Is the National CineMedia CEO’s share sale a tax-related transaction?

Yes. A footnote explains the 20,181-share open-market sale at $3.4464 per share was conducted to satisfy tax obligations triggered by the vesting of restricted stock units, under the terms of the equity award agreement.

National CineMedia CEO sells shares for taxes

Q: What insider transactions did NCMI CEO Thomas Lesinski report on this Form 4?

Thomas F. Lesinski reported vesting of 29,709 restricted stock units on May 1, 2026 and an open-market sale of 20,181 common shares on May 4, 2026. These actions reflect routine equity compensation settlement and related tax transactions.

Q: Why did the NCMI CEO sell 20,181 shares of National CineMedia stock?

The CEO sold 20,181 common shares at $3.4464 per share to satisfy the tax obligation arising from the vesting of restricted stock units. A footnote specifies the sale was made pursuant to the terms of the award agreement for tax withholding.

Q: What happened to the 29,709 restricted stock units reported by NCMI’s CEO?

On May 1, 2026, 29,709 restricted stock units vested and were converted into the same number of National CineMedia common shares at $0.00 per share. A footnote states each restricted stock unit represents the right to receive one common share.

National CineMedia, Inc. Chief Executive Officer Thomas F. Lesinski reported routine equity compensation activity.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

National CineMedia, Inc. Chief Executive Officer Thomas F. Lesinski reported routine equity compensation activity. On May 1, 2026, he exercised 29,709 restricted stock units, receiving the same number of common shares at $0.00 per share upon vesting. A footnote explains that each unit converts into one common share.

On May 4, 2026, he sold 20,181 common shares in an open-market transaction at an average price of $3.4464 per share to satisfy tax obligations associated with the vesting, as described in the footnotes. After these transactions, he directly holds 568,559 common shares.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Lesinski Thomas F.

Role Chief Executive Officer

Sold 20,181 shs ($70K)

Approx. gross sale proceeds $70K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	20,181	$3.4464	$70K
Exercise	Restricted Stock Units	29,709	$0.00	$0.00
Exercise	Common Stock	29,709	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 568,559 shares (Direct)

Footnotes (3)

F1. Represents acquisition of common stock upon vesting of restricted stock units.
F2. Represents the sale of securities on the open market to satisfy the tax obligation upon the vesting of restricted stock units pursuant to the terms of the award agreement.
F3. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

Key Figures

RSUs vested: 29,709 units Shares sold: 20,181 shares Sale price: $3.4464 per share +2 more

5 metrics

RSUs vested 29,709 units Restricted stock units converted to common stock on May 1, 2026

Shares sold 20,181 shares Open-market sale on May 4, 2026 to satisfy tax obligation

Sale price $3.4464 per share Average price for 20,181 common shares sold on May 4, 2026

Post-transaction holdings 568,559 shares Common stock directly held by CEO after reported transactions

RSU exercise price $0.00 per unit Conversion of 29,709 restricted stock units to common shares

Key Terms

Restricted Stock Units, Exercise or conversion of derivative security, Sale in open market or private transaction

3 terms

Restricted Stock Units financial

"Represents acquisition of common stock upon vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Sale in open market or private transaction financial

"transaction_code_description: Sale in open market or private transaction"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did NCMI CEO Thomas Lesinski report on this Form 4?

Thomas F. Lesinski reported vesting of 29,709 restricted stock units on May 1, 2026 and an open-market sale of 20,181 common shares on May 4, 2026. These actions reflect routine equity compensation settlement and related tax transactions.

Why did the NCMI CEO sell 20,181 shares of National CineMedia stock?

The CEO sold 20,181 common shares at $3.4464 per share to satisfy the tax obligation arising from the vesting of restricted stock units. A footnote specifies the sale was made pursuant to the terms of the award agreement for tax withholding.

How many National CineMedia shares does the CEO hold after these transactions?

Following the reported transactions, Thomas F. Lesinski directly holds 568,559 shares of National CineMedia common stock. This figure reflects the net position after the RSU vesting of 29,709 shares and the sale of 20,181 shares for tax purposes.

What happened to the 29,709 restricted stock units reported by NCMI’s CEO?

On May 1, 2026, 29,709 restricted stock units vested and were converted into the same number of National CineMedia common shares at $0.00 per share. A footnote states each restricted stock unit represents the right to receive one common share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/05/2026 - 04:15 PM EDT

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

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^*

Lesinski Thomas F.

(Last)

(First)

(Middle)

C/O NATIONAL CINEMEDIA, INC.

(Street)

CENTENNIAL

COLORADO

80111

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
National CineMedia, Inc. [ NCMI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2026		M		29,709⁽¹⁾	A	$0	588,740	D
Common Stock	05/04/2026		S		20,181⁽²⁾	D	$3.4464	568,559	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽³⁾	05/01/2026		M			29,709	05/01/2026	05/01/2026	Common Stock	29,709	$0	0	D

Explanation of Responses:

1. Represents acquisition of common stock upon vesting of restricted stock units.

2. Represents the sale of securities on the open market to satisfy the tax obligation upon the vesting of restricted stock units pursuant to the terms of the award agreement.

3. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

	/s/ Laura Anne Kenwick, as attorney-in-fact	05/05/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR