Comscore 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Comscore dropped an 8-K detailing new deals, stock sales, and exec shakeups.

AI Summary

Comscore, Inc. filed an 8-K on September 29, 2025, reporting several material events as of September 26, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, and modifications to security holder rights. The filing also details the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. Additionally, amendments to articles of incorporation or bylaws, changes in fiscal year, and Regulation FD disclosures are noted, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Comscore, Inc., including potential new agreements, equity transactions, and changes in its leadership or governance structure, which could impact its operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing covers multiple significant corporate events including material agreements, equity sales, and changes in officers/directors, which inherently carry medium risk due to their potential impact on the company's financial health and strategic direction.

Key Players & Entities

• COMSCORE, INC. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• September 26, 2025 (date) — Earliest event reported
• September 29, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share SCOR NASDAQ Global Select
• $2,000,000 — ch of the Stockholders in the amount of $2,000,000 on June 30, 2028, whether or not the St
• $12.50 — on with such Transfer equals or exceeds $12.50. Pursuant to the Stockholders Agreeme
• $14.50 — preference equal to the purchase price ($14.50 per share). The holders of Series C Pre

Filing Documents

• d13858d8k.htm (8-K) — 79KB
• d13858dex31.htm (EX-3.1) — 9KB
• d13858dex101.htm (EX-10.1) — 502KB
• d13858dex102.htm (EX-10.2) — 501KB
• d13858dex103.htm (EX-10.3) — 501KB
• d13858dex104.htm (EX-10.4) — 23KB
• d13858dex105.htm (EX-10.5) — 23KB
• d13858dex106.htm (EX-10.6) — 24KB
• d13858dex107.htm (EX-10.7) — 26KB
• d13858dex108.htm (EX-10.8) — 907KB
• d13858dex991.htm (EX-99.1) — 37KB
• 0001193125-25-221284.txt ( ) — 3397KB
• scor-20250926.xsd (EX-101.SCH) — 3KB
• scor-20250926_lab.xml (EX-101.LAB) — 18KB
• scor-20250926_pre.xml (EX-101.PRE) — 11KB
• d13858d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2025 COMSCORE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33520 54-1955550 (State of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 11950 Democracy Drive Suite 600 Reston , Virginia 20190 (Address of principal executive offices, including zip code) (703) 438-2000 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share SCOR NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 Entry into a Material Definitive Agreement Stock Exchange Agreements On September 26, 2025, comScore, Inc. (the " Company ") entered into separate Stock Exchange Agreements (individually, an " Exchange Agreement " and collectively, the " Exchange Agreements ") with each of Charter Communications Holding Company, LLC, a Delaware limited liability company (" Charter "), Liberty Broadband Corporation, a Delaware corporation (" Liberty "), and Pine Investor, LLC, a Delaware limited liability company wholly owned by funds advised by Cerberus Capital Management, L.P. (" Pine " and together with Charter and Liberty, referred to herein collectively as the " Stockholders " and individually as a " Stockholder "), 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, each Stockholder will exchange the 31,928,301 shares of Series B Convertible Preferred Stock, par value $0.001 per share, of the Company (" Series B Preferred Stock ") currently owned by such Stockholder 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 "), which Series C Preferred Stock will be convertible into shares of common stock, par value $0.001 per share, of the Company (" Common Stock ") in accordance with the terms of the Certificate of Designations of Series C Preferred Stock in substantially the form attached to the Exchange Agreements (the " Certificate of Designations ") and (ii) 3,286,825 shares of Common Stock (the " Exchange Common Stock ", and such transactions, collectively, the " Exchange "). Previously, the Board of Directors of the Company (the " Board ") established a Special Committee of the Board consisting of "disinterested directors" (as defined in Section 144(e)(4) of the Delaware General Corporation Law) (the " Special Committee ") to consider, review and evaluate, and if deemed sufficiently attractive by the Special Committee, negotiate and determine the advisability of, one or more potential transactions involving the Company. After considering various factors, receiving advice from independent advisors, and evaluating the material terms and conditions of the Exchange and related matters, the Special Committee unanimously determined that (a) the Exchange Agreements, (b) the Support Agreements, the Stockholders Agreement, the RRA Amendment and the Certificate of Designations (each as defined herein, and collectively with the Exchange Agreements, the " Exchange Documents "), (c) the Certificate of Amendment (as defined below) (d) the Certificate of Elimination (as defined below), and (e) the Exchange, are advisable, fair to, and in the best interests of the Company and the holders of Common Stock other than the Stockholders. The Board, acting upon the recommendation of the Special Committee, unanimously (A) approved and authorized the Company's (i) entry into ea

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View this 8-K filing on SEC EDGAR