What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-02-26 compared with 2024-02-28 · 119 added, 102 removed, 269 unchanged (45% of the section changed)

2 unchanged sentences

Financial Risks

● absent more normalized levels of attendance and operating revenues, 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;

● absent more normalized levels of attendance and revenues, 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 ;

1 unchanged sentence

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

● 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 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;

● 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;

● increased use of alternative film delivery methods, including premium video on demand or other forms of entertainment;

● 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;

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

● 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;

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

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

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

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

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

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

● the expiration of our current equity incentive plan could cause difficulties in retaining and hiring executives, which could cause an adverse impact on cash flow or adverse accounting consequences from alternative forms of compensation.

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

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

Regulatory Risks

● review by antitrust authorities in connection with acquisition opportunities;

● risks relating to the incurrence of legal liability, including costs associated with ongoing securities class action lawsuits;

● 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;

● 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;

● 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.

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

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

● review by antitrust authorities in connection with acquisition opportunities;

● 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

1 unchanged sentence

● 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 market price of our Common Stock and our business may be materially adversely affected by the Noteholder Action and related claims;

● 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;

● 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;

1 unchanged sentence

● an issuance of preferred stock, including the Series A Convertible Participating Preferred Stock, could dilute the voting power of the common stockholders and adversely affect the market value of our 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.

Financial Risks

In the absence of significant increases in operating revenues and attendance from current levels, or obtaining significant additional sources of liquidity, an investment in our Common Stock is highly speculative;

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, reductions or abatements of its rent obligations and/or significant increases in operating revenues and attendance levels , see Liquidity and Capital Resources—For the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 included in Part II, Item 7 thereof for further information regarding operating revenue and attendance assumptions.

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, 2024 Compared to the Year Ended December 31, 2023 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.

1 unchanged sentence

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 more normalized levels of attendance and operating 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 operating revenues and attendance, scheduled releases may be postponed or moved to the home video market, or the attendance levels of, and revenues generated by, our theatres may normalize at a level that will not support our substantial amount of indebtedness, rent liabilities or other obligations.

Further, any relief provided by lenders, governmental agencies, and business

partners may not be adequate and may include onerous terms, scheduled film releases may fail to drive increased revenues and attendance, scheduled releases may be postponed or moved to the home video market, or the attendance levels of, and revenues generated by, our theatres may improve at a level that will not support our substantial amount of indebtedness, rent liabilities or other obligations.

Due to these factors, if the Company is unable to obtain the necessary additional sources of liquidity, an investment in our Common Stock is highly speculative.

Significant impacts on our business caused by changes in the film exhibition industry during the course of and after the COVID-19 pandemic include, and are likely to continue to include, among others:

(1) decreased attendance at our theatres, including due to changes in consumer behavior in favor of viewing feature-length movies at home on directly to video streaming or PVOD platforms or spending on alternative forms of entertainment, (2) unavailability of employees due to general shortages in the labor market, (3) our inability to generate significant cash flow from operations if our theatres continue to operate at significantly lower than historical levels, which could lead to a need to increase our indebtedness, and negatively impact our ability to comply with the financial covenants, as applicable, in our debt agreements and (4) our inability to service our existing and future indebtedness or other liabilities.

With the changing operating landscape for the film exhibition industry following the COVID-19 pandemic, coupled with decreases in revenue during that time frame, we may face difficulty in maintaining relationships with our creditors, landlords, vendors, motion picture distributors, customers, and employees.

Since the outbreak of the COVID-19 virus, some movie studios have reduced the theatrical exclusive release window, have skipped a theatrical release and released their movies through streaming or other channels, or have announced that future theatrical releases will be released concurrently through streaming channels.

Studios may continue to do so with additional releases.

Work stoppages by the Writers Guild of America and Screen Actors Guild – American Federation of Television and Radio Artists during 2023 also had an impact upon the production pipeline for theatrical releases by most studios, which are expected to have the effect of decreasing the volume of theatrical releases in 2024, and therefore negatively affect our attendance levels and revenue.

(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 flow from operations 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.

The new collective bargaining agreements with these labor unions may lead to increased costs to create content, which could cause studios to demand greater fees for the exhibition of their motion pictures, or further reduce the amount of future theatrical releases.

In the event the Company’s operating revenues do not continue to increase to 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 operating revenues do not normalize 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.

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.

2 unchanged sentences

As of December 31, 2024, we also had approximately $4.2 billion of discounted rental payments under operating leases (with a weighted average remaining lease term of 8.1 years).

Including repayments of deferred lease amounts, the Company’s cash expenditures for rent increased substantially in the second, third, and fourth quarters of 2021 and throughout 2022 and 2023 as previously deferred rent payments and landlord concessions started to become current obligations.

The Company received rent concessions provided by the lessors that aided in mitigating the economic effects of COVID-19 during the pandemic.

These concessions primarily consisted of rent abatements and the deferral of rent payments.

As a result, deferred lease amounts were approximately $56.3 million as of December 31, 2023.

See Note 3 — Leases in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for a summary of the estimated future repayment terms for the deferred lease amounts due to COVID-19.

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

● we entered into the Ninth Amendment (as defined in Note 8 — Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) , pursuant to which the requisite revolving lenders party thereto agreed to extend the fixed date for the termination of the suspension period for the financial covenant applicable to the Senior Secured Revolving Credit Facility from March 31, 2021 to March 31, 2022, which was further extended by the Eleventh

Amendment (as defined in Note 8 — Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) and Twelfth Amendment (as defined in Note 8 — Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) from March 31, 2022 to March 31, 2023 and then from March 31, 2023 to March 31, 2024, respectively, in each case, as described, and on the terms and conditions specified, therein, including a minimum liquidity requirement of $100 million during the covenant suspension period.

A breach of any condition to the financial covenant suspension set forth in the Credit Agreement may result in an event of default under the Credit Agreement or resume testing of the financial covenant.

The current maturity date of the Senior Secured Revolving Credit Facility is April 22, 2024 and we currently do not expect to extend such maturity or replace the Senior Secured Revolving Credit Facility upon such maturity;

● we must use a substantial portion of our cash flow from operations 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;

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

● we are exposed to fluctuations in interest rates because our senior credit facilities have variable rates of interest;

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

● 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;

4 unchanged sentences

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.

7 unchanged sentences

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.

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, 2023, December 31, 2022, and December 31, 2021, we recorded impairment of long-lived asset charges of $106.9 million, $133.1 million, $77.2 million, respectively.

During the years ended December 31, 2024, December 31, 2023, and December 31, 2022, we recorded impairment of long-lived asset charges of $72.3 million, $106.9 million, and $133.1 million, respectively.

The assets impaired during year 2024 included 39 theatres in the U.S.

9 unchanged sentences

In addition, covenants under our existing indebtedness limit our ability to incur additional indebtedness, and the performance of any additional or improved theatres may not be sufficient to service the related indebtedness that we are permitted to incur.

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

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

We are currently not paying a cash dividend.

1 unchanged sentence

Our subsidiaries’ ability to make distributions to us will depend on their ability to generate substantial operating cash flow.

Our ability to pay dividends to our stockholders in the future is subject to the terms of our Credit Agreement and the indentures governing our outstanding notes.

Our ability to pay dividends to our stockholders in the future is subject to the terms of our New Term Loan Credit Agreement and the indentures governing our indebtedness.

Our operating cash flow 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.

4 unchanged sentences

● 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;

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

● the amount of dividends distributed is and will be subject to contractual restrictions under the restrictive payment covenants contained in the New Term Loan 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;

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

10 unchanged sentences

Motion picture production is highly dependent on labor that is subject to various collective bargaining agreements.

Stikes by the Writers Guild of America and the Screen Actors Guild–American Federation of Television and Radio Artists during 2023 halted production of motion pictures for several months, and are expected to delay or otherwise affect the supply, of certain motion pictures.

The disruption in film production may also cause delays for currently scheduled film release dates.

It is difficult to anticipate the scope and timing of such delays.

It is difficult to predict the full extent of the adverse impact of the strikes on the Company’s business and results of operations in future reporting periods.

Studios are party to collective bargaining agreements with a number of other labor unions, and failure to reach timely agreements or renewals of existing agreements, including pending renewals with the American Federation of Musicians and the International Alliance of Theatrical Stage Employees, may further affect the production and supply of theatrical motion picture content.

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

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.

3 unchanged sentences

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.

3 unchanged sentences

markets’ box office revenues in 2024 and five movie studio distributors representing approximately 74% of our International markets’ box office revenues in 2024, 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

or for some other reason.

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 or for some other reason.

To the extent that we are unable to license a popular film for exhibition in our theatres, our operating results may be adversely affected.

1 unchanged sentence

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.

Additionally, during the COVID-19 pandemic, certain movie studios adopted strategies that have eliminated the theatrical exclusive release window.

While this trend has diminished in 2023 as the COVID-19 pandemic has diminished, studios may adopt similar strategies in the future that shorten or eliminate the theatrical release window.

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.

2 unchanged sentences

Potential cybersecurity incidents could interfere with our business and operations.

Computer hacking, installation of malware, installation of ransomware, phishing, and spamming attacks against online networking platforms have become more prevalent and more sophisticated.

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.

2 unchanged sentences

None of these attempts has individually or in the aggregate resulted in a cybersecurity 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.

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.

10 unchanged sentences

food and beverage operations.

Items such as consumable oils used in food preparation and containers/packaging for food and beverage service have been impacted by price and availability in both the U.S.

markets and International markets.

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;

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;

9 unchanged sentences

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.

During the recovery from the impacts of the COVID-19 pandemic, we have, with regard to certain items, experienced difficulties in maintaining a consistent supply, seen delays in production and deliveries, been required to identify alternative suppliers, and suspended sales regionally or entirely.

We expect these issues to continue for the foreseeable future and plan to minimize the impact by focusing on the supply of those items with the greatest impact on our sales and operations.

The success of our business depends on our ability to recruit and retain staff members for our theatres.

Labor shortages and demand for staff are becoming more prominent after the COVID-19 pandemic.

Without proper staffing, wait times to buy tickets and concessions are extended, operating hours may be reduced, and, in some cases, theatres cannot open at all.

As patrons return to our theatres in greater numbers, 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 small available workforce.

Increased labor costs cut into profits already impacted by COVID-19 and the recovery from the pandemic.

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, war, or other unforeseen circumstances.

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.

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

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.

14 unchanged sentences

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.

The Company's current equity incentive plan expired in December 2023 and a new equity incentive plan has not been put into place.

Without a new equity incentive plan, the Company could experience difficulties retaining and hiring executives due to its inability to issue compensatory equity awards and could experience an adverse impact on its cash flow or adverse accounting consequences from alternative forms of compensation.

The current equity incentive plan of the Company expired at the end of its 10-year term in December 2023.

As required by New York Stock Exchange (“NYSE”) rules, the Company intends to ask its stockholders for approval of a new equity incentive plan at its 2024 annual meeting.

There can be no guarantee that the stockholders will approve a new plan.

The absence of an equity incentive plan may create challenges for executive recruitment and retention.

Absent a new plan, the Company could issue equity-related awards to be settled in cash.

The issuance of such awards may mitigate short-term risks related to executive recruitment and retention, but cash settlements of these awards would negatively impact cash flow and would require the Company to account for these awards based on the fair value of the related equity at the end of each reporting period, giving effect to the portion of services rendered during the requisite service periods.

Until such time as the stockholders approve a new equity incentive plan, equity-related awards made to executives would need to be settled in cash.

Continued issuance of cash-settled awards may not be sustainable given the Company’s cash flow challenges.

The operating cash flow of the Company is still negative.

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 plan to utilize AI to optimize internal software applications, marketing automation, and film booking.

As with many innovations, AI presents risks and challenges that could adversely impact our business.

AI technologies can create accuracy issues, unintended biases, and discriminatory outcomes, or may create content that appears correct but is inaccurate or flawed.

If the recommendations, content, or analyses that AI applications produce are or are alleged to be deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm.

The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity, and privacy and data protection.

For example, there is uncertainty around the validity and enforceability of intellectual property rights related to the use, development, and deployment of AI technologies.

Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to develop, deploy or use AI technologies.

There can be no assurance that the measures we have taken to mitigate the potential risks related to AI, including but not limited to generative AI, will be sufficient.

Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

Regulatory Risks

12 unchanged sentences

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.

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 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.

8 unchanged sentences

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.

Numerous countries have agreed to a statement in support of the Organization for Economic Co-operation and Development (“OECD”) model rules that propose a global minimum tax rate of 15% and European Union member states have agreed to implement the global minimum tax.

Certain countries, including European Union member states, have enacted or are expected to enact legislation to be effective as early as 2024, with widespread implementation of a global minimum tax expected by 2025.

We will continue to monitor pending legislation and implementation by individual countries and evaluate the potential impact on our business in future periods.

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

13 unchanged sentences

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

● 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, and adverse changes in political or economic relations with the United States;

● 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.

8 unchanged sentences

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 21, 2024, the outstanding shares of our Common Stock have increased by 258,070,230 shares (on a Reverse Stock Split adjusted basis) in a combination of at-the-market sales, conversion of Series A Convertible Participating Preferred Stock, shareholder litigation settlement, conversion of Class B common stock, conversion of notes, exchanges of notes, transaction fee payments, and equity grant vesting.

On March 14, 2023, the Company held the Special Meeting and obtained the requisite stockholder approval for 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.

Accordingly, 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.

From January 1, 2020 through February 18, 2025, the outstanding shares of our Common Stock have increased by 426,741,792 shares (on a Reverse Stock Split adjusted basis) in a combination of at-the-market sales, forward sales, conversion of Series A Convertible Participating Preferred Stock, shareholder litigation settlement, conversion of Class B common stock, conversion of notes, exchanges of notes, transaction fee payments, and equity grant vesting.

On March 14, 2023, the Company held a special meeting of our stockholders and obtained the requisite stockholder approval for the Charter Amendments (as defined herein) 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.

On July 22, 2024, the Company and certain of its subsidiaries consummated a series of refinancing transactions (the “Refinancing Transactions”) with certain lenders under the Company’s existing senior secured term loans maturing 2026 (the “Existing Term Loans”) and certain holders of its 10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 (the “Second Lien Notes”).

As a part of the Refinancing Transactions, and certain subsequent open-market purchases of Existing Term Loans, the Company repurchased and/or exchanged all of its Existing Term Loans for new terms loans maturing in 2029 and repurchased $414.4 million of its Second Lien Notes.

In connection with the Refinancing Transactions, Muvico, LLC, a newly formed wholly-owned subsidiary of the Company, issued $414.4 million aggregate principal amount of Exchangeable Notes that are exchangeable into shares of Common Stock.

If the outstanding Exchangeable Notes were converted fully into shares of our Common Stock as of the date hereof, they would be converted into an aggregate of 85,242,067 shares of Common Stock.

If the outstanding Exchangeable Notes were converted fully into shares of our Common Stock at maturity, and we were to elect to issue additional Exchangeable Notes as interest paid-in-kind (“PIK Notes”) on such outstanding Exchangeable Notes and PIK Notes to the full extent permitted during the life of the 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 Exchangeable Notes (including PIK Notes) would be convertible at maturity into an aggregate of 115,158,375 shares of Common Stock.

In addition, the indenture governing the Exchangeable Notes permits the issuance of up to an additional $50.0 million principal amount of Exchangeable Notes.

If such Exchangeable Notes were issued (subject to any then limitations on authorized shares), these Exchangeable Notes and any PIK Notes relating thereto would also be convertible into additional shares of our Common Stock.

As of February 18, 2025, there were 431,949,800 shares of Common Stock issued and outstanding.

We expect to 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 or for other purposes.

We have approximately 1,070,547 authorized shares of Common Stock remaining that have not been issued or reserved for issuance in connection with our employee stock based compensation plans or upon conversion of our outstanding Exchangeable Notes (including PIK Notes that were issued on the first interest payment date thereon and anticipated PIK Note issuances through December 15, 2025).

As a result, we may in the future seek to obtain the requisite stockholder approval for the authorization of an additional number of authorized and unissued and unreserved shares of Common Stock, which may be used for at-the-market sales, exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances.

Subject to any required stockholder authorization of additional Common Stock, we would expect to 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 Exchangeable Notes, including any PIK 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 under our equity compensation programs results in the issuance of new shares of Common Stock and shares withheld to cover tax withholding obligations upon vesting remain available for future grants.

Any of these events would likely dilute the ownership interests of current stockholders and reduce our earnings per share, and could have an adverse effect on the price of our shares of Common Stock.

For capitalized terms used herein but not defined see Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof.

Additionally, vesting of outstanding awards pursuant to our current and legacy equity compensation programs results in the issuance of new shares of Common Stock, net of any shares withheld to cover tax withholding

obligations upon vesting.

Any of these events may significantly dilute the ownership interests of current stockholders, reduce our earnings per share or have an adverse effect on the price of our shares of Common Stock.

If we were to seek but not obtain the requisite stockholder approval to increase our authorized shares, this could create substantial risks, which could have an adverse effect on the market price of our Common Stock, including that:

● we will be limited in our ability to issue equity to bolster our liquidity and respond to future challenges, including if revenues and attendance levels do not increase;

● for future financing, we may be required to issue additional debt, which may be unavailable on favorable terms or at all, and which would exacerbate the challenges created by our high leverage;

● we may be unable to issue currency in strategic transactions, including acquisitions, joint ventures or in connection with landlord negotiations, which may prevent us from entering into transactions that could increase shareholder value.

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 2023 through February 21, 2024, as adjusted for the Reverse Stock Split, the market price of our Common Stock has fluctuated from an intra-day low of $3.59 per share on February 6, 2024 to an intra-day high on the NYSE of $85.30 on February 28, 2023.

For example, during 2024 through February 24, 2025, the market price of our Common Stock has fluctuated from an intra-day low of $2.38 per share on April 16, 2024 to an intra-day high on the NYSE of $11.88 on May 14, 2024.

The last reported sale price of our Common Stock on the NYSE on February 24, 2025 was $3.36 per share.

5 unchanged sentences

● 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;

● our market capitalization, as implied by various trading prices, currently reflects valuations that diverge significantly from those seen prior to recent volatility, 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;

● our market capitalization, as implied by various trading prices, currently reflects valuations that diverge 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;

● 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;

● if the market price of our Common Stock declines, you may be unable to resell your shares of Common Stock at or above the price at which you acquired them.

We cannot assure you that the equity issuance of our Common Stock will not fluctuate or decline significantly in the future, in which case you could incur substantial losses.

We may continue to incur rapid and substantial increases or decreases in the market price of our Common Stock in the foreseeable future that may not coincide in timing with the disclosure of news or developments by or affecting us.

● 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:

● the impacts resulting from the COVID-19 pandemic;

● 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;

● our current inability to pay dividends or other distributions;

● restrictions on our ability to pay dividends or other distributions;

● 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;

5 unchanged sentences

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

● 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;

● 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;

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

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

● legislative, administrative, regulatory or other actions affecting our business, our industry, including positions taken by the Internal Revenue Service (“IRS”);

● strategic actions taken by motion picture studios such as changes to the number of films to be released theatrically or the shuffling of film release dates;

● legislative, administrative, regulatory or other actions affecting our business or our industry, including positions taken by the Internal Revenue Service (“IRS”);

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

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

● ongoing impacts from the COVID-19 pandemic;

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

● general market and economic conditions.

The market price of our Common Stock and our business may be materially adversely affected by the Noteholder Action and related claims.

The market price of our Common Stock could also be negatively affected by any unfavorable outcome in the Noteholder Action described in Note 11—Commitments and Contingencies of the Notes to the Company’s Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

In addition, the noteholders pursuing the Noteholder Action have directed the trustee under the indenture governing the Existing First Lien Notes (as defined herein) to provide a notice of default thereunder, claiming that breaches alleged in the Noteholder Action as well as other claimed breaches arising under the Refinancing Transactions give rise to defaults and an event of default under the Existing First Lien Notes.

Even though the noteholders have not at this time attempted to accelerate the Existing First Lien Notes, and the Company would reject any such attempt as invalid, any such acceleration could in turn result in the acceleration of the Company’s other outstanding debt or have other negative consequences on our ability to operate and finance our business or otherwise.

Such an event could thereby have a material adverse effect on our business, financial condition and results of operations and on the market prices of our securities, including our Common Stock.

Additional litigation brought by the noteholders, other tactics associated therewith, or any publicity in connection therewith could also negatively affect the market price of our Common Stock.

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 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.

1 unchanged sentence

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 prices of our Common Stock and other so-called “meme” stocks.

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.

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.

2 unchanged sentences

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 September 29, 2023, the prospectus supplement filed November 9, 2023, 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.

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 April 24, 2024, the prospectus supplement filed December 6, 2024, 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.

6 unchanged sentences

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

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

These provisions include:

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors