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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 001-33892

AMC ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)	26-0303916 (I.R.S. Employer Identification No.)
One AMC Way 11500 Ash Street, Leawood, KS (Address of principal executive offices)	66211 (Zip Code)

(913) 213-2000

Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock	AMC	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and emerging growth company in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐

Smaller reporting company ☐	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b). ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ⌧

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2025, computed by reference to the price at which the registrant’s Class A common stock was last sold on the New York Stock Exchange on such date was $1,342,745,039 (433,143,561 Class A common stock shares at a closing price per share of $3.10).

Shares of Class A common stock outstanding—529,547,465 shares at February 18, 2026

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s definitive proxy statement, in connection with its 2025 annual meeting of stockholders, to be filed within 120 days of December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K.

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AMC ENTERTAINMENT HOLDINGS, INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2025

INDEX


				Page
PART I
Item 1.		Business		5
Item 1A.		Risk Factors		19
Item 1B.		Unresolved Staff Comments		36
Item 1C.		Cybersecurity		36
Item 2.		Properties		38
Item 3.		Legal Proceedings		38
Item 4.		Mine Safety Disclosures		39
PART II
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		40
Item 6.		[Reserved]		43
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		43
Item 7A.		Quantitative and Qualitative Disclosures about Market Risk		68
Item 8.		Financial Statements and Supplementary Data		70
Item 9.		Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		134
Item 9A.		Controls and Procedures		134
Item 9B.		Other Information		134
Item 9C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		136
PART III
Item 10.		Directors, Executive Officers and Corporate Governance		137
Item 11.		Executive Compensation		137
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		137
Item 13.		Certain Relationships and Related Transactions, and Director Independence		137
Item 14.		Principal Accountant Fees and Services		137
PART IV
Item 15.		Exhibits and Financial Statement Schedules		138
Item 16.		Form 10-K Summary		146

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Forward-Looking Statements

In addition to historical information, this Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,” “plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which it is made. Examples of forward-looking statements include statements we make regarding future attendance levels, revenues and our liquidity. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

●

the risks and uncertainties relating to the sufficiency of our existing cash and cash equivalents and available borrowing capacity to fund operations and satisfy obligations including cash outflows for planned capital expenditures currently and through the next twelve months. In order to achieve net positive cash flows from operating activities, revenues will need to increase from current levels to levels at least in line with pre-COVID-19 revenues. However, there remain significant risks that may negatively impact revenues and attendance levels, including changes to movie studios release schedules (including as a result of production delays and delays to the release of movies caused by labor stoppages) and direct to streaming or other changing movie studio practices. If we are unable to achieve increased levels of attendance and revenues, we will be required to obtain additional liquidity. If such additional liquidity is not obtained or is insufficient, we likely would seek an in-court or out-of-court restructuring of our liabilities, and in the event of such future liquidation or bankruptcy proceeding, holders of our Class A common stock (“Common Stock”) and other securities would likely suffer a total loss of their investment;

●

the risks and uncertainties relating to the 2025 Refinancing Transactions and 2024 Refinancing Transactions (each defined herein), including, but not limited to, (i) the potential for additional future dilution of our Common Stock as a result of issuance of shares underlying our 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes (the “Existing Exchangeable Notes”) or our Senior Secured Exchangeable Notes due 2030 (the “New Exchangeable Notes”), (ii) the possibility that the extension of certain debt maturities will not provide enough time for attendance and revenues to increase to sufficient levels and generate net positive cash flows from operating activities to overcome liquidity concerns or may be insufficient to do so if the Company does not achieve revenue levels at least in line with pre-COVID-19 revenues and (iii) the impact on the market price of our Common Stock and our capital structure of any litigation or claims of default that might arise in connection with the 2025 Refinancing Transactions or 2024 Refinancing Transactions;

●

changing practices of distributors, which accelerated during the COVID-19 pandemic, including increased use of alternative film delivery methods including premium video on demand, streaming platforms, shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming platforms on the same date, the theatrical release of fewer movies due to industry consolidation or other reasons, or transitioning to other forms of entertainment;

●

the impact of changing movie-going behavior of consumers;

●

the risk that the North American and international box office in the near term will not recover sufficiently, resulting in continued cash burn and the need to seek additional financing, which may not be available at favorable terms, or at all;

●

risks and uncertainties relating to our significant indebtedness, including our borrowings and our ability to meet our debt covenants;

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●

the dilution caused by recent and potential future sales of our Common Stock and future potential share issuances to repay, refinance, redeem or repurchase indebtedness (including expenses, accrued interest and premium, if any);

●

risks relating to motion picture production, promotion, marketing, and performance, including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content and the financial burden imposed by tariffs on motion picture production;

●

the seasonality of our revenue and working capital, which are dependent upon the timing of motion picture releases by distributors, such releases being seasonal and resulting in higher attendance and revenues generally during the summer months and holiday seasons, and higher working capital requirements during the other periods such as the first quarter;

●

intense competition in the geographic areas in which we operate among exhibitors, streaming platforms, or from other forms of entertainment;

●

certain covenants in the agreements that govern our indebtedness that limit or restrict our ability to take advantage of certain business opportunities, pay dividends, incur additional debt, pre-pay debt, and also to refinance debt and to do so at favorable terms, and such covenants that impose additional administrative and operational burdens on our business;

●

risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges;

●

general and international economic, political, regulatory, social and financial market conditions, including potential economic recession, inflation, rising interest rates, the financial stability of the banking industry, and other risks that may negatively impact discretionary income and our revenues and attendance levels;

●

our lack of control over distributors of films;

●

limitations on the availability of capital or poor financial results may prevent us from deploying strategic initiatives;

●

an issuance of preferred stock could dilute the voting power of the common stockholders and adversely affect the market value of our outstanding Common Stock;

●

limitations on the authorized number of Common Stock shares could in the future prevent us from raising additional capital through sales of Common Stock;

●

our ability to achieve expected synergies, benefits and performance from our strategic initiatives;

●

our ability to refinance our indebtedness on terms favorable to us or at all;

●

our ability to optimize our theatre circuit through new construction, the transformation of our existing theatres, and strategically closing underperforming theatres may be subject to delay and unanticipated costs;

●

failures, unavailability or security breaches of our information systems, including due to cybersecurity incidents;

●

our ability to utilize interest expense deductions will be limited annually due to Section 163(j) of the Internal Revenue Code of 1986, as amended (the “Code”), as amended by the One Big Beautiful Bill Act of 2025;

●

our ability to recognize interest deduction carryforwards, net operating loss carryforwards, and other tax attributes to reduce our future tax liability;

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●

our ability to recognize certain international deferred tax assets which currently do not have a valuation allowance recorded;

●

review by antitrust authorities in connection with acquisition opportunities;

●

risks relating to the incurrence of legal liability;

●

dependence on key personnel for current and future performance and our ability to attract and retain senior executives and other key personnel, including in connection with any future acquisitions;

●

increased costs in order to comply or resulting from a failure to comply with governmental regulation, including the General Data Protection Regulation (“GDPR”) and all other current and pending privacy and data regulations in the jurisdictions where we have operations;

●

supply chain disruptions may negatively impact our operating results;

●

the availability and/or cost of energy;

●

the market price and trading volume of our shares of Common Stock has been and may continue to be volatile, and purchasers of our securities could incur substantial losses;

●

future offerings of debt, which would be senior to our Common Stock for purposes of distributions or upon liquidation, could adversely affect the market price of our Common Stock;

●

the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including the conflict between Russia and Ukraine and other international conflicts;

●

the potential impact of financial and economic sanctions on the regional and global economy, or widespread health emergencies, such as pandemics or epidemics, causing people to avoid our theatres or other public places where large crowds are in attendance;

●

anti-takeover protections in our Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our amended and restated bylaws (the “Bylaws”) may discourage or prevent a takeover of our Company, even if an acquisition would be beneficial to our stockholders; and

●

other risks and uncertainties referenced from time to time in filings with the Securities and Exchange Commission (“SEC”).

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative but not exhaustive. In addition, new risks and uncertainties may arise from time to time. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty and we caution accordingly against relying on forward-looking statements.

Except as required by law, we assume no obligation to publicly update or revise these forward-looking statements for any reason. Actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Readers are urged to consider these factors carefully in evaluating the forward-looking statements. For further information about these and other risks and uncertainties as well as strategic initiatives, see Part I, Item 1. “Business” and Item 1A. “Risk Factors” in this Annual Report on Form 10-K.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included herein are made only as of the date of this Annual Report on Form 10-K, and we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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PART I

Item 1. Business.

General Development of Business

AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. (“Multi-Cinema”) and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Europe.

Our business was founded in Kansas City, Missouri in 1920. Holdings was incorporated under the laws of the state of Delaware on June 6, 2007. We maintain our principal executive offices at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211.

Liquidity

As of December 31, 2025, we had cash and cash equivalents of approximately $428.5 million.

During the year ended December 31, 2025, we took action to lower the future interest expense of our fixed-rate debt through debt buybacks and exchanges for equity and enhanced liquidity through equity issuances. See Note 7—Corporate Borrowings and Finance Lease Liabilities, Note 8—Stockholders’ Deficit, and Note 14—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K, for further information regarding equity issuances and debt repurchases and exchanges.

2025 Refinancing Transactions

On July 24, 2025, Muvico, LLC, a wholly-owned subsidiary of the Company (“Muvico”), issued $857.0 million aggregate principal amount of new Senior Secured Notes due 2029 (the “New 2029 Notes”) in exchange for $590.0 million aggregate principal amount of 7.5% First Lien Senior Secured Notes due 2029 (“Existing 7.5% Notes”) and $244.4 million of incremental, new money financing. On the same day, Muvico also issued $194.4 million aggregate principal amount of New Exchangeable Notes in exchange for $194.4 million aggregate principal amount of Existing Exchangeable Notes. 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. We used the new money financing from the issuance of the New 2029 Notes to fully redeem our outstanding 5.875% Senior Subordinated Notes due 2026 (the “Senior Subordinated Notes due 2026”) and our 10%/12% Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the “Second Lien Notes”) and also to pay consent fees to the Consenting Term Loan Lenders (as defined herein).

The New Exchangeable Notes were not initially exchangeable into Common Stock. At the 2025 Annual Meeting, our stockholders approved an amendment to the Company’s Certificate of Incorporation for the Authorized Share Increase which allowed for the New Exchangeable Notes to become exchangeable and lowered the interest rate to 1.5% cash interest. The Authorized Share increase also allowed for a $15.0 million consent fee payable to Consenting Existing Exchangeable Noteholders to be payable in the form of shares of Common Stock, based on a price determined based on the average of the daily volume weighted average price of our Common Stock for the sixty consecutive trading days commencing on December 22, 2025. On December 22, 2025, the Company and the holders of the New Exchangeable Notes agreed to amend the New Exchangeable Notes Indenture, among other things, to amend and restate the Exchange Rate and allow for up to $150.0 million of net proceeds from sales of at-the-market offerings. The amendments were memorialized in a supplemental indenture dated January 12, 2026 (the “New Exchangeable Notes Supplemental Indenture”). As consideration for the indenture amendments the Company will pay the New Exchangeable Noteholders a consent fee of $6.25 million payable in shares of Common Stock. The number of shares will be based on the average of the daily volume weighted average price of our Common Stock for the sixty consecutive trading days commencing on December 22, 2025.

See Note 7—Corporate Borrowings and Finance Lease Liabilities and Note—14 Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information regarding these transactions.

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We expect, from time to time, to continue to seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. We continuously monitor the capital markets and our capital structure, and may, from time to time, seek to refinance, amend or otherwise restructure our outstanding debt on an opportunistic basis. Such repurchases, refinancings, amendments, restructurings or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, the availability of authorized share capital, contractual restrictions and other factors. The amounts involved may be material, and to the extent equity is used, dilutive. For example, on February 17, 2026, we launched a financing transaction (the “Financing Transaction”) to refinance the New Term Loans and Odeon Notes due 2027 (in each case as defined herein). There can be no assurance that we will successfully enter into an agreement with respect to or complete the Financing Transaction, which is subject to, among other things, market and other conditions, and the negotiation and execution of definitive documents.

Narrative Description of Business

We are the world’s largest theatrical exhibition company and an industry leader in innovation and operational excellence. Over the course of our 100+ year history, we have pioneered many of the theatrical exhibition industry’s most important innovations. We introduced multiplex theatres in the 1960s and the North American stadium-seated megaplex theatre format in the 1990s. Most recently, we continued to innovate and evolve the movie-going experience with the deployment of our theatre renovations featuring plush, powered recliner seating and the launch of our U.S. subscription loyalty tier, AMC Stubs^® A-List (“A-List”). Our growth has been driven by a combination of organic growth through reinvestment in our existing assets and through the acquisition of some of the most significant companies in the theatrical exhibition industry.

Our business is operated in two theatrical exhibition reportable segments, U.S. markets and International markets. Substantially all of our international operations are attributed to Odeon Cinemas Group Limited (“OCGL”) and its subsidiaries, Odeon and UCI Cinemas Holdings Limited (“Odeon”) and Nordic Cinema Group Holding AB (“Nordic”).

As of December 31, 2025, we owned, leased or operated 855 theatres and 9,640 screens in 11 countries, including 533 theatres with a total of 7,072 screens in the United States and 322 theatres and 2,568 screens in European markets. We have productive assets in each of the capital cities and most densely populated areas of the countries in which we operate.

As of December 31, 2025, we were the market leader in the United States and Europe including in Sweden, Norway, and Finland, and a leading theatre operator in the United Kingdom, Ireland, Italy, Spain, Portugal, and Germany. We have operations in four of the world’s 10 largest economies, including four of the six largest European economies (the United Kingdom, Spain, Italy and Germany) as of December 31, 2025.

As of December 31, 2025, in the U.S. markets, we owned, leased or operated theatres in 41 states and the District of Columbia, with approximately 49% of the U.S. population living within 10 miles of one of our theatres. We have a diversified footprint with complementary global geographic and guest demographic profiles, which we believe gives our circuit a unique profile and offers us strategic and operational advantages while providing our studio partners with a large and diverse distribution channel. We operate some of the most productive theatres in the top markets in the United States and were the market leader in the top two markets for the year ended December 31, 2025: Los Angeles and New York. During 2025, our top five markets, in each of which we held the #1 share position, were New York, Los Angeles, Chicago, Atlanta, and Washington DC according to data provided by Comscore.

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The following table provides detail with respect to the geographic location of our theatrical exhibition circuit as of December 31, 2025:


U.S. Markets		Theatres(1)		Screens(1)
Alabama		17		222
Arizona		12		187
Arkansas		2		21
California		57		777
Colorado		13		183
Connecticut		9		104
Florida		38		588
Georgia		25		339
Idaho		1		11
Illinois		44		552
Indiana		20		264
Iowa		3		43
Kansas		8		124
Kentucky		2		40
Louisiana		7		99
Maryland		13		158
Massachusetts		11		155
Michigan		10		154
Minnesota		6		95
Missouri		9		107
Montana		5		55
Nebraska		1		14
Nevada		2		28
New Jersey		25		319
New Mexico		1		12
New York		30		322
North Carolina		19		244
North Dakota		1		9
Ohio		11		140
Oklahoma		11		131
Oregon		2		25
Pennsylvania		23		262
South Carolina		2		26
South Dakota		1		10
Tennessee		15		191
Texas		40		589
Utah		3		29
Virginia		13		173
Washington		14		171
West Virginia		1		12
Wisconsin		5		73
District of Columbia		1		14
Total U.S. Markets		533		7,072

International Markets
Denmark		2		12
Finland		29		170
Germany		21		188
Ireland		11		77
Italy		34		344
Norway		12		91
Portugal		3		42
Spain		35		411
Sweden		72		382
United Kingdom		103		851
Total International Markets		322		2,568
Total		855		9,640

(1)

Included in the above table are 64 theatres and 317 screens that we manage or in which we have a partial ownership interest. In the U.S. markets segment, we manage or have a partial interest in four theatres and 55 screens. In the International markets segment, we manage or have a partial interest in 60 theatres and 262 screens.

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Our theatrical exhibition revenues are generated primarily from box office admissions and theatre food and beverage sales. We offer consumers a broad range of entertainment alternatives including traditional film programming, private theatre rentals, independent and foreign films, performing arts, music and sports. We also offer food and beverage alternatives beyond traditional concession items, including collectible concession vessels, made-to-order meals, customized coffee, healthy snacks, beer, wine, premium cocktails, and dine-in theatre options. The balance of our revenues is generated from ancillary sources, including on-screen advertising, fees earned from our customer loyalty programs, rental of theatre auditoriums, income from gift card and exchange ticket sales, theatrical distribution, retail popcorn sales, and online ticketing fees.

Our Strategy

We are committed to maintaining a leadership position in the exhibition industry by focusing on forward-thinking initiatives for the benefit of our guests. We do this through a combination of unique marketing outreach, seamless digital technology and innovative theatre amenities designed for us to 1) be a world-class leader in customer engagement, 2) deliver the best in-person experience while at AMC theatres, 3) selectively enhance our footprint through expansion in attractive markets, investments in Premium Large Format (“PLF”) screens, and strategic closure of underperforming theatres, 4) pursue adjacent opportunities that extend the AMC brand, and 5) explore attractive acquisitions leveraging our existing capabilities and core competencies. Consistent with our history and culture of innovation, we believe our vision and relentless focus on these key elements, which apply strategic and marketing components to traditional theatrical exhibition, will drive our future success.

Be a World-Class Leader in Customer Engagement

We engage movie-goers through advances in technology and marketing activities to strengthen the bonds with our current guests and create new connections with potential customers that drive both growth and loyalty. We serve our guests, end-to-end, from before they enter our theatres, through their enjoyment of a comprehensive spectrum of film content while at our theatres and then again after the movie when they have left the theatre and are deciding what film to see the next time they visit.

In our U.S. markets, we begin the process of engagement with AMC Stubs^® (“Stubs”), our customer loyalty program, which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. There are four different Stubs tiers available: A-List, AMC Stubs Premiere™ (“Premiere”), AMC Stubs^® Premiere GO! (“Premiere GO!”), and AMC Stubs Insider™ (“Insider”).

A-List is our monthly subscription-based tier of our Stubs loyalty program. This program offers guests admission to movies at AMC up to four times per week, including multiple movies per day and repeat visits to movies. A-List also includes premium offerings including IMAX^®, Dolby Cinema™ at AMC, RealD, Prime and other PLF brands. A-List members can book tickets online in advance with reserved seating at AMC Theatres for no additional cost.

Premiere is a paid tier with a flat annual membership fee that rewards members with reward points, free food and beverage upgrades, discounted tickets on certain days of the week, priority lane access, waived ticket fees, and other various benefits.

Premiere GO! membership is earned by existing Insider members by visiting a certain number of times or earning a certain number of points within a calendar year. Premiere GO! allows members to earn additional points and other exclusive benefits.

Insider is a free tier that rewards loyal guests for their patronage of AMC theatres with reward points, discounted tickets on certain days of the week, and other various benefits.

As of December 31, 2025, we had a combined total of approximately 39 million member households enrolled in Stubs programs. Our Stubs members represented approximately 51% of our U.S. market attendance during the year ended December 31, 2025. Our large database of identified movie-goers also provides us with additional insight into our customers’ movie preferences. This enables us to have an increasingly comprehensive, more personalized and targeted marketing effort.

In our International markets, we currently have loyalty programs in all territories in which we operate. Movie-goers can earn points for spending money at the theatre, and those points can be redeemed for tickets or food and

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beverage items, depending on the program, at a later date. We currently have approximately 20 million total members in our various International loyalty and subscription programs.

Our marketing efforts expand beyond our loyalty and subscription programs. We continue to improve our customer connections through our website and mobile apps. Our mobile applications across the U.S. circuit offer the ability to order food and beverage while ordering tickets ahead of scheduled showtimes.

In June 2021, the Company launched AMC Investor Connect (“AIC”), an innovative new communication initiative to engage directly with its sizable retail shareholder base and convert shareholders into AMC customers. AIC allows our shareholders to self-identify through our website and receive special offers and important communications. As part of AIC, domestic members must sign up for a Stubs account, which includes providing additional personalized data that allows us to more precisely engage with our investor customers. As of December 31, 2025, there were approximately 1.8 million global members of AIC, which is comprised of both registered and beneficial shareholders.

In 2025, we brought Netflix content to our theatres by showing the Stranger Things series finale and KPop Demon Hunters. We are excited about the prospect of bringing more Netflix titles to moviegoers.

Deliver the Best In-Person Experience while at AMC Theatres

In conjunction with our advances in technology and marketing initiatives, and consistent with our long-term growth strategy, we plan to continue investing in our theatres to deliver the best in-person experience and take greater advantage of incremental revenue-generating opportunities, primarily through comfort and convenience innovations, imaginative food and beverage initiatives, and exciting PLF offerings.

Comfort and Convenience. Recliner seating is a key feature of many of our locations. We believe that maximizing comfort and convenience for our customers will be increasingly necessary to maintain and improve our relevance. These locations include plush, electric recliners that allow customers to deploy a leg rest and fully recline at the push of a button. These locations typically warrant increased ticket prices to reflect the enhanced consumer experience.

As of December 31, 2025, in our U.S. markets, we featured recliner seating in 368 U.S. theatres, including Dine-in-Theatres, totaling approximately 3,658 screens which represents 51.7% of total U.S. screens. In our International markets, as of December 31, 2025, we featured recliner seating in 89 International theatres, totaling 643 screens which represents 25.0% of total International screens.

Open-source internet ticketing makes AMC’s entire universe of seats in the U.S. (approximately 1 million as of December 31, 2025), for all our show times, as available as possible, on as many websites and mobile applications as possible. Our tickets are currently sold either directly at the box office or through mobile apps, at our own website and mobile app and through other third-party ticketing vendors. For the year ended December 31, 2025, approximately 73% of our tickets were purchased online in the U.S., with approximately 87% of total online tickets being purchased through our own website and mobile apps.

Imaginative Food and Beverage Initiatives. Our deployment initiatives also apply to food and beverage enhancements. We have expanded our menu of enhanced food and beverage products to include meals, healthy snacks, premium beers, wine and mixed drinks, and other gourmet products. Our long-term growth strategy calls for investment across a spectrum of enhanced food and beverage formats, ranging from simple, less capital-intensive food and beverage design improvements to the development of dine-in theatre options. We have expanded the capabilities of our online and mobile apps to include the ability to pre-order food and beverages when advanced tickets are purchased. Guests then have the items ready upon arrival and available at dedicated pick-up areas or delivered to seats at select theatres.

Our MacGuffins Bar and Lounges (“MacGuffins”) give us an opportunity to offer alcohol to our legal age customers in our U.S. markets. As of December 31, 2025, we offered alcohol in 386 theatres in our U.S. markets and 221 theatres in our International markets.

In 2025, we introduced the AMC Popcorn Pass—a new annual perk for Stubs members. For a yearly fee, members enjoy 50% off a large AMC Perfectly Popcorn every day.

Expand Movie Themed Merchandise Offerings. We offer our guests the opportunity to purchase collectible concession vessels associated with films released throughout the year. These unique items drive movie-goers to our

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theatres and increase consumer engagement. We continue to look for opportunities to further expand our collectible concession vessel offerings and other movie themed retail merchandise offerings.

Exciting Premium Large Format and Extra Large Screen Offerings. PLF auditoriums generate our highest customer satisfaction scores, and we believe the investment in PLFs increases the value of the movie-going experience for our guests, ultimately leading to additional ticket revenue. To that end, we are committed to investing in and expanding our offerings of the best sight and sound experiences through a combination of our partnerships with IMAX^® and Dolby Cinema™ and the further development of our own PLF offerings. A description of our various PLF and extra large screen offerings follows:

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IMAX^®. IMAX^® is one of the world’s leading entertainment technology companies, specializing in motion picture technologies and presentations. IMAX^®auditoriums are customized for optimal viewing experiences, using acousticians, laser-alignment and custom theatre geometry to ensure an immersive design. IMAX^®auditoriums also feature an integrated sound system and precise speaker positioning.

As of December 31, 2025, AMC was the largest IMAX^® exhibitor in the U.S., with a 56% market share. Each one of our IMAX^® local installations is protected by geographic exclusivity, and as of December 31, 2025, our IMAX^® screen count was 96% higher than our closest competitor. Additionally, as of December 31, 2025, our per-screen IMAX^®grosses were 32% higher than our closest competition. In 2025, we agreed to an expanded partnership with IMAX^®for 14 new locations and 68 system updates to be completed by 2033.

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Dolby Cinema™. Dolby Cinema™ offers a premium cinema offering for movie-goers that combines state-of-the-art image and sound technologies with inspired theatre design and comfort. Dolby Cinema™ at AMC includes Dolby Vision™ laser projection and object-oriented Dolby Atmos^® audio technology, as well as AMC’s plush power reclining seats with seat transducers that vibrate with the action on screen.

In 2025, we agreed to an expanded partnership with Dolby to add 40 new Dolby Cinema™ at AMC locations by the end of 2029.

●

SCREENX. SCREENX is the world’s first muti-projection cinema technology with an immersive 270-degree panoramic viewing experience. By extending select scenes onto the left and right walls of the auditorium, SCREENX surrounds the audience with story-enhancing visuals that cannot be replicated at home. The innovative screen format places everyone in the auditorium directly at the center of the motion picture. We have agreed to deploy 10 SCREENX locations in the U.S. with targeted completion in 2026.

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4DX. 4DX provides moviegoers with a multi-sensory cinema-going experience, allowing audiences to connect with movies through motion, vibration, water, wind, snow, lightning, scents, and other special effects that enhance the visuals on-screen. Each 4DX auditorium incorporates motion-based seating synchronized with more than 21 different effects and optimized by a team of skilled editors. We have agreed to deploy five 4DX locations in the U.S. with targeted completion in 2026.

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In-house PLF Brands. We also offer our private label PLF experience at many of our locations, with superior sight and sound technology and enhanced seating. These PLF auditoriums offer an enhanced theatrical experience for movie-goers beyond our current core theatres, at a lower price premium than IMAX^® or Dolby Cinema™. Therefore, they may be especially relevant in smaller or more price-sensitive markets.

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Extra Large (“XL”) Screens. In addition to PLF offerings, we also offer screens that are at least 40-feet wide and include 4K laser projection.

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The following table provides detail with respect to PLF screens (IMAX^®, Dolby Cinema™, SCREENX, 4DX, in-house), XL screens, 3D enabled screens, premium seating, and our enhanced food and beverage offerings as deployed throughout our circuit on December 31, 2025 and December 31, 2024:


		U.S. Markets			International Markets				Consolidated
		Year Ended			Year Ended				Year Ended
		December 31,			December 31,				December 31,
Format		2025		2024	2025		2024		2025		2024
Number of theatres:
IMAX®		185		183	38		36		223		219
Dolby Cinema™ theatres		174		167	7		7		181		174
In-house PLF		76		60	79		79		155		139
Dine-in		48		48	3		3		51		51
Premium seating		368		365	89		86		457		451
XL screens		47		—	74		60		121		60
SCREENX		1		—	6		6		7		6
3D enabled		524		531	249		265		773		796
Number of screens:
IMAX®		186		184	38		36		224		220
Dolby Cinema™ theatres		174		167	7		7		181		174
In-house PLF		80		60	82		82		162		142
Dine-in		666		666	13		13		679		679
Premium seating		3,658		3,620	643		605		4,301		4,225
XL screens		76		—	91		68		167		68
SCREENX		1		—	6		6		7		6
3D enabled		2,795		2,840	919		1,056		3,714		3,896

Laser at AMC. We launched Laser at AMC, a broadscale initiative to upgrade the projectors in at least 3,500 auditoriums throughout the U.S., with cutting-edge laser projectors. The Laser at AMC experience delivered by laser projection from Barco, a global leader in laser-powered cinema solutions, provides guaranteed light levels that are at the top end of the 2D DCI specification. This technology improves image contrast, produces more vivid colors, and maximizes brightness, compared to digital projectors with a xenon light source. We are partnering with Barco through their Cinema-as-a-Service program which requires minimal upfront capital investment by AMC. The initial agreement to install 3,500 projectors is expected to be completed by 2026, with 2,951 installations completed as of December 31, 2025.

We have also started deploying laser projectors across our international markets with 96 projectors installed as of December 31, 2025. We expect to continue to increase our laser projector installations internationally in the coming years.

Performance-Based Expansion and Strategic Closure of Theatres

Our long-term growth strategy includes the deployment of our strategic growth initiatives, opening new-build theatres and continued exploration of small acquisitions. By expanding our platform through disciplined new-build theatres and acquisitions, we are able to further deploy our proven strategic initiatives while further diversifying our customer base, leading to greater appeal for more films. The additional scale achieved through new-build theatres and acquisitions also serves to benefit our business through global procurement savings and increased overhead efficiencies. We believe that expansion offers us additional opportunities to introduce our proven guest-focused strategies to movie-goers and will generate meaningful benefits to guests, employees, studio partners and our shareholders.

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The following table sets forth our historical information concerning new builds (including expansions), acquisitions and dispositions (including permanent closures of underperforming theatres and net construction closures) and end-of-period operated theatres and screens through December 31, 2025:


					Permanent/Temporary
					(Closures)/Openings,
	New Builds		Acquisitions		net		Total Theatres
	Number of	Number of	Number of	Number of	Number of	Number of	Number of	Number of
Fiscal Year	Theatres	Screens	Theatres	Screens	Theatres	Screens	Theatres	Screens
Beginning balance							950	10,543
2021	10	82	11	140	(25)	(203)	946	10,562
2022	7	51	15	157	(28)	(296)	940	10,474
2023	—	—	6	31	(48)	(446)	898	10,059
2024	1	13	2	9	(30)	(283)	871	9,798
2025	—	—	3	36	(19)	(194)	855	9,640
	18	146	37	373	(150)	(1,422)

Pursue Adjacent Opportunities that Extend the AMC Brand

We believe there is considerable opportunity to extend and monetize the AMC brand outside of our movie theatre auditoriums. We plan to pursue opportunities that capitalize on our attractive customer base, our leading brand, our 100+ years of food and beverage expertise, and technology capabilities.

As part of that strategy, we have expanded our food and beverage business beyond theatrical exhibition and entered the multi-billion dollar popcorn industry with the launch of AMC Theatres Perfectly Popcorn in the U.S. markets.

●

We offer ready-to-eat and microwaveable AMC Theatres Perfectly Popcorn products that are available or will be available for purchase in well-known grocery stores around the country or on-line via Amazon.com.

●

Freshly popped AMC Theatres Perfectly Popcorn is available through food delivery-to-home services.

●

“To Go” packages at our theatres of freshly popped popcorn are available for takeout and/or pickup.

AMC Theatres Perfectly Popcorn is an opportunity to diversify our business and to create a new food and beverage revenue stream.

During 2024, we rolled out AMC Cinema Sweets^TM, our line of premium gourmet candy. AMC Cinema Sweets are available to moviegoers at AMC concession stands throughout the United States.

We made our inaugural foray into theatrical distribution in 2023 when we, along with our sub-distribution partners, served as the theatrical distributor for two theatrical releases: TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE: A FILM BY BEYONCÉ. During 2024, we distributed USHER: RENDEZVOUS IN PARIS and BILLIE EILISH: HIT ME HARD AND SOFT, an album listening experience. In 2025, we distributed TAYLOR SWIFT | THE OFFICIAL RELEASE PARTY OF A SHOWGIRL, the biggest album-debut event in cinema history, domestically and globally. We have the potential to capitalize on new theatrical distribution opportunities in the future which would lead to additional theatrical distribution revenue and increased admissions revenue.

Explore Attractive Acquisitions Leveraging Our Existing Capabilities and Core Competencies

As part of our plans to pursue value-enhancing initiatives that lead to diversification of our business, we will consider attractive and opportunistic acquisitions inside and outside the theatrical exhibition industry that leverage our footprint and capabilities, as well as the core competencies and experiences of our management team.

Our Competitive Strengths

We believe we have the following competitive strengths:

Leading guest engagement through digital marketing and technology platforms. Through our Stubs loyalty programs, we have developed a customer database of approximately 39 million households, representing an estimated 78 million individuals. Our digital marketing and technology platforms allow us to engage with these customers frequently,

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efficiently and on a very personalized level. We believe personalized data drives increased engagement, resulting in higher attendance.

Leading market share in important, affluent and diverse markets. As of December 31, 2025, across our three biggest metropolitan markets in the United States—New York, Los Angeles and Chicago, representing 17% of the country’s total box office—we held a 45% combined market share. We operated theatres located in the top 25 U.S. markets, holding the #1 or #2 position in 18 of those 25 markets based on box office revenue. As of December 31, 2025, we were the market leader in Sweden, Norway, and Finland; the #2 operator in the United Kingdom, Ireland, Italy, Spain and Portugal, and the #4 operator in Germany. We believe our strong presence in these top markets makes our theatres highly visible and therefore strategically more important to content providers, who rely on the large audiences and marketing momentum provided by major markets to drive opinion-making and deliver a movie’s overall box office results.

We also have a diversified footprint with complementary global geographic and guest demographic profiles. We have theatres in more densely populated major metropolitan markets, where there is also a scarcity of attractive retail real estate opportunities, as well as complementary suburban and rural markets. Guests from different demographic and geographic profiles have different tastes in movies, and we believe by broadening our geographic base, we can help mitigate the impact of film genre volatility on our box office revenues.

Well located and highly productive theatres. Our theatres are generally located in the top retail centers across the U.S. We believe this provides for long-term visibility and higher productivity and is a key element in the success of our enhanced food and beverage and more comfort and convenience initiatives. Our location strategy, combined with our strong major market presence, enable us to deliver industry-leading theatre-level productivity. During the year ended December 31, 2025, 8 of the 10 highest grossing theatres in the U.S. were AMC theatres, according to data provided by Comscore. During the same period, AMC’s U.S. markets average total revenues per theatre was approximately $7.0 million. This per unit productivity is important not only to content providers, but also to developers and landlords, for whom per location and per square foot sales numbers are critical measures.

Our AMC Classic branded theatres are located primarily in smaller, suburban and rural markets, which affects total revenues per theatre. However, in general, theatres located in smaller suburban and rural markets tend to have less competition and a lower cost structure.

In our International markets, many theatres are located in top retail centers in major metropolitan markets with high visibility. We believe that deploying our proven strategic initiatives in these markets will help drive attendance and greatly improve productivity. Other theatres are in larger and mid-sized cities and towns in affluent regions.

Deployment of unique pricing structures to enhance revenue. We have developed a dedicated pricing department and, as a result, we have deployed several different strategic pricing structures that have increased revenue and profitability.

Sources of Revenue

Box Office Admissions and Film Content. Box office admissions are our largest source of revenue. We predominantly license theatrical films from distributors owned by major film production companies and from independent distributors on a film-by-film and theatre-by-theatre basis. Film exhibition costs are based on a share of admissions revenues and are accrued based on estimates of the final settlement pursuant to our film licenses. These licenses typically state that rental fees are based on the box office performance of each film, though in certain circumstances and less frequently, our rental fees are based on a mutually agreed settlement rate that is fixed. In some European territories, film rental fees are established on a weekly basis and some licenses use a per capita agreement instead of a revenue share, paying a flat amount per ticket.

During the year ended December 31, 2025, films licensed from our seven largest movie studio distributors based on revenues accounted for approximately 83% of our U.S. admissions revenues, which consisted of Disney, Warner Bros., Universal, Sony, Paramount, 20th Century Studios, and Lionsgate Films. In Europe, approximately 76% of our box office revenue came from films attributed to our five largest movie distributor groups, which consisted of

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Disney, Universal, Warner Bros., Paramount, and Sony. Our revenues attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor’s films in any given year.

During 2023 we, along with our sub-distribution partners, served as the theatrical distributor for two theatrical releases: TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE: A FILM BY BEYONCÉ. During 2024, we distributed USHER: RENDEZVOUS IN PARIS and BILLIE EILISH: HIT ME HARD AND SOFT, an album listening experience. In 2025, we distributed TAYLOR SWIFT | THE OFFICIAL RELEASE PARTY OF A SHOWGIRL, the biggest album-debut event in cinema history, domestically and globally. The distribution business is a newer source of revenue.

Food and Beverage. Food and beverage sales are our second largest source of revenue after box office admissions. We offer enhanced food and beverage products that include meals, healthy snacks, premium liquor, beer and wine options, and other gourmet products. Our long-term growth strategy calls for investment across a spectrum of enhanced food and beverage formats, ranging from simple, less capital-intensive food and beverage menu improvements to the development of dine-in options.

We currently operate 48 Dine-In-Theatres in the U.S. and three Dine-In-Theatres in Europe that deliver chef-inspired menus with seat-side or delivery service to luxury recliners with tables. Our recent Dine-In-Theatre concepts are designed to capitalize on the latest food service trend, the fast and casual eating experience.

MacGuffins give us an opportunity to offer alcohol to our legal age customers in our U.S. markets. As of December 31, 2025, we offered alcohol in approximately 386 theatres in our U.S. markets and 221 theatres in our International markets and continue to explore expansion globally.

We offer ready-to-eat and microwaveable AMC Theatres Perfectly Popcorn products that are available for purchase in well-known grocery stores around the country or on-line via Amazon.com. During 2024, we rolled out AMC Cinema Sweets^TM, our line of premium gourmet candy. AMC Cinema Sweets are available to moviegoers at AMC concession stands throughout the United States.

Theatrical Exhibition Industry and Competition

U.S. markets. In the U.S., the movie exhibition business is large and mature. We believe it is the quality of the movie-going experience that will define our future success. Whether through enhanced food and beverage options (Food and Beverage Kiosks, Marketplaces, Coca-Cola Freestyle, MacGuffins or Dine-in-Theatres), more comfort and convenience (recliner seating, open-source internet ticketing, reserved seating), engagement and loyalty (AMC Stubs®, mobile apps, social media, or AIC) or sight and sound (digital and laser projection, 3D, Dolby Cinema™ at AMC, IMAX®, SCREENX, 4DX, or other PLF screens), it is the ease of use and the amenities that these innovations bring to customers that we believe will help drive sustained profitability in the years ahead.

Preliminary estimates indicate that North American box office revenues were approximately $8.9 billion for 2025, up approximately 1.5% compared with 2024.

The following table represents information about the U.S./Canada exhibition industry obtained from the National Association of Theatre Owners, with the exception of box office revenues for calendar years 2024, 2023, 2022, and 2021 obtained from Comscore. See Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7 of this Form 10-K for information regarding our operating data:


		Box Office					Average
		Revenues			Attendance		Ticket
Calendar Year		(in millions)			(in millions)		Price
2024		$	8,746		760		$	11.51
2023			9,034		833			10.84
2022			7,454		708			10.53
2021			4,544		447			10.17
2020			2,205		240			9.18
2019			11,400		1,244			9.16
2018			11,880		1,304			9.11
2017			11,091		1,236			8.97
2016			11,372		1,314			8.65

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Based on information obtained from Comscore, we believe that the three largest exhibitors, in terms of U.S./Canada box office revenue (AMC, Regal Entertainment Group, and Cinemark Holdings, Inc.) generated approximately 54% of the box office revenues in 2025.

International markets. Movie-going is a popular leisure activity with high penetration across key geographies in our International markets. Theatre appeal has proven resilient to competition for consumers’ leisure spending and to recessionary periods. The European market lags the U.S. market across a number of factors, including annual spend per customer, number of IMAX^® screens, and screens per capita, which causes us to believe that the deployment of our customer initiatives will be successful in these markets. Additionally, our European markets are more densely populated and operate with fewer screens per one million people, making the screens more valuable.

U.S. films generate the majority of the box office in Europe, but movie-goers in specific geographies also welcome locally produced films with local actors and familiar story lines which can mitigate film genre attendance fluctuations.

The following table provides information about the exhibition industry attendance for the International markets where we operate obtained from territory industry trade sources; see Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7 of this Form 10-K for information regarding our operating data:


	Calendar Year
(In millions)	2025	2024	2023	2022	2021
United Kingdom	123.5	126.5	124.4	117.5	74.6
Germany	91.3	89.0	96.3	78.6	42.5
Spain	65.1	71.0	75.9	59.8	41.5
Italy	71.6	74.5	75.0	47.9	26.6
Sweden	9.7	10.4	11.8	10.4	6.1
Ireland	10.6	11.8	11.6	10.7	6.1
Portugal	10.6	11.4	11.2	9.2	5.3
Norway	8.4	8.1	9.3	8.8	5.6
Finland	6.3	6.8	7.2	5.8	3.4
Total	397.1	409.5	422.7	348.7	211.7

Competition. Our theatres are subject to varying degrees of competition in the geographic areas in which they operate. Competition is often intense with respect to attracting patrons, licensing motion pictures and finding new theatre sites. Where real estate is readily available, it is easier to open a theatre near one of our theatres, which may adversely affect operations at our theatre. However, in certain of our densely populated major metropolitan markets, we believe a scarcity of attractive retail real estate opportunities enhances the strategic value of our existing theatres. We also believe the complexity inherent in operating in these major metropolitan markets is a deterrent to other less sophisticated competitors, protecting our market share position.

The theatrical exhibition industry faces competition from other forms of out-of-home entertainment, such as concerts, amusement parks and sporting events, and from other distribution channels for filmed entertainment, such as video streaming services, premium video on demand (“PVOD”), cable television, pay-per-view, and home video systems, as well as from all other forms of entertainment.

We believe movie-going is a compelling consumer out-of-home entertainment experience. Movie theatres currently garner a relatively small share of overall consumer entertainment time and spend, and our industry benefits from available capacity to satisfy additional consumer demand.

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Seasonality

Our revenues are dependent upon the timing of motion picture releases by distributors. The most marketable motion pictures are usually released during the summer and the year-end holiday seasons. Therefore, our business is seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons.

Regulatory Environment

Our theatres in the U.S. must comply with Title III of the Americans with Disabilities Act (“ADA”). Compliance with the ADA requires that public accommodations, including websites and mobile apps for such accommodations, be accessible to individuals with disabilities and that new construction or alterations are made to conform to accessibility guidelines. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, and awards of damages to private litigants and additional capital expenditures to remedy such noncompliance. As an employer covered by the ADA, we must make reasonable accommodations to the limitations of employees and qualified applicants with disabilities, provided that such reasonable accommodations do not pose an undue hardship on the operation of our business. In addition, many of our employees are covered by various government employment regulations, including minimum wage, overtime and working conditions regulations. In Europe, all territories have similar national regulations relating to disabilities.

Our operations also are subject to federal, state and local laws regulating such matters as construction, renovation and operation of theatres, as well as wages and working conditions, citizenship, health and sanitation requirements, consumer and employee privacy rights, and licensing, including alcoholic beverage sales. We believe our theatres are in material compliance with such requirements.

We own and operate theatres and other properties in the United States, United Kingdom, Spain, Italy, Germany, Portugal, Ireland, Sweden, Finland, Norway, and Denmark, which are subject to various federal, state and local laws and regulations. Certain of these laws and regulations, including those relating to environmental protection, may impose joint and several liability on certain statutory classes of persons for the costs of investigation or remediation of contamination, regardless of fault or the legality of original disposal. We believe our theatres are in material compliance with such requirements.

Additionally, there are multiple sustainability and Environmental, Social, and Governance (“ESG”) disclosure regulations taking effect in the next several years in the United States and Europe, including the California Climate Accountability Package, the Corporate Sustainability Reporting Directive, and numerous city, county, and state regulations covering commercial building energy usage and emissions.

Human Capital Resources

Our People. AMC promotes a healthy culture where people are encouraged to achieve their personal best and work together with integrity and openness to change. AMC associates are core to our commitment to deliver the best theatrical experience in the world. They uphold AMC’s mission of focusing on the guest experience where excellent customer service is complemented with amazing food and beverage, comfort, and premium sight and sound.

As of December 31, 2025, we employed a total of 33,311 associates consisting of 2,931 full-time and 30,380 part-time associates, down from a total of 33,382 associates consisting of 2,915 full-time and 30,467 part-time associates as of December 31, 2024. Among our 33,311 associates, we employed 23,777 in the United States and 9,534 in our International markets.

Talent Acquisition, Development and Retention. Critical to our operation is the hiring, development, and retention of qualified associates who support our guest-focused mission. Acquiring the right talent at speed and scale is a core capability that we regularly monitor and manage, given the need to rapidly staff our frontline operations at certain times of the year. Once hired, we train for success, creating experiences and programs that promote performance, growth, and long-term career opportunities. Programs such as the Leadership Academy, Leadership Institute for Tomorrow, and Hallmark at AMC, along with Incredible Leadership at Odeon, are designed to upskill and enhance managerial capability, facilitate quality execution of our business initiatives, drive guest satisfaction, and increase return on investment.

We continue to advance the accessibility and consistency of our leadership development efforts by embracing training through virtual conferencing tools. Through our internally developed virtual instructors, we provide engaging

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and scalable development experiences that reach qualified associates across all locations. Furthermore, our training includes compulsory modules that meet regulatory requirements, policy enforcement and best practices to adhere to employment laws, practical tactics for safety and security, and compliance with anti-corruption regulations. Our measures to maintain a holistic view of the associate experience support the needs of our associates through engagement opportunities, including recognition programs and events.

Belonging for All. Belonging for All is a core cultural value and key driver to our success. AMC’s commitment to fostering Belonging for All enables us to maintain a global workforce as diverse as the guests we serve and the movies we show on our screens. Through a multi-channel approach, we promote cultural humility and provide continuous learning opportunities that directly contribute to business performance. AMC is guided by six advisory councils, which help shape a workplace where all employees are encouraged to bring their authentic selves to work and contribute to our success. By appointing officers as Executive Sponsors of these councils, we ensure senior leadership and accountability. Odeon maintains nine advisory forums across Europe that reflect the diversity of the communities it serves and support engagement on a broad range of associate needs. This approach has enhanced openness, reinforced the value of diversity, and strengthened our business outcomes. Our culture thrives as we embrace diversity and lead with fairness, creating a more inclusive workplace for all.

Additionally, our work has been recognized externally: AMC earned certification as a Great Place to Work from 2024 through 2026, achieved 11 consecutive years as one of the Best Places to Work for disability inclusion through the Disability Equality Index, was named one of Forbes Best Large Employers 2025 and Best Employers for Women from 2024 through 2025, recognized by Newsweek in 2025 as one of America’s Best of the Best, awarded by Time Magazine from 2024 through 2025 as America’s Best Companies in the Mid-Size category, and commended as a 50/50 Women on Boards.

Compensation, Benefits, Safety and Wellness. We offer market competitive salaries and wages, generally targeting market median, to attract and retain qualified talent. Our compensation programs are designed to drive engagement and support business objectives through pay-for-performance and incentive opportunities that reward the achievement of operational and financial goals. As part of our ongoing efforts to monitor and maintain pay equity, we partner with advisory companies to conduct statistical pay analysis using industry best practices to ensure pay programs are administered equitably. We also use the services of independent compensation consulting firms to advise on matters including market competitiveness and program design.

In addition, we prioritize and invest in our associate’s health and welfare. Our “LiveWell” philosophy is based on a whole person approach to physical, fiscal, and emotional wellness tailored to the diverse needs of our global workforce in each country we operate. Examples include global Employee Assistance Programs, Cuckoo application, and Mental Health First Aiders training. Comprehensive health and welfare benefits for eligible associates are supplemented with specific programs to manage or improve common health conditions, a variety of voluntary benefits to satisfy individual needs, and paid time off.

Our commitment to the safety and health of our associates continues to be a top priority as demonstrated by our ongoing professional training and awareness campaigns. All Theatre Support Center and Theatre Leadership associates complete in-person and online courses focused on professionalism, safety, and security that meet or exceed regulatory requirements and best practices as determined by the Equal Employment Opportunities Commission, Payment Card Industry, SEC, and Sarbanes-Oxley Act.

Available Information

We make available free of charge on our website (www.amctheatres.com) under “Investor Relations” / Financial Performance”/ “SEC Filings,” annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy materials on Schedule 14A and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials with the SEC. The contents of our website are not incorporated into this report. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information about the Company.

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Information about our Executive Officers

The following table sets forth certain information regarding our executive officers and key employees as of February 23, 2026:


Name		Age		Position(s) Held
Adam M. Aron		71		Chairman of the Board, Chief Executive Officer and President
Sean D. Goodman		60		Executive Vice President, International Operations, Chief Financial Officer and Treasurer
Daniel Ellis		57		Executive Vice President, Chief Operations and Development Officer
Nikkole Denson-Randolph		54		Senior Vice President, U.S. Chief Content Officer
Ellen Copaken		49		Senior Vice President, Business Development
Chris A. Cox		59		Senior Vice President, Chief Accounting Officer
Carla C. Chavarria		60		Senior Vice President, Chief Human Resources Officer
Edwin Gladbach		53		Senior Vice President, General Counsel and Secretary
Mark Way		54		President, AMC Europe & Managing Director, Odeon Cinema Group

All our current executive officers hold their offices at the pleasure of our board of directors, subject to rights under their respective employment agreements in some cases. There are no family relationships between or among any executive officers.

Mr. Adam Aron has served as Chief Executive Officer, President and a director of the Company since January 2016, and as Chairman of the Board since July 2021. From February 2015 to December 2015, Mr. Aron was Chief Executive Officer of Starwood Hotels and Resorts Worldwide, Inc. and served on its board of directors from 2006 to 2015. Since 2006, Mr. Aron also has served as Chairman and Chief Executive Officer of World Leisure Partners, Inc., which he founded and which serves as a personal consultancy for matters related to travel and tourism, high-end real estate development, and professional sports. Mr. Aron served as Chief Executive Officer and Co-Owner of the Philadelphia 76ers from 2011 to 2013, and remained an investor in the team through early 2023. From 2006 to 2015, Mr. Aron served as Senior Operating Partner of Apollo Management L.P., a leading private equity investor. During the past ten years, Mr. Aron has previously served on the board of directors of Norwegian Cruise Line Holdings, Ltd., Centricus Acquisitions Corp, Prestige Cruise Holdings Inc., and HBSE (which is a private company that owns the NHL’s New Jersey Devils and the NBA’s Philadelphia 76ers). Mr. Aron received a Master’s of Business Administration degree with distinction from The Harvard Business School and a Bachelor of Arts degree cum laude from Harvard College. Mr. Aron brings to the Board significant business and executive leadership experience, including valuable insight into consumer services. In a variety of industries, he has more than 30 years of experience as a Chief Executive Officer, more than 35 years of experience as a corporate director, and more than 45 years of consumer-engagement experience.

Mr. Sean D. Goodman is AMC’s Executive Vice President, Chief Financial Officer and Treasurer. Mr. Goodman’s areas of responsibility at AMC include international operations, information technology, and procurement. Prior to joining AMC in December 2019, Mr. Goodman was the Chief Financial Officer of Fortune 500 retailer Asbury Automotive Group, Inc.. Earlier in his career, Mr. Goodman held Chief Financial Officer roles at Unifi, Inc. and Landis+Gyr, AG. In addition, Mr. Goodman served in strategy and finance leadership roles at Fortune 20 retailer The Home Depot, Inc. Mr. Goodman began his career as an investment banker with Morgan Stanley, Inc. and in various consulting and accounting positions with Deloitte LLP. Mr. Goodman has a Master’s of Business Administration degree from The Harvard Business School and a Bachelor of Business Science Degree (with honors) from the University of Cape Town in South Africa. Mr. Goodman is a certified public accountant.

Mr. Daniel Ellis has served as the Executive Vice President, Chief Operations and Development Officer since March 2022. From March 2020 to March 2022, he served as Senior Vice President Development & International. From December 21, 2016 to March 2020, he served as Senior Vice President, Domestic Development. From August 2011 until December 2016, Mr. Ellis was Senior Vice President, General Counsel and Secretary of Carmike Cinemas, Inc. From 1999 until 2011, Mr. Ellis served in several roles with Lodgian, Inc., including as President, Chief Executive Officer, and a member of the Board of Directors from 2009 through 2010 and Senior Vice-President, General Counsel and Secretary from 2002 through 2009. Prior to joining Lodgian, Mr. Ellis was engaged in private law practice and also served as an Assistant District Attorney for the State of Georgia. Mr. Ellis holds a Bachelor of Business Administration from Georgia Southern University, a Master’s of Business Administration from Mercer University, and a Juris Doctorate degree from the University of Mississippi.

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Ms. Nikkole Denson-Randolph has served as AMC's Senior Vice President, U.S. Chief Content Officer since February 2025, overseeing AMC’s U.S. film programming, content acquisition, and movie strategy initiatives, along with AMC’s studio and creative community relationships. Prior to her current position, Ms. Denson-Randolph served as AMC’s Senior Vice President of Content Strategy & Inclusive Programming from 2020 to 2025, Vice President of Content Strategy & Inclusive Programming from 2018 to 2020, and Vice President, Alternative & Special Content from 2009 until 2018. Before joining AMC, Ms. Denson-Randolph served as the Director of Business Development for Starbucks Coffee Company’s entertainment group from 2004 to 2009. Ms. Denson-Randolph also previously served as President of Magic Johnson Entertainment and Vice President of Magic Johnson Enterprises. She earned her Bachelor of Arts from the University of California at Davis. In 1995, she obtained a Doctor of Jurisprudence from The University of San Francisco and has been a member of the California State Bar since 1996.

Ms. Ellen Copaken has served as Senior Vice President, Business Development since November 2025 where she focuses on partnerships and new revenue channels. She most recently served as Senior Vice President, Marketing of AMC from August 2023 to November 2025. Between February 2022 and August 2023, Ms. Copaken served as Vice President, Growth Strategy and led all aspects of AMC’s Perfectly Popcorn home popcorn product launch. Prior to joining AMC, Ms. Copaken served as Partner at global innovation consulting firm, Sterling Rice Group, where she led client relationships and growth strategy engagements in foodservice, retail, consumer package goods and hospitality industries. Previously, she worked in marketing leadership roles for Frito-Lay, PepsiCo and Hostess Brands in general management, innovation and brand management. During her time in the consumer-packaged goods industry, she launched dozens of new food and beverage products in grocery, retail and restaurant/foodservice. Ms. Copaken has a Bachelor of Arts from University of Pennsylvania and a Master’s of Business Administration from The Wharton School.

Mr. Chris A. Cox has served as Senior Vice President, Chief Accounting Officer of AMC since June 2010. Prior thereto Mr. Cox served as Vice President and Chief Accounting Officer since May 2002. Prior to May 2002, Mr. Cox had served as Vice President and Controller since November 2000. Previously, Mr. Cox had served as Director of Corporate Accounting for the Dial Corporation from December 1999 until November 2000. Prior to Dial Corporation, Mr. Cox held various positions at PwC LLP. Mr. Cox holds a Bachelor of Business Administration in Accounting and Finance degree from the University of Iowa.

Ms. Carla C. Chavarria has served as Senior Vice President, Chief Human Resources Officer of AMC since January 2019 and Senior Vice President, Human Resources of AMC since January 2014. Ms. Chavarria served as Vice President, Human Resources Services from September 2006 to January 2014. Prior thereto, Ms. Chavarria served as Vice President, Recruitment and Development from April 2005 to September 2006. Ms. Chavarria’s prior experience includes human resources manager and director of employment practices. Ms. Chavarria holds a B.S. from The Pennsylvania State University.

Mr. Edwin Gladbach has served as Senior Vice President, General Counsel & Secretary of AMC since October 2025. He was previously Vice President, Interim General Counsel & Secretary of AMC from March 2025 until October 2025 and Vice President, Legal and Assistant Secretary from February 2009 until March 2025. Prior to joining AMC, Mr. Gladbach was Senior Counsel at Interstate Bakeries Corporation, the maker of Wonder bread and Hostess snack cakes, and an associate at the law firm of Shook, Hardy & Bacon LLP. Mr. Gladbach holds a Bachelor of Science degree in Agricultural Economics and a Juris Doctorate from the University of Missouri—Columbia.

Mr. Mark Way has served as Managing Director for Odeon Cinemas Group and President of AMC Europe, based in London, since December 2016, being appointed immediately following the acquisition by AMC. Prior to taking on this role, Mr. Way served as Chief Financial Officer for Odeon & UCI Cinemas from September 2014 when he joined the business. Before Odeon, he spent 17 years in a variety of senior finance and development roles at Hilton Worldwide. This included serving as Senior Vice President Finance Global Operations from 2009 to 2014 and SVP Finance International Operations from 2006 to 2009. Mr. Way is a Chartered Accountant having qualified with Deloitte where he spent the early part of his career and graduated from Oxford University with a BA Hons after studying Politics, Philosophy and Economics.

Item 1A. Risk Factors.

The following is a summary list of risk factors:

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Financial Risks

●

absent significant increases in revenues and attendance, our ability to obtain additional liquidity, which if not realized or is insufficient, likely would result in us seeking an in-court or out-of-court restructuring of our liabilities, and in the event of such future liquidation or bankruptcy proceeding, holders of our Common Stock and other securities would likely suffer a total loss of their investment;

●

our substantial level of indebtedness and our current liquidity constraints could adversely affect our financial condition and our ability to service our indebtedness, to pre-pay debt, and to refinance debt and to do so with comparable interest rates or other favorable terms, and our ability to take advantage of certain business opportunities, which could negatively impact the ability of investors to recover their investment in our Common Stock;

●

risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges;

●

limitations on the availability of capital or poor financial results may prevent us from deploying strategic initiatives; and

●

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

Operational Risks

●

risks relating to motion picture production and theatrical performance, including increases in alternative film delivery methods, including streaming services or other forms of entertainment;

●

intense competition in the geographic areas in which we operate among exhibitors or from other forms of entertainment;

●

our lack of control over distributors of films;

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shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming platforms on the same date, and the production and theatrical release of fewer movies as a consequence of labor stoppages, increased cost of production, decreased consumer demand, or changes in strategic focus of studios;

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failures, unavailability or security breaches of our information systems;

●

dependence on key personnel for current and future performance and our ability to attract and retain senior executives and other key personnel, including in connection with any future acquisitions;

●

supply chain disruptions, labor shortages, and inflation may negatively impact our operating results;

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our ability to achieve expected synergies, benefits and performance from our strategic theatre acquisitions and strategic initiatives;

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the availability and/or cost of energy in Europe may negatively impact our operating results;

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optimizing our theatre circuit through new construction and the transformation of our existing theatres may be subject to delay and unanticipated costs;

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the risk of severe weather events or other events caused by climate change disrupting or limiting operations; and

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incorporating artificial intelligence technologies into some of our operations, which may present operational and reputational risks.

Regulatory Risks

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general and international economic, political, regulatory, social and financial market conditions, including potential economic recession, inflation, and other risks that may negatively impact the discretionary income of moviegoers and our operating revenues and attendance levels;

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increased costs in order to comply or resulting from a failure to comply with governmental regulation, including the GDPR and all other current and pending privacy and data regulations in the jurisdictions where we have operations;

●

changes in tax rates, adoption of new tax legislation, and disagreements with tax authorities;

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legal regimes governing our international business operations could require insolvency proceedings;

●

review by antitrust authorities in connection with acquisition opportunities; and

●

the potential for political, social, or economic unrest, trade disputes, terrorism, hostilities, cyber-attacks or war, including the conflict between Russia and Ukraine and other international conflicts.

Risks Related to our Shares

●

there has been significant recent dilution and there may continue to be additional future dilution of our Common Stock, which could adversely affect the market price of shares of our Common Stock;

●

the market prices and trading volumes 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;

●

the risk of a “short squeeze” due to a sudden increase in demand for shares of our Common Stock that largely exceeds supply and/or focused investor trading in anticipation of a potential short squeeze has led to, may be currently leading to, and could again lead to, extreme price volatility in shares of our Common Stock;

●

there is no guarantee that our retail stockholders will continue to support AMC in the future, and negative sentiment among AMC’s retail stockholder base in the future could have a material adverse impact on the market price of the Common Stock and investor’s investment therein;

●

information available in public media that is published by third parties, including blogs, articles, online forums, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate;

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future offerings of debt, which would be senior to our Common Stock upon liquidation, and/or other preferred equity securities, which may be senior to our Common Stock for purposes of distributions or upon liquidation, could adversely affect the market price of our Common Stock;

●

anti-takeover protections in our Certificate of Incorporation and our Bylaws may discourage or prevent a takeover of our Company, even if an acquisition would be beneficial to our stockholders;

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an issuance of preferred stock could dilute the voting power of the common stockholders and adversely affect the market value of our Common Stock; and

●

increases in market interest rates may cause potential investors to seek higher returns and therefore reduce demand for our Common Stock, which could result in a decline in the market price of our Common Stock.

Financial Risks

In the absence of significant increases in revenues and attendance from current levels, or obtaining significant additional sources of liquidity, an investment in our Common Stock is highly speculative; holders of our Common Stock could suffer a total loss of their investment.

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, 2025 Compared to the Year Ended December 31, 2024 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 flows from operating 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 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

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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 flows from operating 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 have had an impact upon the production pipeline for theatrical releases in the past and, to the extent they occur again, may impact movie production in the future. New collective bargaining agreements with 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.

In the event the Company’s revenues do not increase to at least pre-COVID-19 levels, we would seek to negotiate with creditors changes to our balance sheet liabilities and continue to take steps to reach agreements with our landlords to reduce or abate our rent obligations. Ultimately, if revenues do not improve and we are unsuccessful in restructuring our liabilities, we would face the risk of a future liquidation or bankruptcy proceeding, in which case holders of the Company’s Common Stock would likely suffer a total loss of their investment.

Our substantial level of indebtedness and liquidity constraints could adversely affect our financial condition and our ability to service our indebtedness, which could negatively impact an investor’s ability to recover their investments in the Common Stock.

We have a substantial amount of indebtedness, which requires significant interest payments. As of December 31, 2025, the carrying value of our corporate borrowings and finance lease liabilities were $4,038.5 million ($4,024.2 million aggregate principal amount) and $52.5 million, respectively. As of December 31, 2025, we also had approximately $4.0 billion of discounted rental payments under operating leases (with a weighted average remaining lease term of 7.7 years).

Our substantial level of indebtedness and the current constraints on our liquidity could have important consequences, including the following:

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we must use a substantial portion of our cash flows from operating activities to pay interest and principal on our indebtedness, which reduces or will reduce funds available to us for other purposes such as working capital, capital expenditures, other general corporate purposes and potential acquisitions;

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our ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;

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we are exposed to fluctuations in interest rates because our term loans have variable rates of interest;

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our leverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in responding to current and changing industry and financial market conditions;

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there are significant constraints on our ability to incur additional debt; and

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we may be more vulnerable to economic downturn and adverse developments in our business.

We and our subsidiaries may be able to incur additional indebtedness in the future, subject to the restrictions and compliance obligations contained in the agreements governing our indebtedness. To the extent new

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indebtedness is added to our debt levels, including as a result of satisfying interest payment obligations on certain of our indebtedness with payments-in-kind, the related risks that we now face could intensify.

Our ability to meet our expenses, to remain in compliance with our covenants under our debt instruments and to make future principal and interest payments in respect of our debt depends on, among other factors, our operating performance, competitive developments and financial market conditions, all of which are significantly affected by financial, business, economic and other factors outside of our control. A failure to comply with our covenants or to make required payments under one debt instrument could trigger cross-default provisions under other debt agreements, potentially accelerating the repayment of a significant portion of our outstanding debt. Given current industry and economic conditions, our cash flow may not be sufficient to allow us to pay principal and interest on our debt and meet our other obligations.

To the extent our relationship with lenders is negatively affected by disputes that may arise from time to time, it may be more difficult to seek covenant relief, if needed, or to raise additional funds in the future.

We may incur future impairment charges to goodwill, other intangibles, or long-lived assets and future theatre and other closure charges.

We have a significant amount of goodwill on our balance sheet as a result of acquisitions. As of December 31, 2025, goodwill recorded on our consolidated balance sheet totaled $2,416.1 million. If the market price of our Common Stock declines, if the fair value of our debt declines, or if other events or circumstances change that would more likely than not reduce the fair value of our reporting units below their respective carrying value, all or a portion of our goodwill may be impaired in future periods.

We review long-lived assets, goodwill, indefinite-lived intangible assets and other intangible assets and theatre assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The review for goodwill compares the fair value for each of our reporting units to their associated carrying value. Factors that could lead to impairment of goodwill and intangible assets include adverse industry or economic trends, reduced estimates of future cash flows, and declines in the market price of our Common Stock or declines in the fair value of our debt. Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and projections of future operating performance, including estimating the fair value of our corporate borrowings and finance lease liabilities. We may be required to record future charges to earnings during the period in which an impairment of goodwill or intangible assets is determined to exist. During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, we recorded impairment of long-lived asset charges of $43.5 million, $72.3 million, and $106.9 million, respectively. The assets impaired during year 2025 included 47 theatres in the U.S. markets with 560 screens and 20 theatres in the International markets with 159 screens. We did not record any goodwill non-cash impairment charges during the years ended December 31, 2025, December 31, 2024, and December 31, 2023 as we determined it was not more likely than not that the fair value of our reporting units was below their respective carrying values.

Limitations on the availability of capital and reductions to capital expenditures may delay or prevent deployment of strategic initiatives.

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 $246.1 million, $245.5 million, and $225.6 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively. We estimate that our cash outflows for capital expenditures, net of lease incentives, will be approximately $175.0 million to $225.0 million for the year ending December 31, 2026 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.

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We are currently not paying dividends and in the future may not generate sufficient cash flows or have sufficient restricted payment capacity under our 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 activities. Our ability to pay dividends to our stockholders in the future is subject to the terms of our Credit Agreement (as defined herein) and the indentures governing our indebtedness. Our cash flows from operating activities 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:

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we are not legally or contractually required to pay dividends;

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even if we determine to resume paying cash dividends, the actual amount of dividends distributed and the decision to make any distribution is entirely at the discretion of our board of directors and future dividends, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, business opportunities, provisions of applicable law and other factors that our board of directors may deem relevant;

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the inability to deduct all or significant portions of our interest expense for tax purposes, will ultimately increase the need to generate revenues to support our capital structure;

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the amount of dividends distributed is and will be subject to contractual restrictions under the restrictive payment covenants contained in the Credit Agreement, the indentures governing our debt securities and the terms of any other outstanding or future indebtedness incurred by us or any of our subsidiaries; and

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the amount of dividends distributed is subject to state law restrictions.

Operational Risks

Our business depends on motion picture production and performance and is subject to intense competition, including increases in alternative film delivery methods or other forms of entertainment.

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–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.

Motion picture production is highly dependent on labor that is subject to various collective bargaining agreements. Studios are party to collective bargaining agreements with a number of labor unions, and failure to reach timely agreements or renewals of existing agreements, may further affect the production and supply of theatrical motion picture content. Use of artificial intelligence (“AI”) technology in the filmmaking process has been a significant issue in

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recent negotiations between the film studios that supply the movies we exhibit and the various labor unions involved in the filmmaking process, including the writers and screen actors guilds. If studios and labor unions are unable to agree on the parameters of AI technology utilization in the filmmaking process, it could negatively impact the supply of movies available for exhibition in our theatres. Additionally, audience acceptance of movies made utilizing AI technology is not known.

Our theatres are subject to varying degrees of competition in the geographic areas in which we operate. Competitors may be multi–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 securing or retaining desirable locations.

We also compete with other film and content delivery methods, including video streaming, network, syndicated cable and satellite television, as well as video-on-demand, pay-per-view services, subscription streaming services, and social media platforms. We also compete for the public’s leisure time and disposable income with other forms of entertainment, including sporting events, video gaming, social media, amusement parks, live music concerts, live theatre, and restaurants. In addition, new technology, including generative AI, is evolving rapidly and our ability to compete could be adversely affected if our competitors gain an advantage by using such technologies. An increase in the popularity of these alternative film delivery methods and other forms of entertainment could reduce attendance at our theatres, limit the prices we can charge for admission and materially adversely affect our business and results of operations.

We rely on distributors of motion pictures, over whom we have no control, for the films that we exhibit, and our business may be adversely affected if our access to motion pictures is limited or delayed.

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 83% of our U.S. markets’ box office revenues in 2025 and five movie studio distributors representing approximately 76% of our International markets’ box office revenues in 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 distributors, 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 or if fewer films are produced due to consolidation in the industry, our operating results may be adversely affected.

Our results of operations will be impacted by shrinking theatrical exclusive release windows and other practices adopted by movie studies.

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 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.

We rely on our information systems to conduct our business, and any failure to protect these systems against security breaches or failure of these systems themselves could adversely affect our business, results of operations and liquidity and could result in litigation and penalties. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

Potential cybersecurity incidents could interfere with our business and operations. Computer hacking, installation of malware, installation of ransomware, generative AI impersonation, phishing, and spamming attacks against online networking platforms have become more prevalent and more sophisticated. Though it is difficult to determine what, if any, harm may directly result from any specific attack or interruption, such events could also be expensive to remedy, harm our reputation or brands, lead users to lose trust and confidence in our business, and/or result in costly fines, penalties, and costly remediation requirements. We, and others on our behalf, also store “personally identifiable information” (“PII”) with respect to employees, vendors, customers, and others. We and our third-party vendors have been subject to, and will likely continue to be subject to, attempts to gain unauthorized access to our and their information systems. None of these attempts has individually or in the aggregate resulted in a cybersecurity

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incident with a material impact on our financial condition or results of operations. While we have implemented safeguards to protect the privacy of PII, there is still a risk of a material cybersecurity incident where hackers or others might obtain information, which could result in potentially costly remedial action, as well as potential fines, penalties, lawsuits, and reputational damage. The rapid evolution and increased adoption of AI technologies may also heighten our cybersecurity risks by making cyber-attacks more difficult to detect, contain, and mitigate. Attackers are also increasingly sophisticated and using techniques and tools, including AI, that can circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our systems, information, or business. Additionally, integrating AI into our operations may increase our cybersecurity and data privacy risks.

Furthermore, we rely on our information systems and those of third parties for storing proprietary company information about our products and intellectual property, as well as for processing patron purchases, loyalty program activity, supporting accounting functions and financial statement preparation, paying our employees, and otherwise running our business. The rapid evolution and increased adoption of AI technologies may intensify our and our service providers’ cybersecurity risks. In addition, we may need to enhance our information systems to provide additional capabilities and functionality. The implementation of new information systems and enhancements is frequently disruptive to the underlying business of an enterprise. Any disruptions affecting our ability to accurately report our financial performance on a timely basis could adversely affect our business in a number of respects. If we are unable to successfully implement potential future system enhancements, our financial position, results of operations, and cash flows could be negatively impacted.

We depend on key personnel for our current and future performance.

Our current and future performance depends to a significant degree upon the retention of our senior management team and other key personnel. The loss or unavailability of any member of our senior management team or a key employee could have a material adverse effect on our business, financial condition, and results of operations. We cannot give assurance that we would be able to locate or employ qualified replacements for senior management or key employees on acceptable terms.

Supply chain disruptions, labor shortages, and inflation may negatively impact our operations and operating results.

We rely on a limited number of suppliers for certain products, supplies and services, including a single U.S. vendor for the warehousing and distribution of most of the products and supplies for our U.S. food and beverage operations. Shortages, delays, or interruptions in the availability of food and beverage items and other supplies to our theatres may be caused by commodity availability; public health crises or pandemics, including resulting lockdowns in areas where goods are manufactured; social or economic unrest, terrorism, hostilities, cyber-attacks or war, including the conflict between Russia and Ukraine and the potential impact of financial and economic sanctions on the regional and global economy; labor issues or other operational disruptions; the inability of our suppliers to manage adverse business conditions, obtain credit or remain solvent; adverse weather conditions; natural disasters; governmental regulation; recalls; or other conditions beyond our control. Such shortages, delays or interruptions could adversely affect the availability, quality, and cost of the items we buy and the operations of our business. Supply chain risk could increase our costs and limit the availability of products that are critical to our operations. If we raise prices in response to increased costs or shortages, it may negatively impact our sales. If we temporarily remove popular food and beverage options without comparable alternatives, we may experience a reduction in sales during the time affected by the shortage or thereafter if our guests change their purchasing habits.

The success of our business depends on our ability to recruit and retain staff members for our theatres. Without proper staffing, wait times to buy tickets and food and beverage are extended and operating hours may be reduced. These conditions may result in a poor guest experience, perhaps causing them to not return in the future. These labor shortages have also required us to raise wages to be competitive in the available workforce.

In addition, we are dependent upon natural gas and electricity to operate our theatres. The cost of natural gas and electricity may fluctuate widely due to economic and political conditions, government policy and regulations, trade disputes, war, or other unforeseen circumstances. Substantial future increases in prices, including the availability and/or cost of energy in Europe, for, or shortages of, natural gas and electricity could have a negative effect on our profitability. There can be no assurance that we can cover these potential cost increases through future pricing actions.

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In an inflationary 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.

Optimizing our theatre circuit through new construction and the transformation of our existing theatres may be subject to delay and unanticipated costs.

The availability of attractive site locations for new construction is subject to various factors that are beyond our control. These factors include:

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local conditions, such as scarcity of space or increase in demand for real estate, demographic changes and changes in zoning and tax laws; and

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competition for site locations from both theatre companies and other businesses.

We typically require 18 to 24 months in the United States from the time we reach an agreement with a landlord to when a theatre opens. This timeframe may vary in International markets.

In addition, the improvement of our existing theatres through our enhanced food and beverage offerings, recliner seating, and premium sight and sound initiatives is subject to substantial risks, such as difficulty in obtaining permits, landlord approvals and operating licenses (e.g., liquor licenses). We may also experience cost overruns from delays or other unanticipated costs in both new construction and facility improvements. Furthermore, our new sites and transformed locations may not perform to our expectations.

Climate change, adverse weather conditions and natural disasters could adversely affect our theatre operations, sales or financial results.

Climate change and natural disasters may adversely affect our ability to keep movie theatres open and operational in affected regions and consumer ability to travel to our theatres if they are open. Relative to normal weather conditions, extended severe weather as a result of climate change can close theatres for days due to pervasive power outages, flooding, or wildfires. These severe weather events can also result in delays in the construction of new theatres, interruptions to the availability or increases in the cost of utilities, and shortages in the supply, or increases in the costs of concessions and other supplies required for operations. Additionally, the seasonal timing of severe weather patterns tends to mimic the fluctuation of our sales. With our busy season being around the winter holidays and in the summer, the risk is even greater for extended severe winter storms and increased hurricanes and tornadoes in the summer months. Further, natural disasters can impact the production of the films we show at our theatres, potentially causing delays in release schedules.

We are incorporating AI technologies into some of our operations, which may present operational and reputational risks.

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 are currently using, and expanding, AI in optimizing and better securing internal software applications and certain marketing automation with plans to continue expansion across film booking and other 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

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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 implementation of AI technologies in guest experience and operations creates risk exposures that could impact our business performance.

We utilize AI systems for internal applications, automation routines, business processes, and through third-party provided services and products. These AI implementations expose us to several categories of risk.

AI systems may inadvertently generate content that infringes third-party intellectual property. The entertainment industry’s complex IP landscape creates heightened risks that AI-generated content could violate licensing agreements or copyright protections and/or require modifications to AI-usage that could limit revenue generation or AI-related operational efficiencies.

Evolving AI regulations may require significant modifications to our guest data usage, algorithmic decision-making processes, and usage of both internal and external AI capabilities. Long-term, it could impact our ability to fully optimize customer interaction systems, potentially impacting our ability to provide personalized guest experiences that drive attendance and food and beverage revenues.

Service disruptions could impair our guest experience systems during peak attendance periods, negatively impacting revenues and customer satisfaction.

Competitors with superior AI-driven guest experience capabilities, operational optimization, or marketing effectiveness could achieve competitive advantages that materially impact our market position in the highly competitive entertainment industry.

Regulatory Risks

General political, social and economic conditions can reduce our operating revenues and attendance.

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.

We are subject to substantial government regulation, which could entail significant cost.

We are subject to various federal, state and local laws, regulations and administrative practices both domestically and internationally affecting our business, and we must comply with provisions regulating antitrust, customary health and sanitation standards, equal employment, environmental, licensing for the sale of food and, in some theatres, alcoholic beverages, and data protection and privacy laws, including GDPR, and all other current and pending privacy and data regulations in the jurisdictions where we have operations. Our new theatre openings could be delayed or prevented or our existing theatres could be impacted by difficulties or failures in our ability to obtain or maintain required approvals or licenses. Changes in existing laws or implementation of new laws, regulations and practices could have a significant impact on our business. A significant portion of our theatre level employees are part-time workers who are paid at or near the applicable minimum wage in the theatre’s jurisdiction. Increases in the minimum wage and implementation of reforms requiring the provision of additional benefits will increase our labor costs.

We own and operate facilities throughout the United States and various international markets throughout Europe and are subject to the environmental laws and regulations of those jurisdictions, particularly laws governing the cleanup of hazardous materials and the management of properties. We might in the future be required to participate in the cleanup of a property that we own or lease, or at which we have been alleged to have disposed of hazardous materials from one of our facilities. In certain circumstances, we might be solely responsible for any such liability under

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environmental laws, and such claims could be material. Additionally, there are multiple sustainability and ESG disclosure regulations taking effect in the next several years in the United States and Europe including the California Climate Accountability Package, the Corporate Sustainability Reporting Directive, and numerous city, county, and state regulations covering commercial building energy usage and emissions. Costs and operational impacts are unknown at this time, but noncompliance with these regulations could carry financial, operational and reputational risks.

In the United States, our theatres must comply with Title III of the ADA. Compliance with the ADA requires that public accommodations, including websites and mobile apps for such public accommodations, “reasonably accommodate” individuals with disabilities and that new construction or alterations made to “commercial facilities” conform to accessibility guidelines unless “structurally impracticable” for new construction or technically infeasible for alterations. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, and an award of damages to private litigants or additional capital expenditures to remedy such non-compliance, any of which could have a material adverse effect on our operations and financial condition. In Europe, all territories have similar national regulations relating to disabilities that our theatres operate in accordance with. Noncompliance with these regulations could carry financial, operational and reputation risks.

We are subject to complex taxation, changes in tax rates, adoption of new United States, European Union or international tax legislation and disagreements with tax authorities that could adversely affect our business, financial condition or results of operations.

We are subject to many different forms of taxation in both the United States and in foreign jurisdictions where we operate. Current economic and political conditions make compliance with domestic and international tax and transfer pricing laws and regulations, including in the United States, United Kingdom, and European Union subject to ongoing change. The cost of compliance is high and likely to increase in the future. Any failure on our part to comply with these laws and regulations can result in negative publicity and diversion of management time and effort and could subject us to significant liabilities and other penalties.

The legal regimes governing our international business operations could require our international subsidiaries or their directors to pursue insolvency proceedings.

The legal regimes governing certain of our international subsidiaries (including Germany, Spain, Portugal, Norway and Sweden) impose on directors an obligation to pursue insolvency proceedings in certain circumstances. There are various potential triggers including illiquidity, over-indebtedness and inadequate capitalization. If our international subsidiaries were required to (and did) pursue insolvency proceedings, that could in turn trigger events of default under our international senior secured notes and/or have other material adverse effects on our business and financial position, including additional insolvency proceedings.

We may be reviewed by antitrust authorities.

Given our size and market share, pursuit of acquisition opportunities that would increase the number of our theatres in markets where we have a leading market share would likely result in significant review by antitrust regulators in the applicable jurisdictions, and we may be required to dispose of theatres in order to complete such acquisition opportunities. As a result, we may not be able to succeed in acquiring other exhibition companies or we may have to dispose of a significant number of theatres in key markets in order to complete such acquisitions.

We operate in a consolidating industry that is scrutinized from time to time for compliance with antitrust and competition laws, including currently dormant investigations into film clearances and joint ventures among competing exhibitors. If we were found to have violated antitrust laws, it could have a material adverse effect on our operations and financial condition.

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Our business is subject to international economic, political and other risks that could negatively affect our business, results of operations and financial condition.

As a result of our international operations, 23.6% of our revenues were derived from countries outside the United States for the year ended December 31, 2025. The success of our international operations is subject to risks that are beyond our control. Accordingly, our business is subject to risks associated with doing business internationally, including:

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difficulties and costs of staffing and managing international operations among diverse geographies, languages and cultures;

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the impact of regional or country-specific business cycles and economic instability;

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fluctuations in foreign currency exchange rates which could lead to fluctuations in our reported results of operations or result in significant decreases in the value of our international investments as denominated in U.S. Dollars;

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increased foreign interest rates, foreign exchange fees and other bank charges as a result of financing our foreign operations;

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exposure to anti-corruption laws, including the Foreign Corrupt Practices Act and the U.K. Bribery Act, and export-control regulations and economic sanctions regulations, including those promulgated by the Office of Foreign Assets Control, United States Department of Treasury;

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exposure to local economic conditions, labor and employment conditions, and local laws and regulations, including data privacy laws, tariffs, or other trade barriers;

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difficulty in protecting our brand, reputation and intellectual property; and

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restrictions on the ability to obtain or retain licenses required for operation.

If we are unable to manage the complexity of our global operations successfully, it could have a material adverse effect on our business, financial condition and results of operations.

Risk Related to our Share Issuances

There has been significant recent dilution and there may continue to be additional future dilution of our Common Stock, which could adversely affect the market price of shares of our Common Stock.

From January 1, 2020 through February 18, 2026, the outstanding shares of our Common Stock have increased by 524,339,457 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, 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.

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On July 22, 2024, the Company and certain of its subsidiaries consummated the 2024 Refinancing Transactions pursuant to which Muvico issued $414.4 million aggregate principal amount of Existing Exchangeable Notes that were exchangeable into shares of Common Stock. On July 1, 2025, the Company and Muvico commenced 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 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 Common Stock as of December 31, 2025, they would be converted into an aggregate of approximately 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 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 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), 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, to settle conversion of the Existing Exchangeable Notes, including any PIK Notes, to settle conversions of the New Exchangeable Notes, or for other purposes. In addition, in connection with the Authorized Share Increase, the New Exchangeable Notes have become exchangeable, and depending on the stock price fixed for exchange, we expect to reserve between 77.1 million and 141.4 million shares of Common Stock to be exchanged for the New Exchangeable Notes. Furthermore, in connection with the 2025 Refinancing Transactions and the issuance of the New Exchangeable Notes, we agreed to pay a consent fee to Consenting Existing Exchangeable Noteholders, in the form of $15.0 million payable in shares of Common Stock, based on a price determined based on the average of the daily volume weighted average price of our Common Stock for the sixty consecutive trading days commencing on December 22, 2025. Additionally, as consent fees for amending the respective indentures to provide us with greater flexibility to refinance our capital structure, we agreed to pay fees to (i) consenting holders of the New Exchangeable Notes and (ii) consenting holders of Muvico’s Senior Secured Notes due 2029 of $6.25 million and $18.9 million, respectively. The consent fees are payable in shares of our Common Stock and the number of shares to be issued will be based on the average of the daily volume-weighted average price of shares of our Common Stock for the sixty consecutive trading days commencing December 22, 2025 for the New Exchangeable Noteholders and the thirty consecutive trading days commencing January 29, 2026 for the consenting Muvico Senior Secured Noteholders.

As of February 18, 2026, there were 529,547,465 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 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

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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.

We have approximately 246,368,357 authorized shares of Common Stock that have not been issued or reserved for issuance in connection with our employee plans or conversion under our 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, that the shares reserved for the New Exchangeable Notes are issued at the Unadjusted Exchange Price (as defined in the indenture governing the New Exchangeable Notes) of $1.50, that the shares to be issued with the consent fees payable to the Consenting Existing Exchangeable Noteholders and consenting holders of the New Exchangeable Notes are issued at an assumed price of $1.24, representing the closing sales price of our Common Stock on February 18, 2026, and that the consent fees payable to consenting Muvico Senior Secured Noteholders are issued at an assumed price of $1.25, representing the floor price. Actual share issuances will vary based on changes in the market price of our Common Stock.

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.

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 through February 19, 2026, the market price of our Common Stock has fluctuated from an intra-day low on the New York Stock Exchange (“NYSE”) of $1.21 per share on February 19, 2026 to an intra-day high of $4.13 on January 7, 2025. The last reported sale price of our Common Stock on the NYSE on February 19, 2026 was $1.22 per share. During 2025 through February 19, 2026, daily trading volume ranged from approximately 4,237,100 to 72,240,900 shares.

We believe that the volatility and our market prices have reflected and may continue to reflect market and trading dynamics unrelated to our underlying business, or macro or industry fundamentals, and we do not know how long these dynamics will last.

Extreme fluctuations in the market price of our Common Stock have been accompanied by reports of strong and atypical retail investor interest, including on social media and online forums. The market volatility and trading patterns we have experienced create several risks for investors, including the following:

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the market price of our Common Stock has experienced and may continue to experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties that we continue to face;

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factors in the public trading market for our Common Stock may include the sentiment of retail investors (including as may be expressed on financial trading and other social media sites and online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our Common Stock and any related hedging and other trading factors;

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our market capitalization, as implied by various trading prices, currently reflects valuations that diverge significantly from historical valuations, and to the extent these valuations reflect trading dynamics unrelated to our financial performance or prospects, purchasers of our Common Stock could incur substantial losses if there are declines in market prices;

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to the extent volatility in our Common Stock is caused, or may from time to time be caused, as has widely been reported, by a “short squeeze” in which coordinated trading activity causes a spike in the market price of our Common Stock as traders with a short position make market purchases to avoid or to mitigate potential losses, investors purchase at inflated prices unrelated to our financial performance or prospects, and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has abated; and

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if the market price of our Common Stock declines, investors may be unable to resell shares of our Common Stock at or above the price at which their investment was made. Our Common Stock may continue to fluctuate or decline significantly in the future, which may result in substantial losses.

Future increases or decreases in the market price of our Common Stock may not coincide in timing with the disclosure of news or developments by or affecting us. Accordingly, the market price of our shares of Common Stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in our business. Overall, there are various factors, many of which are beyond our control, that could negatively affect the market price of our Common Stock or result in fluctuations in the price or trading volume of our Common Stock, including:

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actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our earnings;

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restrictions on our ability to pay dividends or other distributions;

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publication of research reports by analysts or others about us or the motion picture exhibition industry, which may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis;

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changes in market interest rates that may cause purchasers of our shares to demand a different yield;

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changes in market valuations of similar companies;

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market reaction to any additional equity, debt or other securities that we may issue in the future, and which may or may not dilute the holdings of our existing stockholders;

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additions or departures of key personnel;

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actions by institutional or significant stockholders;

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short interest in our securities and the market response to such short interest;

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the dramatic increase or decrease in the number of individual holders of our Common Stock and their participation in social media platforms targeted at speculative investing;

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speculation in the press or investment community about our company or industry;

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strategic actions by us or our competitors, such as acquisitions or other investments;

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legislative, administrative, regulatory or other actions affecting our business or our industry, including positions taken by the Internal Revenue Service;

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strategic actions taken by motion picture studios such as the shuffling of film release dates;

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investigations, proceedings, or litigation that involve or affect us;

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ongoing impacts upon the industry resulting from the COVID-19 pandemic;

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the occurrence of any of the other risk factors included or incorporated by reference in this Annual Report on Form 10-K; and

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general market and economic conditions.

A “short squeeze” due to a sudden increase in demand for shares of our Common Stock that largely exceeds supply and/or focused investor trading in anticipation of a potential short squeeze have led to, and could again lead to, extreme price volatility in shares of our Common Stock.

Investors may purchase shares of our Common Stock to hedge existing exposure or to speculate on the price of our Common Stock. Speculation on the price of our Common Stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our Common Stock available for purchase on the open market, investors with short exposure may have to pay a premium to repurchase shares of our Common Stock for delivery to lenders of our Common Stock. Those repurchases may, in turn, dramatically increase the price of shares of our Common Stock until additional shares of our Common Stock are available for trading or borrowing. This is often referred to as a “short squeeze.” A large proportion of our Common Stock has been traded in the past, and may be traded in the future, by short sellers, which may increase the likelihood that our Common Stock will be the target of a short squeeze, and there is widespread speculation that the trading price of our Common Stock has been from time to time the result of a

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short squeeze. A short squeeze and/or focused investor trading in anticipation of a short squeeze have led to, and could again lead to, volatile price movements in shares of our Common Stock that may be unrelated or disproportionate to our operating performance or prospects and, once investors purchase the shares of our Common Stock necessary to cover their short positions, or if investors no longer believe a short squeeze is viable, the price of our Common Stock may rapidly decline. Investors that purchase shares of our Common Stock during a short squeeze may lose a significant portion of their investment. Investors that purchase in anticipation of a short squeeze that is never realized may also lose a significant portion of their investment. Under the circumstances, we caution you against investing in our Common Stock, unless you are prepared to incur the risk of losing all or a substantial portion of your investment.

Negative sentiment among AMC’s retail stockholder base could have a material adverse impact on the market price of our Common Stock and your investment therein.

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 price 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.

Information available in public media that is published by third parties, including blogs, articles, online forums, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate.

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 October 24, 2025, the prospectus supplement filed February 9, 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.

Future offerings of debt, which would be senior to our Common Stock upon liquidation, and/or other preferred equity securities, which may be senior to our Common Stock for purposes of distributions or upon liquidation, could adversely affect the market price of our Common Stock.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or preferred equity securities, including convertible or non-convertible senior or subordinated notes, convertible or non-convertible preferred stock, medium-term notes and trust preferred securities, to raise cash or bolster our liquidity, to repay, refinance, redeem or repurchase indebtedness (including expenses, accrued interest and premium, if any), for working capital, to finance strategic initiatives and future acquisitions or for other purposes. Upon liquidation, holders of our debt securities and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our Common Stock. In addition, any additional preferred stock we may issue could have a preference on liquidating distributions or a preference on distribution payments that could limit our ability to make a distribution to the holders of our Common Stock. Since our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings potentially reducing the market price of our Common Stock.

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Anti-takeover protections in our certificate of incorporation and bylaws may discourage or prevent a takeover of our Company, even if an acquisition would be beneficial to our stockholders.

Provisions contained in our certificate of incorporation and bylaws, as amended, as well as provisions of the Delaware General Corporation Law 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:

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a classified board of directors;

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the sole power of a majority of the board of directors to fix the number of directors;

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limitations on the removal of directors;

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the sole power of the board of directors to fill any vacancy on the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

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the ability of our board of directors to designate one or more series of preferred stock and issue shares of preferred stock without stockholder approval; and

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the inability of stockholders to call special meetings.

Our issuance of shares of preferred stock could delay or prevent a change of control of our company. Our board of directors has the authority to cause us to issue, without any further vote or action by the stockholders, up to 50,000,000 shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares. As of February 18, 2026, 50,000,000 shares of preferred stock are authorized and available for issuance.

Our incorporation under Delaware law, the ability of our board of directors to create and issue a new series of preferred stock or a stockholder rights plan and certain other provisions of our amended and restated certificate of incorporation and amended and restated bylaws, as amended, could impede a merger, takeover or other business combination involving our company or the replacement of our management or discourage a potential investor from making a tender offer for our Common Stock, which, under certain circumstances, could reduce the market value of our Common Stock.

An issuance of preferred stock could dilute the voting power of holders of our Common Stock 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 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.

In addition, the issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our Common Stock by making an investment in the Common Stock less attractive. For example, investors may not wish to purchase Common Stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase Common Stock at the lower conversion price causing economic dilution to the holders of Common Stock.

Increases in market interest rates may cause potential investors to seek higher returns and therefore reduce demand for our Common Stock, which could result in a decline in the market price of our Common Stock.

One of the factors that may influence the price of our Common Stock is the return on our Common Stock (i.e., the amount of distributions or price appreciation as a percentage of the price of our Common Stock) relative to market interest rates. An increase in market interest rates may lead prospective purchasers of our Common Stock to expect a return, which we may be unable or choose not to provide. Further, higher interest rates would likely increase our borrowing costs and potentially decrease the cash available for distribution. Thus, higher market interest rates could cause the market price of our Common Stock to decline.

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Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk Management and Strategy

The Company recognizes the importance of developing, implementing, and maintaining cybersecurity measures to assess, identify, and manage material risks from cybersecurity (including cybersecurity threats associated with the use of third-party service providers), to safeguard our information systems, and to protect the confidentiality, integrity, and availability of the data on our information systems.

Managing Material Risks & Integrated Overall Risk Management

The Company has strategically integrated cybersecurity risk management into our broader risk management framework. Management has formed cross-functional risk and information security committees (the “Security Committees”) to initiate, develop, review and implement cybersecurity policies, procedures and training to mitigate cybersecurity risks. Our information technology (“IT”) cybersecurity leadership team works closely with our Security Committees and internal audit team to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

Using a risk-based prioritization approach, the IT cybersecurity leadership team and the Security Committees focus on securing our high value assets, updating our cybersecurity detection and prevention capabilities to identify new threats, and improving compliance processes to protect the Company’s operations and data. During this process, the following factors, among others, are considered: likelihood and severity of risk, impact on the Company and others if a risk materializes, feasibility and cost of controls, and impact of controls on operations.

The Company has also implemented technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, access controls, and vulnerability and patch management. The Company also makes ongoing strategic investments to address cybersecurity risks, including maintaining insurance coverage to mitigate the potential financial consequences of cybersecurity incidents.

Risk Management Personnel

The Company’s senior IT leadership, comprised of the Chief Information Officers of both AMC and Odeon, and IT cybersecurity teams have the primary responsibility for assessing, monitoring, and managing, our cybersecurity programs. The Company’s senior IT leadership bring over fifty years of combined IT experience to their roles. Each member of the Company’s IT cybersecurity leadership team, comprised of the AMC Director Cybersecurity, the Odeon Group Head of Cyber, Risk and Operations and the AMC SVP & Chief Information Officer, brings 20+ years of IT experience. The Company regularly invests in training for these teams, and key leadership positions hold Certified Information Systems Security Professional certifications. Our senior IT leadership and IT cybersecurity team, with input as appropriate from the Security Committees, oversee our governance programs, tests our compliance with standards, remediate known risks, and direct employee training.

Monitoring Cybersecurity Incidents

The Security Committees are continually informed about the latest developments in cybersecurity, including potential threats and risk management techniques. The Security Committees, and in particular senior IT leadership, IT cybersecurity and internal audit members serving on the Security Committees, implement and oversee processes for the regular monitoring of our information systems. The Company follows the National Institute of Standards and Technology framework to design and implement security processes, tools and procedures, and regular system audits identify and lead to prompt remediation of potential vulnerabilities. In the event of a cybersecurity incident, senior IT leadership and the Security Committees are equipped with a well-defined incident response plan. This plan includes immediate actions to mitigate the impact, internal and external communication plans, and notification requirements.

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Engagement of Consultants for Risk Management Services

Recognizing the complexity and evolving nature of cybersecurity threats, the Company engages with a range of external experts to perform a variety of functions for the Company. These include, but are not limited to, cybermaturity audits, targeted ransomware assessment and table-top exercises, red and purple team attack simulations, internal penetration tests and other internal and external audits. These partnerships enable us to leverage specialized knowledge and insights into our cybersecurity strategies and processes.

Overseeing Third-Party Risk

Because we are aware of the risks associated with third-party service providers, the Company implements processes to oversee and manage these risks. The Company utilizes software products and services to monitor and protect the Company’s environment from possible third-party breaches impacting the Company’s environment. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties. Third-parties who have access to highly sensitive information due to services performed and data retained are subject to increased scrutiny.

Risks from Cybersecurity Threats

We have not experienced any cybersecurity incidents that we believe have materially affected, or are likely to materially affect, the Company.

Governance

Board of Directors and Audit Committee Oversight

Our board of directors (the “Board”) understands the critical nature of managing risks associated with cybersecurity threats. The Board has established robust oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats.

The audit committee of the Board (the “Audit Committee”) is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for overseeing these risks. Senior IT leadership regularly informs the Audit Committee, the Chief Financial Officer and other members of the Company’s senior leadership of cybersecurity risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing the Company.

Management’s Role Managing Risk

Senior IT leadership play a pivotal role in managing cybersecurity risk and keeping the Audit Committee apprised of cybersecurity developments. Senior IT leadership provide comprehensive briefings to the Audit Committee on a periodic basis. These briefings encompass a broad range of topics, including:

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current cybersecurity landscape and emerging threats;

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status of ongoing cybersecurity initiatives and strategies;

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learnings from any cybersecurity events; and

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compliance with regulatory requirements and industry standards.

In addition to our scheduled meetings, the Audit Committee and senior IT leadership maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. The Company, at the direction of the Audit Committee, conducts periodic reviews of the Company’s cybersecurity posture and the effectiveness of its risk management strategies. These reviews help in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework.

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Item 2. Properties.

The following table sets forth the general character and ownership classification of our theatre circuit, excluding non-consolidated joint ventures and managed theatres, as of December 31, 2025:


Property Holding Classification		Theatres		Screens
Owned		33		334
Leased		758		8,989
Total		791		9,323

We lease our corporate headquarters in Leawood, Kansas. We believe our facilities are currently adequate for our operations.

Please refer to Narrative Description of Business under Part I, Item 1 of this Annual Report on Form 10-K for the geographic locations of our theatrical exhibition circuit as of December 31, 2025. See Note 3—Leases in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Item 3. Legal Proceedings.

On May 4, 2023, the Company filed a lawsuit in the Superior Court of the State of Delaware against seventeen insurers participating in its directors & officers insurance program, seeking recovery for losses incurred in connection with its defense and settlement of In re AMC Entertainment Holdings, Inc. Stockholder Litigation No. 2023-0215-MTZ (Del. Ch.), including the settlement payment. The insurance recovery action is captioned AMC Entertainment Holdings, Inc. v. XL Specialty Insurance Co., et al., Case No. N23C-05-045 AML CCLD (Del. Super. May 4, 2023) (the “Coverage Action”). In the suit, AMC seeks up to $80 million in coverage under its Executive and Corporate Securities Liability Insurance Policies sold by the defendants, which provide coverage for the policy period of January 1, 2022 through January 1, 2023 (the “Policies”) in excess of a $10 million deductible. The primary insurer in the Coverage Action has paid its full $5.0 million limit. The Company has previously reached confidential settlement agreements with all but one insurer in the Coverage Action.

The remaining insurer contested whether it owed coverage for the settlement payment, claiming it does not constitute a “Loss” under its insurance policy (the “Loss Defense”). On February 28, 2025, the court denied a motion for summary judgment by the remaining insurer in the Coverage Action. Additionally, the court partially granted the Company’s motion for summary judgment, ruling that the settlement payment constituted a covered loss, but that genuine issues of material fact existed for trial regarding whether AMC complied with the consent provisions of the Policies in connection with the settlement payment (the “Consent Defense”). Subsequently, pursuant to a joint stipulated order entered by the court on March 9, 2025, the remaining insurer withdrew its Consent Defense (but preserved its Loss Defense for appeal) and on April 9, 2025, the court entered a final judgment in favor of the Company in the amount of $5.0 million plus pre-judgment interest of $0.7 million. On May 8, 2025, the insurer filed a notice of appeal to the Supreme Court of the State of Delaware. On December 9, 2025, the Supreme Court of the State of Delaware affirmed the Superior Court’s decision in favor of the Company. Shortly thereafter, the remaining insurer paid the Company its full limits, plus pre- and post-judgment interest.

AMC also has claims for coverage from additional insurers, however, those insurers’ policies contain mandatory arbitration provisions, so they were not included in the Coverage Action. On January 24, 2025, the Company sent a notice of arbitration to the four remaining insurers with mandatory arbitration provisions on the same grounds as the Coverage Action (the “Coverage Arbitration”).

On October 31, 2025, a purported securities class action captioned Simons v. AMC Entertainment Holdings, Inc., No. 1:25-cv-09042-JLR, was filed by a purported former holder of AMC Preferred Equity Units against the Company in the United States District Court for the Southern District of New York. The complaint asserts a claim under Section 10(b) of the Securities Exchange Act of 1934 based on allegedly false and misleading public statements and omissions by the Company during the period from August 18, 2022 to November 1, 2023 concerning the conversion of the AMC Preferred Equity Units. The complaint alleges damages of at least $178 million, plus pre-judgment interest. The Company intends to defend the action vigorously.

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On December 5, 2025, an action captioned Masoner v. AMC Entertainment Holdings, Inc. et al., No. N25C-12-022 was filed by two purported AMC stockholders against the Company, Adam Aron, and unspecified members of the Company’s board of directors in the Superior Court of the State of Delaware. The complaint asserts claims for, among other things, fraud, fraud on the court, breach of fiduciary duty, unjust enrichment, and conspiracy based on the 2023 settlement of the action captioned In re AMC Entertainment Holdings, Inc. Stockholder Litigation No. 2023-0215-MTZ (Del. Ch.). Plaintiffs seek, among other things, monetary damages of approximately $4.2 million, disgorgement of approximately $18 million, declaratory relief, equitable relief, and injunctive relief. Defendants intend to defend the action vigorously.

Item 4. Mine Safety Disclosures.

Not applicable

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common equity consists of Common Stock. Our Common Stock has traded on the NYSE since December 18, 2013 under the symbol “AMC”.

Holders of Shares

As of February 18, 2026, there were 529,547,465 shares of our Common Stock outstanding. Of those outstanding shares, approximately 2.0 million shares (or 0.4%) were held by 14,021 registered holders with our transfer agent and approximately 527.5 (or 99.6%) 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.

Dividend Policy

The payment of future dividends is subject to the Board’s discretion and dependent on many considerations, including limitations imposed by covenants in the agreements governing our indebtedness, operating results, capital requirements, strategic considerations and other factors.

We will only be able to pay dividends from our available cash on hand and funds received from our subsidiaries. Their ability to make any payments to us will depend upon many factors, including our operating results, cash flows, and the indentures governing our debt securities. The declaration and payment of any future dividends will be at the sole discretion of the Board after taking into account various factors, including legal requirements, our subsidiaries’ ability to make payments to us, our financial condition, operating results, cash flow from operating activities, available cash and current and anticipated cash needs. See the Liquidity and Capital Resources section of Part II, Item 7 of this Form 10-K for further information regarding the dividend restrictions.

Securities Authorized for Issuance Under Equity Compensation Plans

See Part III, Item 12 of this Annual Report on Form 10-K.

Unregistered Sales of Equity Securities and Use of Proceeds

Sale of Unregistered Securities

Except as reported in Item 3.02 of our Current Reports on Form 8-K filed with the SEC on July 1, 2025, July 25, 2025, and December 22, 2025 all of which are incorporated by reference into this Annual Report on Form 10-K, there were no sales of unregistered securities during the fiscal year ended December 31, 2025.

Issuer Purchase of Equity Securities

None.

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Performance Graph

The following stock price performance graph should not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act of 1933, as amended (the “Securities Act”), as amended, except to the extent that we specifically incorporate this information by reference and shall not otherwise be deemed filed under such acts.

The following stock performance graph compares, for the period December 31, 2020 through December 31, 2025, the cumulative total stockholder returns for AMC’s Common Stock, the Standard & Poor’s Corporation Composite 500 Index and a self-determined peer group consisting of Cinemark Holdings, Inc. (CNK) and IMAX Corporation (IMAX). Measurement points are the last trading day for each month ended December 31, 2020 through December 31, 2025. The graph assumes that $100.00 was invested on December 31, 2020 in our Common Stock and in our peer group and in the Standard & Poor’s Corporation Composite 500 Index and assumes reinvestment of any dividends.

The stock price performance below is not necessarily indicative of future stock price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among AMC Entertainment Holdings, Inc., the S&P 500 Index, and a Peer Group

*$100 invested on December 31, 2020 in stock or in index, including reinvestment of dividends. Historical AMC share prices were adjusted by LSEG to reflect the impact of the Special Dividend paid on August 19, 2022 and the reverse stock split on August 24, 2023. Fiscal year ended December 31.

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		12/20		3/21		6/21		9/21		12/21
AMC Entertainment Holdings, Inc.		100.00		481.60		2,673.58		1,795.28		1,283.02
S&P 500		100.00		106.17		115.25		115.92		128.71
Peer Group		100.00		115.30		123.77		108.63		94.75

				3/22		6/22		9/22		12/22
AMC Entertainment Holdings, Inc.				1,162.26		639.15		535.19		312.51
S&P 500				122.79		103.02		97.99		105.40
Peer Group				101.20		88.78		72.48		60.06

				3/23		6/23		9/23		12/23
AMC Entertainment Holdings, Inc.				384.69		337.85		69.53		53.26
S&P 500				113.30		123.20		119.17		133.10
Peer Group				92.01		94.86		106.25		81.91

				3/24		6/24		9/24		12/24
AMC Entertainment Holdings, Inc.				32.37		43.34		39.60		34.63
S&P 500				147.15		153.46		162.49		166.40
Peer Group				99.20		114.71		145.85		167.06

				3/25		6/25		9/25		12/25
AMC Entertainment Holdings, Inc.				24.98		26.98		25.24		13.58
S&P 500				159.30		176.73		191.08		196.16
Peer Group				144.49		168.36		169.01		158.35

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Item 6. [Reserved].

Not applicable

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion relates to the consolidated audited financial statements of AMC included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements. Please see “Forward-Looking Statements” and “Risk Factors” in Part I on this Annual Report on Form 10-K for a discussion of the risks, uncertainties and assumptions relating to these statements. See Note 1—The Company and Significant Accounting Policies in Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for information regarding the Company’s significant accounting policies.

Overview

AMC is the world’s largest theatrical exhibition company and an industry leader in innovation and operational excellence. As of December 31, 2025 we operated in 11 countries including the United States and 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 December 31, 2025, we owned, operated or had interests in 855 theatres and 9,640 screens.

Significant Events—For the Year Ended December 31, 2025

2025 Debt Refinancing and Additional Share Authorization. During the year ended December 31, 2025, we completed a series of refinancing transactions with certain holders of our Existing 7.5% Notes, certain holders of the Existing Exchangeable Notes, and certain lenders of our term loans outstanding under our credit agreement. Additionally, at the 2025 Annual Meeting of Stockholders held on December 10, 2025, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of the Company’s Common Stock from 550,000,000 to 1,100,000,000 shares of Common Stock. The increase in authorized shares allows for, among other things, the potential conversion of the Company’s New Exchangeable Notes that were issued as part of the refinancing transactions. See Note 7—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 regarding these transactions.

NCM ESA Amendment. On April 17, 2025, NCM (as defined herein) entered into the Amended ESA (as defined herein) with the Company. The term of the Amended ESA has been extended by five years through February 13, 2042. We treated the Amended ESA as a contract modification pursuant to ASC 606 – Revenue from Contracts with Customers. Accordingly, we have allocated the additional consideration received from the contract modification to the exhibitor services agreement contract liability and updated the discount rate used to account for the significant financing component to 16.12%. Prior to the contract modification, the weighted average discount rate used to account for the significant financing component was approximately 7.5%. The contract liability will be reclassified to other theatre revenue over the new term of the Amended ESA as the remaining performance obligations are satisfied. Concurrently with entering into the Amended ESA, NCM and the Company reached an agreement to, among other things, dismiss with prejudice the ongoing litigation between the parties.

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Shares Issuances. During the year ended December 31, 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.

Additionally, during the year ended December 31, 2025, we issued shares of Common Stock through an “at-the-market” offering. The below table summarizes the activity of the “at-the-market offering”:


(In millions)	December 31, 2025
Shares issued through at-the-market offering		17.1
At-the-market offering gross proceeds	$	63.0
Sales agent fees paid	$	0.6
Other third-party issuance costs incurred	$	0.3
Other third-party issuance costs paid	$	1.5

See Note 8—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information on the share issuances.

Significant Events—For the Year Ended December 31, 2024

Debt Repurchases and Exchanges. The table below 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 7—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.


			Shares of
	Aggregate Principal		Common Stock		Reacquisition		(Gain)/Loss on		Accrued Interest
(In millions)	Repurchased/Exchanged		Exchanged		Cost		Extinguishment		Paid/Exchanged
Cash debt repurchase transactions:
5.75% Senior Subordinated Notes due 2025	$	8.9		—	$	8.6	$	(0.3)	$	0.1
Second Lien Notes due 2026		50.0		—		50.5		(4.4)		1.4
Total cash debt repurchase transactions		58.9		—		59.1		(4.7)		1.5
Debt for equity exchange transactions:
5.75% Senior Subordinated Notes due 2025		36.7		9,017,297		39.8		3.2		0.8
Second Lien Notes due 2026		224.1		35,062,835		157.2		(93.1)		8.3
Total debt for equity exchange transactions		260.8		44,080,132		197.0		(89.9)		9.1
Cash and debt for equity exchange transactions:
5.75% Senior Subordinated Notes due 2025		8.6		447,829		8.4		(0.2)		0.1
5.875% Senior Subordinated Notes due 2026		9.6		432,777		8.1		(1.3)		0.2
Second Lien Notes due 2026		45.0		2,693,717		45.5		(4.0)		1.2
Total cash and debt for equity exchange transactions		63.2		3,574,323		62.0		(5.5)		1.5
Total debt repurchases and exchanges	$	382.9		47,654,455	$	318.1	$	(100.1)	$	12.1

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Vendor Dispute. On January 26, 2024, we executed an agreement to collect $37.5 million as resolution of a dispute with a vendor. The proceeds, net of legal costs, were recorded to other income during the year ended December 31, 2024. The relationship with the vendor has been restored and remains in good standing.

Share Issuances. During the year ended December 31, 2024, we raised gross proceeds of $261.8 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $6.4 million and $1.9 million, respectively, through our at-the-market offerings of approximately 75.5 million shares of our Common Stock. We paid $0.8 million of other third-party issuance costs during the year ended December 31, 2024.

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.

2024 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 senior secured term loans maturing in 2026 (“Term Loans due 2026”) and $518.6 million of our Second Lien Notes. As part of the transactions, 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 7—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 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.

Significant Events—For the Year Ended December 31, 2023

For a discussion of significant events for the year ended December 31, 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, 2023, filed with the SEC on February 28, 2024, which is incorporated herein by reference.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with U.S. 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.

All of our significant accounting policies are discussed in Note 1—The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Long-lived Assets Impairments. We review long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable.

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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 experience. These assumptions and judgments can significantly affect the cash flow estimates and appropriate discount rates to be used in determining the fair value of long-lived assets.

Impact if actual results differ from assumptions. Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates, many of which fall under Level 3 within the fair value measurement hierarchy. Factors that could lead to impairment of long-lived assets include adverse industry or economic trends that would result in declines in the operating performance of our Domestic and International Theatres. Examples of adverse events or circumstances that could change include (i) limited availability of new theatrical releases; (ii) an adverse change in macroeconomic conditions; (iii) increased cost factors that have a negative effect on our earnings and cash flows and higher interest rates; and (iv) negative or overall declining financial performance compared with our actual and projected results of relevant prior periods.

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 impairments are possible and they may be material.

Our Current Long-lived Asset Impairment Related Estimates and Changes in those Estimates. During the year ended December 31, 2025, we recorded non-cash impairment charges related to our long-lived assets of $28.0 million on 47 theatres in the U.S. markets with 560 screens which were related to property, net and operating lease right-of-use assets, net and $15.5 million on 20 theatres in the International markets with 159 screens which were related to property, net and operating lease right-of-use assets, net. A hypothetical 10% decline in the fair value of the asset groups would have resulted in approximately $5.4 million of additional impairment charges.

During the year ended December 31, 2024, we recorded non-cash impairment charges related to our long-lived assets of $51.9 million on 39 theatres in the U.S. markets with 469 screens which were related to property, net and operating lease right-of-use assets, net and $20.4 million on 23 theatres in the International markets with 188 screens which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2023, we recorded non-cash impairment charges related to our long-lived assets of $49.2 million on 68 theatres in the U.S. markets with 738 screens which were related to property, net and operating lease right-of-use assets, net and $57.7 million on 57 theatres in the International markets with 488 screens which were related to property, net and operating lease right-of-use assets, net.

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, estimated cash flows were discounted at 9.0% for the Domestic Theatres and 10.5% for the International Theatres. At December 31, 2023, estimated cash flows were discounted at 9.0% for the Domestic Theatres and 11.0% 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. Under ASC Topic 350, Goodwill, Intangibles and Other, we can elect to perform a qualitative or quantitative impairment assessment of our goodwill. Under the quantitative goodwill impairment analysis, if the estimated fair value of a 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. Under the qualitative assessment, entities consider a variety of factors to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.

We have elected to perform the optional qualitative assessment during the years ended December 31, 2025, 2024, and 2023. Inherent in the qualitative assessment is an estimated impact on each reporting unit’s fair value that events and circumstances might have had and whether or not that impact would have likely reduced the fair value below the reporting units carrying value. Such events and circumstances include, but are not limited to, industry and market conditions, expected cost pressures, expected financial performance, and general macroeconomic conditions.

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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.

Estimating the impact of the general macroeconomic conditions, potential cost pressures, and future industry and market conditions requires significant 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.

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

Derivative Fair Values. We remeasure the bifurcated embedded derivatives related to our Existing Exchangeable Notes and 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.

Critical estimates. The critical estimates used in determining the fair value of the bifurcated embedded derivatives are discussed by host instrument below:

Existing Exchangeable Notes. Our valuation studies use binomial lattice models and are based on significant inputs not observable in the market and thus represent level 3 measurements within the fair value measurement hierarchy. The binomial lattice models consist 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 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.

New Exchangeable Notes. Our valuation studies use a combination of Monte Carlo simulations, binomial lattice models, and discounted cash flow models. The models are based on significant inputs not observable in the market and thus represent level 3 measurements within the fair value measurement hierarchy. The Monte Carlo simulations use repeated random sampling to simulate a wide range of possible outcomes. The binomial lattice approach consists of simulated Common Stock prices from the valuation date to the maturity of the New Exchangeable Notes. The significant inputs used to value the derivative include the share price of our Common Stock, the volatility of the share price, time to maturity, risk-free interest rate, discount yield, and the probability of the required shareholder approval. 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 New 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 bifurcated embedded derivatives associated with the Existing Exchangeable Notes and New Exchangeable Notes requires judgment and careful consideration of the common valuation practice for similar instruments. Selection of significant assumptions such as volatility and the discount yield also requires judgment and both inputs exhibit a greater degree of subjectivity than more 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 bifurcated embedded 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 years ended December 31, 2025 and December 31, 2024, we recorded other (income) related to changes in the estimated 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 derivatives would have resulted in an increase of other expense of approximately $14.5 million for the year ended December 31, 2025. Similarly, a hypothetical 10% decrease in the fair value of the derivatives would have resulted in a decrease to other expense of approximately $14.5 million for the year ended December 31, 2025. We expect there will be future changes in the fair value of our derivatives and that the related amounts recorded as income or

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expense may be material. See Note 7—Corporate Borrowings and Finance Lease Liabilities and Note 10—Fair Value Measurements in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

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Operating Results

The following table sets forth our consolidated revenues, operating costs and expenses attributable to our theatrical exhibition operations and segment operating results. Reference is made to Note 11—Segment Reporting in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information therein:


		U.S. Markets							International Markets							Consolidated
		Year Ended							Year Ended							Year Ended
		December 31,							December 31,							December 31,
(In millions)		2025			2024		% Change		2025			2024		% Change		2025			2024		% Change
Revenues
Admissions		$	1,992.0		$	1,916.7	3.9	%	$	660.8		$	643.8	2.6	%	$	2,652.8		$	2,560.5	3.6	%
Food and beverage			1,335.5			1,301.6	2.6	%		335.8			323.3	3.9	%		1,671.3			1,624.9	2.9	%
Other theatre			378.6			325.9	16.2	%		146.2			125.9	16.1	%		524.8			451.8	16.2	%
Total revenues			3,706.1			3,544.2	4.6	%		1,142.8			1,093.0	4.6	%		4,848.9			4,637.2	4.6	%
Operating Costs and Expenses
Film exhibition costs			1,020.5			988.8	3.2	%		254.7			250.4	1.7	%		1,275.2			1,239.2	2.9	%
Food and beverage costs			241.2			225.7	6.9	%		85.8			79.9	7.4	%		327.0			305.6	7.0	%
Operating expense, excluding depreciation and amortization below			1,327.1			1,252.1	6.0	%		458.9			427.3	7.4	%		1,786.0			1,679.4	6.3	%
Rent			650.1			649.9	0.0	%		237.2			223.7	6.0	%		887.3			873.6	1.6	%
General and administrative expense:
Merger, acquisition and other costs			3.6			0.1	*	%		—			—	NA	%		3.6			0.1	*	%
Other, excluding depreciation and amortization below			144.1			150.6	(4.3)	%		86.2			76.2	13.1	%		230.3			226.8	1.5	%
Depreciation and amortization			239.1			247.5	(3.4)	%		74.3			72.0	3.2	%		313.4			319.5	(1.9)	%
Impairment of long-lived assets			28.0			51.9	(46.1)	%		15.5			20.4	(24.0)	%		43.5			72.3	(39.8)	%
Operating costs and expenses			3,653.7			3,566.6	2.4	%		1,212.6			1,149.9	5.5	%		4,866.3			4,716.5	3.2	%
Operating income (loss)			52.4			(22.4)	*	%		(69.8)			(56.9)	22.7	%		(17.4)			(79.3)	(78.1)	%
Other expense, net:
Other expense (income)			153.5			(124.4)	*	%		(41.1)			(31.8)	29.2	%		112.4			(156.2)	*	%
Interest expense:
Corporate borrowings			398.6			341.9	16.6	%		60.9			59.9	1.7	%		459.5			401.8	14.4	%
Finance lease obligations			—			0.1	(100.0)	%		6.0			5.3	13.2	%		6.0			5.4	11.1	%
Non-cash NCM exhibitor service agreement			64.7			36.5	77.3	%		—			—	NA	%		64.7			36.5	77.3	%
Investment income			(31.0)			(14.0)	*	%		(1.1)			(2.3)	(52.2)	%		(32.1)			(16.3)	96.9	%
Total other expense, net			585.8			240.1	*	%		24.7			31.1	(20.6)	%		610.5			271.2	*	%
Loss before income taxes			(533.4)			(262.5)	*	%		(94.5)			(88.0)	7.4	%		(627.9)			(350.5)	79.1	%
Income tax provision			2.7			—	NA	%		1.8			2.1	(14.3)	%		4.5			2.1	*	%
Net loss		$	(536.1)		$	(262.5)	*	%	$	(96.3)		$	(90.1)	6.9	%	$	(632.4)		$	(352.6)	79.4	%

*Percentage change in excess of 100%.


		U.S. Markets				International Markets				Consolidated
		Year Ended				Year Ended				Year Ended
		December 31,				December 31,				December 31,
		2025		2024		2025		2024		2025		2024
Operating Data:
Screen additions		—		—		—		13		—		13
Screen acquisitions		16		—		20		9		36		9
Screen dispositions		128		185		71		78		199		263
Screen construction openings (closures), net		(1)		1		6		(21)		5		(20)
Average screens (1)		7,057		7,206		2,318		2,376		9,375		9,582
Number of screens operated		7,072		7,185		2,568		2,613		9,640		9,798
Number of theatres operated		533		544		322		327		855		871
Screens per theatre		13.3		13.2		8.0		8.0		11.3		11.2
Attendance (in thousands) (1)		155,810		156,866		63,602		67,289		219,412		224,155

(1)

Includes consolidated theatres only and excludes screens offline due to construction.

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Adjusted EBITDA

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. Our definition of Adjusted EBITDA and adjustments made to net earnings (loss) to calculate it are broadly consistent with how Adjusted EBITDA is defined and calculated in the Company’s debt indentures.

The following tables set forth our Adjusted EBITDA by reportable segment and our reconciliation of Adjusted EBITDA:


		Year Ended
Adjusted EBITDA (In millions)		December 31, 2025			December 31, 2024
U.S. markets		$	346.0		$	301.5
International markets			41.5			42.4
Total Adjusted EBITDA		$	387.5		$	343.9


	Year Ended
(In millions)	December 31, 2025			December 31, 2024
Net loss	$	(632.4)		$	(352.6)
Plus:
Income tax provision (1)		4.5			2.1
Interest expense		530.2			443.7
Depreciation and amortization		313.4			319.5
Impairment of long-lived assets (2)		43.5			72.3
Certain operating expense (3)		14.6			5.4
Equity in earnings of non-consolidated entities (4)		(6.8)			(12.4)
Attributable EBITDA (5)		2.3			1.9
Investment income (6)		(32.1)			(16.3)
Other expense (income) (7)		129.8			(141.8)
Merger, acquisition and other costs (8)		3.6			0.1
Stock-based compensation expense (9)		16.9			22.0
Adjusted EBITDA	$	387.5		$	343.9

(1)

For information regarding the income tax provision, see Note 9—Income Taxes in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

(2)

During the year ended December 31, 2025, we recorded non-cash impairment charges related to our long-lived assets of $28.0 million on 47 theatres in the U.S. markets with 560 screens which were related to property, net and operating lease right-of-use assets, net and $15.5 million on 20 theatres in the International markets with 159 screens which were related to property, net and operating lease right-of-use assets, net.

(3)

Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of screens, disposition of assets and other non-operating gains or losses included in operating expenses. We have excluded these items as they are non-cash in nature or are non-operating in nature.

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(4)

Equity in earnings of non-consolidated entities during the year ended December 31, 2025, primarily consisted of equity in earnings from AC JV, LLC (“AC JV”) of $(4.8) million. Equity in earnings of non-consolidated entities during the year ended December 31, 2024, primarily consisted of equity in earnings from AC JV of $(10.0) million.

(5)

Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets. See below for a reconciliation of our equity in (earnings) of non-consolidated entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where we hold a significant market share, we believe attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments.


	Year Ended
(In millions)	December 31, 2025		December 31, 2024
Equity in (earnings) of non-consolidated entities	$	(6.8)	$	(12.4)
Less:
Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures		(5.7)		(11.5)
Equity in earnings of International theatre joint ventures		1.1		0.9
Income tax provision		0.1		—
Investment income		(0.5)		(0.4)
Interest expense		0.2		0.1
Depreciation and amortization		1.4		1.3
Attributable EBITDA	$	2.3	$	1.9

(6)

Investment income during the year ended December 31, 2025, includes interest income of $(8.0) million and realized and unrealized gains on our investments in Hycroft Mining Holding Corporation (“Hycroft”) of $(34.4) million, partially offset by an impairment of an equity security without a readily determinable fair value of $10.3 million.

Investment income during the year ended December 31, 2024, includes interest income of $(19.2) million, partially offset by unrealized losses on our investments in Hycroft of $2.9 million.

(7)

Other expense during the year ended December 31, 2025, includes net losses on debt extinguishments of $196.0 million, an increase in the fair value of the bifurcated embedded derivative in the New Exchangeable Notes of $19.3 million, and term loan modification third party fees of $3.1 million, partially offset by a decrease in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $(56.7) million, foreign currency transaction gains of $(28.1) million, and shareholder litigation recoveries of $(3.8) million.

Other income for the year ended December 31, 2024, includes a decrease in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $(75.8) million, shareholder litigation recoveries of $(40.2) million, net gains on debt extinguishments of $(38.9) million, and a vendor dispute settlement of $(36.2) million, partially offset by term loan modification third party fees of $42.3 million and foreign currency transaction losses of $7.0 million.

(8)

Merger, acquisition and other costs are excluded as they are non-operating in nature.

(9)

Non-cash expense included in general and administrative: other.

Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net earnings (loss) as an indicator of operating performance (as determined in accordance with U.S. GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance and estimate our value.

Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. For example, Adjusted EBITDA:

●

does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments;

●

does not reflect changes in, or cash requirements for, our working capital needs;

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●

does not reflect the significant interest expenses, or the cash requirements necessary to service interest or principal payments, on our debt;

●

excludes income tax payments that represent a reduction in cash available to us; and

●

does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future.

During the year ended December 31, 2025, Adjusted EBITDA in the U.S. markets was $346.0 million compared to $301.5 million during the year ended December 31, 2024. The year-over-year improvement was primarily driven by increases in average ticket price, food and beverage per patron, other revenues including advertising income due to the Amended ESA, income from ticket fees due to the increase in the percentage of guests paying ticket fees, retail food and beverage income, retail merchandise income, co-brand credit card revenue, distribution revenue, and the decrease in film exhibition cost percentage. These improvements were partially offset by increases in operating expenses including salaries and wages expense, utilities expense, computer maintenance costs, retail merchandise costs, premium format expense, decreases in attendance, and the increase in food and beverage cost percentage.

During the year ended December 31, 2025, Adjusted EBITDA in the International markets was $41.5 million compared to $42.4 million during the year ended December 31, 2024. The year-over-year decline was primarily driven by increases in operating expenses including salaries and wages expense and utilities expense, increases in rent expense, increases in general and administrative: other expenses, decreases in attendance, and increases in food and beverage cost percentage. These declines were partially offset by increases in average ticket prices, food and beverage per 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.

During the year ended December 31, 2025, Adjusted EBITDA in the U.S. markets and International markets was $387.5 million compared to $343.9 million during the year ended December 31, 2024, driven by the aforementioned factors impacting Adjusted EBITDA.

Segment Information

Our historical results of operations for the years ended December 31, 2025 and December 31, 2024 reflect the results of operations for our two theatrical exhibition reportable segments, U.S. markets and International markets.

Results of Operations—For the Year Ended December 31, 2025, Compared to the Year Ended December 31, 2024

Consolidated Results of Operations

Revenues. Total revenues increased $211.7 million, or 4.6%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. Admissions revenues increased $92.3 million, or 3.6%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to a 5.9% increase in average ticket price and increase in our market share in our U.S. markets, partially offset by a decrease in attendance of 2.1% from 224.2 million patrons to 219.4 million patrons. The increase in average ticket price was primarily due to increased ticket prices for all formats, increases in attendance for 3D, IMAX and other PLF screens and increases in foreign currency translation rates. Attendance decreased in U.S. and International markets due to the popularity of film product compared to the prior year. In our U.S. markets the market share increase was driven by our loyalty program initiatives, discount days, and the interplay between the film slate and our geographic theatre mix. The availability and popularity of film product released during the year ended December 31, 2024, was negatively impacted by the Writers Guild of America and the Screen Actors Guild – American Federation of Television and Radio Artists strikes during 2023.

Food and beverage revenues increased $46.4 million, or 2.9%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the increase in food and beverage per patron, partially offset by a decrease in attendance. Food and beverage per patron increased 5.1% from $7.25 to $7.62 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 and more frequent attendance from our AMC Stubs members.

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Total other theatre revenues increased $73.0 million, or 16.2%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to increases in advertising income, income from ticket fees due to the increase in the percentage of guests paying ticket fees, increases in income from expirations of package tickets in our International markets, retail food and beverage income, retail merchandise income, co-brand credit card revenue, distribution revenue, and increases in foreign currency translation rates. As a result of our Amended ESA, advertising income increased from the prior year by $15.6 million due to an increase in discount rates related to the significant financing component of the Amended ESA, partially offset by lower amortization of deferred revenues due to an increase in the term of the Amended ESA. See Note 2—Revenue Recognition in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about the Amended ESA.

Operating costs and expenses. Operating costs and expenses increased $149.8 million, or 3.2%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. Film exhibition costs increased $36.0 million, or 2.9%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the increase in admissions revenue due to the factors discussed above, partially offset by lower film rental terms. As a percentage of admissions revenues, film exhibition costs were 48.1% for the year ended December 31, 2025, compared to 48.4% for the year ended December 31, 2024. The decrease in film exhibition cost percentage is primarily due to the concentration of box office revenues in U.S. and International markets in lower grossing films in the current year, which typically results in lower film exhibition costs.

Food and beverage costs increased $21.4 million, or 7.0%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues due to the factors discussed above. As a percentage of food and beverage revenues, food and beverage costs were 19.6% for the year ended December 31, 2025, compared to 18.8% for the year ended December 31, 2024.

Operating expense increased by $106.6 million, or 6.3%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in operating expense was primarily due to increases in salaries and wages expense, utilities expense, computer maintenance costs, retail merchandise costs, premium format expense, losses on disposition of assets and the increase in foreign currency translation rates. As a percentage of revenues, operating expense was 36.8% for the year ended December 31, 2025, compared to 36.2% for the year ended December 31, 2024. The increase in operating expense as a percentage of revenues is primarily due to the operating leverage lost as attendance decreases. Rent expense increased $13.7 million, or 1.6%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to increases in foreign currency translation rates, partially offset by a decrease in average screens of 2.2%.

Merger, acquisition, and other costs. Merger, acquisition, and other costs were $3.6 million during the year ended December 31, 2025, compared to $0.1 million during the year ended December 31, 2024. The current year expense relates to severance costs in U.S. markets.

Other. Other general and administrative expense increased $3.5 million, or 1.5%, during the year ended December 31, 2025, compared to the year ended December 31, 2024 primarily due to increases in bonus expense as a result of higher than expected annual performance compared to annual industry box office indexed targets in the current year compared to the prior year and increases in foreign currency translation rates, partially offset by declines in stock-based compensation expense due to lower than expected annual performance compared to annual unindexed targets in the current year compared to the prior year, lower insurance costs and lower legal costs.

Depreciation and amortization. Depreciation and amortization decreased $6.1 million, or 1.9%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2024, partially offset by increases in foreign currency translation rates.

Impairment of long-lived assets. During the year ended December 31, 2025, we recognized non-cash impairment losses of $ $28.0 million on 47 theatres in the U.S. markets with 560 screens (in Alabama, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Louisiana, Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin) and $15.5 million on 20 theatres in the International markets with 159 screens (in Germany, Italy, Spain, Sweden, and the United Kingdom), which were related to property, net and operating lease right-of-use assets, net.

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During the year ended December 31, 2024, we recognized non-cash impairment losses of $51.9 million on 39 theatres in the U.S. markets with 469 screens (in Alabama, California, Florida, Illinois, Indiana, Massachusetts, Michigan, Minnesota, New Jersey, New York, Pennsylvania, Texas, Virginia, and Washington) and $20.4 million on 23 theatres in the International markets with 188 screens (in Germany, Italy, Spain, and the United Kingdom), which were related to property, net and operating lease right-of-use assets, net.

Other expense (income). Other expense of $112.4 million during the year ended December 31, 2025 was primarily due to a $103.3 million loss on extinguishment of $337.4 million aggregate principal amount of our Existing Exchangeable Notes, a $99.0 million loss on extinguishment of $590.0 million aggregate principal amount of our Existing 7.5% Notes, $19.3 million of expense related to the increase in fair value of the derivative liability for the embedded derivative features in the New Exchangeable Notes, and $3.1 million in term loan modification third party fees, partially offset by $(56.7) million of income related to the decrease in fair value of the derivative liability for the embedded conversion feature in the Existing Exchangeable Notes, $(28.1) million in foreign currency transaction gains, $(10.8) million of governmental assistance, $(6.8) million of equity in earnings of non-consolidated entities and $(6.6) million of gain on the extinguishment of our Second Lien Notes. Other income of $(156.2) million during the year ended December 31, 2024, was primarily due to $(75.8) million of income related to the decrease in fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes, a gain on extinguishment of debt of $(40.3) million related to the redemption of $837.7 million aggregate principal amount of the Second Lien Notes, $(40.2) million of recoveries related to shareholder litigation, the favorable settlement of a vendor dispute of $(36.2) million, $(12.4) million of equity in earnings of non-consolidated entities, and $(3.6) million of other settlement proceeds, partially offset by $42.3 million of third party costs related to the modification of the Term Loans due 2026 and $7.0 million of foreign currency transaction losses. See Note 1—The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about the components of other expense (income).

Interest expense. Interest expense increased $86.5 million to $530.2 million for the year ended December 31, 2025 compared to $443.7 million during the year ended December 31, 2024 primarily due to increased interest expense of $51.4 million on the New 2029 Notes issued on July 24, 2025, $36.8 million on the New Term Loans compared to the Term Loans due 2026, $28.2 million related to higher discount rates on the significant financing component of the Amended ESA, $9.3 million on the Existing Exchangeable Notes issued on July 22, 2024, $8.8 million on the New Exchangeable Notes issued on July 1, 2025, partially offset by declines in interest expense of $23.1 million on the Second Lien Notes due to redemptions of the remaining principal balances, $19.7 million on the Existing 7.5% Notes due to redemptions of $590.0 million aggregate principal amount on July 24, 2025, $4.0 million on the Senior Subordinated Notes due 2025 due to redemptions of the remaining principal balances, and $1.5 million on the Senior Subordinated Notes due 2026 due to redemptions of the remaining principal balances. See Note 2—Revenue Recognition in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about the Amended ESA, and Note 7—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 additional information about our indebtedness.

Investment income. Investment income was $(32.1) million for the year ended December 31, 2025, compared to investment income of $(16.3) million for the year ended December 31, 2024. Investment income in the current year includes $(34.4) million of realized and unrealized gains on our investments in common shares and warrants to purchase common shares in Hycroft, and interest income of $(8.0) million, partially offset by an impairment charge of $10.3 million related to our investment in an equity security without a readily determinable fair value measured at cost less any impairments. Investment income in the prior year includes interest income of $(19.2) million, partially offset by unrealized losses of $2.9 million on our investment in common shares and warrants to purchase common shares in Hycroft. See Note 1—The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about our investments in Hycroft.

Income tax provision. The income tax provision was $4.5 million and $2.1 million for the years ended December 31, 2025 and December 31, 2024, respectively. See Note 9—Income Taxes in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

Net loss. Net loss was $632.4 million and $352.6 million during the years ended December 31, 2025, and December 31, 2024, respectively. Net loss during the year ended December 31, 2025 compared to net loss for the year ended December 31, 2024 was negatively impacted by decreases in other income due to losses on extinguishment of corporate borrowings and declines in income related to our bifurcated embedded derivatives during the current period

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and gains on extinguishment of corporate borrowings and vendor and legal settlements and recoveries during the prior period, increases in food and beverage cost percentage, increases in operating expense, increases in rent, increases in general and administrative expenses, increases in interest expense, increases in income tax provision and increases in foreign currency translation rates, partially offset by the increase in average ticket prices and food and beverage per patron, the decrease in film exhibition cost percentage compared to the prior year, increases in other revenues increases in investment income and decreases in depreciation and amortization and impairment of long-lived assets.

Theatrical Exhibition–U.S. Markets

Revenues. Total revenues increased $161.9 million, or 4.6%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. Admissions revenues increased $75.3 million, or 3.9%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to an increase in average ticket price of 4.6% and increase in our market share, partially offset by a decrease in attendance of 0.7% from 156.9 million patrons to 155.8 million patrons. The increase in average ticket price was primarily due to increased ticket prices for all formats and increases in attendance for 3D, IMAX and other PLF screens. Attendance decreased due to the popularity of film product compared to the prior year. The market share increase was driven by our loyalty program initiatives, discount days, and the interplay between the film slate and our geographic theatre mix. The availability and popularity of film product released during the year ended December 31, 2024, was negatively impacted by the Writers Guild of America and the Screen Actors Guild – American Federation of Television and Radio Artists strikes during 2023.

Food and beverage revenues increased $33.9 million, or 2.6%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the increase in food and beverage per patron, partially offset by the decrease in attendance. Food and beverage per patron increased 3.3% from $8.30 to $8.57 primarily due to an increase in average prices and the percentage of guests making transactions, partially offset by lower units per transaction by guests and more frequent attendance from our AMC Stubs members.

Total other theatre revenues increased $52.7 million, or 16.2%, during the year ended December 31, 2025, compared to the year ended December 31, 2024 primarily due to increases in advertising income, income from ticket fees due to the increase in the percentage of guests paying ticket fees, retail food and beverage income, retail merchandise income, co-brand credit card revenue, and distribution revenue. As a result of our Amended ESA, advertising income increased from the prior year by $15.6 million due to an increase in discount rates related to the significant financing component of the Amended ESA, partially offset by lower amortization of deferred revenues due to an increase in the term of the Amended ESA. See Note 2—Revenue Recognition in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about the Amended ESA.

Operating costs and expenses. Operating costs and expenses increased $87.1 million, or 2.4%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. Film exhibition costs increased $31.7 million, or 3.2%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the increase in admissions revenues due to the factors discussed above, partially offset by lower film rental terms. As a percentage of admissions revenues, film exhibition costs were 51.2% for the year ended December 31, 2025, compared to 51.6% for the year ended December 31, 2024. The decrease in film exhibition cost percentage is primarily due to the concentration of box office revenues in lower grossing films in the current year, which typically results in lower film exhibition costs.

Food and beverage costs increased $15.5 million, or 6.9%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues due to the factors discussed above. As a percentage of food and beverage revenues, food and beverage costs were 18.1% for the year ended December 31, 2025, compared to 17.3% for the year ended December 31, 2024.

Operating expense increased by $75.0 million, or 6.0%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in operating expense was primarily due to increases in salaries and wages expense, utilities expense, computer maintenance costs, retail merchandise costs, premium format expense and losses on disposition of assets. As a percentage of revenues, operating expense was 35.8% for the year ended December 31, 2025, compared to 35.3% for the year ended December 31, 2024. The increase in operating expense as a percentage of revenues is primarily due to the operating leverage lost as attendance decreases. Rent expense increased $0.2 million during the year ended December 31, 2025 compared to the year ended December 31, 2024.

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Other. Other general and administrative expense decreased $6.5 million, or 4.3%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to declines in stock-based compensation expense due to lower than expected annual performance compared to unindexed annual targets in the current year compared to the prior year, lower insurance costs, and lower legal costs, partially offset by increases in bonus expense as a result of higher than expected annual performance compared to industry box office indexed annual targets in the current year compared to the prior year.

Depreciation and amortization. Depreciation and amortization decreased $8.4 million, or 3.4%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2024.

Impairment of long-lived assets. During the year ended December 31, 2025, we recognized non-cash impairment losses of $28.0 million on 47 theatres in the U.S. markets with 560 screens (in Alabama, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Louisiana, Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin).

Other expense (income). Other expense of $153.5 million during the year ended December 31, 2025 was primarily due to a $103.3 million loss on extinguishment of $337.4 million aggregate principal amount of our Existing Exchangeable Notes, a $99.0 million loss on extinguishment of $590.0 million aggregate principal amount of our Existing 7.5% Notes, $19.3 million of expense related to the increase in fair value of the derivative liability for the embedded derivative features in the New Exchangeable Notes, and $3.1 million in term loan modification third party fees, partially offset by $(56.7) million of income related to the decrease in fair value of the derivative liability for the embedded conversion feature in the Existing Exchangeable Notes, $(5.7) million of equity in earnings of non-consolidated entities and $(6.6) million of gain on the extinguishment of our Second Lien Notes. Other income of $(124.4) million during the year ended December 31, 2024 was primarily due to $(75.8) million of income related to the decrease in fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes, a gain on extinguishment of debt of $(40.3) million related to the redemption of $837.7 million aggregate principal amount of the Second Lien Notes, $(40.2) million of recoveries related to shareholder litigation, $(10.7) million of equity in earnings of non-consolidated entities, and $(3.6) million of other settlement proceeds, partially offset by $42.3 million of third party costs related to the modification of the Term Loans due 2026. See Note 1—The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about the components of other expense (income).

Interest expense. Interest expense increased $84.8 million to $463.3 million for the year ended December 31, 2025, compared to $378.5 million during the year ended December 31, 2024, primarily due to increased interest expense of $51.4 million on the New 2029 Notes issued on July 24, 2025, $36.8 million on the New Term Loans compared to the Term Loans due 2026, $28.2 million related to higher discount rates on the significant financing component of the Amended ESA, $9.3 million on the Existing Exchangeable Notes issued on July 22, 2024, and $8.8 million on the New Exchangeable Notes issued on July 1, 2025, partially offset by declines in interest expense of $23.1 million on the Second Lien Notes due to redemptions of the remaining principal balances, $19.7 million on the Existing 7.5% Notes due 2029 due to redemptions of $590.0 million aggregate principal amount on July 24, 2025, $4.0 million on the Senior Subordinated Notes due 2025 due to redemptions of the remaining principal balances and $1.5 million on the Senior Subordinated Notes due 2026 due to redemptions of the remaining principal balances. See Note 2—Revenue Recognition in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about the Amended ESA, and see Note 7—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 additional information about our indebtedness.

Investment income. Investment income was $(31.0) million for the year ended December 31, 2025, compared to investment income of $(14.0) million for the year ended December 31, 2024. Investment income in the current year

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includes $(34.4) million of realized and unrealized gains on our investments in common shares and warrants to purchase common shares in Hycroft and interest income of $(6.9) million, partially offset by an impairment charge of $10.3 million related to our investment in an equity security without a readily determinable fair value measured at cost less any impairments. Investment income in the prior year includes interest income of $(16.9) million, partially offset by unrealized losses of $2.9 million on our investments in common shares and warrants to purchase common shares in Hycroft. See Note 1 —The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about our investments in Hycroft.

Income tax provision. The income tax provision was $2.7 million and $0.0 million for the years ended December 31, 2025, and December 31, 2024, respectively. See Note 9—Income Taxes in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

Net loss. Net loss was $536.1 million and $262.5 million during the years ended December 31, 2025, and December 31, 2024, respectively. Net loss during the year ended December 31, 2025 compared to net loss for the year ended December 31, 2024 was negatively impacted by decreases in other income due to losses on extinguishment of corporate borrowings, declines in income related to our bifurcated embedded derivatives during the current period, declines in gains on extinguishment of corporate borrowings, and declines in legal settlements and recoveries during the prior period, increases in food and beverage cost percentage, increases in operating expense, increases in rent, increases in interest expense, and increases in income tax provision, partially offset by the increase in average ticket prices and food and beverage per patron, the decrease in film exhibition cost percentage, increases in other revenues, increases in investment income, decreases in general and administrative expenses, decreases in depreciation and amortization and decreases in impairment of long-lived assets.

Theatrical Exhibition–International Markets

Revenues. Total revenues increased $49.8 million, or 4.6%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. Admissions revenues increased $17.0 million, or 2.6%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to an increase in average ticket price of 8.6%, partially offset by a decrease in attendance of 5.5% from 67.3 million patrons to 63.6 million patrons. The increase in average ticket price was primarily due to increased ticket prices and increases in foreign currency translation rates. Attendance decreased due to the popularity of film product compared to the prior year.

Food and beverage revenues increased $12.5 million, or 3.9%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, due to the increase in food and beverage per patron, partially offset by the decrease in attendance. Food and beverage per patron increased 10.0% from $4.80 to $5.28 primarily due to an increase in average prices, increases in 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 increased $20.3 million, or 16.1%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to increases in income from expirations of package tickets and gift cards in our International markets, retail merchandise income, and increases in foreign currency translation rates.

Operating costs and expenses. Operating costs and expenses increased $62.7 million, or 5.5%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. Film exhibition costs increased $4.3 million, or 1.7%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the increase in admissions revenues due to the factors discussed above, partially offset by lower film rental terms. As a percentage of admissions revenues, film exhibition costs were 38.5% for the year ended December 31, 2025, compared to 38.9% for the year ended December 31, 2024. The decrease in film exhibition cost percentage is primarily due to the concentration of box office revenues in lower grossing films in the current year, which typically results in lower film exhibition costs.

Food and beverage costs increased $5.9 million, or 7.4%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues due to the factors discussed above. As a percentage of food and beverage revenues, food and beverage costs were 25.6% for the year ended December 31, 2025, compared to 24.7% for the year ended December 31, 2024.

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Operating expense increased by $31.6 million, or 7.4%, during the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase in operating expense was primarily due to increases in salaries and wages expense, utilities expense, and increases in foreign currency translation rates. As a percentage of revenues, operating expense was 40.2% for the year ended December 31, 2025, compared to 39.1% for the year ended December 31, 2024. The increase in operating expense as a percentage of revenues is primarily due to the operating leverage lost as attendance decreases. Rent expense increased $13.5 million, or 6.0%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to increases in foreign currency translation rates.

Other. Other general and administrative expense increased $10.0 million, or 13.1%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to increases in bonus expense as a result of higher than expected annual performance compared to annual industry box office indexed targets in the current year compared to the prior year and increases in foreign currency translation rates, partially offset by declines in stock-based compensation expense due to lower than expected annual performance compared to annual unindexed targets in the current year compared to the prior year and lower professional and consulting costs.

Depreciation and amortization. Depreciation and amortization increased $2.3 million, or 3.2%, during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to increases in foreign currency translation rates, partially offset by theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2024.

Impairment of long-lived assets. During the year ended December 31, 2025, we recognized non-cash impairment losses of $15.5 million on 20 theatres in the International markets with 159 screens (in Germany, Italy, Spain, Sweden, and the United Kingdom), which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2024, we recognized non-cash impairment losses of $20.4 million on 23 theatres in the International markets with 188 screens (in Germany, Italy, Spain, and the United Kingdom), which were related to property, net and operating lease right-of-use assets, net.

Other income. Other income of $(41.1) million during the year ended December 31, 2025 includes $(28.1) million in foreign currency transaction gains, $(10.8) million of governmental assistance, and $(1.2) million of equity in earnings of non-consolidated entities. Other income of $(31.8) million during the year ended December 31, 2024 was primarily due to the favorable settlement of a vendor dispute of $(36.2) million, $(1.7) million of equity in earnings of non-consolidated entities, partially offset by $7.0 million of foreign currency transaction losses. See Note 1—The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for additional information about the components of other (income) expense.

Interest expense. Interest expense increased $1.7 million to $66.9 million for the year ended December 31, 2025, compared to $65.2 million during the year ended December 31, 2024, primarily due to increased interest expense on corporate borrowings and finance lease obligations. See Note 3—Leases and Note 7—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 additional information about our indebtedness and finance leases.

Investment income. Investment income was $1.1 million for the year ended December 31, 2025, compared to investment income of $2.3 million for the year ended December 31, 2024. Investment income is comprised of interest income in the current and prior periods.

Income tax provision. The income tax provision was $1.8 million and $2.1 million for the years ended December 31, 2025, and December 31, 2024, respectively. See Note 9—Income Taxes in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

Net loss. Net loss was $96.3 million and $90.1 million during the years ended December 31, 2025, and December 31, 2024, respectively. Net loss during the year ended December 31, 2025 compared to net loss for the year ended December 31, 2024 was negatively impacted by increases in food and beverage cost percentage, increases in operating expense, increases in rent, increases in general and administrative expenses, increases in depreciation and amortization, increases in interest expense, decreases in investment income, and increases in foreign currency translation rates, partially offset by the increase in average ticket prices, the increase in food and beverage per patron, the decrease in film exhibition cost percentage compared to the prior year, increases in other revenues, decreases in impairment of long-lived assets, increases in other income, and decreases in income tax provision.

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Results of Operations—For the Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023

For a comparison of our results of operations for the year ended December 31, 2024, compared to the year ended December 31, 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, 2024, filed with the Securities and Exchange Commission on February 26, 2025, which is incorporated herein by reference.

Liquidity and Capital Resources—For the Year Ended December 31, 2025, Compared to the Year Ended December 31, 2024

Our consolidated revenues are primarily collected in cash, principally through admissions and food and beverage sales. We have an operating “float” which partially finances our operations and which generally permits us to maintain a smaller amount of working capital capacity. This float exists because admissions revenues are received in cash, while exhibition costs (primarily film rentals) are ordinarily paid to distributors from 20 to 45 days following receipt of admissions revenues. Film distributors generally release the films which they anticipate will be the most successful during the summer and year-end holiday seasons. Consequently, we typically generate higher revenues during such periods and experience higher working capital requirements following such periods.

We had working capital deficits (excluding restricted cash) as of December 31, 2025 and December 31, 2024 of $(1,090.6) million and $(846.1) million, respectively. As of December 31, 2025 and December 31, 2024, working capital included operating lease liabilities of $560.0 million and $524.9 million, respectively, and deferred revenues of $465.5 million and $432.4 million, respectively.

As of December 31, 2025, we had cash and cash equivalents of approximately $428.5 million compared to $632.3 million as of December 31, 2024.

During the year ended December 31, 2025, we took action to lower our future interest expense of our fixed-rate debt through debt buybacks and exchanges for equity and enhanced liquidity through equity issuances. See Note 7—Corporate Borrowings and Finance Lease Liabilities, Note 8—Stockholders’ Deficit, and Note 14—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information regarding equity issuances and debt repurchases and exchanges.

2025 Refinancing Transactions

On July 24, 2025, Muvico issued $857.0 million aggregate principal amount of New 2029 Notes in exchange for $590.0 million aggregate principal amount of Existing 7.5% Notes and $244.4 million of incremental, new money financing. On the same day, Muvico also issued $194.4 million aggregate principal amount of New Exchangeable Notes in exchange for $194.4 million aggregate principal amount of Existing Exchangeable Notes. 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. We used the new money financing from the issuance of the New 2029 Notes to fully redeem our Senior Subordinated Notes due 2026 and our Second Lien Notes, and also to pay consent fees to the Consenting Term Loan Lenders.

The New Exchangeable Notes were not initially exchangeable into Common Stock. At the 2025 Annual Meeting, our stockholders approved an amendment to the Company’s Certificate of Incorporation for the Authorized Share Increase which allowed for the New Exchangeable Notes to become exchangeable and lowered the interest rate to 1.5% cash interest. The Authorized Share Increase also allowed for a $15.0 million consent fee payable to Consenting Existing Exchangeable Noteholders to be payable in the form of shares of Common Stock, based on a price determined based on the average of the daily volume weighted average price of our Common Stock for the sixty consecutive trading days commencing on December 22, 2025. On December 22, 2025, the Company and the holders of the New Exchangeable Notes agreed to amend the New Exchangeable Notes Indenture to amend and restate the Exchange Rate and allow for up to $150.0 million of net proceeds from sales of at-the-market offerings. The amendments were memorialized in a supplemental indenture dated January 12, 2026 (the “New Exchangeable Notes Supplemental Indenture”). As consideration for the indenture amendments the Company will pay the New Exchangeable Noteholders a consent fee of $6.25 million payable in shares of Common Stock. The number of shares will be based on the average of the daily volume weighted average price of our Common Stock for the sixty consecutive trading days commencing on December 22, 2025.

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2024 Refinancing Transactions

In 2024, we completed the 2024 Refinancing Transactions with two creditor groups to refinance and extend to 2029 and 2030 the maturities of our debt previously maturing in 2026.

In connection with the refinancing:

●

We entered into the New Term Loans.

●

The New Term Loans were (i) used as consideration for open market purchases of $1,895.0 million of our Term Loans due 2026 and (ii) exchanged for $104.2 million of our Second Lien Notes.

●

Muvico also completed a private offering for cash of $414.4 million aggregate principal of Existing Exchangeable Notes and used the proceeds from the offering to repurchase $414.4 million aggregate principal amount of Second Lien Notes.

See Note 7—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.

We expect, from time to time, to continue to seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, the availability of authorized share capital, contractual restrictions, and other factors. The amounts involved may be material and, to the extent equity is used, dilutive. For example, on February 17, 2026, we launched the Financing Transaction to refinance the New Term Loans and Odeon Notes due 2027. There can be no assurance that we will successfully enter into an agreement with respect to or complete the Financing Transaction, which is subject to, among other things, market and other conditions, and the negotiation and execution of definitive documents.

Liquidity Requirements

We believe our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund our operations and satisfy our obligations currently and through the next twelve months. Our current cash burn rates are not sustainable long-term. In order to achieve net positive cash flows from operating activities we believe that revenues will need to increase to levels at least in line with pre-COVID-19 revenues. North America box office grosses were down approximately 22% for the year ended December 31, 2025, compared to the year ended December 31, 2019. Until such time as we are able to achieve net positive cash flows from operating activities, it is difficult to estimate our future cash burn rates and liquidity requirements. Depending on our assumptions regarding the timing and ability to achieve levels of revenue, the estimates of amounts of required liquidity vary significantly.

There can be no assurance that the revenues, attendance levels and other assumptions used to estimate our liquidity requirements and future cash burn rates will be correct, and our ability to be predictive is uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels and success of individual titles. Further, there can be no assurances that we will be successful in generating the additional liquidity necessary to meet our obligations beyond twelve months from the issuance of this Annual Report on terms acceptable to us or at all.

The following is a summary of our net cash flows for the years ended December 31, 2025 and December 31, 2024:


(in millions)	December 31, 2025		December 31, 2024
Operating activities	$	(119.8)	$	(50.8)
Investing activities		(221.6)		(242.9)
Financing activities		125.2		68.4

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Cash Flows from Operating Activities

Net cash used in operating activities increased by $69.0 million primarily due to a decrease in cash received from working capital, increases in operating expenses including salaries and wages expense, utilities expense, computer maintenance costs, retail merchandise costs, premium format expense, decrease in attendance, increases in general and administrative: other expenses, the increase in food and beverage cost percentage, an increase in cash paid for interest, a decrease in cash received from vendor dispute settlements, a decrease in shareholder litigation recoveries, and a decrease in other settlement proceeds. The preceding items were partially offset by an increase in average ticket price, an increase in food and beverage per patron, an increase in income from ticket fees due to the increase in percentage of guests paying ticket fees, an increase in retail food and beverage income, an increase in retail merchandise income, an increase in co-brand credit card revenue, an increase in distribution revenue, a decrease in film exhibition cost percentage, a decrease in third-party fees paid in connection with the modifications of term loans and an increase in government assistance received.

Cash Flows from Investing Activities

Net cash used in investing activities decreased by $21.3 million primarily due to proceeds from the sale of part of our investment in Hycroft and increases in proceeds from sales of long-term assets, partially offset by an investment in a non-consolidated entity, and an increase in capital expenditures.

We fund the costs of constructing, maintaining and remodeling our theatres through existing cash balances, cash generated from operations, lease incentives, or capital raised, as necessary. We generally lease our theatres pursuant to long-term, non-cancelable operating leases, which may require the developer who owns the property, to reimburse us for the construction costs. We estimate that our capital expenditures, net of lease incentives, will be approximately $175.0 million to $225.0 million for the year ending December 31, 2026 to maintain and enhance operations.

Cash Flows from Financing Activities

Net cash provided by financing activities increased $56.8 million, primarily due to increased proceeds from debt refinancing activities, partially offset by a decrease in proceeds from equity issuances and a decrease in taxes paid for restricted unit withholdings.

Dividends

The payment of future dividends is subject to the Board’s discretion, and dependent on many considerations, including limitations imposed by covenants in the agreements governing our indebtedness, operating results, capital requirements, strategic considerations and other factors.

Future Contractual Obligations

Our estimated future obligations as of December 31, 2025 include both current and long-term obligations. Our expected material contractual cash requirements over the next twelve months primarily consist of capital related betterments of $22.8 million, minimum operating lease payments of $945.6 million, finance lease payments of $9.0 million, and corporate borrowings principal and interest payments of $19.9 million and $381.3 million, respectively.

Pension funding. Our U.S., United Kingdom, and Sweden defined benefit plans are frozen. We fund our U.S. pension plans such that the plans are in compliance with Employee Retirement Income Security Act (“ERISA”) and the plans are not considered “at risk” as defined by ERISA guidelines. We expect to make $3.0 million of contributions to the defined pension plans during the year ended December 31, 2026.

Minimum operating lease and finance lease payments. We have current and long-term minimum cash requirements for operating lease payments of $945.6 million and $4,970.8 million, respectively. We have current and long-term minimum cash requirements for finance lease payments of $9.0 million and $68.7 million, respectively. The total amounts do not equal the carrying amount due to imputed interest. See Note 3—Leases in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K, for a summary of the estimated future repayment terms for the minimum operating lease and finance lease amounts.

Corporate borrowings principal and interest payments. We have current and long-term cash requirements for the payment of principal related to corporate borrowings of $19.9 million and $4,004.3 million, respectively. The

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total amount does not equal the carrying amount due to unamortized discounts, premiums and deferred charges. Based upon the December 31, 2025 outstanding principal balances and interest rates, we have current and long-term cash interest payment requirements related to our corporate borrowings of $381.3 million and $769.0 million, respectively. The cash interest payment requirements for our New Term Loans and New 2029 Notes were estimated using interest rates of 10.731% and 9.0%, respectively, based on the interest rates in effect as of December 31, 2025. In 2026, we assume that we will pay interest on the Existing Exchangeable Notes in-kind in the form of additional Existing Exchangeable Notes.

See Note 7—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, including a schedule of outstanding principal balances, applicable interest rates, and maturity dates for each individual borrowing and a schedule of required principal payments and maturities of corporate borrowings as of December 31, 2025.

Covenant Compliance

As of December 31, 2025, we believe that we were in full compliance with all agreements, including related covenants, governing our outstanding debt.

Liquidity and Capital Resources—For the Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023

For a comparison of our liquidity and capital resources for the year ended December 31, 2024, compared to the year ended December 31, 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, 2024, filed with the SEC on February 26, 2025, which is incorporated herein by reference.

New Accounting Pronouncements

See Note 1—The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for information regarding recently issued accounting standards.

Formation of Unrestricted Subsidiaries

On July 22, 2024, American-Multi Cinema Inc. (“Multi-Cinema”), a Missouri corporation and a direct subsidiary of Holdings, assigned or transferred the net assets (“Theatre Net Assets”) of 175 theatres and transferred a 100% interest in certain intellectual property assets to its direct subsidiary Centertainment Development, LLC (“Centertainment”), and the Theatre Net Assets were in turn transferred to Centertainment’s direct wholly-owned subsidiary Muvico. Theatre Net Assets include lease contracts and theatre property, including furniture, fixtures, plant and equipment, and other working capital items associated directly with the theatre locations. At the same time, Muvico licensed the intellectual property back to Multi-Cinema for its continued use in the operation of its retained theatres and entered into a management agreement for Multi-Cinema to operate the theatres transferred to Muvico. Muvico and Centertainment (collectively, the “Muvico Group”) are unrestricted subsidiaries under the indenture governing Holdings’ Existing 7.5% Notes.

Unrestricted Subsidiaries’ Financial Information and Operating Metrics

Pursuant to the indenture governing Holdings’ Existing 7.5% Notes, the indenture governing Muvico’s New Exchangeable Notes, and the Credit Agreement governing Holdings’ and Muvico’s New Term Loans, we are presenting the following financial information and operating metrics for the Muvico Group separately from Holdings and its restricted subsidiaries (the “Restricted Subsidiaries” and collectively with Holdings, the “AMC Group”). AMC Theatres of UK Limited, which is an unrestricted subsidiary under the indenture governing Holdings’ Existing 7.5% Notes has been included with the Restricted Subsidiaries for the purposes of the following presentation of financial information and operating metrics (this subsidiary is individually immaterial). The financial information presented for AMC Group and Muvico Group is presented on a standalone basis with discrete identification of the assets, liabilities, revenues and expenses associated with the Theatre Net Assets that were transferred to Muvico. Intercompany transactions between entities within the AMC Group or within the Muvico Group have been eliminated. Certain entities within the AMC Group and within the Muvico Group are parties to intercompany management, licensing, and debt agreements with each other. These transactions are reflected discretely within the columnar presentation below and are properly eliminated

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upon consolidation. The financial information is also prepared using the historical cost carrying values of Holdings, the top parent entity.

Holdings and Muvico are co-borrowers and joint and severally liable for the New Term Loans. Pursuant to ASC 405-40 we have allocated fifty percent (50%) of the liabilities, interest expense and cash flows each to Muvico and Holdings, respectively. The basis of this allocation is the amount we expect each party to pay.

Year Ended December 31, 2025

AMCEH &

Restricted

Muvico Group

Subsidiaries/AMC

Unrestricted

Group (1)

Subsidiaries

Eliminations

(In millions)

 

(unaudited)

AMC ENTERTAINMENT HOLDINGS, INC. 10-K