What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-28 · 720 added, 747 removed, 1369 unchanged (52% of the section changed)

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment of long-lived assets

Description of the Matter

At December 31, 2023, the Company recorded impairment charges related to long-lived assets of $49.2 million and $57.7 million on theatres in the US and International markets, respectively.

For the year ended December 31, 2024, the Company recorded impairment charges related to long-lived assets of $51.9 million and $20.4 million on theatres in the US and International markets, respectively.

As discussed in Note 1 to the consolidated financial statements, the Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable.

Asset groups are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows.

The Company estimates the future undiscounted cash flows to be generated

by the asset groups and compares those estimates to the carrying value of the related asset groups.

Company estimates the future undiscounted cash flows to be generated by the asset groups and compares those estimates to the carrying value of the related asset groups.

If the carrying value exceeds the future undiscounted cash flows, the asset group may be impaired.

If the asset group is determined to be impaired, the carrying value of the asset group is reduced to fair value as estimated by a discounted cash flow model, with the difference recorded as an impairment charge.

If the asset is determined to be impaired, the carrying value of the asset group is reduced to fair value as estimated by a discounted cash flow model, with the difference recorded as an impairment charge.

Auditing management’s long-lived asset impairment analysis was highly judgmental due to the estimation required in determining the undiscounted cash flows and related fair values of an impaired asset group.

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We also involved our valuation specialists to assist in our evaluation of the discount rate used in the fair value estimates.

Initial Recognition of Exchangeable Notes and Related Features

Description of the Matter

In connection with the Company’s completion of a series of refinancing transactions (“Refinancing Transactions”) on July 22, 2024, the Company issued $414.4 million aggregate principal amount of new Exchangeable Notes, which include certain embedded conversion features that are required to be bifurcated from the Exchangeable Notes and measured at fair value at the end of each reporting period.

The fair value of the derivative liability associated with the embedded conversion feature was $233.4 million on July 22, 2024.

As discussed in Note 12 to the consolidated financial statements, the Company estimates the fair value of the derivative liability using a Binomial Lattice approach.

The inputs used to value the derivative liability include the Company’s common stock price, the volatility of the stock price, time to maturity, risk-free interest rate, credit spread, and the discount yield.

Auditing the Company’s accounting for the embedded conversion features was challenging given the complexity of the underlying accounting framework for analyzing the embedded features and the complexity of the underlying fair value methodology, which includes various assumptions that exhibit a higher degree of subjectivity.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s assessment of the embedded features of the Exchangeable Notes as well as the Company’s controls over the initial valuation of the derivative liability.

This included internal controls over management’s review of the significant assumptions of the fair value determination.

We also tested management’s controls to validate that the data used in the fair value calculation was complete and accurate.

To test management’s analysis of the embedded features and initial valuation of the bifurcated conversion features described above, we performed audit procedures that included reviewing, with the assistance of professionals in our firm with expertise in this area, the contractual agreements to understand the nature of the embedded features and the Company’s application of the various provisions of ASC 815 that govern the evaluation of whether embedded features

require bifurcation.

We also leveraged our valuation professionals to assist us in evaluating the appropriateness of the methods and models used by management to estimate the initial fair value of the derivative liability as well as the key assumptions used in the valuation.

We also tested the completeness and accuracy of the underlying data used to estimate the fair value of the derivative liability.

/s/ Ernst & Young LLP

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Opinion on Internal Control Over Financial Reporting

We have audited AMC Entertainment Holdings, Inc.

internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

We have audited AMC Entertainment Holdings, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, AMC Entertainment Holdings, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2023 and our report dated February 28, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 25, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Non-cash NCM exhibitor services agreement

Equity in (earnings) loss of non-consolidated entities

Investment expense (income)

Total other expense, net

Net loss before income taxes

Income tax provision (benefit)

Net loss attributable to noncontrolling interests

Net loss attributable to AMC Entertainment Holdings, Inc.

Net loss per share attributable to AMC Entertainment Holdings, Inc.'s common stockholders:

Loss before income taxes

Income tax provision

Net loss per share:

Basic and diluted

Average shares outstanding:

Weighted average shares outstanding:

Basic and diluted (in thousands)

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Other comprehensive loss:

Unrealized foreign currency translation adjustments

Realized loss on foreign currency transactions reclassified into investment income, net of tax

Unrealized foreign currency gain (loss) translation adjustments

Pension adjustments:

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Total comprehensive loss

Comprehensive loss attributable to noncontrolling interests

Comprehensive loss attributable to AMC Entertainment Holdings, Inc.

See Notes to Consolidated Financial Statements.

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Preferred stock, $ .01 par value per share, 50,000,000 shares authorized;

including Series A Convertible Participating Preferred Stock, no shares authorized, issued and outstanding as of December 31, 2023;

10,000,000 authorized;

7,245,872 issued and outstanding December 31, 2022, represented by AMC Preferred Equity Units, each representing an interest in a share of Series A Convertible Participating Preferred Stock, of which no shares are authorized, issued and outstanding as of December 31, 2023;

100,000,000 authorized;

72,458,705 issued and outstanding as of December 31, 2022

no shares issued and outstanding as of December 31, 2024, and December 31, 2024

Class A common stock ($ .01 par value, 550,000,000 shares authorized;

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(Gain) loss on extinguishment of debt

Gain on derivative liability

Deferred income taxes

Impairment of long-lived assets

Gain on dispositions of Baltics

Unrealized loss on investments in Hycroft

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Landlord contributions

Other non-cash rent benefit

Deferred rent

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Proceeds from disposition of Saudi Cinema Company

Proceeds from disposition of Baltics, net of cash and transaction costs

Proceeds from disposition of long-term assets

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Proceeds from issuance of First Lien Notes due 2029

Proceeds from issuance of Odeon Term Loan Facility

Proceeds from First Lien Toggle Notes due 2026

Proceeds from issuance of Odeon Senior Secured Notes due 2027

Scheduled principal payments under Term Loan due 2026

Proceeds from issuance of Term Loan due 2029

Scheduled principal payments under Term Loan borrowings

Principal payments under First Lien Notes due 2025

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Principal payments under Odeon Term Loan Facility

Principal payments under Second Lien Notes due 2026

Principal payments under Senior Subordinated Notes due 2024

Principal payments under finance lease obligations

Repayments under revolving credit facilities

Premium paid to extinguish First Lien Notes due 2025

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Repurchase of Senior Subordinated Notes due 2025

Repurchase of Second Lien Notes due 2026

Repurchase of Senior Subordinated Notes due 2026

Cash used to pay for deferred financing costs

Repurchase of Senior Subordinated Notes due 2027

Repurchase of Second Lien Notes due 2026

Principal payments under Term Loan due 2026

Cash used to pay deferred financing costs

Debt extinguishment costs

Taxes paid for restricted unit withholdings

Cash used to pay dividends

Payments related to sale of noncontrolling interest

Net cash provided by (used in) financing activities

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Cash paid during the period for:

Income taxes paid (received), net

Income taxes paid, net

Schedule of non-cash activities:

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Other third-party equity issuance costs payable

Deferred financing costs payable

Extinguishment of Second Lien Notes due 2026 in exchange for share issuance (1)

Convertible Notes due 2026 conversion, see Note 8-Corporate Borrowings and Finance Lease Liabilities

Extinguishment of the 2025 Notes in exchange for share issuance (1)

Extinguishment of the 2026 Notes in exchange for share issuance (1)

Extinguishment of Second Lien Notes due 2026 in exchange for Term Loans due 2029 (1)

Extinguishment of principal amount of the Second Lien Notes due 2026 in exchange for Term Loan due 2029 (1)

Extinguishment of principal amount of the Second Lien Notes due 2026 in exchange for Exchangeable Notes due 2030 (1)

(1) See Note 8—Corporate Borrowings and Finance Lease Liabilities for further information on debt extinguishments and the Refinancing Transactions.

See Notes to Consolidated Financial Statements.

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Participating

Class A and Class B Common Stock

Class A Common Stock

Preferred Stock

Preferred Equity

Treasury Stock

Comprehensive

Stockholders’

Noncontrolling

(In millions, except share and per share data)

Shares (1)(2)

Income (Loss)

Balance December 31, 2021

Other comprehensive loss

Baltics noncontrolling capital contribution

100% liquidation of Baltics

Class A common stock, accrued dividend equivalent adjustment

Share issuances

Class A common stock issuance to Mudrick

Convertible Notes due 2026 stock conversion

Wanda forfeit and cancellation of Class B shares

Taxes paid for restricted unit withholdings

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Share issuances

Taxes paid for restricted unit withholdings

Stock-based compensation

Balance December 31, 2022

Other comprehensive loss

Share issuances

Antara Forward Purchase Agreement (3)

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Balance December 31, 2023

Other comprehensive loss

Share issuances

Forward purchase agreements

Debt for equity exchange

Taxes paid for restricted unit withholdings

Stock-based compensation (4)

Balance December 31, 2024

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(3) Includes $ 75.1 million of cash proceeds and $ 118.6 million carrying value of the debt exchanged for AMC Preferred Equity Units.

(4) Includes 8,555 Common Stock shares and 15,370 AMC Preferred Equity Units awarded to the Board of Directors, 226,791 vested Common Stock RSUs and PSUs, and 254,074 AMC Preferred Equity Units RSUs and PSUs.

(4) Includes 202,392 Common Stock shares awarded to the Board of Directors and 489,342 vested Common Stock RSUs and PSUs.

See Notes to Consolidated Financial Statements

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(“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc.

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.

(“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.

Stock Split and Reverse Stock Split.

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The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations and satisfy its obligations currently and through the next twelve months.

The Company is subject to a minimum liquidity requirement of $ 100.0 million as a condition to the financial covenant suspension period under the Credit Agreement.

The Company believes it will comply with the minimum liquidity requirement through the current maturity date of the Senior Secured Revolving Credit Facility on April 22, 2024.

The Company currently does not expect to extend such maturity or replace the Senior Secured Revolving Credit Facility upon maturity, although it may seek to replace it in the future.

The Company’s cash burn rates are not sustainable long-term.

In order to achieve sustainable net positive operating cash flows and long-term profitability, the Company believes that operating revenues will need to increase to levels in line with pre-COVID-19 operating revenues.

In order to achieve sustainable net positive cash flows provided by operating activities and long-term profitability, the Company believes 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 23 % for the year ended December 31, 2024, compared to the year ended December 31, 2019.

Until such time as the Company is able to achieve positive operating cash flow, it is difficult to estimate the Company’s liquidity requirements, future cash burn rates, future operating revenues, and attendance levels.

Depending on the Company’s assumptions regarding the timing and ability to achieve levels of operating revenue, the estimates of amounts of required liquidity vary significantly.

There can be no assurance that the operating revenues, attendance levels, and other assumptions used to estimate the Company’s liquidity requirements and future cash burn rates will be correct, and the 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.

Additionally, the effects of labor stoppages, including but not limited to the Writers Guild of America strike and the Screen Actors Guild-American Federation of Television and Radio Artists strike that occurred during 2023 cannot be reasonably estimated and are expected to have a negative impact in 2024 on the future

film slate for exhibition, the Company’s future liquidity and cash burn rates.

Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet its obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.

The Company may, at any time and from time to time, seek to retire or purchase its outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise.

Until such time as the Company is able to achieve sustainable net positive cash flows provided by operating activities, it is difficult to estimate the Company’s future cash burn rates and liquidity requirements.

Depending on the Company’s assumptions regarding the timing and ability to achieve increased 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 the Company’s liquidity requirements and future cash burn rates will be correct, and the 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 the Company will be successful in generating the additional liquidity necessary to meet the Company’s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.

The Company expects, from time to time, to continue to seek to retire or purchase its 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 it may determine, and will depend on prevailing market conditions, its liquidity requirements, contractual restrictions and other factors.

The amounts involved may be material and to the extent equity is used, dilutive.

On December 22, 2022, the Company entered into the Forward Purchase Agreement with Antara pursuant to which the Company agreed to (i) sell to Antara 10,659,511 AMC Preferred Equity Units for an aggregate purchase price of $ 75.1 million and (ii) simultaneously purchase from Antara $ 100.0 million aggregate principal amount of the Company’s 10 %/ 12 % Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619 AMC Preferred Equity Units.

On February 7, 2023, the Company issued 19,762,130 AMC Preferred Equity Units to Antara in exchange for $ 75.1 million in cash and $ 100.0 million aggregate principal amount of the Company’s 10 %/ 12 % Cash/PIK Toggle Second Lien Notes due 2026.

The Company recorded $ 193.7 million to stockholders’ deficit as a result of the transaction.

The Company paid $ 1.4 million of accrued interest in cash upon exchange of the notes.

See Note 9—Stockholders’ Deficit for more information.

The below table summarizes the cash debt repurchase transactions that occurred during the year ended December 31, 2023, including related party transactions with Antara, which became a related party on February 7, 2023.

These transactions were executed at terms equivalent to an arms-length transaction.

See Note 8—Corporate Borrowings and Finance Lease Liabilities for more information.

Aggregate Principal

Reacquisition

Accrued Interest

(In millions)

Extinguishment

Related party transactions:

Second Lien Notes due 2026

5.875 % Senior Subordinated Notes due 2026

Total related party transactions

Non-related party transactions:

Second Lien Notes due 2026

Total non-related party transactions

Total debt repurchases

During the year ended December 31, 2022, the Company repurchased $ 118.3 million aggregate principal of the Second Lien Notes due 2026 for $ 68.3 million and recorded a gain on extinguishment of $ 75.0 million in other expense (income).

Additionally, during the year ended December 31, 2022, the Company repurchased $ 5.3 million aggregate principal of the Senior Subordinated Notes due 2027 for $ 1.6 million and recorded a gain on extinguishment of $ 3.7 million in other expense (income).

Accrued interest of $ 4.5 million was paid in connection with the repurchases.

See Note 8—Corporate Borrowings and Finance Lease Liabilities for more information.

The below table summarizes various debt for equity exchange transactions that occurred during the year ended December 31, 2023.

See Note 8—Corporate Borrowings and Finance Lease Liabilities, Note 9—Stockholders’ Deficit, and Note 16—Subsequent Events for more information.

Aggregate Principal

Accrued Interest

(In millions, except for share data)

Extinguishment

Second Lien Notes due 2026

During the year ended December 31, 2023, the Company raised gross proceeds of approximately $ 790.0 million and paid fees to sales agents and incurred third-party issuance costs of approximately $ 19.8 million and $ 9.9 million, respectively, through its at-the-market offering of approximately 88.0 million shares of its Common Stock and 7.1 million of its AMC Preferred Equity Units.

The Company paid $ 12.6 million of other third-party issuance costs during

the year ended December 31, 2023.

See Note 9—Stockholders’ Deficit for further information regarding the at-the-market offerings.

During the year ended December 31, 2022, the Company sold 20.8 million AMC Preferred Equity Units.

The Company generated approximately $ 228.8 million in gross proceeds from sales under one “at-the-market” offering program, paid fees to the sales agents and incurred third-party issuance costs of approximately $ 5.7 million and $ 5.5 million, respectively.

During the year ended December 31, 2021, the Company sold 24.2 million shares of the Company’s Common Stock and 24.2 million AMC Preferred Equity Units.

The Company generated $ 1,611.8 million in aggregate gross proceeds from sales under various “at-the-market” offering programs, paid fees to the sales agents of approximately $ 40.3 million and paid other fees of $ 0.8 million.

Temporarily Suspended or Limited Operations.

For approximately the first six months of the year ended December 31, 2021, the Company had suspended or limited operations in our International markets segment due to the COVID-19 pandemic.

As of June 30, 2021, substantially all of our International markets theatres had resumed operations.

See Note 8—Corporate Borrowings and Finance Lease Liabilities for a summary of debt transactions that occurred during the years ended December 31, 2024, December 31, 2023, and December 31, 2022.

Additionally, the Company has bolstered its liquidity through sales of its

Common Stock, see Note 9—Stockholders’ Deficit and Note 16—Subsequent Events for further information on these sales.

As of April 19, 2024, and in anticipation of the maturity of the Senior Secured Revolving Credit Facility, the Company voluntarily terminated the commitments under the Senior Secured Revolving Credit Facility in full and paid off any remaining obligations with respect to the Senior Secured Revolving Credit Facility.

The financial covenants and related covenant suspension conditions are no longer in effect pursuant to the terms of the Credit Agreement dated as of April 30, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified).

The Company currently does not expect to replace the Senior Secured Revolving Credit Facility.

The Company has entered into a new letter of credit facility in order to continue to provide letters of credit in the ordinary course of business following the termination of the Senior Secured Revolving Credit Facility.

Use of Estimates.

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All significant intercompany balances and transactions have been eliminated in consolidation.

Majority-owned subsidiaries that the Company has control of are consolidated in the Company’s consolidated subsidiaries;

consequently, a portion of its stockholders’ deficit, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests.

The Company manages its business under two reportable segments for its theatrical exhibition operations:

markets and International markets.

Noncontrolling Interests and Baltic Theatre Sale.

Majority-owned subsidiaries that the Company has control of are consolidated in the Company’s consolidated financial statements;

consequently, a portion of its stockholders’ deficit, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests.

On August 28, 2020, the Company entered into an agreement to sell its equity interest in Forum Cinemas OU, which consists of nine theatres located in the Baltic region (Latvia, Lithuania and Estonia) and that were included in the Company’s International markets reportable segment, for total consideration of approximately € 77.25 million, including cash of approximately € 64.35 million or $ 76.6 million prior to any transaction costs.

This transaction was undertaken by the Company to further increase its liquidity and strengthen its balance sheet.

The completion of the sale took place in several steps, as noted below, and was contingent upon clearance from each regulatory competition council in each country.

The Company received $ 37.5 million (€ 31.53 million) cash consideration upon entering into the sale agreement on August 28, 2020 and paid $ 0.5 million in transaction costs during the year ended December 31, 2020.

The Company transferred an equity interest of 49 % in Forum Cinemas OU to the purchaser and recorded an initial noncontrolling interest of $ 34.9 million in total equity (deficit).

Transaction costs of $ 1.4 million and net gain of $ 1.2 million related to the sale of 49 % equity interest of Lithuania and Estonia and the 100 % disposal of Latvia were recorded in additional paid-in capital during the year ended December 31, 2020 and were recorded in earnings during the year ended December 31, 2021 when the remaining 51 % interests in Lithuania and Estonia were disposed.

Also, during the year ended December 31, 2020, the Company received cash consideration of $ 6.2 million (€ 5.3 million), net of cash of $ 0.2 million for the remaining 51 % equity interest in Latvia.

At December 31, 2020, the carrying amounts of the major classes of assets and liabilities included as part of the disposal group that were previously included in the International markets reportable segment were;

goodwill of $ 41.8 million, property, net, of $ 13.0 million, operating lease right-of-use assets, net of $ 15.7 million, and current and long-term operating lease liabilities of $ 2.4 million and $ 13.7 million, respectively.

At December 31, 2020, the Company’s noncontrolling interest of 49 % in Lithuania and Estonia was $ 26.9 million.

During the year ended December 31, 2021, the Company received cash consideration of $ 34.2 million (€ 29.4 million), net of cash disposed of $ 0.4 million and transaction costs of $ 1.3 million, for the remaining 51 % equity interest in Estonia, 51 % equity interest in Lithuania and eliminated the Company’s noncontrolling interest in Forum Cinemas OU.

The Company recorded the net gain from the sale of its equity interest in Forum Cinemas OU of $ 5.5 million (net of transaction costs of $ 2.6 million) in investment expense (income) , during the year ended December 31, 2021.

The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer.

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As of December 31, 2024 and December 31, 2023, the Company recorded film payables of $ 143.9 million and $ 130.9 million, respectively, which are included in accounts payable in the accompanying consolidated balance sheets.

During the year ended December 31, 2024, films licensed from the Company’s seven largest movie studio distributors based on revenues accounted for approximately 84 % of our U.S.

admissions revenues, which consisted of Disney, Universal, Warner Bros., Sony, Paramount, MGM, and 20th Century Studios.

In Europe, approximately 74 % of the Company’s box office revenue came from films attributed to our five largest movie distributor groups, which consisted of Disney, Warner Bros., Universal, Sony, and Paramount.

The Company’s 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.

Food and Beverage Costs.

The Company records rebate payments from vendors as a reduction of food and beverage costs when earned.

Exhibitor Services Agreement.

Exhibitor Services Agreement And Common Unit Adjustment Agreement.

The Company recognizes advertising revenues, which are included in other theatre revenues in the consolidated statements of operations, when it satisfies a performance obligation by transferring a promised good or service to the customers.

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The Company receives the non-cash consideration in the form of common membership units from NCM, in exchange for rights to exclusive access to the Company’s theatre screens and attendees through February 2037.

Upon recognition, the Company records an increase to advertising revenues with a similar offsetting increase in non-cash interest expense, which is recorded to non-cash NCM exhibitor service agreement in the consolidated statements of operations.

Upon recognition of the significant financing component, the Company records an increase to advertising revenues with a similar offsetting increase in non-cash interest expense, which is recorded to non-cash NCM exhibitor service agreement in the consolidated statements of operations.

Pursuant to the calculation requirements for the time value of money, the amortization method reflects the front-end loading of the significant financing component where more interest expense is recognized earlier during the term of the agreement than the back-end recognition of the deferred revenue amortization where more revenue is recognized later in the term of the agreement.

See Note 2 — Revenue Recognition and Note 6 — Investments for further information regarding the common unit adjustment (“CUA”) and the fair value measurement of the non-cash consideration.

Pursuant to the Company’s Common Unit Adjustment Agreement (the “CUA Agreement”), from time to time common units of NCM held by the Founding Members will be adjusted up or down through a formula (the “CUA”), primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member.

The CUA is computed annually, except that an earlier CUA will occur for a Founding Member if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent CUA, will cause a change of 2 % or more in the total annual attendance of all of the Founding Members.

In the event that a CUA is determined to be a negative number, the Founding Member shall cause, at its election, either (a) the transfer and surrender to NCM of a number of common units equal to all or part of such Founding Member’s CUA or (b) pay to NCM an amount equal to such Founding Member’s CUA calculated in accordance with the CUA Agreement.

See Note 2 — Revenue Recognition and Note 6 — Investments for further information regarding the CUA and ESA.

Customer Loyalty Programs.

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markets which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services.

It features both a paid tier called AMC Stubs Premiere TM (“Premiere”) for a flat annual membership fee and a non-paid tier called AMC Stubs ® Insider TM (“Insider”).

Both programs reward loyal guests for their patronage of AMC Theatres.

It features paid tiers called AMC Stubs Premiere TM (“Premiere”) for an annual membership fee and AMC Stubs ® A-List (“A-List”) for a monthly membership fee, and a non-paid tier called AMC Stubs ® Insider TM (“Insider”).

These programs reward loyal guests for their patronage of AMC Theatres.

Rewards earned are redeemable on future purchases at AMC locations.

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The Company estimates point breakage in assigning value to the points at the time of sale based on historical trends.

The program’s annual membership fee is allocated to the material rights for discounted or free products and services and is initially deferred, net of estimated refunds, and recognized as the rights are redeemed based on estimated utilization, over the one-year membership period in admissions, food and beverage, and other revenues.

The annual membership fee for Premiere is allocated to the material rights for discounted or free products and services and is initially deferred, net of estimated refunds, and recognized as the rights are redeemed based on estimated utilization, over the one-year membership period in admissions, food and beverage, and other revenues.

A portion of the revenues related to a material right are deferred as a virtual rewards performance obligation using the relative standalone selling price method and are recognized as the rights are redeemed or expire.

AMC Stubs ® A-List (“A-List”) is the Company’s monthly subscription-based tier of the Stubs loyalty program.

This program offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to movies from $ 19.95 and $ 24.95 per month depending upon geographic market.

A-List offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to movies.

Revenue is recognized ratably over the enrollment period.

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All investments purchased with an original maturity of three months or less are classified as cash equivalents.

At December 31, 2023, cash and cash equivalents for the U.S.

markets and International markets were $ 752.3 million and $ 132.0 million, respectively, and at December 31, 2022, cash and cash equivalents were $ 508.0 million and $ 123.5 million, respectively.

As of December 31, 2024, cash and cash equivalents for the U.S.

markets and International markets were $ 513.0 million and $ 119.3 million, respectively, and as of December 31, 2023, cash and cash equivalents were $ 752.3 million and $ 132.0 million, respectively.

Restricted Cash.

Restricted cash is cash held in the Company's bank accounts in International markets as a guarantee for certain landlords.

Restricted cash includes cash held in the Company's bank accounts as a guarantee for certain landlords and cash collateralized letters of credit relating to the Company’s insurance and utilities programs.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported in the consolidated balance sheet to the total of the amounts in the consolidated statements of cash flows.

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Total cash and cash equivalents and restricted cash in the statement of cash flows

As of December 31, 2024, restricted cash for the U.S.

markets and International markets were $ 20.7 million and $ 27.8 million, respectively.

As of December 31, 2023, restricted cash for the U.S.

markets and International markets were $ 0 and $ 27.1 million, respectively.

Intangible Assets.

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Equity earnings and losses are recorded when the Company’s ownership interest provides the Company with significant influence.

In 2024, the Company reclassified equity earnings and losses to other expense (income), all comparative periods have also been reclassified.

The Company follows the guidance in ASC 323-30-35-3, investment in a limited liability company, which prescribes the use of the equity method for investments where the Company has significant influence.

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See Note 6—Investments for further discussion of the Company’s investments in NCM.

As of December 31, 2023, the Company holds equity method investments comprised of a 18.3 % interest in SV Holdco LLC (“SV Holdco”), a joint venture that markets and sells cinema advertising and promotions through Screenvision;

a 50.0 % interest in Digital Cinema Media Ltd.

(“DCM”), a joint venture that provides advertising services in International markets;

a 32.0 % interest in AC JV, LLC (“AC JV”), a joint venture that owns Fathom Events offering alternative content for motion picture screens;

a 14.6 % interest in Digital Cinema Distribution Coalition, LLC (“DCDC”), a satellite distribution network for feature films and other digital cinema content;

a 50 % ownership interest in four U.S.

motion picture theatres and approximately 50 % ownership interest in 61 theatres in Europe.

Indebtedness held by equity method investees is non-recourse to the Company.

Derivative Liability.

The Company remeasures the derivative liability related to the conversion features in its Exchangeable Notes at fair value each reporting period, with changes in fair value recorded in the consolidated statement of operations in other expense (income).

The Company has obtained an independent third-party valuation study to assist in determining fair value.

The valuation studies use the Binomial Lattice approach and a re based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy .

The Binomial Lattice approach consists of simulated Common Stock prices from the valuation date to the maturity of the Exchangeable Notes.

The inputs used to value the derivative include the initial share price of the Common Stock, the volatility of the share price, time to maturity, risk-free interest rate, credit spread, and the discount yield.

The volatility of the Company’s Common Stock, the Common stock price at the end of each reporting period, and the remaining amount of time until maturity of the Exchangeable Notes are key inputs for the estimation of fair value that are expected to change each reporting period.

The Company recorded other expense (income) related to derivative liability fair value adjustment of $( 75.8 ) million during the year ended December 31, 2024.

See Note 8—Corporate Borrowings and Finance Lease Obligations and Note 12—Fair Value Measurements for further discussion.

The Company’s recorded goodwill was $ 2,301.1 million and $ 2,358.7 million as of December 31, 2024 and December 31, 2023, respectively.

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Other long-term assets are comprised principally of investments in partnerships and joint ventures and capitalized computer software, which is amortized over the estimated useful life of the software.

See Note 7 — Supplemental Balance Sheet Information.

Software amortization expense was $ 23.3 million, $ 25.4 million, and $ 34.4 million for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively.

See Note 7 — Supplemental Balance Sheet Information for information on the carrying value of capitalized computer software.

Accounts Payable.

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Lease terms vary but generally, the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index and other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues.

The Company often receives contributions from landlords for

renovations at existing locations.

The Company often receives contributions from landlords for renovations at existing locations.

The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement.

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(In millions)

December 31, 2024

December 31, 2023

December 31, 2022

Impairment of long-lived assets

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During the year ended December 31, 2024, the Company recorded non-cash impairment of long-lived assets of $ 51.9 million on 39 theatres in the U.S.

markets with 738 screens (in Alabama, Colorado, District of Columbia, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Michigan, Minnesota, Missouri, North Carolina, New York, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin, West Virginia) and $ 57.7 million on 57 theatres in the International markets with 488 screens (in Germany, Ireland, Italy, Portugal, Spain, Sweden, and UK), which were related to property, net and operating lease right-of-use assets, net.

In addition, during the year ended December 31, 2023, the Company recorded impairment losses of $ 1.0 million within

investment expense (income), related to equity interest investments without a readily determinable fair value accounted for under the cost method 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 UK), which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2023, the Company recorded non-cash impairment of long-lived assets of $ 49.2 million on 68 theatres in the U.S.

markets with 738 screens 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.

In addition, during the year ended December 31, 2023, the Company recorded impairment losses of $ 1.0 million within investment expense (income), related to equity interest investments without a readily determinable fair value accounted for under the cost method in the U.S.

During the year ended December 31, 2022, the Company recorded non-cash impairment of long-lived assets of $ 73.4 million on 68 theatres in the U.S.

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Income and expense items are translated at average rates of exchange.

The resultant translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income (loss).

The resulting translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income (loss).

Gains and losses from foreign currency transactions are included in net earnings (loss), except those intercompany transactions of a long-term investment nature.

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The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans in the U.S.

and frozen defined benefit pension plans in the U.K.

The Company also sponsored a postretirement deferred compensation plan, which was liquidated during 2022, and also various defined contribution plans.

and frozen defined benefit pension plans in the UK and Sweden.

The Company also sponsors various defined contribution plans.

The following table sets forth the plans’ benefit obligations and plan assets included in the consolidated balance sheets:

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Aggregated fair value of plan assets at end of period

Net (liability) asset - funded status

(1) At December 31, 2023 and December 31, 2022, U.S.

Net (liability) asset for benefit cost - funded status

(1) As of December 31, 2024 and December 31, 2023, U.S.

aggregated accumulated benefit obligations were $ 73.8 million and $ 79.3 million, respectively, and International aggregated accumulated benefit obligations were $ 63.7 million and $ 71.9 million, respectively.

The Company does not expect to make a material contribution to the U.S.

The Company expects to contribute $ 2.4 million to the U.S.

pension plans during the year ended December 31, 2025.

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Rate of compensation increase

The offset to the pension liability is recorded in stockholders’ deficit as a component of accumulated other comprehensive (income) loss.

For further information, see Note 14—Accumulated Other Comprehensive Income (Loss) for pension amounts and activity recorded in accumulated other comprehensive income.

Pension actuarial gains and losses are recorded in stockholders’ deficit as a component of accumulated other comprehensive loss.

For further information, see Note 14—Accumulated Other Comprehensive Loss for pension amounts and activity recorded in accumulated other comprehensive loss.

For the years ended December 31, 2024, December 31, 2023, and December 31, 2022, net periodic benefit costs (credits) were $ 1.8 million, $ 1.4 million, and $( 0.6 ) million, respectively.

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investment portfolio, 94 % were valued using the net asset value per share (or its equivalent) as a practical expedient and 6 % of the investment included pooled separate accounts valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy).

As of December 31, 2023, for the International investment portfolio, 4 % consisting of cash and equivalents was valued using quoted market prices from actively traded markets (Level 1 of the fair value hierarchy), 28 % included mutual funds and collective trust funds valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy) and 68 % were valued using the net asset value per share (or its equivalent) as a practical expedient.

During 2023, there was a ruling in the United Kingdom related to the validity of certain amendments to benefits in contracted-out salary-related defined benefit pension plans.

The ruling is subject to an ongoing appeal.

The ruling may potentially be applicable to certain defined benefit pension plans the Company has in the United Kingdom.

While the Company does not believe the impact of this ruling will have a material impact on our projected benefit obligation, it will continue to monitor the appeals process.

As of December 31, 2024, for the International investment portfolio, 12 % consisting of cash and equivalents was valued using quoted market prices from actively traded markets (Level 1 of the fair value hierarchy), 22 % included mutual funds valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy) and 66 % were valued using the net asset value per share (or its equivalent) as a practical expedient.

In June 2023, the High Court in the UK issued a ruling in respect of Virgin Media Limited v NTL Pension Trustees II Limited , that decided certain amendments were invalid for contracted-out salary-related defined benefit pension plans in the period from April 6, 1997 until April 6, 2016, if these amendments were not accompanied by actuarial confirmations (section 37 certificates).

An appeal on this decision was heard in June 2024 and The Court of Appeal ruled in July 2024 and upheld the original High Court judgment, removing uncertainty around its application.

In light of the ruling, the Company initiated an investigation with its pension trustees, of all known amendments to its two UK defined benefit pension plans during the affected period, with a view to determining whether section 37 certificates have been obtained where deemed required.

The initial review concluded that across the two plans there are three documents where a section 37 certificate may have been required but the amendment document is silent.

While further legal and actuarial analysis is required, including potentially awaiting further case law, given the nature of the amendments in question the Company does not believe the impact, if any, will be material to the projected benefit obligation.

As of December 31, 2024, no specific adjustments for this matter have been included in estimating the projected benefit obligation and related net periodic benefit cost of the applicable plans.

The Company will continue to monitor and keep the investigation outcomes under review as conclusions develop and/or change as a consequence of any subsequent court decisions, legislation and/or industry action.

The Company sponsors various defined contribution plans which include company match features in the U.S.

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Grants related to the construction of long-lived assets are treated as reductions to the cost of the associated assets.

During the year ended December 31, 2024, the Company recognized government assistance in other income of $ 0.1 million related to government assistance for theatres impacted by flooding in Spain.

During the year ended December 31, 2023, the Company recognized government assistance in other income of $ 4.8 million, primarily related to grants in the International markets.

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The Company concluded all grant criteria had been met and therefore have recognized the entire award.

Additionally, the Company recognized $ 3.2 million and $ 1.9 million of government assistance as reduction to property, net during the years ended December 31, 2023, and December 31, 2022, respectively.

Additionally, the Company recognized $ 4.5 million, $ 3.2 million and $ 1.9 million of government assistance as reduction to property, net during the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively.

The assistance relates to the construction of capital assets related to the innovation, modernization, and digitalization of the theatrical exhibition industry in certain countries in the International markets.

During the year ended December 31, 2023, the Company was awarded $ 10.0 million of tax credits in our International markets that have been or will be utilized to offset employer payroll tax or value-added tax liabilities.

The tax credits by the government to support entities in the film exhibition industry.

The Company has recorded these credits as reductions to rent expense and operating expense as those expenses were the basis for the tax credits awarded.

During the years ended December 31, 2024 and December 31, 2023, the Company was awarded $ 9.7 million and $ 10.0 million, respectively, of tax credits in our International markets that have been or will be utilized to offset employer payroll tax or value-added tax liabilities.

The tax credits are granted by the government to support entities in the film exhibition industry.

The Company has recorded these credits as reductions to operating expense during 2024 and rent and operating expense during 2023 as those expenses were the basis for the tax credits awarded.

Other Expense (Income):

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(In millions)

December 31, 2024

December 31, 2023

December 31, 2022

Credit income related to contingent lease guarantees

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Governmental assistance – U.S.

Foreign currency transaction gains

Foreign currency transaction (gains) losses

Non-operating components of net periodic benefit cost (income)

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Gain on extinguishment - Second Lien Notes due 2026

Loss on extinguishment - Senior Subordinated Notes due 2025

Gain on extinguishment - Senior Subordinated Notes due 2026

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Loss on extinguishment - Odeon Term Loan Facility

Financing fees related to modification of debt

Term Loan modification - third party fees

Derivative liability fair value decrease for embedded conversion feature in the Exchangeable Notes due 2030

Equity in (earnings) loss of non-consolidated entities

Derivative stockholder settlement

Shareholder litigation

Shareholder litigation expense and (recoveries)

Vendor dispute settlement

Other settlement proceeds

Business interruption insurance recoveries

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Accounting Pronouncements Recently Adopted

Reference Rate Reform.

In March 2020, the FASB issued guidance providing optional expedients to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions affected by the transition from the use of London Interbank Offered Rate (LIBOR) to an alternative reference rate.

The Company elected to apply the optional expedients under ASC 848 to modifications of contracts that previously referenced LIBOR.

The optional expedients eliminate the need to remeasure the contracts or reassess any accounting determinations.

See Note 8—Corporate Borrowings and Finance Lease Obligations for further discussion on the election of the optional expedients allowed under ASC 848.

Accounting Pronouncements Issued Not Yet Adopted

Segment Reporting .

In November 2023, the FASB issued ASC 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The amendments in ASU 2023-07 require annual and interim disclosures about significant segment expenses.

ASU 2023-07 is effective for the Company for the year ended December 31, 2024, and every interim period thereafter.

The amendments in ASU 2023-07 require annual and interim disclosures about significant segment expenses and other additional information related to the Company’s segments.

The Company adopted ASU 2023-07 in the fourth quarter of 2024 and has applied the amendments retrospectively.

See Note 13—Segment Reporting for the required disclosure information resulting from ASU 2023-07.

Accounting Pronouncements Issued Not Yet Adopted

Income Tax Disclosures .

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ASU 2023-09 is effective for the Company for the year ended December 31, 2025.

Disaggregation of Income Statement Expenses.

In November 2024, the FASB issued ASC 2024-03, Income Statement (Subtopic 220-40)—Reporting Comprehensive Income-Expense Disaggregation Disclosures (“ASU 2024-03”).

The amendments in ASU 2024-03 require that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods.

ASU 2024-03 is effective for the Company for the year ended December 31, 2027.

Induced Conversions of Convertible Debt Instruments.

In November 2024, the FASB issued ASC 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20) Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”).

The amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The amendments are effective for annual reporting periods beginning after December 15, 2025.

The Company is evaluating the impact of ASU 2024-04 on its consolidated financial statements.

NOTE 2—REVENUE RECOGNITION

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(1) Amounts primarily include subscription and advertising revenues.

The following tables provide the balances of receivables and deferred revenue income:

The following tables provide the balances of receivables, net and deferred revenues and income:

(In millions)

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Balance December 31, 2022

Common Unit Adjustment-additions of common units

Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied

Balance December 31, 2022

Reclassification, net of adjustments, for portion of the beginning balance to other theatre revenue, as the result of performance obligations satisfied

Balance December 31, 2023

Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied

Balance December 31, 2024

(1) Represents the carrying amount of the NCM common units that were previously received under the annual CUA and subsequent adjustments related to the NCM Bankruptcy, as discussed in greater detail below.

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As part of the Plan, on August 7, 2023, NCM issued 16,581,829 common units (“NCM Common Units”) that were owed to the Company as part of the annual common unit adjustment.

But under the terms of the Plan and restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the efficacy of the Plan.

The Company has filed appeals with the United States District Court for the Southern District of Texas, objecting to, among other things, certain terms of the Plan, including modification of the terms of the exhibitor services agreement with other parties that were not granted to the Company and appeal of the court’s order to approve cancellation of the NCM Common Unit issuance.

The Company does not expect the NCM bankruptcy to have a material impact on the Company.

However, under the terms of the Plan and the restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the effective date of the Plan.

On August 13, 2023, in response to an appeal by the Company regarding certain terms of the Plan, including modification of the terms of the exhibitor services agreement with other parties that were not similarly granted to the Company and appeal of the court’s order to approve cancellation of the NCM Common Unit issuance, the United States District Court for the Southern District of Texas affirmed the rulings of the bankruptcy court, including confirmation of the Plan.

The Company filed an appeal to these rulings with the United States Court of Appeals for the Fifth Circuit and such appeal remains pending.

The Company does not expect NCM’s bankruptcy or the appeal to have a material impact on the Company.

Transaction Price Allocated to the Remaining Performance Obligations.

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The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months .

The Premiere annual membership fee is recognized ratably over the one-year membership period.

Subscription membership fees and loyalty membership fees are recognized ratably over their respective membership periods.

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

NOTE 3—LEASES

The Company leases theatres and equipment under operating and finance leases.

The Company typically does not believe that exercise of the renewal options is reasonably certain at the lease commencement and, therefore, considers the initial base term as the lease term.

Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index and other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues.

The Company often receives contributions from landlords for renovations at existing locations.

The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement.

Equipment leases primarily consist of sight and sound and food and beverage equipment.

The Company received rent concessions from 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.

In instances where there were no substantive changes to the lease terms, i.e., modifications that resulted in total payments of the modified lease being substantially the same or less than the total payments of the existing lease, the Company elected the relief as provided by the FASB staff related to the accounting for certain lease concessions.

The Company elected not to account for these concessions as a lease modification, and therefore the Company has remeasured the related lease liability and right-of-use asset but did not reassess the lease classification or change the discount rate to the current rate in effect upon the remeasurement.

The deferred payment amounts have been recorded in the Company’s lease liabilities to reflect the change in the timing of payments.

Those leases that did not meet the criteria for treatment under the FASB relief were evaluated as lease modifications.

The deferred payment amounts for contractual rent amounts due and not paid are included in accounts payable in the consolidated balance sheets and in change in accounts payable in the consolidated statements of cash flows.

In addition, the Company included deferred lease payments in operating lease right-of-use assets as a result of lease remeasurements.

A summary of deferred payment amounts related to rent obligations for which payments were deferred to future periods is provided below:

(In millions)

in deferred amounts

Fixed operating lease deferred amounts (1)

Finance lease deferred amounts

Variable lease deferred amounts

Total deferred lease amounts

(1) During the year ended December 31, 2023, the decrease in fixed operating lease deferred amounts includes $ 14.3 million of rent payments that are included in change in accounts payable and $ 82.8 million included in deferred rent and other non-cash rent in the consolidated statements of cash flows.

The following table reflects the lease costs for the years indicated below:

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Interest expense on lease liabilities

Finance lease obligations

Interest expense

Variable lease cost

Theatre properties

Interest expense

Operating expense

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The following table represents the weighted-average remaining lease term and discount rate as of December 31, 2024:

As of December 31, 2023

Weighted Average

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Landlord contributions:

Operating cashflows provided by operating leases

Operating cash flows provided by operating leases

Supplemental disclosure of noncash leasing activities:

Right-of-use assets obtained in exchange for new operating lease liabilities (1)

Right-of-use assets obtained in exchange for new finance lease liabilities (1)

(1) Includes lease extensions and option exercises.

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Total operating and finance lease liabilities, respectively

(1) The minimum annual payments table above does not include contractual cash rent amounts that were due and not paid, which are recorded in accounts payable as shown below, including estimated repayment dates:

Accounts Payable

(In millions)

Lease Payments

Total deferred lease amounts recorded in accounts payable

(2) The minimum annual payments table above includes deferred undiscounted cash rent amounts that were due and not paid related to operating leases, as shown below:

Operating Lease

(In millions)

Total deferred lease amounts

As of December 31, 2023, the Company had signed additional operating lease agreements for two theatres that have not yet commenced of approximately $ 62.0 million, which are expected to commence in 2024 or thereafter, and carry lease terms of approximately 15 to 20 years .

As of December 31, 2024, the Company had signed additional operating lease agreements for six theatres that have not yet commenced.

The leases have terms ranging from 10 to 20 years and total lease payments of approximately $ 107.3 million.

The timing of lease commencement is dependent on the landlord providing the Company with control and access to the related facility.

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Starplex trade name

Carmike trade name

Total, amortizable

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Total, unamortizable

See the impairment table in Note 1 — The Company and Significant Accounting Policies for information regarding indefinite and definite-lived intangible assets impairment amounts.

Amortization expense associated with the intangible assets noted above is as follows:

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The Company recorded a gain on the sale of $ 15.5 million in investment income during the year ended December 31, 2023.

Investments in non-consolidated affiliates as of December 31, 2023, include interests in DCDC of 14.6 %, AC JV, owner of Fathom Events, of 32.0 %, SV Holdco, owner of Screenvision, of 18.4 %, and DCM of 50.0 %.

The Company also has partnership interests in four U.S.

motion picture theatres and approximately 50.0 % interest in 61 theatres in Europe.

Investments in non-consolidated affiliates as of December 31, 2024, include interests in DCDC of 14.6 %, AC JV, owner of Fathom Events, of 32.0 %, SV Holdco, owner of Screenvision, of 18.4 %, Digital Cinema Media Limited (“DCM”) of 50.0 %, Handelsbolaget Svenska Bio Lidingo of 50.0 %, Bergen Kino AS of 49.0 %, Odeon Kino Stavanger/Sandnes AS of 49.0 %, CAPA Kinoreklame AS (“Capa”) of 50.0 % and Vasteras Biografer, Aktiebolaget Svensk Filmindustri & Co (“Vasteras”) of 50.0 %.

Through its various investments the Company has interests in four U.S.

motion picture theatres and 61 theatres in Europe.

Indebtedness held by equity method investees is non-recourse to the Company.

Investment in Hycroft

On March 14, 2022, the Company purchased 2.3 million units of Hycroft for $ 27.9 million, with each unit consisting of one common share of Hycroft and one common share purchase warrant.

The units were priced at $ 11.93 per unit.

On March 14, 2022, the Company purchased 2.3 million units of Hycroft, with each unit consisting of one common share of Hycroft and one common share purchase warrant.

Each warrant is exercisable for one common share of Hycroft at a price of $ 10.68 per share over a 5-year term through March 2027.

The preceding amounts have been adjusted for the one-for-ten reverse stock split Hycroft effectuated on November 15, 2023.

Hycroft filed a resale registration statement to register the common shares and warrant shares for the sale under Securities Act on April 14, 2022 which became effective on June 2, 2022.

The Company accounts for the common shares of Hycroft under the equity method and we have elected the fair value option in accordance with ASC 825-10.

The Company account for the warrants as derivatives in accordance with ASC 815.

Accordingly, the fair value of the investments in Hycroft are remeasured at each subsequent reporting period and unrealized gains and losses are reported in investment income.

The Company believes the fair value option to be the most appropriate election for this equity method investment as the Company is not entering the mining business.

During the years ended December 31, 2023 and December 31, 2022, the Company recorded unrealized losses related to the investment in Hycroft of $ 12.6 million and $ 6.3 million, respectively, in investment expense (income), respectively.

Accordingly, the fair value of the investments in Hycroft are remeasured at each subsequent reporting period and unrealized gains and losses are reported in investment expense (income).

During the years ended December 31, 2024, December 31, 2023, and December 31, 2022, the Company recorded unrealized losses related to the investment in Hycroft of $ 3.0 million $ 12.6 million and $ 6.3 million, respectively, in investment expense (income), respectively.

NCM Transactions

Pursuant to the Company’s Common Unit Adjustment Agreement, from time to time common units of NCM held by the Founding Members will be adjusted up or down through a formula, primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member.

In March 2021, the NCM CUA resulted in a negative adjustment of 3,012,738 common units for the Company, and therefore, the Company paid NCM cash of $ 9.2 million and recorded the amount as a reduction to deferred revenues for the ESA.

During the year ended December 31, 2021, the Company sold its remaining approximately 1.4 million NCM shares and received net proceeds of $ 5.7 million, which were recorded in investment expense (income).

In March 2022, the NCM CUA resulted in a positive adjustment of 5,954,646 common units for the Company.

The Company received the units and recorded the common units as an addition to deferred revenues for the ESA at a fair value of $ 15.0 million, based upon a price per share of NCM of $ 2.52 on March 30, 2022.

The Company received the units and recorded the common units as an addition to deferred revenues for the ESA at a fair value of $ 15.0 million.

During the year ended December 31, 2022, the Company sold its shares of NCM for $ 1.5 million and recorded a realized loss in investment expense of $ 13.5 million.

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DCIP Transactions

During the year ended December 31, 2021, the Company received cash distribution of $ 12.2 million from DCIP, which the Company recorded as a reduction to its investment in DCIP.

The distribution reduced the Company’s recorded investment below $ 0 and therefore the Company recorded equity in earnings of $ 4.0 million to increase its investment to $ 0 as the Company has not guaranteed any of the liabilities of DCIP.

During the year ended December 31, 2022, DCIP ceased operations and the Company received a liquidation distribution of $ 3.4 million which the Company recorded as equity in earnings.

AC JV Transactions

On December 26, 2013, the Company amended and restated its existing ESA with NCM in connection with the spin-off by NCM of its Fathom Events business to AC JV, a newly-formed company owned 32 % by each of the Founding Members and 4 % by NCM.

AC JV distributes alternative content to theatre exhibitors.

As of December 31, 2019, Cinemark and Regal also amended and restated their respective ESAs with NCM in connection with the spin-off.

The ESAs were modified to remove those provisions addressing the rights and obligations related to digital programing services of the Fathom Events business.

Those provisions are now contained in the Amended and Restated Digital Programming Exhibitor Services Agreements (the “Digital ESAs”) that were entered into on December 26, 2013 by NCM and each of the Founding Members.

These Digital ESAs were then assigned by NCM to AC JV as part of the Fathom spin-off.

Summary Financial Information

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Total liabilities

Stockholders’ (deficit) equity

Liabilities and stockholders’ (deficit) equity

Stockholders’ deficit

Liabilities and stockholders’ deficit

The Company’s recorded investment

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Operating costs and expenses

The components of the Company’s recorded equity in earnings (loss) of non-consolidated entities are as follows:

(In millions)

December 31, 2023

December 31, 2022

December 31, 2021

The Company’s recorded equity in earnings (loss)

Related Party Transactions

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Due to AC JV for Fathom Events programming

Due from Nordic JVs

Due to Nordic JVs for management services

Due from SCC related to the joint venture

Loan receivable from Vasteras

Due from Capa for on-screen advertising revenue

Due to Vasteras

theatre partnerships

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Operating expense

DCIP equipment rental expense

Operating expense

Gross exhibition cost on AC JV Fathom Events programming

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Other revenues

Capa advertising revenues

Other revenues

NOTE 7—SUPPLEMENTAL BALANCE SHEET INFORMATION

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December 31, 2023

First Lien Secured Debt:

Senior Secured Credit Facility-Term Loan due 2026 ( 8.474 % as of December 31, 2023 and 7.274 % as of December 31, 2022)

Secured Debt:

Credit Agreement-Term Loans due 2029 ( 11.356 % as of December 31, 2024)

12.75 % Odeon Senior Secured Notes due 2027

7.5 % First Lien Notes due 2029

Second Lien Secured Debt:

10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Notes due 2026

Senior Secured Credit Facility-Term Loan due 2026 ( 8.474 % as of December 31, 2023)

6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030

Subordinated Debt:

10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Notes due 2026

6.375 % Senior Subordinated Notes due 2024 (£ 4.0 million par value as of December 31, 2023)

4 unchanged sentences

Finance lease liabilities

Paid-in-kind interest for 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030

Deferred financing costs

Net premium (1)

Net premium (discount) (1)

Derivative liability - Conversion Option

Total carrying value of corporate borrowings and finance lease liabilities

7 unchanged sentences

12.75 % Odeon Senior Secured Notes due 2027

6.375 % Senior Subordinated Notes due 2024

Credit Agreement-Term Loans due 2029

6.00 %/ 8.00 % Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030

Net premium (discount)

The following table provides the principal payments required and maturities of corporate borrowings as of December 31, 2024:

(In millions)

Debt Repurchases and Exchanges

The below table summarizes the various cash debt repurchase transactions, debt for equity exchange transactions, and cash and debt for equity exchange transactions that occurred during the year ended December 31, 2024.

The debt for equity exchange 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.

The below table does not include the Refinancing Transactions described further below.

Aggregate Principal

Reacquisition

(Gain)/Loss on

Accrued Interest

(In millions, except for share data)

Repurchased/Exchanged

Extinguishment

Paid/Exchanged

Cash debt repurchase transactions:

5.75 % Senior Subordinated Notes due 2025

Second Lien Notes due 2026

Total cash debt repurchase transactions

Debt for equity exchange transactions:

5.75 % Senior Subordinated Notes due 2025

Second Lien Notes due 2026

Total debt for equity exchange transactions

Cash and debt for equity exchange transactions:

5.75 % Senior Subordinated Notes due 2025

5.875 % Senior Subordinated Notes due 2026

Second Lien Notes due 2026

Total cash and debt for equity exchange transactions

Total debt repurchases and exchanges

The below table summarizes the various cash debt repurchase and debt for equity exchange transactions during the year ended December 31, 2023, including related party transactions.

These transactions were executed at terms equivalent to an arms-length transaction.

Aggregate Principal

Reacquisition

Accrued Interest

(In millions, except for share data)

Repurchased/Exchanged

Extinguishment

Paid/Exchanged

Cash debt repurchase transactions:

Related party transactions:

Second Lien Notes due 2026

5.875 % Senior Subordinated Notes due 2026

Total related party transactions

Non-related party transactions:

Second Lien Notes due 2026

Total non-related party transactions

Total cash debt repurchase transactions

Debt for equity exchange transactions:

Second Lien Notes due 2026

Total debt repurchases and exchanges

The below table summarizes the various cash debt repurchase transactions during the year ended December 31, 2022.

Aggregate Principal

Reacquisition

Accrued Interest

(In millions, except for share data)

Extinguishment

Second Lien Notes due 2026

6.125 % Senior Subordinated Notes due 2027

Total debt repurchase transactions

Refinancing Transactions

On July 22, 2024 (the “Closing Date”), the Company completed a series of refinancing transactions (the “Refinancing Transactions”) with two creditor groups to refinance and extend to 2029 and 2030 the maturities of approximately $ 1.6 billion of the Company’s debt previously maturing in 2026.

In connection with the refinancing on the Closing Date:

● Holdings and Muvico, LLC, a newly formed indirect wholly-owned subsidiary of Holdings (“Muvico”), entered into that certain credit agreement (the “New Term Loan Credit Agreement”), by and among Holdings and Muvico, each, as a borrower (collectively, the “New Term Loan Borrowers”), the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (in such capacities, the “New Term Loan Agent”) pursuant to which Holdings and Muvico jointly and severally borrowed $ 1.2 billion of new term loans maturing 2029 (the “New Term Loans”).

● The New Term Loans were (i) used as consideration for the open market purchase of $ 1.1 billion of Holdings existing senior secured term loans maturing in 2026 (the “Existing Term Loans”) and (ii) exchanged for $ 104.2 million of Holdings’ 10 % / 12 % Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the “Second Lien Notes”).

Under the terms of the New Term Loan Credit Agreement, lenders of remaining Existing Term Loans were entitled to exchange their remaining Existing Term Loans for New Term Loans subject to certain terms and conditions.

● Muvico also completed a private offering for cash of $ 414.4 million aggregate principal amount of 6.00 % / 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes (the “Exchangeable Notes”), which are guaranteed by Holdings, the existing guarantors under the Existing Term Loans, and the Existing First Lien Notes (as defined herein) (the “Existing Guarantors”) and Centertainment (as defined below) and which are exchangeable into Common Stock on the terms described herein.

● Muvico used the proceeds from the offering of the Exchangeable Notes to repurchase $ 414.4 million aggregate principal amount of the Second Lien Notes.

In connection with the formation of Muvico, among other things:

● Holdings and certain of its subsidiaries transferred certain leases, owned real property and related assets and rights in respect of 175 theatres (the “Transferred Theatres”) to Muvico, along with certain intellectual property, including the AMC brand name (the “Transferred IP”), pursuant to an asset transfer agreement.

● Muvico and Multi-Cinema entered into a management services agreement, pursuant to which Muvico engaged Multi-Cinema to manage and operate the Transferred Theatres and provide certain other management services to Muvico.

● Muvico and Multi-Cinema entered into an intellectual property license, pursuant to which Muvico granted Multi-Cinema a license to use the Transferred IP.

Muvico is a direct subsidiary of Centertainment Development, LLC (“Centertainment”).

Each of Muvico and Centertainment is an “unrestricted subsidiary” under the Existing First Lien Notes and therefore not subject to various restrictive covenants under the agreements governing such indebtedness.

During the third quarter of 2024, Holdings completed follow-on open market repurchases of the Existing Term Loans, and in exchange, issued to such selling holders the New Term Loans pursuant to the New Term Loan Credit Agreement of approximately $ 793.0 million.

As of December 31, 2024, Holdings completed open market purchases of $ 1,895.0 million aggregate principal amount of its Existing Term Loans and issued $ 2,024.3 million aggregate principal amount of the New Term Loans.

Accordingly, as of such date, Holdings had no remaining aggregate principal amount of the Existing Term Loans outstanding and the loan documents relating to the Existing Term Loans were terminated.

The debt repurchases and exchanges for the Second Lien Notes were accounted for as extinguishments and resulted in a loss on extinguishment as follows:

(In millions)

Fair value of Exchangeable Notes due 2030

Fair value of Conversion Option

Fair value of New Term Loans due 2029

PIK fee paid to Second Lien Lenders

Cash fee paid to Second Lien Lenders

Second Lien Notes consideration

Principal Second Lien Notes

Premium Second Lien Notes

Carrying value Second Lien Notes

Loss on extinguishment of Second Lien Notes

The debt exchanges for the Existing Term Loans were accounted for as modifications and resulted in expense of approximately $ 42.3 million for costs paid to third parties.

See Note 1—The Company and Significant Accounting Policies for additional information about the components of other expense (income) related to the Refinancing Transactions.

Exchangeable Notes

Carrying value (in millions) as of December 31, 2024:

Carrying Value

at Issuance on

(Increase) Decrease to

July 22, 2024

Net Earnings (Loss)

December 31, 2024

Principal balance (1)

Debt issuance costs

Accrued paid-in-kind interest

Derivative liability

Carrying value

(1) The change in principal balance is due to paid-in-kind interest.

On July 22, 2024, Muvico issued $ 414.4 million aggregate principal amount of its Exchangeable Notes.

The Exchangeable Notes will bear interest at a rate of 6.00 % per annum, if paid in cash, and 8.00 % per annum, if paid in-kind by issuing the Exchangeable Notes (“PIK Notes”) having the same terms and conditions as the Exchangeable Notes (“PIK Interest”) in each case, payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2024.

The Exchangeable Notes will mature on April 30, 2030, unless redeemed or exchanged in full prior to such maturity date, pursuant to the terms contained in the Exchangeable Notes Indenture as further discussed below.

At the time prior to the close of business on the second Trading Day (as defined in the Exchangeable Notes Indenture) immediately preceding the final maturity date of the Exchangeable Notes, each holder of the Exchangeable Notes shall have the right, at its option, to surrender for exchange all or a portion of its Exchangeable Notes at the Exchange Rate (as defined in the Exchangeable Notes Indenture) for Common Stock.

The Exchange Rate is initially set at 176.6379 shares of the Common Stock per $1,000 principal amount of Exchangeable Notes exchanged, which reflects a price of $ 5.66 per share Common Stock (“Exchange Price”), which price is equal to 113 % of the closing price per share of the Common Stock on July 19, 2024.

The Exchange Rate is subject to customary adjustments and anti-dilution protections (as provided in the Exchangeable Notes Indenture).

At any time prior to the close of business on the second Trading Day immediately preceding the final maturity date of the Exchangeable Notes, Muvico will also have the right, at its election, to redeem all (but not less than all) of the outstanding Exchangeable Notes at a price equal to the aggregate principal amount of the Exchangeable Notes, plus accrued and unpaid interest thereon to, but excluding, the date of such redemption if the Daily VWAP (as defined in the Exchangeable Notes Indenture) per share of Common Stock exceeds 140 % of the Exchange Price for fifteen (15) consecutive Trading Days ending on (and including) the Trading Day immediately before the date on which Muvico sends a notice to holders calling such Exchangeable Notes for redemption (a “Soft Call Notice”).

Any such Soft Call Notice will provide that the applicable redemption of the Exchangeable Notes will occur on a business day of Muvico’s choosing, not more than ten ( 10 ) and not less than five ( 5 ) business days after the date of the Soft Call Notice.

Notwithstanding the foregoing, holders of Exchangeable Notes will be entitled within two ( 2 ) business days of such Soft Call Notice to submit their Exchangeable Notes for exchange under the terms of the Exchangeable Notes Indenture.

In the event that holders of Exchangeable Notes voluntarily elect to exchange their Exchangeable Notes, such holders will also be entitled to a make-whole premium (the “Exchange Adjustment Consideration”) equal to (i) prior to the third anniversary of the Issue Date, 18.0 % of the aggregate principal amount of the Exchangeable Notes being exchanged; (ii) on or after the third anniversary and prior to the fourth anniversary of the Issue Date, 12.0 % of the aggregate principal amount of the Exchangeable Notes being exchanged;

and (iii) on or after the fourth anniversary of the Issue Date and prior to the fifth anniversary, 6.0 % of the aggregate principal amount of the Exchangeable Notes being exchanged.

Muvico, at its option, will be entitled to pay the Exchange Adjustment Consideration in the form of shares of Common Stock (using a modified exchange price equal to 140 % of the Exchange Price), subject to restrictions under the New Term Loan Credit Agreement, cash in twelve (12) equal installments over the twelve-month period following the applicable exchange or a combination thereof.

If certain corporate events that constitute a Fundamental Change (as defined in the Exchangeable Notes Indenture) occur, then holders will have the right to require Muvico to repurchase their Exchangeable Notes at a cash repurchase price equal to 100 % of the aggregate principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to, but excluding, the Fundamental Change Repurchase Date (as defined in the Exchangeable Notes Indenture).

The definition of Fundamental Change includes certain business combination transactions involving the Company, stockholder approval of any plan or proposal for the liquidation or dissolution of the Company and certain de-listing events with respect to the Common Stock.

Muvico will also be required to mandatorily redeem all of the issued and outstanding Exchangeable Notes at a purchase price equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest to, but excluding, the date of purchase in the event that, as of ninety ( 90 ) days prior to the maturity date of Holdings’ 7.50 % first lien secured notes due 2029 (the “Existing First Lien Notes”), the aggregate principal amount outstanding of the Existing First Lien Notes with a maturity date prior to April 30, 2030 exceeds $ 190,000,000 .

The Exchangeable Notes Indenture contains covenants that limit the Centertainment Group Parties’ (as defined below) ability to, among other things:

(i) incur additional indebtedness or guarantee indebtedness;

(ii) create liens;

(iii) declare or pay dividends, redeem stock or make other distributions to stockholders;

(iv) make investments;

(v) enter into transactions with its affiliates;

(vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;

and (vii) impair the security interest in the collateral.

These covenants are subject to a number of limitations and exceptions.

The Exchangeable Notes Indenture also incorporates the other restrictive covenants contained in the New Term Loan Credit Agreement.

The Exchangeable Notes Indenture also provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Exchangeable Notes to be due and payable immediately.

The Company analyzed the conversion option and Exchange Adjustment Consideration as one single conversion option (the “Conversion Option”).

The Company bifurcated the Conversion Option from the principal balance of the Exchangeable Notes as a derivative liability.

The Company bifurcated the Conversion Option as:

(i) the economic characteristics of a conversion option embedded in a debt instrument are not clearly and closely related to the economic characteristics and risks of a debt host contract, as stated in ASC 815-15-25-51;

(ii) the host debt instrument is not remeasured at fair value but rather, the Exchangeable Notes are measured at amortized cost;

and (iii) the Conversion Option does not qualify for derivative scope exception under ASC 815-10-15-74(a).

The Conversion Option also includes a make-whole adjustment, the Exchange Adjustment Consideration.

The Exchange Adjustment Consideration (i.e., make-whole payment) does not meet the criteria for indexation under ASC 815-40-15-7C because the design of the feature does not meet the time-value scope exception and as a result is accounted for as a derivative.

The initial estimated fair value of the Exchangeable Notes of $ 293.6 million resulted in a discount to the principal balance of $ 120.8 million and is amortized to interest expense over the term of the Exchangeable Notes.

The Company also recorded deferred debt issuance costs of approximately $ 23.9 million related to the issuance of the Exchangeable Notes and will amortize those costs to interest expense following the effective interest method over the term of the Exchangeable Notes.

The Exchangeable Notes have an effective rate of 15.12 %.

The Company recorded interest expense for the period from July 22, 2024 to December 31, 2024 of $ 18.2 million.

The derivative liability is remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations as other expense or income.

See Note 12–Fair Value Measurements for a discussion of the valuation methodologies.

The principal balance exceeded the if-converted value of the Exchangeable Notes (including the Exchange Adjustment Consideration paid in shares) by approximately $ 88.3 million as of December 31, 2024 based on the closing price per share of our common stock of $ 3.98 per share.

New Term Loans due 2029.

As of December 31, 2024, we had an aggregate principal balance of $ 2,014.2 million outstanding under the New Term Loans.

The New Term Loans mature on January 4, 2029 (or, if at least $ 190,000,000 remains outstanding of the (i) Existing First Lien Notes or (ii) any indebtedness in respect of any modification, refunding, replacement, substitution, restructuring or other refinancing of the Existing First Lien Notes on or prior to October 5, 2028, then October 5, 2028).

The New Term Loans are subject to amortization of principal, payable in quarterly installments on the last business day of each fiscal quarter, commencing on September 30, 2024, equal to 1.00 % per annum.

The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the New Term Loans is payable at maturity.

The New Term Loans bear interest, at the option of the New Term Loan Borrowers, at rates equal to either (i) a base rate plus a margin of between 500 and 600 basis points depending on the total leverage ratio of the Company on a consolidated basis (the “Total Leverage Ratio”) or (ii) Term SOFR plus a margin of between 600 and 700 basis points depending on the Total Leverage Ratio.

Until the delivery under the New Term Loan Credit Agreement of the financial statements for the first full fiscal quarter ending after the Closing Date, the New Term Loans bear interest, at the option of New Term Loan Borrowers, at either (a) the base rate plus a margin of 600 basis points or (b) Term SOFR plus a margin of 700 basis points.

The New Term Loans are guaranteed, subject to limited exceptions, by Centertainment and the future subsidiaries of Centertainment and Muvico (collectively with Muvico, the “Centertainment Group Parties”) and the Existing Guarantors, and are secured by liens on substantially all of the tangible and intangible assets owned by the Company, in each case, subject to limited exceptions set forth in the New Term Loan Credit Agreement.

The New Term Loan Credit Agreement contains covenants that limit the Company’s ability to, among other things:

(i) incur additional indebtedness or guarantee indebtedness;

(ii) create liens;

(iii) declare or pay dividends, redeem stock or make other distributions to stockholders;

(iv) make investments;

(v) enter into transactions with its affiliates;

(vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;

and (vii) maintain cash in the accounts of the Company (other than the Centertainment Group Parties).

These covenants are subject to a number of limitations and exceptions.

The New Term Loan Credit Agreement also provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding New Term Loans to become immediately due and payable.

Unamortized discounts and deferred charges related to the Existing Term Loans of $ 6.5 million and fees paid to Existing Term Loan lenders of $ 45.7 million were recorded as deferred charges related to the New Term Loans and the Company will amortize those costs to interest expense following the effective interest method over the term of the New Term Loans.

Senior Secured Credit Facilities.

The Company is party to that certain Credit Agreement, dated as of April 30, 2013 (as amended by that certain First Amendment to Credit Agreement, dated as of December 11, 2015, that certain Second Amendment to Credit Agreement, dated as of November 8, 2016, that certain Third Amendment to Credit Agreement, dated as of May 9, 2017, that certain Fourth Amendment to Credit Agreement, dated as of June 13, 2017, that certain Fifth Amendment to Credit Agreement, dated as of August 14, 2018, that certain Sixth Amendment to Credit Agreement, dated as of April 22, 2019, that certain Seventh Amendment to Credit Agreement, dated as of April 23, 2020, that certain Eighth Amendment to Credit Agreement, dated as of July 31, 2020, that certain Ninth Amendment to Credit Agreement, dated as of March 8, 2021, that certain Tenth Amendment to Credit Agreement, also dated as of March 8, 2021, that certain Eleventh Amendment to Credit Agreement, dated as of December 20, 2021 (the “Eleventh Amendment”), that certain Twelfth Amendment to Credit Agreement, dated as of January 25, 2023 (the “Twelfth Amendment”), and that certain Thirteenth Amendment to Credit Agreement, dated as of June 23, 2023 (the “Thirteenth Amendment”) the “Credit Agreement”), with the issuing banks and lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent (as successor to Citicorp North America, Inc., the “Administrative Agent”), pursuant to which the lenders have agreed to provide the Senior Secured Term Loans (as defined below) and the Senior Secured Revolving Credit Facility (as defined below).

The Senior Secured Credit Facilities (as defined below) are provided by a syndicate of banks and other financial institutions.

On June 23, 2023, the Company and Wilmington Savings Fund Society, FSB, as administrative agent, entered into the Thirteenth Amendment, pursuant to which LIBOR, the benchmark rate upon which certain loans, commitments and/or other extensions of credit under the Credit Agreement incur interest, fees or other amounts, was replaced with Term SOFR, a benchmark rate reported by the CME Group Benchmark Administration Limited that is based on the secured overnight financing rate.

Holdings entered into a certain Credit Agreement, dated as of April 30, 2013 (the “Credit Agreement”).

The Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified) provided senior secured financing of $ 2,225.0 million in aggregate, consisting of (i) $ 2,000.0 million in aggregate principal amount of senior secured tranche B loans maturing April 22, 2026 (the “Existing Term Loans”) and (ii) a $ 225.0 million senior secured revolving credit facility (which was also available for letters of credit and for swingline borrowings on same-day notice) maturing April 22, 2024 (the “Senior Secured Revolving Credit Facility” and together with the Existing Term Loans, the “Senior Secured Credit Facilities”).

On June 23, 2023, Holdings and Wilmington Savings Fund Society, FSB, as administrative agent, entered into the thirteenth amendment to the Credit Agreement (the “Thirteenth Amendment”), pursuant to which LIBOR, the benchmark rate upon which certain loans, commitments and/or other extensions of credit under the Credit Agreement incur interest, fees or other amounts, was replaced with Term SOFR, a benchmark rate reported by the CME Group Benchmark Administration Limited that is based on the secured overnight financing rate.

Term SOFR under the Credit Agreement is subject to a credit spread adjustment equal to 0.11448 % per annum, 0.26161 % per annum, and 0.42826 % per annum for interest periods of one-month, three-months, or six-months or longer, respectively.

3 unchanged sentences

Pursuant to ASC 848, the Thirteenth Amendment was determined to be an insubstantial modification.

On March 8, 2021, the Company entered into the Ninth Amendment to Credit Agreement (the “Ninth Amendment”), with the requisite revolving lenders party thereto and the Administrative Agent, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant applicable to the Senior Secured Revolving Credit Facility under the Credit Agreement (the “Covenant Suspension Period”) from a period ending March 31, 2021, to a period ending on March 31, 2022, which was extended by the Eleventh Amendment to a period ending on March 31, 2023, which was further extended by the Twelfth Amendment to a period ending on March 31, 2024 (the Covenant Suspension Period as so extended, the “Extended Covenant Suspension Period”).

During the Extended Covenant Suspension Period, the Company will not, and will not permit any of its restricted subsidiaries to, (i) make certain restricted payments, (ii) subject to certain exceptions, incur any indebtedness for borrowed money that is pari passu or senior in right of payment or security with the Revolving Loans (as defined in the Credit Agreement) or (iii) make any investment in or otherwise dispose of any assets to any subsidiary of the Company that is not a Loan Party (as defined in the Credit Agreement) to facilitate a new financing incurred by a subsidiary of the Company.

as an ongoing condition to the suspension of the financial covenant, the Company also agreed to (i) a minimum liquidity test of $ 100 million, (ii) an anti-cash hoarding test at any time Revolving Loans are outstanding and (iii) additional reporting obligations.

In addition, on March 8, 2021 the Company entered into the Tenth Amendment to the Credit Agreement (the “Tenth Amendment”), pursuant to which the Company agreed not to consent to certain modifications to the Credit Agreement described in the Tenth Amendment without the consent of the majority of the revolving lenders party to the Tenth Amendment.

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 Facility upon such maturity.

On July 31, 2020, the Company entered into the Eighth Amendment to Credit Agreement (the “Eighth Amendment”) with Citicorp North America, Inc., as the administrative agent, pursuant to which certain restrictive provisions, including modifications to the covenants limiting indebtedness, liens, investments, asset sales and restricted payments, were added to the Credit Agreement to ensure that the terms and conditions of the First Lien Notes due 2026, the Convertible Notes due 2026 and the Second Lien Notes due 2026 (subject to certain exceptions) are not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when taken as a whole) are to the lenders thereunder.

On April 23, 2020, the Company entered into the Seventh Amendment to Credit Agreement (the “Seventh Amendment”) with the requisite revolving lenders party thereto and Citicorp North America, Inc., as administrative agent, pursuant to which the requisite revolving lenders party thereto agreed to suspend the financial covenant applicable to the Senior Secured Revolving Credit Facility for the period from and after the effective date of the Seventh Amendment to and including the earlier of (a) March 31, 2021 and (b) the day immediately preceding the last day of the Test Period (as defined in the Credit Agreement) during which the Company has delivered a Financial Covenant Election (as defined in the Credit Agreement) to the Administrative Agent (such period, the “Initial Covenant Suspension Period”).

During the Initial Covenant Suspension Period, the Company will not, and will not permit any of its restricted subsidiaries to, make certain restricted payments, and such conditions were further amended by the Ninth Amendment.

As an ongoing condition to the suspension of the financial covenant, the Company agreed to a minimum Liquidity (as defined in the Seventh Amendment) test, which was amended by the Ninth Amendment.

In addition, the Seventh Amendment provides for certain changes to the covenants limiting indebtedness, liens and restricted payments that were intended to match corresponding restrictions under the 10.5 % First Lien Notes due 2025 (the “First Lien Notes due 2025”) and to ensure that the terms and conditions of the First Lien Notes due 2025 (subject to certain exceptions) are not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when taken as a whole) are to the lenders thereunder.

Pursuant to the terms of the Seventh Amendment, these more restrictive terms will be operative until the repayment, satisfaction, defeasance or other discharge of the obligations under the First Lien Notes due 2025 or an effective amendment of, other consent or waiver with respect to, or covenant defeasance pursuant to the Indenture as result of which the covenants limiting indebtedness, liens and restricted payments thereunder are of no further force or effect.

Certain provisions of the Seventh Amendment are amended by the Ninth Amendment.

On April 22, 2019, the Company entered into the Sixth Amendment to Credit Agreement (the “Sixth Amendment”) with each lender party thereto and Citicorp North America, Inc., as administrative agent.

Pursuant to the Sixth Amendment, the lenders agreed to provide senior secured financing of $ 2,225.0 million in aggregate, consisting of (i) $ 2,000.0 million in aggregate principal amount of senior secured tranche B loans maturing April 22, 2026 (the “Senior Secured Term Loans”) and (ii) a $ 225.0 million senior secured revolving credit facility (which is also available for letters of credit and for swingline borrowings on same-day notice) maturing April 22, 2024 (the “Senior Secured Revolving Credit Facility” and, together with the Senior Secured Term Loan Loans, the “Senior Secured Credit Facilities”).

All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company’s current and future wholly-owned material U.S.

restricted subsidiaries.

All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including:

● a pledge of 100 % of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S.

subsidiary of a U.S.

subsidiary, will not include more than 65 % of the voting stock of such non-U.S.

subsidiary), subject to certain exceptions;

● a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions.

The Credit Agreement will require the Company to prepay outstanding term loans, subject to certain exceptions, with:

● 50 % (which percentage will be reduced to 0 % if the Company attains a certain secured net leverage ratio) of the Company’s annual excess cash flow;

● 100 % of the net cash proceeds of certain non-ordinary course asset sales by the Company and its restricted subsidiaries (including casualty and condemnation events, subject to de minimis thresholds), and subject to the right to reinvest 100 % of such proceeds, subject to certain qualifications;

● 100 % of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries, other than certain debt permitted under the Credit Agreement.

The foregoing mandatory prepayments will be used to reduce the installments of principal payments on the Senior Secured Term Loan.

The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, except for customary “breakage” costs with respect to SOFR loans under the Senior Secured Credit Facilities.

The Senior Secured Term Loans bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50 % per annum plus the Federal Funds Effective Rate, (b) the prime rate announced by the Administrative Agent from time to time and (c) 1.00 % per annum plus Adjusted Term SOFR (as defined below) for a 1-month tenor or (2) Term SOFR plus a credit spread adjustment of 0.11448 % per annum, 0.26161 % per annum, and 0.42826 % per annum for interest periods of one-month, three months, or six-months or longer, respectively (“Adjusted Term SOFR”) plus (x) in the case of the Senior Secured Term Loans, 2.0 % for base rate loans or 3.0 % for SOFR loans or (y) in the case of the Senior Secured Revolving Credit Facility, an applicable margin based on the Secured Leverage Ratio (as defined in the Credit Agreement).

The rate in effect for the outstanding Senior Secured Term Loan due 2026 was 8.47 % per annum at December 31, 2023, and 7.27 % per annum at December 31, 2022.

The Credit Agreement contains other customary terms, including (1) representations, warranties and affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers and acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default.

The availability of certain baskets and the ability to enter into certain transactions will also be subject to compliance with certain financial ratios.

In addition, the Senior Secured Revolving Credit Facility includes a financial covenant that requires, in certain circumstances, compliance with a certain secured leverage ratio.

As of December 31, 2023, the Company was in a covenant suspension period under the Senior Secured Revolving Credit Facility as described above.

The Existing Term Loans bore interest at a rate per annum equal to, at Holdings’ option, either (1) a base rate determined by reference to the highest of (a) 0.50 % per annum plus the Federal Funds Effective Rate, (b) the prime rate announced by the Administrative Agent from time to time and (c) 1.00 % per annum plus Adjusted Term SOFR (as defined below) for a 1-month tenor, or (2) Term SOFR plus a credit spread adjustment of 0.11448 % per annum, 0.26161 % per annum, and 0.42826 % per annum for interest periods of one-month, three months, or six-months or longer, respectively (“Adjusted Term SOFR”) plus (x) in the case of the Existing Term Loans, 2.0 % for base rate loans or 3.0 % for SOFR loans or (y) in the case of the Senior Secured Revolving Credit Facility, an applicable margin based on the Secured Leverage Ratio (as defined in the Credit Agreement).

On the Closing Date, the Company and Wilmington Savings Fund Society, FSB, as administrative agent, entered into the fourteenth amendment to the Credit Agreement (the “Fourteenth Amendment”), pursuant to which the administrative agent and lenders constituting the Required Lenders (as defined therein) permitted the Refinancing Transactions.

The Company’s obligations under the Senior Secured Credit Facilities were completely repaid following the completion of the Refinancing Transactions.

First Lien Notes due 2029.

On February 14, 2022, the Company issued $ 950.0 million aggregate principal amount of its 7.5 % First Lien Senior Secured Notes due 2029 (“First Lien Notes due 2029”), pursuant to an indenture, dated as of February 14, 2022, among the Company, the guarantors named therein and U.S.

On February 14, 2022, Holdings issued $ 950.0 million aggregate principal amount of its 7.5 % First Lien Senior Secured Notes due 2029 (“First Lien Notes due 2029”), pursuant to an indenture, dated as of February 14, 2022, among Holdings, the guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee and collateral agent.

The Company used the net proceeds from the sale of the notes, and cash on hand, to fund the full redemption of the then outstanding $ 500 million aggregate principal amount of the Company’s 10.5 % First Lien Notes due 2025 (“First Lien Notes due 2025”), the then outstanding $ 300 million aggregate principal amount of the Company’s 10.5 % First Lien Notes due 2026 (“First Lien Notes due 2026”), and the then outstanding $ 73.5 million aggregate principal amount of the Company’s 15 %/ 17 % Cash/PIK Toggle First Lien Secured Notes due 2026 (“First Lien Toggle Notes due 2026”) and to pay related accrued interest, fees, costs, premiums and expenses.

Holdings used the net proceeds from the sale of the notes, and cash on hand, to fund the full redemption of the then outstanding $ 500 million aggregate principal amount of Holdings’ 10.5 % First Lien Notes due 2025 (“First Lien Notes due 2025”), the then outstanding $ 300 million aggregate principal amount of Holdings’ 10.5 % First Lien Notes due 2026 (“First Lien Notes due 2026”), and the then outstanding $ 73.5 million aggregate principal amount of Holdings’ 15 %/ 17 % Cash/PIK Toggle First Lien Secured Notes due 2026 (“First Lien Toggle Notes due 2026”) and to pay related accrued interest, fees, costs, premiums and expenses.

The Company recorded a loss on debt extinguishment related to this transaction $ 135.0 million in other expense during the year ended December 31, 2022.

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The First Lien Notes due 2029 bear cash interest at a rate of 7.5 % per annum payable semi-annually in arrears on February 15 and August 15, beginning on August 15, 2022.

The First Lien Notes due 2029 have not been registered under the Securities Act, as amended, and will mature on February 15, 2029.

The Company may redeem some or all of the First Lien Notes due 2029 at any time on or after February 15, 2025, at the redemption prices equal to (i) 103.750 % for the twelve-month period beginning on February 15, 2025;

(ii) 101.875 % for the twelve-month period beginning on February 15, 2026, and (iii) 100.0 % at any time thereafter, plus accrued and unpaid interest.

In addition, the Company may redeem up to 35 % of the aggregate principal amount of the First Lien Notes due 2029 using net proceeds from certain equity offerings completed prior to February 15, 2025 at a redemption price equal to 107.5 % of their aggregate principal amount and accrued and unpaid interest to, but not including the date of redemption.

The Company may redeem some or all of the First Lien Notes due 2029 at any time prior to February 15, 2025 at a redemption price equal to 100 % of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium.

Upon a Change of Control (as defined in the indenture governing the First Lien Notes due 2029), the Company must offer to purchase the First Lien Notes due 2029 at a purchase price equal to 101 % of the principal amounts, plus accrued and unpaid interest.

The First Lien Notes due 2029 are general senior secured obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior secured basis by all of the Company’s existing and future subsidiaries that guarantee the Company’s other indebtedness, including the Company’s Senior Secured Credit Facilities.

The First Lien Notes due 2029 are secured, on a pari passu basis with the Senior Secured Credit Facilities, on a first-priority basis by substantially all of the tangible and intangible assets owned by the Company and guarantors that secure obligations under the Senior Secured Credit Facilities including pledges of capital stock of certain of the Company’s and the guarantor’s wholly-owned material subsidiaries (but limited to 65 % of the voting stock of any foreign subsidiary), subject to certain thresholds, exceptions and permitted liens.

The indentures governing the First Lien Notes due 2029 contain covenants that restrict the ability of the Company to, among other things:

The First Lien Notes due 2029 have not been registered under the Securities Act and will mature on February 15, 2029.

Holdings may redeem some or all of the First Lien Notes due 2029 at any time on or after February 15, 2025, at the redemption prices equal to (i) 103.750 % for the twelve-month period beginning on February 15, 2025;

(ii) 101.875 % for the twelve-month period beginning on February 15, 2026;

and (iii) 100.0 % at any time thereafter, plus accrued and unpaid interest.

In addition, Holdings may redeem up to 35 % of the aggregate principal amount of the First Lien Notes due 2029 using net proceeds from certain equity offerings completed prior to February 15, 2025 at a redemption price equal to 107.5 % of their aggregate principal amount and accrued and unpaid interest to, but not including the date of redemption.

Holdings may redeem some or all of the First Lien Notes due 2029 at any time prior to February 15, 2025 at a redemption price equal to 100 % of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium.

Upon a Change of Control (as defined in the indenture governing the First Lien Notes due 2029), Holdings must offer to purchase the First Lien Notes due 2029 at a purchase price equal to 101 % of the principal amounts, plus accrued and unpaid interest.

The First Lien Notes due 2029 are guaranteed by the Existing Guarantors and are secured by liens on substantially all of the tangible and intangible assets owned by Holdings and the Existing Guarantors, subject to certain thresholds, exceptions and permitted liens.

The indenture governing the First Lien Notes due 2029 contains covenants that restrict the ability of the Company to, among other things:

(i) incur additional indebtedness, including additional senior indebtedness;

(ii) pay dividends on or make other distributions in respect of its capital stock;

(iii) purchase or redeem capital stock or prepay subordinated debt or other junior securities (iv) create liens ranking pari passu in right of payment with or subordinated in right of payment to First Lien Notes due 2029;

(iii) purchase or redeem capital stock or pre-pay subordinated debt or other junior securities;

(iv) create liens ranking pari passu in right of payment with or subordinated in right of payment to First Lien Notes due 2029;

(v) enter into certain transactions with its affiliates;

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These covenants are subject to a number of important limitations and exceptions.

The indentures governing the First Lien Notes due 2029 also provides for events of default, which, if any occur, would permit or require the principal, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately.

The indenture governing the First Lien Notes due 2029 also provides for events of default, which, if any occur, would permit or require the principal, interest and any other monetary obligations on all the then outstanding First Lien Notes due 2029 to be due and payable immediately.

Odeon Senior Secured Notes due 2027.

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The Odeon Notes due 2027 bear a cash interest rate of 12.75 % per annum and will be payable semi-annually in arrears on May 1 and November 1, beginning on May 1, 2023.

The Odeon Notes due 2027 are guaranteed on a senior secured basis by certain subsidiaries of Odeon and by Holdings on a standalone and unsecured basis.

The Odeon Notes due 2027 contain covenants that limit Odeon and certain subsidiaries’ ability to, among other things:

(i) incur additional indebtedness of guarantee indebtedness;

The Odeon Notes due 2027 are guaranteed on a senior secured basis by OCGL and certain of its subsidiaries and by Holdings on a standalone and unsecured basis.

The indenture governing the Odeon Notes due 2027 contains covenants that limit OCGL and certain of its subsidiaries’ ability to,

among other things:

(i) incur additional indebtedness or guarantee indebtedness;

(ii) create liens;

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These covenants are subject to several important limitations and exceptions.

The indenture governing the Odeon Notes due 2027 also provides for events of default, which, if any occur, would permit or require principal, interest and any other monetary obligations on all the then outstanding Odeon Notes due 2027 to be due and payable immediately.

The Company used the $ 363.0 million net proceeds from the Odeon Notes due 2027 and $ 146.7 million of existing cash to fund the repayment in full of the £ 147.6 million and € 312.2 million ($ 167.7 million and $ 308.9 million, respectively using October 20, 2022 exchange rates) aggregate principal amounts of the Odeon Term Loan Facility and to pay related accrued interest, fees, costs, premiums and expenses.

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On or after November 1, 2024, the Odeon Notes due 2027 will be redeemable, in whole or in part, at redemption prices equal to (i) 106.375 % for the twelve-month period beginning on November 1, 2024;

(ii) 103.188 % for the twelve-month period beginning on November 1, 2025, and (iii) 100.000 % at any time thereafter, plus accrued and unpaid interest, if any.

(ii) 103.188 % for the twelve-month period beginning on November 1, 2025;

and (iii) 100.000 % at any time thereafter, plus accrued and unpaid interest, if any.

If the Company or its restricted subsidiaries sell assets under certain circumstances, the Company will be required to use the net proceeds to repay the Odeon Notes due 2027 or any additional First Lien Obligations at a price no less than 100 % of the issue price of the Odeon Notes due 2027, plus accrued and unpaid interest, if any.

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Second Lien Notes due 2026.

In connection with the Exchange Offers on July 31, 2020, the Company issued $ 1,462.3 million aggregate principal amount of the new Second Lien Notes due 2026 in exchange for the Existing Subordinated Notes.

The Second Lien Notes due 2026 were issued pursuant to an indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and GLAS Trust Company LLC, as trustee and collateral agent.

The Company has reflected a premium of $ 535.1 million on the Second Lien Notes due 2026 as the difference between the principal balance of the Second Lien Notes due 2026 and the $ 1,997.4 million carrying value of the Existing Subordinated Notes exchanged.

The premium will be amortized to interest expense over the term of the Second Lien Notes due 2026 using the effective interest method.

In connection with the Exchange Offers and the First Lien Notes due 2026, the Company issued shares of Common Stock to certain holders of subordinated notes as consideration for their commitment to backstop the issuance of $ 200 million of the First Lien Notes due 2026.

In connection with the Exchange Offers on July 31, 2020, Holdings issued $ 1,462.3 million aggregate principal amount of its Second Lien Notes in exchange for the Existing Subordinated Notes.

The Second Lien Notes were issued pursuant to an indenture, dated as of July 31, 2020, among Holdings, the guarantors named therein and GLAS Trust Company LLC, as trustee and collateral agent (the “Second Lien Notes Indenture”).

The Company recorded a premium of $ 535.1 million on the Second Lien Notes as the difference between the principal balance of the Second Lien Notes and the $ 1,997.4 million carrying value of the Existing Subordinated Notes exchanged.

The premium will be amortized to interest expense over the term of the Second Lien Notes using the effective interest method.

In connection with the Exchange Offers and the First Lien Notes due 2026, Holdings issued shares of Common Stock to certain holders of subordinated notes as consideration for their commitment to backstop the issuance of $ 200 million of the First Lien Notes due 2026.

Pursuant to the Backstop Commitment Agreement dated July 10, 2020, certain of the actual or beneficial holders of Existing Subordinated Notes agreed to purchase 100 % of the First Lien Notes due 2026 that were not subscribed for in connection with the $ 200 million rights offering to holders of the Existing Subordinated Notes participating in the Exchange Offers.

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The share issuance was recorded by the Company in stockholders’ deficit with an offset in corporate borrowings as a discount.

The discount will be amortized to interest expense over the term of the Second Lien Notes due 2026 using the effective interest method.

The Second Lien Notes due 2026 bear cash interest at a rate of 10 % per annum payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2020.

Subject to the limitation in the next succeeding sentence, interest for the first three interest periods after the issue date may, at the Company’s option, be paid in PIK interest at a rate of 12 % per annum.

For the first interest period ending December 15, 2020 and the second interest period ending June 15, 2021, the Company elected to pay in PIK interest.

For the third interest period ending December 15, 2021, the Company paid cash interest with respect to the third interest period.

For all interest periods after the first three interest periods, interest will be payable solely in cash at a rate of 10 % per annum.

The Second Lien Notes due 2026 were redeemable at the Company’s option prior to June 15, 2023, at a redemption price equal to 100 % of their aggregate principal amount and accrued and unpaid interest, plus an applicable make-whole premium.

On or after June 15, 2023, the Second Lien Notes due 2026 are redeemable, in whole or in part, at a redemption price equal to (i) 106.0 % for the twelve-month period beginning on June 15, 2023;

(ii) 103.0 % for the twelve-month period beginning on June 15, 2024 and (iii) 100.0 % at any time thereafter, plus accrued and unpaid interest.

If the Company or its restricted subsidiaries sell assets, under certain circumstances, the Company will be required to apply the net proceeds to redeem the Second Lien Notes due 2026 at a price equal to 100 % of the issue price of the Second Lien Notes due 2026, plus accrued and unpaid interest to, but excluding the redemption date.

Upon a Change of Control (as defined in the indenture governing the Second Lien Notes due 2026), the Company must offer to purchase the Second Lien Notes due 2026 at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest.

The Second Lien Notes due 2026 have not been registered under the Securities Act, as amended and will mature on June 15, 2026.

The Second Lien Notes due 2026 are fully and unconditionally guaranteed on a joint and several basis by each of the Company’s subsidiaries that currently guarantee its obligations under the Company’s Senior Secured Credit Facilities.

The Second Lien Notes due 2026 are secured on a second-priority basis by substantially all of the tangible and intangible assets owned by the Company and the guarantor subsidiaries that secure obligations under the Senior Secured Credit Facilities (“Collateral”).

The Second Lien Notes due 2026 are subordinated in right of payment to all indebtedness of the Company that is secured by a first-priority lien on the Collateral.

The indenture governing the Second Lien Notes due 2026 contains covenants that restrict the ability of the Company to:

incur additional debt or issue certain preferred shares;

pay dividends on or make other distributions in respect of its capital stock or make other restricted payments;

make certain investments;

or transfer certain assets;

create liens on certain assets to secure debt;

consolidate, merge, sell or otherwise dispose of all or substantially all of its assets;

enter into certain transactions with its affiliates;

and allow to exist certain restrictions on the ability of its subsidiaries to pay dividends or make other payments to the Company.

The Second Lien Notes due 2026 Indenture also contains certain affirmative covenants and events of default.

The Company recorded $ 193.7 million to stockholders’ deficit as a result of the transaction.

The Company paid $ 1.4 million of accrued interest in cash upon exchange of the notes.

See Note 9—Stockholders’ Deficit for more information.

Additionally, during the year ended December 31, 2023, the Company repurchased from Antara, a related party at the time of the transactions, an additional $ 75.9 million aggregate principal amounts of the Second Lien Notes due 2026 for $ 48.5 million and recorded a gain on extinguishment of $ 40.9 million in other expense (income).

Accrued interest of $ 1.1 million was paid in connection with the related party repurchases.

During the year ended December 31, 2023, the Company repurchased from unrelated parties $ 139.7 million aggregate principal amounts of the Second Lien Notes due 2026 for $ 91.4 million and recorded a gain on extinguishment of $ 71.3 million in other expense (income).

Accrued interest of $ 4.5 million was paid in connection with the repurchases.

During the year ended December 31, 2023, the Company exchanged $ 105.3 million aggregate principal and $ 1.2 million accrued interest of the Second Lien Notes due 2026 for 14,186,651 shares of Common Stock.

The Company treated these exchanges as extinguishments and recorded $ 28.3 million of gains on extinguishment in other income.

During the year ended December 31, 2022, the Company repurchased $ 118.3 million aggregate principal amounts of the Second Lien Notes due 2026 for $ 68.3 million and recorded a gain on extinguishment of $ 75.0 million in other expense (income).

Accrued interest of $ 4.5 million was paid in connection with the repurchases.

The discount will be amortized to interest expense over the term of the Second Lien Notes using the effective interest method.

The Second Lien Notes bear cash interest at a rate of 10 % per annum payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2020.

Subject to the limitation in the next succeeding sentence, interest for the first three interest periods after the issue date may, at Holdings option, be paid in PIK interest at a rate of 12 % per annum.

For the first interest period ending December 15, 2020 and the second interest period ending June 15, 2021, Holdings elected to pay in PIK interest.

For the third interest period ending December 15, 2021, Holdings paid cash interest with respect to the third interest period.

For all interest periods after the first three interest periods, interest was payable solely in cash at a rate of 10 % per annum.

The Second Lien Notes were redeemable at Holdings’ option prior to June 15, 2023, at a redemption price equal to 100 % of their aggregate principal amount and accrued and unpaid interest, plus an applicable make-whole premium.

On or after June 15, 2023, the Second Lien Notes were redeemable, in whole or in part, at a redemption price equal to (i) 106.0 % for the twelve-month period beginning on June 15, 2023;

(ii) 103.0 % for the twelve-month period beginning on June 15, 2024;

and (iii) 100.0 % at any time thereafter, plus accrued and unpaid interest.

Upon a Change of Control (as defined in the Second Lien Notes Indenture), Holdings must offer to purchase the Second Lien Notes at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest.

The Second Lien Notes have not been registered under the Securities Act and will mature on June 15, 2026.

Prior to the Refinancing Transactions, with the consent of the holders of two-thirds of the outstanding Second Lien Notes, Holdings, the Existing Guarantors and the Trustee and Notes Collateral Agent entered into a supplemental indenture (the “Supplemental Indenture”) to the Second Lien Notes Indenture.

Among other things, the Supplemental Indenture (i) eliminated substantially all of the restrictive covenants, certain events of default and the related provisions contained in the Second Lien Notes Indenture and (ii) released the existing subsidiary guarantees of, and the liens on the collateral securing the obligations of Holdings under, the Second Lien Notes Indenture.

The Supplemental Indenture did not modify any subordination provision or the maturity or economic terms of the Second Lien Notes.

Senior Subordinated Debt Exchange Offers

On July 31, 2020, the Company consummated private offers to exchange (the “Exchange Offers”) any and all of its outstanding 6.375 % Senior Subordinated Notes due 2024, 5.75 % Senior Subordinated Notes due 2025, 5.875 % Senior Subordinated Notes due 2026, and 6.125 % Senior Subordinated Notes due 2027 (together the “Existing Subordinated Notes”) for newly issued Second Lien Notes due 2026.

On July 31, 2020, Holdings consummated private offers to exchange (the “Exchange Offers”) any and all of its outstanding 6.375 % Senior Subordinated Notes due 2024, 5.75 % Senior Subordinated Notes due 2025, 5.875 % Senior Subordinated Notes due 2026, and 6.125 % Senior Subordinated Notes due 2027 (together the “Existing Subordinated Notes”) for newly issued Second Lien Notes due 2026.

The Company performed an assessment on a lender-by-lender basis to identify certain lenders that met the criteria for a troubled debt restructuring (“TDR”) under ASC 470-60, Troubled Debt Restructurings by Debtors (“ASC 470-60”) as the Company was experiencing financial difficulties and the lenders granted a concession.

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The Company accounted for the exchange of approximately $ 1,782.5 million principal amount of its Existing Senior Subordinated Notes for approximately $ 1,289.1 million principal amount of the Second Lien Notes due 2026 as TDR.

modification of debt as the lenders did not grant a concession and the difference between the present value of the old and new cash flows was less than 10 %.

The Company accounted for the exchange of the remaining approximately $ 235.0 million principal amount of its Existing Senior Subordinated Notes for approximately $ 173.2 million principal amount of the Second Lien Notes due 2026 as a modification of debt as the lenders did not grant a concession and the difference between the present value of the old and new cash flows was less than 10 %.

Senior Subordinated Notes due 2024.

On November 8, 2016, the Company issued £ 250.0 million aggregate principal amount of its 6.375 % Senior Subordinated Notes due 2024 (the "Sterling Notes due 2024") in a private offering.

On November 8, 2016, Holdings issued £ 250.0 million aggregate principal amount of its 6.375 % Senior Subordinated Notes due 2024 (the “Sterling Notes due 2024”) in a private offering.

The Company recorded deferred financing costs of approximately $ 14.1 million related to the issuance of the Sterling Notes due 2024.

The Sterling Notes due 2024 mature on November 15, 2024.

The Company pays interest on the Sterling Notes due 2024 at 6.375 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017.

The Company may redeem some or all of the Sterling Notes due 2024 at 100 % of the principal amount thereof on or after November 15, 2022, plus accrued and unpaid interest to the redemption date.

On March 17, 2017, the Company issued £ 250.0 million additional aggregate principal amount of its Sterling Notes due 2024 at 106 % plus accrued interest from November 8, 2016 in a private offering.

These additional Sterling Notes due 2024 were offered as additional notes under an indenture pursuant to which the Company had previously issued and has outstanding £ 250.0 million aggregate principal amount of its 6.375 % Sterling Notes due 2024.

Holdings paid interest on the Sterling Notes due 2024 at 6.375 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017.

On March 17, 2017, Holdings issued £ 250.0 million additional aggregate principal amount of its Sterling Notes due 2024 at 106 % plus accrued interest from November 8, 2016 in a private offering.

These additional Sterling Notes due 2024 were offered as additional notes under an indenture pursuant to which Holdings had previously issued and has outstanding £ 250.0 million aggregate principal amount of its 6.375 % Sterling Notes due 2024.

The Company recorded deferred financing costs of approximately $ 12.7 million related to the issuance of the additional Sterling Notes due 2024.

The Sterling Notes due 2024 mature on November 15, 2024.

The Company pays interest on the Sterling Notes due 2024 at 6.375 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017.

Interest on the additional Sterling Notes will accrue from November 8, 2016.

The Company may redeem some or all of the Sterling Notes due 2024 at 100 % of the principal amount thereof on or after November 15, 2022, plus accrued and unpaid interest to the redemption date.

On March 17, 2017, in connection with the issuance of the additional Sterling Notes due 2024, the Company entered into a registration rights agreement.

Subject to the terms of the registration rights agreement, the Company is required to (1) file one or more registration statements with the SEC not later than 270 days from November 8, 2016 with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of November 8, 2016.

The Company filed its Form S–4 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April 19, 2017, and it was declared effective June 7, 2017.

All of the original notes were exchanged as of July 12, 2017.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Sterling Notes due 2024 by approximately $ 632.1 million (£ 496.0 million par value), or 99.2 % of the then outstanding Sterling Notes due 2024.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amount of Sterling Notes due 2024 by approximately $ 632.1 million (£ 496.0 million par value), or 99.2 % of the then outstanding Sterling Notes due 2024.

On November 15, 2024, the maturity date, Holdings repaid the remaining £ 4.0 million ($ 5.0 million) principal in full.

Senior Subordinated Notes due 2025.

On June 5, 2015, the Company issued $ 600.0 million aggregate principal amount of its 5.75 % Senior Subordinated Notes due 2025 (the “Senior Subordinated Notes due 2025”) in a private offering.

On June 5, 2015, Holdings issued $ 600.0 million aggregate principal amount of its 5.75 % Senior Subordinated Notes due 2025 (the “Senior Subordinated Notes due 2025”) in a private offering.

The Company capitalized deferred financing costs of approximately $ 11.4 million, related to the issuance of the Senior Subordinated Notes due 2025.

The Senior Subordinated Notes due 2025 mature on June 15, 2025.

The Company will pay interest on the Senior Subordinated Notes due 2025 at 5.75 % per annum, semi-annually in arrears on June 15th and December 15th, commencing on December 15, 2015.

The Company may redeem some or all of the Senior Subordinated Notes due 2025 at 100 % of the principal amount thereof on or after June 15, 2023, plus accrued and unpaid interest to the redemption date.

On June 5, 2015, in connection with the issuance of the Senior Subordinated Notes due 2025, the Company entered into a registration rights agreement.

Subject to the terms of the registration rights agreement, the Company filed a registration statement on June 19, 2015 pursuant to the Securities Act, as amended, relating to an offer to exchange the original Senior Subordinated Notes due 2025 for exchange Senior Subordinated Notes due 2025 registered pursuant to an effective registration statement;

the registration statement was declared effective on June 29, 2015, and the Company commenced the exchange offer.

The exchange notes have terms substantially identical to the original notes except that the exchange notes do not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer within 210 days after the issue date.

After the exchange offer expired on July 27, 2015, all of the original Senior Subordinated Notes due 2025 were exchanged.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of the Senior Subordinated Notes due 2025 by approximately $ 501.7 million, or 83.61 % of the then outstanding Notes due 2025.

Holdings pays interest on the Senior Subordinated Notes due 2025 at 5.75 % per annum, semi-annually in arrears on June 15th and December 15th, commencing on December 15, 2015.

Holdings may redeem some or all of the Senior Subordinated Notes due 2025 at 100 % of the principal amount thereof on or after June 15, 2023, plus accrued and unpaid interest to the redemption date.

On June 5, 2015, in connection with the issuance of the Senior Subordinated Notes due 2025, Holdings entered into a registration rights agreement.

Subject to the terms of the registration rights agreement, Holdings filed a registration statement with the SEC on June 19, 2015 pursuant to the Securities Act relating to an offer to exchange the original Senior Subordinated Notes due 2025 for exchange Senior Subordinated Notes due 2025;

the registration statement was declared effective on June 29, 2015, and Holdings commenced the exchange offer.

All of the original notes were exchanged as of July 27, 2015.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amount of the Senior Subordinated Notes due 2025 by approximately $ 501.7 million, or 83.61 % of the then outstanding Senior Subordinated Notes due 2025.

Senior Subordinated Notes due 2026.

On November 8, 2016, the Company issued $ 595.0 million aggregate principal amount of its 5.875 % Senior Subordinated Notes due 2026 (the "Senior Subordinated Notes due 2026") in a private offering.

On November 8, 2016, Holdings issued $ 595.0 million aggregate principal amount of its 5.875 % Senior Subordinated Notes due 2026 (the “Senior Subordinated Notes due 2026”) in a private offering.

The Company recorded deferred financing costs of approximately $ 27.0 million related to the issuance of the Senior Subordinated Notes due 2026.

The Senior Subordinated Notes due 2026 mature on November 15, 2026.

The Company pays interest on the Senior Subordinated Notes due 2026 at 5.875 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017.

The Company may redeem some or all of the Senior Subordinated Notes due 2026 at any time on or after November 15, 2021, at 102.938 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after November 15, 2024, plus accrued and unpaid interest to the redemption date.

On November 8, 2016, in connection with the issuance of the Senior Subordinated Notes due 2026, the Company entered into a registration rights agreement.

Subject to the terms of the registration rights agreement, the Company is required to (1) file a registration statement with the SEC not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of the issuance date.

Holdings pays interest on the Senior Subordinated Notes due 2026 at 5.875 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017.

Holdings may redeem some or all of the Senior Subordinated Notes due 2026 at any time on or after November 15, 2021, at 102.938 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after November 15, 2024, plus accrued and unpaid interest to the redemption date.

On November 8, 2016, in connection with the issuance of the Senior Subordinated Notes due 2026, Holdings entered into a registration rights agreement.

Subject to the terms of the registration rights agreement, Holdings filed a registration statement with the SEC on April 19, 2017 pursuant to the Securities Act relating to an offer to exchange the original Senior Subordinated Notes due 2026 for exchange Senior Subordinated Notes due 2026;

the registration statement was declared effective on June 7, 2017, and Holdings commenced the exchange offer.

All of the original notes were exchanged as of July 12, 2017.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of the Senior Subordinated Notes due 2026 by approximately $ 539.4 million, or 90.65 % of the then outstanding Notes due 2026.

During the year ended December 31, 2023, the Company repurchased $ 4.1 million aggregate principal amounts of Senior Subordinated Notes due 2026 from a related party, Antara, for $ 1.7 million and recorded a gain on extinguishment of $ 2.3 million in other expense (income).

Accrued interest of $ 0.1 million was paid in connection with the repurchase.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amount of the Senior Subordinated Notes due 2026 by approximately $ 539.4 million, or 90.65 % of the then outstanding Senior Subordinated Notes due 2026.

Senior Subordinated Notes due 2027.

On March 17, 2017, the Company issued $ 475.0 million aggregate principal amount of its 6.125 % Senior Subordinated Notes due 2027 (the "Senior Subordinated Notes due 2027").

On March 17, 2017, Holdings issued $ 475.0 million aggregate principal amount of its 6.125 % Senior Subordinated Notes due 2027 (the “Senior Subordinated Notes due 2027”).

The Company recorded deferred financing costs of approximately $ 19.8 million related to the issuance of the Senior Subordinated Notes due 2027.

The Senior Subordinated Notes due 2027 mature on May 15, 2027.

The Company pays interest on the Senior Subordinated Notes due 2027 at 6.125 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on November 15, 2017.

The Company may redeem some or all of the Senior Subordinated Notes due 2027 at any time on or after May 15, 2022 at 103.063 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after May 15, 2025, plus accrued and unpaid interest to the redemption date.

On March 17, 2017, in connection with the issuance of the Senior Subordinated Notes due 2027, the Company entered into a registration rights agreement.

Subject to the terms of the registration rights agreement, the Company is required to (1) file one or more registration statements with the SEC not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of the issuance date.

Holdings pays interest on the Senior Subordinated Notes due 2027 at 6.125 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on November 15, 2017.

Holdings may redeem some or all of the Senior Subordinated Notes due 2027 at any time on or after May 15, 2022 at 103.063 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after May 15, 2025, plus accrued and unpaid interest to the redemption date.

On March 17, 2017, in connection with the issuance of the Senior Subordinated Notes due 2027, Holdings entered into a registration rights agreement.

the registration

statement was declared effective on June 7, 2017, and Holdings commenced the exchange offer.

All of the original notes were exchanged as of July 12, 2017.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of the Senior Subordinated Notes due 2027 by approximately $ 344.3 million, or 72.48 % of the then outstanding principal.

During the year ended December 31, 2022, the Company repurchased $ 5.3 million aggregate principal payments of Senior Subordinated Notes due 2027 for $ 1.6 million and recorded a gain on extinguishment of $ 3.7 million in other expense (income).

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amount of the Senior Subordinated Notes due 2027 by approximately $ 344.3 million, or 72.48 % of the then outstanding Senior Subordinated Notes due 2027.

First Lien Notes Due 2025.

On April 24, 2020, the Company issued $ 500.0 million aggregate principal amount of its 10.5 % First Lien Notes due 2025, in a private offering, pursuant to an indenture, dated as of April 24, 2020 (the “First Lien Notes due 2025”), among the Company, the guarantors named therein and U.S.

On April 24, 2020, Holdings issued $ 500.0 million aggregate principal amount of its 10.5 % First Lien Notes due 2025, in a private offering, pursuant to an indenture, dated as of April 24, 2020 (the “First Lien Notes due 2025”), among Holdings, the guarantors named therein and U.S.

Bank National Association, as trustee and collateral agent.

The First Lien Notes due 2025 were issued with a discount of $ 10.0 million and bore interest at a rate of 10.5 % per annum, payable semi-annually on April 15 and October 15 each year, commencing October 15, 2020.

The First Lien Notes due 2025 were to mature on April 15, 2025.

The Company recorded deferred financing costs of approximately $ 8.9 million related to the issuance of the First Lien Notes due 2025 and amortized those costs to interest expense under the effective interest method over the term of the First Lien Notes due 2025.

First Lien Notes due 2026.

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First Lien Toggle Notes due 2026.

On January 15, 2021, the Company issued $ 100.0 million aggregate principal amount of its 15 %/ 17 % Cash/PIK Toggle First Lien Secured Notes due 2026 (the “First Lien Toggle Notes due 2026”) as contemplated by the previously disclosed commitment letter with Mudrick Capital Management, LP (“Mudrick”), dated as of December 10, 2020.

The First Lien Toggle Notes due 2026 were issued pursuant to an indenture dated as of January 15, 2021 among the Company, the guarantors named therein and the U.S.

bank National Association, as trustee and collateral agent.

On September 30, 2021, the Company exercised an option to repurchase $ 35.0 million of its First Lien Toggle Notes due 2026.

The total cost to exercise this repurchase option was $ 40.3 million, including principal, redemption price and accrued and unpaid interest.

During the year ended December 31, 2021, the Company recorded loss on debt extinguishment of $ 14.4 million in other expense.

The First Lien Toggle Notes due 2026 bore cash interest at a rate of 15 % per annum payable semi-annually in arrears on January 15 and July 15, beginning on July 15, 2021.

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For the first interest period ended July 15, 2021, the Company elected to pay in PIK interest.

During the year ended December 31, 2021, the Company reclassified prepaid commitment fees and deferred charges of $ 28.6 million from other long-term assets to corporate borrowings.

The prepaid commitment fees were recorded as a discount and, together with deferred charges, were amortized to interest expense over the term of the First Lien Toggle Notes due 2026 using the effective interest method.

Convertible Notes due 2026.

Concurrently with the Exchange Offers, to obtain the consent of the holders of the 2.95 % Convertible Notes due 2024 (“Convertible Notes due 2024”), the Company restructured $ 600.0 million of Convertible Notes due 2024 issued in 2018 to Silver Lake Group, L.L.C.

(“Silver Lake”) and others pursuant to which the maturity of the Convertible Notes due 2024 were extended to May 1, 2026 (the “Convertible Notes due 2026”) and a first-priority lien on the collateral securing our Senior Secured Credit Facilities was granted to secured indebtedness thereunder.

The Convertible Notes due 2026 were issued pursuant to an amended and restated indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and U.S.

Bank National Association, as trustee and collateral agent.

The Convertible Notes due 2026 were convertible at the option of the holders thereof.

The Convertible Notes due 2026 bore cash interest at a rate of 2.95 % per annum, semi-annually in arrears on September 15 th and March 15 th , commencing on September 15, 2020.

On January 27, 2021, affiliates of Silver Lake and certain co-investors (collectively, the “Noteholders”) elected to convert (the “Convertible Note Conversion”) all $ 600.0 million principal amount of the Company’s Convertible Notes due 2026 into shares of the Company’s Common Stock at a conversion price of $ 67.60 per share.

The non-cash Convertible Note Conversion settled on January 29, 2021, and resulted in the issuance of 4,442,286 shares of the Company’s Common Stock and 4,442,286 of the Company’s AMC Preferred Equity Units to the Noteholders.

The Company recorded approximately $ 71.0 million of non-cash interest expense during the year ended December 31, 2021 for unamortized discount and deferred charges at the date of conversion following the guidance in ASC 815-15-40-1.

Pursuant to the Stock Repurchase and Cancellation Agreement with Dalian Wanda Group Co., Ltd.

(“Wanda”) dated as of September 14, 2018, 566,600 shares of the Company’s Class B common stock and 566,600 AMC Preferred Equity Units held by Wanda were forfeited and cancelled in connection with the Convertible Note Conversion.

Odeon Term Loan Facility.

On February 15, 2021, OCGL, a wholly-owned subsidiary of the Company, entered into a new £ 140.0 million and € 296.0 million term loan facility agreement (the “Odeon Term Loan Facility”), by and among OCGL, the subsidiaries of OCGL party thereto, the lenders and other loan parties thereto and Lucid Agency Services Limited as agent and Lucid Trustee Services Limited as security agent.

Approximately £ 89.7 million and € 12.8 million of the net proceeds from the Odeon Term Loan Facility were used to repay in full Odeon’s obligations (including principal, interest, fees and cash collateralized letters of credit) under its then-existing revolving credit facility and the remaining net proceeds will be used for general corporate purposes.

The Company recorded deferred financing costs of $ 1.0 million in other expense during the year ended December 31, 2021.

Borrowings under the Odeon Term Loan Facility bore interest at a rate equal to 10.75 % per annum during the first year and 11.25 % thereafter and each interest period was three months , or such other period agreed between the Company and the Agent.

On February 15, 2021, OCGL, a wholly-owned subsidiary of Holdings, entered into a new £ 140.0 million and € 296.0 million term loan facility agreement (the “Odeon Term Loan Facility”), by and among OCGL, the subsidiaries of OCGL party thereto, the lenders and other loan parties thereto, Lucid Agency Services Limited as agent and Lucid Trustee Services Limited as security agent.

The interest could be capitalized on the last day of each interest period and added to the outstanding principal amount at OCGL’s election.

For the first interest period ending May 2021 and the second interest period ending August 2021, OCGL elected to pay in PIK interest.

OCGL paid cash interest with respect to the third interest period ending November 2021.

The principal amount of new funding was prior to deducting discounts of $ 19.4 million and deferred financing costs of $ 16.5 million related to the Odeon Term Loan Facility.

The discount and deferred financing costs were amortized to interest expense over the term using the effective interest method.

On October 20, 2022, the Company completely repaid the Odeon Term Loan Facility using existing cash and $ 363.0 million net proceeds from the issuance of the Odeon Notes due 2027.

Financial Covenants

The Company believes that its existing cash and cash equivalents together with cash generated from operations, will be sufficient to comply with the minimum liquidity requirement under its Senior Secured Revolving Credit Facility through the end of the covenant suspension period.

Pursuant to the Twelfth Amendment to the Credit Agreement, the requisite revolving lenders party thereto agreed to extend the suspension period for the secured leverage ratio financial covenant applicable to the Senior Secured Revolving Credit Facility under the Credit Agreement through March 31, 2024.

The financial covenant applicable to the Senior Secured Revolving Credit Facility is tested as of the last day of any fiscal quarter for which financial statements have been (or were required to have been) delivered, thus the financial covenant has been effectively suspended through maturity of the Senior Secured Revolving Credit Facility.

As of December 31, 2023, the Company was subject to a minimum liquidity requirement of $ 100 million as a condition to the financial covenant suspension period under the Credit Agreement.

Covenant Compliance

As of December 31, 2024, the Company believes that it was in full compliance with all agreements, including related covenants, governing its outstanding debt.

NOTE 9—STOCKHOLDERS’ DEFICIT

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The Common Stock is not convertible into any other shares of the Company’s capital stock.

Class B Common Stock

On January 27, 2021, pursuant to the Stock Repurchase and Cancellation Agreement with Wanda dated as of September 14, 2018, and in connection with the Convertible Note Conversion of the Convertible Notes due 2026 into shares of the Company’s Common Stock by Silver Lake and certain co-investors, 566,600 shares of the Company’s Class B common stock and 566,600 AMC Preferred Equity Units held by Wanda were forfeited and cancelled.

On February 1, 2021, Wanda exercised their right to convert all outstanding Class B common stock of 4,610,379 and 4,610,379 of AMC Preferred Equity Units to Common Stock thereby reducing the number of outstanding Class B common stock to zero, which resulted in the retirement of Class B common stock.

The Third Amended and Restated Certificate of Incorporation of the Corporation provides that Class B common stock may not be reissued by the Company.

AMC Preferred Equity Units

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Preferred Stock

The Company has 50,000,000 authorized shares of preferred stock, none of which are issued or outstanding as of December 31, 2023.

As of December 31, 2022, there were 50,000,000 authorized shares of preferred stock, 10,000,000 of which had been allocated to the Series A Convertible Participating Preferred Stock.

Special Meeting of Stockholders

The Company’s board of directors called a special meeting of the Company’s stockholders on March 14, 2023 (the “Special Meeting”).

At the Special Meeting, the Company’s stockholders approved the following proposals:

To approve an amendment to our Third Amended and Restate Certificate of Incorporation (“Certificate of Incorporation”) to increase the total number of authorized shares of Common Stock from 524,173,073 shares of Common Stock to 550,000,000 shares of Common Stock (the “Share Increase”);

To approve an amendment to our Certificate of Incorporation to effectuate a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock, which together with the Share Increase, shall permit the full conversion of all outstanding shares of Series A Preferred Stock into shares of Common Stock (the “Reverse Stock Split” and collectively with the Share Increase, the “Charter Amendments”);

To approve one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve and adopt the Charter Amendments.

Each of the Share Increase and the Reverse Stock Split is cross-conditioned on the approval of the other, such that approval of both proposals was required for each of them to take effect.

The Company has 50,000,000 authorized shares of preferred stock, none of which are issued or outstanding as of December 31, 2024 and December 31, 2023, respectively.

Shareholder Litigation

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References made to AMC Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares.

At-The-Market Share Issuances

Share Issuances

On December 6, 2024, the Company entered into a sales and registration agreement (the “Sales and Registration Agreement”) with Goldman Sachs & Co.

LLC, from time to time acting in its capacity as (1) sales agent (in such capacity, the “Sales Agent”) or (2) the Forward Seller of any and all Hedging Shares offered by the Forward Counterparty under one or more Forwards (in each case, as defined below) relating to an aggregate of up to 50,000,000 shares of Common Stock of the Company.

In accordance with the terms of the Sales and Registration Agreement, the Company may issue and sell shares of Common Stock covered by the prospectus supplement at any time and from time to time through the Sales Agent.

The Sales Agent may act as agent on the Company’s behalf or purchase shares of Common Stock from the Company as principal for its own account.

The Company also entered into a master confirmation (the “Master Confirmation”) with Goldman Sachs International (in its capacity as buyer under any Forward (as hereinafter defined), the “Forward Counterparty”) pursuant to which the Company entered into forward transactions (each a “Forward”), under which the Company agreed to sell the number of shares of Common Stock specified in such Forward (subject to adjustment as set forth therein) to the Forward Counterparty.

In respect of each Forward, to enable the Forward Counterparty to establish a hedge position with respect to such Forward, the Company effectively pledged up to the maximum number of shares of Common Stock deliverable under such Forward (the “Hedging Shares”), and to establish a hedge position under such Forward, the Forward Counterparty rehypothecated and sold such maximum number of shares through Goldman Sachs & Co.

LLC acting as the statutory underwriter (in such capacity, the “Forward Seller”) in an offering under a prospectus supplement and accompanying prospectus over a period of time agreed between the Company and the Forward Counterparty for such Forward (an “Initial Hedging Period”), all subject to the terms of the Sales and Registration Agreement.

On each trading day during the respective Initial Hedging Periods for each Forward, the Company instructed the Forward Counterparty on a day-by-day basis to sell a specified number of its shares, the total of each such trading day’s sales representing a component of such Forward (each a “Component”).

The volume weighted average price per share for sales executed by the Forward Seller during the Initial Hedging Period for each Component (the “Reference Price”) was used to determine the floor price (“Forward Floor Price”) and cap price (“Forward Cap Price”) for such Component.

The Forward Floor Price is intended to mitigate the downside risk of any potential decline in the share price below the Forward Floor Price during the valuation period, which extends approximately six months after the outside date to the Initial Hedging Period agreed between the Company and the Forward Counterparty.

The Forward Cap Price limits the potential upside benefit to the extent the share price were to exceed the Forward Cap Price during the valuation period.

The Company is entitled to a prepayment (a “Prepayment”), calculated on a Component basis for each Forward, in an amount equal to the product of (i) the number of shares sold by the Forward Seller during the Initial Hedging Period for such Forward, (ii) the Forward Floor Price and (iii) the relevant prepayment percentage agreed for such Forward.

The Company received a Prepayment in respect of each Forward approximately three weeks after the completion of the Initial Hedging Period of the latest Forward.

Each Forward is subject to a subsequent valuation period (the “Valuation Period”) that starts to run shortly after the outside date to the Initial Hedging Period agreed between the Company and the Forward Counterparty and ends on the final settlement date (the “Final Settlement Date”), subject to any acceleration of the scheduled maturity date of all or portion(s) of such Forward at the election of the Forward Counterparty.

This Valuation Period determines the final settlement of the Forward Counterparty’s purchase price through a true-up payment from the Forward Counterparty to the Company if the total amount due under any such Forward exceeds the Prepayment (the “True-Up Payment”).

The Forward Counterparty will make the True-Up Payment to the Company on a Component-by-Component basis.

Each such payment in respect of each Component is equal to a modified forward price (the “Modified Forward Price”) multiplied by the specified number of shares for such Component.

The Modified Forward Price is determined as follows:

(i) If the Settlement Price (defined as the arithmetic average volume weighted average price over the Valuation Period) is less than or equal to the Forward Floor Price, zero;

(ii) If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, such Settlement Price minus the Forward Floor Price;

(iii) If the Settlement Price is greater than the Forward Cap Price, the Forward Cap Price minus the Forward Floor Price.

The Company may elect to receive the True-Up Payment in cash or shares of Common Stock.

Additionally, the Forward Counterparty is required to pay the Company any remaining Prepayment amount on the Final Settlement Date.

Pursuant to the agreements described above, the Company entered into Forwards to sell 30,000,000 shares of Common Stock in the aggregate with the respective Reference Prices in respect of each Component of such Forwards ranging from $ 4.01 to $ 4.71 per share of Common Stock.

During the Initial Hedging Period of each Forward in December 2024, the Company was paid $ 0.01 per share for the par value of the shares totaling $ 0.3 million in the aggregate and in January 2025 was paid $ 108.7 million for the Prepayments in respect of the Forwards in the aggregate.

See Note 16—Subsequent Events for further information.

On or before July 1, 2025, the Company could potentially receive True-Up Payments of up to an additional $ 38.5 million in the aggregate in relation to the Forwards if the volume weighted average prices of Common Stock over the respective Valuation Period for each Forward are equal to or greater than the respective Forward Cap Prices.

If, however, the volume weighted average prices of Common Stock over the respective Valuation Period for each Forward are equal to or less than the respective Forward Floor Prices, the Company will receive no additional True-Up Payment.

The Company will continue to monitor the value of any potential True-Up Payments until the end of the Valuation Period for each Forward.

The Company evaluated the Forwards under ASC 815—Derivatives and Hedging and concluded that the transactions consist of a subscription receivable accounted for under ASC 505-10-45-2 reflecting the Company’s right to receive the Prepayment and deliver shares to the Forward Counterparty.

Accordingly, pursuant to Regulation S-X 5-02.29, the Company recorded the Prepayment as an increase to additional paid in capital with an equal and offsetting subscription receivable as a decrease to additional paid in capital.

The subscription receivable is considered a debt-like host and the Company’s right to receive additional cash consideration up to the Forward Cap Price based on the movement of the share price during the Valuation Period is an embedded feature that meets the definition of a derivative.

Because the True-Up Payment can be received in cash or shares of Common Stock at the Company’s election and the value mechanics within the instrument are all indexed to the Company’s own Common Stock, the embedded feature meets the equity classification scope exception in ASC 815-40 and is not accounted for outside of equity.

As the proceeds from the Forwards are received, the subscription receivable will be reduced which will result in an increase in total additional paid in capital.

During January 2025, the Company recorded an increase to additional paid in capital of $ 108.7 million resulting from the receipt of the Prepayment described above.

During the years ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company entered into various equity distribution agreements with sales agents to sell shares of the Company’s Common Stock and AMC Preferred Equity Units, from time to time, through “at-the-market” offering programs.

Subject to the terms and conditions of the equity distribution agreements, the sales agents used reasonable efforts consistent with their normal trading and sales practices, applicable law and regulations, and the rules of the NYSE to sell the Common Stock and AMC Preferred Equity Units from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company.

Subject to the terms and conditions of the equity distribution agreements, the sales agents used reasonable efforts consistent with their normal

trading and sales practices, applicable law and regulations, and the rules of the NYSE to sell the Common Stock and AMC Preferred Equity Units from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company.

The below table summarizes the activity of the various “at-the-market” offerings for the years ending December 31, 2024, December 31, 2023 and December 31, 2022.

AMC Preferred Equity Units

(In millions)

Shares or units issued

Gross proceeds

Sales agent fees paid

Other third-party issuance costs incurred

Other third-party issuance costs paid

The Company has used and intends to use the net proceeds from the sale of Common Stock and AMC Preferred Equity Units pursuant to the equity distribution agreements to repay, refinance, redeem or repurchase the Company’s existing indebtedness (including expenses, accrued interest and premium, if any), capital expenditures and otherwise for general corporate purposes.

As of December 31, 2023, the Company no longer has shares available for sale pursuant to any equity distribution agreement.

During the year ended December 31, 2023, the Company sold 7.1 million shares of the Company’s AMC Preferred Equity Units.

The Company generated approximately $ 114.5 million in aggregate gross proceeds from sales under various “at-the-market” offering programs and paid fees to the sales agents of approximately $ 2.9 million.

The Company incurred and paid other third-party issuance costs of $ 8.8 million and $ 11.7 million, respectively.

During the year ended December 31, 2023, the Company sold 88.0 million shares of its Common Stock.

The Company generated approximately $ 675.5 million in aggregate gross proceeds from sales under various “at-the-market” offering programs and paid fees to the sales agents and incurred third-party issuance costs of approximately $ 16.9 million and $ 1.1 million, respectively.

The Company paid $ 0.9 million of other third-party issuance costs during the year ended December 31, 2023.

During the year ended December 31, 2022, the Company sold 20.8 million AMC Preferred Equity Units.

During the year ended December 31, 2021, the Company sold 24.2 million shares of the Company’s Common Stock and 24.2 million AMC Preferred Equity Units.

Debt For Equity Exchanges

The below table summarizes various debt for equity exchange transactions, excluding the Antara Transactions, that occurred during the year ended December 31, 2023.

The Company treated these exchanges as extinguishments with the reacquisition price being determined as the fair value of the Common Stock issued, net of the accrued interest extinguished.

See Note 8—Corporate Borrowings and Finance Lease Liabilities and Note 16—Subsequent Events for more information.

Aggregate Principal

Accrued Interest

(In millions, except for share data)

Extinguishment

Second Lien Notes due 2026

Antara Transactions

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The Company paid $ 1.4 million of accrued interest in cash upon exchange of the notes.

Immediately prior to entry into the Forward Purchase Agreement, Antara purchased 6,000,000 AMC Preferred Equity Units (the “Initial APEs”) under the Company’s at-the-market program for $ 34.9 million.

The Forward Purchase Agreement and Initial APEs were determined to be equity and the related $ 34.9 million is recorded into Additional Paid-in Capital at December 31, 2022.

Mudrick Share Issuance

On June 1, 2021, the Company issued to Mudrick 850,000 shares of the Company’s Common Stock and 850,000 AMC Preferred Equity Units for gross proceeds of $ 230.5 million and paid fees of approximately $ 0.1 million related to this transaction.

The Company issued the shares in reliance on an exemption from registration provided by section 4(a)(2) of the Securities Act.

Related Party Transactions

On January 27, 2021, affiliates of Silver Lake and certain co-investors (collectively, the “Noteholders”) elected to convert all $ 600.0 million principal amount of the Company’s Convertible Notes due 2026 into shares of the Company’s Common Stock at a conversion price of $ 67.60 per share.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities for information.

As a result of the conversion, Silver Lake was no longer a related party of the Company.

Immediately prior to entry into the Forward Purchase Agreement, Antara purchased 6,000,000 AMC Preferred Equity Units (the “Initial AMC Preferred Equity Units”) under the Company’s at-the-market program for $ 34.9 million.

The Forward Purchase Agreement and Initial AMC Preferred Equity Units were determined to be equity and the related $ 34.9 million is recorded into Additional Paid-in Capital at December 31, 2022.

Stock-Based Compensation

2013 Equity Incentive Plan

The 2013 Equity Incentive Plan, as amended (“EIP”), provides for grants of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs), stock awards, and cash performance awards.

The EIP expired on December 17, 2023, and no new equity compensation plan has been put in place.

Equity Incentive Plans

On June 5, 2024, the Company’s shareholders approved a new equity incentive plan (“2024 EIP”).

The 2024 EIP has 25.0 million shares of Common Stock available for awards under the plan.

Awards that may be granted under the 2024 EIP include options, stock appreciation rights, restricted stock awards, restricted stock units, cash awards, and other equity-based awards.

The 2024 EIP will be unlimited in duration and, in the event of termination, will remain in effect as long as any shares of awards under it are outstanding and not fully vested.

The 2013 equity incentive plan, as amended (“2013 EIP”), provided for grants of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs”), stock awards, and cash performance awards.

The 2013 EIP expired on December 17, 2023 and was replaced by the 2024 EIP.

Awards granted under the 2013 EIP will continue to vest over their remaining requisite service periods, the latest of which ends in January 2026.

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Performance stock unit expense

Special performance stock unit expense

Total equity classified awards:

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Plan Amendment due to Stock Split

The 2013 Plan contemplates equitable adjustments for certain transactions such as a stock split.

On August 19, 2022, the Compensation Committee approved an adjustment to the 2013 Equity Incentive Plan to entitle each participant one AMC Preferred Equity Unit and one share of Common Stock for each RSU or PSU for awards granted prior to the AMC Preferred Equity Unit special dividend.

The 2013 EIP contemplated equitable adjustments for certain transactions such as a stock split.

On August 19, 2022, the Compensation Committee approved an adjustment to the 2013 EIP to entitle each participant one AMC Preferred Equity Unit and one share of Common Stock for each RSU or PSU for awards granted prior to the AMC Preferred Equity Unit special dividend.

The Company determined that this modification was a Type 1 (probable-to-probable) modification that did not increase the fair value of the award and therefore did not require additional stock-based compensation expense to be recognized.

Special Awards

On February 23, 2023, AMC’s Board of Directors approved special awards in lieu of vesting of the 2022 PSU awards.

The special awards were accounted for as modification to the 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200 % vesting was achieved for both tranches.

This modification resulted in the immediate additional vesting of 238,959 Common Stock 2022 PSUs and 238,959 AMC Preferred Equity Unit 2022 PSUs.

This was treated as a Type 3 modification (improbable-to-probable) which requires the Company to recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs and AMC Preferred Equity Units PSUs of $ 14.9 million and $ 5.3 million, respectively.

During the year ended December 31, 2023, the Company recognized $ 20.2 million of stock compensation expense related to these awards.

Awards Granted in 2023, 2022, and 2021 and Other Activity

The Company’s Board of Directors approved awards of stock, RSUs, and PSUs to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan.

Awards Granted

The Company’s Board of Directors approved awards of stock, RSUs, and PSUs to certain of the Company’s employees and directors under the Company’s equity incentive plans.

Each RSU or PSU is convertible into one share of Common Stock upon vesting.

The grant date fair value of the awards are based on the closing share price of the Company’s Common Stock on such grant date.

Each RSU and PSU held by a participant as of a dividend record date is entitled to a dividend equivalent equal to the amount paid in respect to one share of Common Stock underlying the unit.

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The Company’s Board of Directors also granted awards to certain non-section 16 officers that are expected to be settled in cash.

Upon vesting, participants receiving cash settlement were initially set to receive an amount of cash equal to the closing price of an AMC Preferred Equity Unit multiplied by the number of underlying cash-based RSUs and PSUs awarded.

Following the completion of the Charter Amendments, grantees will now receive an amount of cash equal to the closing price of Common Stock multiplied by the number of underlying cash-based RSUs and PSUs awarded.

Upon vesting grantees will receive an amount of cash equal to the closing price of Common Stock multiplied by the number of underlying cash-based RSUs and PSUs awarded.

These awards have been classified as liabilities and are include within accrued expenses and other liabilities in the consolidated balance sheets.

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As of December 31, 2024, there were 63,748 nonvested underlying Common Stock RSUs and PSUs (after giving effect to the actual 2024 PSU attainment levels) related to awards granted to certain non-section 16 officers.

There are 52,001 nonvested underlying Common Stock RSUs and PSUs (2023 Tranche Year, after giving effect to the actual 2023 PSU attainment) that are currently classified as liabilities and 29,690 nonvested underlying Common Stock PSUs (2024 & 2025 Tranche Year) which have not been granted for accounting purposes as the performance targets for the 2024 and 2025 PSU Tranche Years have yet to be established.

The awards granted under the 2013 Equity Incentive Plan generally had the following features:

There are 49,171 nonvested underlying Common Stock RSUs and PSUs (2024 Tranche Year, after giving effect to the actual 2024 PSU attainment) that are currently classified as liabilities and 14,577 nonvested underlying Common Stock PSUs (2025 Tranche Year) which have not been granted for accounting purposes as the performance targets for the 2025 PSU Tranche Years have yet to be established.

The awards granted under the Company’s equity incentive plans generally had the following features:

● Board of Director Stock Awards:

The Company granted fully vested shares of Common Stock and AMC Preferred Equity Units to its independent members of AMC’s Board of Directors during the years ended December 31, 2023, Decembers 31, 2022, and December 31, 2021 as follows:

The Company granted fully vested shares of Common Stock and AMC Preferred Equity Units to the independent members of its Board of Directors during the years ended December 31, 2024, Decembers 31, 2023, and December 31, 2022 as follows:

December 31, 2024

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● Restricted Stock Unit Awards:

The Company granted RSU awards of 354,015 , 139,427 , and 537,563 RSU with grant date fair values of $ 12.4 million, $ 13.6 million, and $ 20.7 million to certain members of management during the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively.

The Company granted RSU awards of 2,322,759 ;

and 139,427 RSU with grant date fair values of $ 12.0 million, $ 12.4 million, and $ 13.6 million to certain members of management during the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively.

The Company records stock-based compensation expense on a straight-line recognition method over the requisite vesting period.

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2024 PSU Awards.

During 2023, 327,758 total PSUs were awarded (“2023 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period (“Tranche Year”).

During 2024, 2,322,759 total PSUs were awarded (“2024 PSU award”) to certain members of management and executive officers, with total PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period (“Tranche Year”).

The PSUs within each Tranche Year are further divided between two performance targets;

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The 2024 PSU awards will vest if 80 % to 120 % of the performance targets are attained, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

If the performance targets for each Tranche Year are attained at 100 %, the 2023 PSU awards will vest 327,758 units in the aggregate.

If the performance targets are met at 100 % the 2024 PSU awards will vest at 2,322,759 units in the aggregate.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA or free cash flow targets.

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The 2023 PSU awards will vest if 80 % to 120 % of the performance targets are attained, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

If the performance targets for each Tranche Year are attained at 100%, the 2022 PSU awards will vest at 139,427 units in the aggregate.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA and free cash flow targets.

If the performance targets for each Tranche Year are attained at 100 %, the 2023 PSU awards will vest 327,758 units in the aggregate.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA or free cash flow targets.

2022 PSU Awards.

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the Adjusted EBITDA performance target and free cash flow performance target.

The 2021 PSU awards will vest if 80 % to 120 % of the performance targets are attained, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

If the performance targets for each Tranche Year are attained at 100 %,

the 2021 PSU awards will vest at 537,563 units in the aggregate.

The 2022 PSU awards will vest if 80 %

to 120 % of the performance targets are attained, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

If the performance targets for each Tranche Year are attained at 100%, the 2022 PSU awards will vest at 139,427 units in the aggregate.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA and free cash flow targets.

November 3, 2021 modification.

On November 3, 2021, based upon the recommendation of the Compensation Committee, the Board of Directors of the Company approved a modification to the PSUs for the awards granted in 2021 and 2020.

The service condition modification included separating the vesting period subject to the participant’s continued employment through the end of the three-year cumulative period into three separate year service periods applicable to each tranche year.

The Company accounted for the modification in accordance with ASC 718-20, Compensation-Stock Compensation, as a Type I modification (probable-to-probable) with no change to the fair value measurement of the awards.

2021 PSU Awards.

During the year ended December 31, 2020, PSU awards of 287,260 were granted to certain members of management and executive officers, with three-year cumulative Adjusted EBITDA and free cash flow target conditions and service conditions, covering a performance period beginning January 1, 2020 and ending on December 31, 2022, prior to the service condition and performance condition modifications on November 3, 2021 and October 30, 2020, respectively.

During 2021, 537,563 total PSUs were awarded (“2021 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three Tranche Years.

The PSUs within each Tranche Year are further divided between two performance targets;

the Adjusted EBITDA performance target and free cash flow performance target.

2020 PSU Awards:

During the year ended December 31, 2019, PSU awards of 146,034 were granted to certain members of management and executive officers, with three-year cumulative Adjusted EBITDA and diluted earnings per share performance target conditions and service conditions, covering a performance period beginning January 1, 2019 and ending on December 31, 2021, prior to the service condition and performance condition modifications on November 3, 2021 and October 30, 2020, respectively.

October 30, 2020 modification.

On October 30, 2020, based upon the recommendation of the Compensation Committee, the Board of Directors of the Company approved a modification to the PSUs for the awards granted in 2018, 2019, and 2020.

The modification included separating the three-year cumulative performance targets into three separate year performance targets applicable to each tranche year.

In addition, the service conditions were modified, and vesting is now subject to the participant’s continued employment through the end of the three-year cumulative period.

The Company accounted for the modification in accordance with ASC 718-20, Compensation-Stock Compensation, as an exchange of the original award, that was not expected to vest, for a new award.

The Company measured the fair value of the new award on the modification date, October 30, 2020, because the Company determined that achieving performance thresholds were probable for certain tranche awards.

● Special Performance Stock Unit Executive Award Agreement:

During the year ended December 31, 2019, a PSU market condition award of 600,000 was granted to an executive officer of the Company that would vest based upon achieving target prices for the Company’s Common Stock.

This award was subsequently cancelled and replaced with the PSU market condition award granted on February 26, 2020.

On February 26, 2020 and March 5, 2020, special performance stock unit awards (“SPSUs”), totaling 714,000 units were granted to certain executive officers that vest based upon achieving target prices for the Company’s Class Common Stock.

On October 30, 2020, based upon the recommendation of the Compensation Committee, the Board of Directors of the Company approved a modification to the SPSUs for the awards.

Each SPSU award agreement was amended as follows:

● The stock price thresholds (ranging from $ 12 to $ 24 ) and service requirement for tranches 1 through 4 of the SPSUs were eliminated and such SPSUs vested on October 30, 2020;

● Participants shall be prohibited from selling the shares of Common Stock issued upon the foregoing vesting until October 30, 2021;

● The stock price threshold for tranche 5 of the SPSUs was changed to $ 4 from $ 28 and the stock price threshold for tranche 6 of the SPSUs was changed to $ 8 from $ 32 ;

● The service requirement for tranches 5 and 6 was shortened to end on October 30, 2021.

As a result of the SPSU modification of market conditions, the incremental fair value amount assigned to the grant date fair value was approximately $ 7.3 million in accordance with ASC 718-20, Compensation-Stock Compensation.

In January 2021, the market condition requirement for SPSUs was met as a result of exceeding the 20-day trailing volume weighted average stock price threshold target for tranche 5 and

tranche 6 of $ 4 and $ 8 , respectively.

The stock-based compensation costs for SPSUs were recorded on a straight-line basis through October 30, 2021, which was the end of the service requirement period.

The 2020 awards were later modified to separate the service requirements and performance targets into three separate Tranche Years.

Special Awards

On February 22, 2024, the compensation committee of AMC’s Board of Directors (“Compensation Committee”) 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.

On February 23, 2023, the Compensation Committee approved special awards in lieu of vesting of the 2022 Tranche Year PSU awards.

The special awards were accounted for as modification to the 2022 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200 % vesting was achieved for both tranches.

This modification resulted in the immediate additional vesting of 238,959 Common Stock 2022 PSUs and 238,959 AMC Preferred Equity Unit PSUs.

During the year ended December 31, 2023, the Company recognized $ 20.2 million of stock compensation expense related to these awards.

The following table represents the nonvested RSU and PSU activity for the years ended December 31, 2024, December 31, 2023 and December 31, 2022:

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Nonvested at January 1, 2023

Granted - Special Award

Vested - Special Award

Cancelled (1)

Cancelled - Special Award (1)

Nonvested at January 1, 2024

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Nonvested at December 31, 2024

Tranche Years 2024 and 2025 awarded under the 2023 PSU award and Tranche Year 2024 awarded under the 2022 PSU award with grant date fair values to be determined in years 2024 and 2025, respectively

Tranche Years 2025 and 2026 awarded under the 2024 PSU award and Tranche Year 2025 awarded under the 2023 PSU award with grant date fair values to be determined in year 2025 and 2026, respectively

Total Nonvested at December 31, 2024

(1) Includes awards modified during 2020 where grant date fair value was not determined until 2021.

(2) Represents vested RSUs, PSUs, and SPSUs surrendered in lieu of taxes and cancelled awards returned to the 2013 Equity Incentive Plan.

(1) Represents vested RSUs and PSUs surrendered in lieu of taxes and cancelled awards returned.

(2) The number of PSU shares granted and forfeited under the Tranche Year 2023 is based on attainment of performance targets at 98 % for the Adjusted EBITDA target and 200 % for the free cash flow target.

(4) Includes AMC Preferred Equity Unit RSUs and PSUs that were converted to Common Stock RSUs and PSUs as a result of the Charter Amendments.

(3) Includes AMC Preferred Equity Unit RSUs and PSUs that were subsequently converted to Common Stock RSUs and PSUs as a result of the Charter Amendments.

NOTE 10—INCOME TAXES

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At December 31, 2024 and December 31, 2023, the Company has recorded net deferred tax liabilities of $ 33.9 million and of $ 32.4 million, respectively.

The income tax provision (benefit) reflected in the consolidated statements of operations consists of the following components:

The income tax provision reflected in the consolidated statements of operations consists of the following components:

(In millions)

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Total deferred

Total provision (benefit)

Total provision

Pre-tax losses consisted of the following:

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December 31, 2022

Income tax expense (benefit) at the federal statutory rate

Income tax benefit at the federal statutory rate

State income taxes

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Original issue discount

Impact of UK tax rate change

Valuation allowance

Income tax expense (benefit)

Income tax provision

Effective income tax rate

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Valuation allowance-deferred income tax assets

(1) The 2022 valuation allowance primarily relates to the Company’s increase in the current year’s federal, state, international net operating losses.

(1) Primarily relates to the Company’s increase in the current year’s federal, state, and international net operating losses.

(2) Primarily relates to amounts resulting from the Company’s changes in deferred tax assets and associated valuation allowance that are not related to income statement activity, as well as amounts charged to other comprehensive income.

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Balance at beginning of period

Gross increases—current period tax positions

Gross decreases—prior period tax positions

Gross decreases—settlements with authorities

Gross decreases—expiration of statute of limitations

Balance at end of period

There are currently $ 0.1 million of unrecognized tax benefits which the Company anticipates will be resolved in the next twelve months.

The Company, or one of its subsidiaries, files income tax returns in the U.S.

federal jurisdiction, and various state and foreign jurisdictions.

An IRS examination of the tax year March 29, 2012 was settled in 2021 resulting in additional federal and state net operating losses (“NOLs”).

Generally, tax years beginning after December 31, 2004 are still open to examination by various taxing authorities.

Additionally, as discussed above, the Company has NOL carryforwards for tax years ended December 31, 2004 through December 31, 2023, in the U.S.

Additionally, as discussed above, the Company has net operating loss (“NOL”) carryforwards for tax years ended December 31, 2005 through December 31, 2024, in the U.S.

and various state jurisdictions which have carryforwards of varying lengths of time.

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If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.

On January 12, 2018 and January 19, 2018, two putative federal securities class actions, captioned Hawaii Structural Ironworkers Pension Trust Fund v.

AMC Entertainment Holdings, Inc., et al.

1:18-cv-00299-AJN (the “Hawaii Action”), and Nichols v.

AMC Entertainment Holdings, Inc., et al.

1:18-cv-00510-AJN (the “Nichols Action,” and together with the Hawaii Action, the “Actions”), respectively, were filed against the Company in the U.S.

District Court for the Southern District of New York.

The Actions, which named certain of the Company’s officers and directors and, in the case of the Hawaii Action, the underwriters of the Company’s February 8, 2017 secondary public offering, as defendants, asserted claims under Sections 11, 12(a)(2) and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act with respect to alleged material misstatements and omissions in the registration statement for the secondary public offering and in certain other public disclosures.

On May 30, 2018, the court consolidated the Actions.

On January 22, 2019, defendants moved to dismiss the Second Amended Class Action Complaint.

On September 23, 2019, the court granted the motion to dismiss in part and denied it in part.

On March 2, 2020, plaintiffs moved to certify the purported class.

On March 30, 2021, the court granted the motion to certify the class.

On September 2, 2021, the parties reached an agreement in principle to resolve the Actions for $ 18.0 million.

The Company agreed to the settlement and the payment of the settlement amount to eliminate the distraction, burden, expense, and uncertainty of further litigation.

The Company and the other defendants continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Actions.

On November 1, 2021, the parties to the Actions signed a stipulation of settlement, which memorialized the terms of the agreement in principle, and which the plaintiffs filed with the court.

Also on November 1, 2021, plaintiffs filed a motion to preliminarily approve the settlement.

On November 8, 2021, the court preliminarily approved the settlement, approved the form of notice to be disseminated to class members, and scheduled a final fairness hearing on the settlement for February 10, 2022.

On February 14, 2022, the court issued a final judgment approving the settlement and dismissing the action.

On May 21, 2018, a stockholder derivative complaint, captioned Gantulga v.

2:18-cv-02262-JAR-TJJ (the “Gantulga Action”), was filed against certain of the Company’s officers and directors in the U.S.

District Court for the District of Kansas.

The Gantulga Action, which was filed on behalf of the Company, asserted claims under Section 14(a) of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions.

On October 12, 2018, the parties filed a joint motion to transfer the action to the U.S.

District Court for the Southern District of New York, which the court granted on October 15, 2018.

When the action was transferred to the Southern District of New York, it was re-captioned Gantulga v.

1:18-cv-10007-AJN.

The parties filed a joint stipulation to stay the action, which the court granted on December 17, 2018.

The stay was lifted as of February 9, 2022.

On October 2, 2019, a stockholder derivative complaint, captioned Kenna v.

Aron , et al., Case No.

1:19-cv-09148-AJN (the “Kenna Action”), was filed in the U.S.

District Court for the Southern District of New York.

The parties filed a joint stipulation to stay the action, which the court granted on October 17, 2019.

On April 20, 2020, the plaintiff filed an amended complaint.

The Kenna Action asserted claims under Sections 10(b), 14(a), and 21D of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions and the Gantulga Action.

The stay was lifted as of February 9, 2022.

On March 20, 2020, a stockholder derivative complaint, captioned Manuel v.

Aron, et al ., Case No.

1:20-cv-02456-AJN (the “Manuel Action”), was filed in the U.S.

District Court for the Southern District of New York.

The Manuel Action asserted claims under Sections 10(b), 21D, and 29(b) of the Exchange Act and for breaches of fiduciary duty based on allegations substantially similar to the Actions, the Gantulga Action, and the Kenna Action.

The parties filed a joint stipulation to stay the action, which the court granted on May 18, 2020.

On April 7, 2020, a stockholder derivative complaint, captioned Dinkevich v.

Aron, et al ., Case No.

1:20-cv-02870-AJN (the “Dinkevich Action”), was filed in the U.S.

District Court for the Southern District of New York.

The Dinkevich Action asserted the same claims as the Manuel Action based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, and the Manuel Action.

The parties filed a joint stipulation to stay the action, which was granted on June 25, 2020.

On January 11, 2022, the court lifted the stay.

On September 23, 2021, a stockholder derivative complaint, captioned Lyon v.

1:21-cv-07940-AJN (the “Lyon Action”), was filed in the U.S.

District Court for the Southern District of New York against certain of the Company’s current and former officers and directors.

The Lyon Action asserted claims for contribution and indemnification under the Exchange Act and for breaches of fiduciary duty, waste of corporate assets, and unjust enrichment/constructive trust based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, the Manuel Action, and the Dinkevich Action.

On January 14, 2022, defendants moved to dismiss the complaint.

On March 21, 2023, the court granted defendants’ motion to dismiss.

On June 14, 2023, the parties to the Gantulga, Kenna, Manuel, Dinkevich, and Lyon Actions signed a stipulation of settlement which, subject to the approval of the court, would resolve those actions.

As consideration for the proposed settlement, the Company agreed to certain corporate governance reforms.

The Company also agreed to the payment of a $ 1.0 million fee and expense award to the plaintiffs’ attorneys to be paid by the Company’s directors’ and officer’s insurance carriers.

Defendants agreed to the settlement solely to eliminate the burden, expense, and uncertainties inherent in further litigation.

Defendants have denied, and continue to deny, all allegations of wrongdoing, fault, liability, or damages with respect to the matters alleged in the Gantulga, Kenna, Manuel, Dinkevich, and Lyon Actions.

On June 23, 2023, plaintiffs filed a motion to preliminarily approve the settlement.

On October 6, 2023, the Court preliminarily approved the proposed settlement as being fair, reasonable, and adequate, and scheduled a telephonic hearing for December 18, 2023 at 11:00 a.m.

eastern time, to, among other things, consider whether to approve the proposed settlement.

On December 18, 2023, the court issued an order and final judgement approving the proposed settlement.

An unfavorable outcome could also have a material adverse effect on the Company’s financial position or the market prices of the Company’s securities, including the Company’s Common Stock.

On April 22, 2019, a putative stockholder class and derivative complaint, captioned Lao v.

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The Lao Action asserted claims directly, on behalf of a putative class of Company stockholders, and derivatively, on behalf of the Company, for breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty with respect to transactions that the Company entered into with affiliates of Wanda and Silver Lake on September 14, 2018, and the special cash dividend of $ 1.55 per share of Common Stock that was payable on September 28, 2018 to the Company’s stockholders of record as of September 25, 2018.

On July 18, 2019, the Company’s Board of Directors formed a Special Litigation Committee to investigate and evaluate the claims and allegations asserted in the Lao Action and make a determination as to how the Company should proceed with respect to the Lao Action.

On January 8, 2021, the Special Litigation Committee filed a report with the court recommending that the court dismiss all of the claims asserted in the Lao Action, and moved to dismiss all of the claims in the Lao Action.

On June 6, 2022, the parties signed a stipulation of settlement to resolve the Lao Action for $ 17.4 million (the “Settlement Amount”).

Defendants agreed to the settlement and the payment of the Settlement Amount solely to eliminate the burden, expense, and uncertainty of further litigation, and continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Lao Action.

On September 28, 2022, the court held a hearing to consider whether to approve the proposed settlement.

At the hearing, the court requested a supplemental notice to stockholders prior to approval.

A second hearing regarding approval of the settlement was held on November 30, 2022.

Following the hearing, also on November 30, 2022, the court issued an order and final judgment approving the settlement and dismissing the action.

On November 30, 2022, the court issued an order and final judgment approving the settlement and dismissing the action.

The order and final judgment included a fee and expense award to plaintiff’s counsel in the amount of $ 3.4 million to be paid out of the Settlement Amount.

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The Company recorded the settlement as a gain in other income during the year ended December 31, 2023.

On December 27, 2022, the Company received a letter from a purported stockholder, demanding to inspect certain of the Company’s books and records pursuant to 8 Del.

§ 220 in order to investigate allegations concerning:

(i) the proposal that was approved by the Board on January 27, 2021 to amend the Company’s Certificate of Incorporation to increase the total number of shares of the Company’s Common Stock;

(ii) the Company’s creation, distribution, and/or sale of AMC Preferred Equity Units (“APEs”);

(iii) the Antara Transactions;

(iv) the special meeting of the holders of the Company’s Common Stock and APEs to be held on March 14, 2023 for the purpose of voting on amendments to the Company’s Certificate of Incorporation that, together, would enable the APEs to convert into shares of the Company’s Common Stock:

and (v) the independence of the members of the Board (the “December 27, 2022 Demand”).

On January 4, 2023, the Company rejected the December 27, 2022 Demand.

On February 7, 2023, without conceding the propriety of the December 27, 2022 Demand in any respect and while reserving all rights, the Company, in an effort to avoid unnecessary litigation, allowed the stockholder who made the December 27, 2022 Demand to inspect certain of the Company’s books and records concerning the subject matter of December 27, 2022 Demand.

On February 6, 2023, the Company received a letter from another purported stockholder, demanding to inspect certain of the Company’s books and records pursuant to 8 Del.

§ 220 in order to investigate allegations similar to those made in the December 27, 2022 Demand (the “February 6, 2023 Demand” and, together with the December 27, 2022 Demand, the “Books and Records Demands”).

On February 13, 2023, the Company rejected the February 6, 2023 Demand.

Also, on February 13, 2023, without conceding the propriety of the February 6, 2023 Demand in any respect and while reserving all rights, the Company, in an effort to avoid unnecessary litigation, allowed the stockholder who made the February 6, 2023 Demand to inspect the same books and records that it allowed the stockholder who made the December 27, 2022 Demand to inspect.

On February 20, 2023, two putative stockholder class actions were filed in the Delaware Court of Chancery, captioned Allegheny County Employees’ Retirement System v.

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Ch.) (the “Shareholder Litigation”).

The Allegheny Action asserted a claim for breach of fiduciary duty against certain of the Company’s directors and a claim for breach of 8 Del.

§ 242 against those directors and the Company, arising out of the Company’s creation of the APEs, the Antara Transactions, and the Charter Amendments.

The Munoz Action, which was filed by the stockholders who made the Books and Records Demands, asserted a claim for breach of fiduciary duty against the Company’s current directors and former director Lee Wittlinger, arising out of the same conduct challenged in the Allegheny Action.

The Allegheny Action sought a declaration that the issuance of the APEs violated 8 Del.

§ 242(b), an order that holders of the Company’s Common Stock be provided with a separate vote from the holders of the APEs on the Charter Amendments or that the APEs be enjoined from voting on the Charter Amendments, and an award of money damages.

The Munoz Action sought to enjoin the APEs from being voted on the Charter Amendments.

On February 27, 2023, the Delaware Court of Chancery entered a status quo order that (i) allowed the March 14, 2023 vote on the Charter Amendments to proceed, but precluded the Company from implementing the Charter Amendments pending a ruling by the court on the plaintiffs’ then-anticipated preliminary injunction motion, and (ii) scheduled a hearing on the plaintiffs’ then-anticipated preliminary injunction motion for April 27, 2023 (the “Status Quo Order”).

The Allegheny Action asserted a claim for breach of fiduciary duty against certain of the Company’s directors at the time and a claim for breach of 8 Del.

§ 242 against those directors and the Company, arising out of the Company’s creation of the AMC Preferred Equity Units, the transactions between the Company and Antara that the Company announced on December 22, 2022 (the “Antara Transactions”), and 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 stock split at a ratio of one share of Common Stock for every ten shares of Common Stock (together, the “Charter Amendments”).

The Munoz Action, which was filed by stockholders who had previously made demands to inspect certain of the Company’s books and records pursuant to 8 Del.

§ 220, asserted a claim for breach of fiduciary duty against the Company’s current directors and former director Lee Wittlinger, arising out of the same conduct challenged in the Allegheny Action.

The Allegheny Action sought a declaration that the issuance of the AMC Preferred Equity Units violated 8 Del.

§ 242(b), an order that holders of the Company’s Common Stock be provided with a separate vote from the holders of the AMC Preferred Equity Units on the Charter Amendments or that the AMC Preferred Equity Units be enjoined from voting on the Charter Amendments, and an award of money damages.

The Munoz Action sought to enjoin the AMC Preferred Equity Units from voting on the Charter Amendments.

On February 27, 2023, the Delaware Court of Chancery entered a status quo order that allowed the March 14, 2023 vote on the Charter Amendments to proceed, but precluded the Company from implementing the Charter Amendments pending a ruling by the court on the plaintiffs’ then-anticipated preliminary injunction motion (the “Status Quo Order”).

On April 2, 2023, the parties entered into a binding settlement term sheet to settle the Shareholder Litigation, which among other things, provided that the parties would jointly request that the Status Quo Order be lifted.

Pursuant to the term sheet, the Company agreed, following and subject to AMC’s completion of the Conversion and Reverse Stock Split, to make a non-cash settlement payment to record holders of Common Stock immediately prior to the Conversion (and after giving effect to the Reverse Stock Split) of one share of Common Stock for every 7.5 shares of Common Stock owned by such record holders.

The Company’s obligation to make the Settlement Payment was contingent on the Status Quo Order being lifted and the Company effecting the Charter Amendment.

The Company’s obligation to make the Settlement Payment was contingent on the Status Quo Order being lifted and the Company effecting the Charter Amendments.

The defendants agreed to the settlement and the payment of the Settlement Payment solely to eliminate the burden, expense, and uncertainty of further litigation, and continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Shareholder Litigation.

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On July 22, 2023, the parties filed an addendum to the Settlement Stipulation in an effort to address the issues with the scope of the release raised by the court and requested that the court approve the settlement with the revised release set forth in the addendum.

On July 24, 2023, the court requested additional submissions in relation to the proposed settlement.

The Company provided the additional requested submissions to the court on July 26, 2023.

On August 11, 2023, the court approved the settlement of the Shareholder Litigation and lifted the Status Quo Order.

On August 14, 2023, the Company filed the amendment to its Third Amended and Restated Certificate of Incorporation, effective as of August 24, 2023, which was previously approved by the Company’s stockholders at the special meeting held on March 14, 2023 to implement the Charter Amendments.

The Reverse Stock Split occurred on August 24, 2023, the conversion of APEs into Common Stock occurred on August 25, 2023, and the Settlement Payment was made on August 28, 2023.

The Reverse Stock Split occurred on August 24, 2023, the conversion of AMC Preferred Equity Units into Common Stock occurred on August 25, 2023, and the Settlement Payment was made on August 28, 2023.

On September 15, 2023, the court entered an order dismissing the Shareholder Litigation in its entirety and with prejudice.

On October 13, 2023, a purported Company stockholder who objected to the settlement of the Shareholder Litigation filed a notice of appeal from the order approving the settlement.

As of January 26, 2024, the appeal was fully briefed before the Delaware Supreme Court.

On October 13, 2023, a purported Company stockholder who objected to the settlement of the Shareholder Litigation filed a notice of appeal of the court’s decision approving the settlement.

On May 22, 2024, the Delaware Supreme Court affirmed the court’s decision approving the settlement of the Shareholder Litigation.

On August 20, 2024, the purported stockholder who appealed to the Delaware Supreme Court filed a petition for a writ of certiorari with the United States Supreme Court, which was denied on October 7, 2024.

In connection with the Settlement Payment, the Company recorded a $ 110.1 million charge to other expense during the year ended December 31, 2023.

The charge was based on the estimated fair value of $ 99.3 million for the Settlement Payment and $ 10.8 million of legal fees, net of probable insurance recoveries.

The charge was based on the fair value of the Settlement Payment of $ 99.3 million and legal fees, net of probable insurance recoveries of $ 10.8 million.

The Company made the Settlement Payment on August 28, 2023, and recorded the disbursement to stockholders’ deficit.

The legal fee liabilities are included in accrued expenses and other liabilities or accounts payable within the condensed consolidated balance sheets.

On August 14, 2023, a putative class action on behalf of APE holders, captioned Simons v.

On August 14, 2023, a putative class action on behalf of holders of AMC Preferred Equity Units, captioned Simons v.

AMC Entertainment Holdings, Inc.

2023-0835-MTZ (the “Simons Action”), was filed against the Company in the Delaware Court of Chancery.

The Simons Action asserts claims for a declaratory judgment, injunctive relief, and breach of contract, and alleges that the Settlement Payment in the Shareholder Litigation violates the Certificate of Designations that govern the APEs prior to the conversion of the APEs into Common Stock.

The Simons Action asserted claims for a declaratory judgment, injunctive relief, and breach of contract, and alleged that the Settlement Payment in the Shareholder Litigation violates the Certificate of Designations that governed the AMC Preferred Equity Units prior to the conversion of the AMC Preferred Equity Units into Common Stock.

On September 12, 2023, the Company filed a motion to dismiss the complaint.

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On February 16, 2024, the Company filed a motion to dismiss the amended complaint.

On October 2, 2024, the court granted the Company’s motion to dismiss, and dismissed the amended complaint with prejudice.

On October 30, 2024, the plaintiff filed a notice of appeal in the Delaware Supreme Court.

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 the Shareholder Litigation, including the Settlement Payment.

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In the suit, AMC seeks up to $ 80.0 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 $ 10.0 million deductible.

The primary insurer in the Coverage Action has paid its full $ 5 million limit to reimburse the Company for its payment of the class counsel fee award.

The primary insurer in the Coverage Action has paid its full $ 5.0 million limit.

The Company has reached confidential settlement agreements with multiple insurers in the Coverage Action.

The remainder of the insurers contest whether they owe coverage for the Settlement Payment, claiming it does not constitute a “Loss” under their insurance policies.

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On January 24, 2024, the Company filed an opposition to plaintiff’s motion for leave to file a second amended complaint.

On June 17, 2024, the court granted the Company’s motion to dismiss and denied plaintiffs’ motion for leave to file a second amended complaint.

On December 18, 2023, an action captioned Miller, et al.

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Ch.) (the “Miller Action”), was filed against the Company and two of its officers in the Delaware Court of Chancery.

Plaintiffs in the Miller Action seek to inspect certain of the Company’s books and records pursuant to 8 Del.

Plaintiffs in the Miller Action sought to inspect certain of the Company’s books and records pursuant to 8 Del.

§ 220 in order to investigate allegations concerning alleged manipulation of the Company’s Common Stock.

On February 7, 2024, the parties filed a stipulation dismissing the Company’s two officers from the action.

On April 17, 2024, the parties filed a stipulation dismissing the Miller Action with prejudice.

On May 2, 2024, the United States District Court for the Southern District of New York issued an order granting final approval of a proposed settlement reached by all parties to an action brought by plaintiffs Dennis J.

Donoghue and Mark Rubenstein, each of whom are shareholders of the Company, for the Company to recover “short-swing” profits under Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) alleged to have been realized by defendants Antara Capital Master Fund LP, Antara Capital Fund GP LLC, Antara Capital LP, Antara Capital GP LLC, and Himanshu Gulati (collectively, the “Antara Defendants”) in connection with their purchases and sales of the Company’s securities.

The Company is party to the suit in name only, which was brought for the benefit of the Company.

The Company received $ 2.6 million in connection with this action during the year ended December 31, 2024.

On September 17, 2024, an action captioned A Holdings – B LLC, et al.

GLAS Trust Company LLC , Index No.

654878/2024 (the “Noteholder Action”), was filed in the Supreme Court of the State of New York.

The Noteholder Action was filed by an ad hoc group of holders of the Company’s Existing First Lien Notes asserting claims for breach of contract and seeking a declaratory judgment against the Company and GLAS Trust Company LLC (“GLAS”), the trustee under the indenture for the Company’s Second Lien Notes, in connection with the Refinancing Transactions announced by AMC on July 22, 2024.

Plaintiffs allege that GLAS and the Company breached the first lien/second lien intercreditor agreement dated July 31, 2020 (the “Intercreditor Agreement”) by improperly transferring collateral that secured the Existing First Lien Notes free of such liens and eliminating the Existing First Lien Notes’ priority in certain other collateral in connection with the Refinancing Transactions.

An unfavorable outcome, in which it is determined that the Company breached, as claimed, the Intercreditor Agreement, would permit noteholders to claim an event of default occurred under the indenture governing the Existing First Lien Notes and, subject to any conditions in the indenture, permit noteholders to accelerate the Existing First Lien Notes, which could in turn result in the acceleration of the Company’s other outstanding debt.

Such an event would 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.

We intend to vigorously defend against any claims made in the Noteholder Action.

On November 20, 2024, the Company filed a motion to dismiss the complaint.

NOTE 12—FAIR VALUE MEASUREMENTS

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Investment in Hycroft

Total assets at fair value

Corporate Borrowings:

Derivative liability

Total liabilities at fair value

Fair Value Measurements at December 31, 2023 Using

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Investment in Hycroft

Valuation Techniques.

The equity method investment in Hycroft was measured at fair value using Hycroft’s stock price at the date of measurement.

To estimate the fair value of the Company’s investment in Hycroft warrants, the Company valued the warrants using the Black Scholes pricing model.

Such judgments and estimates included estimates of volatility of 130.0% and discount rate of 4.0% .

The discount rate is based on the treasury yield that matches the term as of the measurement date.

Other inputs included the term of 3.2 years, exercise price of $ 10.68 and Hycroft’s stock price at the date of measurement.

The preceding exercise price has been adjusted for the one-for-ten reverse stock split Hycroft effectuated on November 15, 2023.

There is considerable management judgment with respect to the inputs used in determining fair value, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy.

See Note 6—Investments for further information regarding the investments in Hycroft.

Total assets at fair value

Derivative liability valuation.

On July 22, 2024, the Company issued Exchangeable Notes with conversion features that required bifurcation from the host instrument pursuant to ASC 815—Derivatives and Hedging.

These conversion features were combined into a single derivative that comprises all features requiring bifurcation, see Note 8—Corporate Borrowings and Finance Lease Liabilities for further information.

The derivative features have been valued using a Binomial Lattice approach.

The Binomial Lattice approach consists of simulated Common Stock prices from the valuation date to the maturity of the Exchangeable Notes.

The significant inputs used to value the derivative include the initial share price of the Common Stock, the volatility of the share price, time to maturity, risk-free interest rate, credit spread, and the discount yield.

The estimated fair value of the derivative liability on July 22, 2024 was $ 233.4 million.

The Company measures the derivative at fair value at the end of each reporting period with any changes in fair value recorded to other expense (income) in the consolidated statements of operations.

Nonrecurring Fair Value Measurements.

The following fair value hierarchy tables summarize the Company’s assets that were written down to their fair value on a nonrecurring basis as part of our impairment evaluation:

The following fair value hierarchy tables summarize the Company’s assets that were written down to their fair value on a nonrecurring basis as part of the Company’s impairment evaluation and the nonrecurring fair value measurements of the bond component of the Company’s Exchangeable Notes:

Fair Value Measurements at December 31, 2024 Using

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Operating lease right-of-use assets

Other long-term assets:

Cost method investments (1)

(1) Impairment losses for cost method investments are recorded in investment expense (income).

Fair Value Measurements at December 31, 2023 Using

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Operating lease right-of-use assets

Other long-term assets:

Cost method investments (1)

(1) Impairment losses for cost method investments are recorded in investment expense (income).

Valuation Techniques.

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At December 31, 2024, related cash flows were discounted at 9.0 % for the Domestic Theatres and 10.5 % for the International Theatres, at December 31, 2023, related cash flows were discounted at 9.0 % for Domestic Theatres and 11.0 % for International Theatres.

Fair Value Measurements at July 22, 2024 Using

Significant other

Total Carrying

Quoted prices in

active market

(In millions)

July 22, 2024

Corporate Borrowings:

Exchangeable Notes

Valuation Technique .

The bond component of the Exchangeable Notes issued on July 22, 2024 was recorded at fair value.

The Company estimated the fair value using a discounted cash flow analysis utilizing a discount yield based on the risk-free rate plus an assumed credit spread built using observable recovery rates of similarly secured debt.

See Note 8—Corporate Borrowings and Finance Lease Liabilities for further information.

Other Fair Value Measurement Disclosures.

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The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments.

NOTE 13—OPERATING SEGMENTS

NOTE 13—SEGMENT REPORTING

The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance.

Management has organized the Company around differences in geographic areas.

The Company has identified two reportable segments and reporting units for its theatrical exhibition operations, U.S.

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The International markets reportable segment has operations in or partial interest in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, Portugal, Sweden, Finland, Norway, and Denmark.

The Company divested of its interest in Estonia, Latvia, and Lithuania operations, see Note 1 — The Company and Significant Accounting Policies for further information on the Baltics theatre sale.

On January 24, 2023, the Company sold its interest in Saudi Arabia, see Note 6 — Investments for additional information.

Each segment’s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, loyalty membership fees, ticket sales, gift card income and exchange ticket income.

The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below.

The measure of segment profit and loss the Company’s chief operating decision maker (“CODM”) uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below.

During the year ended December 31, 2024, the Company changed the definition of Adjusted EBITDA to no longer further adjust for “cash distributions from non-consolidated entities” and “other non-cash rent benefit.” All comparative period information for Adjusted EBITDA has been re-cast to conform with the current definition.

The Company’s CODM is the chief executive officer.

The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments.

Below is a breakdown of select financial information by reportable operating segment:

Revenues (In millions)

December 31, 2023

December 31, 2022

The CODM assess segment performance quarterly by comparing segment annual Adjusted EBITDA against budgeted and/or forecasted Adjusted EBITDA.

The CODM uses Adjusted EBITDA for each segment to determine how to allocate resources for future capital expenditures and for general corporate purposes.

The Company defines 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 the Company does not consider indicative of the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets.

The following tables below provide reconciliation of segment revenues to Adjusted EBITDA:

December 31, 2024

(In millions)

International Markets

Total revenues

Adjusted EBITDA (In millions)

December 31, 2023

December 31, 2022

Film exhibition costs

Food and beverage costs

Operating expense, excluding depreciation and amortization (2)

General and administrative expense - other, excluding depreciation and amortization (3)

Other segment items (4)

Adjusted EBITDA

December 31, 2023

(In millions)

International Markets

Total Adjusted EBITDA (1)

(1) The Company presents Adjusted EBITDA as a supplemental measure of its performance.

The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, which is broadly consistent with how Adjusted EBITDA is defined in the Company’s debt indentures.

Capital Expenditures (In millions)

December 31, 2023

December 31, 2022

Film exhibition costs

Food and beverage costs

Operating expense, excluding depreciation and amortization (2)

General and administrative expense - other, excluding depreciation and amortization (3)

Other segment items (4)

Adjusted EBITDA

December 31, 2022

(In millions)

International Markets

Total capital expenditures

Financial information about geographic area is as follows:

Revenues (In millions)

December 31, 2023

December 31, 2022

Film exhibition costs

Food and beverage costs

Operating expense, excluding depreciation and amortization (2)

General and administrative expense - other, excluding depreciation and amortization (3)

Other segment items (4)

Adjusted EBITDA

(1) All segment revenues are comprised of revenues from external customers.

(2) Operating expense, excluding depreciation and amortization excludes certain operating expenses as further defined in the reconciliation of net loss to Adjusted EBITDA below.

(3) General and administrative expense – other, excluding depreciation and amortization excludes stock compensation expense.

(4) Other segment items include government assistance, business interruption insurance recoveries, net periodic pension cost (benefit), and attributable EBITDA from international theatre joint ventures.

Other segment disclosures:

December 31, 2024

United States

United Kingdom

Other foreign countries

Long-term assets, net (In millions)

(In millions)

International Markets

Depreciation and amortization

Income tax provision (benefit)

Other significant noncash items:

Stock-based compensation expense

Impairment of long-lived assets

Equity in earnings of non-consolidated entities

Capital expenditures

December 31, 2023

(In millions)

International Markets

Depreciation and amortization

Income tax provision

Other significant noncash items:

Stock-based compensation expense

Impairment of long-lived assets

Equity in earnings of non-consolidated entities

Capital expenditures

December 31, 2022

(In millions)

International Markets

Total long-term assets (1)

(1) Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax asset, net and other long-term assets.

Depreciation and amortization

Income tax provision

Other expense

Other significant noncash items:

Stock-based compensation expense

Impairment of long-lived assets

Equity in (earnings) loss of non-consolidated entities

Capital expenditures

The following table sets forth a reconciliation of net loss to Adjusted EBITDA:

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December 31, 2022

Income tax provision (benefit) (1)

Income tax provision (1)

Interest expense

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Equity in (earnings) loss of non-consolidated entities (4)

Cash distributions from non-consolidated entities (5)

Attributable EBITDA (5)

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Other expense (income) (7)

Other non-cash rent benefit (8)

General and administrative — unallocated:

Merger, acquisition and other costs (8)

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During the year ended December 31, 2022, the Company recorded non-cash impairment charges related to its long-lived assets of $ 73.4 million on 68 theatres in the U.S.

markets with 805 screens which were related to property, net, operating lease right-of-use assets, net and other long-term assets and $ 15.9 million on 14 theatres in the International markets with 118 screens which were related to property, net and operating lease right-of-use assets, net.

markets with 817 screens which were related to property, net and operating lease right-of-use assets, net and $ 59.7 million on 53 theatres in the International markets with 456 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, including the related accretion of interest, disposition of assets, and other non-operating gains or losses included in operating expenses.

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

Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in (earnings) from AC JV of $( 4.9 ) million during the year ended December 31, 2023.

Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in loss from Saudi Cinema Company LLC of $ 7.6 million, partially offset by equity in (earnings) from DCIP of $( 3.4 ) million during the year ended December 31, 2022.

Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in earnings (loss) from DCIP of $ 12.2 million, during the year ended December 31, 2021.

(5) Includes U.S.

non-theatre distributions from equity method investments and International non- theatre distributions from equity method investments to the extent received.

The Company believes including cash distributions is an appropriate reflection of the contribution of these investments to the Company’s operations.

(5) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets.

See below for a reconciliation of the Company’s equity in (earnings) loss of non-consolidated entities to attributable EBITDA.

Because these equity investments are in theatre operators in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments.

monitor and evaluate these equity investments.

The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and the Company’s gift card and package ticket program.

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Equity in earnings (loss) of International theatre joint ventures

Income tax expense

Income tax provision

Investment expense (income)

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Depreciation and amortization

Other expense

Attributable EBITDA

(7) Other expense (income) during the year ended December 31, 2023 primarily consisted of gains on debt extinguishment of $( 142.8 ) million and foreign currency transaction gains of $( 17.8 ) million, partially offset by a non-cash litigation charge of $ 99.3 million.

(6) Investment expense (income) during the year ended December 31, 2024 includes interest income of $( 19.2 ) million, partially offset by a decline in the estimated fair value of the Company’s investment in common shares of Hycroft of $ 0.4 million and a decline in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 2.5 million.

Investment expense (income) during the year ended December 31, 2023 included a $( 15.5 ) million gain on sale of the Company’s investment in Saudi Cinema Company LLC and interest income of $( 15.3 ) million, partially offset by a decline in estimated fair value of investment in common shares of Hycroft of $ 6.6 million, a decline in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 6.0 million, $ 1.8 million of expense for NCM Common Units and $ 1.0 million impairment of a cost method investment.

Investment expense (income) during the year ended December 31, 2022 included a decline in estimated fair value of investment in common shares of Hycroft of $ 12.5 million partially offset by $( 6.2 ) million of appreciation in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft, a $ 13.5 million loss on sale of the Company’s investment in NCM common units offset by interest income of $( 5.9 ) million.

(7) Other expense (income) during the year ended December 31, 2024 primarily consists of a decrease in fair value of the derivative liability for the embedded conversion feature in the Exchangeable Notes of $( 75.8 ) million, shareholder litigation recoveries of $( 40.2 ) million, net gains on debt extinguishment of $( 38.9 ) million, and a vendor dispute 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.

Other expense (income) for the year ended December 31, 2023 primarily consisted of gains on debt extinguishment of $( 142.8 ) million and foreign currency transaction gains of $( 17.8 ) million, partially offset by a non-cash litigation charge of $ 99.3 million.

Other expense (income) for the year ended December 31, 2022 primarily consisted of a loss on debt extinguishment of $ 92.8 million, partially offset by income related to the foreign currency transaction gains of $( 12.3 ) million and contingent lease guarantees of $( 0.2 ) million.

Other expense (income) for the year ended December 31, 2021 primarily consisted of a loss on debt extinguishment of $ 14.4 million and financing fees of $ 1.0 million, partially offset by income related to the foreign currency transaction gains of $( 9.8 ) million and contingent lease guarantees of $( 5.7 ) million.

(8) Reflects amortization of certain intangible assets reclassified from depreciation and amortization to rent expense due to the adoption of ASC 842, Leases and deferred rent benefit related to the impairment of right-of-use operating lease assets.

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

(9) Non-cash or non-recurring expense included in general and administrative:

NOTE 14—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the change in accumulated other comprehensive income (loss) by component:

Financial information about geographic area is as follows:

Revenues (In millions)

December 31, 2024

December 31, 2023

December 31, 2022

United States

United Kingdom

Other foreign countries

Total revenues

Long-term assets, net (In millions)

December 31, 2024

December 31, 2023

United States

International

Total long-term assets (1)

(1) Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax assets, net and other long-term assets.

NOTE 14—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the change in accumulated other comprehensive loss by component:

(In millions)

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Unrealized foreign currency translation adjustment

Realized gain (loss) on foreign currency transactions, net of tax

Pension and other benefit adjustments:

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NOTE 15—LOSS PER SHARE

On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Common Stock outstanding at the close of business on August 15, 2022, the record date.

The dividend was paid at the close of business on August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date.

Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4.

On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock.

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The Company concluded that this change in conversion ratio is analogous to a reverse stock split of the AMC Preferred Equity Units even though the reverse stock split did not have an effect on the number of AMC Preferred Equity Units outstanding.

Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying financial statements and applicable disclosures have been retroactively adjusted to reflect both the effects of the special dividend as a stock split and the subsequent reverse stock split.

Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying financial statements and applicable disclosures for periods prior to August 24, 2023, have been retroactively adjusted to reflect the effect of the reverse stock split.

References made to AMC Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares.

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding.

Diluted loss per share includes the effects of unvested RSUs with a service condition only and unvested contingently issuable RSUs and PSUs that have service and performance conditions, if dilutive.

Diluted loss per share includes the effects of unvested RSUs with a service condition only, unvested contingently issuable PSUs that have service and performance conditions, and shares issuable upon conversion of the Exchangeable Notes, if dilutive.

Diluted earnings per share is computed using the treasury stock method for the RSUs and PSUs and the if-converted method for the Exchangeable Notes.

The following table sets forth the computation of basic and diluted loss per common share:

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Basic and diluted loss per common share

Vested RSUs, PSUs, and SPSUs have dividend rights identical to the Company’s Common Stock and are treated as outstanding shares for purposes of computing basic and diluted loss per share.

For the year ended December 31, 2023, December 31, 2022, and December 31, 2021, unvested RSUs of 272,469 , 252,336 , and 449,525 , respectively, were not considered in the computation of diluted loss per share because they would be anti-dilutive.

All Tranche Year PSUs which had been granted at December 31, 2023, December 31, 2022, and December 31 2021 were included in basic loss per share for each respective period because the issuance of the related shares were contingent only upon the passage of time.

Vested RSUs and PSUs have dividend rights identical to the Company’s Common Stock and are treated as outstanding shares for purposes of computing basic and diluted loss per share.

For the year ended December 31, 2024, December 31, 2023, and December 31, 2022, unvested RSUs of 1,662,429 ;

and 252,336 , respectively, were not included in the computation of diluted loss per share because they would be anti-dilutive.

All Tranche Year PSUs which had been attained at December 31, 2024, December 31, 2023, and December 31, 2022 were included in basic loss per share for each respective period because the issuance of the related shares were contingent only upon the passage of time.

Therefore, no granted Tranche Year PSUs at December 31, 2024, December 31, 2023, and December 31, 2022 could further dilute basic loss per share.

The Company has excluded approximately 85.2 million shares issuable upon conversion of the Exchangeable Notes and related Exchange Adjustment Consideration from the computation of diluted loss per share for the year ended December 31, 2024 because they would be anti-dilutive.

NOTE 16— SUBSEQUENT EVENTS

Debt for equity exchange.

During January 2024, the Company executed a debt for equity exchange transaction.

This transaction was treated as early extinguishments of the 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.

The below table summarizes the debt for equity exchange that occurred during January 2024:

Aggregate Principal

Accrued Interest

(In millions, except for share data)

Extinguishment

Second Lien Notes due 2026

Vendor dispute.

On January 26, 2024, the Company 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 in the financial statements during the three months ended March 31, 2024.

The relationship with the vendor has been restored and remains in good standing.

Share Issuances.

In January 2025, the Company was paid $ 171.7 million as initial gross cash proceeds associated with the establishment of forward positions for 30 million shares of Common Stock plus at-the-market offerings of 17.1 million shares of Common Stock.

Fees paid to sales agents were approximately $ 0.6 million.

The Company may be entitled to receive additional cash payments pursuant to the forward sales.

There is no guarantee that we will receive any additional proceeds.

See Note 9—Stockholders’ Deficit for further information.

As of January 15, 2025, all 50.0 million shares subject to the Sales and Registration Agreement have been sold.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .

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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 8. Financial Statements and Supplementary Data