National CineMedia, Inc.
For the period ended Jan 1, 2026. Filed Feb 26, 2026.
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FY2026 · Filed Feb 26, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
(a) (1) and (a) (2) Financial statements and financial statement schedules
Refer to Index to Financial Statements on page 49.
(b) Exhibits
Refer to Exhibit Index, beginning on page 93.
(c) Financial Statement Schedules
Financial Statement Schedules not included herein have been omitted because they are either not required, not applicable, or the information is otherwise included herein.
INDEX TO EXHIBITS
| Incorporation by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit | Ref. | Description | Form | SEC File No. | Exhibit | Filing Date |
| 3.1 | The Bylaws, as amended March 17, 2025. | 10-Q | 001-33296 | 3.1 | 5/6/2025 | |
| 3.2 | Second Amended and Restated Certificate of Incorporation as amended. | 10-Q | 001-33296 | 3.1 | 11/7/2023 | |
| 3.3 | Certificate of Designation Series B Preferred Stock, dated August 7, 2023. | 8-K | 001-33296 | 3.1 | 8/7/2023 | |
| 4.1 | * | Description of the Registrant’s Securities | ||||
| 10.1 | National CineMedia, LLC Third Amended and Restated Limited Liability Company Operating Agreement dated as of February 13, 2007, by and among American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc., as amended through March 18, 2024. | 10-K | 001-33296 | 10.1 | 3/6/2025 | |
| 10.2 | ▲ | Amended and Restated Exhibitor Services Agreement dated as of December 26, 2013, by and between National CineMedia, LLC and American Multi-Cinema, Inc. | 10-K | 001-33296 | 10.2.4 | 2/21/2014 |
| 10.2.1 | First Amendment to Amended and Restated Exhibitor Services Agreement dated as of March 9, 2017, by and between National CineMedia, LLC and American Multi-Cinema, Inc. | 8-K | 001-33296 | 10.1 | 3/15/2017 | |
| 10.2.2 | ▲ | Second Amended and Restated Exhibitor Services Agreement, dated April 17, 2025, between National CineMedia, LLC, American Multi-Cinema, Inc., Muvico, LLC, and the other parties thereto | 10-Q | 001-33296 | 10.1 | 10/30/2025 |
| 10.2.3 | ▲ | Joint Venture Termination and Settlement Agreement, dated April 17, 2025, between American Multi-Cinema, Inc., National CineMedia, LLC, and National CineMedia, Inc. | 10-Q | 001-33296 | 10.2 | 5/6/2025 |
| 10.3 | ▲ | Amended and Restated Exhibitor Services Agreement dated as of December 26, 2013, by and between National CineMedia, LLC and Cinemark USA, Inc. | 10-K | 001-33296 | 10.3.4 | 2/21/2014 |
| 10.3.1 | ▲ | First Amendment to Amended and Restated Exhibitor Services Agreement dated as of September 17, 2019, by and between National CineMedia, LLC and Cinemark USA, Inc. | 8-K | 001-33296 | 10.1 | 9/17/2019 |
| 10.3.2 | Second Amendment to Amended and Restated Exhibitor Services Agreement dated as of July 29, 2022, by and between National CineMedia, LLC and Cinemark USA, Inc. | 10-Q | 001-33296 | 10.4 | 8/8/2022 | |
| 10.4 | ▲ | Common Unit Adjustment Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., National CineMedia, LLC, Regal CineMedia Holdings, LLC, American | 8-K | 001-33296 | 10.6 | 2/16/2007 |
| Incorporation by Reference | |||||
|---|---|---|---|---|---|
| Exhibit · Ref. · Description · Form · SEC File No. · Exhibit · Filing Date | |||||
| Multi-Cinema, Inc., Cinemark Media, Inc., Regal Cinemas, Inc. and Cinemark USA, Inc. | |||||
| 10.5 | Tax Receivable Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., National CineMedia, LLC, Regal CineMedia Holdings, LLC, Cinemark Media, Inc., Regal Cinemas, Inc., American Multi-Cinema, Inc. and Cinemark USA, Inc. | 8-K | 001-33296 | 10.7 | 2/16/2007 |
| 10.5.1 | Second Amendment to Tax Receivable Agreement effective as of April 29, 2008, by and by and among NCM, Inc. and National CineMedia, LLC and the Founding Members and the ESA Parties, amending the Tax Receivable Agreement dated as of February 13, 2007 and as first amended by the First Amendment to the Tax Receivable Agreement effective as of August 7, 2007. | 8-K | 001-33296 | 10.1 | 5/5/2008 |
| 10.6 | Second Amended and Restated Software License Agreement dated as of February 13, 2007, by and among American Multi-Cinema, Inc., Regal CineMedia Corporation, Cinemark USA, Inc., Digital Cinema Implementation Partners, LLC and National CineMedia, LLC. | 8-K | 001-33296 | 10.9 | 2/16/2007 |
| 10.7 | Director Designation Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., American Multi-Cinema, Inc., Cinemark Media, Inc. and Regal CineMedia Holdings, LLC. | 8-K | 001-33296 | 10.10 | 2/16/2007 |
| 10.8 | Registration Rights Agreement dated as of February 13, 2007, by and among National CineMedia, Inc., American Multi-Cinema, Inc., Regal CineMedia Holdings, LLC and Cinemark Media, Inc. | 8-K | 001-33296 | 10.11 | 2/16/2007 |
| 10.9 | Management Services Agreement dated as of February 13, 2007, by and among National CineMedia, Inc. and National CineMedia, LLC. | 8-K | 001-33296 | 10.12 | 2/16/2007 |
| 10.10 | Director Designation Agreement, dated as of August 7, 2023, among National CineMedia, Inc., the Consenting Creditor Designation Committee, and Blantyre Capital Limited. | 8-K | 001-33296 | 10.3 | 8/7/2023 |
| 10.11 | Loan and Security Agreement, dated as of January 24, 2025, by and among National CineMedia, LLC, as Borrower, the other credit parties party thereto from time to time, and U.S. Bank National Association, as Bank | 8-K | 001-33296 | 10.1 | 1/27/2025 |
| 10.11.1 | Amendment No. 1 to Loan and Security Agreement, dated as of March 10, 2025, by and between National CineMedia, LLC, as Borrower, and U.S. Bank National Association, as Bank | 10-Q | 001-33296 | 10.2 | 5/6/2025 |
| Incorporation by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit | Ref. | Description | Form | SEC File No. | Exhibit | Filing Date |
| 10.12 | Joint Venture Termination and Settlement Agreement, dated June 3, 2023. | 10-Q | 001-33296 | 10.6 | 8/1/2023 | |
| 10.13 | ▲ | Network Affiliate Transaction Agreement by and between National CineMedia, LLC and Regal Cinemas, Inc, dated June 3, 2023. | 10-Q | 001-33296 | 10.5 | 8/1/2023 |
| 10.14 | Second Amended and Restated Employment Agreement, dated December 22, 2025, by and between National CineMedia, Inc. and Thomas F. Lesinski+ | 8-K | 001-33296 | 10.1 | 12/23/2025 | |
| 10.15 | Employment Agreement dated September 5, 2024 between National CineMedia, Inc. and Ronnie Y. Ng.+ | 10-Q | 001-33296 | 10.1 | 11/5/2024 | |
| 10.16 | Amended and Restated Employment Agreement, dated December 22, 2025, by and between National CineMedia, Inc. and Maria Woods+ | 8-K | 001-33296 | 10.2 | 12/23/2025 | |
| 10.17 | Form of Indemnification Agreement.+ | 8-K | 001-33296 | 10.1 | 2/13/2007 | |
| 10.18 | Form of Indemnification Agreement (August 2018).+ | 10-Q | 001-33296 | 10.3 | 8/7/2018 | |
| 10.19 | National CineMedia, Inc. 2016 Equity Incentive Plan.+ | S-8 | 001-33296 | 4.1 | 4/29/2016 | |
| 10.20 | National CineMedia, Inc. 2020 Omnibus Incentive Plan.+ | 8-K | 001-33296 | 10.2 | 5/1/2020 | |
| 10.21 | First Amendment to the National CineMedia, Inc. 2020 Omnibus Incentive Plan effective as of May 4, 2022.+ | 8-K | 001-33296 | 10.1 | 5/9/2022 | |
| 10.22 | Second Amendment to the National CineMedia, Inc. 2020 Omnibus Incentive Plan effective as of November 2, 2023.+ | 8-K | 001-33296 | 10.1 | 11/7/2023 | |
| 10.23 | Form of 2019 Stock Option Agreement.+ | 10-Q | 001-33296 | 10.4 | 11/4/2019 | |
| 10.23.1 | Form of 2020 Stock Option Agreement.+ | 10-Q | 001-33296 | 10.5 | 8/3/2020 | |
| 10.24 | Form of Restricted Stock Unit Agreement under the National CineMedia, Inc. 2020 Omnibus Incentive Plan - Director.+ | 10-Q | 001-33296 | 10.7 | 8/3/2020 | |
| 10.24.1 | Form of Restricted Stock Unit Agreement (Time Based) - Emergence Grants.+ | 8-K | 001-33296 | 10.1 | 2/2/2024 | |
| 10.24.2 | Form of Restricted Stock Unit Agreement (Performance Based) - Emergence Grants.+ | 8-K | 001-33296 | 10.2 | 2/2/2024 | |
| 10.24.3 | * | Form of Restricted Stock Unit Agreement (Time Based).+ | ||||
| 10.24.4 | * | Form of Restricted Stock Unit Agreement (Performance Based).+ | ||||
| 19.1 | * | Insider Trading Policy | ||||
| 21.1 | * | List of Subsidiaries. | ||||
| 23.1 | * | Consent of Deloitte & Touche LLP. | ||||
| Incorporation by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit | Ref. | Description | Form | SEC File No. | Exhibit | Filing Date |
| 23.2 · * · Consent of Grant Thornton LLP. | ||||||
| 24.1 · * · Powers of Attorney of National CineMedia, Inc. | ||||||
| 31.1 · * · Rule 13a-14(a) Certification of Chief Executive Officer. | ||||||
| 31.2 · * · Rule 13a-14(a) Certification of Chief Financial Officer. | ||||||
| 32.1 · ** · Certification of Chief Executive Officer and Pursuant to 18 U.S.C. Section 1350. | ||||||
| 32.2 · ** · Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. | ||||||
| 97.1 | Incentive Compensation Recoupment Policy | 10-K | 001-33296 | 97.1 | 3/18/2024 | |
| 101.SCH | * | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. | ||||
| 104 | * | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
- Filed herewith.
** Furnished herewith.
- Management contract.
▲ Portions of this exhibit have been omitted in compliance with Item 601 of Regulation S-K
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.