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Charter's comScore (NASDAQ: SCOR) stake jumps after Liberty deal

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

comScore, Inc. (SCOR) is the subject of this amended Schedule 13D, which updates the ownership position of Charter Communications, Inc. and its affiliated entities after Charter completed its acquisition of Liberty Broadband Corporation on August 19, 2026. Through this combination, Charter became the beneficial owner of Liberty’s comScore holdings, including both Common Stock and Series C Convertible Preferred Stock.

The Charter-affiliated reporting persons now beneficially own an aggregate of 15,090,681 shares of Common Stock, or 49.99% of the outstanding Common Stock on a beneficial ownership basis, and approximately 63.7% on an as-converted basis assuming settlement of deferred RSUs and full conversion of their Series C Preferred Stock. A 49.99% conversion cap and a 33.32% voting “Voting Threshold” in the Certificate of Designations limit how much of the preferred stock can be converted and voted. The filing also notes that, under a Second Amended and Restated Stockholders Agreement, the reporting persons may be deemed part of a larger group that would beneficially own 22,715,781 shares, or 81.36%, though they expressly disclaim group status.

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Filing Explained

On July 1, 2026, director Jeffrey Barratt Murphy assigned Charter Holdco all rights to a 16,461-unit RSU award covering his 2026–2027 director term. The award is deferred rather than currently issued common stock; it vests at the earliest of the 2027 annual meeting, June 30, 2027, or a change in control, subject to continued board service, and shares are delivered after separation from service or a change in control.

Beneficially owned Common Stock 15,090,681 shares of Common Stock Aggregate beneficial ownership by Charter-affiliated reporting persons as of this Amendment No. 4
Beneficial ownership percentage 49.99% Percent of comScore outstanding Common Stock represented by 15,090,681 shares
As-converted ownership percentage 63.7% Ownership assuming RSU settlement and full conversion of Series C Preferred Stock per Rule 13d-3
Shares outstanding baseline 15,184,326 shares of Common Stock Shares outstanding as of August 10, 2026, from comScore’s Form 10-Q
Series C Preferred Stock held 8,447,242 shares of Series C Preferred Stock Held by Charter Holdco, convertible into 8,447,242 shares of Common Stock
Deferred RSUs right 61,431 shares of Common Stock Shares issuable upon settlement of deferred RSUs for David Kline and Jeffrey Barratt Murphy
Potential group ownership 22,715,781 shares of Common Stock Shares that would be beneficially owned by the shareholder group, or 81.36% of outstanding Common Stock
RSU grant to Murphy 16,461 RSUs Award under comScore’s 2018 Equity and Incentive Compensation Plan for the 2026–2027 director term
Series C Convertible Preferred Stock financial
"shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Convertible Preferred Stock"
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.
Certificate of Designations regulatory
"However, pursuant to the Certificate of Designations of Series C Convertible Preferred Stock"
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.
Voting Threshold financial
"would represent voting rights with respect to more than 33.32% of the Common Stock (including the Series C Preferred Stock on an as-converted basis) (the ''Voting Threshold'')"
Second Amended and Restated Stockholders Agreement regulatory
"as a result of the Second Amended and Restated Stockholders Agreement (as defined and disclosed in Item 6 of this Statement)"
Rule 13d-3 regulatory
"exchange of all Series C Preferred Stock held by the Reporting Persons into shares of Common Stock, in accordance with Rule 13d-3 of the Act"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

FAQ

What percentage of comScore (SCOR) does Charter now beneficially own?

The Charter-affiliated reporting persons beneficially own 15,090,681 shares of comScore Common Stock, representing 49.99% of the outstanding Common Stock, and approximately 63.7% on an as-converted basis assuming settlement of deferred RSUs and full conversion of their Series C Preferred Stock.

What limits apply to Charter’s Series C Convertible Preferred Stock in comScore (SCOR)?

Under the Certificate of Designations, no holder of Series C Convertible Preferred Stock may convert if, after conversion, it would beneficially own more than 49.99% of comScore’s then-outstanding Common Stock, and voting rights above a 33.32% Voting Threshold are exercised by comScore in a neutral manner.

How many comScore (SCOR) shares and preferred shares does Charter Holdco hold?

Charter Communications Holding Company, LLC beneficially owns 6,582,008 shares of comScore Common Stock, 8,447,242 shares of Series C Convertible Preferred Stock (as-converted into the same number of Common shares), and has the right to receive 61,431 shares upon settlement of deferred RSUs.

What comScore (SCOR) RSU award is disclosed for director Jeffrey Barratt Murphy?

On July 1, 2026, comScore granted 16,461 RSUs to Jeffrey Barratt Murphy for the 2026–2027 director term. The award vests in full on the earlier of the 2027 annual meeting, June 30, 2027, or a change in control, and Mr. Murphy assigned all rights to Charter Holdco.

How many comScore (SCOR) shares were outstanding used for the ownership calculations?

The ownership percentages are calculated based on 15,184,326 shares of comScore Common Stock outstanding as of August 10, 2026, as reported in comScore’s Form 10-Q filed on August 14, 2026, adjusted for additional shares issuable upon RSU settlement and Series C Preferred Stock conversion.

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Learn about SEC filing dates





20564W105

(CUSIP Number)
Jennifer A. Smith
400 Washington Blvd.,
Stamford, CT, 06902
(203) 905-7801

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/19/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 3,295,183 shares of common stock, par value $0.001 per share ("Common Stock"), (ii) 61,431 shares of Common Stock, issuable upon settlement of deferred restricted stock units ("RSUs"), (iii) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Convertible Preferred Stock, par value $0.001 ("Series C Preferred Stock"), (iv) 3,286,825 shares of Common Stock that were acquired in connection with the Combination (as defined and disclosed in Item 4) and (v) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock that were acquired in connection with the Combination. Such shares of Common Stock represent approximately 63.7% of the Issuer's outstanding Common Stock, assuming settlement of the deferred RSUs held by the Reporting Persons and the exchange of all Series C Preferred Stock held by the Reporting Persons into shares of Common Stock, in accordance with Rule 13d-3 of the Act. However, pursuant to the Certificate of Designations of Series C Convertible Preferred Stock (the ''Certificate of Designations''), no holder of Series C Preferred Stock may convert Series C Preferred Stock in an amount that would cause such holder to beneficially own immediately following such conversion more than 49.99% of the then outstanding shares of Common Stock. Pursuant to the Certificate of Designations, to the extent that the Series C Preferred Stock and any shares of Common Stock held by the Reporting Person, together with certain transferees and affiliates, would represent voting rights with respect to more than 33.32% of the Common Stock (including the Series C Preferred Stock on an as-converted basis) (the ''Voting Threshold''), such Reporting Person will not be permitted to exercise the voting rights with respect to any shares of Series C Preferred Stock held by them in excess of the Voting Threshold and the Issuer shall exercise the voting rights with respect to such shares of Series C Preferred Stock in excess of the Voting Threshold in a neutral manner. Calculated based on 15,184,326 shares of Common Stock outstanding as of August 10, 2026, as reported on comScore, Inc.'s (the "Issuer") 10-Q filed with the Securities and Exchange Commission ("SEC") on August 14, 2026, as increased by (i) 61,431 shares of Common Stock issuable upon settlement of deferred RSUs held by the Reporting Persons (as defined in Item 5), (ii) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock, and (iii) (v) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock that were acquired in connection with the Combination.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 3,295,183 shares of Common Stock, (ii) 61,431 shares of Common Stock, issuable upon settlement of deferred RSUs, (iii) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock, (iv) 3,286,825 shares of Common Stock that were acquired in connection with the Combination (as defined and disclosed in Item 4) and (v) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock that were acquired in connection with the Combination. Such shares of Common Stock represent approximately 63.7% of the Issuer's outstanding Common Stock, assuming settlement of the deferred RSUs held by the Reporting Persons and the exchange of all Series C Preferred Stock held by the Reporting Persons into shares of Common Stock, in accordance with Rule 13d-3 of the Act. However, pursuant to the Certificate of Designations, no holder of Series C Preferred Stock may convert Series C Preferred Stock in an amount that would cause such holder to beneficially own immediately following such conversion more than 49.99% of the then outstanding shares of Common Stock. Pursuant to the Certificate of Designations, to the extent that the Series C Preferred Stock and any shares of Common Stock held by the Reporting Person, together with certain transferees and affiliates, would represent voting rights with respect to more than the Voting Threshold, such Reporting Person will not be permitted to exercise the voting rights with respect to any shares of Series C Preferred Stock held by them in excess of the Voting Threshold and the Issuer shall exercise the voting rights with respect to such shares of Series C Preferred Stock in excess of the Voting Threshold in a neutral manner. Calculated based on 15,184,326 shares of Common Stock outstanding as of August 10, 2026, as reported on the Issuer's 10-Q filed with the SEC on August 14, 2026, as increased by (i) 61,431 shares of Common Stock issuable upon settlement of deferred RSUs held by the Reporting Persons (as defined in Item 5), (ii) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock, and (iii) (v) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock that were acquired in connection with the Combination.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 3,295,183 shares of Common Stock, (ii) 61,431 shares of Common Stock, issuable upon settlement of deferred RSUs, (iii) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock, (iv) 3,286,825 shares of Common Stock that were acquired in connection with the Combination (as defined and disclosed in Item 4) and (v) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock that were acquired in connection with the Combination. Such shares of Common Stock represent approximately 63.7% of the Issuer's outstanding Common Stock, assuming settlement of the deferred RSUs held by the Reporting Persons and the exchange of all Series C Preferred Stock held by the Reporting Persons into shares of Common Stock, in accordance with Rule 13d-3 of the Act. However, pursuant to the Certificate of Designations, no holder of Series C Preferred Stock may convert Series C Preferred Stock in an amount that would cause such holder to beneficially own immediately following such conversion more than 49.99% of the then outstanding shares of Common Stock. Pursuant to the Certificate of Designations, to the extent that the Series C Preferred Stock and any shares of Common Stock held by the Reporting Person, together with certain transferees and affiliates, would represent voting rights with respect to more than the Voting Threshold, such Reporting Person will not be permitted to exercise the voting rights with respect to any shares of Series C Preferred Stock held by them in excess of the Voting Threshold and the Issuer shall exercise the voting rights with respect to such shares of Series C Preferred Stock in excess of the Voting Threshold in a neutral manner. Calculated based on 15,184,326 shares of Common Stock outstanding as of August 10, 2026, as reported on the Issuer's 10-Q filed with the SEC on August 14, 2026, as increased by (i) 61,431 shares of Common Stock issuable upon settlement of deferred RSUs held by the Reporting Persons (as defined in Item 5), (ii) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock, and (iii) (v) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock that were acquired in connection with the Combination.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 3,295,183 shares of Common Stock, (ii) 61,431 shares of Common Stock, issuable upon settlement of deferred RSUs, (iii) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock, (iv) 3,286,825 shares of Common Stock that were acquired in connection with the Combination (as defined and disclosed in Item 4) and (v) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock that were acquired in connection with the Combination. Such shares of Common Stock represent approximately 63.7% of the Issuer's outstanding Common Stock, assuming settlement of the deferred RSUs held by the Reporting Persons and the exchange of all Series C Preferred Stock held by the Reporting Persons into shares of Common Stock, in accordance with Rule 13d-3 of the Act. However, pursuant to the Certificate of Designations, no holder of Series C Preferred Stock may convert Series C Preferred Stock in an amount that would cause such holder to beneficially own immediately following such conversion more than 49.99% of the then outstanding shares of Common Stock. Pursuant to the Certificate of Designations, to the extent that the Series C Preferred Stock and any shares of Common Stock held by the Reporting Person, together with certain transferees and affiliates, would represent voting rights with respect to more than the Voting Threshold, such Reporting Person will not be permitted to exercise the voting rights with respect to any shares of Series C Preferred Stock held by them in excess of the Voting Threshold and the Issuer shall exercise the voting rights with respect to such shares of Series C Preferred Stock in excess of the Voting Threshold in a neutral manner. Calculated based on 15,184,326 shares of Common Stock outstanding as of August 10, 2026, as reported on the Issuer's 10-Q filed with the SEC on August 14, 2026, as increased by (i) 61,431 shares of Common Stock issuable upon settlement of deferred RSUs held by the Reporting Persons (as defined in Item 5), (ii) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock, and (iii) (v) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock that were acquired in connection with the Combination.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 3,295,183 shares of Common Stock, (ii) 61,431 shares of Common Stock, issuable upon settlement of deferred RSUs, (iii) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock, (iv) 3,286,825 shares of Common Stock that were acquired in connection with the Combination (as defined and disclosed in Item 4) and (v) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock that were acquired in connection with the Combination. Such shares of Common Stock represent approximately 63.7% of the Issuer's outstanding Common Stock, assuming settlement of the deferred RSUs held by the Reporting Persons and the exchange of all Series C Preferred Stock held by the Reporting Persons into shares of Common Stock, in accordance with Rule 13d-3 of the Act. However, pursuant to the Certificate of Designations, no holder of Series C Preferred Stock may convert Series C Preferred Stock in an amount that would cause such holder to beneficially own immediately following such conversion more than 49.99% of the then outstanding shares of Common Stock. Pursuant to the Certificate of Designations, to the extent that the Series C Preferred Stock and any shares of Common Stock held by the Reporting Person, together with certain transferees and affiliates, would represent voting rights with respect to more than the Voting Threshold, such Reporting Person will not be permitted to exercise the voting rights with respect to any shares of Series C Preferred Stock held by them in excess of the Voting Threshold and the Issuer shall exercise the voting rights with respect to such shares of Series C Preferred Stock in excess of the Voting Threshold in a neutral manner. Calculated based on 15,184,326 shares of Common Stock outstanding as of August 10, 2026, as reported on the Issuer's 10-Q filed with the SEC on August 14, 2026, as increased by (i) 61,431 shares of Common Stock issuable upon settlement of deferred RSUs held by the Reporting Persons (as defined in Item 5), (ii) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock, and (iii) (v) 4,223,621 shares of Common Stock issuable upon conversion of 4,223,621 shares of Series C Preferred Stock that were acquired in connection with the Combination.


SCHEDULE 13D


Charter Communications, Inc.
Signature:/s/ Jessica M. Fischer
Name/Title:Jessica M. Fischer / Chief Financial Officer
Date:08/21/2026
CCH II, LLC
Signature:/s/ Jessica M. Fischer
Name/Title:Jessica M. Fischer / Chief Financial Officer
Date:08/21/2026
Charter Communications Holdings, LLC
Signature:/s/ Jessica M. Fischer
Name/Title:Jessica M. Fischer / Chief Financial Officer
Date:08/21/2026
Spectrum Management Holding Company, LLC
Signature:/s/ Jessica M. Fischer
Name/Title:Jessica M. Fischer / Chief Financial Officer
Date:08/21/2026
Charter Communications Holding Company, LLC
Signature:/s/ Jessica M. Fischer
Name/Title:Jessica M. Fischer / Chief Financial Officer
Date:08/21/2026