National CineMedia (NCMI) to acquire Captivate in $275M cash deal, add debt
Rhea-AI Filing Summary
National CineMedia, Inc. is acquiring 100% of Captivate Holdings, LLC and its blocker entities for an enterprise value of $275.0 million, payable in cash. The deal is expected to close in the second half of 2026, subject to customary regulatory and other closing conditions, including Hart-Scott-Rodino clearance.
To fund the purchase, a subsidiary obtained commitments for a $275.0 million senior secured first lien term loan and a $25.0 million senior secured revolving credit facility, both maturing five years after closing. The facilities carry interest margins of 7.00% over SOFR and 6.00% over base rate, with an option to pay up to 2.00% of the term loan margin in paid-in-kind interest for two years. The combined NCM–Captivate platform is presented as having 48,000+ screens across 185 DMAs and pro forma 2025 net revenue of $307 million and Adjusted EBITDA/OIBDA of $73 million, with expected annual cost synergies above $3.5 million and pro forma net leverage at close of roughly 3.9x. NCM plans to prioritize debt reduction and pause its dividend and share repurchase programs after closing.
Positive
- $275.0 million Captivate acquisition adds a fast-growing, asset-light digital out-of-home platform with 2025 revenue of ~$64 million and Adjusted EBITDA of ~$19 million, broadening NCM’s footprint beyond cinemas.
- Pro forma 2025 net revenue of $307 million and Adjusted EBITDA/OIBDA of $73 million (including synergies and cost savings) suggest a larger, higher-margin combined business.
- Management targets more than $3.5 million in annual run-rate cost synergies within one year post-close, plus additional upside from cross-selling across the combined 48,000+ screen network.
- Captivate has grown revenue by approximately 40% and Adjusted EBITDA by more than 50% over the past two years, indicating strong recent operating momentum.
Negative
- Transaction and new financing are expected to leave the combined company at ~3.9x net leverage, representing a higher debt load and ongoing interest expense burden.
- The new term loan and revolver carry relatively high margins of 7.00% over SOFR and 6.00% over base rate, increasing sensitivity to interest costs.
- NCM is pausing its dividend and share repurchase programs after closing, reallocating free cash flow toward debt reduction rather than direct shareholder returns.
- The credit facilities include a maximum Total Net Leverage Ratio covenant of 5.00:1.00, stepping down over time, which may constrain future financial flexibility if performance underwhelms.
Filing Explained
Before closing, NCM remains separate from Captivate; the acquisition has no financing condition but would add secured debt and operating restrictions.
Form 8-K reports that on
The acquisition itself has no financing condition, and NCM has guaranteed the buyer’s obligations under the purchase agreement.
The proposed facilities include a
The facilities would impose leverage and other operating restrictions, including limits on additional debt, liens, acquisitions, dividends and distributions, and would require scheduled term-loan amortization. Until closing, NCM and Captivate are to continue operating independently; closing and the final debt documents are the specific milestones that would change that status.
8-K Event Classification
Key Figures
Key Terms
enterprise value financial
senior secured first lien term loan facility financial
Total Net Leverage Ratio financial
paid-in-kind interest financial
Adjusted EBITDA financial
digital out-of-home technical
FAQ
What acquisition did National CineMedia (NCMI) announce in this 8-K?
How will National CineMedia (NCMI) finance the $275 million Captivate acquisition?
What are the key terms of the new debt facilities for NCMI?
How will the Captivate acquisition change NCMI’s scale and financial profile?
What is Captivate’s recent financial performance as disclosed by NCMI?
How will the Captivate deal affect National CineMedia’s (NCMI) capital allocation?
When is the National CineMedia (NCMI)–Captivate transaction expected to close?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
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Item 1.01 Entry into a Material Definitive Agreement.
On August 10, 2026, NCM Holdings, LLC (the “Buyer”), a wholly-owned subsidiary of National CineMedia, Inc. (the “Company”), entered into a Securities Purchase Agreement and Plan of Merger (the “Purchase Agreement”) with (i) Captivate Holdings, LLC (“Captivate”), (ii) Captivate Network Holdings, Inc., Captivate Network Holdings II, Inc. and Captivate Network Holdings III, Inc. (collectively, the “Blockers”), and (iii) various direct and indirect equity holders of Captivate and the Blockers pursuant to which Buyer will acquire 100.0% of the issued and outstanding equity interests of Captivate and the Blockers for an enterprise value of $275.0 million, subject to customary net working capital and other purchase price adjustments (the “Acquisition”). The consideration for the Acquisition shall be payable in cash. Captivate is the leading operator of digital video elevator and lobby advertising in North America.
The Purchase Agreement contains customary representations, warranties, conditions and termination rights that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. As contemplated by the Purchase Agreement, Buyer has obtained representation and warranty insurance to provide coverage for certain breaches of representations and warranties contained in the Purchase Agreement, which are subject to certain exclusions, deductibles, policy limits and other terms and conditions set forth therein.
The Purchase Agreement also contains customary covenants of the parties, relating to, among other matters, providing for the operation of Captivate’s business between the execution of the Purchase Agreement and the closing of the Acquisition, and the parties’ respective efforts to obtain regulatory clearance and cooperate to finalize the debt financing contemplated for the Acquisition.
The transaction is anticipated to close in the second half of 2026, subject to customary closing conditions, including the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expiring or being terminated, among other items. There is no financing condition for the Acquisition.
The Company has guaranteed the Buyer’s obligations under the Purchase Agreement.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference, and a press release regarding the Acquisition is furnished as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
Press Release
On August 11, 2026, the Company issued a press release announcing entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01.
Investor Presentation
On August 11, 2026, the Company posted on its website, www.ncm.com, under “Investor Relations,” an investor presentation (the “Investor Presentation”). A copy of the Investor Presentation that was posted by the Company is furnished as Exhibit 99.2 hereto and is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 in Item 9.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
In connection with the Acquisition, pursuant to an irrevocable commitment letter, dated August 10, 2026 (the “Debt Commitment Letter”), provided to National CineMedia, LLC, a wholly-owned subsidiary of the Company, by Crestline Management, L.P., Encina Commercial Finance SPV 2, LLC and Encina Commercial Finance SPV 3b, LLC (the “Initial Lenders”), the Initial Lenders committed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, at the closing of the Acquisition, a $275.0 million senior secured first lien term loan facility (the “Term Loan Facility”) and a $25.0 million senior secured revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Facilities”), up to $5.0 million of which will be available in the form of letters of credit and similar instruments and up to $3.0 million of which will be available in the form of swingline loans.
The Facilities will be subject to a financial covenant permitting a maximum Total Net Leverage Ratio of 5.00:1.00, with (i) a step-down to 4.75:1.00 as of the end of the fiscal quarter ending June 30, 2028, and (ii) a step-down to 4.50:1.00 as of the end of the fiscal quarter ending December 31, 2029. The Facilities will mature on the fifth anniversary of the date of the related loan agreement. The Facilities will be subject to customary affirmative and negative covenants for financings of this type, including limitations on incurring additional debt, granting or permitting additional liens, making investments and acquisitions, merging or consolidating with others, disposing of assets, paying dividends and distributions, paying subordinated indebtedness and entering into affiliate transactions.
Outstanding loans under the Facilities will bear interest at a margin over a reference rate selected at the option of the borrower. The margin for the Facilities will be 7.00% per annum for SOFR borrowings and 6.00% per annum for base rate
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borrowings. The provisions of the Term Loan Facility provide that, from and after the closing date of the loan agreement until the second anniversary date of the closing date, the borrowers may elect to pay a portion of the margin (for any interest period ending prior to the second anniversary of the closing date) not exceeding 2.00% as paid-in-kind interest (the “PIK Election”), and to the extent the borrowers shall have made such PIK Election, the margin with respect to the Term Loan Facility will be 7.50% per annum for SOFR borrowings and 6.50% per annum for base rate borrowings. A commitment fee of 0.50% is payable quarterly in arrears based on the average daily amount of the undrawn portion of the Revolving Facility. The Term Loan Facility will amortize in equal quarterly installments in aggregate annual amounts equal to 2.5% of the original principal amount in each of the first three years of the Term Loan Facility, and 5% of the original principal amount in each of the last two years of the Term Loan Facility.
The Facilities will be used to finance the Acquisition as well as (i) to refinance the Company’s existing credit agreement with U.S. Bank National Association (the “Refinancing”), (ii) to pay fees and expenses in connection with the Acquisition, the Refinancing and the incurrence of the Facilities, and (iii) for other general corporate purposes of the Company.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
Description |
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2.1* |
Securities Purchase Agreement and Plan of Merger, dated as of August 10, 2026, by and among NCM Holdings, LLC, National CineMedia, Inc., Captivate Holdings, LLC, Captivate Network Holdings, Inc., Captivate Network Holdings II, Inc., Captivate Network Holdings III, Inc., and the other parties thereto. |
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Press Release of National CineMedia, Inc. dated August 11, 2026. |
99.2 |
Investor Presentation of National CineMedia, Inc. dated August 11, 2026. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain exhibits and schedules have been omitted, and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits or schedules upon request.
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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.
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NATIONAL CINEMEDIA, INC. |
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August 11, 2026 |
By: |
Ronnie Y. Ng |
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/s/ Ronnie Y. Ng |
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Exhibit 99.1
National CineMedia, Inc. to Acquire Captivate for $275 Million, Creating the Leading Premium Video and Digital Out-of-Home Advertising Platform
Complements and Strengthens NCM’s Core Expertise in Reaching Highly Sought-After Attentive Audiences
Expands and Diversifies NCM’s Advertising Network to 48,000+ Screens Across 185 Designated Market Areas, Unlocking Significant Cross-Selling Advertising Opportunities
Accelerates Revenue Growth and Margin Expansion
CENTENNIAL, Colo., (August 11, 2026) – National CineMedia, Inc. (NASDAQ: NCMI) (“NCM”), the largest cinema advertising platform in the U.S., today announced that it has entered into a definitive agreement to acquire Captivate Holdings, LLC (“Captivate”), the leading operator of digital video elevator and lobby advertising in North America, for an enterprise value of $275.0 million, subject to customary closing conditions. This transformative acquisition will combine NCM’s established leadership in cinema advertising with Captivate’s unrivaled office and residential footprint, creating the leading premium video and digital out-of-home advertising platform with more than 48,000 digital screens across theaters, office buildings and residential properties in 185 Designated Market Areas (DMAs), including all of the top 100. NCM is purchasing Captivate from Generation Partners, a growth equity firm which acquired Captivate in 2013.
“This acquisition marks an important milestone in NCM’s evolution and represents a key next step in our strategy to build a market-defining premium video and digital out-of-home advertising platform,” said Tom Lesinski, Chief Executive Officer of NCM. “Captivate is an excellent platform that strategically complements and expands our core expertise in connecting advertisers with highly sought-after audiences in premium, high-attention video-enabled environments. Captivate’s team has built an attractive network over nearly three decades, growing revenue approximately 40% and Adjusted EBITDA by more than 50% over the past two years. We believe the combination will further strengthen NCM’s financial profile while creating a unique solution that delivers differentiated reach and value for advertisers. Together, NCM and Captivate are a force multiplier, reaching the audiences advertisers value most where they work, live, and play.”
“Captivate has built a uniquely powerful network, bringing together premium locations, highly desirable audiences, and a growing base of advertisers alongside enduring brand and property partnerships,” said Leigh Lowery, Chief Revenue Officer of Captivate. “We look forward to working alongside the NCM team to extend that network to a significantly broader set of advertisers and provide brands with greater access to premium audiences across multiple high-attention environments.”
Strategic Rationale
Captivate operates over 26,000 digital video screens across more than 11,000 office and residential buildings in more than 170 DMAs in the United States and Canada. Its core business is concentrated in more than 1,600 Class A and Class B office buildings, where its screens reach a sought-after, affluent professional audience during the workday and generate approximately 90% of Captivate’s advertising revenue. In 2023, Captivate expanded into residential properties and has grown this network to more than 9,700 locations.
The combination of the NCM and Captivate networks will bring together three complementary premium audiences coveted by advertisers: NCM’s young, diverse moviegoing audience and Captivate’s affluent professional audience in both Class A office buildings and residential properties. Together, the combined platform will provide advertisers with a single premium media partner capable of reaching consumers and business decision makers in high-attention environments.
Captivate’s workplace network also provides incremental access to business-to-business marketing budgets, enhancing the overall platform’s appeal to enterprise technology, financial services and professional services advertisers. At the same time, NCM’s national cinema network provides Captivate advertisers with greater access to consumer audiences that over-index for attention at scale.
Exhibit 99.1
The transaction is expected to strengthen NCM’s ability to deliver premium audiences in video-enabled, high-attention environments. By bringing Captivate’s purpose-built digital out-of-home technology platform in-house, NCM will be able to operate and scale its existing movie theater lobby network more efficiently. Additionally, the combination of the two networks will create a larger pool of premium digital out-of-home national, local, and programmatic inventory across cinema, office and residential environments accessible through a single platform. The acquisition is also expected to enhance NCM’s data, targeting, and measurement capabilities.
Transaction Highlights
Financial Summary
Timing and Closing Conditions
The transaction is subject to customary closing conditions, including regulatory approvals and satisfaction of customary closing requirements. The transaction is expected to close during the second half of 2026. Until the transaction closes, each of NCM and Captivate will continue to operate independently in the ordinary course, and each company’s existing customer, advertiser, exhibitor, and building partner relationships will continue as usual.
Capital Allocation
Following close, NCM’s primary use of free cash flow will be debt reduction, supported by the combined company’s high gross margins and asset-light model. As a result, NCM is pausing its dividend and share repurchase programs.
Exhibit 99.1
Q2 2026 Financial Results
NCM reported its second quarter 2026 financial results in a separate release issued today, which can be found at www.ncm.com under the Investor Relations section. NCM will discuss its second quarter financial results and the agreement to acquire Captivate on its scheduled live conference call and webcast today, August 11, 2026, at 5:00 P.M. Eastern Time.
The call can be accessed by dialing 1-844-826-3033 or, for international participants, 1-412-317-5185. Participants should register at least 15 minutes prior to the commencement of the call. Additionally, a live audio webcast will be available to interested parties at www.ncm.com under the Investor Relations section. Participants should allow at least 15 minutes prior to the commencement of the call to register, download, and install necessary audio software.
The replay of the conference call will be available until midnight Eastern Time, August 25, 2026, by dialing 1-844-512-2921 or, for international participants, 1-412-317-6671 and entering conference ID 10211032.
Advisors
BofA Securities is serving as exclusive financial advisor and Hogan Lovells Cadwalader is serving as legal counsel to National CineMedia.
Solomon Partners is serving as exclusive financial advisor and Gibson, Dunn & Crutcher LLP is serving as legal counsel to Captivate.
About National CineMedia
National CineMedia, Inc. (NCM, NASDAQ:NCMI) is the largest cinema advertising platform in the U.S. With unparalleled reach and scale, NCM connects brands to sought-after young, diverse audiences through the power of movies and pop culture. A premium video, full-funnel marketing solution for advertisers, NCM enhances marketers' ability to measure and drive results. NCM's Noovie® Show is presented exclusively in 44 leading national and regional theater circuits including the only three national chains, AMC Entertainment Inc. (NYSE:AMC), Cinemark Holdings, Inc. (NYSE:CNK) and Regal Entertainment Group (a subsidiary of Cineworld Group PLC). NCM's cinema advertising platform, including Spotlight, consists of approximately 22,000 total theater and lobby screens in over 1,750 theaters in 183 Designated Market Areas® (98 of the top 100). NCM is the managing member and owner of 100% of National CineMedia, LLC (NCM LLC). For more information, visit www.ncm.com.
About Captivate
Captivate is a premium video network that delivers 100% viewable, fraud-free, brand-safe media in impactful locations across North America, reaching high-value audiences where they work and live. From the biggest stories to today’s weather, traffic updates to building amenity announcements, we’re the daily source of information that sparks conversation, piques curiosity and makes an impact. We reach millions through our curated video network in premier office buildings and luxury residential real estate, fostering powerful connections between brands and decision makers, properties and affluent consumers. With unique access to high-value audiences in captive environments, our advanced targeting, premium video activations, and measurement solutions help brands reach their goals. Influence the Influential with Captivate.
About Generation Partners
Founded in 1995, Generation Partners is a private equity firm which invests in high-growth service businesses and specializes in professionalizing these companies to scale through several hundred million in revenue. We are business builders who employ a structure in our investments which facilitates longer hold periods and appeals to experienced entrepreneurs. Generation targets equity investments of $10 million to $100 million, pursues both majority and minority equity positions, and generates returns through core business growth rather than through financial leverage. Our professionals have decades of experience sharing best-practice business processes to help managers create high-performance teams and build the foundation necessary to produce exceptional growth. Generation Partners has offices in Fairfield, CT; Los Angeles, CA; and Austin, TX. For more information, visit www.generation.com.
Exhibit 99.1
Forward Looking Statements and Non-GAAP Metrics
This press release contains various forward-looking statements that reflect management’s current expectations or beliefs regarding future events, including statements regarding the Company’s anticipated future financial performance and any projections or expectations regarding the Company’s proposed acquisition of Captivate described herein. Forward-looking statements often use words such as “anticipates,” “targets,” “expects,” “hopes,” “estimates,” “projects,” “forecasts,” “intends,” “plans,” “goals,” “believes,” “continue” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.” Investors are cautioned that reliance on these forward-looking statements involves risks and uncertainties. Although the Company believes that the assumptions used in the forward-looking statements are reasonable, any of these assumptions could prove to be inaccurate and, as a result, actual results could differ materially from those expressed or implied in the forward-looking statements. The factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are, among others, (1) the risk that the cost savings, any revenue synergies and other anticipated benefits of the proposed acquisition may not be realized or may take longer than anticipated to be realized, (2) disruption to the Company’s or Captivate’s businesses as a result of the announcement and pendency of the proposed acquisition and diversion of management's attention from ongoing business operations and opportunities, (3) the occurrence of any event that could give rise to the right of one or both of the parties to terminate the definitive purchase agreement, (4) the failure to obtain required regulatory approvals or a delay in obtaining such approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the Company or the expected benefits of the proposed acquisition), (5) the failure of any of the closing conditions in the definitive purchase agreement to be satisfied on a timely basis or at all, including the failure of the Company to obtain the committed financing under the debt commitment letters, (6) any other delays in closing the proposed acquisition, (7) the possibility that the proposed acquisition, including the integration of Captivate, may be more costly or difficult to complete than anticipated, (8) the impacts from the increased debt load incurred in connection with the proposed transaction, (9) level of theater attendance or viewership of the Noovie® show; (10) the availability and predictability of major motion pictures displayed in theaters, including as a result of strikes or other production delays in the entertainment industry; (11) increased competition for advertising expenditures; (12) changes to the ESAs or network affiliate agreements and the relationships with NCM LLC’s ESA Parties and network affiliates and NCM LLC's ability to enforce provisions contained in the ESA or network affiliate agreements; (13) economic conditions, including the level of expenditures on and perception of cinema advertising; (14) our ability to implement or achieve new revenue opportunities; (15) any failure to realize the anticipated benefits of the post-showtime inventory in our network or the development of additional digital or digital out of home revenue opportunities; (16) technological changes and innovations or the failure to adequately protect our systems, data or property from technology failures or cyberattacks; (17) our ability to renew or replace expiring advertising contracts; (18) the ongoing effects of NCM LLC’s emergence from bankruptcy or a lack of support from the ESA Parties; (19) reinvestment in our network and product offerings may require significant funding and resulting reallocation of resources; (20) fluctuations in and timing of operating costs; (21) our ability to retain or replace our senior management; (22) any failure to grow advertising revenue in line with the growth of contractual costs; (23) macroeconomic uncertainty which alters the spending priorities of current or prospective advertisers; and (24) changes in government regulations, funding, trade policies or tariffs. In addition, the outlook provided does not include the impact of any future unusual or infrequent transactions; sales and acquisitions of operating assets and investments; any future non-cash impairments of intangible and fixed assets; amounts related to litigation or the related impact of taxes that may occur from time to time due to management decisions and changing business circumstances. The Company is currently unable to forecast precisely the timing and/or magnitude of any such amounts or events. Please refer to the Company’s Securities and Exchange Commission filings, including the “Risk Factor” section of the Company’s Quarterly Report on Form 10-Q for the three months ended April 2, 2026 and in the Annual Report on Form 10-K for the year ended January 1, 2026, for further information about these and other risks. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak to the information only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result, of new information, future events or otherwise, except as required by law.
This press release contains references to Non-GAAP financial measures including (A) the Company’s Adjusted OIBDA (Operating Income Before Depreciation and Amortization expense, adjusted to exclude non-cash share-based
Exhibit 99.1
compensation costs, workforce and system transformation costs, satellite transition costs, Spotlight acquisition and integration costs and advisor fees related to involvement in the Cineworld Proceeding and the Chapter 11 Case), and (B) Captivate’s Adjusted EBITDA (Earnings Before Depreciation and Amortization expense, adjusted to exclude stock based compensation and other non-cash items, foreign exchange translation adjustment, and one-time expenses, including employee one-time costs, and incorporates proforma adjustments to present Captivate as if it was owned by NCM during the period). A reconciliation of the Company’s Adjusted OIBDA is available on the investor page of the Company’s website at www.ncm.com. A reconciliation of Captivate’s Adjusted EBITDA is available in this press release.
Investor Contact:
Chan Park, investors@ncm.com
Media Contact:
press@ncm.com
August 11, 2026 National CineMedia to Acquire Captivate
This presentation contains various forward-looking statements that reflect management’s current expectations or beliefs regarding future events, including statements regarding the Company’s anticipated future financial performance and any projections or expectations regarding the Company’s proposed acquisition of Captivate described herein. Forward-looking statements often use words such as “anticipates,” “targets,” “expects,” “hopes,” “estimates,” “projects,” “forecasts,” “intends,” “plans,” “goals,” “believes,” “continue” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.” Investors are cautioned that reliance on these forward-looking statements involves risks and uncertainties. Although the Company believes that the assumptions used in the forward-looking statements are reasonable, any of these assumptions could prove to be inaccurate and, as a result, actual results could differ materially from those expressed or implied in the forward-looking statements. The factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are, among others, (1) the risk that the cost savings, any revenue synergies and other anticipated benefits of the proposed acquisition may not be realized or may take longer than anticipated to be realized, (2) disruption to the Company’s or Captivate’s businesses as a result of the announcement and pendency of the proposed acquisition and diversion of management's attention from ongoing business operations and opportunities, (3) the occurrence of any event that could give rise to the right of one or both of the parties to terminate the definitive purchase agreement, (4) the failure to obtain required regulatory approvals or a delay in obtaining such approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the Company or the expected benefits of the proposed acquisition), (5) the failure of any of the closing conditions in the definitive purchase agreement to be satisfied on a timely basis or at all, including the failure of the Company to obtain the committed financing under the debt commitment letters, (6) any other delays in closing the proposed acquisition, (7) the possibility that the proposed acquisition, including the integration of Captivate, may be more costly or difficult to complete than anticipated, (8) the impacts from the increased debt load incurred in connection with the proposed transaction, (9) level of theater attendance or viewership of the Noovie® show; (10) the availability and predictability of major motion pictures displayed in theaters, including as a result of strikes or other production delays in the entertainment industry; (11) increased competition for advertising expenditures; (12) changes to the ESAs or network affiliate agreements and the relationships with NCM LLC’s ESA Parties and network affiliates and NCM LLC's ability to enforce provisions contained in the ESA or network affiliate agreements; (13) economic conditions, including the level of expenditures on and perception of cinema advertising; (14) our ability to implement or achieve new revenue opportunities; (15) any failure to realize the anticipated benefits of the post-showtime inventory in our network or the development of additional digital or digital out of home revenue opportunities; (16) technological changes and innovations or the failure to adequately protect our systems, data or property from technology failures or cyberattacks; (17) our ability to renew or replace expiring advertising contracts; (18) the ongoing effects of NCM LLC’s emergence from bankruptcy or a lack of support from the ESA Parties; (19) reinvestment in our network and product offerings may require significant funding and resulting reallocation of resources; (20) fluctuations in and timing of operating costs; (21) our ability to retain or replace our senior management; (22) any failure to grow advertising revenue in line with the growth of contractual costs; (23) macroeconomic uncertainty which alters the spending priorities of current or prospective advertisers; and (24) changes in government regulations, funding, trade policies or tariffs. In addition, the outlook provided does not include the impact of any future unusual or infrequent transactions; sales and acquisitions of operating assets and investments; any future non-cash impairments of intangible and fixed assets; amounts related to litigation or the related impact of taxes that may occur from time to time due to management decisions and changing business circumstances. The Company is currently unable to forecast precisely the timing and/or magnitude of any such amounts or events. Please refer to the Company’s Securities and Exchange Commission filings, including the “Risk Factor” section of the Company’s Quarterly Report on Form 10-Q for the three months ended April 2, 2026 and in the Annual Report on Form 10-K for the year ended January 1, 2026, for further information about these and other risks. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak to the information only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result, of new information, future events or otherwise, except as required by law. This presentation contains references to Non-GAAP financial measures including (A) the Company’s Adjusted OIBDA (Operating Income Before Depreciation and Amortization expense, adjusted to exclude non-cash share-based compensation costs, workforce and system transformation costs, satellite transition costs, Spotlight acquisition and integration costs and advisor fees related to involvement in the Cineworld Proceeding and the Chapter 11 Case), and (B) Captivate’s Adjusted EBITDA (Earnings Before Depreciation and Amortization expense, adjusted to exclude stock based compensation and other non-cash items, foreign exchange translation adjustment, and one-time expenses, including employee one-time costs, and incorporates proforma adjustments to present Captivate as if it was owned by NCM during the period). A reconciliation of the Company’s Adjusted OIBDA is available on the investor page of the Company’s website at www.ncm.com A reconciliation of Captivate’s Adjusted EBITDA is available in this presentation. Forward-Looking Statements and Non-GAAP Metrics
1 Creates the Leading Premium Video and Digital Out-of-Home Advertising Platform Expands the combined company to more than 48,000 screens across theaters, Class A office buildings, and residential properties in 185 DMAs, including all of the top 100 2 Broadens Reach Across Complementary Audiences Unites NCM’s young, diverse cinema audience with Captivate’s affluent professional audience, reaching both consumers and decision makers through a single partner 3 Expands Advertiser Appeal and Unlocks Growth Opportunities Ability to leverage NCM’s national and local sales organization across Captivate’s network, with new cross-selling and bundled offerings across both networks 4 Enhances Technology and Programmatic Capabilities Opportunity to accelerate NCM’s programmatic initiatives by bringing Captivate’s proprietary technology platform and established supply-side partner relationships in-house 5 Diversifies NCM’s Revenue Base and Strengthens Financial Profile Adds a growing, asset-light business with long-term building agreements and deep advertiser relationships, minimal capital requirements, strong free cash flow, and accretive margins A Compelling Extension of NCM’s Core Business Connecting advertisers with highly sought-after audiences in premium, high-attention environments +
FY2025 FY2025 Pro Forma Including synergies and targeted savings Net Revenue $243 million $64 million $307 million Adj. EBITDA2 / OIBDA2 $39 million $19 million $73 million1 Adj. EBITDA2 / OIBDA Margin2 16% 30% 24% Screen Count3 ~22,000 26,000+ 48,000+ Enhanced Financial Profile 1 Pro Forma Adjusted EBITDA includes $3.5 million in expected Captivate synergies and $11 million of cost savings relating to NCM’s operational transformation. 2 Adjusted EBITDA and Adjusted OIBDA are non-GAAP metrics. Please see appendix for definitions and corresponding reconciliations to historical GAAP measures. 3 Screen count data is as of August 2026. NCM screen count includes theater and lobby screens.
Transaction Overview Captivate Highlights Transaction Value Capital Structure Closing Conditions Purchase price represents an enterprise value of $275.0 million, reflecting approximately 10x Captivate’s pro forma Adjusted EBITDA1 $275.0 million of new committed term debt; available cash refinances existing revolving credit facility and funds transaction and financing expenses Pro forma net leverage of ~3.9x expected at close Companies remain independent until close, expected in 2H 2026, subject to customary closing conditions and regulatory approval The leading operator of digital video elevator and lobby advertising in North America Core business includes 1,600+ Class A and Class B office buildings Growing residential business includes 9,700+ locations 2025 revenue of ~$64 million and Adjusted EBITDA1 of ~$19 million 1 Adjusted EBITDA is a non-GAAP metric. Please see appendix for definitions and corresponding reconciliations to historical GAAP measures.
Creates the Leading Premium Video and Digital Out-of-Home Advertising Platform 1,750 theaters ~22,000 theater & lobby screens 11,000+ buildings 26,000+ digital video screens 185 DMAs including all of the top 100 48,000+ premium video screens Combined Platform + = Footprint & History More than 170 DMAs across the U.S. and Canada Founded 1997; headquartered in New York Established Core Office Business 1,600+ Class A and Class B office buildings 49 billion annual impressions Growing Residential Presence Launched in 2023, residential network now spans more than 9,700+ locations 19 billion annual impressions Captivate Platform Screen count data is as of August 2026. NCM screen count includes theater and lobby screens. 1
Diversifies NCM’s Revenue Base and Strengthens Financial Profile Captivate Historical Financials ($M)1 Business Highlights Adjusted EBITDA1 margins of 30% with limited variable cost on incremental advertising revenue ~$3M of annual capex – minimal capital requirements Strong free cash flow and meaningful operating leverage More than $3.5 million of run-rate cost synergies expected within one year 1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP metrics. Please see appendix for definitions and corresponding reconciliations to historical GAAP measures. 2
Broadens Reach Across Complementary Audiences CINEMA OFFICE $120K+ median household income 30 median age $120K+ median household income 1,000+ Fortune 2000 company offices 62% multicultural Three premium high-value audiences RESIDENTIAL 500+ enterprise business offices 3
Expands Advertiser Appeal and Unlocks Growth Opportunities Commercial Opportunities Introduce a new dynamic advertising solution to retarget audiences from buildings to theaters in key DMAs Cross-sell business-to-business and business-to-consumer across a combined national, local and programmatic advertiser base Offer a larger, more liquid premium digital out-of-home (DOOH) inventory pool for programmatic buyers Apply Captivate’s network operations and programmatic expertise to accelerate NCM's theater lobby business Footprint Expansion Potential Class A office penetration, select markets ~1,600 of 27,000+ addressable office buildings ~9,700 of 120,000+ addressable residential locations 4
Enhances Technology and Programmatic Capabilities Programmatic transaction rails Established and deployed programmatic platform SSP relationships covering 90% of the programmatic DOOH market Audience data & measurement Tenant-level targeting; ROI attribution across brand lift, foot traffic, site activation NCMx audience data, targeting, and measurement Technology platform Proprietary platform built for low-cost installation and multi-screen delivery Proprietary cinema inventory management and advertising delivery system Advertiser demand National and regional focus with 86% advertiser retention National and local demand across a broad advertiser base Inventory Office & Residential Cinema Screen & Lobby Single platform of premium out-of-home inventory 5
Capital Allocation Leverage and Priorities Inclusive of the transaction, incurrence of the new term debt, expected synergies, and savings from NCM’s operational transformation initiative, NCM expects net leverage at close to be approximately 3.9x Primary use of free cash flow following close will be debt reduction, supported by high gross margins and asset-light model $M % New Transaction Debt 275 91.4% Excess Cash 26 8.6% Total Sources $301 100.0% Sources $M % Purchase of Captivate Equity 275 91.4% Refinancing NCM revolving credit facility 12 4.0% Transaction and Financing Expenses 14 4.6% Total uses $301 100.0% Uses
Appendix
NCM Non-GAAP Reconciliations National CineMedia, Inc. Reconciliation of Operating Income to Adjusted OIBDA (dollars in millions, unaudited) FY 2025 Operating Loss $ (13.9) Depreciation expense 4.6) Amortization expense 33.3) Share-based compensation costs (1) 9.3) Workforce and system optimization costs (2) 3.9) Spotlight acquisition and integration costs (3) 0.4) Fees and expenses related to the Cineworld Proceeding and Chapter 11 Case (4) 1.5) Adjusted OIBDA $ 39.1) (1) Share-based compensation costs are included in 'network operating costs', 'selling and marketing costs' and 'administrative and other costs' in the Company's unaudited Condensed Consolidated Financial Statements. (2) Workforce and system transformation costs represent charges incurred in conjunction with the 2026 Transformation Initiative. In 2025, these represent redundancy costs associated with changes to the Company’s workforce, as well as related office relocations, a one-time assessment of the technology surrounding the Company's programmatic offerings and an assessment of operating efficiencies. (3) Advisor and legal fees incurred in connection with the acquisition of Spotlight in the fourth quarter of 2025, as well as temporary transition costs incurred during the integration of Spotlight into the Company's processes during the first quarter of 2026. (4) Advisor and legal fees and expenses incurred in connection with the Company’s involvement in the Cineworld Proceeding and Chapter 11 Case and related appeals, as well as insurance and retention related expenses.
Captivate Non-GAAP Reconciliations Captivate Holdings, LLC Reconciliation of Net Income to Proforma Adjusted EBITDA (dollars in millions, unaudited) FY 2025 FY 2024 FY 2023 Net income $ 7.3) $ 1.2) $ 1.5) Income tax expense 0.3) -) ) 0.3) Interest expense, net 5.5) 5.3) 5.5) Depreciation and amortization 4.1) 4.0) 5.0) Share-based compensation costs 0.2) 0.1) -) ) Foreign exchange translation adjustment (0.2) 0.1) (0.8) One-time and non-recurring items (1) 0.9) 1.6) (0.1) Proforma adjustments to present Captivate as if owned by NCM (2) 1.3) 1.5) 1.1) Adjusted, Proforma EBITDA $ 19.3) $ 13.8) $ 12.5) (1) One-time and non-recurring items for 2025 include one-time professional services related to prior year audit work, CFO transition costs, management recruiting firm fees, legal fees incurred to prepare for the sale process, and consulting costs incurred in conjunction with a one -time data-integrity review. In 2024 and 2023, these adjustments primarily related to one-time accounting adjustments related to the adoption of ASC 326 - Current Expect Credit Losses and prior year errors corrected as part of the 2023 audit, respectively. (2) Proforma adjustments represents costs incurred by Captivate which would not have been incurred if owned by NCM during the historical period, specifically Board of Director and management fees as well as excess audit costs.