NCMI / National CineMedia, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

National CineMedia, Inc. Reports Results for Fiscal Second Quarter 2025 Reaffirms commitment to shareholder returns with quarterly dividend of $0.03 per share Third quarter sales commitments pacing ahead of Q3 2024

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Second Quarter 2025 Reaffirms commitment to shareholder returns with quarterly dividend of $0.03 per share Third quarter sales commitments pacing ahead of Q3 2024 Centennial, Colo. - August 5, 2025 - National CineMedia, Inc. (NASDAQ: NCMI) (the “Company” or “NCM”), the managing member of National CineMedia, LLC (NCM LLC), the operato

Form of Indenture relating to Debt Securities.

Exhibit 4.5 INDENTURE DATED AS OF     , 20 BETWEEN NATIONAL CINEMEDIA, INC. as Issuer, AND as Trustee Providing for Issuance of Debt Securities in Series TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Compliance Certificates and Opinions 6 Section 1.03 Form of Documents Delivered to Trustee 6 Section 1.04 Acts of

As filed with the United States Securities and Exchange Commission on August 5, 2025

As filed with the United States Securities and Exchange Commission on August 5, 2025 Registration No.

Power of Attorney.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) National CineMedia, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, I

FORM 8-K Item 2.02 Results of Operations and Financial Condition Item 9.01 Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commissio

Second Amended and Restated Exhibitor Services Agreement, dated April 17, 2025, between National CineMedia, LLC, American Multi-Cinema, Inc., Muvico, LLC, and the other parties thereto

Execution Version Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED SECOND AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT BETWEEN NATIONAL CINEMEDIA, LLC AND AMC (AS DEFINED HEREIN) AMENDED AND RESTATED AS

The Bylaw, as amended March 17, 2025.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. As amended February 1, 2024 MACROBUTTON DocID INDEX TO AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. Section Page ARTICLE I Offices 1 Section 1.01 Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II Stockholders 1 Section 2.01 Annual Meeting 1 Section 2.02 Special Meetings 1 Section 2.03 Place of Meeting 1 Sec

Amendment No. 1 to Loan and Security Agreement, dated as of March 10, 2025, by and between National CineMedia, LLC, as Borrower, and U.S. Bank National Association, as Bank

Execution Version Exhibit 10.2 AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of March 10, 2025, by and between NATIONAL CINEMEDIA, LLC (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION (the “Bank”), under that certain Loan and Security Agreement, dated as of January 24, 2025 (as amended, restated, supplemented or

Joint Venture Termination and Settlement Agreement, dated April 17, 2025, between American Multi-Cinema, Inc., National CineMedia, LLC, and National CineMedia, Inc.

Execution Version Exhibit 10.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED JOINT VENTURE TERMINATION AND SETTLEMENT AGREEMENT This Joint Venture Termination and Settlement Agreement (this “Agreement”) is entered into

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA,

National CineMedia, Inc. Reports Results for Fiscal First Quarter 2025 Revenue of $34.9 million meets guidance range New long-term agreement with AMC Theaters to further enhance value of NCM advertising platform

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal First Quarter 2025 Revenue of $34.9 million meets guidance range New long-term agreement with AMC Theaters to further enhance value of NCM advertising platform Centennial, Colo. - May 6, 2025 - National CineMedia, Inc. (NASDAQ: NCMI) (the “Company” or “NCM”), the managing member of National CineMedia, LLC (NCM LLC), the operator of t

Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 01, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission F

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Amendment to the Company's Amended and Restated Bylaws, dated March 17, 2025.

AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. (A DELAWARE CORPORATION) Adopted effective March 17, 2025 This Amendment (the “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of National CineMedia, Inc., a Delaware corporation (the “Corporation”), is made pursuant to Section 7.08 of the Bylaws and Article XI of the Amended and Restated Certificate of Incorpor

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Forward-Looking Statements The following presentations contain various forward-looking statements that reflect management’s current expectations or beliefs regarding future events, including statements regarding the Company’s anticipated future finan

Forward-Looking Statements The following presentations contain various forward-looking statements that reflect management’s current expectations or beliefs regarding future events, including statements regarding the Company’s anticipated future financial performance.

NCM Unveils Strategic Growth Opportunities for Long-Term Shareholder Value Creation at 2025 Investor Day Reintroduces annual dividend of $0.12 per share Provides plans to accelerate advertising growth through investment in technology and talent

Exhibit 99.2 NCM Unveils Strategic Growth Opportunities for Long-Term Shareholder Value Creation at 2025 Investor Day Reintroduces annual dividend of $0.12 per share Provides plans to accelerate advertising growth through investment in technology and talent Centennial, CO - March 13, 2025 - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of approxima

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission

Form of Restricted Stock Unit Agreement (Time Based).+

Exhibit 10.26.5 NATIONAL CINEMEDIA, INC. 2020 OMNIBUS INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AGREEMENT The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an award of Time-Based Restricted Stock Units under the National CineMedia, Inc. 2020 Omnibus Incentive Plan (the “Plan”), to the Grantee named below. This Ti

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF NATIONAL CINEMEDIA, INC.'S SECURITIES The following is a description of National CineMedia, Inc.’s (the “Company,” “we,” “us” or “our”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of such securities, refer to the Company’s Se

Insider Trading Policy

January 30, 2025 Exhibit 19.1 NATIONAL CINEMEDIA, INC. NATIONAL CINEMEDIA, LLC INSIDER TRADING POLICY Purpose The purpose of this Insider Trading Policy (the “Policy”) is to assure compliance with laws prohibiting “insider trading,” to help protect National CineMedia, Inc. and National CineMedia, LLC and their employees from serious liability and penalties that can result from violation of such la

Powers of Attorney of National CineMedia, Inc.

Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Maria V. Woods, Ronnie Y. Ng, and Thomas F. Lesinski, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign National Cine

National CineMedia, LLC Third Amended and Restated Limited Liability Company Operating Agreement dated as of February 13, 2007, by and among American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc., as amended through March 18, 2024.

Exhibit 10.1 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT* OF NATIONAL CINEMEDIA, LLC *Conformed to include: • First Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement, dated March 16, 2009 (“Amendment No. 1”), • Second Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement, dated August 6, 2010 (

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 06, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commission

National CineMedia, Inc. Reports Results for Fiscal Fourth Quarter and Full Year 2024 Revenue of $86.3 million marks fifth consecutive quarter exceeding guidance

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Fourth Quarter and Full Year 2024 Revenue of $86.3 million marks fifth consecutive quarter exceeding guidance Centennial, Colo. - March 6, 2025 - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of approximately 100% of National CineMedia, LLC (NCM LLC), the operator of the largest cinem

Form of Restricted Stock Unit Agreement (Performance Based).+

Exhibit 10.26.6 NATIONAL CINEMEDIA, INC. 2020 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT Performance Period: The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an award of Performance-Based Restricted Stock Units under the National CineMedia, Inc. 2020 Omnibus Incentive Plan (the “Plan”), t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

b UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, INC

The Bylaws, as amended February 1, 2024.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. As amended February 1, 2024 INDEX TO AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. Section Page ARTICLE I Offices 1 Section 1.01 Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II Stockholders 1 Section 2.01 Annual Meeting 1 Section 2.02 Special Meetings 1 Section 2.03 Place of Meeting 1 Section 2.04 Notice o

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF NATIONAL CINEMEDIA, INC. National CineMedia, LLC, a Delaware limited liability company NCMI II, LLC, a Delaware limited liability company NCM Blocker Parent, LLC, a Delaware limited liability company NCM Blocker Sub 1, LLC, a Delaware limited liability company NCM Blocker Sub 2, LLC, a Delaware limited liability company

Loan and Security Agreement, dated as of January 24, 2025, by and among National CineMedia, LLC, as Borrower, the other credit parties party thereto from time to time, and U.S. Bank National Association, as Bank

U.S. $45,000,000 LOAN AND SECURITY AGREEMENT dated as of January 24, 2025 among U.S. BANK NATIONAL ASSOCIATION, as Bank, NATIONAL CINEMEDIA, LLC, as Borrower and THE OTHER PARTIES HERETO THAT ARE DESIGNATED AS CREDIT PARTIES Table of Contents (continued) Page 1. DEFINITIONS. 1 1.1 Defined Terms 1 1.2 Terms Generally 34 1.3 Accounting Terms; GAAP 35 1.4 Divisions 36 1.5 Letter of Credit Amounts 36

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2025 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commissi

NCMI / National CineMedia, Inc. / Blantyre Capital Ltd - SC 13D/A Activist Investment

SC 13D/A 1 d864305dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 635309206 (CUSIP Number) Katrina West 52 Jermyn Street London SW1Y 6LX United Kingdom Tel No.: (44) 20 7534 04

AMENDED AND RESTATED JOINT FILING AGREEMENT

EX-99.3 2 d864305dex993.htm EX-99.3 Exhibit 3 CUSIP No. 635309206 AMENDED AND RESTATED JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange

NCMI / National CineMedia, Inc. / HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 hotchkiswiley-ncmi093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* National CineMedia, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 635309206 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check

National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2024 Exceeds guidance with revenue of $62.4 million Scatter revenue up 35% year-over-year

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2024 Exceeds guidance with revenue of $62.4 million Scatter revenue up 35% year-over-year Centennial, CO - November 5, 2024 - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of approximately 100% of National CineMedia, LLC (NCM LLC), the operator of the largest cinema adve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMED

Employment Agreement, dated September 5, 2024 between National CineMedia, Inc. and Ronnie Ng.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between National CineMedia, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 05, 2024 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commiss

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 05, 2024 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2024 National CineMedia, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, I

National CineMedia, Inc. Reports Results for Fiscal Second Quarter 2024 Revenue of $54.7 million exceeds guidance Advertising revenue per attendee reaches $0.56, surpassing 2019 levels National advertising revenue per attendee up 37% year-over-year

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Second Quarter 2024 Revenue of $54.7 million exceeds guidance Advertising revenue per attendee reaches $0.56, surpassing 2019 levels National advertising revenue per attendee up 37% year-over-year Centennial, CO - August 5, 2024 - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of appro

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 17, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizatio

National CineMedia Appoints Catherine Sullivan as President of Sales, Marketing, and Partnerships Veteran executive joins NCM to lead development and execution of go-to-market strategy to propel next stage of growth across NCM's premium video adverti

Exhibit 99.1 National CineMedia Appoints Catherine Sullivan as President of Sales, Marketing, and Partnerships Veteran executive joins NCM to lead development and execution of go-to-market strategy to propel next stage of growth across NCM's premium video advertising platform NEW YORK – May 15, 2024 – National CineMedia (NASDAQ: NCMI) (“the Company” or “NCM”), the largest cinema advertising platfo

Employment Agreement dated May 15, 2024 between National CineMedia, Inc. and Catherine Sullivan.

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and between National CineMedia, Inc. (the “Company” or “Employer”), and Catherine Sullivan (“Executive”, and together with the Company or Employer, the “Parties”), is entered into as of May 15, 2024 (the “Execution Date”). In consideration of the covenants and agreements contained herein, the Parties agree as follows:

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 15, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizatio

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organization

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 6, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA,

National CineMedia, Inc. Reports Results for Fiscal First Quarter 2024 Total revenue per attendee up 26% year-over-year Upfront revenue up 16% and scatter revenue doubled year-over-year

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal First Quarter 2024 Total revenue per attendee up 26% year-over-year Upfront revenue up 16% and scatter revenue doubled year-over-year Centennial, CO - May 6, 2024 - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of 100.0% of National CineMedia, LLC (NCM LLC), the operator of the larges

DEAR FELLOW STOCKHOLDERS, This past year demonstrated the enduring appeal of cinema and the resilience of NCM to our advertising partners and moviegoing audiences. At the start of 2023, we set out to prove that NCM delivers traditionally ‘unreachable

DEAR FELLOW STOCKHOLDERS, This past year demonstrated the enduring appeal of cinema and the resilience of NCM to our advertising partners and moviegoing audiences.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Letter of Deloitte & Touche LLP dated as of March 22, 2024

Exhibit 16.1 March 22, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of National CineMedia, Inc.'s Form 8-K dated March 22, 2024, and have the following comments: 1.We agree with the statements made in the fourth to sixth paragraphs. 2.We have no basis on which to agree or disagree with the statements made in the fir

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

NCMI / National CineMedia, Inc. / Standard General L.P. - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 schedule13ga.htm AMENDMENT NO. 1 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 635309107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Powers of Attorney of National CineMedia, Inc.*

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF NATIONAL CINEMEDIA, INC.’S SECURITIES The following is a description of National CineMedia, Inc.’s (the “Company,” “we,” “us” or “our”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of such securities, refer to the Company’s Se

Powers of Attorney of National CineMedia, Inc.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2024 National CineMedia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

Sixth Amendment to National CineMedia, LLC Third Amended and Restated Limited Liability Company Operating Agreement dated as of February 13, 2007

SIXTH AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NATIONAL CINEMEDIA, LLC This Sixth Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement (this “Amendment”) of National CineMedia, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of [], 2024, by and among each of the parties h

Powers of Attorney of National CineMedia, Inc.

Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Maria V. Woods, Ronnie Y. Ng, and Thomas F. Lesinski, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign National Cine

First, Second, and Third Amendment to Employment Agreement between National CineMedia, Inc. and Ronnie Y. Ng

Exhibit 10.17.1 First Amendment to the Employment Agreement WHEREAS, National CineMedia, Inc. (the “Company”) and Ronnie Ng (“Executive”) entered into an Employment Agreement, dated August 25, 2021 (the “Employment Agreement”); and WHEREAS, the Company and Executive desire to amend the Employment Agreement on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual

National CineMedia, LLC Third Amended and Restated Limited Liability Company Operating Agreement dated as of February 13, 2007, by and among American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc., as amended through August 7, 2023.

Exhibit 10.1 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT* OF NATIONAL CINEMEDIA, LLC *Conformed to include: •First Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement, dated March 16, 2009 (“Amendment No. 1”), •Second Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement, dated August 6, 2010 (“A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2024 National CineMedia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

Incentive Compensation Recoupment Policy

Exhibit 97.1 National CineMedia, Inc. Incentive Compensation Recovery Policy The Compensation Committee (the “Committee”) of National CineMedia, Inc. (the “Company”) is adopting this Incentive Compensation Recovery Policy (this “Policy”) to provide for the recovery of certain incentive compensation in the event of an Accounting Restatement to align with the highest standards of honest and ethical

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF NATIONAL CINEMEDIA, INC. National CineMedia, LLC, a Delaware limited liability company NCMI II, LLC, a Delaware limited liability company NCM Blocker Parent, LLC, a Delaware limited liability company NCM Blocker Sub 1, LLC, a Delaware limited liability company NCM Blocker Sub 2, LLC, a Delaware limited liability company

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) National CineMedia, Inc.

National CineMedia, Inc. Announces New $100 Million Share Repurchase Program

National CineMedia, Inc. Announces New $100 Million Share Repurchase Program Centennial, CO - (BUSINESS WIRE)-Mar. 18, 2024-National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member of National CineMedia, LLC (“NCM LLC”), the operator of the largest cinema advertising platform in the U.S., today announced that its Board of Directors has approved a new share repurchase p

The Bylaws, as amended February 2, 2024

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. As amended February 1, 2024 INDEX TO AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. Section Page ARTICLE I Offices 1 Section 1.01 Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II Stockholder 1 Section 2.01 Annual Meeting 1 Section 2.02 Special Meetings 1 Section 2.03 Place of Meeting 1 Section 2.04 Notice of

National CineMedia, Inc. Reports Results for Fiscal Fourth Quarter and Full Year 2023 Fourth quarter revenue per attendee reaches record high Fourth quarter adjusted OIBDA significantly exceeds guidance Announces $100 million share repurchase program

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Fourth Quarter and Full Year 2023 Fourth quarter revenue per attendee reaches record high Fourth quarter adjusted OIBDA significantly exceeds guidance Announces $100 million share repurchase program Centennial, CO - (BUSINESS WIRE)-Mar. 18, 2024-National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member of

As filed with the Securities and Exchange Commission on March 18, 2024

As filed with the Securities and Exchange Commission on March 18, 2024 Registration No.

As filed with the United States Securities and Exchange Commission on March 18, 2024

As filed with the United States Securities and Exchange Commission on March 18, 2024 Registration No.

Filing Fee Table.*

Calculation of Filing Fee Table Form S-3MEF (Form Type) National CineMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form T

Form of Restricted Stock Unit Agreement (Time Based) - Emergence Grants

NATIONAL CINEMEDIA, INC. 2020 OMNIBUS INCENTIVE PLAN 2023 CHAPTER 11 EMERGENCE GRANT TIME-BASED RESTRICTED STOCK UNIT AGREEMENT The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an award of Time-Based Restricted Stock Units under the National CineMedia, Inc. 2020 Omnibus Incentive Plan (the “Plan”), to the Grantee name

Amendment to the Amended and Restated Bylaws of National CineMedia, Inc. adopted effective February 1, 2024

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. (A DELAWARE CORPORATION) Adopted effective February 1, 2024 This Amendment (the “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of National CineMedia, Inc., a Delaware corporation (the “Corporation”), is made pursuant to Section 7.08 of the Bylaws and Article XI of the Amended and Restated Certifica

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 2, 2023 National CineM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 2, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organ

Form of Restricted Stock Unit Agreement (Performance Based) - Emergence Grants

NATIONAL CINEMEDIA, INC. 2020 OMNIBUS INCENTIVE PLAN 2023 CHAPTER 11 EMERGENCE GRANT PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT Performance Period: Grant Date- Fiscal Year 2026 The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an award of Performance-Based Restricted Stock Units under the National CineMedia, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 1, 2024 National CineMed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 1, 2024 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEM

Second Amendment to the National CineMedia, Inc. 2020 Omnibus Incentive Plan effective as of November 2, 2023.

Exhibit 10.1 AMENDMENT NO. 2 TO 2020 OMNIBUS INCENTIVE PLAN OF NATIONAL CINEMEDIA, INC. The 2020 Omnibus Incentive Plan of National CineMedia, Inc. (the “2020 Omnibus Incentive Plan”) is hereby amended as follows: 1. Section 4(a)(i)(A) is hereby deleted in its entirety and the following is inserted in lieu thereof: “13,500,000 shares of Common Stock; and” Except as set forth above, the remainder o

National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2023 Third quarter revenue increased 27.7%; total attendance up 23.5% year-over-year to 131.7 million

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2023 Third quarter revenue increased 27.7%; total attendance up 23.5% year-over-year to 131.7 million Centennial, CO - (BUSINESS WIRE)-Nov. 7, 2023-National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member of National CineMedia, LLC (“NCM LLC”), the operator of the largest cinema advertising

Second Amended and Restated Certificate of Incorporation

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NATIONAL CINEMEDIA, INC. (as amended through August 3, 2023) ARTICLE I NAME The name of the Corporation is National CineMedia, Inc. ARTICLE II REGISTERED ADDRESS, AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 1980

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 2, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiz

Elimination of Certificate of Designation of Series A Non-Convertible Preferred Stock of National CineMedia, Inc.

Exhibit 3.3 ELIMINATION OF CERTIFICATE OF DESIGNATION OF SERIES A NON-CONVERTIBLE PREFERRED STOCK OF NATIONAL CINEMEDIA, INC. The undersigned, Ronnie Y. Ng, being the Chief Financial Officer of National CineMedia, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify that, pursuant to the authority contained in the Company’s Second

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 7, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiz

NATIONAL CINEMEDIA, LLC Q2 2023 QUARTERLY REPORT as of June 29, 2023 TABLE OF CONTENTS

NATIONAL CINEMEDIA, LLC Q2 2023 QUARTERLY REPORT as of June 29, 2023 TABLE OF CONTENTS Page Financial Statements 1 Unaudited Balance Sheets 1 Unaudited Statements of Operations 2 Unaudited Statements of Cash Flows 3 Unaudited Statements of Members' Equity/(Deficit) 5 Notes to Unaudited Financial Statements 6 Financial Statements NATIONAL CINEMEDIA, LLC BALANCE SHEETS DEBTOR-IN-POSSESSION (In millions) (UNAUDITED) As of June 29, 2023 December 29, 2022 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 55.

Unaudited Combined Pro Forma Financial Statements

Exhibit 99.2 Unaudited Combined Pro Forma Financial Statements On April 11, 2023 (the “Petition Date”), National CineMedia, LLC (“NCM LLC”) filed a voluntary petition for reorganization with a prearranged Chapter 11 plan under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). NCM LLC’s case was administered under the ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

DEAR FELLOW STOCKHOLDERS: This past year demonstrated the amazing resiliency of cinema, our advertising partners, our moviegoing audiences and NCM. In 2022, we set out to prove that NCM delivers traditionally ‘unreachable’ audiences at scale; provide

DEAR FELLOW STOCKHOLDERS: This past year demonstrated the amazing resiliency of cinema, our advertising partners, our moviegoing audiences and NCM.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 23, 2023 National CineMedi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 23, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiza

NCMI / National Cinemedia Inc / Cinemark Holdings, Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

CUSIP No. 635309206

EX-99.2 3 d541693dex992.htm EX-99.2 CUSIP No. 635309206 Exhibit 2 Director Designation Agreement, incorporated by reference from the Issuer’s Current Report on Form 8-K filed August 7, 2023

NCMI / National Cinemedia Inc / Blantyre Capital Ltd - SC 13D Activist Investment

SC 13D 1 d541693dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 635309206 (CUSIP Number) Katrina West 52 Jermyn Street London SW1Y 6LX United Kingdom Tel No.: (44) 20 7534 0474 (Name,

JOINT FILING AGREEMENT

EX-99.1 2 d541693dex991.htm EX-99.1 CUSIP No. 635309206 Exhibit 1 JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This ag

Loan, Security and Guarantee Agreement dated as of August 7, 2023, by and among National CineMedia, LLC, the certain financial institution party thereto as Lenders, and CIT Northbridge Credit LLC as Agent, Sole Lead Arranger and Sole Bookrunner.

Exhibit 10.1 LOAN, SECURITY AND GUARANTEE AGREEMENT Dated as of August 7, 2023 NATIONAL CINEMEDIA, LLC, and CERTAIN OTHER PERSONS FROM TIME TO TIME DESIGNATED AS A BORROWER HEREUNDER, as Borrowers, CERTAIN OTHER PERSONS FROM TIME TO TIME DESIGNATED AS A GUARANTOR HEREUNDER, as Guarantors, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, CIT NORTHBRIDGE CREDIT LLC, as Agent, and CIT NORTHBRIDGE CREDIT L

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 7, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

Director Designation Agreement, dated as of August 7, 2023, among National CineMedia, Inc., the Consenting Creditor Designation Committee, and Blantyre Capital Limited.

Exhibit 10.3 DIRECTOR DESIGNATION AGREEMENT THIS DIRECTOR DESIGNATION AGREEMENT dated as of August 7, 2023 (this “Agreement”), is among National CineMedia, Inc., a Delaware corporation (“NCM Inc.”), and the members of the designating committee (the “Consenting Creditor Designation Committee”) set forth on Exhibit A, as such exhibit shall be amended from time to time (each, in such capacity, a “Com

Fifth Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC

Exhibit 10.2 FIFTH AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NATIONAL CINEMEDIA, LLC This Fifth Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement (this “Amendment”) of National CineMedia, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 7, 2023, by and among ea

National CineMedia Successfully Completes Financial Restructuring and Announces New Board of Directors Company Substantially Strengthens Capital Structure, Poised to Seize Opportunities with Financial Flexibility New Directors Bring Experience and Ex

Exhibit 99.1 National CineMedia Successfully Completes Financial Restructuring and Announces New Board of Directors Company Substantially Strengthens Capital Structure, Poised to Seize Opportunities with Financial Flexibility New Directors Bring Experience and Expertise in Advertising, Finance, Digital, Media, and Technology Leading Cinema Advertising Platform Positioned for Growth and Success CEN

Certificate of Designation Series B Preferred Stock, dated August 7, 2023.

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES B NON-CONVERTIBLE PREFERRED STOCK OF NATIONAL CINEMEDIA, INC. Pursuant to Section 151 of the Delaware General Corporation Law (the “DGCL”), National Cinemedia, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 103 of the DGCL does hereby submit the followi

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, dated August 3, 2023.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF NATIONAL CINEMEDIA, INC. National CineMedia, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows: FIRST: That, the Board of Directors of the Company duly adopted resolutions in accordance with Sections 14

National CineMedia, Inc. Announces Reverse Stock Split Effective Open of Business on August 4, 2023 Reverse Stock Split Fulfills Obligations Under Restructuring Support Agreement and NCMI 9019 Settlement

Exhibit 99.1 National CineMedia, Inc. Announces Reverse Stock Split Effective Open of Business on August 4, 2023 Reverse Stock Split Fulfills Obligations Under Restructuring Support Agreement and NCMI 9019 Settlement CENTENNIAL, Colo.- August 3, 2023 – National CineMedia, Inc. (Nasdaq: NCMI) (“the Company”), the managing member and owner of National CineMedia, LLC (“NCM LLC”), the operator of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 2, 2023 National CineMedia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 2, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEMEDIA,

Joint Venture Termination and Settlement Agreement, dated June 3, 2023.

Exhibit 10.6 JOINT VENTURE TERMINATION AND SETTLEMENT AGREEMENT This Joint Venture Termination and Settlement Agreement (this “Agreement”) is entered into as of the Execution Date (as defined below), by and between Regal CineMedia Holdings, LLC (“Regal CineMedia Holdings”), Regal Cinemas, Inc. (“Regal Cinemas”), and Regal CineMedia Corporation (“Regal CineMedia Corporation” and together with Regal

Network Affiliate Transaction Agreement by and between National CineMedia, LLC and Regal Cinemas, Inc, dated June 3, 2023.

Exhibit 10.5 NOTE: CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED. NETWORK AFFILIATE TRANSACTION AGREEMENT This Network Affiliate Transaction Agreement (“Agreement”) dated as of Execution Date (as defined below), by and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 27, 2023 National CineMedia,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 27, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizati

Nominee Agreement Order, dated June 2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION Exhibit 10.

Certificate of Designation Series A Preferred Stock, dated June 2

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A NON-CONVERTIBLE PREFERRED STOCK OF NATIONAL CINEMEDIA, INC. Pursuant to Section 151 of the Delaware General Corporation Law (the “DGCL”), National CineMedia, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 103 of the DGCL does hereby submit the followi

National CineMedia Plan of Reorganization Confirmed Plan of Reorganization Strengthens Balance Sheet through Full Equitization of Debt Maintaining Its Dominant Position as the Largest Cinema Advertising Platform in the U.S.

Exhibit 99.2 National CineMedia Plan of Reorganization Confirmed Plan of Reorganization Strengthens Balance Sheet through Full Equitization of Debt Maintaining Its Dominant Position as the Largest Cinema Advertising Platform in the U.S. CENTENNIAL, Colo.- National CineMedia, LLC (NCM LLC or the Company), the largest cinema advertising platform in the U.S., today announced its Plan of Reorganizatio

Modified First Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated June 25, 2023.

ncm-planofreorganization Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION - In re: NATIONAL CINEMEDIA, LLC,1 Debtor. - X : : : : : : : X Chapter 11 Case No. 23-90291 (DRJ) MODIFIED FIRST AMENDED PLAN OF REORGANIZATION OF NATIONAL CINEMEDIA, LLC PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Paul M. Ba

Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: NATIONAL CINEMEDIA, LLC,1 Debtor. x : : : : : : : x Chapter 11 Case No. 23-90291 (DRJ) FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER (I) AP

ncm-confirmationorderpos Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: NATIONAL CINEMEDIA, LLC,1 Debtor. x : : : : : : : x Chapter 11 Case No. 23-90291 (DRJ) FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER (I) APPROVING THE DEBTOR’S DISCLOSURE STATEMENT ON A FINAL BASIS AND (II) CONFIRMING THE MODIFIED FIRST AMENDED CHAPTER 11 PLAN OF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 27, 2023 National CineMedia,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 27, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: x Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 14, 2023 National CineMedia,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 14, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizati

NCMI / National Cinemedia Inc / Standard General L.P. Passive Investment

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 635309107 (CUSIP Number) June 6, 2023 (voluntary filing) (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13

National CineMedia Announces New Long-Term Advertising Agreement with Regal Cinemas Reaffirms NCM as the Dominant Player in Cinema Advertising

National CineMedia Announces New Long-Term Advertising Agreement with Regal Cinemas Reaffirms NCM as the Dominant Player in Cinema Advertising CENTENNIAL, Colo.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 3, 2023 National CineMedia,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 3, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEMEDIA

HIGHLY CONFIDENTIAL SUBJECT TO ONGOING REVISION SUBJECT TO COMMON INTEREST PRIVILEGE SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS HIGHLY CONFIDENTIAL PROVIDED SUBJECT TO EXPRESS CONFIDENTIALITY AGREEMENT National CineMedia Cleansing Materials May 202

HIGHLY CONFIDENTIAL SUBJECT TO ONGOING REVISION SUBJECT TO COMMON INTEREST PRIVILEGE SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS HIGHLY CONFIDENTIAL PROVIDED SUBJECT TO EXPRESS CONFIDENTIALITY AGREEMENT National CineMedia Cleansing Materials May 2023 HIGHLY CONFIDENTIAL PROVIDED SUBJECT TO EXPRESS CONFIDENTIALITY AGREEMENT SUBJECT TO ONGOING REVISION SUBJECT TO COMMON INTEREST PRIVILEGE SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS Forward-Looking Statements This presentation contains various forward-looking statements that reflect management’s current expectations or beliefs regarding future events.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2023 National CineMedia, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 27, 2023 National CineMedia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 27, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 19, 2023 National CineMedia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 19, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

NCMI / National Cinemedia Inc / Standard General L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 635309107 Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, Address and Telep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, INC.

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF NATIONAL CINEMEDIA, INC. National CineMedia, LLC, a Delaware limited liability company (a consolidated subsidiary of National CineMedia, Inc.) NCMI II, LLC, a Delaware limited liability company

Third Amendment to Employment Agreement

Third Amendment to the Employment Agreement WHEREAS, National CineMedia, Inc. (the “Company”) and Ronnie Ng (“Executive”) entered into an Employment Agreement, dated August 25, 2021, as amended by the First Amendment to the Employment Agreement, dated August 31, 2021 and the Second Amendment to Employment Agreement, dated September 13, 2021 (collectively, the “Employment Agreement”); and WHEREAS,

Powers of Attorney of National CineMedia, Inc.

Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Maria V. Woods, Ronnie Y. Ng, and Thomas F. Lesinski, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign National Cine

Description of the Registrant’s Securities

Exhibit 4.5 DESCRIPTION OF NATIONAL CINEMEDIA, INC.’S SECURITIES The following is a description of National CineMedia, Inc.’s (the “Company,” “we,” “us” or “our”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of such securities, refer to the Company’s Se

HIGHLY CONFIDENTIAL SUBJECT TO ONGOING REVISION SUBJECT TO COMMON INTEREST PRIVILEGE SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS HIGHLY CONFIDENTIAL PROVIDED SUBJECT TO EXPRESSED CONFIDENTIALITY AGREEMENT SUBJECT T N IN REVISI N SUBJECT T C N INTERE

binder2 HIGHLY CONFIDENTIAL SUBJECT TO ONGOING REVISION SUBJECT TO COMMON INTEREST PRIVILEGE SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS HIGHLY CONFIDENTIAL PROVIDED SUBJECT TO EXPRESSED CONFIDENTIALITY AGREEMENT SUBJECT T N IN REVISI N SUBJECT T C N INTEREST PRIVILE E SUBJECT T FRE 408 AND STATE LA E UIVALENTS National CineMedia Cleansing Materials February 2023 HIGHLY CONFIDENTIAL PROVIDED SUBJECT TO EXPRESSED CONFIDENTIALITY AGREEMENT SUBJECT TO ONGOING REVISION SUBJECT TO COMMON INTEREST PRIVILEGE SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS Forward-Looking Statements This presentation contains various forward-looking statements that reflect management’s current expectations or beliefs regarding future events.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 11, 2023 National CineMedia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 11, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

National CineMedia To Strengthen Its Financial Position and Drive Long-Term Growth Through Pre-Arranged Restructuring Continues to operate business as usual, connecting brands with the largest, most valuable moviegoing audiences. Enters into Restruct

Exhibit 99.1 National CineMedia To Strengthen Its Financial Position and Drive Long-Term Growth Through Pre-Arranged Restructuring Continues to operate business as usual, connecting brands with the largest, most valuable moviegoing audiences. Enters into Restructuring Support Agreement through which NCM Lenders will convert all debt into equity Company previews strong fourth quarter earnings with

Restructuring Support Agreement, dated as of April 11, 2023, among the Company, NCM LLC and Consenting Secured Creditors.

Exhibit 10.1 THIS AGREEMENT IS NOT, AND SHALL NOT BE DEEMED, A SOLICITATION OF ACCEPTANCES OF ANY CHAPTER 11 PLAN OF REORGANIZATION PURSUANT TO SECTIONS 1125 AND 1126 OF THE BANKRUPTCY CODE OR A SOLICITATION TO TENDER OR EXCHANGE ANY OF THE COMPANY CLAIMS. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. EACH CONSENTING CREDIT

NCMI / National Cinemedia Inc / AMC ENTERTAINMENT HOLDINGS, INC. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* National CineMedia, Inc. (Name of Issuer) Common Stock par value $0.01 per share (Title of Class of Securities) 635309107 (CUSIP Number) March 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

NCMI / National Cinemedia Inc / Cinemark Holdings, Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 29, 2023 National CineMedia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 29, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

Second Supplemental Indenture, dated as of March 31, 2023, by and between National CineMedia, LLC and Computershare Trust Company, as trustee.

Exhibit 4.1 SECOND SUPPLEMENTAL INDENTURE NATIONAL CINEMEDIA, LLC AND COMPUTERSHARE TRUST COMPANY, N.A., as Trustee Dated as of March 31, 2023 to the INDENTURE Dated as of August 19, 2016 5.750% Senior Notes due 2026 5 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of March 31, 2023, among NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (the “Comp

Amendment No. 5 to the Credit Agreement, dated as of March 31, 2023, by and among National CineMedia, LLC, each lender party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

Exhibit 10.2 AMENDMENT NO. 5 TO CREDIT AGREEMENT This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 31, 2023, by and between National CineMedia, LLC, a Delaware limited liability company (the “Borrower”) and each of the Lenders (as defined below) party hereto. R E C I T A L S: A. The Borrower, the lenders from time to time party thereto (the “Lenders”) and JPMo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-33296 NOTIFICATION OF LATE FILING CUSIP NUMBER 635309107

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-33296 NOTIFICATION OF LATE FILING CUSIP NUMBER 635309107 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 29, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

NCMI / National Cinemedia Inc / Cinemark Holdings, Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

First Supplemental Indenture, dated as of March 15, 2023, by and between National CineMedia, LLC and Computershare Trust Company, North America, as trustee.

EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE NATIONAL CINEMEDIA, LLC AND COMPUTERSHARE TRUST COMPANY, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 15, 2023 National CineMedia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 15, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 2, 2023 National CineMedia,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 2, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizati

Form of Retention Agreement

Exhibit 10.1 PERSONAL AND CONFIDENTIAL March 2, 2023 [Participant Name] Dear [•], As you know, National CineMedia, Inc. (the “Company”), is the managing member of National CineMedia, LLC (“NCM LLC”). The Company and NCM LLC are currently facing a challenging business environment. In light of this situation, the Board of Directors of the Company and its Committees have approved a compensation progr

NCMI / National Cinemedia Inc / Cinemark Holdings, Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 17, 2023 National CineMe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 17, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 15, 2023 National CineMe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 15, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organi

NCMI / National CineMedia, Inc. / AMC ENTERTAINMENT HOLDINGS, INC. - SC 13G/A Passive Investment

SC 13G/A 1 tm235632d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* National CineMedia, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 635309107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 17, 2023 National CineMed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 17, 2023 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiz

Amendment No. 4 to the Credit Agreement, dated as of January 17, 2023, by and among National CineMedia

Exhibit 10.1 AMENDMENT NO. 4 TO CREDIT AGREEMENT THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 17, 2023 among National CineMedia, LLC, a Delaware limited liability company (the “Borrower”) and each of the Lenders (as defined below) party hereto. R E C I T A L S: A. The Borrower, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Cha

Amendment No. 1 to the Revolving Credit Agreement, dated as of January 17, 2023, by and among National CineMedia, LLC each lender party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent

Exhibit 10.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 17, 2023 among National CineMedia, LLC, a Delaware limited liability company (the “Borrower”) and each of the Lenders (as defined below) party hereto. R E C I T A L S: A. The Borrower, the lenders from time to time party thereto (the “Lenders”) and the Wilmingt

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 27, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organi

NCMI / National CineMedia, Inc. / REGAL ENTERTAINMENT GROUP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 28, 2022 National CineMe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 28, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-

National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2022 Third quarter AOIBDA at top end of guidance and exceeds consensus estimates Upfront advertising tracking towards strong finish at 85% of the historical average

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2022 Third quarter AOIBDA at top end of guidance and exceeds consensus estimates Upfront advertising tracking towards strong finish at 85% of the historical average Centennial, CO - November 7, 2022 - National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and owner of 47.5% of National CineMedia, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 7, 2022 National CineMed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 7, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiz

Form of Receivable Sales Agreement, dated November 3, 2022, between National CineMedia, LLC and National CineMedia, Inc.

Exhibit 10.2 FORM OF RECEIVABLES SALES AGREEMENT This RECEIVABLES SALES AGREEMENT (this ?Agreement?), dated as of (the ?Effective Date?), is by and between National CineMedia, LLC, a Delaware limited liability company (?LLC ?), as the seller (the ?Seller?) and National CineMedia, Inc., a Delaware corporation, as the purchaser (in such capacity, the ?Purchaser?). Capitalized terms used and not othe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 28, 2022 National CineMed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 28, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiz

National CineMedia, Inc.

National CineMedia, Inc. October 26, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: National CineMedia, Inc. Registration Statement on Form S-3 (File No. 333-267824) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act

As filed with the United States Securities and Exchange Commission on October 25, 2022

As filed with the United States Securities and Exchange Commission on October 25, 2022 Registration No.

Powers of Attorney of National CineMedia, Inc.*

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) National CineMedia, Inc.

Powers of Attorney of National CineMedia, Inc.*

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities

As filed with the United States Securities and Exchange Commission on October 11, 2022

As filed with the United States Securities and Exchange Commission on October 11, 2022 Registration No.

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) National CineMedia, Inc.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 7, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organi

NCMI / National CineMedia, Inc. / Standard General L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 635309107 Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, Address and Telep

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) National CineMedia, Inc.

As filed with the Securities and Exchange Commission on August 9, 2022

As filed with the Securities and Exchange Commission on August 9, 2022 Registration No.

Powers of Attorney of National CineMedia, Inc.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 8, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

Employment Agreement dated as of August 1, 2022, by and between National CineMedia, Inc. and Thomas F. Lesinski. +

Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) by and between National CineMedia, Inc. (the ?Company or Employer?), and Thomas F. Lesinski (?Executive?, and together with the Company or Employer, the ?Parties?), is entered into as of July 20, 2022 (the ?Execution Date?) and shall take effect as of August 1, 2022 (the ?Effecti

Second Amendment to Amended and Restated Exhibitor Services Agreement dated as of July 29, 2022, by and between National CineMedia, LLC and Cinemark USA, Inc.

Exhibit 10.4 SECOND AMENDMENT TO AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT This Second Amendment to Amended and Restated Exhibitor Services Agreement (this ?Amendment?), dated July 29, 2022 (the ?Amendment Effective Date?), is by and between National CineMedia, LLC (?LLC?) and Cinemark USA, Inc. (?Cinemark?). Capitalized terms used but not defined herein shall have the respective meanings

Third Amendment to the Amended and Restated Exhibitor Services Agreement dated as of July 29, 2022, by and between National CineMedia, LLC and Regal Cinemas, Inc.

Exhibit 10.5 THIRD AMENDMENT TO AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT This Third Amendment to Amended and Restated Exhibitor Services Agreement (this ?Amendment?), dated July 29, 2022 (the ?Amendment Effective Date?), is by and between National CineMedia, LLC (?LLC?) and Regal Cinemas, Inc. (?Regal?). Capitalized terms used but not defined herein shall have the respective meanings give

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEMEDIA,

National CineMedia, Inc. Reports Results for Fiscal Second Quarter 2022 Second Quarter Revenue and AOIBDA exceeds Consensus Estimates Management guides to first full year of positive AOIBDA since the pandemic began

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Second Quarter 2022 Second Quarter Revenue and AOIBDA exceeds Consensus Estimates Management guides to first full year of positive AOIBDA since the pandemic began Centennial, CO - August 8, 2022 - National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and owner of 47.4% of National CineMedia, LLC (NCM LLC), the op

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 20, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizati

June 13, 2022

June 13, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: National CineMedia, Inc. Registration Statement on Form S-3 (File No. 333-265417) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nationa

NCMI / National CineMedia, Inc. / Standard General L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* National CineMedia, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 635309107 Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, Address and Telep

The Amended and Restated Bylaws, as amended May 4, 2022. *

Exhibit 4.3 AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. As amended May 4, 2022 INDEX TO AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. Section Page ARTICLE I Offices 1 Section 1.01 Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II Stockholders 1 Section 2.01 Annual Meeting 1 Section 2.02 Special Meetings 1 Section 2.03 Place of Meeting 1 Section 2.04 Notice of Mee

Powers of Attorney of National CineMedia, Inc.*

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Maria V. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities

As filed with the United States Securities and Exchange Commission on June 3, 2022

As filed with the United States Securities and Exchange Commission on June 3, 2022 Registration No.

Calculation of Filing Fee Table Form S-3 (Form Type) National CineMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Calculation of Filing Fee Table Form S-3 (Form Type) National CineMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 2, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizatio

Standard General L.P. Registration Letter to National CineMedia, Inc., dated as of June 2, 2022.

Exhibit 10.1 EXECUTION VERSION National CineMedia, Inc. 6300 S. Syracuse Way, Suite 300 Centennial, Colorado 80111 June 2, 2022 Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Ladies and Gentlemen: This letter agreement (this ?Agreement?) constitutes the agreement between National CineMedia, Inc., a Delaware corporation (the ?Company?), and Standard General L.P., a Delaware l

NCMI / National CineMedia, Inc. / AMC ENTERTAINMENT HOLDINGS, INC. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* National CineMedia, Inc. (Name of Issuer) Common Stock par value $0.01 per share (Title of Class of Securities) 635309107 (CUSIP Number) April 13, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 4, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organization

Amendment to the Amended and Restated Bylaws of National CineMedia, Inc. dated May 4, 2022.

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. (A DELAWARE CORPORATION) Adopted effective May 4, 2022 This Amendment (the ?Amendment?) to the Amended and Restated Bylaws (the ?Bylaws?) of National CineMedia, Inc., a Delaware corporation (the ?Corporation?), is made pursuant to Section 7.08 of the Bylaws and Article XI of the Amended and Restated Certificate of

2020 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.2 from the Registrant’s Current Report on Form

Exhibit 10.1 AMENDMENT NO. 1 TO 2020 OMNIBUS INCENTIVE PLAN OF NATIONAL CINEMEDIA, INC. The 2020 Omnibus Incentive Plan of National CineMedia, Inc. (the ?2020 Omnibus Incentive Plan?) is hereby amended as follows: 1. Section 4(a)(i)(A) is hereby deleted in its entirety and the following is inserted in lieu thereof: ?7,500,000 shares of Common Stock; and? Except as set forth above, the remainder of

Second Amended and Restated Certificate of Incorporation

Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NATIONAL CINEMEDIA, INC. (as amended May 4, 2022) ARTICLE I NAME The name of the Corporation is National CineMedia, Inc. ARTICLE II REGISTERED ADDRESS, AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name

The Amended and Restated Bylaws, as amended May 4, 2022 (2)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. As amended May 4, 2022 INDEX TO AMENDED AND RESTATED BYLAWS OF NATIONAL CINEMEDIA, INC. Section Page ARTICLE I Offices 1 Section 1.01 Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II Stockholders 1 Section 2.01 Annual Meeting 1 Section 2.02 Special Meetings 1 Section 2.03 Place of Meeting 1 Section 2.04 Notice of Mee

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEMEDIA

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, dated May 4, 2022.

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NATIONAL CINEMEDIA, INC. National CineMedia, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (the ?Corporation?), hereby certifies that: FIRST: The Second Amended and Restated Certificate of Incorporation of the Corporation (the ?Certificate of

National CineMedia, Inc. Reports Results for Fiscal First Quarter 2022 First Quarter Revenue Exceeds Management Guidance Company Encouraged with the Increase in Advertising Demand Following Recent Box Office Success and Upfront Presentations

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal First Quarter 2022 First Quarter Revenue Exceeds Management Guidance Company Encouraged with the Increase in Advertising Demand Following Recent Box Office Success and Upfront Presentations Centennial, CO - May 9, 2022 - National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and owner of 47.4% of National CineMedi

NCMI / National CineMedia, Inc. / Cinemark Holdings, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 30, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF NATIONAL CINEMEDIA, INC. National CineMedia, LLC, a Delaware limited liability company (a consolidated subsidiary of National CineMedia, Inc.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33296 NATIONAL CINEMEDIA, INC.

National CineMedia, Inc. Reports Results for Fiscal Fourth Quarter and Full Year 2021 First quarter of positive Adj. OIBDA since 1Q 2020

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Fourth Quarter and Full Year 2021 First quarter of positive Adj. OIBDA since 1Q 2020 Centennial, CO - March 3, 2022 - National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and owner of 48.3% of National CineMedia, LLC (NCM LLC), the operator of the largest cinema advertising network reaching movie audiences in th

Powers of Attorney of National CineMedia, Inc.

Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Maria V. Woods, Ronnie Y. Ng, and Thomas F. Lesinski, and each of them severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign National Cine

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 3, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizati

# # #

Exhibit 99.1 National CineMedia Raises Additional $50 million of Financing through New Revolving Credit Agreement and Obtains Amendment to Existing Credit Agreement CENTENNIAL, Colo. ? January 6, 2022 - National CineMedia, Inc. (NASDAQ: NCMI) (the ?Company? or ?NCM, Inc.?), the managing member and owner of 48.3% of National CineMedia, LLC (?NCM LLC?), the largest cinema advertising network in the

Amendment No. 3 to the Credit Agreement, dated as of January 5, 2022, by and among National CineMedia, LLC, each lender party thereto, and JP Morgan Chase Bank, N.A., as administrative agent

Exhibit 10.1 AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this ?Amendment?) is entered into as of January 5, 2022, among National CineMedia, LLC, a Delaware limited liability company (the ?Borrower?), JPMorgan Chase Bank, N.A. (?JPMorgan?), as administrative agent (in such capacity, the ?Administrative Agent?) and each of the Lenders (as defined below) party hereto

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 5, 2022 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiza

Revolving Credit Agreement, dated as of January 5, 2022, by and among National CineMedia, LLC, each lender party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent

EXHIBIT 10.2 REVOLVING CREDIT AGREEMENT among NATIONAL CINEMEDIA, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB as Administrative Agent and Collateral Agent Dated as of January 5, 2022 TABLE OF CONTENTS CONTENTS Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 40 1.3 Rates. 42 1.4 Divisions 42 SEC

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 8, 2021 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEM

National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2021 Quarterly Cash Dividend Remains at $0.05 per Share Company Encouraged with the Increase in Advertising Demand Following Recent Box Office Success

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Third Quarter 2021 Quarterly Cash Dividend Remains at $0.05 per Share Company Encouraged with the Increase in Advertising Demand Following Recent Box Office Success Centennial, CO - November 8, 2021 - National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and owner of 48.3% of National CineMedia, LLC (NCM LLC), th

# # #

EX-99.1 3 ronniengcfopressrelease.htm RONNIE NG NEW CFO PRESS RELEASE Exhibit 99.1 National CineMedia Names Ronnie Y. Ng as Chief Financial Officer CENTENNIAL, Colo. – September 27, 2021 - National CineMedia, Inc. (NASDAQ: NCMI) (“the Company” or “NCM”), the managing member and owner of 48.2% of National CineMedia, LLC (“NCM LLC”), the largest cinema advertising network in the U.S., has appointed

Employment Agreement dated August 25, 2021 between National CineMedia, Inc. and Ronnie Y. Ng.

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) by and between National CineMedia, Inc. (the ?Company? or ?Employer?), and Ronnie Ng (?Executive?, and together with the Company or Employer, the ?Parties?), is entered into as of August 25, 2021 (the ?Execution Date?). In consideration of the covenants and agreements contained herein, the Parties agree as follows: 1.Emp

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 27, 2021 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organ

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2021 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

National CineMedia, Inc. Reports Results for Fiscal Second Quarter 2021 Quarterly Cash Dividend Remains at $0.05 per Share Company Encouraged with the Increase in Advertising Demand Following Recent Box Office Success

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal Second Quarter 2021 Quarterly Cash Dividend Remains at $0.05 per Share Company Encouraged with the Increase in Advertising Demand Following Recent Box Office Success Centennial, CO - August 9, 2021 - National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and owner of 48.2% of National CineMedia, LLC (NCM LLC), the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEMEDIA,

Transition, Separation and Release of Claims Agreement, dated June 9, 2021, by and between National CineMedia, Inc. and Clifford E. Marks

EX-10.1 2 cmretirementagreement.htm EX-10.1 - TRANSITION, SEPARATION AND RELEASE OF CLAIMS AGREEMENT, DATED JUNE 9, 2021, BY AND BETWEEN NATIONAL CINEMEDIA, INC. AND CLIFFORD E. MARKS Exhibit 10.1 TRANSITION, SEPARATION AND RELEASE OF CLAIMS AGREEMENT This Transition, Separation and Release of Claims Agreement (the “Agreement”) is made as of the Agreement Effective Date (as defined in Section 5 be

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 9, 2021 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizatio

National CineMedia (NCM) President Cliff Marks to Retire Scott Felenstein Promoted to President, Sales, Marketing & Partnerships Mike Rosen Promoted to EVP & Chief Revenue Officer

Exhibit 99.1 National CineMedia (NCM) President Cliff Marks to Retire Scott Felenstein Promoted to President, Sales, Marketing & Partnerships Mike Rosen Promoted to EVP & Chief Revenue Officer CENTENNIAL, Colo. ? June 10, 2021 ? National CineMedia, Inc. (NASDAQ: NCMI) (?the Company? or ?NCM?), the managing member and owner of 48.1% of National CineMedia, LLC (?NCM LLC?), the largest cinema adverti

Amended and Restated Employment Agreement, dated June 9, 2021, by and between National CineMedia, Inc. and Scott Felenstein

Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) by and between National CineMedia, Inc. (the ?Company? or ?Employer?), and Scott Felenstein (?Executive?, and together with the Company or Employer, the ?Parties?), is entered into as of June 9, 2021 (the ?Execution Date?) and shall take effect as of July 2, 2021 (the ?Effective

Powers of Attorney of National CineMedia, Inc.*

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Thomas F. Lesinski and Sarah Kinnick Hilty, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capac

- S-3 MEF

As filed with the United States Securities and Exchange Commission on May 11, 2021 Registration No.

Amendment No. 2 to the Credit Agreement, dated as of March 8, 2021, by and among National CineMedia, LLC, each lender party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.4 Amendment No. 2 to Credit Agreement This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this ?Amendment?) is entered into as of March 8, 2021, among National CineMedia, LLC, a Delaware limited liability company (the ?Borrower?), JPMorgan Chase Bank, N.A. (?JPMorgan?), as administrative agent (in such capacity, the ?Administrative Agent?) and each of the Lenders (as defined below) party hereto.

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33296 NATIONAL CINEMEDIA,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 10, 2021 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizatio

National CineMedia, Inc. Reports Results for Fiscal First Quarter 2021 Quarterly Cash Dividend Remains at $0.05 per Share Company Is Increasingly Optimistic Given the Many Positive Signs of a Cinema Industry Revival

Exhibit 99.1 National CineMedia, Inc. Reports Results for Fiscal First Quarter 2021 Quarterly Cash Dividend Remains at $0.05 per Share Company Is Increasingly Optimistic Given the Many Positive Signs of a Cinema Industry Revival Centennial, CO - May 10, 2021 - National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and owner of 48.1% of National CineMedia, LLC (NCM LLC), the ope

Amendment No. 2 to the Employment Agreement, dated April 30, 2021, by and between National CineMedia, Inc. and Scott Felenstein

Exhibit 10.1 Second Amendment to the Employment Agreement WHEREAS, the Board of Directors of National CineMedia, Inc. (the ?Company?) has determined that it is in the best interest of the Company and its shareholders to extend the employment of Scott Felenstein (?Executive?) past the expiration date set forth in his current Employment Agreement with the Company dated April 3, 2017, as amended by t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 2021 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES E

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 31, 2021 National CineMedia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33296 20-5665602 (State or Other Jurisdiction of Incorporation or Organizat

National CineMedia, Inc. Appoints Mark Zoradi To Its Board Of Directors

Exhibit 99.1 National CineMedia, Inc. Appoints Mark Zoradi To Its Board Of Directors CENTENNIAL, Colo. ? March 26, 2021 ? National CineMedia, Inc. (NASDAQ: NCMI) (NCM Inc.), the managing member and owner of 48.0% of National CineMedia, LLC (NCM LLC), the largest cinema advertising network in the U.S., announced today that Mark Zoradi, Chief Executive Officer of Cinemark Media Inc. (Cinemark), has

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State