COMSCORE, INC.
For the period ended Dec 29, 2025. Filed Dec 31, 2025.
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Dec 29, 2025 · Filed Dec 31, 2025
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Contents
Introductory Note
As previously disclosed, on September 26, 2025, comScore, Inc. (the "Company"), entered into separate Stock Exchange Agreements (individually, an "Exchange Agreement" and collectively, the "Exchange Agreements") with each of Charter Communications Holding Company, LLC, a Delaware limited liability company ("Charter"), Liberty Broadband Corporation, a Delaware corporation ("Liberty"), and Pine Investor, LLC, a Delaware limited liability company wholly owned by funds advised by Cerberus Capital Management, L.P. ("Pine" and together with Charter and Liberty, referred to herein collectively as the "Stockholders" and individually as a "Stockholder").
On December 29, 2025 (the "Closing Date"), the Company and the Stockholders completed the transactions contemplated by the Exchange Agreements (the "Closing"). On the Closing Date and pursuant to the Exchange Agreements, each Stockholder exchanged the 31,928,301 shares of Series B Convertible Preferred Stock, par value $0.001 per share, of the Company ("Series B Preferred Stock") previously owned by such Stockholder for (i) 4,223,621 shares of a new series of convertible preferred stock designated as Series C Convertible Preferred Stock, par value $0.001 per share ("Series C Preferred Stock"), which Series C Preferred Stock is convertible into shares of common stock, par value $0.001 per share, of the Company ("Common Stock") in accordance with the terms of the Certificate of Designations of Series C Preferred Stock filed with the Secretary of State of the State of Delaware (the "Certificate of Designations") and (ii) 3,286,825 shares of Common Stock (the "Exchange Common Stock" and such transactions, collectively, the "Exchange").
The foregoing summary of the Exchange Agreements and the Exchange does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Exchange Agreements with Charter, Libertyand Pine, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 1.01 Entry into a Material Definitive Agreement.
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