Comscore Inc.

Company Overview

Business Model: Comscore is a global information and analytics company that measures advertising, content, and consumer audiences across various media platforms. It leverages a global data platform combining information from digital platforms (connected televisions, mobile devices, tablets, computers), televisions, direct-to-consumer applications, and movie screens with demographic and descriptive data. Comscore employs proprietary data science to measure person-level and household-level audiences, deduplicating viewing across devices and over time. This approach establishes a common standard for advertising transactions, enabling media ecosystem participants to understand and monetize audiences, and develop effective marketing strategies. The company provides audience ratings, advertising verification, and granular consumer segments to digital publishers, television networks, movie studios, content owners, brand advertisers, agencies, and technology providers.

Market Position: The market for audience and advertising measurement products is highly competitive and rapidly evolving. Comscore competes with other providers of media intelligence, marketing services, full-service survey providers, and internal solutions developed by customers. The company emphasizes its ability to provide accurate, deduplicated, and timely audience and content measurement across multiple digital platforms and television, leveraging large-scale data. Key competitive factors include adaptability to emerging digital media technologies, breadth and ease of use of products, and expertise across various industry verticals and geographies, particularly in an evolving privacy environment.

Recent Strategic Developments:

• Recapitalization Transaction with Preferred Stockholders: On September 26, 2025, Comscore entered into Stock Exchange Agreements with its Series B Convertible Preferred Stockholders (Charter Communications Holding Company, LLC, Liberty Broadband Corporation, and Pine Investor, LLC). This transaction, which closed on December 29, 2025, resulted in the exchange and retirement of all Series B Preferred Stock for Series C Convertible Preferred Stock, Common Stock, and a fixed cash payment of $2.0 million to each holder in June 2028. This eliminated Series B dividend rights and reduced director designation rights.
• Amendment to Credit Agreement: Concurrent with the Recapitalization Transaction, Comscore amended its senior secured financing agreement with Blue Torch Finance LLC on September 26, 2025, to permit the issuance of Series C Preferred Stock. The amendment became effective on December 29, 2025.
• Product Innovation: Comscore is actively innovating to address market needs, including:
  • Privacy-Centric Measurement: Adapting methodologies to navigate limitations on cookies and similar technologies by leveraging panel capabilities and partner collaborations.
  • Comscore Predictive Audiences: Launched an ID-free targeting solution for advertisers to reach audiences based on granular consumer behavior through privacy-friendly contextual signals across digital, mobile, and CTV campaigns.
  • Cross-Platform Measurement: Developing solutions like Comscore Content Measurement (CCM) for deduplicated content audience measurement across linear TV, CTV, and digital.
  • Measuring AI Influence: Developing methodologies to quantify the impact of AI platforms (e.g., ChatGPT, Copilot, Gemini) on consumer journeys, website visitation, and competitive benchmarking.

Geographic Footprint: Comscore operates globally with employees in 14 countries. Its primary geographic market for employees is the United States, followed by Asia, Europe, Latin America, and Canada. The majority of its revenues are generated from sales within the United States.

• United States: $315.4 million (88.2% of total revenue)
• Europe: $25.6 million (7.1% of total revenue)
• Latin America: $7.3 million (2.0% of total revenue)
• Canada: $5.0 million (1.4% of total revenue)
• Other: $4.2 million (1.2% of total revenue)

Financial Performance

Revenue Analysis

Profitability Metrics (2025):

• Gross Margin: 40.5%
• Operating Margin: 1.3%
• Net Margin: -2.8%

Investment in Growth (2025):

• R&D Expenditure: $30.2 million (8.4% of revenue)
• Capital Expenditures: $0.96 million
• Strategic Investments: Capitalized internal-use software costs: $22.4 million

Business Segment Analysis

Content & Ad Measurement

Financial Performance (2025):

• Revenue: $304.3 million (+1.0% YoY)
• Key Growth Drivers: Growth in Cross-Platform revenue, driven by increased usage of Proximic and Cross-Platform Campaign Results (CCR) products, and adoption of Comscore Content Measurement (CCM). Double-digit growth in local TV from new business and higher renewals also contributed.
• Offsetting Factors: Decreased revenue from Syndicated Audience offerings, primarily due to lower renewals of national TV and syndicated digital products.

Product Portfolio:

• Syndicated Audience: Comscore TV - National, Comscore TV - Local, Media Metrix Multi-Platform, Mobile Metrix, Video Metrix Multi-Platform, Plan Metrix, OnDemand Essentials, Movie Solutions (Box Office Essentials, International Box Office Essentials, PostTrak, Swift), Hollywood Software Suite (Comscore Theatrical Distribution System, Comscore Exhibitor Management System, Comscore Enterprise Web, Cinema Auditorium Control Engine).
• Cross-Platform: Activation Solutions (Proximic, Audience Activation, Content Activation, Predictive Audiences), Cross-Platform Campaign Results (CCR), Comscore Content Measurement (CCM).

Market Dynamics:

• Products serve as currency for planning, executing, measuring, and optimizing advertising campaigns, activating programmatic campaigns, and facilitating content reach for programmatic advertisers. The segment addresses the need for deduplicated audience measurement across fragmented media platforms.

Research & Insight Solutions

Financial Performance (2025):

• Revenue: $53.2 million (-3.1% YoY)
• Key Growth Drivers: New business from Consumer Brand Health products.
• Offsetting Factors: Lower deliveries of certain custom digital products.

Product Portfolio:

• Comscore Marketing Solutions: Provides custom analytics integrating online visitation, advertising data, TV viewing, purchase transactions, and attitudinal research for specific industries (e.g., automotive, financial services, media, retail, travel, telecommunications, technology).
• Lift Models: Measures advertising impact on brand awareness, purchase intent, online/offline behavior, and retail store visitation.
• Total Home Panel Suite: Includes CTV Intelligence and Connected Home, capturing CTV and Internet of Things (IoT) device usage and content consumption.
• Survey Analytics: Measures various consumer insights, including brand health metrics.

Market Dynamics:

• Delivers tailored custom solutions to clients, aiding in understanding their business, competitive landscape, and market.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases: No material share repurchases were disclosed for 2025.
• Dividend Payments: Series B Preferred Stock dividend rights were eliminated as part of the Recapitalization Transaction on December 29, 2025. Prior to this, holders waived annual dividends in June 2025, which accrued at 9.5% per year until extinguished.
• Future Capital Return Commitments: Comscore has committed to a fixed cash payment of $2.0 million to each of the three Preferred Stockholders (Charter Communications Holding Company, LLC, Liberty Broadband Corporation, and Pine Investor, LLC) on June 30, 2028, totaling $6.0 million.

Balance Sheet Position (as of December 31, 2025):

• Cash and Equivalents: $23.6 million
• Total Debt: $44.6 million (Secured term loan principal)
• Net Cash Position: $(21.0) million
• Credit Rating: Not disclosed.
• Debt Maturity Profile (Secured Term Loan):
  • 2026: $2.25 million
  • 2027: $2.25 million
  • 2028: $40.05 million

Cash Flow Generation (2025):

• Operating Cash Flow: $22.7 million
• Free Cash Flow: $(0.7) million (Operating Cash Flow less Capital Expenditures)
• Cash Conversion Metrics: Not explicitly disclosed.

Operational Excellence

Production & Service Model: Comscore's operational philosophy centers on extensive data collection, proprietary databases, internally developed software, and a robust computational infrastructure. This enables the measurement, analysis, and reporting of digital, television, and movie activity with high granularity. The company's proprietary data science focuses on person-level and household-level audience measurement, including deduplication across devices and time. Products are delivered via Software-as-a-Service (SAAS) platforms, Application Programming Interfaces (APIs), direct data feeds, and integrations with various advertising technology providers.

Supply Chain Architecture: Key Suppliers & Partners:

• Data Providers: Comscore relies on a diverse set of third-party data providers, including satellite, telecommunications, connected (Smart) TV, and cable operators for television and Video On Demand (VOD) viewership data. It also licenses demographic and behavioral mobile and panel data from third parties. Digital content publishers provide census-level data through direct integrations and software tagging on their websites, mobile applications, and video players. Movie screens globally supply gross receipts and attendance information.
• Strategic Data License: Comscore has a data licensing agreement with Charter Communications Operating, LLC, an affiliate of Charter Communications Holding Company, LLC, for set-top box and connected TV data, with fees now based on household counts.
• Technology Partners: Integrations with programmatic advertising platforms, ad servers, customer and data management platforms, supply-side platforms, and demand-side platforms are crucial for product delivery and functionality.

Facility Network:

• Headquarters: Leased office space in Reston, Virginia.
• Other Principal Locations: Leased office space in New York, New York, and Portland, Oregon.
• Global Presence: Leases space in 13 locations worldwide across North America, South America, Europe, and Asia Pacific for sales and other personnel.
• Data Centers: Operates equipment within third-party data center facilities across the U.S., with ongoing migration of certain data collection, processing, and delivery systems to cloud-based platforms.
• Research & Development: R&D activities are integrated across data collection, data science, analytical application development, and product delivery functions.

Operational Metrics:

• Total Employees: Approximately 1,200 employees as of January 31, 2026 (93% full-time, 7% part-time).
• Employee Tenure: Average tenure is approximately six years, with over 10% of employees having been with the company for more than ten years.
• Learning & Development: Approximately 74% of employees participated in on-demand learning activities in 2025.
• Safety: No safety incidents were reported in 2025.

Market Access & Customer Relationships

Go-to-Market Strategy: Comscore employs a multi-faceted go-to-market strategy to serve its diverse customer base. This includes delivering products and services through Software-as-a-Service (SAAS) platforms, Application Programming Interfaces (APIs), and direct data feeds that integrate with customer systems or data collaboration environments. Additionally, the company integrates its services with various advertising technology providers, such as ad servers, customer and data management platforms, supply-side platforms, and demand-side platforms, to enable data management, ad management, and programmatic ad trading.

Customer Portfolio: Comscore serves a broad spectrum of clients across the media and advertising ecosystem, including:

• Local and national television broadcasters and content owners
• Network operators (cable companies, mobile operators, internet service providers)
• Distributors of streaming video content
• Digital content publishers and social media platforms
• Advertising technology companies
• Advertising agencies (holding companies and independent agencies)
• Movie studios and movie theater operators
• Financial service companies (investment firms, consumer banks, credit card issuers)
• Manufacturers and retailers of consumer products (consumer packaged goods, pharmaceuticals, automotive, electronics)
• Telecommunication and internet technology companies
• Political campaigns and related organizations

Customer Concentration: Comscore has a notable concentration of revenue from its largest customers. For the year ended December 31, 2025, 34% of total revenues were derived from its top 10 customers. This figure was consistent with 34% in 2024 and slightly lower than 37% in 2023.

Geographic Revenue Distribution (2025):

• United States: 88.2% of total revenue
• Europe: 7.1% of total revenue
• Latin America: 2.0% of total revenue
• Canada: 1.4% of total revenue
• Other: 1.2% of total revenue

Competitive Intelligence

Market Structure & Dynamics

Industry Characteristics: The market for media measurement and analytics is highly competitive and characterized by rapid evolution. Key trends include increasing media fragmentation across numerous channels and platforms, the continuous development of new technologies, and the entrance of new competitors. There is a growing demand for comprehensive, cross-platform audience measurement that can deduplicate consumption across various devices and content types.

Competitive Positioning Matrix:

Direct Competitors

Primary Competitors: Comscore faces competition from a wide array of entities, including:

• Full-service market research firms
• Traditional incumbents and emerging startups in television measurement
• Companies providing audience ratings for various media that are expanding into digital measurement
• Online advertising companies offering ad effectiveness and delivery measurement
• Specialized digital advertising technology point solutions
• Companies focused on audience and content measurement, programmatic targeting, and competitive intelligence across digital platforms
• Analytical services companies providing insights into website behavior
• Companies reporting Smart TV data
• Providers of consumer TV and digital services, such as cable and satellite TV operators

Emerging Competitive Threats: The competitive landscape is dynamic, with potential threats from new market entrants, disruptive technologies, and alternative solutions. Large software companies, internet platforms, and database management companies may also enter or enhance their offerings, leveraging significant resources and existing customer relationships. Consolidation among competitors could further intensify competitive pressures.

Competitive Response Strategy: Comscore's strategy to maintain its competitive advantage includes:

• Continuously developing new products and enhancing existing services to meet evolving customer needs and technological advancements.
• Adapting product offerings and methodologies to address changes in the digital media landscape, including increased privacy concerns and the deprecation of third-party cookies.
• Securing and expanding access to critical data sources through proprietary panels, census data, and third-party licenses.
• Pursuing industry-accepted accreditations and certifications to validate the reliability and objectivity of its data.
• Emphasizing the breadth, depth, flexibility, and ease of use of its product portfolio.
• Leveraging its expertise across various industry verticals and geographic areas to provide tailored solutions.

Risk Assessment Framework

Strategic & Market Risks

• Market Dynamics: Comscore's business is highly dependent on the health of the media and advertising industries. Macroeconomic factors such as inflation, capital market disruptions, recession concerns, geopolitical conflicts, and U.S. trade policy can lead to reduced or delayed advertising expenditures, impacting demand for Comscore's products, particularly usage-based offerings. This can result in subscription terminations, delayed renewals, reduced operating margins, and challenges in forecasting future revenue and costs.
• Competition: The market for media measurement and analytics is highly competitive and rapidly evolving. Competitors, some with greater resources, may develop superior products, introduce products faster, or adopt aggressive pricing. This could lead to revenue decline, reduced operating margins, and loss of market share.
• Incomplete Analytics: Inability to gain or maintain access to critical media data, or challenges in technological and methodological approaches, could result in inferior products and an inability to meet customer demands.
• Third-Party Data Dependency: Reliance on third-party data providers for information usage and demographics introduces risks such as increased restrictions on data use, audits, price increases, or refusal to license data, which could harm products and reputation.
• Technological Obsolescence: Failure to adapt to rapid technological developments (e.g., opt-in permissions, cookie deprecation, AI) or evolving industry standards could render products obsolete or less competitive, affecting data types, granularity, and service delivery.
• Methodology Changes: Changes to methodologies or the scope of information collected, whether due to internal deficiencies, industry standards, or regulatory requirements, can lead to customer dissatisfaction, loss of customers, and reputational damage.
• Panel Maintenance: Difficulty in maintaining research panels of sufficient size and scope due to declining participation, software changes, or increasing recruitment costs, could degrade product quality and impact industry accreditation.
• Customer Retention & Acquisition: Growth depends on retaining existing large customers and acquiring new ones. Customer dissatisfaction, consolidation, or economic conditions could lead to contract terminations or less favorable renewal terms.
• Strategic Transactions: Investments, acquisitions, or new product development with partners may not be successful, could divert management attention, incur significant costs or liabilities, or dilute existing stockholders.

Operational & Execution Risks

• Supply Chain Vulnerabilities: Reliance on a limited number of third-party service providers for hosting and delivery of products. Interruptions from natural disasters, power loss, security breaches, or capacity limitations could impair product delivery and harm the business.
• System Failures & Security Breaches: Risk of network or software system failures, computer viruses, and cybersecurity incidents. Such events could lead to liability, data corruption or loss, untimely product delivery, government inquiries, or damage to customer relationships and reputation.
• Customer & Partner Security Reviews: Failure to meet contractual or evolving security standards required by customers and partners could result in contract terminations, reputational harm, or increased operational costs.
• Restructuring Activities: Ongoing cost-reduction initiatives may not achieve expected savings or could disrupt customer, partner, and employee relationships if not managed effectively.
• Personnel Dependency: Heavy reliance on the management team and other skilled personnel. The loss of key employees or inability to attract and retain qualified talent could adversely affect product development, delivery, and revenue growth.
• Equity Award Effectiveness: Declines in stock price have diminished the effectiveness of equity awards for recruitment and retention, potentially requiring increased cash compensation or further dilution from additional equity grants.

Financial & Regulatory Risks

• Revenue & Results Fluctuation: Operating results may fluctuate significantly due to various factors, including customer buying behaviors, demand variability for custom projects, contract renewal rates, new product introductions, cost control challenges, legal disputes, and macroeconomic conditions.
• Cash Flow Insufficiency: Potential inability to generate or obtain sufficient cash to service debt, lease facilities, and trade payables. This could limit investment flexibility, impact customer relationships, disrupt supply, lead to litigation, or potentially result in bankruptcy.
• Goodwill Impairment: Risk of future non-cash goodwill impairment charges if key assumptions used in fair value assessments (e.g., future cash flows, market capitalization, discount rates) are not realized. Comscore recorded impairment charges of $63.0 million in 2024 and $78.2 million in 2023.
• Net Losses: Comscore has a history of significant net losses ($10.0 million in 2025, $60.2 million in 2024, $79.4 million in 2023) and may continue to incur losses, potentially not achieving profitability.
• NOL Carryforwards: U.S. net operating loss carryforwards are subject to annual limitations under Internal Revenue Code Section 382 due to an ownership change in May 2021, which could prevent full utilization to offset future taxable income.
• Debt Obligations: The Credit Agreement contains restrictive covenants that limit Comscore's operating flexibility and require maintenance of a maximum Senior Leverage Ratio and minimum Liquidity. Failure to comply could lead to acceleration of debt, termination of credit, or adverse business impacts.
• Additional Capital Needs: May require additional capital to support business growth or meet debt obligations, which may not be available on acceptable terms or could result in significant dilution to existing stockholders.
• Data Privacy, Security & AI Governance: Subject to extensive and evolving U.S. and foreign laws (e.g., GDPR, state privacy laws) and contractual obligations. Non-compliance or perceived violations could lead to substantial costs, fines, litigation (including a class action complaint filed in February 2026), reputational harm, and required changes to business practices or products.
• Intellectual Property Infringement: Risk of third-party assertions of intellectual property infringement, potentially leading to costly litigation, expensive licensing, or the need to reengineer products.
• IP Protection: Inability to adequately protect and enforce its own intellectual property rights (patents, copyrights, trademarks, trade secrets) could adversely affect operations and financial results.
• Open Source Software: Use of open source software could limit product sales, subject proprietary code to public disclosure, or necessitate product reengineering.
• Tax Laws & Disagreements: Adverse developments in tax laws across multiple jurisdictions or disagreements with tax authorities regarding Comscore's tax positions could materially affect financial condition.
• Sales & Use Tax Audits: Risk of taxing authorities asserting that Comscore should have collected sales and use taxes, leading to assessments, penalties, and interest (e.g., an $8.0 million audit assessment from the State of Washington in January 2025).
• Legal Proceedings: Involvement in various legal proceedings can result in substantial costs, adverse outcomes, and diversion of management resources, even if ultimately successful.

Geopolitical & External Risks

• International Operations: Conducting international operations exposes Comscore to risks such as difficulties in panel recruitment, adapting products to local markets, complying with diverse foreign laws (e.g., GDPR, anti-corruption), managing international staffing, foreign currency fluctuations, and political or economic instability.
• Trade Relations & Sanctions: Evolving export controls and economic/trade sanctions laws could impair international competitiveness and lead to liability if not fully compliant. There is a risk of inadvertently collecting data from embargoed regions despite precautions.
• Foreign Exchange: Exposure to adverse changes in exchange rates between the U.S. Dollar and various foreign currencies (e.g., Chilean Peso, Euro, Canadian Dollar) impacts revenues and operating expenses of foreign operations. Comscore does not currently use hedging instruments for foreign currency exchange rate risk.

Innovation & Technology Leadership

Research & Development Focus: Comscore's research and development activities are integral to its media and cross-platform measurement business, spanning data collection, data science, analytical application development, and product delivery. The company prioritizes enhancing coverage, scale, precision, and granularity across diverse media types, devices, and geographies, leveraging its census, panel, and other data assets, as well as evolving AI capabilities.

Core Technology Areas:

• Data Collection: Initiatives include enhancing recruiting methods and software applications, including the use of AI tools. Development of new technologies for managing, staging, and delivering cross-platform data and analytics through various interfaces and integrations. Focus on designing solutions for online media measurement that respect increased privacy concerns, including industry-compatible, interoperable methodologies.
• Data Science: Creating new methodologies for person-level TV and digital consumption at scale and across platforms. Developing expertise in combining multiple data assets to leverage single-platform datasets into representative cross-platform measurements and working with partner data. Original research into data overlaps and deduplication for reach measurement.
• AI Capabilities: Harnessing AI to intelligently contextualize massive amounts of web and video content to inform targeted and brand-safe advertising. Developing methodologies to help clients understand and quantify the downstream impact of AI platforms (e.g., ChatGPT, Copilot, Gemini) on consumer journeys, website visitation, benchmarking, and visibility optimization.

Innovation Pipeline:

• Privacy-Centric World: Leading the transition to privacy-centric methodologies by leveraging panel capabilities and collaborating with partners to expand large-scale integrations.
• Comscore Predictive Audiences: An ID-free targeting capability that enables advertisers to reach audiences based on granular consumer behavior through privacy-friendly contextual signals across digital, mobile, and CTV campaigns.
• Cross-Platform Innovation: Industry-wide efforts and proprietary projects, including the development of Comscore Content Measurement (CCM) for deduplicated content measurement at the title level across digital, CTV, and linear TV.
• Measuring AI Influence: Developing new methodologies to provide visibility into generative AI adoption and usage, and to quantify its impact on client businesses.

Intellectual Property Portfolio:

• Patent Strategy: Comscore protects its innovations and products through patents, trademarks, copyrights, and trade secrets. It actively files for and acquires patent rights for its innovations, continuously enhancing its patent portfolio through targeted and strategic filings and licensing opportunities. Patent coverage extends across data capture and processing techniques.
• Trademark Strategy: The company maintains trademark protection for its products and services globally, recognizing their importance to marketing efforts and competitive value.
• Licensing Programs: Comscore licenses data from various third-party providers, including satellite, telecommunications, and cable operators for television and VOD viewership data, as well as third-party scheduling datasets and data matching partners, and providers of demographic and behavioral mobile and panel data.

Technology Partnerships: Comscore engages in strategic alliances and research collaborations, including with academic partners, to expand its product offerings and development capabilities. It integrates many of its services with programmatic advertising platforms.

Leadership & Governance

Executive Leadership Team

Leadership Continuity: Not explicitly detailed beyond the executive team's tenure.

Board Composition: The Board of Directors includes both executive and non-executive members. As of December 31, 2025, the largest stockholders (Charter Communications Holding Company, LLC, Liberty Broadband Corporation, and Pine Investor, LLC) each have the right to designate one director to serve on the Board, and together have the right to nominate a fourth director who acts as the Board Chair. These Preferred Stockholders also hold consent rights over certain corporate matters. The Board members bring diverse expertise in corporate credit, media and advertising, M&A, finance, accounting, and technology.

Human Capital Strategy

Workforce Composition: As of January 31, 2026, Comscore had approximately 1,200 employees, with 93% being full-time and 7% part-time. The employee population is globally dispersed, with 58% in North America, 22% in Asia-Pacific Rim, 11% in Europe, and 9% in Latin America as of December 31, 2025. The workforce is primarily concentrated in Product and Technology (55%), followed by Sales and Service (17%), Movies (17%), and General and Administrative (11%).

Talent Management:

• Acquisition & Retention: Comscore prioritizes building employee engagement, fostering a positive culture of trust, transparency, learning, and involvement, and offering competitive pay and benefits to attract and retain talent. The company regularly reviews employee turnover and satisfaction rates to develop improvement strategies. Recruitment efforts include employee referrals, independent outreach, and relationships with universities, professional associations, and industry alliances.
• Employee Value Proposition: Comscore provides a competitive and varied portfolio of healthcare, wellness, financial, and other benefits. In the United States, over 80% of eligible employees were enrolled in healthcare plans as of December 31, 2025.
• Development Programs: All employees have access to virtual, on-demand learning opportunities, with approximately 74% participation in 2025. Custom learning programs are also developed to meet specific business needs and employee interests.

Diversity & Development:

• Diversity Metrics: Comscore strives to build a diverse, equitable, and inclusive workforce at all organizational levels.
• Development Programs: The company emphasizes inclusion and employee-led opportunities, including Employee Resource Groups (ERGs) sponsored by senior leadership. Current ERGs support LGBTQ+ persons, people of color, women, emerging professionals, parents and caregivers, and remote workers.
• Culture & Engagement: Comscore fosters a culture of trust, collaboration, and compliance, with policies that prioritize respect and provide multiple avenues for employees to express opinions and concerns. Employees are not represented by labor unions, except where customary. A Compliance Management System includes mandatory training on workplace harassment and the code of business conduct.

Business Cyclicality & Seasonality

Demand Patterns:

• Economic Sensitivity: Comscore's business is sensitive to the overall health of the media and advertising industries. Macroeconomic factors, including inflation, capital market disruptions, recession concerns, geopolitical conflicts, and U.S. trade policy, can lead to reductions or delays in advertising expenditures. This directly impacts demand for Comscore's products, particularly those tied to advertising spend.
• Industry Cycles: Custom solutions and newer products, for which revenue is recognized based on customer usage, are subject to higher fluctuations in response to changes in customers' advertising budgets, platform strategies, and spending. The company anticipates that softness in the advertising market will continue to affect its business in 2026.

Planning & Forecasting: Macroeconomic factors introduce significant uncertainty, making it more difficult for Comscore to accurately predict future revenue and costs. This unpredictability can lead to challenges in resource allocation and operational efficiency.

Regulatory Environment & Compliance

Regulatory Framework:

• Industry-Specific Regulations: Comscore is subject to numerous U.S. and foreign laws, regulations, and contractual obligations concerning data privacy, security, and governance. The regulatory environment is constantly evolving and increasingly demanding.
  • Data Privacy & Protection: Laws such as the European Union's General Data Protection Regulation (GDPR) and various U.S. state privacy laws impose stringent requirements on the collection, processing, use, storage, sharing, and transmission of personal data. These laws often require substantial compliance costs, may lead to fines, and necessitate changes to business practices and product offerings. Regulators are increasingly focused on transparency, consent, and consumer choice.
  • AI Regulation: The development, use, and provision of AI technologies are subject to evolving review by governments and regulatory agencies globally. New laws and regulations could impact Comscore's methodologies, impose new disclosure or consent requirements, or limit its ability to pursue alternative strategies for product development.
• International Compliance: Cross-border data transfers are under increasing scrutiny, particularly in the EU, leading to expanded enforcement efforts. The varied, overlapping, and sometimes conflicting nature of U.S. federal, state, and foreign laws creates compliance risks.

Trade & Export Controls:

• Export Restrictions: Comscore's global business activities, including service sales and data collection, are subject to U.S. export controls and economic and trade sanctions laws.
• Sanctions Compliance: The company takes precautions to prevent data collection from panelists in embargoed countries and regions. Failure to comply with these laws, including proper screening of potential panelists, customers, and vendors, could result in government investigations, penalties, and reputational harm.

Legal Proceedings:

• Privacy Litigation: In February 2026, a purported class action complaint (Singer et al. v. Comscore, Inc. et al., No. 2:26-cv-01108 (C.D. Cal.)) was filed against Comscore in the U.S. District Court for the Central District of California. The complaint alleges violations of various California laws and the federal Electronic Communications Privacy Act, as well as common-law claims, related to the alleged collection of internet data from California residents. The plaintiffs seek class certification, injunctive relief, statutory damages, disgorgement of profits, punitive damages, costs, and attorneys' fees. Comscore believes it has meritorious defenses, but the outcome and potential liability are not reasonably estimable.
• State Sales Tax Audit: In January 2025, Comscore received an initial audit assessment from the State of Washington Department of Revenue for potential sales tax liabilities for fiscal years 2020 through 2023, totaling approximately $8.0 million (including alleged penalties and interest). Comscore is disputing the assessment, believing its activities are not taxable under applicable law, but the outcome and potential liability are not reasonably estimable.
• Other Matters: Comscore is involved in various other legal proceedings in the normal course of business. While management believes the final outcome of current pending matters will not have a material adverse effect on the company's financial position, results of operations, or cash flows, legal proceedings can incur significant defense costs and divert management resources.

Tax Strategy & Considerations

Tax Profile:

• Effective Tax Rate: For the year ended December 31, 2025, Comscore reported an effective tax rate of 23.9%, a significant change from -1.6% in 2024 and -2.0% in 2023. This rate is influenced by the U.S. federal statutory rate, state taxes, foreign tax effects, cross-border tax laws (including Global Intangible Low-Taxed Income (GILTI) and Subpart F income), tax credits, non-deductible expenses, changes in valuation allowance, Net Operating Loss (NOL) adjustments, stock compensation, and worldwide changes in unrecognized tax benefits.
• Geographic Tax Planning: Comscore operates in multiple jurisdictions and is subject to their respective tax laws and transfer pricing regulations.
• Net Operating Loss Carryforwards (as of December 31, 2025):
  • U.S. Federal: $572.6 million (estimated utilizable: $469.8 million), subject to annual limitations under Internal Revenue Code Section 382 due to an ownership change in May 2021. These begin to expire in 2026, though federal NOLs generated after December 31, 2017, have an indefinite carryforward period.
  • U.S. State: $1.4 billion (estimated utilizable: $1.3 billion), also subject to Section 382 limitations and beginning to expire in 2026.
  • Foreign Subsidiaries: $5.6 million, which begin to expire in 2028.
• Tax Valuation Allowance: As of December 31, 2025, Comscore had a valuation allowance of $239.9 million against certain deferred tax assets, including U.S. federal and state tax attributes and timing differences, and deferred tax assets of certain foreign subsidiaries. The decrease in the valuation allowance in 2025 was primarily due to decreases in U.S. deferred revenue, lease liability, and property and equipment, net of increases in U.S. NOL carryforwards and Sec. 163(j) interest limitation carryforward.
• Foreign Undistributed Earnings: Comscore intends to indefinitely reinvest the accumulated undistributed earnings of its foreign subsidiaries to fund international operations and has not accrued related foreign withholding taxes or state income taxes.
• Uncertain Tax Positions: As of December 31, 2025, the liability for unrecognized tax benefits (including interest and penalties) was $0.5 million. The amount that would affect the effective tax rate if recognized is $1.6 million.
• Tax Reform Impact: The One Big Beautiful Bill (OBBB) Act, signed July 4, 2025, permanently restores immediate expensing of domestic Research & Experimentation (R&E) expenditures for tax years beginning after December 31, 2024. Foreign R&E expenditures remain subject to 15-year amortization. The OBBB Act did not materially impact Comscore's income tax position in 2025.