Cineverse Announces Proposed Public Offering of Class A Common Stock

Rhea-AI Summary

Cineverse (Nasdaq: CNVS) announced a proposed underwritten public offering of its Class A common stock on Feb 12, 2026, with a 30‑day underwriter option to purchase up to an additional 15% of the shares. The offering is subject to market conditions and may not be completed.

The Benchmark Company is the sole underwriter. A Form S-3 registration statement became effective Jan 25, 2024, and a preliminary prospectus supplement will be filed with the SEC when available.

Positive

• Shelf registration effective Jan 25, 2024
• Underwriter engaged: The Benchmark Company named sole underwriter
• 30‑day 15% option may provide additional flexibility for capital raise

Negative

• Potential dilution to existing shareholders if shares are sold
• Offering uncertain: completion, size, and terms are subject to market conditions
• No disclosed offering size, limiting investor visibility on capital impact

Key Figures

Underwriter option period: 30 days Greenshoe size: 15% of shares Form S-3 file number: 333-273098 +5 more

8 metrics

Underwriter option period 30 days Duration of option to purchase up to 15% additional shares

Greenshoe size 15% of shares Potential additional shares under underwriter’s option

Form S-3 file number 333-273098 Previously filed shelf registration statement referenced for this offering

S-3 effective date January 25, 2024 Date the referenced Form S-3 registration statement became effective

Prospectus street address 150 East 58th Street Mailing address for Benchmark Company’s prospectus department

Prospectus floor 17th Floor Office floor for Benchmark Company contact

ZIP code 10155 ZIP code for Benchmark Company’s New York address

Pre-news price change 1.09% CNVS price move on the day using pre-article market data

Market Reality Check

Price: $2.06 Vol: Volume 284,831 is 2.62x t...

high vol

$2.06 Last Close

Volume Volume 284,831 is 2.62x the 20-day average of 108,820, indicating elevated trading ahead of the offering. high

Technical Shares trade below the 200-day MA of 3.52 with price at 2.06, well under the 52-week high of 7.39 and 16.38% above the 1.77 52-week low.

Peers on Argus

CNVS was up 1.09% while momentum data show only one peer, TOON, up 6.37999996542...

1 Up

CNVS was up 1.09% while momentum data show only one peer, TOON, up 6.379999965429306% and no broad move across key peers like LVO, RDI, CIDM or MPU, suggesting the activity was stock-specific rather than sector-driven.

Historical Context

5 past events · Latest: Feb 10 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 10	Earnings date notice	Neutral	-4.2%	Announced timing of Q3 FY2026 results and related conference call logistics.
Feb 09	AI product launch	Positive	-3.0%	Launched Matchpoint Creative Labs targeting high-margin genAI-powered creative services.
Feb 05	Content release	Positive	-3.7%	Detailed digital and physical release plans for horror title Silent Night, Deadly Night.
Feb 04	Tech partnership	Positive	-2.6%	Announced Revry partnership to deploy Matchpoint Dispatch across 135+ platforms.
Feb 03	Film relaunch	Positive	-6.3%	Announced theatrical return of Air Bud franchise with August 21, 2026 release date.

Pattern Detected

Recent positive operational announcements on Feb 3–9, 2026 were followed by negative next-day returns in all cases, indicating a pattern of selling into news.

Recent Company History

Over the past weeks, Cineverse issued multiple content and technology updates, including a theatrical relaunch of Air Bud on Feb 3, 2026, a Revry Matchpoint partnership on Feb 4, a catalog title release on Feb 5, and the launch of Matchpoint Creative Labs on Feb 9. It also scheduled its Q3 FY2026 earnings date on Feb 10. Each of these news items coincided with next-day declines between -2.56% and -6.25%, showing consistent selling pressure into announcements before this equity offering.

Market Pulse Summary

This announcement outlines a proposed underwritten public offering of Class A common stock under an ...

Analysis

This announcement outlines a proposed underwritten public offering of Class A common stock under an existing Form S-3, with a 30-day option for the underwriter to buy up to 15% more shares. Before the news, CNVS traded at 2.06, below its 3.52 200-day MA and far under its 7.39 52-week high, with elevated volume at 2.62x its 20-day average. Investors may watch the final deal size, pricing, and use of proceeds alongside historically weak post-news price reactions.

Key Terms

underwritten public offering, shelf registration statement, form s-3, prospectus supplement, +1 more

5 terms

underwritten public offering financial

"today announced a proposed underwritten public offering of shares of its Class A common stock"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

shelf registration statement regulatory

"A shelf registration statement on Form S-3 (File No. 333-273098) relating to the shares"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"A shelf registration statement on Form S-3 (File No. 333-273098) relating to the shares"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"The offering will be made only by means of a written prospectus and prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement regulatory

"prospectus and prospectus supplement that form a part of the registration statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

LOS ANGELES, Feb. 12, 2026 /PRNewswire/ -- Cineverse Corp. (Nasdaq: CNVS) ("Cineverse"), an innovative and independent entertainment technology company and studio, today announced a proposed underwritten public offering of shares of its Class A common stock (the "common stock"). Cineverse intends to grant the underwriter a 30-day option to purchase up to an additional 15% of the number of shares of its common stock in the underwritten public offering. The offering is subject to market conditions, and there can be no assurance as to whether, or when, the offering may be completed or as to the actual size or terms of the proposed offering.

The Benchmark Company, LLC is acting as the sole underwriter for the proposed offering.

A shelf registration statement on Form S-3 (File No. 333-273098) relating to the shares was previously filed with the Securities and Exchange Commission (the "SEC") and became effective on January 25, 2024. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and available on the SEC's website at www.SEC.gov once filed. A copy of the preliminary prospectus supplement and accompanying prospectus, when available, may be obtained by contacting: The Benchmark Company, LLC, 150 East 58th Street, 17th Floor, New York, NY 10155, Attention: Prospectus Department, or by email at prospectus@benchmarkcompany.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cineverse

Cineverse (Nasdaq: CNVS) is an entertainment technology company and studio. Fiercely innovative and independent, Cineverse develops and invests in technology and content that drives the future of the industry.  Core to its business is Matchpoint® – a growing tech ecosystem powered by AI and designed to prepare, distribute, monetize, and continuously improve content across any platform. Matchpoint helps studios large and small operate at scale and improve performance and efficiency in an increasingly fragmented distribution environment. Additionally, Cineverse distributes more than 71,000 premium films, series, and podcasts, across theatrical, home entertainment, and streaming; operates dozens of digital properties that super serve passionate fandoms around the world; and works with leading brands to connect them with audiences they value. From award-winning technology to the highest-grossing unrated film in U.S. history, Cineverse has created a playbook that marries tech and content to redefine the next era of entertainment. For more information, visit home.cineverse.com.

Safe Harbor Statement

Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of Cineverse officials during presentations about Cineverse, along with Cineverse's filings with the Securities and Exchange Commission, including Cineverse's registration statements, quarterly reports on Form 10-Q and annual report on Form 10-K, are "forward-looking'' statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act''). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects," "anticipates,'' "intends,'' "plans,'' "could," "might," "believes,'' "seeks," "estimates'' or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings, or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by Cineverse's management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties, and assumptions about Cineverse, its technology, economic and market factors, and the industries in which Cineverse does business, among other things. These statements are not guarantees of future performance, and Cineverse undertakes no specific obligation or intention to update these statements after the date of this release.

For additional information, please contact:

For Media
The Lippin Group for Cineverse
cineverse@lippingroup.com

At Cineverse
Julie Milstead
investorrelations@cineverse.com

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SOURCE Cineverse Corp.

FAQ

What did Cineverse (CNVS) announce on February 12, 2026 about a public offering?

Cineverse announced a proposed underwritten public offering of Class A common stock, with a 30‑day option for up to 15% additional shares. According to the company, the offering is subject to market conditions and may not be completed as proposed.

Who is the underwriter for Cineverse's (CNVS) proposed offering and what is the underwriter's role?

The Benchmark Company is acting as the sole underwriter for the proposed offering. According to the company, the underwriter will manage the sale process and may exercise a 30‑day option to buy up to an additional 15% of shares.

How can investors access Cineverse (CNVS) the preliminary prospectus for the proposed offering?

A preliminary prospectus supplement and accompanying prospectus will be filed with the SEC and available on SEC.gov once filed. According to the company, copies may also be requested from The Benchmark Company, Prospectus Department.

Does Cineverse (CNVS) have authorization to offer shares under securities registration?

Yes. Cineverse relies on a shelf registration statement on Form S‑3 that became effective January 25, 2024. According to the company, the offering will be made only by means of the prospectus and prospectus supplement.

What are the key investor risks mentioned for Cineverse's (CNVS) proposed offering?

Primary risks include uncertainty over whether the offering will be completed, unknown final size/terms, and potential share dilution for existing holders. According to the company, the offering is subject to market conditions and may not occur.

Will Cineverse (CNVS) definitely sell additional shares under the 15% option immediately?

No. The 30‑day option permits the underwriter to buy up to an additional 15% of shares, but exercise is not guaranteed. According to the company, exercise depends on market conditions and final offering terms.