Form 8-K National CineMedia, Inc. For: Aug 10

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

National CineMedia, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 10, 2026, NCM Holdings, LLC (the “Buyer”), a wholly-owned subsidiary of National CineMedia, Inc. (the “Company”), entered into a Securities Purchase Agreement and Plan of Merger (the “Purchase Agreement”) with (i) Captivate Holdings, LLC (“Captivate”), (ii) Captivate Network Holdings, Inc., Captivate Network Holdings II, Inc. and Captivate Network Holdings III, Inc. (collectively, the “Blockers”), and (iii) various direct and indirect equity holders of Captivate and the Blockers pursuant to which Buyer will acquire 100.0% of the issued and outstanding equity interests of Captivate and the Blockers for an enterprise value of $275.0 million, subject to customary net working capital and other purchase price adjustments (the “Acquisition”). The consideration for the Acquisition shall be payable in cash. Captivate is the leading operator of digital video elevator and lobby advertising in North America.

The Purchase Agreement contains customary representations, warranties, conditions and termination rights that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. As contemplated by the Purchase Agreement, Buyer has obtained representation and warranty insurance to provide coverage for certain breaches of representations and warranties contained in the Purchase Agreement, which are subject to certain exclusions, deductibles, policy limits and other terms and conditions set forth therein.

The Purchase Agreement also contains customary covenants of the parties, relating to, among other matters, providing for the operation of Captivate’s business between the execution of the Purchase Agreement and the closing of the Acquisition, and the parties’ respective efforts to obtain regulatory clearance and cooperate to finalize the debt financing contemplated for the Acquisition.

The transaction is anticipated to close in the second half of 2026, subject to customary closing conditions, including the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expiring or being terminated, among other items. There is no financing condition for the Acquisition.

The Company has guaranteed the Buyer’s obligations under the Purchase Agreement.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference, and a press release regarding the Acquisition is furnished as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

Press Release

On August 11, 2026, the Company issued a press release announcing entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01.

Investor Presentation

On August 11, 2026, the Company posted on its website, www.ncm.com, under “Investor Relations,” an investor presentation (the “Investor Presentation”). A copy of the Investor Presentation that was posted by the Company is furnished as Exhibit 99.2 hereto and is incorporated by reference into this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 in Item 9.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

In connection with the Acquisition, pursuant to an irrevocable commitment letter, dated August 10, 2026 (the “Debt Commitment Letter”), provided to National CineMedia, LLC, a wholly-owned subsidiary of the Company, by Crestline Management, L.P., Encina Commercial Finance SPV 2, LLC and Encina Commercial Finance SPV 3b, LLC (the “Initial Lenders”), the Initial Lenders committed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, at the closing of the Acquisition, a $275.0 million senior secured first lien term loan facility (the “Term Loan Facility”) and a $25.0 million senior secured revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Facilities”), up to $5.0 million of which will be available in the form of letters of credit and similar instruments and up to $3.0 million of which will be available in the form of swingline loans.

The Facilities will be subject to a financial covenant permitting a maximum Total Net Leverage Ratio of 5.00:1.00, with (i) a step-down to 4.75:1.00 as of the end of the fiscal quarter ending June 30, 2028, and (ii) a step-down to 4.50:1.00 as of the end of the fiscal quarter ending December 31, 2029. The Facilities will mature on the fifth anniversary of the date of the related loan agreement. The Facilities will be subject to customary affirmative and negative covenants for financings of this type, including limitations on incurring additional debt, granting or permitting additional liens, making investments and acquisitions, merging or consolidating with others, disposing of assets, paying dividends and distributions, paying subordinated indebtedness and entering into affiliate transactions.

Outstanding loans under the Facilities will bear interest at a margin over a reference rate selected at the option of the borrower. The margin for the Facilities will be 7.00% per annum for SOFR borrowings and 6.00% per annum for base rate

borrowings. The provisions of the Term Loan Facility provide that, from and after the closing date of the loan agreement until the second anniversary date of the closing date, the borrowers may elect to pay a portion of the margin (for any interest period ending prior to the second anniversary of the closing date) not exceeding 2.00% as paid-in-kind interest (the “PIK Election”), and to the extent the borrowers shall have made such PIK Election, the margin with respect to the Term Loan Facility will be 7.50% per annum for SOFR borrowings and 6.50% per annum for base rate borrowings. A commitment fee of 0.50% is payable quarterly in arrears based on the average daily amount of the undrawn portion of the Revolving Facility. The Term Loan Facility will amortize in equal quarterly installments in aggregate annual amounts equal to 2.5% of the original principal amount in each of the first three years of the Term Loan Facility, and 5% of the original principal amount in each of the last two years of the Term Loan Facility.

The Facilities will be used to finance the Acquisition as well as (i) to refinance the Company’s existing credit agreement with U.S. Bank National Association (the “Refinancing”), (ii) to pay fees and expenses in connection with the Acquisition, the Refinancing and the incurrence of the Facilities, and (iii) for other general corporate purposes of the Company.

Item 9.01 Financial Statements and Exhibits.

* Certain exhibits and schedules have been omitted, and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits or schedules upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.