National CineMedia, Inc.

Ownership of the common stock and other securities of the Company involves certain risks. You should carefully consider the following material risks and other information in this document, including our historical financial statements and related notes included herein and the risk factors as previously disclosed in our Quarterly Report on Form 10-Q filed with the SEC on May 12, 2026 for the three months ended April 2, 2026 and our Annual Report on Form 10-K filed with the SEC on February 26, 2026 for the fiscal year ended January 1, 2026. The material risks and uncertainties described in our Annual Report on Form 10-K and this document are not the only ones facing us. If any of the risks and uncertainties described in our Annual Report on Form 10-K, our Quarterly Report on Form 10-Q for the three months ended April 2, 2026 and this document actually occur, our business, financial condition and results of operations could be adversely affected in a material way. This could cause the trading price of our common stock to decline, perhaps significantly, and you may lose part or all of your investment.

Risks Related to the Captivate Acquisition

We may not realize the anticipated benefits of the Captivate Acquisition, including anticipated cost and revenue synergies, within the expected time frame or at all, and integrating Captivate may be more difficult, costly or time-consuming than expected.

On September 18, 2026, NCM Holdings, LLC, our wholly owned subsidiary, completed the acquisition of all of the outstanding equity interests of Captivate Holdings, LLC and Captivate Network Holdings, Inc. (together with their subsidiaries, “Captivate”) for an enterprise value of $275.0 million in cash, subject to customary net working capital and other purchase price adjustments (the “Captivate Acquisition”), pursuant to a Securities Purchase Agreement and Plan of Merger (the “Purchase Agreement”). We financed the Captivate Acquisition with borrowings under the 2026 Credit Facilities and cash on hand.

The success of the Captivate Acquisition will depend on our ability to continue to grow Captivate’s building network and advertising base, and on our ability to realize anticipated benefits from integrating Captivate’s business with our cinema advertising platform. Those benefits include offering advertisers access to a broader premium video platform through both direct and programmatic buying channels; creating incremental, cross-selling opportunities across national and local advertising clients; and achieving anticipated annual run-rate cost synergies. Captivate’s advertising business and growth potential may be adversely affected by digital out of home industry headwinds, such as global sporting events or agency consolidation; changes in office occupancy and utilization, including effects from pandemics or other public health events; and building footprint volatility from third-party managed networks or widespread effects of aging technology infrastructure. Further, the integration process may present material challenges, including:

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combining sales organizations, sales strategies and advertising products,

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retaining advertising clients, agency relationships and building owner and property manager relationships during the integration;

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integrating or consolidating information technology, advertising management, data, measurement and financial reporting systems;

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eliminating duplicative corporate overhead and consolidating executive and administrative functions without disrupting operations;

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retaining key employees and managing differing company benefits programs and policies; and

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the diversion of management’s attention from our core advertising business and other strategic initiatives.

Many of these factors are outside of our control. The integration process is complex and may materially disrupt our sales, finance, human resources, operations, technology, marketing, and executive teams. Even if we successfully integrate Captivate, we may not realize the anticipated synergies or other benefits within the expected time frame, or at all, and the costs of achieving them may exceed our estimates. Our expectations for the Captivate Acquisition were based on assumptions about, among other things, Captivate’s historical growth, office and residential occupancy trends and advertiser demand, which may prove to be inaccurate. If we fail to realize the anticipated benefits, our business, financial condition and results of operations, our ability to service our indebtedness and the market price of our common stock could be adversely affected.

We may be subject to unknown or contingent liabilities of Captivate, and our recourse under the Purchase Agreement is limited.

We purchased the equity of Captivate in the Captivate Acquisition and as a result we assumed all of Captivate’s liabilities, including liabilities that were unknown at the time of the Captivate Acquisition or that we underestimated in our due diligence, such as liabilities related to taxes, employment matters, compliance with law, data privacy and security, intellectual property, and contracts with building owners, advertisers and vendors. We obtained a representation and warranties insurance policy in connection with the Captivate Acquisition, which is our primary source of recovery for breaches by the sellers and Captivate’s representations and warranties in the Purchase Agreement. The policy is subject to customary exclusions and retention and coverage limits and may not cover all losses we incur. In addition, $5.0 million of the purchase price was deposited into an escrow account as the sole source of recovery for post-closing purchase price adjustments. If we incur liabilities that are not covered by insurance or the escrow, we may bear the full cost, which could adversely affect our business, financial condition and results of operations.

We have recorded significant goodwill and other intangible assets in connection with the Captivate Acquisition, which could become impaired.

In connection with the Captivate Acquisition, we recorded $109.3 million of goodwill and $183.3 million of other intangible assets, including customer relationships, trade name, installed base and developed technology. We are required to test goodwill for impairment at least annually, and to test goodwill and other long-lived assets more frequently if events or changes in circumstances indicate that their carrying amount may not be recoverable. Declines in office occupancy, the loss of significant building locations or advertisers, a failure to achieve anticipated synergies, sustained declines in our market capitalization or other adverse changes in our business or in the markets in which Captivate operates could result in impairment charges, which could be material to our results of operations in the period recognized.

Risks Related to Our Indebtedness

The substantial indebtedness of NCM LLC and Captivate could adversely affect our financial condition, limit our flexibility in operating our business and prevent us from fulfilling our obligations.

On September 18, 2026, in connection with the Captivate Acquisition, NCM Holdings, LLC, NCM LLC, Captivate Holdings, LLC and Captivate, LLC, as borrowers, entered into a credit agreement (the “2026 Credit Agreement”) with Crestline Direct Finance, L.P., as administrative agent and collateral agent, and the lenders party thereto. The 2026 Credit Agreement provides for a $275.0 million senior secured first lien term loan facility (the “2026 Term Loan Facility”) and a $25.0 million senior secured revolving credit facility (the “2026 Revolving Credit Facility” and, together with the 2026 Term Loan Facility, the “2026 Credit Facilities”), each maturing on September 18, 2031. We used borrowings under the 2026 Credit Facilities, together with cash on hand, to fund the Captivate Acquisition, to repay in full and terminate the 2025 Credit Facility and to pay related fees and expenses. As of October 1, 2026, we had approximately $285.0 million of indebtedness outstanding under the 2026 Credit Facilities, consisting of $275.0 million under the 2026 Term Loan Facility and $10.0 million under the 2026 Revolving Credit Facility. Our total net leverage ratio, as defined in the 2026 Credit Agreement, was 4.38 to 1.00 as of October 1, 2026.

If the Company is unable to meet its debt service obligations, comply with the financial maintenance covenants, or the other restrictive affirmative and negative covenants that, among other things, limit our ability to incur additional indebtedness, grant liens, make investments and acquisitions, merge or consolidate, dispose of assets, pay dividends and make other distributions, prepay subordinated indebtedness and enter into transactions with affiliates, then we could be forced to restructure or refinance the obligations, seek additional equity financing or sell assets. This would also restrict our ability to receive distributions, to make other investments in the business, and result in other negative consequences. This substantial indebtedness could also have other important consequences, including:

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requiring us to dedicate a substantial portion of the cash flow from operations of NCM LLC and Captivate to the payment of principal and interest, including scheduled quarterly amortization of the 2026 Term Loan Facility equal to 2.5% per annum of its original principal amount for the first three years and 5.0% per annum thereafter, and mandatory prepayments from a percentage of our excess cash flow. This reduces the funds available for working capital, capital expenditures, investments in our digital and digital out-of-home strategy, acquisitions, and dividends and share repurchases;

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limiting our ability to obtain financing in the future;

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limiting our liquidity and operational flexibility in changing economic, business and competitive conditions, which could require us to defer planned capital expenditures, reduce discretionary spending, sell assets, restructure existing debt or defer acquisitions or other strategic opportunities;

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making us more vulnerable to increases in interest rates, declines in theater attendance or office occupancy, a downturn in operating performance or a decline in general economic conditions; and

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limiting our ability to pay dividends or repurchase our common stock. In connection with the Captivate Acquisition, we paused our quarterly dividend and our share repurchase program, and we intend to prioritize the use of free cash flow to reduce our indebtedness. There can be no assurance as to whether or when we will resume paying dividends or repurchasing shares.

The restrictions and covenants in the 2026 Credit Agreement may also prevent us from taking actions that we believe would help us grow our business or respond to changes in market conditions, including pursuing acquisitions, investing in new advertising products or returning capital to our stockholders. Subject to any applicable cure periods, a breach of any covenants, a failure to make required payments, a change of control or the occurrence of an event of default under the 2026 Credit Agreement could permit the lenders to declare all outstanding amounts immediately due and payable under the 2026 Credit Agreement and to terminate their commitments under the 2026 Revolving Credit Facility. If our indebtedness were accelerated, we might not have sufficient cash, or be able to obtain financing, to repay it. Obtaining a waiver of, or an amendment to, the covenants could require us to pay significant fees, accept higher interest rates or agree to more restrictive terms.