UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN THE PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Exchange Act of 1934 (Amendment No.)

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Cinemark Holdings, Inc.

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Dear Fellow Stockholders:

The many actions we have taken to enhance the experiences we create for our guests, build our audiences, activate new sources of revenue generation, and elevate our operating sophistication once again drove solid, outperforming results in 2025. On a film slate that was softer than anticipated, we attained numerous record-high achievements across box office performance, premium formats, consumer loyalty engagement, and concession sales. We also further strengthened our financial position, extended our competitive advantages, and continued advancing our varied strategic initiatives to promote Cinemark’s ongoing success.

During the year, we entertained 193 million guests and once again delivered year-over-year box office results that exceeded industry performance, which was boosted by our continued market share gains. We generated a post-pandemic record $3.1 billion of revenue and delivered $578 million of Adjusted EBITDA with an 18.6% Adjusted EBITDA margin.

2025 was a pivotal year for Cinemark as we fully retired our remaining pandemic‑related debt while at the same time strategically investing $219 million of capital expenditures in theater preservation and enhancement projects to sustain a high-quality circuit. Furthermore, our strong cash position and free cash flow generation enabled us to return $315 million to shareholders through dividends and share repurchases.

Our results are the byproduct of extraordinary perseverance, ingenuity, and execution by our sensational Cinemark team, strategic guidance and oversight of our highly experienced Board of Directors, and the benefits we are deriving from years of disciplined investments and operating advancements. Looking ahead, we believe Cinemark is set up for success and uniquely positioned within our industry as we continue to operate within a dynamic and evolving media and entertainment landscape. We look forward to a compelling film slate in 2026, as well as a multitude of opportunities that are fully within our control to create incremental value for our customers, partners, and shareholders.

Thank you for continued support and we invite you to join us at our 2026 Annual Meeting of Stockholders at 3800 Dallas Parkway, Plano, Texas 75093 on May 14, 2026.

YOUR VOTE IS VERY IMPORTANT TO US.

Whether or not you plan to attend the Annual Meeting, I urge you to please cast your vote as soon as possible via the internet, telephone or mail.

* Cinemark has presented supplemental non-GAAP financial measures as part of this Proxy Statement. Definitions of each non-GAAP measure and a reconciliation of each non-GAAP financial measure with the most comparable GAAP measure are set forth in Annex A. The non-GAAP financial measures presented in this Proxy Statement should not be considered as alternative measures for the most directly-comparable GAAP financial measures. The non-GAAP financial measures presented in this Proxy Statement are used by management to monitor the financial performance of the business, inform business decision-making and forecast future results.

Notice of Annual Meeting

of Stockholders

Voting Matters

ATTEND THE ANNUAL MEETING

You may attend the Annual Meeting in person or vote your shares electronically at the website listed below using the control number included in your Notice of Internet Availability of Proxy Materials ("Notice") on your proxy card or on any additional voting instructions accompanying these proxy materials.

This Notice will first be sent to stockholders, and this proxy statement and the form of proxy relating to our 2026 Annual Meeting will first be made available to stockholders, on or about April 1, 2026. In accordance with SEC rules, the website www.proxypush.com/cnk provides complete anonymity with respect to stockholders accessing the website.

LOGISTICS

Table of Contents

2025 PERFORMANCE Highlights

Cinemark delivered another strong year in 2025, reflecting our team’s consistent ability to deliver valued and compelling entertainment for our guests and execute within a fluid and evolving operating environment. Our performance underscores the significant agility, customer loyalty, and competitive strengths we have developed over time.

Guided by our mission to create unmatched, larger‑than‑life experiences that cannot be replicated at home or anywhere else, we have continued to actively invest in our theaters, technologies, food and beverage offerings, guest service practices, and operating capabilities. At the same time, we have remained focused on diversifying revenue streams, increasing productivity, optimizing our circuit, and maintaining financial discipline. Together, these actions have provided Cinemark many distinctive advantages and positioned us well for ongoing market leadership and long-term value creation.

During 2025, our top priorities, investments, and associated accomplishments included:

Capitalize on Content Resurgence

Position Company for Growth

Maintain Operating Discipline

pROXY SUMMARY: 2026 Proposals

This summary highlights information contained elsewhere in this proxy statement. You should read the entire proxy statement and our Annual Report on Form 10-K before voting.

We structure our executive compensation program to attract, motivate, reward and retain high caliber talent who will lead the Company to deliver sustainable profitability and increase our competitive advantage by building a solid foundation for long-term growth while consistently achieving strong near-term results. To appropriately incentivize our key executives to deliver our mission and vision, the Compensation Committee designed an executive compensation program that strongly aligns with the interests of stockholders in creating long-term value by directly linking executive compensation to Company and individual performance.

The mix of pay elements motivates our executives to guide and evolve the Company by offering short-term and long-term incentive awards that are both time and performance-based, each of which aligns the interests of our executives with our stockholders and encourages focus on long-term growth. As illustrated above, a considerable portion of our named executive officers' compensation is “pay-at-risk” with 60% of the target long-term equity incentive in the form of Performance Share Awards.

The Audit Committee evaluates the independence of Deloitte & Touche LLP and its fees annually. The Board believes the continued retention of Deloitte & Touche LLP is in the best interests of the Company and its stockholders.

CORPORATE GOVERNANCE

Item 1: Election of Class I Directors

Our Board is comprised of 11 members, the majority of whom are independent. Board size is determined exclusively by the Board as provided in our Certificate of Incorporation. Our Board consists of three classes of directors, designated as Class I, Class II and Class III. The members of each class are elected to serve a three-year term, with the term of each class ending in successive years.

The term of the current Class I directors, Mses. Loewe and Vaca and Messrs. Rosenberg and Senior expire at the Annual Meeting. All nominees have been recommended by the Nominating and Corporate Governance Committee (“Governance Committee”) and nominated by the Board for re-election at the Annual Meeting.

Mses. Loewe and Vaca and Messrs. Rosenberg and Senior have consented to be nominated for re-election to the Board as a Class I director. If elected, they will serve on the Board for a three-year term expiring on the date of our 2029 annual meeting of stockholders. At this time, we have no reason to believe that any nominee will be unable or unwilling to serve if elected. However, should any of them become unable or unwilling to serve before the Annual Meeting, your proxy card authorizes us to vote for a replacement nominee if the Board names one.

BOARD COMPOSITION

Director Skills and Qualifications

The nominees and continuing members of the Board bring extensive expertise and a deep understanding of both our industry and the Company. This knowledge enables them to provide the strategic guidance and stability necessary to drive sustainable growth and achieve long-term objectives. The Board’s mix of experience and tenure fosters diverse perspectives and balanced governance, strengthening the Company’s ability to adapt and thrive in a dynamic environment. Recent examples of this leadership include successfully navigating the unprecedented challenges of the COVID-19 pandemic, the 2023 Hollywood labor strikes, ongoing industry transformation and evolving consumer behaviors.

Our nominees and directors also possess broad-based business knowledge, outstanding achievement in their professional careers, a commitment to ethical values, and executive leadership experience. They meet the Company’s articulated director qualifications, including independence, accountability, integrity, sound judgment, and diversity of background. In addition, our nominees and directors have demonstrated experience and expertise across a number of substantive areas relevant to the Company and our industry, such as theater and retail operations; e-commerce; strategic planning; real estate; risk management; legal, compliance and regulatory matters; mergers and acquisitions; and financial strategy. Our Board also reflects a diversity in background, gender, race and age. The following summarizes certain aspects of the Board’s current composition:

The following matrix provides information regarding the members of our Board, including certain types of skills, experience and attributes that our Board believes are relevant to our business. The matrix does not encompass all of the skills or experience of our directors.

DIRECTOR QUALIFICATIONS AND EXPERIENCE

class I director nominees

STANDING FOR ELECTION

class Ii directors

Term Expiring 2027

class iii directorS

Term Expiring 2028

Board succession planning

Succession planning is a continuous, disciplined process overseen by the Governance Committee to ensure both stability and thoughtful refreshment. On a quarterly basis, the Committee evaluates the Board’s size, composition, and collective expertise against the Company’s evolving strategy and operating environment. This proactive approach allows us to anticipate future needs while preserving the institutional knowledge vital to our oversight.

We believe that integrating active succession planning with leadership continuity provides the insight and judgment necessary to navigate a dynamic business landscape. Our recent track record reflects this commitment: over the past four years, we have strategically added two new directors. These appointments demonstrate our focus on maintaining a balanced mix of tenure and perspectives, ensuring the Board remains equipped to support Cinemark’s strategic priorities without unnecessary disruption.

Identifying and Evaluating Director Nominees

The Governance Committee is responsible for robust oversight of our Board recruitment process. We evaluate a diverse slate of candidates recommended by our directors, management, and stockholders (refer to the Deadline for Stockholder Proposals on page 59 for 2027 Annual Meeting guidelines). To ensure we identify leaders with specialized industry or technical expertise, the Committee also periodically engages independent third-party search firms.

Our evaluation process is rigorous: prospective nominees undergo thorough vetting and interviews with Governance Committee or other Board members. We prioritize candidates who demonstrate exceptional leadership, sound judgment, and unwavering character. Most importantly, we seek a mix of skills and independence that directly supports Cinemark’s strategic evolution and long-term value creation. Upon completing this review, the Governance Committee recommends selected nominees to the full Board for formal approval and inclusion in the annual proxy.

Annual Board AND COMMITTEE Assessment

The Governance Committee oversees a comprehensive annual performance evaluation of the Board and each of its standing committees. The Chair of the Governance Committee reviews the evaluation format and process to ensure we address the most relevant strategic and operational topics.

To facilitate a robust and candid process, we utilize an anonymous questionnaire coordinated through an independent third party. This evaluation elicits critical data used to improve Board effectiveness and assess our optimal size and composition. Key assessment areas include:

The process encourages qualitative feedback, with many sections requiring narrative responses and candid commentary. Following data collection, the results are discussed in detail during Board and committee meetings to drive continuous improvement.

Director Development and Engagement

Board structure

Independent Non-Executive Chairman

Carlos Sepulveda has served as the non-executive Chairman of the Board (“Chairman”) since May 2022. The Chairman has the authority to preside at all Board meetings, including executive sessions of the non-management directors, and has the authority to call meetings of the directors. The Chairman serves as principal liaison between the non-management directors and Company management. In consultation with the CEO, the Chairman approves meeting schedules, agendas and the information provided to the Board. If requested by stockholders, and as appropriate, the Chairman is also available for consultation and direct communication as the Board’s liaison.

Separation of Chairman and CEO Roles

Although the Board does not have a formal policy on separation of the roles of the CEO and Chairman, we have kept these positions separate since 2007. Separating the Chairman and CEO roles allows us to develop and implement corporate strategy that is consistent with the Board’s oversight role, while facilitating strong day-to-day executive leadership.

The Board believes that its leadership structure is appropriate for Cinemark. The independence of the Board’s standing committees and the regular use of executive sessions of the non-management directors allows the Board to maintain independent oversight of risks to our business, our long-term strategies, annual operating plan, and other corporate activities.

Board Independence

Eight of the eleven members of our Board are independent. Our Board determines the independence of directors by applying the New York Stock Exchange ("NYSE") listing standards’ independence test, which evaluates whether the director:

The Board, in coordination with our Governance Committee and the Company’s general counsel, evaluated the NYSE bright-line tests and considered the transactions between the Company and certain Board members, reported under the heading Certain Relationships and Related Party Transactions on page 55, and other relevant factors to determine the independence of the Board members. On the basis of this review, the Board affirmatively determined, in its business judgment, that in 2025 and currently, (a) the majority of the Board is independent, (b) each of Mses. Antonellis, Loewe and Vaca and Messrs. Chereskin, Rosenberg, Senior, Sepulveda, and Zoradi are independent, (c) Mr. Syufy is not independent due to his transactions with the Company exceeding $120,000 annually, (d) Mr. Mitchell is not independent due to his

relationship with our founder and former Chairman, Lee Roy Mitchell, (e) Mr. Gamble is not independent because he is a current employee of the Company, (f) each of Mses. Antonellis and Loewe and Messrs. Rosenberg, Zoradi and Sepulveda met all applicable requirements for membership in the Audit Committee, (g) Ms. Loewe and Mr. Sepulveda qualified as “audit committee financial experts” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC and satisfy the NYSE’s financial experience requirements, and (h) each of Mses. Vaca and Antonellis and Messrs. Chereskin and Sepulveda met all applicable requirements for membership in the Compensation Committee.

Board Committees

The Board has four standing committees: Audit Committee, Compensation Committee, Governance Committee and Strategic Planning Committee. Three of the four committees (Audit, Compensation, and Strategic Planning) are chaired by female directors. From time to time and for specific purposes, the Board may establish additional committees.

Each member of our Audit Committee, Compensation Committee and Governance Committee meets the requirements for independence under the listing standards of the NYSE, regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) and the Company’s Corporate Governance Guidelines, as applicable. The charters for these committees are available on our Investor Relations website (https://ir.cinemark.com) under the "Governance" tab.

Audit Committee

2025 Meetings: 4

2025 Consents: 1

Each member of the Audit Committee satisfies the standards for independence of the NYSE and SEC as they relate to audit committees.

Members: Nancy Loewe (Chair), Darcy Antonellis, Steven Rosenberg, Carlos Sepulveda, Mark Zoradi

Roles and Responsibilities:

Ms. Loewe serves as the Chair of the Audit Committee. Both Mr. Sepulveda, the past Chair, and Ms. Loewe qualify as “audit committee financial experts” within the meaning of Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. See Ms. Loewe’s and Mr. Sepulveda’s biographies on page 10 and page 15, respectively, for further information regarding their qualifications to be an “audit committee financial expert.”

Primary Committee Functions:

The Audit Committee meets on a quarterly basis with management and Deloitte & Touche to discuss, among other items, the Company’s financial statements to be filed with the SEC, any change in significant accounting policies and its impact on the Company’s financial statements and the earnings press release related to the quarter and the year (as applicable). The Audit Committee also meets, on a periodic basis, with Deloitte & Touche in executive sessions without members of management present.

The Audit Committee also oversees and monitors the enterprise level risks related to ethics and compliance with the Company’s code of business conduct. Management provides the Audit Committee, at each quarterly meeting, a report of the top claims (as determined by management) submitted through the anonymous whistleblower hotline. In addition,

management provides an annual summary of claims, for both domestic and international operations, with a comparison to previous years.

The Board has also delegated the approval of related party transactions to the Audit Committee. The Company’s written policy regarding approval of related party transactions provides that management must present to the Audit Committee all potential related party transactions including the nature of the transaction and material terms regardless of the dollar value of the transaction. The Audit Committee approves such related party transaction if it determines that the transaction is fair and in the best interest of the Company. See Certain Relationships and Related Party Transactions on page 55 for further details on related party transactions.

Oversight of Cybersecurity and Information Technology

The Board has delegated oversight of risks related to cybersecurity and information technology to the Audit Committee. The Audit Committee oversees the Company’s management of information security risks to help ensure that appropriate governance structures, processes, and resources are in place to support and maintain the Company’s information security readiness.

Cybersecurity risk management is embedded within the Company’s broader enterprise risk management framework. Management meets at least monthly to identify, assess, and monitor information security risks, evaluate the evolving threat landscape, and review mitigation and remediation strategies. As part of this ongoing process, management assesses the effectiveness of the Company’s information security controls and response capabilities and allocates resources accordingly.

At least twice annually, and more frequently as appropriate, management provides the Audit Committee with updates regarding potentially significant information security risks, current and emerging cybersecurity threats, and the mitigation and remediation actions implemented by the Company. These updates include briefings on the results of incident response tabletop exercises, lessons learned from simulations and preparedness activities, and enhancements to the Company’s incident response and recovery capabilities.

In addition, management updates the Audit Committee on emerging technologies, trends, and risks, including developments related to artificial intelligence, and their potential impact on the Company’s information security posture. Through these regular engagements, the Audit Committee maintains oversight of the Company’s approach to managing cybersecurity risks and supporting the confidentiality, integrity, and availability of the Company’s information systems and data.

Governance Committee

2025 Meetings: 3

2025 Consents: 0

Each of the Governance Committee members satisfies the standards for independence of the NYSE.

Members: Steven Rosenberg (Chair), Nancy Loewe, Nina Vaca

Roles and Responsibilities:

Compensation Committee

2025 Meetings: 4

2025 Consents: 1

Each member of the Compensation Committee satisfies the standards for independence of the NYSE as they relate to compensation committees and qualify as “non-employee directors” within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act.

Members: Nina Vaca (Chair), Benjamin Chereskin, Carlos Sepulveda, Darcy Antonellis

Roles and Responsibilities:

Strategic Planning Committee

2025 Meetings: 2

2025 Consents: 0

The Strategic Planning Committee is governed by the Strategic Planning Committee Charter setting forth the purpose and responsibilities of this committee. In addition to the two formal meetings noted above, a subcommittee of the Strategic Planning Committee met three times throughout 2025 regarding capital allocation and financing strategies to make recommendations to the full Board.

Members: Darcy Antonellis (Chair), Benjamin Chereskin, Kevin Mitchell, Enrique Senior, Carlos Sepulveda, Raymond Syufy, Mark Zoradi

Roles and Responsibilities:

In 2026, the Board evolved the Strategic Planning Committee into the Technology Committee to provide consultation, oversight, and support to management with respect to the Company’s increasing focus on technology innovation and related investments, while the full Board retains responsibility for strategic oversight and approval. The Technology Committee will review the Company’s technology roadmap, planned investments, and technology‑related initiatives, including developments in artificial intelligence, data analytics, automation, and other emerging technologies and will assess technology‑based risks and opportunities aligned with the Company’s strategic plan. The Committee receives periodic comprehensive technology briefings from management to support informed Board oversight and to advise on new technology‑enabled initiatives to ensure that they are aligned with the Company's risk-based governance structure and to ensure that the initiatives are designed and used fairly, ethically and safely.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Mses. Vaca and Antonellis and Messrs. Chereskin and Sepulveda. Mses. Vaca and Antonellis and Messrs. Chereskin and Sepulveda have never been an officer or employee of the Company or any of its subsidiaries. None of our executive officers serve or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Meetings and Attendance

During 2025, the Board met seven times and acted by unanimous consent six times. Each director attended either in-person or via teleconference or video application at least 75% of the aggregate of all Board and applicable committee meetings during 2025.

Our non-management directors meet at least twice a year in executive sessions with no Company personnel present. A separate executive session of only independent directors is held at least once a year. Carlos Sepulveda presides over the executive sessions. During 2025, our non-management directors met four times and our independent directors met one time in executive sessions.

The Board strongly encourages its continuing members to attend the Annual Meeting of Stockholders. All but five of the then-current members of the Board were in attendance at the 2025 Annual Meeting of Stockholders, which was held in-person.

Key Areas of Board Oversight

Strategic

Governance, strategic planning, and effective oversight remain central to our Company’s ability to deliver sustainable value. The Board closely monitors the external and industry dynamics that influence our operating environment, including the ongoing health of the theatrical exhibition sector. Industry performance is shaped by factors such as the strength and consistency of the overall content pipeline, the availability of wide-release films with broad consumer appeal, sustained studio investment in high-quality content, and effective marketing campaigns that build awareness and encourage theatrical attendance. The duration of the exclusive theatrical release window, along with evolving consumer preferences, also play an important role in shaping box office outcomes.

Our experienced and industry-savvy Board provides active oversight of these strategic considerations. The Board regularly reviews key operational and environmental considerations, advises management on long-term planning, and evaluates initiatives designed to strengthen competitiveness and enhance the theatrical experience.

In addition, the Board remains closely engaged with senior management to ensure the Company is well-positioned to navigate external developments, advance technology and data-driven capabilities, meet evolving guest expectations, and maintain disciplined financial stewardship.

Risk

The Board has responsibility for overseeing the risk management framework. While the full Board actively monitors the Company’s most significant risks, certain categories of risk are delegated to the appropriate Board committees for more detailed review, with each committee reporting its assessments and recommendations back to the full Board.

The Board’s ongoing risk oversight encompasses a broad range of areas that are critical to the Company’s business and long‑term strategy. These include risks related to competitive dynamics, economic conditions, operations, financial matters (including accounting, credit, liquidity, and tax considerations), cybersecurity and information security, generative AI and other developing technologies, legal and regulatory compliance, compensation practices, and reputation management. Committees of the Board provide focused oversight in their respective areas of expertise, ensuring comprehensive monitoring across the full range of enterprise‑level risks.

Additionally, the Board may establish ad hoc specialized committees when unique or emerging risk areas warrant targeted oversight.

Management is charged with identifying material risks in a timely manner, implementing strategies that are responsive to the Company's risk profile and specific material risk exposure, evaluating and managing risk with respect to business decision-making and promptly communicating relevant risk-related information to the Board or appropriate committee to enable them to conduct appropriate risk management oversight.

Succession Planning and Talent Development

Cinemark is recognized as a USA Today Top Workplace and is named among Forbes' World's Best Employers and Forbes' World's Top Female-Friendly Companies. Succession planning and talent development are important at all levels in our Company. The Governance Committee and the Compensation Committee jointly oversee management’s succession plan for key positions at the senior officer level, and most importantly for the Chief Executive Officer position. At least annually, these Committees review and advise management on succession plans for senior management and the Chief Executive Officer, including both long-term and emergency succession planning. In addition, the Chief Executive Officer provides the Committees an assessment of the Company’s senior leaders and their potential to succeed at key senior management positions. Senior executives interact with our Board through formal presentations and during informal events. More broadly, the Board is updated on key initiatives for the overall workforce, including development and engagement programs.

Sustainability

Our sustainability efforts are managed by a cross-functional team that shapes and drives our sustainability strategy, monitors compliance with various sustainability reporting requirements and manages the Company’s sustainability initiatives. Management presents sustainability topics to the Governance Committee and our Board throughout the year. The Governance Committee serves as the primary committee assisting the Board in oversight of the Company’s sustainability efforts. See Cinemark's 2024 Sustainability Report published in the Spring of 2025 and available on our investor relations website at https://ir.cinemark.com under the “Governance” tab for information on our sustainability initiatives.

In 2022, our Board established a framework to formally monitor and review environmental, social and governance matters. In 2023, we published our first sustainability report with an analysis of environment, social and governance topics aligned to the Sustainability Accounting Standards Board (SASB). In 2025, we published an updated report, which added select disclosures to align with the Task Force on Climate-Related Financial Disclosures (TCFD) framework in addition to SASB. We plan to publish an updated sustainability report every two years. We routinely engage with our stakeholders to better understand their views on sustainability matters, carefully considering the feedback we receive and acting when appropriate

Shareholder Engagement

We place immense value on shareholder engagement. We believe that maintaining an open and transparent dialogue with our shareholders is essential to our success. By actively listening and addressing concerns and suggestions of our shareholders, we are able to make informed decisions that align with their interests and enhance long-term value. Our

commitment to shareholder engagement is reflected in our consistent outreach to our top institutional shareholders over the past five years. As a result of ongoing engagement with our institutional investors, we had a strong Say-On-Pay (99% in favor) vote at our 2025 Annual Meeting.

This year, we reached out to 79% of our institutional stockholder base. In addition, we offered meetings to representatives of Glass Lewis and Institutional Shareholder Services. During 2025, we met with all that accepted our request, totaling 48% of the total shares outstanding held by institutional stockholders. Key issues discussed included capital allocation, executive compensation, succession planning, and a variety of corporate governance topics.

Responsiveness to Shareholder Feedback

After considering feedback from our stockholder discussions, we have:

Corporate Governance Policies and Charters

The following documents make up our corporate governance framework:

Current copies of the above documents are available publicly on our website at https://ir.cinemark.com under the “Governance” tab.

Code of Business Conduct and Ethics

The Company’s Code of Business Conduct (the "Code") applies to our board of directors and employees. The Code sets forth our policies on critical business and ethical issues such as insider trading, anti-corruption, antitrust, protection of our assets, and other legal and ethical obligations. We will post on our website any amendment to, or a waiver from, a provision of the Code for directors and executive officers that have been approved by our Board or any Board committee. In 2025, there were no waivers from any provision of the Code for any director or executive officer. We refreshed the Code in 2025 to make it more accessible and to add provisions to address emerging areas of responsibility, such as use of artificial intelligence and data ethics. The Code is available on our website at https://ir.cinemark.com under the “Governance” tab.

Insider Trading Policies and Procedures

The Company has adopted insider trading policies and procedures that govern the purchase, sale and disposition of our securities by directors, officers and employees. These policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, including those promulgated by the SEC and the NYSE. The policies were included as exhibits to the Company's 2025 annual report on Form 10-K.

Stockholder Communications with the Board

As stated in our Corporate Governance Guidelines, any Company stockholder or other interested party who wishes to communicate with the non-management directors may direct such communications by writing to the:

Company Secretary

Cinemark Holdings, Inc.

3900 Dallas Parkway

Plano, TX 75093

The communication must be clearly addressed to the Board or to a specific director. If a response is desired, the individual should also provide contact information such as name, address and telephone number. All such communications will be

reviewed initially by the Company Secretary, who will forward to the appropriate director(s) all correspondence, except for items of the following nature:

The Company Secretary will prepare a periodic summary report of all such communications for the Board. Correspondence not forwarded to the Board will be retained by the Company and will be made available to any director upon request.

DIRECTOR COMPENSATION

2025 Director Compensation Table

In accordance with the Compensation Committee Charter, the Compensation Committee, in consultation with the Governance Committee, sets the compensation of our Board members. Pearl Meyer, the Compensation Committee’s independent compensation consultant, periodically reviews and provides the Compensation Committee with a comparison between the Company’s director compensation practices and those of other similarly situated companies. The Board makes changes to its director compensation practices only upon the recommendation of the Compensation Committee and following discussion and unanimous concurrence by the full Board.

The compensation of our non-employee directors is subject to our Third Amended and Restated Non-Employee Director Compensation Policy (“Director Compensation Policy”). Under the Director Compensation Policy, a non-employee director is one who is not (i) an employee of the Company or any of our subsidiaries or (ii) an employee of any of the Company’s stockholders which has contractual rights to nominate directors. Therefore, Mr. Gamble did not receive any compensation for his services on the Board or any of its committees for 2025.

The compensation of the directors during 2025 pursuant to our Non-Employee Director Compensation Policy is as follows:

Annual cash retainers are paid in four equal quarterly installments at the end of each quarter for services rendered during the quarter. All directors are reimbursed for travel related expenses incurred for each Board meeting they attend.

In addition to the annual cash retainers, each non-employee director receives an annual grant of restricted stock valued at $135,000. The number of shares of restricted stock granted is determined by dividing $135,000 by the closing price of Common Stock on the grant date, rounded down to the nearest whole share. The grant date is typically on or around June 15. The annual stock awards vest on the first anniversary of the grant date subject to continued service to the Company through the vest date. The directors are also subject to our stock ownership guidelines and are required to retain common stock ownership five times the value of their base retainer. Our 2024 Long-Term Incentive Plan (the “2024 Plan”) imposes a $1,000,000 limit on the compensation that can be awarded to a non-employee director in any given fiscal year, including the sum of (i) cash compensation and (ii) the grant date fair value of equity compensation under the 2024 Plan.

EXECUTIVE COMPENSATION

Item 2: Advisory Vote to Approve Compensation of Named Executive Officers

As required by Section 14A of the Exchange Act, we provide our stockholders with the opportunity to vote to approve, on a non-binding and advisory basis, the compensation of our named executive officers. Because the vote on this compensation program is advisory in nature, it will not affect any compensation already awarded to any named executive officer and will not be binding on or overrule any decisions made by the Compensation Committee or the Board. The vote on this resolution is not intended to address any specific element of compensation. Rather, this vote relates to the compensation of our named executive officers as a whole, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

Our compensation program, overseen by the Compensation Committee, is designed to attract and retain a talented team of executives who can deliver on our commitment to build long-term stockholder value. The Compensation Committee believes our program is competitive in the marketplace, links pay to performance and is aligned with the prevailing best practices on corporate governance as evidenced by our strong 2025 Say-On-Pay (99% in favor) vote.

The Compensation Committee and the Board consider the results of this advisory vote when formulating future executive compensation policy. The results of this vote serve as an additional tool to guide the Compensation Committee and the Board in continuing to align the Company’s executive compensation program with the interests of the Company and its stockholders. The results of this vote also guide the Compensation Committee and the Board to ensure that our executive compensation program is consistent with our commitment to high standards of corporate governance.

We ask our stockholders to vote on the following resolution at the 2026 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosure.”

Compensation Discussion and Analysis

Our Compensation Philosophy

Our executive compensation program is structured to attract, motivate, reward, and retain high caliber talent who will lead the Company to expand its competitive advantage and deliver sustained profitability. This includes building a solid foundation for long-term growth while consistently achieving strong near-term results. The Compensation Committee takes a holistic view of pay and performance and ensures that there is appropriate alignment with Company performance, overall business strategy and culture. We hire high-caliber individuals who can define a strategy to execute our long-term vision while continuing to deliver our mission of making the movie-going experience memorable by providing world class facilities and services and by engaging with our customers. To ensure that our key executives are incentivized appropriately to

deliver our mission and vision, the Compensation Committee has designed an executive compensation program that strongly aligns with the interests of stockholders in creating sustainable long-term stockholder value by directly linking pay to Company and individual performance. Each of the measures in our performance-based plan is designed to align with and support our business strategy – create an extraordinary guest experience, deepen customer loyalty, and pursue growth opportunities.

Named Executive Officers

The following Compensation Discussion and Analysis (“CD&A”) describes the material elements of our executive compensation program, as well as perspective and context for decisions made regarding the compensation of our CEO, CFO and our three other most highly compensated executive officers (“NEOs”) for the year ended December 31, 2025. These executive officers are:

Sean Gamble has served as our President and Chief Executive Officer since January 1, 2022. Prior to being Cinemark’s President and CEO, Mr. Gamble served as our COO and CFO beginning in January 2018 and as our Executive Vice President and CFO since August 2014. Mr. Gamble worked for the Comcast Corporation as Executive Vice President and CFO of Universal Pictures within NBCUniversal, one of the world’s leading media and entertainment companies, from February 2009 until April 2014. He joined Comcast after 15 years at the General Electric Company where he held multiple senior leadership positions, including CFO of GE Oil & Gas Equipment based in Florence, Italy, from May 2007 until January 2009.

Melissa Thomas has served as our Executive Vice President-Chief Financial Officer since November 2021. Prior to joining Cinemark, from February 2020 to October 2021, Ms. Thomas served as Groupon Inc.’s Chief Financial Officer and served as Groupon’s Interim Chief Financial Officer from August 2019 to her appointment as Chief Financial Officer, its Chief Accounting Officer and Treasurer from November 2018 until her appointment as Interim Chief Financial Officer and its Vice President of Commercial Finance from May 2017 until her appointment to Chief Accounting Officer and Treasurer. Prior to joining Groupon, Ms. Thomas served in a variety of finance and accounting leadership roles at Surgical Care Affiliates and Orbitz Worldwide. Prior to her employment at Orbitz, Ms. Thomas held accounting positions at Equity Office Properties and began her career at PricewaterhouseCoopers.

Michael Cavalier has served as our Executive Vice President-General Counsel and Business Affairs since July 2021, our Executive Vice President-General Counsel and Secretary since February 2014, our Senior Vice President-General Counsel and Secretary since January 2006, our General Counsel since 1997 and our Associate General Counsel from 1993 to 1997. He has been with Cinemark for more than 30 years.

Valmir Fernandes has served as our President of Cinemark International, L.L.C. since March 2007 and the General Manager of Cinemark Brasil, S.A from 1996 to March 2007. He has been with Cinemark for 29 years.

Wanda Gierhart has served as our Chief Marketing and Content Officer since July 2021 and as our Executive Vice President – Chief Marketing Officer from January 2018 to July 2021. Prior to joining Cinemark, Ms. Gierhart served as Chief Marketing Officer of Neiman Marcus Group, an omnichannel luxury retailer. Ms. Gierhart also served as President and CEO of TravelSmith, a travel clothing and accessory retailer. She also has extensive marketing and merchandising experience with varying roles and responsibilities across major retail brands.

Compensation Practices

We strive to align our executive compensation program with the interests of the Company and our stockholders. The Compensation Committee monitors executive compensation best practices to incorporate into our compensation program. Highlighted below are certain pay practices that we utilize, and those that we avoid, to maintain discipline in our executive compensation program.

Pay Practices We Utilize

Pay Practices We Avoid

In addition to maintaining discipline in our executive compensation program, these pay practices create an overall compensation program designed to motivate, reward and retain our team, including NEOs, for their performance on a short-term and long-term basis. Further, these pay practices help to ensure that excessive or unnecessary risk taking is discouraged and support a level of risk taking that is not reasonably likely to have a material adverse effect on the Company.

Roles and Responsibilities

2025 Say-On-Pay Result

At the 2025 Annual Meeting, approximately 99% of the stockholder votes cast on say-on-pay were voted in favor of the proposal. The Compensation Committee believes that this substantial majority of votes in favor affirms stockholders’ support for our approach to executive compensation. Every year we endeavor to have discussions with a significant number of our institutional investors in order to better understand their views on our compensation practices. The Compensation Committee carefully considers this feedback in designing the key components of our executive compensation program.

Principal Elements of Executive Compensation

The pay elements that we utilize are designed to attract and retain top talent, pay for performance and strike a balance between performance and risk taking. We achieve these goals by offering both short-term and long-term incentive awards, which include a mix of both time-based and performance-based vesting requirements, each of which aligns the interests of our executives with our stockholders and encourages focus on both short and long-term success.

Approximately 60% of the compensation payable to our named executive officers is performance based. The following chart illustrates how base salary, short-term incentive awards, restricted stock and performance stock units ("PSUs") are allocated.

Base Salary: Base salary provides reasonable yet market-competitive fixed pay reflective of an executive’s role, responsibilities and individual performance.

Short-Term Incentive Program: Payout under the STIP is based on achievement of one-year Adjusted EBITDA goals that are aligned with our annual operating budget.

Restricted Stock Award: Restricted stock awards that vest ratably over a three-year period and incentivize retention.

Performance Stock Unit Award: The performance goals are equally weighted and based on the achievement of three-year cumulative Adjusted EBITDA goals and three-year cumulative cash flow goals. PSUs are not earned unless a threshold level is achieved. PSUs cliff vest on the third anniversary of the grant date. PSUs account for 60% of our annual long-term incentive grant to our NEOs.

Base Salary

The Compensation Committee sets base salaries for named executive officers after examining market data provided by Pearl Meyer (our independent executive compensation advisor) and comparing against peers to align salaries with market conditions, also taking into account the scope and nature of the individual’s job responsibilities, performance, experience and other objective factors deemed relevant by the Compensation Committee. The Compensation Committee considers salary adjustments at its regularly scheduled February meeting with those adjustments becoming effective in March each year for all NEOs except for CEO salary adjustments that become effective on January 1 of each year.

The base salary for each named executive officer for 2025, as well as the percent change over 2024, is illustrated in the chart below:

Short-Term Performance-Based Incentive Awards

Introduction

Our short-term incentive program (“STIP”) is an annual cash-based performance incentive award program, typically based on metrics established in our annual operating budget and which requires the achievement of a threshold level of financial performance for any payout. The participants in our STIP are rewarded for achieving short-term financial and operational goals based upon individual targets expressed as a percentage of base salaries. For the named executive officers, the target STIP opportunities are set by the Compensation Committee taking into account a variety of factors, including peer group data, CEO’s recommendation (except for his own) and the individuals current and anticipated contribution to the strategic goals of the Company. Each participant in our STIP is entitled to receive a ratable portion of his/her target payment based upon the Company’s level of achievement, within the range of threshold and maximum percentages, of the target metric set by the Compensation Committee.

As part of the year-end performance review process, the manager for each participant in the STIP (other than the CEO) evaluates such individual’s performance against his/her annual business objectives and goals. Based upon this review, a participant's STIP payout may be adjusted through the application of a discretionary modifier, providing for an increase of up to 15% or a decrease of up to 50% (“ABO Modifier”).

Each STIP payout is calculated by applying the following formula:

STIP payments are paid for the most recently completed fiscal year (assuming performance levels have been met) as soon as administratively practical after the amounts are determined and certified by the Compensation Committee during the first quarter after the performance year.

2025 STIP Award Opportunities

2025 STIP Performance Goals and Results

The Compensation Committee sets performance goals for the STIP in February of each year and has historically established threshold, target, and maximum payout goals based on Adjusted EBITDA, which is regarded as a key performance metric in our industry and a core valuation metric for our shareholders. For 2025, the Compensation Committee used worldwide, domestic, and international Adjusted EBITDA to establish the STIP targets, which was based on the annual operating budget approved by our Board of Directors.

The cash bonus achievement under the STIP is determined using the Company’s reported Adjusted EBITDA with certain add-backs and adjustments for cash bonus accruals, certain severance payments, if any, dividends from non-consolidated subsidiaries, non-cash revenues from National CineMedia, LLC, unusual expenses such as those related to accounting changes, a +/-5% collar for foreign exchange fluctuation, the industry box office adjustment discussed below and other adjustments the Compensation Committee deems appropriate, including, but not limited to, factors such as extraordinary, unusual and non-recurring events that were not included in the approved annual operating budget (the “STIP Adjusted EBITDA”). Our performance is highly dependent upon the timing, popularity and quantity of films released by the distributors, which requires a significant number of assumptions and projections in setting the budgeted Adjusted EBITDA target. In recognition of the uncertainty around setting such assumptions, the Compensation Committee determined that the STIP Adjusted EBITDA target may be adjusted, upward or downward, at the end of each performance year, to eliminate any attendance variance between the actual North American and Latin American industry box office for the fiscal year and the relevant Latin America industry forecasts used to set the STIP target for the year. North American industry box office performance and relevant Latin American attendance assumptions meaningfully impacts our Adjusted EBITDA due to its effect on attendance-driven revenue and costs but is largely outside of the Company’s control. The industry box office adjustment is intended to modify the STIP Adjusted EBITDA target to eliminate the negative or positive impacts of these non-controllable factors. The STIP Adjusted EBITDA target is adjusted upward or downward by approximately $13 million for every 1% change in the North American industry box office assumptions used for setting the 2025 annual operating budget and upwards or downwards by approximately $3 million for every 1% change in associated Latin America industry attendance assumptions used for setting the 2025 annual operating budgets. Results between the percentages are interpolated.

The bonus payout for Messrs. Gamble and Cavalier and Ms. Thomas is based on worldwide STIP Adjusted EBITDA. The bonus payout for Mr. Fernandes is based 50% on worldwide and 50% on international STIP Adjusted EBITDA targets. The bonus payout for Ms. Gierhart is based on domestic STIP Adjusted EBITDA targets. The worldwide STIP Adjusted EBITDA targets for 2025 were as follows:

2025 STIP Payouts

In 2025, the North American industry box office was nearly $8.9 billion, which trailed the estimated North American box office expectations by approximately 9.6%. The associated industry attendance in relevant Latin America territories was 13.9% lower than the approved annual operating budget. As a result of the combined North American box office and Latin America attendance under performance, the STIP Adjusted EBITDA targets were adjusted downward as follows:

In February 2026, the Compensation Committee certified the STIP Adjusted EBITDA calculations for the STIP and approved the STIP amounts to be paid for the 2025 performance period. The Company attained worldwide Adjusted EBITDA of $577.9 million (calculated as set forth on Annex A) for the year ended December 31, 2025. The Company's out-performance to target was primarily fueled by growth in food and beverage per caps and average ticket prices, our ability to maintain market share gains, and lower film rental rates based on the overall concentration of box office versus expectations. The Compensation Committee determined that, after giving effect to the adjustments discussed above, the worldwide STIP Adjusted EBITDA achieved was $564.0 million, or 123.3% above the worldwide STIP Adjusted EBITDA target, the international STIP Adjusted EBITDA achieved was $118.0 million, or 149.8% above the international STIP Adjusted EBITDA target and the domestic STIP Adjusted EBITDA achieved was $446.0 million, or 117.8% of the domestic STIP Adjusted EBITDA target, each as adjusted for industry results. As a result, Messrs. Gamble, Cavalier, and Fernandes and Ms. Thomas received bonus payments equal to 200% of their respective individual targets. Because maximum STIP payout levels were achieved for Messrs. Gamble, Cavalier and Fernandes and Ms. Thomas, there were no ABO Modifiers. Ms. Gierhart received a bonus payout equal to 194.6% of her individual target and an ABO adjustment of 5.4%.

The 2025 STIP payments for our NEOs are illustrated in the table below. 2025 STIP target amounts were determined based on each NEOs base salary in effect as of March 2025.