CINEMARK USA INC /TX

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

POWER OF ATTORNEY

Each person whose signature appears below hereby severally constitutes and appoints Sean Gamble and Melissa Thomas their true and lawful attorney-in-fact and agent, each with the power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with accompanying exhibits and other related documents, with the Securities and Exchange Commission, and ratify and confirm all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue of said appointment.

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the dates indicated.

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO

SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED

SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual report or proxy material has been sent to our stockholders. An annual report and proxy material may be sent to our stockholders subsequent to the filing of this Form 10-K. We shall furnish to the SEC copies of any annual report or proxy material that is sent to our stockholders.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Cinemark Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cinemark Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and Schedule I listed in the Index at Item 15(c), (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment of Long-Lived Assets - Refer to Notes 1 and 10 to the consolidated financial statements

The impairment evaluation of long-lived assets is an assessment that begins with the Company’s monitoring of indicators of impairment on an individual theater basis, which the Company believes is the lowest level for which there are identifiable cash flows. The Company reviews the long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. When performing a quantitative impairment assessment, the Company estimates undiscounted cash flows at the theater level through the remainder of the theater’s estimated useful life. If the estimated undiscounted cash flows are not sufficient to recover a long-lived asset’s carrying value, the Company then compares the carrying value of the asset group (the theater) with its estimated fair value. The Company applies significant judgment in estimating the fair value of theaters, based on most recent theater-level cash flows, projected theater-level cash flows, current industry trading multiples, and other business assumptions such as the likelihood of exercising lease renewal options at specific theaters. When the estimated fair value is determined to be lower than the carrying value of the asset group, the asset group is written down to its estimated fair value.

We identified the valuation assertion related to the impairment assessment of the Company’s domestic theater long‑lived assets as a critical audit matter because the evaluation involves multiple inputs, significant management judgment in estimating undiscounted future cash flows, evaluating market multiple assumptions, and assessing the likelihood of exercising lease renewal options. In addition, the analysis relies on a number of theater‑level data inputs, which increase the risk that incomplete or inaccurate inputs could affect the impairment conclusion. As a result, addressing this matter required a high degree of auditor judgment and an increased extent of effort to evaluate management’s key assumptions and the completeness and accuracy of the underlying data.

Our audit procedures related to management’s undiscounted cash flow analysis included the following, among others:

•

Obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over the Company’s domestic long-lived asset impairment assessment, including controls over the preparation and review of the theater-level cash flow analyses and key assumptions.

•

Tested the significant inputs used in the analysis by tracing to underlying source records (including theater-level historical results, asset values, and lease terms) and the mathematical accuracy of the analysis. We further assessed the inputs for consistency with other evidence.

•

Evaluated management’s estimated undiscounted theater-level cash flows used in the Company’s impairment analysis by:

•

Comparing prior-period cash flow forecasts to subsequent actual results to assess forecast reliability.

•

Comparing historical theater-level performance to forecasted cash flows, considering assumptions such as expected film slate, projected box office performance, and market share.

•

Evaluating management’s assumptions about the likelihood of exercising lease renewal options and market trading multiples by performing sensitivity analyses to assess the effect of changes on the impairment conclusions.

•

Considering external information such as industry outlook reports and relevant analyst commentary to assess the reasonableness of key assumptions used in the analysis.

Loss on Warrants (presentation and valuation assertions) - Refer to Notes 5 and 12 to the consolidated financial statements

On August 15, 2025, Holdings entered into irrevocable warrant unwind and termination agreements with each of the warrant counterparties to settle the warrant transactions the Company had previously entered into in connection with the issuance of the 4.50% Convertible Senior Notes. Pursuant to the Warrant Early Termination Agreements, the Company delivered cash and shares to each counterparty, the amount of which was determined based upon the volume-weighted average price per share of the Company’s common stock during the observation period from August 18, 2025 through November 3, 2025.

We identified the valuation of and the accounting for the warrant modifications as a critical audit matter. The principal considerations for that determination included (1) the complexity and effort required to audit the valuation of the modified warrant agreements, including the volatility assumption used in the respective models, and (2) the application of the appropriate accounting guidance for the warrant agreement modifications. This required a higher degree of auditor judgment and an increased extent of effort, including the need to involve valuation and subject matter specialists, when performing audit procedures to evaluate the reasonableness of accounting for and valuation of the warrant modifications.

Our audit procedures related to the warrant modifications were as follows:

•

Obtained an understanding of management's process for identifying and evaluating the critical terms of the warrant agreements in determining the valuation methods and assumptions.

•

With the assistance of subject matter specialists, evaluated the appropriateness of the accounting treatment for the modified warrant agreements, including assessing management's conclusions and the application of relevant accounting standards.

•

Obtained an understanding of the design and operating effectiveness of the Company's controls over the valuation and accounting for the warrant settlements, including controls over management's review of the valuation models and the significant assumptions used in determining the valuation.

•

With the assistance of our valuation specialists, we performed the following:

•

Evaluated the appropriateness of the valuation models utilized;

•

Assessed whether the modeling techniques and assumptions, specifically volatility, are consistent with those that would be used by market participants through the testing of source information, and whether these assumptions are consistent with external market data and industry data; and

•

Independently recalculated the modified warrant valuations to evaluate the reasonableness of management’s calculations.

/s/Deloitte & Touche LLP

Dallas, Texas

February 18, 2026

We have served as the Company's auditor since 1988.

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Cinemark USA, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cinemark USA, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and Schedule I listed in the Index at Item 15(c), (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of Long-Lived Assets - Refer to Notes 1 and 10 to the consolidated financial statements

The impairment evaluation of long-lived assets is an assessment that begins with the Company’s monitoring of indicators of impairment on an individual theater basis, which the Company believes is the lowest level for which there are identifiable cash flows. The Company reviews the long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. When performing a quantitative impairment assessment, the Company estimates undiscounted cash flows at the theater level through the remainder of the theater’s estimated useful life. If the estimated undiscounted cash flows are not sufficient to recover a long-lived asset’s carrying value, the Company then compares the carrying value of the asset group (the theater) with its estimated fair value. The Company applies significant judgment in estimating the fair value of theaters, based on most recent theater-level cash flows, projected theater-level cash flows, current industry trading multiples, and other business assumptions such as the likelihood of exercising lease renewal options at specific theaters. When the estimated fair value is determined to be lower than the carrying value of the asset group, the asset group is written down to its estimated fair value.

We identified the valuation assertion related to the impairment assessment of the Company’s domestic theater long‑lived assets as a critical audit matter because the evaluation involves multiple inputs, significant management judgment in estimating undiscounted future cash flows, evaluating market multiple assumptions, and assessing the likelihood of exercising lease renewal options. In addition, the analysis relies on a number of theater‑level data inputs, which increase the risk that incomplete or inaccurate inputs could affect the impairment conclusion. As a result, addressing this matter required a high degree of auditor judgment and an increased extent of effort to evaluate management’s key assumptions and the completeness and accuracy of the underlying data.

Our audit procedures related to management’s undiscounted cash flow analysis included the following, among others:

•

Obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over the Company’s domestic long-lived asset impairment assessment, including controls over the preparation and review of the theater-level cash flow analyses and key assumptions.

•

Tested the significant inputs used in the analysis by tracing to underlying source records (including theater-level historical results, asset values, and lease terms) and the mathematical accuracy of the analysis. We further assessed the inputs for consistency with other evidence.

•

Evaluated management’s estimated undiscounted theater-level cash flows used in the Company’s impairment analysis by:

•

Comparing prior-period cash flow forecasts to subsequent actual results to assess forecast reliability.

•

Comparing historical theater-level performance to forecasted cash flows, considering assumptions such as expected film slate, projected box office performance, and market share.

•

Evaluating management’s assumptions about the likelihood of exercising lease renewal options and market trading multiples by performing sensitivity analyses to assess the effect of changes on the impairment conclusions.

•

Considering external information such as industry outlook reports and relevant analyst commentary to assess the reasonableness of key assumptions used in the analysis.

/s/Deloitte & Touche LLP

Dallas, Texas

February 18, 2026

We have served as the Company's auditor since 1988.

PART IV - FINANCIAL INFORMATION

Item 15. Financial Statements