{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-221284","form_type":"8-K","ticker":"SCOR","cik":"0001158172","company_name":"COMSCORE, INC.","filed_at":"2025-09-29T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.455912+00:00","generated_at":"2026-05-17T05:22:02.294387+00:00","sec_items":["1.01","3.02","3.03","5.02","5.03","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Comscore to exchange Series B Preferred for Series C Preferred and common stock with Charter, Liberty, and Cerberus","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-221284","json":"https://secwatch.observer/filing/0001193125-25-221284.json","markdown":"https://secwatch.observer/filing/0001193125-25-221284.md","text":"https://secwatch.observer/filing/0001193125-25-221284.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1158172/000119312525221284/0001193125-25-221284-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1158172/000119312525221284/d13858d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T05:22:02.294387+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5c80a51e20bf9cb300e883d9db695f473af2a941","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000119312525221284/0001193125-25-221284-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-09-29"}],"fact_type":"governance_change"},{"claim_id":"6500f5bb48ec49e6d4878826d1bbe91355c0d61a","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000119312525221284/0001193125-25-221284-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-09-29"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}