AMC 10-K & 10-Q changes, risk factors and insider trading

To remain viable beyond the next twelve months, the Company is expected to require additional sources of liquidity and/or significant increases in revenues and attendance levels, see Liquidity and Capital Resources—For the Year Ended December 31, 20242025 Compared to the Year Ended December 31, 20232024 included in Part II, Item 7 of this Form 10-K for further information regarding revenue and attendance assumptions. The required amounts of additional liquidity may be material. Although the Company believes that cash flowflows from operationsoperating activities together with existing cash on the balance sheet will be sufficient to meet its material cash requirements over the next twelve months, it is actively continuing to explore additional sources of liquidity.liquidity to offset the cyclical nature of our industry and other potential fluctuations in operating and market conditions. The Company is unable to determine at this time whether any additional sources of liquidity will be available to it or if available, individually or taken together, will be sufficient to address its potential liquidity needs. There is significant uncertainty as to whether these potential sources of liquidity will be realized or that they will be sufficient to generate the material amounts of additional liquidity that may be required until the Company is able to achieve improved levels of attendance and revenues. Any individual source of liquidity that the Company is pursuing may not be sufficient to address all the Company’s future liquidity requirements, and even if all of the potential sources of liquidity that the Company is pursuing are available, they may not be sufficient to address the Company’s liquidity requirements. Further, any relief provided by lenders, governmental agencies, and business partners may not be adequate and may include onerous terms, scheduled film releases may fail to drive increased revenues and attendance, scheduled releases may be postponed or moved to the home video market, or the attendance levels of, and revenues generated by, our theatres may improve at a level that will not support our substantial amount of indebtedness, rent liabilities or other obligations. Due to these factors, if the Company is unable to obtain the necessary additional sources of liquidity, an investment in our Common Stock is highly speculative.

Significant impacts on our business caused by changes in the film exhibition industry during the course of and after the COVID-19 pandemic include, and are likely to continue to include, among others: (1) decreased attendance at our theatres, including due to changes in consumer behavior in favor of viewing feature-length movies at home on directly to video streaming or PVOD platforms or spending on alternative forms of entertainment, (2) our inability to generate significant cash flowflows from operationsoperating activities if our theatres continue to operate at significantly lower than historical levels, which could lead to a need to raise additional capital to bolster our liquidity and (3) our inability to service our existing and future indebtedness or other liabilities.

Work stoppages by labor unions such as the Writers Guild of America and Screen Actors Guild–American Federation of Television and Radio Artists during 2023 alsohave had an impact upon the production pipeline for theatrical releases byin mostthe studios.past Theand, newto the extent they occur again, may impact movie production in the future. New collective bargaining agreements with these labor unions may lead to increased costs to create content, which could cause studios to demand greater fees for the exhibition of their motion pictures, or further reduce the amount of future theatrical releases.

We have a substantial amount of indebtedness, which requires significant interest payments. As of December 31, 2024,2025, the carrying value of our corporate borrowings and finance lease obligationsliabilities were $4,075.1$4,038.5 million ($4,134.5$4,024.2 million aggregate principal amount) and $49.3$52.5 million, respectively. As of December 31, 2024,2025, we also had approximately $4.2$4.0 billion of discounted rental payments under operating leases (with a weighted average remaining lease term of 8.17.7 years).

Implementation of our key strategic initiatives, including premium sight and sound, other upgrades to auditoriums, and food and beverage enhancements require significant capital expenditures. Our gross capital expenditures were approximately $245.5$246.1 million, $225.6$245.5 million, and $202.0$225.6 million for the years ended December 31, 2024,2025, December 31, 20232024 and December 31, 2022,2023, respectively. We estimate that our cash outflows for capital expenditures, net of landlordlease contributions,incentives, will be approximately $175$175.0 million to $225$225.0 million for the year ending December 31, 20252026 to maintain and enhance operations. A lack of available capital resources due to business performance or other financial commitments could prevent or delay the deployment of innovations in our theatres. We may reduce capital expenditures significantly or seek additional financing or issue additional securities, which may affect the timing and scope of growth strategy. We cannot be certain that we will be able to obtain new financing on favorable terms, or at all. In addition, covenants under our existing indebtedness limit our ability to incur additional indebtedness, and the performance of any additional or improved theatres may not be sufficient to service the related indebtedness that we are permitted to incur.

We are currently not paying dividends and in the future may not generate sufficient cash flows or have sufficient restricted payment capacity under our New Term Loan Credit Agreement or the indentures governing our debt securities to pay dividends on our Common Stock.

We are currently not paying a cash dividend. We are only able to pay dividends from our available cash on hand and funds received from our subsidiaries. Our subsidiaries’ ability to make distributions to us will depend on their ability to generate substantial cash flows from operating cash flow.activities. Our ability to pay dividends to our stockholders in the future is subject to the terms of our New Term Loan Credit Agreement (as defined herein) and the indentures governing our indebtedness. Our cash flows from operating cash flowactivities and ability to comply with restricted payment covenants in our debt instruments will depend on our future performance, which will be subject to prevailing economic conditions and to financial, business and other factors beyond our control. In addition, dividend payments are not mandatory or guaranteed, and our board of directors may determine not to resume the payment of dividends. We may not pay dividends as a result of the following additional factors, among others:

Our ability to operate successfully depends upon the availability, diversity and appeal of motion pictures, our ability to license motion pictures and the performance of such motion pictures in our markets. The most attended films are usually released during the summer and the calendar year-end holidays, making our business seasonal. We primarily license first-runfirst–run motion pictures, the success of which has increasingly depended on the marketing efforts of the major motion picture studios and the duration of the exclusive theatrical release windows. Poor performance of, or any disruption in the production of these motion pictures (including by reason of a strike or lack of adequate financing), a reduction in, or suspension of, the marketing efforts of the major motion picture studios, the choice by distributors to release fewer feature-length movies theatrically, the choice of distributors to release fewer feature-length films as a result of the additional financial burden imposed by tariffs, or the choice to release feature-length movies directly to video streaming or PVOD platforms, either in lieu of or on the same date as a theatrical release, could hurt our business and results of operations. Conversely, the successful performance of these motion pictures, particularly the sustained success of any one motion picture, or an increase in effective marketing efforts of the major motion picture studios and extension of the exclusive theatrical release windows, may generate positive results for our business and operations in a specific fiscal quarter or year that may not necessarily be indicative of, or comparable to, future results of operations. As movie studios rely on a smaller number of higher grossing “tent pole” films there may be increased pressure for higher film licensing fees. Our loyalty program and certain promotional pricing also may affect performance and increase the cost to license motion pictures relative to revenue for admission. In addition, a change in the type and breadth of movies offered by motion picture studios and the theatrical exclusive release window may adversely affect the demographic base of movie-goers.

Our theatres are subject to varying degrees of competition in the geographic areas in which we operate. Competitors may be multi-nationalmulti–national circuits, national circuits, regional circuits or smaller independent exhibitors. Competition among theatre exhibition companies is often intense with respect to attracting patrons, terms for licensing of motion pictures and availabilitypictures, and securing andor maintainingretaining desirable locations.

Our business depends on maintaining good relations with these distributors, as this affects our ability to negotiate commercially favorable licensing terms for first-run films or to obtain licenses at all. With only seven movie studio distributors representing approximately 84%83% of our U.S. markets’ box office revenues in 20242025 and five movie studio distributors representing approximately 74%76% of our International markets’ box office revenues in 2024,2025, there is a high level of concentration and continued consolidation in the industry. Our business may be adversely affected if our access to motion pictures is limited or delayed because of deterioration in our relationships with one or more distributorsdistributors, consolidation in the industry that reduces the supply of films available for theatrical release, or for some other reason. To the extent that we are unable to license a popular film for exhibition in our theatres,theatres or if fewer films are produced due to consolidation in the industry, our operating results may be adversely affected.

Over the last decade, the average theatrical exclusive release window, which represents the time that elapses from the date of a film’s theatrical release to the date a film is available to consumers in-home, has decreased from approximately four months to approximately one-and-one half months.months or less. Additionally, certain movie studios have adopted strategies that have eliminated the theatrical exclusive release window completely. These practices have significantly impacted our revenues and are expected to continue to have an adverse impact on our business and results of operations going forward.

In an inflationary environment, such as the current economic environment, depending on the market conditions in each region or country, we may be unable to raise the prices of our movie tickets or food and beverage products enough to keep up with the rate of inflation, which would reduce our profitability, and continued inflationary pressures could impact our business, financial condition, and results of operations.

We have incorporated and intend to continue to incorporate AI technologies, including generative AI (a subset of AI), into our operations. For example, we currently utilize AI to provide our guests better film recommendations and AI chatbots to improve customer service. We planare tocurrently utilizeusing, and expanding, AI toin optimizeoptimizing and better securing internal software applications,applications and certain marketing automation,automation with plans to continue expansion across film booking and filmother booking.business applications. As with many innovations, AI presents risks and challenges that could adversely impact our business. AI technologies can create accuracy issues, unintended biases, and discriminatory outcomes, or may create content that appears correct but is inaccurate or flawed. If the recommendations, content, or analyses that AI applications produce are or are alleged to be deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity, and privacy and data protection. For example, there is uncertainty around the validity and enforceability of intellectual property rights related to the use, development, and deployment of AI technologies. Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to develop, deploy or use AI technologies. There can be no assurance that the measures we have taken to mitigate the potential risks related to AI, including but not limited to generative AI, will be sufficient. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

Our success depends on general political, social, and economic conditions and the willingness of consumers to spend money at movie theatres. If going to motion pictures becomes less popular or consumers spend less on food and beverage, our operations could be adversely affected. In addition, our operations could be adversely affected if consumers’ discretionary income falls as a result of an economic downturn. Geopolitical events, including the threat of regional war, terrorism or cyber-attacks, or widespread health emergencies, such as pandemics or epidemics, could cause people to avoid our theatres or other public places where large crowds are in attendance. Public health crises have in the past, and could in the future, have significant negative impacts on all aspects of our business. In addition, due to our concentration in certain markets, natural disasters such as hurricanes or earthquakes in those markets could adversely affect our overall results of operations.

From January 1, 2020 through February 18, 2025,2026, the outstanding shares of our Common Stock have increased by 426,741,792524,339,457 shares (on a Reverse Stock Split adjusted basis) in a combination of at-the-market sales, forward sales, conversion of Series A Convertible Participating Preferred Stock, shareholder litigation settlement, conversion of Class B common stock, conversion of notes, exchanges of notes, transaction fee payments, and equity grant vesting. On March 14, 2023, the Companywe held a special meeting of our stockholders and obtained the requisite stockholder approval for the certain amendments to the Company’s Third Amended and Restated Certificate of Incorporation to increase the Company’s total number of authorized shares of Common Stock and to effectuate a reverse split at a ratio of one share of Common Stock for every ten shares of Common Stock (the “Charter Amendments (as defined herein”) and on August 14, 2023, we filed the amendment to our Certificatecertificate of Incorporationincorporation implementing the Charter AmendmentsAmendments, effective as of August 24, 2023. In accordance with the Charter Amendments, we increased the total number of authorized shares of Common Stock from 524,173,073 to 550,000,000 shares of Common Stock and effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock outstanding (the “Reverse Stock Split”). In accordance with the terms of the Certificate of Designations governing the Series A Convertible Participating Preferred Stock, following the effectiveness of the Charter Amendments all outstanding shares of our Series A Convertible Participating Preferred Stock converted into 99,540,642 shares of Common Stock. In addition, as described below, on December 10, 2025, following approval by our stockholders at the Annual Meeting (as defined herein), we increased the total number of authorized shares of Common Stock from 550,000,000 to 1,100,000,000.

As of December 31, 2025, approximately $111.6 million aggregate principal amount of Existing Exchangeable Notes were outstanding, including interest paid-in-kind in the form of additional Existing Exchangeable Notes (“PIK Notes”) to the holders thereof on December 15, 2025. If the outstanding Existing Exchangeable Notes were converted fully into shares of our Common Stock as of theDecember date31, hereof,2025, they would be converted into an aggregate of 85,242,067approximately 22.3 million shares of Common Stock. If the outstanding Existing Exchangeable Notes were converted fully into shares of our Common Stock at maturity, and we were to elect to issue additional Existing Exchangeable Notes as interest paid-in-kind (“PIK Notes”) on such outstanding Existing Exchangeable Notes and PIK Notes to the full extent permitted during the life of the Existing Exchangeable Notes (without regard to any limitations on our authorized share capital or on the conversion therein and giving effect to the changes in the applicable make-whole fee over the period), such Existing Exchangeable Notes (including PIK Notes) would be convertible at maturity into an aggregate of 115,158,375approximately 27.8 million shares of Common Stock. In addition, the indenture governing the Exchangeable Notes permits the issuance of up to an additional $50.0 million principal amount of Exchangeable Notes. If such Exchangeable Notes were issued (subject to any then limitations on authorized shares), these Exchangeable Notes and any PIK Notes relating thereto would also be convertible into additional shares of our Common Stock.

WeAs haveof approximatelyFebruary 1,070,54718, authorized2026, there were 529,547,465 shares of Common Stock remaining that have not been issued or reserved for issuance in connection with our employee stock based compensation plans or upon conversion of our outstanding Exchangeable Notes (including PIK Notes that were issued on the first interest payment date thereon and anticipatedoutstanding. PIK Note issuances through December 15, 2025). As a result, we may in the future seek to obtain the requisite stockholder approval for the authorization of an additional number of authorized and unissued and unreserved shares of Common Stock, which may be used for at-the-market sales, exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances. Subject to any required stockholder authorization of additional Common Stock, we wouldWe expect to issue additional shares of Common Stock, including Common Stock having an aggregate offering price up to raise$150,000,000 cashsold pursuant to bolsterthe ourprospectus liquidity,supplement towe repay,filed refinance,with redeemthe orSEC exchangeon indebtednessFebruary (including9, expenses,2026. accruedIn interestaddition, andas premium,described ifabove, any),shares forof workingCommon capital,Stock tomay financebe strategic initiatives and future acquisitions,used to settle conversionexchanges of the Existing Exchangeable Notes and New Exchangeable Notes, including any PIKadditional Existing Exchangeable Notes or New Exchangeable Notes or interest paid in-kind by issuing Existing Exchangeable Notes or New Exchangeable Notes, or for other purposes. We may also issue preferred equity securities or securities convertible into, or exchangeable for, or that represent the right to receive, shares of Common Stock or acquire interests in other companies, or other assets by using a combination of cash and shares of Common Stock, or just shares of Common Stock. Additionally, vesting of outstanding awards pursuant to our current and legacy equity compensation programs results in the issuance of new shares of Common Stock, net of any shares withheld to cover tax withholding obligations upon vesting. Any of these events may significantly dilute the ownership interests of current stockholders, reduce our earnings per share or have an adverse effect on the price of our shares of Common Stock.

The market prices and trading volume of our shares of Common Stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial losses. For example, during 20242025 through February 24,19, 2025,2026, the market price of our Common Stock has fluctuated from an intra-day low on the New York Stock Exchange (“NYSE”) of $2.38$1.21 per share on AprilFebruary 16,19, 20242026 to an intra-day high on the NYSE of $11.88$4.13 on MayJanuary 14,7, 2024.2025. The last reported sale price of our Common Stock on the NYSE on February 24,19, 20252026 was $3.36$1.22 per share. During 20242025 through February 24,19, 2025,2026, daily trading volume ranged from approximately 3,755,0004,237,100 to 634,246,60072,240,900 shares.

Some of our retail investors have referred to themselves as “Apes” on social media and in other forums. Self-proclaimed “Apes” are widely viewed as playing a significant role in the market dynamics that have resulted in substantial increases and volatility in the market pricesprice of our Common Stock and other so-called “meme” stocks. See “Risk Factors—Risk Related to our Share Issuances— The market price and trading volume of our shares of Common Stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial losses.” While AMC and its management have actively sought to foster positive relationships with its significant retail stockholder base as the owners of AMC, and while AMC’s retail stockholder base has been credited favorably with assisting AMC in raising significant capital in the past, there is no guarantee that AMC will be able to continue to benefit from support from its retail stockholder base in the future. Negative investor sentiment could have a material adverse impact on the market price of our Common Stock.

We have received, and may continue to receive, a high degree of media coverage that is published or otherwise disseminated by third parties, including blogs, articles, online forums, message boards and social and other media. This includes coverage that is not attributable to statements made by our directors, officers or employees. You should read carefully, evaluate and rely only on the information contained in this Annual Report on Form 10-K, the definitive Proxy Statement on Schedule 14A filed on AprilOctober 24, 2024,2025, the prospectus supplement filed DecemberFebruary 6,9, 2024,2026, the accompanying prospectus or any applicable free writing prospectus or incorporated documents filed with the SEC in determining whether to purchase our shares of Common Stock. Information provided by third parties may not be reliable or accurate and could materially impact the trading price of our Common Stock which could cause losses to your investments.

Provisions contained in our certificate of incorporation and bylaws, as amended, as well as provisions of the Delaware General Corporation Law (the “DGCL”) delay or make it more difficult to remove incumbent directors or for a third-party to acquire us, even if a takeover would benefit our stockholders. These provisions include:

An issuance of preferred stock could dilute the voting power of theholders of our Common StockholdersStock and adversely affect the market value of our Common Stock.

The issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of our other classes of voting stock either by diluting the voting power of our other classes of voting stock if they vote together as a single class,class or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approved by the holders of our other classes of voting stock.

Debt Repurchases and Exchanges. The table below table summarizes the various cash debt repurchase transactions, debt for equity exchange transactions, and cash and debt for equity exchange transactions that occurred during the year ended December 31, 2024. The debt for equity transactions were treated as early extinguishments of debt. In accordance with ASC 470-50-40-3, the reacquisition price of the extinguished debt was determined to be the fair value of the Common Stock exchanged. See Note 87—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information on these transactions.

Additionally, we entered into forward transactions to sell 30.0 million shares of our Common Stock. During December 2024, we were paid $0.01 per share for the par value of the forward shares totaling $0.3 million. See Note 8—Stockholder’s Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

Debt2024 Refinancing.Refinancing Transactions. During the year ended December 31, 2024, we completed a series of transactions to refinance $1,895.0 million aggregate principal amount of our Existingsenior secured term loans maturing in 2026 (“Term Loans due 2026”) and $518.6 million of our Second Lien Notes. As part of the transactionstransactions, we issued $2,024.3 million aggregate principal amount of the New Term Loans (as defined herein) and $414.4 million aggregate principal of Existing Exchangeable Notes. The repurchases of the Second Lien Notes were accounted for as extinguishments and resulted in a loss on extinguishment of $61.2 million. See the Liquidity and Capital Resources section below and Note 87—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information on these transactions.

Special Awards. On February 22, 2024, the compensation committee of AMC’s Board of Directors approved modification of the performance goals applicable to all 2023 Tranche Year PSU awards. This was accounted for as a modification to the 2023 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both targets. This modification resulted in the immediate additional vesting of 478,055 2023 Tranche Year PSUs (21,829 cash settled units and 456,226 equity settled units). This was treated as a Type 3 modification (improbable-to-probable) which required the Company to recognize additional stock compensation expense based on the modification date fair values of the incremental PSUs. During the year ended December 31, 2024, the Company recognized $2.1 million of stock compensation expense related to these awards.

For a discussion of significant events for the year ended December 31, 2022,2023, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2022,2023, filed with the Securities and Exchange CommissionSEC on February 28, 2023,2024, which is incorporated herein by reference.

Our consolidated financial statements are prepared in accordance with U.S. GAAP.Generally Accepted Accounting Principles (“GAAP”). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. We have identified several policies as being critical because they require management to make particularly difficult, subjective and complex judgments about matters that are inherently uncertain, and there is a likelihood that materially different amounts would be reported under different conditions or using different assumptions.

Critical estimates. There are many estimates and significant judgments that are made by management in performing impairment evaluations of long-lived assets, including but not limited to, estimates of future attendance, revenues, operating costs and expenses, capital expenditures, and the cost of capital. These estimates determine whether impairments have been incurred and quantify the amount of any related impairment charge.

Assumptions and judgment. Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experienceexperience. These assumptions and projectionsjudgments ofcan futuresignificantly cash flows. Our projections assume that operating revenues will gradually improve toaffect the point they exceed pre-COVID-19 levels. This assumption, together with other assumptions, create considerable amount of management judgment with respect to cash flow estimates and appropriate discount rates to be used in determining the fair value of long-lived assets.

If we are required to record an impairment charge it may substantially reduce the carrying value of our assets and reduce our income in the year in which it is recorded. Given the nature of our business and our recent history, business conditions that are constantly changing, and the competitive business environment in which we operate future material impairments are possible and they may be material.

At December 31, 2025, estimated cash flows were discounted at 9.5% for the Domestic Theatres and 10.5% for the International Theatres. At December 31, 2024, relatedestimated cash flows were discounted at 9.0% for the Domestic Theatres and 10.5% for the International Theatres. At December 31, 2023, relatedestimated cash flows were discounted at 9.0% for the Domestic Theatres and 11.0% for the International Theatres. At December 31, 2022, related cash flows were discounted at 10.0% for the Domestic Theatres and 12.5% for the International Theatres.

Goodwill. We evaluate the goodwill recorded at our two reporting units (Domestic Theatres and International Theatres) for impairment annually as of the beginning of the fourth fiscal quarter or more frequently as specific events or circumstances dictate. ImpairmentUnder isASC Topic 350, Goodwill, Intangibles and Other, we can elect to perform a qualitative or quantitative impairment assessment of our goodwill. Under the condition that exists when the carrying amount ofquantitative goodwill exceedsimpairment itsanalysis, implied fair value. Ifif the estimated fair value of thea reporting unit is less than its carrying value, the difference is recorded as a goodwill impairment charge, not to exceed the total amount of goodwill allocated to that reporting unit. EntitiesUnder arethe allowedqualitative assessment, entities consider a variety of factors to performqualitatively optional qualitative assessments for both reporting units to determineassess whether it is more likely than not that goodwillthe fair value of a reporting unit is impaired.less than its carrying amount, including goodwill.

We have elected to perform the optional qualitative assessment during the years ended December 31, 2025, 2024, 2023, and 2022.2023. Inherent in the qualitative assessment areis estimatesan andestimated assumptionsimpact abouton oureach considerationreporting ofunit’s fair value that events and circumstances might have had and whether or not that mayimpact indicatewould ahave potentiallikely impairment.reduced the fair value below the reporting units carrying value. Such estimatesevents and assumptionscircumstances include, but are not limited to, industry and market conditions, expected cost pressures, expected financial performance, and general macroeconomic conditions. Additionally, the estimated fair value of our debt and equity at the consolidated level may be a relevant factor in determining whether it is more likely than not that goodwill is impaired.

Assumptions and judgment. Estimating the impact of the general macroeconomic conditions, potential cost pressures, and future industry and market conditions requires significant judgement.judgment. We must make assumptions around how much weight should be given to each event and circumstance in order to make an overall qualitative assessment on whether it is more likely than not that goodwill is impaired. The estimated fair value of our debt at the consolidated level is based on observable market based inputs and the estimated fair value of our equity is based on quoted prices in active markets.

Our Current Goodwill Estimates and Changes in those Estimates. Based on our qualitative assessments for the years ended December 31, 2024,2025, December 31, 2023,2024, and December 31, 2022,2023, we do not believe it is more likely than not that the goodwill of our reporting units is impaired.

Derivative Liability.Fair Values. We remeasure the derivativebifurcated liabilityembedded derivatives related to theour conversionExisting featuresExchangeable inNotes ourand New Exchangeable Notes at fair value each reporting period with changes in fair value recorded in the consolidated statements of operations. We have obtained independent third-party valuation studies to assist us in determining fair value.

CriticalExisting estimates.Exchangeable Notes. Our valuation studies use thebinomial Binomiallattice Lattice approachmodels and are based on significant inputs not observable in the market and thus represent level 3 measurements within the fair value measurement hierarchy. The Binomialbinomial Latticelattice approachmodels consistsconsist of simulated Common Stock prices from the valuation date to the maturity of the Existing Exchangeable Notes. The significant inputs used to value the derivative include the initial share price of our Common Stock, the volatility of the share price, time to maturity, risk-free interest rate, credit spread, and the discount yield. The volatility of our Common Stock, the Common Stock price at the end of each reporting period, and the remaining amount of time until maturity of the Existing Exchangeable Notes are key inputs for the estimation of fair value that are expected to change each reporting period.

Assumptions and judgment. Selecting the appropriate method and model to use in the valuation of the derivativebifurcated liabilityembedded derivatives associated with the Existing Exchangeable Notes conversionand featureNew Exchangeable Notes requires judgment and careful consideration of the common valuation practice for similar instruments. Selection of significant assumptions such as volatility and the creditdiscount spreadyield also requires judgment and both inputs exhibit a greater degree of subjectivity than lessmore observable inputs such as the risk-free rate.

Impact if actual results differ from assumptions. If actual results differ from assumptions, the value of the derivativebifurcated liabilityembedded derivatives could be overstated or understated which could increase or decrease net earnings by a material amount.

Our Current Estimates and Changes in those Estimates. During the yearyears ended December 31, 2025 and December 31, 2024, we recorded other (income) related to a declinechanges in ourthe derivative liabilityestimated fair value of the bifurcated embedded derivatives of our Existing Exchangeable Notes of $(56.7) million and $(75.8) million, respectively. During the year ended December 31, 2025, we recorded other expense related to changes in the estimated fair value of the bifurcated embedded derivatives of our New Exchangeable Notes of $19.3 million. A hypothetical 10% increase in the fair value of the derivative liabilityderivatives would have resulted in aan declineincrease of other incomeexpense of approximately $15.8$14.5 million.million for the year ended December 31, 2025. Similarly, a hypothetical 10% decrease in the fair value of the derivative liabilityderivatives would have resulted in ana increasedecrease to other incomeexpense of approximately $15.8$14.5 million.million for the year ended December 31, 2025. We expect there will be future changes in the fair value forof our derivative liabilityderivatives and that the related amounts recorded as income or expense may be material. See Note 87—Corporate Borrowings and Finance Lease Liabilities and Note 1210—Fair Value Measurements in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

We present Adjusted EBITDA as a supplemental measure of our performance. We define Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets. These further adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. The precedingOur definition of Adjusted EBITDA and adjustments made to GAAPnet measuresearnings (loss) to determinecalculate Adjusted EBITDAit are broadly consistent with how Adjusted EBITDA asis defined and calculated in the Company’s debt indentures. During the year ended December 31, 2024, we changed the definition of Adjusted EBITDA to no longer further adjust for “cash distributions from non-consolidated entities” and “other non-cash rent benefit.” All comparative period information for Adjusted EBITDA has been re-cast to conform with the current definition.

OtherInvestment expenseincome (income) forduring the year ended December 31, 2023,2024, primarilyincludes consistedinterest of gains on debt extinguishmentincome of $(142.8) million and foreign currency transaction gains of $(17.819.2) million, partially offset by non-cashunrealized litigationlosses chargeon our investments in Hycroft of $99.3$2.9 million.

During the year ended December 31, 2024,2025, Adjusted EBITDA in the U.S. markets was $301.5$346.0 million compared to $391.1$301.5 million during the year ended December 31, 2023.2024. The year-over-year declineimprovement was primarily driven by a decreaseincreases in attendanceaverage asticket aprice, result of the availabilityfood and popularitybeverage ofper newpatron, filmother releasesrevenues comparedincluding advertising income due to the priorAmended yearESA, income from ticket fees due to the increase in the percentage of guests paying ticket fees, retail food and anbeverage increaseincome, retail merchandise income, co-brand credit card revenue, distribution revenue, and the decrease in film exhibition cost percentage. These declinesimprovements were partially offset by an increaseincreases in averageoperating ticketexpenses price,including ansalaries and wages expense, utilities expense, computer maintenance costs, retail merchandise costs, premium format expense, decreases in attendance, and the increase in food and beverage salescost per patron, and a decline in rent expense.percentage.

During the year ended December 31, 2024,2025, Adjusted EBITDA in the International markets was $42.4$41.5 million compared to $63.2$42.4 million during the year ended December 31, 2023.2024. The year-over-year decline was primarily driven by a decreaseincreases in attendanceoperating asexpenses aincluding resultsalaries ofand thewages popularityexpense ofand newutilities filmexpense, releases compared to the prior year, a declineincreases in averagerent ticketexpense, price, an increaseincreases in general and administrative: expenseother expenses, decreases in attendance, and a declineincreases in governmentfood assistance.and beverage cost percentage. These declines were partially offset by an increaseincreases in average ticket prices, food and beverage sales per patron.patron, other revenues including income from expirations of package tickets and gift cards, retail merchandise income, the decrease in film exhibition cost percentage and the increase in foreign currency translation rates.

From January 1, 2020 through MayJuly 4,22, 2026, the outstanding shares of our Common Stock have increased by 606,861,417887,396,630 shares (on a Reverse Stock Split adjusted basis) in a combination of at-the-market sales, forward sales, conversion of Series A Convertible Participating Preferred Stock, shareholder litigation settlement, conversion of Class B common stock, conversion of notes, exchanges of notes, consent fee payments, transaction fee payments, and equity grant vesting. On March 14, 2023, we held a special meeting of our stockholders and obtained the requisite stockholder approval for the certain amendments to the Company’s Third Amended and Restated Certificate of Incorporation to increase the Company’s total number of authorized shares of Common Stock and to effectuate a reverse split at a ratio of one share of Common Stock for every ten shares of Common Stock (the “Charter Amendments”) and on August 14, 2023, we filed the amendment to our certificate of incorporation implementing the Charter Amendments, effective as of August 24, 2023. In accordance with the Charter Amendments, we increased the total number of authorized shares of Common Stock from 524,173,073 to 550,000,000 shares of Common Stock and effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock outstanding (the “Reverse Stock Split”). In accordance with the terms of the Certificate of Designations governing the Series A Convertible Participating Preferred Stock, following the effectiveness of the Charter Amendments all outstanding shares of our Series A Convertible Participating Preferred Stock converted into 99,540,642 shares of Common Stock. In addition, as described below, on December 10, 2025, following approval by our stockholders at the Annual Meeting (as defined herein), we increased the total number of authorized shares of Common Stock from 550,000,000 to 1,100,000,000.

On July 22, 2024, the Company and certain of its subsidiaries consummated a series of refinancing transactions (the “2024 Refinancing Transactions”) pursuant to which Muvico issued $414.4 million aggregate principal amount of Existing Exchangeable Notes that wereare exchangeable into shares of Common Stock. On July 1, 2025, the Company and Muvico commenced a series of further refinancing transactions with certain of its debt holders (the “2025 Refinancing Transactions”) pursuant to which the Company issued 79,800,000 shares of Common Stock in exchange for $143.0 million aggregate principal amount of Existing Exchangeable Notes. Subsequently, on July 24, 2025, the Company exchanged approximately $194.4 million aggregate principal amount of Existing Exchangeable Notes for Muvico’s New Exchangeable Notes on a dollar-for-dollar basis. On September 30, 2025, $39.9 million aggregate principal of New Exchangeable Notes were cancelled pursuant to a downward adjustment feature in the New Exchangeable Notes, which represented the maximum possible downward adjustment under the New Exchangeable Notes.

As of MarchJune 31,30, 2026, approximately $111.6$116.1 million aggregate principal amount of Existing Exchangeable Notes were outstanding, including interest paid-in-kind in the form of additional Existing Exchangeable Notes (“PIK Notes”) to the holders thereof on December 15, 2025.thereof. If the outstanding Existing Exchangeable Notes were exchanged fully into shares of Common Stock as of MarchJune 31,30, 2026, they would be converted into an aggregate of approximately 22.323.1 million shares of Common Stock. If the outstanding Existing Exchangeable Notes were converted fully into shares of our Common Stock at maturity, and we were to elect to issue additional Existing Exchangeable Notes as PIK Notes on such outstanding Existing Exchangeable Notes and PIK Notes to the full extent permitted during the life of the Existing Exchangeable Notes (without regard to any limitations on our authorized share capital or on the exchange therein and giving effect to the changes in the applicable make-whole fee over the period), such Existing Exchangeable Notes (including PIK Notes) would be convertible at maturity into an aggregate of approximately 27.8 million shares of Common Stock.

At the Company’s 2025 Annual Meeting of Stockholders held on December 10, 2025 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of Common Stock from 550,000,000 shares to 1,100,000,000 shares (the “Authorized Share Increase”), which additional shares may be used for at-the-market sales (subject to certain caps on usage of at-the-market sales for the six months following the Annual Meeting pursuant to the terms of the indenture governing the New Exchangeable Notes),sales, exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances. Accordingly, we may issue additional shares of Common Stock to raise cash to bolster our liquidity, to repay, refinance, redeem or exchange indebtedness (including expenses, accrued interest and premium, if any), for working capital, to finance strategic initiatives and future acquisitions, and to settle exchanges of the Existing Exchangeable Notes, including any PIK Notes, toor settlefor exchangesother purposes. Furthermore, in connection with the 2025 Refinancing Transactions and the issuance of the New Exchangeable Notes, orwe paid a consent fee to certain consenting holders of our Existing Exchangeable Notes of 10.9 million shares of Common Stock. Additionally, as consent fees for otheramending purposes.their respective indentures to provide us with greater flexibility to refinance our capital structure, we paid a consent fee of 4.5 million shares of Common Stock to consenting holders of the New Exchangeable Notes and 17.7 million shares of Common Stock to consenting holders of the New 2029 Notes. In addition, in connection with the Authorized Share Increase, the New Exchangeable Notes have becomebecame exchangeable andfor shares of our Common Stock. In May 2026, we haveexchanged reserved 141.4142.1 million shares of Common Stock to be exchanged for the New Exchangeable Notes.Notes, including accrued and unpaid interest, representing the exchange in full of the New Exchangeable Notes for shares of Common Stock.

As of MayJuly 4,22, 2026, there were 612,069,425892,604,638 shares of Common Stock issued and outstanding. We expect to issue additional shares of Common Stock, including Common Stock having an aggregate offering price up to $150,000,000 sold pursuant to the prospectus supplement we filed with the SEC on February 9, 2026. In addition, as described above, shares of Common Stock may be used to settle exchanges of the Existing Exchangeable Notes and New Exchangeable Notes, including any additional Existing Exchangeable Notes or New Exchangeable Notes or interest paid in-kind by issuing Existing Exchangeable Notes, or for other purposes. We may also issue preferred equity securities or securities convertible into, or exchangeable for, or that represent the right to receive, shares of Common Stock or acquire interests in other companies, or other assets by using a combination of cash and shares of Common Stock, or just shares of Common Stock. Additionally, vesting of outstanding awards pursuant to our equity compensation program results in the issuance of new shares of Common Stock, net of any shares withheld to cover tax withholding obligations upon vesting. Any of these events may significantly dilute the ownership interests of current stockholders, reduce our earnings per share or have an adverse effect on the price of our shares of Common Stock.

As of MayJuly 4,22, 2026, we had approximately 254,272,244168,258,701 authorized shares of Common Stock that have not been issued or reserved for issuance in connection with our current at-the-market offering announced February 9, 2026 (the “ATM Program”), our employee plans or exchanges under ourthe Existing Exchangeable Notes and New Exchangeable Notes. As a result, we may in the future seek to obtain the requisite stockholder approval for the authorization of an additional number of authorized and unissued and unreserved shares of Common Stock, which may be used for at-the-market sales, exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances. These future issuances may be dilutive and may result in a decline in the market price of our Common Stock. The remaining authorized shares assume that no additional PIK interest is paid on the Existing Exchangeable Notes and that remaining shares sold pursuant to the prospectus supplement filed with the SEC on February 9, 2026 are issued at an assumed price of $1.45, representing the closing sales price of our Common Stock on May 4, 2026. Actual share issuances will vary based on changes in the market price of our Common Stock.Notes.

The market prices and trading volume of our shares of Common Stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial losses. For example, during 2025 and 2026 to date, the market price of our Common Stock has fluctuated from an intra-day low on the New York Stock Exchange (“NYSE”) of $0.93 per share on March 27, 2026 to an intra-day high on the NYSE of $4.13$2.96 on JanuaryJune 7,22, 2025.2026. The last reported sale price of our Common Stock on the NYSE on MayJuly 4,22, 2026, was $1.45$2.25 per share. During 2025 and 2026 to date, daily trading volume ranged from approximately 4,237,10014,347,700 to 88,218,200186,756,900 shares.

The current equity incentive plan of the Company has insufficient available shares to make additional grants at historic levels. As required by NYSE rules, the Company intends to ask its stockholders for approval to allocate additional shares to the plan at its 2026 annual meeting. There can be no guarantee that the stockholders will approve additional shares. The absence of shares available under the equity incentive plan may create challenges for executive recruitment and retention. Absent additional shares, the Company could issue equity-related awards to be settled in cash. The issuance of such awards may mitigate short-term risks related to executive recruitment and retention, but cash settlements of these awards would negatively impact cash flow and would require the Company to account for these awards based on the fair value of the related equity at the end of each reporting period, giving effect to the portion of services rendered during the requisite service periods. Until such time as the stockholders approve additional shares for the equity incentive plan, equity-related awards made to executives would need to be settled in cash. Continued issuance of cash-settled awards may not be sustainable given the Company’s recent cash flow challenges. The operating cash flow of the Company is still negative.

AMC is the world’s largest theatrical exhibition company and an industry leader in innovation and operational excellence. As of MarchJune 31,30, 2026, we operated theatres in 11 countries, including the United States, and various countries throughout Europe.

Our theatrical exhibition revenues are generated primarily from box office admissions and food and beverage sales. The balance of our revenues is generated from ancillary sources, including online ticketing fees, on-screen advertising, income from gift card and exchange ticket sales, rental of theatre auditoriums, retail popcorn and merchandise sales, fees earned from our customer loyalty programs, and theatrical distribution. As of MarchJune 31,30, 2026, we owned, operated or had interests in 852845 theatres and 9,6079,530 screens.

The following table provides detail with respect to Premium Large Format (“PLF”) screens (IMAX®, Dolby CinemaTM, SCREENX, 4DX, in-house), XL screens, 3D enabled screens, premium seating, and our enhanced food and beverage offerings as deployed throughout our circuit as of MarchJune 31,30, 2026 and MarchJune 31,30, 2025:

As of MarchJune 31,30, 2026, we had a combined total of approximately 39.440.7 million member households enrolled in our AMC Stubs® A-List, AMC Stubs Premiere™, AMC Stubs Premiere GO!, and AMC Stubs Insider™ programs (collectively, “AMC Stubs”). During the threesix months ended MarchJune 31,30, 2026, our AMC Stubs members represented approximately 51.5%51.6% of AMC U.S. markets attendance.

As of MarchJune 31,30, 2026, there were 605,223,095892,604,638 shares of our Common Stock outstanding. Of those outstanding shares, approximately 2.72.2 million shares (or 0.4%0.25%) were held by 13,93413,720 registered holders with our transfer agent and approximately 602.5890.4 million (or 99.6%99.75%) were held by Cede & Co on behalf of the Depository Trust & Clearing Corporation, commonly referred to as held in “street name” for beneficial holders owning shares through bank or brokerage accounts.

For a discussion of our critical accounting policies and the means by which we develop estimates therefore,estimates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Significant Events—For the ThreeSix Months Ended MarchJune 31,30, 2026

Share Issuances. During the threesix months ended MarchJune 31,30, 2026, we issued shares through an “at-the-market offering.offering”. The below table summarizes the activity of the “at-the-market” offering.

Hycroft. On February 5, 2026, the Company exercised its remaining warrants to purchase 1,000,824 common shares of Hycroft on a cashless basis and received 765,440 common shares of Hycroft. During the threesix months ended MarchJune 31,30, 2026, we sold 700,000 common shares of Hycroft for $29.7 million. As of MarchJune 31,30, 2026, we held 129,478 remaining common shares of Hycroft. We recorded realized and unrealized gains related to our investments in Hycroft in investment income of $(18.016.5) million during the threesix months ended MarchJune 31,30, 2026.

Significant Events—For the ThreeSix Months Ended MarchJune 31,30, 2025

Share Issuances. During the threesix months ended MarchJune 31,30, 2025, we were paid $108.7 million as initial gross cash proceeds associated with the establishment of forward positions for 30.0 million shares of Common Stock. The valuation period related to the forward positions ended on March 17, 2025 with no additional payment owed to the Company.

Additionally, during the threesix months ended MarchJune 31,30, 2025, we issued shares through an “at-the-market offering.” The below table summarizes the activity of the “at-the-market” offering during the threesix months ended MarchJune 31,30, 2025:

Our historical results of operations for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, reflect the results of operations for our two theatrical exhibition reportable segments, U.S. markets and International markets.

Results of Operations—For the Three Months ended MarchJune 31,30, 2026, Compared to the Three Months ended MarchJune 31,30, 2025

Revenues. Total revenues increased $182.9$198.8 million, or 21.2%,14.2%, during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. Admissions revenues increased $104.9$100.5 million, or 22.2%,13.2%, during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to an increase in attendance of 13.6%13.5% from 41.962.8 million patrons to 47.671.3 million patronspatrons, andpartially offset by a 7.5%0.2% increasedecrease in average ticket price. The increasedecrease in average ticket price was primarily due to increaseddecreases ticketin pricesattendance for all3D formats,and IMAX screens and increased frequency for our A-list subscription members, partially offset by increases in attendance for 3D, IMAXPLF and otherXL PLFscreens, screensincreased ticket prices and increases in foreign currency translation rates. Attendance increased in U.S. and International markets due to the popularity of film product compared to the prior year.

Food and beverage revenues increased $63.9$76.5 million, or 22.5%,15.3%, during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to the increase in attendance and increase in food and beverage per patron. Food and beverage per patron increased 7.8%1.6% from $6.76$7.95 to $7.29$8.08 primarily due to an increase in average prices and the percentage of guests making transactions and increases in foreign currency translation rates, partially offset by lower units per transaction by guests.

Total other theatre revenues decreasedincreased $2.4$21.8 million, or 6.5%,16.1%, during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to decreases in income from expirations of package tickets and gift cards in our International markets, partially offset by increases in income from ticket fees due to the increase in attendance, the number of guests paying ticket fees and increases in the price of ticket fees, increases in advertising income and increases in foreign currency translation rates.

Operating costs and expenses. Operating costs and expenses increased $43.1$53.3 million, or 16.2%,4.1%, during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. Film exhibition costs increased $15.4$48.2 million, or 28.7%,12.3%, during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to the increase in admissions revenuesrevenue due to the factors discussed aboveabove, andpartially offset by the decrease in film rentalexhibition terms.cost percentage. As a percentage of admissions revenues, film exhibition costs were 38.0%51.0% for the three months ended MarchJune 31,30, 2026, compared to 37.6%51.4% for the three months ended MarchJune 31,30, 2025. The increase in film exhibition cost percentage is primarily due to increased box office revenues in International markets from higher grossing films in the current year, which typically results in higher film exhibition costs.

Food and beverage costs increased $5.9$11.6 million, or 36.4%,12.1%, during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues due to the factors discussed above.above, partially offset by the decrease in food and beverage cost percentage. As a percentage of food and beverage revenues, food and beverage costs were 25.0%18.7% for the three months ended MarchJune 31,30, 2026, compared to 24.5%19.2% for the three months ended MarchJune 31,30, 2025.

Operating expense increasedwas by $10.4 million, or 9.9%,unchanged during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The increase in operating expense was primarily due to the increase in foreign currency translation rates and the increase in attendance. As a percentage of revenues, operating expense was 37.8%28.7% for the three months ended MarchJune 31,30, 2026, compared to 42.7%32.8% for the three months ended MarchJune 31,30, 2025. The decrease in operating expense as a percentage of revenues is primarily due to the operating leverage gained as attendance increases. Rent expense increased $6.2$1.2 million, or 11.2%,0.5%, during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, primarily due to increases in foreign currency translation rates, partially offset by a decrease in average screens of 0.4%.1.6%.

Merger, acquisition, and other costs. Merger, acquisition, and other costs were $0.2$0.3 million during the three months ended MarchJune 31,30, 2026, compared to $0$0.1 million during the three months ended MarchJune 31,30, 2025.

Other. Other general and administrative expense increaseddecreased $3.7$6.2 million, or 20.2%,10.7%, during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025 primarily due to increasesdecreases in legal expenses due to insurance recoveries and decreases in stock-based compensation expense, partially offset by the increase in foreign currency translation rates and increases in incentive bonus expense.rates.