Reading International (RDI) executive has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

READING INTERNATIONAL INC executive Robert F. Smerling reported a routine tax-related share disposition. The issuer withheld 13,713 shares of Class A Non-Voting Common Stock at $1.075 per share to cover tax obligations tied to restricted stock units vesting on April 5, 2025, April 11, 2025, and April 18, 2025 and the deferred delivery of the underlying stock. After this non-market tax-withholding transaction, he continues to hold 76,777 shares directly.

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

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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^*

SMERLING ROBERT F

(Last) (First) (Middle)

189 SECOND AVENUE

SUITE 2S

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
READING INTERNATIONAL INC [ RDI ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President - U.S. Cinemas

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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
Class A Non-Voting Common Stock	03/13/2026		F(1)		13,713	D	$1.075	76,777	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person is reporting the disposition of 13,713 shares of Class A Common Stock which shares were withheld by the issuer to cover the tax withholding obligations relating to the vesting of restricted stock units on April 5, 2025, April 11, 2025, and April 18, 2025 and the deferred delivery of the underlying Class A Common Stock.

	/s/ Robert F. Smerling	03/17/2026
	** 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).
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FAQ

What insider transaction did RDI executive Robert F. Smerling report?

Robert F. Smerling reported a tax-related share disposition, where 13,713 shares of Reading International Class A Non-Voting Common Stock were withheld by the company. The withholding covered tax obligations from previously granted restricted stock units that vested and were delivered in 2025.

Was the RDI Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Reading International withheld 13,713 shares to satisfy Smerling’s tax obligations linked to vesting restricted stock units and deferred stock delivery, rather than him selling shares in the market.

How many RDI shares were involved in Robert F. Smerling’s tax withholding?

The transaction involved 13,713 shares of Reading International Class A Non-Voting Common Stock at a reported value of $1.075 per share. These shares were withheld by the issuer specifically to cover tax liabilities associated with the vesting of his restricted stock units in 2025.

How many RDI shares does Robert F. Smerling hold after this Form 4 transaction?

After the tax-withholding disposition, Robert F. Smerling directly holds 76,777 shares of Reading International Class A Non-Voting Common Stock. This figure reflects his remaining direct ownership following the issuer’s withholding of 13,713 shares to satisfy related tax obligations.

What triggered the tax-withholding disposition reported for RDI’s Robert F. Smerling?

The disposition was triggered by tax obligations arising from the vesting of restricted stock units on April 5, 11, and 18, 2025. Reading International withheld 13,713 underlying Class A shares to cover these taxes and the deferred delivery of those vested restricted stock units.