COMSCORE, INC. · Stock award · Common Stock

What does this filing report?

An SEC Form 4 filing for COMSCORE, INC. records a stock award involving Common Stock on December 29, 2025. The reported quantity was 3,286,825. The filing date is December 31, 2025. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Filing footnotes & remarks

F1

This Form 4 is being filed in connection with the consummation on December 29, 2025 of the exchange contemplated by the Stock Exchange Agreements, dated September 26, 2025, pursuant to which Pine Investor, LLC exchanged 31,928,301 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") previously held by it for: (i) 4,223,621 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), and (ii) 3,286,825 shares of common stock, par value $0.001 per share of comScore, Inc. (the "Company", and such exchange, the "Exchange"). The Exchange reported herein was approved by the Board of Directors of the Company and is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d) thereunder.

F2

Pine Investor, LLC is the record holder of the securities reported herein. Cerberus Capital Management, L.P., either directly or through one or more intermediate entities, including Pine Investor, LLC, possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company reported herein.

F3

Represents the number of shares of common stock, par value $0.001 per share, of the Company ("Common Stock") issuable upon conversion of the Series B Convertible Preferred Stock immediately prior to the Exchange, based on the then-effective conversion rate.

F4

The Series C Preferred Stock is convertible at any time, at the holder's election, into shares of Common Stock on a one-for-one basis, subject to the terms of the Certificate of Designations of Series C Preferred Stock filed with the Secretary of State of the State of Delaware, as may be amended from time to time. Conversion of the Series C Preferred Stock is subject to certain limitations, including a restriction that prohibits conversion to the extent such conversion would result in the holder beneficially owning more than 49.99% of the outstanding shares of Common Stock immediately following such conversion. The Series C Preferred Stock has no expiration date.

F5

Each restricted stock unit represents a right to receive one share of Common Stock. The restricted stock unit award reported herein (the "Stock Award") represents a prorated grant of 5,000 restricted stock units issued to Robert Davenport in connection with his service as a member of the Company's board of directors and pursuant to the Company's standard director compensation program. The Stock Award will vest on the earliest of the Company's 2026 annual meeting of stockholders, June 30, 2026 or a change in control of the Company, with vested units to be deferred and delivered in shares of Common Stock upon the earlier of his separation from service or a change in control of the Company. Pursuant to a director fee assignment agreement dated as of December 29, 2025, Mr. Davenport has assigned to Cerberus Capital Management, L.P. all of his rights and interests in the Stock Award and any shares of common stock issuable upon settlement thereof.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.