Form 4: Cinemark EVP Cavalier Reports Equity Vesting, Trust Transfer

Cinemark Holdings' EVP-General Counsel Michael Cavalier reported the vesting of performance and restricted stock units, tax withholdings, and a transfer of shares to a revocable trust.

Summary

• Michael Cavalier, EVP-General Counsel of Cinemark Holdings, Inc. (CNK), reported multiple transactions related to his beneficial ownership of company common stock.
• On February 20, 2026, 107,876 performance stock units, granted in February 2023, vested at their maximum level, valued at $26.36 per share.
• Concurrently, 42,665 shares were withheld by the issuer for tax liabilities related to the vesting of these performance shares, at a price of $26.36 per share.
• Additional shares were withheld for tax liabilities on February 20, 2026, including 4,717 shares (from 11,989 restricted stock granted Feb 2023) and 3,761 shares (from 9,559 restricted stock granted Feb 2024), both at $26.36 per share.
• On February 20, 2026, 20,275 restricted shares were issued to Mr. Cavalier for future services, vesting ratably over a three-year period, with a value of $0 at issuance.
• On February 21, 2026, 2,445 shares were withheld for tax liabilities related to the vesting of 6,216 restricted stock granted on February 21, 2025, at a price of $26.49 per share.
• On February 21, 2026, Mr. Cavalier transferred 82,052 shares to the Cavalier Revocable Trust for no consideration.
• Following these transactions, Mr. Cavalier directly owns 42,273 shares and indirectly owns 330,681 shares through the Cavalier Revocable Trust, where he and his spouse are co-trustees and beneficiaries.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. It details routine executive compensation events, including equity vesting and tax withholdings, along with an expected estate planning transfer, none of which inherently signal positive or negative company performance.

Positives

• Vesting of 107,876 performance stock units at maximum, indicating strong performance or achievement of targets.
• Issuance of 20,275 restricted shares for future services, demonstrating ongoing commitment and incentive for the executive.

Negatives

• A total of 53,588 shares were withheld by the issuer across multiple transactions to cover tax liabilities upon the vesting of equity awards.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that Form 4 filings provide transparency into insider trading activities, which can sometimes signal management's confidence or concerns about the company's future. However, transactions related to equity award vesting and tax withholdings, as seen here, are often routine and less indicative of discretionary investment decisions compared to open market purchases or sales.

Related Party Transactions

• Transfer of 82,052 shares to the Cavalier Revocable Trust, where Michael Cavalier and his spouse are co-trustees and he and his immediate family are sole beneficiaries. This is considered a related party transaction for beneficial ownership purposes.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and beneficial ownership, but the routine nature of these transactions is unlikely to have a significant direct impact on shareholder value.
• Employees: The vesting of equity awards and issuance of new restricted shares are part of executive compensation, which can influence employee morale and retention at the leadership level.

Key Dates

Keywords

Cinemark Holdings, CNK, Michael Cavalier, SEC Form 4, Insider Transaction, Beneficial Ownership, Performance Stock Units, Restricted Stock, Equity Compensation, Tax Withholding, Revocable Trust