National CineMedia, Inc. SEC filings document the company’s cinema advertising business, its role as managing member of National CineMedia, LLC, and public-company governance matters. Form 8-K filings report operating results, financial-condition updates, Regulation FD disclosures, completed acquisition activity, and amendments to prior event reports.
The company’s proxy and governance filings cover annual meeting matters, director elections, executive compensation, board structure, and shareholder voting items. Other filings address board appointments, executive departures, compensatory arrangements, bylaw amendments, director-count changes, indemnification arrangements, and related corporate governance disclosures under Nasdaq-listed issuer requirements.
Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd report their holdings of National CineMedia, Inc. common stock in an amended Schedule 13G. Together, they report beneficial ownership of 9,313,977 shares, representing 9.9% of the outstanding common stock.
Orbis holds sole voting and dispositive power over 9,224,077 shares, while Allan Gray Australia holds sole voting and dispositive power over 89,900 shares; neither reports any shared voting or dispositive power. Both entities are classified as a Non-U.S. Institution equivalent to an Investment Adviser. Each filer disclaims beneficial ownership of shares reported by the other and states that filing jointly does not constitute a group for Section 13(d) purposes. Other persons have rights to receive dividends or proceeds associated with these securities through the investment structures managed by the firms.
Hotchkis and Wiley Capital Management, LLC, an investment adviser organized in Delaware, reported beneficial ownership of 9,451,093 shares of National CineMedia, Inc. common stock on this amended Schedule 13G. This position represents 10.08% of the outstanding common stock.
Hotchkis and Wiley has sole voting power over 8,113,552 shares and sole dispositive power over all 9,451,093 shares, with no shared voting or dispositive power. The securities are owned of record by the firm’s advisory clients, who are entitled to dividends and sale proceeds, and no single client is known to hold more than five percent of the class. The filing notes that certain clients retain voting authority over some shares, so the adviser can dispose of more shares than it can vote.
National CineMedia, Inc. reported higher cinema advertising revenue but continued net losses for the quarter and six months ended July 2, 2026. Revenue rose to $58.4 million from $51.8 million in the prior-year quarter, and to $92.4 million from $86.6 million for the first half, driven by growth in national and local/regional advertising and contributions from the Spotlight acquisition.
The company posted a quarterly operating loss of $12.8 million and net loss of $9.9 million, with a first-half net loss of $38.6 million. However, operating cash flow improved sharply to $16.6 million for the six months, compared with $1.1 million a year earlier, supported by working-capital improvements. Cash and restricted cash totaled $46.1 million, and long-term debt under the 2025 Credit Facility remained $12.0 million, with ample covenant headroom.
Management launched a 2026 Transformation Initiative, eliminating about 10% of the workforce and incurring severance, vendor termination fees and consulting costs to increase efficiencies and automation. The company also continues to integrate the Spotlight Cinema Networks acquisition and, subsequent to quarter end, agreed to acquire Captivate for $275.0 million, to be financed with a new five-year term loan and revolving credit facility, expanding its digital out-of-home screen network beyond theaters.
National CineMedia, Inc. reported fiscal second quarter 2026 results with revenue up 12.7% to $58.4 million, compared with $51.8 million a year earlier, driven by stronger box office and advertising demand. For the first six months of 2026, revenue rose 6.7% to $92.4 million from $86.6 million.
Profitability remains weak: second quarter operating loss was $12.8 million and net loss was $9.9 million, or $0.11 per diluted share, similar to the prior-year loss per share. Adjusted OIBDA improved to $2.1 million from $0.7 million, and for the first half it was negative $8.5 million. Operating margin stayed sharply negative at (21.9)%.
The company announced a definitive agreement to acquire Captivate Holdings, LLC at an enterprise value of $275.0 million, funded by $275.0 million of new committed term debt and available cash to refinance the existing revolver and pay transaction costs. Management expects to realize more than $3.5 million of annual run-rate cost synergies within the first year after closing. The deal is expected to close in the second half of 2026, subject to customary conditions and regulatory approvals. In connection with the proposed acquisition and expected leverage at closing, the company has paused its quarterly dividend program and is not providing forward outlook.
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.
National CineMedia, Inc. Chief Financial Officer Ronnie Y. Ng sold 1,000 shares of common stock on August 3, 2026 at $4.05 per share in an open market transaction pursuant to a Rule 10b5-1 trading plan adopted on March 20, 2026. After this sale, he directly held 204,095 shares.
National CineMedia, Inc. CEO Thomas F. Lesinski reported equity compensation activity and a related tax sale. On July 31, 2026, 74560.0000 restricted stock units vested and were converted into an equal number of common shares at $0.0000 per share. On August 3, 2026, he sold 50623.0000 common shares at $4.1832 per share in open‑market transactions to satisfy tax obligations under the award agreement.
National CineMedia Inc. is the subject of a notice covering a planned sale of 52,000 shares of common stock through Morgan Stanley Smith Barney LLC on 07/31/2026, to be traded on NASDAQ. The notice also references 74,560 shares tied to Restricted Stock Unit Vesting on the same date as compensation from the issuer.
In addition, Thomas F. Lesinski reported prior sales of common stock over the past three months, including 20,181 shares on 05/05/2026, 46,100 shares on 06/25/2026, 28,900 shares on 06/26/2026, and 70,168 shares on 07/02/2026, with associated cash proceeds listed for each transaction.
National CineMedia, Inc. Chief Legal Officer Maria VG Woods reported compensation-related stock activity involving restricted stock units and common shares. On June 30, 2026, restricted stock units converted into 25,833 shares of common stock at a price of $0.00 per share upon vesting. On July 2, 2026, she sold 12,058 shares of common stock at an average price of $3.7724 per share, with the footnotes explaining this sale was made on the open market to cover tax obligations from the vesting. Following these transactions, she directly holds 163,162 shares of National CineMedia common stock.
National CineMedia, Inc.’s Chief Financial Officer Ronnie Y. Ng reported routine equity compensation activity. On June 30, 2026, restricted stock units vested and were exercised into 51,666 shares of common stock at $0.00 per share, representing an acquisition of common stock upon vesting.
Each restricted stock unit represented one share of common stock, so the vesting converted all 51,666 units into shares. On July 2, 2026, Ng then sold 32,328 common shares at an average price of $3.7724 per share. A footnote explains this sale was made on the open market to satisfy tax obligations arising from the RSU vesting under the award agreement, rather than as a discretionary portfolio trade.
After these transactions, Ng directly owned 205,095 shares of National CineMedia common stock, and there were no remaining derivative positions from this RSU grant shown in the filing. Overall, the filing reflects a standard RSU vesting and related tax-withholding sale by the company’s CFO.