National CineMedia, Inc.reports beneficial ownership of 7,897,853 shares of Common Stock, equal to 8.48% of the class as of 03/31/2026. The filing, Amendment No. 1 to a Schedule 13G/A, shows sole voting power of 6,813,512 shares and sole dispositive power of 7,897,853 shares. The filer, Hotchkis and Wiley Capital Management, LLC, states these shares are owned of record by its clients and notes that certain clients have retained voting power over their Common Shares.
Positive
None.
Negative
None.
Insights
Large passive stake reported: 7,897,853 shares (8.48%).
The Schedule 13G/A amendment records 7,897,853 shares beneficially owned as of 03/31/2026, representing 8.48% of the class. The holder reports substantial sole dispositive power while noting clients may retain voting rights.
This is a disclosure of concentration rather than an active corporate action; subsequent trading activity will depend on the underlying clients and not the filing itself.
Filing clarifies adviser capacity and client ownership.
The filing identifies Hotchkis and Wiley as an investment adviser filing in its advisory capacity and states the securities are owned of record by its clients. Item 6 explains no single client is known to hold over 5% individually.
Disclosure separates voting and dispositive power; the noted client voting retention is a required qualifier that affects interpretation of control signals.
Key Figures
Beneficially owned shares:7,897,853 sharesPercent of class:8.48%Sole voting power:6,813,512 shares
3 metrics
Beneficially owned shares7,897,853 sharesAmount beneficially owned as of 03/31/2026
Percent of class8.48%Percent of common stock reported in Item 4
Sole voting power6,813,512 sharesNumber of shares with sole power to vote reported in Item 4
Key Terms
beneficially owned, sole dispositive power, Schedule 13G/A
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerregulatory
"(iii) Sole power to dispose or to direct the disposition of: 7,897,853"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13G/Aregulatory
"The filing, <b>Amendment No. 1</b> to a Schedule 13G/A, shows"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
What stake does Hotchkis and Wiley hold in National CineMedia (NCMI)?
Hotchkis and Wiley reports beneficial ownership of 7,897,853 shares, representing 8.48% of common stock as of 03/31/2026. The filing is an Amendment No. 1 to a Schedule 13G/A signed on 05/15/2026.
Does Hotchkis and Wiley have voting control over those NCMI shares?
The filer reports sole voting power for 6,813,512 shares and notes some clients retained voting power. The filing states clients hold the shares of record and may retain voting authority.
Are these shares owned directly by Hotchkis and Wiley or by its clients?
The Schedule 13G/A states the securities are owned of record by clients of Hotchkis and Wiley, and the firm filed in its capacity as an investment adviser with dispositive power over the shares.
Does any single client control more than 5% of NCMI under this filing?
Item 6 states that no client known to the adviser is identified as having the right to receive dividends or sale proceeds for more than 5% of the class; shareholders are not listed as exceeding that threshold.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
National CineMedia, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
635309206
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
635309206
1
Names of Reporting Persons
Hotchkis and Wiley Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6,813,512.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,897,853.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,897,853.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.48 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
National CineMedia, Inc.
(b)
Address of issuer's principal executive offices:
6300 S. SYRACUSE WAY, SUITE 300, CENTENNIAL, CO, 80111
Item 2.
(a)
Name of person filing:
Hotchkis and Wiley Capital Management, LLC
(b)
Address or principal business office or, if none, residence:
601 S. Figueroa Street, 39th Fl, Los Angeles, CA 90017
(c)
Citizenship:
Delaware
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
635309206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
7,897,853
(b)
Percent of class:
8.48%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
6,813,512
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
7,897,853
(iv) Shared power to dispose or to direct the disposition of:
0
Note that certain of HWCM's clients have retained voting power over the Common Shares that they beneficially own. Accordingly, HWCM has the power to dispose of more Common Shares than it can vote.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The securities as to which this Schedule is filed by HWCM, in its capacity as investment adviser, are owned of record by clients of HWCM. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
