scor-20260331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 10-Q

_____________________________________________

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33520

_____________________________________________

COMSCORE, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________


Delaware						54-1955550
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

11950 Democracy Drive, Suite 600

Reston, Virginia 20190

(Address of Principal Executive Offices)

(703) 438-2000

(Registrant's Telephone Number, Including Area Code)

_____________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

SCOR

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☑

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of May 8, 2026, there were 15,093,696 shares of the registrant's Common Stock outstanding.

Table of Contents

COMSCORE, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS


Cautionary Note Regarding Forward Looking Statements			i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements			1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3. Quantitative and Qualitative Disclosures about Market Risk			25
Item 4. Controls and Procedures			26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			27
Item 1A. Risk Factors			27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			27
Item 3. Defaults Upon Senior Securities			27
Item 4. Mine Safety Disclosures			27
Item 5. Other Information			27
Item 6. Exhibits			28
SIGNATURE			30

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We may make certain statements, including in this Quarterly Report on Form 10-Q, or 10-Q, including the information contained in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations", and the information incorporated by reference in this 10-Q, that constitute forward-looking statements within the meaning of federal and state securities laws. Forward-looking statements are all statements other than statements of historical fact. We attempt to identify these forward-looking statements by words such as "may," "will," "should," "could," "might," "expect," "plan," "anticipate," "believe," "estimate," "target," "goal," "predict," "intend," "potential," "continue," "seek" and other comparable words. Similarly, statements that describe our business strategy, goals, prospects, opportunities, outlook, objectives, plans or intentions are also forward-looking statements. These statements may relate to, but are not limited to, expectations of future operating results or financial performance; macroeconomic trends and factors that we expect may influence our business, including changes or declines in advertising spending; plans for financing and capital expenditures; expectations regarding liquidity, customer payments and compliance with debt and financing covenants and future payment obligations; expectations regarding our commercial relationships and the development and customer adoption of new products; potential limitations on our net operating loss carryforwards and other tax assets; potential dilution from securities issuances; regulatory compliance and expected changes in the regulatory, tax, industry or privacy landscape affecting our business; expected impact of litigation and regulatory proceedings; and plans for growth and future operations, as well as assumptions relating to the foregoing.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These statements are based on expectations and assumptions as of the date of this 10-Q regarding future events and business performance and involve known and unknown risks, uncertainties and other factors that may cause actual events or results to be materially different from any future events or results expressed or implied by these statements. These factors include those set forth in the following discussion and within Item 1A, "Risk Factors" of this 10-Q and elsewhere within this report; those identified within Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025; and those identified in other documents that we file from time to time with the U.S. Securities and Exchange Commission, or SEC.

We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should not place undue reliance on forward-looking statements, which apply only as of the date of this 10-Q. You should carefully review the risk factors described in this 10-Q and in other documents that we file from time to time with the SEC. Except as required by applicable law, including the rules and regulations of the SEC, we undertake no obligation, and expressly disclaim any duty, to publicly update or revise forward-looking statements, whether as a result of any new information, future events or otherwise. Although we believe the expectations reflected in the forward-looking statements are reasonable as of the date of this 10-Q, our statements are not guarantees of future results, levels of activity, performance, or achievements, and actual outcomes and results may differ materially from those expressed in, or implied by, any of our statements.

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PART I. FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

COMSCORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	As of		As of
	March 31, 2026		December 31, 2025
(In thousands, except share and per share data)	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	22,044	$	23,621
Restricted cash	3,038		3,179
Accounts receivable, net of allowances of $597 and $496, respectively ($— and $1,019 of accounts receivable attributable to related parties, respectively)	55,533		57,260
Prepaid expenses and other current assets	11,742		12,210
Total current assets	92,357		96,270
Property and equipment, net	43,048		43,714
Operating right-of-use assets	7,332		8,565
Deferred tax assets	3,033		3,154
Intangible assets, net	1,897		2,529
Goodwill	248,131		248,636
Other non-current assets	4,372		4,841
Total assets	$	400,170	$	407,709
Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity
Current liabilities:
Accounts payable ($3,712 and $1,762 attributable to related parties, respectively)	$	22,004	$	16,956
Accrued expenses ($7,895 and $9,664 attributable to related parties, respectively)	45,096		44,879
Contract liabilities ($— and $754 attributable to related parties, respectively)	42,970		36,575


Customer advances	7,465		7,605
Current operating lease liabilities	8,838		8,783

Other current liabilities	7,264		8,093
Total current liabilities	133,637		122,891
Secured term loan	34,268		39,297
Non-current operating lease liabilities	4,085		6,238
Non-current portion of accrued data costs ($16,931 and $18,357 attributable to related parties, respectively)	21,817		24,917
Deferred tax liabilities	2,354		1,997
Non-current payable to preferred stockholders (related parties)	4,611		4,457
Other non-current liabilities	4,750		6,751
Total liabilities	205,522		206,548
Commitments and contingencies
Series C convertible redeemable preferred stock, $0.001 par value; 12,670,863 shares authorized, issued and outstanding as of March 31, 2026 and December 31, 2025; aggregate liquidation preference of $183,728 as of March 31, 2026 and December 31, 2025 (related parties)	89,654		89,722

Stockholders' equity:
Preferred stock, $0.001 par value; 1,329,137 shares authorized as of March 31, 2026 and December 31, 2025; no shares issued or outstanding as of March 31, 2026 or December 31, 2025	—		—
Common stock, $0.001 par value; 46,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 15,361,753 shares issued and 15,023,514 shares outstanding as of March 31, 2026, and 15,214,378 shares issued and 14,876,139 shares outstanding as of December 31, 2025	15		15
Additional paid-in capital	1,783,009		1,781,265
Accumulated other comprehensive loss	(11,803)		(9,862)
Accumulated deficit	(1,436,243)		(1,429,995)
Treasury stock, at cost, 338,239 shares as of March 31, 2026 and December 31, 2025	(229,984)		(229,984)
Total stockholders' equity	104,994		111,439
Total liabilities, convertible redeemable preferred stock and stockholders' equity	$	400,170	$	407,709

See accompanying Notes to Condensed Consolidated Financial Statements.

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COMSCORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended March 31,
(In thousands, except share and per share data)	2026		2025
Revenues (1)	$	85,322	$	85,709

Cost of revenues (1) (2) (3)	52,988		51,747
Selling and marketing (2) (3)	15,656		14,803
Research and development (2) (3)	7,786		8,118
General and administrative (2) (3)	12,780		12,475
Amortization of intangible assets	632		632



Total expenses from operations	89,842		87,775
Loss from operations	(4,520)		(2,066)
Gain (loss) from foreign currency transactions	1,240		(1,743)
Interest expense, net	(1,750)		(1,758)
Loss on partial extinguishment of debt	(362)		—

Loss before income taxes	(5,392)		(5,567)
Income tax (provision) benefit	(856)		1,574
Net loss	$	(6,248)	$	(3,993)
Net loss available to common stockholders:
Net loss	$	(6,248)	$	(3,993)
Convertible redeemable preferred stock dividends (1)	—		(4,439)
Total net loss available to common stockholders	$	(6,248)	$	(8,432)



Net loss per common share:
Basic and diluted	$	(0.41)	$	(1.66)


Weighted-average number of shares used in per share calculation - Common Stock:
Basic and diluted	15,140,260		5,088,576

Comprehensive loss:
Net loss	$	(6,248)	$	(3,993)
Other comprehensive (loss) income:
Foreign currency cumulative translation adjustment	(1,941)		2,639
Total comprehensive loss	$	(8,189)	$	(1,354)

(1) Transactions with related parties are included in the line items above as follows. Refer to Footnote 8, Related Party Transactions.


	Three Months Ended March 31,
	2026		2025
Revenues	$	501	$	2,604
Cost of revenues	2,778		5,766
Convertible redeemable preferred stock dividends	—		(4,439)

(2) Excludes amortization of intangible assets, which is presented as a separate line item.


(3) Stock-based compensation expense is included in the line items above as follows:

	Three Months Ended March 31,
	2026		2025
Cost of revenues	$	214	$	162
Selling and marketing	171		124
Research and development	127		97
General and administrative	313		355
Total stock-based compensation expense	$	825	$	738

See accompanying Notes to Condensed Consolidated Financial Statements.

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COMSCORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)


(In thousands, except share data)	Series C Preferred Stock				Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Treasury Stock, at cost		Total Stockholders' Equity
		Shares	Amount			Shares											Amount
Balance as of December 31, 2025		12,670,863	$	89,722		14,876,139	$	15	$	1,781,265	$	(9,862)	$	(1,429,995)	$	(229,984)		$	111,439
Net loss		—	—			—	—		—		—		(6,248)		—			(6,248)

Adjustment to issuance costs for recapitalization transaction (1)		—	(68)			—	—		(50)		—		—		—			(50)
Restricted stock units distributed		—	—			147,375	—		—		—		—		—			—


Amortization of stock-based compensation		—	—			—	—		208		—		—		—			208
Settlement of restricted stock unit liability		—	—			—	—		1,586		—		—		—			1,586
Foreign currency translation adjustment		—	—			—	—		—		(1,941)		—		—			(1,941)

Balance as of March 31, 2026		12,670,863	$	89,654		15,023,514	$	15	$	1,783,009	$	(11,803)	$	(1,436,243)	$	(229,984)		$	104,994

SEC Form 10-Q filed by comScore Inc.