3 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions, except share and per share amounts)
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
Food and beverage
11 unchanged sentences
Operating income (loss)
−Removed: Other expense (income), net:
+Added: Other expense, net:
+Added: Other expense (income)
Interest expense:
3 unchanged sentences
Investment income
−Removed: Total other expense (income), net
+Added: Total other expense, net
Loss before income taxes
−Removed: Income tax provision
+Added: Income tax provision (benefit)
Net loss per share:
4 unchanged sentences
AMC ENTERTAINMENT HOLDINGS, INC.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS )
+Added: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
Other comprehensive income (loss):
1 unchanged sentence
Pension adjustments:
−Removed: Net gain arising during the period
+Added: Net gain (loss) arising during the period
Other comprehensive income (loss)
−Removed: Total comprehensive income (loss)
+Added: Total comprehensive loss
See Notes to Condensed Consolidated Financial Statements.
2 unchanged sentences
(In millions, except share data)
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
29 unchanged sentences
Preferred stock, $ .01 par value per share, 50,000,000 shares authorized;
−Removed: no shares issued and outstanding as of June 30, 2025, and December 31, 2024
+Added: no shares issued and outstanding as of September 30, 2025, and December 31, 2024
Class A common stock ($ .01 par value, 550,000,000 shares authorized;
−Removed: 433,143,561 shares issued and outstanding as of June 30, 2025;
+Added: 512,943,561 shares issued and outstanding as of September 30, 2025;
550,000,000 authorized;
8 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
Cash flows from operating activities:
1 unchanged sentence
Depreciation and amortization
−Removed: Gain on extinguishment of debt
−Removed: Gain on derivative liability
+Added: Loss (gain) on extinguishment of debt
+Added: Gain on derivatives
Deferred income taxes
Unrealized loss (gain) on investments in Hycroft
+Added: Impairment of equity security
Amortization of net discount (premium) on corporate borrowings to interest expense
13 unchanged sentences
Proceeds from disposition of long-term assets
+Added: Investments in non-consolidated entities
Net cash used in investing activities
1 unchanged sentence
Net proceeds from equity issuances
+Added: Proceeds from issuance of Senior Secured Notes due 2029
+Added: Principal payments under the Second Lien Notes due 2026
Principal payments under Senior Subordinated Notes due 2025
+Added: Principal payments under Senior Subordinated Notes due 2026
+Added: Proceeds from issuance of Term Loan due 2029
Scheduled principal payments under Term Loan borrowings
1 unchanged sentence
Repurchase of Senior Subordinated Notes due 2025
+Added: Repurchase of Senior Subordinated Notes due 2026
+Added: Repurchase of Second Lien Notes due 2026
+Added: Principal payments under Term Loan due 2026
Cash used to pay deferred financing costs
+Added: Debt extinguishment costs
Taxes paid for restricted unit withholdings
10 unchanged sentences
Deferred financing costs payable
+Added: Extinguishment of 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 in exchange for share issuance (1) Principal only
+Added: Extinguishment of 7.5 % First Lien Notes due 2029 in exchange for Senior Secured Notes due 2029 (1)
+Added: Extinguishment of 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 in exchange for Senior Secured Exchangeable Notes due 2030 (1) Principal only
+Added: Cancellation of Senior Secured Exchangeable Notes due 2030 pursuant to principal adjustment feature (1) Principal only
Extinguishment of Second Lien Notes due 2026 in exchange for share issuance (1)
+Added: Extinguishment of Senior Subordinated Notes due 2025 in exchange for share issuance (1)
+Added: Extinguishment of Senior Subordinated Notes due 2026 in exchange for share issuance (1)
+Added: Extinguishment of Second Lien Notes due 2026 in exchange for Term Loans due 2029 (1)
+Added: Extinguishment of principal amount of the Second Lien Notes due 2026 in exchange for Term Loan due 2029 (1)
+Added: Extinguishment of principal amount of the Second Lien Notes due 2026 in exchange for Exchangeable Notes due 2030 (1)
+Added: (1) See Note 1—Basis of Presentation and Note 6—Corporate Borrowings and Finance Lease Liabilities for further information on debt extinguishments and refinancing transactions.
See Notes to Condensed Consolidated Financial Statements.
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2025
+Added: September 30, 2025
NOTE 1—BASIS OF PRESENTATION
9 unchanged sentences
In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position and results of operations.
−Removed: Due to the seasonal nature of the Company’s business, results for the six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025.
+Added: Due to the seasonal nature of the Company’s business, results for the nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
2 unchanged sentences
The Company’s cash burn rates are not sustainable long-term.
−Removed: In order to achieve sustainable net positive cash flows from 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.
−Removed: North American box office grosses were down approximately 26 % for the six months ended June 30, 2025, compared to the six months ended June 30, 2019.
−Removed: Until such time as the Company is able to achieve sustainable net positive cash flows from operating activities, it is difficult to estimate the Company’s future cash burn rates and liquidity requirements.
+Added: In order to achieve net positive cash flows from operating activities the Company believes that revenues will need to increase to levels at least in line with pre-COVID-19 revenues.
+Added: North American box office grosses were down approximately 22 % for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2019.
+Added: Until such time as the Company is able to achieve net positive cash flows from 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.
5 unchanged sentences
See Note 6—Corporate Borrowings and Finance Lease Liabilities for a summary of debt transactions that
−Removed: occurred during the six months ended June 30, 2025 and June 30, 2024, respectively.
+Added: occurred during the nine months ended September 30, 2025 and September 30, 2024, respectively.
Additionally, the Company has bolstered its liquidity through sales of its Class A Common Stock (“Common Stock”), see Note 7—Stockholders’ Deficit for further information on these sales.
Cash and Cash Equivalents.
−Removed: As of June 30, 2025, cash and cash equivalents for the U.S.
+Added: As of September 30, 2025, cash and cash equivalents for the U.S.
markets and International markets were $ 283.8 million and $ 82.0 million, respectively, and as of December 31, 2024, cash and cash equivalents were $ 513.0 million and $ 119.3 million, respectively.
Restricted Cash.
−Removed: 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.
+Added: Restricted cash includes cash held in the Company’s bank accounts as a guarantee for certain landlords, legal settlements, 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 condensed consolidated balance sheets to the total of the amounts in the condensed consolidated statements of cash flows.
(In millions)
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
2 unchanged sentences
Total cash and cash equivalents and restricted cash in the statement of cash flows
−Removed: As of June 30, 2025, restricted cash for the U.S.
+Added: As of September 30, 2025, restricted cash for the U.S.
markets and International markets were $ 21.5 million and $ 29.6 million, respectively.
7 unchanged sentences
Other comprehensive income
−Removed: Balance June 30, 2025
+Added: Balance September 30, 2025
Accumulated Depreciation and Amortization.
−Removed: Accumulated depreciation related to property was $ 3,453.6 million and $ 3,288.1 million as of June 30, 2025, and December 31, 2024, respectively.
−Removed: Accumulated amortization of intangible assets was $ 8.5 million and $ 8.2 million as of June 30, 2025, and December 31, 2024, respectively.
−Removed: Other Income.
−Removed: The following table sets forth the components of other income:
+Added: Accumulated depreciation related to property was $ 3,479.1 million and $ 3,288.1 million as of September 30, 2025, and December 31, 2024, respectively.
+Added: Accumulated amortization of intangible assets was $ 8.7 million and $ 8.2 million as of September 30, 2025, and December 31, 2024, respectively.
+Added: Other Expense (Income).
+Added: The following table sets forth the components of other expense (income):
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: Foreign currency transaction (gains) losses
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: Foreign currency transaction losses (gains)
Governmental assistance - International markets
Non-operating components of net periodic benefit cost
−Removed: Gain on extinguishment - Second Lien Notes due 2026
−Removed: Derivative liability fair value increase (decrease) for embedded conversion feature in the Exchangeable Notes due 2030
+Added: Gain on extinguishment - Senior Subordinated Notes due 2025
+Added: Loss (gain) on extinguishment - Senior Subordinated Notes due 2026
+Added: Loss (gain) on extinguishment - Second Lien Notes due 2026
+Added: Loss on extinguishment - 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
+Added: Loss on extinguishment - 7.5 % First Lien Notes due 2029
+Added: Term Loan modifications - third party fees
+Added: Decrease in fair value of bifurcated embedded derivative - 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
+Added: Decrease in fair value of bifurcated embedded derivative - Senior Secured Exchangeable Notes due 2030
Equity in earnings of non-consolidated entities
2 unchanged sentences
Other settlement proceeds
−Removed: Total other income
+Added: Business interruption expense and insurance (recoveries)
+Added: Total other expense (income)
+Added: Accounting Pronouncements Issued Not Yet Adopted
+Added: Internal-Use Software.
+Added: In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, Intangibles–Goodwill and Other (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which is intended to modernize the accounting for software costs that are accounted for under Subtopic 350-40.
+Added: ASU 2025-06 removes references to prescriptive and sequential software development stages and replaces them with a probable-to-complete recognition threshold.
+Added: ASU 2025-06 also clarifies which disclosures apply to capitalized internal-use software costs.
+Added: ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those reporting periods.
+Added: Early adoption at the beginning of a fiscal year is permitted.
+Added: The Company is currently evaluating the effect that ASU 2025-06 will have on its consolidated financial statements.
+Added: Derivatives Scope Refinements and Share-Based Noncash Consideration.
+Added: In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-07”), which (1) refines the scope of the guidance on derivatives in Topic 815 and (2) clarifies the guidance on share-based payments from a customer in ASC 606.
+Added: ASU 2025-07 is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts.
+Added: ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those reporting periods.
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the effect that ASU 2025-07 will have on its consolidated financial statements.
NOTE 2—LEASES
1 unchanged sentence
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
+Added: September 30,
+Added: September 30,
(In millions)
19 unchanged sentences
Cash flow and supplemental information is presented below:
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
(In millions)
8 unchanged sentences
(1) Includes lease extensions and option exercises.
−Removed: The following table represents the weighted-average remaining lease term and discount rate as of June 30, 2025:
+Added: The following table represents the weighted-average remaining lease term and discount rate as of September 30, 2025:
Weighted Average
4 unchanged sentences
Finance leases
−Removed: Minimum annual payments and the net present value thereof as of June 30, 2025, are as follows:
+Added: Minimum annual payments and the net present value thereof as of September 30, 2025, are as follows:
Operating Lease
1 unchanged sentence
(In millions)
−Removed: Six months ending December 31, 2025
+Added: Three months ending December 31, 2025
Total lease payments
1 unchanged sentence
Total operating and finance lease liabilities, respectively
−Removed: As of June 30, 2025, the Company had signed additional operating lease agreements for three theatres that have not yet commenced.
+Added: As of September 30, 2025, the Company had signed additional operating lease agreements for two theatres that have not yet commenced.
The leases have terms ranging from 10 to 15 years and total lease payments of approximately $ 15.5 million.
4 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
Major revenue types
5 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
Timing of revenue recognition
3 unchanged sentences
(1) Amounts primarily include subscription and advertising revenues.
−Removed: The following tables provide the balances of receivables, net and deferred revenues and income as of June 30, 2025, and December 31, 2024:
+Added: The following tables provide the balances of receivables, net and deferred revenues and income as of September 30, 2025, and December 31, 2024:
(In millions)
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
4 unchanged sentences
(In millions)
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
18 unchanged sentences
Foreign currency translation adjustment
−Removed: Balance June 30, 2025
+Added: Balance September 30, 2025
(1) Includes movie tickets, food and beverage, gift cards, exchange tickets, subscription membership fees, and other loyalty membership fees.
9 unchanged sentences
Reclassification to other theatre revenue, as the result of performance obligations satisfied
−Removed: Balance June 30, 2025
+Added: Balance September 30, 2025
(1) The exhibitor services agreement contract liability relates to National CineMedia, LLC (“NCM”) common units that were previously received under the exhibitor services agreement dated February 13, 2007 and amended and restated as of December 13, 2013.
12 unchanged sentences
Gift Cards and Exchange Tickets.
−Removed: The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income in the condensed consolidated balance sheet as of June 30, 2025 was $ 293.8 million.
+Added: The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income in the condensed consolidated balance sheet as of September 30, 2025 was $ 281.4 million.
The deferred revenues will be recognized as revenues once the gift cards and exchange tickets are redeemed.
2 unchanged sentences
Loyalty Programs.
−Removed: As of June 30, 2025, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $ 90.8 million.
+Added: As of September 30, 2025, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $ 92.4 million.
The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months .
2 unchanged sentences
NOTE 4—GOODWILL
−Removed: The following table summarizes the changes in goodwill by reporting unit for the six months ended June 30, 2025:
+Added: The following table summarizes the changes in goodwill by reporting unit for the nine months ended September 30, 2025:
International
12 unchanged sentences
Currency translation adjustment
−Removed: Balance June 30, 2025
+Added: Balance September 30, 2025
NOTE 5—INVESTMENTS
Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50.0 % voting control, and are recorded in the condensed consolidated balance sheets in other long-term assets.
−Removed: Investments in non-consolidated affiliates as of June 30, 2025 include interests in Digital Cinema Distribution Coalition, LLC (“DCDC”) of 14.6 %, AC JV, LLC (“AC JV”), owner of Fathom Events, of 32.0 %, SV Holdco LLC, 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 %.
+Added: Investments in non-consolidated affiliates as of September 30, 2025 include interests in Digital Cinema Distribution Coalition, LLC (“DCDC”) of 14.6 %, AC JV, LLC (“AC JV”), owner of Fathom Events, of 32.0 %, SV Holdco LLC, 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.
4 unchanged sentences
(In millions)
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
7 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
Consolidated Statements of Operations
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
DCM screen advertising revenues
6 unchanged sentences
Other revenues
+Added: Capa advertising revenues
+Added: Other revenues
Investment in Hycroft
5 unchanged sentences
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).
−Removed: The Company recorded unrealized losses (gains) related to its investments in Hycroft in investment income of $ 0.3 million and $( 0.7 ) million during the three months ended June 30, 2025 and June 30, 2024, respectively.
−Removed: The Company recorded unrealized losses (gains) related to its investments in Hycroft in investment income of $( 2.5 ) million and $ 0.3 million during the six months ended June 30, 2025 and June 30, 2024, respectively.
−Removed: See Note 9 — Fair Value Measurements for further information.
+Added: The Company recorded unrealized losses (gains) related to its investments in Hycroft in investment income of $( 9.3 ) million and $ 1.4 million during the three months ended September 30, 2025 and September 30, 2024, respectively.
+Added: The Company recorded unrealized losses (gains) related to its investments in Hycroft in investment income of $( 11.8 ) million and $ 1.7 million during the nine months ended September 30, 2025 and September 30, 2024, respectively.
+Added: Investment Impairment
+Added: During the three and nine months ended September 30, 2025, the Company recorded an impairment charge of $ 10.3 million in investment income related to an equity security without a readily determinable fair value measured at cost less any impairments.
+Added: The investment has no remaining carrying value.
NOTE 6—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES
1 unchanged sentence
(In millions)
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
Secured Debt:
−Removed: Credit Agreement-Term Loans due 2029 ( 11.318 % as of June 30, 2025 and 11.356 % as of December 31, 2024)
+Added: Credit Agreement-Term Loans due 2029 ( 11.134 % as of September 30, 2025 and 11.356 % as of December 31, 2024)
12.75 % Odeon Senior Secured Notes due 2027
−Removed: 7.5 % First Lien Notes due 2029
+Added: Senior Secured Exchangeable Notes due 2030 ( 6.0 % cash interest & 2.0 % PIK interest as of September 30, 2025)
+Added: Senior Secured Notes due 2029 ( 9.0 % cash interest & 6.0 % PIK interest as of September 30, 2025)
6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
−Removed: Subordinated Debt:
+Added: 7.5 % First Lien Notes due 2029
+Added: Unsecured/Retired Debt:
10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Notes due 2026
4 unchanged sentences
Finance lease liabilities
−Removed: Paid-in-kind interest for 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
+Added: Accrued paid-in-kind interest
Deferred financing costs
Net discount (1)
−Removed: Derivative liability - Conversion Option
+Added: Bifurcated embedded derivative – Senior Secured Exchangeable Notes due 2030
+Added: Bifurcated embedded derivative – 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
Total carrying value of corporate borrowings and finance lease liabilities
3 unchanged sentences
(1) The following table provides details of the net discount of corporate borrowings:
+Added: September 30,
(In millions)
1 unchanged sentence
12.75 % Odeon Senior Secured Notes due 2027
+Added: Senior Secured Notes due 2029
+Added: Senior Secured Exchangeable Notes due 2030
Credit Agreement-Term Loans due 2029
6.00 %/ 8.00 % Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030
−Removed: The following table provides the principal payments required and maturities of corporate borrowing as of June 30, 2025:
+Added: The following table provides the principal payments required and maturities of corporate borrowing as of September 30, 2025:
(In millions)
−Removed: Six months ended December 31, 2025
+Added: Three months ended December 31, 2025
Debt Repurchases and Exchanges
−Removed: The below table summarizes the various cash debt repurchase transactions during the six months ended June 30, 2025.
+Added: The table below summarizes the various cash debt repurchase transactions during the nine months ended September 30, 2025.
+Added: It does not include the 2025 Refinancing Transactions described in further detail below.
Aggregate Principal
5 unchanged sentences
5.75 % Senior Subordinated Notes due 2025
−Removed: The total carrying value of the debt extinguished in the above transactions during the six months ended June 30, 2025 was $ 1.3 million.
−Removed: The below table summarizes the various debt for equity exchange transactions that occurred during the six months ended June 30, 2024.
−Removed: The transactions were treated as early extinguishments of debt.
+Added: The total carrying value of the debt extinguished in the above transactions during the nine months ended September 30, 2025 was $ 1.3 million.
+Added: The table below summarizes the various cash debt repurchase transactions, debt for equity exchange transactions, and cash and debt for equity exchange transactions that occurred during the nine months ended September 30, 2024.
+Added: 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.
+Added: It does not include the 2024 Refinancing Transactions (as defined herein) described further below.
Aggregate Principal
3 unchanged sentences
Extinguishment
+Added: Paid/Exchanged
+Added: Cash debt repurchase transactions:
+Added: 5.75 % Senior Subordinated Notes due 2025
Second Lien Notes due 2026
−Removed: The total carrying value of the debt extinguished in the above transactions during the six months ended June 30, 2024 was $ 214.2 million.
+Added: Total cash debt repurchase transactions
+Added: Debt for equity exchange transactions:
+Added: Second Lien Notes due 2026
+Added: Total debt for equity exchange transactions
+Added: Cash and debt for equity exchange transactions:
+Added: 5.75 % Senior Subordinated Notes due 2025
+Added: 5.875 % Senior Subordinated Notes due 2026
+Added: Second Lien Notes due 2026
+Added: Total cash and debt for equity exchange transactions
+Added: Total debt repurchases and exchanges
+Added: The total carrying value of the debt extinguished in the above transactions during the nine months ended September 30, 2024 was $ 343.8 million.
6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
5 unchanged sentences
Net Earnings (Loss)
−Removed: June 30, 2025
+Added: Extinguishment (1)
+Added: September 30, 2025
Principal balance
1 unchanged sentence
Accrued paid-in-kind interest
−Removed: Derivative liability
+Added: Bifurcated embedded derivative
Carrying value
+Added: (1) For more information on the loss on extinguishment see the 2025 Refinancing Transactions section below.
The 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 (the “Existing Exchangeable Notes”) have an effective interest rate of 15.12 %.
+Added: Senior Secured Exchangeable Notes due 2030
+Added: Carrying Value
+Added: Carrying Value
+Added: (Increase) Decrease to
+Added: (In millions)
+Added: Net Earnings (Loss)
+Added: September 30, 2025
+Added: Principal balance
+Added: Debt issuance costs
+Added: Accrued paid-in-kind interest
+Added: Bifurcated embedded derivative
+Added: Carrying value
+Added: The Senior Secured Exchangeable Notes due 2030 (the “New Exchangeable Notes”) have an effective interest rate of 14.30 %.
+Added: 2025 Refinancing Transactions
+Added: On July 1, 2025, the Company and Muvico, LLC, a wholly owned subsidiary of the Company (“Muvico”), entered into a Transaction Support Agreement (the “Transaction Support Agreement”) providing for a series of refinancing transactions (the “2025 Refinancing Transactions”).
+Added: The creditors party to the Transaction Support Agreement included certain holders of the Company’s Existing 7.5% Notes (the “Consenting 7.5% Noteholders”), certain holders of the Existing Exchangeable Notes, (the “Consenting Exchangeable Noteholders”) and certain lenders of the Company’s term loans outstanding under its credit agreement (the “Credit Agreement”, and any such consenting lenders, the “Consenting Term Loan Lenders” together with the Consenting 7.5% Noteholders and Consenting Exchangeable Noteholders, the “Consenting Parties”).
+Added: On July 1, 2025, the Consenting Exchangeable Noteholders exchanged $ 143.0 million aggregate principal amount of Existing Exchangeable Notes held by the Consenting Exchangeable Noteholders for 79,800,000 shares of Common Stock, which were reserved or authorized to be exchanged for the Existing Exchangeable Notes held by such holders.
+Added: On July 24, 2025 (the “Closing Date”), the Company and Muvico completed the 2025 Refinancing Transactions as contemplated by the Transaction Support Agreement.
+Added: In connection with the 2025 Refinancing Transactions, on the Closing Date:
+Added: ● The Consenting 7.5% Noteholders (i) provided approximately $ 244.4 million of gross proceeds of incremental, new money financing and (ii) exchanged $ 590.0 million aggregate principal amount of Existing 7.5% Notes held by the Consenting 7.5% Noteholders on a dollar-for-dollar basis for a total of
+Added: $ 857.0 million aggregate principal amount of new Senior Secured Notes due 2029 (the “New 2029 Notes”).
+Added: ● The Consenting Exchangeable Noteholders exchanged approximately $ 194.4 million aggregate principal amount of the remaining Existing Exchangeable Notes held by the Consenting Exchangeable Noteholders, on a dollar-for-dollar basis, for New Exchangeable Notes.
+Added: The principal amount of New Exchangeable Notes was subject to potential downward adjustment, depending on the trading price of the Company’s Common Stock for a period following the initial exchange (the “Principal Adjustment Feature”).
+Added: On September 30, 2025, $ 39.9 million aggregate principal of New Exchangeable Notes was cancelled pursuant to the Principal Adjustment Feature, representing the maximum possible downward adjustment.
+Added: The Company also agreed to pay certain transaction fees, subject to certain conditions described in the Transaction Support Agreement, either in the form of Common Stock or as additional New Exchangeable Notes.
+Added: ● The Consenting Term Loan Lenders and certain other lenders party to the Credit Agreement (which constituted the “Required Lenders” as defined in the Credit Agreement), the Company, Muvico and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent under the Credit Agreement, entered into an amendment to the Credit Agreement permitting the 2025 Refinancing Transactions.
+Added: The Consenting Term Loan Lenders were paid consent fees of approximately $ 22.3 million.
+Added: ● The Company and the Consenting Parties entered into a settlement and mutual release agreement with respect to the 2025 Refinancing Transactions, pursuant to which the parties have agreed that they will not directly or indirectly take any action in furtherance of the Intercreditor Litigation and to dismiss with prejudice any claims with respect to the Intercreditor Litigation.
+Added: The following sections provide summaries of the key terms and provisions of the New 2029 Notes Indenture (as defined herein), the New Exchangeable Notes Indenture (as defined herein), and the Credit Agreement Amendment (as defined herein).
+Added: New 2029 Notes Indenture
+Added: Interest, Guarantees and Security
+Added: The New 2029 Notes were issued pursuant to an indenture (the “New 2029 Notes Indenture”), dated as of the Closing Date, by and among Muvico, as issuer, the Company, as a guarantor, the other guarantors party thereto and CSC Delaware Trust Company, as trustee and as collateral agent (in such capacity, the “New 2029 Notes Collateral Agent”).
+Added: The New 2029 Notes will bear interest at a rate per annum equal to the Applicable Rate (as defined in the New 2029 Notes Indenture), payable semi-annually in arrears in cash and, to the extent required, in payment-in-kind (“PIK”) interest on June 15 and December 15 of each year, beginning on December 15, 2025.
+Added: The Applicable Rate ranges from 11.5 % cash interest to 15.0 % total interest (comprised of 9.0 % cash and 6.0 % PIK) depending on the Company’s Total Leverage Ratio (as defined in the New 2029 Notes Indenture).
+Added: The New 2029 Notes will mature on February 19, 2029, unless redeemed in full prior to such maturity date, pursuant to the terms contained in the New 2029 Notes Indenture.
+Added: If, by December 10, 2025, the Company has not obtained the necessary shareholder approvals required to issue the Company’s Common Stock underlying the New Exchangeable Notes (the “Required Shareholder Approval”), the interest rate per annum payable with respect to the New 2029 Notes will increase by either 1.00 % cash interest or 2.00 % PIK interest, as determined by the Company in its sole discretion (the “Additional Rate”).
+Added: The Additional Rate will (i) go into effect concurrent with any rate adjustment to the New Exchangeable Notes and (ii) remain in force for any duration of time in which the New Exchangeable Notes remain outstanding and are not exchangeable.
+Added: Muvico’s obligations under the New 2029 Notes are fully and unconditionally guaranteed on a joint and several basis by the Company and each of the Company’s subsidiaries that guarantee the Company’s and Muvico’s obligations under the Credit Agreement, and all of the Company’s future subsidiaries that guarantee the Company’s or any of the Company’s subsidiaries other material indebtedness, including under the Credit Agreement.
+Added: The New 2029 Notes are secured (a) on a first lien priority basis on the assets of the Company and the guarantors under the indenture governing the Company’s Existing 7.5% Notes (the “Existing 7.5% Notes Indenture”) (such guarantors, collectively, the “AMC Group Guarantors”), pari passu with the liens securing the term loans under the Credit Agreement, and, other than with respect to any turnover in favor of the Credit Agreement by the Existing Exchangeable Notes, the Existing Exchangeable Notes,
+Added: and (b) on a 1.5 lien priority basis on the assets of Muvico, Centertainment Development, LLC (“Centertainment”), and their guarantor subsidiaries under the Existing Exchangeable Notes Indenture and AMC Theatres of UK Limited (together with Centertainment and such guarantor subsidiaries, collectively, the “Muvico Group Guarantors”;
+Added: the Muvico Group Guarantors, together with the AMC Group Guarantors, collectively, the “Existing Guarantors”), which lien will only be junior to the liens securing the term loans under the Credit Agreement and the New Exchangeable Notes and senior to the liens securing any other funded debt of Muvico, including, but not limited to, the Existing Exchangeable Notes.
+Added: Covenants and Events of Default
+Added: The New 2029 Notes Indenture contains covenants that limit the ability of Muvico, the Company and its subsidiaries to, among other things:
+Added: (i) incur additional indebtedness or guarantee indebtedness;
+Added: (ii) create liens;
+Added: (iii) declare or pay dividends, redeem stock or make other distributions to stockholders;
+Added: (iv) make investments;
+Added: (v) enter into transactions with its affiliates;
+Added: (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;
+Added: and (vii) impair the security interest in the collateral.
+Added: These covenants are subject to a number of important limitations and exceptions.
+Added: The New 2029 Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding New 2029 Notes to be due and payable immediately.
+Added: New Exchangeable Notes Indenture
+Added: Interest, Guarantees and Security
+Added: The New Exchangeable Notes were issued pursuant to an indenture (the “New Exchangeable Notes Indenture”), dated as of the Closing Date, by and among Muvico, as issuer, the Company, as a guarantor, the other guarantors party thereto and GLAS Trust Company LLC, as trustee and as collateral agent (in such capacity, the “New Exchangeable Notes Collateral Agent”).
+Added: The New Exchangeable Notes will initially bear interest at a rate per annum of 6.00 % cash interest and 2.00 % PIK interest, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025;
+Added: provided that so long as the Required Shareholder Approval has been obtained on or before December 10, 2025 (the “Interest Adjustment Date”), the interest rate will be decreased, from and after the Interest Adjustment Date, to 1.50 % cash interest (and no PIK interest) per annum.
+Added: In the event that receipt of the Required Shareholder Approval does not occur prior to the Interest Adjustment Date, the interest rate on the New Exchangeable Notes will be increased, from and after the Interest Adjustment date, to 9.50 % cash interest and 3.50 % PIK interest per annum (until any later date on which such Required Shareholder Approval is obtained, from and after which the interest rate will be decreased to 1.50 % cash interest (and no PIK interest) per annum).
+Added: The New 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 New Exchangeable Notes Indenture.
+Added: Muvico’s obligations under the New Exchangeable Notes are fully and unconditionally guaranteed on a joint and several basis by the Company and the Company’s subsidiaries that guarantee the Company and Muvico’s obligations under the Credit Agreement, and all of the Company’s future subsidiaries that guarantee the Company’s other material indebtedness, including under the Credit Agreement.
+Added: The New Exchangeable Notes are secured (a) on a first lien priority basis on the assets of the Company and the guarantors under the Existing 7.5% Notes Indenture, pari passu with the liens securing the term loans under the Credit Agreement, the Existing Exchangeable Notes, the New 2029 Notes and the remaining Existing 7.5% Notes, subject to the Intercreditor Agreement, and will be subject to the same turnover provisions as the Existing Exchangeable Notes for the benefit of the term loans under the Credit Agreement and (b) on a 1.25 lien priority basis on the assets of Muvico, Centertainment and their guarantor subsidiaries under the Existing Exchangeable Notes Indenture and AMC Theatres of UK Limited, which lien will only be junior to the liens securing the term loans under the Credit Agreement and senior to the liens securing the New 2029 Notes and the liens securing any other funded debt of Muvico, including, but not limited to, the Existing Exchangeable Notes.
+Added: Exchange Mechanics;
+Added: Fundamental Change;
+Added: Prior to a Required Shareholder Approval, the New Exchangeable Notes are not exchangeable into Common Stock.
+Added: Following the Required Shareholder Approval, the New Exchangeable Notes will be exchangeable, at the option of the holders thereof, into Common Stock at a stock price (the “Exchange Price”) calculated based on a formula described in the New Exchangeable Notes Indenture.
+Added: Under the terms of the New Exchangeable Notes Indenture, the Company has also agreed that for a period of six months following the Required Shareholder Approval, the Company will not engage in at-the-market offerings that exceed the lesser of 25,000,000 aggregate shares of Common Stock or $ 50,000,000 in aggregate net proceeds raised through such at-the-market offerings;
+Added: provided, however, that if either (i) the share price of the Common Stock exceeds 200 % of the Soft Call Trigger Price (as defined in the New Exchangeable Notes Indenture) at any time, determined based on the average of the Daily VWAPs (as defined in the New Exchangeable Notes Indenture) for any period of two consecutive Trading Days or (ii) at least 100,000,000 shares of Common Stock have traded above 200 % of the Soft Call Trigger Price, then, in either case, all such restrictions with respect to the Company’s ability to engage in at-the-market offerings will no longer apply, so long as any Common Stock sold in any such offering is sold at a price no less than 200 % of the Soft Call Trigger Price.
+Added: At any time from and after the date that is one business day following the date on which the Exchange Price has been initially determined until the close of business on the second Trading Day immediately preceding the maturity date of the New Exchangeable Notes, each holder of the New Exchangeable Notes will have the right, at its option, to surrender for exchange all or a portion of its New Exchangeable Notes at the Exchange Rate for Common Stock based on the applicable Exchange Rate (as defined in the New Exchangeable Notes Indenture) then in effect.
+Added: During such period, Muvico will have the right, at its election, to redeem all (but not less than all) of the outstanding New Exchangeable Notes at a price equal to the aggregate principal amount of the New Exchangeable Notes, plus accrued and unpaid interest thereon to, but excluding, the date of such redemption if the Daily VWAP per share of Common Stock exceeds 110 % of the Exchange Price for fifteen consecutive Trading Days ending on (and including) the Trading Day immediately before the date on which Muvico sends a notice to holders calling such New Exchangeable Notes for redemption (a “Soft Call Notice”).
+Added: Any such Soft Call Notice will provide that the applicable redemption of the New Exchangeable Notes will occur on a business day of Muvico’s choosing, not more than ten and not less than five business days after the date of the Soft Call Notice.
+Added: Notwithstanding the foregoing, holders of New Exchangeable Notes will be entitled within two business days of such Soft Call Notice to submit their New Exchangeable Notes for exchange under the terms of the New Exchangeable Notes Indenture.
+Added: In the event that holders of New Exchangeable Notes voluntarily elect to exchange their New Exchangeable Notes, such holders will also be entitled to a make-whole premium (the “New Exchangeable Notes Exchange Adjustment Consideration”) equal to (i) prior to July 22, 2027, 21.0 % of the aggregate principal amount of the New Exchangeable Notes being exchanged; (ii) on or after July 22, 2027 and prior to July 22, 2028, 14.0 % of the aggregate principal amount of the New Exchangeable Notes being exchanged;
+Added: (iii) on or after July 22, 2028 and prior to July 22, 2029, 7.0 % of the aggregate principal amount of the New Exchangeable Notes being exchanged;
+Added: and (iv) on or after July 22, 2029, zero .
+Added: 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 110 % of the Exchange Price), subject to restrictions under the Credit Agreement, or cash in twelve equal installments over the twelve-month period following the applicable exchange or a combination thereof.
+Added: If certain corporate events that constitute a Fundamental Change (as defined in the New Exchangeable Notes Indenture) occur, then holders will have the right to require Muvico to repurchase their New Exchangeable Notes at a cash repurchase price equal to 100 % of the aggregate principal amount of the New 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 New Exchangeable Notes Indenture).
+Added: 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 Common Stock.
+Added: Muvico will also be required to mandatorily redeem all of the issued and outstanding New Exchangeable Notes at a purchase price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of purchase in the event that, as of November 17, 2028, the aggregate principal amount outstanding of the Existing 7.5% Notes and New 2029 Notes exceeds an aggregate principal amount of $ 190,000,000 .
+Added: Covenants and Events of Default
+Added: The New Exchangeable Notes Indenture contains covenants that limit the ability of Centertainment and Muvico and their future respective subsidiaries to, among other things:
+Added: (i) incur additional indebtedness or guarantee indebtedness;
+Added: (ii) create liens;
+Added: (iii) declare or pay dividends, redeem stock or make other distributions to stockholders;
+Added: (iv) make investments;
+Added: (v) enter into transactions with its affiliates;
+Added: (vi) consolidate, merge, sell or otherwise dispose of all or
+Added: substantially all of their respective assets;
+Added: and (vii) impair the security interest in the collateral.
+Added: These covenants are subject to a number of important limitations and exceptions.
+Added: The New Exchangeable Notes Indenture also incorporates the other restrictive covenants contained in the New 2029 Notes Indenture.
+Added: The New Exchangeable Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding New Exchangeable Notes to be due and payable immediately.
+Added: Additional New Exchangeable Notes
+Added: The New Exchangeable Notes Indenture provides that in the event that the Required Shareholder Approval is not obtained within 180 days of the Closing Date, Muvico will promptly issue $ 15.0 million aggregate principal amount of additional New Exchangeable Notes to the holders of the New Exchangeable Notes, pro rata based on the percentage of outstanding New Exchangeable Notes held by each such holder as of the Closing Date and rounded to the nearest $1.00 increment.
+Added: If the Required Shareholder Approval is obtained, the Company will pay a consent fee to an ad hoc group of creditors, in the form of $ 15.0 million payable in shares of Common Stock, based on a price determined during the sixty consecutive trading days immediately following the Required Shareholder Approval (the “Consent Fee Feature”).
+Added: Embedded Derivatives
+Added: The interest rate on the New Exchangeable Notes will increase or decrease on December 10, 2025 depending on the outcome of the Required Shareholder Approval (the “Interest Reset Feature”).
+Added: The Company bifurcated the Interest Reset Feature as:
+Added: (i) the economic characteristics and risks of the interest rate change are not clearly and closely related to the economic characteristics and risks of the host instrument because the change is dependent on authorization of additional Common Stock;
+Added: (ii) the host debt instrument is not remeasured at fair value but rather, is measured at amortized cost;
+Added: and (iii) the Interest Reset Feature does not qualify for derivative scope exception under ASC 815-10-15-74(a).
+Added: The Consent Fee Feature was also bifurcated for the same reasons as the Interest Reset Feature.
+Added: The Company also bifurcated the Principal Adjustment Feature as:
+Added: (i) the economic characteristics and risks are not clearly and closely related to the economic characteristics and risks of the host instrument given that the Principal Adjustment Feature was tied to the price of the Company’s Common Stock;
+Added: (ii) the host debt instrument is not remeasured at fair value but rather, is measured at amortized cost;
+Added: and (iii) the Principal Adjustment Feature does not qualify for derivative scope exception under ASC 815-10-15-74(a).
+Added: The Company analyzed the contingent conversion option and New Exchangeable Notes Exchange Adjustment Consideration as one single contingent conversion option (the “Contingent Conversion Option”).
+Added: The Company bifurcated the Contingent Conversion Option from the host contract as:
+Added: (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;
+Added: (ii) the host debt instrument is not remeasured at fair value but rather, is measured at amortized cost;
+Added: and (iii) the Contingent Conversion Option does not qualify for derivative scope exception under ASC 815-10-15-74(a).
+Added: The New Exchangeable Notes 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.
+Added: The Company combined the embedded derivatives for the Interest Reset Feature, Principal Adjustment Feature, Consent Fee Feature, and the Contingent Conversion Option into a single compound derivative liability.
+Added: 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.
+Added: The Principal Adjustment Feature was recorded at fair value and transferred to the carrying value of the New Exchangeable Notes upon cancellation of $ 39.9 million aggregate principal amount of New Exchangeable Notes on September 30, 2025.
+Added: See Note 9–Fair Value Measurements for a discussion of the valuation methodologies.
+Added: Credit Agreement Amendment
+Added: On the Closing Date, the Company entered into that certain First Amendment to Credit Agreement (the “Credit Agreement Amendment”), by and among the Company and Muvico, as borrowers, the Existing Guarantors, the lenders party thereto (which constituted the “Required Lenders” as defined in the Credit Agreement) and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent, which amends the Credit Agreement.
+Added: Pursuant to the Credit Agreement Amendment, certain covenants were amended to permit the consummation of the Transactions and
+Added: directed Wilmington Savings Fund Society, FSB, as collateral agent in respect of the existing term loans (in such capacity, the “Credit Agreement Collateral Agent”), to enter into the A&R First Lien/Second Lien Centertainment Group Intercreditor Agreement (as defined below) and the First Lien/Intermediate Lien Intercreditor Agreement (as defined below).
+Added: Intercreditor Agreements
+Added: A&R First Lien/Second Lien Centertainment Group Intercreditor Agreement
+Added: On the Closing Date, the Company, Centertainment, Muvico and the other Existing Guarantors, the Credit Agreement Collateral Agent, the collateral agent for the noteholders of the Existing Exchangeable Notes (the “Existing Exchangeable Notes Collateral Agent”), the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain Amended and Restated First Lien/Second Lien Intercreditor Agreement (the “First Lien/Second Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the Credit Agreement Collateral Agent, the Exchangeable Notes Collateral Agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent in the collateral granted by the Muvico Group Guarantors and certain other matters related to the administration of security interests.
+Added: Existing First Lien Restricted Group Intercreditor Joinder Agreement
+Added: On the Closing Date, the Company, the AMC Group Guarantors, the Credit Agreement Collateral Agent, in its capacity as controlling collateral agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain Joinder No.
+Added: 5 to the First Lien Intercreditor Agreement (the “Existing First Lien Restricted Group Intercreditor Joinder Agreement”), pursuant to which the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent joined that certain First Lien Intercreditor Agreement, dated as of April 24, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Restricted Group First Lien Intercreditor Agreement”), among the Company, the AMC Group Guarantors, the Credit Agreement Collateral Agent and the other agents party thereto, and became bound by the Existing Restricted Group First Lien Intercreditor Agreement, which governs the relative priorities of the collateral agents party thereto and their respective security interests in the collateral granted by the Company and the AMC Group Guarantors and certain other matters related to the administration of security interests.
+Added: First Lien/Intermediate Lien Centertainment Group Intercreditor Agreement
+Added: On the Closing Date, the Company, Centertainment, Muvico and the other Existing Guarantors, the Credit Agreement Collateral Agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain First Lien/Intermediate Lien Intercreditor Agreement (the “First Lien/Intermediate Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the Credit Agreement Collateral Agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent in the collateral granted by the Muvico Group Guarantors and certain other matters related to the administration of security interests.
+Added: 1.25 Lien/1.5 Lien Centertainment Group Intercreditor Agreement
+Added: On the Closing Date, the Company, Muvico, Centertainment and the other Muvico Group Guarantors, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain 1.25 Lien/1.5 Lien Intercreditor Agreement (the “1.25 Lien/1.5 Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent in the collateral granted by the Muvico Group Guarantors and certain other matters related to the administration of security interests.
+Added: Supplemental Indentures
+Added: In connection with entering into the Transaction Support Agreement, with the consent of the holders of a majority of the Existing Exchangeable Notes, Muvico entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Company’s Existing Exchangeable Notes, with the guarantors party thereto and the trustee and notes collateral agent thereunder.
+Added: Among other things, the Supplemental Indenture makes amendments to the indenture to permit the 2025 Refinancing Transactions.
+Added: Prior to the 2025 Refinancing Transactions, with the consent of the holders of a majority in aggregate principal amount of the outstanding Existing 7.5% Notes, the Company, the guarantors party thereto and CSC Delaware Trust Company, as trustee and collateral agent, entered into a supplemental indenture (the “Existing 7.5% Notes Supplemental Indenture”) to the Existing 7.5% Notes Indenture.
+Added: Among other things, the Existing 7.5% Notes Supplemental Indenture made amendments to the Existing 7.5% Notes Indenture to permit the 2025 Refinancing Transactions.
+Added: Extinguishments & Subordinated Note Redemption
+Added: The Company determined that July 1, 2025 was the appropriate date to apply extinguishment accounting to the Existing Exchangeable Notes as it was the date that the Common Stock was issued and also the date the Company had a firm commitment to issue the New Exchangeable Notes.
+Added: The exchanges of the Existing Exchangeable Notes for shares of Common Stock and New Exchangeable Notes resulted in a loss on extinguishment as follows:
+Added: (In millions)
+Added: Fair value of New Exchangeable Notes
+Added: Fair value of bifurcated embedded derivatives New Exchangeable Notes
+Added: Fair value of Common Stock issued
+Added: Total consideration
+Added: Principal Existing Exchangeable Notes
+Added: Discount Existing Exchangeable Notes
+Added: Debt issuance costs Existing Exchangeable Notes
+Added: Gain on cash paid for PIK interest
+Added: Bifurcated embedded derivatives Existing Exchangeable Notes
+Added: Carrying value Existing Exchangeable Notes
+Added: Loss on extinguishment of Existing Exchangeable Notes
+Added: The exchanges of the Existing 7.5% Notes for New 2029 Notes were accounted for as extinguishments and resulted in a loss on extinguishment as follows:
+Added: (In millions)
+Added: Fair value of New 2029 Notes (1)
+Added: Gross proceeds
+Added: Cash fee paid to Existing 7.5% Notes lenders
+Added: Total consideration
+Added: Principal Existing 7.5% Notes
+Added: Debt issuance costs Existing 7.5% Notes
+Added: Carrying value Existing 7.5% Notes
+Added: Loss on extinguishment of Existing 7.5% Notes
+Added: (1) Fair value of the New 2029 Notes was estimated on July 24, 2025 using observed prices for transactions of the New 2029 Notes shortly after issuance.
+Added: The market for the New 2029 Notes is considered an inactive market and the observed prices are considered a Level 2 input in the fair value hierarchy .
+Added: On July 7, 2025, the Company delivered notices of conditional full redemption (the “Notices”) to holders of the Company’s outstanding 5.875% Senior Subordinated Notes due 2026 (the “Senior Subordinated Notes due 2026”) and 10%/12% Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the “Second Lien Notes”) (collectively, the “Subordinated Notes”) to redeem the Subordinated Notes in full, in each case, at a redemption price of 100 % of the principal amount of the Subordinated Notes outstanding, plus accrued and unpaid interest to the applicable redemption date (the “Redemptions”).
+Added: On July 28, 2025, the Company used the proceeds from the issuance of the New 2029 Notes to fully redeem the Second Lien Notes.
+Added: On August 6, 2025, the Company fully redeemed the Senior Subordinated Notes due
+Added: The Company recorded a gain on extinguishment of $ 6.6 million and a loss on extinguishment of $ 0.3 million related to the Second Lien Notes redemption and Senior Subordinated Notes due 2026 redemption, respectively.
+Added: The Credit Agreement Amendment was accounted for as a modification and resulted in expense of approximately $ 2.1 million for costs paid to third parties.
+Added: 2024 Refinancing Transactions
+Added: In the third quarter of 2024, the Company completed a series of refinancing transactions (the “2024 Refinancing Transactions”) with two creditor groups to refinance and extend to 2029 and 2030 the maturities of the Company’s debt previously maturing in 2026.
+Added: In connection with the refinancing:
+Added: ● The Company and Muvico, entered into the Credit Agreement, by and among the Company and Muvico, each, as a borrower, pursuant to which the Company and Muvico jointly and severally borrowed $ 2,024.3 million of new term loans maturing in 2029 (the “New Term Loans”).
+Added: ● The New Term Loans were (i) used as consideration for open market purchases of $ 1,895.0 million the Company’s existing senior secured term loans maturing in 2026 (the “Existing Term Loans”) and (ii) exchanged for $ 104.2 million of the Company’s Second Lien Notes.
+Added: ● Muvico also completed a private offering for cash of $ 414.4 million aggregate principal of Existing Exchangeable Notes and used the proceeds from the offering to repurchase $ 414.4 million aggregate principal amount of the Second Lien Notes.
+Added: The debt repurchases and exchanges for the Second Lien Notes were accounted for as extinguishments and resulted in a loss on extinguishment as follows:
+Added: (In millions)
+Added: Fair value of Exchangeable Notes due 2030
+Added: Fair value of Conversion Option
+Added: Fair value of New Term Loans due 2029
+Added: PIK fee paid to Second Lien Lenders
+Added: Cash fee paid to Second Lien Lenders
+Added: Second Lien Notes consideration
+Added: Principal Second Lien Notes
+Added: Premium Second Lien Notes
+Added: Carrying value Second Lien Notes
+Added: Loss on extinguishment of Second Lien Notes
+Added: The debt exchanges for the Existing Term Loans were accounted for as modifications and resulted in expense of approximately $ 41.0 million for costs paid to third parties.
Covenant Compliance
−Removed: As of June 30, 2025, the Company believes that it was in full compliance with all agreements, including related covenants, governing our outstanding debt.
+Added: As of September 30, 2025, the Company believes that it was in full compliance with all agreements, including related covenants, governing our outstanding debt.
NOTE 7—STOCKHOLDERS’ DEFICIT
11 unchanged sentences
The valuation period ended on March 17, 2025 with no additional consideration owed to the Company.
−Removed: Additionally, during the six months ended June 30, 2025, the Company issued shares through an “at-the-market” offering.
+Added: Additionally, during the nine months ended September 30, 2025, the Company issued shares through an “at-the-market” offering.
The below table summarizes the activity of the “at-the-market” offering:
(In millions)
−Removed: June 30, 2025
+Added: September 30, 2025
Shares issued through at-the-market offering
4 unchanged sentences
As of January 15, 2025, all 50.0 million shares subject to the Sales and Registration Agreement had been sold.
−Removed: During the six months ended June 30, 2024, the Company issued shares through an “at-the-market” offering.
+Added: During the nine months ended September 30, 2024, the Company issued shares through an “at-the-market” offering.
The below table summarizes the activity of the “at-the-market” offering:
(In millions)
−Removed: June 30, 2024
+Added: September 30, 2024
Shares issued through at-the-market offering
10 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
+Added: September 30,
+Added: September 30,
(In millions)
8 unchanged sentences
Total stock-based compensation expense
−Removed: As of June 30, 2025, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $ 20.1 million, which reflects assumptions related to attainment of performance targets based on the scales as described below.
−Removed: The weighted average period over which this remaining compensation expense is expected to be recognized is approximately 1.0 years.
+Added: As of September 30, 2025, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $ 14.1 million, which reflects assumptions related to attainment of performance targets based on the scales as described below.
+Added: The weighted average period over which this remaining compensation expense is expected to be recognized is approximately twelve months .
Awards Granted
32 unchanged sentences
The Company recognizes expense related to these awards based on the fair value of the Common Stock shares, giving effect to the portion of services rendered during the requisite services period.
−Removed: As of June 30, 2025, there were 25,588 nonvested underlying Common Stock RSUs and PSUs (measured at 100 % attainment levels for both the Adjusted EBITDA and free cash flow targets) related to awards classified as liabilities.
+Added: As of September 30, 2025, there were 25,588 nonvested underlying Common Stock RSUs and PSUs (measured at 100 % attainment levels for both the Adjusted EBITDA and free cash flow targets) related to awards classified as liabilities.
Special Awards
1 unchanged sentence
This was accounted for as a modification to the 2024 Tranche Year PSU awards which lowered the Adjusted EBITDA performance target such that 146 % vesting was achieved.
−Removed: This modification resulted in the immediate additional vesting of 270,093 2024 Tranche Year PSUs ( 4,181 cash settled units and 265,912 equity settled units).
+Added: This modification resulted in the immediate additional vesting of 270,093 of the 2024 Tranche Year PSUs ( 4,181 cash settled units and 265,912 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.
−Removed: During the six months ended June 30, 2025, the Company recognized $ 1.0 million of stock compensation expense related to these awards.
+Added: During the nine months ended September 30, 2025, the Company recognized $ 1.0 million of stock compensation expense related to these awards.
On February 22, 2024, the 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.
−Removed: 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).
+Added: This modification resulted in the immediate additional vesting of 478,055 of the 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.
−Removed: During the six months ended June 30, 2024, the Company recognized $ 2.1 million of stock compensation expense related to these awards.
+Added: During the nine months ended September 30, 2024, the Company recognized $ 2.1 million of stock compensation expense related to these awards.
Nonvested Awards
−Removed: The following table represents the equity classified nonvested RSU and PSU activity for the six months ended June 30, 2025:
+Added: The following table represents the equity classified nonvested RSU and PSU activity for the nine months ended September 30, 2025:
RSUs and PSUs
6 unchanged sentences
Cancelled - Special Award (2)
−Removed: Nonvested at June 30, 2025
+Added: Nonvested at September 30, 2025
Tranche Years 2026 and 2027 awarded under the 2025 PSU award and Tranche Year 2026 awarded under the 2024 PSU award with grant date fair values to be determined in year 2026 and 2027, respectively
−Removed: Total nonvested at June 30, 2025
+Added: Total nonvested at September 30, 2025
(1) The number of PSU shares granted under the Tranche Year 2025 assumes the Company will attain a performance target at 100 % for the Adjusted EBITDA target, 100 % for the free cash flow target, and 200 % for the strategic initiatives.
1 unchanged sentence
(2) Represents vested RSUs and PSUs surrendered in lieu of taxes.
−Removed: As a result, the Company paid taxes for restricted unit withholdings of approximately $ 4.4 million during the six months ended June 30, 2025.
+Added: As a result, the Company paid taxes for restricted unit withholdings of approximately $ 4.4 million during the nine months ended September 30, 2025.
Condensed Consolidated Statements of Stockholders’ Deficit
−Removed: For the Six Months Ended June 30, 2025
−Removed: Class A Voting
+Added: For the Nine Months Ended September 30, 2025
Comprehensive
10 unchanged sentences
Balances June 30, 2025
+Added: Other comprehensive income
+Added: Debt for equity exchange
+Added: Stock-based compensation
+Added: Balances September 30, 2025
(1) Includes 370,586 Common Stock shares awarded to the Board of Directors, and 1,302,422 vested Common Stock RSUs and PSUs.
Condensed Consolidated Statements of Stockholders’ Deficit
−Removed: For the Six Months Ended June 30, 2024
+Added: For the Nine Months Ended September 30, 2024
Comprehensive
13 unchanged sentences
Balances June 30, 2024
+Added: Other comprehensive income
+Added: Debt for equity exchange
+Added: Stock-based compensation (1)
+Added: Balances September 30, 2024
(1) Includes 202,392 Common Stock shares awarded to the Board of Directors and 489,342 vested Common Stock RSUs and PSUs.
1 unchanged sentence
The Company’s worldwide effective income tax rate is based on actual income (loss), statutory rates, valuation allowances against deferred tax assets and tax planning opportunities available in the various jurisdictions in which it operates.
−Removed: The Company is using a discrete income tax calculation for the six months ended June 30, 2025, due to the lingering effects of the COVID-19 pandemic and labor stoppages on the industry.
+Added: The Company is using a discrete income tax calculation for the nine months ended September 30, 2025, due to the lingering effects of the COVID-19 pandemic and labor stoppages on the industry.
Historically, for interim financial reporting, the Company estimated the worldwide annual income tax rate based on projected taxable income (loss) for the full year and recorded a quarterly income tax provision or benefit in accordance with the anticipated annual rate, adjusted for discrete items, if any.
7 unchanged sentences
deferred tax assets and most of the Company’s international deferred tax assets as the Company has determined the realization of these assets does not meet the more likely than not criteria.
−Removed: The effective tax rate for the six months ended June 30, 2025, reflects the impact of these valuation allowances against U.S.
+Added: The effective tax rate for the nine months ended September 30, 2025, reflects the impact of these valuation allowances against U.S.
and international deferred tax assets generated during the period.
−Removed: The actual effective rate for the six months ended June 30, 2025, was ( 1.4 )%.
−Removed: The Company’s consolidated tax rate for the six months ended June 30, 2025, differs from the U.S.
+Added: The actual effective rate for the nine months ended September 30, 2025, was ( 0.8 )%.
+Added: The Company’s consolidated tax rate for the nine months ended September 30, 2025, differs from the U.S.
statutory tax rate primarily due to the valuation allowances in U.S.
2 unchanged sentences
This act introduces significant changes to tax law and other areas affecting company operations, including items such as extensions of Tax Cuts and Jobs Act provisions, changes to business interest deductions, and modifications to depreciation deductions.
−Removed: While the effects of these tax law changes will not be reflected in interim or annual provisions for the period ended June 30, 2025, the Company is evaluating the impact of the OBBBA on its financial position, results of operations, and cash flows for future periods.
+Added: While the effects of these tax law changes will not be reflected in interim or annual provisions for the period ended September 30, 2025, the Company is evaluating the impact of the OBBBA on its financial position, results of operations, and cash flows for future periods.
NOTE 9—FAIR VALUE MEASUREMENTS
7 unchanged sentences
Recurring Fair Value Measurements.
−Removed: The following table summarizes the fair value hierarchy of the Company’s financial assets and liabilities carried at fair value on a recurring basis as of June 30, 2025:
−Removed: Fair Value Measurements at June 30, 2025 Using
+Added: The following table summarizes the fair value hierarchy of the Company’s financial assets and liabilities carried at fair value on a recurring basis as of September 30, 2025:
+Added: Fair Value Measurements at September 30, 2025 Using
Total Carrying
4 unchanged sentences
(In millions)
−Removed: June 30, 2025
+Added: September 30, 2025
Other long-term assets:
4 unchanged sentences
Corporate Borrowings:
−Removed: Derivative liability
+Added: Bifurcated embedded derivative - 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
+Added: Bifurcated embedded derivative - Senior Secured Exchangeable Notes due 2030
Total liabilities at fair value
−Removed: Derivative liability valuation.
+Added: Senior Secured Notes due 2030 embedded derivative valuation.
+Added: The Company’s Senior Secured Exchangeable Notes due 2030 have features that required bifurcation from the host instrument pursuant to ASC 815—Derivatives and Hedging.
+Added: These features were combined into a single derivative that comprises all features requiring bifurcation.
+Added: The derivative features have been valued using a combination of Monte Carlo simulations, binomial lattice models, and discounted cash flow models.
+Added: Monte Carlo simulations use repeated random sampling to simulate a wide range of possible outcomes.
+Added: The binomial lattice model consists of simulated Common Stock prices from the valuation date to the maturity of the notes.
+Added: The significant inputs used to value the derivative include the share price of the Common Stock, the volatility of the share price, time to maturity, risk-free interest rate, discount yield, and the probability of the required shareholder approval.
+Added: 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 condensed consolidated statements of operations.
+Added: 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 embedded derivative valuation.
On July 22, 2024, the Company issued Existing Exchangeable Notes with conversion features that required bifurcation from the host instrument pursuant to ASC 815—Derivatives and Hedging.
−Removed: These conversion features were combined into a single derivative that comprises all features requiring bifurcation, see Note 6—Corporate Borrowings and Finance Lease Liabilities for further information.
+Added: These conversion features were combined into a single derivative that comprises all features requiring bifurcation.
The derivative features have been valued using a binomial lattice approach.
1 unchanged sentence
The significant inputs used to value the derivative include the share price of the Common Stock, the volatility of the share price, time to maturity, risk-free interest rate, credit spread, and discount yield.
−Removed: The Company measures the derivative at fair value at the end of each reporting period with any changes in fair value recorded to other income in the condensed consolidated statements of operations.
+Added: 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 condensed consolidated statements of operations.
+Added: Nonrecurring Fair Value Measurements.
+Added: The following table summarizes the fair value hierarchy of the debt component of the Company’s Senior Secured Exchangeable Notes due 2030 as of July 1, 2025:
+Added: Fair Value Measurements at July 1, 2025 Using
+Added: Significant other
+Added: Total Carrying
+Added: Quoted prices in
+Added: active market
+Added: (In millions)
+Added: Corporate Borrowings:
+Added: Senior Secured Exchangeable Notes due 2030
+Added: Valuation Technique.
+Added: The Company estimated the fair value utilizing a discounted cash flow analysis with a discount yield interpolated by reference to the Company’s other outstanding debt instruments.
+Added: See Note 6—Corporate Borrowings and Finance Lease Liabilities for further information.
Other Fair Value Measurement Disclosures.
The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value:
−Removed: Fair Value Measurements at June 30, 2025 Using
+Added: Fair Value Measurements at September 30, 2025 Using
Significant other
3 unchanged sentences
(In millions)
−Removed: June 30, 2025
+Added: September 30, 2025
Current maturities of corporate borrowings
−Removed: Corporate borrowings (excluding derivative liability above)
+Added: Corporate borrowings (excluding derivatives)
Valuation Technique.
11 unchanged sentences
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.
−Removed: During 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 does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments.
1 unchanged sentence
Three Months Ended
−Removed: June 30, 2025
+Added: September 30, 2025
(In millions)
7 unchanged sentences
Three Months Ended
−Removed: June 30, 2024
+Added: September 30, 2024
(In millions)
6 unchanged sentences
Adjusted EBITDA
−Removed: Six Months Ended
−Removed: June 30, 2025
+Added: Nine Months Ended
+Added: September 30, 2025
(In millions)
6 unchanged sentences
Adjusted EBITDA
−Removed: Six Months Ended
−Removed: June 30, 2024
+Added: Nine Months Ended
+Added: September 30, 2024
(In millions)
9 unchanged sentences
(3) General and administrative expense—other, excluding depreciation and amortization excludes stock compensation expense.
−Removed: (4) Other segment items include government assistance, business interruption insurance recoveries, net periodic cost (benefit), and attributable EBITDA from international theatre joint ventures .
+Added: (4) Other segment items include government assistance, business interruption insurance recoveries, net periodic benefit cost, and attributable EBITDA from International theatre joint ventures .
Other segment disclosures:
Three Months Ended
−Removed: June 30, 2025
+Added: September 30, 2025
(In millions)
2 unchanged sentences
Income tax provision
−Removed: Other expense (income)
+Added: Other expense
Other significant noncash items:
3 unchanged sentences
Three Months Ended
−Removed: June 30, 2024
+Added: September 30, 2024
(In millions)
1 unchanged sentence
Depreciation and amortization
−Removed: Income tax provision
+Added: Income tax provision (benefit)
+Added: Other expense (income)
Other significant noncash items:
Stock-based compensation expense
−Removed: Equity in (earnings) loss of non-consolidated entities
+Added: Equity in earnings of non-consolidated entities
Capital expenditures
−Removed: Six Months Ended
−Removed: June 30, 2025
+Added: Nine Months Ended
+Added: September 30, 2025
(In millions)
2 unchanged sentences
Income tax provision
+Added: Other expense (income)
Other significant noncash items:
2 unchanged sentences
Capital expenditures
−Removed: Six Months Ended
−Removed: June 30, 2024
+Added: Nine Months Ended
+Added: September 30, 2024
(In millions)
1 unchanged sentence
Depreciation and amortization
−Removed: Income tax provision
+Added: Income tax provision (benefit)
Other significant noncash items:
4 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: Income tax provision (1)
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: Income tax provision (benefit) (1)
Interest expense
4 unchanged sentences
Investment income (5)
−Removed: Other income (6)
+Added: Other expense (income) (6)
Merger, acquisition and other costs (7)
1 unchanged sentence
Adjusted EBITDA
−Removed: (1) For information regarding the income tax provision, see Note 8—Income Taxes.
−Removed: (2) 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, non-cash deferred digital equipment rent expense, and disposition of assets and other non-operating gains or losses included in operating expenses.
+Added: (1) For information regarding the income tax provision (benefit), see Note 8—Income Taxes.
+Added: (2) 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.
The Company has excluded these items as they are non-cash in nature or related to theatres that are not open.
−Removed: (3) Equity in earnings of non-consolidated entities during the three months ended June 30, 2025 primarily consisted of equity in earnings from AC JV of $( 1.8 ) million.
−Removed: Equity in earnings of non-consolidated entities during the three months ended June 30, 2024 primarily consisted of equity in earnings from AC JV of $( 1.9 ) million.
−Removed: Equity in earnings of non-consolidated entities during the six months ended June 30, 2025 primarily consisted of equity in earnings from AC JV of $( 2.6 ) million.
−Removed: Equity in earnings of non-consolidated entities during the six months ended June 30, 2024 primarily consisted of equity in earnings from AC JV of $( 5.2 ) million.
+Added: (3) Equity in earnings of non-consolidated entities during the three months ended September 30, 2025 primarily consisted of equity in earnings from AC JV of $( 0.8 ) million.
+Added: Equity in earnings of non-consolidated entities during the three months ended September 30, 2024 primarily consisted of equity in earnings from AC JV of $( 4.3 ) million.
+Added: Equity in earnings of non-consolidated entities during the nine months ended September 30, 2025 primarily consisted of equity in earnings from AC JV of $( 3.4 ) million.
+Added: Equity in earnings of non-consolidated entities
+Added: during the nine months ended September 30, 2024 primarily consisted of equity in earnings from AC JV of $( 9.5 ) million.
(4) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets.
2 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
Equity in (earnings) of non-consolidated entities
Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures
−Removed: Equity in (loss) of International theatre joint ventures
+Added: Equity in earnings (loss) of International theatre joint ventures
Income tax benefit
−Removed: Investment expense
+Added: Investment income
Interest expense
Depreciation and amortization
+Added: Other expense
Attributable EBITDA
−Removed: (5) Investment income during the three months ended June 30, 2025 includes interest income of $( 1.7 ) million, partially offset by decreases in the estimated fair value of the Company’s investment in common shares of Hycroft of $ 0.1 million and decreases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 0.2 million.
−Removed: Investment income during the three months ended June 30, 2024 included interest income of $( 5.4 ) million, an increase in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 0.4 ) million and an increase in the estimated fair value of the Company's investment in warrants to purchase common shares of Hycroft of $( 0.3 ) million.
−Removed: Investment income during the six months ended June 30, 2025 includes interest income of $( 4.6 ) million, increases in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 2.3 ) million, and increases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $( 0.2 ) million.
−Removed: Investment income during the six months ended June 30, 2024 included interest income of $( 11.5 ) million, partially offset by decreases in the estimated fair value of the Company’s investment in common shares of Hycroft of $ 0.1 million and decreases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 0.2 million.
−Removed: (6) Other income during the three months ended June 30, 2025 includes an increase in fair value of the derivative liability for the embedded conversion feature in the Existing Exchangeable Notes of $ 3.9 million and foreign currency transaction gains of $( 23.9 ) million.
−Removed: Other income during the three months ended June 30, 2024 included shareholder litigation recoveries of $( 19.1 ) million, foreign currency transaction gains of $( 0.6 )
−Removed: million and gains on debt extinguishment of $( 85.3 ) million.
−Removed: Other income during the six months ended June 30, 2025 includes a decrease in fair value of the derivative liability of the embedded conversion feature in the Existing Exchangeable Notes of $( 41.2 ) million and foreign currency transaction gains of $( 36.9 ) million.
−Removed: Other income during the six months ended June 30, 2024 included shareholder litigation recoveries of $( 19.1 ) million, gains on debt extinguishment of $( 91.1 ) million, a vendor dispute settlement of $( 36.2 ) million and foreign currency transaction losses of $ 2.6 million.
+Added: (5) Investment income during the three months ended September 30, 2025 includes interest income of $( 2.3 ) million, increases in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 7.3 ) million, and increases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $( 2.0 ) million, partially offset by an impairment of an equity security without a readily determinable fair value of $ 10.3 million.
+Added: Investment income during the three months ended September 30, 2024 included interest income of $( 4.6 ) million, an increase in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 0.3 ) million, partially offset by a decrease in the estimated fair value of the Company's investment in warrants to purchase common shares of Hycroft of $ 1.7 million.
+Added: Investment income during the nine months ended September 30, 2025 includes interest income of $( 6.9 ) million, increases in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 9.6 ) million, and increases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $( 2.2 ) million, partially offset by an impairment of an equity security without a readily determinable fair value of $ 10.3 million.
+Added: Investment income during the nine months ended September 30, 2024 included interest income of $( 16.1 ) million, increases in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 0.2 ) million, partially offset by decreases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 1.9 million.
+Added: (6) Other expense during the three months ended September 30, 2025 includes net losses on debt extinguishment of $ 196.0 million, foreign currency transaction losses of $ 9.0 million, and term loan modification third party fees of $ 2.1 million, partially offset by a decrease in fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $( 1.4 ) million and a decrease in fair value of the bifurcated embedded derivative in the New Exchangeable Notes of $( 9.5 ) million.
+Added: Other income during the three months ended September 30, 2024 included shareholder litigation recoveries of $( 14.9 ) million, foreign currency transaction gains of $( 21.5 ) million and a decrease in fair value of the bifurcated embedded derivative in the Existing Exchangeable notes of $( 73.5 ) million, partially offset by losses on debt extinguishment of $ 50.8 million and term loan modification third party fees of $ 41.0 million.
+Added: Other expense during the nine months ended September 30, 2025 includes net losses on debt extinguishment of $ 196.0 million and term loan modification third party fees of $ 2.1 million, partially offset by a decrease in fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $( 42.6 ) million, a decrease in the fair value of the bifurcated embedded derivative in the New Exchangeable Notes of $( 9.5 )
+Added: million and foreign currency transaction gains of $( 27.9 ) million.
+Added: Other income during the nine months ended September 30, 2024 included shareholder litigation recoveries of $( 34.0 ) million, gains on debt extinguishment of $( 40.3 ) million, a vendor dispute settlement of $( 36.2 ) million, foreign currency transaction gains of $( 18.9 ) million and a decrease in fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $( 73.5 ) million, partially offset by term loan modification third party fees of $ 41.0 million.
(7) Merger, acquisition and other costs are excluded as they are non-operating in nature.
9 unchanged sentences
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.
−Removed: On February 20, 2023, two putative stockholder class actions were filed in the Delaware Court of Chancery, captioned Allegheny County Employees’ Retirement System v.
−Removed: AMC Entertainment Holdings, Inc., et al., C.A.
−Removed: 2023-0215-MTZ (Del.
−Removed: Ch.) (the “Allegheny Action”), and Munoz v.
−Removed: Aron, et al., C.A.
−Removed: 2023-0216-MTZ (Del.
−Removed: Ch.) (the “Munoz Action”) and which were subsequently consolidated into In re AMC Entertainment Holdings, Inc.
+Added: On February 20, 2023, two putative stockholder class actions were filed in the Delaware Court of Chancery, which were subsequently consolidated into In re AMC Entertainment Holdings, Inc.
Stockholder Litigation C.A.
1 unchanged sentence
Ch.) (the “Shareholder Litigation”).
−Removed: 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.
−Removed: § 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, 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”).
−Removed: 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.
−Removed: § 220, asserted a claim for breach of fiduciary duty against the Company’s directors at the time and former director Lee Wittlinger, arising out of the same conduct challenged in the Allegheny Action.
−Removed: The Allegheny Action sought a declaration that the issuance of the AMC Preferred Equity Units violated 8 Del.
−Removed: § 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.
−Removed: The Munoz Action sought to enjoin the AMC Preferred Equity Units from voting on the Charter Amendments.
+Added: The Shareholder Litigation asserted a claim for breach of (i) fiduciary duty against certain of the Company’s directors at the time and a former director, and (ii) 8 Del.
+Added: § 242 against certain of the Company’s directors at the time and the Company, arising out of the Company’s creation of the AMC Preferred Equity Units, the transactions between the Company and Antara Capital, L.P.
+Added: announced on December 22, 2022, 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”).
On April 2, 2023, the parties entered into a binding settlement term sheet to settle the Shareholder Litigation.
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 “Settlement Payment”).
−Removed: The Company’s obligation to make the Settlement Payment was contingent on the Company effecting the Charter Amendments.
On August 11, 2023, the court approved the settlement of the Shareholder Litigation.
−Removed: 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.
−Removed: 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.
+Added: The Charter Amendments were implemented and 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.
2 unchanged sentences
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.
−Removed: On August 14, 2023, a putative class action on behalf of holders of AMC Preferred Equity Units, captioned Simons v.
−Removed: AMC Entertainment Holdings, Inc.
−Removed: 2023-0835-MTZ (the “Simons Action”), was filed against the Company in the Delaware Court of Chancery.
−Removed: 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 violated the Certificate of Designations that governed the AMC Preferred Equity Units prior to the conversion of the AMC Preferred Equity Units into Common Stock.
−Removed: On September 12, 2023, the Company filed a motion to dismiss the complaint.
−Removed: On December 26, 2023, plaintiff filed an amended complaint, which added a claim for breach of the implied covenant of good faith and fair dealing.
−Removed: On February 16, 2024, the Company filed a motion to dismiss the amended complaint.
−Removed: On October 2, 2024, the court granted the Company’s motion to dismiss, and dismissed the amended complaint with prejudice.
−Removed: On October 30, 2024, the plaintiff filed a notice of appeal in the Delaware Supreme Court.
−Removed: On May 8, 2025, the Delaware Supreme Court affirmed the court’s dismissal of the amended complaint.
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.
1 unchanged sentence
XL Specialty Insurance Co., et al ., Case No.
−Removed: N23C-05-045 AML CCLD (Del.
+Added: AML CCLD (Del.
May 4, 2023) (the “Coverage Action”).
2 unchanged sentences
The Company has reached confidential settlement agreements with all but one insurer in the Coverage Action.
−Removed: The remaining insurer contested whether it owed coverage for the Settlement Payment, claiming it does not constitute a “Loss” under its insurance policy.
+Added: The remaining insurer contested whether it owed coverage for the Settlement Payment, claiming it does not constitute a “Loss” under its insurance policy (the “Loss Defense”).
On February 28, 2025, the court denied a motion for summary judgment by the remaining insurer in the Coverage Action.
1 unchanged sentence
Subsequently, pursuant to a joint stipulated order entered by the court on March 9, 2025, the remaining insurer withdrew its Consent Defense (but preserved its Loss Defense for appeal) and on April 9, 2025, the court entered a final judgment in favor of the Company in the amount of $ 5.0 million plus pre-judgment interest of $ 0.7 million.
−Removed: On May 8, 2025, the insurer filed a notice of appeal to the Supreme Court of the State of Delaware.
+Added: On May 8, 2025, the insurer filed a notice of appeal to the Supreme Court of the State of Delaware, which is fully briefed and scheduled for oral arguments on November 12, 2025.
AMC also has claims for coverage from additional insurers, however, those insurers’ policies contain mandatory arbitration provisions, so they were not included in the Coverage Action.
3 unchanged sentences
654878/2024 (the “Intercreditor Litigation”), was filed in the Supreme Court of the State of New York.
−Removed: The Intercreditor Litigation was filed by an ad hoc group of holders of the Company’s 7.500% Senior Secured Notes due 2029 (the “Existing 7.5% 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 (as defined herein), in connection with the refinancing transactions announced by AMC on July 22, 2024 (the
−Removed: “2024 Refinancing Transactions”).
+Added: The Intercreditor Litigation was filed by an ad hoc group of holders of the Company’s 7.500% Senior Secured Notes due 2029 (the “Existing 7.5% 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 (as defined herein), in connection with the 2024 Refinancing Transactions.
Plaintiffs alleged 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 7.5% Notes free of such liens and eliminating the Existing 7.5% Notes’ priority in certain other collateral in connection with the 2024 Refinancing Transactions.
On November 20, 2024, the Company filed a motion to dismiss the complaint, which was fully briefed and scheduled for oral argument on August 25, 2025.
−Removed: On July 25, 2025, following the effectiveness of the 2025 Refinancing Transactions (as defined herein), the parties to the Intercreditor Litigation filed a stipulation of discontinuance with prejudice in the Intercreditor Litigation.
+Added: On July 25, 2025, following the effectiveness of the 2025 Refinancing Transactions, the parties to the Intercreditor Litigation filed a stipulation of discontinuance with prejudice in the Intercreditor Litigation.
On July 29, 2025, the court issued a decision and order discontinuing the action and dismissing the complaint in the Intercreditor Litigation with prejudice and without costs.
−Removed: See Note 13—Subsequent Events for additional details.
+Added: See Note 6—Corporate Borrowings and Finance Lease Liabilities for additional information regarding the 2025 Refinancing Transactions.
+Added: On October 31, 2025, a purported securities class action captioned Simons v.
+Added: AMC Entertainment Holdings, Inc.
+Added: 1:25-cv-09042, was filed against the Company in the United States District Court for the Southern District of New York.
+Added: The complaint asserts a claim under Section 10(b) of the Securities Exchange Act of 1934 based on allegedly false and misleading public statements and omissions by the Company during the period from August 18, 2022 to November 1, 2023 relating to the conversion of the AMC Preferred Equity Units.
+Added: The complaint alleges damages of at least $ 178 million, plus prejudgment interest.
+Added: The Company intends to defend the action vigorously.
NOTE 12—LOSS PER SHARE
4 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
Net loss for basic and diluted loss per share
3 unchanged sentences
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.
−Removed: Unvested RSUs of 4,560,303 for each of the three and six months ended June 30, 2025, were not included in the computation of diluted loss per share because the RSUs would be anti-dilutive.
−Removed: Unvested RSUs of 2,579,669 for each of the three and six months ended June 30, 2024, were not included in the computation of diluted loss per share because the RSUs would be anti-dilutive.
+Added: Included in the computation of basic loss per share are 66,278 contingently issuable RSUs whose issuance conditions were satisfied when the grantee attained retirement eligibility and will not be issued until January 2026.
+Added: Unvested RSUs of 4,494,025 for each of the three and nine months ended September 30, 2025, were not included in the computation of diluted loss per share because the RSUs would be anti-dilutive.
+Added: Unvested RSUs of 2,594,497 for each of the three and nine months ended September 30, 2024, were not included in the computation of diluted loss per share because the RSUs would be anti-dilutive.
Unvested PSUs are subject to performance conditions and are included in diluted loss per share, if dilutive, based on the number of shares, if any, that would be issuable under the terms of the award agreements if the end of the reporting period were the end of the contingency period.
−Removed: Unvested PSUs of 2,201,477 at certain performance targets for each of the three and six months ended June 30, 2025, were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.
−Removed: Unvested PSUs of 918,340 at certain performance targets for each of the three and six months ended June 30, 2024, were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.
−Removed: The Company has excluded approximately 88.7 million shares issuable upon conversion of the Existing Exchangeable Notes from the computation of diluted loss per share for each of the three and six months ended June 30, 2025 because the issuable shares would be anti-dilutive.
−Removed: NOTE 13 —SUBSEQUENT EVENTS
−Removed: Transaction Support Agreement
−Removed: On July 1, 2025, the Company and Muvico, LLC, a wholly owned subsidiary of the Company (“Muvico”), entered into a Transaction Support Agreement (the “Transaction Support Agreement”) providing for a series of refinancing transactions (the “2025 Refinancing Transactions”).
−Removed: The creditors party to the Transaction Support Agreement include certain holders of the Company’s Existing 7.5% Notes (the “Consenting 7.5% Noteholders”), certain holders of the Existing Exchangeable Notes, (the “Consenting Exchangeable Noteholders”) and certain lenders of the Company’s term loans outstanding under its credit agreement (the “Credit Agreement”, and any such consenting lenders, the “Consenting Term Loan Lenders” together with the Consenting 7.5% Noteholders and Consenting Exchangeable Noteholders, the “Consenting Parties”).
−Removed: On July 1, 2025, the Consenting Exchangeable Noteholders exchanged initially $ 143.0 million aggregate principal amount of Existing Exchangeable Notes held by the Consenting Exchangeable Noteholders for 79,800,000 shares of Common Stock, which were reserved or authorized to be exchanged for the Existing Exchangeable Notes held by such holders.
−Removed: On July 24, 2025 (the “Closing Date”), the Company and Muvico completed the 2025 Refinancing Transactions as contemplated by the Transaction Support Agreement.
−Removed: In connection with the 2025 Refinancing Transactions, on the Closing Date:
−Removed: ● The Consenting 7.5% Noteholders (i) provided approximately $ 244.4 million of gross proceeds of incremental, new money financing and (ii) exchanged $ 590.0 million aggregate principal amount of Existing 7.5% Notes held by the Consenting 7.5% Noteholders on a dollar-for-dollar basis for a total of $ 857.0 million aggregate principal amount of new Senior Secured Notes due 2029 (the “New 2029 Notes”).
−Removed: ● The Consenting Exchangeable Noteholders exchanged approximately $ 194.4 million aggregate principal amount of the remaining Existing Exchangeable Notes held by the Consenting Exchangeable Noteholders, on a dollar-for-dollar basis, for new Senior Secured Exchangeable Notes due 2030 issued by Muvico (the “New Exchangeable Notes”).
−Removed: The principal amount of New Exchangeable Notes held by the Consenting Exchangeable Noteholders is subject to potential downward adjustment, depending on the trading price of the Company’s Common Stock for a period following the initial exchange.
−Removed: The Company has also agreed to pay certain transaction fees, subject to certain conditions described in the Transaction Support Agreement, either in the form of Common Stock or as additional New Exchangeable Notes.
−Removed: ● The Consenting Term Loan Lenders and certain other lenders party to the Credit Agreement (which constituted the “Required Lenders” as defined in the Credit Agreement), the Company, Muvico and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent under the Credit Agreement, entered into an amendment to the Credit Agreement permitting the 2025 Refinancing Transactions.
−Removed: The Consenting Term Loan Lenders were paid consent fees of approximately $ 22.3 million.
−Removed: ● The Company and the Consenting Parties entered into a settlement and mutual release agreement with respect to the 2025 Refinancing Transactions, pursuant to which the parties have agreed that they will not directly or indirectly take any action in furtherance of the Intercreditor Litigation and to dismiss with prejudice any claims with respect to the Intercreditor Litigation.
−Removed: The following sections provide summaries of the key terms and provisions of the New 2029 Notes Indenture (as defined herein), the New Exchangeable Notes Indenture (as defined herein), and the Credit Agreement Amendment (as defined herein).
−Removed: New 2029 Notes Indenture
−Removed: Interest, Guarantees and Security
−Removed: The New 2029 Notes were issued pursuant to an indenture (the “New 2029 Notes Indenture”), dated as of the Closing Date, by and among Muvico, as issuer, the Company, as a guarantor, the other guarantors party thereto and CSC Delaware Trust Company, as trustee and as collateral agent (in such capacity, the “New 2029 Notes Collateral Agent”).
−Removed: The New 2029 Notes will bear interest at a rate per annum equal to the Applicable Rate (as defined in the New 2029 Notes Indenture), payable semi-annually in arrears in cash and, to the extent required, in payment-in-kind (“PIK”) interest on June 15 and December 15 of each year, beginning on December 15, 2025.
−Removed: The New 2029 Notes will mature on February 19, 2029, unless redeemed in full prior to such maturity date, pursuant to the terms contained in the New 2029 Notes Indenture.
−Removed: If, by December 10, 2025, the Company has not obtained the necessary shareholder approvals required to issue the Company’s Common Stock underlying the New Exchangeable Notes (the “Required Shareholder Approval”), the interest rate per annum payable with respect to the New 2029 Notes will increase by either 1.00 % cash interest or 2.00 % PIK interest, as determined by the Company in its sole discretion (the “Additional Rate”).
−Removed: The Additional Rate will (i) go into effect concurrent with any rate adjustment to the New Exchangeable Notes and (ii) remain in force for any duration of time in which the New Exchangeable Notes remain outstanding and are not exchangeable.
−Removed: Muvico’s obligations under the New 2029 Notes are fully and unconditionally guaranteed on a joint and several basis by the Company and each of the Company’s subsidiaries that guarantee the Company’s and Muvico’s obligations under the Credit Agreement, and all of the Company’s future subsidiaries that guarantee the Company’s or any of the Company’s subsidiaries other material indebtedness, including under the Credit Agreement.
−Removed: The New 2029 Notes are secured (a) on a first lien priority basis on the assets of the Company and the guarantors under the indenture governing the Company’s Existing 7.5% Notes (the “Existing 7.5% Notes Indenture”) (such guarantors, collectively, the “AMC Group Guarantors”), pari passu with the liens securing the term loans under the Credit Agreement, and, other than with respect to any turnover in favor of the Credit Agreement by the Existing Exchangeable Notes, the Existing Exchangeable Notes, and (b) on a 1.5 lien priority basis on the assets of Muvico, Centertainment Development, LLC (“Centertainment”), and their guarantor subsidiaries under the Existing Exchangeable Notes Indenture and AMC Theatres of UK Limited (together with Centertainment and such guarantor subsidiaries, collectively, the “Muvico Group Guarantors”;
−Removed: the Muvico Group Guarantors, together with the AMC Group Guarantors, collectively, the “Existing Guarantors”), which lien will only be junior to the liens securing the term loans under the Credit Agreement and the New Exchangeable Notes and senior to the liens securing any other funded debt of Muvico, including, but not limited to, the Existing Exchangeable Notes.
−Removed: Covenants and Events of Default
−Removed: The New 2029 Notes Indenture contains covenants that limit the ability of Muvico, the Company and its subsidiaries to, among other things:
−Removed: (i) incur additional indebtedness or guarantee indebtedness;
−Removed: (ii) create liens;
−Removed: (iii) declare or pay dividends, redeem stock or make other distributions to stockholders;
−Removed: (iv) make investments;
−Removed: (v) enter into transactions with its affiliates;
−Removed: (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;
−Removed: and (vii) impair the security interest in the collateral.
−Removed: These covenants are subject to a number of important limitations and exceptions.
−Removed: The New 2029 Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding New 2029 Notes to be due and payable immediately.
−Removed: New Exchangeable Notes Indenture
−Removed: Interest, Guarantees and Security
−Removed: The New Exchangeable Notes were issued pursuant to an indenture (the “New Exchangeable Notes Indenture”), dated as of the Closing Date, by and among Muvico, as issuer, the Company, as a guarantor, the other guarantors party thereto and GLAS Trust Company LLC, as trustee and as collateral agent (in such capacity, the “New Exchangeable Notes Collateral Agent”).
−Removed: The New Exchangeable Notes will initially bear interest at a rate per annum of 6.00 % cash interest and 2.00 % PIK interest, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15,
−Removed: provided that so long as the Required Shareholder Approval has been obtained on or before December 10, 2025 (the “Interest Adjustment Date”), the interest rate will be decreased, from and after the Interest Adjustment Date, to 1.50 % cash interest (and no PIK interest) per annum.
−Removed: In the event that receipt of the Required Shareholder Approval does not occur prior to the Interest Adjustment Date, the interest rate on the New Exchangeable Notes will be increased, from and after the Interest Adjustment date, to 9.50 % cash interest and 3.50 % PIK interest per annum (until any later date on which such Required Shareholder Approval is obtained, from and after which the interest rate will be decreased to 1.50 % cash interest (and no PIK interest) per annum).
−Removed: The New 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 New Exchangeable Notes Indenture.
−Removed: Muvico’s obligations under the New Exchangeable Notes are fully and unconditionally guaranteed on a joint and several basis by the Company and the Company’s subsidiaries that guarantee the Company and Muvico’s obligations under the Credit Agreement, and all of the Company’s future subsidiaries that guarantee the Company’s other material indebtedness, including under the Credit Agreement.
−Removed: The New Exchangeable Notes are secured (a) on a first lien priority basis on the assets of the Company and the guarantors under the Existing 7.5% Notes Indenture, pari passu with the liens securing the term loans under the Credit Agreement, the Existing Exchangeable Notes, the New 2029 Notes and the remaining Existing 7.5% Notes, subject to the Intercreditor Agreement, and will be subject to the same turnover provisions as the Existing Exchangeable Notes for the benefit of the term loans under the Credit Agreement and (b) on a 1.25 lien priority basis on the assets of Muvico, Centertainment and their guarantor subsidiaries under the Existing Exchangeable Notes Indenture and AMC Theatres of UK Limited, which lien will only be junior to the liens securing the term loans under the Credit Agreement and senior to the liens securing the New 2029 Notes and the liens securing any other funded debt of Muvico, including, but not limited to, the Existing Exchangeable Notes.
−Removed: Exchange Mechanics;
−Removed: Fundamental Change;
−Removed: Prior to a Required Shareholder Approval, the New Exchangeable Notes are not exchangeable into Common Stock.
−Removed: Following the Required Shareholder Approval, the New Exchangeable Notes will be exchangeable, at the option of the holders thereof, into Common Stock at a stock price (the “Exchange Price”) calculated based on a formula described in the New Exchangeable Notes Indenture.
−Removed: Under the terms of the New Exchangeable Notes Indenture, the Company has also agreed that for a period of six months following the Required Shareholder Approval, the Company will not engage in at-the-market offerings that exceed the lesser of 25,000,000 aggregate shares of Common Stock or $ 50,000,000 in aggregate net proceeds raised through such at-the-market offerings;
−Removed: provided, however, that if either (i) the share price of the Common Stock exceeds 200 % of the Soft Call Trigger Price (as defined in the New Exchangeable Notes Indenture) at any time, determined based on the average of the Daily VWAPs (as defined in the New Exchangeable Notes Indenture) for any period of two consecutive Trading Days or (ii) at least 100,000,000 shares of Common Stock have traded above 200 % of the Soft Call Trigger Price, then, in either case, all such restrictions with respect to the Company’s ability to engage in at-the-market offerings will no longer apply, so long as any Common Stock sold in any such offering is sold at a price no less than 200 % of the Soft Call Trigger Price.
−Removed: At any time from and after the date that is one business day following the date on which the Exchange Price has been initially determined until the close of business on the second Trading Day immediately preceding the maturity date of the New Exchangeable Notes, each holder of the New Exchangeable Notes will have the right, at its option, to surrender for exchange all or a portion of its New Exchangeable Notes at the Exchange Rate for Common Stock based on the applicable Exchange Rate (as defined in the New Exchangeable Notes Indenture) then in effect.
−Removed: During such period, Muvico will have the right, at its election, to redeem all (but not less than all) of the outstanding New Exchangeable Notes at a price equal to the aggregate principal amount of the New Exchangeable Notes, plus accrued and unpaid interest thereon to, but excluding, the date of such redemption if the Daily VWAP per share of Common Stock exceeds 110 % of the Exchange Price for fifteen consecutive Trading Days ending on (and including) the Trading Day immediately before the date on which Muvico sends a notice to holders calling such New Exchangeable Notes for redemption (a “Soft Call Notice”).
−Removed: Any such Soft Call Notice will provide that the applicable redemption of the New Exchangeable Notes will occur on a business day of Muvico’s choosing, not more than ten and not less than five business days after the date of the Soft Call Notice.
−Removed: Notwithstanding the foregoing, holders of New Exchangeable Notes will be entitled within two business days of such Soft Call Notice to submit their New Exchangeable Notes for exchange under the terms of the New Exchangeable Notes Indenture.
−Removed: In the event that holders of New Exchangeable Notes voluntarily elect to exchange their New Exchangeable Notes, such holders will also be entitled to a make-whole premium (the “Exchange Adjustment Consideration”) equal to (i) prior to July 22, 2027, 21.0 % of the aggregate principal amount of the New Exchangeable Notes being exchanged; (ii) on or after July 22, 2027 and prior to July 22, 2028, 14.0 % of the aggregate principal amount of the New Exchangeable Notes being exchanged;
−Removed: (iii) on or after July 22, 2028 and prior to July 22, 2029, 7.0 % of the aggregate principal amount of the New Exchangeable Notes being exchanged;
−Removed: and (iv) on or after July 22, 2029, zero .
−Removed: 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 110 % of the Exchange Price), subject to restrictions under the Credit Agreement, or cash in twelve equal installments over the twelve-month period following the applicable exchange or a combination thereof.
−Removed: If certain corporate events that constitute a Fundamental Change (as defined in the New Exchangeable Notes Indenture) occur, then holders will have the right to require Muvico to repurchase their New Exchangeable Notes at a cash repurchase price equal to 100 % of the aggregate principal amount of the New 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 New Exchangeable Notes Indenture).
−Removed: 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 Common Stock.
−Removed: Muvico will also be required to mandatorily redeem all of the issued and outstanding New Exchangeable Notes at a purchase price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of purchase in the event that, as of November 17, 2028, the aggregate principal amount outstanding of the Existing 7.5% Notes and New 2029 Notes exceeds an aggregate principal amount of $ 190,000,000 .
−Removed: Covenants and Events of Default
−Removed: The New Exchangeable Notes Indenture contains covenants that limit the ability of Centertainment and Muvico and their future respective subsidiaries to, among other things:
−Removed: (i) incur additional indebtedness or guarantee indebtedness;
−Removed: (ii) create liens;
−Removed: (iii) declare or pay dividends, redeem stock or make other distributions to stockholders;
−Removed: (iv) make investments;
−Removed: (v) enter into transactions with its affiliates;
−Removed: (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;
−Removed: and (vii) impair the security interest in the collateral.
−Removed: These covenants are subject to a number of important limitations and exceptions.
−Removed: The New Exchangeable Notes Indenture also incorporates the other restrictive covenants contained in the New 2029 Notes Indenture.
−Removed: The New Exchangeable Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding New Exchangeable Notes to be due and payable immediately.
−Removed: Additional New Exchangeable Notes
−Removed: The New Exchangeable Notes Indenture provides that in the event that the Required Shareholder Approval is not obtained within 180 days of the Closing Date, Muvico will promptly issue $ 15.0 million aggregate principal amount of additional New Exchangeable Notes to the holders of the New Exchangeable Notes, pro rata based on the percentage of outstanding New Exchangeable Notes held by each such holder as of the Closing Date and rounded to the nearest $1.00 increment.
−Removed: Credit Agreement Amendment
−Removed: On the Closing Date, the Company entered into that certain First Amendment to Credit Agreement (the “Credit Agreement Amendment”), by and among the Company and Muvico, as borrowers, the Existing Guarantors, the lenders party thereto (which constituted the “Required Lenders” as defined in the Credit Agreement) and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent, which amends the Credit Agreement.
−Removed: Pursuant to the Credit Agreement Amendment, certain covenants were amended to permit the consummation of the Transactions and directed Wilmington Savings Fund Society, FSB, as collateral agent in respect of the existing term loans (in such capacity, the “Credit Agreement Collateral Agent”), to enter into the A&R First Lien/Second Lien Centertainment Group Intercreditor Agreement (as defined below) and the First Lien/Intermediate Lien Intercreditor Agreement (as defined below).
−Removed: Intercreditor Agreements
−Removed: A&R First Lien/Second Lien Centertainment Group Intercreditor Agreement
−Removed: On the Closing Date, the Company, Centertainment, Muvico and the other Existing Guarantors, the Credit Agreement Collateral Agent, the collateral agent for the noteholders of the Existing Exchangeable Notes (the “Existing Exchangeable Notes Collateral Agent”), the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain Amended and Restated First Lien/Second Lien Intercreditor Agreement (the “First Lien/Second Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the Credit Agreement Collateral Agent, the Exchangeable Notes Collateral Agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent in the collateral granted by the Muvico Group Guarantors and certain other matters related to the administration of security interests.
−Removed: Existing First Lien Restricted Group Intercreditor Joinder Agreement
−Removed: On the Closing Date, the Company, the AMC Group Guarantors, the Credit Agreement Collateral Agent, in its capacity as controlling collateral agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain Joinder No.
−Removed: 5 to the First Lien Intercreditor Agreement (the “Existing First Lien Restricted Group Intercreditor Joinder Agreement”), pursuant to which the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent joined that certain First Lien Intercreditor Agreement, dated as of April 24, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Restricted Group First Lien Intercreditor Agreement”), among the Company, the AMC Group Guarantors, the Credit Agreement Collateral Agent and the other agents party thereto, and became bound by the Existing Restricted Group First Lien Intercreditor Agreement, which governs the relative priorities of the collateral agents party thereto and their respective security interests in the collateral granted by the Company and the AMC Group Guarantors and certain other matters related to the administration of security interests.
−Removed: First Lien/Intermediate Lien Centertainment Group Intercreditor Agreement
−Removed: On the Closing Date, the Company, Centertainment, Muvico and the other Existing Guarantors, the Credit Agreement Collateral Agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain First Lien/Intermediate Lien Intercreditor Agreement (the “First Lien/Intermediate Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the Credit Agreement Collateral Agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent in the collateral granted by the Muvico Group Guarantors and certain other matters related to the administration of security interests.
−Removed: 1.25 Lien/1.5 Lien Centertainment Group Intercreditor Agreement
−Removed: On the Closing Date, the Company, Muvico, Centertainment and the other Muvico Group Guarantors, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain 1.25 Lien/1.5 Lien Intercreditor Agreement (the “1.25 Lien/1.5 Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent in the collateral granted by the Muvico Group Guarantors and certain other matters related to the administration of security interests.
−Removed: Supplemental Indentures
−Removed: In connection with entering into the Transaction Support Agreement, with the consent of the holders of a majority of the Existing Exchangeable Notes, Muvico entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Company’s Existing Exchangeable Notes, with the guarantors party thereto and the trustee and notes collateral agent thereunder.
−Removed: Among other things, the Supplemental Indenture makes amendments to the indenture to permit the 2025 Refinancing Transactions.
−Removed: Prior to the 2025 Refinancing Transactions, with the consent of the holders of a majority in aggregate principal amount of the outstanding Existing 7.5% Notes, the Company, the guarantors party thereto and CSC Delaware Trust Company, as trustee and collateral agent, entered into a supplemental indenture (the “Existing 7.5% Notes Supplemental Indenture”) to the Existing 7.5% Notes Indenture.
−Removed: Among other things, the Existing 7.5% Notes Supplemental Indenture
−Removed: made amendments to the Existing 7.5% Notes Indenture to permit the 2025 Refinancing Transactions.
−Removed: Subordinated Note Redemption
−Removed: On July 7, 2025, the Company delivered notices of conditional full redemption (the “Notices”) to holders of the Company’s outstanding 5.875 % Senior Subordinated Notes due 2026 (the “Senior Subordinated Notes due 2026”) and 10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the “Second Lien Notes”) (collectively, the “Subordinated Notes”) to redeem the Subordinated Notes in full, in each case, at a redemption price of 100 % of the principal amount of the Subordinated Notes outstanding, plus accrued and unpaid interest to the applicable redemption date (the “Redemptions”).
−Removed: On July 28, 2025, the Company used the proceeds from the issuance of the New 2029 Notes to fully redeem the Second Lien Notes and therefore the Second Lien Notes were classified as non-current within the condensed consolidated balance sheet as of June 30, 2025.
−Removed: On August 6, 2025, the Company fully redeemed the Senior Subordinated Notes due 2026.
−Removed: The Company is evaluating the accounting treatments associated with these refinancing transactions and the analysis of the financial effect is ongoing.
+Added: Unvested PSUs of 2,201,477 at certain performance targets for each of the three and nine months ended September 30, 2025, were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.
+Added: Unvested PSUs of 1,403,682 at certain performance targets for each of the three and nine months ended September 30, 2024, were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.
+Added: The Company has excluded approximately 21.4 million shares issuable upon conversion of the Existing Exchangeable Notes from the computation of diluted loss per share for each of the three and nine months ended September 30, 2025 because the issuable shares would be anti-dilutive.
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.