Executive Summary / Key Takeaways

• Comscore is undergoing a strategic transformation, pivoting towards a unified, cross-platform measurement ecosystem, leveraging its extensive data footprint and proprietary AI-powered technology to address the fragmented media landscape and privacy-first demands.
• The proposed recapitalization transaction, if approved, is a pivotal event, aiming to eliminate over $18 million in annual preferred dividends and a $47 million special dividend obligation, significantly enhancing financial flexibility and aligning stockholder interests.
• Cross-platform solutions, including Proximic, Comscore Campaign Ratings (CCR), and the newly launched Comscore Content Measurement (CCM), are key growth drivers, demonstrating strong double-digit revenue increases despite recent macroeconomic headwinds and a temporary client-specific strategy shift.
• Comscore maintains a leadership position in local TV measurement, backed by MRC accreditation and JIC certification, distinguishing it from competitors in a critical market segment.
• While macroeconomic uncertainty and legacy media declines present challenges, the company's focus on high-margin cross-platform offerings and disciplined cost management is expected to drive full-year 2025 adjusted EBITDA margins between 12% and 15%.

The Evolving Landscape of Media Measurement

Comscore, Inc., established in 1999, operates as a global information and analytics company dedicated to measuring advertising, content, and consumer audiences across an increasingly complex array of media platforms. Headquartered in Reston, Virginia, Comscore's core mission is to provide the critical data and insights necessary for buyers and sellers in the media ecosystem to understand and monetize their audiences effectively. The company's overarching strategy centers on establishing itself as the global leader in cross-platform audience measurement, a vision that has been shaped by its historical journey and strategic responses to market dynamics.

The media industry is in constant flux, characterized by the fragmentation of content consumption across numerous digital, linear TV, and social platforms, coupled with an increasing demand for privacy-forward solutions. This environment necessitates sophisticated measurement tools that can deduplicate audiences across devices and provide granular insights into consumer behavior. Comscore's foundational strength lies in its unmatched data footprint, which encompasses 216 million connected TV screens, over 200 million desktop screens, 240 million mobile devices, and more than 200,000 movie screens globally. This extensive data, combined with proprietary data science, enables the measurement of person-level and household-level audiences, removing duplicated viewing across devices and over time. This capability is crucial for delivering a common standard for advertising transactions.

Technological Edge in a Fragmented World

Comscore's competitive differentiation is deeply rooted in its technological innovation, particularly its ability to unify diverse behavioral and descriptive data. This allows the company to provide audience ratings, advertising verification, and granular consumer segments that describe hundreds of millions of consumers. The company's core technology platform is designed to integrate information from digital platforms, connected televisions, mobile devices, tablets, computers, and movie screens, offering a holistic view of media consumption.

A significant technological advancement is the Comscore Content Measurement (CCM) solution, launched in January 2025. CCM provides an omnichannel view of how audiences engage with content, regardless of where it is consumed—across linear, streaming, social, or the open web. This innovation directly addresses the industry's long-standing problem of fragmented measurement, positioning Comscore to bridge linear and digital truthfully and at scale. The tangible benefits for investors include enhanced client adoption and long-term contracts, as evidenced by early client engagement. Further enhancing CCM, a beta version was recently launched to measure deduplicated, exclusive, and overlapping reach for specific programs and episodes, offering granular insights that can inform content owners' decisions on greenlighting new seasons and pricing content, while enabling advertisers to plan smarter media buys.

In the programmatic advertising space, Comscore's Proximic solution, an ID-free offering, is gaining traction. This technology, coupled with an AI-enabled predictive audience solution, is particularly vital in an era of increasing consumer privacy regulations and the erosion of traditional digital signals like cookies and mobile IDs. In September 2025, Comscore debuted its AI-Powered Data Partner Network, which enables third-party data providers to convert their ID-based datasets into scalable, privacy-first audiences using Proximic’s proprietary AI predictive technology. This network has already demonstrated significant impact, with one example showing an 'online holiday shoppers' segment growing by over 95% when AI was applied. This innovation directly contributes to Comscore's competitive moat by offering scalable, privacy-aligned, and addressable data, which is critical for advertisers seeking precision at scale.

Furthermore, a partnership with Magnite (MGNI), announced in May 2025, introduced Comscore Certified Deal IDs. This offering leverages Comscore's trusted content rankings to deliver an automated curation solution, allowing advertisers to target independently vetted high-quality content and avoid wasted ad spend in programmatic campaigns. These technological advancements collectively contribute to Comscore's competitive advantage by providing superior, privacy-forward, and integrated measurement solutions that drive financial performance through increased client value and market share.

Competitive Positioning and Market Dynamics

Comscore operates in a highly competitive landscape, contending with established players and emerging innovators. Its primary direct competitors include Nielsen Holdings (NLSN), DoubleVerify Holdings (DV), and Criteo S.A. (CRTO). While Nielsen boasts a broader, more entrenched market presence and historically more consistent revenue and cash flow, Comscore distinguishes itself through its agility and digital-first analytics. Comscore offers more granular digital data insights and has demonstrated faster innovation cycles in digital-specific products.

In the realm of ad verification, Comscore's Validated Campaign Essentials compete with DoubleVerify's specialized tools. However, Comscore's strategy integrates broader consumer behavior insights across platforms, offering a more holistic view compared to DoubleVerify's focused verification approach. Comscore's unique value proposition is its ability to combine ad measurement with lifestyle data, potentially providing greater depth in audience insights. Against Criteo, which focuses on e-commerce ad personalization, Comscore's analytics tools offer broader media ecosystem insights, including detailed movie and TV analytics, a segment Criteo does not prioritize.

Comscore holds a particularly strong competitive position in local TV measurement, consistently delivering double-digit growth in this offering. It is the only TV measurement solution in the market that is both MRC accredited for local and national TV measurement and certified by the U.S. JIC. This dual recognition underscores Comscore's commitment to setting a higher standard for media measurement and signals its leadership in delivering scalable, accurate, and certified solutions. This prowess in local measurement is a significant strength, providing stability and growth even as other syndicated offerings face challenges.

Indirect competitors, such as Google Analytics (GOOGL), offer accessible web and app analytics tools, potentially pressuring Comscore's market share in entry-level segments. However, Comscore's advanced, privacy-forward, and AI-powered solutions, like Proximic, are designed to thrive in a world where traditional ID-based targeting is diminishing, providing a crucial advantage over simpler, less integrated offerings. The broader industry trend of AI-driven demand for data centers also presents an opportunity for Comscore, as increased digital ad analytics needs align with its technological capabilities, though it may require sustained investment.

Financial Performance and Strategic Transformation

Comscore's financial performance in recent periods reflects both the challenges of a dynamic market and the early successes of its strategic transformation. For the third quarter of 2025, total revenue was $88.9 million, a slight increase of 0.5% year-over-year. This growth was primarily driven by strong performance in key strategic areas, particularly cross-platform solutions and local TV offerings. Cross-platform revenue increased by 20.2% year-over-year to $12.3 million in Q3 2025, fueled by increased usage of Proximic and CCR products, and the adoption of CCM. Excluding a temporary strategy shift from a large retail media client, cross-platform revenue would have been up 35% in the quarter, demonstrating underlying product strength.

Despite revenue growth, adjusted EBITDA for Q3 2025 was $11 million, down 11.1% from the prior year, resulting in a margin of 12.4%. This decline was primarily attributed to higher employee incentive compensation accruals based on expected full-year performance. For the nine months ended September 30, 2025, net cash provided by operating activities decreased to $19.5 million from $28.1 million in the prior year, mainly due to improved timing of accounts payable settlement and increased interest payments.

Looking back, 2024 saw full-year revenue of $356 million, a 4.1% decrease from 2023, but with a meaningful acceleration in cross-platform growth during the second half. Adjusted EBITDA for 2024 was $42.4 million, reflecting a 11.9% margin, indicating continued cost discipline amidst investments. The increase in interest expense for the three and nine months ended September 30, 2025, compared to 2024, was primarily due to the increased debt balance from the Credit Agreement executed on December 31, 2024.

A significant financial and strategic development is the proposed recapitalization transaction with preferred stockholders, announced in September 2025. This transaction, subject to stockholder approval, aims to eliminate over $18 million in annual preferred dividends and cancel a $47 million special dividend obligation. This move is expected to significantly enhance Comscore's financial flexibility, allowing for greater investment in products and technology, and fostering better alignment of interests across all stockholders.

Outlook and Risks

Comscore has revised its full-year 2025 revenue guidance to be roughly flat with the prior year, a tempering of earlier expectations. This adjustment primarily reflects the impact of the retail media client's strategy shift on cross-platform revenue in Q3 and an anticipated impact in Q4. Despite this, management expects solid double-digit growth in cross-platform revenue to continue. The full-year adjusted EBITDA guidance remains maintained at an anticipated margin of 12% to 15%, driven by a greater share of revenue from higher-margin cross-platform solutions and ongoing cost containment efforts.

The company faces several risks. Macroeconomic factors, including inflation and recession concerns, have led advertisers to reduce or delay spending, directly impacting demand for Comscore's products. This softness is expected to persist through 2025 and into 2026. The Credit Agreement, entered into in December 2024, contains restrictive covenants that limit Comscore's ability to incur additional debt, make investments, or pay cash dividends to preferred stockholders before April 1, 2026. While Comscore was in compliance with these covenants as of September 30, 2025, any failure to meet these obligations could adversely affect its business.

Furthermore, the proposed recapitalization transaction is subject to stockholder approval and other conditions, and its failure to close could harm the business and stock price. Dilution from future equity issuances, including those related to the recapitalization, also remains a consideration for existing stockholders.

Conclusion

Comscore stands at a critical juncture, actively transforming its business to capitalize on the imperative for unified, cross-platform media measurement. The company's strategic focus on developing and deploying advanced, privacy-forward technologies, such as CCM and the AI-Powered Data Partner Network, positions it favorably in an industry demanding more granular and deduplicated audience insights. The anticipated recapitalization transaction is a significant step towards strengthening its financial foundation and unlocking greater flexibility for future growth and innovation.

While macroeconomic headwinds and the inherent challenges of legacy media segments persist, Comscore's leadership in local TV measurement and its expanding suite of cross-platform solutions provide a compelling narrative for long-term value creation. The company's ability to execute on its technological roadmap and integrate these innovations into its core offerings will be paramount in driving sustained profitability and expanding its competitive moat against both traditional and agile digital rivals.