of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement. On August 10, 2026, NCM Holdings, LLC (the “Buyer”), a wholly-owned subsidiary of National CineMedia, Inc. (the “Company”), entered into a Securities Purchase Agreement and Plan of Merger (the “Purchase Agreement”) with (i) Captivate Holdings, LLC (“Captivate”), (ii) Captivate Network Holdings, Inc., Captivate Network Holdings II, Inc. and Captivate Network Holdings III, Inc. (collectively, the “Blockers”), and (iii) various direct and indirect equi…

Other Events. In connection with the Acquisition, pursuant to an irrevocable commitment letter, dated August 10, 2026 (the “Debt Commitment Letter”), provided to National CineMedia, LLC, a wholly-owned subsidiary of the Company, by Crestline Management, L.P., Encina Commercial Finance SPV 2, LLC and Encina Commercial Finance SPV 3b, LLC (the “Initial Lenders”), the Initial Lenders committed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, at the…

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Chief Executive Officer (Lesinski), Chief Legal Officer and Secretary (Woods) — Thomas F. Lesinski, Maria V. Woods: The Company extended the employment agreements of its CEO and Chief Legal Officer, increasing their compensation packages.

President - Sales, Marketing and Partnerships — Catherine Sullivan: Ms. Sullivan's departure is due to the elimination of her position and will be treated as an 'Involuntary Termination'.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Director — Simon Mullaly: Appointment of Simon Mullaly as a member of the Board to fill the vacancy created by Tripp Lane's resignation.

Director — Nathan “Tripp” Lane: Mr. Lane resigned from the Board of Directors and all committees, with a successor to be designated by Blantyre Capital.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement. On April 17, 2025, National CineMedia, LLC (“NCM LLC”), the operating company for National CineMedia, Inc. (“NCM, Inc.” or the “Company”), entered into the Second Amended and Restated Exhibitor Services Agreement (the “2025 AMC Agreement”) with American Multi-Cinema, Inc. and its affiliates (collectively, “AMC”). The 2025 AMC Agreement extends the term of the ESA, modifies the program distributed by NCM LLC in AMC theaters and adjusts the considerat…

Unregistered Sales of Equity Securities. On March 19, 2025, National CineMedia, Inc. (“NCM, Inc.” or the “Company”), as sole manager of National CineMedia LLC (“NCM LLC”), provided written notices setting forth the determination of common membership units due to/from the members of NCM LLC as shown in the table below, in accordance with the Common Unit Adjustment Agreement dated as of February 13, 2007, by and among NCM, Inc., NCM LLC, Regal CineMedia Holdings, LLC (“Regal”), American Multi-C…

Other Events. On March 12, 2025, the Board of Directors of the Company declared a cash dividend on the Company's common stock in an amount of $0.03 per share to stockholders of record as of March 24, 2025, payable on April 7, 2025.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this

Entry into a Material Definitive Agreement. On January 24, 2025 (the “Effective Date”), National CineMedia, LLC (“NCM LLC”), as borrower, entered into a Loan and Security Agreement (the “Loan Agreement”) with U.S. Bank National Association, as lender (the “Lender”). The Loan Agreement provides for a $45 million senior secured revolving credit facility (the “Credit Facility”) that matures on January 24, 2028 (the “Maturity Date”). In connection with entering into the Loan Agreement, NCM LLC re…

Termination of a Material Definitive Agreement. On the Effective Date, NCM LLC repaid in full amounts outstanding and terminated all commitments under the Prior Credit Agreement.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Chief Financial Officer — Ronnie Y. Ng: Amendment to employment agreement, including extension of term and increase in compensation.

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Director — Tiago Lourenço: Mr. Lourenço resigned from the Board of Directors.

President - Sales, Marketing and Partnerships — Catherine Sullivan: The company hired a new President - Sales, Marketing and Partnerships.