Form 4: Charter Restructures Comscore Stake via Stock Exchange

Charter Communications, a 10% owner of Comscore, restructured its investment by exchanging Series B Preferred Stock for Series C Preferred Stock and Common Stock.

Summary

• Charter Communications, Inc. and its affiliated entities, including Charter Communications Holding Company, LLC (HoldCo), engaged in a significant stock exchange with Comscore, Inc. (SCOR).
• The transaction, dated December 29, 2025, involved HoldCo disposing of 31,928,301 shares of Series B Convertible Preferred Stock.
• In exchange, HoldCo acquired 4,223,621 shares of Series C Convertible Preferred Stock and 3,286,825 shares of Comscore Common Stock.
• Following the transaction, Charter's entities beneficially own 3,336,614 shares of Common Stock and 4,223,621 shares of Series C Convertible Preferred Stock indirectly.
• The Series B Preferred Stock was convertible at the holder's election, adjusted for a 1-for-20 reverse stock split on December 20, 2023, and accrued dividends.
• The newly acquired Series C Preferred Stock is convertible at the holder's option into Common Stock and fully participates in dividends on an as-converted basis.
• This transaction was made pursuant to a Stock Exchange Agreement dated September 26, 2025, and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as a major shareholder is restructuring its investment to include more common stock and a new preferred stock class with dividend participation, suggesting continued strategic interest and potentially a simplified equity structure. However, without full details of the Series B vs. Series C terms, a definitive strong positive or negative assessment is not possible from this filing alone.

Positives

• Charter Communications increased its indirect beneficial ownership of Comscore's Common Stock by 3,286,825 shares.
• The acquisition of Series C Convertible Preferred Stock provides Charter with a security that fully participates in dividends on an as-converted basis, potentially offering more direct equity participation benefits.
• The transaction was executed under a pre-arranged plan (Rule 10b5-1(c)), indicating a structured and deliberate strategic move by a major shareholder.

Negatives

• Charter Communications disposed of its entire holding of 31,928,301 shares of Series B Convertible Preferred Stock, altering the terms of its preferred equity investment in Comscore.

Future Outlook

The transaction is a pre-planned future event, scheduled for December 29, 2025, pursuant to a Stock Exchange Agreement dated September 26, 2025. The Series C Convertible Preferred Stock has no expiration date and is convertible at the holder's option into Common Stock.

Industry Context

This transaction reflects a strategic adjustment in the investment of a major media and telecommunications company (Charter) in a data and analytics firm (Comscore). Such restructurings by significant shareholders can signal long-term commitment or a re-evaluation of investment terms within the evolving media measurement and advertising technology landscape.

Related Party Transactions

• The transaction involves Charter Communications, Inc. and its subsidiaries, which are identified as a Director and 10% Owner of Comscore, Inc., making this a related party transaction.

Stakeholder Impact

• Shareholders of Comscore will see a change in the composition of a major 10% owner's stake, with a shift from Series B Preferred Stock to Series C Preferred Stock and additional Common Stock. This could impact perceptions of long-term shareholder alignment.
• The new Series C Preferred Stock's full participation in dividends on an as-converted basis could influence future dividend policies or expectations.

Next Steps

• The transaction is scheduled to occur on December 29, 2025, as per the Stock Exchange Agreement.

Key Dates

Keywords

Comscore, SCOR, Charter Communications, Stock Exchange Agreement, Preferred Stock, Common Stock, Beneficial Ownership, SEC Form 4, Rule 10b5-1(c), Corporate Governance