comScore Inc.

07/06/2026 | Press release | Distributed by Public on 07/06/2026 19:55

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cerberus Capital Management, L.P.
2. Issuer Name and Ticker or Trading Symbol
COMSCORE, INC. [SCOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
875 THIRD AVENUE, 11TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
(Street)
NEW YORK, NY 10022
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/01/2026 A(1) 16,461(1) A(1) (1) 3,417,940(2)(3) I See Footnote(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cerberus Capital Management, L.P.
875 THIRD AVENUE
11TH FLOOR
NEW YORK, NY 10022
X X
Pine Investor, LLC
875 THIRD AVENUE
NEW YORK, NY 10022
X X

Signatures

Cerberus Capital Management, L.P., By: /s/ Alexander D. Benjamin 07/06/2026
**Signature of Reporting Person Date
Pine Investor, LLC, By: /s/ Alexander D. Benjamin 07/06/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted stock units (the "Stock Award"), which each represent a right to receive one share of common stock, par value $0.001 per share ("Common Stock"), of comScore, Inc. (the "Company"), issued to Robert Davenport in connection with his service as a member of the Company's board of directors and pursuant to the Company's standard director compensation program. The Stock Award will vest on the earliest of the Company's 2027 annual meeting of stockholders, June 30, 2027, or a change in control of the Company, with vested units to be deferred and delivered in shares of Common Stock upon the earlier of his separation from service or a change in control of the Company. Pursuant to a director fee assignment agreement, dated as of December 29, 2025 (the "Assignment Agreement"), Mr. Davenport has assigned to Cerberus Capital Management, L.P. ("CCM") all of his rights and interests in the Stock Award and any shares of Common Stock issuable upon the settlement thereof.
(2) The amount of securities beneficially owned includes 5,000 restricted stock units issued to Mr. Davenport on December 29, 2025, which were assigned to CCM pursuant to the Assignment Agreement. The 5,000 restricted stock units were previously reported by CCM on Table II of Form 4 and since such report have become fully vested. Pursuant to the terms thereof, these vested units are deferred and will be delivered in shares of Common Stock upon the earlier of Mr. Davenport's separation from service or a change in control of the Company.
(3) The amount of securities beneficially owned no longer includes the 3,853 shares of Common Stock that were issued by the Company to Nana Banerjee as director fees and previously assigned by Dr. Banerjee to CCM. CCM no longer has any pecuniary interest in these 3,853 shares of Common Stock.
(4) Pine Investor, LLC ("Pine Investor") is the record holder of the securities reported herein. CCM, either directly or through one or more intermediate entities, including Pine Investor, possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company reported herein.

Remarks:
For the purposes of Section 16 of the Securities Exchange Act, the interests of CCM and Pine Investor reported herein are limited to the pecuniary interest, if any, of each of CCM and Pine Investor, respectively, in such securities.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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