ComScore Announces Workforce Reduction

Realignment Plan On August 11, 2026, comScore, Inc. (the "Company") communicated a workforce reduction as part of a broader plan to realign the Company's business, optimize its operations, and invest in long-term growth opportunities.

In addition to employee terminations, the plan is expected to include reductions in other corporate costs, expanded use of offshore support, reallocation of commercial and product development resources, contract modifications, and targeted investments in future growth areas.

The Company may also determine to exit activities in certain geographic regions in order to more effectively align resources with business priorities.

In connection with the realignment plan, which was authorized by the Company's Board of Directors (the "Board") on August 6, 2026, the Company will incur certain exit-related costs.

These costs are currently estimated to range between $7 million and $9 million, including (1) cash charges of approximately $6 million to $8 million for severance, termination benefits and related costs for impacted employees; (2) cash charges of approximately $0.5 million to $1 million for contract termination fees; and (3) cash charges of approximately $0.5 million to $1 million for other associated costs, including legal, consulting and other professional fees.

The Company expects implementation of the plan, including cash payments, to be substantially complete in the third quarter of 2027.

The Company intends to exclude certain charges associated with the plan from its non-GAAP financial measures, including adjusted EBITDA and adjusted EBITDA margin.

Cautionary Note Regarding Forward-Looking Statements This Item 2.05 contains forward-looking statements within the meaning of federal and state securities laws, including, without limitation, the Company's expectations and plans regarding the timing, scope and impact of the realignment plan (including employee terminations, cost reductions, resource reallocations, contract modifications and future investments) and the type, amount and timing of related costs.

These statements involve risks and uncertainties that could cause actual events to differ materially from expectations, including, but not limited to, impediments to the Company's ability to execute the plan as currently contemplated, higher-than-expected costs to implement the plan, changes to the assumptions upon which the estimated charges are based, and unintended consequences from the plan that could negatively impact the Company's business or strategy.

For additional discussion of risk factors, please refer to the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings that the Company makes from time to time with the U.S.

Securities and Exchange Commission (the "SEC"), which are available on the SEC's website ( ).

Investors are cautioned not to place undue reliance on the Company's forward-looking statements, which speak only as of the date such statements are made.

Except as required by law, the Company does not intend or undertake, and expressly disclaims any duty or obligation, to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Compensation Changes On August 6, 2026, the Board approved salary reductions and other compensation changes across the Company's executive team in order to reduce corporate costs and better align executives' interests with the Company's stockholders.

These changes, which were recommended by the Company's Chief Executive Officer and other members of management, included: ▪Base salary reductions of 20% for the Chief Executive Officer and 10% for the Chief Financial Officer and other executive team members, effective October 1, 2026 through December 31, 2027; ▪Forfeiture of the Chief Executive Officer's annual short-term incentive program ("STIP") opportunity for 2026; ▪Reduction of STIP opportunities for other executives, including the Chief Financial Officer, by 50% for 2026; ▪Long-term equity incentive opportunities for certain members of management; and ▪Standardization of executive change of control and severance benefits across the team.

On August 10, 2026, the Company entered into a letter agreement (the "CEO Agreement") with its Chief Executive Officer, Matt McLaughlin, reflecting the terms described above.

Under the CEO Agreement, Mr.

McLaughlin's annualized base salary will be reduced from $625,000 to $500,000 effective October 1, 2026, and he will voluntarily forfeit his entire STIP opportunity for 2026.

For 2027, Mr.

McLaughlin's annualized base salary will be $515,000 (reduced from $643,750), and his STIP opportunity will be based 2 on his pre-reduction 2027 salary.

For 2027 and subsequent years, any STIP award for Mr.

McLaughlin will be paid in cash and based on achievement of the Company's annual operating plan, as determined by the Board.

Also on August 10, 2026, the Company entered into a letter agreement (the "CFO Agreement") with its Chief Financial Officer, Mary Margaret Curry, reflecting the terms described above.

Under the CFO Agreement, Ms.

Curry's annualized base salary will be reduced from $400,000 to $360,000 effective October 1, 2026 through December 31, 2027.

For 2026, 50% of Ms.

Curry's STIP opportunity ($150,000) will be deemed unearned; 25% ($75,000) will be paid in cash on or before March 15, 2027, subject to continued employment through the payment date; and 25% ($75,000) will be paid in cash on or before March 15, 2027, subject to the achievement of performance measures set by the Board.

For 2027, Ms.

Curry's STIP opportunity will be based on her pre-reduction salary and subject to performance measu