STOCK TITAN

Cineverse (CNVS) CLO exercises RSUs and updates equity holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cineverse Corp. chief legal officer Gary S. Loffredo reported routine equity compensation activity involving Class A common stock and related awards. He exercised restricted stock units covering 25,607 shares of Class A common stock at $0.00 per share, increasing his share ownership. To cover tax obligations, 11,727 shares of Class A common stock were withheld at $2.62 per share through a tax-withholding disposition, which is not an open-market sale. Following these transactions, he directly holds 226,225 shares of Class A common stock and maintains several unexercised restricted stock unit and stock appreciation right awards that are scheduled to vest over multiple future dates.

Positive

  • None.

Negative

  • None.
Insider LOFFREDO GARY S
Role CLO, Secretary and Sr Advisor
Type Security Shares Price Value
Exercise Restricted Stock Unit 25,607 $0.00 --
Exercise Class A Common Stock 25,607 $0.00 --
Tax Withholding Class A Common Stock 11,727 $2.62 $31K
holding Stock Appreciation Right (Right to buy) -- -- --
holding Stock Appreciation Right (Right to buy) -- -- --
holding Stock Appreciation Right (Right to buy) -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
Holdings After Transaction: Restricted Stock Unit — 51,213 shares (Direct, null); Class A Common Stock — 226,225 shares (Direct, null); Stock Appreciation Right (Right to buy) — 20,380 shares (Direct, null)
Footnotes (1)
  1. Includes 33,334 shares of restricted stock that vest on April 25, 2027. One-third of the stock appreciation rights vested on December 10 of each of 2019, 2020 and 2021. 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. Of such stock appreciation rights, 13,333 vested on May 16, 2024, 13,333 vested on May 1, 2025 and 13,334 vested on May 1, 2026. Each restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 33,334 vest on April 25, 2027. Each restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 25,607 vested on May 1, 2026, 25,607 vest on May 1, 2027 and 25,606 vest on May 1, 2028. 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.
RSU exercise 25,607 shares at $0.00 Restricted stock units converted to Class A common stock on May 1, 2026
Tax withholding shares 11,727 shares at $2.62 Shares delivered to satisfy tax liability on May 1, 2026
Shares owned after 226,225 shares Class A common stock directly held following reported transactions
RSU underlying shares 130,289 shares Restricted stock units tied to Class A common stock, direct ownership
Additional RSU underlying 33,334 shares Restricted stock units vesting on April 25, 2027 per footnote
SAR grant 1 40,000 shares at $5.80 Stock appreciation right expiring May 16, 2033, direct ownership
SAR grant 2 60,000 shares at $12.80 Stock appreciation right expiring December 23, 2030, direct ownership
SAR grant 3 20,380 shares at $29.40 Stock appreciation right expiring December 10, 2028, direct ownership
Restricted Stock Unit financial
"security_title: "Restricted Stock Unit" and footnotes describing RSU vesting"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Stock Appreciation Right financial
"security_title: "Stock Appreciation Right (Right to buy)" with exercise prices and expirations"
A stock appreciation right (SAR) is a form of employee pay that gives the holder the right to receive the increase in a company's share price over a set reference price, paid in cash or shares, without having to buy stock first. It matters to investors because SARs can create future cash outflows or dilute existing shareholders if settled in stock, and they align employee incentives with share-price performance like a bonus tied to a home's price rise.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for 11,727 Class A shares"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion" for RSUs into Class A shares"
Class A Common Stock financial
"underlying_security_title: "Class A Common Stock" for RSUs and SARs"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
SEC Form 4
FORM 4UNITED 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*
LOFFREDO GARY S

(Last)(First)(Middle)
C/O CINEVERSE CORP.
224 W. 35TH STREET, SUITE 500, #947

(Street)
NEW YORK NEW YORK 10001

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Cineverse Corp. [ CNVS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CLO, Secretary and Sr Advisor
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/01/2026M25,607A(6)226,225(1)D
Class A Common Stock05/01/2026F11,727D$2.62214,498(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Right (Right to buy)$29.4 (2)12/10/2028Class A Common Stock20,38020,380D
Stock Appreciation Right (Right to buy)$12.8 (3)12/23/2030Class A Common Stock60,00060,000D
Stock Appreciation Right (Right to buy)$5.8 (4)05/16/2033Class A Common Stock40,00040,000D
Restricted Stock Unit(5) (5) (5)Class A Common Stock33,33433,334D
Restricted Stock Unit(6)05/01/2026M25,607 (6) (6)Class A Common Stock25,607$051,213D
Restricted Stock Unit(7) (7) (7)Class A Common Stock130,289130,289D
Explanation of Responses:
1. Includes 33,334 shares of restricted stock that 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 vested on May 16, 2024, 13,333 vested on May 1, 2025 and 13,334 vested on May 1, 2026.
5. Each restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 33,334 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 vested on May 1, 2026, 25,607 vest on May 1, 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. Loffredo05/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CNVS executive Gary S. Loffredo report?

Gary S. Loffredo reported exercising restricted stock units for 25,607 shares of Cineverse Class A common stock at $0.00 per share. The filing also shows shares withheld to pay taxes, reflecting routine equity compensation activity rather than an open-market purchase or sale.

How many Cineverse (CNVS) shares does Gary S. Loffredo hold after this Form 4?

After the reported transactions, Gary S. Loffredo directly holds 226,225 shares of Cineverse Class A common stock. This figure reflects his updated ownership following the restricted stock unit exercise and related tax-withholding disposition reported for the same date in the Form 4.

What was the tax-withholding disposition reported by CNVS insider Gary S. Loffredo?

The Form 4 shows a tax-withholding disposition of 11,727 shares of Cineverse Class A common stock at $2.62 per share. These shares were delivered to cover tax liabilities, meaning they were not sold in the open market but used to satisfy withholding obligations.

What equity awards does CNVS insider Gary S. Loffredo still hold after this filing?

Loffredo retains multiple restricted stock unit and stock appreciation right awards tied to Cineverse Class A common stock. Remaining positions include RSUs over 130,289 and 33,334 underlying shares, plus SARs over 40,000, 60,000 and 20,380 underlying shares with exercise prices between $5.80 and $29.40.

When do key Cineverse (CNVS) equity awards for Gary S. Loffredo vest?

Footnotes state that 33,334 shares of restricted stock vest on April 25, 2027. Other RSUs vest in tranches on May 1 of 2026, 2027 and 2028, and additional RSUs vest on October 8 of 2026, 2027 and 2028, reflecting a multi‑year vesting schedule.