CNVS Insider Report: SARs, RSUs Added; Large Share Disposition

Rhea-AI Filing Summary

Gary S. Loffredo, Chief Legal Officer, Secretary and Senior Advisor at Cineverse Corp. (CNVS), filed a Form 4 reporting multiple equity changes on 10/08/2025. The filing shows a disposition of 170,337 shares of Class A common stock and the grant or settlement of 130,289 restricted stock units (RSUs) that were reported as acquired at $0. In addition, the filing lists existing stock appreciation rights (SARs) and RSUs totaling 203,867 underlying Class A shares across several award tranches with exercise prices of $29.4, $12.8 and $5.8 and multiple staggered vesting schedules through 2033. The document clarifies vesting timetables for legacy SARs and newly reported RSUs, indicating staged vesting dates in 2026, 2027 and 2028.

Positive

• 130,289 RSUs granted with multi-year vesting preserves executive alignment through 2028
• Staggered SARs and RSUs provide long-term retention incentives across multiple vesting dates

Negative

• Disposition of 170,337 Class A shares reduces the reporting person's immediate beneficial ownership
• Potential near-term dilution as large RSU and SAR awards convert to Class A shares over time

Insights

Corporate Governance Analyst

TL;DR: Officer reported a large disposition and concurrent receipt of RSUs with multi-year vesting.

The reporting person, a senior officer, shows a disposition of 170,337 Class A shares and receipt of 130,289 RSUs on 10/08/2025. The simultaneous sale/transfer and award pattern is consistent with routine portfolio rebalancing or tax-liability management while preserving long-term alignment via RSUs that vest over 2026–2028.

Risks include short-term dilution from the disposed shares being removed from immediate insider holdings and the potential market impact if similar dispositions occur. Monitor vesting runways through 2028 and any additional Section 16 filings for sales or option exercises within the next 12–36 months.

Executive Compensation Specialist

TL;DR: Multiple SAR tranches plus sizable RSU grants show ongoing compensation via equity with staggered vesting.

Reported derivative awards include SARs exercisable into 20,380, 60,000, and 40,000 Class A shares tied to exercise prices of $29.4, $12.8, and $5.8 respectively, plus existing RSUs totaling 143,487 shares across separate schedules. This mix preserves upside participation while deferring actual share delivery until vesting conditions are met.

Dependencies include stock price relative to exercise prices for SAR value realization and vesting dates through 2033. Watch actual exercises and realized proceeds when SARs become in‑the‑money and when RSU vesting events occur in 2026–2028.

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

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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^*

LOFFREDO GARY S

(Last) (First) (Middle)

C/O CINEVERSE CORP.

224 W. 35TH STREET, SUITE 500, #947

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cineverse Corp. [ CNVS ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CLO, Secretary and Sr Advisor

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

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
Class A Common Stock								170,337(1)	D

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
Stock Appreciation Right (Right to buy)	$29.4							(2)	12/10/2028	Class A Common Stock	20,380		20,380	D
Stock Appreciation Right (Right to buy)	$12.8							(3)	12/23/2030	Class A Common Stock	60,000		60,000	D
Stock Appreciation Right	$5.8							(4)	05/16/2033	Class A Common Stock	40,000		40,000	D
Restricted Stock Unit	(5)							(5)	(5)	Class A Common Stock	66,667		66,667	D
Restricted Stock Unit	(6)							(6)	(6)	Class A Common Stock	76,820		76,820	D
Restricted Stock Unit	(7)	10/08/2025		A		130,289		(7)	(7)	Class A Common Stock	130,289	$0	130,289	D

Explanation of Responses:

1. Includes 66,667 shares of restricted stock that vest as follows: 33,333 vest on April 25, 2026 and 33,334 vest on April 25, 2027.

2. One-third of the stock appreciation rights vested on December 10 of each of 2019, 2020 and 2021.

3. Of such SARs, 25,000 vested on March 31, 2022, 25,000, vested on March 31, 2023 and 10,000 vested on June 30, 2023.

4. Of such stock appreciation rights, 13,333 vest on May 16, 2024, 13,333 vest on May 1, 2025 and 13,334 vest on May 1, 2026.

5. Each restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 33,333 vest on April 25, 2026 and 33,334 vest on April 25, 2027.

6. Each restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 25,607 vest on May 1 of each of 2026 and 2027 and 25,606 vest on May 1, 2028.

7. Each restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 43,430 vest on October 8 of each of 2026 and 2027 and 43,429 vest on October 8, 2028.

	/s/ Gary S. Loffredo	10/10/2025
	** Signature of Reporting Person	Date
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FAQ

What did Cineverse insider Gary Loffredo report on Form 4 (CNVS)?

The filing reports a disposition of 170,337 Class A shares and the acquisition of 130,289 RSUs on 10/08/2025.

How many stock appreciation rights does the filing show and what are the exercise prices?

The Form 4 lists SARs covering 20,380, 60,000, and 40,000 Class A shares with exercise prices of $29.4, $12.8, and $5.8 respectively.

When do the newly reported RSUs vest?

The RSUs reported on 10/08/2025 vest in tranches with vesting dates in 2026, 2027, and 2028 as detailed in the filing.

Does the Form 4 indicate immediate cash price for the RSUs?

The RSUs acquired are reported with a price of $0, which reflects customary grant accounting; actual value realization depends on future vesting and stock price at delivery.

Are there any exercisable SAR tranches already vested?

Yes; portions of legacy SARs vested on prior dates including 12/10/2019–2021 and tranches vested on 03/31/2022, 03/31/2023, and 06/30/2023 as disclosed.

What ownership remains after the reported transactions?

The filing lists the number of shares and derivative positions held following the transactions; specific total beneficial ownership combines reported direct shares, RSUs and SARs noted in the form.