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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-26 · 86 added, 92 removed, 217 unchanged (45% of the section changed)

1 unchanged sentence

(a) Evaluation of disclosure controls and procedures.

The Company maintains a set of disclosure controls and procedures designed to ensure that material information required to be disclosed in its filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that material information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company maintains a set of disclosure controls and procedures designed to ensure that material information required to be disclosed in its filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that material information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated these disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K and have determined that such disclosure controls and procedures were effective.

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Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report in Item 8 of Part II of this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report in Part II, Item 8 of this Annual Report on Form 10-K.

6 unchanged sentences

Compensatory Arrangements of Certain Officers

In order to recognize the ongoing extraordinary efforts of the Company’s management team as the theatrical exhibition industry continues to lag its pre-pandemic performance, encourage continued engagement, and incentivize executives during continued difficult business conditions, on February 19, 2025, the Compensation Committee of the Company’s Board of Directors (the “Committee”), in consultation with the Company’s independent compensation consultant, approved modification of the performance goals for the fiscal year ended December 31, 2024, applicable to certain PSUs granted under the 2013 and 2024 Equity Incentive Plans (collectively, the “EIP”) to certain officers, including the named executive officers (“NEOs”) and certified achievement measured against such modified performance goals.

As described in the Company’s definitive proxy statement on Schedule 14A in connection with its 2024 Annual Meeting of Stockholders, filed on April 24, 2024, each year the Committee approves annual grants under the EIP, half of which are designated as PSUs.

The PSUs are divided into three equal Tranche Years.

Each tranche is eligible to vest based upon attainment of certain financial performance goals during its applicable Tranche Year.

The performance goals

are established at the beginning of the applicable Tranche Year based upon the Company’s financial plan, which in turn is highly dependent upon forecasts of overall industry box office.

For the 2024 Tranche Year, primarily due to changes to studio movie release schedules in response to the continuing impacts of industry strikes in the prior year which were outside the control of the Company, industry box office was lower than the forecasts upon which the performance goals were predicated.

As a result, PSUs allocated to the 2024 Tranche Year with unmodified Adjusted EBITDA performance goals would have vested at only 98%.

The Committee determined that it was equitable to modify the 2024 Tranche Year performance goals to reflect actual industry conditions during the 2024 Tranche Year.

After modification of the performance goals, the PSUs allocated to the 2024 tranche year with adjusted EBITDA performance goals will vest at a level of 146%.

In order to recognize the ongoing extraordinary efforts of the Company’s management team as the theatrical exhibition industry continues to lag its pre-pandemic performance, encourage continued engagement, and incentivize executives during continued difficult business conditions, on February 19, 2026, the Compensation Committee of the Company’s Board of Directors (the “Committee”), in consultation with the Company’s independent compensation consultant, approved modification of the performance goals for the fiscal year ended December 31, 2025, applicable to certain Performance Stock Units (“PSUs”) granted under the 2013 and 2024 Equity Incentive Plans (collectively, the “EIP”) to certain officers, including the named executive officers (“NEOs”) and certified achievement measured against such modified performance goals.

As described in the Company’s definitive proxy statement on Schedule 14A in connection with its 2025 Annual Meeting of Stockholders, filed on October 24, 2025, each year the Committee approves annual grants under the EIP, a portion of which are designated as PSUs.

The PSUs are divided into tranches with each tranche allocated to a fiscal year during the three-year period covered by the grant (each a “Tranche Year”).

Each tranche is eligible to vest based upon

attainment of certain financial performance goals during its applicable Tranche Year.

The performance goals are established at the beginning of the applicable Tranche Year based upon the Company’s financial plan, which in turn is highly dependent upon forecasts of overall industry box office.

For the 2025 Tranche Year, primarily due to changes to studio movie release schedules and weaker than expected consumer demand for the titles released, which were outside the control of the Company, industry box office was lower than the forecasts upon which the performance goals were predicated.

As a result, PSUs allocated to the 2025 Tranche Year with unindexed Adjusted EBITDA performance goals would have vested at 0% and PSUs allocated to the 2025 Tranche Year with unindexed free cash flow performance goals would have vested at 0%.

The Committee determined that it was equitable to index the 2025 Tranche Year performance goals to reflect actual industry conditions during the 2025 Tranche Year.

After modification of the performance goals as described above, the PSUs allocated to the 2025 tranche year with adjusted EBITDA performance goals will vest at a level of 200% and PSUs allocated to the 2025 tranche year with free cash flow performance goals will vest at a level of 200%.

Given the management team’s continued focus on maximizing results despite industry factors outside its control, the Committee felt that the modifications were justified and consistent with the goals of the Company’s executive compensation programs, namely to attract, retain, motivate and reward talented executives.

The table below reflects the incremental number of shares issuable (prior to tax withholding) to NEOs as a result of the modification of the performance goals:

Elizabeth Frank

As a result of the modification of the performance goals, in the first quarter of 2025 the Company estimates it will issue approximately 150,000 additional shares of Common Stock net of tax withholding, incur approximately $1.0 million of incremental stock compensation expense, and make estimated incremental cash payments of approximately $0.4 million to cover tax withholding and cash settlement to certain participants below the executive level.

Carla Chavarria

As a result of the modification of the performance goals, in the first quarter of 2026 the Company estimates it will issue approximately 2.1 million additional shares of Common Stock net of tax withholding, incur approximately $4.6 million of incremental stock compensation expense, and make estimated incremental cash payments of approximately $2.1 million to cover tax withholding.

Retention Bonuses

On February 19, 2026, the Compensation Committee of the Company’s Board of Directors approved one-time cash bonuses (the “Retention Bonuses”) to each of the Company’s Executive Vice Presidents in the amounts set forth below:

Retention Bonus

Executive Vice President, International Operations, Chief Financial Officer & Treasurer

Executive Vice President, Chief Operations, Development & Marketing Officer

Executive Vice President, Europe

The Retention Bonuses are payable in two installments with 25% payable on February 19, 2028, and 75% payable on February 19, 2029, subject to the officer’s continued employment on such dates.

2026 Annual Meeting

The Company plans to hold its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on September 24, 2026.

The time and location of the 2026 Annual Meeting will be specified in the 2026 proxy statement.

Because the 2026 Annual Meeting will be more than thirty (30) days prior to the anniversary of the Company’s 2025 Annual Meeting of Stockholders, the Company is disclosing a new deadline for submission of stockholder proposals for inclusion in the 2026 proxy statement pursuant to Rule 14a-8 under the Exchange Act.

In accordance with Rule 14a-5(f) of the Exchange Act, the Company is hereby informing stockholders that to be considered for inclusion in the 2026 proxy statement, stockholder proposals submitted under Rule 14a-8 of the Exchange Act must be in writing and received

by the Corporate Secretary at the Company’s principal offices at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211, no later than 5:00 pm Central Time on April 30, 2026, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials.

Such proposals must also comply with the remaining requirements of Rule 14a-8.

Any proposal submitted after the foregoing deadline will not be considered timely and will be excluded from the 2026 proxy statement.

Additionally, in accordance with the advance notice provisions set forth in the Company’s Bylaws, in order for a stockholder proposal submitted outside of Rule 14a-8 or a director nomination submitted by a stockholder to be considered timely, it must be received by the Corporate Secretary not earlier than May 27, 2026, and no later than June 26, 2026.

In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than July 26, 2026.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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The Company has attached or incorporated by reference herein certain exhibits as specified below.

Equity Distribution Agreement, dated as of September 26, 2022 by and between AMC Entertainment Holdings, Inc.

and Citigroup Global Markets Inc.

(incorporated by reference from Exhibit 1.1.

to AMC’s Current Report on Form 8-K (File No.

1-33892) filed on September 26, 2022).

Equity Distribution Agreement, dated as of September 6, 2023, by and among AMC Entertainment Holdings, Inc., Citigroup Global Markets Inc., Barclays Capital Inc., B.

Riley Securities, Inc., and Goldman Sachs & Co.

(incorporated by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K (File 1-33892) filed on September 6, 2023).

Equity Distribution Agreement, dated as of November 9, 2023, by and among AMC Entertainment Holdings, Inc., Citigroup Global Markets Inc., Barclays Capital Inc., B.

Riley Securities, Inc., and Goldman Sachs & Co.

(incorporated by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K (File 1-33892) filed on November 9, 2023).

Equity Distribution Agreement, dated as of March 28, 2024, by and among AMC Entertainment Holdings, Inc., Citigroup Global Markets Inc., Barclays Capital Inc., B.

Riley Securities, Inc., and Goldman Sachs & Co.

(incorporated by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K (File 1-33892) filed on March 28, 2024).

Sales and Registration Agreement, dated as of December 6, 2024, by and among AMC Entertainment Holdings, Inc., Goldman Sachs & Co.

1 unchanged sentence

1-33892) filed on December 6, 2024).

Third Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc.

(incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

1-33892) filed on December 23, 2013).

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc., dated as of July 29, 2020 (incorporated by reference from Exhibit 3.1 to AMC’s Current Report on Form 8-K (File No.

1-33892) filed on July 31, 2020).

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc.

dated as of January 25, 2021 (incorporated by reference from Exhibit 3.1 to AMC’s Current Report on Form 8-K (File No.

1-33892) filed on January 25, 2021).

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc.

(incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

1-33892) filed on August 14, 2023).

Certificate of Retirement of 24,057,143 Shares of Class B Common Stock of AMC Entertainment Holdings, Inc., dated as of November 1, 2018 (incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-33892) filed on November 8, 2018).

Certificate of Retirement of 51,769,784 Shares of Class B Common Stock of AMC Entertainment Holdings, Inc., dated as of February 24, 2021 (incorporated by reference from Exhibit 4.32 to AMC’s Annual Report on Form 10-K (File No.

1-33892) filed on March 12, 2021).

Sales and Registration Agreement, dated as of February 9, 2026, by and among AMC Entertainment Holdings, Inc., Goldman Sachs & Co.

LLC and Goldman Sachs International (incorporated by reference from Exhibit 1.1 to AMC’s Current Report on Form 8-K (File No.

1-33892) filed on February 9, 2026).

Fourth Amended and Restated Bylaws of AMC Entertainment Holdings, Inc.

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1-33892) filed on February 28, 2024).

Fourth Amended and Restated Bylaws of AMC Entertainment Holdings, Inc., effective February 22, 2024 (marked to show amendments from prior version) (incorporated by reference from Exhibit 3.2(a) to the Company’s Annual Report Form 10-K (File No.

1-33892) filed on February 28, 2024).

Certificate of Designations for the Series A Convertible Participating Preferred Stock (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

1-33892) filed on August 4, 2022).

Certificate of Elimination of Series A Convertible Participating Preferred Stock (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

1-33892) filed on August 25, 2023).

Deposit Agreement among AMC Entertainment Holdings, Inc., Computershare Inc.

and Computer Share Trust Company, N.A., dated as of August 4, 2022 (Previously filed as an exhibit to our Current Report on Form 8-K filed on August 4, 2022).

Form of Depository Receipt (incorporated by reference from Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-33892) filed on November 8, 2022).

Fourth Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc.

(incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

1-33892) filed on December 11, 2025).

Indenture, dated as of June 5, 2015, respecting AMC Entertainment Inc.’s 5.75% Senior Subordinated Notes due 2025, among AMC Entertainment Inc., the Guarantors named therein and U.S.

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1-33892) filed on July 31, 2020).

Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference from Exhibit 4.5 to AMC’s Annual Report on Form 10-K (File No.

1-33892) filed on February 28, 2023).

Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

Indenture respecting AMC Entertainment Holdings, Inc.’s 10%/12% Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 by and among AMC Entertainment Holdings, Inc., the guarantors party thereto and GLAS Trust Company LLC, as trustee and collateral agent, dated as of July 31, 2020 (incorporated by reference from Exhibit 4.1 to AMC’s Current Report on Form 8-K (File No.

4 unchanged sentences

1-33892) filed on July 22, 2024).

First Lien/Second Lien Intercreditor Agreement, by and among AMC Entertainment Holdings, Inc., the guarantors party thereto and the Collateral Agents, dated as of July 31, 2020 (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No.

1-33892) filed to July 31, 2020).

1 to First Lien Intercreditor Agreement, by and among AMC Entertainment Holdings, Inc., the guarantors party thereto, the First Lien Credit Facilities Collateral Agent, the Additional Silver Lake First Lien Notes Collateral Agent, the New First Lien Notes Collateral Agent and the Convertible First Lien Notes Collateral Agent, dated as of July 31, 2020 (incorporated by reference from Exhibit 10.2 to AMC’s Current Report on Form 8-K (File No.

1-33892) filed on July 31, 2020).

Indenture, dated as of February 14, 2022, among AMC Entertainment Holdings, Inc., the guarantors therein and U.S.

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1-33892) filed on July 22, 2024).

4 to First Lien Intercreditor Agreement, by and among AMC Entertainment Holdings, Inc., the guarantors party thereto, the New Term Loan Collateral Agent, the Exchangeable Notes Collateral Agent and the Existing Credit Agreement Collateral Agent, dated as of July 22, 2024 (incorporated by reference from Exhibit 4.6 to the Company’s Current Report on Form 8-K (File No.

1-33892) filed on July 22, 2024).

Credit Facilities Intercreditor Agreement, by and between the Existing Credit Agreement Collateral Agent and the New Term Loan Collateral Agent, and acknowledged by AMC Entertainment Holdings, Inc.

1 unchanged sentence

1-33892) filed on July 22, 2024).

Supplemental Indenture, dated as of July 1, 2025, by and among Muvico, the guarantors party thereto and GLAS Trust Company LLC, as trustee and notes collateral agent (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-33892) filed on July 1, 2025).

New 2029 Notes Indenture, by and among Muvico, the Company, the other guarantors party thereto and CSC Delaware Trust Company, as trustee and as notes collateral agent, dated as of July 24, 2025 (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.