Cinemark (CNK) CEO records stock awards, tax withholdings and gift

Rhea-AI Filing Summary

Cinemark Holdings CEO Sean Gamble reported several equity award-related transactions in Cinemark common stock. The filing shows vesting of 554,794 performance stock units issued in February 2023 at maximum, along with new restricted shares granted in consideration for future services that vest ratably over three years.

To cover tax liabilities on these vestings, shares were withheld by the issuer through multiple tax-withholding dispositions. Additional shares were disposed of back to the company, and 435,589 shares were transferred as a bona fide gift to the Joint Revocable Trust of Sean Robert Gamble and Luminita Spetcu, where Gamble and his family remain the beneficiaries.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gamble Sean

(Last) (First) (Middle)

3900 DALLAS PARKWAY

(Street)

PLANO TX 75093

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cinemark Holdings, Inc. [ CNK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		A		554,794(1)	A	$26.36	806,120	D
Common Stock	02/20/2026		D		207,351(2)	D	$26.36	598,769	D
Common Stock	02/20/2026		F		23,028(3)	D	$26.36	575,741	D
Common Stock	02/20/2026		F		17,729(4)	D	$26.36	558,012	D
Common Stock	02/20/2026		A		108,652	A	$0(5)	666,664	D
Common Stock	02/21/2026		F		11,791(6)	D	$26.49	654,873	D
Common Stock	02/21/2026		G		435,589	D	$0	219,284	D(7)
Common Stock								768,223	I	Joint Revocable Trust of Sean Robert Gamble and Luminita Spetcu(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported shares are the vesting of performance stock units issued in February 2023 at maximum.

2. The reported shares were withheld by the issuer as payment by the reporting person for the tax liability upon vesting of 554,794 performance shares granted in February 2023 referred to in fottnote 1.

3. The reported shares were withheld by the issuer as payment by the reporting person for the tax liability upon vesting of 61,656 which is a portion of the restricted stock granted on February 20, 2023.

4. The reported shares were withheld by the issuer as payment by the reporting person for the tax liability upon vesting of 47,469 which is a portion of the restricted stock which was granted on February 20, 2024.

5. Restricted shares were issued in consideration for future services and vest ratably over a 3-year period.

6. The reported shares were withheld by the issuer as payment by the reporting person for the tax liability upon vesting of 31,569 which is a portion of restricted stock which was granted on February 21, 2025.

7. On February 21, 2026, the reporting person transferred 435,589 shares to the Joint Revocable Trust of Sean Robert Gamble and Luminita Spetcu for no consideration. The reporting person and his spouse are co-trustees of the Trust, and the reporting person and members of his immediate family are the sole beneficiaries of the trust. The reporting person remains a beneficial owner of the securities held by the Trust.

	/s/ Michael Cavalier attorney-in-fact	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Cinemark (CNK) CEO Sean Gamble report?

Sean Gamble reported vesting of 554,794 performance stock units and new restricted stock grants, along with several tax-withholding share dispositions, an issuer-directed disposition, and a 435,589-share gift transfer to a family trust where he remains a beneficiary.

Were Sean Gamble’s Cinemark (CNK) Form 4 transactions open-market stock sales?

The transactions were not open-market sales. They were primarily equity award vestings, tax-withholding share dispositions, a disposition back to the issuer, and a bona fide gift transfer to a family trust, rather than discretionary buying or selling on the open market.

What performance stock units did Cinemark (CNK) grant to Sean Gamble?

Performance stock units issued to Sean Gamble in February 2023 vested at maximum, totaling 554,794 shares. These shares represent compensation tied to performance conditions and were part of a broader equity award program disclosed alongside related tax-withholding dispositions.

How are Sean Gamble’s restricted Cinemark (CNK) shares structured?

Restricted shares issued to Sean Gamble were granted in consideration for future services and vest ratably over a three-year period. Portions of these restricted stock grants triggered tax-withholding dispositions when vesting, as disclosed in multiple Form 4 footnotes.

What is the significance of the 435,589-share gift in Cinemark (CNK) stock?

On February 21, 2026, 435,589 shares were transferred for no consideration to the Joint Revocable Trust of Sean Robert Gamble and Luminita Spetcu. Gamble and his spouse are co-trustees, and his family are sole beneficiaries, so he remains a beneficial owner of those shares.

Does Sean Gamble still beneficially own the Cinemark (CNK) shares moved to the trust?

Yes. The filing states that shares transferred to the Joint Revocable Trust of Sean Robert Gamble and Luminita Spetcu remain beneficially owned by him. He and his spouse serve as co-trustees and his immediate family are the trust’s sole beneficiaries.