COMSCORE, INC.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 7, 2025
SCOR$3.35+2.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001158172-25-000082
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001158172-25-000097
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 16 previous paragraphs and 19 current paragraphs.
10 unchanged; 5 reworded; 4 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
The consummation of our proposed recapitalization transaction is subject to a number of conditions, some of which are outside of our control, and, if these conditions are not satisfied or waived on a timely basis, the transaction may not be completed.
Current report
On September 26, 2025, we entered into separate Stock Exchange Agreements (the "Exchange Agreements") with the holders of our Preferred Stock, pursuant to which, at the closing of the transactions contemplated thereby (the "Closing"), each holder will exchange the Preferred Stock currently owned by such holder for shares of Series C Preferred Stock and Common Stock. If consummated, the proposed recapitalization transaction would result in the exchange and retirement of all shares of Preferred Stock, the elimination of related dividend rights, and a reduction in the holders' director designation rights, among other things. We believe the transaction would improve alignment of interests across our stockholders, strengthen corporate governance, and provide us with increased financial flexibility to invest in our business.
Current report
The Closing is subject to various closing conditions, including approval by our stockholders. We currently intend to hold a special meeting of stockholders in December 2025 to seek approval of the transaction and related matters and, if approved, to complete the Closing shortly thereafter. If we are unable to obtain stockholder approval or satisfy other closing conditions, however, the Exchange Agreements may be terminated and the Closing may not occur. In such case, we and our stockholders would not realize the expected benefits of the transaction, and our business and financial results could be harmed. In addition, failure to complete the transaction could adversely affect our stock price, including to the extent that the current market price of our Common Stock is positively affected by a market assumption that the transaction will close. Finally, any delay in completing the transaction could cause us not to realize some or all of the expected benefits and could materially increase our costs. There can be no assurance that the conditions to Closing will be satisfied or that the transaction will be completed within the expected timeframe or at all.
Current report
As described above, the proposed recapitalization transaction would result in the exchange and retirement of all shares of Preferred Stock and the elimination of related dividend rights. However, the transaction would also result in the issuance of 9,860,475 new shares of Common Stock and 12,670,863 shares of Series C Preferred Stock, which would be convertible into Common Stock at an initial rate of 1:1. On an as-converted basis, assuming full conversion of the Series C Preferred Stock on a 1:1 basis without regard to limitations on conversion, the aggregate number of shares of Common Stock expected to be issued in the transaction represents approximately 81.8% of the total Common Stock on a post-closing basis.
Removed paragraphs (1)
Previous report
On August 5, 2025, we announced that as part of an ongoing strategic review by our Board of Directors, Goldman Sachs & Co. LLC has been retained to advise on strategic and capital structure alternatives for the Company that could benefit our stockholders. The outcome of this review could result in our issuance of additional securities, including additional shares of Common Stock and/or other securities convertible into shares of Common Stock.
Reworded paragraphs (5)
Previous wording
Our business depends on the health of the media and advertising industries in which we operate. The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities, and the economy in general. Over the past two years, macroeconomic factors including inflation, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures. Recent developments in U.S. trade policy have created additional uncertainty, contributing to further spending delays by advertisers. These declines, which may continue in future periods, have had a direct impact on demand for our products, which measure advertising campaigns and audiences.
Current wording
Our business depends on the health of the media and advertising industries in which we operate. The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities, and the economy in general. In recent years, macroeconomic factors including inflation, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures. Recent developments in U.S. trade policy have created additional uncertainty, contributing to further spending delays by advertisers. These declines, which may continue in future periods, have had a direct impact on demand for our products, which measure advertising campaigns and audiences.
Previous wording
We have a senior secured financing agreement (the "Credit Agreement") with a borrowing capacity of $60.0 million. As of June 30, 2025, we had outstanding borrowings totaling $44.8 million under the Credit Agreement. Amounts outstanding under the Credit Agreement are made at the Adjusted Term SOFR rate or the Reference Rate (each as defined in the Credit Agreement) and bear interest at a rate per annum equal to (i) the Adjusted Term SOFR rate, subject to a 3.0% floor, plus an applicable margin of 7.0%, or (ii) the Reference Rate, subject to a 4.0% floor, plus an applicable margin of 6.0%. As of June 30, 2025, the applicable interest rate was 11.56%. In addition, the Credit Agreement provides for an unused commitment fee equal to 1.0% per annum of the unused revolving commitments. The Credit Agreement matures in December 2028.
Current wording
We have a senior secured financing agreement (the "Credit Agreement") with a borrowing capacity of $60.0 million. As of September 30, 2025, we had outstanding borrowings totaling $44.7 million under the Credit Agreement. Amounts outstanding under the Credit Agreement are made at the Adjusted Term SOFR rate or the Reference Rate (each as defined in the Credit Agreement) and bear interest at a rate per annum equal to (i) the Adjusted Term SOFR rate, subject to a 3.0% floor, plus an applicable margin of 7.0%, or (ii) the Reference Rate, subject to a 4.0% floor, plus an applicable margin of 6.0%. As of September 30, 2025, the applicable interest rate was 11.26%. In addition, the Credit Agreement provides for an unused commitment fee equal to 1.0% per annum of the unused revolving commitments. The Credit Agreement matures in December 2028.
Previous wording
Our existing stockholders have experienced and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock. As of June 30, 2025, our Preferred Stock was convertible into an aggregate of 5,151,204 shares of Common Stock at the election of the holders. In addition, holders of Preferred Stock are entitled to a cumulative annual dividend at a rate of 7.5% per annum, subject to increase under certain circumstances. On June 24, 2025, each holder waived its right to receive on June 30, 2025 the annual dividends otherwise payable by us on that date. Under the waivers and the Certificate of Designations of our Preferred Stock, the deferred dividends will accrue and accumulate at a rate of 9.5% per year from June 30, 2025 until paid. The Certificate of Designations permits payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock (which would be convertible into shares of Common Stock) or a combination thereof, subject to conditions set forth in the Certificate of Designations. As described above, however, our Credit Facility prohibits the payment of cash dividends on the Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends on and after that date. These restrictions make it more likely that we may become obligated to pay annual dividends on the Preferred Stock in the form of securities. As of June 30, 2025, accrued dividends for the Preferred Stock totaled $17.9 million.
Current wording
Our existing stockholders have experienced and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock. As of September 30, 2025, our Preferred Stock was convertible into an aggregate of 5,251,758 shares of Common Stock at the election of the holders. In addition, holders of Preferred Stock are entitled to a cumulative annual dividend at a rate of 7.5% per annum, subject to increase under certain circumstances. On June 24, 2025, each holder waived its right to receive on June 30, 2025 the annual dividends otherwise payable by us on that date. Under the waivers and the Certificate of Designations of our Preferred Stock, the deferred dividends will accrue and accumulate at a rate of 9.5% per year from June 30, 2025 until paid. The Certificate of Designations permits payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock (which would be convertible into shares of Common Stock) or a combination thereof, subject to conditions set forth in the Certificate of Designations. As described above, however, our Credit Facility prohibits the payment of cash dividends on the Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends on and after that date. These restrictions make it more likely that we may become obligated to pay annual dividends on the Preferred Stock in the form of securities, particularly if the proposed recapitalization transaction is not approved and consummated. As of September 30, 2025, accrued dividends for the Preferred Stock totaled $22.9 million.
Previous wording
As of June 30, 2025, 99,266 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), 294,446 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit and deferred stock unit awards under our equity incentive plans and arrangements (including Shareablee plan awards and an employment inducement award we granted in 2021), and 2,761,946 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan.
Current wording
As of September 30, 2025, 98,726 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), 383,196 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit and deferred stock unit awards under our equity incentive plans and arrangements (including Shareablee plan awards and an employment inducement award we granted in 2021), and 2,582,844 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan.
Previous wording
The issuance of shares of Common Stock (i) upon the conversion of or payment of dividends on our Preferred Stock, (ii) pursuant to outstanding and future equity awards, (iii) in connection with our strategic review, or (iv) upon the conversion of other existing or future convertible securities, may result in substantial dilution to each of our stockholders by reducing that stockholder's percentage ownership of our outstanding Common Stock.
Current wording
The issuance of shares of Common Stock (i) upon the conversion of or payment of dividends on our Preferred Stock, (ii) in connection with the proposed recapitalization transaction, (iii) pursuant to outstanding and future equity awards, or (iv) upon the conversion of other existing or future convertible securities, may result in substantial dilution to each of our stockholders by reducing that stockholder's percentage ownership of our outstanding Common Stock.