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.

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

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

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.

Insider Trade Summary

435,589 shares gifted

Mixed 8 txns

Insider Gamble Sean

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	11,791	$26.49	$312K
Gift	Common Stock	435,589	$0.00	--
Grant/Award	Common Stock	554,794	$26.36	$14.62M
Disposition	Common Stock	207,351	$26.36	$5.47M
Tax Withholding	Common Stock	23,028	$26.36	$607K
Tax Withholding	Common Stock	17,729	$26.36	$467K
Grant/Award	Common Stock	108,652	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 654,873 shares (Direct); Common Stock — 768,223 shares (Indirect, Joint Revocable Trust of Sean Robert Gamble and Luminita Spetcu)

Footnotes (1)

The reported shares are the vesting of performance stock units issued in February 2023 at maximum. 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. 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. 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. Restricted shares were issued in consideration for future services and vest ratably over a 3-year period. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 06:11 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

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.

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.