READING INTERNATIONAL INC — Director's Dealing 2025

Apr 14, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: READING INTERNATIONAL INC (RDI)
CIK: 0000716634
Period of Report: 2025-04-11

Reporting Person: SMERLING ROBERT F (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-11	Class A Non-Voting Common Stock	M	11250	—	Acquired	73811	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-04-11	Restricted Stock Units	$	M	11250	Disposed		Class A Non-Voting Common Stock (11250)	Direct

Footnotes

F1: Each Restricted Stock Unit represents the contingent right to receive one share of Class A Non-Voting Common Stock upon vesting of the unit.

F2: As previously reported, a total of 60,000 restricted stock units were granted on April 11, 2023 pursuant to the Company's 2020 Stock Incentive Plan. Of that amount, (i) 45,000 restricted stock units vest in four equal annual installments commencing on April 11, 2024, April 11, 2025, April 11, 2026 and April 11, 2027; and (ii) 15,000 performance-based restricted stock units (PRSU) vest on the third anniversary of the Date of Grant, April 11, 2026; provided that (a) the reporting person has not undergone a termination of his service at the vesting date (or earlier accelerating event), and (b)(1) one-third of the performance criteria (PRSU Criteria) has been met and certified by the Compensation and Stock Option Committee (Committee) for the year ended December 31, 2023, such determination to be made before March 10, 2024;

F3: and (2) two-thirds of the PRSU Criteria shall be based upon performance for the two remaining calendar years (2024 and 2025) under objective performance criteria to be established by the Committee, and shall be subject to the certification by the Committee that such PRSU Criteria, or portion thereof (stated as a percentage), has been met. The Committee must certify on or before March 10, 2026 the percentage of the PRSU Criteria which has been met for the calendar years 2024 and 2025. On April 5, 2024, the Committee determined and certified that the reporting person met 89% of PRSU criteria for the year ended December 31, 2023.

F4: 11,250 restricted stock units are fully vested on April 11, 2025 and the underlying shares of Class A Common Stock in Reading International, Inc. will be delivered to the reporting person in accordance with their irrevocable deferral election.