SCOR · Comscore, Inc. · Insider Trading

The reported price on Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.18 to $5.20 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The reported price on Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.95 to $5.15 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The reported price on Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.20 to $5.28 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The reported price on Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.11 to $5.39 per share. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

This option award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan and vests and becomes exercisable in four equal annual installments beginning on 8/20/2027, subject to the reporter's continued service with the Company through each vesting date.

This option award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan and vests and becomes exercisable in four equal annual installments beginning on 8/20/2027, subject to the reporter's continued service with the Company through each vesting date.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award vests in four equal annual installments beginning on 8/20/2027 subject to the reporter's continued service with the Company through each vesting date. Vested units will be deferred and delivered in shares of common stock on the earlier of a separation from service or a change in control of the Company, as set forth in the applicable award agreement.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award vests in four equal annual installments beginning on 8/20/2027 subject to the reporter's continued service with the Company through each vesting date. Vested units will be deferred and delivered in shares of common stock on the earlier of a separation from service or a change in control of the Company, as set forth in the applicable award agreement.

On August 19, 2026, as a result of the Combination (as defined in the Remarks section), Charter (as defined in the Remarks section) acquired the Reporting Person . As a result of the Combination, Charter became the beneficial owner of all the shares of Common Stock and Series C Convertible Preferred Stock beneficially owned by the Reporting Person and the Reporting Person ceased to be subject to the obligations of Section 16 of the Securities Exchange Act of 1934 with respect to the Issuer.

On August 19, 2026, as a result of the Combination (as defined in the Remarks section), Charter (as defined in the Remarks section) acquired Liberty Broadband (as defined in the Remarks section), and as a result of the Combination, Charter became the beneficial owner of all the shares of Common Stock and Series C Convertible Preferred Stock that were beneficially owned by Liberty Broadband.

Charter Communications Holding Company, LLC ("HoldCo") is the record holder of the reported shares. Spectrum Management Holding Company, LLC ("Spectrum Management") is the controlling parent company of HoldCo. Charter Communications Holdings, LLC ("Holdings") is the controlling parent company of Spectrum Management. CCH II, LLC ("CCH II") is the controlling parent company of Holdings. Charter is the controlling parent company of CCH II.

As of August 19, 2026, the shares of Series C Convertible Preferred Stock reported herein are convertible into 4,223,461 shares of Common Stock. Subject to certain antidilution adjustments, the Series C Convertible Preferred Stock is convertible at the option of the holders at any time into a number of shares of Common Stock equal to the Conversion Rate (as defined in the Certificate of Designations for the Series C Convertible Preferred Stock), which is originally one-to-one. The Series C Convertible Preferred Stock has no expiration date.

On August 19, 2026, as a result of the Combination (as defined in the Remarks section), Charter (as defined in the Remarks section) acquired the Reporting Person . As a result of the Combination, Charter became the beneficial owner of all the shares of Common Stock and Series C Convertible Preferred Stock beneficially owned by the Reporting Person and the Reporting Person ceased to be subject to the obligations of Section 16 of the Securities Exchange Act of 1934 with respect to the Issuer.

Shares of Series C Convertible Preferred Stock are convertible at the option of the holder at any time into the number of shares of Common Stock equal to the conversion rate (as defined in the Certificate of Designations of the Series C Convertible Preferred Stock). Pursuant to the Certificate of Designations of the Series C Convertible Preferred Stock, no holder of Series C Convertible Preferred Stock may convert Series C Convertible Preferred Stock in an amount that would cause such holder to beneficially own over immediately following such conversion more than 49.99% of the then outstanding shares of Common Stock. Upon conversion, the holder will receive cash in lieu of fractional shares (if any) and shall fully participate, on an as-converted basis, in any dividends declared and paid or distributions on the Common Stock as if the Series C Preferred Stock were converted. Shares of Series C Convertible Preferred Stock have no expiration date.

On August 19, 2026, as a result of the Combination (as defined in the Remarks section), Charter (as defined in the Remarks section) acquired Liberty Broadband (as defined in the Remarks section), and as a result of the Combination, Charter became the beneficial owner of all the shares of Common Stock and Series C Convertible Preferred Stock that were beneficially owned by Liberty Broadband.

Charter Communications Holding Company, LLC ("HoldCo") is the record holder of the reported shares. Spectrum Management Holding Company, LLC ("Spectrum Management") is the controlling parent company of HoldCo. Charter Communications Holdings, LLC ("Holdings") is the controlling parent company of Spectrum Management. CCH II, LLC ("CCH II") is the controlling parent company of Holdings. Charter is the controlling parent company of CCH II.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2026-2027 director term, will vest in full on the earliest of (i) the date of the Company's 2027 annual meeting of stockholders, (ii) June 30, 2027, and (iii) the date of a change in control of the Company, subject in each case to the grantee's continued status as a member of the Company's Board of Directors on the vesting date. Vested units will be deferred and delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

Jeffrey Barratt Murphy assigned all his rights and interests in the Stock Award to Charter Communications Holding Company, LLC ("HoldCo"). Spectrum Management Holding Company, LLC ("Spectrum Management") is the controlling parent company of HoldCo. Charter Communications Holdings, LLC ("Holdings") is the controlling parent company of Spectrum Management. CCH II, LLC ("CCH II") is the controlling parent company of Holdings. Charter Communications, Inc. is the controlling parent company of CCH II.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2026-2027 director term, will vest in full on the earliest of (i) the date of the Company's 2027 annual meeting of stockholders, (ii) June 30, 2027, and (iii) the date of a change in control of the Company, subject in each case to the reporter's continued status as a member of the Company's Board of Directors on the vesting date. Vested units will be deferred and delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

Restricted stock units (the "Stock Award"), which each represent a right to receive one share of common stock, par value $0.001 per share ("Common Stock"), of comScore, Inc. (the "Company"), issued to Robert Davenport in connection with his service as a member of the Company's board of directors and pursuant to the Company's standard director compensation program. The Stock Award will vest on the earliest of the Company's 2027 annual meeting of stockholders, June 30, 2027, or a change in control of the Company, with vested units to be deferred and delivered in shares of Common Stock upon the earlier of his separation from service or a change in control of the Company. Pursuant to a director fee assignment agreement, dated as of December 29, 2025 (the "Assignment Agreement"), Mr. Davenport has assigned to Cerberus Capital Management, L.P. ("CCM") all of his rights and interests in the Stock Award and any shares of Common Stock issuable upon the settlement thereof.

The amount of securities beneficially owned includes 5,000 restricted stock units issued to Mr. Davenport on December 29, 2025, which were assigned to CCM pursuant to the Assignment Agreement. The 5,000 restricted stock units were previously reported by CCM on Table II of Form 4 and since such report have become fully vested. Pursuant to the terms thereof, these vested units are deferred and will be delivered in shares of Common Stock upon the earlier of Mr. Davenport's separation from service or a change in control of the Company.

The amount of securities beneficially owned no longer includes the 3,853 shares of Common Stock that were issued by the Company to Nana Banerjee as director fees and previously assigned by Dr. Banerjee to CCM. CCM no longer has any pecuniary interest in these 3,853 shares of Common Stock.

Pine Investor, LLC ("Pine Investor") is the record holder of the securities reported herein. CCM, either directly or through one or more intermediate entities, including Pine Investor, possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company reported herein.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2026-2027 director term, will vest in full on the earliest of (i) the date of the Company's 2027 annual meeting of stockholders, (ii) June 30, 2027, and (iii) the date of a change in control of the Company, subject in each case to the reporter's continued status as a member of the Company's Board of Directors on the vesting date. Vested units will be deferred and delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2026-2027 director term, will vest in full on the earliest of (i) the date of the Company's 2027 annual meeting of stockholders, (ii) June 30, 2027, and (iii) the date of a change in control of the Company, subject in each case to the reporter's continued status as a member of the Company's Board of Directors on the vesting date. Vested units will be deferred and delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2026-2027 director term and prorated compensation for the 2025-2026 term, will vest in full on the earliest of (i) the date of the Company's 2027 annual meeting of stockholders, (ii) June 30, 2027, and (iii) the date of a change in control of the Company, subject in each case to the reporter's continued status as a member of the Company's Board of Directors on the vesting date. Vested units will be deferred and delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted on 7/1/2025 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2025-2026 director term, vested in full on 6/16/2026, the date of the Company's 2026 annual meeting of stockholders. Vested units are deferred and will be delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This performance-based restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan and a compensation agreement with the reporter. This award will be eligible to vest on 5/28/2029 subject to the achievement of certain stock price goals ranging from $14.50 to $22.50 on or prior to the vesting date. The reporter may earn up to 100% of the number of performance-based restricted stock units granted, depending on the level of achievement. Vested units will be deferred and delivered in shares of common stock on the earlier of a separation from service or a change in control of the Company, as set forth in the applicable award agreement.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan and a compensation agreement with the reporter. This award vests in three equal annual installments beginning on 5/28/2027 subject to the reporter's continued employment with the Company through each vesting date. Vested units will be deferred and delivered in shares of common stock on the earlier of a separation from service or a change in control of the Company, as set forth in the applicable award agreement.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award ("Stock Award") was granted on 7/1/2025 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. The Stock Award, which represents compensation for the 2025-2026 director term, vested in full on 6/16/2026, the date of the Company's 2026 annual meeting of stockholders. Vested units are deferred and will be delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

David Kline and Jeffrey Barratt Murphy each assigned all their rights and interests in the Stock Award to Charter Communications Holding Company, LLC ("HoldCo"). Spectrum Management Holding Company, LLC ("Spectrum Management") is the controlling parent company of HoldCo. Charter Communications Holdings, LLC ("Holdings") is the controlling parent company of Spectrum Management. CCH II, LLC ("CCH II") is the controlling parent company of Holdings. Charter Communications, Inc. is the controlling parent company of CCH II.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted on 7/1/2025 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2025-2026 director term, vested in full on 6/16/2026, the date of the Company's 2026 annual meeting of stockholders. Vested units are deferred and will be delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted on 7/1/2025 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award, which represents compensation for the 2025-2026 director term, vested in full on 6/16/2026, the date of the Company's 2026 annual meeting of stockholders. Vested units are deferred and will be delivered in shares of common stock upon a separation from service or a change in control of the Company, as set forth in the applicable award notice.

This option award was granted pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan and vests and becomes exercisable in three equal annual installments beginning on 5/28/2027, subject to the reporter's continuous employment with the Company through each vesting date.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted on 6/6/2023 pursuant to the terms of the Shareablee, Inc. 2013 Stock Option/Stock Issuance Plan, as amended. This award vested in three equal annual installments beginning on 6/6/2024, subject to the reporting person's continuous service with the Company through each vesting date.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

These shares were withheld to fulfill tax withholding obligations associated with the vesting of restricted stock units on 6/6/2026. This was not an open market sale.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted on 7/1/2025 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award vested in full on 12/29/2025 upon the reporter's resignation from the Company's Board of Directors in connection with a previously disclosed recapitalization transaction. Vested units will be delivered in shares of common stock as soon as administratively practicable, as set forth in the applicable award notice.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted on 7/1/2025 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award vested in full on 12/29/2025 upon the reporter's resignation from the Company's Board of Directors in connection with a previously disclosed recapitalization transaction. Vested units will be delivered in shares of common stock as soon as administratively practicable, as set forth in the applicable award notice.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted on 7/1/2025 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award vested in full on 12/29/2025 upon the reporter's resignation from the Company's Board of Directors in connection with a previously disclosed recapitalization transaction. Vested units will be delivered in shares of common stock as soon as administratively practicable, as set forth in the applicable award notice.

This Form 4 is being filed in connection with the consummation on December 29, 2025 of the exchange contemplated by the Stock Exchange Agreements, dated September 26, 2025, pursuant to which Pine Investor, LLC exchanged 31,928,301 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") previously held by it for: (i) 4,223,621 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), and (ii) 3,286,825 shares of common stock, par value $0.001 per share of comScore, Inc. (the "Company", and such exchange, the "Exchange"). The Exchange reported herein was approved by the Board of Directors of the Company and is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d) thereunder.

The Series C Preferred Stock is convertible at any time, at the holder's election, into shares of Common Stock on a one-for-one basis, subject to the terms of the Certificate of Designations of Series C Preferred Stock filed with the Secretary of State of the State of Delaware, as may be amended from time to time. Conversion of the Series C Preferred Stock is subject to certain limitations, including a restriction that prohibits conversion to the extent such conversion would result in the holder beneficially owning more than 49.99% of the outstanding shares of Common Stock immediately following such conversion. The Series C Preferred Stock has no expiration date.

Pine Investor, LLC is the record holder of the securities reported herein. Cerberus Capital Management, L.P., either directly or through one or more intermediate entities, including Pine Investor, LLC, possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company reported herein.

This Form 4 is being filed in connection with the consummation on December 29, 2025 of the exchange contemplated by the Stock Exchange Agreements, dated September 26, 2025, pursuant to which Pine Investor, LLC exchanged 31,928,301 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") previously held by it for: (i) 4,223,621 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), and (ii) 3,286,825 shares of common stock, par value $0.001 per share of comScore, Inc. (the "Company", and such exchange, the "Exchange"). The Exchange reported herein was approved by the Board of Directors of the Company and is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d) thereunder.

Pine Investor, LLC is the record holder of the securities reported herein. Cerberus Capital Management, L.P., either directly or through one or more intermediate entities, including Pine Investor, LLC, possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company reported herein.

Shares of Series B Convertible Preferred Stock are convertible, at the holder's election, at the conversion rate (as defined in the Certificate of Designation of Series B Convertible Preferred Stock), which was initially one-to-one, as adjusted (i) to reflect the 1-for-20 reverse stock split on December 20, 2023 and (ii) by accrued but unpaid dividends. Upon conversion, the holder will receive cash in lieu of fractional shares (if any). Shares of Series B Convertible Preferred Stock have no expiration date.

Pursuant to the closing of the Stock Exchange Agreement, dated as of September 26, 2025, by and between the comScore, Inc. ("Issuer") and Charter Communications Holding Company, LLC ("HoldCo"), in exchange for 31,928,301 shares of Series B Convertible Preferred Stock, the Issuer issued to HoldCo (i) 4,223,621 shares of Series C Preferred Stock and (ii) 3,286,825 shares of Common Stock.

HoldCo is the record holder of the reported shares. Spectrum Management Holding Company, LLC ("Spectrum Management") is the controlling parent company of HoldCo. Charter Communications Holdings, LLC ("Holdings") is the controlling parent company of Spectrum Management. CCH II, LLC ("CCH II") is the controlling parent company of Holdings. Charter Communications, Inc. ("Charter") is the controlling parent company of CCH II.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

On December 29, 2025, pursuant to a Stock Exchange Agreement, dated September 26, 2025, between the Issuer and the Reporting Person, the Reporting Person exchanged the 31,928,301 shares of Series B Convertible Preferred Stock of the Issuer then owned by the Reporting Person for (i) 4,223,621 shares of a new series of convertible preferred stock designated as Series C Convertible Preferred Stock and (ii) 3,286,825 shares of Common Stock.

Subject to certain antidilution adjustments and customary provisions related to partial dividend periods, the Series B Convertible Preferred Stock is convertible at the option of the holders at any time into a number of shares of Common Stock equal to the Conversion Rate (as defined in the Certificate of Designations for the Series B Convertible Preferred Stock), which was originally one-to-one, but was approximately 0.053779 including accrued dividends as of December 29, 2025. As of December 29, 2025, the shares of Series B Convertible Preferred Stock reported herein were convertible into 1,717,072 shares of Common Stock.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This restricted stock unit award was granted on 7/1/2025 pursuant to the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan. This award vested in full on 12/29/2025 upon the reporter's resignation from the Company's Board of Directors in connection with a previously disclosed recapitalization transaction. Vested units will be delivered in shares of common stock as soon as administratively practicable, as set forth in the applicable award notice.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

This Form 4 is being filed in connection with the consummation on December 29, 2025 of the exchange contemplated by the Stock Exchange Agreements, dated September 26, 2025, pursuant to which Pine Investor, LLC exchanged 31,928,301 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") previously held by it for: (i) 4,223,621 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), and (ii) 3,286,825 shares of common stock, par value $0.001 per share of comScore, Inc. (the "Company", and such exchange, the "Exchange"). The Exchange reported herein was approved by the Board of Directors of the Company and is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d) thereunder.

Represents the number of shares of common stock, par value $0.001 per share, of the Company ("Common Stock") issuable upon conversion of the Series B Convertible Preferred Stock immediately prior to the Exchange, based on the then-effective conversion rate.

Pine Investor, LLC is the record holder of the securities reported herein. Cerberus Capital Management, L.P., either directly or through one or more intermediate entities, including Pine Investor, LLC, possesses the sole power to vote and the sole power to direct the disposition of the securities of the Company reported herein.

Pursuant to the closing of the Stock Exchange Agreement, dated as of September 26, 2025, by and between the comScore, Inc. ("Issuer") and Charter Communications Holding Company, LLC ("HoldCo"), in exchange for 31,928,301 shares of Series B Convertible Preferred Stock, the Issuer issued to HoldCo (i) 4,223,621 shares of Series C Preferred Stock and (ii) 3,286,825 shares of Common Stock.

HoldCo is the record holder of the reported shares. Spectrum Management Holding Company, LLC ("Spectrum Management") is the controlling parent company of HoldCo. Charter Communications Holdings, LLC ("Holdings") is the controlling parent company of Spectrum Management. CCH II, LLC ("CCH II") is the controlling parent company of Holdings. Charter Communications, Inc. ("Charter") is the controlling parent company of CCH II.

Each restricted stock unit represents a right to receive one share of Common Stock. The restricted stock unit award reported herein (the "Stock Award") represents a prorated grant of 5,000 restricted stock units issued to Robert Davenport in connection with his service as a member of the Company's board of directors and pursuant to the Company's standard director compensation program. The Stock Award will vest on the earliest of the Company's 2026 annual meeting of stockholders, June 30, 2026 or a change in control of the Company, with vested units to be deferred and delivered in shares of Common Stock upon the earlier of his separation from service or a change in control of the Company. Pursuant to a director fee assignment agreement dated as of December 29, 2025, Mr. Davenport has assigned to Cerberus Capital Management, L.P. all of his rights and interests in the Stock Award and any shares of common stock issuable upon settlement thereof.

Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

On December 29, 2025, pursuant to a Stock Exchange Agreement, dated September 26, 2025, between the Issuer and the Reporting Person, the Reporting Person exchanged the 31,928,301 shares of Series B Convertible Preferred Stock of the Issuer then owned by the Reporting Person for (i) 4,223,621 shares of a new series of convertible preferred stock designated as Series C Convertible Preferred Stock and (ii) 3,286,825 shares of Common Stock.

As of December 29, 2025, the shares of Series C Convertible Preferred Stock reported herein are convertible into 4,223,621 shares of Common Stock. Subject to certain antidilution adjustments, the Series C Convertible Preferred Stock is convertible at the option of the holders at any time into a number of shares of Common Stock equal to the Conversion Rate (as defined in the Certificate of Designations for the Series C Convertible Preferred Stock), which is originally one-to-one. The Series C Convertible Preferred Stock has no expiration date.

On December 29, 2025, pursuant to a Stock Exchange Agreement, dated September 26, 2025, between the Issuer and the Reporting Person, the Reporting Person exchanged the 31,928,301 shares of Series B Convertible Preferred Stock of the Issuer then owned by the Reporting Person for (i) 4,223,621 shares of a new series of convertible preferred stock designated as Series C Convertible Preferred Stock and (ii) 3,286,825 shares of Common Stock.