READING INTERNATIONAL INC

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GENERAL

Reading International, Inc. (“RDI” and collectively with our consolidated subsidiaries and corporate predecessors, our “Company,” “Reading,” “we,” “us,” or “our”) was incorporated in 1999 incident to our reincorporation in the State of Nevada. Our class A non-voting common stock (“Class A Stock”) and class B voting common stock (“Class B Stock”) are listed for trading on the Nasdaq Capital Market (Nasdaq-CM) under the symbols RDI and RDIB, respectively. Our Corporate Headquarters is at 189 Second Avenue, Suite 2S, New York, New York, 10003.

Our corporate website address iswww.ReadingRDI.com. We provide, free of charge on our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the Securities and Exchange Commission (the “SEC”) (www.sec.gov). The contents of our Company website are not incorporated into this report. Our corporate governance charters for our Audit and Conflicts Committee and Compensation and Stock Options Committee are available on our website.

BUSINESS DESCRIPTION

Synergistic Diversification and Branding

We are an internationally diversified company focused on the development, ownership and operation of entertainment and real property assets in three jurisdictions: (i) United States (“U.S.”), (ii) Australia, and (iii) New Zealand. We group our businesses into two operating segments, which are owned and operated through various operating subsidiaries:

Theatrical Motion Picture Exhibition (“Cinema Exhibition”), through as of the date of this 2025 Annual Report, our 58 cinemas.

Real Estate, including real estate development and the rental or licensing of retail, commercial and live theatre assets comprised, as of the date of this 2025 Annual Report, of approximately 9,114,000 square feet of land and approximately 429,000 square feet of net rentable area.

Market and External Impacts on our Cinema Exhibition Business and Our Company’s Responses

We believe that, although the global cinema industry box office was relatively flat for 2025 as compared to 2024, our industry has over the past year demonstrated its resilience and its continuing ability to attract customers looking for an outside the home entertainment experience. The success ofreleases such as A Minecraft Movie, Lilo & Stitch, Superman, Jurassic World: Rebirth, Zootopia 2, Wicked: For Good, Sinners, and Avatar: Fire and Ash, together with what we believe is a strong film slate through the end of 2026, make us optimistic about the future of our cinema business.

While the COVID 19 pandemic is substantially behind us, its lasting effects on both the global economy and the cinema industry remain evident. The pandemic had a profound impact on our Company’s operations and significantly strained our liquidity. Beginning in March 2020, government mandates required the temporary closure of all our cinemas and live theatres across the United States, Australia, and New Zealand, resulting in an immediate interruption of cinema revenues and heightened consumer caution towards public entertainment venues. After the start of the pandemic, we were able to negotiate occupancy relief with our cinema landlords. Unfortunately, the recovery from the pandemic was then interrupted by the screen actors and writers strikes of 2023, which materially impacted the movie release schedule. Also, even though we are a micro-cap public company, the U.S. federal government prohibited public companies from receiving any financial support.

Following the worldwide pandemic and the screen actors and writers strikes, our global cinema operations have faced elevated cost pressures, including legislated increases in labor expenses and higher costs for goods, utilities, and insurance. Our cinemas use a significant amount of electricity and U.S. operations are concentrated in Hawaii and California which have the highest electricity costs in the United States. Labor related changes across have expanded beyond wage rates to include additional leave requirements, revised overtime calculations, and increased compliance and administrative obligations. The Company has partially offset these higher costs through measured adjustments to ticket and food and beverage pricing, while remaining mindful of price sensitivity and demand.

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To address liquidity pressures, the Company undertook a range of actions focused on strengthening its financial position, including monetizing certain of our real estate holdings, working with lenders to extend loan terms and obtain covenant relief, exiting unprofitable cinema locations, negotiating rent abatements and deferrals with landlords, and cutting back anticipated capital expenditures.

We have taken meaningful steps to run our theatres more efficiently while strengthening cinema level profitability, and this progress was evident when we last year achieved record food and beverage spend per guest across our circuit. Alcohol is now available at all of our domestic U.S. locations and at most theatres in Australia and New Zealand. The continued growth of mobile ticketing and mobile concession ordering has made purchasing easier for guests, increased concession sales, and allowed us to operate with leaner staffing levels without diminishing the overall moviegoing experience.

Since 2020, we have wound up our business at eight (8) cinemas. All had negative cash flow during the year of closing. All but one had negative cash flow since the onset of the Pandemic.

Following a slow first quarter of 2025 at the box office, we began to observe improved box office trends in April 2025, supported by releases such as A Minecraft Movie ($961 million) and Sinners ($370 million). Performance remained relatively consistent throughout the year with the release of several higher-grossing titles, including Lilo & Stitch ($1.0 billion), Superman ($618 million), Jurassic World: Rebirth ($869 million), and The Fantastic Four: First Steps ($522 million). And, while the industry delivered certain strong movies in the fourth quarter 2025, such as Wicked: For Good ($526 million), Zootopia 2 ($1.9 billion), and Avatar: Fire and Ash ($1.5 billion), the quarterly result could not match the strength of the film slate delivered in the fourth quarter 2024. Looking ahead, audiences are expected to return for a robust slate of highly anticipated upcoming releases in 2026, including The Super Mario Galaxy Movie, The Devil Wears Prada 2, Toy Story 5, Supergirl, Minions 3, Moana, The Odyssey, Spider Man: Brand New Day, The Cat in the Hat, Avengers: Doomsday, and Dune: Part Three, further supporting the continued recovery and long term strength of the cinema industry.

Development and Operation of our Real Estate Business and Selective Monetization Strategies

Our real estate assets continue to perform, and while we have monetized a number of our fee interests to meet recent economic challenges, we continue to regard our real estate operations as key to the development of long term stockholder value. We have been strategic in our monetization decisions principally selling either non-income producing assets previously held for development or assets which had reached their maximum value, absent the investment of significant additional capital. We have not engaged in fire sale dispositions or turned over any properties to lenders.

Between 2021 and 2025, our real estate monetizations have generated $197.5 million in net cash, which enabled us to reduce debt by $99.9 million, invest $32.4 million in capital improvements, and continue to support operations, retain key employees and stabilize our workforce. In early 2024, as our need for administrative space declined, we sold our administrative building in Culver City, California for $10.0 million, generating approximately $1.3 million in net cash (after paying off our mortgage, brokerage commissions and transactional fees). We are currently reviewing our need for replacement of office space, focusing on leasing opportunities. Looking ahead, we expect additional cash will be required through 2026 as the global film release schedule continues to stabilize following the lasting impacts of the pandemic and the 2023 Hollywood strikes and as deferred rent obligations are to be repaid and debt is to be reduced. In addition to working with existing lenders, we believe certain real estate assets can provide an additional source of liquidity. While the amounts that may be generated from future dispositions cannot be predicted with certainty, management believes that, based on independent valuations and past successful asset sales, sufficient funds can be raised to meet expected liquidity needs.

At our 44 Union Square property in New York, Petco Animal Supplies Stores. Inc (“Petco”) continues to occupy the cellar, ground, and second floors under a long-term lease on a full rent-paying basis, while we actively market the remaining space through our newly appointed leasing agent, Newmark. We are seeing improving demand within the Union Square submarket. Regarding Australia and New Zealand, we completed two significant asset monetization’s during the first half of 2025. On January 31, 2025, we sold our Wellington, New Zealand properties for $21.5 million (NZ$38.0 million) and entered into an ATL for the cinema component of that upgraded Courtenay Central building. On May 21, 2025, we sold our Cannon Park properties in Townsville, Queensland for $20.7 million (AU$32.0 million), while retaining the cinema leasehold. Proceeds from these transactions were used, in part, to pay approximately $32.1 million of debt. In our Australia and New Zealand real estate assets, our third party, non-cinema rental space is approximately 98% leased, with tenants paying full rent.

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OUR COMMERCIAL BRANDS

Set forth below is a brief description of the various brands under which we organize our business operations: We are the sole owner worldwide of the “ANGELIKA” trademark and trade dress for motion picture and entertainment purposes.

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Our strategy has remained to integrate cinema entertainment with real estate in a way that creates long-term value for our stockholders. Historically, the reliable cash flows generated by our cinema operations, prior to the pandemic and the 2023 Hollywood strikes, support a proactive approach to acquiring and holding long-term real estate assets, including land held for future development. Although we believe cinema performance is improving, uncertainty surrounding short term U.S. cinema cash flows has led us to take a more measured approach to investment and activity within both our cinema and real estate operations.

Historically, our real estate portfolio has provided a strong foundation, helping us navigate periods of unexpected disruption while enhancing our financial flexibility by serving as a collateral base to support longer term and relatively stable real estate borrowing. Over the past four years, including the aftermath of the COVID 19 pandemic, the 2023 Hollywood strikes, and rising interest rates, our real estate assets have played a critical role in sustaining key operations and preserving long term value. In the post-pandemic period, we have monetized nine properties, generating $197.5 million net cash used to reduce debt, support operations, pay interest, and meet capital commitments. Looking ahead, we expect that the selective monetization of real estate assets will continue to provide liquidity, to the extent needed, as the cinema industry stabilizes and as we repay deferred rents and further reduce interest bearing debt.

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Our hybrid, multi-country approach is focused on diversification and the development of long-term hard asset value. This approach has supported the business through the COVID-19 pandemic, the 2023 Hollywood strikes, and a period of elevated interest rates, as conditions continue to stabilize.

Our Principal Tangible Assets

As of December 31, 2025, our principal tangible assets included:

interests in 58 cinemas comprising of 469 screens;

our 44 Union Square property in Manhattan. The cellar, ground floor, and second floor of the building are fully leased to Petco, which is in occupancy of its premises on a full rent paying basis;

two Entertainment Themed Centers (“ETCs”) known as Newmarket Village (in a suburb of Brisbane) and The Belmont Common (in a suburb of Perth);

our administrative office building in South Melbourne, Australia;

the fee interests in two commercial properties in Manhattan improved with live theatres comprised of a single stage in each location;

the fee interest in and improvements constituting our Cinemas 1,2,3 located in Manhattan;

an approximately 23.9-acre rail access industrial property in Williamsport, Pennsylvania, which is currently being held for sale;

approximately 201-acres located principally in Pennsylvania from our legacy railroad business, including the Reading Viaduct, comprising over 6.0 acres in downtown Philadelphia; and

cash and cash equivalents, aggregating $10.5 million.

For a breakdown of our real estate assets, please refer to Part I, Item 2 – Properties.

We now present an overview of our business segments.

CINEMA EXHIBITION

Overall

We are committed to delivering exceptional cinematic experiences for our guests, combining hospitality-driven comfort and service with state-of-the-art cinematic presentations. Our offerings include uniquely designed venues, carefully curated film and event programming, and thoughtfully crafted food and beverage selections. As previously mentioned, we operate our global cinema exhibition business under three primary distinguished brands: Reading Cinemas, Consolidated Theatres and Angelika Film Centers.

Shown in the following table are the number of locations and screens in our theater circuit in each country, by state/territory/region, our cinema brands, and our interest in the underlying asset as of December 31, 2025:

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(1)Our Company has a 33.3% unincorporated joint venture interest in a 16-screen cinema located in Mt. Gravatt, Queensland managed by Event Cinemas.

(2)Our Company is a 50% joint venture partner in two New Zealand Rialto cinemas totaling 13 screens. We are responsible for the booking of these cinemas and our joint venture partner, Event Cinemas, manages their day-to-day operations.

Taking into account current cash flow constraints, we remain focused, to the extent practicable, on enhancing our existing cinema facilities, and securing liquor licenses in Australia and New Zealand to offer our customers premium experiences. These include luxury recliner seating, advanced presentation technologies such as superior sound systems, lounges, cafés, bar services, and additional amenities. At December 31, 2025, 202 of our auditoriums are equipped with recliner seating (excluding screens held in joint ventures), while 34 auditoriums feature large-format screens, including TITAN XC, TITAN LUXE, or IMAX. While our circuit did transition to digital projection and sound systems; we retained the capability to showcase films in both 35MM and 70MM formats in select cinemas, catering to the preferences of certain directors and cinephiles.

Although we operate cinemas in three countries, the general nature of our operations and operating strategies do not vary materially from jurisdiction to jurisdiction. In each jurisdiction, our gross receipts are primarily from box office receipts, food and beverage sales, gift card purchases, online ticketing fees, and screen advertising. Our ancillary revenue is created principally from theater rentals (for example, for film festivals and special events), and ancillary programming (such as concerts and sporting events).

Approximately 58% of our 2025 cinema revenue is from total box office receipts. Ticket prices vary by location, with reduced rates available for senior citizens, children and, in certain markets, military personnel and students. In addition, across our U.S. based cinemas, we offer value ticket days, including Half Priced Tuesday and Mahalo Tuesdays (in our Hawaii locations) and, now, in Australia and New Zealand, we offer our rewards members access to Terrific Tuesdays, which is a discounted ticket day.

Showtimes and features are advertised across our websites, various internet platforms, and, in some markets, in select local newspapers. We are continuously expanding our presence through social media, websites, email campaigns, and other online platforms. Additionally, film distributors may promote certain feature films through various print, radio, television, and internet channels, with distributors typically covering these advertising costs.

Food and beverage (F&B) sales accounted for approximately 34% of our total 2025 cinema revenue. While nearly all of our global cinemas are licensed for the sale and on-site consumption of alcoholic beverages, our traditional F&B offerings have predominantly consisted of popcorn, candy, and soda. This is evolving, as more of our theaters are expanding their F&B selections. One of our key strategic priorities is to enhance our existing cinemas with a broader range of F&B options that align with emerging trends and customer preferences. We measure our performance in this area using spend per patron (SPP), comparing it both to our competitors and as an indicator of the effectiveness of our F&B operations. While the profitability of our F&B operations is influenced by various factors, including labor costs and the cost of goods sold, we believe this metric provides valuable insight into our top-line performance.

Screen advertising and other revenue contributed approximately 9% to our total 2025 cinema revenue. Except for certain rights that we have retained to sell screen advertising to local advertisers, we are not in the screen advertising business and nationally recognized screen-advertising companies’ contract with us for the right to show such advertising on our screens.

Management of Cinemas

Apart from three unconsolidated cinemas, our operations are overseen by management teams based in Los Angeles and Manhattan in the United States, Melbourne, Australia, and Wellington, New Zealand. Two of our New Zealand Rialto cinemas are held through a joint venture in which Reading New Zealand owns a 50% interest, with our joint venture partner responsible for day-to-day operations while we provide film booking support. In addition, we hold a passive one third interest in a 16-screen cinema in Brisbane, which is also operated by the same third-party partner.

Licensing and Pricing

Our cinemas license films from a diverse mix of content suppliers that include both large international studios and independent distributors. While the global market for wide release, mainstream films is largely controlled by major studios, distribution structures vary by region. Regarding Australia and New Zealand, certain studio titles may be handled through independent local distributors rather than directly by the studios themselves. In the United States, specialty and alternative content is typically released through studio affiliated specialty labels as well as through established independent distributors focused on curated theatrical releases. Film licensing arrangements are generally structured around revenue sharing, with rental terms tied to a negotiated percentage of box office performance that can differ by title, venue, and market conditions.

Competition

Film availability is determined by distributor allocation decisions that increasingly involve competition between theatrical exhibitors and streaming platforms, which can limit access to certain titles. While our cinemas in Australia and New Zealand generally maintain broad access to available releases, industry dynamics have shifted in recent years, particularly following the COVID-19 pandemic.

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Streaming services have expanded the scale and quality of their content, while some distributors now prioritize streaming and on-demand releases over traditional theatrical windows for some films. At the same time, video content has become a dominant medium across digital channels, serving as a primary method for audience engagement through social media, websites, email campaigns, and other online platforms.

The continued dominance of streaming subscription services such as Netflix, Amazon Prime Video, Disney/Hulu, and Apple continues to create competition for the traditional theatrical experience offered by cinemas. Netflix has increasingly engaged with theatrical exhibition through select cinema releases, including KPop Demon Hunters, Frankenstein, A House of Dynamite, and Stranger Things: The Finale, reflecting a broader effort to participate in the traditional cinema ecosystem. Amazon Prime has contributed to this competitive landscape through streaming exclusive releases such as The Naked Gun and Playdate, while also hosting major Warner Bros. titles including A Minecraft Movie and Sinners following their theatrical runs. Disney/Hulu has also demonstrated the ability to drive viewership through streaming-first releases, including The Toxic Avenger, A Complete Unknown, Twinless, and Predator: Killer of Killers. Apple made the star-studded F1 The Movie available on its platform following its theatrical release and premiered streaming-exclusive films such as Highest 2 Lowest and Fountain of Youth. Meanwhile, Universal Pictures maintained a traditional release strategy in 2025, with all of its films debuting in movie theaters before becoming available on its Peacock platform. YouTube’s Paid Video on Demand program’s vast offerings, including free content, could potentially shift audiences away from mainstream media of the type historically presented by cinemas.

The ability to obtain high performing films may be affected by the level of competition within certain markets and by our relative size and screen count. In North America, a significant portion of theatrical exhibitions are controlled by large exhibitors such as AMC, Regal, and Cinemark, which together account for approximately 50% of available screens and can offer distributors broader access to major markets than we are able to provide. In addition, these exhibitors operate in a number of markets with limited direct competition, which may influence distributor allocation decisions. As a result, distributors may prioritize these larger operators when licensing high demand films. Conditions differ in Australia and New Zealand, where multiplex exhibitors generally have access to films in distribution, although competition remains strong from boutique operators that are able to secure limited engagements for popular commercial titles.

Audience preferences are increasingly shaped by the quality of the cinema experience, including the availability of advanced projection and sound technology, luxury recliner seating, and expanded food and beverage offerings. In recent years, a number of competing cinemas have opened or completed renovations that incorporate these premium features, including alcohol service and seat food delivery, which compete directly with our offerings. Certain competitors also benefit from greater financial capacity, in some cases due to prior restructurings or capital raising activities, enabling them to invest more aggressively in upgrades and enhancements that may place competitive pressure on our cinemas.

Following substantial investments in our cinema portfolio since 2015, we believe our circuit is well-positioned for a strong recovery in the post-COVID-19 and post-Hollywood strike environment. Key metrics, as of the date of this Report, include:

Luxury Recliner Seating:

o 67% of our U.S. screens are equipped with luxury recliner seating.

o 33% of our Australian and New Zealand (AU/NZ) screens feature luxury recliner seating.

Premium Large Format (PLF) Auditoriums:

o 44% of our U.S. theaters feature at least one PLF auditorium (IMAX, TITAN LUXE, or TITAN XC).

o 54% of our AU/NZ theaters feature a PLF auditorium (TITAN XC or TITAN LUXE).

Enhanced Food and Beverage (F&B) Offerings:

o 83% of our U.S. cinemas offer enhanced F&B menus, including alcoholic beverages.

o 59% of our AU/NZ cinemas provide enhanced F&B menus.

o 84% of our global cinemas serve alcoholic beverages.

The film exhibition markets in the United States, Australia, and New Zealand are influenced by a small number of major exhibition companies with significant financial resources, enabling them to compete more aggressively than we can. Based on information in filings with the SEC, as of December 31, 2025, the principal exhibitors in the United States are: AMC (with 7,072 screens in 544 cinemas); Regal (with 5,734 screens in 425 cinemas), owned by Cineworld Group, the U.K.’s largest cinema operator; and Cinemark (with 4,241 screens in 303 cinemas). As of December 31, 2025, we were the 14th largest exhibitor in the United States with 179 screens in 18 cinemas.

The principal exhibitors in Australia are Event Cinemas (a subsidiary of Event Hospitality and Entertainment, Limited) (“Event”), Hoyts Cinemas (“Hoyts”), and Village Cinemas (“Village”). The major exhibitors control approximately 67% of the total cinema box office: Event 28%, Hoyts 28%, and Village 11%. By comparison, our 210 screens (excluding our joint venture theaters) represent approximately 8% of the total box office making Reading the fourth largest exhibitor in Australia as of December 31, 2025.

The principal exhibitors in New Zealand are Event Cinemas with 127 screens and Hoyts with 76 screens, nationally. The major exhibitors in New Zealand control approximately 51% of the total box office: Event 31% and Hoyts 20%. We have 9% of the market

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(Event and Reading market share figures exclude any joint venture theaters) and are the third largest exhibitor in New Zealand, operating 41 screens in 7 cinemas as of December 31, 2025.

In-Home, Streaming and Mobile Device Competition

Rapid advances in home based and mobile entertainment have reshaped how audiences’ access and consume content, with higher quality systems, lower costs, and broad distribution through internet, cable, and satellite platforms. The widespread adoption of streaming services and the growing volume of content developed specifically for at home viewing have increased competition for consumer attention and altered traditional release patterns, placing pressure on studios to compress or bypass conventional theatrical windows.

In response, we continue to differentiate the theatrical experience by investing in areas that cannot be easily replicated at home. These efforts include upgraded seating and amenities, enhanced service standards, reserved online ticketing, improved screen and sound technology, and a broader mix of alternative and event driven programming. Our objective is to reinforce the cinema as a premium, shared experience that delivers compelling value to guests, while remaining disciplined in our capital investments. These market dynamics impact all of our operating regions, and we are actively refining our programming, marketing, and operating models to reflect evolving consumer behavior. Over time, we expect to expand our cinema platform through targeted renovations and selective growth opportunities internationally.

To further strengthen guest engagement, we are also expanding our loyalty and membership ecosystem. In the fourth quarter of 2024, we officially transitioned from the Reel Club to Reading Rewards and Angelika Rewards, our new and improved loyalty program in Australia and New Zealand. This upgrade underscores our dedication to delivering a more flexible and rewarding experience for our valued customers. Customers earn points on every dollar spent on tickets, snacks, and drinks at Reading and Angelika Cinemas. These points can now be redeemed for a wide range of rewards, including free or discounted tickets, concessions items, and more, giving customers greater flexibility and choice. Additionally, members can upgrade to Reading and Angelika Rewards Boost with a fee, unlocking even more perks like discounted movie tickets, bonus points, and food & beverage savings. In December 2025, we transitioned from Cinema Extras in our U.S. Consolidated Theatres to a new free to join Consolidated rewards program and paid subscription premium membership to support our broader strategy to deepen customer relationships and drive repeat visitation. We also have been continuing to phase in free to join Reading reward membership and paid subscription premium membership in our U.S. Reading Cinemas. Our existing Angelika free membership program in the U.S. is continuing to grow and currently has over 182,000 memberships as of the date of this report, up over 22% from December 2024.

Further competitive issues are discussed under Item 1A –Risk Factors.

Seasonality

Film release schedules are commonly aligned with major holiday periods. In prior years, this pattern has contributed to a natural smoothing of revenue, as holiday calendars in the United States generally do not coincide with those in Australia and New Zealand, other than during the Christmas and New Year season. From time to time, distributors have elected to postpone releases in Australia and New Zealand in order to capitalize on local holiday periods that do not exist in the U.S. market. Increasingly, however, this practice has declined as global digital distribution and online access have reduced the relevance of region-specific holiday timing and encouraged more synchronized worldwide release strategies.

REAL ESTATE

Overall

We engage in the real estate business through the ownership and rental or licensing to third parties of retail, commercial and live theatre assets. Up until the COVID-19 pandemic, we were actively acquiring land and developing our properties. However, in recent periods we have monetized most of our undeveloped land, and certain assets which, in our view, had reached a stage where any material increase in value would have required substantial capital investment and risk. As of December 31, 2025, we own the fee interests in both of our live theatres, and in 9 of our cinemas (as presented in the preceding table within the “Cinema Exhibition” section). A full list of our principal tangible assets is set forth above under the caption Principal Tangible Assets. We believe that our real estate business creates long-term value for our stockholders through the continuous improvement and development of our investment and operating properties, including our two ETCs.

Our real estate activities have historically consisted principally of:

the ownership of fee or long-term leasehold interests in properties used in our cinema exhibition activities or which were acquired for the development of cinemas or cinema-based real estate development projects;

the acquisition and holding of fee interests in land for general real estate development;

the licensing to production companies of our live theatres; and

the redevelopment of our existing fee-owned cinema or live theatre sites to their highest and best use.

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All our leasehold interests are cinema operating properties. We use office space at the Village East cinema building for our corporate headquarters and have an office building in Melbourne which is used for office purposes (the ground floor of which is leased to a third-party tenant).

Our properties are described in greater detail below.

Live Theatres – Minetta Lane and Orpheum

Included amongst our real estate holdings are two Off-Broadway style live theatres, operated through our Liberty Theatres subsidiary. We license theatre auditoriums to the producers of Off-Broadway theatrical productions and provide various box office and concessions services. Except in the case of our license at the Minetta Lane, the terms of our licenses are, naturally, principally dependent upon the commercial success of our licensees. While we attempt to choose productions that we anticipate will be successful, we have no control over the productions themselves. At this time, we own the following two single-stage theatres in Manhattan:

the Minetta Lane (399 seats); and

the Orpheum (347 seats).

Liberty Theatres is primarily in the business of licensing theatre space. However, we may from time to time participate as an investor in a play, which can help facilitate the exhibition of the play at one of our theatres and do from time to time rent space on a basis that allows us to share in a production’s revenues or profits. Rental revenues, expenses, and profits are reported as part of the real estate segment of our business.

44 Union Square

At the end of 2019, just before the pandemic, we substantially completed the construction phase of our 44 Union Square redevelopment project, achieving approximately 73,000 square feet of net rentable area (calculated inclusive of anticipated BOMA adjustments) comprised of retail and office space. Leasing in the Pandemic and post-pandemic market has proven challenging, particularly given the abrupt increase in interest rates (over 500 basis points). We have, however, leased the first two floors and most of the cellar to Petco for a flagship, state-of-the-art pet-care facility.

44 Union Square/Tammany Hall, hailed as a dramatic pièce de résistance with its first in the city, over 800-piece, glass dome, brings the future to New York’s fabled past and in the last few years has been awarded the (i) The American Architecture Award for Restoration and Renovation, (ii) the ACEC NY Engineering Excellence Award, and (iii) the Building/Technology Systems Diamond Award. Please refer to Item 7 – Recent Developments.

Cinemas 1,2,3

We own 100% of the Cinemas 123, this property has historically been treated as an asset held for long-term development. However, considering a variety of factors, including recent market conditions in Manhattan for real estate assets (which we believe to have improved materially over the past couple of years), cost of capital and demands on our liquidity. Subsequent to balance sheet date, we have retained Nemark to market the property for sale.

Philadelphia Properties

We continue work to develop and realize the value of our real estate holdings in the City of Philadelphia. Our properties include the 0.7-mile-long Reading Viaduct – a raised railbed with bridges spanning the Callowhill and Poplar neighborhoods of Philadelphia and reaching Vine Street in the City’s Central Business District. The Reading Viaduct comprises over 6.0 acres of land, calculated inclusive of our contiguous properties and bridges arching over various public streets and sidewalks that connect our multiple parcels into one continuous land-holding, unimpaired by public thoroughfares.

Representatives of the City of Philadelphia and the City Center District have expressed interest in acquiring the Reading Viaduct for park purposes as an extension to the existing Rail Park. According to its website, the City Center District is “a private-sector organization dedicated to making Center City Philadelphia clean, safe, and attractive, is committed to maintaining Center City’s competitive edge as a regional employment center, a quality place to live, and a premier regional destination for dining, shopping, and cultural attractions.” For more information, go to www.CenterCityPhila.org.

In December 2023, the City adopted an ordinance enabling the condemnation of the Reading Viaduct, and the transfer of the property to the City Center District for use as a public park. Furthering these initiatives, since railroad property (such as the Reading Viaduct) is exempt from condemnation by state governments so long as such property is subject to the jurisdiction and oversight of the Federal Surface Transportation Board (the “STB”), the City has petitioned the STB for a determination that the Reading Viaduct is no longer

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We continue to believe that the Reading Viaduct offers a substantial long-term opportunity for our Company through a potential sale, lease or joint venture of part or all of the property. Our properties adjoining our Reading Viaduct include various free-standing legal parcels that could be monetized separately and/or apart from the main body of our Reading Viaduct.

Australia

We own and operate two ETCs in Australia. Our revenues from these sites consist of rental income and other ancillary charges from our various tenants.

Newmarket Village and Newmarket Office

Located on 219,228 square feet of land in suburban Brisbane, Newmarket Village is currently comprised of approximately 144,430 square feet of net rentable area, including a Coles Supermarket and 46 other third-party tenants. We added a state-of-the-art eight-screen Reading Cinemas with TITAN LUXE in December 2017. In 2025, we also executed 18 new and renewed leases.

The Belmont Common

Anchored by our 10-screen Reading Cinemas with TITAN XC and six F&B or third-party tenants, The Belmont Common is located in Perth, Australia, and is currently comprised of 103,204 square feet of land and 60,117 square feet of net rentable area.

On January 31, 2025, we sold all of our properties in Wellington, New Zealand (including the Courtenay Central building) to Prime Property Group (“Prime”) for a purchase price of $21.5 million (NZ$38.0 million). We understand that Prime intends to redevelop the property. Prime is currently in the space completing the seismic upgrade works of the existing Courtenay Central building. As a part of that transaction we have entered into an ATL for the cinema component of that upgraded Courtenay Central building.

On May 21, 2025, we sold our Cannon Park ETC in Townsville, Queensland, Australia, which consisted of our Cannon Park City Center and Cannon Park Discount Center properties, comprising approximately 9.4-acres, for a purchase price of $20.7 million (AU$32.0 million). We have retained a long-term lease of the cinema component of that property.

Our real estate holdings are described in further detail in Item 2 – Properties. Recent activities with respect to our real estate developments are described in Item 7 – Recent Developments.

Competition

A summary discussion of our view as to the competitive aspects of the markets where we own real estate properties is as follows:

We have been informed that there has been an increase in demand for office space in the Union Square submarket of Manhattan through the last year. We believe that our remaining space should be attractive to those interested in the Union Square submarket in that our building is not generic in nature, thanks to its architectural and historical significance, boutique size and overall “brandability.” The first two floors and most of the cellar of our 44 Union Square property are fully leased to Petco. We continue to explore a variety of possible office and non-office types of uses for the remainder of the building.

Historically, both countries have relatively stable economies with varying degrees of economic growth that are mostly influenced by global trends. While we have substantially reduced our real estate holdings in Australia and New Zealand (having monetized our Wellington Property assets (New Zealand), Auburn (Australia) and Townsville (Australia)), our principal remaining property (Newmarket Village in Brisbane) has enjoyed consistent growth in rentals and values. This is in part a product of the fact that our tenancies have focused on entertainment services (cinemas, food and beverage) and essentials (such as groceries and pharmacies), which has to some extent insulated us from internet competition. We have lesser exposure to the office market in Australia, as we have only two office properties, an office building (21,582 square feet) at Newmarket Village (which is 98% leased) and an office building (8,428 square feet) in South Melbourne (which is 100% leased) the upper floor of which serves as our corporate headquarters in Australia.

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BUSINESS MIX AND FOREIGN CURRENCY IMPACT

On December 31, 2025, the book value of our assets was $434.9 million, and our consolidated stockholders’ book equity was ($18.1) million. Calculated based on book value, $184.2 million, or 41% of our assets, relate to our cinema exhibition activities and $176.4 million, or 41%, of our assets, relate to our real estate activities.

For additional segment financial information, please see Part II, Item 8 – Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements-- Note 4 –Segment Reporting.

We have diversified our assets among three countries: the United States, Australia, and New Zealand. Based on book value, at December 31, 2025, we had approximately 56% of our assets in the United States, 38% in Australia and 6% in New Zealand

We have worked to maintain a balance between our cinema and real estate assets and our U.S. and our Australian and New Zealand assets. In order to support our liquidity while the global cinema industry stabilizes, in 2025, we have strategically monetized our real estate assets in Wellington, New Zealand for NZ$38.0 million, and our Cannon Park properties in Townsville, Queensland, Australia for AU$32.0 million.

At December 31, 2025, we had cash and cash equivalents of $10.5 million, which are treated as corporate assets. We had total worldwide non-current assets of $413.2 million, distributed as follows: $234.3 million in the United States, $155.9 million (AU$233.7 million) in Australia and $23.0 million (NZ$39.9 million) in New Zealand. We had no unrestricted unused capacity of available corporate credit facilities on December 31, 2025.

For 2025, our gross revenues in the United States, Australia, and New Zealand were $106.4 million (52%), $85.1 million (42%), and $11.6 million (6%), respectively, compared to $106.2 million (50%), $90.5 million (43%), and $13.9 million (7%) for 2024. Our total gross revenues decreased slightly in 2025 primarily because of an overall weaker film slate in 2025 compared to 2024 and the closing of loss-making theaters.

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As shown in the chart set forth in the International Business Risks section, exchange rates for the currencies of these jurisdictions have varied, sometimes materially. These ratios, naturally, have an impact on our revenues and asset values, which are reported in USD. The U.S. dollar has been appreciating compared to the Australian and New Zealand dollar, which has the effect of reducing the value of our Australia and New Zealand earnings and cash flow from a U.S. point of view. Notwithstanding these fluctuations, we continue to believe that, over the long term, operating in Australia and New Zealand is a prudent diversification of risk. Over the years, U.S. News and World Report has consistently ranked Australia and New Zealand among the top countries in the world for quality of life. In our view, the economies of Australia and New Zealand are stable economies, and their lifestyles support our entertainment/lifestyle focus. In the first two months of 2026, the Australia and New Zealand dollars increased in value against the US Dollar by approximately 7% and 4% respectively.

HUMAN CAPITAL RESOURCES

Our Company is committed to diversity and does not discriminate on the basis of sex, race, gender, ethnicity, religious beliefs or practices or any other protected characteristics. We strive to recruit and retain a diverse group of employees.

Our cinemas typically employ persons from the communities that they serve and accordingly, we believe that they reasonably reflect the diversification of such communities. Many of our jobs are entry level positions and offer comparatively flexible hours attractive to students and others seeking part-time employment. We believe that we provide a starting point for younger people entering the job market for the first time, as well as an opportunity for individuals with other life commitments and interests and who are not seeking full-time employment. Finding and retaining cinema staff has been a challenge in the post-COVID period.

As of December 31, 2025, we had approximately (i) 89 executive/administrative and 8 real estate employees who were primarily full-time and (ii) 20 live theatre and 1,908 cinema employees worldwide who were predominantly part-time/casual employees. A small number of our cinema employees in New Zealand are union members. None of our Australian-based employees or other employees are subject to union contracts. We have a collective bargaining agreement in AU (referred to as an Enterprise Agreement) that covers all cinema wage earners. Overall, we are of the view that the existence of these collective bargaining agreements does not materially increase our costs of labor or our ability to compete.

We offer our employees what we believe to be a competitive benefits package. In the U.S., we offer a 401(k)-retirement savings plan (our “401(k) Plan”) that allows eligible U.S. employees to defer a portion of their compensation, within limits prescribed by the Internal Revenue Code, on a pre- and post-tax basis through contributions to the plan. We match contributions made by participants in our 401(k) Plan up to a specified percentage, and these matching contributions are fully vested as of the date on which the contributions are made. Currently, matching has been deferred as allowed by our 401(k)-plan due to COVID-19. For our employees in Australia and New Zealand, we offer superannuation plans in line with the requirements as they pertain to each country. We believe that providing a vehicle for retirement savings through our 401(k) Plan or superannuation plan, and making fully vested matching contributions in the U.S., in accordance with our compensation policies, adds to the overall desirability of our employee compensation package and further incentivizes our employees.

We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) designed to help our Directors and employees resolve ethical issues. We have also adopted an Anti-Discrimination, Anti-Harassment and Anti-Bullying Policy (our “Anti-Discrimination Policy”). Our Code of Conduct and Anti-Discrimination Policy apply to all Directors and employees and are posted on our website. Our Board has established a means for employees to report a violation or suspected violation of the Code of Conduct and/or our anti-discrimination policy anonymously. In addition, we have adopted an “Amended and Restated Whistleblower Policy and Procedures,” which is also posted on our website, and establishes a process by which employees may anonymously disclose to our Principal Compliance Officer alleged fraud or violations of accounting, internal accounting controls or auditing matters. Each of these policies have also been adopted by each of our subsidiaries that has employees in the United States. Similar policies have been adopted by our overseas employer subsidiaries. We are firm supporters of equal rights and diversity.

Our Green Initiatives.

We strive to do our part in the fight against climate change.

We provide recycling bins and eco-friendly popcorn bags and to go containers at all our theaters. And, while our capex and maintenance budgets have been limited during the post-pandemic periods, we have continued our energy enhancements programs, including the installation of (i) LED fixtures/bulbs to lower KWH usage and reduce our energy consumption across all the existing theatres (ii) budgeting and planning to continue modernizing our energy management systems, to efficiently control the current HVAC systems, and (iii) selective replacement HVAC package units, as warranted to improve our carbon footprint.

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In our theaters in Australia and New Zealand, we have fully transitioned to (i) using commercially compostable bamboo takeaway cutlery nationally, (ii) using commercially compostable paper straws, and (iii) using commercially compostable soft drink cold cups, coffee cups, popcorn boxes, takeaway pizza boxes and takeaway clamshell hot food boxes. Our initiative to have our compostable range meet the Australia household compostable standard (AS 5810) has been granted by the Australasian Bioplastics Association. Additional environmental initiatives include (i) the ongoing transition of all lighting from halogen to LED, (ii) a paperless objective, creating editable forms stored securely in the cloud, and (iii) the purchase of laser projectors with significant operational energy savings and the removal of xenon bulb purchasing and disposal needs.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our statements in this annual report, including the documents incorporated herein by reference, contain a variety of forward-looking statements as defined by the Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "may," "will," "expect," "believe," "intend," "future," and "anticipate" and similar references to future periods. Examples of forward-looking statements include, among others, our expectations regarding renovations and addition of cinemas; our beliefs regarding the certain external factors on the cinema business; our expected operating results, ; our expectations regarding the recovery and future of the cinema exhibition industry, including the strength of movies anticipated for release in the future; our expectations regarding people returning to our theatres and continuing to use discretionary funds on entertainment outside of the home; our beliefs regarding the impact of our cinema-anchored real estate developments; our beliefs regarding the success of our diversified business strategy; our expectations regarding our ability to enter into an extension agreement with Audible on terms acceptable to us; our expectations regarding the impact of streaming and mobile video services on the cinema exhibition industry; our expectations regarding the timing of the completions our renovation projects; our expectations regarding our ability to monetize our assets on terms acceptable to us; our expectations regarding credit facility covenant compliance and our ability to continue to obtain necessary covenant waivers; and our expectations of our liquidity and capital requirements and the allocation of funds.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

with respect to our cinema and live theatre operations:

reduced consumer demand due to inflationary and other negative economic pressures;

the adverse continuing impact of external past events such as the pandemic and Hollywood strikes, on our cinema operations, liquidity, cash flows, financial condition, and access to credit markets;

the decrease in attendance at our cinemas and theatres due to (i) increased ticket prices (ii) a change in consumer behavior in favor of alternative forms or mediums of entertainment, and (iii) limited availability of wide release content;

reduction in operating margins (or negative operating margins) due to (i) decreased attendance, (ii) limited availability of wide release content, and (iii) increased operating expenses;

increased absenteeism and use by employees of liberalized and expanded personal leave laws, and concomitant overtime costs.

competition from cinema operators who have successfully used debtor laws to reduce their debt and/or rent exposure;

the uncertainty as to the scope and extent of government responses to future outbreak of infectious diseases;

the disruptions or reductions in the utilization of entertainment, shopping, and hospitality venues, as well as in our operations, due to pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases or to changing consumer tastes and habits;

the number and attractiveness to moviegoers of the films released in future periods, and potential changes in release dates for motion pictures;

the lack of availability of films in the short- or long-term as a result of (i) major film distributors releasing scheduled films on alternative channels, (ii) disruptions of film production, or (iii) rescheduling of movie releases into later periods, as most currently experienced due to the implications of the Hollywood strikes;

the amount of money allocated and spent by film distributors to promote their motion pictures;

the licensing fees and terms required by film distributors from motion picture exhibitors in order to exhibit their films;

the comparative attractiveness of motion pictures as a source of entertainment and willingness and/or ability of consumers (i) to spend their dollars on entertainment and (ii) to spend their entertainment dollars on movies in an outside-the-home environment;

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the extent to which we encounter competition from other cinema exhibitors, from other sources of outside-the-home entertainment, and from inside-the-home entertainment options, such as “home cinemas” and competitive film product distribution technology, such as, streaming, cable, satellite broadcast, video on demand platforms, and Blu-ray/DVD rentals and sales;

our ability to continue to obtain, to the extent needed, waivers or other financial accommodations from our lenders and landlords;

the impact of major movies being released directly to one of the multitudes of streaming services available;

the impact of certain competitors’ subscription or advance pay programs;

the failure of our new initiatives to gain significant customer acceptance and use or to generate meaningful profits;

the cost and impact of improvements to our cinemas, such as improved seating, enhanced F&B offerings, and other improvements;

the ability to negotiate favorable rent abatement, deferral and repayment terms with our landlords (which may include lenders who have foreclosed on the collateral held by our prior landlords);

disruptions during cinema improvements;

in the U.S., the impact of the termination and phase-out of the so called “Paramount Decree;”

the risk of damage and/or disruption of cinema businesses from earthquakes or floods as certain of our operations are in geologically active or flood susceptible areas;

the impact of protests, demonstrations, and civil unrest on, among other things, government policy, consumer willingness to go to the movies;

the ability to fund necessary refurbishments, remodels and upgrades;

the impact of new laws related to internet privacy and/or marketing, and of private litigation to obtain interpretation and/or enforcement of the same;

labor shortages and increased labor costs related to such shortages and to increasing costly labor laws and regulations applicable to part time non-exempt workers; and

with respect to our real estate development and operation activities:

the increased costs of wages, supplies, services and other development expenses from inflation;

the impact on tenants from inflationary pressures;

uncertainty as to governmental responses to infectious diseases;

the rental rates and capitalization rates applicable to the markets in which we operate and the quality of properties that we own;

the ability to negotiate and execute lease agreements with material tenants;

the extent to which we can obtain on a timely basis the various land use approvals and entitlements needed to develop our properties;

the risks and uncertainties associated with real estate development;

the availability and cost of labor and materials;

the ability to obtain all permits to construct improvements;

the ability to finance improvements, including, but not limited to increased cost of borrowing and tightened lender credit policies;

the disruptions to our business from construction and/or renovations;

the possibility of construction delays, work stoppage, and material shortage;

competition for development sites and tenants;

environmental remediation issues;

the extent to which our cinemas can continue to serve as an anchor tenant that will, in turn, be influenced by the same factors as will influence generally the results of our cinema operations;

the increased depreciation and amortization expense as construction projects transition to leased real property;

the ability to negotiate and execute joint venture opportunities and relationships;

the risk of damage and/or disruption of real estate businesses from earthquakes as certain of our operations are in geologically active areas;

the disruptions or reductions in the utilization of entertainment, shopping and hospitality venues, as well as in our operations, due to pandemics, epidemics, widespread health emergencies, or outbreaks of infectious diseases, or to changing consumer tastes and habits; and

the impact of protests, demonstrations, and civil unrest on government policy, consumer willingness to visit shopping centers.

with respect to our operations generally as an international company involved in both the development and operation of cinemas and the development and operation of real estate and previously engaged for many years in the railroad business in the United States:

our ability to renew, extend, renegotiate or replace our loans that mature in 2026 and beyond, and the impact of increasing interest rates;

our ability to grow our Company and provide value to our stockholders;

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our ongoing access to borrowed funds and capital and the interest that must be paid on that debt and the returns that must be paid on such capital, and our ability to borrow funds to help cover the cessation of cash flows that we experienced during or as a result of the COVID-19 pandemic;

our ability to reallocate funds among jurisdictions to meet short-term liquidity needs;

the relative values of the currency used in the countries in which we operate;

changes in government regulation, including by way of example, the costs resulting from the requirements of Sarbanes-Oxley and other increased regulatory requirements;

our labor relations and costs of labor (including future government requirements with respect to minimum wages, shift scheduling, the use of consultants, pension liabilities, disability insurance and health coverage, and vacations and leave);

our exposure from time to time to legal claims and to uninsurable risks, such as those related to our historic railroad operations, including potential environmental claims and health-related claims relating to alleged exposure to asbestos or other substances now or in the future recognized as being possible causes of cancer or other health related problems, and class actions and private attorney general wage and hour and/or safe workplace-based claims;

our exposure to cybersecurity risks, including misappropriation of customer information or other breaches of information security;

the impact of future major outbreaks of contagious diseases;

the availability of employees and/or their ability or willingness to conduct work under any revised work environment protocols;

the increased risks related to employee matters, including increased employment litigation and claims relating to terminations or furloughs caused by cinema and ETC closures;

our ability to generate significant cash flow from operations if our cinemas and/or ETCs continue to experience demand at levels significantly lower than historical levels, which could lead to a substantial increase in indebtedness and negatively impact our ability to comply with the financial covenants, if applicable, in our debt agreements;

our ability to comply with credit facility covenants and our ability to obtain necessary covenant waivers and necessary credit facility amendments;

changes in future effective tax rates and the results of currently ongoing and future potential audits by taxing authorities having jurisdiction over our various companies;

inflationary pressures on labor and supplies, and supply chain disruptions;

impacts from the proposed tariffs;

changes in applicable accounting policies and practices; and

political, economic and geopolitical conditions, including the current war conditions in the Middle East, Ukraine and other areas, which may result in disruptions to supply chains, increased energy costs and the postponement of anticipated rate reductions..

The above list is not necessarily exhaustive, as business is by definition unpredictable and risky, and subject to influence by numerous factors outside of our control, such as changes in government regulation or policy, competition, interest rates, supply, technological innovation, changes in consumer taste and fancy, weather, earthquakes, pandemics, and the extent to which consumers in our markets have the economic wherewithal to spend money on beyond-the-home entertainment. Refer to Item 1A - Risk Factors, as well as the risk factors set forth in any other filings made under the Securities Act of 1934, as amended, including any of our Quarterly Reports on Form 10-Q, for more information.

Given the variety and unpredictability of the factors that will ultimately influence our businesses and our results of operation, no guarantees can be given that any of our forward-looking statements will ultimately prove to be correct. Actual results will undoubtedly vary and there is no guarantee as to how our securities will perform either when considered in isolation or when compared to other securities or investment opportunities.

Forward-looking statements made by us in this annual report are based only on information currently available to us and are current only as of the date of this 2025 Annual Report. We undertake no obligation to publicly update or to revise any of our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. Accordingly, you should always note the date to which our forward-looking statements speak.

Additionally, certain of the presentations included in this annual report may contain “non-GAAP financial measures.” In such case, a reconciliation of this information to our GAAP financial statements will be made available in connection with such statements.

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