Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes and schedules included elsewhere in this report. Amounts included in the following discussion, except for theaters, screens, average screens, average ticket price and concession revenue per patron, are rounded in millions.

We are a leader in the theatrical exhibition industry, with theaters in the U.S., Brazil, Argentina, Chile, Colombia, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, and Paraguay. As of September 30, 2026, we managed our business under two reportable segments - U.S. markets and international markets. See Note 15 to the condensed consolidated financial statements.

The success of the theatrical exhibition industry is primarily driven by the box office performance of newly released film content. Box office performance is influenced by several key factors, including the quality and quantity of films released, the scale and effectiveness of studio-led marketing support, the duration of the exclusive theatrical release window, and evolving consumer behavior amid competition from other in- and out-of-home entertainment options.

Revenue and Expense

We generate revenue primarily from filmed entertainment box office receipts and concession sales, with additional revenue from screen advertising, screen rental and other revenue streams, such as transactional fees, studio trailer placements, promotional income, meeting rentals, and games located in some of our facilities. Filmed entertainment box office receipts include traditional content from studios as well as alternative entertainment, such as foreign and faith-based films, concert events and other special events in our theaters. NCM provides our domestic theaters with various forms of in-theater advertising. Our Flix Media subsidiaries provide screen advertising and alternative content for our international circuit and for other international exhibitors.

Films leading the box office during the nine months ended September 30, 2026 included new releases Spider-Man: Brand New Day, The Odyssey, Toy Story 5, The Super Mario Galaxy Movie, Michael, Project Hail Mary, and Obsession.

Film rental costs are variable in nature and fluctuate with our admissions revenue. Film rental costs as a percentage of revenue are generally higher for periods in which more blockbuster films are released. Advertising costs, which are expensed as incurred, are primarily related to expanding our customer base, increasing the frequency of visits and growing loyalty. These expenses vary depending on the timing and length of such campaigns.

Concession supplies expense is variable in nature and fluctuates with our concession revenue and product mix. Inflationary pressures and tariffs continue to impact product costs in the near term and may impact product costs going forward. We source products from a variety of global partners to minimize supply chain interruptions and manage costs, wherever possible.

Although salaries and wages include a fixed cost component (i.e., the minimum staffing costs to operate a theater facility during non-peak periods), salaries and wages tend to move in relation to anticipated changes in attendance. Staffing levels may vary based on the amenities offered at each location, such as full-service restaurants, bars or expanded food and beverage options. In certain international locations, staffing levels are also subject to local regulations, including minimum hour requirements. Labor market conditions and inflationary pressures have driven increases in wage rates and benefits across our labor base and similar increases may continue in the future.

Facility lease expense is primarily a fixed cost at the theater level as most of our facility leases require a fixed monthly minimum rent payment. Certain leases are subject to percentage rent only, while others are subject to percentage rent in addition to their fixed monthly rent if a target annual performance level is achieved. Facility lease expense as a percentage of revenue is also affected by the number of theaters under operating leases, the number of theaters under finance leases and the number of owned theaters.

Utilities and other costs include both fixed and variable costs and primarily consist of utilities, property taxes, property insurance, janitorial costs, credit card fees, third party ticket sales commissions, gift card commissions, repairs and maintenance expenses, security services, and projection and sound equipment maintenance expenses.

General and administrative expenses to support the overall management of the Company are primarily fixed in nature. Fixed expenses include salaries, wages and benefits costs for our corporate office personnel, facility expenses for our corporate and other offices, software license and maintenance costs and audit fees. General and administrative expenses also include some variable expenses such as incentive compensation, consulting and legal fees, general supplies, and other costs that are not specifically associated with the operations of our theaters.

Results of Operations

The following table sets forth, for the periods indicated, the amounts for certain items reflected in the operating income of Holdings along with each of those items as a percentage of revenue.

Three months ended September 30, 2026 (the "third quarter of 2026") versus the three months ended September 30, 2025 (the "third quarter of 2025")

Third quarter of 2026 - The North American Industry box office generated approximately $3.1 billion during the third quarter of 2026, which included new releases Spider-Man: Brand New Day, The Odyssey, Minions & Monsters, Toy Story 5, and Moana.

Third quarter of 2025 - The North American Industry box office generated approximately $2.5 billion during the third quarter of 2025, which included new releases Superman, Jurassic World: Rebirth, The Fantastic Four: First Steps, The Conjuring: Last Rites, and Weapons.

Revenue. The table below, presented by reportable segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenue.

Cost of Operations. The table below, presented by reportable segment, summarizes our year-over-year theater operating costs.

Salaries and wages increased 4.5% to $92.7 million for the third quarter of 2026 compared with $88.7 million for the third quarter of 2025 due to higher attendance and wage and benefits inflation, partially offset by labor productivity initiatives. Facility lease expense increased 3.9% to $63.4 million, primarily due to higher percentage rent. Utilities and other costs increased 10.0% to $108.9 million, as many of these costs, such as credit card fees, premium format licensing fees, repairs and maintenance, and janitorial costs, are variable or semi-variable in nature and were impacted by the increase in attendance.

Film rentals and advertising costs were 51.5% of admissions revenue as reported for the third quarter of 2026 compared with 51.8% for the third quarter of 2025 primarily due to the overall mix of films and decreased marketing spend. Concession supplies expense was 22.3% of concession revenue as reported for the third quarter of 2026 compared with 22.6% for the third quarter of 2025. The decrease in the concession supplies rate for the third quarter of 2026 was primarily driven by our pricing actions, sourcing initiatives, and favorable product mix.

In constant currency, salaries and wages increased 27.8% to $22.5 million for the third quarter of 2026 primarily driven by wage inflation and higher attendance. Facility lease expense increased 24.4% to $26.0 million in constant currency compared with the third quarter of 2025 primarily due to higher percentage rent and inflationary impacts. Utilities and other costs increased 18.0% to $33.5 million in constant currency for the third quarter of 2026 primarily due to inflationary pressures and the impact of the increase in attendance, as many of these costs are variable or semi-variable in nature.

General and Administrative Expense. General and administrative expense for Holdings increased to $63.5 million for the third quarter of 2026 compared with $61.9 million for the third quarter of 2025. General and administrative expense for CUSA increased to $62.5 million for the third quarter of 2026 compared with $61.1 million for the third quarter of 2025. The increase for both Holdings and CUSA is primarily due to higher wages and benefits, increased headcount, and an increase in professional fees, partially offset by lower incentive compensation.

Depreciation and Amortization. Depreciation and amortization expense increased to $53.5 million for the third quarter of 2026 compared with $50.9 million for the third quarter of 2025.

Impairment of Long-Lived Assets. We did not record any asset impairment charges during the third quarter of 2026. We recorded an asset impairment charge of $0.6 million during the third quarter of 2025 related to one domestic theater and three international theaters that underperformed relative to the rest of our theater circuit.

(Gain) Loss on Disposal of Assets and Other. A gain on disposal of assets and other of $2.3 million was recorded for the third quarter of 2026 compared with a loss of $3.0 million for the third quarter of 2025. Activity for the third quarter of 2026 was primarily related to a gain on the sale of a land parcel. Activity for the third quarter of 2025 was primarily related to the retirement of certain assets that were replaced as a result of theater remodels.

Interest Expense. Interest expense for Holdings, which includes amortization of debt issuance costs and original issue discount and amortization of accumulated losses for swap amendments, was $31.3 million during the third quarter of 2026 compared with $32.2 million during the third quarter of 2025. The interest expense attributable to CUSA was $31.3 million during the third quarter of 2026 compared with $29.3 million during the third quarter of 2025. The decrease in interest expense at Holdings primarily reflects the impact of the payoff of the $460.0 million principal of the 4.50% Convertible Senior Notes on August 15, 2025.

Loss on Warrants. Holdings recorded a loss on warrants of $54.5 million during the third quarter of 2025 primarily related to the fair value adjustments recorded as a result of the Warrant Early Termination Agreements entered into on August 15, 2025.

Other Loss, Net. Other loss, net for Holdings was $0.8 million during the third quarter of 2026 compared with $0.1 million during the third quarter of 2025. Other loss, net attributable to CUSA was $0.9 million during the third quarter of 2026 compared with $0.3 million during the third quarter of 2025. The increase in other loss, net primarily reflects the unfavorable impact of the mark-to-market adjustment on our investment in NCMI and a decrease in interest income, partially offset by the favorable impact of foreign currency exchange gains primarily related to hyper-inflationary accounting for Argentina, and higher income earned from our investment in AC JV LLC.

Income Taxes - Holdings. An income tax expense of $50.3 million was recorded for the third quarter of 2026 compared with an income tax benefit of $22.9 million for the third quarter of 2025. The effective tax rate was approximately 28.9% for the third quarter of 2026 compared with (82.8)% for the third quarter of 2025. The effective tax rate for the third quarter of 2026 differs from the U.S. statutory rate primarily due to foreign tax rate differences, the U.S. tax impact of foreign operations, and state and local taxes. The effective tax rate for the third quarter of 2025 was favorably impacted by changes in valuation allowances previously recorded against

federal and certain state interest expense carryforwards. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Income Taxes - CUSA. An income tax expense of $50.7 million was recorded for the third quarter of 2026 compared with income tax expense of $23.8 million for the third quarter of 2025. The effective tax rate was approximately 28.9% for the third quarter of 2026 compared with 27.8% for the third quarter of 2025. The effective tax rates for the third quarter of 2026 and the third quarter of 2025 differ from the U.S. statutory rate primarily due to foreign tax rate differences, the U.S. tax impact of foreign operations, and state and local taxes. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Nine months ended September 30, 2026 (the "2026 period") versus the nine months ended September 30, 2025 (the "2025 period")

2026 Period - The North American Industry box office generated approximately $7.9 billion during the 2026 period, which included new releases Spider-Man: Brand New Day, The Odyssey, Toy Story 5, The Super Mario Galaxy Movie, Michael, Project Hail Mary, and Obsession.

2025 Period - The North American Industry box office generated approximately $6.7 billion during the 2025 period, which included new releases A Minecraft Movie, Lilo & Stitch, Superman, Jurassic World: Rebirth, and Sinners.

Revenue. The table below, presented by reportable segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenue.

Cost of Operations. The table below, presented by reportable segment, summarizes our year-over-year theater operating costs.

Salaries and wages increased 4.2% to $264.9 million for the 2026 period compared with $254.2 million for the 2025 period due to higher attendance and wage and benefits inflation, partially offset by labor productivity initiatives. Facility lease expense increased 3.2% to $189.2 million, primarily due to higher percentage rent. Utilities and other costs increased 8.5% to $302.2 million, as many of these costs, such as credit card fees, repairs and maintenance, utilities, premium format licensing fees and janitorial costs, are variable or semi-variable in nature and were impacted by the increase in attendance. An increase in gift card commissions and fees also contributed to the increase in utilities and other costs.

Film rentals and advertising costs were 50.8% of admissions revenue as reported for the 2026 period compared with 51.2% for the 2025 period primarily due to the overall mix of films. Concession supplies expense was 22.5% of concession revenue as reported for the 2026 period compared with 22.8% for the 2025 period. The decrease in the concession supplies rate was primarily driven by pricing actions and sourcing initiatives, as well as favorable product mix.

In constant currency, salaries and wages increased 17.2% to $60.7 million for the 2026 period primarily driven by wage inflation and higher attendance, partially offset by labor productivity initiatives. Facility lease expense increased 14.4% to $68.3 million in constant currency compared with the 2025 period, primarily due to higher percentage rent and inflationary impacts. Utilities and other costs increased 14.4% to $90.7 million in constant currency for the 2026 period primarily due to inflationary pressures and the impact of the increase in attendance, as many of these costs are variable or semi-variable in nature.

General and Administrative Expense. General and administrative expense for Holdings increased to $182.4 million for the 2026 period compared with $170.5 million for the 2025 period. General and administrative expense for CUSA increased to $179.3 million for the 2026 period compared with $167.9 million for the 2025 period. The increase for both Holdings and CUSA is primarily due to higher wages and benefits, increased headcount, higher share-based compensation, and increases in cloud-based software costs and professional fees, partially offset by lower incentive compensation.

Depreciation and Amortization. Depreciation and amortization expense increased to $156.7 million for the 2026 period compared with $149.8 million for the 2025 period.

Loss (Gain) on Disposal of Assets and Other. A loss on disposal of assets and other of $4.2 million was recorded for the 2026 period compared with a gain of $0.1 million for the 2025 period. Activity for the 2026 period was primarily related to the retirement of certain assets that were replaced as a result of theater enhancements, partially offset by a gain on the sale of a land parcel. Activity for the 2025 period was primarily related to gains on the sale of real estate, offset by the retirement of certain assets replaced as a result of remodels.

Interest Expense. Interest expense for Holdings, which includes amortization of debt issuance costs and original issue discount and amortization of accumulated losses for swap amendments, was $97.3 million during the 2026 period compared with $110.1 million during the 2025 period. The interest expense attributable to CUSA was $97.3 million during the 2026 period compared with $95.1 million during the 2025 period. The decrease in interest expense at Holdings reflects the impact of the payoff of the $460.0 million principal of the 4.50% Convertible Senior Notes on August 15, 2025.

Loss on Debt Amendments and Extinguishments. We recorded a loss on amendment and extinguishment of debt of $2.8 million and $1.5 million during the 2026 and 2025 periods, respectively, related to the amendments of our term loan, including the write-off of unamortized debt issuance costs and original issue discount, and legal and other fees paid.

Loss on Warrants. Holdings recorded a loss on warrants of $54.5 million during the third quarter of 2025 primarily related to the fair value adjustments recorded as a result of the Warrant Early Termination Agreements entered into on August 15, 2025.

Other Income, Net. Other income, net for Holdings was $4.9 million during the 2026 period compared with $8.9 million during the 2025 period. Other income, net attributable to CUSA was $4.8 million during the 2026 period compared with $6.4 million during the 2025 period. The decrease in other income, net for Holdings and CUSA reflects a decrease in interest income, primarily due to lower average cash balances and lower interest rates, partially offset by the favorable impact of the mark-to-market adjustment on our investment in NCMI, foreign currency exchange gains primarily related to the impact of hyper-inflationary accounting for Argentina, and higher income earned from our investment in AC JV LLC.

Income Taxes - Holdings. An income tax expense of $108.7 million was recorded for the 2026 period compared with an income tax expense of $4.9 million for the 2025 period. The effective tax rate was approximately 29.6% for the 2026 period compared with 4.4% for the 2025 period. The effective tax rate for the 2026 period differs from the U.S. statutory rate primarily due to foreign tax rate differences, the U.S. tax impact of foreign operations, and state and local taxes. During the 2025 period, a deferred tax benefit of $47.7 million was recorded discretely related to the release of valuation allowances previously recorded against federal and certain state interest expense carryforwards. The changes in tax law within the OBBBA related to the business interest expense limitation resulted in sufficient positive evidence to reach a conclusion that valuation allowances related to federal and certain state interest expense carryforwards are no longer required. This discrete benefit favorably impacted the effective tax rate for the 2025 period, causing the income tax expense to vary significantly from the tax expense derived by applying the statutory tax rate to the pre-tax income for the period. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Income Taxes - CUSA. An income tax expense of $109.6 million was recorded for the 2026 period compared with income tax expense of $53.2 million for the 2025 period. The effective tax rate was approximately 29.5% for the 2026 period compared with 29.4% for the 2025 period. The effective tax rates for the 2026 and 2025 periods differ from the U.S. statutory rate primarily due to foreign tax rate differences, the U.S. tax impact of foreign operations, and state and local taxes. Income tax provisions for interim periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Liquidity and Capital Resources

Operating Activities

We primarily collect our revenue in cash, mainly through box office receipts and the sale of concessions. Our revenue is generally received in cash prior to the payment of related expenses; therefore, we have an operating "float." However, our working capital position will fluctuate based on seasonality, the timing and volume of new film content, the timing of interest payments on our debt as well as timing of payment of other operating expenses that are paid annually or semi-annually, such as property and other taxes and incentive compensation. We believe our existing cash and expected cash flows from operations will be sufficient to meet our working capital, capital expenditures, and known contractual obligations for the next twelve months and beyond.

Cash provided by operating activities was $475.8 million for Holdings and $476.1 million for CUSA for the nine months ended September 30, 2026, compared with cash provided by operating activities of $248.3 million for Holdings and $260.1 million for CUSA for the nine months ended September 30, 2025. The increase in cash provided by operating activities was primarily driven by the level of revenue earned during each period and the timing of payments to vendors for expenses.

Investing Activities

Investing activities have been principally related to the development, remodel and enhancement of theaters. Cash used for investing activities was $166.5 million and $98.6 million for the nine months ended September 30, 2026 and 2025, respectively. The increase in cash used for investing activities was primarily due to an increase in capital expenditures to support the continued enhancement of our global circuit.

Below is a summary of capital expenditures, disaggregated by new and existing theaters, for the nine months ended September 30, 2026 and 2025 (in millions):

We operated 496 theaters with 5,618 screens worldwide as of September 30, 2026. Theaters and screens opened and closed during the nine months ended September 30, 2026 were as follows:

As of September 30, 2026, we had the following signed new build and expansion commitments:

Actual expenditures for the continued development of venues and remodels can vary based on such factors as the type of venue, the amenities being built or remodeled within the venue and the timing for completion of a project. Actual expenditures are also subject to change based upon the availability of attractive opportunities and the impact of tariffs. During the next twelve months and the foreseeable future, we plan to fund capital expenditures for our continued development projects with cash flow from operations and, if needed, borrowings under our revolving credit facility, proceeds from debt issuances, sale leaseback transactions and/or sales of excess real estate.

Financing Activities

Cash used for financing activities was $95.7 million for Holdings and $96.0 million for CUSA for the nine months ended September 30, 2026, compared with $761.8 million for Holdings and $544.1 million for CUSA for the nine months ended September 30, 2025. The cash used for financing activities for Holdings primarily reflects repurchases of the Company's common stock, the payment of quarterly cash dividends, and payroll tax payments associated with equity awards that vested during the period. The cash used for financing activities for Holdings for the nine months ended September 30, 2025 also reflects the repayment of the principal of the 4.50% Convertible Senior Notes, and the cash settlement of the warrants in the third quarter of 2025. Cash used for financing activities for CUSA primarily reflects cash distributions to Cinemark Holdings, Inc. to fund the Company's shareholder dividends and share repurchases, and, in 2025, to fund the cash settlement of the principal on the 4.50% Convertible Senior Notes and the warrant transactions. Cash used for financing activities for CUSA also reflects payroll tax payments associated with equity awards that vested during the period.

On October 30, 2025, Holdings' Board of Directors approved a share repurchase program authorizing repurchases of up to $300.0 million of Holdings' outstanding stock, before direct costs. The program commenced on November 7, 2025 and will continue until the authorized repurchase amount is reached, or the Board of Directors suspends or terminates the program, whichever occurs first. During the nine months ended September 30, 2026, we repurchased $25.3 million of Holdings' common stock under the program. As of September 30, 2026, $199.7 million remained available for future repurchases under the share repurchase program. Repurchases under the program were funded using cash on hand.

Holdings, at the discretion of its Board of Directors and subject to applicable law, anticipates paying quarterly cash dividends on its common stock. The amount of dividends to be paid in the future, if any, will depend upon our then available cash balances, anticipated cash needs, overall financial condition, loan agreement restrictions as discussed below, and future prospects for earnings and cash flows,

as well as other relevant factors. The following table summarizes the quarterly dividends paid during the nine months ended September 30, 2026 and 2025.

We may, from time to time, seek to retire or repurchase our outstanding debt securities through cash purchases or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on the availability and prices of such debt securities, prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Contractual Obligations

Other than the May 12, 2026 amendment of our Credit Agreement as discussed in Note 7 to the condensed consolidated financial statements, there have been no material changes in the contractual obligations previously disclosed in "Liquidity and Capital Resources" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed February 18, 2026.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Senior Secured Credit Facility

CUSA has a senior secured credit facility (the "Credit Agreement") that provides for an aggregate principal amount of $875.0 million, consisting of a $650.0 million term loan with a maturity date of May 24, 2030 and a $225.0 million revolving credit facility with a maturity date of May 26, 2028. The term loan and revolving credit facility are subject to a springing maturity date of April 15, 2028 if CUSA's 5.25% Senior Notes due 2028 have not been paid or refinanced as required under the Credit Agreement prior to such date, as more specifically described in the Credit Agreement.

On May 12, 2026, CUSA amended and restated its Credit Agreement to reduce the rate at which the term loan bears interest by 0.25% and reset the 101% soft call for another six months (the 2026 Amendment). See below for additional discussion of interest rates on the term loan, and Note 7 to the condensed consolidated financial statements for additional information on the 2026 Amendment.

Under the Credit Agreement, quarterly principal payments of $1.6 million are due on the term loan through March 31, 2030, with a final principal payment of the remaining unpaid principal due on May 24, 2030.

Pursuant to the 2026 Amendment noted above, interest on the term loan accrues, at CUSA's option, at either (i) a rate determined by reference to the secured overnight financing rate ("SOFR") as published by CME Group Benchmark Administration Limited and identified by Barclays Bank PLC (the Administrative Agent) as the forward-looking term rate based on SOFR for a period of 1, 3, or 6 months (depending upon the Interest Period (as defined in the Credit Agreement) chosen by CUSA) (the "Term SOFR Rate"), subject to a floor of 0.50% per annum, plus an applicable margin of 2.00% per annum, or (ii) for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Reserve Bank of New York Rate in effect on such day, plus 1/2 of 1.00% and (c) the Term SOFR Rate for a one month Interest Period, as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), plus 1.00% (this clause (ii), the "Alternate Base Rate"), subject in the case of this clause (ii) to a floor of 1.50% per annum, plus, in the case of this clause (ii), an applicable margin of 1.25% per annum.

The applicable margin with respect to revolving credit loans is a function of the Consolidated Net Senior Secured Leverage Ratio as defined in the Credit Agreement. As of September 30, 2026, the applicable margin was 1.75%, however, there were no borrowings outstanding under the revolving line of credit. In addition, CUSA is required to pay a commitment fee on the revolving line of credit

that accrues at a rate ranging from 0.25% to 0.375% per annum of the daily unused portion of the revolving line of credit. The commitment fee rate is a function of the Consolidated Net Senior Secured Leverage Ratio and was 0.25% at September 30, 2026.

CUSA's obligations under the Credit Agreement are guaranteed by Holdings and certain subsidiaries of Holdings other than CUSA (the "Other Guarantors") and are secured by security interests in substantially all of Holdings' and the Other Guarantors' personal property.

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on the ability of Holdings, CUSA and their subsidiaries to: merge, consolidate, liquidate, or dissolve; sell, transfer or otherwise dispose of assets; create, incur or permit to exist certain indebtedness and liens; pay dividends, repurchase stock and make other Restricted Payments (as defined in the Credit Agreement); prepay certain indebtedness; make investments; enter into transactions with affiliates; and change the nature of their business. At any time that CUSA has revolving credit loans outstanding, it is not permitted to allow the Consolidated Net Senior Secured Leverage Ratio to exceed 3.5 to 1.0. As of September 30, 2026, there were no revolving credit loans outstanding, and CUSA's Consolidated Net Senior Secured Leverage Ratio was 0.1 to 1.

The Credit Agreement also includes customary events of default, including, among other things, payment default, covenant default, breach of representation or warranty, bankruptcy, cross-default, material ERISA events, a change of control, material money judgments and failure to maintain security interests. If an event of default occurs, all commitments under the Credit Agreement may be terminated and all obligations under the Credit Agreement could be accelerated by the Lenders, causing all loans outstanding (including accrued interest and fees payable thereunder) to be declared immediately due and payable.

The Restricted Payments covenant, as defined in the Credit Agreement generally does not limit the ability of Holdings and its subsidiaries to pay dividends and make other Restricted Payments if the Consolidated Net Total Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 2.75 to 1.00. If the Consolidated Net Total Leverage Ratio is greater than 2.75 to 1.00, but not greater than 5.00 to 1.00, Restricted Payments generally may be made in an aggregate amount not to exceed the Available Amount (as defined in the Credit Agreement), which is a function of CUSA's Consolidated EBITDA minus 1.75 times its Consolidated Interest Expense (as such terms are defined in the Credit Agreement) and certain other factors as specified in the Credit Agreement. As of September 30, 2026, the Consolidated Net Total Leverage Ratio was 1.64 to 1.00 and the Available Amount was $1.7 billion. In addition, the Credit Agreement contains other baskets that allow certain Restricted Payments in excess of the Available Amount.

We have three interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on the term loan outstanding under the Credit Agreement. See Note 7 to the condensed consolidated financial statements for discussion of the interest rate swaps.

As of September 30, 2026, there was $627.6 million outstanding under the term loan and no borrowings were outstanding under the $225.0 million revolving line of credit. The average interest rate on outstanding term loan borrowings under the Credit Agreement as of September 30, 2026 was approximately 5.4% per annum, after giving effect to the interest rate swap agreements.

7.00% Senior Notes

On July 18, 2024, CUSA issued $500.0 million aggregate principal 7.00% senior unsecured notes, at par (the "7.00% Senior Notes"). The notes will mature on August 1, 2032. Interest on the 7.00% Senior Notes is payable on February 1 and August 1 of each year, beginning on February 1, 2025. CUSA incurred debt issuance costs of approximately $8.7 million in connection with the issuance, which were recorded as a reduction of long-term debt on the Company's consolidated balance sheet. Proceeds, net of fees, were used to repay CUSA's 5.875% $405.0 million aggregate principal amount of Senior Notes due March 2026.

The 7.00% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA's subsidiaries, or its guarantors, that guarantee, assume or in any other manner become liable with respect to any of CUSA's or its guarantors' other debt. If CUSA cannot make payments on the 7.00% Senior Notes when they are due, CUSA's guarantors must make them instead. The 7.00% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all existing and future senior debt of CUSA and its guarantors, including the 5.25% senior notes due 2028 and all borrowings under CUSA's Credit Agreement. The notes and the guarantees will be structurally subordinated to all existing and future debt and other liabilities of CUSA's non-guarantor subsidiaries. The notes and the guarantees will be structurally senior to all future debt, if any, issued by Holdings that is not guaranteed by CUSA or any of its subsidiaries.

Prior to August 1, 2027, CUSA has the option to redeem all or a portion of the 7.00% Senior Notes at a price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a make-whole premium. In addition, prior to August 1, 2027, CUSA may redeem up to 40% of the aggregate principal amount of the 7.00% Senior Notes with funds in an amount equal to the net proceeds of certain equity offerings at a redemption price equal to 107.0% of the principal amount of the 7.00% Senior Notes redeemed, plus accrued and unpaid interest, if any, as long as (i) at least 60% of the principal amount of the 7.00% Senior Notes issued under the indenture governing the 7.00% Senior Notes (including any additional notes) remains outstanding immediately after each such redemption and (ii) the redemption occurs within 120 days of the closing of such equity offerings.

CUSA may redeem the 7.00% Senior Notes in whole or in part at any time on or after August 1, 2027 at redemption prices set forth in the indenture governing the 7.00% Senior Notes as indicated below:

The indenture governing the 7.00% Senior Notes contains covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) incur or guarantee additional indebtedness, (2) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments, (3) make certain investments, (4) engage in certain transactions with affiliates, (5) incur or assume certain liens, and (6) consolidate, merge or transfer all or substantially all of its assets. Additionally, upon a change in control, as defined in the indenture governing the 7.00% Senior Notes, CUSA would be required to make an offer to repurchase all of the 7.00% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase.

5.25% Senior Notes

On June 15, 2021, CUSA issued $765.0 million aggregate principal amount of 5.25% senior notes due 2028, at par value (the "5.25% Senior Notes"). Interest on the 5.25% Senior Notes is payable on January 15 and July 15 of each year. The 5.25% Senior Notes mature on July 15, 2028.

The 5.25% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA's subsidiaries that guarantee, assume or become liable with respect to any of CUSA's or a guarantor's debt. The 5.25% Senior Notes and the guarantees will be CUSA's and the guarantors' senior unsecured obligations and (i) rank equally in right of payment to CUSA's and the guarantors' existing and future senior debt, including borrowings under CUSA's Credit Agreement and CUSA's existing senior notes, (ii) rank senior in right of payment to CUSA's and the guarantors' future subordinated debt, (iii) are effectively subordinated to all of CUSA's and the guarantors' existing and future secured debt, including all obligations under the Credit Agreement, in each case to the extent of the value of the collateral securing such debt, and (iv) are structurally subordinated to all existing and future debt and other liabilities of CUSA's non-guarantor subsidiaries.

CUSA may redeem the 5.25% Senior Notes in whole or in part at par, as set forth in the indenture.

Covenant Compliance

The indentures governing the 5.25% Senior Notes and the 7.00% Senior Notes ("the indentures") contain covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of September 30, 2026, CUSA could have distributed up to approximately $5.0 billion to its parent company and sole stockholder, Holdings, under the terms of the indentures, subject to its available cash and other borrowing restrictions outlined in the indentures. Upon a change of control, as defined in the indentures, CUSA would be required to make an offer to repurchase the 5.25% Senior Notes and the 7.00% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indentures allow Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indentures, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of September 30, 2026 was 8.2 to 1.

See discussion of dividend restrictions and the net senior secured leverage ratio under the Credit Agreement at Senior Secured Credit Facility above.

As of September 30, 2026, we believe we were in full compliance with all agreements, including all related covenants, governing our outstanding debt.