What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-23 compared with 2025-02-26 · 753 added, 864 removed, 1225 unchanged (57% of the section changed)

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

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

The Company estimates the future undiscounted

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

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

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

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

In particular, the cash flows were sensitive to significant assumptions such as admissions revenue expectations, long term growth rates, and discount rates.

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

In particular, the cash flows were sensitive to significant assumptions such as the industry outlook, admissions revenue expectations, and long-term revenue growth rates .

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s assessment of the projected undiscounted cash flows to be generated by asset groups, and cash flows used to determine fair value for certain asset groups.

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s assessment of the projected undiscounted cash flows to be generated by the asset groups, and cash flows used to determine fair value of the related asset groups.

This included internal controls over management’s review of the significant assumptions underlying the undiscounted cash flow and fair value determination.

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

To test the significant assumptions described above, we performed audit procedures that included testing the significant assumptions discussed above and the underlying data used by the Company in the analysis.

We compared the significant assumptions used by the Company to current industry and economic trends.

To test the significant assumptions described above, we performed audit procedures that included testing those significant assumptions discussed above and the underlying data used by the Company in the analysis.

We met with individuals outside of the accounting department to obtain information supporting the Company’s forecasts for the industry and its admissions revenues.

We also compared the significant assumptions used by the Company to current industry and economic trends, reviewing analyst and industry publications for new or contrary evidence around the industry outlook and admissions revenue projections.

We performed a sensitivity analysis of the impact of certain assumptions on the estimates and recalculated management’s estimates.

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

Initial Recognition of Exchangeable Notes and Related Features

Description of the Matter

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

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

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

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

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

In July 2025, the Company issued Senior Secured Exchangeable Notes due 2030 (“New Exchangeable Notes”).

The issuance of the New Exchangeable Notes involved bifurcating, and accounting for separately, certain derivatives embedded within the New Exchangeable Notes.

These embedded derivatives included:

1) Interest Reset Feature 2) Principal Adjustment Feature;

3) Contingent Conversion Option;

and 4) Consent Fee Feature.

The fair value of the derivative liability associated with the embedded features was $41.7 million on the date of their issuance.

As discussed in Note 10 to the consolidated financial statements, the Company estimates the fair value of the derivative liability using a combination of Monte Carlo simulations, binomial lattice models, and discounted cash flow models.

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

Auditing the Company’s accounting for the initial identification and valuation of the embedded derivatives was challenging given the complexity of the underlying accounting framework for analyzing the embedded derivatives and the complexity of the underlying methods and models used to measure the fair value of the embedded derivatives, which included certain assumptions that exhibit a higher degree of subjectivity.

How We Addressed the Matter in Our Audit

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

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

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

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

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

require bifurcation.

To test management’s analysis of the embedded features and initial valuation of the bifurcated embedded derivatives described above, we performed audit procedures that included reviewing, with the assistance of professionals in our firm with expertise in this area, the contractual

agreements to understand the nature of the embedded features and the Company’s application of the various provisions of ASC 815 that govern the evaluation of whether embedded features require bifurcation.

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

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

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

/s/ Ernst & Young LLP

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Non-cash NCM exhibitor services agreement

Investment expense (income)

Investment income

Total other expense, net

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December 31, 2023

Other comprehensive loss:

Unrealized foreign currency gain (loss) translation adjustments

Other comprehensive income (loss):

Unrealized foreign currency translation adjustments

Pension adjustments:

Net gain (loss) arising during the period

Other comprehensive loss

Other comprehensive income (loss)

Total comprehensive loss

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Depreciation and amortization

(Gain) loss on extinguishment of debt

Gain on derivative liability

Loss (gain) on extinguishment of debt

Gain on derivatives

Deferred income taxes

Impairment of long-lived assets

Unrealized loss on investments in Hycroft

Amortization of net premium on corporate borrowings to interest expense

Loss (gain) on investments in Hycroft

Impairment of equity security without readily determinable fair value

Amortization of net discount (premium) on corporate borrowings to interest expense

Amortization of deferred financing costs to interest expense

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Gain on disposition of Saudi Cinema Company

Equity in (earnings) loss from non-consolidated entities, net of distributions

Landlord contributions

Deferred rent

Net periodic benefit cost (income)

Equity in earnings from non-consolidated entities, net of distributions

Lease incentives

Non-cash rent benefit

Net periodic benefit cost

Non-cash shareholder litigation expense

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Proceeds from sale of securities

Investments in non-consolidated entities, net

Investment in non-consolidated entities

Net cash used in investing activities

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Net proceeds from equity issuances

Proceeds from issuance of First Lien Notes due 2029

Proceeds from issuance of Odeon Senior Secured Notes due 2027

Proceeds from issuance of Senior Secured Notes due 2029

Proceeds from issuance of Term Loan due 2029

Scheduled principal payments under Term Loan borrowings

Principal payments under First Lien Notes due 2025

Principal payments under First Lien Notes due 2026

Principal payments under First Lien Toggle Notes due 2026

Principal payments under Odeon Term Loan Facility

Principal payments under the Second Lien Notes due 2026

Principal payments under Senior Subordinated Notes due 2024

Principal payments under Senior Subordinated Notes due 2025

Principal payments under Senior Subordinated Notes due 2026

Principal payments under Term Loan due 2026

Principal payments under finance lease obligations

Premium paid to extinguish First Lien Notes due 2025

Premium paid to extinguish First Lien Notes due 2026

Premium paid to extinguish First Lien Toggle Notes due 2026

Premium paid to extinguish Odeon Term Loan Facility

Repurchase of Senior Subordinated Notes due 2025

Scheduled principal payments under Term Loan borrowings

Repurchase of Senior Subordinated Notes due 2025

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Repurchase of Second Lien Notes due 2026

Principal payments under Term Loan due 2026

Cash used to pay deferred financing costs

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Taxes paid for restricted unit withholdings

Cash used to pay dividends

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash

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Schedule of non-cash activities:

Investment in NCM

Construction payables at period end

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Deferred financing costs payable

Extinguishment of 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 in exchange for share issuance (2) Principal only

Extinguishment of 7.5 % First Lien Notes due 2029 in exchange for Senior Secured Notes due 2029 (2)

Extinguishment of 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 in exchange for Senior Secured Exchangeable Notes due 2030 (2) Principal only

Cancellation of Senior Secured Exchangeable Notes due 2030 pursuant to principal adjustment feature (2) Principal only

Extinguishment of Second Lien Notes due 2026 in exchange for share issuance (2)

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

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

Extinguishment of Senior Subordinated Notes due 2025 in exchange for share issuance (2)

Extinguishment of Senior Subordinated Notes due 2026 in exchange for share issuance (2)

Extinguishment of Second Lien Notes due 2026 in exchange for Term Loans due 2029 (2)

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Extinguishment of principal amount of the Second Lien Notes due 2026 in exchange for Exchangeable Notes due 2030 (2)

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

(1) Income taxes paid, net are individually immaterial in each taxing jurisdiction and in the aggregate.

(2) See Note 7—Corporate Borrowings and Finance Lease Liabilities for further information on debt extinguishments and refinancing transactions.

See Notes to Consolidated Financial Statements.

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(In millions, except share and per share data)

Shares (1)(2)

Balance December 31, 2022

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Share issuances

Taxes paid for restricted unit withholdings

Stock-based compensation

Balance December 31, 2022

Other comprehensive loss

Share issuances

Antara Forward Purchase Agreement (2)

AMC Preferred Equity Unit conversion

AMC Preferred Equity Units issuance

( 9,954,065 )

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Balance December 31, 2024

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(1) Share counts have been retroactively adjusted to reflect the effect of the stock split.

Other comprehensive income

Share issuances

Debt for equity exchange

Taxes paid for restricted unit withholdings

Stock-based compensation (3)

Balance December 31, 2025

(1) Share counts have been retroactively adjusted to reflect the effect of the reverse stock split.

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

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

(3) Includes 370,586 Common Stock shares awarded to the Board and 1,302,422 vested Common Stock restricted stock units and performance stock units.

See Notes to Consolidated Financial Statements

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

Stock Split and Reverse Stock Split.

On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Class A common stock (“Common Stock”) outstanding at the close of business August 15, 2022, the record date.

The dividend was paid at the close of business August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date.

Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4.

Reverse Stock Split.

On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock.

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The Company concluded that this change in conversion ratio is analogous to a reverse stock split of the AMC Preferred Equity Units even though the reverse stock split did not have an effect on the number of AMC Preferred Equity Units outstanding.

Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect both the effects of the special dividend as a stock split and the subsequent reverse stock split.

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

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

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

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.

North America box office grosses were down approximately 22 % for the year ended December 31, 2025, compared to the year ended December 31, 2019.

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

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.

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.

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

Such repurchases or exchanges, if any, will be upon such terms and at such prices as it may determine, and will depend on prevailing market conditions, its liquidity requirements, contractual restrictions and other factors.

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

See Note 7—Corporate Borrowings and Finance Lease Liabilities for a summary of debt transactions that occurred during the years ended December 31, 2025, December 31, 2024, and December 31, 2023.

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

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

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

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

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

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

Additionally, the Company has bolstered its liquidity through sales of its Common Stock, see Note 8—Stockholders’ Deficit and Note 14—Subsequent Events for further information on these sales.

Use of Estimates.

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The Company defers 100 % of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded.

The Company recognizes income from non-redeemed or partially redeemed gift cards in proportion to the pattern of rights exercised by the customer (“proportional method”) where it applies an estimated non-redemption rate for its gift card sales channels, which range from 13 % to 19 % of the current month sales of gift cards, and the Company recognizes in other theatre revenues the total amount of expected income for non-redemption for that current month’s sales as income over the next 24 months in proportion to the pattern of actual redemptions.

The Company has determined its non-redeemed rates and redemption patterns using more than 10 years of accumulated data.

The Company also recognizes income from non-redeemed or partially redeemed exchange tickets using the proportional method.

The Company recognizes revenue from non-redeemed or partially redeemed gift cards in proportion to the pattern of rights exercised by the customer (the “Proportional Method”).

The Company estimates the non-redemption rate for its gift card sales and then applies the rates to the current month sales.

The non-redemption rates range from 13 % to 30 %.

The Company recognizes the total amount of expected revenue for non-redemption for that current month’s sales as income over the next one to 36 months in proportion to the pattern of actual redemptions.

The non-redemption revenue is recorded in other theatre revenues.

The Company has used significant amounts of historical data to estimate its non-redemption rates and redemption patterns.

The Company also recognizes revenue from non-redeemed or partially redeemed exchange tickets using the Proportional Method.

In the International markets, certain exchange tickets are subject to expiration dates, which triggers recognition of non-redemption in other revenues.

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During the year ended December 31, 2025, films licensed from the Company’s seven largest movie studio distributors based on revenues accounted for approximately 83 % of our U.S.

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

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

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

In Europe, approximately 76 % of the Company’s box office revenue came from films attributed to our five largest movie distributor groups, which consisted of Disney, Universal, Warner Bros., Paramount, and Sony.

The Company’s revenues attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor’s films in any given year.

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

Exhibitor Services Agreement And Common Unit Adjustment Agreement.

Exhibitor Services Agreement.

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

The advertising contracts with customers generally consist of a series of distinct periods of service, satisfied over time, to provide rights to advertising services.

The Company’s exhibitor services agreement (“ESA”) with National CineMedia, LLC (“NCM”) includes a significant financing component due to the significant length of time between receiving the non-cash consideration and fulfilling the performance obligation.

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

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

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

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

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

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

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

The Company’s exhibitor services agreement with National CineMedia, LLC (“NCM”) includes a significant financing component due to the significant length of time between receiving the non-cash consideration and fulfilling the performance obligation.

On April 17, 2025, NCM and the Company entered into the Second Amended and Restated Exhibitor Services Agreement (the “Amended ESA”).

The term of the Amended ESA has been extended by five years through February 13, 2042.

The Company treated the Amended ESA as a contract modification pursuant to ASC 606 – Revenue from Contracts with Customers .

Accordingly, the Company has allocated the additional consideration received from the contract modification to the exhibitor services agreement contract liability and updated the discount rate used for the significant financing component to 16.12 %.

Prior to the contract modification, the weighted average discount rate used to account for the significant financing component was approximately 7.5 %.

The contract liability will be reclassified to other theatre revenue over the new term of the Amended ESA as the remaining performance obligations are satisfied.

See Note 2—Revenue Recognition for further information regarding the Amended ESA.

Customer Loyalty Programs.

AMC Stubs ® (“Stubs”) is a customer loyalty program in the U.S.

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

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

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

Rewards earned are redeemable on future purchases at AMC locations.

The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions.

Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods.

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

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

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

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

Revenue is recognized ratably over the enrollment period.

The Company offers a range of customer loyalty programs worldwide.

Depending on the specific program, members can earn rewards, receive discounts, and access exclusive offers and services available only to members.

Certain loyalty programs we offer, such as A-List, operate on a subscription model and enable members to watch multiple movies for a recurring fee.

Rewards earned by members are redeemable on future purchases at our locations.

The portion of the admissions and food and beverage revenues attributed to the rewards is deferred.

Upon redemption or expiration, deferred revenues associated with the rewards are recognized as revenues.

The Company estimates reward non-redemption rates using historical information when assigning value to the rewards at the time of sale.

Membership fees, net of estimated refunds, for our paid loyalty programs are initially deferred and allocated to the material rights for discounted or free products and services.

Revenue is recognized as the rights are redeemed based on estimated utilization, over the membership period in admissions, food and beverage, and other revenues.

Membership fees for our subscription programs are recognized ratably over the subscription period in admissions revenue.

Advertising Costs.

The Company expenses advertising costs as incurred and does not have any direct-response advertising recorded as assets.

Advertising costs were $ 22.2 million, $ 43.6 million, and $ 28.0 million for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively, and are recorded in operating expense in the accompanying consolidated statements of operations.

Advertising costs were $ 21.5 million, $ 22.2 million, and $ 43.6 million for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively.

Advertising costs are recorded in operating expense in the accompanying consolidated statements of operations.

Cash and Cash Equivalents.

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As of December 31, 2025, cash and cash equivalents for the U.S.

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

markets and International markets were $ 302.6 million and $ 125.9 million, respectively.

As of December 31, 2024, cash and cash equivalents were $ 513.0 million and $ 119.3 million, respectively.

Restricted Cash.

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.

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 consolidated balance sheet to the total of the amounts in the consolidated statements of cash flows.

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As of December 31, 2025, restricted cash for the U.S.

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

markets and International markets was $ 20.5 million and $ 28.3 million, respectively.

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

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

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

Intangible Assets.

Intangible assets are comprised of management contracts, a trademark, and trade names.

Amortizable intangible assets are being amortized on a straight-line basis over the estimated remaining useful lives of the assets.

The Company evaluates definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable.

Trademark and trade names are considered either definite or indefinite-lived intangible assets.

Indefinite-lived intangible assets are not amortized but rather evaluated for impairment annually or more frequently as specific events or circumstances dictate.

The Company evaluates definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be fully recoverable.

Indefinite-lived intangible assets are not amortized but rather evaluated for impairment annually as of the beginning of the fourth quarter or more frequently if events or circumstances indicate that it is more likely than not that the asset is impaired.

The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test.

There were no intangible asset impairment charges incurred during the years ended December 31, 2025, December 31, 2024, and December 31, 2023.

The Company accounts for its investments in non-consolidated entities using either the cost or equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its consolidated balance sheets.

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

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

The Company accounts for its investments in non-consolidated entities using the equity method when Company’s ownership interest provides the Company with significant influence.

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

The Company classifies gains and losses on sales of investments or impairments accounted for using the cost method in investment expense (income).

Gains and losses on cash sales are recorded using the weighted average cost of all interests in the investments.

Gains and losses related to non-cash negative common unit adjustments are recorded using the weighted average cost of those units in NCM.

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

Derivative Liability.

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

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

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

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

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

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

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

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

Under the equity method, the Company shall recognize its

share of the earnings or losses of an investee.

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

Equity investments without readily determinable fair values are recorded at cost less impairment.

The Company classifies gains and losses on sales of investments or impairments of investments without a readily determinable fair value in investment expense (income).

Investments in non-consolidated entities are presented within other long-term assets in the consolidated balance sheets.

The Company holds common shares and warrants to purchase common shares of Hycroft.

The common shares and warrants are recorded at fair value at each reporting period and unrealized gains and losses are reported in investment expense (income).

In December 2025, the Company sold 2.3 million shares of Hycroft common stock and warrants for 1.3 million shares for $ 24.1 million.

The Company retained warrants to purchase approximately 1 million Hycroft common shares and approximately 64,000 Hycroft common shares.

During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, the Company recorded realized and unrealized losses (gains) related to the investments in Hycroft of $( 34.4 ) million, $ 2.9 million, and $ 12.6 million, respectively in investment income.

On December 30, 2022, the Company entered into an agreement to sell its 10.0 % investment in Saudi Cinema Company LLC for SAR 112.5 million ($ 30.0 million), and on January 24, 2023, the Saudi Ministry of Commerce recorded the sale of equity and the Company received the proceeds on January 25, 2023.

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

Related Party Transactions.

The Company conducts business with certain of its equity method investees in the ordinary course of business.

Transactions primarily relate to advertising revenue and film exhibition costs for film rent.

The Company recorded related party advertising revenue of $ 26.9 million, $ 26.7 million, and $ 28.6 million during the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively.

The Company recorded related party film exhibition costs of $ 17.5 million, $ 29.6 million, and $ 17.5 million during the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively.

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

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

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

The binomial lattice models consist of simulated Common Stock prices from the valuation date to the maturity of the Existing Exchangeable Notes and New Exchangeable Notes.

The 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 the discount yield.

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

The Company recorded other income related to the change in fair value of the derivatives of $( 37.4 ) million and $( 75.8 ) million as of December 31, 2025 and December 31, 2024, respectively.

See Note 7—Corporate Borrowings and Finance Lease Obligations and Note 10—Fair Value Measurements for further discussions regarding the Company’s derivatives.

The Company’s recorded goodwill was $ 2,416.1 million and $ 2,301.1 million as of December 31, 2025 and December 31, 2024, respectively.

Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings on August 30, 2012 and subsequent theatre business acquisitions.

The Company evaluates goodwill at its two reporting units (Domestic Theatres and International Theatres).

Also, the Company evaluates goodwill and its indefinite-lived trademark and trade names for impairment annually as of the beginning of the fourth quarter and any time an event occurs or circumstances change that would more likely than not reduce the fair value for a reporting unit below its carrying amount.

In accordance with ASC 350-20-35-30, goodwill of a reporting unit shall be tested for impairment between annual tests by assessing the qualitative factors to determine if an event occurs or changes in circumstances that would warrant an interim ASC 350 impairment analysis.

If an impairment analysis is needed, the Company performs a quantitative impairment test for goodwill, which involves estimating the fair value of the reporting unit and comparing that value to its carrying value.

Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets resulting from the acquisition of Holdings on August 30, 2012 and subsequent business combinations.

The Company has assigned goodwill to two reporting units (Domestic Theatres and International Theatres).

The Company performs a qualitative assessment of goodwill at least annually as of the beginning of the fourth quarter or more frequently if events or circumstances indicate that it is more likely than not that the fair value for a reporting unit is less than its carrying amount, including goodwill.

The Company will perform a quantitative impairment test of goodwill if the qualitative assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

The quantitative impairment test of goodwill involves estimating the fair value of the reporting unit and comparing that value to its

carrying value.

If the estimated fair value of the reporting unit is less than its carrying value, the difference is recorded as goodwill impairment charge, not to exceed the total amount of goodwill allocated to that reporting unit.

Qualitative impairment tests .

The Company performed a qualitative impairment test to evaluate whether it is more likely than not that the fair value of each reporting unit was less than their respective carrying amount as of its annual assessment date, October 1st.

The Company concluded that it was not more likely than not that the fair value of either of the Company’s two reporting units had been reduced below their respective carrying amounts at the annual assessment date for 2023 or 2024.

The Company concluded that there were no triggering events that had occurred between the annual assessment date and December 31, 2024.

Other Long-term Assets.

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

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

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

Accounts Payable.

Under the Company’s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet.

The change in book overdrafts is reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts.

The amount of these checks included in accounts payable as of December 31, 2024 and December 31, 2023 was $ 0.1 million and $ 3.0 million, respectively.

The Company performed qualitative assessments as of October 1, 2025 and October 1, 2024 and concluded that it was not more likely than not that the fair value of either of the Company’s two reporting units was less than their respective carrying amounts.

The Company also concluded that there were no triggering events requiring additional assessments that had occurred between October 1, 2025 and December 31, 2025 and October 1, 2024 and December 31, 2024, respectively.

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

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

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

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

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

Operating lease right-of-use assets and lease liabilities were recorded at commencement date based on the present value of minimum lease payments over the remaining lease term.

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

The Company often receives incentives from lessors to assist with renovations at existing locations.

The Company records the incentives received from the lessors as an adjustment to the right-of-use asset which results in a reduction to lease costs over the lease term.

Operating lease cost for theatre properties are recorded as rent expense in the consolidated statements of operations, except when the lease costs pertain to periods before a theatre opens or after it closes;

in those cases, the costs are recorded to operating expense.

Operating lease cost for equipment leases is recorded in operating expense in the consolidated statements of operations.

The operating lease cost relating to the fixed lease payments is recorded on a straight-line basis over the lease term.

Finance lease cost for both theatre properties and equipment are recorded as finance lease interest and depreciation and amortization in the consolidated statements of operations.

Lease right-of-use assets and lease liabilities are recorded at the lease commencement date based on the present value of minimum lease payments over the remaining lease term.

The minimum lease payments include base rent and other fixed payments, including fixed maintenance costs.

The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term.

Operating lease expense is recorded on a straight-line basis over the lease term.

The present value of the lease payments is calculated using the incremental borrowing rate, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term.

The Company elected the practical expedient to not separate lease and non-lease components and also elected the short-term practical expedient for all leases that qualify.

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Impairment of Long-lived Assets.

The Company reviews long-lived assets, including definite-lived intangibles and theatre assets (including operating lease right-of-use assets) whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable.

The Company identifies impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use.

The Company reviews long-lived assets, including definite-lived intangibles, theatre assets (including operating lease right-of-use assets), and internal-use software whenever events or changes in circumstances indicate that the carrying amount of the asset or asset group may not be fully recoverable.

The Company evaluates events or circumstances, including competition in the markets where it operates, that would indicate the carrying value of the asset groups may not be fully recoverable.

If an event or circumstance is identified indicating carrying value may not be recoverable, the sum of future undiscounted cash flows is compared to the carrying value.

If an event or circumstance is identified that indicates the carrying value may not be recoverable, the sum of future undiscounted cash flows is compared to the carrying value.

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

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

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

The Company evaluates theatres using historical and projected data of theatre level cash flow as its primary indicator of potential impairment and considers the seasonality of its business when making these evaluations.

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

Management believes that individual theatres are the lowest level for which there are identifiable cash flows and therefore each individual theatre represents an asset group.

The Company evaluates theatre asset groups for recoverability using projected data of theatre level cash flow as its primary indicator of potential impairment, giving consideration to the seasonality of its business when making these evaluations.

The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows, adjusted as necessary for market participant factors.

There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s theatres and other long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy, see Note 12 — Fair Value Measurements.

The following table summarizes the Company’s impairments for the years ended December 31, 2024, December 31, 2023, and December 31, 2022:

There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s theatres and other long-lived assets.

Actual future cash flows could vary significantly from such

The estimated future cash flows are considered Level 3 inputs within the fair value measurement hierarchy, see Note 10 — Fair Value Measurements for further information.

The following table summarizes the Company’s impairments, including impairments of equity investments, for the years ended December 31, 2025, December 31, 2024, and December 31, 2023:

(In millions)

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Impairment of long-lived assets

Impairment of other assets recorded in investment expense (income)

Impairment of equity investments recorded in investment income

Total impairment loss

During the year ended December 31, 2025, the Company recorded non-cash impairment of long-lived assets of $ 28.0 million on 47 theatres in the U.S.

markets with 469 screens (in Alabama, California, Florida, Illinois, Indiana, Massachusetts, Michigan, Minnesota, New Jersey, New York, Pennsylvania, Texas, Virginia, and Washington) and $ 20.4 million on 23 theatres in the International markets with 188 screens (in Germany, Italy, Spain, and the UK), which were related to property, net and operating lease right-of-use assets, net.

markets with 560 screens (in Alabama, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Louisiana, Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington, and Wisconsin) and $ 15.5 million on 20 theatres in the International markets with 159 screens (in Germany, Italy, Spain, Sweden, and the United Kingdom), which were related to property, net and operating lease right-of-use assets, net.

In addition, during the year ended December 31, 2025, the Company recorded impairment losses of $ 10.3 million within investment income related to an equity investment without a readily determinable fair value in the U.S.

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

markets with 469 screens and $ 20.4 million on 23 theatres in the International markets with 188 screens, which were related to property, net and operating lease right-of-use assets, net.

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

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

markets with 738 screens and $ 57.7 million on 57 theatres in the International markets with 488 screens, which were related to property, net and operating lease right-of-use assets, net.

In addition, during the year ended December 31, 2023, the Company recorded impairment losses of $ 1.0 million within investment income, related to an equity investment without a readily determinable fair value in the U.S.

Foreign Currency Translation.

Operations outside the United States are generally measured using the local currency as the functional currency.

Assets and liabilities are translated at the rates of exchange at the balance sheet date.

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

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

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

If the Company substantially liquidates its investment in a foreign entity, any gain or loss on currency translation or transaction balance recorded in accumulated other comprehensive loss is recorded as part of a gain or loss on disposition.

Assets and liabilities are translated to U.S.

dollars using exchange rates as of the balance sheet date.

Income and expense items are translated using average exchange rates.

The foreign currency translation adjustments are a separate component of accumulated other comprehensive income (loss).

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

Upon substantial liquidation of an investment in a foreign entity, the related foreign currency translation adjustment in accumulated other comprehensive income (loss) is reclassified into earnings as part of the gain or loss on disposition.

Contingencies.

The Company, in the normal course of business, is a party to various ordinary course claims from vendors (including food and beverage suppliers and film distributors), landlords, competitors, and other legal proceedings.

If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another.

As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary.

Management believes that the ultimate outcome of such matters discussed below, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations.

However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur.

An unfavorable outcome might include monetary damages.

If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.

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.

Employee Benefit Plans.

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

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

and frozen defined benefit pension plans in the United Kingdom and Sweden.

The Company also sponsors various defined contribution plans.

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Aggregated fair value of plan assets at end of period

Net (liability) asset for benefit cost - funded status

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

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

Net asset (liability) for benefit cost - funded status

All pension plans are frozen;

therefore, aggregated accumulated benefit obligations are equal to aggregated projected benefit obligations as of December 31, 2025 and December 31, 2024, respectively.

The Company expects to contribute $ 3.0 million to the U.S.

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For further information, see Note 12—Accumulated Other Comprehensive Loss for pension amounts and activity recorded in accumulated other comprehensive loss.

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

For the years ended December 31, 2025, December 31, 2024, and December 31, 2023, net periodic benefit costs were $ 1.2 million, $ 1.8 million, and $ 1.4 million, respectively.

The non-operating component of net periodic benefit costs is recorded in other expense (income) in the consolidated statements of operations.

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(1) to preserve the value of its principal;

(2) to maximize a real long-term return with respect to the plan assets consistent with minimizing risk;

(2) to maximize a real long-term return with respect to the plan assets consistent with

minimizing risk;

(3) to achieve and maintain adequate asset coverage for accrued benefits under the plan;

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investment portfolio, 95 % were valued using the net asset value per share (or its equivalent) as a practical expedient and 5 % of the investment included pooled separate accounts valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy).

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

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

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

As of December 31, 2025, for the International investment portfolio, 8 % consisting of cash and equivalents was valued using quoted market prices from actively traded markets (Level 1 of the fair value hierarchy), 38 % was an insurance contract whose value has been set equal to the present value of the related benefit obligation (Level 3 of the fair value hierarchy), and 54 % were valued using the net asset value per share (or its equivalent) as a practical expedient.

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

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

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

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

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

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

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

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

and Internationally.

In June 2025, the UK government announced it will introduce legislation to give pension plans the ability to retrospectively obtain written actuarial confirmations that historic benefit changes met the necessary standards.

This therefore provides clarity around plan liabilities and member benefit levels.

On September 1, 2025, the UK government published the bill with these amendments.

This legislation will not be in place until it has received royal assent, which is expected to occur in 2026.

The Company will continue to monitor this change in legislation and assess any further reviews and potential retrospective confirmation with the trustees in due course.

The Company sponsors various defined contribution plans worldwide which include company match features.

The expense related to defined contribution plans for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, was $ 11.7 million, $ 10.5 million, and $ 9.8 million, respectively.

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This method gives consideration to the future tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of enactment.

Holdings and its domestic subsidiaries file a consolidated U.S.

Holdings and its U.S.

subsidiaries file a consolidated U.S.

federal income tax return and combined income tax returns in certain state jurisdictions.

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

During the year ended December 31, 2025, the Company recognized government assistance in other expense (income) of $ 10.8 million related to cash grants received in the International markets to support businesses impacted by the COVID-19 pandemic.

The Company concluded all grant criteria had been met and that the likelihood of recapture was remote, therefore the entire award has been recognized.

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

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

During the year ended December 31, 2022, the Company recognized government assistance in other income of $ 25.8 million, primarily related to grants in the International markets.

The general requirements of the grants were that the grantees must have lost income due to the COVID-19 pandemic.

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

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

During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, the Company was awarded $ 0.0 million, $ 9.7 million and $ 10.0 million, respectively, of tax credits in our International markets that have been or will be utilized to offset employer payroll tax or value-added tax liabilities.

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

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

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

Other Expense (Income):

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December 31, 2023

Credit income related to contingent lease guarantees

Governmental assistance - International markets

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Foreign currency transaction (gains) losses

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

Loss on extinguishment - First Lien Notes due 2025

Loss on extinguishment - First Lien Notes due 2026

Loss on extinguishment - First Lien Toggle Notes due 2026

Non-operating components of net periodic benefit cost

Gain on extinguishment - Second Lien Notes due 2026

Loss on extinguishment - Senior Subordinated Notes due 2025

Gain on extinguishment - Senior Subordinated Notes due 2026

Gain on extinguishment - Senior Subordinated Notes due 2027

Loss on extinguishment - Odeon Term Loan Facility

Term Loan modification - third party fees

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

Equity in (earnings) loss of non-consolidated entities

Loss (gain) on extinguishment - Senior Subordinated Notes due 2026

Loss on extinguishment - 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030

Loss on extinguishment - 7.5 % First Lien Notes due 2029

Term Loan modifications - third party fees

Increase in fair value of bifurcated embedded derivative liability - Senior Secured Exchangeable Notes due 2030

Decrease in fair value of bifurcated embedded derivative liability - 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030

Equity in earnings of non-consolidated entities

Derivative stockholder settlement (1)

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Business interruption insurance recoveries

Other expense (income)

Total other expense (income)

(1) The Company received $ 14.0 million as a result of a derivative stockholder settlement which was recorded as other income during the year ended December 31, 2023.

(2) The Company recorded a $ 110.2 million charge for the settlement of shareholder litigation during the year ended December 31, 2023.

The Company recorded other income related to recoveries of insurance claims associated with the shareholder litigation of $ 3.8 million and $ 40.2 million during the years ended December 31, 2025 and December 31, 2024, respectively.

(3) The Company executed an agreement to collect $ 37.5 million as a resolution of a dispute with a vendor.

The proceeds, net of legal costs, were recorded to other income during the year ended December 31, 2024.

Accounting Pronouncements Recently Adopted

Segment Reporting .

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

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

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

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

Accounting Pronouncements Issued Not Yet Adopted

Income Tax Disclosures.

In December 2023, the FASB issued ASC 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (“ASU 2023-09”).

In December 2023, the Financial Accounting Standards Bord (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (“ASU 2023-09”).

The amendments in ASU 2023-09 require entities to disclose on an annual basis (1) specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold.

The amendments would also require that entities disclose various information about income taxes paid and (1) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and (2) foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.

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

The amendments also require that entities disclose various information about income taxes paid and (1) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and (2) foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.

The Company adopted the new standard during the fourth quarter of 2025 on a full retrospective basis and recast certain prior period amounts and disclosures to conform to current year presentation.

See Note 9—Income Taxes for the required disclosure information resulting from ASU 2023-09.

Accounting Pronouncements Issued Not Yet Adopted

Disaggregation of Income Statement Expenses.

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

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

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

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

The Company is currently evaluating the effect that ASU 2024-03 will have on its consolidated financial statements.

Induced Conversions of Convertible Debt Instruments.

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

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

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

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

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

The Company is currently evaluating the effect that ASU 2024-04 will have on its consolidated financial statements.

Internal-Use Software.

In September 2025, the 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.

ASU 2025-06 removes references to prescriptive and sequential software development stages and replaces them with a probable-to-complete recognition threshold.

ASU 2025-06 also clarifies which disclosures apply to capitalized internal-use software costs.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those reporting periods.

Early adoption at the beginning of a fiscal year is permitted.

The Company is currently evaluating the effect that ASU 2025-06 will have on its consolidated financial statements.

Derivatives Scope Refinements and Share-Based Noncash Consideration.

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.

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.

ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those reporting periods.

Early adoption is permitted.

The Company is currently evaluating the effect that ASU 2025-07 will have on its consolidated financial statements.

Accounting for Government Grants.

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities (Topic 832) (“ASU 2025-10”), which establishes the accounting for a government grant received by a business entity, including guidance for a grant related to an asset and a grant related to income.

ASU 2025-10 adds guidance on Topic 832 on the recognition, measurement, and presentation of government grants.

ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The Company is currently evaluating the impact of ASU 2025-10 on its consolidated financial statements.

Interim Reporting Narrow-Scope Improvements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements (“ASU 2025-11”).

The amendments in ASU 2025-11 clarify interim disclosure requirements and the applicability of Topic 270.

The amendments in ASU 2025-11 also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements.

NOTE 2—REVENUE RECOGNITION

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Food and beverage revenues (2)

Other theatre revenues (2)

Reclassification to revenue as the result of performance obligations satisfied:

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(2) Amount of rewards accumulated, net of expirations, that are attributed to loyalty programs.

(3) Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, and loyalty programs.

(3) Amount of revenue recognized from redemption of gift cards, exchange tickets, movie tickets, and rewards related to loyalty programs.

(4) Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, subscription membership fees, and loyalty programs membership fees.

The significant changes to contract liabilities included in the ESA in the consolidated balance sheets are as follows:

The significant changes to contract liabilities included in the exhibitor services agreement in the consolidated balance sheets are as follows:

Exhibitor Services

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Balance December 31, 2023

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

Other theatre revenue recognized, net of adjustments, as performance obligations are satisfied

Balance December 31, 2024

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

Contract modification consideration (1)

Other theatre revenue recognized as performance obligations are satisfied

Balance December 31, 2025

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

The deferred revenues are being amortized to other theatre revenues over the remainder of the 30 -year term of the ESA ending in February 2037.

(1) The exhibitor services agreement contract liability relates to 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.

On April 17, 2025, NCM entered into the Amended ESA with the Company.

The term of the Amended ESA has been extended by five years through February 13, 2042.

The Company treated the Amended ESA as a contract modification pursuant to ASC 606 – Revenue from Contracts with Customers .

Accordingly, the Company has allocated the additional consideration received from the contract modification to the exhibitor services agreement contract liability and updated the discount rate used to account for the significant financing component to 16.12 % .

Prior to the contract modification, the weighted average discount rate used to account for the significant financing component was approximately 7.5 % .

The contract liability will be reclassified to other theatre revenue over the new term of the Amended ESA as the remaining performance obligations are satisfied.

NCM Bankruptcy.

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Bankruptcy Code in the Southern District of Texas.

NCM is the in-theatre advertising provider for the majority of the Company’s theatres in the United States.

Under the Chapter 11 plan of reorganization, which became effective on August 7, 2023 (the “Plan”), NCM has assumed its agreements with the Company.

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

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

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

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

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

The Chapter 11 plan of reorganization became effective on August 7, 2023 (the “Plan”).

The Company appealed certain terms of the Plan and rulings of the bankruptcy court with the United States District Court for the Southern District of Texas, which affirmed the rulings of the bankruptcy court, and subsequently with the United States Court of Appeals for the Fifth Circuit.

On April 17, 2025, concurrently with entering into the Amended ESA, NCM and the Company reached an agreement to, among other things, dismiss with prejudice the ongoing litigation between the parties.

Transaction Price Allocated to the Remaining Performance Obligations.

The following table includes the amount of NCM ESA, included in exhibitor services agreement in the Company’s consolidated balance sheets, that is expected to be recognized as revenues in the future related to performance obligations that are unsatisfied as of December 31, 2024:

The following table includes the amount of the exhibitor services agreement contract liability that is expected to be recognized as revenues in the future related to performance obligations that are unsatisfied as of December 31, 2025:

(In millions)

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The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income as of December 31, 2025 was $ 341.8 million.

This will be recognized as revenues as the gift cards and exchange tickets are redeemed or as the non-redeemed gift card and exchange ticket revenues are recognized in proportion to the pattern of actual redemptions, which is estimated to occur over the next 24 months .

This will be recognized as revenues as the gift cards and exchange tickets are redeemed, as the estimated non-redeemed gift card and exchange ticket revenues are recognized in proportion to the pattern of actual redemptions which is estimated to occur over the next one to 36 months , or as the gift cards or exchange tickets expire.

Loyalty Programs.

As of December 31, 2024, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income was $ 79.3 million.

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

As of December 31, 2025, the amount of deferred revenues related to loyalty programs included in deferred revenues and income was $ 94.4 million.

The earned points will be recognized as revenue as the points are redeemed or expire.

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

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Interest expense

Variable lease cost

Variable operating and finance lease cost

Theatre properties

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Financing cash flows used in finance leases

Landlord contributions:

Lease incentives:

Operating cash flows provided by operating leases

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Total operating and finance lease liabilities, respectively

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

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

As of December 31, 2025, the Company had signed an operating lease agreement for one theatre that has not yet commenced.

The lease has a 10 year term and total lease payments of approximately $ 7.1 million.

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

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NOTE 4— PROPERTY

A summary of property is as follows:

A summary of property, net is as follows:

(In millions)

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accumulated depreciation

Property leased under finance leases:

Building and improvements

Finance lease right-of-use assets:

Buildings, improvements, and equipment

accumulated depreciation and amortization

Property, net

Property is recorded at cost or fair value, in the case of property resulting from acquisitions.

The Company uses the straight-line method in computing depreciation and amortization for financial reporting purposes.

The estimated useful lives for leasehold improvements and buildings subject to a ground lease reflect the shorter of the expected useful lives of the assets or the base terms of the corresponding lease agreements for these leases for assets placed in service subsequent to the lease inception.

The estimated useful lives are as follows:

The estimated useful lives for leasehold improvements and buildings subject to a ground lease reflect the shorter of the expected useful lives of the assets or the remaining lease terms of the corresponding lease agreements.

The estimated useful lives of each major class of depreciable assets are as follows:

Buildings and improvements

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Expenditures for additions (including interest during construction) and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred.

The cost of assets retired or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the accounts in the year of disposal.

The cost of assets retired or otherwise

disposed of and the related accumulated depreciation and amortization are eliminated from the accounts in the year of disposal.

Gains or losses resulting from property disposals are included in operating expense in the accompanying consolidated statements of operations.

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Balance December 31, 2025

Detail of other intangible assets is presented below:

Detail of non-amortizing intangible assets is presented below:

(In millions)

December 31, 2025

December 31, 2024

(In millions)

Amortizable intangible assets:

Management contracts

Starplex trade name

Total, amortizable

Non-amortizing intangible assets:

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Nordic trade names

Total, unamortizable

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

(In millions)

December 31, 2024

December 31, 2023

December 31, 2022

Recorded amortization

NOTE 6—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 % voting control, and are recorded in the consolidated balance sheets in other long-term assets.

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

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

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

motion picture theatres and 61 theatres in Europe.

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

Investment in Hycroft

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

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

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

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

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

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

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

NCM Transactions

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

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

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

See Note 1 — The Company and Significant Accounting Policies and Note 2 — Revenue Recognition for further information regarding CUA and ESA.

DCIP Transactions

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

Summary Financial Information

Investments in non-consolidated affiliates accounted for under the equity method as of December 31, 2024, include interests in Hycroft, SV Holdco, DCM, AC JV, DCDC, 61 theatres in Europe, four U.S.

motion picture theatres, and other immaterial investments.

Condensed financial information of the Company’s non-consolidated equity method investments is shown below with amounts presented under U.S.

(In millions)

December 31, 2024

December 31, 2023

Current assets

Noncurrent assets

Current liabilities

Noncurrent liabilities

Total liabilities

Stockholders’ deficit

Liabilities and stockholders’ deficit

The Company’s recorded investment

Condensed financial information of the Company’s non-consolidated equity method investments is shown below and amounts are presented under U.S.

GAAP for the periods of ownership by the Company:

(In millions)

Operating costs and expenses

Related Party Transactions

The Company recorded the following related party transactions with equity method investees:

(In millions)

December 31, 2024

December 31, 2023

Due from DCM for on-screen advertising revenue

Loan receivable from DCM

Due to AC JV for Fathom Events programming

Loan receivable from Vasteras

Due from Capa for on-screen advertising revenue

Due to Vasteras

theatre partnerships

(In millions)

Consolidated Statements of Operations

December 31, 2024

December 31, 2023

December 31, 2022

DCM screen advertising revenues

Other revenues

DCDC content delivery services

Operating expense

Gross exhibition cost on AC JV Fathom Events programming

Film exhibition costs

Screenvision screen advertising revenues

Other revenues

Capa advertising revenues

Other revenues

Total non-amortizing intangible assets

Amortizing intangible assets had carrying values of $ 0.6 million and $ 1.4 million as of December 31, 2025 and December 31, 2024, respectively.

NOTE 6—SUPPLEMENTAL BALANCE SHEET INFORMATION

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Investments in real estate

Deferred financing costs revolving credit facility

Investments in equity method investees

Computer software

Investment in common stock

Investments in equity securities without readily determinable fair values

Pension asset

Investment in Hycroft common stock (1)

Investment in Hycroft warrants (1)

Accrued expenses and other liabilities:

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Other long-term liabilities:

Lease incentive obligations

Casualty claims and premiums

Contingencies

(1) The equity method investment in Hycroft and related warrants are measured at fair value.

See Note 6—Investments and Note 12—Fair Value Measurements for further information regarding the investment in Hycroft.

NOTE 7—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

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Secured Debt:

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

Credit Agreement-Term Loans due 2029 ( 10.731 % as of December 31, 2025 and 11.356 % as of December 31, 2024)

12.75 % Odeon Senior Secured Notes due 2027

7.5 % First Lien Notes due 2029

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

Senior Secured Exchangeable Notes due 2030 ( 1.5 % cash interest)

Senior Secured Notes due 2029 ( 9.0 % cash interest & 6.0 % PIK interest as of December 31, 2025)

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

Subordinated Debt:

7.5 % First Lien Notes due 2029

Unsecured/Retired Debt:

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

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

5.75 % Senior Subordinated Notes due 2025

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Finance lease liabilities

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

Accrued paid-in-kind interest

Deferred financing costs

Net premium (discount) (1)

Derivative liability - Conversion Option

Net discount (1)

Bifurcated embedded derivative – Senior Secured Exchangeable Notes due 2030

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

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Total noncurrent carrying value of corporate borrowings and finance lease liabilities

(1) The following table provides the net premium (discount) amounts of corporate borrowings:

(1) The following table provides the net discount amounts of corporate borrowings:

(In millions)

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

Senior Secured Credit Facility-Term Loan due 2026

12.75 % Odeon Senior Secured Notes due 2027

Senior Secured Notes due 2029

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

Net premium (discount)

The following table provides the principal payments required and maturities of corporate borrowings as of December 31, 2025:

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Debt Repurchases and Exchanges

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

The table below summarizes the various cash debt repurchase transactions during the year ended December 31, 2025.

It does not include the 2025 Refinancing Transactions described in further detail below.

Aggregate Principal

Reacquisition

(Gain)/Loss on

Accrued Interest

(In millions)

Extinguishment

5.75 % Senior Subordinated Notes due 2025

The total carrying value of the debt extinguished in the above transactions during the year ended December 31, 2025 was $ 1.3 million.

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

The debt for equity exchange transactions were treated as early extinguishments of debt.

In accordance with ASC 470-50-40-3, the reacquisition price of the extinguished debt was determined to be the fair value of the Common Stock exchanged.

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

It does not include the 2024 Refinancing Transactions described further below.

Aggregate Principal

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Total debt repurchases and exchanges

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

The total carrying value of the debt extinguished in the above transactions during the year ended December 31, 2024 was $ 418.2 million.

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

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

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Total debt repurchases and exchanges

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

Aggregate Principal

Reacquisition

Accrued Interest

(In millions, except for share data)

Extinguishment

Second Lien Notes due 2026

6.125 % Senior Subordinated Notes due 2027

Total debt repurchase transactions

Refinancing Transactions

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

In connection with the refinancing on the Closing Date:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(In millions)

Fair value of Exchangeable Notes due 2030

Fair value of Conversion Option

Fair value of New Term Loans due 2029

PIK fee paid to Second Lien Lenders

Cash fee paid to Second Lien Lenders

Second Lien Notes consideration

Principal Second Lien Notes

Premium Second Lien Notes

Carrying value Second Lien Notes

Loss on extinguishment of Second Lien Notes

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

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

Exchangeable Notes

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

The total carrying value of the debt extinguished in the above transactions during the year ended December 31, 2023 was $ 376.1 million.

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

Carrying Value

at Issuance on

(Increase) Decrease to

July 22, 2024

(In millions)

December 31, 2024

Net Earnings (Loss)

Extinguishment (1)

December 31, 2025

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Accrued paid-in-kind interest

Derivative liability

Bifurcated embedded derivative

Carrying value

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) For more information on the loss on extinguishment see the 2025 Refinancing Transactions section below.

The Existing Exchangeable Notes have an effective interest rate of 15.12 %.

Senior Secured Exchangeable Notes due 2030

Carrying Value

Principal Cancellation

Carrying Value

(Increase) Decrease to

& Interest Adjustment

(In millions)

Net Earnings (Loss)

December 31, 2025

Principal balance

Debt issuance costs

Bifurcated embedded derivative

Carrying value

The New Exchangeable Notes have an effective interest rate of 17.0 %.

2025 Refinancing Transactions

On July 1, 2025, the Company and Muvico entered into a Transaction Support Agreement (the “Transaction Support Agreement”) providing for a series of refinancing transactions (the “2025 Refinancing Transactions”).

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”).

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.

On July 24, 2025 (the “2025 Transactions Closing Date”), the Company and Muvico completed the 2025 Refinancing Transactions as contemplated by the Transaction Support Agreement.

In connection with the 2025 Refinancing Transactions, on the 2025 Transactions Closing Date:

● 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”).

● 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.

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”).

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.

● 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.

The Consenting Term Loan Lenders were paid consent fees of approximately $ 22.3 million.

● 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.

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.

At the 2025 Annual Meeting, our stockholders approved an amendment to the Company’s Certificate of Incorporation for the Authorized Share Increase (the “Required Shareholder Approval”) which allowed for the New Exchangeable Notes to become exchangeable and lowered the interest rate to 1.5 % cash interest per annum.

The Authorized Share increase also allowed for a $ 15.0 million consent fee payable to Consenting Existing Exchangeable Noteholders to be payable in the form of shares of Common Stock, based on a price determined based on the average of the daily volume weighted average price of our Common Stock for the sixty consecutive trading days commencing on December 22, 2025.

On December 22, 2025, the Company and the holders of the New Exchangeable Notes agreed to amend the New Exchangeable Notes Indenture to amend and restate the Exchange Rate and allow for up to $ 150.0 million of net proceeds from sales of at-the-market offerings.

The amendments were memorialized in a supplemental indenture dated January 12, 2026 (the “New Exchangeable Notes Supplemental Indenture”).

As consideration for the indenture amendments the Company will pay the New Exchangeable Noteholders a consent fee of $ 6.25 million payable in shares of Common Stock.

The number of shares will be based on the average of the daily volume weighted average price of our Common Stock for the sixty consecutive trading days commencing on December 22, 2025.

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, and the Credit Agreement Amendment (as defined herein).

New 2029 Notes Indenture

Interest, Guarantees and Security

The New 2029 Notes were issued pursuant to an indenture (the “New 2029 Notes Indenture”), dated as of the 2025 Transactions 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”).

The New 2029 Notes 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.

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.

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.

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.

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, and their guarantor subsidiaries under the Existing Exchangeable Notes Indenture (as defined herein) and AMC Theatres of UK Limited (together with Centertainment and such guarantor subsidiaries, collectively, the “Muvico Group Guarantors”;

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.

Covenants and Events of Default

The New 2029 Notes Indenture contains covenants that limit the ability of Muvico, the Company and its subsidiaries to, among other things:

(i) incur additional indebtedness or guarantee indebtedness;

5 unchanged sentences

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

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

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

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

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

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

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

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.

New Exchangeable Notes Indenture

Interest, Guarantees and Security

The New Exchangeable Notes were issued pursuant to an indenture (the “New Exchangeable Notes Indenture”), dated as of the 2025 Transactions 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”).

The New Exchangeable Notes initially bore interest at a rate per annum of 6.00 % cash interest and 2.00 % PIK interest.

Once the Required Shareholder Approval was obtained on December 10, 2025 (the “Interest Adjustment Date”), the interest rate was decreased, from and after the Interest Adjustment Date, to 1.50 % cash interest (and no PIK interest) per annum payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025.

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.

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.

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 Existing 1L 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.

Exchange Mechanics;

Fundamental Change;

The New Exchangeable Notes are 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.

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;

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 (as defined in the New Exchangeable Notes Indenture) 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.

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.

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 “New Exchangeable Notes Soft Call Notice”).

Any such New Exchangeable Notes 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 New Exchangeable Notes Soft Call Notice.

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

On December 22, 2025, the Company and the holders of the New Exchangeable Notes agreed to amend the Exchange Rate which was memorialized in the New Exchangeable Notes Supplemental Indenture.

The New Exchangeable Notes Supplemental Indenture also increases the limit on at-the-market offerings to $ 150.0 million of aggregate net proceeds.

As consideration for the indenture amendments the Company will pay the New Exchangeable Noteholders a consent fee of $ 6.25 million payable in shares of Common Stock.

The number of shares will be based on the average of the daily volume weighted average price of our Common Stock for the sixty consecutive trading days commencing on December 22, 2025.

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;

(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;

and (iv) on or after July 22, 2029, zero .

Muvico, at its option, will be entitled to pay the New Exchangeable Notes 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.

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).

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 $ 190.0 million.

Covenants and Events of Default

The New Exchangeable Notes Indenture contains covenants that limit the ability of Centertainment and Muvico and their future respective subsidiaries to, among other things:

(i) incur additional indebtedness or guarantee indebtedness;

(ii) create liens;

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

(iv) make investments;

(v) enter into transactions with its affiliates;

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

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

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

The New Exchangeable Notes Indenture also incorporates the other restrictive covenants contained in the New 2029 Notes Indenture.

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.

Embedded Derivatives

The New Exchangeable Notes contained a feature that would increase or decrease the interest rate on December 10, 2025, depending on the outcome of the Required Shareholder Approval (the “Interest Reset Feature”).

The Company bifurcated the Interest Reset Feature as:

(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;

(ii) the host debt instrument is not remeasured at fair value but

rather, is measured at amortized cost;

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

The Company will pay a consent fee to an ad hoc group of creditors, in the form of $ 21.3 million payable in shares of Common Stock, based on a price determined during the sixty consecutive trading days commencing December 22, 2025 (the “Consent Fee Feature”).

The Consent Fee Feature was also bifurcated for the same reasons as the Interest Reset Feature.

The Company also bifurcated the Principal Adjustment Feature as:

(i) the economic characteristics and risks were 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;

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

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

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

The Company bifurcated the Contingent Conversion Option from the host contract as:

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

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

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

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.

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.

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.

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.

The Interest Reset Feature was recorded at fair value and transferred to the carrying value of the New Exchangeable Notes after the receipt of the Required Shareholder Approval on December 10, 2025.

See Note 10–Fair Value Measurements for a discussion of the valuation methodologies.

Credit Agreement Amendment

On the 2025 Transactions 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.

Pursuant to the Credit Agreement Amendment, certain covenants were amended to permit the consummation of the 2025 Refinancing 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).

Intercreditor Agreements

A&R First Lien/Second Lien Centertainment Group Intercreditor Agreement

On the 2025 Transactions 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 “A&R First Lien/Second Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the Credit Agreement Collateral Agent, the Existing 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.

Existing First Lien Restricted Group Intercreditor Joinder Agreement

On the 2025 Transactions 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.

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.

First Lien/Intermediate Lien Centertainment Group Intercreditor Agreement

On the 2025 Transactions 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.

1.25 Lien/1.5 Lien Centertainment Group Intercreditor Agreement

On the 2025 Transactions 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.

Supplemental Indentures

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.

Among other things, the Supplemental Indenture makes amendments to the indenture to permit the 2025 Refinancing Transactions.

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.

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.

Extinguishments & Subordinated Note Redemption

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.

The exchanges of the Existing Exchangeable Notes for shares of Common Stock and New Exchangeable Notes resulted in a loss on extinguishment as follows:

(In millions)

Fair value of New Exchangeable Notes

Fair value of bifurcated embedded derivatives New Exchangeable Notes

Fair value of Common Stock issued

Total consideration

Principal Existing Exchangeable Notes

Discount Existing Exchangeable Notes

Debt issuance costs Existing Exchangeable Notes

Gain on cash paid for PIK interest

Bifurcated embedded derivatives Existing Exchangeable Notes

Carrying value Existing Exchangeable Notes

Loss on extinguishment of Existing Exchangeable Notes

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:

(In millions)

Fair value of New 2029 Notes (1)

Gross proceeds

Cash fee paid to Existing 7.5% Notes lenders

Total consideration

Principal Existing 7.5% Notes

Debt issuance costs Existing 7.5% Notes

Carrying value Existing 7.5% Notes

Loss on extinguishment of Existing 7.5% Notes

(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.

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.

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”).

On July 28, 2025, the Company used the proceeds from the issuance of the New 2029 Notes to fully redeem the Second Lien Notes.

On August 6, 2025, the Company fully redeemed the Senior Subordinated Notes due 2026.

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.

The Credit Agreement Amendment was accounted for as a modification and resulted in expense of approximately $ 3.1 million for costs paid to third parties.

2024 Refinancing Transactions

On July 22, 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.

In connection with the refinancing:

● 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”).

● The New Term Loans were (i) used as consideration for the open market purchase of $ 1,895.0 million of Company’s Term Loans due 2026 and (ii) exchanged for $ 104.2 million of the Company’s Second Lien Notes.

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

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

(In millions)

Fair value of Exchangeable Notes due 2030

Fair value of Conversion Option

Fair value of New Term Loans due 2029

PIK fee paid to Second Lien Lenders

Cash fee paid to Second Lien Lenders

Second Lien Notes consideration

Principal Second Lien Notes

Premium Second Lien Notes

Carrying value Second Lien Notes

Loss on extinguishment of Second Lien Notes

The debt exchanges for the Term Loans due 2026 were accounted for as modifications and resulted in expense of approximately $ 42.3 million for costs paid to third parties.

Existing Exchangeable Notes

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

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

The Existing 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 Existing Exchangeable Notes Indenture as further discussed below.

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

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

on July 19, 2024.

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

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

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

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

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

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

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

If certain corporate events that constitute a Fundamental Change (as defined in the Existing Exchangeable Notes Indenture) occur, then holders will have the right to require Muvico to repurchase their Existing Exchangeable Notes at a cash repurchase price equal to 100 % of the aggregate principal amount of the Existing 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 Existing Exchangeable Notes Indenture).

Muvico will also be required to mandatorily redeem all of the issued and outstanding Existing Exchangeable Notes at a purchase price equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest to, but excluding, the date of purchase in the event that, as of ninety ( 90 ) days prior to the maturity date of the Existing 7.5% Notes, the aggregate principal amount outstanding of the Existing 7.5% Notes with a maturity date prior to April 30, 2030 exceeds $ 190,000,000 .

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

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

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

The Company bifurcated the Conversion Option as:

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

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

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

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

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

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

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

The Exchangeable Notes have an effective rate of 15.12 %.

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

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

The Existing 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.

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

See Note 10–Fair Value Measurements for a discussion of the valuation methodologies.

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

New Term Loans due 2029

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

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

The New Term Loans mature on January 4, 2029 (or, if at least $ 190,000,000 remains outstanding of the (i) Existing 7.5% Notes or (ii) any indebtedness in respect of any modification, refunding, replacement, substitution, restructuring or other refinancing of the Existing 7.5% Notes on or prior to October 5, 2028, then October 5, 2028).

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

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

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

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

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

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

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

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

(i) incur additional indebtedness or guarantee indebtedness;

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

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

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

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

Unamortized discounts and deferred charges related to the Term Loans due 2026 of $ 6.5 million and fees paid to Term Loans due 2026 lenders of $ 45.7 million were recorded as deferred charges related to the New Term Loans and the Company will amortize those costs to interest expense following the effective interest method over the term of the New Term Loans.

Senior Secured Credit Facilities

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

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

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

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

The Thirteenth Amendment became effective at 5:00 p.m.

(New York time) on June 30, 2023.

The Company elected to apply the optional expedients allowed under ASC 848 regarding the discontinuation of LIBOR and reference rate reform.

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

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

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

Holdings entered into the 2013 Credit Agreement.

The 2013 Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified) provided senior secured financing of $ 2,225.0 million in aggregate, consisting of (i) $ 2,000.0 million Term Loans due 2026 and (ii) a $ 225.0 million senior secured revolving credit facility (which was also available for letters of credit and for swingline borrowings on same-day notice) maturing April 22, 2024 (the “Senior Secured Revolving Credit Facility” and together with the Term Loans due 2026, the “Senior Secured Credit Facilities”).

The Term Loans due 2026 bore interest at a rate per annum equal to, at Holdings’ option, either (1) a base rate determined by reference to the highest of (a) 0.50 % per annum plus the Federal Funds Effective Rate, (b) the prime rate announced by the Administrative Agent from time to time and (c) 1.00 % per annum plus Adjusted Term SOFR for a 1-month tenor, or (2) Adjusted Term SOFR plus (x) in the case of the Term Loans due 2026, 2.0 % for base rate loans or 3.0 % for SOFR loans or (y) in the case of the Senior Secured Revolving Credit Facility, an applicable margin based on the Secured Leverage Ratio (as defined in the 2013 Credit Agreement).

The Company’s obligations under the Senior Secured Credit Facilities were completely repaid following the completion of the 2024 Refinancing Transactions.

First Lien Notes due 2029.

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

Existing 7.5% Notes

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

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

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

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

The deferred charges will be amortized to interest expense over the term of the First Lien Notes due 2029 using the effective interest method.

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

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

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

The Existing 7.5% Notes bear cash interest at a rate of 7.5 % per annum payable semi-annually in arrears on February 15 and August 15.

The Existing 7.5% Notes have not been registered under the Securities Act and will mature on February 15, 2029.

Holdings may redeem some or all of the Existing 7.5% Notes at any time on or after February 15, 2025, at the redemption prices equal to (i) 103.750 % for the twelve-month period beginning on February 15, 2025;

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

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

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

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

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

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

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

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

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

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

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

(v) enter into certain transactions with its affiliates;

and (vi) merge or consolidate with other companies or transfer all or substantially all of their respective assets.

Upon a Change of Control (as defined in the indenture governing the Existing 7.5% Notes), Holdings must offer to purchase the Existing 7.5% Notes at a purchase price equal to 101 % of the principal amounts, plus accrued and unpaid interest.

The Existing 7.5% Notes are guaranteed by the Existing Guarantors and are secured by liens on substantially all of the tangible and intangible assets owned by Holdings and the Existing Guarantors, subject to certain thresholds, exceptions and permitted liens.

On July 24, 2025, the Company entered into a supplemental indenture to the indenture governing the Existing 7.5% Notes that, among other things, (i) permit the 2025 Refinancing Transactions, and (ii) eliminated many of the restrictive covenants contained in the indenture governing the Existing 7.5% Notes.

The indenture governing the Existing 7.5% Notes, as amended, contains covenants that restrict the ability of the Company to, among other things:

(i) create liens ranking pari passu in right of payment with or subordinated in right of payment to Existing 7.5% Notes;

and (ii) merge or consolidate with other companies or transfer all or substantially all of their respective assets.

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

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

The indenture governing the Existing 7.5% Notes also provides for events of default, which, if any occur, would permit or require the principal, interest and any other monetary obligations on all the then outstanding Existing 7.5% Notes to be due and payable immediately.

Odeon Senior Secured Notes due 2027

On October 20, 2022, Odeon Finco PLC, a direct subsidiary of Odeon Cinemas Group Limited (“OCGL”) and an indirect subsidiary of Holdings, issued $ 400.0 million aggregate principal amount of its 12.75 % Odeon Senior Secured Notes due 2027 (“Odeon Notes due 2027”), at an issue price of 92.00 %.

On October 20, 2022, Odeon Finco PLC, a direct subsidiary of OCGL and an indirect subsidiary of Holdings, issued $ 400.0 million aggregate principal amount of its Odeon Notes due 2027, at an issue price of 92.00 %.

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

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

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

among other things:

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

(i) incur additional indebtedness or guarantee indebtedness;

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

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

The Company recorded a loss on debt extinguishment related to this transaction of $ 36.5 million in other expense during the year ended December 31, 2022.

Prior to November 1, 2024, up to 35 % of the original aggregate principal amount of the Odeon Notes due 2027 may be redeemed at a price of 112.75 % of the principal thereof with the net proceeds of one or more certain equity offerings provided that the redemption occurs with the 120 days after the closing of such equity offerings.

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

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Second Lien Notes due 2026

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

On July 31, 2020, Holdings issued $ 1,462.3 million aggregate principal amount of its Second Lien Notes in exchange for the 6.375 % Senior Subordinated Notes due 2024 (the “Sterling Notes due 2024”), 5.75 % Senior Subordinated Notes due 2025, Senior Subordinated Notes due 2026, and Senior Subordinated Notes due 2027.

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

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

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

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

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

Those providing a backstop commitment pursuant to the Backstop Commitment Agreement received shares of Common Stock worth $ 20.2 million.

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

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

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

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

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

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

The Second Lien Notes bore cash interest at a rate of 10 % or 12 % PIK per annum payable semi-annually in arrears on June 15 and December 15.

For the first two interest periods Holdings elected to pay in PIK interest.

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

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

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

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

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

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

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

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

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

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

Senior Subordinated Debt Exchange Offers

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

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

The portion of the loans that did not meet the assessment of TDR under ASC 470-60 were treated as modifications.

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

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

Senior Subordinated Notes due 2024.

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

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

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

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

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

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

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

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

Senior Subordinated Notes due 2025.

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

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

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

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

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

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

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

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

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

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

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

Senior Subordinated Notes due 2026.

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

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

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

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

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

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

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

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

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

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

On July 28, 2025, the Company redeemed the remaining outstanding $ 131.2 million principal in full.

Senior Subordinated Notes due 2027

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

On March 17, 2017, Holdings issued $ 475.0 million aggregate principal amount of its Senior Subordinated Notes due 2027.

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

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

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

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

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

Holdings may redeem some or all of the Senior Subordinated Notes due 2027 at any time on or after May 15, 2025 at 100.0 % plus accrued and unpaid interest, if any.

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

the registration

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

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

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

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

First Lien Notes Due 2025.

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

Bank National Association, as trustee and collateral agent.

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

First Lien Notes due 2026.

The First Lien Notes due 2026 bore interest at a rate of 10.5 % per annum, payable semi-annually on June 15 and December 15, beginning on December 15, 2020.

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

First Lien Toggle Notes due 2026.

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

Interest for the first three interest periods after the issue date could, at the Company’s option, be paid in PIK interest at a rate of 17 % per annum, and thereafter interest was payable solely in cash.

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

Odeon Term Loan Facility.

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

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

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

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

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

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

Senior Subordinated Notes due 2026

On November 8, 2016, Holdings issued $ 595.0 million aggregate principal amount of its Senior Subordinated Notes due 2026 in a private offering.

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

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

On August 6, 2025, the Company redeemed the remaining outstanding $ 41.9 million principal in full.

Senior Subordinated Notes due 2025

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

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

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

On June 15, 2025, the maturity date, the Company redeemed the remaining outstanding $ 42.8 million principal in full.

Sterling Notes due 2024

On November 8, 2016, Holdings issued £ 250.0 million aggregate principal amount of its Sterling Notes due 2024 in a private offering.

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

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

These additional Sterling Notes due 2024 were offered as additional notes under an indenture pursuant to which Holdings had previously issued its Sterling Notes due 2024.

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

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

Covenant Compliance

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

At the 2025 Annual Meeting of Stockholders held on December 10, 2025, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of the Company’s Common Stock from 550,000,000 to 1,100,000,000 shares of Common Stock.

AMC Preferred Equity Units

Each AMC Preferred Equity Unit was a depositary share and represented an interest in a share of Series A Convertible Participating Preferred Stock evidenced by a depositary receipt pursuant to a deposit agreement.

Each AMC Preferred Equity Unit was designed to have the same economic and voting rights as a share Common Stock.

Each AMC Preferred Equity Unit was designed to have the same economic and voting rights as a share of Common Stock.

Preferred Stock

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Two putative stockholder class actions were filed in the Delaware Chancery Court that assert a breach of fiduciary duty against certain of the Company’s directors and a claim for breach of 8 Del.

§ 242 against those directors and the Company, arising out of the Company’s creation of AMC Preferred Equity Units, the transactions between the Company and Antara that the Company announced on December 22, 2022 (the “Antara Transactions”), and the Charter Amendments.

§ 242 against those directors and the Company, arising out of the Company’s creation of AMC Preferred Equity Units, the transactions between the Company and Antara Capital LP (“Antara”) that the Company announced on December 22, 2022 (the “Antara Transactions”), and the Charter Amendments.

This litigation prevented the Company from immediately implementing the Charter Amendments.

On April 2, 2023, the parties entered into a binding settlement term sheet to settle the litigation and allow implementation of the Charter Amendments.

On August 11, 2023, the Delaware Chancery Court approved the settlement and on August 21, 2023, the Delaware Supreme Court confirmed the ruling of the Chancery Court.

Pursuant to the settlement term sheet, record holders of Common Stock at the close of business on August 24, 2023, after giving effect to the Reverse Stock Split, but prior to the conversion of AMC Preferred Equity Units into Common Stock (“Settlement Payment Recipients”), received a payment of one share of Common Stock for every 7.5 shares of Common Stock owned by such Settlement Payment Recipients (the “Settlement Payment”).

On August 28, 2023, the Company made the settlement payment and issued 6,897,018 shares of Common Stock.

See Note 11—Commitments and Contingencies for further information regarding the litigation and settlement.

Charter Amendments and AMC Preferred Equity Unit Conversion

On August 14, 2023, the Company filed an amendment to its Certificate of Incorporation to effectuate the Charter Amendments as of August 24, 2023.

On August 14, 2023, the Company filed the third amendment to its certificate of incorporation to effectuate the Charter Amendments as of August 24, 2023.

The Charter Amendments permitted the conversion of all of the Company’s outstanding AMC Preferred Equity Units into shares of Common Stock (the “Conversion”).

On August 25, 2023, 99,540,642 shares of Common Stock were issued as part of the Conversion.

On August 25, 2023, AMC Preferred Equity Units ceased trading and were subsequently delisted from the NYSE.

On August 25, 2023, the Company filed a Certificate of Elimination of Series A Convertible Participating Preferred Stock with the Secretary of State of Delaware that eliminated the Series A Convertible Participating Preferred Stock from the Company’s Certificate of Incorporation.

AMC’s Board of Directors approved equitable adjustments to all outstanding awards under the 2013 Equity Incentive Plan subsequent to the effectiveness of the Charter Amendments.

The outstanding awards were proportionally adjusted consistent with the ratio used for the Reverse Stock Split and all awards previously convertible into AMC Preferred Equity Units are now convertible into Common Stock.

Stock Split and Reverse Stock Split

On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Common Stock outstanding at the close of business on August 15, 2022, the record date.

The dividend was paid at the close of business on August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date.

Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4.

On August 25, 2023, 99,540,642 shares of Common Stock were issued as part of the Conversion, the AMC Preferred Equity Units ceased trading and were subsequently delisted from the NYSE, and the Company filed a Certificate of Elimination of Series A Convertible Participating Preferred Stock with the Secretary of State of Delaware that eliminated the Series A Convertible Participating Preferred Stock from the Company’s certificate of incorporation.

Reverse Stock Split

On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock.

As a result of the reverse stock split, each share of Series A Convertible Participating Preferred Stock became convertible into ten shares of Common Stock, and by extension each AMC Preferred Equity Unit became equivalent to one -tenth (1/10th) of a share of Common Stock.

The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding.

The reverse stock split did not impact the

number of AMC Preferred Equity Units outstanding.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Modified Forward Price is determined as follows:

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

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

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

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

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

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

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

See Note 16—Subsequent Events for further information.

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

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

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

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

LLC (the “Sales Agent”) relating to an aggregate of up to 50,000,000 shares of Common Stock of the Company.

In accordance with the terms of the 2024 Sales and Registration Agreement, the Company issued and sold shares of Common Stock covered by the prospectus supplement from time to time through the Sales Agent.

The Sales Agent either acted as agent on the Company’s behalf or purchased shares of Common Stock from the Company as principal for its own account.

In December 2024, the Company entered into forward sales to sell 30,000,000 shares of Common Stock in the aggregate.

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

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

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

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

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

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

The subscription receivable was considered a debt-like host and the Company’s right to receive additional cash consideration up to a cap price based on the movement of the share price during a valuation period is an embedded feature that meets the definition of a derivative that meets the equity classification scope exception in ASC 815-40 and is not accounted for outside of equity.

In January 2025, the Company was paid $ 108.7 million for prepayments in respect of the forwards.

The Company reduced the subscription receivable which resulted in an increase in total additional paid-in capital.

The valuation period ended on March 17, 2025 with no additional consideration owed to the Company.

During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, the Company entered into various equity distribution agreements with sales agents to sell shares of the Company’s Common Stock and AMC Preferred Equity Units, from time to time, through “at-the-market” offering programs.

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

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

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

The below table summarizes the activity of the various “at-the-market” offerings for the years ending December 31, 2025, December 31, 2024, and December 31, 2023.

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Antara Transactions

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

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

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

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

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

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

Stock-Based Compensation

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

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

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

Awards that may be granted under the 2024 EIP include options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs”), cash awards, and other equity-based awards.

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

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

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

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

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

In 2023, AMC’s Board approved equitable adjustments to all outstanding awards under the 2013 EIP subsequent to the effectiveness of the Charter Amendments.

The following table presents the stock-based compensation expense recorded within general and administrative:

(In millions)

Equity classified awards:

Special awards expense

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The Company accounts for forfeitures when they occur.

Plan Amendment due to Stock Split

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

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

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

Awards Granted

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

The Compensation Committee granted awards of stock, RSUs, and PSUs to certain of the Company’s employees and directors under the Company’s equity incentive plans.

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

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

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

Any such accrued dividend equivalents are paid to the holder only upon vesting of the units.

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

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

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

The vesting requirements and vesting periods are identical to the equity classified awards described below.

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.

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

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

Any such accrued dividend equivalents

are paid to the holder only upon vesting of the units.

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

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

● Board of Director Stock Awards:

● Board of Directors Stock Awards:

The Company granted fully vested shares of Common Stock and AMC Preferred Equity Units to the independent members of its Board of Directors during the years ended December 31, 2025, Decembers 31, 2024, and December 31, 2023 as follows:

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● Restricted Stock Unit Awards:

The Company granted RSU awards of 2,322,759 ;

and 139,427 RSU with grant date fair values of $ 12.0 million, $ 12.4 million, and $ 13.6 million to certain members of management during the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively.

Each vested RSU will be settled by delivery of a single share of the Company’s Common Stock and therefore accounted for as equity instruments.

Awards are generally settled as each individual tranche vests under the relevant agreements.

The Company records stock-based compensation expense on a straight-line recognition method over the requisite vesting period.

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● Performance Stock Unit Awards:

2024 PSU Awards.

During 2024, 2,322,759 total PSUs were awarded (“2024 PSU award”) to certain members of management and executive officers, with total PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period (“Tranche Year”).

The PSUs within each Tranche Year are further divided between two performance targets;

the Adjusted EBITDA performance target and free cash flow performance target.

PSUs awards are granted to certain members of management and executive officers.

The total PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period (“Tranche Year”).

The PSUs within each Tranche Year are further divided between three performance targets;

the Adjusted EBITDA performance target, the free cash flow performance target and various strategic initiatives.

The PSU awards will vest if 80 % to 120 % of the performance targets are attained, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

If the performance targets are met at 100 % the 2024 PSU awards will vest at 2,322,759 units in the aggregate.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA or free cash flow targets.

The strategic initiative based 2025 PSU awards will vest if three to seven one-year strategic initiatives are achieved by the end of the 2025 Tranche Year and/or if four to ten two-year strategic initiatives are achieved by the end of the 2026 Tranche Year, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

The Compensation Committee establishes the annual performance targets at the beginning of each year.

Therefore, the grant date (and fair value measurement date) for each Tranche Year is the date at the beginning of each year when a mutual understanding of the key terms and conditions are reached per ASC 718, Compensation - Stock Compensation.

The 2024 PSU award grant date fair value for the 2024 Tranche Year award of 774,202 units was approximately $ 4.0 million measured at 100 % attainment of the performance targets.

The 2023 PSU award grant date fair value for the 2024 Tranche Year of 105,357 units was approximately $ 0.5 million measured at 100 % attainment of the performance targets.

The 2022 PSU award grant date fair value for the 2024 Tranche Year of 44,081 units was approximately $ 0.2 million measured at 100 % attainment of the performance targets.

At December 31, 2024, the 2024 Tranche Year performance targets for both the annual Adjusted EBITDA and free cash flow were attained at 98 % and 200 %, respectively.

2023 PSU Awards.

During 2023, 327,758 total PSUs were awarded (“2023 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three Tranche Years.

The PSUs within each Tranche Year are further divided between two performance targets;

the Adjusted EBITDA performance target and free cash flow performance target.

The 2023 PSU awards will vest if 80 % to 120 % of the performance targets are attained, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

If the performance targets for each Tranche Year are attained at 100 %, the 2023 PSU awards will vest 327,758 units in the aggregate.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA or free cash flow targets.

2022 PSU Awards.

During 2022, 139,427 total PSUs were awarded (“2022 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three Tranche Years.

The PSUs within each Tranche Year are further divided between two performance targets;

the Adjusted EBITDA performance target and free cash flow performance target.

The 2022 PSU awards will vest if 80 %

to 120 % of the performance targets are attained, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

If the performance targets for each Tranche Year are attained at 100%, the 2022 PSU awards will vest at 139,427 units in the aggregate.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA and free cash flow targets.

2021 PSU Awards.

During 2021, 537,563 total PSUs were awarded (“2021 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three Tranche Years.

The PSUs within each Tranche Year are further divided between two performance targets;

the Adjusted EBITDA performance target and free cash flow performance target.

2020 PSU Awards:

During the year ended December 31, 2020, PSU awards of 287,260 were granted to certain members of management and executive officers, with three-year cumulative Adjusted EBITDA and free cash flow target conditions and service conditions, covering a performance period beginning January 1, 2020 and ending on December 31, 2022.

The 2020 awards were later modified to separate the service requirements and performance targets into three separate Tranche Years.

Therefore, in accordance with ASC 718, Compensation - Stock Compensation, the grant date (and fair value measurement date) for each Tranche Year is the date at the beginning of each year when a mutual understanding of the key terms and conditions are reached.

Special Awards

On February 19, 2025, the compensation committee of AMC’s Board of Directors (“Compensation Committee”) approved modification of the performance goals applicable to all 2024 Tranche Year PSU awards.

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.

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.

During the year ended December 31, 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.

This modification resulted in the immediate additional vesting of 478,055 2023 Tranche Year PSUs ( 21,829 cash settled units and 456,226 equity settled units).

This 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).

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

The following table represents the nonvested RSU and PSU activity for the years ended December 31, 2024, December 31, 2023 and December 31, 2022:

RSUs and PSUs (3)

Beginning balance at January 1, 2022

Cancelled (1)

Nonvested at January 1, 2023

Granted - Special Award

Vested - Special Award

Cancelled (1)

Cancelled - Special Award (1)

Nonvested at January 1, 2024

The activity related to the Company’s RSU and PSU awards for the year ended December 31, 2025 consisted of the following:

Nonvested at December 31, 2024

Granted - Special Award

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Total nonvested at December 31, 2025

(1) The number of PSUs granted and forfeited under the Tranche Year 2025 is based on attainment of performance targets at 0 % for the Adjusted EBITDA target, 0 % for the free cash flow target and 200 % for the strategic initiatives.

The number of PSUs granted under the Tranche Year 2026 assumes the Company will attain a performance target at 100 % for strategic initiatives.

(2) Represents vested RSUs and PSUs surrendered in lieu of taxes and cancelled awards returned.

(2) The number of PSU shares granted and forfeited under the Tranche Year 2023 is based on attainment of performance targets at 98 % for the Adjusted EBITDA target and 200 % for the free cash flow target.

(3) Includes AMC Preferred Equity Unit RSUs and PSUs that were subsequently converted to Common Stock RSUs and PSUs as a result of the Charter Amendments.

As a result, the Company paid taxes for restricted unit withholdings of approximately $ 4.4 million during the year ended December 31, 2025.

The weighted-average grant date fair values of the RSU awards granted during the years ended December 31, 2025, December 31, 2024, and December 31, 2023 was $ 3.57 , $ 5.15 and $ 35.04 , respectively.

The weighted-average grant date fair values for the PSU awards granted during the years ended December 31, 2025, December 31, 2024, and December 31, 2023 was $ 3.57 , $ 5.03 and $ 40.40 , respectively.

NOTE 9—INCOME TAXES

Current income tax expense represents the amounts expected to be reported on the Company’s income tax returns, and deferred tax expense or benefit represents the change in net deferred tax assets and liabilities.

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse.

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and

liabilities as measured by the enacted tax rates that will be in effect when these differences reverse.

Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized.

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The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods on a federal, state and foreign jurisdiction basis.

The Company conducts its evaluation by considering all available positive and negative evidence, including historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the U.S.

motion picture and broader economy, among others.

A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2024 for each taxing jurisdiction.

A significant piece of objective negative evidence evaluated was the cumulative losses incurred over the three-year period ended December 31, 2025 for each taxing jurisdiction.

Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections of future taxable income.

For the year ended December 31, 2024, the Company remained in a cumulative loss over the past three-year period for the U.S.

and international jurisdictions except for Finland.

The Company maintains a valuation allowance against U.S.

deferred tax assets as well as international jurisdictions in which it operates, with the exception of Finland.

The actual effective rate for the year ended December 31, 2024 was ( 0.6 )%.

The Company’s consolidated tax rate for the year ended December 31, 2024 differs from the U.S.

statutory tax rate primarily due to the valuation allowances in U.S.

and foreign jurisdictions, foreign tax rate differences, and federal and state tax credits, partially offset by permanent differences related to interest, compensation, and other discrete items.

At December 31, 2024 and December 31, 2023, the Company has recorded net deferred tax liabilities of $ 33.9 million and of $ 32.4 million, respectively.

The income tax provision reflected in the consolidated statements of operations consists of the following components:

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December 31, 2023

Income tax benefit at the federal statutory rate

State income taxes

Increase in reserve for uncertain tax positions

Federal and state credits

Permanent items — other

Foreign rate differential

Original issue discount

Valuation allowance

Income tax provision

Effective income tax rate

Income tax expense (benefit) at the federal statutory rate

State and Local Income Taxes (1)

State Valuation allowance adjustments

Foreign Tax Effects

United Kingdom

Statutory Tax Rate Difference between the UK and the United States

Valuation allowance adjustments

Return-to-provision

Nondeductible items

Valuation allowance adjustments

Other Foreign Jurisdictions

Enactment of New Tax Laws

Change in Tax Rate

Enactment of Cross-Border Tax Laws

Global Intangible low-taxed income (GILTI)

Change in Valuation Allowances

Nontaxable or nondeductible items

Nondeductible compensation

Disqualified debt interest

Changes in unrecognized tax benefits

Other Adjustments

Income tax expense/Effective income tax rate

(1) State taxes in California, Illinois, New Jersey and New York made up the majority (greater than 50%) of the tax effect in this category for 2025.

California, Illinois and New York made up the majority in 2024 and 2023.

The significant components of deferred income tax assets and liabilities as of December 31, 2025 and December 31, 2024 are as follows:

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Lease liabilities

Finance lease obligations

Other credit carryovers

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The Company has federal income tax net operating loss carryforwards of $ 1,780.1 million.

Approximately $ 320.3 million will expire between 2025 and 2036 and will be limited annually due to certain change in ownership provisions of the Internal Revenue Code.

Approximately $ 313.7 million will expire between 2026 and 2037 and will be limited annually due to certain change in ownership provisions of the Code.

Approximately $ 1,466.4 million can be used indefinitely.

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Balance at end of period

There are currently $ 0.1 million of unrecognized tax benefits which the Company anticipates will be resolved in the next twelve months.

The Company, or one of its subsidiaries, files income tax returns in the U.S.

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The Company does not believe that the outcome of any examination will have a material impact on its consolidated financial statements.

Utilization of the Company’s net operating loss carryforwards, disallowed business interest carryforward and other tax attributes became subject to the Section 382 ownership change limitation due to changes in our stock ownership on January 29, 2021.

Management believes the Company’s ability to utilize these tax attributes has not been significantly limited by this event.

NOTE 11—COMMITMENTS AND CONTINGENCIES

As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary.

However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur.

An unfavorable outcome might include monetary damages.

If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.

An unfavorable outcome could also have a material adverse effect on the Company’s financial position or the market prices of the Company’s securities, including the Company’s Common Stock.

On April 22, 2019, a putative stockholder class and derivative complaint, captioned Lao v.

Dalian Wanda Group Co., Ltd.

, et al., C.A.

2019-0303-JRS (the “Lao Action”), was filed against certain of the Company’s directors, Wanda, two of Wanda’s affiliates, Silver Lake, and one of Silver Lake’s affiliates in the Delaware Court of Chancery.

The Lao Action asserted claims directly, on behalf of a putative class of Company stockholders, and derivatively, on behalf of the Company, for breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty with respect to transactions that the Company entered into with affiliates of Wanda and Silver Lake on September 14, 2018, and the special cash dividend of $ 1.55 per share of Common Stock that was payable on September 28, 2018 to the Company’s stockholders of record as of September 25, 2018.

On June 6, 2022, the parties signed a stipulation of settlement to resolve the Lao Action for $ 17.4 million (the “Settlement Amount”).

Defendants agreed to the settlement and the payment of the Settlement Amount solely to eliminate the burden, expense, and uncertainty of further litigation, and continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Lao Action.

On November 30, 2022, the court issued an order and final judgment approving the settlement and dismissing the action.

The order and final judgment included a fee and expense award to plaintiff’s counsel in the amount of $ 3.4 million to be paid out of the Settlement Amount.

On January 6, 2023, the remainder of the Settlement Amount of $ 14.0 million was paid to the Company.

The Company recorded the settlement as a gain in other income during the year ended December 31, 2023.

On February 20, 2023, two putative stockholder class actions were filed in the Delaware Court of Chancery, captioned Allegheny County Employees’ Retirement System v.

AMC Entertainment Holdings, Inc., et al.

2023-0215-MTZ (Del.

Ch.) (the “Allegheny Action”), and Munoz v.

2023-0216-MTZ (Del.

Ch.) (the “Munoz Action”) and which were subsequently consolidated into In re AMC Entertainment Holdings, Inc.

Stockholder Litigation C.A.

2023-0215-MTZ (Del.

Ch.) (the “Shareholder Litigation”).

The Allegheny Action asserted a claim for breach of fiduciary duty against certain of the Company’s directors at the time and a claim for breach of 8 Del.

§ 242 against those directors and the Company, arising out of the Company’s creation of the AMC Preferred Equity Units, the transactions between the Company and Antara that the Company announced on December 22, 2022 (the “Antara Transactions”), and certain amendments to the Company’s Third Amended and Restated Certificate of Incorporation to increase the Company’s total number of authorized shares of Common Stock and to effectuate a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock (together, the “Charter Amendments”).

The Munoz Action, which was filed by stockholders who had previously made demands to inspect certain of the Company’s books and records pursuant to 8 Del.

§ 220, asserted a claim for breach of fiduciary duty against the Company’s current directors and former director Lee Wittlinger, arising out of the same conduct challenged in the Allegheny Action.

The Allegheny Action sought a declaration that the issuance of the AMC Preferred Equity Units violated 8 Del.

§ 242(b), an order that holders of the Company’s Common Stock be provided with a separate vote from the holders of the AMC Preferred Equity Units on the Charter Amendments or that the AMC Preferred Equity Units be enjoined from voting on the Charter Amendments, and an award of money damages.

The Munoz Action sought to enjoin the AMC Preferred Equity Units from voting on the Charter Amendments.

On February 27, 2023, the Delaware Court of Chancery entered a status quo order that allowed the March 14, 2023 vote on the Charter Amendments to proceed, but precluded the Company from implementing the Charter Amendments pending a ruling by the court on the plaintiffs’ then-anticipated preliminary injunction motion (the “Status Quo Order”).

On April 2, 2023, the parties entered into a binding settlement term sheet to settle the Shareholder Litigation, which among other things, provided that the parties would jointly request that the Status Quo Order be lifted.

Pursuant to the term sheet, the Company agreed, following and subject to AMC’s completion of the Conversion and Reverse Stock Split, to make a non-cash settlement payment to record holders of Common Stock immediately prior to the Conversion (and after giving effect to the Reverse Stock Split) of one share of Common Stock for every 7.5 shares of Common Stock owned by such record holders (the “Settlement Payment”).

The Company’s obligation to make the Settlement Payment was contingent on the Status Quo Order being lifted and the Company effecting the Charter Amendments.

The defendants agreed to the settlement and the payment of the Settlement Payment solely to eliminate the burden, expense, and uncertainty of further litigation, and continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Shareholder Litigation.

On April 3, 2023, the plaintiffs filed an unopposed motion to lift the Status Quo Order.

On April 5, 2023, the court denied the motion to lift the Status Quo Order.

On April 27, 2023, the parties jointly filed a Stipulation and Agreement of Compromise, Settlement, and Release (the “Settlement Stipulation”) with the court, which fully memorialized the settlement that the parties agreed to in the term sheet.

On June 29–30, 2023, the court held a settlement hearing to consider whether to approve the settlement as outlined in the Settlement Stipulation.

On July 21, 2023, the court issued an opinion which, citing issues with the scope of the release sought under the proposed settlement, declined to approve the settlement as presented.

On July 22, 2023, the parties filed an addendum to the Settlement Stipulation in an effort to address the issues with the scope of the release raised by the court and requested that the court approve the settlement with the revised release set forth in the addendum.

On August 11, 2023, the court approved the settlement of the Shareholder Litigation and lifted the Status Quo Order.

On August 14, 2023, the Company filed the amendment to its Third Amended and Restated Certificate of Incorporation, effective as of August 24, 2023, which was previously approved by the Company’s stockholders at the special meeting held on March 14, 2023 to implement the Charter Amendments.

The Reverse Stock Split occurred on August 24, 2023, the conversion of AMC Preferred Equity Units into Common Stock occurred on August 25, 2023, and the Settlement Payment was made on August 28, 2023.

On September 15, 2023, the court entered an order dismissing the Shareholder Litigation in its entirety and with prejudice.

On October 13, 2023, a purported Company stockholder who objected to the settlement of the Shareholder Litigation filed a notice of appeal of the court’s decision approving the settlement.

On May 22, 2024, the Delaware Supreme Court affirmed the court’s decision approving the settlement of the Shareholder Litigation.

On August 20, 2024, the purported stockholder who appealed to the Delaware Supreme Court filed a petition for a writ of certiorari with the United States Supreme Court, which was denied on October 7, 2024.

In connection with the Settlement Payment, the Company recorded a $ 110.1 million charge to other expense during the year ended December 31, 2023.

The charge was based on the fair value of the Settlement Payment of $ 99.3 million and legal fees, net of probable insurance recoveries of $ 10.8 million.

The Company made the Settlement Payment on August 28, 2023, and recorded the disbursement to stockholders’ deficit.

On August 14, 2023, a putative class action on behalf of holders of AMC Preferred Equity Units, captioned Simons v.

AMC Entertainment Holdings, Inc.

2023-0835-MTZ (the “Simons Action”), was filed against the Company in the Delaware Court of Chancery.

The Simons Action asserted claims for a declaratory judgment, injunctive relief, and breach of contract, and alleged that the Settlement Payment in the Shareholder Litigation violates the Certificate of Designations that governed the AMC Preferred Equity Units prior to the conversion of the AMC Preferred Equity Units into Common Stock.

On September 12, 2023, the Company filed a motion to dismiss the complaint.

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.

On February 16, 2024, the Company filed a motion to dismiss the amended complaint.

On October 2, 2024, the court granted the Company’s motion to dismiss, and dismissed the amended complaint with prejudice.

On October 30, 2024, the plaintiff filed a notice of appeal in the Delaware Supreme Court.

On May 4, 2023, the Company filed a lawsuit in the Superior Court of the State of Delaware against seventeen insurers participating in its directors & officers insurance program, seeking recovery for losses incurred in connection with its defense and settlement of the Shareholder Litigation, including the Settlement Payment.

The insurance recovery action is captioned, AMC Entertainment Holdings, Inc.

XL Specialty Insurance Co., et al ., Case No.

N23C-05-045 AML CCLD (Del.

May 4, 2023) (the “Coverage Action”).

In the suit, AMC seeks up to $ 80.0 million in coverage under its Executive and Corporate Securities Liability Insurance Policies sold by the defendants, which provide coverage for the policy period of January 1, 2022, through January 1, 2023 (the “Policies”) in excess of a $ 10.0 million deductible.

The primary insurer in the Coverage Action has paid its full $ 5.0 million limit.

The Company has reached confidential settlement agreements with multiple insurers in the Coverage Action.

The remainder of the insurers contest whether they owe coverage for the Settlement Payment, claiming it does not constitute a “Loss” under their insurance policies.

AMC may have claims for coverage from additional insurers as well, however, those insurers’ policies contain mandatory arbitration provisions, so they have not been included in the Coverage Action.

On October 6, 2023, an action captioned Mathew, et al.

Citigroup Global Markets, et al.

1:23-cv-12302-FDS (the “Mathew Action”), was filed in the U.S.

District Court for the District of Massachusetts.

The Mathew Action names the Company as a nominal defendant.

On November 16, 2023, plaintiffs filed an amended complaint.

On January 9, 2024, the Company filed a motion to dismiss the amended complaint.

On January 11, 2024, plaintiffs filed a motion for leave to file a second amended complaint.

On January 24, 2024, the Company filed an opposition to plaintiff’s motion for leave to file a second amended complaint.

On June 17, 2024, the court granted the Company’s motion to dismiss and denied plaintiffs’ motion for leave to file a second amended complaint.

On December 18, 2023, an action captioned Miller, et al.

AMC Entertainment Holdings, Inc.

2023-1259-LM (Del.

Ch.) (the “Miller Action”), was filed against the Company and two of its officers in the Delaware Court of Chancery.

Plaintiffs in the Miller Action sought to inspect certain of the Company’s books and records pursuant to 8 Del.

§ 220 in order to investigate allegations concerning alleged manipulation of the Company’s Common Stock.

On February 7, 2024, the parties filed a stipulation dismissing the Company’s two officers from the action.

On April 17, 2024, the parties filed a stipulation dismissing the Miller Action with prejudice.

On May 2, 2024, the United States District Court for the Southern District of New York issued an order granting final approval of a proposed settlement reached by all parties to an action brought by plaintiffs Dennis J.

Donoghue and Mark Rubenstein, each of whom are shareholders of the Company, for the Company to recover “short-swing” profits under Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) alleged to have been realized by defendants Antara Capital Master Fund LP, Antara Capital Fund GP LLC, Antara Capital LP, Antara Capital GP LLC, and Himanshu Gulati (collectively, the “Antara Defendants”) in connection with their purchases and sales of the Company’s securities.

The Company is party to the suit in name only, which was brought for the benefit of the Company.

The Company received $ 2.6 million in connection with this action during the year ended December 31, 2024.

On September 17, 2024, an action captioned A Holdings – B LLC, et al.

GLAS Trust Company LLC , Index No.

654878/2024 (the “Noteholder Action”), was filed in the Supreme Court of the State of New York.

The Noteholder Action was filed by an ad hoc group of holders of the Company’s Existing First Lien Notes asserting claims for breach of contract and seeking a declaratory judgment against the Company and GLAS Trust Company LLC (“GLAS”), the trustee under the indenture for the Company’s Second Lien Notes, in connection with the Refinancing Transactions announced by AMC on July 22, 2024.

Plaintiffs allege that GLAS and the Company breached the first lien/second lien intercreditor agreement dated July 31, 2020 (the “Intercreditor Agreement”) by improperly transferring collateral that secured the Existing First Lien Notes free of such liens and eliminating the Existing First Lien Notes’ priority in certain other collateral in connection with the Refinancing Transactions.

An unfavorable outcome, in which it is determined that the Company breached, as claimed, the Intercreditor Agreement, would permit noteholders to claim an event of default occurred under the indenture governing the Existing First Lien Notes and, subject to any conditions in the indenture, permit noteholders to accelerate the Existing First Lien Notes, which could in turn result in the acceleration of the Company’s other outstanding debt.

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

We intend to vigorously defend against any claims made in the Noteholder Action.

On November 20, 2024, the Company filed a motion to dismiss the complaint.

NOTE 10—FAIR VALUE MEASUREMENTS

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Recurring Fair Value Measurements.

The following tables summarize the fair value hierarchy of the Company’s financial assets carried at fair value on a recurring basis:

The following tables summarize the fair value hierarchy of the Company’s financial instruments carried at fair value on a recurring basis:

Fair Value Measurements at December 31, 2025 Using

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December 31, 2025

Other long-term assets:

Investment in Hycroft warrants

Marketable equity securities:

Investment in Hycroft

Total assets at fair value

Corporate Borrowings:

Derivative liability

Bifurcated embedded derivative - 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030

Bifurcated embedded derivative - Senior Secured Exchangeable Notes due 2030

Total liabilities at fair value

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December 31, 2024

Other long-term assets:

Investment in Hycroft warrants

Marketable equity securities:

Investment in Hycroft

Total assets at fair value

Derivative liability valuation.

On July 22, 2024, the Company issued Exchangeable Notes with conversion features that required bifurcation from the host instrument pursuant to ASC 815—Derivatives and Hedging.

Corporate Borrowings:

Bifurcated embedded derivative - 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030

Total liabilities at fair value

Senior Secured Notes due 2030 embedded derivative valuation.

The Company’s Senior Secured Exchangeable Notes due 2030 have conversion features that required bifurcation from the host instrument pursuant to ASC 815—Derivatives and Hedging.

These conversion features were combined into a single derivative that comprises all features requiring bifurcation.

The derivative features have been valued using a combination of Monte Carlo simulations, binomial lattice models, and discounted cash flow models.

Monte Carlo simulations use repeated random sampling to simulate a wide range of possible outcomes.

The binomial lattice models consist of simulated Common Stock prices from the valuation date to the maturity of the notes.

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.

The Company measures the derivative at fair value at the end of each reporting period with any changes in fair value recorded to other expense (income) in the consolidated statements of operations.

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

The Company’s Existing Exchangeable Notes have conversion features that required bifurcation from the host instrument pursuant to ASC 815—Derivatives and Hedging.

These conversion features were combined into a single derivative that comprises all features requiring bifurcation, see Note 7—Corporate Borrowings and Finance Lease Liabilities for further information.

The derivative features have been valued using a Binomial Lattice approach.

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

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

The estimated fair value of the derivative liability on July 22, 2024 was $ 233.4 million.

The derivative features have been valued using binomial lattice models.

The binomial lattice models consist of simulated Common Stock prices from the valuation date to the maturity of the notes.

The Company measures the derivative at fair value at the end of each reporting period with any changes in fair value recorded to other expense (income) in the consolidated statements of operations.

Nonrecurring Fair Value Measurements.

The following fair value hierarchy tables summarize the Company’s assets that were written down to their fair value on a nonrecurring basis as part of the Company’s impairment evaluation and the nonrecurring fair value measurements of the bond component of the Company’s Exchangeable Notes:

The following tables summarize the Company’s assets that were written down to their fair value on a nonrecurring basis as part of the Company’s impairment evaluation:

Fair Value Measurements at December 31, 2025 Using

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Operating lease right-of-use assets

Other long-term assets:

Cost method investments (1)

(1) Impairment losses for cost method investments are recorded in investment expense (income).

Valuation Techniques.

There is considerable management judgment with respect to cash flow estimates and appropriate discount rates to be used in determining fair value, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy.

Such judgments and estimates include estimates of future attendance, revenues, cash flows, rent relief, cost savings, capital expenditures, and the cost of capital, among others.

At December 31, 2024, related cash flows were discounted at 9.0 % for the Domestic Theatres and 10.5 % for the International Theatres, at December 31, 2023, related cash flows were discounted at 9.0 % for Domestic Theatres and 11.0 % for International Theatres.

The Company primarily uses a discounted cash flow method in estimating the fair value of its long-lived assets.

There is considerable management judgment with respect to cash flow estimates and appropriate discount rates to be used in determining fair value, and accordingly, actual results could vary significantly from such estimates.

Such judgments and estimates include estimates of future attendance, revenues, cost expectations, capital expenditures, and the cost of capital, among others.

At December 31, 2025, estimated cash flows were discounted at 9.5 % for theatres in U.S.

markets and 10.5 % for theatres in the International markets.

At December 31, 2024, estimated cash flows were discounted at 9.0 % for theatres in U.S.

markets and 10.5 % for theatres in International markets.

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:

Fair Value Measurements at July 1, 2025 Using

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(In millions)

July 22, 2024

Corporate Borrowings:

Exchangeable Notes

Senior Secured Exchangeable Notes due 2030

Valuation Technique .

The bond component of the Exchangeable Notes issued on July 22, 2024 was recorded at fair value.

The Company estimated the fair value using a discounted cash flow analysis utilizing a discount yield based on the risk-free rate plus an assumed credit spread built using observable recovery rates of similarly secured debt.

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 with consideration given to the nature of collateral available to the security relative to the Company’s other debt instruments.

See Note 7—Corporate Borrowings and Finance Lease Liabilities for further information.

Other Fair Value Measurement Disclosures.

The following tables summarize 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:

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:

Fair Value Measurements at December 31, 2025 Using

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Current maturities of corporate borrowings

Corporate borrowings

Corporate borrowings (excluding derivatives)

Fair Value Measurements at December 31, 2024 Using

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Current maturities of corporate borrowings

Corporate borrowings

Corporate borrowings (excluding derivatives)

Valuation Technique.

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The International markets reportable segment has operations in or partial interest in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, Portugal, Sweden, Finland, Norway, and Denmark.

On January 24, 2023, the Company sold its interest in Saudi Arabia, see Note 6 — Investments for additional information.

Each segment’s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, loyalty membership fees, ticket sales, gift card income and exchange ticket income.

The measure of segment profit and loss the Company’s chief operating decision maker (“CODM”) uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below.

measure of segment profit and loss the Company’s chief operating decision maker (“CODM”) uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below.

During the year ended December 31, 2024, the Company changed the definition of Adjusted EBITDA to no longer further adjust for “cash distributions from non-consolidated entities” and “other non-cash rent benefit.” All comparative period information for Adjusted EBITDA has been re-cast to conform with the current definition.

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Depreciation and amortization

Income tax provision (benefit)

Income tax provision

Other expense (income)

Other significant noncash items:

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Income tax provision

Other expense

Other significant noncash items:

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Impairment of long-lived assets

Equity in (earnings) loss of non-consolidated entities

Equity in earnings of non-consolidated entities

Capital expenditures

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Certain operating expense (3)

Equity in (earnings) loss of non-consolidated entities (4)

Equity in earnings of non-consolidated entities (4)

Attributable EBITDA (5)

Investment expense (income) (6)

Investment income (6)

Other expense (income) (7)

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markets with 738 screens which were related to property, net and operating lease right-of-use assets, net and $ 57.7 million on 57 theatres in the International markets with 488 screens which were related to property, net and operating lease right-of-use assets, net.

(3) Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of screens, including the related accretion of interest, disposition of assets, and other non-operating gains or losses included in operating expenses.

(3) Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of screens, disposition of assets, and other non-operating gains or losses included in operating expenses.

The Company has excluded these items as they are non-cash in nature or are non-operating in nature.

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

Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in (earnings) from AC JV of $( 4.9 ) million during the year ended December 31, 2023.

Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in loss from Saudi Cinema Company LLC of $ 7.6 million, partially offset by equity in (earnings) from DCIP of $( 3.4 ) million during the year ended December 31, 2022.

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

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

Equity in earnings of non-consolidated entities during the year ended December 31, 2023, primarily consisted of equity in earnings from AC JV of $( 4.9 ) million.

(5) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets.

See below for a reconciliation of the Company’s equity in (earnings) loss of non-consolidated entities to attributable EBITDA.

Because these equity investments are in theatre operators in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to

monitor and evaluate these equity investments.

The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and the Company’s gift card and package ticket program.

See below for a reconciliation of the Company’s equity in (earnings) of non-consolidated entities to attributable EBITDA.

(In millions)

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December 31, 2023

Equity in (earnings) loss of non-consolidated entities

Equity in (earnings) of non-consolidated entities

Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures

Equity in earnings (loss) of International theatre joint ventures

Equity in earnings of International theatre joint ventures

Income tax provision

Investment expense (income)

Investment income

Interest expense

Impairment of long-lived assets

Depreciation and amortization

Attributable EBITDA

(6) Investment expense (income) during the year ended December 31, 2024 includes interest income of $( 19.2 ) million, partially offset by a decline in the estimated fair value of the Company’s investment in common shares of Hycroft of $ 0.4 million and a decline in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 2.5 million.

Investment expense (income) during the year ended December 31, 2023 included a $( 15.5 ) million gain on sale of the Company’s investment in Saudi Cinema Company LLC and interest income of $( 15.3 ) million, partially offset by a decline in estimated fair value of investment in common shares of Hycroft of $ 6.6 million, a decline in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 6.0 million, $ 1.8 million of expense for NCM Common Units and $ 1.0 million impairment of a cost method investment.

Investment expense (income) during the year ended December 31, 2022 included a decline in estimated fair value of investment in common shares of Hycroft of $ 12.5 million partially offset by $( 6.2 ) million of appreciation in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft, a $ 13.5 million loss on sale of the Company’s investment in NCM common units offset by interest income of $( 5.9 ) million.

(7) Other expense (income) during the year ended December 31, 2024 primarily consists of a decrease in fair value of the derivative liability for the embedded conversion feature in the Exchangeable Notes of $( 75.8 ) million, shareholder litigation recoveries of $( 40.2 ) million, net gains on debt extinguishment of $( 38.9 ) million, and a vendor dispute of $( 36.2 ) million, partially offset by term loan modification third party fees of $ 42.3 million and foreign currency transaction losses of $ 7.0 million.

Other expense (income) for the year ended December 31, 2023 primarily consisted of gains on debt extinguishment of $( 142.8 ) million and foreign currency transaction gains of $( 17.8 ) million, partially offset by a non-cash litigation charge of $ 99.3 million.

Other expense (income) for the year ended December 31, 2022 primarily consisted of a loss on debt extinguishment of $ 92.8 million, partially offset by income related to the foreign currency transaction gains of $( 12.3 ) million and contingent lease guarantees of $( 0.2 ) million.

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

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

Investment income during the year ended December 31, 2023 included a $( 15.5 ) million gain on sale of the Company’s investment in Saudi Cinema Company LLC and interest income of $( 15.4 ) million, partially offset by unrealized losses on the Company’s investments in Hycroft of $ 12.6 million, $ 1.8 million of expense for NCM common units, and a $ 1.0 million impairment of an equity security without a readily determinable fair value.

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

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

Other income for the year ended December 31, 2023 includes gains on debt extinguishment of $( 142.8 ) million and foreign currency transaction gains of $( 17.8 ) million, partially offset by a non-cash litigation charge of $ 99.3 million.

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

(9) Non-cash or non-recurring expense included in general and administrative:

(9) Non-cash expense included in general and administrative:

Financial information about geographic area is as follows:

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NOTE 13—LOSS PER SHARE

On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock.

The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding.

Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying financial statements and applicable disclosures for periods prior to August 24, 2023, have been retroactively adjusted to reflect the effect of the reverse stock split.

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

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding.

Diluted loss per share includes the effects of unvested RSUs with a service condition only, unvested contingently issuable PSUs that have service and performance conditions, and shares issuable upon conversion of the Exchangeable Notes, if dilutive.

Diluted earnings per share is computed using the treasury stock method for the RSUs and PSUs and the if-converted method for the Exchangeable Notes.

Diluted earnings per share is computed using the treasury stock method for the RSUs and PSUs and the if-converted method for the Existing Exchangeable Notes and New Exchangeable Notes.

The following table sets forth the computation of basic and diluted loss per common share:

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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.

Included in the computation of basic loss per share are 1,869,173 contingently issuable RSUs whose issuance conditions were satisfied when the grantee attained retirement eligibility or when the normal service conditions had been met.

These contingently issuable RSUs will not be issued until their vesting dates.

For the year ended December 31, 2025, December 31, 2024, and December 31, 2023, unvested RSUs of 2,703,905 ;

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Therefore, no granted Tranche Year PSUs at December 31, 2025, December 31, 2024, and December 31, 2023 could further dilute basic loss per share.

The Company has excluded approximately 85.2 million shares issuable upon conversion of the Exchangeable Notes and related Exchange Adjustment Consideration from the computation of diluted loss per share for the year ended December 31, 2024 because they would be anti-dilutive.

The Company has excluded approximately 22.3 million shares issuable upon conversion of the Existing Exchangeable Notes from the computation of diluted loss per share for the year ended December 31, 2025, because they would be anti-dilutive.

The Company had excluded approximately 85.2 million shares issuable upon conversion of the Existing Exchangeable Notes from the computation of diluted loss per share for the year ended December 31, 2024, because they would have been anti-dilutive.

The New Exchangeable Notes are convertible into between 77.1 million and 141.4 million shares of Common Stock which could potentially dilute future basic earnings per share.

Additionally, the Company has agreed to pay $ 21.3 million of fees payable in shares of Common Stock to holders of the New Exchangeable Notes.

These additional shares could also potentially dilute future basic earnings per share.

See Note 7—Corporate Borrowings and Finance Lease Liabilities for more information.

NOTE 14— SUBSEQUENT EVENTS

Share Issuances.

In January 2025, the Company was paid $ 171.7 million as initial gross cash proceeds associated with the establishment of forward positions for 30 million shares of Common Stock plus at-the-market offerings of 17.1 million shares of Common Stock.

In February 2026, the Company entered into a sales and registration agreement (the “2026 Sales and Registration Agreement”) with (1) Goldman Sachs & Co.

Riley Securities, Inc.

and Yorkville Securities, LLC, from time to time acting as sales agents (in such capacity, the “Sales Agents”) and (2) Goldman Sachs & Co.

LLC, as the Forward Seller of any and all Hedging Shares offered by the Forward Counterparty (in each case, as

defined below), and Goldman Sachs International, acting in its capacity as Forward Counterparty, relating to shares of Common Stock of the Company having an aggregate offering price of up to $ 150,000,000 .

In accordance with the terms of the 2026 Sales and Registration Agreement, the Company may issue and sell shares of Common Stock covered by the prospectus supplement at any time and from time to time through the Sales Agents.

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

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

If the Company enters into a Forward with the Forward Counterparty, to establish a hedge position under such Forward, the Forward Counterparty will have a pledge of up to the maximum number of shares of Common Stock deliverable under such Forward (the “Hedging Shares”) from the Company, with a right to rehypothecate the pledged shares, and will rehypothecate and sell up to such maximum number of shares through Goldman Sachs & Co.

LLC acting as the statutory underwriter (in such capacity, the “Forward Seller”) in an offering under a prospectus supplement and accompanying prospectus over a period of time to be agreed between the Company and the Forward Counterparty for such Forward (an “Initial Hedging Period”), all subject to the terms of the 2026 Sales and Registration Agreement.

The Initial Hedging Period for any Forward that the Company may enter into during a reporting quarter is expected to terminate during such reporting quarter or shortly thereafter.

The establishment of such hedge positions could have the effect of decreasing, or limiting an increase in, the market price of Common Stock.

The Company has been advised by the Forward Counterparty that it expects that, on the same days during the Initial Hedging Period when it is selling a number of Hedging Shares underlying the Forward, the Forward Counterparty or its affiliate(s) will be contemporaneously purchasing a substantial portion of such number of shares in the open market for its own account, as the Forward Counterparty expects its initial hedge position in respect of any Forward to be substantially less than the number of shares underlying such Forward.

Such purchases in the open market may have the effect of increasing, or limiting a decrease in the market price of Common Stock.

The number of shares underlying any Forward will be reduced in the event that the Forward Counterparty is unable to introduce the maximum number of shares deliverable under the Forward into the public market during the Initial Hedging Period (including as a result of the prospectus being unavailable at any time during such Initial Hedging Period).

In addition, the Company has been advised by the Forward Counterparty that the Forward Counterparty expects to dynamically modify its hedge positions for its own account by it or its affiliate(s) buying or selling shares of Common Stock or engaging in derivatives or other transactions with respect to Common Stock from time to time during the term of a particular Forward, including during the valuation period for such Forward.

The purchases and sales of shares of Common Stock or other hedging transactions by the Forward Counterparty to modify the Forward Counterparty’s hedge positions from time to time during the term of the Forward may variously have a positive, negative or neutral impact on the market price of Common Stock, depending on market conditions at such times.

The settlement price per share under a Forward at maturity (whether on the scheduled maturity date or an accelerated maturity date, as applicable, for the Forward or a portion thereof) will be based on the arithmetic average of volume weighted prices of Common Stock during the valuation period for such Forward that will run between the completion of the Initial Hedging Period for such Forward or shortly thereafter and applicable maturity (the “Reference Price”), subject to the agreed forward floor and cap prices.

The Forward will specify the floor percentage (which will be less than 100%) and the cap percentage (which will be more than 100%).

Upon completion of the Initial Hedging Period with respect to such Forward, the forward floor price and the forward cap price will be determined by multiplying the weighted average prices at which the Forward Counterparty will have sold the shares of Common Stock during the Initial Hedging Period to establish its hedge position for such Forward by the floor percentage and the cap percentage, respectively.

The floor price is intended to mitigate the downside risk of any potential decline in the Reference Price below the floor price during the valuation period, but the cap price would also limit the potential upside benefit to the extent the Reference Price were to exceed the cap price during the valuation period.

The Company will determine the scheduled maturity of a Forward at the time we enter into such Forward based, among other factors, upon the market conditions at the time, and the Company currently expects that such scheduled maturity will be approximately six months after completion of the Initial Hedging Period for such Forward.

If the Company enters into any Forward with the Forward Counterparty, the Company expects to receive under such Forward, (x) an initial cash payment after completion of the respective Initial Hedging Period for such Forward or shortly thereafter, based on, among other factors, the floor price and prepayment percentage agreed for such Forward, if any and (y) at maturity of such Forward (or a portion thereof), an additional payment, if any, to the extent that the total amount due under such Forward exceeds the initial cash payment.

If the number of the shares of Common Stock underlying any Forward is reduced upon completion of the Initial Hedging Period therefor as described above, the Company would not be entitled to receive the full amounts upon prepayment and/or at maturity of such Forward that it may initially anticipate at the time of entry into such Forward.

Through February 20, 2026, the Company was paid $ 26.2 million as initial gross cash proceeds for 20.4 million shares of Common Stock sold in at-the-market offerings.

Fees paid to sales agents were approximately $ 0.5 million.

The Company may be entitled to receive additional cash payments pursuant to the forward sales.

There is no guarantee that we will receive any additional proceeds.

See Note 9—Stockholders’ Deficit for further information.

As of January 15, 2025, all 50.0 million shares subject to the Sales and Registration Agreement have been sold.

Indenture Amendments.

On January 29, 2026, Holdings and Muvico, entered into a letter agreement (the “Letter Agreement”) with certain holders of Muvico’s New 2029 Notes, (such holders, the “New 2029 Noteholders”) pursuant to which Holdings, Muvico, and the 2029 Noteholders agreed to amend the New 2029 Notes Indenture.

The amendments (the “Indenture Amendments”) will, among other things, provide the Company with the flexibility to:

● refinance its Credit Agreement and the Odeon Notes issued by Odeon Finco PLC, a wholly-owned direct subsidiary of OCGL and an indirect subsidiary of Holdings, with new debt that may be secured and guaranteed by Holdings, OCGL, and Muvico, and

● incur up to an additional $ 50 million of secured debt under the New 2029 Notes Indenture.

Pursuant to the Letter Agreement, the parties agreed to cooperate (including cooperating with the trustee and the notes collateral agent) in good faith to memorialize and effectuate the Indenture Amendments as soon as reasonably practicable, and in any event, no later than February 23, 2026.

In consideration for the 2029 Noteholders’ agreement to the Indenture Amendments, the Company will pay the 2029 Noteholders a maximum fee of up to 17,806,866 shares of Common Stock (the “Consent Fee”), subject to a reduction depending on the trading price of the Common Stock for a period following the date of the Letter Agreement.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data