CINEMARK USA INC /TX

Previous wording

The success of the theatrical exhibition industry is contingent upon several key factors, including the volume of new film content available, which is continuing to recover from the effects of the COVID-19 pandemic and most recently the writers’ and actors’ guilds strikes (the “Hollywood strikes”), as well as the box office performance of new film content released, the duration of the exclusive theatrical release window, and evolving consumer behavior with competition from other forms of in-and-out-of-home entertainment.

Current wording

The success of the theatrical exhibition industry is primarily driven by the box office performance of newly released film content. Box office performance is influenced by several key factors, including the quality and quantity of films released, the scale and effectiveness of studio-led marketing support, the duration of the exclusive theatrical release window, and evolving consumer behavior amid competition from other in- and out-of-home entertainment options.

Previous wording

We generate revenue primarily from filmed entertainment box office receipts and concession sales, with additional revenue from screen advertising, screen rental and other revenue streams, such as transactional fees, studio trailer placements, meeting rentals, electronic video games and other games located in some of our facilities. Filmed entertainment box office receipts include traditional content from studios as well as alternative entertainment, such as foreign and faith-based films, concert events and other special events in our theaters. NCM provides our domestic theaters with various forms of in-theater advertising. Our Flix Media subsidiaries provide screen advertising and alternative content for our international circuit and for other international exhibitors.

Current wording

We generate revenue primarily from filmed entertainment box office receipts and concession sales, with additional revenue from screen advertising, screen rental and other revenue streams, such as transactional fees, studio trailer placements, promotional income, meeting rentals, and games located in some of our facilities. Filmed entertainment box office receipts include traditional content from studios as well as alternative entertainment, such as foreign and faith-based films, concert events and other special events in our theaters. NCM provides our domestic theaters with various forms of in-theater advertising. Our Flix Media subsidiaries provide screen advertising and alternative content for our international circuit and for other international exhibitors.

Previous wording

Concession supplies expense is variable in nature and fluctuates with our concession revenue and also product mix. Inflationary pressures and tariffs continue to impact product costs in the near term and may impact product costs going forward. We source products from a variety of partners around the world to minimize supply chain interruptions and manage costs, wherever possible.

Current wording

Concession supplies expense is variable in nature and fluctuates with our concession revenue and product mix. Inflationary pressures and tariffs continue to impact product costs in the near term and may impact product costs going forward. We source products from a variety of global partners to minimize supply chain interruptions and manage costs, wherever possible.

Previous wording

The following table sets forth, for the periods indicated, the amounts for certain items reflected in the operating income of Holdings along with each of those items as a percentage of revenue.

Current wording

The following table sets forth, for the periods indicated, the amounts for certain items reflected in the operating income (loss) of Holdings along with each of those items as a percentage of revenue.

Previous wording

The only difference between components of operating income for Holdings, as presented above, and those of CUSA is incremental general and administrative expense recognized by Holdings. The following table sets forth, for the periods indicated, the amounts for general and administrative expense, total cost of operations and operating income of CUSA:

Current wording

The only difference between components of operating income (loss) for Holdings, as presented above, and those of CUSA is incremental general and administrative expense recognized by Holdings. The following table sets forth, for the periods indicated, the amounts for general and administrative expense, total cost of operations and operating income (loss) of CUSA:

Previous wording

Nine months ended September 30, 2025 (the “2025 period”) versus the nine months ended September 30, 2024 (the “2024 period”)

Current wording

Three months ended March 31, 2026 (the “2026 period”) versus the three months ended March 31, 2025 (the “2025 period”)

Previous wording

U.S. Attendance increased to 90.7 million patrons during the 2025 period compared with 90.3 million patrons during the 2024 period primarily driven by a film slate with a comparable level of consumer appeal year-over-year. Average ticket price increased 4.6% to $10.36 during the 2025 period compared with $9.90 during the 2024 period driven by strategic pricing initiatives. Concession revenue per patron increased 4.5% to $8.21 during the 2025 period compared with $7.86 during the 2024 period primarily driven by strategic pricing actions, a higher mix of merchandise and increased incidence rates. Other revenue for the 2025 period increased 5.8% to $176.1 million compared with $166.4 million during the 2024 period primarily due to higher transactional fees, promotional income and gaming revenue.

Current wording

U.S. Attendance increased to 24.1 million patrons during the 2026 period compared with 20.6 million patrons during the 2025 period primarily driven by a film slate that had stronger consumer appeal year-over-year. Average ticket price increased 4.5% to $10.53 during the 2026 period compared with $10.08 during the 2025 period driven by strategic pricing actions and higher premium format mix. Concession revenue per patron increased 7.5% to $8.58 during the 2026 period compared with $7.98 during the 2025 period primarily driven by strategic pricing actions, increased incidence rates and a favorable shift in product mix. Other revenue for the 2026 period increased 20.0% to $54.1 million compared with $45.1 million during the 2025 period primarily due to higher transaction fees, as well as an increase in screen advertising revenue and promotional income.

Previous wording

International. Attendance decreased to 58.0 million patrons for the 2025 period from 59.8 million during the 2024 period reflecting a film slate that did not resonate as strongly with audiences in our international markets year-over-year. Revenues, average ticket price and concession revenue per patron for our international segment, as reported, were unfavorably impacted by exchange rate fluctuations during the 2025 period. In constant currency, the average ticket price increased 14.6% to $4.25 for the 2025 period primarily due to inflationary pricing actions. Similarly, in constant currency, concession revenue per patron increased 17.5% to $3.43 for the 2025 period primarily due to inflationary pricing actions and a higher mix of merchandise. Other revenue increased 26.3% in constant currency to $86.4 million for the 2025 period primarily due to inflationary impacts, higher screen advertising and loyalty program revenue, and increased transactional fees.

Current wording

International. Attendance decreased to 14.9 million patrons for the 2026 period from 16.0 million during the 2025 period reflecting a film slate that did not resonate as strongly with audiences in our international markets year-over-year. Revenues, average ticket price and concession revenue per patron for our international segment, as reported, were favorably impacted by exchange rate fluctuations during the 2026 period. In constant currency, the average ticket price increased 9.1% to $3.85 for the 2026 period primarily due to inflationary pricing actions and higher premium format mix. Similarly, in constant currency, concession revenue per patron increased 11.1% to $3.20 for the 2026 period primarily due to inflationary pricing actions. Other revenue increased 7.6% in constant currency to $22.7 million for the 2026 period primarily due to inflationary impacts.

Previous wording

U.S. Film rentals and advertising costs increased to 57.9% of admissions revenue for the 2025 period compared with 57.4% of admissions revenue for the 2024 period primarily due to increased marketing spend. Concession supplies expense for the 2025 period was 19.1% of concession revenue compared with 17.9% for the 2024 period. The concession supplies rate for the 2025 period was primarily impacted by a higher mix of merchandise, inflationary pressures and lower concession rebates, partially offset by strategic pricing actions and sourcing initiatives.

Current wording

U.S. Film rentals and advertising costs increased to 55.5% of admissions revenue for the 2026 period compared with 54.5% of admissions revenue for the 2025 period primarily due to the increased scale and concentration of high-grossing films. Concession supplies expense for the 2026 period was 18.3% of concession revenue compared with 20.6% for the 2025 period. The decrease in the concession supplies rate for the 2026 period was primarily driven by strategic pricing actions and sourcing initiatives, as well as a shift in product mix, partially offset by continued inflationary pressures.

Previous wording

International. Our international operating costs, as reported, were favorably impacted by exchange rate fluctuations for the 2025 period.

Current wording

International. Our international operating costs, as reported, were unfavorably impacted by exchange rate fluctuations for the 2026 period.

Previous wording

Film rentals and advertising costs increased to 51.2% of admissions revenue as reported for the 2025 period compared with 50.0% for the 2024 period due to the increased concentration of high-grossing films and increased marketing spend. Concession supplies expense was 22.8% of concessions revenue as reported for the 2025 period compared with 21.9% for the 2024 period. The increase in the concession supplies rate was primarily driven by inflationary pressures and a higher mix of merchandise.

Current wording

Film rentals and advertising costs remained relatively flat at 50.0% of admissions revenue as reported for the 2026 period compared with 49.9% for the 2025 period. Concession supplies expense was 22.1% of concessions revenue as reported for the 2026 period compared with 22.8% for the 2025 period. The decrease in the concession supplies rate was primarily driven by strategic pricing actions and sourcing initiatives, as well as favorable product mix.

Previous wording

Salaries and wages, facility lease expense and utilities and other expenses, as reported, for the 2025 period benefited from favorable exchange rate fluctuations. In constant currency, salaries and wages increased to $57.3 million for the 2025 period primarily driven by wages and benefits inflation, partially offset by effective labor management. Facility lease expense increased to $64.6 million in constant currency for the 2025 period primarily due to inflationary increases and the dissipation of temporary rent abatements that benefited the 2024 period. Utilities and other costs increased to $88.0 million in constant currency for the 2025 period due to inflationary pressures and higher screen advertising related commissions.

Current wording

In constant currency, salaries and wages increased 8.9% to $17.1 million for the 2026 period primarily driven by wage inflation, partially offset by lower attendance and effective labor management. Facility lease expense of $17.9 million in constant currency was relatively flat compared to the 2025 period. Utilities and other costs increased 7.9% to $25.8 million in constant currency for the 2026 period primarily due to inflationary pressures.

Previous wording

General and Administrative Expense. General and administrative expense for Holdings increased to $170.5 million for the 2025 period compared with $161.0 million for the 2024 period. General and administrative expense for CUSA increased to $167.9 million for the 2025 period compared with $158.2 million for the 2024 period. The increase for both Holdings and CUSA is primarily due to higher share-based compensation, wages and benefits inflation, increased headcount, and higher professional fees and cloud-based software costs, partially offset by the favorable impact of exchange rate fluctuations.

Current wording

General and Administrative Expense. General and administrative expense for Holdings increased to $56.1 million for the 2026 period compared with $54.5 million for the 2025 period. General and administrative expense for CUSA increased to $55.0 million for the 2026 period compared with $53.5 million for the 2025 period. The increase for both Holdings and CUSA is primarily due to higher wages and benefits, increased headcount, higher share-based compensation and an increase in cloud-based software costs, partially offset by a decrease in professional fees.

Previous wording

Depreciation and Amortization. Depreciation and amortization expense increased to $149.8 million for the 2025 period compared with $148.3 million for the 2024 period.

Current wording

Depreciation and Amortization. Depreciation and amortization expense increased to $51.6 million for the 2026 period compared with $49.5 million for the 2025 period.

Previous wording

(Gain) Loss on Disposal of Assets and Other. A gain on disposal of assets and other of $0.1 million was recorded for the 2025 period compared with a loss of $2.0 million for the 2024 period. Activity for the 2025 period was primarily related to gains on the sale of real estate, offset by the retirement of certain assets replaced as a result of remodels. Activity for the 2024 period was primarily related to the removal and disposal of equipment at closed theaters.

Current wording

Loss (Gain) on Disposal of Assets and Other. A loss on disposal of assets and other of $3.7 million was recorded for the 2026 period compared with a gain of $4.1 million for the 2025 period. Activity for the 2026 period was primarily related to the retirement of certain assets that were replaced as a result of theater enhancements. Activity for the 2025 period was primarily related to gains on the sale of real property.

Previous wording

Interest Expense. Interest expense for Holdings, which includes amortization of debt issuance costs and original issue discount and amortization of accumulated losses for swap amendments, was $32.2 million during the third quarter of 2025 compared with $36.7 million during the third quarter of 2024. The interest expense attributable to CUSA was $29.3 million during the third quarter of 2025 compared with $30.6 million during the third quarter of 2024. The decrease in interest expense was primarily due to the payoff of the $460.0 million principal of the 4.50% Convertible Senior Notes on August 15, 2025 and the term loan reprice transactions in November 2024 and June 2025. See further discussion in Liquidity and Capital Resources below.

Current wording

Interest Expense. Interest expense for Holdings, which includes amortization of debt issuance costs and original issue discount and amortization of accumulated losses for swap amendments, was $34.7 million during the 2026 period compared with $38.5 million during the 2025 period. The interest expense attributable to CUSA was $34.7 million during the 2026 period compared with $32.4 million during the 2025 period. The decrease in interest expense at Holdings reflects the impact of the payoff of the $460.0 million principal of the 4.50% Convertible Senior Notes on August 15, 2025.

Previous wording

Income Taxes - CUSA. An income tax expense of $23.8 million was recorded for the third quarter of 2025 compared with an income tax benefit of $39.7 million for the third quarter of 2024. The effective tax rate was approximately 27.8% for the third quarter of 2025 compared with (26.4)% for the third quarter of 2024. The effective tax rate for the third quarter of 2025 differs from the U.S. statutory rate primarily due to foreign tax rate differences, U.S. tax impact of foreign operations, and state and local taxes. The effective tax rate for the third quarter of 2024 was favorably impacted by changes in valuation allowances previously recorded against certain foreign tax credits, other federal deferred tax assets, certain state net operating losses and other state deferred tax assets. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Current wording

Income Taxes - Holdings. An income tax benefit of $4.0 million was recorded for the 2026 period compared with an income tax benefit of $14.7 million for the 2025 period. The effective tax rate was approximately 40.5% for the 2026 period compared with 27.6% for the 2025 period. The effective tax rates for the 2026 and 2025 periods differ from the U.S. statutory rate primarily due to foreign tax rate differences, the U.S. tax impact of foreign operations, and state and local taxes. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Previous wording

Income Taxes - CUSA. An income tax expense of $53.2 million was recorded for the 2025 period compared with income tax benefit of $67.6 million for the 2024 period. The effective tax rate was approximately 29.4% for the 2025 period compared with (33.7)% for the 2024 period. The effective tax rate for the 2025 period differs from the U.S. statutory rate primarily due to foreign tax rate differences, U.S. tax impact of foreign operations, and state and local taxes. During the 2024 period, a deferred tax benefit of $112.4 million was recorded discretely related to the release of valuation allowances previously recorded against certain foreign tax credits, other federal deferred tax assets, certain state net operating losses and other state deferred tax assets as well as deferred tax assets in certain foreign jurisdictions. The release of these valuation allowances was the result of the availability of positive evidence related to sustained taxable income in the relevant jurisdictions to support the future realizability of deferred tax assets. This discrete benefit favorably impacted the effective tax rate for the 2024 period, causing the income tax benefit to vary significantly from the tax expense derived by applying the statutory tax rate to the pre-tax income for the period. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Current wording

Income Taxes - CUSA. An income tax benefit of $3.6 million was recorded for the 2026 period compared with income tax benefit of $14.2 million for the 2025 period. The effective tax rate was approximately 41.8% for the 2026 period compared with 29.3% for the 2025 period. The effective tax rates for the 2026 and 2025 periods differ from the U.S. statutory rate primarily due to foreign tax rate differences, U.S. tax impact of foreign operations, and state and local taxes. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Previous wording

Cash provided by operating activities was $248.3 million for Holdings and $260.1 million for CUSA for the nine months ended September 30, 2025, compared with cash provided by operating activities of $269.6 million for Holdings and $279.5 million for CUSA for the nine months ended September 30, 2024. The decrease in cash provided by operating activities was primarily driven by the timing of payments to vendors for expenses partially offset by the level of revenue earned during each period.

Current wording

Cash used for operating activities was $20.4 million for Holdings and $20.2 million for CUSA for the three months ended March 31, 2026, compared with cash used for operating activities of $119.1 million for Holdings and $111.1 million for CUSA for the three months ended March 31, 2025. The decrease in cash used for operating activities was primarily driven by the level of revenue earned during each period and the timing of payments to vendors for expenses.

Previous wording

Investing activities have been principally related to the development, remodel and enhancement of theaters, which historically have been financed with cash flow from operations and debt financings. Cash used for investing activities was $98.6 million and $89.1 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in cash used for investing activities was primarily due to an increase in capital expenditures, partially offset by the sale of a land parcel and one of our owned theater properties during the nine months ended September 30, 2025.

Current wording

Investing activities have been principally related to the development, remodel and enhancement of theaters. Cash used for investing activities was $37.5 million and $15.3 million for the three months ended March 31, 2026 and 2025, respectively. The increase in cash used for investing activities was primarily due to an increase in capital expenditures to support the continued enhancement of our global circuit.

Previous wording

Below is a summary of capital expenditures, disaggregated by new and existing theaters, for the nine months ended September 30, 2025 and 2024 (in millions):

Current wording

Below is a summary of capital expenditures, disaggregated by new and existing theaters, for the three months ended March 31, 2026 and 2025 (in millions):

Previous wording

We operated 497 theaters with 5,644 screens worldwide as of September 30, 2025. Theaters and screens opened and closed during the nine months ended September 30, 2025 were as follows:

Current wording

We operated 495 theaters with 5,620 screens worldwide as of March 31, 2026. Theaters and screens opened and closed during the three months ended March 31, 2026 were as follows:

Previous wording

Approximately $15.0 million is expected to be paid during the remainder of 2025 and $20.0 million, $26.0 million and $8.7 million is expected to be paid during 2026, 2027 and 2028, respectively. The timing of payments is subject to change in the event of construction or other delays.

Current wording

Approximately $21.5 million is expected to be paid during the remainder of 2026 and $39.6 million and $8.8 million is expected to be paid during 2027 and 2028, respectively. The timing of payments is subject to change in the event of construction or other delays.

Previous wording

Cash used for financing activities was $761.8 million for Holdings and $544.1 million for CUSA for the nine months ended September 30, 2025, compared with $94.7 million for Holdings and CUSA for the nine months ended September 30, 2024. The increase in cash used for financing activities for Holdings reflects the repayment of the principal on the 4.50% Convertible Senior Notes, the repurchase of common stock through the Company’s share repurchase program, cash paid to settle warrants, the payment of quarterly cash dividends in the first, second and third quarters of 2025, and an increase in restricted stock withholdings for the payment of payroll taxes on equity awards that vested during the period. Cash used for financing activities for CUSA was driven by cash distributions to Cinemark Holdings, Inc. to fund the repayment of the principal on the 4.50% Convertible Senior Notes and the cash settlements of warrants, as well as a portion of the quarterly cash dividend payments, and an increase in restricted stock withholdings for the payment of payroll taxes on equity awards that vested during the period. The cash used for financing activities during the nine months ended September 30, 2024 for both Holdings and CUSA reflected the repayment of the 5.875% Senior Notes and the redemption of the remaining 8.75% secured notes, partially offset by the issuance of the 7.00% Senior Notes.

Current wording

Cash used for financing activities was $36.8 million for Holdings and $37.1 million for CUSA for the three months ended March 31, 2026, compared with $230.1 million for Holdings and $20.4 million CUSA for the three months ended March 31, 2025. The decrease in cash used for financing activities for Holdings primarily reflects the repurchase of common stock in the first quarter of 2025, partially offset by higher payroll tax payments associated with equity awards that vested during the period. The increase in cash used for financing activities for CUSA was driven by cash distributions to Cinemark Holdings, Inc. to fund the Company’s shareholder dividends and higher payroll tax payments associated with equity awards that vested during the period.

Previous wording

During the first quarter of 2025, Holdings’ Board of Directors approved a reinstatement of the Company’s dividend at $0.32 per common share per annum, or $0.08 payable quarterly. Holdings, at the discretion of its Board of Directors and subject to applicable law, anticipates paying quarterly cash dividends on its common stock. The amount of the dividends to be paid in the future, if any, will depend upon our then available cash balances, anticipated cash needs, overall financial condition, loan agreement restrictions as discussed below, and future prospects for earnings and cash flows, as well as other relevant factors. The following table summarizes the quarterly dividends paid during the nine months ended September 30, 2025. See Note 6 to the condensed consolidated financial statements for further information about the dividends paid.

Current wording

Holdings, at the discretion of its Board of Directors and subject to applicable law, anticipates paying quarterly cash dividends on its common stock. The amount of dividends to be paid in the future, if any, will depend upon our then available cash balances, anticipated cash needs, overall financial condition, loan agreement restrictions as discussed below, and future prospects for earnings and cash flows, as well as other relevant factors. The following table summarizes the quarterly dividends paid during the three months ended March 31, 2026 and 2025.

Previous wording

Of the total dividends recorded during the three and nine months ended September 30, 2025 $0.3 million and $0.7 million, respectively, were related to outstanding performance and restricted stock units and will not be paid until such units vest. See Note 9 to the condensed consolidated financial statements.

Current wording

Of the total dividends recorded during the three months ended March 31, 2026 and 2025 $0.3 million and $0.2 million, respectively, relate to outstanding performance and restricted stock units and are not paid until such units vest. See Note 9 to the condensed consolidated financial statements.

Previous wording

Pursuant to the amendment of the revolving credit facility noted above, interest on revolving credit loans accrues, at CUSA's option, at either (i) the Term SOFR Rate plus an applicable margin that ranges from 1.75% to 2.00% per annum, or (ii) the Alternate Base Rate, subject, in the case of this clause (ii) to a floor of 1.00% per annum, plus, in the case of this clause (ii), an applicable margin that ranges from 0.75% to 1.00%. The applicable margin with respect to revolving credit loans is a function of the Consolidated Net Senior Secured Leverage Ratio as defined in the Credit Agreement. As of September 30, 2025, the applicable margin was 1.75%, however, there were no borrowings outstanding under the revolving line of credit. In addition, CUSA is required to pay a commitment fee on the revolving line of credit that accrues at a rate ranging from 0.25% to 0.375% per annum of the daily unused portion of the revolving line of credit. The commitment fee rate is a function of the Consolidated Net Senior Secured Leverage Ratio and was 0.25% at September 30, 2025.

Current wording

The applicable margin with respect to revolving credit loans is a function of the Consolidated Net Senior Secured Leverage Ratio as defined in the Credit Agreement. As of March 31, 2026, the applicable margin was 1.75%, however, there were no borrowings outstanding under the revolving line of credit. In addition, CUSA is required to pay a commitment fee on the revolving line of credit that accrues at a rate ranging from 0.25% to 0.375% per annum of the daily unused portion of the revolving line of credit. The commitment fee rate is a function of the Consolidated Net Senior Secured Leverage Ratio and was 0.25% at March 31, 2026.

Previous wording

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on the ability of Holdings, CUSA and their subsidiaries to: merge, consolidate, liquidate, or dissolve; sell, transfer or otherwise dispose of assets; create, incur or permit to exist certain indebtedness and liens; pay dividends, repurchase stock and make other Restricted Payments (as defined in the Credit Agreement); prepay certain indebtedness; make investments; enter into transactions with affiliates; and change the nature of their business. At any time that CUSA has revolving credit loans outstanding, it is not permitted to allow the Consolidated Net Senior Secured Leverage Ratio to exceed 3.5 to 1.0. As of September 30, 2025, there were no revolving credit loans outstanding, and CUSA’s Consolidated Net Senior Secured Leverage Ratio was 0.3 to 1.

Current wording

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on the ability of Holdings, CUSA and their subsidiaries to: merge, consolidate, liquidate, or dissolve; sell, transfer or otherwise dispose of assets; create, incur or permit to exist certain indebtedness and liens; pay dividends, repurchase stock and make other Restricted Payments (as defined in the Credit Agreement); prepay certain indebtedness; make investments; enter into transactions with affiliates; and change the nature of their business. At any time that CUSA has revolving credit loans outstanding, it is not permitted to allow the Consolidated Net Senior Secured Leverage Ratio to exceed 3.5 to 1.0. As of March 31, 2026, there were no revolving credit loans outstanding, and CUSA’s Consolidated Net Senior Secured Leverage Ratio was 0.6 to 1.

Previous wording

The Restricted Payments covenant, as defined in the Credit Agreement generally does not limit the abilityof Holdings and its subsidiaries to pay dividends and make other Restricted Payments if the Consolidated Net Total Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 2.75 to 1.00. If the Consolidated Net Total Leverage Ratio is greater than 2.75 to 1.00, but not greater than 5.00 to 1.00, Restricted Payments generally may be made in an aggregate amount not to exceed the Available Amount (as defined in the Credit Agreement), which is a function of CUSA’s Consolidated EBITDA minus 1.75 times its Consolidated Interest Expense (as such terms are defined in the Credit Agreement) and certain other factors as specified in the Credit Agreement. As of September 30, 2025, the Consolidated Net Total Leverage Ratio was 2.23 to 1.00 and the Available Amount was $1.2 billion. In addition, the Credit Agreement contains other baskets that allow certain Restricted Payments in excess of the Applicable Amount.

Current wording

The Restricted Payments covenant, as defined in the Credit Agreement generally does not limit the abilityof Holdings and its subsidiaries to pay dividends and make other Restricted Payments if the Consolidated Net Total Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 2.75 to 1.00. If the Consolidated Net Total Leverage Ratio is greater than 2.75 to 1.00, but not greater than 5.00 to 1.00, Restricted Payments generally may be made in an aggregate amount not to exceed the Available Amount (as defined in the Credit Agreement), which is a function of CUSA’s Consolidated EBITDA minus 1.75 times its Consolidated Interest Expense (as such terms are defined in the Credit Agreement) and certain other factors as specified in the Credit Agreement. As of March 31, 2026, the Consolidated Net Total Leverage Ratio was 2.46 to 1.00 and the Available Amount was $1.4 billion. In addition, the Credit Agreement contains other baskets that allow certain Restricted Payments in excess of the Applicable Amount.

Previous wording

As of September 30, 2025, there was $633.9 million outstanding under the term loan and no borrowings were outstanding under the $225.0 million revolving line of credit. The average interest rate on outstanding term loan borrowings under the Credit Agreement as of September 30, 2025 was approximately 5.7% per annum, after giving effect to the interest rate swap agreements.

Current wording

As of March 31, 2026, there was $630.7 million outstanding under the term loan and no borrowings were outstanding under the $225.0 million revolving line of credit. The average interest rate on outstanding term loan borrowings under the Credit Agreement as of March 31, 2026 was approximately 5.6% per annum, after giving effect to the interest rate swap agreements.

Previous wording

The 7.00% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries, or its guarantors, that guarantee, assume or in any other manner become liable with respect to any of CUSA’s or its guarantors’ other debt. If CUSA cannot make payments on the 7.00% Senior Notes when they are due, CUSA’s guarantors must make them instead. The 7.00% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all of CUSA’s and its guarantor’s existing and future senior debt, including the 5.25% senior notes due 2028 and all borrowings under CUSA’s Credit Agreement. The notes and the guarantees will be structurally subordinated to all existing and future debt and other liabilities of CUSA’s non-guarantor subsidiaries. The notes and the guarantees will be structurally senior to any future debt, if any, issued by Holdings that is not guaranteed by CUSA or any of its subsidiaries.

Current wording

The 7.00% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries, or its guarantors, that guarantee, assume or in any other manner become liable with respect to any of CUSA’s or its guarantors’ other debt. If CUSA cannot make payments on the 7.00% Senior Notes when they are due, CUSA’s guarantors must make them instead. The 7.00% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all of CUSA’s and its guarantor’s existing and future senior debt, including the 5.25% senior notes due 2028 and all borrowings under CUSA’s Credit Agreement. The notes and the guarantees will be structurally subordinated to all existing and future debt and other liabilities of CUSA’s non-guarantor subsidiaries. The notes and the guarantees will be structurally senior to all future debt, if any, issued by Holdings that is not guaranteed by CUSA or any of its subsidiaries.

Previous wording

Prior to August 1, 2027, CUSA has the option to redeem all or a portion of the 7.00% Senior Notes at a price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a make-whole premium. In addition, prior to August 1, 2027, CUSA may redeem up to 40% of the aggregate principal amount of the 7.00% Senior Notes with funds in an amount equal to the net proceeds of certain equity offerings at a redemption price equal to 107.0% of the principal amount of the 7.00% Senior Notes redeemed, plus accrued and unpaid interest, if any, as long as (i) at least 60% of the principal amount of the 7.00% Senior Notes outstanding issued under the indenture governing the 7.00% Senior Notes (including any additional notes) remains outstanding immediately after each such redemption and (ii) the redemption occurs within 120 days of the date of the closing of such equity offerings.

Current wording

Prior to August 1, 2027, CUSA has the option to redeem all or a portion of the 7.00% Senior Notes at a price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a make-whole premium. In addition, prior to August 1, 2027, CUSA may redeem up to 40% of the aggregate principal amount of the 7.00% Senior Notes with funds in an amount equal to the net proceeds of certain equity offerings at a redemption price equal to 107.0% of the principal amount of the 7.00% Senior Notes redeemed, plus accrued and unpaid interest, if any, as long as (i) at least 60% of the principal amount of the 7.00% Senior Notes issued under the indenture governing the 7.00% Senior Notes (including any additional notes) remains outstanding immediately after each such redemption and (ii) the redemption occurs within 120 days of the closing of such equity offerings.

Previous wording

CUSA may redeem the 7.00% Senior Notes in whole or in part at any time on or after August 1, 2027 at redemption prices set forth in the indenture governing the 7.00% Senior Notes.

Current wording

CUSA may redeem the 7.00% Senior Notes in whole or in part at any time on or after August 1, 2027 at redemption prices set forth in the indenture governing the 7.00% Senior Notes as indicated below:

Previous wording

CUSA may redeem the 5.25% Senior Notes in whole or in part at redemption prices specified in the indenture.

Current wording

CUSA may redeem the 5.25% Senior Notes in whole or in part at 101.313% of the principal amount up to July 15, 2026 and at par thereafter, as set forth in the indenture.

Previous wording

The indentures governing the 5.25% Senior Notes and the 7.00% Senior Notes ("the indentures") contain covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of September 30, 2025, CUSA could have distributed up to approximately $4.3 billion to its parent company and sole stockholder, Holdings, under the terms of the indentures, subject to its available cash and other borrowing restrictions outlined in the indentures. Upon a change of control, as defined in the indentures, CUSA would be required to make an offer to repurchase the 5.25% Senior Notes and the 7.00% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indentures allow CUSA to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of September 30, 2025 was 6.9 to 1.

Current wording

The indentures governing the 5.25% Senior Notes and the 7.00% Senior Notes ("the indentures") contain covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of March 31, 2026, CUSA could have distributed up to approximately $4.5 billion to its parent company and sole stockholder, Holdings, under the terms of the indentures, subject to its available cash and other borrowing restrictions outlined in the indentures. Upon a change of control, as defined in the indentures, CUSA would be required to make an offer to repurchase the 5.25% Senior Notes and the 7.00% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indentures allow Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indentures, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of March 31, 2026 was 6.6 to 1.