Comscore (SCOR) director loses stake after Charter merger deal
Rhea-AI Filing Summary
COMSCORE, INC. (SCOR) disclosed a restructuring-related Form 4 by Liberty Broadband Corp, a director and more-than-10% owner, tied to its Combination with Charter Communications. On August 19, 2026, Liberty Broadband reported an acquisition of Series C Convertible Preferred Stock linked to the merger structure and a corresponding disposition of Common Stock, both leaving post-transaction holdings at 0 shares. As a result of the Combination, Charter became the beneficial owner of all Comscore Common Stock and Series C Convertible Preferred Stock previously beneficially owned by Liberty Broadband, and Liberty Broadband ceased to be subject to Section 16 obligations with respect to Comscore.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 3,286,825 shares
Net Sell
2 txns
Insider
Liberty Broadband Corp
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series C Convertible Preferred Stock F2, F1 | 4,223,621 | -- | -- |
| Other | Common Stock F1 | 3,286,825 | -- | -- |
Holdings After Transaction:
Series C Convertible Preferred Stock — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (2)
- F1. On August 19, 2026, as a result of the Combination (as defined in the Remarks section), Charter (as defined in the Remarks section) acquired the Reporting Person . As a result of the Combination, Charter became the beneficial owner of all the shares of Common Stock and Series C Convertible Preferred Stock beneficially owned by the Reporting Person and the Reporting Person ceased to be subject to the obligations of Section 16 of the Securities Exchange Act of 1934 with respect to the Issuer.
- F2. As of August 19, 2026, the shares of Series C Convertible Preferred Stock reported herein are convertible into 4,223,461 shares of Common Stock. Subject to certain antidilution adjustments, the Series C Convertible Preferred Stock is convertible at the option of the holders at any time into a number of shares of Common Stock equal to the Conversion Rate (as defined in the Certificate of Designations for the Series C Convertible Preferred Stock), which is originally one-to-one. The Series C Convertible Preferred Stock has no expiration date.
Key Figures
Series C Convertible Preferred Stock transaction shares: 4,223,621 shares
Underlying Common Stock for Series C Preferred: 4,223,621 shares
Series C Preferred convertibility: 4,223,461 shares of Common Stock
+4 more
7 metrics
Series C Convertible Preferred Stock transaction shares
4,223,621 shares
Other acquisition (code J) on August 19, 2026; derivative security
Underlying Common Stock for Series C Preferred
4,223,621 shares
Underlying security shares linked to the reported Series C Convertible Preferred Stock
Series C Preferred convertibility
4,223,461 shares of Common Stock
As of August 19, 2026, shares of Series C Convertible Preferred Stock were convertible into this amount
Common Stock disposition shares
3,286,825 shares
Other disposition (code J) of Comscore Common Stock on August 19, 2026
Post-transaction Series C Preferred holdings
0 shares
Total shares of Series C Convertible Preferred Stock following transactions
Post-transaction Common Stock holdings
0 shares
Total shares of Comscore Common Stock following transactions
Restructuring-related shares
7,510,446 shares
Aggregate shares involved in restructuring-type transactions (code J) per transaction summary
Key Terms
Series C Convertible Preferred Stock, Conversion Rate, Certificate of Designations, Section 16 of the Securities Exchange Act of 1934, +1 more
5 terms
Series C Convertible Preferred Stock financial
"The shares of Series C Convertible Preferred Stock reported herein are convertible"
Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.
Conversion Rate financial
"equal to the Conversion Rate (as defined in the Certificate of Designations)"
Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.
Certificate of Designations regulatory
"Conversion Rate (as defined in the Certificate of Designations for the Series C"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
Section 16 of the Securities Exchange Act of 1934 regulatory
"ceased to be subject to the obligations of Section 16 of the Securities"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
beneficial owner financial
"Charter became the beneficial owner of all the shares of Common Stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
FAQ
What insider transactions involving SCOR did Liberty Broadband report on August 19, 2026?
Liberty Broadband reported a restructuring transaction involving 4,223,621 shares of Series C Convertible Preferred Stock and a disposition of 3,286,825 shares of Common Stock, both dated August 19, 2026, resulting in 0 shares of each class held afterward.
How did the Charter Communications Combination affect SCOR ownership reported in this Form 4?
Following the Combination, Charter Communications became the beneficial owner of all Comscore Common Stock and Series C Convertible Preferred Stock that had been beneficially owned by Liberty Broadband, which had been a director and more-than-10% owner of Comscore.
What is the status of Liberty Broadband’s Section 16 obligations for SCOR after the Combination?
The filing states that, as a result of the Combination with Charter, Liberty Broadband ceased to be subject to the obligations of Section 16 of the Securities Exchange Act of 1934 with respect to Comscore.
What are the conversion terms of SCOR’s Series C Convertible Preferred Stock mentioned in this Form 4?
As of August 19, 2026, the Series C Convertible Preferred Stock reported is convertible into 4,223,461 shares of Common Stock. It is convertible at the holders’ option based on a Conversion Rate originally set at one-to-one and has no expiration date.
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