---
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"
generated_at: "2026-05-17T05:22:02.294387+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-221284
- JSON: https://secwatch.observer/filing/0001193125-25-221284.json
- Plain text: https://secwatch.observer/filing/0001193125-25-221284.txt

## Key facts
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1158172/000119312525221284/0001193125-25-221284-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1158172/000119312525221284/0001193125-25-221284-index.htm

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