COMSCORE, INC. 8-K

What Happened

• On Closing Date (December 29, 2025), comScore, Inc. announced a Second Amended and Restated Stockholders Agreement that immediately sets the Company’s Board of Directors at seven members and specifies which parties may designate directors, including an Additional Director and three Unaffiliated Directors (one of whom is the CEO). The Company also filed related amendments: a Registration Rights Agreement amendment to include Series C Preferred Stock and common shares issued on conversion, and an amendment to its Financing Agreement to permit the Exchange and issuance of Series C Preferred Stock. Securities issued in the Exchange are initially unregistered and were issued in reliance on Section 4(a)(2) and/or Regulation D.

Key Details

• Board composition: seven directors total — one designee from each Stockholder, one Additional Director, and three Unaffiliated Directors (including the CEO). The Company may not change Board size without majority approval of the Unaffiliated Directors.
• Designation and timing thresholds: a Stockholder can designate a director while it beneficially owns ≥7.5% of outstanding common (as-converted); the Additional Director position continues while Stockholders collectively own ≥22.5%. Stockholders’ consent is required for certain actions while they hold ≥10%.
• Transfer and standstill limits: Stockholders agreed not to transfer Exchange Common Stock (or common issued on conversion) for six months after closing unless per-share price ≥ $12.50. Standstill restrictions apply while a Stockholder owns ≥5% (and other limits to prevent >49.99% control).
• Registration/financing: the RRA was amended to treat Series C Preferred and converted common as “Registrable Securities”; the Financing Agreement was amended to permit the Exchange and issuance of Series C Preferred Stock.

Why It Matters

• Governance: the agreement formalizes who controls Board seats and the chair (through the Additional Director while stockholder thresholds are met), so major stockholders have defined board influence—this affects how the company will be governed and who helps set strategic direction.
• Liquidity and voting: six-month lock-ups, standstill provisions and neutral-voting rules will limit near-term share transfers and may affect available float and voting outcomes on key matters.
• Capital and registration: the RRA and financing amendments establish how new Series C Preferred and converted common will be treated for registration and financing purposes, and the Exchange securities were initially issued off‑market under SEC exemptions, which impacts immediate resale options for those securities.