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Reading International (RDI) CEO converts RSUs into Class A shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Reading International Inc. Director, President and CEO Ellen M. Cotter exercised restricted stock units into Class A Non-Voting Common Stock as part of her equity compensation. On April 18, 2026, 11,990 restricted stock units converted into an equal number of shares at a stated price of $0.00 per share.

On April 21, 2026, an additional 70,196 restricted stock units fully vested and converted into 70,196 Class A Non-Voting shares. These units stem from grants made in 2022 and 2023 under the company’s 2020 Stock Incentive Plan, including performance-based awards certified by the Compensation and Stock Option Committee.

Following these transactions, Cotter directly holds 1,066,822 shares of Class A Non-Voting Common Stock. Certain vested units are subject to an irrevocable deferral election, meaning the underlying shares will be delivered to her at a later time according to that election.

Positive

  • None.

Negative

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Insider COTTER ELLEN M
Role Director, President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 70,196 $0.00 --
Exercise Class A Non-voting Common Stock 70,196 $0.00 --
Exercise Restricted Stock Units 11,990 $0.00 --
Exercise Class A Non-voting Common Stock 11,990 $0.00 --
Holdings After Transaction: Restricted Stock Units — 15,576 shares (Direct, null); Class A Non-voting Common Stock — 1,066,822 shares (Direct, null)
Footnotes (1)
  1. Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock upon vesting of the unit. As previously reported, a total of 95,923 restricted stock units were granted on April 18, 2022 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 47,962 restricted stock units vest in four equal annual installments on April 18, 2023, April 18, 2024, April 18, 2025 and April 18, 2026; and (ii) 47,961 performance-based restricted stock units (PRSU) vested on April 18, 2025 based on the Compensation and Stock Option Committee certification of the performance level achieved. 11,990 restricted stock units are fully vested on April 18, 2026. The underlying shares of Class A Common Stock in Reading International, Inc. will be delivered to the reporting person in accordance with their irrevocable deferral election. As previously reported, a total of 166,667 restricted stock units were granted on April 21, 2023 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 62,306 restricted stock units vest in four equal annual installments on April 21, 2024, April 21, 2025, April 21, 2026 and April 21, 2027; and (ii) 42,056 restricted stock units fully vested on April 21, 2024, and (iii) 62,305 performance-based restricted stock units (PRSU) vest on April 21, 2026 based on the Compensation and Stock Option Committee certification of the performance level achieved. 70,196 restricted stock units are fully vested on April 21, 2026. The underlying shares of Class A Common Stock in Reading International, Inc. will be delivered to the reporting person in accordance with their irrevocable deferral election.
RSUs exercised total 82,186 restricted stock units Exercise/conversion transactions reported in April 2026
RSUs exercised April 18, 2026 11,990 restricted stock units Converted into Class A Non-Voting Common Stock
RSUs exercised April 21, 2026 70,196 restricted stock units Converted into Class A Non-Voting Common Stock
Share holdings after latest transaction 1,066,822 shares Class A Non-Voting Common Stock held directly after April 21, 2026
2022 RSU grant size 95,923 restricted stock units Granted April 18, 2022 under 2020 Stock Incentive Plan
2023 RSU grant size 166,667 restricted stock units Granted April 21, 2023 under 2020 Stock Incentive Plan
Restricted Stock Units financial
"11,990 restricted stock units are fully vested on April 18, 2026."
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.
performance-based restricted stock units (PRSU) financial
"47,961 performance-based restricted stock units (PRSU) vested on April 18, 2025"
2020 Stock Incentive Plan financial
"restricted stock units were granted on April 18, 2022 pursuant to the Company's 2020 Stock Incentive Plan."
irrevocable deferral election financial
"shares ... will be delivered to the reporting person in accordance with their irrevocable deferral election."
Class A Non-Voting Common Stock financial
"Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
COTTER ELLEN M
(Last)(First)(Middle)
189 SECOND AVENUE
SUITE 2S
(Street)
NEW YORK NEW YORK 10003
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
READING INTERNATIONAL INC [ RDI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)XOther (specify below)
Director, President and CEOMember of Sec.13(d)(3) Group
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Non-voting Common Stock04/18/2026M11,990A(1)996,626D
Class A Non-voting Common Stock04/21/2026M70,196A(1)1,066,822D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)04/18/2026M11,990 (2)(3) (2)(3)Class A Non-Voting Common Stock11,990$00D
Restricted Stock Units(1)04/21/2026M70,196 (4)(5) (4)(5)Class A Non-Voting Common Stock70,196$015,576D
Explanation of Responses:
1. Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock upon vesting of the unit.
2. As previously reported, a total of 95,923 restricted stock units were granted on April 18, 2022 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 47,962 restricted stock units vest in four equal annual installments on April 18, 2023, April 18, 2024, April 18, 2025 and April 18, 2026; and (ii) 47,961 performance-based restricted stock units (PRSU) vested on April 18, 2025 based on the Compensation and Stock Option Committee certification of the performance level achieved.
3. 11,990 restricted stock units are fully vested on April 18, 2026. The underlying shares of Class A Common Stock in Reading International, Inc. will be delivered to the reporting person in accordance with their irrevocable deferral election.
4. As previously reported, a total of 166,667 restricted stock units were granted on April 21, 2023 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 62,306 restricted stock units vest in four equal annual installments on April 21, 2024, April 21, 2025, April 21, 2026 and April 21, 2027; and (ii) 42,056 restricted stock units fully vested on April 21, 2024, and (iii) 62,305 performance-based restricted stock units (PRSU) vest on April 21, 2026 based on the Compensation and Stock Option Committee certification of the performance level achieved.
5. 70,196 restricted stock units are fully vested on April 21, 2026. The underlying shares of Class A Common Stock in Reading International, Inc. will be delivered to the reporting person in accordance with their irrevocable deferral election.
/s/ Ellen Cotter04/21/2026
** Signature of Reporting PersonDate
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

FAQ

What did RDI CEO Ellen Cotter report in this Form 4 filing?

Ellen M. Cotter reported exercising restricted stock units into Class A Non-Voting Common Stock. She converted 11,990 units on April 18, 2026 and 70,196 units on April 21, 2026, reflecting routine equity compensation vesting under Reading International’s 2020 Stock Incentive Plan.

How many Reading International (RDI) shares does Ellen Cotter hold after these transactions?

After these transactions, Ellen M. Cotter directly holds 1,066,822 shares of Reading International Class A Non-Voting Common Stock. This figure reflects her position following the April 21, 2026 conversion of 70,196 restricted stock units, as disclosed in the Form 4 ownership table.

What restricted stock unit grants are referenced in the RDI Form 4 footnotes?

The footnotes reference 95,923 restricted stock units granted on April 18, 2022 and 166,667 units granted on April 21, 2023. These awards include both time-based tranches vesting annually and performance-based restricted stock units that vest based on certified performance levels by the Compensation and Stock Option Committee.

What are performance-based restricted stock units (PRSUs) mentioned for RDI?

Performance-based restricted stock units (PRSUs) are equity awards that vest only if specified performance goals are met. For Reading International, the filing notes tranches of PRSUs that vested or will vest when the Compensation and Stock Option Committee certifies the performance level achieved under the applicable grant.

What does the irrevocable deferral election mean in the RDI Form 4?

The irrevocable deferral election means some vested restricted stock units convert into shares, but delivery of those shares to Ellen Cotter is postponed. The underlying Class A Common Stock will be delivered later according to previously elected deferral terms, affecting timing of when she actually receives the shares.

Were these RDI insider transactions open-market purchases or sales?

These transactions were not open-market purchases or sales. The Form 4 shows code M transactions, meaning exercises or conversions of derivative securities. Cotter’s restricted stock units vested and converted into Class A Non-Voting shares at a stated price of $0.00 per unit as compensation.