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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 31, 2026

Reading International, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

1-8625

95-3885184

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

189 Second Avenue, Suite 2S New York, New York

10003

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (213) 235-2240

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

 

RDI

 

The NASDAQ Stock Market LLC

Class B Common Stock, $0.01 par value

RDIB

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

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.  ¨



Item 1.01Entry into a Material Definitive Agreement

On August 31, 2026, Sutton Hill Properties, LLC, a Nevada limited liability company and a subsidiary of Reading International, Inc. (“SHP”), entered into a Contract of Sale (the “Contract”) with 1001 Third Avenue LLC, a New York limited liability company (the “Purchaser”), providing for the sale of the SHP’s cinema property located at 1001–1007 Third Avenue, New York, New York, commonly referred to as Cinemas 1, 2 & 3 (the “Premises”), for a sale price of $41,000,000 (the “Sale Price”). A down payment of $4,100,000 has been paid into escrow, with the balance of the Sale Price, subject to customary adjustments, payable at the closing. The Closing is not subject to the satisfaction of any further due diligence or financing contingencies. The Premises is currently encumbered by an existing mortgage loan in the approximate amount of $19,000,000, SHP’s obligations with respect to which will be satisfied at the Closing.

The closing is expected to occur on or about October 30, 2026.

The foregoing description of the Contract does not purport to be complete and is qualified in its entirety by reference to the full text of the Contract, a copy of which will be filed as an exhibit to the Registrant’s next periodic report filed with the Securities and Exchange Commission.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

READING INTERNATIONAL, INC.

 

Date: September 4, 2026

By:

/s/ Gilbert Avanes

Name:

Gilbert Avanes

Title:

Executive Vice President, Chief Financial Officer and Treasurer


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

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EX-101.DEF

EX-101.LAB

EX-101.PRE

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