Reading International Inc 10-K/A, filed Apr 21, 2025
Reading International Inc (RDI)
About this 10-K/A
Reading International Inc filed this 10-K/A on April 21, 2025, covering the fiscal year ended December 31, 2024.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Amendment No. 1
(Mark One)
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| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transaction period from __________ to __________
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(Address of Principal Executive Offices) |
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | Trading Symbol | Name Of Each Exchange On Which Registered |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer◻ | Accelerated filer ◻ |
Smaller reporting company | |
Emerging growth company |
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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. ◻ | |
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ◻ No
As of June 28, 2024 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates based on the closing price on that date as reported by the Nasdaq Stock Market was $
As of March 28, 2025, there were
None.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2025 (the “2024 Form 10-K”). We are filing this Form 10-K/A to amend and restate the Exhibit Index (including the filing of new certifications as required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended, in accordance with Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended) in Item 15 of Part IV of the 2024 Form 10-K to include new Exhibits 19.1, 19.2 and 97.1.
Except as otherwise expressly noted above, this Form 10-K/A does not amend any other information set forth in the 2024 Form 10-K. This Form 10-K/A continues to speak as of the date of the 2024 Form 10-K and, except where expressly noted, we have not updated disclosures contained herein or therein to reflect any events that occurred at a date subsequent to the date of the 2024 Form 10- K. Accordingly, this Form 10-K/A should be read in conjunction with the 2024 Form 10-K and our other filings with the SEC.
Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Item 307 or Item 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications required by Section 302 of the Sarbanes-Oxley Act have been omitted.
Unless the context requires otherwise, all references to the "Company," "Reading," “we,” “our” or “us” means Reading International, Inc., a Nevada corporation, and its consolidated subsidiaries.
PART IV
Item 15 – Exhibits and Financial Statement Schedules
The information required by this Item is set forth in the Exhibit Index that precedes the signature page to this
Form 10-K/A
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Exhibit | Description | Links for Exhibits Incorporated by Reference |
3.1 | Amended and Restated Articles of Incorporation of Reading International, Inc., a Nevada corporation, effective as of August 6, 2014 | Filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on April 29, 2016 and incorporated herein by reference. |
3.2 | Amended and Restated Bylaws of Reading International, Inc., a Nevada corporation, effective as of November 7, 2017(1) | Filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 16, 2018 and incorporated herein by reference. |
4.1 | Form of Preferred Securities Certificate evidencing the preferred securities of Reading International Trust I | Filed as Exhibit 4.1 to the Company’s report on Form 8-K filed on February 9, 2007, and incorporated herein by reference. |
4.2 | Form of Common Securities Certificate evidencing common securities of Reading International Trust I | Filed as Exhibit 4.2 to the Company’s report on Form 8-K filed on February 9, 2007, and incorporated herein by reference. |
4.3 | Form of Reading International, Inc. and Reading New Zealand, Limited, Junior Subordinated Note due 2027 | Filed as Exhibit 4.3 to the Company’s report on Form 8-K filed on February 9, 2007, and incorporated herein by reference. |
4.4 | Indenture among Reading International, Inc., Reading New Zealand Limited, and Wells Fargo Bank, N.A., as indenture trustee. | Filed as Exhibit 10.4 to the Company’s report on Form 8-K dated February 5, 2007, and incorporated herein by reference. |
4.5 | Form of Indenture | Filed as Exhibit 4.4 to the Company’s report on Form S-3 on October 20, 2009, and incorporated herein by reference. |
4.6 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Filed as Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and incorporated herein by reference. |
10.1* | Reading International, Inc. 2020 Stock Incentive Plan | Filed as Appendix A to the Company’s Proxy Statement filed on November 6, 2020, and incorporated herein by reference. |
10.2* | First Amendment to Reading International, Inc. 2020 Stock Incentive Plan | Filed as Appendix A to the Company’s Proxy Statement filed on October 27, 2023, and incorporated herein by reference. |
10.3* | Second Amendment to Reading International, Inc. 2020 Stock Incentive Plan | Filed as Appendix A to the Company’s Proxy Statement filed on October 25, 2024, and incorporated herein by reference. |
10.4* | Form of Restricted Stock Unit Agreement (with Grant Notice) (Non-Employee Directors) under the 2020 Stock Incentive Plan | Filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and incorporated herein by reference |
10.5* | Form of Restricted Stock Unit Agreement (with Grant Notice) (Executive Officer) under the 2020 Stock Incentive Plan | Filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and incorporated herein by reference |
10.6* | Form of Stock Option Agreement (Executives) under the 2020 Stock Incentive Plan | Filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and incorporated herein by reference. |
10.7* | Form of Stock Option Agreement (Directors) under the 2020 Stock Incentive Plan | Filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and incorporated herein by reference. |
10.8* | 2023 Reading International, Inc. Executive Incentive Plan | Filed as Exhibit 10.47 to the Company’s Annual Report on Form 10- K/A for the year ended December 31, 2022, and incorporated herein by reference. |
10.9* | Form of Indemnification Agreement, as routinely granted to the Company’s Officers and Directors. | Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and incorporated herein by reference. |
10.10 | Amended and Restated Lease Agreement, dated as of July 28, 2000, as amended and restated as of January 29, 2002, between Sutton Hill Capital, L.L.C. and Citadel Cinemas, Inc. | Filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference. |
10.11 | Second Amendment to Amended and Restated Master Operating Lease dated as of September 1, 2005 | Filed as Exhibit 10.58 to the Company’s report on Form 8-K filed on September 21, 2005, and incorporated herein by reference. |
10.12 | Assignment and Assumption of Lease between Sutton Hill Capital L.L.C. and Sutton Hill Properties, LLC dated as of September 19, 2005 | Filed as Exhibit 10.56 to the Company’s report on Form 8-K filed on September 21, 2005, and incorporated herein by reference. |
10.13 | Third Amendment to Amended and Restated Master Operating Lease Agreement, dated June 29, 2010, between Sutton Hill Capital, L.L.C. and Citadel Cinemas, Inc. | Filed as Exhibit 10.21 to the Company’s report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference. |
10.14 | Omnibus Amendment Agreement, dated as of October 22, 2003, between Citadel Cinemas, Inc., Sutton Hill Capital, L.L.C., Nationwide Theatres Corp., Sutton Hill Associates, and Reading International, Inc. | Filed as Exhibit 10.49 to the Company’s report on Form 10-Q for the period ended September 30, 2003, and incorporated herein by reference. |
10.15 | Amended and Restated Declaration of Trust, dated February 5, 2007, among Reading International Inc., as sponsor, the Administrators named therein, and Wells Fargo Bank, N.A., as property trustee, and Wells Fargo Delaware Trust Company as Delaware trustee | Filed as Exhibit 10.2 to the Company’s report on Form 8-K dated February 5, 2007, and incorporated herein by reference. |
10.16 | Amended and Restated Corporate Markets Loan & Bank Guarantee Facility Agreement dated December 23, 2015, among Reading Entertainment Australia Pty Ltd and National Australia Bank Limited | Filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on April 29, 2016 and incorporated herein by reference. |
10.17 | Amendment Deed dated June 12, 2018 between National Australia Bank Limited and Reading Entertainment Australia Pty Ltd. | Filed as Exhibit 10.1.2 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.18 | Amendment Deed dated March 27, 2019 between National Australia Bank Limited and Reading Entertainment Australia Pty Ltd. | Filed as Exhibit 10.1.3 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.19 | Letter of Waiver dated April 9, 2020 between National Australia Bank Limited and Reading Entertainment Australia Pty Ltd. | Filed as Exhibit 10.1.4 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.20 | Amendment Letter dated August 6, 2020 between National Australian Bank Limited and Reading Entertainment Australia Pty. Ltd. | Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and incorporated herein by reference. |
10.21 | Amendment Deed dated June 8, 2021, by and between Reading Entertainment Australia Pty Ltd and National Australia Bank Limited. | Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, and incorporated herein by reference. |
10.22 | Corporate Markets Loan & Bank Guarantee Facility Agreement dated June 8, 2021, by and between Reading Entertainment Australia Pty Ltd and National Australia Bank Limited. | Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, and incorporated herein by reference. |
10.23 | Amendment Deed dated November 2, 2021, by and between Reading Entertainment Australia Pty Ltd and National Australia Bank Limited. | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and incorporated herein by reference. |
10.24 | Transactional Facility Side Letter dated November 3, 2021 between Reading Entertainment Australia Pty Ltd and National Australia Bank Limited. | Filed as Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 16, 2022 and incorporated herein by reference. |
10.25 | Variation Deed of the Corporate Markets Loan & Bank Guarantee Facility Agreement, dated December 16, 2022, by and between Reading Entertainment Australia Pty Ltd and National Australia Bank Limited. | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 8-K (file no. 1-8625), filed on December 22, 2022, and incorporated herein by reference. |
10.26 | Amendment Deed dated May 12, 2023, by and between Reading Entertainment Australia Pty Ltd and National Australia Bank Limited. | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and incorporated herein by reference. |
10.27 | Amendment Deed dated August 13, 2023, by and between Reading Entertainment Australia Pty Ltd and National Australia Bank Limited. | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and incorporated herein by reference. |
10.28 | Deed of Subordination dated October 26, 2023, by and between Reading Entertainment Australia Pty Ltd and National Australia Bank Limited | Filed as Exhibit 10.28 to the Company’s report on |
10.29 | Amendment Deed dated April 4, 2024, by and between Reading Entertainment Australia Pty Ltd and National Australia Bank Limited. | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and incorporated herein by reference. |
10.30 | Renewal and Amendment of Banking Facilities dated December 17, 2024, by and between Reading Entertainment Australia Pty Ltd and National Australia Bank Limited. | Filed as Exhibit 10.28 to the Company’s report on Form 10-K for the year ended December 31, 2024, and incorporated herein by reference. |
10.31 | Second Amended and Restated Credit Agreement dated March 6, 2020, among Consolidated Amusement Holdings, LLC, certain affiliates of the Company, the financial institutions party thereto and Bank of America, N.A., as administrative agent. | Filed as Exhibit 10.2.1 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.32 | Waiver and First Amendment to Second Amended and Restated Credit Agreement dated May 15, 2020, among Consolidated Amusement Holdings, LLC, certain affiliates of the Company, the financial institutions party thereto and Bank of America, N.A., as administrative agent. | Filed as Exhibit 10.2.2 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.33 | Waiver and Second Amendment to Second Amended and Restated Credit Agreement dated August 7, 2020 between Consolidated Amusement Holdings, LLC, and Bank of America, N.A. | Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and incorporated herein by reference. |
10.34 | Waiver and Third Amendment to Second Amended and Restated Credit Agreement, dated August 8, 2021, between Consolidated Amusement Holdings, LLC, and Bank of America, N.A. | Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and incorporated herein by reference. |
10.35 | Waiver and Fourth Amendment to Second Amended and Restated Credit Agreement, dated November 29, 2022, between Consolidated Amusement Holdings, LLC, and Bank of America, N.A. | Filed as Exhibit 10.1 to the Company’s report on Form 8-K (file no. 1-8625) filed on December 16, 2022, and incorporated herein by reference. |
10.36 | Waiver and Fifth Amendment to Second Amended and Restated Credit Agreement, dated March 30, 2023, between Consolidated Amusement Holdings, LLC, and Bank of America, N.A. | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and incorporated herein by reference. |
10.37 | Waiver and Sixth Amendment to Second Amended and Restated Credit Agreement, dated March 27, 2024, between Consolidated Amusement Holdings, LLC, and Bank of America, N.A. | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and incorporated herein by reference. |
10.38 | Waiver and Seventh Amendment to Second Amended and Restated Credit Agreement, dated October 3, 2024, between Consolidated Amusement Holdings, LLC, and Bank of America, N.A. | Filed as Exhibit 10.36 to the Company’s Report on Form 10-K for the year ended December 31, 2024, and incorporated herein by reference. |
10.39 | Waiver and Eighth Amendment to Second Amended and Restated Credit Agreement, dated January 3, 2025, between Consolidated Amusement Holdings, LLC, and Bank of America, N.A. | Filed as Exhibit 10.37 to the Company’s Report on Form 10-K for the year ended December 31, 2024, and incorporated herein by reference. |
10.40 | Loan Agreement dated as of May 7, 2021, by and between Reading Tammany Owner LLC and US Development, LLC, collectively as borrower, and Emerald Creek Capital 3, LLC, as administrative agent and collateral agent for the lender. | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, and incorporated herein by reference. |
10.41 | First Omnibus Loan Modification and Extension Agreement dated April 23, 2024, by and between Reading Tammany Owner LLC and US Development, LLC, collectively as borrower, and Emerald Creek Capital 3, LLC, as administrative agent and collateral agent for the lender. | Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, and incorporated herein by reference. |
10.42 | Consolidated, Amended and Restated Mortgage Promissory Note dated March 13, 2020, between Sutton Hill Properties, LLC and Valley National Bank. | Filed as Exhibit 10.4.1 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.43 | Mortgage Consolidation, Modification and Extension Agreement dated March 13, 2020, between Sutton Hill Properties, LLC and Valley National Bank. | Filed as Exhibit 10.4.2 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.44 | Pledge and Security Agreement dated March 13, 2020, between Sutton Hill Properties, LLC and Valley National Bank. | Filed as Exhibit 10.4.3 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.45 | ADA and Environmental Indemnity Agreement dated March 13, 2020, executed by Sutton Hill Properties, LLC and Reading International, Inc. in favor of Valley National Bank. | Filed as Exhibit 10.4.4 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.46 | Assignment of Rents and Leases dated March 13, 2020, executed by Sutton Hill Properties, LLC in favor of Valley National Bank. | Filed as Exhibit 10.4.5 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.47 | Guaranty of Payment and Performance dated March 13, 2020 executed by Reading International, Inc. in favor of Valley National Bank. | Filed as Exhibit 10.4.6 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.48 | Carveout Guaranty dated March 13, 2020 executed by Reading International, Inc. in favor of Valley National Bank. | Filed as Exhibit 10.4.7 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
10.49 | Guaranty dated March 13, 2020 executed by Reading International, Inc. in favor of Valley National Bank. | Filed as Exhibit 10.4.8 to the Company’s report on Form 8-K (file no. 1-8625), filed on June 2, 2020, and incorporated herein by reference. |
18 | Preferability Letter from Independent Registered Public Accounting Firm, Grant Thornton LLP. | Filed as Exhibit 18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 13, 2017 and incorporated herein by reference. |
19.1+ | Reading International, Inc. and Subsidiaries Insider Trading Policy | N/A |
19.2+ | N/A | |
21 | List of Subsidiaries. | Filed as Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025 and incorporated herein by reference. |
23.1 | Consent of Independent Registered Public Accounting Firm, Grant Thornton LLP. | Filed as Exhibit 23.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025 and incorporated herein by reference. |
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed as Exhibit 31.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025 and incorporated herein by reference. |
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed as Exhibit 31.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025 and incorporated herein by reference. |
31.3+ | N/A | |
31.4+ | N/A | |
32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed as Exhibit 32.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025 and incorporated herein by reference. |
32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed as Exhibit 32.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025 and incorporated herein by reference. |
97.1 | Reading International, Inc. Executive Officer Clawback Policy, effective as of October 2, 2023. | Filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023 filed on April 29, 2024 and incorporated herein by reference. |
101 | The following material from our Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements. | N/A |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | N/A |
_______________________
+ Filed herewith.
* Indicates a management contract or compensatory plan or arrangement.
(1) Included is the amended and restated version of this exhibit, redlined to show the amendment adopted on November 7, 2017.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
READING INTERNATIONAL, INC.
(Registrant)
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Date: | April 21, 2025 | By: | /s/ Gilbert Avanes |
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| Gilbert Avanes |
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| Executive Vice President, Chief Financial Officer and Treasurer |
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| (Principal Financial Officer) |
Exhibit 19.1
READING INTERNATIONAL, INC.
AND SUBSIDIARIES
INSIDER TRADING POLICY
This policy (this “Policy”) is effective as of October 18, 2024, and supersedes all previous insider trading policies adopted by our Board of Directors.
Introduction
Federal and state securities laws generally prohibit any person who is aware of material non-public information about a company from trading in securities of that company. These laws also prohibit such person from disclosing material non-public information to other persons who may trade on the basis of that information.
This Policy relates to the trading of the securities of Reading International, Inc. (“Reading”) has been adopted by the Board of Directors of Reading with respect to the employees, officers, managers and directors of Reading. It has also been adopted by the governing bodies of each of the subsidiaries of Reading with respect to the employees, officers, managers and directors of each such subsidiary with respect to trading in the securities of Reading.
As used in this Policy, the term “our Company” means individually and without differentiation Reading and each of such adopting subsidiaries. The term the “Reading Consolidated Group”) means Reading and each of its subsidiaries. Terms such as “our” or “we” similarly refer to Reading and each such adopting subsidiary, as applicable. For convenience, the General Counsel of Reading also serves as General Counsel for each of our adopting subsidiaries.
It is your responsibility to comply with the securities laws and this Policy. If you have questions about this Policy, please contact our General Counsel. Information on how to contact the General Counsel is set forth under the heading "Company Assistance."
Certifications
All new employees must sign a certificate confirming that they have read and understand this Policy. We may also require an annual certification of compliance with this Policy by all directors and all officers with the title of Vice President (or equivalent title). However, failure to read this Policy or sign a confirmation certificate does not excuse you from complying with this Policy.
Persons Subject to This Policy
If you are an employee, manager, officer, or member of the Board of Directors (hereinafter a "director") of our Company, then this Policy applies to you.
If this Policy applies to you, then it also applies to your family members who reside with you,
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anyone else who lives with you, any family members who do not live with you but whose transactions in Reading securities are subject to your influence or control (such as parents or children who consult with you before they trade in Reading securities) and any entity whose transactions in Reading securities are controlled by you. You are responsible for making sure that these other persons and entities comply with this Policy.
In addition to this Policy, our directors, executive officers and certain other designated persons who have access to material non-public information about us are subject to a supplemental policy that imposes additional restrictions on their trading in Reading securities.
If you possess material non-public information regarding us at the time your employment or other services with us terminates, you remain subject to this Policy until the information has been publicly announced by us or is no longer material.
Trading and Disclosure Restrictions
The following trading and disclosure restrictions apply to all of our employees, managers, officers and directors:
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If you have material non-public information regarding Reading or any other member of the Reading Consolidated Group, you must not trade or advise anyone else to trade in Reading securities until that information has been publicly disclosed. |
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If you have material non-public information regarding any other company that you obtained from your employment or relationship with us, you must not trade or advise anyone else to trade in the securities of that other company until that information has been publicly disclosed. |
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You must not disclose any material non-public information concerning Reading or any other member of the Reading Consolidated Group (or concerning any other company that you obtained from your employment or relationship with us) to anyone inside the Reading Consolidated Group whose job does not require the person to have that information or outside the Reading Consolidated Group unless the disclosure is made in accordance with our Company's disclosure and external communications policies (or is made to our Company's attorneys, accountants, bankers and others with whom our Company or such other member of the Reading Consolidated Group has a confidential or fiduciary relationship). |
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You may not purchase financial instruments, including prepaid variable forward contracts, equity swaps, collars and exchange funds, specifically designed to hedge or offset any decrease in market value of Reading securities held by you (rather than a general market hedge against investments in entertainment and real estate companies). |
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You may not purchase Reading stock as part of your Company 401(k) plan. |
Transactions Covered by This Policy
This Policy applies to any purchase or sale of Reading securities, including Reading common stock, options to purchase Reading common stock, any other type of securities that Reading may issue, such as preferred stock, convertible debentures and warrants, as well as exchange-traded options, other derivative securities, and puts, calls and short sales involving
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Reading securities.
Notwithstanding this general rule, this Policy contains certain exceptions that are discussed in more detail below.
Definition of Material Non-public Information
Material information. Information about Reading (or any other member of the Reading Group of Companies is "material" if there is a substantial likelihood that a reasonable stockholder or investor would consider it important in making a decision to buy, sell or hold Reading securities, or if the disclosure of the information would be expected to significantly alter the total mix of the information in the marketplace about Reading. In simple terms, material information is any type of information that could reasonably be expected to affect the market price of Reading securities. Both positive and negative information may be material. Information that could be material about Reading includes any of the following information related to Reading or any one or more of the other members of the Reading Group of Companies:
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earning estimates (including changes of previously announced estimates) |
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a significant change in the operations, projections or strategic plans |
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a potential merger or acquisition |
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a potential sale of significant assets or subsidiaries |
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the gain or loss of a major supplier or customer |
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a significant pricing change in our services |
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a declaration of a stock split, a public or private securities offering by us or a change in our dividend policies or amounts |
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a change in senior management |
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significant litigation or government agency investigations |
Non-public information. Non-public information is information that is not generally available to the investing public. If you are aware of material non-public information, you may not trade until the information has been widely disclosed to the public and the market has had sufficient time to absorb the information. For purposes of this Policy, information will generally be considered public after the second full trading day following Reading’s public release of the information. For example, if we publicly disclosed the information on a Tuesday, the first day that trading could occur would be on Friday.
If you are not sure whether information is material or nonpublic, consult with our General Counsel for guidance before engaging in any transaction in Reading securities.
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Unauthorized Disclosure of Material Non-public Information
You are prohibited from disclosing any material non-public information concerning Reading or any other member of the Reading Consolidated Group (or any other company that you obtained from your employment or relationship with us) to anyone inside the Reading Consolidated Group whose job does not require the person to have that information or outside our Company unless the disclosure is made in accordance with our Company's disclosure and external communications policies.
Reading is subject to laws that govern the timing of our disclosures of material information to the public and others. Our Disclosure Policy provides that only certain designated employees may communicate on behalf of our Company with the news media, securities analysts and investors. Those persons are currently designated as the Chief Executive Officer and the Chief Financial Officer. Directors, officers, managers and any other employees should not entertain any discussion with news media, securities analysts or investors on behalf of our Company or any other member of the Reading Group of Companies without the specific authorization of our Chief Executive Officer or our Chief Financial Officer. All inquiries from outsiders regarding material non-public information about our Company or any other member of the Reading Consolidated Group should be forwarded to our Company's Chief Financial Officer and Chief Executive Officer. Accordingly, when an inquiry is made by an outsider, the following response will generally be appropriate:
"As to these types of matters, the Company's spokespersons are our Chief Financial Officer and Chief Executive Officer. If there is any comment, they would be the ones to contact."
Consequences of Violating Insider Trading Laws or This Policy
The consequences of violating the securities laws or this Policy can be severe. They include the following:
Civil and criminal penalties. If you violate the insider trading or tipping laws, you may be required to
pay civil penalties up to three times the profit made or loss avoided
pay a criminal penalty of up to $5 million
serve a jail term of up to 20 years.
In addition, our Company and/or the supervisors of a person who violates these laws may also be subject to civil or criminal penalties, if they did not take appropriate steps to prevent illegal trading.
Company Discipline. If you violate this Policy or insider trading or tipping laws, you may be subject to disciplinary action by our Company, up to and including termination. A violation of this Policy is not necessarily the same as a violation of law and we may determine that specific
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conduct violates this Policy, whether or not the conduct also violates the law. We are not required to await the filing or conclusion of a civil or criminal action against an alleged violator before taking disciplinary action.
Reporting Of Violations. Any employee, officer, manager or director who violates this Policy or any federal or state laws governing insider trading or tipping, or any officer, manager or director who knows of any such violation by any other employee, officer, manger or director, must report the violation immediately to our General Counsel.
Exceptions to This Policy
This Policy does not apply to your exercise of an employee stock option. It also does not apply to your election to have our Company to withhold shares subject to an option to satisfy tax withholding requirements. This Policy does, however, apply to sales of shares received upon exercise of an option, including any broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
Post-Termination Transactions
This Policy will continue to apply to you after your employment or service has terminated with our Company until such time as any material non-public information that you possessed when your service terminated has become public or is no longer material.
Company Assistance
If you have a question about this Policy or whether it applies to a particular transaction, contact our General Counsel for additional guidance at 844-884-1797 or by email to GeneralCounsel@ReadingRDI.com.
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Confirmation Certificate
I have been provided with a copy of our Company’s Insider Trading Policy. I acknowledge that I have read the Insider Trading Policy and understand my responsibilities under it. I further acknowledge that I should contact our Company’s General Counsel if I have any questions or concerns.
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Exhibit 19.2
READING INTERNATIONAL, INC.
AMENDED AND RESTATED SUPPLEMENTAL POLICY CONCERNING TRADING IN COMPANY SECURITIES
BY CERTAIN DESIGNATED PERSONS
(Amended as of November 11, 2024)
This policy (“Policy”) supplements our general Insider Trading Policy. This Policy applies to certain Designated Persons (as defined below). If you are subject to this Policy, we will notify you and provide you with a copy. After you have read this Policy, please sign the Certification attached to this Policy and return it to the Company's Compliance Officer. You will also be asked to recertify your compliance with this Policy from time to time.
Persons subject to this Policy:
This Policy applies to
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each Director of the Company, |
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each Officer of the Company who has been designated by our Board of Directors as an "Executive Officer" for purposes of the reporting requirements and trading restrictions of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), |
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any additional persons that the Company may from time to time designate as being subject to this Policy because of their position with the Company (or any of its affiliates) and access to material non-public information, and |
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with respect to such persons who are employees of affiliates of the Company, this policy has been adopted by the governing body of such affiliate. |
We will notify you if you are subject to this Policy. We refer to persons subject to this Policy as "Designated Persons."
If you are a Designated Person, then this Policy also applies to your family members who reside with you, anyone else who lives with you, any family members who do not live with you but whose transactions in Company securities are subject to your influence or control (such as parents or children who consult with you before they trade in Company securities) and any other entity whose transactions in Company securities are controlled by you. You are responsible for making sure that these other persons and entities comply with this Policy.
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Additional trading restrictions that apply to Designated Persons
If you are a Designated Person, you are subject to all of the requirements of our general Insider Trading Policy. In addition, you are subject to the following restrictions:
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You may not trade in Company securities outside of a trading window. |
For purposes of this Policy, a "trading window" will commence after the close of the second full day during which the NASDAQ Capital Market is open for trading in the Company's securities (a "trading day") following the day during which the Company publicly releases its quarterly/yearly operating results via a widespread Earnings Press Release and will end, (a) with respect to the fourth quarter, at the close of trading on the last trading day of such calendar year,
(b) with respect to the first quarter, on the close of trading on the tenth (10th) trading day following the opening of the window following the issuance of the Earning Press Release with the year end results, and (c) with respect to the second and third quarters, the fifth (5) trading day prior to the quarter end. As a matter of clarification, the close of the second full trading day following release would be at the end of trading on the second trading day following the day during which such release was made.
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Even during a trading window, you may not trade during a blackout period. You may not trade in Company securities during any special blackout periods that the Compliance Officer may designate with the prior written approval of the Chief Executive Officer (or the Chief Financial Officer if the Chief Executive Officer is unavailable). You may not disclose to any outside third party that a special blackout period has been designated. |
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You may not trade during a trading window without prior written notice. If you decide to engage in a transaction involving Company securities during a trading window, you must notify the Compliance Officer in writing of the amount, timing and nature of the proposed trade(s) at least two business days prior to the first proposed transaction, and certify in writing that you are not in possession of material non-public information concerning the Company by delivery of a notice and certification (the "Trading Notice") in the form attached as Schedule 1, hereto. No such Trading Notice shall be effective for a period exceeding thirty (30) days from the date such Trading Notice is delivered to the Compliance Officer. Any Designated Person delivering a Trading Notice shall immediately update such Trading Notice in the event of any material change in the information and/or certification set forth in such Trading Notice by deliver of an amended trading notice to the Compliance Officer. Any Designated Person who is not obligated to file a Form 4 with the Securities and Exchange Commission with respect to trading in Company securities shall deliver to the Compliance Officer within 48 hours of each trade a written notice including the same information as would be included in such a Form 4 if such Designated Person had been obligated to file such a Form 4 with the Securities and Exchange Commission. The foregoing functions of the Compliance Officer will be undertaken by the Chief Executive Officer in the case of proposed trades by the Compliance Officer. For purposes of this Policy, the term "business day" means any day on which National Banks are open for the acceptance of deposits and the making of withdrawals in the City of New York and the term "National Bank" means a bank chartered by the Controller of the Currency. |
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You may not trade in puts or calls or engage in short sales with respect to Company securities. Trading in "puts" and "calls" (publicly traded options to sell or buy stock) and engaging in short sales are often perceived as involving insider trading and they may focus your attention on the Company's short-term performance rather than its long-term objectives. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales. Therefore, transactions in puts, calls and other derivative securities with respect to Company securities on an exchange or in any other organized market are prohibited by this Policy, as are short sales of Company securities. |
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You may not engage in certain hedging transactions with respect to Company securities. Certain forms of hedging transactions, such as zero-cost collars, equity swaps, prepaid variable forward contracts and exchange funds, are designed to hedge or offset a decrease in market value of a person's stock holdings. The stockholder is then no longer exposed to the full risks of stock ownership and may no longer have the same objectives as the Company's other stockholders. Therefore, such hedging transactions are prohibited under this Policy. |
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You may not hold Company securities in a margin account or pledge Company securities as collateral for any other loan without prior written notice. Because a broker is permitted to sell securities in a margin account if the customer fails to meet a margin call, the securities can be sold at a time when the customer is aware of material non-public information about the Company. Also, a foreclosure sale under any other loan could also occur at a time when the borrower has non-public information about us. Therefore, you may not hold Company securities in a margin account or pledge Company securities as collateral for any other loan without prior written notice to the Compliance Officer and the Chair of the Audit and Conflicts Committee. |
Exceptions to this Policy
The trading restrictions in this Policy (other than the trading restrictions set forth in the last three bullet points of the preceding section) do not apply to those transactions discussed in our general Insider Trading Policy under the heading "Exceptions to This Policy."
In addition, specific exceptions to this Policy may be made when the person does not possess or was not aware of any material non-public information, personal circumstances warrant the exception and the exception would not otherwise contravene the law or the purposes of this Policy. Any request for an exception should be directed to the Compliance Officer.
An exception shall be made to the first three bullets under "Additional trading restrictions that apply to Designated Persons" above for trading by a Designated Person under an "RDI Approved 10b5-1 Plan." To constitute an RDI Approved 10b5-1 Plan, the following steps must be taken and the approval of the Compliance Officer hereunder must be in place at all relevant times:
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A Designated Person must submit in writing (a) The Trading Notice on Schedule 1; and (2) such person's proposed 10b5-1 trading plan (the "Proposed Plan") in final form to the Compliance Officer, requesting pre-approval. Subject to certain qualifications and exceptions, a Designated Person shall not have overlapping trading plans. |
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Upon receipt, the Compliance Officer will undertake to review the Proposed Plan, subject however, to such Designated Person timely supplying all relevant information requested by
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the Compliance Officer to enable the review and consideration of such Proposed Plan. By submitting the Proposed Plan, the Designated Person agrees to pay all out-of-pocket expenses incurred by the Company, if in the opinion of the Compliance Officer, outside advisors (such as outside legal counsel) are necessary to assist in the review and consideration of the Proposed Plan or if the Compliance Officer, on behalf of the Company incurs any other expenses that may be required by the Compliance Officer to review the Proposed Plan. The Compliance Officer will collect all such expenses from the Designated Person prior to approving or disapproving the Proposed Plan. |
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The Proposed Plan must contain the following elements to be an "RDI Approved 10b5-1 Plan": |
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The Proposed Plan may only be adopted during an open trading window. |
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The Proposed Plan must follow the prescribed cooling-off periods between the time a new trading plan is adopted and when the first trade is made under the plan, as follows: |
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Officers and Directors are required to wait the later of: (i) 90 days after adoption or modification of the trading plan and (ii) two (2) business days after filing the Company’s financial results for the fiscal quarter in which the plan was adopted or modified (not to exceed 120 days); and |
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All persons other than Officers and Directors are required to wait 30 days after adoption or modification of a trading plan; |
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The Proposed Plan must include a representation certifying, at the time of the adoption of a new or modified plan, that: i) the Designated Person was not aware of material nonpublic information about the Company or its securities; and ii) the Designated Person is adopting the plan in good faith and not as a part of a plan or scheme to evade securities laws. |
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The Designated Person must undertake to timely file all SEC Forms 4, amendments to Schedules 13D (if applicable) and any other SEC form applicable, with respect to trades or other actions made under the RDI Approved 10b5-1 Trading Plan. In all such filings, the Designated Person must disclose that trades are made pursuant to the RDI Approved 10b5-1 Trading Plan, if such statement is accurate. The Designated Person must also undertake to timely file on an SEC Form 4, or an amendment thereto, any future amendment, termination or modification to such RDI Approved 10b5-1 Trading Plan. |
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The Proposed Plan must contain trading limits in compliance with the volume restrictions under Securities Act of 1933, Rule 144 (e)(1) (17 CFR 230.144 (e)(1)), as then in effect. |
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The Designated Person must affirm to the Company that at the time of submission of the Proposed Plan and as of the date of approval hereunder, the Designated
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Person is in compliance with all applicable requirements of Securities Exchange Act of 1934 Rule 10b5-1 (17 CFR 240.10b5-1), as then in effect, including not having or aware of any material nonpublic information. |
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The Proposed Plan must have a minimum term of three (3) months, and may only be terminated, amended, modified or voluntarily suspended by the Designated Person (i) in good faith as a result of unusual circumstances, (ii) during an open trading window, |
(iii) when not in possession of any material nonpublic information and (iv) subject to pre-approval of the Compliance Officer. Notice of termination, amendment, modification or voluntary suspension must be submitted to the Compliance Officer for pre-approval at least ten (10) days (or shorter period if approved by the Compliance Officer) in advance of the effective date of such termination, amendment, modification or voluntary suspension. No trading activity may re-commence under the RDI Approved 10b5-1 Plan until the expiration of the applicable cooling-off period described in Section 3(b) above. In the event of an approved termination, the Designated Person must agree that he/she will not propose a new or additional Proposed Plan that would be effective prior to the later to occur of: (x) two (2) trading days after the next quarterly or annual earnings press release, or (y) thirty (30) days. Notwithstanding the foregoing, the expiration of an RDI Approved 10b5-1 Plan upon
(i) the sale of all of the securities covered by such plan, (ii) the end of the stated term of such Plan, or (iii) due to another expressly stated expiration event shall not constitute a “termination, amendment, modification or voluntary suspension” by such Designated Person.
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Notwithstanding item (f) above, to allow the Designated Person to make decisions in connection with extraordinary corporate transactions and to avoid potential problems under other provisions of the federal securities laws, the RDI Approved 10b5-1 Plan may include a provision that automatically terminates or suspends trading under the plan if certain events occur, such as the Company's public announcement (or receipt of notice from the Company's general counsel or the Compliance Officer) of a pending or proposed merger, acquisition or other extraordinary corporate transaction or an underwritten public offering. |
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The Designated Person must execute a form of indemnification agreement in the form attached to this Policy, under which the Designated Person indemnifies and holds the Company, each executive officer, each director, and each agent, employee and consultant, harmless for any claims or damages that may be asserted against such persons arising out of the Designated Person's trading in the Company's securities pursuant to a RDI Approved 10b5-1 Plan. |
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Until the Proposed Plan is approved in writing by the Compliance Officer, the Designated Person will have no right to claim that such person is eligible for any exceptions to the first three bullets under "Additional trading restrictions that apply to Designated Persons" above. |
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The Compliance Officer may elect to deny the request hereunder in his or her reasonable discretion; provided that the Designated Person may appeal such decision to the Company's |
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Board of Directors to be determined by majority vote of the directors. After such approval is issued, if, in the best interests of the Company as determined by the vote of the Company's Board of Directors, such approval may be rescinded and demand will be made to the Designated Person to take all appropriate measures in good faith to terminate such plan. In the event that the Designated Person is a member of the Board of Directors, such individual shall recuse himself or herself from the Board’s deliberations and vote on this issue.
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Upon issuance of approval of the Proposed Plan by the Compliance Officer, the Company shall publicly disclose such Plan. |
Interpretation and Administration
The Company's Audit and Conflicts Committee is hereby delegated exclusive authority to interpret and administer this Policy (including, without limitation, the granting of exceptions). Any determination by the Audit and Conflicts Committee shall be final and binding. For purposes of the interpretation and administration of this Policy (including, without limitation, the granting of exceptions), the Compliance Officer shall report to and operate under the instructions of the Audit and Conflicts Committee.
Information about the Compliance Officer
We have designated Craig Tompkins as the Compliance Officer for this policy. His telephone number is (213) 235-2232. If you have any questions about this policy, you should contact him.
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CERTIFICATION
I hereby acknowledge receipt of the Reading International, Inc. Supplemental Policy Concerning Trading in Company Securities by Certain Designated Persons and agree to abide by its terms and conditions.
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SIGNATURE |
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DATE OF SIGNATURE |
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Return this Certification to the Compliance Officer with a copy to: Susan Villeda, Legal Department.
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READING INTERNATIONAL, INC. SCHEDULE 1
TO
AMENDED AND RESTATED SUPPLEMENTAL POLICY CONCERNING TRADING IN COMPANY SECURITIES
BY CERTAIN DESIGNATED PERSONS (“POLICY”)
TRADING NOTICE AND CERTIFICATION
I hereby notify you of my intent to trade in securities of Reading International, Inc. (the “Company”).
The amount and nature of the proposed trade is as follows:
◻ Exercise non-qualified stock options granted under the Company’s Restated 2010 Stock Incentive Plan or the Company’s 2020 Stock Incentive Plan on ;
◻ Sell in the open market shares of Company Class A Nonvoting Common Stock currently held at (example: Fidelity; another broker; in certificated form);
◻ Sell in the open market shares of Company Class B Voting Common Stock currently held at (example: Fidelity; another broker; in certificated form);
◻ Purchase in the open market shares of Company Class A Nonvoting Common Stock;
◻ Purchase in the open market shares of Company Class B Voting Common Stock;
◻ Adopt a Rule 10b5-1 plan to sell shares And which the Undersigned acknowledges that he or she must comply with all requirements set forth under “Exceptions to This Policy” applicable to adoption of Rule 10b5-1 Trading Plans;
◻ Other (explain .
Time Period for Proposed Transactions: Commencing and ending, on earlier of or sale of the above indicated securities.
Certification Applicable to Proposed Matters Other Than Pursuant to a Rule 10b5-1 Trading Plan:
I understand that I am not authorized to trade in Company securities in reliance upon this Notice and Certification until the same is approved by the Compliance Officer or his/her designee. I further understand that I am only authorized to complete my proposed trade during the
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authorization period set forth in the approval below, and that if I have not completed my proposed trade by the last date of the authorization period set forth below, I must submit a new Notice and Certification in order to trade in Company securities. I agree to notify the Compliance Officer within 24 hours after the execution of any cleared trade in Company securities so that the Company can provide reasonable assistance, as requested, in connection with the timely filing of forms required under Section 16 of the Exchange Act. The ultimate responsibility and liability for timely, complete and accurate filing of such forms, however, remains with the undersigned Designated Person. I hereby certify that I am not aware of material nonpublic information concerning the Company. [Initial here]
Certification Applicable to Proposed Matters Pursuant to a Rule 10b5-1 Trading Plan:
I understand that I must comply with all requirements set forth in the Policy under “Exceptions to This Policy” applicable to adoption of Rule 10b5-1 Trading Plans. [Initial here]
Date:
Signature:
Print Name:
To be completed by Compliance Officer or his/her Designee
Approved By:
Date:
Authorization Period Begins:
Authorization Period Ends: (But in no event, longer than thirty (30) days from the date that Trading Notice is delivered to the Compliance Officer)
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[Form of Indemnification Agreement for Persons adopting a Rule 10b5-1 Trading Plan]
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this day of , 20[ ] by and among Reading International, Inc., a Nevada corporation ("RDI"), and [Name of Director/Officer/Other Designated Person] ("Indemnitor"). RDI and Indemnitor are hereinafter referred to collectively as "Parties" and each individually as a "Party."
RECITALS
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A. Indemnitor has established a trading plan ("Trading Plan") for the sale of securities of RDI with [Brokerage Firm] pursuant to (i) RDI's Amended and Restated Supplemental Insider Trading Policy, as amended from time to time (the "Insider Trading Policy") and (ii) Rule 10b5- 1. |
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B. Simultaneously with establishing the Trading Plan, in accordance with the Insider Trading Policy, Indemnitor must enter into this Agreement to indemnify RDI, its directors, executive officers, employees, consultants and agents (collectively, "Indemnitees") for any claims or damages that may be asserted against the Indemnitees in connection with Indemnitor's actions or inactions arising out of the Trading Plan or the Insider Trading Policy. |
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
AGREEMENT
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1. Indemnification. Indemnitor agrees to indemnify and hold harmless the Indemnitees from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, "Losses") arising out of or attributable to (A) Indemnitor's actions taken or not taken in connection with the Trading Plan or the Insider Trading Policy, (B) any breach by Indemnitor of the Trading Plan or the Insider Trading Policy, or (C) any violation by Indemnitor of applicable laws or regulations. |
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2. Defense. RDI has the right to control the defense of any and all claims, suits or administrative proceedings as to which indemnification is sought hereunder and RDI shall have the right to select counsel with Indemnitor's consent which consent will not be unreasonably withheld. No claim will be settled without the consent of the Indemnitor, which consent will not be unreasonably withheld. Indemnitor shall give prompt notice of any claim and shall cooperate in the defense of any and all such claims, suits or administrative proceedings. |
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Miscellaneous. |
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(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Nevada. Any dispute regarding this Agreement shall be filed in state or federal court located in Clark County, Nevada, and said courts shall be the exclusive jurisdiction for any such dispute. The Parties consent to the jurisdiction of the state and federal court of Nevada. |
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(b) This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns. |
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(c) In the event any action is commenced by either Party against the other in connection herewith, the prevailing Party shall be entitled to payment from the other Party of the prevailing Party's costs and expenses, including reasonable attorneys' fees, as determined by the court. |
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(d) This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained herein and supersedes all prior representations, agreements and understandings of the Parties. No addition to or modification of this Agreement shall be binding unless executed in writing by the Parties hereto. |
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(e) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Indemnification Agreement as of the day and year first above written.
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READING INTERNATIONAL, INC. |
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[Name], [Office] |
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[Name of Indemnitor] |
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EXHIBIT 31.3
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ellen M. Cotter, certify that:
1)I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Reading International, Inc.; and
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
By: /s/ Ellen M. Cotter
Ellen M. Cotter
President and Chief Executive Officer
April 21, 2025
EXHIBIT 31.4
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gilbert Avanes, certify that:
1)I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Reading International, Inc.; and
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
/s/ Gilbert Avanes
Gilbert Avanes
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
April 21, 2025