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Cerberus affiliate Pine Investor (SCOR) reports 16,461 comScore RSU grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COMSCORE, INC. reported an insider equity award linked to Cerberus Capital Management and its affiliate Pine Investor, LLC. An indirect holding associated with Cerberus acquired 16,461 shares of common stock in the form of a stock award issued to director Robert Davenport as part of the company’s standard director compensation program. These restricted stock units each represent one share and will vest on the earlier of comScore’s 2027 annual meeting, June 30, 2027, or a change in control, with delivery of shares deferred until Mr. Davenport’s separation from service or a change in control. Cerberus’ beneficial ownership also reflects 5,000 restricted stock units previously issued to Mr. Davenport and assigned to Cerberus, and no longer includes 3,853 shares that had been issued to another director, where Cerberus no longer has any pecuniary interest.

Positive

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Negative

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Insider Cerberus Capital Management, L.P., Pine Investor, LLC
Role null | null
Type Security Shares Price Value
Grant/Award Common Stock 16,461 $0.00 --
Holdings After Transaction: Common Stock — 3,417,940 shares (Indirect, See Footnote)
Footnotes (1)
  1. Restricted stock units (the "Stock Award"), which each represent a right to receive one share of common stock, par value $0.001 per share ("Common Stock"), of comScore, Inc. (the "Company"), 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 2027 annual meeting of stockholders, June 30, 2027, 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 (the "Assignment Agreement"), Mr. Davenport has assigned to Cerberus Capital Management, L.P. ("CCM") all of his rights and interests in the Stock Award and any shares of Common Stock issuable upon the settlement thereof. The amount of securities beneficially owned includes 5,000 restricted stock units issued to Mr. Davenport on December 29, 2025, which were assigned to CCM pursuant to the Assignment Agreement. The 5,000 restricted stock units were previously reported by CCM on Table II of Form 4 and since such report have become fully vested. Pursuant to the terms thereof, these vested units are deferred and will be delivered in shares of Common Stock upon the earlier of Mr. Davenport's separation from service or a change in control of the Company. The amount of securities beneficially owned no longer includes the 3,853 shares of Common Stock that were issued by the Company to Nana Banerjee as director fees and previously assigned by Dr. Banerjee to CCM. CCM no longer has any pecuniary interest in these 3,853 shares of Common Stock. Pine Investor, LLC ("Pine Investor") is the record holder of the securities reported herein. CCM, either directly or through one or more intermediate entities, including Pine Investor, possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company reported herein.
RSU grant 16,461 shares Stock award issued to Robert Davenport, assigned to Cerberus
Post-transaction holdings 3,417,940 shares Total indirect comScore common stock after transaction
Additional RSUs 5,000 units Restricted stock units issued December 29, 2025 and assigned to Cerberus
Shares removed from ownership 3,853 shares Common shares tied to Nana Banerjee no longer with Cerberus pecuniary interest
Vesting date reference June 30, 2027 Latest scheduled vesting date for stock award
restricted stock units financial
"Restricted stock units (the "Stock Award"), which each represent a right to receive one share of 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.
director fee assignment agreement financial
"Pursuant to a director fee assignment agreement, dated as of December 29, 2025"
pecuniary interest financial
"CCM no longer has any pecuniary interest in these 3,853 shares of Common Stock."
change in control financial
"The Stock Award will vest on the earliest of the Company's 2027 annual meeting of stockholders, June 30, 2027, 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.
beneficially owned financial
"The amount of securities beneficially owned includes 5,000 restricted stock units issued to Mr. Davenport"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
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FAQ

What insider equity award did comScore (SCOR) report for Cerberus?

comScore reported a stock award of 16,461 restricted stock units, each representing one share of common stock, indirectly acquired by an entity associated with Cerberus Capital Management through director Robert Davenport’s compensation.

How do the 16,461 comScore restricted stock units linked to Cerberus vest?

The 16,461 restricted stock units vest on the earlier of comScore’s 2027 annual shareholder meeting, June 30, 2027, or a change in control, with shares delivered after separation from service or a change in control.

What is Cerberus’s reported comScore shareholding after this Form 4?

After this transaction, the indirect holder associated with Cerberus is shown with 3,417,940 shares of comScore common stock, including stock awards and previously assigned restricted stock units, as reported in the filing’s ownership table.

How are Robert Davenport’s comScore director fees tied to Cerberus Capital?

Robert Davenport assigned all rights in his comScore stock award and related shares to Cerberus Capital Management under a director fee assignment agreement, so Cerberus receives the economic benefit of those units and resulting shares.

What other comScore restricted stock units tied to Cerberus are disclosed?

The filing notes an additional 5,000 restricted stock units issued to Robert Davenport on December 29, 2025, previously reported and assigned to Cerberus, which are fully vested and will be delivered in shares upon separation or change in control.

Which comScore shares are no longer counted in Cerberus’s beneficial ownership?

The reported beneficial ownership no longer includes 3,853 shares of comScore common stock issued to director Nana Banerjee, as Cerberus no longer has any pecuniary interest in those 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*
Cerberus Capital Management, L.P.

(Last)(First)(Middle)
875 THIRD AVENUE
11TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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
Common Stock07/01/2026A(1)16,461(1)A(1)(1)3,417,940(2)(3)ISee Footnote(4)
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
1. Name and Address of Reporting Person*
Cerberus Capital Management, L.P.

(Last)(First)(Middle)
875 THIRD AVENUE
11TH FLOOR

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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 NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Restricted stock units (the "Stock Award"), which each represent a right to receive one share of common stock, par value $0.001 per share ("Common Stock"), of comScore, Inc. (the "Company"), 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 2027 annual meeting of stockholders, June 30, 2027, 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 (the "Assignment Agreement"), Mr. Davenport has assigned to Cerberus Capital Management, L.P. ("CCM") all of his rights and interests in the Stock Award and any shares of Common Stock issuable upon the settlement thereof.
2. The amount of securities beneficially owned includes 5,000 restricted stock units issued to Mr. Davenport on December 29, 2025, which were assigned to CCM pursuant to the Assignment Agreement. The 5,000 restricted stock units were previously reported by CCM on Table II of Form 4 and since such report have become fully vested. Pursuant to the terms thereof, these vested units are deferred and will be delivered in shares of Common Stock upon the earlier of Mr. Davenport's separation from service or a change in control of the Company.
3. The amount of securities beneficially owned no longer includes the 3,853 shares of Common Stock that were issued by the Company to Nana Banerjee as director fees and previously assigned by Dr. Banerjee to CCM. CCM no longer has any pecuniary interest in these 3,853 shares of Common Stock.
4. Pine Investor, LLC ("Pine Investor") is the record holder of the securities reported herein. CCM, either directly or through one or more intermediate entities, including Pine Investor, possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company reported herein.
Remarks:
For the purposes of Section 16 of the Securities Exchange Act, the interests of CCM and Pine Investor reported herein are limited to the pecuniary interest, if any, of each of CCM and Pine Investor, respectively, in such securities.
Cerberus Capital Management, L.P., By: /s/ Alexander D. Benjamin07/06/2026
Pine Investor, LLC, By: /s/ Alexander D. Benjamin07/06/2026
** 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)