UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Earliest Event Reported: November 19, 2013

National CineMedia, Inc.

(Exact name of registrant as specified in its charter)

National CineMedia, LLC

(Exact name of registrant as specified in its charter)

9110 E. Nichols Ave., Suite 200

Centennial, Colorado 80112-3405

(Address of principal executive offices, including zip code)

(303) 792-3600

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

On November 8, 2013, Regal Cinemas, Inc. (“RCI”) opened two newly built theatres which, when included with the acquisition of Hollywood Theatres on April 1, 2013 and the opening of one additional newly built theatre on July 3, 2013, resulted in an extraordinary attendance increase under the Common Unit Adjustment Agreement. All 43 of the Hollywood Theatres containing 504 screens have been included in our network since April 2008 under a network affiliate agreement that included a termination date of March 31, 2013. As of the acquisition date, these theatres and screens became part of our long-term Exhibitor Services Agreement with RCI (“ESA”) with an initial term ending on February 13, 2037.

On November 19, 2013, National CineMedia, Inc. (“NCM, Inc.”), as sole manager of National CineMedia, LLC (“NCM LLC”), provided written notice setting forth the determination of common membership units due to RCI, in accordance with the Common Unit Adjustment Agreement dated as of February 13, 2007, by and among NCM, Inc., NCM LLC, Regal CineMedia Holdings, LLC (“Regal”), RCI, American Multi-Cinema, Inc. (“AMC”), Cinemark Media, Inc. (“Cinemark”) and Cinemark USA, Inc. Regal, AMC and Cinemark are referred to collectively as the “Founding Members.” The “Founding Member Group” means, with respect to each Founding Member, the Founding Member, its ESA Party, and their Affiliates. The common membership units are expected to be issued on December 4, 2013, the settlement date.

Under the Common Unit Adjustment Agreement, the adjustment of membership units is conducted annually, except that a Common Unit Adjustment will occur for a specific Founding Member (or designee) if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent Common Unit Adjustment, results in an extraordinary attendance increase or decrease in excess of two percent of the annual total attendance as determined on the prior adjustment date. The acquisition of the Hollywood Theatres and opening of three new theatres through November 8, 2013 meets such criteria as it results in an attendance increase of more than 2% of NCM network attendance at the prior year-end (December 27, 2012). As a result of the extraordinary attendance increase, a full Common Unit Adjustment was performed for Regal and included the Hollywood acquisition, newly built theatres and theatre dispositions for the period of December 28, 2012 through November 8, 2013 (from the end of the 2012 annual Common Unit Adjustment period to the latest newly built theatre open date). Following is a summary of the NCM LLC ownership units that will result from this most recent Common Unit Adjustment:

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Following the issuance of these common membership units pursuant to the Common Unit Adjustment Agreement, each Founding Member Group’s ownership interest in NCM LLC will change as follows:

Pursuant to NCM, Inc’s Amended and Restated Certificate of Incorporation and NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement, members of NCM LLC, other than NCM, Inc., may choose to have common membership units redeemed, and NCM, Inc. may elect to issue cash or shares of its common stock on a one-for-one basis. Therefore, the NCM LLC units issued to the Founding Members may be redeemable for an equal number of shares of NCM, Inc.’s common stock.

Neither NCM, Inc. nor NCM LLC received any cash consideration in exchange for the issuance of the units. In addition to the issuance of the units, cash in the amount of $15.59 will be paid to Regal in lieu of a partial unit.

The units will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided for by Section 4(2) thereof for transactions not involving a public offering. Appropriate legends have been affixed to the securities issued in this transaction. RCI had adequate access, through business or other relationships, to information about NCM, Inc.

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Discussion of changes in screens and attendance:

The aggregate net attendance adjustment used in calculating the Common Unit Adjustment was an increase of 14,115,113 attendees as described below.

Calculation of the Common Unit Adjustment (1): (as of November 8, 2013, except as noted)

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(d)    Exhibits

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SIGNATURES

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

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