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Cineverse (NASDAQ: CNVS) names Sean McCabe CFO, details pay package

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cineverse Corp. announced a chief financial officer transition, with Mark Lindsey stepping down and Sean McCabe becoming CFO effective April 20, 2026. The company expects Lindsey to move into a consulting role.

Under his employment agreement, McCabe will earn a $340,000 base salary, a target annual bonus equal to 50% of salary, and 50,000 restricted stock units vesting in three equal installments from 2027 to 2029. The contract runs through March 31, 2028 with automatic one-year renewals and includes severance of 12 months’ base pay if he is terminated without cause or resigns for good reason, and enhanced change-in-control severance equal to two times his base salary plus target bonus.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $340,000 per year Annual base salary for Sean McCabe as CFO
Target bonus 50% of base salary Target bonus opportunity under Management Annual Incentive Plan
Equity grant 50,000 RSUs Restricted stock units of Class A common stock vesting 2027-2029
Standard severance 12 months’ base salary Payable upon termination without cause or resignation for good reason
Change-in-control severance 2x base salary + target bonus Lump sum if qualifying termination within two years after change in control
RSU vesting schedule 1/3 each in 2027, 2028, 2029 Vesting dates each April 20 for granted RSUs
Change in Control financial
"within two (2) years after a Change in Control (as defined in the McCabe Employment Agreement)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Good Reason financial
"or a resignation for Good Reason (as defined in the McCabe Employment Agreement)"
restricted stock units financial
"restricted stock units (“RSUs”) for 50,000 shares of the Company’s Class A common stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Management Annual Incentive Plan financial
"a target bonus opportunity under the Company's Management Annual Incentive Plan ("MAIP") of 50% of his then-base salary"
Emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

 

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

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 2026

 

 

Cineverse Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-31810

22-3720962

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

224 W. 35th St.

Suite 500, #947

 

New York, New York

 

10001

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 212 206-8600

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE

 

CNVS

 

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 9, 2026, Cineverse Corp. (the “Company”) and Mark Lindsey, the Company’s current Chief Financial Officer, determined that he will transition out of the Chief Financial Officer role effective as of May 10, 2026. In connection with Mr. Lindsey’s transition, the Company is in discussions with Mr. Lindsey to enter into a consulting agreement setting forth the terms of his new role.

 

On April 15, 2026, the Company announced the appointment of Sean McCabe, age 40, as Chief Financial Officer of the Company, effective as of April 20, 2026. Prior to joining the Company, from 2024 to April 2026, Mr. McCabe served as VP of Accounting and Finance at Publisher First, Inc. dba Freestar. In 2023 and 2024, Mr. McCabe served as Vice President and Corporate Controller at Cineverse. Prior to that, Mr. McCabe served as the Controller of Fulgent Genetics (2022-2023) and Jukin Media (2020-2022), and as the Director of Strategic Initiatives National Grid (2017-2020). He began his career at PricewaterhouseCoopers in the audit and M&A advisory practices (2008-2017). Mr. McCabe does not have any family relationship with any director or executive officer of the Company.

 

As of April 20, 2026, the Company entered into an employment agreement with Mr. McCabe (the “McCabe Employment Agreement”), pursuant to which Mr. McCabe will serve as Chief Financial Officer of the Company. The term of the Employment Agreement will commence on April 20, 2026 and will end on March 31, 2028, with an automatic one-year renewal unless either party provides written notice to the other no later than ninety (90) days prior to the expiration of the initial term. Pursuant to the McCabe Employment Agreement, Mr. McCabe will receive an annual base salary of $340,000, subject to annual reviews and increases in the sole discretion of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). In addition, Mr. McCabe will be eligible for (i) a target bonus opportunity under the Company's Management Annual Incentive Plan ("MAIP") of 50% of his then-base salary, consistent with goals established from time to time by the Compensation Committee, and (ii) under the Company's 2017 Equity Incentive Plan, restricted stock units (“RSUs”) for 50,000 shares of the Company’s Class A common stock, with one-third (1/3) of such RSUs vesting on April 20 of each of 2027, 2028 and 2029. The McCabe Employment Agreement further provides that Mr. McCabe is entitled to participate in all benefit plans provided to senior executives of the Company.

 

The McCabe Employment Agreement provides that, in the event of a termination without Cause (as defined in the McCabe Employment Agreement) or a resignation for Good Reason (as defined in the McCabe Employment Agreement), Mr. McCabe shall be entitled to payment of twelve (12) months’ base salary at the time of termination. In the event, within two (2) years after a Change in Control (as defined in the McCabe Employment Agreement), of a termination without Cause (other than due to Mr. McCabe’s death or disability), a resignation of Good Reason, or upon notice by the Company that it does not wish to renew the Term (as defined in the McCabe Employment Agreement), then in lieu of receiving the amounts described above, Mr. McCabe would be entitled to receive a lump sum payment equal to two (2) times the sum of (a) his then-current annual base salary and (b) Mr. McCabe’s target bonus for the year of termination.

 

The foregoing description of the McCabe Employment Agreement does not purpose to be complete and is qualified in its entirety by reference to and incorporates herein by reference the full text of the McCabe Employment Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1.

 

The Company issued a press release on April 15, 2026, announcing the appointment of Mr. McCabe as the Company’s Chief Financial Officer, a copy of which is attached to this Form 8-K as Exhibit 99.1.

 

The foregoing description of the McCabe Employment Agreement does not purpose to be complete and is qualified in its entirety by reference to and incorporates herein by reference the full text of the McCabe Employment Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits.


 

Exhibit

Number

 

Description

10.1

Employment Agreement dated March 16, 2026 and effective April 20, 2026 between Cineverse Corp. and Sean McCabe.

99.1

Press release dated April 15, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

Date:

April 15, 2026

By:

/s/ Gary Loffredo

 

 

Name:

Date:

Gary S. Loffredo
Chief Legal Officer, Secretary and Senior Advisor

 


Exhibit 99.1

 

 

img216377341_0.gif

Cineverse Names Sean McCabe CFO

 

Executive Returns to Cineverse Following Time in Leadership Position at Ad-Tech Company

 

LOS ANGELES, APRIL 15, 2026Cineverse (Nasdaq: CNVS), an entertainment technology company and studio, announced that Sean McCabe will join the company as its new CFO, effective April 20, 2026.

 

This appointment marks McCabe’s return to the company, where he served as vice president and corporate controller in 2023 and 2024. He comes to Cineverse from Freestar, a major player in the ad-tech space, where he was responsible for leading and managing the accounting and finance teams including playing a key role in M&A, Treasury, and optimizing capital structure.

 

As CFO, McCabe will lead Cineverse's global finance and accounting teams, overseeing financial planning, accounting, capital markets, strategy, and cost-streaming initiatives. Following the two strategic acquisitions of Giant Worldwide and IndiCue, now Matchpoint companies, he will be a part of the C-suite as it optimizes operational and financial goals in the near and long-term.

 

“We are very pleased that Sean will be returning to Cineverse as CFO. His strong previous track record at the Company will now be complemented by his experience in the advertising and ad tech business, which Cineverse has moved deeper into with our recent acquisition of IndiCue, a high growth ad tech enterprise that is already adding significant revenues and profits to the Company,” said Cineverse Chairman and CEO Chris McGurk. “We look forward to Sean leading our efforts in strengthening our balance sheet, further streamlining our cost structure, identifying and pursuing strategic opportunities and optimizing our accounting and reporting.”

 

Prior to Freestar and his first position at Cineverse, McCabe built a successful career with controller positions across industries, from media (Jukin Media) to medical (Fulgent Genetics) and regulated utility (National Grid). He began his career at PricewaterhouseCoopers, working in auditing and M&A analysis.

 

McCabe succeeds Mark Lindsey with whom the Company is in discussions to transition into a senior financial consulting role. Added McGurk, “We look forward to working with Mark again, and are thankful to him for his contributions to the Company for the past 3.5 years."


Exhibit 99.1

 

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.

 

# # #

 

CONTACTS

 

For Media, The Lippin Group for Cineverse

cineverse@lippingroup.com

 

For Investors, Julie Milstead

investorrelations@cineverse.com


FAQ

What executive leadership change did Cineverse (CNVS) announce?

Cineverse announced that Sean McCabe will become its Chief Financial Officer on April 20, 2026, succeeding Mark Lindsey. Lindsey will transition out of the CFO role by May 10, 2026, with discussions underway for a senior financial consulting position.

What are the key terms of Sean McCabe’s CFO employment agreement at Cineverse (CNVS)?

Sean McCabe’s agreement provides a $340,000 annual base salary, eligibility for a target bonus equal to 50% of base salary, and participation in senior executive benefit plans. The term runs from April 20, 2026 to March 31, 2028, with automatic one-year renewals absent timely notice.

What equity compensation will Sean McCabe receive from Cineverse (CNVS)?

Under the agreement, McCabe will receive 50,000 restricted stock units of Cineverse Class A common stock. One-third of these RSUs vest on April 20 of each of 2027, 2028, and 2029, aligning his long-term incentives with company performance over several years.

What severance protections does Cineverse (CNVS) provide to Sean McCabe?

If terminated without cause or he resigns for good reason, McCabe receives 12 months of base salary. If such a termination occurs within two years after a change in control, he instead receives a lump sum equal to two times his then-current base salary plus target bonus.

What is Sean McCabe’s prior experience before becoming Cineverse (CNVS) CFO?

McCabe previously served as VP of Accounting and Finance at Freestar and as Vice President and Corporate Controller at Cineverse. His background also includes finance leadership roles at Fulgent Genetics, Jukin Media, National Grid, and nearly nine years at PricewaterhouseCoopers.

Does Sean McCabe have any family relationships with Cineverse (CNVS) directors or executives?

Cineverse disclosed that Sean McCabe has no family relationship with any director or executive officer of the company. This statement supports governance transparency by confirming the absence of family ties influencing his appointment as Chief Financial Officer.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts