National CineMedia, Inc. Stock Compensation Disclosure

The NCM, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) was approved by NCM, Inc.'s stockholders on April 28, 2020 and approved 7,500,000 shares of common stock available for issuance or delivery under the 2020 Plan and an additional 7,500,000 shares of common stock available for issuance or delivery was approved on May 4, 2022. On August 3, 2023, the Company effected a one-for-ten (1:10) reverse stock split of its common stock, par value $0.01 per share. The reverse stock split, which was authorized by its Board of Directors, was approved by the Company’s stockholders on August 2, 2023. The reverse stock split reduced the number of outstanding shares of the Company’s 2020 Plan to 1,500,000. NCM, Inc.'s stockholders approved an additional 12,000,000 shares of common stock available for issuance or delivery under the 2020 Plan on November 2, 2023.

The Company began issuing shares under the 2020 Plan in the second quarter of 2020. The 2020 Plan replaced NCM, Inc.’s 2016 Equity Incentive Plan (the “2016 Plan”), which replaced the 2007 Equity Incentive Plan (the “2007 Plan”). The 2020 Plan also includes 2,388,302 shares related to the number of shares reserved for issuance under the 2016 Plan that remained available for grant as of the effective date of the 2020 Plan and the number of shares subject to awards granted under the 2007 Plan as of the effective date of the 2020 Plan, which can become available for grant again upon expiration, termination, cancellation or forfeiture of the original award. As of January 1, 2026, 4,594,395 shares remain available for future grants (assuming 100% achievement of targets on performance-based restricted stock). The types of awards that may be granted under the 2020 Plan include stock options, stock appreciation rights, restricted stock, restricted stock units or other stock based awards. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the 2016 Plan and 2020 Plan. Upon vesting of the restricted stock awards or exercise of options, NCM LLC will issue common membership units to the Company equal to the number of shares of the Company’s common stock represented by such awards.

Compensation Cost—The Company recognized $9.3 million, $12.2 million and $4.5 million for the years ended January 1, 2026, December 26, 2024 and December 28, 2023, respectively, of share-based compensation expense within “Network operating costs”, “Selling and marketing costs” and “Administrative and other costs” in the Consolidated Statements of Operations as shown in the table below (in millions):

During the years ended January 1, 2026, December 26, 2024 and December 28, 2023, $0.0 million, $0.0 million and $0.1 million was capitalized, respectively, in a corresponding manner to the capitalization of employee’s salaries for capitalized labor. As of January 1, 2026, there was less than $1.0 million of unrecognized compensation cost related to unvested options, which will be recognized over a remaining period of 0.6 years. As of January 1, 2026, unrecognized compensation cost related to restricted stock units was approximately $7.8 million, which will be recognized over a weighted average remaining period of 1.5 years.

Stock Options—The Company granted stock options during 2025 and 2023 that remain unvested as of January 1, 2026. A portion of the stock options awarded were granted with an exercise price equal to the closing market price of NCM, Inc. common stock on the date the Company’s Board of Directors approved the grant. The remaining portion of stock options awarded were granted with an exercise price in excess of the closing market price of NCM, Inc. common stock on the date the Company’s Board of Directors approved the grant. All options have either 10-year or 15-year contractual terms. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing valuation model that uses the assumptions noted in the table below. Expected volatilities are based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted was developed based on historical and peer company data and represents the period of time that options granted are expected to be outstanding. The expected term of the options granted were adjusted to include the Company's cost of equity in order to incorporate the impact of the option's premium price and simulate a lattice model which resulted in an expected term in excess of the contractual term of 10 years. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. There were no option awards granted for the year ended December 26, 2024. The following assumptions were used in the valuation of the options for the year ended January 1, 2026 and December 28, 2023:

Restricted Stock Units—Under the non-vested stock program, common stock of the Company may be granted at no cost to officers, independent directors and employees, subject to requisite service and/or financial performance targets. As such restrictions lapse, the award vests in that proportion. The participants are entitled to dividend equivalents, although the sale and transfer of such shares is prohibited and the shares are subject to forfeiture during the restricted period. Additionally, the accrued dividend equivalents are subject to forfeiture during the vesting period should the underlying units not vest. As of January 1, 2026, December 26, 2024 and December 28, 2023, accrued dividend equivalents totaled $0.2 million, $0.0 million and $0.3 million, respectively and during the years ended January 1, 2026, December 26, 2024 and December 28, 2023, the Company paid $0.1 million, $0.3 million and $0.5 million, respectively, for dividend equivalents upon vesting of the restricted stock units. During the year ended January 1, 2026, the Company issued time-based restricted stock units to its employees which vest over a three-year period with one-third vesting on each anniversary of the date of grant and performance-based restricted stock units which vest following a cumulative three-year measurement period to the extent that the Company achieves specified non-GAAP targets at the end of the measurement period. Certain other vesting periods have also been used. The Company also grants restricted stock units to its non-employee directors that vest after approximately one year. In the year ended December 26, 2024, the Company issued grants to certain employees under a management incentive plan related to the Company's emergence from the Chapter 11 Case. The structure and size of these grants differed from historical grants. The grants consisted of time-based restricted stock units which vest over a three-year period, with 30% vesting at the end of fiscal year 2024, 7.5% vesting each quarter of 2025 and 10% vesting each quarter of 2026. The grants also included performance-based restricted stock units which vest in three equal tranches, each with a one-year measurement period to the extent that the Company achieves specified non-GAAP targets at the end of each measurement period and market-based restricted stock units which vest at any point before the end of 2026 to the extent that the Company achieves specified shareholder value prior to the end of the measurement period.

All restricted stock units will be settled in shares of the Company’s common stock. The grant date fair value of the time-based and performance-based restricted stock units is based on the closing market price on NCM, Inc. common stock on the date of grant. An annual forfeiture rate of 2-6% was estimated to reflect the potential separation of employees. The grant date fair value of the market-based restricted stock units was calculated using a Monte Carlo simulation model. This model considers various subjective assumptions as inputs which involve inherent uncertainties and the application of our judgment as it relates to market volatilities, the historical volatility of our stock price, risk-free rates and expected life. The RSU awards include the right to receive dividend equivalents, subject to vesting. The weighted average grant date fair value of non-vested stock was $5.53, $3.51 and $3.42 for the years ended January 1, 2026, December 26, 2024 and December 28, 2023, respectively. The total fair value of awards that vested during the years ended January 1, 2026, December 26, 2024 and December 28, 2023 was $5.7 million, $9.6 million and $7.1 million, respectively.

The above table reflects performance-based restricted stock granted at 100% achievement of performance conditions and as such does not reflect the maximum or minimum number of shares of performance-based restricted stock contingently issuable. No shares of the performance-based restricted stock will be issued if the specified targets are not met. As of January 1, 2026, the total number of performance-based restricted stock units that are ultimately expected to vest, after consideration of expected forfeitures and current projections of estimated vesting of performance-based restricted stock units is 215,364 shares.