Comscore to exchange Series B Preferred for Series C Preferred and common stock with Charter, Liberty, and Cerberus

COMSCORE, INC.

Each stockholder exchanges 31,928,301 Series B shares for 4,223,621 Series C shares (liquidation pref $14.50/sh) and 3,286,825 common shares.
Closing requires stockholder approval; Board will consist of 7 members post-closing with designees from each stockholder and 3 unaffiliated directors.
Common shares issued in exchange subject to 6-month lockup unless price >= $12.50; Series C convertible at holder option with 49.99% beneficial ownership cap.
Company to pay each stockholder $2 million cash on June 30, 2028 upon closing; Financing Agreement amended to permit the exchange.
Series C carries neutral voting cap of 16.66% per holder and mandatory conversion if VWAP exceeds threshold within six months post-closing.

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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 0.95

COMSCORE, INC.: Comscore filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to increase authorized shares of Preferred Stock and Common Stock for conversion of Series C Preferred Stock (effective 2025-09-29).

Change: charter amendment
Effective: 2025-09-29

Exact text from the filing

the Company will execute and file the Certificate of Designations and a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Amendment ”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

COMSCORE, INC.: Comscore filed a Certificate of Elimination to retire Series B Preferred Stock and remove related provisions from its Certificate of Incorporation (effective 2025-09-29).

Change: charter amendment
Effective: 2025-09-29

Exact text from the filing

the Company will execute and file a Certificate of Retirement and Elimination of Designation of Series B Convertible Preferred Stock (the “ Certificate of Elimination ”), retiring the shares of Series B Preferred Stock acquired by the Company pursuant to the Exchange Agreements and eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designations of Series B Preferred Stock

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259 governance changes filed in the last 30 days. Browse all governance changes →

COMSCORE, INC. filing history →

Source: SEC EDGAR

accession 0001193125-25-221284

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