National CineMedia (NCMI) grants 1.5M performance stock options to CEO

Rhea-AI Filing Summary

National CineMedia, Inc. reported that Chief Executive Officer Thomas F. Lesinski was granted 1,500,000 employee stock options on February 24, 2026. These derivative securities carry an exercise price of $0.0000 per share and are held as direct ownership.

The options vest, if at all, in three equal tranches over a three-year performance period, subject to Mr. Lesinski’s continued service. Each tranche requires the 30-day volume-weighted-average share price to reach $5.00, $6.00, and $7.00, respectively. For each tranche, one-half vests upon achievement of the specific price metric and the remaining half on the first anniversary of that achievement.

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^*

Lesinski Thomas F.

(Last) (First) (Middle)

C/O NATIONAL CINEMEDIA, INC.

(Street)

CENTENNIAL CO 80111

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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

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
Employee stock options (right to buy)	$3.39(1)	02/24/2026		A		1,500,000		(1)	02/24/2036	Common Stock	1,500,000	$0	1,500,000	D

Explanation of Responses:

1. The shares subject to the option will vest, if at all, in three equal tranches over a three-year performance period subject to continued service by Mr. Lesinski if the 30-day volume-weighted-average price of the shares equals or exceeds $5.00, $6.00, and $7.00. Each tranche will vest, if at all, one-half upon the achievement of the specific metric and one-half on the first anniversary of the achievement.

	/s/ Jeremy Gibb, as attorney-in-fact	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did National CineMedia (NCMI) report in this Form 4 filing?

National CineMedia reported a grant of 1,500,000 employee stock options to CEO Thomas F. Lesinski. The options have a $0.0000 exercise price and vest based on specific stock price performance hurdles over a three-year period, subject to continued service.

How many stock options did NCMI’s CEO receive in this grant?

Thomas F. Lesinski received 1,500,000 employee stock options. These are derivative securities that give him the right to buy National CineMedia shares, with vesting tied to achieving 30-day volume-weighted-average price targets and continued employment conditions.

What are the vesting conditions for the NCMI CEO’s 1,500,000 options?

The 1,500,000 options vest, if at all, in three equal tranches over a three-year performance period. Each tranche requires the 30-day volume-weighted-average share price to meet $5.00, $6.00, and $7.00 targets, plus continued service by Mr. Lesinski.

How does each tranche of the NCMI CEO’s options vest over time?

Each tranche vests in two steps: half vests when the specific stock price metric is achieved, and the remaining half vests on the first anniversary of that achievement. This structure links long-term retention and performance for National CineMedia’s CEO.

Is the NCMI CEO’s new option grant a direct or indirect holding?

The filing shows the 1,500,000 employee stock options as directly owned by Thomas F. Lesinski. Direct ownership means the options are attributed to him personally rather than through a trust, partnership, or other indirect holding entity.