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Reading International (RDI) CFO exercises 24,400 RSUs with tax withholding

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

Rhea-AI Filing Summary

Reading International EVP, CFO & Treasurer Gilbert Avanes reported routine equity compensation activity involving restricted stock units. On April 11, 2026, he exercised 24,400 Restricted Stock Units, each converting into one share of Class A Non-Voting Common Stock. The same 24,400 shares were withheld in a tax-related disposition, a non-market event used to cover obligations rather than an open-market sale. Following these transactions, he directly owned 125,618 shares of Class A Non-Voting Common Stock.

Footnotes explain these RSUs were part of an 81,577-unit grant on April 11, 2023 under the 2020 Stock Incentive Plan, with portions vesting annually and 13,150 performance-based RSUs vesting on April 11, 2026 after the compensation committee certified performance.

Positive

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Insider Avanes Gilbert
Role EVP, CFO & Treasurer
Type Security Shares Price Value
Exercise Restricted Stock Units 24,400 $0.00 --
Tax Withholding Class A Non-Voting Common Stock 24,400 $0.00 --
Holdings After Transaction: Restricted Stock Units — 11,250 shares (Direct); Class A Non-Voting Common Stock — 125,618 shares (Direct)
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 81,577 restricted stock units were granted on April 11, 2023 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 45,000 restricted stock units vest in four equal annual installments on April 11, 2024, April 11, 2025, April 11, 2026 and April 11, 2027; (ii) 21,577 restricted stock units vested on April 11, 2024; and (iii) 13,150 performance-based restricted stock units (PRSU) vested on April 11, 2026 based on the Compensation and Stock Option Committee certification of the performance level achieved. 24,400 restricted stock units are fully vested on April 11, 2026 and 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 24,400 units Restricted Stock Units converted to Class A Non-Voting Common Stock on April 11, 2026
Shares withheld for taxes 24,400 shares Tax-withholding disposition of Class A Non-Voting Common Stock on April 11, 2026
Shares owned after transaction 125,618 shares Direct holdings of Class A Non-Voting Common Stock following April 11, 2026 transactions
Original RSU grant 81,577 units Restricted stock units granted April 11, 2023 under 2020 Stock Incentive Plan
Time-based RSUs with annual vesting 45,000 units Vest in four equal annual installments on April 11, 2024–2027
RSUs vested in 2024 21,577 units Restricted stock units vested on April 11, 2024
Performance-based RSUs vested 13,150 units PRSUs vested April 11, 2026 after performance certification
Restricted Stock Units financial
"Each Restricted Stock Unit represents the contingent right to receive one share"
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
"13,150 performance-based restricted stock units (PRSU) vested on April 11, 2026"
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
2020 Stock Incentive Plan financial
"restricted stock units were granted on April 11, 2023 pursuant to the Company's 2020 Stock Incentive Plan"
Class A Non-Voting Common Stock financial
"underlying shares of Class A Non-Voting Common Stock upon vesting of the unit"
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*
Avanes Gilbert
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CFO & Treasurer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/11/2026		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 Stock04/11/2026F(1)24,400A(1)125,618D
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)04/11/2026M24,400 (2)(3) (2)(3)Class A Non-Voting Common Stock24,400$011,250D
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 81,577 restricted stock units were granted on April 11, 2023 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 45,000 restricted stock units vest in four equal annual installments on April 11, 2024, April 11, 2025, April 11, 2026 and April 11, 2027; (ii) 21,577 restricted stock units vested on April 11, 2024; and (iii) 13,150 performance-based restricted stock units (PRSU) vested on April 11, 2026 based on the Compensation and Stock Option Committee certification of the performance level achieved.
3. 24,400 restricted stock units are fully vested on April 11, 2026 and 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/ Gilbert Avanes04/14/2026
** 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 insider transaction did RDI CFO Gilbert Avanes report on this Form 4?

Gilbert Avanes reported exercising 24,400 Restricted Stock Units into Class A Non-Voting Common Stock, with the resulting 24,400 shares withheld to satisfy tax obligations. After these routine equity compensation events, he directly held 125,618 shares of Class A Non-Voting Common Stock.

How many Reading International RSUs did Gilbert Avanes exercise and what happened to the shares?

He exercised 24,400 Restricted Stock Units, each converting into one share of Class A Non-Voting Common Stock. All 24,400 resulting shares were then disposed of through tax withholding, a non-market transaction used to pay exercise-related or vesting-related obligations, not an open-market sale.

What is the origin of the 24,400 RSUs in the RDI CFO’s Form 4 filing?

The 24,400 RSUs come from a larger 81,577-unit grant awarded on April 11, 2023 under Reading International’s 2020 Stock Incentive Plan. This grant includes time-based and performance-based tranches that vest over several years, including the 24,400 units fully vested on April 11, 2026.

How many Reading International shares does Gilbert Avanes own after these transactions?

After the reported RSU exercise and tax-withholding disposition, Gilbert Avanes directly owns 125,618 shares of Class A Non-Voting Common Stock. This figure reflects his position following the April 11, 2026 transactions and shows continued meaningful equity exposure to Reading International stock.

What are performance-based restricted stock units (PRSUs) mentioned in the RDI filing?

Performance-based restricted stock units vest only if specified performance goals are achieved. In this case, 13,150 PRSUs vested on April 11, 2026 after the Compensation and Stock Option Committee certified the performance level, triggering delivery rights under Reading International’s 2020 Stock Incentive Plan.

Is the RDI CFO’s tax-withholding disposition a market sale of shares?

No, the tax-withholding disposition is not an open-market sale. It represents 24,400 shares withheld by or delivered to satisfy tax or exercise costs tied to RSU vesting. Such F-code transactions are mechanical and do not reflect discretionary buying or selling decisions in the market.