Transaction Provides Greater Financial Flexibility to Drive Long-Term GrowthEliminates Annual Preferred Dividend of $18 MillionStrengthens Corporate Governance and Realignment Among Stockholders
RESTON, VA, January 6, 2025 - Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today announced that the Company completed its recapitalization transaction with its preferred stockholders (Charter Communications, Liberty Broadband Corporation, and an affiliate of Cerberus Capital Management) on December 29, 2025, following approval by the Company’s common stockholders at a special meeting held on December 19, 2025.
Jon Carpenter, Comscore’s CEO, remarked, “The completion of our recapitalization is an important inflection point for Comscore. We greatly appreciate the support of our stockholders, who overwhelmingly voted in favor of this transaction. Our completed recapitalization will strengthen our corporate governance, provide greater financial flexibility, and better position us to invest in long-term growth as a leader in the transformation of media buying and performance through AI. The improved capital structure and realignment of interests across stockholders are designed to increase market interest in our common stock, improve our public market capitalization, and ultimately drive value for all our stockholders.”
As part of the closing, each preferred stockholder exchanged its 31,928,301 Series B preferred shares for 3,286,825 shares of common stock and 4,223,621 shares of a new Series C preferred stock of the Company. In aggregate, the Company issued 9,860,475 shares of common stock and 12,670,863 shares of Series C preferred stock in the transaction, and all shares of Series B preferred stock were eliminated. Reflecting the closing date of December 29, 2025, the recapitalization implied the exchange of (i) $80.8 million of existing liquidation preference for common stock at an effective price of $8.19 per share, a nearly 50% premium to the 90-day VWAP of $5.465 per share as of the transaction signing date (September 26, 2025), and (ii) $183.7 million of remaining liquidation preference for Series C preferred stock at a price of $14.50 per share. The new preferred stock is convertible into common stock at an initial rate of 1:1 and will pay no annual dividends. The transaction also eliminated the preferred stockholders’ previous right to a special dividend of at least $47.0 million.
About ComscoreComscore is a global, trusted partner for planning, transacting and evaluating media across platforms. With an unmatched data footprint that combines digital, linear TV, over-the-top and theatrical viewership intelligence with advanced audience insights, Comscore empowers media buyers and sellers to quantify their multiscreen behavior and make meaningful business decisions with confidence. A proven leader in measuring digital and TV audiences and advertising at scale, Comscore is the industry's emerging, third-party source for reliable and comprehensive cross-platform measurement.
Cautionary Note Regarding Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of federal and state securities laws, including, without limitation, Comscore’s expectations, forecasts, plans and opinions regarding the benefits of the recapitalization transaction and related matters, realignment of stockholder interests, future investment and growth opportunities, the attractiveness of Comscore common stock as an investment opportunity, and improvements in public market capitalization and stockholder value. These statements involve risks and uncertainties that could cause actual events to differ materially from expectations, including, but not limited to, changes in the Company’s business, external market conditions, and Comscore’s ability to achieve its expected strategic, financial and operational plans. For additional discussion of risk factors, please refer to Comscore’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings that Comscore makes from time to time with the SEC, which are available on the SEC's website (www.sec.gov).
Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. Comscore does not intend or undertake, and expressly disclaims, any duty or obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this press release, or to reflect the occurrence of unanticipated events.
MediaMarie ScoutasComscore, Inc.press@comscore.com
InvestorsJackie Marcus or Nick NelsonAlpha IR Group(617) 466-9257investor@comscore.com