STOCK TITAN

Cineverse (NASDAQ: CNVS) CLO exercises RSUs with 33,052 shares withheld for tax

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

Rhea-AI Filing Summary

Cineverse Corp. chief legal officer Gary S. Loffredo reported compensation-related equity activity. He exercised 33,333 restricted stock units into Class A common stock and had 33,052 shares of Class A common stock withheld to cover tax obligations. Following these transactions, he directly owns 233,670 shares of Class A common stock. He also continues to hold a substantial package of equity awards, including restricted stock units tied to 130,289 and 76,820 underlying shares and stock appreciation rights over 40,000, 60,000, and 20,380 underlying shares at exercise prices of $5.80, $12.80, and $29.40.

Positive

  • None.

Negative

  • None.
Insider LOFFREDO GARY S
Role CLO, Secretary and Sr Advisor
Type Security Shares Price Value
Exercise Restricted Stock Unit 33,333 $0.00 --
Exercise Class A Common Stock 33,333 $0.00 --
Tax Withholding Class A Common Stock 33,052 $2.39 $79K
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 — 33,334 shares (Direct, null); Class A Common Stock — 233,670 shares (Direct, null); Stock Appreciation Right (Right to buy) — 20,380 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 33,333 vested on April 25, 2026 and 33,334 vest on April 25, 2027. Includes 33,333 shares of restricted stock that vested on April 25, 2026 and 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 vest on May 16, 2024, 13,333 vest on May 1, 2025 and 13,334 vest on May 1, 2026. 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. 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.
RSUs exercised 33,333 shares Restricted stock units converted into Class A common stock on April 25, 2026
Tax-withholding shares 33,052 shares at $2.39 Shares of Class A common stock withheld to satisfy tax liability
Common shares held 233,670 shares Direct Class A common stock holdings after reported transactions
RSU underlying shares (grant 1) 130,289 shares Restricted stock units with value equal to one Class A share each
RSU underlying shares (grant 2) 76,820 shares Additional restricted stock units outstanding
SARs at $5.80 40,000 underlying shares Stock appreciation rights expiring May 16, 2033 at $5.80 exercise price
SARs at $12.80 60,000 underlying shares Stock appreciation rights expiring December 23, 2030 at $12.80 exercise price
SARs at $29.40 20,380 underlying shares Stock appreciation rights expiring December 10, 2028 at $29.40 exercise price
Restricted Stock Unit financial
"Each restricted stock unit has a value equal to one share of Class A common stock."
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
"Stock Appreciation Right (Right to buy) with exercise prices of 5.8000, 12.8000 and 29.4000."
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
"Payment of exercise price or tax liability by delivering securities."
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
"Exercise or conversion of derivative security."
underlying security financial
"underlying security title: Class A Common Stock and underlying security shares values."
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)
04/25/2026
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 Stock04/25/2026M33,333A(1)233,670(2)D
Class A Common Stock04/25/2026F33,052D$2.39200,618(2)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 (3)12/10/2028Class A Common Stock20,38020,380D
Stock Appreciation Right (Right to buy)$12.8 (4)12/23/2030Class A Common Stock60,00060,000D
Stock Appreciation Right (Right to buy)$5.8 (5)05/16/2033Class A Common Stock40,00040,000D
Restricted Stock Unit(1)04/25/2026M33,333 (1) (1)Class A Common Stock33,333$033,334D
Restricted Stock Unit(6) (6) (6)Class A Common Stock76,82076,820D
Restricted Stock Unit(7) (7) (7)Class A Common Stock130,289130,289D
Explanation of Responses:
1. Each restricted stock unit has a value equal to one share of Class A common stock. Of such RSUs, 33,333 vested on April 25, 2026 and 33,334 vest on April 25, 2027.
2. Includes 33,333 shares of restricted stock that vested on April 25, 2026 and 33,334 shares of restricted stock that vest on April 25, 2027.
3. One-third of the stock appreciation rights vested on December 10 of each of 2019, 2020 and 2021.
4. 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.
5. 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.
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. Loffredo04/28/2026
** 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 transactions did CNVS executive Gary Loffredo report?

Gary S. Loffredo reported exercising 33,333 restricted stock units into Class A common stock and a related tax-withholding disposition of 33,052 shares. These moves are compensation-related mechanics rather than open-market buying or selling.

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

After the reported transactions, Gary S. Loffredo directly holds 233,670 shares of Cineverse Class A common stock. This reflects his position following the RSU vesting, derivative exercise, and the shares withheld to satisfy tax obligations.

Were any Cineverse (CNVS) shares sold on the open market in this filing?

The filing shows a Form 4 code F tax-withholding disposition of 33,052 shares at $2.39 per share. This represents shares withheld to pay taxes on equity awards, not an open-market sale initiated as an investment decision.

What restricted stock units does CNVS executive Gary Loffredo still hold?

Loffredo continues to hold restricted stock units linked to 130,289 and 76,820 underlying Class A shares. Footnotes state these RSUs vest in tranches between 2026 and 2028, each unit having the value of one common share.

What stock appreciation rights are disclosed for Cineverse (CNVS) executive Gary Loffredo?

He holds stock appreciation rights over 40,000, 60,000, and 20,380 underlying Class A shares, with exercise prices of $5.80, $12.80, and $29.40. These rights have expiration dates in 2028, 2030, and 2033.

How many RSUs vested for CNVS executive Gary Loffredo on April 25, 2026?

Footnotes state that 33,333 restricted stock units vested on April 25, 2026, with another 33,334 scheduled to vest on April 25, 2027. Each restricted stock unit has the value of one share of Class A common stock.