{"url_path":"/sec/ncmi/8-k/2026-08-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1377630/0001193125-26-344631-index.html","accession_number":"0001193125-26-344631","cik":"0001377630","ticker":"NCMI","issuer_name":"National CineMedia, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1377630/0001193125-26-344631-index.html","primary_entity_key":"0001377630","primary_entity_name":"National CineMedia, Inc."},"word_count":372,"has_tables":true,"body_markdown":"## Item 1.01 Entry into a Material Definitive Agreement.\n\nOn 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.\n\nThe 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.\n\nThe 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.\n\nThe 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.\n\nThe Company has guaranteed the Buyer’s obligations under the Purchase Agreement.\n\nThe 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."}