READING INTERNATIONAL INC

UNITED STATES

‎SECURITIES AND EXCHANGE COMMISSION

‎Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant☑

Filed by a party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

‎6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Sec. 240.14a-12

‎(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☑ No fee required

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction applies: __________

(2) Aggregate number of securities to which transaction applies: __________

(3) Per unit price or other underlying value of transaction computed pursuant to

‎Exchange Act Rule 0-11 (set forth the amount on which the filing fee is

‎calculated and state how it was determined): __________

(4) Proposed maximum aggregate value of transaction: __________

(5) Total fee paid: __________

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)

‎and identify the filing for which the offsetting fee was paid previously. Identify

‎the previous filing by registration statement number, or the Form or Schedule and

‎the date of its filing.

(1) Amount Previously Paid: __________

(2) Form, Schedule or Registration Statement No.: __________

(3) Filing Party: __________

(4) Date Filed: __________

‎

‎189 Second Avenue, Suite 2S

‎New York, New York 10003

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

‎TO BE HELD by live interactive webcast ON thursday, DECEMBER 4, 2025

TO OUR CLASS B STOCKHOLDERS:

I would like to invite you to participate in our 2025 Annual Meeting of Stockholders (our “2025 Annual Meeting”) of Reading International, Inc., a Nevada corporation, to be held in a virtual format via live streaming webcast, on Thursday, December 4, 2025, commencing at 2:00 p.m., Eastern Time. We have held our last five annual meetings virtually, initially responding to the impacts of the COVID pandemic. These virtual meetings have been well received and have proven to be both more convenient and less costly than in-person meetings. Accordingly, we will continue to use this virtual format for our upcoming 2025 Annual Meeting. Consequently, there is no physical site for our meeting this year and you are invited to participate in the meeting over the Internet from your home, office or other remote location of your choosing.

Just as we have had a check-in process for our physical meetings to preserve the integrity of our meeting and our voting process and, consistent with our prior virtual meetings, we have established a registration process for this virtual meeting. The Company’s stock transfer agent, Computershare, Inc. (“Computershare”), is hosting our 2025 Annual Meeting and will pre-register all stockholders that held shares of Class B Voting Common Stock (“Class B Stock”) with Computershare on October 14, 2025. Any Class B stockholder that did not hold shares of Class B Stock at Computershare on October 14, 2025 will need to register with us in advancein order to participate in our 2025 Annual Meeting, by the registration deadline of 5:00 p.m., Eastern Time, on Monday, December 1, 2025 (“Registration Deadline”). See instructions under section – How Do I Register to Participate in our 2025 Annual Meeting. Even if you have participated in our virtual annual meetings before, we urge you not to wait until the last moment to register in case you encounter any difficulties with the registration process. This process is explained in greater detail in the accompanying Proxy Statement.

Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you to access our meeting live on the Internet and permit you to vote and to communicate with our meeting using your control number and link found in your access email. Please note that, as in prior years, we are still soliciting your proxy and that, whether or not you choose to participate in our 2025 Annual Meeting, you may still vote by proxy in the same manner that you have in prior years. However, you can now also vote live on the Internet using your control number through the meeting website if you are the record holder of shares of Class B Stock or, if you are the beneficial owner of such shares, have received a valid proxy from the record holder of such shares.

The purpose of our 2025 Annual Meeting is for our Class B stockholders to consider and vote upon the following matters:

1. To elect five (5) Directors to serve until our Company’s 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

2. To ratify the appointment of Grant Thornton, LLP retained by our Company’s Audit and Conflicts Committee, as our Company’s Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2025;

3. To approve, on a non-binding, advisory basis, the executive compensation of our named executive officers; and

4. To transact such other business as may properly come before our 2025 Annual Meeting and any adjournment or postponement thereof.

While all of our stockholders are invited to attend, only holders of record of our Class B Stock at the close of business on Tuesday, October 14, 2025, are entitled to communicate, participate in and vote at our 2025 Annual Meeting or any adjournment or postponement thereof.

It is important that any Class B Stock you may own be represented and voted, regardless of the size of your holdings. Accordingly, whether or not you plan to participate in our 2025 Annual Meeting, we encourage you to take the time to register to participate in our 2025 Annual Meeting and to make use of the proxy voting options discussed in the Proxy Statement accompanying this Notice with respect to any Class B Stock you may own.

If you are the record holder of Class B Stock, the materials accompanying this Notice will include a proxy card. You are encouraged to vote such shares by following the Internet or telephone voting instructions provided on the enclosed proxy card or by completing and mailing the proxy card as promptly as possible, whether or not you intend to participate in our 2025 Annual Meeting. Your proxy is revocable at any time before it is voted at our 2025 Annual Meeting and will not affect your right to vote electronically at our 2025 Annual Meeting during the time the polls are open, if you register and log-in to participate in our 2025 Annual Meeting.

If you are the beneficial owner of Class B Stock, but not the record holder of such Class B Stock, you should receive from the record holder of such Class B Stock a voting instruction form (a “VIF”). You may vote by following the instructions on that VIF without participating in our 2025 Annual Meeting. However, if you want to participate in and vote at our 2025 Annual Meeting, you will need to obtain a valid proxy from the record holder of such shares. The procedures involved are described in the accompanying Proxy Statement. If you obtain a valid proxy, register to participate in our 2025 Annual Meeting, and successfully log into the meeting, then your vote through your VIF will not affect your right to vote electronically at our 2025 Annual Meeting during the time the polls are open. If you are a record holder or a beneficial owner of Class A Stock only, see instructions under section – How Do I Attend our 2025 Annual Meeting if I Only Hold Class A Non-Voting Stock.

Thank you for your continued and ongoing support of our Company. Please register to participate in our 2025 Annual Meeting.

By Order of the Board of Directors,

Margaret Cotter

‎Chair of the Board

This Proxy Statement, a form of proxy and the Annual Report are first being distributed or otherwise furnished to stockholders on or about October 24, 2025.

Table of contents

i

ii

‎189 Second Avenue, Suite 2S, New York, New York 10003

PROXY STATEMENT

2025 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

‎2:00 P.M., EASTERN TIME: THURSDAY, DECEMBER 4, 2025

Registration Deadline to Participate in our 2025 Annual Meeting

‎5:00 p.m., Eastern Time: Monday, December 1, 2025

INTRODUCTION

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors (our “Board”) of Reading International, Inc. (our “Company,” “Reading,” “we,” “us,” or “our”) of proxies for use at our 2025 Annual Meeting to be held in a virtual format via the Internet on Thursday, December 4, 2025 , commencing at 2:00 p.m., Eastern Time, or at any adjournment or postponement thereof.

As of October 14, 2025, the record date for our 2025 Annual Meeting (the “Record Date”), there were 1,680,590 shares of our Class B Voting Common Stock (“Class B Stock”) outstanding, held by 190 stockholders of record.

When proxies are properly executed and received, the shares represented thereby will be voted at our 2025 Annual Meeting in accordance with the directions noted thereon.

Our Proxy Statement and Annual Report are both available free of charge athttps://investor.readingrdi.com/financial-information/annual-reports and atwww.envisionreports.com/RDI.

Our 2025 Annual Meeting will be hosted onwww.meetnow.global/MCANXVA (“Annual Meeting Website”).