000 time-based RSUs and 303,030 performance-based RSUs. Each RSU represents a contingent right to receive one share of comScore common stock, subject to vesting conditions described in the award agreements.

How do the time-based RSUs for comScore (SCOR) CEO vest?
The 400,000 time-based RSUs vest in three equal annual installments beginning on May 28, 2027. Vesting is conditioned on Matthew McLaughlin’s continued employment with comScore through each vesting date, supporting multi-year retention incentives for the Chief Executive Officer.

What are the performance conditions on comScore (SCOR) CEO’s performance RSUs?
The 303,030 performance-based RSUs are eligible to vest on May 28, 2029, if specific stock price goals between $14.50 and $22.50 are achieved on or before that date. Depending on achievement, the CEO may earn up to 100% of the granted performance units.

When will comScore (SCOR) CEO’s vested RSUs be delivered as shares?
For both time-based and performance-based RSUs, vested units will be deferred and delivered in shares of comScore common stock. Delivery occurs on the earlier of a separation from service or a change in control, as specified in the applicable award agreements.

Does the comScore (SCOR) CEO Form 4 show any stock sales or purchases?
The Form 4 reports grants of restricted stock units to the CEO and no open-market stock purchases or sales. Both transactions are coded as awards (Code A), reflecting compensation-related equity grants rather than discretionary trading in comScore common shares.
SEC Form 4
FORM 4UNITED 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 VIRGINIA 20190
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [ SCOR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(1)06/16/2026A303,030 (2) (2)Common Stock303,030$0303,030D
Restricted Stock Units$0(1)06/16/2026A400,000 (3) (3)Common Stock400,000$0400,000D
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 and a compensation agreement with the reporter. This award vests in three equal annual installments beginning on 5/28/2027 subject to the reporter's continued employment with the Company through each vesting date. Vested units will be deferred and delivered in shares of common stock on the earlier of a separation from service or a change in control of the Company, as set forth in the applicable award agreement.
3. This performance-based restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan and a compensation agreement with the reporter. This award will be eligible to vest on 5/28/2029 subject to the achievement of certain stock price goals ranging from $14.50 to $22.50 on or prior to the vesting date. The reporter may earn up to 100% of the number of performance-based restricted stock units granted, depending on the level of achievement. Vested units will be deferred and delivered in shares of common stock on the earlier of a separation from service or a change in control of the Company, as set forth in the applicable award agreement.
Remarks:
/s/ Ashley Wright, Attorney-in-Fact06/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR