NCMI

• The acquisition is expected to close in the second half of 2026, pending regulatory approval and other customary conditions; no financing condition.
• Captivate operates over 26,000 digital video screens in office and residential buildings across North America, with 2025 revenue of ~$64 million and Adjusted EBITDA of ~$19 million.
• The combined platform will have more than 48,000 screens across 185 DMAs, including all top 100, and is expected to generate over $3.5 million in annual run-rate cost synergies within year one.
• NCM has secured $275 million in new term debt and a $25 million revolving credit facility to fund the acquisition and refinance existing debt; NCM will pause its dividend and share repurchase programs.
• The purchase price represents approximately 10x Captivate's pro forma EBITDA, and NCM expects net leverage at close of approximately 3.9x.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Q2 2026 net loss narrowed to $9.9 million ($0.11 per diluted share) from $10.7 million ($0.11 per diluted share) in Q2 2025.
• Adjusted OIBDA (non-GAAP) rose to $2.1 million in Q2 2026 from $0.7 million in Q2 2025.
• On August 10, 2026, NCM agreed to acquire Captivate Holdings for $275.0 million enterprise value, funded with new term debt; expected to close in H2 2026.
• Quarterly dividend program paused due to expected leverage at closing; no forward outlook provided.
• Operational transformation delivered $2.7 million in cost savings year-to-date, on track for ~$11.0 million annualized.
• Captivate acquisition expected to create platform with 48,000+ screens across 185 DMAs and generate >$3.5 million annual run-rate cost synergies.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Net loss narrowed to $28.6 million ($0.31 per diluted share) from $30.7 million ($0.32 per share) a year earlier.
• Adjusted OIBDA was negative $10.5 million, compared to negative $9.0 million in Q1 2025.
• The company implemented an operational transformation targeting $11.0 million in annualized cost savings, with $3.0 million realized to date and up to $6.0 million expected in 2026.
• For Q2 2026, NCM LLC expects revenue of $57.0-$63.0 million and Adjusted OIBDA of $1.0-$5.0 million.

2.02 Results of Operations and Financial Condition · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• The amendment increases the number of directors from seven to eight.
• The increase takes effect immediately prior to the start of the 2026 Annual Meeting of Stockholders, scheduled for May 7, 2026.
• The full text of the amendment is filed as Exhibit 3.1 to the 8-K.
• The report was filed under Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year).

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• Q4 operating income increased to $23.8 million from $20.0 million; net income was $29.3 million ($0.31 diluted EPS) versus $24.7 million ($0.26) in Q4 2024.
• Full-year 2025 revenue grew 1.0% to $243.2 million; net loss narrowed to $10.6 million ($0.11 loss per diluted share) from $22.3 million ($0.23 loss).
• Q4 adjusted OIBDA was $37.2 million, above guidance; full-year adjusted OIBDA was $39.1 million, down from $45.7 million.
• Company declared a cash dividend of $0.03 per share (about $2.8 million), payable March 23, 2026 to shareholders of record March 9, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Lesinski eligible for annual cash bonus target of 100% of base salary and annual long-term incentive award with grant date fair value of at least $1,000,000.
• Lesinski to receive 1,500,000 options in 2026, vesting based on thresholds set by Compensation Committee in Q1 2026.
• Chief Legal Officer Maria V. Woods' agreement extended to December 31, 2028, effective December 31, 2025, with base salary increased to $485,000.
• Woods remains eligible for annual cash bonus target of 75% of base salary and discretionary long-term incentive awards.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Spotlight is the only U.S. cinema advertising company focused on art house, luxury, and dine-in exhibitors, including Cinépolis Luxury Cinema, Landmark Theatres, Flix Brewhouse, and LOOK Dine-In Cinemas.
• The acquisition increases NCM's national market share by approximately 6% and expands its theater presence by 30% in the New York and Los Angeles markets.
• NCM expects the transaction to be accretive to shareholders on a pro forma basis, with a purchase multiple of 4.5x pro forma EBITDA, and expects to realize full run-rate synergies over 2026.
• The deal was disclosed under Item 7.01 Regulation FD via a press release (Exhibit 99.1) and is not deemed filed for SEC purposes.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The departure follows the elimination of the President – Sales, Marketing and Partnerships position.
• Her departure is treated as an 'Involuntary Termination' under her employment agreement, making her eligible for severance equal to 100% of her base salary plus 100% of her target bonus, paid in equal installments over 12 months, contingent on a valid release of claims.
• The filing states her termination is not the result of a violation of any Company policy.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements