5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company's goodwill consists of $109.3 million related to the acquisition of Captivate as of October 1, 2026 and $0.6 million related to the acquisition of Spotlight as of January 1, 2026. Please refer to Note 4—Business Combinations for further information regarding how these Goodwill balances were derived.

During the quarter ended October 1, 2026, the Company identified a triggering event of the Company's goodwill related to the decrease in stock price, under ASC 350-20—Goodwill. Management utilized an independent valuation specialist and industry accepted valuation models when calculating the fair value of the Company's two reporting units, NCM LLC and Captivate. The key assumptions used to derive the estimated fair values of the two reporting units, which include internal cash flow projections and the discount rate, represent Level 3 measurements. The internal cash flow projections include assumptions regarding the growth rate for revenue, attendance, costs and operating margin, which are based on various long-term financial and operational plans. Additionally, the discount rate used in our analysis is based on the weighted average cost of capital, driven by the prevailing interest rates and financing abilities as well as the identified risks and opportunities of the reporting units. The estimated fair value of NCM LLC calculated within the analysis was not in excess of the carrying value and therefore the $0.6 million of goodwill recorded under the NCM LLC reporting unit was fully impaired within the three months ended October 1, 2026. The estimated fair value of Captivate calculated within the analysis was in excess of the carrying value and no impairment of the goodwill within the Captivate reporting unit was recorded in the three months ended October 1, 2026. Such analysis required management to make estimates and assumptions based on historical data and consideration of future market conditions. Actual results may differ from the estimates and assumptions used, or conditions may change, which could result in impairment charges in the future.

Intangible Assets other than Goodwill

The Company’s intangible assets consist of contractual rights to provide its services within the theaters under the ESAs and network affiliates agreements, customer relationships developed and maintained by the Company’s sales force, trademarks held and used by the Company, Captivate's installed base, developed technology, noncompete agreements acquired and datasets acquired and used by the Company. The intangible assets are stated at their estimated fair values upon the reconsolidation of NCM LLC on August 7, 2023, net of accumulated amortization. Subsequently acquired intangible assets are recorded at cost, or in the case of acquisitions, their estimated fair value. The Company records amortization using the straight-line method over the contractual life of the intangibles, corresponding to the term of the ESAs, the average renewable term of the contract with the network affiliates, industry standard lives for customer relationships, trademarks, trade names, Captivate's installed base and developed technology, the contract length for noncompete agreements, and for the datasets, the shorter of the use rights outlined in the contract under which they were acquired and the estimated rate of obsolescence of the datasets' usefulness. In accordance with ASC 360—Property, Plant and Equipment, the Company continuously monitors the performance of the underlying assets for potential triggering events suggesting an impairment review should be performed.

During the quarter ended October 1, 2026, the Company identified a triggering event of the Company's intangible asset group related to the decrease in stock price, under ASC 360—Impairment and Disposal of Long-Lived Assets. Management estimated future undiscounted cash flows for the Company's intangible asset group based on projected attendance, operating screens and the expected useful lives of its intangible assets. The estimated future cash flows calculated within the analysis were in excess of the net book value of the Company’s intangible assets and no impairment was recorded in the quarter ended October 1, 2026. Such analysis required management to make estimates and assumptions based on historical data and consideration of future market conditions. Actual results may differ from the estimates and assumptions used, or conditions may change, which could result in impairment charges in the future.

Upon entering into the 2025 AMC Agreement, the Company determined that there was a triggering event for the Company’s intangible asset group, including the amount related to AMC, under ASC 360—Impairment and Disposal of Long-Lived Assets during the quarter ended June 26, 2025. Management estimated future undiscounted cash flows, including the impacts of the new fee structure under the 2025 AMC Agreement, which has been adjusted to be based on the attendance, the operating screens and the revenue generated by the Company through the advertising displayed in AMC's theaters beginning on July 1, 2025, and the increase in the useful life due to the five year extension. The estimated future cash flows calculated within the analysis were well in excess of the net book value of the Company’s intangible assets and no impairment was recorded in the quarter ended June 26, 2025. Such analysis required management to make estimates and assumptions based on historical data and consideration of future market conditions. Actual results may differ from the estimates and assumptions used, or conditions may change, which could result in impairment charges in the future.

Common Unit Adjustments—In accordance with NCM LLC’s Common Unit Adjustment Agreement, on an annual basis NCM LLC determines the amount of common membership units to be issued to or returned by AMC (through April 17, 2025) and Cinemark based on the attendance associated with theater additions, new builds or dispositions during the previous year. In addition, NCM LLC’s Common Unit Adjustment Agreement requires that a Common Unit Adjustment occur for either AMC (through April 17, 2025) or Cinemark if its acquisition or disposition of theaters, in a single transaction or cumulatively since the most recent Common Unit Adjustment, results in an attendance increase or decrease in excess of two percent of the annual total attendance at the prior adjustment date. In the event that an adjustment is negative and either AMC or Cinemark did not have sufficient common membership units to return, the adjustment is satisfied in cash in an amount calculated pursuant to NCM LLC’s Common Unit Adjustment Agreement. Upon the issuance of common membership units, the Company records an addition to the intangible asset related to AMC and Cinemark’s respective ESAs equal to the fair market value of NCM, Inc.’s publicly traded stock as of the date on which the common membership units were issued. NCM LLC common membership units are fully convertible into NCM, Inc.’s common stock. Subsequent to April 17, 2025 and in accordance with the AMC Termination Agreement, AMC is no longer a party to the Common Unit Adjustment Agreement and will no longer receive NCM LLC Common Units.

During the first quarter of 2026, in accordance with the Common Unit Adjustment Agreement, NCM LLC calculated a reduction of common membership units for Cinemark. As Cinemark held no membership units, the Company received cash of $0.5 million and a corresponding reduction of the intangible asset during the six months ended July 2, 2026 to settle the negative common membership unit adjustment.

During the first quarter of 2025, in accordance with the Common Unit Adjustment Agreement, NCM LLC calculated a reduction of common membership units for AMC and Cinemark to be settled on April 2, 2025. Cinemark, who held no membership units, remitted cash to settle the negative common membership unit adjustment. In connection with the Common Unit Adjustment Agreement and the AMC Termination Agreement, AMC returned all of its units and was forgiven any remaining negative common unit adjustment. These transactions resulted in a reduction of the intangible asset of $0.1 million during the year ended January 1, 2026.

Integration Payments and Other Encumbered Theater Payments—If an existing on-screen advertising agreement with an alternative provider is in place with respect to any acquired theaters (“Encumbered Theaters”), the applicable ESA party, AMC (through April 17, 2025) or Cinemark, may elect to receive common membership units related to those Encumbered Theaters in connection with the Common Unit Adjustment. If the ESA party makes this election, then they are required to make payments on a quarterly basis in arrears in accordance with certain run-out provisions pursuant to the ESAs (“integration payments”). Integration payments were calculated based upon the advertising cash flow that the Company would have generated if it had exclusive access to sell advertising in the theaters with pre-existing advertising agreements. The ESAs with AMC and Cinemark additionally entitle NCM LLC to payments related to their on-screen advertising commitments under their beverage concessionaire agreements for Encumbered Theaters. The encumbered beverage payments are also accounted for as a reduction to the intangible asset related to the ESAs. Given that the Carmike Cinemas, Inc. (“Carmike”) theaters acquired by AMC are subject to an existing on-screen advertising agreement with an alternative provider, AMC made integration payments and encumbered beverage payments to NCM LLC prior to the 2025 AMC Agreement. Upon the effectiveness of the 2025 AMC Agreement, and assuming the opt out provision is not exercised, AMC is no longer required to make integration payments, and the $10.6 million in accrued integration payments owed by AMC was forgiven. The Company recorded the forgiveness of the receivable as an increase to the ESA Party intangible asset, during the quarter ended

June 26, 2025, in accordance with the lease modification guidance outlined in ASC 842—Leases. Prior to the effectiveness of the 2025 AMC Agreement, during the three and nine months ended September 25, 2025, the Company recorded a reduction to net intangible assets of $0.0 million and 0.6 million, respectively, and AMC and Cinemark paid a total of $0.2 million and $0.7 million, respectively, in integration and Encumbered Theater payments. No reduction to net intangible assets was recorded and no payments were received during the three and nine months ended October 1, 2026.

The estimated aggregate amortization expense for the remainder of fiscal 2026 is $14.4 million, $57.4 million for fiscal year 2027, $57.0 million for fiscal year 2028, $48.7 million for fiscal year 2029 and $32.6 million for fiscal year 2030.