8-K filed December 31, 2025, 6:59 PM ET ticker SCOR CIK 0001158172

other material confidence high sentiment neutral materiality 0.70

comScore closes exchange of Series B Preferred for Series C Preferred and common; board reduced to 7 directors

COMSCORE, INC.

On Dec 29, 2025, comScore completed exchange of 31.9M Series B Preferred shares for 4.2M Series C Preferred and 3.3M common shares with Charter, Liberty Broadband, and Pine.
Four directors resigned (Banerjee, Fisher, Gillin, Patterson); Bob Davenport appointed from Pine, board now 7 members including new chair David Kline.
Authorized shares cut from 121.75M to 60M total; preferred from 105M to 14M; common from 16.75M to 46M.
Series C Preferred liquidation preference $14.50/share, convertible to common, mandatory conversion if VWAP exceeds Mandatory Conversion Price, change-of-control put/call at 9.5% interest.
New Stockholders Agreement includes standstill, 49.99% neutral vote cap, right of first refusal, and termination at 5% beneficial ownership.

item 1.01 item 5.02 item 3.02 item 5.03 item 3.03 item 9.01

Machine-readable event card

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accession: 0001158172-25-000104
form_type: 8-K
ticker: SCOR
cik: 0001158172
company_name: COMSCORE, INC.
filed_at: 2025-12-31T23:59:59+00:00
discovered_at: 2026-05-14T18:02:38.900543+00:00
generated_at: 2026-05-16T11:53:03.627792+00:00
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Source-grounded claims

5cea8f5d4dd03a46e037914830e9c22c81569866

COMSCORE, INC.: Amended certificate of incorporation to eliminate Series B Preferred Stock designation and adjust authorized share counts.

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

5fb32a568f50518c9e5eef0a2e6dde9ff8411dd2

COMSCORE, INC.: Filed Certificate of Amendment to authorize issuance of Common Stock and Series C Preferred Stock, decreasing authorized preferred and increasing authorized common shares.

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

db92542c7b4106f8a941e1d2d7a106ad5ba38163

COMSCORE, INC.: Filed Certificate of Designations to establish Series C Convertible Preferred Stock.

the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Series C Preferred Stock designating the Series C Preferred Stock and establishing the powers, designations, preferences and relative, participating, optional or other rights

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

58a3562b3b4e1c69e11f7a0c2539b8b2383498ff

COMSCORE, INC. entered into Second Amended and Restated Stockholders Agreement with the Company and the Stockholders.

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.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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same fact type: governance_change, material_agreement same SEC item: 1.01, 3.02, 5.02, 5.03, 9.01 same event type: other_material similar materiality

This filing

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

Comparable filing

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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

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same fact type: governance_change same SEC item: 3.02, 3.03, 5.02, 5.03, 9.01 same event type: other_material similar materiality

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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

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On May 29, 2026, the Company filed with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a Certificate of Amendment to its Certificate of Incorporation (the "Certificate of Amendment") to effect the Reverse Stock Split and Authorized Share Reduction.

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same fact type: governance_change same SEC item: 1.01, 3.03, 5.02, 5.03, 9.01 same event type: other_material similar materiality

This filing

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

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FortuneX Acquisition Corp May 29, 2026, 5:32 PM ET other_material Items 1.01, 3.02, 5.02, 5.03, 9.01

same fact type: governance_change same SEC item: 1.01, 3.02, 5.02, 5.03, 9.01 same event type: other_material similar materiality

This filing

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

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same fact type: governance_change, material_agreement same SEC item: 1.01, 3.03, 5.03, 9.01 same event type: other_material similar materiality

This filing

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

Comparable filing

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CPS TECHNOLOGIES CORP/DE/ June 1, 2026, 9:35 AM ET other_material Items 1.01, 5.03, 8.01, 9.01

same fact type: governance_change, material_agreement same SEC item: 1.01, 5.03, 9.01 same event type: other_material similar materiality

This filing

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

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zSpace, Inc. June 1, 2026, 8:00 AM ET other_material Items 1.01, 1.02, 2.03, 3.02, 5.03, 9.01

same fact type: governance_change same SEC item: 1.01, 3.02, 5.03, 9.01 same event type: other_material similar materiality

This filing

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

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Source: SEC EDGAR

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