Liberty Broadband Exchange Agreement Gives 25.5% Economic Stake in comScore (SCOR)

Rhea-AI Filing Summary

Liberty Broadband Corporation filed Amendment No. 2 to its Schedule 13D regarding its stake in comScore, Inc. The amendment discloses a Stock Exchange Agreement dated September 26, 2025 under which Liberty Broadband will exchange its 31,928,301 shares of comScore Series B Convertible Preferred Stock for (i) 4,223,621 shares of newly designated Series C Convertible Preferred Stock and (ii) 3,286,825 shares of comScore common stock at the closing. The filing reports that, as a result of its convertible preferred holdings, Liberty Broadband beneficially owns 1,717,072 shares of common stock, representing approximately 25.5% of outstanding common shares on the stated basis. The parties will enter into a Second Amended and Restated Stockholders Agreement governing board composition and transfer and voting restrictions; related agreements and amendments are filed as exhibits.

Positive

• Conversion reduces complexity by exchanging Series B Preferred into Series C Preferred and common stock, clarifying Liberty Broadband's economic stake.
• Material ownership disclosed: Liberty Broadband beneficially owns 1,717,072 common shares representing approximately 25.5% of outstanding common on the filing basis.
• Governance clarity: The Second Amended and Restated Stockholders Agreement sets board composition and nomination rights, providing predictable governance mechanics.
• Registration rights updated: The Registration Rights Agreement will be amended to include Series C Preferred and conversion shares, aiding future liquidity and registrations.

Negative

• Voting and transfer restrictions: The Support Agreement restricts transfers and requires specified voting behavior, limiting Liberty Broadband's immediate flexibility.
• Concentration risk: A 25.5% holding is material and could attract scrutiny or constrain other stockholder dynamics.
• No commitments to pursue or forego actions: The filing explicitly reserves Liberty Broadband's right to change its intentions, leaving future strategic uncertainty.

Insights

Financial Analyst

TL;DR Liberty Broadband converts preferred holdings into a mix of new preferred and common, leaving it with a large 25.5% economic stake and structured governance rights.

The Exchange Agreement crystallizes Liberty Broadband's economic exposure in comScore by converting Series B preferred into Series C preferred and additional common stock, resulting in beneficial ownership equal to 25.5% of common on the filing basis. The transaction includes a Stockholder Support Agreement that constrains transfers and voting for specified matters until closing, and a Second Amended and Restated Stockholders Agreement that prescribes board composition and nomination rights. These arrangements are material because they change the instrument mix, confirm governance influence, and affect registration rights; they do not, however, by themselves signal an intent to pursue extraordinary corporate actions.

Corporate Governance Expert

TL;DR The deal formalizes board designation and voting restrictions, giving Liberty Broadband explicit governance mechanics without announcing management changes.

The filing details contractual governance mechanisms: a Stockholder Support Agreement limiting transfers and mandating voting support on specified matters, and a Second Amended and Restated SHA that fixes board composition post-closing with designated seats for stockholders. Those provisions are governance-positive for stockholders seeking influence, and they reduce immediate takeover uncertainty by locking certain votes and director appointments into agreements between major holders. The filing explicitly disclaims current plans to seek further control actions, while reserving Liberty Broadband's right to change its intentions in the future.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

comScore, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

20564W105

(CUSIP Number)

Renee L. Wilm, Esq., CLO
Liberty Broadband Corporation, 12300 Liberty Boulevard
Englewood, CO, 80112
(720) 875-5700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/26/2025

(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).

SCHEDULE 13D

CUSIP No. 20564W105

1

Name of reporting person

Liberty Broadband Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,717,072.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,717,072.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,717,072.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 2: On September 26, 2025, Liberty Broadband Corporation (the "Reporting Person") entered into a Stock Exchange Agreement with comScore, Inc. (the "Issuer") pursuant to which, among other things, at the closing of the transactions contemplated thereby (the "Closing"), and on the terms and subject to the conditions set forth therein, the Reporting Person will exchange the 31,928,301 shares of Series B Convertible Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), of the Issuer currently owned by the Reporting Person for (i) 4,223,621 shares of a new series of convertible preferred stock to be designated as Series C Convertible Preferred Stock, par value $0.001 per share ("Series C Preferred Stock"), and (ii) 3,286,825 shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock"). At the Closing, the Reporting Person, the Issuer, Charter Communications Holding Company, LLC ("Charter") and Pine Investor, LLC ("Pine" and, together with the Reporting Person and Charter, referred to herein collectively as the "Stockholders") will enter into a Second Amended and Restated Stockholders Agreement, which will contain provisions relating to the transfer, ownership and voting of the Issuer's securities by the Reporting Person. The Reporting Person expressly disclaims the existence of any membership in a group with the other Stockholders. See Item 6 of the Schedule 13D/A. Note to Rows 7, 9 and 11: Subject to certain restrictions contained in the Amended and Restated Stockholders Agreement, dated July 24, 2024, among the Issuer and the Stockholders. Includes 31,928,301 shares of Series B Preferred Stock convertible, at any time at the option of the holder, into 1,717,072 shares of Common Stock. Subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods, the Series B 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 B Preferred Stock), which was originally one-to-one, but was approximately 0.053779 including accrued dividends as of June 30, 2025. The Conversion Rate will continue to adjust to the extent there are additional accrued but unpaid dividends. Note to Row 12: Excludes shares beneficially owned by the executive officers and directors of the Reporting Person. See Item 5 of the Schedule 13D/A. Note to Row 13: Calculated based on the (i) 5,014,780 shares of Common Stock outstanding as of August 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 6, 2025 and (ii) the 1,717,072 shares of Common Stock currently underlying the Series B Preferred Stock, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: comScore, Inc.
(c)	Address of Issuer's Principal Executive Offices: 11950 Democracy Drive, Suite 600, Reston, VIRGINIA , 20190.
Item 1 Comment: Liberty Broadband Corporation, a Delaware corporation (the "Reporting Person"), is filing this Statement on Schedule 13D/A with respect to shares of the common stock, par value $0.001 per share (the "Common Stock"), of comScore, Inc., a Delaware corporation (the "Issuer"). The statement on Schedule 13D originally filed with the Securities and Exchange Commission ("SEC") by the Reporting Person on May 23, 2023, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on July 26, 2024 (together, the "Schedule 13D"), is hereby amended and supplemented to include the information set forth herein. This amended statement on Schedule 13D/A constitutes Amendment No. 2 to the Schedule 13D (this "Amendment" and, together with the Schedule 13D, this "Statement"). Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 2.	Identity and Background
(a)	The principal business address of the Reporting Person is 12300 Liberty Boulevard, Englewood, Colorado 80112. The Reporting Person is a Delaware corporation and is primarily comprised of an investment in Charter Communications, Inc. The name and present principal occupation of each director and executive officer of the Reporting Person (the "Schedule 1 Persons") is set forth below. The business address for each person listed below is c/o Liberty Broadband Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All executive officers and directors listed are United States citizens. Name: Principal Occupation and Principal Business (if applicable): John C. Malone Chairman of the Board of Liberty Broadband Corporation Marty E. Patterson President and Chief Executive Officer of Liberty Broadband Corporation Derek Chang Director of Liberty Broadband Corporation Gregg L. Engles Director of Liberty Broadband Corporation Julie D. Frist Director of Liberty Broadband Corporation Richard R. Green Director of Liberty Broadband Corporation Sue Ann R. Hamilton Director of Liberty Broadband Corporation J. David Wargo Director of Liberty Broadband Corporation John E. Welsh III Director of Liberty Broadband Corporation Brian J. Wendling Chief Accounting Officer and Principal Financial Officer of Liberty Broadband Corporation Renee L. Wilm Chief Legal Officer and Chief Administrative Officer of Liberty Broadband Corporation
(b)	See Item 2(a).
(c)	See Item 2(a).
(d)	During the last five years, neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge of the Reporting Person) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	See Item 2(d).
(f)	See Item 2(d).
Item 3.	Source and Amount of Funds or Other Consideration
	The information contained in Item 4 of this Statement is incorporated by reference herein.
Item 4.	Purpose of Transaction
	The information contained in Item 4 of the Schedule 13D is hereby amended to delete the last three paragraphs thereof and supplemented to include the following information: On September 26, 2025, the Reporting Person entered into a Stock Exchange Agreement (the "Exchange Agreement") with the Issuer pursuant to which, among other things, at the closing of the transactions contemplated thereby (the "Closing"), and on the terms and subject to the conditions set forth therein, the Reporting Person will exchange (the "Exchange") the 31,928,301 shares of Series B Convertible Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), of the Issuer currently owned by the Reporting Person for (i) 4,223,621 shares of a new series of convertible preferred stock to be designated as Series C Convertible Preferred Stock, par value $0.001 per share ("Series C Preferred Stock"), and (ii) 3,286,825 shares of Common Stock. As of the Closing, the shares of Series C Preferred Stock will originally be convertible into shares of Common Stock on a one-to-one basis. The shares of Series C Preferred Stock will have the terms and conditions set forth in the Certificate of Designations for the Series C Preferred Stock. Also on September 26, 2025, in connection with the execution of the Exchange Agreement, the Reporting Person entered into a Stockholder Support Agreement with the Issuer (the "Support Agreement"), pursuant to which, among other things, the Reporting Person agreed to, at a meeting of the Issuer's stockholders, vote in favor of the approval of (a) the issuance of Series C Preferred Stock and Common Stock in the Exchange, (b) a Certificate of Amendment to the Issuer's Amended and Restated Certificate of Incorporation and (c) any other proposal put forth by the Issuer in connection with the Exchange, except that the Reporting Person will vote to "abstain" on any proposal seeking approval of the disinterested stockholders of the Issuer. Under the Support Agreement, the Reporting Person has agreed not to, directly or indirectly, Transfer (as defined in the Support Agreement) any shares of Common Stock or Series B Preferred Stock that the Reporting Person is entitled to vote on the matters submitted to the Issuer's stockholders at the stockholders meeting. The Support Agreement terminates upon the termination of the Exchange Agreement. In connection with the Closing, the Issuer, Charter Communications Holding Company, LLC ("Charter") and Pine Investor, LLC ("Pine" and, together with the Reporting Person and Charter, referred to herein collectively as the "Stockholders") will enter into a Second Amended and Restated Stockholders Agreement (the "Second Amended and Restated SHA"), pursuant to which, among other things, immediately following the Closing, the Issuer is obligated to take all necessary action to ensure that the board of directors of the Issuer (the "Board") and certain committees thereof consist of the individuals set forth in the Second Amended and Restated SHA, including the applicable designees of each Stockholder, in each case, as more particularly set forth in the Second Amended and Restated SHA. Upon Closing, the Board will consist of seven total directors: one designee of each Stockholder, one Additional Director (as defined in the Second Amended and Restated SHA), and three directors who are not (a) a designee of any Stockholder or (b) for so long as the Stockholders have the ability to designate at least one director pursuant to the Second Amended and Restated SHA, an individual who is an affiliate of such Stockholders, including the chief executive officer of the Issuer. At the Closing, the Issuer will also amend its Registration Rights Agreement, dated as of March 10, 2021, by and among the Issuer and the other parties thereto (the "RRA", and such amendment, the "RRA Amendment"). The RRA Amendment, among other things, will amend the definition of "Registrable Securities" under the RRA to include shares of Series C Preferred Stock and shares of Common Stock issued upon conversion of the Series C Preferred Stock. The foregoing summary of the Exchange Agreement, the Support Agreement, the Second Amended and Restated SHA and the RRA Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Exchange Agreement and the substantially final form of the Second Amended and Restated SHA, which are included as Exhibit 7(a) hereto, the full text of the Support Agreement, which is included as Exhibit 7(b) hereto, and the full text of the substantially final form of the RRA Amendment, which is included as Exhibit 7(c) hereto, and are incorporated herein by reference. The shares of Common Stock beneficially owned by the Reporting Person and described in this Statement are being held by the Reporting Person for investment purposes. Other than as set forth in this Amendment, the Reporting Person does not have any present plans or proposals which relate to or would result in: (i) any acquisition by any person of additional securities of the Issuer, or any disposition of securities of the Issuer; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) any change in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (viii) any delisting from a national securities exchange or any loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of the Issuer; (ix) any termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of a class of equity securities of the Issuer; or (x) any action similar to any of those enumerated above. Notwithstanding the foregoing, the Reporting Person may determine to change its intentions with respect to the Issuer at any time in the future and may, for example, elect (i) to acquire additional securities of the Issuer in open market or privately negotiated transactions or (ii) to dispose of all or a portion of the Reporting Person's holdings of securities of the Issuer. In reaching any determination as to its future course of action, the Reporting Person will take into consideration various factors, such as the Issuer's business and prospects, other developments concerning the Issuer, other business opportunities available to the Reporting Person, tax considerations, liquidity needs and general economic and stock market conditions, including, but not limited to, the market prices of the securities.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person is the beneficial owner of 1,717,072 shares of Common Stock as a result of its ownership of 31,928,301 shares of Series B Preferred Stock that are convertible, at any time at the option of the holder, into the underlying shares of Common Stock. The 1,717,072 shares of Common Stock constitute approximately 25.5% of the outstanding shares of Common Stock, calculated based on (i) 5,014,780 shares of Common Stock outstanding as of August 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 6, 2025 and (ii) the 1,717,072 shares of Common Stock currently underlying the Series B Preferred Stock, pursuant to Rule 13d-3 of the Exchange Act. As of the date hereof, Mr. Brian J. Wendling ("Mr. Wendling"), Chief Accounting Officer and Principal Financial Officer of the Reporting Person and a director of the Issuer, beneficially owns (i) 28,007 shares of Common Stock subject to vested, deferred stock units that are scheduled to be settled on the earlier of Mr. Wendling's separation from service or a change in control of the Issuer, and (ii) 4,500 shares of Common Stock held directly. As of the date hereof, Mr. Marty E. Patterson ("Mr. Patterson"), President and Chief Executive Officer of the Reporting Person and a director of the Issuer, beneficially owns (i) 28,007 shares of Common Stock subject to vested, deferred stock units that are scheduled to be settled on the earlier of Mr. Patterson's separation from service or a change in control of the Issuer, and (ii) 675 shares of Common Stock held directly.
(b)	The Reporting Person and, to the knowledge of the Reporting Person, each of Mr. Wendling and Mr. Patterson, have the sole power to vote or to direct the voting of and the sole power to dispose or direct the disposition of the shares of Common Stock beneficially owned by them, subject to the restrictions described in Item 6 of this Statement.
(c)	Other than as disclosed in this Statement, no transactions were effected by the Reporting Person, or, to the knowledge of the Reporting Person, any Schedule 1 Person, with respect to the Common Stock during the 60 days preceding the date hereof.
(d)	Not Applicable.
(e)	Not Applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	7(a): Stock Exchange Agreement, dated as of September 26, 2025, by and between comScore, Inc. and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.2 to comScore, Inc.'s Current Report on Form 8-K (File No. 001-33520), filed with the Securities and Exchange Commission on September 29, 2025). 7(b): Stockholder Support Agreement, dated as of September 26, 2025, by and between comScore, Inc. and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.5 to comScore, Inc.'s Current Report on Form 8-K (File No. 001-33520), filed with the Securities and Exchange Commission on September 29, 2025). 7(c): Form of First Amendment to Registration Rights Agreement, by and between comScore, Inc., Charter Communications Holding Company, LLC, Liberty Broadband Corporation, and Pine Investor, LLC (incorporated by reference to Exhibit 10.7 to comScore, Inc.'s Current Report on Form 8-K (File No. 001-33520), filed with the Securities and Exchange Commission on September 29, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Liberty Broadband Corporation

Signature:	/s/ Craig Troyer
Name/Title:	Craig Troyer, Senior Vice President and Assistant Secretary
Date:	09/30/2025

FAQ

What does Liberty Broadband's Schedule 13D/A for comScore (SCOR) disclose?

It discloses an Exchange Agreement to swap 31,928,301 shares of Series B Preferred for 4,223,621 Series C Preferred and 3,286,825 common shares and reports beneficial ownership of 1,717,072 common shares (~25.5%).

How much of comScore will Liberty Broadband own after the exchange?

The filing reports beneficial ownership of 1,717,072 common shares representing approximately 25.5% of outstanding common based on the stated share count.

What governance changes are included in the filing?

The filing states the Stockholders will enter into a Second Amended and Restated Stockholders Agreement that sets board composition, including designees for each Stockholder and one additional director.

Are there any restrictions on Liberty Broadband's shares?

Yes. Under the Stockholder Support Agreement Liberty Broadband agreed not to transfer certain shares and to vote in favor of specified proposals, with the Support Agreement terminating if the Exchange Agreement is terminated.

Will the transaction affect registration rights for the shares?

Yes. The filing states the Registration Rights Agreement will be amended to include Series C Preferred and common shares issued upon conversion as Registrable Securities.