---
schema_version: "secwatch.filing_event.v1"
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"
generated_at: "2026-05-16T11:53:03.627792+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 5.02, 3.02, 5.03, 3.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/scor-20251229.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001158172-25-000104
- JSON: https://secwatch.observer/filing/0001158172-25-000104.json
- Plain text: https://secwatch.observer/filing/0001158172-25-000104.txt

## Source-grounded claims
- claim_id: 5cea8f5d4dd03a46e037914830e9c22c81569866
  claim: COMSCORE, INC.: Amended certificate of incorporation to eliminate Series B Preferred Stock designation and adjust authorized share counts.
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm
- claim_id: 5fb32a568f50518c9e5eef0a2e6dde9ff8411dd2
  claim: 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.
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm
- claim_id: db92542c7b4106f8a941e1d2d7a106ad5ba38163
  claim: COMSCORE, INC.: Filed Certificate of Designations to establish Series C Convertible Preferred Stock.
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm
- claim_id: 58a3562b3b4e1c69e11f7a0c2539b8b2383498ff
  claim: COMSCORE, INC. entered into Second Amended and Restated Stockholders Agreement with the Company and the Stockholders.
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1158172/000115817225000104/0001158172-25-000104-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.