CNVS clarifies $90,000 director awards using 20-day VWAP

Rhea-AI Filing Summary

Cineverse Corp. (CNVS) filed Amendment No. 2 to its 2025 proxy, updating Proposal Four language about the 2017 Equity Incentive Plan. The plan now states a $1,000,000 annual cap on the aggregate value of Common Stock issuable to all non-employee directors. It also clarifies that each non-employee director is anticipated to receive a $90,000 restricted stock award after each annual meeting, valued using the trailing 20-day VWAP as of the meeting date, whether or not the proposal is approved.

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

SCHEDULE l4A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. 2)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Under Rule l4a-l2

CINEVERSE CORP.

(Name of Registrant As Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy statement, if Other Than the Registrant)

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CINEVERSE CORP.

PROXY STATEMENT

AMENDMENT NO. 2

2025 ANNUAL MEETING OF STOCKHOLDERS

November 20, 2025

On October 10, 2025, Cineverse Corp. (the “Company”) filed its definitive proxy statement with respect to its 2025 Annual Meeting of Stockholders scheduled for November 20, 2025, as amended by Amendment No. 1 to the Proxy Statement filed on October 14, 2025 solely to include interactive data (as amended, the “Proxy Statement”).

This Amendment No. 2 to the Proxy Statement is filed solely to amend the following sentences set forth in Proposal Four – Amendment to 2017 Equity Incentive Plan to Increase the Total Number of Shares of Class A Common Stock Available for Issuance Thereunder.

(1)The third bullet point under “Key Features and Governance Best Practices” is amended to state:

“Cap on Director Compensation. The 2017 Plan limits the number of shares of Common Stock that may be issued in the aggregate to all non-employee directors in any year to $1,000,000 in value.”

(2)The first sentence in the first paragraph under “Non-employee Director Awards” is amended to state:

“It is anticipated that each non-employee director will receive, following the date of each annual meeting of stockholders, a restricted stock award valued at $90,000, based on the trailing 20-day volume weighted average price (“VWAP”) of the Class A Common Stock as of the date of such annual meeting, whether or not this proposal is approved.”

Except as expressly noted above, this Amendment No. 2 does not modify or update in any way disclosures made in the Proxy Statement. Accordingly, this Amendment No. 2 should be read in conjunction with the Proxy Statement.

FAQ

What did Cineverse (CNVS) change in its proxy amendment?

It updated Proposal Four language to state a $1,000,000 annual cap on aggregate non-employee director equity and clarified a $90,000 per-director restricted stock award using 20-day VWAP.

What is the director equity cap for CNVS under the 2017 Plan?

The 2017 Plan limits total equity issued to all non-employee directors in any year to $1,000,000 in value.

How much equity is anticipated per CNVS non-employee director?

Each non-employee director is anticipated to receive a restricted stock award valued at $90,000 after each annual meeting, based on the 20-day VWAP.

How is the CNVS director award value determined?

The award value uses the trailing 20-day VWAP of Class A Common Stock as of the annual meeting date.

Does the $90,000 CNVS director award depend on Proposal Four’s approval?

No. The amendment states the award occurs whether or not the proposal is approved.

When is the CNVS 2025 annual meeting scheduled?

The 2025 Annual Meeting of Stockholders is scheduled for November 20, 2025.