SCOR / comScore, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Fifth Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan

Exhibit 10.1 Fifth Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan THIS FIFTH AMENDMENT (the “Fifth Amendment”) to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan (as amended, modified or supplemented from time to time, the “Plan”) was adopted by comScore, Inc.’s (the “Company’s”) board of directors (the “Board”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2025 COMSCORE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2025 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number)

Comscore Reports Second Quarter 2025 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Second Quarter 2025 Results RESTON, Va., August 5, 2025 – Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today reported financial results for the quarter ended June 30, 2025. "Our execution through the first half of the year has been solid as we continue to build the future of cro

Series B Preferred Stockholder Waiver, dated June 24, 2025, from Liberty Broadband Corporation

Exhibit 4.2 Series B Preferred Stockholder Waiver June 24, 2025 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: [***] Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”),

Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc.

Exhibit 3.2 Third Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, Par Value $0.001, of comScore, Inc. COMSCORE, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 242 thereof, hereby certifies that the following resolutions amen

Series B Preferred Stockholder Waiver, dated June 24, 2025, from Pine Investor, LLC

Exhibit 4.3 Series B Preferred Stockholder Waiver June 24, 2025 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: [***] Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 17, 2025 COMSCORE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 17, 2025 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc.

Exhibit 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc. comScore, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That on April 16, 2025, the Board of Directors (the “Board”) of the Corporation duly adopted resolutions setting f

Series B Preferred Stockholder Waiver, dated June 24, 2025, from Charter Communications Holding Company, LLC

Exhibit 4.1 Series B Preferred Stockholder Waiver June 24, 2025 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: [***] Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Comscore Reports First Quarter 2025 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports First Quarter 2025 Results RESTON, Va., May 6, 2025 – Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today reported financial results for the quarter ended March 31, 2025. "In the first quarter, we delivered double-digit growth in our Cross-Platform and Local offerings, highlighti

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2025 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Carmenere Holding Company Delaware, U.S.A. comScore (Beijing) Information Technology Company Limited China comScore Argentina S.A. Argentina comScore Asia Limited Hong Kong comScore Asia Pte Ltd. Singapore comScore Australia Pty Limited Australia comScore Brand Awareness, L.L.C. Delaware, U.S.A. comScore B

Third Amendment to Data License Agreement, dated as of November 8, 2024, by and between comScore, Inc. and Charter Communications Operating, LLC

Exhibit 10.55 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]. THIRD AMENDMENT TO DATA LICENSE AGREEMENT This Third Amendment to Data License Agreement (this “Amendment”) is entered into as of the date of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-33520 COMSCORE, INC.

Separation and General Release Agreement, dated as of January 27, 2025, by and between comScore, Inc. and David Algranati

Exhibit 10.50 SEPARATION AND GENERAL RELEASE AGREEMENT This SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into by and between comScore, Inc., a Delaware corporation (the “Company”), and David Algranati (“Executive”). The Company and Executive are each referred to herein individually as a “Party” and collectively as the “Parties.” WHEREAS, Executive and the Company are part

Description of Securities

Exhibit 4.6 DESCRIPTION OF SECURITIES The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2024. The summary is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation and bylaws, each of which is incorporated b

comScore, Inc. Insider Trading Policy, as amended and restated effective September 26, 2024

Exhibit 19.1 Insider Trading Policy Amended and Restated as of September 26, 2024 TABLE OF CONTENTS Page INTRODUCTION 1 Legal prohibitions on insider trading 1 Detection and prosecution of insider trading 1 Penalties for violation of insider trading laws and this Policy 1 Compliance Officer 2 Reporting violations 2 Personal responsibility 2 Twenty-twenty hindsight 2 No circumvention 2 PERSONS AND

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 4, 2025 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

Comscore Reports Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Fourth Quarter and Full Year 2024 Results RESTON, Va., March 04, 2025 - Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today reported financial results for the fourth quarter and full year ended December 31, 2024. FY 2024 Financial Highlights •Revenue for 2024 was $356.0 million c

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 6, 2025 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2025 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 9, 2025 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number)

Financing Agreement, dated as of December 31, 2024, by and among comScore, Inc. (as administrative borrower), certain subsidiaries of the administrative borrower (as guarantors), Blue Torch Finance LLC (as administrative agent and collateral agent) and the lenders party thereto

Exhibit 10.2 FINANCING AGREEMENT Dated as of December 31, 2024 by and among COMSCORE, INC., as Administrative Borrower, AND EACH SUBSIDIARY OF BORROWER LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BLUE TORCH FINANCE LLC, as Administrative Agent and Collateral Agent FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE

Pledge and Security Agreement, dated as of December 31, 2024, by and among comScore, Inc. and certain subsidiaries of comScore, Inc. (as guarantors) and Blue Torch Finance LLC (as collateral agent)

Exhibit 10.3 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of December 31, 2024, made by each of the Grantors referred to below, in favor of Blue Torch Finance LLC, a Delaware limited liability company, in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity

Fourth Amendment to Data License Agreement, dated as of December 31, 2024, by and between comScore, Inc. and Charter Communications Operating, LLC

Exhibit 10.1 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]. FOURTH AMENDMENT TO DATA LICENSE AGREEMENT This Fourth Amendment to Data License Agreement (this “Amendment”), by and between Charter Communic

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 31, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Numbe

Fourth Amendment, dated as of November 5, 2024, to the Credit Agreement among comScore, Inc. (as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America N.A. (as Administrative Agent), and the lenders party thereto

Exhibit 10.5 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of November 5, 2024 is by and among COMSCORE, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”). RECITALS WHEREAS,

Comscore Reports Third Quarter 2024 Results

FOR IMMEDIATE RELEASE Comscore Reports Third Quarter 2024 Results RESTON, Va., November 12, 2024 – Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today reported financial results for the quarter ended September 30, 2024. Q3 2024 Financial Highlights •Revenue for the third quarter was $88.5 million compared to $91.0 million in Q3 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Form of comScore, Inc. Cash Incentive Plan Participation Agreement for Employees

Exhibit 10.4 COMSCORE, INC. CASH INCENTIVE PLAN PARTICIPATION AGREEMENT This Participation Agreement (this “Agreement”) is entered and effective as of [] (the “Grant Date”), by and between comScore, Inc., a Delaware corporation (the “Company”), and [] (“Participant”). To carry out the purposes of the comScore, Inc. Cash Incentive Plan (the “Plan”), by granting an Award to Participant pursuant to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Fourth Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan

Exhibit 10.2 Fourth Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan THIS FOURTH AMENDMENT (the “Fourth Amendment”) to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan (as amended, modified or supplemented from time to time, the “Plan”) was adopted by comScore, Inc.’s (the “Company’s”) board of directors (the “Board

Comscore Reports Second Quarter 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Second Quarter 2024 Results RESTON, Va., August 6, 2024 – Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today reported financial results for the quarter ended June 30, 2024. Q2 2024 Financial Highlights •Revenue for the second quarter was $85.8 million compared to $93.7 million i

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number)

SCOR / comScore, Inc. / CHARTER COMMUNICATIONS, INC. /MO/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* COMSCORE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 20564W105 (CUSIP Number) Charter Communications Inc. 400 Washington Blvd. Stamford, Connecticut 06902 Telephone: 203-905-7801 Attention: Jennifer A.

SCOR / comScore, Inc. / Liberty Broadband Corp - SC 13D/A Activist Investment

SC 13D/A 1 tm2420261d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* comScore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 20564W105 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer Liberty Broadband Corporation 12300 Liberty Boulevard E

SCOR / comScore, Inc. / Pine Investor, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* comScore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 20564W204 (CUSIP Number) with a copy to: Cerberus Capital Management, L.P. Robert G. Minion, Esq. Attn: Andrew Kandel, Chief Compliance Officer Lowens

Series B Preferred Stockholder Waiver, dated July 23, 2024, from Pine Investor, LLC (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

Exhibit 4.3 Series B Preferred Stockholder Waiver July 23, 2024 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”), of co

Series B Preferred Stockholder Waiver, dated July 23, 2024, from Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

Exhibit 4.1 Series B Preferred Stockholder Waiver July 23, 2024 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”), of co

Subscription Agreement, dated July 24, 2024, by and between comScore, Inc. and Pine Investor, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

Exhibit 10.3 SUBSCRIPTION AGREEMENT comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, Virginia 20190 The undersigned (the “Investor”) hereby confirms its agreement with comScore, Inc., a Delaware corporation (the “Issuer”), as follows: 1.This Subscription Agreement (this “Agreement”), is made as of the date set forth below between the Issuer and the Investor. 2.Agreement to Sell and Purchase

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2024 COMSCORE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

Amended and Restated Stockholders Agreement, dated July 24, 2024, by and among comScore, Inc., Charter Communications Holding Company, LLC, Liberty Broadband Corporation and Pine Investor, LLC (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

Exhibit 10.4 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement” or the “Amended and Restated Stockholders Agreement”), dated as of July 24, 2024 (the “Effective Date”), is entered into by and among comScore, Inc., a Delaware corporation (the “Company”), Charter Communications Holding Company, LLC, a Delaware limited liability company (the

Series B Preferred Stockholder Waiver, dated July 23, 2024, from Liberty Broadband Corporation (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

Exhibit 4.2 Series B Preferred Stockholder Waiver July 23, 2024 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”), of co

Subscription Agreement, dated July 24, 2024, by and between comScore, Inc. and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

Exhibit 10.1 SUBSCRIPTION AGREEMENT comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, Virginia 20190 The undersigned (the “Investor”) hereby confirms its agreement with comScore, Inc., a Delaware corporation (the “Issuer”), as follows: 1.This Subscription Agreement (this “Agreement”), is made as of the date set forth below between the Issuer and the Investor. 2.Agreement to Sell and Purchase

Subscription Agreement, dated July 24, 2024, by and between comScore, Inc. and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

Exhibit 10.2 SUBSCRIPTION AGREEMENT comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, Virginia 20190 The undersigned (the “Investor”) hereby confirms its agreement with comScore, Inc., a Delaware corporation (the “Issuer”), as follows: 1.This Subscription Agreement (this “Agreement”), is made as of the date set forth below between the Issuer and the Investor. 2.Agreement to Sell and Purchase

As filed with the Securities and Exchange Commission on June 28, 2024

As filed with the Securities and Exchange Commission on June 28, 2024 Registration No.

Series B Preferred Stockholder Waiver, dated June

Exhibit 4.3 Series B Preferred Stockholder Waiver June 27, 2024 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: [email protected] Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Pre

Series B Preferred Stockholder Waiver, dated June 27, 2024, from Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed June 28, 2024) (File No. 001-33520)

Exhibit 4.1 Series B Preferred Stockholder Waiver June 27, 2024 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: [email protected] Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Pre

Calculation of Filing Fee Tables

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act of 1933 (Form Type) COMSCORE, INC. (Exact Name of Registrant as Specified in its Charter) TABLE 1 – NEWLY REGISTERED SECURITIES Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) F

Series B Preferred Stockholder Waiver, dated June 27, 2024, from Liberty Broadband Corporation (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed June 28, 2024) (File No. 001-33520)

Exhibit 4.2 LIBERTY BROADBAND CORPORATION June 27, 2024 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: [email protected] Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred S

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 27, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 12, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed June 18, 2024) (File No. 001-33520

Exhibit 3.1 Second Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, Par Value $0.001, of comScore, Inc. COMSCORE, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 242 thereof, hereby certifies that the following resolutions ame

comScore, Inc. Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed May 24, 2024) (File No. 001-33520)

Exhibit 10.1 COMSCORE, INC. CASH INCENTIVE PLAN 1. Purpose. The purpose of this Cash Incentive Plan (the “Plan”) is to advance the best interests of comScore, Inc., a Delaware corporation (the “Company”), by providing cash incentives to certain employees of the Company and its subsidiaries. 2. Definitions. Terms used but not otherwise defined herein shall have the meanings set forth in this Sectio

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (I

Change of Control Agreement, effective as of March 27, 2024, by and between comScore, Inc. and Steve Bagdasarian

Exhibit 10.1 COMSCORE, INC. CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the “Agreement”) is made and entered into by and between Steve Bagdasarian (“Executive”) and comScore, Inc., a Delaware corporation (the “Company”), effective as of March 27, 2024 (the “Effective Date”). RECITALS 1. The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Bo

as of March 27, 2024, by and between comScore, Inc. and Steve Bagdasarian

Exhibit 10.2 COMSCORE, INC. SEVERANCE AGREEMENT This Severance Agreement (the “Agreement”) is made and entered into by and between Steve Bagdasarian (“Executive”) and comScore, Inc., a Delaware corporation (the “Company”), effective as of March 27, 2024 (the “Effective Date”). RECITALS 1. The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) believes t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 3, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Comscore Reports First Quarter 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports First Quarter 2024 Results RESTON, Va., May 7, 2024 – Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today reported financial results for the quarter ended March 31, 2024. Q1 2024 Financial Highlights •Revenue for the first quarter was $86.8 million compared to $91.6 million in Q1

Third Amendment, dated as of May 3, 2024, to the Credit Agreement among comScore, Inc. (as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America N.A. (as Administrative Agent), and the lenders party thereto

Exhibit 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of May 3, 2024 is by and among COMSCORE, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”). RECITALS WHEREAS, the Bo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

Press Release, dated

EX-99.1 2 scoraprilnominationwithdra.htm EX-99.1 180 DEGREE CAPITAL CORP. NOTES INCLUSION OF MATTHEW F. MCLAUGHLIN AS A NOMINEE FOR THE BOARD OF DIRECTORS OF COMSCORE, INC. April 18, 2024 – Montclair, NJ – 180 Degree Capital Corp. (NASDAQ: TURN) (“180 Degree Capital”) today noted the filing of a proxy statement by comScore, Inc. (“SCOR”) that includes Matthew F. McLaughlin as a nominee for electio

SCOR / comScore, Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 3, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 21, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number)

Exhibit 99.1

180 DEGREE CAPITAL CORP. NOTES SUPPORT OF ITS BOARD NOMINEE, MATTHEW F. MCLAUGHLIN, BY BOARD OF DIRECTORS OF COMSCORE, INC. March 26, 2024 – Montclair, NJ – 180 Degree Capital Corp. (NASDAQ: TURN) (“180 Degree Capital”) today noted the announcement by comScore, Inc. (“SCOR”) that SCOR’s Nominating Committee and Board of Directors will support the addition of 180 Degree Capital’s nominee, Matthew F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

Press Release, dated March

EX-99.1 2 scormarchmattnominationnote.htm EX-99.1 180 DEGREE CAPITAL CORP. NOTES SUPPORT OF ITS BOARD NOMINEE, MATTHEW F. MCLAUGHLIN, BY BOARD OF DIRECTORS OF COMSCORE, INC. March 26, 2024 – Montclair, NJ – 180 Degree Capital Corp. (NASDAQ: TURN) (“180 Degree Capital”) today noted the announcement by comScore, Inc. (“SCOR”) that SCOR’s Nominating Committee and Board of Directors will support the a

SCOR / comScore, Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 25, 2024 COMSCORE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 25, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number)

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 25, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number)

Form of Restricted Stock Units Award Agreement, dated June 6, 2023, under Shareablee, Inc. 2013 Stock Option/Stock Issuance Plan

Exhibit 10.55 Restricted Stock Units Award Agreement This RESTRICTED STOCK UNITS AWARD AGREEMENT (this “Agreement”) is made as of June 6, 2023 (the “Date of Grant”), by and between comScore, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Carmenere Holding Company Delaware, U.S.A. comScore (Beijing) Information Technology Company Limited China comScore Argentina S.A. Argentina comScore Asia Limited Hong Kong comScore Asia Pte Ltd. Singapore comScore Australia Pty Limited Australia comScore Brand Awareness, L.L.C. Delaware, U.S.A. comScore B

comScore, Inc. Clawback Policy, as amended and restated effective October 2, 2023

Exhibit 97.1 COMSCORE, INC. CLAWBACK POLICY (As Amended and Restated, Effective October 2, 2023) This amended and restated Clawback Policy (this “Policy”) has been adopted by the Board of Directors (the “Board”) of comScore, Inc. (the “Company”), effective as of October 2, 2023 (“Effective Date”), to implement the incentive-based compensation recovery requirements set forth in Section 10D of the S

Form of Amendment to Performance Restricted Stock Units Award Agreement, dated December 20, 2023

Exhibit 10.56 AMENDMENT TO PERFORMANCE RESTRICTED STOCK UNITS AWARD AGREEMENT This Amendment to Performance Restricted Stock Units Award Agreement (this “Amendment”) is entered into as of December 20, 2023, by and between comScore, Inc., a Delaware corporation (the “Company”), and [•] (the “Grantee”). Capitalized terms used but not otherwise defined in this Amendment will have the meanings given t

Description of Securities

Exhibit 4.10 DESCRIPTION OF SECURITIES The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2023. The summary is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation and bylaws, each of which is incorporated

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-33520 COMSCORE, INC.

SCOR / comScore, Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

SC 13D/A 1 scor-13daxmar72024ownershi.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 11)1 Comscore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 6, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

Comscore Reports Fourth Quarter and Full Year 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Fourth Quarter and Full Year 2023 Results RESTON, Va., March 06, 2024 - Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today reported financial results for the fourth quarter and full year ended December 31, 2023. FY 2023 Financial Highlights •Revenue for 2023 was $371.3 million c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

Exhibit 99.1

180 DEGREE CAPITAL CORP. NOTES AVERAGE DISCOUNT OF NET ASSET VALUE PER SHARE TO STOCK PRICE FOR SECOND MONTH OF INITIAL MEASUREMENT PERIOD OF ITS DISCOUNT MANAGEMENT PROGRAM Montclair, NJ – March 1, 2024 – 180 Degree Capital Corp. (“180 Degree Capital”) (NASDAQ: TURN), noted today that the average discount between its estimated daily net asset value per share (“NAV”) and its daily closing stock pr

SCOR / comScore, Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

SC 13D/A 1 scor-13daxmar12024pressrel.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 10)1 Comscore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities)

Press Release, dated

EX-99.1 2 a20240301-secondquarterdis.htm EX-99.1 180 DEGREE CAPITAL CORP. NOTES AVERAGE DISCOUNT OF NET ASSET VALUE PER SHARE TO STOCK PRICE FOR SECOND MONTH OF INITIAL MEASUREMENT PERIOD OF ITS DISCOUNT MANAGEMENT PROGRAM Montclair, NJ – March 1, 2024 – 180 Degree Capital Corp. (“180 Degree Capital”) (NASDAQ: TURN), noted today that the average discount between its estimated daily net asset value

bit 99.

Q4 2023 Shareholder Letter Fellow Shareholders: This “recession," which has been one of the drivers of capital away from risk assets to perceived safer assets, has been the most fun and awesome one ever.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

Exhibit 99.1

180 DEGREE CAPITAL CORP. REPORTS NET ASSET VALUE PER SHARE (“NAV”) OF $5.02, COMPRISED OF 99% CASH AND PUBLIC SECURITIES1, AS OF DECEMBER 31, 2023 MONTCLAIR, NJ – February 20, 2024 – 180 Degree Capital Corp. (NASDAQ:TURN) (“180 Degree Capital” and the “Company”), today reported its financial results as of December 31, 2023, and noted additional developments from the first quarter of 2024. The Comp

Shareholder Letter, date

Q4 2023 Shareholder Letter Fellow Shareholders: This “recession," which has been one of the drivers of capital away from risk assets to perceived safer assets, has been the most fun and awesome one ever.

SCOR / comScore, Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

Press Release, dated February

180 DEGREE CAPITAL CORP. REPORTS NET ASSET VALUE PER SHARE (“NAV”) OF $5.02, COMPRISED OF 99% CASH AND PUBLIC SECURITIES1, AS OF DECEMBER 31, 2023 MONTCLAIR, NJ – February 20, 2024 – 180 Degree Capital Corp. (NASDAQ:TURN) (“180 Degree Capital” and the “Company”), today reported its financial results as of December 31, 2023, and noted additional developments from the first quarter of 2024. The Comp

US20564W2044 / comScore Inc / Weiss Multi-Strategy Advisers LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

Exhibit 99.1

180 DEGREE CAPITAL CORP. NOTES AVERAGE DISCOUNT OF NET ASSET VALUE PER SHARE TO STOCK PRICE FOR FIRST MONTH OF INITIAL MEASUREMENT PERIOD OF ITS DISCOUNT MANAGEMENT PROGRAM Montclair, NJ – February 1, 2024 – 180 Degree Capital Corp. (“180 Degree Capital”) (NASDAQ: TURN), noted today that the average discount between its estimated daily net asset value per share (“NAV”) and its daily closing stock

SCOR / comScore, Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

180 DEGREE CAPITAL CORP. NOTES AVERAGE DISCOUNT OF NET ASSET VALUE PER SHARE TO STOCK PRICE FOR FIRST MONTH OF INITIAL MEASUREMENT PERIOD OF ITS DISCOUNT MANAGEMENT PROGRAM

EX-99.1 2 a20240201-firstquarterdisc.htm EX-99.1 180 DEGREE CAPITAL CORP. NOTES AVERAGE DISCOUNT OF NET ASSET VALUE PER SHARE TO STOCK PRICE FOR FIRST MONTH OF INITIAL MEASUREMENT PERIOD OF ITS DISCOUNT MANAGEMENT PROGRAM Montclair, NJ – February 1, 2024 – 180 Degree Capital Corp. (“180 Degree Capital”) (NASDAQ: TURN), noted today that the average discount between its estimated daily net asset val

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

Press Release, dated January

EX-99.1 2 a20240129-mclaughlinnomina.htm EX-99.1 180 DEGREE CAPITAL CORP. NOMINATES MATTHEW F. MCLAUGHLIN FOR ELECTION TO THE BOARD OF COMSCORE, INC. Montclair, NJ – January 29, 2024 – 180 Degree Capital Corp. (“180 Degree Capital” or "we") (NASDAQ:TURN), today announced that on January 25, 2024, it delivered a formal letter to comScore, Inc. (“SCOR” or the "Company") notifying it of its intention

Power of Attorney, dated January 25, 2024.

EX-99.3 4 scor-poamclaughlinxfinal.htm EX-99.3 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Daniel B. Wolfe the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of comScore, Inc., a Delaware corporat

Indemnification Agreement, dated January 25, 2024.

EX-99.2 3 scor-indemnificationagreem.htm EX-99.2 180 DEGREE CAPITAL CORP. 7 N. Willow Street, Suite 4B Montclair, NJ 07042 January 25, 2024 Matthew F. McLaughlin 53 Gideon Garth Severna Park, MD 21146 Re: comScore, Inc. Dear Mr. McLaughlin: Thank you for agreeing to serve as a nominee for election to the board of directors of comScore, Inc. (the “Company”) in connection with the proxy solicitation

SCOR / comScore, Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

SC 13D/A 1 scor-13daxjanuarynominatio.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 7)1 Comscore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities)

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

Exhibit 99.

180 DEGREE CAPITAL CORP. NOMINATES MATTHEW F. MCLAUGHLIN FOR ELECTION TO THE BOARD OF COMSCORE, INC. Montclair, NJ – January 29, 2024 – 180 Degree Capital Corp. (“180 Degree Capital” or "we") (NASDAQ:TURN), today announced that on January 25, 2024, it delivered a formal letter to comScore, Inc. (“SCOR” or the "Company") notifying it of its intention to nominate Matthew F. McLaughlin for election t

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Daniel B.

180 DEGREE CAPITAL CORP. 7 N. Willow Street, Suite 4B Montclair, NJ 07042

180 DEGREE CAPITAL CORP. 7 N. Willow Street, Suite 4B Montclair, NJ 07042 January 25, 2024 Matthew F. McLaughlin 53 Gideon Garth Severna Park, MD 21146 Re: comScore, Inc. Dear Mr. McLaughlin: Thank you for agreeing to serve as a nominee for election to the board of directors of comScore, Inc. (the “Company”) in connection with the proxy solicitation that 180 Degree Capital Corp. and certain of its

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 28, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 28, 2023 COMSCORE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 28, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Numbe

Comscore Lead Director Brent Rosenthal to Retire from the Board and Not Stand for Re-election at the 2024 Annual Meeting Comscore plans to nominate CEO Jon Carpenter to join the Board

Exhibit 99.1 Comscore Lead Director Brent Rosenthal to Retire from the Board and Not Stand for Re-election at the 2024 Annual Meeting Comscore plans to nominate CEO Jon Carpenter to join the Board RESTON VA, December 29, 2023 – Comscore, Inc. (Nasdaq: SCOR) (“Comscore” or the “Company”) announced today that its Lead Director, Brent Rosenthal, who stepped down as non-executive Chairman of the Board

Third Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 27, 2023) (File No. 001-33520)

Exhibit 10.1 Third Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan THIS THIRD AMENDMENT (the “Third Amendment”) to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan (as amended, modified or supplemented from time to time, the “Plan”), was adopted by comScore, Inc.’s (the “Company’s”) board of directors (the “Board”)

Series B Preferred Stockholder Waiver, dated December 26, 2023, from Charter Communications Holding Company, LLC

Exhibit 4.1 Series B Preferred Stockholder Waiver December 26, 2023 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”), o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 20, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Numbe

Series B Preferred Stockholder Waiver, dated December 26, 2023, from

Exhibit 4.3 Series B Preferred Stockholder Waiver December 26, 2023 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”), o

Series B Preferred Stockholder Waiver, dated December 26, 2023, from Liberty Broadband Corporation

Exhibit 4.2 Series B Preferred Stockholder Waiver December 26, 2023 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”), o

Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed December 27, 2023) (File No. 001-33520)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMSCORE, INC. comScore, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That at a meeting of the Board of Directors (the “Board”) of the Corporation, resolutions were duly adopted settin

Comscore Moves Ahead with Reverse Stock Split As indicated in Comscore’s October shareholder letter, a reverse split is needed to comply with Nasdaq listing requirements Continued positive momentum with expected achievement of 2023 financial guidance

Exhibit 99.1 Comscore Moves Ahead with Reverse Stock Split As indicated in Comscore’s October shareholder letter, a reverse split is needed to comply with Nasdaq listing requirements Continued positive momentum with expected achievement of 2023 financial guidance while launching differentiated new products, setting Comscore up for a strong 2024 and beyond RESTON VA, December 18, 2023 – Comscore, I

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 12, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Numbe

The Proposal, dated December 11, 2023.

EX-99.1 2 draft-14ax8proposalfordecl.htm EX-99.1 7 N. Willow Street, Suite 4B Montclair, NJ 07042 P: 973-746-4500 F: 973-746-4508 December 11, 2023 Via Electronic Mail and Courier comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, Virginia 20190 Attn: Ashley Wright General Counsel and Secretary Re: Submission of Proposal pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amende

SCOR / Comscore Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

SC 13D/A 1 scor-13daxdecemberdeclassi.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 6)1 comScore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities)

, Kevin M. Rendino and Matthew F.

EX-99.1 2 scornov2023groupagreement.htm EX-99.1 GROUP AGREEMENT WHEREAS, the undersigned are stockholders, direct or beneficial, of Comscore, Inc., a Delaware corporation (the “Company”); and WHEREAS, 180 Degree Capital Corp. (“180 Degree Capital”), Kevin M. Rendino, and Matthew F. McLaughlin wish to form a group for the purpose of (i) seeking representation on the Board of Directors of the Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

SCOR / Comscore Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

SC 13D/A 1 scor-13daxnovember2023.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)1 comScore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 2056

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Comscore Reports Third Quarter 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Third Quarter 2023 Results RESTON, Va., November 6, 2023 – Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting, and evaluating media across platforms, today reported financial results for the quarter ended September 30, 2023. Q3 2023 Financial Highlights •Revenue for the third quarter was $91.0 million compared to $92.8 mil

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Amended and Restated 2018 Equity and Incentive Compensation Plan

Exhibit 10.1 Second Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan THIS SECOND AMENDMENT (the “Second Amendment”) to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan (as amended, modified or supplemented from time to time, the “Plan”) was adopted by comScore, Inc.’s (the “Company’s”) board of directors (the “Board

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number)

Comscore Reports Second Quarter 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Second Quarter 2023 Results RESTON, Va., August 8, 2023 – Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting, and evaluating media across platforms, today reported financial results for the quarter ended June 30, 2023. Q2 2023 Financial Highlights •Revenue for the second quarter was $93.7 million compared to $91.4 million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 11, 2023 COMSCORE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 11, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

Calculation of Filing Fee Tables

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act of 1933 (Form Type) COMSCORE, INC. (Exact Name of Registrant as Specified in its Charter) TABLE 1 – NEWLY REGISTERED SECURITIES Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) F

As filed with the Securities and Exchange Commission on June 30, 2023

As filed with the Securities and Exchange Commission on June 30, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2023 COMSCORE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed June 22, 2023) (File No. 001-33520)

Exhibit 3.2 Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, Par Value $0.001, of comScore, Inc. COMSCORE, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 242 thereof, hereby certifies that the following resolutions amending t

Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed June 22, 2023) (File No. 001-33520)

Exhibit 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc. comScore, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That at a meeting of the Board of Directors (the “Board”) of the Corporation, resolutions were duly adopted settin

Series B Preferred Stockholder Waiver, dated June 15, 2023, from Pine Investor, LLC

Exhibit 4.3 Series B Preferred Stockholder Waiver June 15, 2023 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”), of co

Series B Preferred Stockholder Waiver, dated June 15, 2023, from Liberty Broadband Corporation

Exhibit 4.2 Series B Preferred Stockholder Waiver June 15, 2023 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”), of co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2023 COMSCORE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

dated June 15, 2023, from Charter Communications Holding Company, LLC

Exhibit 4.1 Series B Preferred Stockholder Waiver June 15, 2023 ELECTRONIC MAIL comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Attention: Ashley Wright, General Counsel, Corporate and Securities Email: Dear Ms. Wright: Reference is made to that certain (i) Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”), of co

SCOR / Comscore Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

SCOR / Comscore Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

SCOR / Comscore Inc. / Liberty Broadband Corp - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* comScore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 20564W105 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer Liberty Broadband Corporation 12300 Liberty Boulevard Englewood, Colorado 80112 (720) 875-5700 (Name

SCOR / Comscore Inc. / Qurate Retail, Inc. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* comScore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 20564W105 (CUSIP Number) Renee L. Wilm, Esq. Chief Legal Officer Qurate Retail, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 (720) 875-5300 (Name, Addre

SCOR / Comscore Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

Comscore Reports First Quarter 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports First Quarter 2023 Results RESTON, Va., May 9, 2023 – Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting, and evaluating media across platforms, today reported financial results for the quarter ended March 31, 2023. "Despite a challenging macroeconomic environment, I am pleased with the progress we're making against our st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 COMSCORE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

SCOR / Comscore Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SCOR / Comscore Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

Description of Securities

Exhibit 4.10 DESCRIPTION OF SECURITIES The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2022. The summary is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation and bylaws, each of which is incorporated

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Carmenere Holding Company Delaware, U.S.A. comScore (Beijing) Information Technology Company Limited China comScore Argentina S.A. Argentina comScore Asia Limited Hong Kong comScore Asia Pte Ltd. Singapore comScore Australia Pty Limited Australia comScore Brand Awareness, L.L.C. Delaware, U.S.A. comScore B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-33520 COMSCORE, INC.

Comscore Reports Fourth Quarter and Full Year 2022 Results FY Revenue of $376.4 million, up 2.6% from 2021 FY Net Loss of $66.6 million versus $50.0 million in 2021 FY Adjusted EBITDA of $37.0 million, up 16.1% from 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Fourth Quarter and Full Year 2022 Results FY Revenue of $376.4 million, up 2.6% from 2021 FY Net Loss of $66.6 million versus $50.0 million in 2021 FY Adjusted EBITDA of $37.0 million, up 16.1% from 2021 RESTON, Va., February 28, 2023 - Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platform

Second Amendment, dated as of February 24, 2023, to the Credit Agreement among comScore, Inc. (as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A. (as Administrative Agent), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 28, 2023) (File No. 001-33520)

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of February 24, 2023 is by and among COMSCORE, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”). RECITALS WHEREAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2023 COMSCORE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 22, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Numbe

SCOR / COMSCORE, Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13G Passive Investment

SC 13G 1 scor-13gx2x14x23.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. )* COMSCORE, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 20564W105 (CUSIP Number) 180 Degree Capita

SCOR / COMSCORE, Inc. / Weiss Multi-Strategy Advisers LLC Passive Investment

SC 13G/A 1 d993722513g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* comScore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 20564W105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2023 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number

SCOR / COMSCORE, Inc. / PRIMECAP MANAGEMENT CO/CA/ - PRIMECAP MANAGEMENT CO/CA/ Passive Investment

SC 13G/A 1 scora1510923.htm PRIMECAP MANAGEMENT CO/CA/ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15)* comScore, Inc. (Name of Issuer) COM (Title of Class of Securities) 20564W105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

SCOR / COMSCORE, Inc. / Pine Investor, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* comScore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 20564W105 (CUSIP Number) with a copy to: Cerberus Capital Management, L.P. Robert G. Minion, Esq. Attn: Andrew Kandel, Chief Compliance Officer Lowens

Severance Agreement, effective as of May 28, 2019, by and between comScore, Inc. and David Algranati (incorporated by reference to Exhibit 10.14 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed November 9, 2022) (File No. 001-33520)

Exhibit 10.14 COMSCORE, INC. SEVERANCE AGREEMENT This Severance Agreement (the “Agreement”) is made and entered into by and between David Algranati (“Executive”) and comScore, Inc., a Delaware corporation (the “Company”), effective as of May 28, 2019 (the “Effective Date”). RECITALS 1.The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) believes that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Form of Performance Restricted Stock Units Award Agreement for COO (incorporated by reference to Exhibit 10.12 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed November 9, 2022) (File No. 001-33520)

Exhibit 10.12 COMSCORE, INC. Performance Restricted Stock Units Award Agreement This PERFORMANCE RESTRICTED STOCK UNITS AWARD AGREEMENT (this “Agreement”) is made as of August 24, 2022 (the “Date of Grant”), by and between comScore, Inc., a Delaware corporation (the “Company”), and Gregory Dale (the “Grantee”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agree

Change of Control Agreement, effective as of May 28, 2019, by and between comScore, Inc. and David Algranati (incorporated by reference to Exhibit 10.13 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed November 9, 2022) (File No. 001-33520)

Exhibit 10.13 COMSCORE, INC. CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the “Agreement”) is made and entered into by and between David Algranati (“Executive”) and comScore, Inc., a Delaware corporation (the “Company”), effective as of May 28, 2019 (the “Effective Date”). RECITALS 1.The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 8, 2022 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number

Comscore Reports Third Quarter 2022 Results Revenue of $92.8 million, up 0.3% from Q3 2021 Net loss of $52.4 million versus net income of $2.0 million in Q3 2021 Adjusted EBITDA of $11.7 million, up 4.0% from Q3 2021 Updating 2022 revenue guidance an

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Third Quarter 2022 Results Revenue of $92.8 million, up 0.3% from Q3 2021 Net loss of $52.4 million versus net income of $2.0 million in Q3 2021 Adjusted EBITDA of $11.7 million, up 4.0% from Q3 2021 Updating 2022 revenue guidance and maintaining adjusted EBITDA margin guidance RESTON, Va., November 8, 2022 ? Comscore, Inc. (Nasdaq: SCOR), a trus

Second Amendment to Data License Agreement, dated as of November 6, 2022, by and between comScore, Inc. and Charter Communications Operating, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed November 7, 2022) (File No. 001-33520)

Exhibit 10.1 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]. SECOND AMENDMENT TO DATA LICENSE AGREEMENT This Second Amendment to Data License Agreement (this “Amendment”) is entered into as of the date o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2022 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 29, 2022 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Numb

Comscore Announces Leadership Appointments Algranati named CIO, Dale COO, Lieberman CTO

Exhibit 99.1 Comscore Announces Leadership Appointments Algranati named CIO, Dale COO, Lieberman CTO RESTON, VA, August 23rd, 2022 - Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today announced several leadership appointments. Effective immediately, Dr. David Algranati, currently Chief Product Officer, will assume the role of Chi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 22, 2022 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number)

Change of Control Agreement, effective as of August 23, 2022, by and between comScore, Inc. and Greg Dale (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No. 001-33520)

Exhibit 10.2 COMSCORE, INC. CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the ?Agreement?) is made and entered into by and between Greg Dale (?Executive?) and comScore, Inc., a Delaware corporation (the ?Company?), effective as of August 23, 2022 (the ?Effective Date?). RECITALS 1. The Compensation Committee (the ?Committee?) of the Board of Directors of the Company (the ?Board?) b

Separation and General Release Agreement, dated August 25, 2022, by and between comScore, Inc. and Chris Wilson (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No. 001-33520)

Exhibit 10.4 SEPARATION AND GENERAL RELEASE AGREEMENT This SEPARATION AND GENERAL RELEASE AGREEMENT (this ?Agreement?) is entered into by and between comScore, Inc., a Delaware corporation (the ?Company?), and Christopher Wilson (?Executive?). The Company and Executive are each referred to herein individually as a ?Party? and collectively as the ?Parties.? WHEREAS, Executive and the Company are pa

Severance Agreement, effective as of August 23, 2022, by and between comScore, Inc. and Greg Dale (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No. 001-33520)

Exhibit 10.3 COMSCORE, INC. SEVERANCE AGREEMENT This Severance Agreement (the ?Agreement?) is made and entered into by and between Greg Dale (?Executive?) and comScore, Inc., a Delaware corporation (the ?Company?), effective as of August 23, 2022 (the ?Effective Date?). RECITALS 1. The Compensation Committee (the ?Committee?) of the Board of Directors of the Company (the ?Board?) believes that it

Letter Agreement, dated August 22, 2022, by and between comScore, Inc. and Greg Dale (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No. 001-33520)

Exhibit 10.1 August 22, 2022 By E-mail Mr. Greg Dale Comscore, Inc. Dear Greg: On behalf of Comscore, Inc. (the ?Company?), I am pleased to provide you (?Executive?) with this letter (this ?Letter?) memorializing the terms of your employment as Chief Operating Officer of the Company, effective as of August 23, 2022 (the ?Start Date?). Reference is made herein to those certain Change of Control and

Comscore Reports Second Quarter 2022 Results Revenue of $91.4 million, up 4.3% from Q2 2021 Net loss of $5.1 million versus $18.5 million in Q2 2021 Adjusted EBITDA of $6.5 million, up 146.9% from Q2 2021 Updating 2022 revenue guidance and increasing

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Second Quarter 2022 Results Revenue of $91.4 million, up 4.3% from Q2 2021 Net loss of $5.1 million versus $18.5 million in Q2 2021 Adjusted EBITDA of $6.5 million, up 146.9% from Q2 2021 Updating 2022 revenue guidance and increasing adjusted EBITDA margin guidance RESTON, Va., August 9, 2022 ? Comscore, Inc. (Nasdaq: SCOR), a trusted partner for

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2022 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number)

First Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed August 9, 2022) (File No. 001-33520)

Exhibit 10.1 First Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan THIS FIRST AMENDMENT (the ?First Amendment?) to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan (the ?Plan?) was adopted by comScore, Inc.?s (the ?Company?s?) board of directors (the ?Board?) on April 22, 2022 to be effective June 15, 2022 (the ?Ef

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Form of Performance Restricted Stock Units Award Agreement for CFO (incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed August 9, 2022) (File No. 001-33520)

Exhibit 10.9 COMSCORE, INC. Performance Restricted Stock Units Award Agreement This PERFORMANCE RESTRICTED STOCK UNITS AWARD AGREEMENT (this ?Agreement?) is made as of July 6, 2022 (the ?Date of Grant?), by and between comScore, Inc., a Delaware corporation (the ?Company?), and Mary Margaret Curry (the ?Grantee?). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Ag

Form of Performance Restricted Stock Units Award Agreement for CEO (incorporated by reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed August 9, 2022) (File No. 001-33520)

Exhibit 10.8 COMSCORE, INC. Performance Restricted Stock Units Award Agreement This PERFORMANCE RESTRICTED STOCK UNITS AWARD AGREEMENT (this ?Agreement?) is made as of July 6, 2022 (the ?Date of Grant?), by and between comScore, Inc., a Delaware corporation (the ?Company?), and Jonathan Carpenter (the ?Grantee?). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agr

First Amendment to the comScore, Inc. Change of Control Agreement, effective as of July 6, 2022, by and between comScore, Inc. and Jonathan Carpenter (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No. 001-33520)

Exhibit 10.2 FIRST AMENDMENT TO THE COMSCORE, INC. CHANGE OF CONTROL AGREEMENT This First Amendment (this ?Amendment?) to the comScore, Inc. Change of Control Agreement by and between comScore, Inc., a Delaware corporation (the ?Company?), and Jonathan Carpenter (?Executive?) is effective as of July 6, 2022 (the ?Effective Date?). WHEREAS, the Company and Executive entered into a Change of Control

Comscore Announces CEO Appointment Jon Carpenter Appointed Chief Executive Officer Dr. Nana Banerjee Named Chairman Mary Margaret Curry Named Chief Financial Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Announces CEO Appointment Jon Carpenter Appointed Chief Executive Officer Dr. Nana Banerjee Named Chairman Mary Margaret Curry Named Chief Financial Officer RESTON, Va., July 6, 2022 ? Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, announced today that Jon Carpenter, who has served as the

First Amendment to the comScore, Inc. Severance Agreement, effective as of July 6, 2022, by and between comScore, Inc. and Jonathan Carpenter (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No. 001-33520)

Exhibit 10.3 FIRST AMENDMENT TO THE COMSCORE, INC. SEVERANCE AGREEMENT This First Amendment (this ?Amendment?) to the comScore, Inc. Severance Agreement by and between comScore, Inc., a Delaware corporation (the ?Company?), and Jonathan Carpenter (?Executive?) is effective as of July 6, 2022 (the ?Effective Date?). WHEREAS, the Company and Executive entered into a Severance Agreement as of Novembe

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 5, 2022 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (I

Letter Agreement, dated July 5, 2022, by and between comScore, Inc. and Jonathan Carpenter (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No. 001-33520)

Exhibit 10.1 July 5, 2022 By E-mail Mr. Jonathan Carpenter Comscore, Inc. 7 Penn Plaza, 10th Floor New York, NY 10001 Dear Jon: On behalf of Comscore, Inc. (the ?Company?), I am pleased to provide you (?Executive?) with this letter (this ?Letter?) memorializing the terms of your employment as Chief Executive Officer of the Company, effective as of July 6, 2022 (the ?Start Date?). Reference is made

Change of Control Agreement, effective as of July 6, 2022, by and between comScore, Inc. and Mary Margaret Curry (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No. 001-33520)

Exhibit 10.5 COMSCORE, INC. CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the ?Agreement?) is made and entered into by and between Mary Margaret Curry (?Executive?) and comScore, Inc., a Delaware corporation (the ?Company?), effective as of July 6, 2022 (the ?Effective Date?). RECITALS 1. The Compensation Committee (the ?Committee?) of the Board of Directors of the Company (the ?Bo

Letter Agreement, dated July 5, 2022, by and between comScore, Inc. and Mary Margaret Curry (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No. 001-33520)

Exhibit 10.4 July 5, 2022 By E-mail Ms. Mary Margaret Curry Comscore, Inc. 11950 Democracy Drive, Suite 600 Reston, VA 20190 Dear Mary Margaret: On behalf of Comscore, Inc. (the ?Company?), I am pleased to provide you (?Executive?) with this letter (this ?Letter?) memorializing the terms of your employment as Chief Financial Officer and Treasurer of the Company, effective as of July 6, 2022 (the ?

Severance Agreement, effective as of July 6, 2022, by and between comScore, Inc. and Mary Margaret Curry (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No. 001-33520)

Exhibit 10.6 COMSCORE, INC. SEVERANCE AGREEMENT This Severance Agreement (the ?Agreement?) is made and entered into by and between Mary Margaret Curry (?Executive?) and comScore, Inc., a Delaware corporation (the ?Company?), effective as of July 6, 2022 (the ?Effective Date?). RECITALS 1. The Compensation Committee (the ?Committee?) of the Board of Directors of the Company (the ?Board?) believes t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 5, 2022 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (I

SCOR / COMSCORE, Inc. / Pine Investor, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* comScore, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 20564W105 (CUSIP Number) with a copy to: Cerberus Capital Management, L.P. Robert G. Minion, Esq. Attn: Andrew Kandel, Chief Compliance Officer Lowens

Calculation of Filing Fee Tables

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) COMSCORE, INC. (Exact Name of Registrant as Specified in its Charter) TABLE 1 ? NEWLY REGISTERED SECURITIES Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) F

As filed with the Securities and Exchange Commission on June 29, 2022

As filed with the Securities and Exchange Commission on June 29, 2022 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2022 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

First Amendment to Data License Agreement, dated as of March 30, 2022, by and between comScore, Inc. and Charter Communications Operating, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2022, filed May 10, 2022) (File No. 001-33520)

Exhibit 10.1 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND OF THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]. FIRST AMENDMENT TO DATA LICENSE AGREEMENT This First Amendment to Data License Agreement (this ?Amendment?) is entered into as of the date of las

Comscore Reports First Quarter 2022 Results Revenue of $94.0 Million, up 4% from Q1 2021 Net Loss of $9.3 Million versus $36.4 Million in Q1 2021 Adjusted EBITDA of $6.8 Million, up 22% from Q1 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports First Quarter 2022 Results Revenue of $94.0 Million, up 4% from Q1 2021 Net Loss of $9.3 Million versus $36.4 Million in Q1 2021 Adjusted EBITDA of $6.8 Million, up 22% from Q1 2021 RESTON, Va., May 10, 2022 ? Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting, and evaluating media across platforms, today reported financia

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2022 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

First Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan (incorporated by reference to Annex A to the Registrant's Definitive Proxy Statement on Schedule 14A, filed April 29, 2022 (File No. 001-33520))

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Description of Securities

Exhibit 4.12 DESCRIPTION OF SECURITIES The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2021. The summary is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation and bylaws, each of which is incorporated

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-33520 COMSCORE, INC.

List of Subsidiaries

Exhibit 21.1 SUBSIDIARY OF THE REGISTRANT The following subsidiary of comScore, Inc. is considered a significant subsidiary as of December 31, 2021. Name of Subsidiary Jurisdiction of Incorporation. Rentrak Corporation Oregon, U.S.A.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 25, 2022 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Numbe

Comscore Reports Fourth Quarter 2021 Results Revenue of $96.5 Million, Up 7% from Q4 2020 Net Income of $2.9 Million versus Net Loss of $13.2 Million in Q4 2020 Adjusted EBITDA of $12.4 Million, up 32% from Q4 2020

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Fourth Quarter 2021 Results Revenue of $96.5 Million, Up 7% from Q4 2020 Net Income of $2.9 Million versus Net Loss of $13.2 Million in Q4 2020 Adjusted EBITDA of $12.4 Million, up 32% from Q4 2020 RESTON, Va., February 28, 2022 - Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, tod

Transition and Separation Agreement, dated as of February 28, 2022, between comScore, Inc. and William Livek (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed February 28, 2022) (File No. 001-33520)

Exhibit 10.2 TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (this ?Agreement?) is entered into as of February 28, 2022 (the ?Effective Date?) by and between William Livek (?Employee?) and comScore, Inc., a Delaware corporation (the ?Company?). WHEREAS, the parties wish to enter into this Agreement to memorialize their agreement with respect to certain matters relating

First Amendment, dated as of February 25, 2022, to the Credit Agreement among comScore, Inc. (as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A. (as Administrative Agent), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 28, 2022) (File No. 001-33520)

Exhibit 10.1 FIRST AMENDMENT THIS FIRST AMENDMENT (this ?Amendment?) dated as of February 25, 2022 to the Credit Agreement referenced below is by and among COMSCORE, INC., a Delaware corporation (the ?Borrower?), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such c

Comscore CEO Bill Livek Announces Intention to Retire and Transition to Non-Executive Vice Chairman Role After a Successor is Identified Will Serve as Non-Executive Vice Chair Through 2024 Term Company Has Engaged Spencer Stuart to Assist with CEO Se

Exhibit 99.2 Comscore CEO Bill Livek Announces Intention to Retire and Transition to Non-Executive Vice Chairman Role After a Successor is Identified Will Serve as Non-Executive Vice Chair Through 2024 Term Company Has Engaged Spencer Stuart to Assist with CEO Search RESTON, Va., February 28, 2022 ? Comscore (NASDAQ: SCOR), a trusted partner for planning, transacting, and evaluating media across p

SCOR / COMSCORE, Inc. / Weiss Multi-Strategy Advisers LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

SCOR / COMSCORE, Inc. / PRIMECAP MANAGEMENT CO/CA/ - PRIMECAP MANAGEMENT CO/CA/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14)* comScore, Inc. (Name of Issuer) COM (Title of Class of Securities) 20564W105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

Amendment No. 1 to Shareablee, Inc. 2013 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 99.2 to the Registrant's Registration Statement on Form S-8, filed December 23, 2021) (File No. 333-261890)

EX-99.2 5 exhibit992-amendmentno1tos.htm EX-99.2 Exhibit 99.2 AMENDMENT NO. 1 TO SHAREABLEE, INC. 2013 STOCK OPTION/STOCK ISSUANCE PLAN Effective as of April 25, 2014 WHEREAS, Shareablee, Inc. (the “Company”) sponsors and maintains the Shareablee, Inc. 2013 Stock Option/Stock Issuance Plan (the “Plan”), WHEREAS, the Company reserved 1,000,000 shares of the Company’s common stock, par value $0.001

As filed with the Securities and Exchange Commission on December 23, 2021

As filed with the Securities and Exchange Commission on December 23, 2021 Registration No.

Restricted Stock Units Award Agreement, dated November 29, 2021, between comScore, Inc. and Jonathan Carpenter (incorporated by reference to Exhibit 99.5 to the Registrant's Registration Statement on Form S-8, filed December 23, 2021) (File No. 333-261890)

EX-99.5 8 exhibit995-restrictedstock.htm EX-99.5 Exhibit 99.5 COMSCORE, INC. Restricted Stock Units Award Agreement This RESTRICTED STOCK UNITS AWARD AGREEMENT (this “Agreement”) is made as of November 29, 2021 (the “Date of Grant”), by and between comScore, Inc., a Delaware corporation (the “Company”), and Jonathan Carpenter (the “Grantee”). 1.Grant of RSUs. Subject to and upon the terms, conditi

Amendment No. 3 to Shareablee, Inc. 2013 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 99.4 to the Registrant's Registration Statement on Form S-8, filed December 23, 2021) (File No. 333-261890)

Exhibit 99.4 AMENDMENT NO. 3 TO SHAREABLEE, INC. 2013 STOCK OPTION/STOCK ISSUANCE PLAN Effective as of May 1, 2021 WHEREAS, the Company sponsors and maintains the Shareablee, Inc. 2013 Stock Option/Stock Issuance Plan, as amended (the ?Plan?); WHEREAS, there are currently 3,250,000 shares of the Company?s common stock, par value $0.001 per share (the ?Common Stock?) reserved for issuance under the

Shareablee, Inc. 2013 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement on Form S-8, filed December 23, 2021) (File No. 333-261890)

EX-99.1 4 exhibit991-shareablee2013s.htm EX-99.1 Exhibit 99.1 SHAREABLEE, INC. 2013 STOCK OPTION/STOCK ISSUANCE PLAN ARTICLE ONE GENERAL PROVISIONS I.PURPOSE OF THE PLAN This Plan is intended to promote the interests of Shareablee, Inc., a Delaware corporation (the “Corporation”), by providing eligible persons employed by or serving the Corporation with the opportunity to acquire a proprietary int

Amendment No. 2 to Shareablee, Inc. 2013 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 99.3 to the Registrant's Registration Statement on Form S-8, filed December 23, 2021) (File No. 333-261890)

Exhibit 99.3 AMENDMENT NO. 2 TO SHAREABLEE, INC. 2013 STOCK OPTION/STOCK ISSUANCE PLAN Effective as of January 27, 2015 WHEREAS, Shareablee, Inc. (the ?Corporation?) sponsors and maintains the Shareablee, Inc. 2013 Stock Option/Stock Issuance Plan, as amended (the ?Plan?); WHEREAS, there are currently 2,148,597 shares of the Corporation?s common stock, par value $0.001 per share (the ?Common Stock

Comscore Announces Acquisition of Leading Social Media & Technology Provider Shareablee Integrated offering to create world's most complete view of consumer engagement and reach across digital platforms

EX-99.1 3 exhibit991-pressrelease12.htm EX-99.1 Exhibit 99.1 Comscore Announces Acquisition of Leading Social Media & Technology Provider Shareablee Integrated offering to create world's most complete view of consumer engagement and reach across digital platforms RESTON, Va., December 17, 2021 – Comscore (NASDAQ: SCOR), a trusted partner for planning, transacting and evaluating media across platfo

Agreement and Plan of Merger, dated December 16, 2021, by and among comScore, Inc., SS Media Holdco, LLC, SS Media Merger Sub, Inc., Shareablee, Inc., Shareablee Holdco, Inc., Shareablee Merger Sub, Inc. and Shareholder Representative Services LLC, as Stockholder Representative

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 16, 2021 comScore, Inc. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Numbe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 10, 2021 comScore, Inc. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Numbe

Separation and General Release Agreement, dated as of July 21, 2021, by and between comScore, Inc. and Gregory Fink

Exhibit 10.1 SEPARATION AND GENERAL RELEASE AGREEMENT This SEPARATION AND GENERAL RELEASE AGREEMENT (this ?Agreement?) is entered into by and between comScore, Inc., a Delaware corporation (the ?Company?), and Gregory Alan Fink (?Executive?). The Company and Executive are each referred to herein individually as a ?Party? and collectively as the ?Parties.? WHEREAS, Executive and the Company are par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 8, 2021 comScore, Inc. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number

Comscore Reports Third Quarter 2021 Results Revenue of $92.5 Million, Up 5 Percent Year-Over-Year Activation Revenue Up 38 Percent Year-Over-Year Net Income of $2.0 Million Compared to Net Loss of $11.1 Million in the Year-Ago Quarter Adjusted EBITDA

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Third Quarter 2021 Results Revenue of $92.5 Million, Up 5 Percent Year-Over-Year Activation Revenue Up 38 Percent Year-Over-Year Net Income of $2.0 Million Compared to Net Loss of $11.1 Million in the Year-Ago Quarter Adjusted EBITDA of $11.3 Million and 12 Percent Margin RESTON, Va., November 8, 2021 ? Comscore, Inc. (Nasdaq: SCOR), a trusted pa

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2021 comScore, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Nu

Comscore Announces Media & Technology Industry Veteran Jon Carpenter as Chief Financial Officer

Exhibit 99.1 Comscore Announces Media & Technology Industry Veteran Jon Carpenter as Chief Financial Officer RESTON, Va., October 25, 2021 ? Comscore (NASDAQ: SCOR), a trusted partner for planning, transacting, and evaluating media across platforms, today announced the appointment of Jon Carpenter as Chief Financial Officer. Carpenter, who will start November 29, 2021, joins Comscore as the compan

Change of Control Agreement, effective as of November 29, 2021, by and between the Company and Jonathan Carpenter

Exhibit 10.2 COMSCORE, INC. CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the ?Agreement?) is made and entered into by and between Jonathan Carpenter (?Executive?) and comScore, Inc., a Delaware corporation (the ?Company?), effective as of November 29, 2021 (the ?Effective Date?). RECITALS 1.The Compensation Committee (the ?Committee?) of the Board of Directors of the Company (the

Severance Agreement, effective as of November 29, 2021, by and between the Company and Jonathan Carpenter

Exhibit 10.1 COMSCORE, INC. SEVERANCE AGREEMENT This Severance Agreement (the ?Agreement?) is made and entered into by and between Jonathan Carpenter (?Executive?) and comScore, Inc., a Delaware corporation (the ?Company?), effective as of November 29, 2021 (the ?Effective Date?). RECITALS 1.The Compensation Committee (the ?Committee?) of the Board of Directors of the Company (the ?Board?) believe

comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, Virginia 20190 Phone: (703) 438-2000

comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, Virginia 20190 Phone: (703) 438-2000 September 16, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, DC 20549 Attention: Taylor Beech Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-259181) of comScore

As filed with the Securities and Exchange Commission on August 30, 2021

As filed with the Securities and Exchange Commission on August 30, 2021 Registration No.

Amendment No. 7 to Deed of Lease, dated as of May 24, 2021, by and between South of Market LLC and comScore, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed August 9, 2021) (File No. 001-33520)

Exhibit 10.2 Execution Version AMENDMENT NO. 7 TO LEASE THIS AMENDMENT NO. 7 TO DEED OF LEASE (?Amendment?) is made as of the 24th day of May, 2021 (?Effective Date?), by and between SOUTH OF MARKET LLC, a Delaware limited liability company (?Landlord?), and COMSCORE, INC., a Delaware corporation (?Tenant?). RECITALS Recital 1. Landlord and Tenant are parties to a certain Deed of Lease, dated Dece

Credit Agreement, dated as of May 5, 2021, among comScore, Inc. (as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A. (as Administrative Agent, Swing Line Lender, and L/C Issuer), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed August 9, 2021) (File No. 001-33520)

Exhibit 10.1 CREDIT AGREEMENT Dated as of May 5, 2021 among COMSCORE, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE LENDERS PARTY HERETO BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2021 comScore, Inc. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number)

Comscore Reports Second Quarter 2021 Results Activation Revenue Up 65 Percent Year-Over-Year Continued Increase in TV Revenue Year-Over-Year Movie Revenue Rebounds Ten Percent Sequentially

Exhibit 99.1 FOR IMMEDIATE RELEASE Comscore Reports Second Quarter 2021 Results Activation Revenue Up 65 Percent Year-Over-Year Continued Increase in TV Revenue Year-Over-Year Movie Revenue Rebounds Ten Percent Sequentially RESTON, Va., August 9, 2021 ? Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting, and evaluating media across platforms, today reported financial result

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2021 comScore, Inc. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (

Comscore Announces Executive Departure

Exhibit 99.1 Comscore Announces Executive Departure RESTON, Va., July 23, 2021 ? Comscore, Inc. (Nasdaq: SCOR) today announced that its Chief Financial Officer, Greg Fink, will be leaving the company to pursue new interests. Mr. Fink, who joined Comscore in 2017, will depart at the end of August 2021. Comscore has retained a leading executive search firm to identify a new chief financial officer t