Comscore, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share SCOR NASDAQ Global Select Mar
• $12.50 — on with such Transfer equals or exceeds $12.50. Pursuant to the Stockholders Agreemen
• $14.50 — preference equal to the purchase price ($14.50 per share). The holders of Series C Pre
• $0 — onvertible Preferred Stock, p ar v alue $0.001, of comScore, Inc. , dated December

Filing Documents

• scor-20251229.htm (8-K) — 75KB
• exhibit31certificateofelim.htm (EX-3.1) — 12KB
• exhibit32certificateofamen.htm (EX-3.2) — 10KB
• exhibit33certificateofdesi.htm (EX-3.3) — 316KB
• exhibit104secondarstockhol.htm (EX-10.4) — 351KB
• exhibit105firstamendmentto.htm (EX-10.5) — 41KB
• 0001158172-25-000104.txt ( ) — 1051KB
• scor-20251229.xsd (EX-101.SCH) — 2KB
• scor-20251229_lab.xml (EX-101.LAB) — 23KB
• scor-20251229_pre.xml (EX-101.PRE) — 13KB
• scor-20251229_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Stockholders Agreement On the Closing Date, the Company and the Stockholders entered into a Second Amended and Restated Stockholders Agreement (the "Stockholders Agreement"), pursuant to which, among other things, immediately following the Closing, the Company was obligated to take all necessary action to ensure that the Company's Board of Directors (the "Board") and certain committees thereof consisted of the individuals set forth therein, including the applicable designees of each Stockholder, in each case as more particularly set forth in the Stockholders Agreement. Upon Closing, the Board consists of seven total directors: one designee of each Stockholder, one Additional Director (as defined below), 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 Stockholders Agreement, an individual who is an affiliate of such Stockholders (the "Unaffiliated Directors"), including the chief executive officer of the Company. See Item 5.02 of this Current Report on Form 8-K for further information regarding Board composition as of the Closing Date. The Stockholders Agreement provides that the Company shall not increase or decrease the size of the Board without the prior approval of a majority of the Unaffiliated Directors serving on the Board as of such time. The Company is obligated to take all necessary action (to the extent not prohibited by applicable law) to cause the Board to (a) appoint or nominate an Unaffiliated Director for election to fill any vacancy created by (i) the death, disability, resignation or removal of an Unaffiliated Director or (ii) an increase in the size of the Board and (b) maintain a percentage of Unaffiliated Directors serving on the Board that is no less than the percentage of Unaffiliated Directors serving on the Board as of Closing. Under the Stockholders Agreement, t

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities . The disclosure set forth above in the Introductory Note and below in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The securities of the Company that were issued as part of the Exchange will not initially be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K related to the Stockholders Agreement and the RRA Amendment and below in Item 5.03 of this Current Report on Form 8-K related to the Certificate of Elimination of Designation of Series B Convertible Preferred Stock (the "Certificate of Elimination"), the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment"), and the Certificate of Designations is incorporated herein by reference. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the consummation of the Exchange, Nana Banerjee, Itzhak Fisher, Leslie Gillin and Marty Patterson resigned from the Board effective as of the Closing Date. The resignations were not a result of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Company's operations, policies or practices. Also in connection with the consummation of the Exchange, the Board appointed Bob Davenport to the Board effective as of the Closing Date. Mr. Davenport will serve as a Class III director with a term expiring at the 2028 annual meeting of stockholders of the Company. He will also serve as chair of the Board's Nominating and Governance Committee and as a member of the Compensation Committee. Mr. Davenport was designated by Pine pursuant to the Stockholders Agreement. He serves as an executive officer of Pine and as a director and employee of Cerberus Capital Management, L.P. and, as a result, has an indirect interest in the Exchange and the Company's previously disclosed transactions with Pine. Mr. Davenport will earn cash retainers for his service on the Board and its committees in accordance with the Company's standard director compensation program, as d

03. Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year

Item 5.03. Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year. Certificate of Elimination On and effective as of the Closing Date, in connection with the consummation of the Exchange, the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, returning the shares of Series B Preferred Stock to the status of undesignated preferred stock and eliminating from the Amended and Restated Certificate of Incorporation of the Company (the 4 "Certificate of Incorporation") all matters set forth in the Certificate of Designations of Series B Preferred Stock, as filed with the Secretary of State of the State of Delaware on March 10, 2021, as amended. The foregoing summary of the Certificate of Elimination does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Elimination, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. Certificate of Amendment On and effective as of the Closing Date, following the filing of the Certificate of Elimination, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware. The Certificate of Amendment permitted the issuance of Common Stock and Series C Preferred Stock to the Stockholders in connection with the Exchange and authorized a sufficient number of shares of preferred stock and Common Stock into which shares of Series C Preferred Stock may be converted. The Certificate of Amendment (a) decreased the total number of shares of stock authorized for issuance from 121,750,000 to 60,000,000, (b) decreased the number of shares of preferred stock authorized for issuance from 105,000,000 to 14,000,000 and (c) increased the number of shares of Common Stock authorized for issuance from 16,750,000 to 46,000,000. The foregoing summary of the Certificate of Amendment does not purport to be complete and is subject to, and qual

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Elimination of Designation of Series B Convertible Preferred Stock of comScore, Inc . , dated December 29, 2025 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc. , dated December 29, 2025 3.3 Certificate of Designations of Series C Convertible Preferred Stock, p ar v alue $0.001, of comScore, Inc. , dated December 29, 2025 10.1 Stock Exchange Agreement, dated as of September 26, 2025, by and between comScore, Inc. and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on September 29, 2025) (File No. 001-33520) 10.2 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 the Registrant's Current Report on Form 8-K, filed on September 29, 2025) (File No. 001-33520) 10.3 Stock Exchange Agreement, dated as of September 26, 2025, by and between comScore, Inc. and Pine Investor, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed on September 29, 2025) (File No. 001-33520) 10.4 Second Amended and Restated Stockholders Agreement , dated as of December 29, 2025, by and among comScore, Inc., Charter Communications Holding Company, LLC, Liberty Broadband Corporation and Pine Investor, LLC 10.5 First Amendment to Registration Rights Agreement, dated as of December 29. 2025 , by and amo ng comScore, Inc. , Charter Commu nications Holding Company , LLC, Liberty Broadband Corporation and Pine Investor , LLC 10.6 Amendment No. 1 to Financing Agreement, dated as of September 26, 2025, by and between comScore Inc., each subsidiary of comScore, Inc. from time to time party thereto as a guarantor, each lender from time to time party thereto, and Blue Torch Finance LL

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. comScore, Inc. By: /s/ Mary Margaret Curry Mary Margaret Curry Chief Financial Officer and Treasurer Date: December 31, 2025 7

View Full Filing

View this 8-K filing on SEC EDGAR