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Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-06 · 57 added, 121 removed, 195 unchanged (48% of the section changed)

7 unchanged sentences

As a result of this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, and their report is included below.

Deloitte & Touche LLP has also audited, and issued an unqualified opinion with respect to, our Consolidated Financial Statements for 2024, which opinion is included in Item 8 , "Financial Statements and Supplementary Data," of this 10-K.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting because we are a "non-accelerated filer," and may take advantage of certain exemptions from reporting requirements that are applicable to public companies that are accelerated filers, including, but not limited to, the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

Deloitte & Touche LLP has audited, and issued an unqualified opinion with respect to, our Consolidated Financial Statements for 2025, which opinion is included in Item 8 , "Financial Statements and Supplementary Data," of this 10-K.

Changes in Internal Control over Financial Reporting

7 unchanged sentences

Table of Conte nt s

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of comScore, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of comScore, Inc.

and subsidiaries (the "Company") as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 6, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting .

Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

McLean, Virginia

March 6, 2025

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OTHER INFORMATION

(a) On February 28, 2025, based on a recommendation from the Compensation Committee of the Board, the Board approved a cash retention bonus of $207,307 for the Company's Chief Executive Officer, Jon Carpenter.

On March 1, 2025, the Compensation Committee approved cash retention bonuses of $95,000 for the Company's Chief Financial Officer, Mary Margaret Curry, and $73,000 for the Company's Chief Commercial Officer, Steve Bagdasarian.

Each retention bonus will be paid in March 2025 subject to the recipient's continued service through March 2026.

The recipient must repay the bonus if he or she resigns voluntarily or if his or her employment is terminated by the Company for cause prior to the end of the service period.

(b) During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

10 unchanged sentences

EXECUTIVE COMPENSATION

Information required by Item 11 of Part III is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2025 Annual Meeting of Stockholders.

Information required by Item 11 of Part III regarding executive compensation and our Compensation Committee is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2026 Annual Meeting of Stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by Item 12 of Part III is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2025 Annual Meeting of Stockholders.

Information required by Item 12 of Part III regarding our equity compensation plans and the security ownership of our directors, executive officers and certain stockholders is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2026 Annual Meeting of Stockholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by Item 13 of Part III is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2025 Annual Meeting of Stockholders.

Information required by Item 13 of Part III regarding related-party transactions, certain governance policies and procedures, and director independence is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2026 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

4 unchanged sentences

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) Financial statements and reports of our independent registered public accounting firm.

See (i) Index to Consolidated Financial Statements at Item 8 and (ii) Item 9A of this Annual Report on Form 10-K.

(1) Financial statements and the report of our independent registered public accounting firm.

See Index to Consolidated Financial Statements at Item 8 of this Annual Report on Form 10-K.

(2) All other schedules, for which provision is made in the applicable accounting regulations of the SEC, are omitted, as the required information is inapplicable or the information is presented in the Consolidated Financial Statements and Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

16 unchanged sentences

(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed December 27, 2023) (File No.

3.10 Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc.(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed June 18, 2024) (File No.

3.11 Amended and Restated Bylaws of comScore, Inc (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed August 10, 2018) (File No.

4.1 Stockholders Agreement, dated as of March 10, 2021, by and among comScore, Inc., Charter Communications Holding Company, LLC, Qurate Retail, Inc.

and Pine Investor, LLC (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No.

3.10 Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed June 18, 2024) (File No.

3.11 Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed June 24, 2025) (File No.

3.12 Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc.

(incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed June 24, 2025) (File No.

3.13 Certificate of Elimination of Designation of Series B Convertible Preferred Stock of comScore, Inc., dated December 29, 2025 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed December 31, 2025) (File No.

3.14 Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc., dated December 29, 2025 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed December 31, 2025) (File No.

3.15 Certificate of Designations of Series C Convertible Preferred Stock, par value $0.001, of comScore, Inc., dated December 29, 2025 (incorporated by reference to Exhibit 3.3 to the Registrant's Current Report on Form 8-K, filed December 31, 2025) (File No.

3.16 Amended and Restated By laws of comScore, Inc (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed August 10, 2018) (File No.

4.1 Second Amended and Restated Stockholders Agreement, dated as of December 29, 2025, by and among comScore, Inc., Charter Communications Holding Company, LLC, Liberty Broadband Corporation and Pine Investor, LLC (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed December 31, 2025) (File No.

4.2 Registration Rights Agreement, dated as of March 10, 2021, by and among comScore, Inc., Charter Communications Holding Company, LLC, Qurate Retail, Inc.

and Pine Investor, LLC (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No.

4.3 First Amendment to Registration Rights Agreement, dated as of December 29, 2025, by and among comScore, Inc., Charter Communications Holding Company, LLC, Liberty Broadband Corporation and Pine Investor, LLC (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed December 31, 2025) (File No.

4.4 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1, as amended, filed June 12, 2007) (File No.

4.4 Stockholders Rights Agreement, dated as of February 11, 2015, by and among comScore, Inc., WPP Group USA, Inc.

and Cavendish Square Holding B.V.

(incorporated by reference to Exhibit (d)(3) to Cavendish Square Holding B.V.'s and WPP plc's Tender Offer Statement on Schedule TO, filed February 20, 2015) (File No.

4.5 Voting Agreement, dated as of February 11, 2015, by and among comScore, Inc., WPP Group USA, Inc.

and Cavendish Square Holding B.V.

(incorporated by reference to Exhibit (d)(4) to Cavendish Square Holding B.V.'s and WPP plc's Tender Offer Statement on Schedule TO, filed February 20, 2015) (File No.

Table of Conte nt s

4.5+ Description of Securities

4.7 Series B Preferred Stockholder Waiver, dated June 27, 2024, from Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed June 28, 2024) (File No.

4.6 Series B Preferred Stockholder Waiver, dated Ju ne 2 4 , 202 5 , from Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed Ju ne 2 4 , 202 5 ) (File No.

4.7 Series B Preferred Stockholder Waiver, dated June 24, 2025, from Liberty Broadband Corporation (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed June 24, 2025) (File No.

4.8 Series B Preferred Stockholder Waiver, dated June 24, 2025, from Pine Investor, LLC (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed June 24, 2025) (File No.

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4.10 Series B Preferred Stockholder Waiver, dated July 23, 2024, from Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed July 2 5 , 2024) (File No.

4.11 Series B Preferred Stockholder Waiver, dated July 23, 2024, from Liberty Broadband Corporation (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

4.12 Series B Preferred Stockholder Waiver, dated July 23, 2024, from Pine Investor, LLC (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

10.1 Series B Convertible Preferred Stock Purchase Agreement, dated as of January 7, 2021, by and between comScore, Inc.

and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

10.2 Series B Convertible Preferred Stock Purchase Agreement, dated as of January 7, 2021, by and between comScore, Inc.

and Qurate Retail, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

10.3 Series B Convertible Preferred Stock Purchase Agreement, dated as of January 7, 2021, by and between comScore, Inc.

and Pine Investor, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

Data License Agreement, dated as of March 10, 2021, by and between comScore, Inc.

4 unchanged sentences

and Charter Communications Operating, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed November 7, 2022) (File No.

10.7 Credit Agreement, dated as of May 5, 2021, among comScore, Inc.

(as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A.

(as Administrative Agent, Swing Line Lender, and L/C Issuer), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed August 9, 2021) (File No.

10.8 First Amendment, dated as of February 25, 2022, to the Credit Agreement among comScore, Inc.

(as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A.

(as Administrative Agent), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 28, 2022) (File No.

10.9 Second Amendment, dated as of February 24, 2023, to the Credit Agreement among comScore, Inc.

(as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A.

(as Administrative Agent), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 28, 2023) (File No.

Third Amendment to Data License Agreement, dated as of November 8, 2024, by and between comScore, Inc.

and Charter Communications Operating, LLC (incorporated by reference to Exhibit 10.55 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2024, filed March 6, 2025) (File No.

Fourth Amendment to Data License Agreement, dated as of December 31, 2024, by and between comScore, Inc.

and Charter Communications Operating, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed January 7, 2025) (File No.

10.6 Patent Purchase, License and Settlement Agreement, dated as of December 20, 2011, by and among comScore, Inc., The Nielsen Company (US) LLC and NetRatings LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 21, 2011) (File No.

10.11 Purchase Agreement, dated as of December 20, 2011, by and among comScore, Inc.

and The Nielsen Company (US) LLC (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed December 21, 2011) (File No.

10.12 Stock Purchase Agreement, dated as of February 11, 2015, by and among Cavendish Square Holding B.V., WPP Group USA, Inc., CS Worldnet Holding B.V.

and comScore, Inc.

(incorporated by reference to Exhibit (d)(1) to Cavendish Square Holding B.V.'s and WPP plc's Tender Offer Statement on Schedule TO, filed February 20, 2015) (File No.

10.13 Strategic Alliance Agreement, dated February 11, 2015, by and between comScore, Inc.

and WPP Group USA, Inc.

(incorporated by reference to Exhibit (d)(5) to Cavendish Square Holding B.V.'s and WPP plc's Tender Offer Statement on Schedule TO, filed February 20, 2015) (File No.

10.14 Purchase Agreement, dated as of April 1, 2015, by and between comScore, Inc.

and Cavendish Square Holding B.V.

(incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed April 3, 2015) (File No.

10.15 Agreement and Plan of Merger, dated December 16, 2021, by and among comScore, Inc., SS Media Holdco, LLC, SS Media Merger Sub, Inc., Shareablee, Inc., Shareablee Holdco, Inc., Shareablee Merger Sub, Inc.

and Shareholder Representative Services LLC, as Stockholder Representative (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 17, 2021) (File No.

Table of Conte nt s

10.7 Deed of Lease between South of Market LLC (as Landlord) and comScore, Inc.

14 unchanged sentences

Amended and Restated 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 27, 2023) (File No.

10.14* Fourth Amendment to the comScore, Inc.

Amended and Restated 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2024, filed August 9, 2024) (File No.

10.15* Fifth Amendment to the comScore, Inc.

Amended and Restated 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed August 6, 2025) (File No.

10.16* Form of Restricted Stock Units Award Notice for Directors (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed June 5, 2018) (File No.

Table of Conte nt s

10.17* Form of Restricted Stock Units Award Agreement for Employees (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed November 9, 2018) (File No.

4 unchanged sentences

and Jonathan Carpenter (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed October 25, 2021) (File No.

10.22* First Amendment to the comScore, Inc.

Severance Agreement, effective as of July 6, 2022, by and between comScore, Inc.

and Jonathan Carpenter (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No.

10.23* Change of Control Agreement, effective as of November 29, 2021, by and between comScore, Inc.

and Jonathan Carpenter (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed October 25, 2021) (File No.

10.24* First Amendment to the comScore, Inc.

Change of Control Agreement, effective as of July 6, 2022, by and between comScore, Inc.

and Jonathan Carpenter (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No.

10.25* Restricted Stock Units Award Agreement, dated November 29, 2021, between comScore, Inc.

15 unchanged sentences

and Jonathan Carpenter (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No.

Table of Conte nt s

10.37* First Amendment to the comScore, Inc.

Change of Control Agreement, effective as of July 6, 2022, by and between comScore, Inc.

and Jonathan Carpenter (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No.

10.38* First Amendment to the comScore, Inc.

Severance Agreement, effective as of July 6, 2022, by and between comScore, Inc.

and Jonathan Carpenter (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No.

10.32* Letter Agreement, dated July 5, 2022, by and between comScore, Inc.

12 unchanged sentences

and Greg Dale (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No.

Table of Conte nt s

10.40* Form of Performance Restricted Stock Units Award Agreement for COO (incorporated by reference to Exhibit 10.12 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed November 9, 2022) (File No.

3 unchanged sentences

10.43* Separation and General Release Agreement, dated as of January 27, 2025, by and between comScore, Inc.

and David Algranati

10.51 Subscription Agreement, dated July 24, 2024, by and between comScore, Inc.

and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

10.52 Subscription Agreement, dated July 24, 2024, by and between comScore, Inc.

and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

10.53 Subscription Agreement, dated July 24, 2024, by and between comScore, Inc.

and Pine Investor, LLC (incorporated by reference to Exhibit10.3 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

10.54 Amended and Restated Stockholders Agreement, dated July 24, 2024, by and among comScore, Inc., Charter Communications Holding Company, LLC, Liberty Broadband Corporation and Pine Investor, LLC (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

10.55^+ Third Amendment to Data License Agreement, dated as of November 8, 2024, by and between comScore, Inc.

and Charter Communications Operating, LLC

Fourth Amendment to Data License Agreement, dated as of December 31, 2024, by and between comScore, Inc.

and Charter Communications Operating, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed January 7, 2025) (File No.

10.57 Third Amendment, dated as of May 3, 2024, to the Credit Agreement among comScore, Inc.

(as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A.

(as Administrative Agent), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed May 7, 2024) (File No.

Table of Conte nt s

10.58 Fourth Amendment, dated as of November 5, 2024, to the Credit Agreement among comScore, Inc.

(as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A.

(as Administrative Agent), and the lenders party thereto (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed November 12, 2024) (File No.

10.59* Fourth Amendment to the comScore, Inc.

and David Algranati (incorporated by reference to Exhibit 10.50 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2024, filed March 6, 2025) (File No.

10.44* comScore, Inc.

8 unchanged sentences

(as administrative borrower), certain subsidiaries of the administrative borrower (as guarantors), Blue Torch Finance LLC (as administrative agent and collateral agent) and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed January 7, 2025) (File No.

10.49 Amendment No.

1 to Financing Agreement, dated as of September 26, 2025, by and between comScore Inc., each subsidiary of comScore, Inc.

from time to time party thereto as a guarantor, each lender from time to time party thereto, and Blue Torch Finance LLC (incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K, filed on September 29, 2025) (File No 001-33520)

10.50 Pledge and Security Agreement, dated as of December 31, 2024, by and among comScore, Inc.

1 unchanged sentence

(as guarantors) and Blue Torch Finance LLC (as collateral agent) (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed January 7, 2025) (File No.

10.51 Stock Exchange Agreement, dated as of September 26, 2025, by and between comScore, Inc.

and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on September 29, 2025) (File No.

10.52 Stock Exchange Agreement, dated as of September 26, 2025, by and between comScore, Inc.

and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on September 29, 2025) (File No.

10.53 Stock Exchange Agreement, dated as of September 26, 2025, by and between comScore, Inc.

and Pine Investor, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed on September 29, 2025) (File No.

10.54 Stockholder Support Agreement, dated as of September 26, 2025, by and between comScore, Inc.

and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed September 29, 2025) (File No.

10.55 Stockholder Support Agreement, dated as of September 26, 2025, by and between comScore, Inc.

and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed September 29, 2025) (File No.

10.56 Stockholder Support Agreement, dated as of September 26, 2025, by and between comScore, Inc.

and Pine Investor, LLC (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed September 29, 2025) (File No.

19.1 comScore, Inc.

Insider Trading Policy, as amended and restated effective September 26, 2024

Insider Trading Policy, as amended and restated effective September 26, 2024 (incorporated by reference to Exhibit 19.1 to the Registrant's Annual Report on Form 10-K, filed March 6, 2025) (File No.

21.1+ List of Subsidiaries

23.1+ Consent of Deloitte & Touche LLP

Table of Conte nt s

31.1+ Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

17 unchanged sentences

Table of Conte nt s

FORM 10-K SUMMARY

18 unchanged sentences

Mary Margaret Curry (Principal Financial Officer and Principal Accounting Officer)

/s/ Nana Banerjee Director March 6, 2025

Nana Banerjee

/s/ Itzhak Fisher Director March 6, 2025

Itzhak Fisher

/s/ Leslie Gillin Director March 6, 2025

Leslie Gillin

/s/ Robert Davenport Director March 25, 2026

Robert Davenport

/s/ David Kline Director March 25, 2026

5 unchanged sentences

Jeffrey Murphy

/s/ Marty Patterson Director March 6, 2025

Marty Patterson

/s/ Brian Wendling Director March 25, 2026

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures