IMAX CORP 10-K

Item 9A. Controls and Procedures EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the specified time periods and that such information is accumulated and communicated to management, including the CEO and Chief Financial Officer (“CFO”), to allow timely discussions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. The Company’s management, with the participation of its CEO and its CFO, has evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of December 31, 2025 and has concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective. The Company will continue to periodically evaluate its disclosure controls and procedures and will make modifications from time to time as deemed necessary to ensure that information is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management has used the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework in Internal Control-Integrated Framework (2013) to assess the effectiveness of the Company’s internal control over financial reporting. Management has assessed the effectiveness of the Company’s internal control over financial reporting and has concluded that such internal control over financial reporting was effective as of December 31, 2025. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, as stated in their report, which appears in Part II, Item 8. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes in the Company’s internal control over financial reporting which occurred during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information a) None. b) On December 9, 2025 , Richard Gelfond , the CEO , entered into a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K under the Exchange Act (“Item 408”) and such arrangement, the “Plan”) for the exercise of 486,284 of stock options granted in June 2016 (the “Options”) and sale of up to 486,284 common shares underlying the Options. The Options have a 10-year expiry and are due to expire on June 7, 2026. Sales under this Plan, which was previously disclosed in a Company subsidiary filing, may commence on March 10, 2026, after the completion of the required cooling off period under Rule 10b5-1. The Plan will terminate on June 5, 2026 , or earlier if all shares underlying the Options have been sold. This trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c). No other Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as defined in Item 408) were adopted or terminated by any directors or officers of the Company during the quarter ended December 31, 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 130 Table of Contents N/A. 131 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 is incorporated by reference from the information under the following captions in the 2026 Proxy Statement: “Item No. 1 – Election of Directors;” “Executive Officers;” “Delinquent Section 16(a) Reports;” “Code of Business Conduct and Ethics and Insider Trading Policy ;” and “Corporate Governance.” Item 11. Executive Compensation The information required by Item 11 is incorporated by reference from the information under the following captions in the 2026 Proxy Statement: “Compensation Discussion and Analysis;” “Compensation Committee Report;” “Summary Compensation Table;” “Grants of Plan-Based Awards;” “Outstanding Equity Awards at Fiscal Year-End;” “Option Exercise and Stock Vested;” “Pension Benefits;” “Pay Ratio Disclosure;” “Potential Payments upon Termination or Change-in-Control;” “Pay Versus Performance;” “Compensation of Directors;” and “Compensation Committee Interlocks and Insider Participation.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 is incorporated by reference from the information under the following captions in the 2026 Proxy Statement: “Equity Compensation Plan Information;” “Principal Shareholders of Voting Shares;” and “Security Ownership of Directors and Management.” Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated by reference from the information under the following caption in the 2026 Proxy Statement: “Certain Relationships and Related Transactions,” “Review, Approval or Ratification of Transactions with Related Persons,” and “Director Independence.” Item 14. Principal Accounting Fees and Services The information required by Item 14 is incorporated by reference from the information under the following captions in the 2026 Proxy Statement: “Audit Fees;” “Audit-Related Fees;” “Tax Fees;” “All Other Fees;” and “Audit Committee’s Pre-Approval Policies and Procedures.” PART IV Item 15. Exhibits, Financial Statement Schedules Financial Statements and Schedules The Consolidated Financial Statements filed as part of this Report are included under Part II, Item 8. Financial Statement Schedules have been omitted since they either are not required, not applicable, or the information required is included in the financial statements or the accompanying notes thereto. Report of Independent Registered Public Accounting Firm, which covers the financial statements, the accompanying notes to the financial statements is included under Part II, Item 8, and the Company’s internal control over financial reporting is included under Part II, Item 9A. 132 Table of Contents Exhibits Exhibit No. Description Form File No Exhibit Filing Date 3.1 Articles of Amalgamation of IMAX Corporation, dated as of January 1, 2024. 10-Q 001-35066 3.1 10/23/25 3.2 Second Amended and Restated By-Law No. 1 of IMAX Corporation, enacted on February 7, 2023. 8-K 001-35066 3.1 2/10/23 4.1 Description of IMAX Corporation’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10-K 001-35066 4.4 2/19/20 4.2 Indenture, dated as of November 6, 2025 , between IMAX Corporation and U.S. Bank Trust Company, National Association. 8-K 001-35066 4.1 11/6/25 4.3 Form of 0. 7 5 0% Convertible Senior Notes due November 15, 2030 (included as Exhibit A to Exhibit 4. 2 ) 8-K 001-35066 4.2 11/6/25 +10.1 Stock Option Plan of IMAX Corporation, dated June 18, 2008. 10-K 001-35066 10.1 2/24/16 +10.2 IMAX Corporation Form of Restricted Stock Unit Award Agreement. 10-K 001-35066 10.4 2/19/20 +10.3 IMAX Corporation Second Amended and Restated Long-Term Incentive Plan, dated June 3, 2020. 8-K 001-35066 10.1 6/5/20 +10.4 Amendment No.1 to Second Amended and Restated Long-Term Incentive Plan 8-K 001-35066 10.1 6/14/23 +10.5 Form of IMAX Corporation Second Amended and Restated Long-Term Incentive Plan Restricted Stock Unit Award Agreement. 10-Q 001-35066 10.11 4/29/21 +10.6 Form of IMAX Second Amended and Restated Long-Term Incentive Plan Performance Stock Unit Award Agreement. 10-Q 001-35066 10.12 4/29/21 +10.7 Form of IMAX Corporation Second Amended and Restated Long-Term Incentive Plan Restricted Stock Unit Award Agreement for Non-employee Directors. 10-Q 001-35066 10.2 7/27/21 +10.8 IMAX Corporation Supplemental Executive Retirement Plan, as amended and restated as of January 1, 2006. 10-K 001-35066 10.2 2/21/13 +10.9 Employment Agreement, dated November 8, 2016, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.24 2/23/17 +10.10 Amendment to Employment Agreement, dated November 1, 2019, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.26 2/19/20 +10.11 Second Amendment to Employment Agreement, dated as of September 19, 2022, between IMAX Corporation and Richard L. Gelfond. 10-K 001-35066 10.1 10/31/22 +10.12 T hi rd Amendment to Employment Agreement, dated as of July 17, 2025, by and between IMAX Corporation and Richard L. Gelfond 10-Q 001-35066 10.2 10/23/25 +10.13 Employment Agreement, dated December 18, 2017, between IMAX Corporation and Robert D. Lister. 10-K 001-35066 10.30 2/27/18 +10.14 First Amending Agreement, dated March 11, 2020, between IMAX Corporation and Robert D. Lister. 10-Q 001-35066 10.47 4/30/20 +10.15 Second Amending Agreement, dated as of October 20, 2023, between IMAX Corporation and Robert D. Lister 10-K 001-35066 10.24 2/27/24 +10.16 Employment Memorandum, dated September 18, 2020, between IMAX Corporation and Mark Welton. 10-Q 001-35066 10.52 10/29/20 133 Table of Contents +10.17 Amendment to Employment Memorandum, dated October 13, 2021, between IMAX Corporation and Mark Welton. 10-K 001-35066 10.38 2/24/22 +10.18 A mendment to Employment Terms, dated as of May 20, 2025, between IMAX Corporation and Mark Welton. 10-Q 001-35066 10.5 7/24/25 +10.19 Employment Agreement, dated as of January 9, 2023, between IMAX China (Hong Kong) Limited and Daniel Manwaring. 10-Q 001-35066 10.1 7/25/24 +10.20 Amendment Agreement to Employment Agreement, dated as of March 7, 2024, between IMAX China (Hong Kong) Limited and Daniel Manwaring. 10-Q 001-35066 10.2 7/25/24 +10.21 Amendment Agreement to Employment Agreement, dated as of March 7, 2025, by and between IMAX China (Hong Kong) Limited and Daniel Wade Manwaring 10-Q 001-35066 10.1 4/23/25 +10.22 Employment Agreement, dated April 25, 2022, between IMAX Corporation and Natasha Fernandes. 10-Q 001-35066 10.1 7/29/22 +10.23 A mendment to Employment Terms, dated as of May 20, 2025, between IMAX Corporation and Natasha Fernandes 10-Q 001-35066 10.6 7/24/25 +10.24 E mployment Agreement, dated as of March 13, 2025, between IMAX Corporation and Jose Zlatar. 10-Q 001-35066 10.1 7/24/25 +10.25 Amendment to Employment Terms, dated as of May 20, 2025, between IMAX Corporation and Jose Zlatar. 10-Q 001-35066 10.3 7/24/25 +10.26 E mployment Agreement, dated as of January 12, 2024, between IMAX Corporation and Anne Globe . 10-Q 001-35066 10.2 7/24/25 +10.27 A men dment to Employment Terms, dated as of May 20, 2025, between IMAX Corporation and Anne Globe. 10-Q 001-35066 10.4 7/24/25 +10.28 Statement of Directors’ Compensation as of January 2023. 10-K 001-35066 10.37 2/22/22 +10.29 Form of Director Indemnification Agreement. 10-Q 001-35066 10.39 7/25/18 10.30 S eventh Amended and Restated Credit Agreement, dated July 14, 2025, by a nd between IMAX Corporation and Wells Fargo Bank, National Association. 10-Q 001-35066 10.1 10/23/25 10.35 F orm of Call Option Confirmation b etween IMAX Corporation and each of Option Counter parties. 8-K 001-35066 10.1 11/06/25 *19.1 IMAX Insider Trading Policy. 10-K 001-35066 19.1 2/19/25 *21.1 Subsidiaries of IMAX Corporation. *23.1 Consent of PricewaterhouseCoopers LLP. *24.1 Power of Attorney of certain directors. *31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 2 5 , 2026 , by Richard L. Gelfond. *31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 2 5 , 2026 , by Natasha Fernandes. ^32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 2 5 , 2026 , by Richard L. Gelfond. 134 Table of Contents ^32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 2 5 , 2026 , by Natasha Fernandes. 97.1 Clawback Policy. 10-K 001-35066 97.1 2/27/24 *101.INS Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. *101.SCH Inline XBRL Taxonomy Extension Schema Document *101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document *101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document *101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document *101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith ^ Furnished herewith + Management contract or compensatory plan, contract or arrangement Item 16. Form 10-K Summary Not applicable. 135 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IMAX CORPORATION By /s/ NATASHA FERNANDES Natasha Fernandes Chief Financial Officer & Executive Vice-President Date: February 25, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 25, 2026. /s/ RICHARD L. GELFOND /s/ NATASHA FERNANDES /s/ JOSE ZLATAR Richard L. Gelfond Chief Executive Officer & Director (Principal Executive Officer) Natasha Fernandes Chief Financial Officer & Executive Vice-President (Principal Financial Officer) Jose Zlatar Senior Vice-President, Finance & Controller (Principal Accounting Officer) * * * Darren D. Throop Chairman of the Board & Director Gail Berman Director Eric A. Demirian Director * * * Kevin Douglas Director David W. Leebron Director Michael MacMillan Director * * * Steve Pamon Director Dana Settle Director Jennifer Wong Director By * /s/ NATASHA FERNANDES Natasha Fernandes (as attorney-in-fact) 136