8-K current report · filed Aug 11, 2026

National CineMedia, Inc. (NCMI) 8-K Current Report: August 11, 2026

Item 1.01Item 7.01Item 8.01Item EX-99.1NCMI overview

Short answer

National CineMedia, Inc. (NCMI) filed an 8-K current report with the SEC on August 11, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). NCMI agreed to acquire 100% of Captivate and related Blockers for $275.0 million enterprise value, paid entirely in cash.

National CineMedia, Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • NCMI agreed to acquire 100% of Captivate and related Blockers for $275.0 million enterprise value, paid entirely in cash
  • Captivate adds North American digital video elevator and lobby advertising capabilities to NCMI’s cinema advertising platform
  • Closing targeted for the second half of 2026, pending customary conditions including HSR antitrust clearance
  • No financing condition, increasing transaction certainty but leaving NCMI responsible for funding the cash purchase
  • NCMI guaranteed subsidiary Buyer’s obligations, creating parent-level exposure to transaction commitments

Item 7.01 · Regulation FD Disclosure

  • Investor presentation posted August 11, 2026 under NCM’s Investor Relations website
  • Exhibit 99.2 contains the furnished presentation and represents the substantive disclosure for investors

Item 8.01 · Other Events

  • $300M committed financing: $275M first-lien term loan plus $25M revolving facility
  • Acquisition funding, U.S. Bank refinancing, transaction costs, and general corporate purposes
  • High borrowing costs: SOFR margin 7.00%, rising to 7.50% with PIK election
  • Five-year maturity with quarterly amortization totaling 2.5% annually for three years, then 5% annually
  • Maximum net leverage 5.00x, stepping down to 4.50x by December 31, 2029; restrictive covenants limit future financial flexibility

Item EX-99.1 · Exhibit EX-99.1

  • Captivate acquisition for $275 million enterprise value, expanding NCM to 48,000+ screens across 185 DMAs
  • Captivate generated approximately $64 million revenue and $19 million Adjusted EBITDA in 2025
  • Funding relies on $275 million new term debt, with expected net leverage approximately 3.9x at close
  • More than $3.5 million annual run-rate cost synergies targeted within year one, plus cross-selling upside
  • Dividend and share repurchase programs paused, prioritizing post-close debt reduction

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