National CineMedia, Inc.

1. THE COMPANY

Description of Business

National CineMedia, Inc., a Delaware corporation (“NCM, Inc.”), is a holding company with the sole purpose of becoming a member and sole manager of National CineMedia, LLC (“NCM LLC”), a Delaware limited liability company. NCM, Inc. currently owns 100.0% of NCM LLC, NCM Holdings, LLC (“NCM Holdings”) and Captivate Holdings, LLC (“Captivate”). The terms “NCM”, “the Company” or “we” shall, unless the context otherwise requires, be deemed to reference the consolidated entity.

NCM, Inc. is the leading premium video and digital out-of-home advertising platform in the U.S. With unparalleled reach and scale, NCM, Inc.'s national network connects advertisers, through its two brands NCM® and Captivate®, to hard-to-reach, young, diverse and affluent audiences utilizing the power of high attention environments, including theaters, elevators and building lobbies. A premium video, full-funnel marketing solution for advertisers, NCM, Inc. enhances advertisers’ ability to measure and drive results. NCM, LLC's Noovie® Show is presented exclusively in 38 leading national and regional theater circuits including the only three national chains, Cinemark USA, Inc., a wholly owned subsidiary of Cinemark Holdings, Inc. (“Cinemark”), American Multi-Cinema, Inc., a wholly owned subsidiary of AMC Entertainment, Inc. (“AMC”) and Regal Cinemas, Inc., a wholly owned subsidiary of Cineworld Group plc and Regal Entertainment Group (“Regal”). NCM LLC’s cinema advertising platform consists of more than 17,600 screens in over 1,300 theaters. In November 2025, NCM, Inc. extended its reach by acquiring Spotlight and the Spotlight Cinema Network, a U.S. cinema advertising company dedicated to serving art house, luxury and dine-in exhibitors. Spotlight and the Spotlight Cinema Network presents the CineLife® Show exclusively in 96 leading national and regional theater circuits consisting of more than 850 screens in over 170 theaters. In September 2026, NCM, Inc. acquired Captivate, the leading operator of digital video elevator and lobby advertising in North America with over 27,000 digital video screens across more than 11,000 office and residential buildings. In total, NCM, Inc.’s advertising platform, including NCM LLC, Spotlight and Captivate, consists of approximately 48,000 total digital screens across theaters, office buildings and residential properties in 185 Designated Market Areas® (“DMA®”), including all of the top 100.

NCM LLC has long-term exhibitor service agreements (“ESAs”) with Cinemark and AMC and long-term agreements with certain cinema affiliates, including Regal, which grant the Company the exclusive right in their respective theaters to sell advertising, subject to limited exceptions. As of October 1, 2026, the weighted average remaining term of the cinema affiliate agreements, including the ESAs, is 11.1, expiring at various dates between December 31, 2026 and February 13, 2042. Captivate has agreements with office and residential buildings, which grant the Company the exclusive right in their respective lobbies and elevators to sell advertising subject to limited exceptions. As of October 1, 2026, the annual revenue retention rate for the building agreements is 98.0%.

Other Developments

On August 10, 2026, the Company entered into a Securities Purchase Agreement and Plan of Merger (the “Purchase Agreement”) with Captivate. This acquisition closed on September 18, 2026 and combined NCM LLC’s established leadership in cinema advertising with Captivate’s unrivaled office and residential footprint, creating the leading premium video and digital out-of-home advertising platform. The combination of the NCM® and Captivate® networks brought together three complementary premium audiences coveted by advertisers: NCM LLC’s young, diverse moviegoing audience and Captivate’s affluent professional audience in both Class A office buildings and residential properties. Together, the combined platform provides advertisers with a single premium media partner capable of reaching consumers and business decision makers in high-attention environments. The Company paid $272.4 million of purchase consideration to acquire 100.0% of the ownership of Captivate (the “Captivate Acquisition”). Additionally, the Company incurred $8.9 million in legal and professional fees related to the acquisition within 'Administrative and other costs' on the unaudited Condensed Consolidated Statements of Operations in the three and nine months ended October 1, 2026. Captivate was consolidated within the Company's financial statements as of September 18, 2026.

Concurrently with the closing of the Captivate Acquisition, NCM Holdings entered into a credit agreement (the “2026 Credit Agreement”) with Crestline Direct Finance, L.P. as administrative agent and collateral agent, whereby NCM Holdings borrowed, in the form of a senior secured first lien term loan, an original aggregate principal amount of $275.0 million (the “2026 Term Loan Facility”) and established a $25.0 million senior secured revolving credit facility (the “2026 Revolving Facility,”). As of September 18, 2026, the 2026 Term Loan Facility was fully funded, the Company borrowed $10.0 million under the 2026 Revolving Facility and the Company recognized $8.6 million in debt issuance costs with $0.6 million within 'Other assets' and $7.9 million within 'Term Loan Facility, net' on the unaudited Condensed Consolidated Balance Sheet. Additionally, on September 18, 2026, NCM LLC repaid the full amount outstanding under the 2025 Credit Facility, as defined below, and terminated the agreement. Borrowings under the 2026 Revolving Facility may be used for, among other things, working capital and other general corporate purposes of NCM Holdings, NCM LLC and Captivate. The 2026 Credit Agreement matures on September 18, 2031 and bears interest at a margin over a reference rate selected at the option of the borrower. The margin for the 2026 Credit Agreement is 7.00% per annum for SOFR borrowings and 6.00% per annum for base rate borrowings.

On March 31, 2026, the Company introduced a transformation initiative to increase operational efficiencies and allow for the ultimate automation of certain functions (the “2026 Transformation Initiative”). The Company eliminated the positions of approximately 10.0% of its workforce and transitioned the positions of an additional portion of its workforce to an outsourced service provider. The 2026 Transformation Initiative was completed in the third quarter of 2026. In conjunction with this initiative, the Company reviewed all vendor relationships and is in the process of terminating its relationship with certain vendors, resultingin termination fees of $0.3 million and $3.4 million for the three and nine months ended October 1, 2026, respectively.

On November 14, 2025, NCM LLC entered into the Membership Interest Purchase Agreement (“MIPA”) with Spotlight Cinema Networks (“Spotlight”), the only U.S. cinema advertising company dedicated to serving art house, luxury and dine-in exhibitors. The acquisition of Spotlight added high-scale luxury screens and exhibitors that offer unique and engaging customer experiences to our platform, unlocking new advertising and preshow entertainment inventory across theaters nationwide. Spotlight’s exhibitor partners, including Cinépolis Luxury Cinema, Landmark Theatres, Flix Brewhouse and LOOK Dine-In Cinemas, complement NCM LLC’s national theater network and extend NCM LLC’s reach among culturally engaged premium audiences. The addition of Spotlight’s footprint increased NCM LLC’s national market share by more than 6.0% and expanded its theater presence by approximately 30.0% in the critical New York and Los Angeles markets. The Company paid $8.2 million of purchase consideration to acquire 100.0% of the ownership of Spotlight. Spotlight was consolidated within the Company's financial statements as of November 15, 2025.

On April 17, 2025, the Company and AMC entered into the Second Amended and Restated Exhibitor Services Agreement (the “2025 AMC Agreement”) and a separate termination agreement (the “AMC Termination Agreement”) by and among NCM LLC, NCM, Inc. and AMC. The 2025 AMC Agreement extended the term of the ESA byfive years, more closely aligned the program distributed by NCM LLC in AMC theaters to the predominant pre-feature program show structure distributed in the rest of NCM LLC's advertising network and adjusted the consideration paid by NCM LLC. The AMC Termination Agreement waived AMC’s rights under certain agreements entered into at the time of the Company's initial public offering. The agreements were accounted for in accordance with the lease modification guidance within Accounting Standards Codification (“ASC”) 842—Leases, as the amended ESA contains a short-term operating lease of AMC’s screens. The agreements were considered combined as they were entered into contemporaneously by the same parties. As a result of the agreements, in the year ended January 1, 2026, NCM LLC released $24.8 million of the 'Payable under the TRA' and reversed the receivable of $10.6 million from AMC, related to unpaid integration payments and the receivable under the Common Unit Adjustment Agreement within 'Prepaid expenses and other assets' on the Company's unaudited Condensed Consolidated Balance Sheet. NCM LLC no longer has an obligation to make TRA payments to AMC, provide common units as a part of the Common Unit Adjustment Agreement or distribute NCM LLC's available cash to AMC, and the Company received the benefits of the revised ESA, including enhancements related to the pre-feature show structure and NCM's exclusive right to advertise in AMC's theaters. The net impact of these reversals was recorded to the 'Intangible Assets, net of amortization' as AMC's forfeiture of this net payable was considered akin to a lease incentive. The reduction in the intangible asset for the ESAs will result in reduced amortization expense, as it is considered akin to lease expense, for the remainder of the contract term. Refer to Note 5—Intangible Assets, Note 8—Income Taxes and Note 9—Commitments and Contingencies and the Company’s Form 8-K filed with the SEC on April 23, 2025 for additional detail surrounding these agreements.

On January 24, 2025, NCM LLC, as borrower, entered into a Loan and Security Agreement with U.S. Bank National Association, as lender (the “2025 Credit Facility”). The agreement provided for a $45.0 million senior secured revolving credit facility that matures on January 24, 2028. In connection with entering into the 2025 Credit Facility, NCM LLC repaid in full the $10.0 million balance outstanding and terminated all commitments under its previous revolving credit facility, and in connection with this termination, paid a prepayment fee equal to 1% of the total commitment. The 2025 Credit Facility reduced the Company's overall interest expense, extended the maturity date to 2028 and was a cash flow-based revolving loan compared to the asset-based revolving loan of the previous revolving credit facility. On September 18, 2026, the Company repaid the full amount outstanding under the 2025 Credit Facility, terminated the agreement, and recorded a loss of $0.5 million within 'Loss on debt extinguishment' on the unaudited Condensed Consolidated Statements of Income.

Basis of Presentation

The Company has prepared the unaudited Condensed Consolidated Financial Statements and related notes of NCM, Inc. in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in an annual report have been condensed or omitted for this quarterly report. The balance sheet as of January 1, 2026 is derived from the audited financial statements of NCM, Inc. Therefore, the unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s annual report on Form 10-K filed for the fiscal year ended January 1, 2026.

In the opinion of management, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly in all material respects the financial position, results of operations and cash flows for all periods presented have been made and all intercompany accounts have been eliminated in consolidation. The Company has reclassified certain historical amounts on the unaudited Condensed Consolidated Balance Sheets, Statements of Operations and Statements of Cash Flows to conform to current period presentation. Historically, the Company’s business has been seasonal and for this and other reasons operating results for interim periods have not been indicative of the Company’s full year results or future performance. As a result of the related party agreements discussed in Note 6—Related Party Transactions, the operating results as presented are not necessarily indicative of the results that might have occurred if all agreements were with non-related third parties.

Estimates—The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to undiscounted cash flows utilized in assessing whether there are impairment indicators for the Company's intangible assets, the valuation of acquired businesses, discounted cash flows utilized in assessing impairment indicators for the Company's goodwill, the reserve for uncollectible accounts receivable, share-based compensation and income taxes. Actual results could differ from estimates.

Significant Accounting Policies

The Company’s annual financial statements included in its Form 10-K, filed for the fiscal year ended January 1, 2026, contain a complete discussion of the Company’s significant accounting policies. The following is additional information related to the Company’s accounting policies.

Revenue Recognition—The Company derives revenue principally from the sale of advertising to national, regional and local businesses in Noovie®, our cinema advertising and entertainment show seen on movie screens within the NCM Network across the U.S., the CineLife® Show seen within the Spotlight Cinema Network, through Captivate's digital screen network in office and residential buildings, within the lobby entertainment network (“LEN”), a series of strategically-placed screens located in movie theater lobbies, as well as other forms of advertising, promotions and experiences in theater lobbies. In addition, NCM LLC sells data and digital advertising, including through the NCMx™ suite of products, NCM Boost℠, Boomerang℠, Bullseye℠ and Blueprint℠, as well as advertising in a variety of complementary out-of-home venues. The Company also has a long-term agreement to exhibit the advertising of the ESA Parties’ beverage suppliers. Revenue is recognized over time as the customer receives the benefits provided by NCM LLC’s advertising services and the Company has the right to payment for performance to date. The Company considers the terms of each arrangement to determine the appropriate accounting treatment. The Company, through Captivate, also derives revenue through subscription agreements with certain office and residential buildings to provide content within the buildings. Captivate also, at times, produces and delivers building specific content for a fee. Certain revenue share payments owed to the buildings are recorded as a reduction to revenue in accordance with GAAP.

Concentration of Credit Risk and Significant Customers—The risk of credit loss related to the Company’s trade receivables and unbilled receivables balances is accounted for through the allowance for credit losses, a contra asset account which reduces the net receivables balance. The allowance for credit losses balance is determined by pooling the Company’s receivables with similar risk characteristics, specifically by type of customer (national advertisers, local/regional advertisers and building subscribers) and then age of receivable and applying historical write off percentages to these pools in order to determine the amount of expected credit losses as of the balance sheet date. National advertiser receivables are with large advertising agencies with strong reputations in the advertising industry and clients with stable financial positions and good credit ratings, represent larger receivables balances per customer and have significantly lower historical and expected credit loss patterns. Local and regional advertiser receivables are with smaller companies, sometimes with less credit history, represent smaller receivable balances per customer and have higher historical and expected credit loss patterns. The Company has smaller contracts with many local cinema advertiser clients that are not individually significant. Building subscriber receivables are with building owners and building management companies and represent much smaller receivable balances per customer and have higher historical and expected credit loss patterns. The Company also considers current economic conditions and trends to determine whether adjustments to historical loss rates are necessary. The Company also reserves for specific receivable balances that it expects to write off based on known concerns regarding the financial health of the customer. Receivables are written off when management determines amounts are uncollectible.

The Company hadno customers through which it sourced advertising revenue that accounted for more than 10% of the Company's gross outstanding receivable balance as of October 1, 2026 and January 1, 2026. During the three and nine months ended October 1, 2026, and the three and nine months ended September 25, 2025, the Company hadno customers that accounted for more than 10.0% of the Company's revenue.

Long-lived Assets—The Company assesses impairment of long-lived assets pursuant to ASC 360—Property, Plant and Equipment. This includes determining whether certain triggering events have occurred that could affect the value of an asset. The Company recorded $0.1 million, $0.0 million, $0.1 million and $0.0 million in write-offs related to long-lived assets during the three months ended October 1, 2026 and September 25, 2025, or the nine months ended October 1, 2026 and September 25, 2025, respectively.

Share-Based Compensation—The Company has issued stock options and restricted stock units to certain employees and its independent directors. The restricted stock unit and option grants for Company management vest upon the achievement of Company performance measures, market conditions and/or service conditions, while non-management grants vest only upon the achievement of service conditions. Compensation expense of restricted stock units that vest upon the achievement of Company performance measures is based on management’s financial projections and the probability of achieving the projections, which require considerable judgment. A cumulative adjustment is recorded to share-based compensation expense if management changes its estimate of the number of restricted stock units expected to vest in a specific period. Ultimately, the Company adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. Compensation expense of restricted stock units and options that vest upon achievement of certain market conditions is based on an estimate of the fair value of the granted restricted stock units or options on the grant date, which requires considerable judgment. The fair value of the granted restricted stock units or options is expensed over an estimated derived service period, which also requires considerable judgment. In accordance with ASC 718—Stock Compensation, the Company does not adjust the expense recognized to reflect the actual vested shares or options following the resolution of the market condition. Dividends are accrued when declared on unvested restricted stock units that are expected to vest and are only paid with respect to shares that actually vest. During the three and nine months ended October 1, 2026 and September 25, 2025,0.0 million,0.0 million,1.7 million and 1.5 million restricted stock units were granted, respectively. During the three and nine months ended October 1, 2026 and September 25, 2025,0.4 million,0.3 million,1.3 million and 1.3 million restricted stock units vested, respectively. Additionally, the Company recorded $2.4 million, $1.7 million, $6.4 million and $7.3 million in share-based compensation expense during the three and nine months ended October 1, 2026 and September 25, 2025, respectively, within ‘Network operating costs,’ ‘Selling and marketing costs’ and ‘Administrative and other costs’ within the unaudited Condensed Consolidated Statements of Operations or have been capitalized within ‘Property and equipment, net’ within the unaudited Condensed Consolidated Balance Sheets. Certain awards were modified resulting in incremental share-based compensation expense of $0.0 million, $0.0 million, $0.0 million and $0.4 million during the three and nine months ended October 1, 2026 and September 25, 2025, respectively.

Share Repurchase Program—On March 18, 2024, the Board of Directors of the Company approved a stock repurchase program under which the Company is authorized to use assets of the Company to repurchase up to $100.0 million of shares of the Company’s Common Stock, exclusive of any fees, commissions or other expenses related to such repurchases, from time to time over a period ofthree years. Shares may be repurchased under the program through open market purchases, block trades, or accelerated or other structured share repurchase programs. There were 0.0 million,0.0 million,0.3 million and 3.3 million shares repurchased on the open market during the three and nine months ended October 1, 2026 and September 25, 2025, respectively. As the Company elected to retire the shares, in accordance with ASC 505—Equity, upon their retirement, any excess over par value paid, inclusive of direct costs, was recorded as a reduction to retained earnings of $0.0 million, $0.0 million, $0.8 million and $18.8 million for the three and nine months ended October 1, 2026 and September 25, 2025, respectively. As of October 1, 2026,6.9 million shares have been repurchased on the open market since the program's inception.

Segment Reporting—Advertising is the principal business activity of the Company and is the Company’s only operating and reportable segment under the requirements of ASC 280—Segment Reporting. The Company’s Chief Executive Officer is the chief operating decision maker who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. The accounting policies of the one operating and reportable segment are described in the summary of significant accounting policies included in the Company's Form 10-K filed for the fiscal year ended January 1, 2026. The majority of segment revenues relate to services performed within the United States, with a minority performed in Canada. The Company’s segment assets are primarily generated and domiciled within the United States, with a small amount generated and domiciled in Canada.

The chief operating decision maker assesses performance for theone operating and reportable segment and decides how to allocate resources using consolidated net loss, as presented on the unaudited Condensed Consolidated Statements of Operations as ‘Consolidated net loss,’ among other measures. Consolidated net loss is presented herein as the primary measure as it most closely aligns with US GAAP. The chief operating decision maker uses consolidated net loss to decide whether to utilize profits to invest in the Company or to recommend actions to the Board of Directors such as stock repurchases or future dividends. Consolidated net loss is also utilized to monitor actual results as compared to budgeted expectations to assess the performance of the one operating and reportable segment and in establishing management’s compensation. The Company’s significant segment expenses are consistent with the operating expense financial statement line items as presented within the unaudited Condensed Consolidated Statements of Operations. The Company’s other segment items are consistent with the non-operating income and expense financial statement line items as presented within the unaudited Condensed Consolidated Statements of Operations.

The measure of segment assets used to allocate resources is total assets as reported on the unaudited Condensed Consolidated Balance Sheets, inclusive of cash and cash equivalents as well as accounts receivable as reported on the unaudited Condensed Consolidated Balance Sheets as ‘Cash and cash equivalents’ and ‘Receivables, net of allowance,’ respectively.

Capital Expenditures—Capital expenditures within the three and nine months ended October 1, 2026 and September 25, 2025 include digital applications being developed primarily by the Company’s programmers and outside consultants, capitalized software development or upgrades for the Company’s Digital Content Software, audience targeting and data management systems, cinema advertising management system, equipment required for the Company’s Customer Experience Center and content production and post-production facilities, office leasehold improvements, desktop equipment for use by employees, and in certain cases, the costs necessary to install equipment at or digitize all or a portion of a network affiliate’s theaters when they are added to the Company’s network. Capital expenditures, for the three and nine months ended October 1, 2026 and September 25, 2025, were $0.4 million, $1.0 million, $1.4 million and $3.4 million, respe ctively.

Foreign Currency Transactions—Results of operations for Captivate’s Canadian subsidiary where the Canadian dollar is the functional currency are translated into U.S. dollars each month using the average monthly exchange rate. Assets and liabilities from each subsidiary are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. The related translation adjustments are recorded in other comprehensive income.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The Company recognized foreign currency transaction losses of $0.0 million since September 18, 2026, for the three and nine months ended October 1, 2026. This balance is presented within 'Other non-operating income, net' within the unaudited Condensed Consolidated Statements of Operations.

Comprehensive Income—Components of comprehensive income are reported directly in the unaudited Condensed Consolidated Statements of Operations and relate to foreign currency translation adjustments.

Consolidation—NCM, Inc. consolidates the accounts of NCM LLC wherein NCM, Inc. is the primary beneficiary, under the provisions of ASC 810—Consolidation. Upon NCM LLC’s emergence from bankruptcy, it was determined that NCM, Inc. holds the current rights that give it power to direct activities of NCM LLC that most significantly impact NCM LLC’s economic performance and that NCM, Inc. has the rights to receive the significant benefits or the obligations to absorb potentially significant losses, resulting in NCM, Inc. having a controlling financial interest in NCM LLC. As a result, NCM, Inc. was deemed to be the primary beneficiary of NCM LLC and the Company has consolidated NCM LLC under the variable interest entity provisions of ASC 810—Consolidation. NCM, Inc. consolidates the accounts of Captivate under the provisions of ASC 810—Consolidationas a voting interest entity, as NCM, Inc. acquired 100% of the voting interests in Captivate on September 18, 2026. There were no changes in NCM, Inc.’s equity resulting from net income attributable to NCM, Inc. and transfers to or from noncontrolling interests for the three and nine months ended October 1, 2026 and September 25, 2025.

Recently Adopted Accounting Pronouncements

The Company did not adopt any accounting pronouncements during the three and nine months ended October 1, 2026.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”), which expands the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Under the new guidance, entities must disclose additional information about certain costs and expenses on an annual and interim basis to enable investors to develop more decision-useful financial analyses. This guidance is effective for issuances relating to periods beginning on and after December 15, 2026. The Company is still evaluating the expected impact this will have on the Company’s Consolidated Financial Statements, but does not believe this will have a material impact on the Company’s Consolidated Financial Statements.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internally developed software costs. Under the new guidance, the accounting will better align with how software is developed and eliminates the stage-based rules by establishing a principles-based framework consistent with modern software development practices. This guidance is effective for issuances on and after December 15, 2027. The Company is still evaluating the expected impact this will have on the Company’s Consolidated Financial Statements, but does not believe this will have a material impact on the Company’s Consolidated Financial Statements.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its unaudited Condensed Consolidated Financial Statements or notes thereto.

2. REVENUE FROM CONTRACTS WITH CUSTOMERS AND ACCOUNTS RECEIVABLE

Revenue Recognition

The Company derives revenue principally from the sale of advertising to national, regional and local businesses in the Noovie®show, the Company’s cinema advertising and entertainment pre-show seen on movie screens within the NCM® Network, the CineLife® Show seen within the Spotlight Cinema Network and through the Captivate® digital screen network in office and residential buildings. The Company also sells advertising through the LEN, a series of strategically placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. In addition, the Company sells data and digital advertising through the NCMx™ suite of products, NCM Boost℠, Boomerang℠, Bullseye℠ and Blueprint℠, as well as advertising in a variety of complementary out-of-home venues. The Company also has a long-term agreement to exhibit up to 90 seconds of advertising to satisfy the ESA Parties’ on-screen advertising commitments under their beverage concessionaire agreements at contractual rates outlined within the ESA. The Company, through Captivate, also derives revenue through subscription agreements with certain office and residential buildings to provide content within the buildings. Captivate also, at times, produces and delivers building specific content for a fee. Certain revenue share payments owed to the buildings are recorded as a reduction to revenue in accordance with GAAP.

The Company makes contractual guarantees to deliver a specified number of impressions to view the customers’ advertising. If the contracted number of impressions are not delivered, the Company will run additional advertising to deliver the contracted impressions at a later date. The deferred portion of the revenue associated with undelivered impressions is referred to as a make-good provision. The Company defers the revenue associated with the make-good provision until the advertising airs to the audience specified in the advertising contract or the make-good period expires.

The Company hastwo significant cinema advertising customer contracts with a term in excess of one year that are noncancellable as of October 1, 2026. The remaining performance obligation under these contracts is $2.3 million as of October 1, 2026 and represents commitments for future advertising services for which work has not been performed and revenues that are to be recorded in future periods. The Company expects to recognize all of its remaining performance obligation under these contracts within the nexttwo years. The Company has multiple building subscription contracts with a term in excess of one year that are noncancellable as of October 1, 2026. The remaining performance obligations under these contracts is $1.6 million as of October 1, 2026 and represents the expected subscription fees remaining under the agreements and revenues that are to be recorded in future periods. The Company expects to recognize all of its remaining performance obligation under these contracts which have a weighted average remaining term of 3.8 years. Agreements with a duration of less than one year or a duration of longer than one year that are cancellable are not considered within unsatisfied performance obligations as the Company elected to use the practical expedient in ASC 606-10-50-14 for those contracts.

Disaggregation of Revenue

The Company disaggregates revenue into the categories of cinema advertising and office/residential advertising as well as other revenue based on the venue where advertising is shown as well as the type of customer and the products and services included within a contract. This method of disaggregation is in alignment with how revenue is reviewed by management and reflects how revenue will be discussed with and disclosed to investors, subsequent to the Captivate Acquisition.

The following table summarizes revenue from contracts with customers for the three and nine months ended October 1, 2026 and September 25, 2025 (in millions):

Deferred Revenue and Unbilled Accounts Receivable

The deferred revenue balance increases upon issuance of invoices to customers and decreases upon delivery of services and the resulting recognition of revenue. Revenue recognized in the nine months ended October 1, 2026 that was included within the ‘Deferred revenue’ balance as of January 1, 2026, was $9.6 million. Revenue recognized in the nine months ended September 25, 2025 that was included within the ‘Deferred revenue’ balance as of December 26, 2024, was $22.7 million. Unbilled accounts receivable is classified as a current asset as it is expected to be billed within the next twelve months. As of October 1, 2026 and January 1, 2026, the Company had $3.9 million and $4.2 million in unbilled accounts receivable, respectively, within ‘Receivables, net of allowance’ within the unaudited Condensed Consolidated Balance Sheets.

Allowance for Credit Losses

The allowance for credit losses balance is determined separately for each pool of the Company’s receivables with similar risk characteristics. The Company has determined that the use of three pools, national advertisers, local/regional advertisers and building subscribers, is appropriate. The changes within the allowance for credit losses balances for the nine months ended October 1, 2026 and September 25, 2025, respectively, were as follows (in millions):

(1)The 'Provision for bad debt' balance within the 'Allowance for National Advertiser Receivables' and the 'Allowance for Building Subscription Receivables' pools includes the addition of the allowance for credit losses balance for Captivate's acquired receivables as of the acquisition date of September 18, 2026 through the quarter ended October 1, 2026.

3. (LOSS) INCOME PER SHARE

Basic (loss) income per share is computed on the basis of the weighted average number of shares of common stock outstanding. Diluted loss per share is computed on the basis of the weighted average number of shares of common stock outstan ding plus the effect of potentially dilutive common stock options and restricted stock units using the treasury stock method. The components of basic and diluted (loss) income per NCM, Inc. share are as follows:

There wereno exchangeable NCM LLC common units outstanding for the three and nine months ended October 1, 2026. The effect of the 0 and 1,160 weighted average exchangeable NCM LLC common units held by AMC, for the three and nine months ended September 25, 2025, respectively, have been excluded from the calculation of diluted weighted average shares and loss per NCM, Inc. share as they were anti-dilutive. NCM LLC common units do not participate in dividends paid on NCM, Inc.'s common stock. In addition, there were 7,245,476,6,028,264,7,245,476, and 6,028,264 stock options and non-vested restricted stock units outstanding for the three and nine months ended October 1, 2026 and September 25, 2025, respectively, which were excluded from the calculation as they were anti-dilutive. The Company’s non-vested (restricted) shares do not meet the definition of a participating security as the dividends will not be paid if the shares do not vest.

4. BUSINESS COMBINATIONS

Acquisition of Captivate Holdings, LLC and Captivate Network Holdings, Inc.

On September 18, 2026, the Company completed the acquisition of Captivate, the leading operator of digital video elevator and lobby advertising in North America, whereby the Company acquired 100.0% of Captivate in exchange for cash consideration as outlined below. This acquisition combines NCM LLC’s established leadership in cinema advertising with Captivate’s unrivaled office and residential footprint, creating the leading premium video and digital out-of-home advertising platform. The combination of the NCM LLC and Captivate networks brings together three complementary premium audiences coveted by advertisers: NCM LLC’s young, diverse moviegoing audience and Captivate’s affluent professional audience in both Class A office buildings and residential properties. Together, the combined platform provides advertisers with a single premium media partner capable of reaching consumers and business decision makers in high-attention environments.

The following table summarizes the consideration transferred to acquire Captivate(in millions):

(1)The escrow is expected to be released within approximately 90 days of the close of the acquisition of Captivate.

The following table summarizes the fair value of Captivate and provisional fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions). The provisional allocation of the purchase price was based upon a preliminary valuation, and the Company's estimates and assumptions are subject to change as valuations are finalized within the measurement period, which cannot extend beyond one year from the acquisition date.

(1)

(2)The Goodwill balance recognized of $109.3 million is partially related to the value of the assembled workforce which does not qualify for separate recognition as an intangible asset, as well as expected synergies from combining operations and projected growth of the acquired entity.

The provisional identifiable intangible assets of $183.3 million are subject to amortization. The following table summarizes the major classes of intangible assets acquired and their respective weighted-average estimated useful lives.

The acquired business contributed revenues of $2.5 million and a net loss of $1.7 million to the Company for the three and nine months ended October 1, 2026, respectively.

Acquisition of Spotlight Cinema Networks

On November 14, 2025, NCM LLC entered into the MIPA with Spotlight, a niche cinema advertising company, whereby the Company acquired 100.0% of Spotlight in exchange for cash consideration as outlined below. The acquisition of Spotlight added high-scale luxury screens and exhibitors that offer unique and engaging customer experiences to the Company’s platform, unlocking new advertising and preshow entertainment inventory.

The following table summarizes the consideration transferred to acquire Spotlight(in millions):

The contingent consideration was placed in an escrow account as of the acquisition date and will be released over the next three years as the required contract renewals are obtained for specified exhibitor agreements with upcoming expiration dates or as the exhibitors remain on the Spotlight Cinema Network for specified time periods. The fair value of the consideration and contingently returnable consideration are calculated utilizing the present value of payments by exhibitor probability weighted based on the respective estimated likelihood of renewal. The undiscounted maximum amount of contingent consideration is $1.6 million. Each period, the Company will revalue the contingently returnable consideration to its fair value and record the related changes in the unaudited Condensed Consolidated Statement of Operations. During the three and nine months ended October 1, 2026, the Company recorded a $0.1 million and $0.2 million increase, respectively, in the contingently returnable consideration. Changes in the contingently returnable consideration result from changes in assumptions regarding probabilities of successful achievement of exhibitor renewals, the estimated timing in which renewals are achieved and the discount rate used to estimate the fair value of the asset.

In connection with the acquisition of Spotlight Cinema Networks, the Company entered into transition agreements with various employees, transitional independent contractor agreements and a transition services agreement with one of the sellers. The expense related to these agreements is recognized as the underlying services are performed. For the three and nine months ended October 1, 2026, $0.0 million and $0.0 million was included within ‘Network operating costs,’ $0.0 million and $0.0 million was included within ‘Selling and marketing costs’ and $0.0 million and $0.2 million was included within ‘Administrative and other costs,’ respectively, as presented on the unaudited Condensed Consolidated Statements of Operations based upon the nature of the work being performed.

The following table summarizes the fair value of Spotlight and provisional fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions). The provisional allocation of the purchase price was based upon a preliminary valuation, and the Company's estimates and assumptions are subject to change as valuations are finalized within the measurement period, which cannot extend beyond one year from the acquisition date.

(1)

(2) The goodwill balance recognized of $0.6 million is primarily related to the value of the assembled workforce which does not qualify for separate recognition as an intangible asset. This goodwill was fully impaired in the three months ended October 1, 2026.

(3) Includes a working capital adjustment recorded during the three months ended July 2, 2026 that decreased accounts receivable, net by $0.1 million and increased goodwill by $0.1 million.

The acquired business contributed revenues of $2.0 million and $6.0 million and net loss of $0.4 million and $0.4 million to the Company for the three and nine months ended October 1, 2026, respectively.

Pro Forma Financial Information (Unaudited)

The following represents the pro forma Consolidated Statement of Operations as if the Spotlight acquisition had been included in the consolidated results of the Company for the entire period for the three and nine months ended September 25, 2025, as well as the pro forma financial information as if the Captivate Acquisition had been included in the consolidated results of the Company for the entire period for the three and nine months ended October 1, 2026 and September 25, 2025. The unaudited financials are presented for informational purposes only and are not necessarily indicative of future operations or results had the Spotlight acquisition been completed as of December 29, 2023 and the Captivate Acquisition been completed as of December 26, 2024.

5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company's goodwill consists of $109.3 million related to the acquisition of Captivate as of October 1, 2026 and $0.6 million related to the acquisition of Spotlight as of January 1, 2026. Please refer to Note 4—Business Combinationsfor further information regarding how these Goodwill balances were derived.

During the quarter ended October 1, 2026, the Company identified a triggering event of the Company's goodwill related to the decrease in stock price, under ASC 350-20—Goodwill. Management utilized an independent valuation specialist and industry accepted valuation models when calculating the fair value of the Company's two reporting units, NCM LLC and Captivate. The key assumptions used to derive the estimated fair values of the two reporting units, which include internal cash flow projections and the discount rate, represent Level 3 measurements. The internal cash flow projections include assumptions regarding the growth rate for revenue, attendance, costs and operating margin, which are based on various long-term financial and operational plans. Additionally, the discount rate used in our analysis is based on the weighted average cost of capital, driven by the prevailing interest rates and financing abilities as well as the identified risks and opportunities of the reporting units. The estimated fair value of NCM LLC calculated within the analysis was not in excess of the carrying value and therefore the $0.6 million of goodwill recorded under the NCM LLC reporting unit was fully impaired within the three months ended October 1, 2026. The estimated fair value of Captivate calculated within the analysis was in excess of the carrying value andno impairment of the goodwill within the Captivate reporting unit was recorded in the three months ended October 1, 2026. Such analysis required management to make estimates and assumptions based on historical data and consideration of future market conditions. Actual results may differ from the estimates and assumptions used, or conditions may change, which could result in impairment charges in the future.

Intangible Assets other than Goodwill

The Company’s intangible assets consist of contractual rights to provide its services within the theaters under the ESAs and network affiliates agreements, customer relationships developed and maintained by the Company’s sales force, trademarks held and used by the Company, Captivate's installed base, developed technology, noncompete agreements acquired and datasets acquired and used by the Company. The intangible assets are stated at their estimated fair values upon the reconsolidation of NCM LLC on August 7, 2023, net of accumulated amortization. Subsequently acquired intangible assets are recorded at cost, or in the case of acquisitions, their estimated fair value. The Company records amortization using the straight-line method over the contractual life of the intangibles, corresponding to the term of the ESAs, the average renewable term of the contract with the network affiliates, industry standard lives for customer relationships, trademarks, trade names, Captivate's installed base and developed technology, the contract length for noncompete agreements, and for the datasets, the shorter of the use rights outlined in the contract under which they were acquired and the estimated rate of obsolescence of the datasets' usefulness. In accordance with ASC 360—Property, Plant and Equipment, the Company continuously monitors the performance of the underlying assets for potential triggering events suggesting an impairment review should be performed.

During the quarter ended October 1, 2026, the Company identified a triggering event of the Company's intangible asset group related to the decrease in stock price, under ASC 360—Impairment and Disposal of Long-Lived Assets. Management estimated future undiscounted cash flows for the Company's intangible asset group based on projected attendance, operating screens and the expected useful lives of its intangible assets. The estimated future cash flows calculated within the analysis were in excess of the net book value of the Company’s intangible assets andno impairment was recorded in the quarter ended October 1, 2026. Such analysis required management to make estimates and assumptions based on historical data and consideration of future market conditions. Actual results may differ from the estimates and assumptions used, or conditions may change, which could result in impairment charges in the future.

Upon entering into the 2025 AMC Agreement, the Company determined that there was a triggering event for the Company’s intangible asset group, including the amount related to AMC, under ASC 360—Impairment and Disposal of Long-Lived Assets during the quarter ended June 26, 2025. Management estimated future undiscounted cash flows, including the impacts of the new fee structure under the 2025 AMC Agreement, which has been adjusted to be based on the attendance, the operating screens and the revenue generated by the Company through the advertising displayed in AMC's theaters beginning on July 1, 2025, and the increase in the useful life due to thefive year extension. The estimated future cash flows calculated within the analysis were well in excess of the net book value of the Company’s intangible assets andno impairment was recorded in the quarter ended June 26, 2025. Such analysis required management to make estimates and assumptions based on historical data and consideration of future market conditions. Actual results may differ from the estimates and assumptions used, or conditions may change, which could result in impairment charges in the future.

Common Unit Adjustments—In accordance with NCM LLC’s Common Unit Adjustment Agreement, on an annual basis NCM LLC determines the amount of common membership units to be issued to or returned by AMC (through April 17, 2025) and Cinemark based on the attendance associated with theater additions, new builds or dispositions during the previous year. In addition, NCM LLC’s Common Unit Adjustment Agreement requires that a Common Unit Adjustment occur for either AMC (through April 17, 2025) or Cinemark if its acquisition or disposition of theaters, in a single transaction or cumulatively since the most recent Common Unit Adjustment, results in an attendance increase or decrease in excess of two percent of the annual total attendance at the prior adjustment date. In the event that an adjustment is negative and either AMC or Cinemark did not have sufficient common membership units to return, the adjustment is satisfied in cash in an amount calculated pursuant to NCM LLC’s Common Unit Adjustment Agreement. Upon the issuance of common membership units, the Company records an addition to the intangible asset related to AMC and Cinemark’s respective ESAs equal to the fair market value of NCM, Inc.’s publicly traded stock as of the date on which the common membership units were issued. NCM LLC common membership units are fully convertible into NCM, Inc.’s common stock. Subsequent to April 17, 2025 and in accordance with the AMC Termination Agreement, AMC is no longer a party to the Common Unit Adjustment Agreement and will no longer receive NCM LLC Common Units.

During the first quarter of 2026, in accordance with the Common Unit Adjustment Agreement, NCM LLC calculated a reduction of common membership units for Cinemark. As Cinemark heldno membership units, the Company received cash of $0.5 million and a corresponding reduction of the intangible asset during the six months ended July 2, 2026 to settle the negative common membership unit adjustment.

During the first quarter of 2025, in accordance with the Common Unit Adjustment Agreement, NCM LLC calculated a reduction of common membership units for AMC and Cinemark to be settled on April 2, 2025. Cinemark, who heldno membership units, remitted cash to settle the negative common membership unit adjustment. In connection with the Common Unit Adjustment Agreement and the AMC Termination Agreement, AMC returned all of its units and was forgiven any remaining negative common unit adjustment. These transactions resulted in a reduction of the intangible asset of $0.1 million during the year ended January 1, 2026.

Integration Payments and Other Encumbered Theater Payments—If an existing on-screen advertising agreement with an alternative provider is in place with respect to any acquired theaters (“Encumbered Theaters”), the applicable ESA party, AMC (through April 17, 2025) or Cinemark, may elect to receive common membership units related to those Encumbered Theaters in connection with the Common Unit Adjustment. If the ESA party makes this election, then they are required to make payments on a quarterly basis in arrears in accordance with certain run-out provisions pursuant to the ESAs (“integration payments”). Integration payments were calculated based upon the advertising cash flow that the Company would have generated if it had exclusive access to sell advertising in the theaters with pre-existing advertising agreements. The ESAs with AMC and Cinemark additionally entitle NCM LLC to payments related to their on-screen advertising commitments under their beverage concessionaire agreements for Encumbered Theaters. The encumbered beverage payments are also accounted for as a reduction to the intangible asset related to the ESAs. Given that the Carmike Cinemas, Inc. (“Carmike”) theaters acquired by AMC are subject to an existing on-screen advertising agreement with an alternative provider, AMC made integration payments and encumbered beverage payments to NCM LLC prior to the 2025 AMC Agreement. Upon the effectiveness of the 2025 AMC Agreement, and assuming the opt out provision is not exercised, AMC is no longer required to make integration payments, and the $10.6 millionin accrued integration payments owed by AMC was forgiven. The Company recorded the forgiveness of the receivable as an increase to the ESA Party intangible asset, during the quarter ended

June 26, 2025, in accordance with the lease modification guidance outlined in ASC 842—Leases. Prior to the effectiveness of the 2025 AMC Agreement, during the three and nine months ended September 25, 2025, the Company recorded a reduction to net intangible assets of $0.0 million and 0.6 million, respectively, and AMC and Cinemark paid a total of $0.2 million and $0.7 million, respectively, in integration and Encumbered Theater payments. No reduction to net intangible assets was recorded andno payments were received during the three and nine months ended October 1, 2026.

The following table summarizes the Company's intangible assets, accumulated amortization and remaining useful lives as of October 1, 2026:

The following table summarizes the Company's intangible assets, accumulated amortization and remaining useful lives as of January 1, 2026:

The estimated aggregate amortization expense for the remainder of fiscal 2026 is $14.4 million, $57.4 million for fiscal year 2027, $57.0 million for fiscal year 2028, $48.7 million for fiscal year 2029 and $32.6 million for fiscal year 2030.

6. RELATED PARTY TRANSACTIONS

AC JV, LLC Transactions—In December 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability company, AC JV, LLC, owned 32% each by AMC, Cinemark and Regal and 4% by NCM LLC. The Company accounts for its investment in AC JV, LLC under the equity method of accounting in accordance with ASC 323-30, Investments—Equity Method and Joint Ventures (“ASC 323-30”) because AC JV, LLC is a limited liability company with the characteristics of a limited partnership and ASC 323-30 requires the use of equity method accounting unless the Company’s interest is so minor that it would have virtually no influence over partnership operating and financial policies. Although NCM LLC does not have a representative on AC JV, LLC’s Board of Directors or any voting, consent or blocking rights with respect to the governance or operations of AC JV, LLC, the Company concluded that its interest was more than minor under the accounting guidance. The Company’s investment in AC JV, LLC was $1.0 million and $0.8 million as of October 1, 2026 and January 1, 2026, respectively. During the three and nine months ended October 1, 2026 and September 25, 2025, NCM LLC received cash distributions from AC JV, LLC of $0.2 million, $0.4 million, $0.5 million and $0.5 million, respectively. Equity in earnings from AC JV, LLC were $0.2 million, $0.1 million, $0.8 million and $0.4 million, for the three and nine months ended October 1, 2026 and September 25, 2025, respectively, and are included in “Other non-operating income, net” in the unaudited Condensed Consolidated Statements of Operations.

Mercurius Media Capital LP. Transactions—In January 2025, the Company entered into an agreement with Mercurius Media Capital LP. (“MMC LP”) whereby NCM LLC will provide advertising services in exchange for ownership interests in the limited partnership. The ownership interests received are part of a fund with annual installments. The ownership of each installment of the fund is determined at the completion of each year. During the three months ended April 2, 2026, the Company determined its ownership of the 2025 fund,10.6%, reached an interest that will require the Company to account for the investment in the 2025 fund of MMC LP in accordance with ASC 323-30. The Company’s equity method investment in the 2025 fund of MMC LP was $1.8 million and $1.7 million as of October 1, 2026 and January 1, 2026, respectively. The Company elected, in accordance with ASC 323, to record all activity on a one quarter lag due to the timing of the availability of necessary reporting from MMC LP. Equity in earnings from MMC LP were $0.0 million and $0.1 million for the three and nine months ended October 1, 2026, respectively.

The Company’s cost method investment in the 2026 fund of MMC LPwas $0.6 million and $0.0 million as of October 1, 2026 and January 1, 2026, respectively. The Company recognized revenue related to the advertising services provided in exchange for equity interests in the cost method investment related to the 2026 fund of $0.3 million and $0.6 million for the three and nine months ended October 1, 2026, respectively.

Looking Glass Media—As part of the acquisition of Spotlight, the Company acquired a 25.0% ownership of Looking Glass Media, a local sales organization specializing in cinema advertising. Looking Glass Media sells local cinema advertising on Spotlight's behalf. The Company recognized revenue of $0.0 million and $0.2 million in thethree and nine months ended October 1, 2026. This revenue represents the portion of the proceeds collected by Looking Glass Media remitted to Spotlight for delivering the respective ads on the Spotlight Cinema Network. As of October 1, 2026 and January 1, 2026, respectively, the Company had an accounts receivable balance with Looking Glass Media of $0.1 million and $0.3 million included within “Receivables, net of allowance” on the unaudited Condensed Consolidated Balance Sheets.

7. BORROWINGS

The following table summarizes total outstanding debt, as of October 1, 2026 and January 1, 2026, and the significant terms of its borrowing arrangements (in millions):

(1)

The interest rates on the 2025 Credit Facility are described below.

(2)

The interest rates on the 2026 Credit Agreement are described below.

2026 Credit Agreement—On September 18, 2026, NCM Holdings, together with NCM LLC and Captivate, as borrowers, entered into the 2026 Credit Agreement with Crestline Direct Finance, L.P. as administrative agent and collateral agent, whereby NCM Holdings borrowed, under the 2026 Term Loan Facility, an original aggregate principal amount equal to $275.0 million and established the 2026 Revolving Credit Facility with a maximum availability of $25.0 million. As of October 1, 2026, NCM LLC had an outstanding balance of $275.0 million under the 2026 Term Loan Facility and $10.0 million under the 2026 Revolving Facility. Upon execution of the 2026 Credit Agreement, the Company recorded $8.6 million of debt issuance costs. As of October 1, 2026, NCM Holdings' maximum availability under the $25.0 million 2026 Revolving Facility was $14.3 million, net of letters of credit of $0.7 million and the outstanding balance of $10.0 million.

Borrowings under the 2026 Credit Agreement were used to (i) finance all or a portion of the Captivate Acquisition (including to repay or otherwise satisfy certain indebtedness of Captivate), (ii) refinance NCM LLC’s existing credit agreement with U.S. Bank

National Association and (iii) pay fees and expenses in connection with the Captivate Acquisition, any refinancing and the incurrence of the 2026 Credit Agreement. Going forward, the 2026 Revolving Facility may be used for working capital, capital expenditures and other general corporate purposes. The 2026 Revolving Facility also has a $5.0 million sublimit for the issuance of letters of credit.

The 2026 Credit Agreement matures on September 18, 2031. Outstanding loans under the 2026 Credit Agreement will bear interest at a margin over a reference rate selected at the option of the borrower. The margin for the 2026 Credit Agreement will be 7.00% per annum for SOFR borrowings and 6.00% per annum for base rate borrowings. The provisions of the 2026 Term Loan Facility provide that, from and after September 18, 2026 until the second anniversary of September 18, 2026, the Company may elect to pay a portion of the margin (for any interest period ending prior to the second anniversary of the closing date) not exceeding 2.00% as paid-in-kind interest (the “PIK Election”), and to the extent the Company shall have made such PIK Election, the margin with respect to the 2026 Term Loan Facility will be 7.50% per annum for SOFR borrowings and 6.50% per annum for base rate borrowings. A commitment fee of 0.50% is payable quarterly in arrears based on the average daily amount of the undrawn portion of the 2026 Revolving Facility. The 2026 Term Loan Facility will amortize in equal quarterly installments in aggregate annual amounts equal to 2.50% of the original principal amount in each of the first three years of the 2026 Term Loan Facility, and 5.00% of the original principal amount in each of the last two years of the 2026 Term Loan Facility. The 2026 Credit Agreement also provides for mandatory prepayments from the net proceeds of certain asset dispositions, debt issuances and casualty and condemnation events, and from a percentage of excess cash flow, subject to certain reinvestment rights and other exceptions. If NCM Holdings makes certain voluntary prepayments of the 2026 Term Loan Facility prior to the third anniversary of September 18, 2026, the principal amount prepaid is subject to a prepayment premium of (i)3.00% during the first year following the September 18, 2026, (ii)2.00% during the second year following the September 18, 2026 and (iii)1.00% during the third year following the September 18, 2026.

NCM Holdings' existing and future subsidiaries are required to guarantee the repayment of obligations under the 2026 Credit Agreement. The obligations of NCM Holdings under the 2026 Credit Agreement are secured by a pledge of substantially all of the assets of NCM Holdings, subject to certain customary exclusions. The 2026 Credit Agreement is subject to a financial covenant permitting a maximum Total Net Leverage Ratio of 5.00:1.00, with (i) a step-down to 4.75:1.00 as of the end of the fiscal quarter ending June 30, 2028, and (ii) a step-down to 4.50:1.00 as of the end of the fiscal quarter ending December 31, 2029. As of October 1, 2026, NCM Holdings’ total net leverage ratio was 4.38 to 1.0 (versus the required ratio of less than 5.00 to 1.00). The 2026 Credit Agreement is subject to customary affirmative and negative covenants for financings of this type, including limitations on incurring additional debt, granting or permitting additional liens, making investments and acquisitions, merging or consolidating with others, disposing of assets, paying dividends and distributions, paying subordinated indebtedness and entering into affiliate transactions. The 2026 Credit Agreement also includes events of default customary for facilities of this type, including, among other things, payment defaults, material inaccuracy of representations, covenant defaults, cross defaults to material indebtedness, bankruptcy events, material judgments and change of control. Upon the occurrence of such events of default, subject to customary cure rights (including an equity cure right), all outstanding loans under the 2026 Credit Agreement may be accelerated and/or the Lenders’ commitments may be terminated.

The 2026 Credit Agreement also contains representations and warranties of NCM Holdings customary for financings of this type, with which NCM Holdings was in compliance as of October 1, 2026. These representations and warranties have been made solely for the benefit of the lenders and such representations and warranties should not be relied on by any other person, including investors. In addition, such representations and warranties (i) have been qualified by disclosures made to the lenders in connection with the 2026 Credit Agreement, (ii) are subject to the materiality standards contained in the 2026 Credit Agreement, which may differ from what may be viewed as material by investors, (iii) were made only as of the date of the 2026 Credit Agreement or such other date as is specified in the 2026 Credit Agreement and (iv) will be secured by a pledge of substantially all assets of NCM Holdings, including, without limitation, accounts receivables, deposit accounts, intellectual property, investment property, inventory, equipment and equity interests in their respective subsidiaries.

2025 Credit Facility—On January 24, 2025, NCM LLC, as borrower, entered into a Loan and Security Agreement with U.S. Bank National Association, as lender. The agreement provided for a $45.0 million senior secured revolving credit facility that matured on January 24, 2028. On September 18, 2026, NCM LLC repaid the full $12.0 million outstanding under the 2025 Credit Facility, terminated the agreement and recorded a loss on debt extinguishment of $0.5 million within the three months ended October 1, 2026.

Borrowings under the 2025 Credit Facility could be used for, among other things, working capital and other general corporate purposes of NCM LLC and bore interest at a floating rate equal to term SOFR (subject to a floor ofzero) plus an applicable margin of 2.00%, which was subject to increase by an additional 2.00% upon the occurrence of an event of default. A commitment fee of 0.25% was payable quarterlyin arrears based on the average daily amount of the undrawn portion of the commitments under the 2025 Credit Facility for the preceding quarter. The 2025 Credit Facility had a $5.0 million sublimit for the issuance of letters of credit. Fees were payable on outstanding letters of credit at a per annum rate equal to 2.00%, plus certain customary fees payable in connection with the issuance, amendment, renewal and extension of letters of credit and the processing of drawings thereunder.

Certain of NCM LLC’s future subsidiaries (collectively, the “Guarantors”) were required to guarantee the repayment of NCM LLC’s obligations under the 2025 Credit Facility. The obligations of NCM LLC and any such Guarantors with respect to the 2025 Credit Facility were secured by a pledge of substantially all assets of NCM LLC and each of the Guarantors, including, without limitation, accounts receivables, deposit accounts, intellectual property, investment property, inventory, equipment and equity interests in their respective subsidiaries.

The 2025 Credit Facility contained affirmative and negative covenants customary for financings of this type, with which NCM LLC was in compliance at termination, including limitations on NCM LLC’s and its subsidiaries ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, make equity repurchases, pay subordinated indebtedness and enter into affiliate transactions. In addition, the 2025 Credit Facility contained financial covenants requiring NCM LLC to maintain a maximum leverage ratio of no greater than 2.25 to 1.00 and a minimum fixed charge coverage ratio of no less than 1.50 to 1.00, each measured on a quarterly basis. The 2025 Credit Facility also included events of default customary for facilities of this type and upon the occurrence of such events of default, subject to customary cure rights, all outstanding loans under the 2025 Credit Facility could be accelerated and/or the Company’s commitments terminated. The 2025 Credit Facility also contained representations, warranties and events of defaults customary for this type of facility.

8. INCOME TAXES

Acquisition of Captivate—On September 18, 2026, the Company completed the Captivate Acquisition through the acquisition of the equity interests in three blocker entities (Captivate Network Holdings, Inc., Captivate Network Holdings II, Inc., and Captivate Network Holdings III, Inc., collectively referred to as the “Blocker Entities”) and the direct purchase of Class A common units. Upon the acquisition of Captivate, the Company recognized a deferred tax liability of $47.7 million related to the excess of the book basis over the tax basis in the Company's investment in Captivate and a corresponding increase to 'Goodwill' on the unaudited Condensed Consolidated Balance Sheet. The deferred tax liability was partially offset by deferred tax assets of $182.4 million net of a valuation allowance of $140.0 million, resulting in $5.3 million presented within 'Deferred tax liability, net' on the unaudited Condensed Consolidated Balance Sheet. The Company maintained a full valuation allowance against the portion of the deferred tax assets not supported by taxable temporary differences, as it remains more-likely-than-not that those benefits will not be realized.

The Company is continuing to evaluate the tax attributes acquired in the transaction, including the final determination of the outside basis differences and any potential limitations under IRC Section 382. Any material adjustments to the provisional amounts recorded in conjunction with the purchase accounting will be reflected within the one year measurement-period allotted under ASC 805.

For the three and nine months ended October 1, 2026, the tax receivable agreement (“TRA”) liability increased $36.4 million and $36.1 million, respectively, driven primarily by incorporating estimated taxable income projections of the acquired Captivate business and from extending the NCM, Inc. taxable-income projections for the full remaining term of the TRA, based on the Company's current long-term forecasts, including increased box office consistency and cinema business stabilization as well as the growth profile of the Captivate business. The methodology used to determine the TRA liability incorporated management estimates, including estimates of the Company's future cash flows and was calculated utilizing industry standard methodology based on the expected utilization of tax attributes over the TRA term using current tax forecasts.

Changes in the Company’s Effective Tax Rate—The Company recorded income tax benefit of $42.3 million for the three and nine months ended October 1, 2026 associated with the Captivate Acquisition, and $0.0 million for the three and nine months ended September 25, 2025, resulting in an effective tax rate of 71.3%,43.1%,0.0% and 0.0% for these periods, respectively. The Captivate Acquisition did not result in the recognition of current tax expense in the three or nine months ended October 1, 2026. The Company’s effective tax rate remained at 0.0%, reflecting the continued full valuation allowance on the Company’s remaining net deferred tax assets.

9. COMMITMENTS AND CONTINGENCIES

Legal Actions—The Company is subject to claims and legal actions in the ordinary course of business. The Company believes such claims will not have a material adverse effect individually or in the aggregate on its financial position, results of operations or cash flows.

Operating Commitments—Facilities—The Company has entered into operating lease agreements for its corporate headquarters and other regional offices. The Company has right-of-use (“ROU”) assets of $11.3 million and short-term and long-term lease liabilities of $1.6 million and $11.6 million, respectively, on the balance sheet as of October 1, 2026, for all material leases with terms longer than twelve months. As of January 1, 2026, the Company had ROU assets of $8.8 million and short-term and long-term lease liabilities of $1.5 million and $9.3 million, respectively, for all material leases with terms longer than twelve months. These balances are included within ‘Other assets’, ‘Other current liabilities’ and ‘Long-term lease liabilities’, respectively, on the unaudited Condensed Consolidated Balance Sheets. As of October 1, 2026, the Company had a weighted average remaining lease term of 8.2 years on these leases. When measuring the ROU assets and lease liabilities recorded, the Company utilized its incremental borrowing rate in order to determine the present value of the lease payments as the leases do not provide an implicit rate. The Company used the rate of interest that it would have paid to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. As of October 1, 2026, the Company’s weighted average annual discount rate used to establish the ROU assets and lease liabilities was 5.0%.

During the three and nine months ended October 1, 2026 and September 25, 2025, the Company recognized the following components of total lease cost (in millions). These costs are presented within ‘Selling and marketing costs’ and ‘Administrative and other costs’ within the unaudited Condensed Consolidated Statements of Operations depending upon the nature of the use of the facility.

The Company made total lease payments of $0.4 million, $0.6 million, $1.4 million, and $1.6 million during the three and nine months ended October 1, 2026 and September 25, 2025, respectively. These payments are included within cash flows from operating activities within the unaudited Condensed Consolidated Statements of Cash Flows.

Operating Commitments—ESAs and Affiliate Agreements—The Company has entered into long-term ESAs and multi-year agreements with third-party theater circuits. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. The Company recognized the intangibles upon the reconsolidation of NCM LLC on August 7, 2023. Additions to the intangible assets may be recognized upon issuance of membership units to Cinemark in accordance with NCM LLC’s Common Unit Adjustment Agreement and upfront cash payments to the affiliates for the contractual rights to provide the Company’s services within their theaters as further discussed within Note 5—Intangible Assets. These ESAs and network affiliate agreements are considered leases under ASC 842—Leases(“ASC 842”) once the asset is identified and the period of control is determined upon the scheduling of the showtimes by the exhibitors, typically one week prior to the showtime. As such, the leases are considered short-term in nature, specifically less than one month. Under ASC 842, leases with terms of less than one month are exempt from the majority of the accounting and disclosure requirements, including disclosure of short-term lease expense. No ROU assets or lease liabilities were recognized for these agreements and no change to the balance sheet presentation of the intangible assets was necessary. However, the amortization of these intangible assets is considered lease expense and is presented within ‘Amortization expense’ within the unaudited Condensed Consolidated Statements of Operations. The Company recorded $4.3 million, $4.3 million, $12.9 million, and $14.6 million in amortization of these intangible assets in the three and nine months ended October 1, 2026 and September 25, 2025, respectively.

In consideration for NCM LLC’s access to the ESA Parties’ and network affiliate's theater attendees for on-screen advertising and use of lobbies and other space within the exhibitors’ theaters for the LEN and lobby promotions, the ESA Parties and network affiliates receive payments based either upon number of attendees (pre or post-showtime), a revenue share, a fee per screen or digital screen or a combination, including a minimum revenue guarantee per attendee. Many of these agreements contain increases annually or every five years to the respective fee structures or guaranteed minimums, either per patron, per theater and/or per digital screen in a range from 2% to 8% depending upon the underlying agreement. The theater access fee paid in the aggregate to Cinemark cannot be less than 12% of NCM LLC’s aggregate advertising revenue (as defined in the ESA), or it will be adjusted upward to reach this minimum payment. As of October 1, 2026 and January 1, 2026, the Company hadno liabilities recorded for the minimum payment, as the theater access fee was in excess of the minimum. The Company does not owe any theater access fees or revenue share when the theaters are not displaying the Company's pre-show or when the Company does not have access to the theaters. The digital screen fee is calculated based upon average screens in use during each month. As part of the AMC 2025 Agreement, the Company will modernize certain lobbies within AMC's theaters, which will require the Company to expend refurbishment costs in connection with equipment upgrades.

As part of the network affiliate agreements entered into in the ordinary course of business under which the Company sells advertising for display in various network affiliate theater chains, the Company has agreed to certain minimum revenue guarantees on a per attendee basis. If a network affiliate achieves the attendance set forth in their respective agreement, the Company has guaranteed minimum revenue for the network affiliate per attendee if the amount paid under the revenue share arrangement is less than the guaranteed amount. As of October 1, 2026, the maximum potential amount of future payments the Company could be required to make pursuant to the minimum revenue guarantees is $270.0 million over the remaining terms of the network affiliate agreements, contingent upon the achievement of network affiliate minimum attendance thresholds. These minimum guarantees apply to various affiliate agreements ranging in term fromtwo years tofifteen years, prior to any renewal periods of which some are at the option of the Company. The Company accrued $1.9 million and $1.1 million related to affiliate agreements with guaranteed minimums in excess of the revenue share agreement as of October 1, 2026 and January 1, 2026, respectively, within ‘Accounts payable’ in the unaudited Condensed Consolidated Balance Sheet. As the guaranteed minimums are based upon agreed upon minimum attendance or affiliate revenue levels, the Company will not incur minimum revenue share fees if the minimum theater attendance or revenue levels are not met by the affiliate.

Operating Commitments—Building Agreements—Agreements where Captivate's content and advertising is displayed on third-party screens are considered a lease under ASC 842, whereby the revenue share is considered the fee to obtain access to the screens. Under ASC 842, when a lease contains only variable consideration, no ROU assets or lease liabilities are recognized until the variability is resolved, which in this case, is subsequent to use of the screens. As such, no ROU asset or lease liability is recognized. The revenue share related to these arrangements is considered lease expense and is presented as contra revenue within ‘Net revenue’ within the unaudited Condensed Consolidated Statements of Operations. The Company recorded $0.0 million and $0.0 million in lease expense related to these revenue share arrangements in the three and nine months ended October 1, 2026, respectively.

10. FAIR VALUE MEASUREMENTS

All current assets and liabilities are estimated to approximate their fair value due to the short-term nature of these balances. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Non-Recurring Measurements—Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. These assets include long-lived assets, intangible assets, other investments, notes receivable and borrowings.

Long-Lived Assets, Intangible Assets and Other Investments—The Company regularly reviews long-lived assets (primarily property and equipment), intangible assets and investments accounted for under the cost or equity method for impairment whenever certain qualitative factors, events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. When the estimated fair value is determined to be lower than the carrying value of the asset, an impairment charge is recorded to write the asset down to its estimated fair value.

Other investments consisted of the following (in millions):

The investment in AC JV, LLC was initially valued using comparative market multiples. The investment in MMC LP was initially valued at the fair value of the services provided or to be provided in exchange for the investment. The other investments were also recorded based upon the fair value of the services provided or to be provided in exchange for the investment. As the inputs to the determination of fair value are based upon non-identical assets and use significant unobservable inputs, they have been classified as Level 3 in the fair value hierarchy. The increase in Other investments is due to the advertising services performed in exchange for equity in various companies during the nine months ended October 1, 2026. During the nine months ended October 1, 2026 and September 25, 2025, no observable price changes or impairments have been recorded as a result of the Company’s qualitative assessment of identified events or changes in the circumstances of the remaining investments.

Borrowings—The carrying amount of the 2026 Revolving Credit Facility and 2026 Term Loan Facility as of October 1, 2026 and the 2025 Credit Facility as of January 1, 2026 is considered a reasonable estimate of fair value due to their floating-rate terms.

Recurring Measurements—All current assets and liabilities are estimated to approximate their fair value due to the short-term nature of these balances. The Company hadno assets and liabilities measured on a recurring basis pursuant to ASC 820-10 Fair Value Measurements and Disclosures as of October 1, 2026 and January 1, 2026.