Form 4: Charter Communications Affiliates Convert Restricted Stock Units into Comscore Shares

Affiliates of Charter Communications, a 10% owner of Comscore, converted 21,478 restricted stock units into common stock on June 17, 2025, increasing their direct beneficial ownership to 49,789 shares.

Summary

• Reporting persons, including Charter Communications, Inc. and its affiliates (Charter Communications Holding Company, LLC, Spectrum Management Holding Company, LLC, Charter Communications Holdings, LLC, and CCH II, LLC), are 10% owners and have director representation on the board of Comscore, Inc.
• On June 17, 2025, 21,478 Restricted Stock Units (RSUs) in Comscore, Inc. were converted into common stock.
• These RSUs were granted on July 1, 2024, pursuant to the comScore, Inc. 2018 Equity and Incentive Compensation Plan, as compensation for the 2024-2025 director term.
• The RSUs vested in full on June 17, 2025, which coincided with Comscore's 2025 annual meeting of stockholders.
• Following this transaction, the reporting persons beneficially own 49,789 shares of Comscore Common Stock directly.
• The vested units are deferred and will be delivered as shares upon a separation from service or a change in control of Comscore.
• The rights and interests in the Stock Award were assigned by David Kline and Jeffrey Barratt Murphy to Charter Communications Holding Company, LLC, which is part of the Charter Communications corporate structure.

Sentiment

Score: 7

Explanation: The filing reports a routine, expected transaction related to director compensation and beneficial ownership. It's a neutral event, but the increase in direct beneficial ownership by a major shareholder can be seen as mildly positive for alignment.

Positives

• The conversion of Restricted Stock Units (RSUs) represents a normal vesting event as part of director compensation, indicating adherence to established compensation plans.
• The increase in direct beneficial ownership of Comscore common stock by a significant shareholder (Charter Communications and its affiliates) may signal continued alignment of interests between the major investor and the company.

Future Outlook

The document indicates that vested shares from the Restricted Stock Units are deferred and will be delivered upon a separation from service or a change in control of Comscore, Inc., aligning future share delivery with specific corporate events.

Industry Context

This Form 4 filing reflects a routine equity compensation event for a director associated with a significant shareholder (Charter Communications) in Comscore, a company operating in the media measurement and analytics industry. Such transactions are common for large institutional investors or strategic partners who also hold board seats, demonstrating ongoing engagement and alignment.

Comparison to Industry Standards

• This transaction is a standard vesting and conversion of Restricted Stock Units (RSUs) as part of director compensation, a common practice across publicly traded companies.
• The deferral of share delivery until separation from service or change in control is also a typical feature in equity compensation plans designed to retain key individuals or align interests over the long term.
• No specific comparable companies or projects are mentioned in this transactional filing.

Corporate Governance

Related Party Transactions

• The transaction involves Charter Communications, Inc. and its affiliates, which are 10% owners and have director representation on Comscore's board, indicating a related party transaction in the context of equity compensation.

Stakeholder Impact

• Shareholders: Increased direct beneficial ownership by a significant institutional shareholder (Charter Communications and its affiliates) may be viewed positively as it aligns their interests with other shareholders.
• Employees: No direct impact on general employees.
• Customers/Suppliers/Creditors: No direct impact.

Next Steps

• Delivery of vested shares will occur upon separation from service or a change in control of Comscore, Inc.

Key Dates

Recommendation

Keywords

Comscore, SCOR, Charter Communications, Restricted Stock Units, RSU conversion, beneficial ownership, SEC Form 4, insider transaction, equity compensation, 10% owner