SCOR 10-K & 10-Q changes, risk factors and insider trading

•We derive a significant portion of our revenues from subscription-based products, and our customers could terminateterminate, reduce or fail to renew their subscriptions.

•Our acquisitionsstrategic or partnershipstransactions with other companies may not be successful and may divert our management's attention.

•Our restructuring activities and cost-reduction initiatives may not deliver the expected results and could disrupt our business operations.

•We may not generate sufficient cash to service our debt, dividend obligations, lease facilities and trade payables.

•Domestic or foreign laws may further limit our ability to collect and incorporate media usage information in our products and impose costly requirements on our business.

•ExportEvolving controlssanctions and sanctionsexport control laws could impair our ability to compete in international markets and subject us to liability.

•We may need additional capital to support our business or meet our debt or dividend obligations, which may not be available on acceptable terms or at all.

Our business depends on the health of the media and advertising industries in which we operate. The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities, and the economy in general. In recent years, macroeconomic factors including inflation, risingcapital interestmarket ratesdisruptions, and supplyrecession chain disruptionsconcerns have caused some advertisers to reduce or delay advertising expenditures. Recent geopolitical conflicts and developments in U.S. trade policy have created additional uncertainty, contributing to further spending delays by advertisers. These delays and declines, which may continue in future periods, have had a direct impact on demand for our products, which measure advertising campaigns and audiences across platforms.audiences.

Further reductions in advertising spending could result in customers terminating their subscriptions for our products, delaying renewals, or renewing on terms less favorable to us. Furthermore, our custom solutions and newer products, for which we recognize revenue based on impressionscustomer used,usage, are subject to higher fluctuations in revenue from changes in our customers' advertising budgetsbudgets, platform strategies and spending. Macroeconomic factors could also increase our costs, reducing margins and preventing us from meeting our profitability goals. Finally, these factors make it more difficult for us to predict our future revenue and costs, which could result in misallocation of resources or operating inefficiencies that could harm our business. The extent of the impact of macroeconomic factors on our business is uncertain and may continue to adversely affect our operations and financial results.

The market for audience and advertising measurement products is highly competitive and continues to evolve rapidly. We compete primarily with providers of media intelligence and related analytical products and services. We also compete with providers of marketing services and solutions, with full-service survey providers, and with internal solutions developed by customers and potential customers. In recent years, competition has intensified as a result of the entrance of new competitors, the increasing variety and number of media channels and platforms requiring measurement, and the development of new technologies, products and services in our industry to address this media fragmentation. We expect these trends to continue. Some of our competitors have substantially greater resources than we do. As a result, these competitors may be able to devote greater resources to development of systems and technologies, acquisition of data, recruitment and retention of personnel, marketing and promotional campaigns, panel retention and development, and other key areasareas. thatThis canmay allow them to produce superior products to ours or introduce products to market faster than we can, which could impact our ability to compete effectively. In addition, some of our competitors have adopted and may continue to adopt aggressive pricing policies, including the provision of certain services at little or no cost, in order to retain or acquire customers. Furthermore, large software companies, internet platforms and database management companies may enter our market or enhance their current offerings, either by developing competing services or by acquiring our competitors, and could leverage their significant resources and pre-existing relationships with our current and potential customers. Finally, consolidation of our competitors could make it difficult for us to compete effectively. If we are unable to compete successfully against our current and future competitors, we may not be able to retain and acquire customers, and we may consequently experience a decline in revenues, reduced operating margins, loss of market share and diminished value from our products.

We operate in industries that require sophisticated data collection and processing technologies. Our future success will depend in large part on our ability to timely develop new and modify or enhance our existing products and services, including without limitation, our data collection technologies and approaches, in order to meet customer needs, add functionality and address technological advancements and evolving industry standards.

More generally, we will need to develop new products and methodologies to address evolving technologies and standards across the universe of media, including television, online and mobile usage. However, we may be unsuccessful in identifying new product opportunities, developing or marketing new products in a timely or cost-effective manner, or obtaining the necessary access to data or technologies needed to support new products, or we may be limited in our ability to operate due to patentsintellectual property rights held by others. In addition, our product innovations may not achieve the market penetration or price levels necessary for profitability. If we are unable to develop and integrate timely enhancements to, and new features for, our existing methodologies or products or if we are unable to develop new products and technology that keep pace with rapid technological developments, changing industry standards or consumer preferences, our products may become obsolete, less marketable and less competitive, and our business will be harmed.

Furthermore, the market for our products is characterized by changes in protocols and evolving industry standards. For example, industry associations such as the Advertising Research Foundation, the Council of American Survey Research Organizations, the Internet Advertising Bureau, the U.S. Joint Industry Committee and the Media Rating Council as well as foreign and international industry associations have undertaken efforts to review market research methodologies across the media that we measure and/or develop minimum standards, accreditations or certifications for such research. Failure to seek or achieve accreditation or certification, delays in accreditation or certification, or adverse audit findings may negatively impact the market acceptance of our products. Meanwhile, successful accreditation, certification or audits may lead to costly changes to our procedures and methodologies, may divert development resources from other priorities, and may not result in the anticipated commercial benefits.

Any inaccuracy, perceived inaccuracy, inconsistency or delay in the data reported by us could lead to consequences that could adversely impact our operating results, including loss of customers; sales credits, refunds or liability to our customers; the incurrence of substantial costs to correct any material defect, error or inconsistency; increased warranty and insurance costs; potential litigation; interruptions in the availability of our products; diversion of development resources to improve our processes or delivery; lost or delayed market acceptance and sales of our products; and damage to our brand.

We have in the past and may in the future change our methodologies, the methodologies of companies we acquire, or the scope of information we collect. Such changes may result from identified deficiencies in current methodologies, development of more advanced methodologies, changes in our business plans or in industry standards, changes in law or regulatory requirements, changes in technology used by websites, browsers, mobile applications, servers, or media we measure, integration of acquired companies or expressed or perceived needs of our customers, potential customers or partners. Any such changes or perceived changes, or our inability to accurately or adequately communicate to our customers and the media such changes and the potential implications of such changes on the data we have published or will publish in the future, may result in customer dissatisfaction, particularly if certain information is no longer collected or information collected in future periods is not comparable with information collected in prior periods. As a result of future methodology changes, some of our customers that may also supply us with data may decide not to continue buying products or services from us or may decide to discontinue providing us with their data to support our products. Such customers may elect to publicly air their dissatisfaction with the methodological changes made by us, which may damage our brand and harm our reputation.

We believe that the quality, size and scope of our research panels are important to our business. InOver recent years,time, however, panel participation has declined, in part due to changes by software providers that have made it more difficult to obtain consent to participate in panels, steps taken by antivirus providers to remove third-party measurement software despite panelists' previous consent, and operating system updates (including iOS and Android) that limit the ability of third parties to measure device usage. At the same time, the difficulty and cost of recruiting new panelists have increased. Although we have taken (and continue to take) steps to mitigate the impact of these changes on our business, there can be no assurance that we will be able to maintain panels of sufficient size and scope to provide the quality of marketing intelligence that our customers demand from our products. We anticipate that the cost of traditional panel recruitment will continue to increase with the proliferation of proprietary and secure media content delivery platforms, evolving industry practices and regulatory developments, and that the difficulty in collecting these forms of data will continue to grow, which may require significant hardware and software investments, increases to our panel incentive and panel management costs, and evaluation of alternative panel resources. To the extent that any additional expenses are not accompanied by increased revenues, our operating margins may be reduced and our financial results could be adversely affected. If we are unable to maintain panels of sufficient size and scope, whether through traditional recruitment or alternative sources, we could face negative consequences, including degradation in the quality and competitiveness of our products, failure to receive accreditation or certification from industry associations, loss of customers and damage to our brand.

We derive a significant portion of our revenues from sales of our subscription-based products. If our customers terminateterminate, reduce or fail to renew their subscriptions, our business could suffer.

We currently derive a significant portion of our revenues from our syndicated products, which are typically one-year subscription-based products. ThisHistorically, hasthese generallyproducts provided us with recurring revenue due to high renewal rates among our enterprise customers;customers. In recent years, however, syndicatedwe digitalhave seen declines in revenue from our smallersyndicated audience offerings, primarily related to our national TV and internationalsyndicated customersdigital has declined in recent years.products. If additional customers terminate their subscriptions for our products, do not renew their subscriptions, delay renewals of their subscriptions or renew on terms less favorable to us, our syndicated product revenues could continue to decline and our business could suffer.

Our customers have no obligation to renew after the expiration of their subscription periods, and we cannot be assured that current subscriptions will be renewed at the same or higher dollar amounts, if at all. Furthermore, our custom solutions and newer products, for which revenue is recognized based on impressionscustomer used,usage, are subject to higher fluctuations in revenue. Our customer renewal and usage rates may decline or fluctuate due to a number of factors, including customer satisfaction or dissatisfaction with our products, the costs or functionality of our products, the prices or functionality of products offered by our competitors, the health of the advertising marketplace and the industries in which we operate, mergers and acquisitions affecting our customer base,base (including recent and pending consolidation in the media and entertainment industries), general economic conditions or reductions in our customers' spending levels.

Our success depends in part on our ability to sell our products to large customers and on the renewal of subscriptions and contracts with these customers in subsequent years. For the years ended 2024,2025, 20232024 and 2022,2023, we derived 34%, 37%34% and 34%,37%, respectively, of our total revenues from our top 10 customers. Uncertain economic conditions, changes in the political or regulatory environment or other factors, such as the failure or consolidation of large customer companies, internal reorganization or changes in customer buying processes,processes or platform usage, or dissatisfaction with our products, may cause certain large customers to terminate or reduce their subscriptions and contracts with us or may increase our costs to retain those customers. The failure or consolidation of large customer companies, including recent and pending consolidation in the media and entertainment industries, could cause further reductions in the affected companies' contracts with us. The loss of any one or more of these customers could decrease our revenues and harm our current and future operating results. The addition of new large customers or increases in sales to existing large customers may require particularly long implementation periods and other significant upfront costs, which may adversely affect our profitability or divert resources from our other priorities. To compete effectively, we have in the past been, and may in the future be, forced to offer significant discounts to maintain existing customers or acquire other large customers. As a result, new large customers or increased usage of our products by large customers may cause our profit margins to decline.

We may expand through investments in, acquisitions of, or the development of new products with assistance from, other companies,companies or we may consider other strategic transactions, any of which may not be successful and may divert our management's attention.

In the past, we completed several strategic acquisitions, most recently our acquisition of Shareablee in 2021. We also may evaluate and enter into discussions regarding an array of potential strategic transactions, including acquiring complementary products, technologies or businesses.businesses or divesting portions of our business. An acquisition, investmentdivestiture or other strategic business relationship may involve significant operating challenges, expenditures and risks. In particular, we may encounter difficulties carving out existing operations for divestiture or integrating the businesses, data, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to be employed by us, and we may have difficulty retaining the customers and partners of any acquired business due to changes in strategy, management andor ownership. Acquisitions and divestitures may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our business. Moreover, we cannot guarantee that the anticipated benefits of any acquisition, investmentdivestiture or other business relationship would be realized timely, if at all, or that we would not be exposed to unknown liabilities. In connection with any such transaction, we may:

•encounter difficulties retaining key employees of thean acquired company or integrating diverse business cultures, particularly in countries where we have not previously had employees;

•use cash that we may otherwise need for ongoing or future operation of our business or dividends;

•experience difficulties effectively separating divested assets, utilizing acquired assets or obtaining required third-party consents;

We also have entered into relationships with certain third-party providers to expand our product offerings, and we may enter into similar arrangements in the future. These relationships and transactions sometimes involve preferred or exclusive licenses, discount pricing, provision of our products and services without charge, or investments in other businesses to expand our product development and sales capabilities. These transactions may be material to our financial condition and results of operations, and though these transactions may provide additional benefits, they may not be profitable immediately or in the long term. Negotiating any such transactions can be time-consuming, difficult and expensive, and our ability to close these transactions may be subject to regulatory or other approvals and other conditions that are beyond our control. We can make no assurances that any such transactions, investments or relationships will be completed or successful. The impact of any one or more of these factors could materially and adversely affect our business, financial condition or results of operations.

In the future, we may need to expand our network and systems at a more rapid pace than we have in the past.past, particularly as we integrate AI tools and capabilities. Our network or systems may not be capable of meeting the demand for increased capacity, or we may incur additional expenses to accommodate these capacity demands. In addition, we may lose valuable data or be unable to obtain or provide data on a timely basis or our network may temporarily shut down if we fail to adequately expand or maintain our network capabilities to meet future requirements. Any lapse in our ability to collect or transmit data may decrease the value of our products and prevent us from providing the data requested by our customers and partners. Any disruption in our data processing or any loss, exposure or misuse of data may damage our reputation and result in the loss of customers, partners and vendors and the imposition of penalties or other legal or regulatory action, and our business, financial condition and results of operations could be materially and adversely affected.

WeIn recent years, we have begun an initiative to transformmigrating certain data collection, processing and delivery systems from traditional data centers to cloud-based platforms. The migration of these processes has required, and will continue to require, significant time and resources from our management, technology and operations personnel and has introduced new requirements for security, financial and software development controls. ThisThese initiativeefforts hashave diverted and may continue to divert resources from other priorities, which could have a negative impact on our revenue and growth opportunities. If the migration of these or other processes is not successful, or if theongoing initiativeor takesfuture migrations take longer or requiresrequire more resources than we anticipate, our results of operations and financial condition could be adversely affected.

Our restructuring activities and cost reductioncost-reduction initiatives may not deliver the expected results and could disrupt our business operations.

Achieving our long-term revenue and profitability goals depends significantly on our ability to allocate resources in line with our strategic objectives and control our operating costs. AsIn describedrecent in Footnote 15, Organizational Restructuring, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this 10-K,years, we communicatedhave aundertaken workforcevarious reduction in 2022 as part of our broader effortsactions to improve cost efficiency and better align our operating structure and resources with strategic priorities. In addition to employee terminations, our restructuringthese activities have included the reallocation of commercial and product development resources, reinvestment in and modernization of key technology platforms, consolidation of data storage and processing activities to reduce our data center footprint, and reduction of other operating expenses.

If our restructuringthese activities do not generate the expected cost savings, our business and financial results could be adversely affected. Moreover, some of the organizational and operational changes we have made and arecontinue makingto make require careful management to avoid disrupting customer, partner and employee relationships. If we do not successfully manage our restructuringthese activities, the expected benefits may not be realized, and our operations and business could be disrupted.

Our success and future growth depend to a significant degree on the skills and continued services of our management team. Our future success also depends on our ability to retain, attract and motivate highly skilled technical, managerial, sales and marketing personnel. The market for these personnel is extremely competitive, particularly for software engineers, data scientists and other technical staff, and our restructuring and cost-reduction activities have put additional pressure on our ability to retain, attract and motivate key personnel. If we cannot retain highly skilled workers and key leaders, our ability to develop and deliver our products and increase our revenues may be materially and adversely affected. If we must increase employee compensation and benefits in order to remain competitive for these personnel, our operating costs and financial condition may be adversely affected. Recruiting and training costs may also place significant demands on our resources. We may experience a loss of productivity due to the departure of key personnel and the associated loss of institutional knowledge, or while new personnel integrate into our business and transition into their respective roles. Failure to ensure effective transitions and knowledge transfers may adversely affect our operations and our ability to execute on our strategic plans and growth initiatives.

•changes in our customers' buying behaviors, including platform changes or disintermediation of traditional channels;

•the timing and success of new product introductions or changes in methodology, particularly in light of consumer opt-in and consent requirements, cookie deprecation and other changes in our industry;

•the impact of our decision to discontinue certain productsproducts, divest businesses or exit certain geographic regions;

•our failure to accurately estimate or control costs, including those incurred as a result of technology upgrades, AI integrations, product development initiativesinitiatives, panel changes and restructuring activities;

•costs incurred in connection with strategic or financing transactions, including financial advisory, legal, accounting, consultingconsulting, tax and other advisory fees and expenses and diversion of management time and resources;

We may not be able to generate or obtain sufficient cash to service our debt, dividend obligations, lease facilities and trade payables.

We currently have indebtedness and lease facilities, as well as trade payables, including expenses incurred in prior periods. In addition, we are required to pay annual dividends on our Preferred Stock, and we may incur additional debt for operations or to fund a special dividend to the holders of our Preferred Stock.operations. These obligations could require us to use a large portion of our cash flow from operations to service our debt, dividend obligations,debt and lease facilities and pay accrued expenses. They could also limit our flexibility to invest in our business and adjust to market conditions, which could impact our customer relationships and place us at a competitive disadvantage.

We expect to obtain the funds to pay our expenses and meet our financial obligations from cash flow from our operations, existing debt facilities and, potentially, from other debt or equity offerings and transactions. Accordingly, our ability to meet our obligations depends on our future performance and corporate activities, which will be affected by financial, business, contractual, economic and other factors, some of which are beyond our control. Failure to meet our payment obligations could disrupt our supply of goods and services and impact our reputation, creditworthiness and relations with customers, partners, creditorspartners and holders of our Preferred Stock.creditors. It could also lead to costly litigation.

If our cash flow and capital resources prove inadequate to allow us to satisfy our trade payables, pay the interest and principal on our debt when due, invest in our business and meet our other financial obligations, we could face substantial liquidity challenges and might be required to dispose of material assets or operations, obtain alternative financing (which we may be unable to do on acceptable terms) or forego attractive business opportunities. In addition, the terms of our existing or future financing agreements and Preferred Stock may restrict us from pursuing these alternatives. Failure to meet our financial obligations could have significant consequences including, potentially, forcing us into bankruptcy or liquidation.

We incurred net losses of $60.2$10.0 million, $79.4$60.2 million and $66.6$79.4 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. We cannot make assurances that we will be able to achieve profitability in the future. As of December 31, 2024,2025, we had an accumulated deficit of $1.5$1.4 billion. Because a large portion of our costs are fixed, we may not be able to adequately reduce our expenses in response to any decrease in our revenues, which would adversely affect our operating results. In addition, our operating expenses may increase as we implement certain growth initiatives and restructuring activities, which include, among other things, the development of new products,products; enhancement of our data assetsassets, technology and infrastructure,infrastructure; and payment of severance and other costs in connection with organizational restructuring. If our revenues do not increase to offset these increases in costs and operating expenses, our operating results would be adversely affected.

Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company's ownership may result in a limitation on the amount of U.S. net operating loss carryforwards that can be utilized annually to offset future taxable income and taxes payable. We completed a Section 382 study in 2023 and concluded that an ownership change occurred in May 2021 as a result of the Series B Preferred Stock transactions; thereforetherefore, all of our U.S. net operating loss carryforwards generated prior to the ownership change are subject to annual limitations under Section 382.

As of December 31, 2024,2025, we estimate our U.S. federal and state net operating loss carryforwards for tax purposes to be $539.0$572.6 million and $1.5$1.4 billion, respectively, subject to limitation as described above. We estimate that $436.2$469.8 million of our U.S. federal net operating loss carryforwards and $1.3 billion of our state net operating loss carryforwards are utilizable given the annual limitations under Section 382. Our net operating loss carryforwards begin to expire in 20252026 for federal and 2026 for state income tax reporting purposes. The federal and certain state net operating losses generated after December 31, 2017 have an indefinite carryforward period as a result of the enactment of the Tax Cuts and Jobs Act ("TCJA"). As of December 31, 2024,2025, we estimate our aggregate net operating loss carryforwards for tax purposes related to our foreign subsidiaries to be $6.3$5.6 million, which begin to expire in 2025.2028.

In recent years, governments around the world and in numerous U.S. states have adopted new laws and regulations focused on data privacy and protection. These laws and regulations apply to the collection, transmission, storage and use of personal information, among other things. The regulatory environment surrounding information security, data privacy and the use of AI in data collection and processing varies from jurisdiction to jurisdiction and is constantly evolving and increasingly demanding. The restrictions imposed by such laws continue to develop and may require us to incur substantial costs and fines or adopt additional disclosure or compliance measures, such as notification requirements and corrective actions.actions, in addition to the measures we have already adopted. They also have required, and may continue to require, us to change our business practices and modify the products that we offer, which may increase our costs and decrease the quality and functionality of our products. Third-party products purporting to address privacy concerns may also negatively affect the functionality of, and demand for, our products and services. Any of these changes could result in the loss of customers, partners and vendors and harm to our business.

Outside parties, including foreign actors, may attempt to fraudulently induce our employees or users of our solutions to disclose sensitive information via illegal electronic spamming, phishing, threats or other tactics. Unauthorized parties may also attempt to gain physical access to our information systems. Any breach of our security measures or the accidental loss, inadvertent disclosure or unauthorized dissemination of proprietary information or sensitive, personal or confidential data about us, our employees or our customers, partners or vendors, including the potential loss or disclosure of such information or data as a result of hacking, fraud, trickery or other forms of deception, could expose us, our employees, our customers or the individuals affected to risks of loss or misuse of this information. Any actual or potential breach of our security measures may result in litigation and potential liability or fines, governmental inquiry or oversight or a loss of customer confidence, any of which could harm our business and damage our brand and reputation, possibly impeding our present and future success in retaining and attracting new customers and thereby requiring time and resources to repair our brand.

Domestic or foreign laws, regulations or enforcement actions may further limit our ability to collect and incorporate media usage information in our products, which may decrease their value and cause an adverse impact on our business and financial results.

•Content & Ad Measurement represents the measurement portion of our business - measuring audiences across content and advertisements for linear TV, CTV, desktops, laptops, tablets and mobile devices. Product offerings reported in this solution group include our legacy subscription-based syndicated offerings that measure audiences for linear TV (national and local), digital and streaming, as well as theatrical box office receipts. Also included in this solution group are our transaction-based cross-platform products,products: Proximic by Comscore ("Proximic"), our Activation solution suite, and ComscoreCross-Platform Campaign RatingsResults ("CCR"), along with our subscription-based cross-platform product, Comscore Content Measurement ("CCM"). These syndicated and cross-platform products are used as currency to plan and execute ad campaigns, measure the outcome of ad campaigns, optimize ad campaigns that are in-flight, activate programmatic campaigns, and make content easier for programmatic advertisers to reach.

We categorize our revenue along these two solution groups; however, our cost structure is tracked at the corporate level and not by our solution groups. These shared costs include employee costs, purchased data, operational overhead, data storage and technology that supportssupport multipleboth solution groups.

We anticipate that revenues from our U.S. sales will continue to constitute a substantial and increasing portion of our revenues in future periods. We expect our non-U.S. revenues to decline as a percentage of our total revenues as a result of relative growth in our domestic product offerings.

Cost of revenues increased by $3.1 million, or 1.5%, for the year ended December 31, 2024 as compared to 2023. Data costs increased primarily due to higher data licensing costs to expand our data footprint and data rights, as well as a credit of $2.5 million recognized in 2023 under the data licensing agreement with Charter CommunicationsOperating which did not recur in 2024. Lease expense and depreciation increased primarily due to higher depreciation driven by an increase in capitalized internal-use software and finance leases. Royalties and resellers costs increased primarily due to increased sales for products in which we pay royalties. Employee costs increased primarily due to a shift in headcount toward supporting our products. These increases were primarily offset by a decrease in systems and bandwidth costs primarily due to lower cloud computing and processing costs attributable to certain custom TV data set deliveries. Professional fees decreased primarily due to a change in cost allocation to better align costs with the services provided.

Research and development expenses include product development costs, consisting primarily of employee costs including salaries, benefits, stock-based compensation and other related costs for personnel associated with research and development activities, third-party expenses to develop new products andproducts, third-party data costs andcosts, allocated overhead, lease expense and other facilities-related costs, and depreciation expense related to general purpose equipment and software.

Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 20162021 Rentrakacquisition merger.of Shareablee. Amortization of intangible assets decreased by $0.5 million, or 17.3%, for 2025 as compared to 2024 and by $2.2 million, or 41.4%, for 2024 as compared to 2023 and by $21.9 million, or 80.8%, for 2023 as compared to 2022.2023. The decrease in amortization of intangible assets in 2024 and 2023 was primarily due to amortization related to certain customer relationships, methodologies and technology intangibles related to theour 2016 Rentrak merger reaching the end of their useful lives.

AsIn the third quarter of September 30, 2024, as a result of changes in our stock price, market and equity capitalization, operating results and projections, we performed an interim impairment review of our goodwill in conjunction with our October 1, 2024 annual testing date. Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $63.0 million non-cash impairment charge in the quarter ended September 30, 2024.

In the quarter ended September 30, 2024, we recorded an impairment charge of $1.4 million related to certain office space lease right-of-use assets and associated leasehold improvements. The impairment charge was driven by the execution of a sublease for an office space for which expected cash receipts arewere less than the cash disbursements for the primary lease.

No impairment charge related to right-of-use and long-lived assets was incurred during the year ended December 31, 2025. For further information refer to Footnote 2, Summary of Significant Accounting Policies.

We incurred restructuring expenses of $1.0 million, $6.2 million and $5.8$6.2 million for the years ended December 31, 2024, 20232024 and 2022,2023, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022. The 2022 restructuring plan was substantially completed in 2024. For further information refer to Footnote 15, Organizational Restructuring.

Interest expense, net consists of interest income and interest expense. Interest income primarily consists of interest earned from our cash and cash equivalent balances. Interest expense primarily relates to interest onand amortization of debt issuance costs under our Prior Credit AgreementAgreement, a prior credit agreement and our finance leases.

Interest expense, net, increased $0.4$4.8 million in 20242025 to $1.9$6.7 million as compared to $1.4$1.9 million in 2023.2024. The increase in interest expense for the year ended December 31, 2024 as compared to 2023 was primarily due to athe higherincrease interestin ratedebt balance related to the Credit Agreement we executed on debtDecember under31, our Prior Credit Agreement,2024, as described in Footnote 5, Debt.

Interest expense, net, increased $0.5$0.4 million in 20232024 to $1.4$1.9 million as compared to $0.9$1.4 million in 2022.2023. The increase in interest expense for the year ended December 31, 2023 as compared to 2022 was primarily due to a higher interest rate on debt under our Priorprior Creditcredit Agreement,agreement, as described in Footnote 5, Debt.

Gain (Loss) Gain From Foreign Currency Transactions

Our foreign currency transactions are recorded as a result of fluctuations in the exchange rate between the transactional currency and the functional currency of foreign subsidiary transactions.transactions, primarily resulting in non-cash unrealized gains and losses. Our foreign currency exposures that relate to the translation to U.S. Dollars are in a net liability position, and our foreign currency exposures that relate to the translation from U.S. Dollars are in a net assetliability position.

A valuation allowance has been established against our net U.S. federal and state deferred tax assets,assets and certain foreign deferred tax assets, including net operating loss carryforwards. As a result, our income tax position is primarily related to foreign tax activity and U.S. deferred taxes for tax deductible goodwill and other indefinite-lived liabilities.

Our principal uses of cash consist of cash paid for data, payroll and other operating expenses, including expenses incurred in prior periods; payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers; and service of our debt and lease facilities; and deferred payment obligations with respect to our 2021 acquisition of Shareablee.facilities.

On December 31, 2024, we entered into a senior secured financing agreement (the "Credit Agreement") with Blue Torch Finance LLC. The Credit Agreement has a term of four years and matures in December 2028. The Credit Agreement provides a borrowing capacity of $60.0 million consisting of a $45.0 million term loan that was fully funded at closing (the "Term Loan") and a $15.0 million revolving credit facility that was unfunded at closing (the "Revolving Facility"). Initial proceeds from the Term Loan were used to resolve our aged accounts payable, cash collateralize our outstanding letters of credit, pay transaction fees and expenses, and strengthen our cash position. As of December 31, 2024,2025, we had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $15.0 million.

In recent years, macroeconomic challenges such as inflation, rising interest rates, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures. Recent geopolitical conflicts and developments in U.S. trade policy have created additional uncertainty, contributing to further spending delays by advertisers. These delays and declines have had a direct impact on demand for our products, particularly those that are tied to discretionary advertising spend. We expect that softness in the advertising market will continue to affect our business intoin 2025.2026. Although we cannot quantify the impact of macroeconomic factors on our future results, any worsening of ad market conditions could negatively impact our financial position and liquidity.

On March 10, 2021, we issued 82,527,609 shares of Series B Preferred Stock in exchange for gross cash proceeds of $204.0 million. Net proceeds from the issuance totaled $187.9 million after deducting issuance costs. Shares of Series B Preferred Stock arewere convertible into Common Stock as described in Footnote 4, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).

The holders of Series B Preferred Stock arewere entitled to participate in all dividends declared on the Common Stock on an as-converted basis and arewere also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain specified circumstances (including in connection with the dividend waivers described below). In addition, such holders arewere entitled to request, and we mustwould have had to take all actions reasonably necessary to pay, a one-time special dividend on the Series B Preferred Stock equal to the highest dividend that our Board of Directors determinesdetermined cancould be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 4, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit). We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing.

Our existing stockholders have experienced and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock. As of MarchJune 31,30, 2026, our Series C Preferred Stock was convertible into an aggregate of 12,670,863 shares of Common Stock at the election of the holders.

As of MarchJune 31,30, 2026, 90,847538,574 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), 482,9511,018,660 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit and deferred stock unit awards under our equity incentive plans and arrangements (including Shareablee plan awards and an employment inducement award we granted in 2021), and 2,088,5843,246,363 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan (the "2018 Plan"). Additionally, we have proposed that our stockholders approve an amendment to the 2018 Plan to increase the number of shares available for grant under the 2018 Plan by 3,000,000.Plan.

We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms. We create our products using a global data platform that combines information on digital platforms (connected televisions, mobile devices, tablets and computers), televisions,televisions and direct to consumer applications, and movie screensapplications with demographics and other descriptive information. We have developed proprietary data science that enables measurement of person-level and household-level audiences, removing duplicated viewing across devices and over time. This combination of data and methods enables a common standard for buyers and sellers to transact on advertising. This helps companies across the media ecosystem better understand and monetize their audiences and develop marketing plans and products to more efficiently and effectively reach those audiences. Our ability to unify behavioral and other descriptive data enables us to provide audience ratings, advertising verification and granular consumer segments that describe hundreds of millions of consumers. Our customers include digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers.

The platforms we measure include televisions, mobile devices, computers, tablets,tablets and CTV devices and movie theaters.devices. The information we analyze crosses geographies, types of content and activities, including websites, mobile and over-the-top applications, video games, television and movie programming, e-commerce and advertising.

•Content & Ad Measurement represents the measurement portion of our business - measuring audiences across content and advertisements for linear TV, CTV, desktops, laptops, tablets and mobile devices. Product offerings reported in this solution group include our legacy subscription-based syndicated offerings that measure audiences for linear TV (national and local), digital and streaming, as well as theatrical box office receipts.receipts prior to the Movies Transaction. Also included in this solution group are our transaction-based cross-platform products - Proximic by Comscore ("Proximic"), our Activation solution suite, and Cross-Platform Campaign Results ("CCR"), along with our subscription-based cross-platform product, Comscore Content Measurement ("CCM"). These syndicated and cross-platform products are used as currency to plan and execute ad campaigns, measure the outcome of ad campaigns, optimize ad campaigns that are in-flight, activate programmatic campaigns, and make content easier for programmatic advertisers to reach.

Revenues for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

Content & Ad Measurement revenue wasdecreased roughlyprimarily flatdue period-over-period,to as an expecteda decline in revenue from our Syndicated Audience offerings, primarilydriven relatedby tothe divestiture of the Movies Business, as described in Footnote 3, Divestiture of Movies Business, and lower renewals ofand lost business in our national TV and syndicated digital products,products. wasCross-Platform largelyrevenue also declined, primarily driven by lower usage in Proximic, partially offset by growth infrom ournew Cross-Platform revenue. The growthbusiness in Cross-Platform revenue was primarily driven by increased usage of our Proximic and CCR products and continued adoption of our CCM offering.CCM.

Research & Insight Solutions revenue decreased primarily due to lower renewals and lower deliveries of certain custom digital products, partially offset by new business from our Consumer Brand Health products.

Cost of revenues for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

Selling and marketing expenses for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

Research and development expenses for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

General and administrative expenses for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2021 acquisition of Shareablee. Amortization of intangible assets was $0.6 million during the three months ended MarchJune 31,30, 2026 and 2025 and $1.3 million during the six months ended June 30, 2026 and 2025.

For the three and six months ended MarchJune 31,30, 2026, the gain from foreign currency transactions was $1.2$0.5 million.million and $1.8 million, respectively. The gaingains waswere primarily driven by fluctuations in the Euro, Chilean Peso, Mexican Peso against theand U.S. Dollar andexchange the Brazilian Real and the U.S. Dollar against the Euro.rates. For the three and six months ended MarchJune 31,30, 2025, the loss from foreign currency transactions was $1.7$3.8 million.million and $5.5 million, respectively. The losslosses waswere primarily driven by fluctuations in the Euro, Chilean Peso against theand U.S. Dollar andexchange the U.S. Dollar against the Euro.rates.

Interest expense, net consists of interest income and interest expense. Interest income primarily consists of interest earned from our cash and cash equivalent balances. Interest expense primarily relates to interest and amortization of debt issuance costs under our Credit Agreement (as defined below) and our finance leases.

Loss on Partial Extinguishment of Debt

During the three and six months ended MarchJune 31,30, 2026, we recognized a $0.4$3.6 million and $4.0 million loss on partialextinguishment of debt, respectively. The loss on extinguishment of debt inis connectionrelated withto the prepayment of $5.0 million of Term Loan principal.principal in the first quarter of 2026 and the full repayment of the remaining outstanding obligations under the Credit Agreement in the second quarter of 2026. For additional information, refer to Footnote 7, Debt.

Income Tax Benefit (Provision) Benefit

For the three months ended MarchJune 31,30, 2026 and 2025, we recorded an income tax provisionbenefit of $0.9 million and an income tax benefitprovision of $1.6$2.5 million, respectively, resulting in effective tax rates of 15.9%5.7% and 28.3%,34.9%, respectively. For the six months ended June 30, 2026 and 2025, we recorded an income tax benefit of $31.0 thousand and an income tax provision of $0.9 million, respectively, resulting in effective tax rates of 0.1% and 7.0%, respectively. These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, changes in the valuation allowance against our domestic deferred tax assets and deferred tax expense resulting from amortization of tax-deductible goodwill. The income tax benefit for the three and six months ended June 30, 2026 also includes a discrete deferred tax benefit of $2.0 million related to the reduction of goodwill as a result of the divestiture of the Movies Business, along with discrete tax expense of $0.6 million related to foreign tax withholding on dividend distributions that were made in connection with the divestiture.

Our principal uses of cash consist of cash paid for data, payroll and other operating expenses; payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers; and service of our debt and lease facilities.facilities; and costs related to our recently announced realignment plan (described below).

As of MarchJune 31,30, 2026, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $25.1$28.7 million, including $3.0 million in restricted cash (primarily related to letters of credit); and cash flows from our operations; and amounts available to us under our Credit Agreement, as described below.operations. We had outstanding letters of credit of $2.7 million as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, no shares of Series C Preferred Stock had been converted into Common Stock.

On December 31, 2024, we entered into a senior secured financing agreement (the "Credit Agreement") with Blue Torch Finance LLC. The Credit Agreement hashad a term of four years and matureswas scheduled to mature in December 2028. The Credit Agreement providesprovided a borrowing capacity of $60.0 million consisting of thea $45.0 million term loan (the "Term Loan") and a $15.0 million revolving credit facility (the "Revolving Facility"). As of March 31, 2026, the interest rate for the Term Loan was 10.96% based on the Adjusted Term SOFR rate, as defined in the Credit Agreement. In addition, the Credit Agreement provides for an unused commitment fee equal to 1.0% per annum of the unused Revolving Facility.

Amounts outstanding under the Credit Agreement mustwere required to be prepaid from time to time with the net cash proceeds of certain debt incurrences, equity issuances, asset sales and other dispositions, insurance and condemnation proceeds, tax refunds and other extraordinary receipts. Additionally, we may bewere required to prepay the loans annually with Excess Cash Flow (as defined in the Credit Agreement) at specified percentages, or we maycould voluntarily prepay a portion of the loans in order to maintain compliance with our financial covenants, as we did in the first quarter of 2026. Certain payments may bewere subject to prepayment premiums.

The Credit Agreement containscontained financial covenants that requirerequired us to maintain a maximum Senior Leverage Ratio and minimum Liquidity (each term as defined in the Credit Agreement) during the term of the facility. Additionally, the Credit Agreement containscontained restrictive covenants that limitlimited our ability to, among other things, incur additional indebtedness and liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets and engage in transactions with affiliates. On March 30, 2026, we and Blue Torch Finance LLC executed a limited consent to the Credit Agreement (the "Limited Consent"),Agreement, which waived testing of the Senior Leverage Ratio for the test period ending March 31, 2026, subject to certain conditions, including that our Senior Leverage Ratio for that test period did not exceed 3.25:1.00. As of March 31, 2026, we were in compliance with our covenants under the Credit Agreement and the Limited Consent.

On March 30, 2026, we voluntarily prepaid $5.0 million of principal outstanding under our Term Loan. The prepayment was funded using cash on hand and was applied to the final maturity payment of the Term Loan. In connection with the prepayment, we recognized a $0.4 million loss on extinguishment of debt during the six months ended June 30, 2026. The loss represented the pro rata portion of the unamortized debt discount and debt issuance costs, along with the prepayment premium.

Cash provided by operating activities is calculated by adjusting our net loss for changes in workingoperating capital,assets and liabilities, as well as by excluding non-cash items such as: depreciation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, stock-based compensation, unrealized foreign currency loss (gain), loss, loss on partialdivestiture of business, net, loss on extinguishment of debt and deferred tax provision (benefit). provision.

Net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2026 was $12.5$8.0 million compared to $9.1$10.0 million for the threesix months ended MarchJune 31,30, 2025. The increasedecrease in cash provided by operating activities was primarily attributabledue to a netan increase in cashnon-cash generatedadjusted fromnet loss driven by declines in revenue and direct costs related to the Movies Transaction offset by the changes in operating assets and liabilities, with $9.0$11.3 million of cash provided by operating assets and liabilities for the threesix months ended MarchJune 31,30, 2026 as compared to $4.2$1.8 million generatedprovided for the threesix months ended MarchJune 31,30, 2025. ThisThe increase was primarily duedriven toby lowerincreases vendorin paymentscontract liabilities and prepaymentscustomer ofadvances, expenses,along partiallywith offset by lower cash receipts from customersincreases in Q1accounts payable and accrued expenses in 2026 compared to the prior year.

Cash provided by (used in) investing activities primarily consists of net proceeds from our divestiture of the Movies Business, payments related to capitalized internal-use software costs, purchases of computer and network equipment to support our technical infrastructure, and furniture and equipment. The extent of these investments will be affected by our ability to expand relationships with existing customers, grow our customer base and introduce new digital formats, as well as constraints on cash expenditures due to our financial position and the current economic environment.

Net cash used in financing activities during the threesix months ended MarchJune 31,30, 2026 was $8.1$49.5 million compared to $3.0$4.6 million during the threesix months ended MarchJune 31,30, 2025. The increase in cash used in financing activities was primarily related to the voluntary prepaymentrepayment of $5.0 million of our outstanding Termprincipal Loan andunder the paymentCredit ofAgreement issuance(totaling costs$44.6 related to the Recapitalization. The increase was partially offset by the third and final installment of the contingent consideration for the Shareablee acquisition paidmillion) during the threesix months ended MarchJune 31,30, 2025.2026.