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.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
COMSCORE, INC.: Amended certificate of incorporation to eliminate Series B Preferred Stock designation and adjust authorized share counts.
- Change
- charter amendment
Exact text from the 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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
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.
- Change
- charter amendment
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
COMSCORE, INC.: Filed Certificate of Designations to establish Series C Convertible Preferred Stock.
- Change
- charter amendment
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
COMSCORE, INC. entered into Second Amended and Restated Stockholders Agreement with the Company and the Stockholders.
- Action
- entry
- Counterparty
- the Company and the Stockholders
Exact text from the filing
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.
View on SEC.gov
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