Reading International (RDI) president settles 24,400 RSUs with tax withholding, holds 101,177 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

READING INTERNATIONAL INC executive Robert F. Smerling, President – U.S. Cinemas, exercised 24,400 Restricted Stock Units into Class A Non-Voting Common Stock as part of previously granted awards. The same 24,400 shares were withheld to cover tax obligations, and he now directly holds 101,177 Class A Non-Voting shares.

Insider Trade Summary

24,400 shares exercised/converted

Mixed 2 txns

Insider SMERLING ROBERT F

Role President - U.S. Cinemas

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 — 101,177 shares (Direct)

Footnotes (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.

Key Figures

RSUs exercised: 24,400 units Shares withheld for tax: 24,400 shares Shares held after transaction: 101,177 shares +5 more

8 metrics

RSUs exercised 24,400 units Restricted Stock Units converted to Class A Non-Voting Common Stock on April 11, 2026

Shares withheld for tax 24,400 shares Class A Non-Voting Common Stock delivered to satisfy tax obligations (code F)

Shares held after transaction 101,177 shares Direct holdings of Class A Non-Voting Common Stock following April 11, 2026 transactions

Total RSUs granted 81,577 units RSUs granted April 11, 2023 under 2020 Stock Incentive Plan

Time-vested RSUs 45,000 units Vest in four equal annual installments on April 11, 2024–2027

RSUs vested 2024 21,577 units Restricted Stock Units vested on April 11, 2024

Performance-based RSUs 13,150 units PRSU vested on April 11, 2026 after performance certification

Remaining RSUs 11,250 units Total RSUs following derivative transaction entry

Key Terms

Restricted Stock Units, performance-based restricted stock units (PRSU), 2020 Stock Incentive Plan, irrevocable deferral election

4 terms

Restricted Stock Units financial

"Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock"

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 based on the ... performance level achieved."

2020 Stock Incentive Plan financial

"81,577 restricted stock units were granted on April 11, 2023 pursuant to the Company's 2020 Stock Incentive Plan."

irrevocable deferral election financial

"the underlying shares ... will be delivered to the reporting person in accordance with their irrevocable deferral election."

Form 4 Insider Transactions: What Each Field Means →

04/14/2026 - 07:13 PM

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

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^*

SMERLING ROBERT F

(Last)

(First)

(Middle)

189 SECOND AVENUE

SUITE 2S

(Street)

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Non-Voting Common Stock	04/11/2026		F⁽¹⁾		24,400	A	⁽¹⁾	101,177	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/11/2026		M			24,400	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Non-Voting Common Stock	24,400	$0	11,250	D

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/ Robert F. Smerling	04/14/2026
	** 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).
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 transactions did RDI executive Robert F. Smerling report?

Robert F. Smerling exercised 24,400 Restricted Stock Units into Class A Non-Voting Common Stock. The same 24,400 shares were then withheld to satisfy tax obligations, a routine compensation-related event rather than an open-market stock purchase or sale.

How many Reading International (RDI) shares does Robert F. Smerling hold after this Form 4?

After these transactions, Robert F. Smerling directly holds 101,177 shares of Reading International Class A Non-Voting Common Stock. This total reflects his position following the RSU conversion and related tax-withholding share disposition on April 11, 2026.

What RSU grants under RDI’s 2020 Stock Incentive Plan are described in this filing?

The filing notes 81,577 Restricted Stock Units granted on April 11, 2023. Of these, 45,000 vest in four annual installments, 21,577 vested on April 11, 2024, and 13,150 performance-based RSUs vested on April 11, 2026, subject to certified performance.

Were Robert F. Smerling’s RDI transactions open-market stock sales or purchases?

No open-market trades are reported. The Form 4 shows an RSU exercise (code M) and a tax-withholding disposition (code F), where 24,400 shares were delivered to cover obligations, a standard mechanism tied to equity compensation rather than discretionary market trading.

What does the vesting of 24,400 RDI Restricted Stock Units represent?

The 24,400 Restricted Stock Units became fully vested on April 11, 2026, entitling Smerling to an equal number of Class A Non-Voting shares. Delivery of these shares will follow his irrevocable deferral election, aligning payment timing with his chosen deferral terms.

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

The filing references 13,150 performance-based restricted stock units that vested on April 11, 2026. Vesting was based on the Compensation and Stock Option Committee’s certification of performance, meaning the award depended on achieving pre-set performance criteria before shares were earned.