AMC ENTERTAINMENT HOLDINGS, INC. 10-K

Item 8. Financial Statements and Supplementary Data . ​ MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING ​ AMC Entertainment Holdings, Inc. ​ TO THE STOCKHOLDERS OF AMC ENTERTAINMENT HOLDINGS, INC. ​ Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rule 13a-15(f) of the Exchange Act. With management’s participation, an evaluation of the effectiveness of internal control over financial reporting was conducted as of December 31, 2025, based on the framework and criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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 that follows this report. ​ ​ /s/ Adam M. Aron ​ Chairman of the Board, Chief Executive Officer and President ​ ​ ​ ​ ​ /s/ S EAN D. G OODMAN ​ Executive Vice President, International Operations, Chief Financial Officer and Treasurer ​ ​ ​ ​ 70 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors of AMC Entertainment Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of AMC Entertainment Holdings, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impairment of long-lived assets Description of the Matter ​ For the year ended December 31, 2025, the Company recorded impairment charges related to long-lived assets of $28.0 million and $15.5 million on theatres in the US and International markets, respectively. As discussed in Note 1 to the consolidated financial statements, the Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. Asset groups are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The Company estimates the future undiscounted 71 Table of Contents 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 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 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 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. ​ ​ ​ ​ ​ Initial Recognition of Exchangeable Notes and Related Features Description of the Matter ​ 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 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 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 72 Table of Contents 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 and the clerical accuracy of the model used to estimate the fair value of the derivative liability. ​ /s/ Ernst & Young LLP We have served as the Company’s auditor since 2020 Kansas City, Missouri February 23, 2026 73 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors of AMC Entertainment Holdings, Inc. Opinion on Internal Control Over Financial Reporting We have audited AMC Entertainment Holdings, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, AMC Entertainment Holdings, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 23, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Kansas City, Missouri February 23, 2026 ​ 74 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. ​ CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions, except share and per share amounts) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ Admissions ​ $ 2,652.8 ​ $ 2,560.5 ​ $ 2,690.5 Food and beverage ​ ​ 1,671.3 ​ ​ 1,624.9 ​ ​ 1,669.8 Other theatre ​ ​ 524.8 ​ ​ 451.8 ​ ​ 452.3 Total revenues ​ ​ 4,848.9 ​ ​ 4,637.2 ​ ​ 4,812.6 Operating costs and expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ Film exhibition costs ​ ​ 1,275.2 ​ ​ 1,239.2 ​ ​ 1,291.1 Food and beverage costs ​ ​ 327.0 ​ ​ 305.6 ​ ​ 315.3 Operating expense, excluding depreciation and amortization below ​ ​ 1,786.0 ​ ​ 1,679.4 ​ ​ 1,691.5 Rent ​ ​ 887.3 ​ ​ 873.6 ​ ​ 873.5 General and administrative: ​ ​ ​ ​ ​ ​ ​ ​ ​ Merger, acquisition and other costs ​ ​ 3.6 ​ ​ 0.1 ​ ​ 1.7 Other, excluding depreciation and amortization below ​ ​ 230.3 ​ ​ 226.8 ​ ​ 241.9 Depreciation and amortization ​ ​ 313.4 ​ ​ 319.5 ​ ​ 365.0 Impairment of long-lived assets ​ ​ 43.5 ​ ​ 72.3 ​ ​ 106.9 Operating costs and expenses ​ ​ 4,866.3 ​ ​ 4,716.5 ​ ​ 4,886.9 Operating loss ​ ​ ( 17.4 ) ​ ​ ( 79.3 ) ​ ​ ( 74.3 ) Other expense, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ Other expense (income) ​ ​ 112.4 ​ ​ ( 156.2 ) ​ ​ ( 76.8 ) Interest expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate borrowings ​ ​ 459.5 ​ ​ 401.8 ​ ​ 369.6 Finance lease obligations ​ ​ 6.0 ​ ​ 5.4 ​ ​ 3.7 Non-cash NCM exhibitor services agreement ​ ​ 64.7 ​ ​ 36.5 ​ ​ 37.9 Investment income ​ ​ ( 32.1 ) ​ ​ ( 16.3 ) ​ ​ ( 15.5 ) Total other expense, net ​ ​ 610.5 ​ ​ 271.2 ​ ​ 318.9 Loss before income taxes ​ ​ ( 627.9 ) ​ ​ ( 350.5 ) ​ ​ ( 393.2 ) Income tax provision ​ ​ 4.5 ​ ​ 2.1 ​ ​ 3.4 Net loss ​ $ ( 632.4 ) ​ $ ( 352.6 ) ​ $ ( 396.6 ) Net loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted ​ $ ( 1.34 ) ​ $ ( 1.06 ) ​ $ ( 2.37 ) Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted (in thousands) ​ ​ 472,899 ​ ​ 332,920 ​ ​ 167,644 ​ See Notes to Consolidated Financial Statements. ​ ​ 75 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. ​ CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Net loss ​ $ ( 632.4 ) ​ $ ( 352.6 ) ​ $ ( 396.6 ) Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized foreign currency translation adjustments ​ 95.0 ​ ( 55.6 ) ​ 1.1 Pension adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net gain (loss) arising during the period ​ ( 5.2 ) ​ 1.8 ​ ( 2.0 ) Other comprehensive income (loss) ​ 89.8 ​ ( 53.8 ) ​ ( 0.9 ) Total comprehensive loss ​ $ ( 542.6 ) ​ $ ( 406.4 ) ​ $ ( 397.5 ) ​ See Notes to Consolidated Financial Statements. ​ ​ 76 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. ​ CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ (In millions, except share data) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 428.5 ​ $ 632.3 Restricted cash ​ ​ 48.8 ​ ​ 48.5 Receivables, net ​ 156.0 ​ 168.1 Other current assets ​ 97.2 ​ 98.3 Total current assets ​ 730.5 ​ 947.2 Property, net ​ 1,374.2 ​ 1,442.3 Operating lease right-of-use assets, net ​ ​ 3,137.3 ​ ​ 3,220.1 Intangible assets, net ​ 147.4 ​ 144.3 Goodwill ​ 2,416.1 ​ 2,301.1 Other long-term assets ​ 212.3 ​ 192.5 Total assets ​ $ 8,017.8 ​ $ 8,247.5 LIABILITIES AND STOCKHOLDERS’ DEFICIT ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 382.9 ​ $ 378.3 Accrued expenses and other liabilities ​ 338.2 ​ 340.6 Deferred revenues and income ​ 465.5 ​ 432.4 Current maturities of corporate borrowings ​ 19.9 ​ 64.2 Current maturities of finance lease liabilities ​ ​ 5.8 ​ ​ 4.4 Current maturities of operating lease liabilities ​ ​ 560.0 ​ ​ 524.9 Total current liabilities ​ 1,772.3 ​ 1,744.8 Corporate borrowings ​ 4,018.6 ​ 4,010.9 Finance lease liabilities ​ ​ 46.7 ​ ​ 44.9 Operating lease liabilities ​ ​ 3,485.0 ​ ​ 3,627.6 Exhibitor services agreement ​ 459.1 ​ 464.0 Deferred tax liability, net ​ 35.7 ​ 33.9 Other long-term liabilities ​ 95.2 ​ 81.9 Total liabilities ​ 9,912.6 ​ 10,008.0 Commitments and contingencies ​ ​ ​ ​ ​ ​ Stockholders’ deficit: ​ ​ ​ ​ ​ ​ AMC Entertainment Holdings, Inc.'s stockholders' deficit: ​ ​ ​ ​ ​ ​ Preferred stock, $ .01 par value per share, 50,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025, and December 31, 2024 ​ ​ — ​ ​ — Class A common stock ($ .01 par value, 1,100,000,000 shares authorized; 512,943,561 shares issued and outstanding as of December 31, 2025; 550,000,000 authorized; 414,417,797 shares issued and outstanding as of December 31, 2024) ​ 5.1 ​ 4.1 Additional paid-in capital ​ 7,121.5 ​ 6,714.2 Accumulated other comprehensive loss ​ ( 42.2 ) ​ ( 132.0 ) Accumulated deficit ​ ( 8,979.2 ) ​ ( 8,346.8 ) Total stockholders' deficit ​ ​ ( 1,894.8 ) ​ ​ ( 1,760.5 ) Total liabilities and stockholders’ deficit ​ $ 8,017.8 ​ $ 8,247.5 ​ See Notes to Consolidated Financial Statements. 77 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. ​ CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ December 31, ​ December 31, (In millions) ​ 2025 ​ 2024 ​ 2023 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 632.4 ) ​ $ ( 352.6 ) ​ $ ( 396.6 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 313.4 ​ 319.5 ​ ​ 365.0 Loss (gain) on extinguishment of debt ​ 196.0 ​ ( 38.9 ) ​ ​ ( 142.8 ) Gain on derivatives ​ ​ ( 37.4 ) ​ ​ ( 75.8 ) ​ ​ — Deferred income taxes ​ 1.8 ​ 1.5 ​ ​ 0.7 Impairment of long-lived assets ​ 43.5 ​ 72.3 ​ ​ 106.9 Loss (gain) on investments in Hycroft ​ ​ ( 34.4 ) ​ ​ 2.9 ​ ​ 12.6 Impairment of equity security without readily determinable fair value ​ ​ 10.3 ​ ​ — ​ ​ 1.0 Amortization of net discount (premium) on corporate borrowings to interest expense ​ 14.6 ​ ( 17.5 ) ​ ​ ( 55.6 ) Amortization of deferred financing costs to interest expense ​ ​ 11.3 ​ ​ 8.3 ​ ​ 9.6 PIK interest expense ​ ​ 44.4 ​ ​ 14.7 ​ ​ — Non-cash portion of stock-based compensation ​ 16.9 ​ 22.0 ​ ​ 42.5 Gain on disposition of Saudi Cinema Company ​ ​ — ​ ​ — ​ ​ ( 15.5 ) Equity in earnings from non-consolidated entities, net of distributions ​ ( 0.2 ) ​ ( 1.6 ) ​ ​ ( 0.2 ) Lease incentives ​ ​ 45.6 ​ ​ 31.8 ​ ​ 23.9 Non-cash rent benefit ​ ​ ( 109.3 ) ​ ​ ( 106.1 ) ​ ​ ( 159.1 ) Net periodic benefit cost ​ ​ 1.2 ​ ​ 1.8 ​ ​ 1.4 Non-cash shareholder litigation expense ​ ​ — ​ ​ — ​ ​ 99.3 Change in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Receivables ​ 13.2 ​ 37.4 ​ ​ ( 45.6 ) Other assets ​ 4.6 ​ ( 10.7 ) ​ ​ ( 6.7 ) Accounts payable ​ ( 7.5 ) ​ 60.1 ​ ​ ( 0.7 ) Accrued expenses and other liabilities ​ 10.9 ​ ( 13.8 ) ​ ​ ( 26.7 ) Other, net ​ ( 26.3 ) ​ ( 6.1 ) ​ ​ ( 28.6 ) Net cash used in operating activities ​ ( 119.8 ) ​ ( 50.8 ) ​ ​ ( 215.2 ) Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 246.1 ) ​ ( 245.5 ) ​ ​ ( 225.6 ) Acquisition of theatre assets ​ ​ — ​ ​ — ​ ​ ( 4.0 ) Proceeds from disposition of Saudi Cinema Company ​ ​ — ​ ​ — ​ ​ 30.0 Proceeds from disposition of long-term assets ​ 2.9 ​ 0.5 ​ ​ 16.5 Proceeds from sale of securities ​ ​ 24.1 ​ ​ — ​ ​ — Investment in non-consolidated entities ​ ​ ( 4.0 ) ​ ​ — ​ ​ — Other, net ​ 1.5 ​ 2.1 ​ ​ 3.0 Net cash used in investing activities ​ ( 221.6 ) ​ ( 242.9 ) ​ ​ ( 180.1 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net proceeds from equity issuances ​ ​ 169.6 ​ ​ 254.9 ​ ​ 832.7 Proceeds from issuance of Senior Secured Notes due 2029 ​ ​ 244.4 ​ ​ — ​ ​ — Proceeds from issuance of Term Loan due 2029 ​ ​ — ​ ​ 27.0 ​ ​ — Principal payments under the Second Lien Notes due 2026 ​ ​ ( 131.2 ) ​ ​ — ​ ​ — Principal payments under Senior Subordinated Notes due 2024 ​ ​ — ​ ​ ( 5.0 ) ​ ​ — Principal payments under Senior Subordinated Notes due 2025 ​ ​ ( 42.8 ) ​ ​ — ​ ​ — Principal payments under Senior Subordinated Notes due 2026 ​ ​ ( 41.9 ) ​ ​ — ​ ​ — Principal payments under Term Loan due 2026 ​ ​ — ​ ​ ( 27.0 ) ​ ​ — Principal payments under finance lease obligations ​ ​ ( 4.2 ) ​ ​ ( 4.6 ) ​ ( 5.6 ) Scheduled principal payments under Term Loan borrowings ​ ​ ( 20.1 ) ​ ​ ( 20.1 ) ​ ( 20.0 ) Repurchase of Senior Subordinated Notes due 2025 ​ ​ ( 1.3 ) ​ ​ ( 14.8 ) ​ ​ — Repurchase of Senior Subordinated Notes due 2026 ​ ​ — ​ ​ ( 6.0 ) ​ ​ ( 1.7 ) Repurchase of Second Lien Notes due 2026 ​ ​ — ​ ​ ( 83.2 ) ​ ​ ( 139.9 ) Cash used to pay deferred financing costs ​ ​ ( 40.5 ) ​ ​ ( 46.7 ) ​ ( 2.0 ) 78 Table of Contents Debt extinguishment costs ​ ​ ( 2.4 ) ​ ​ ( 3.9 ) ​ ​ — Taxes paid for restricted unit withholdings ​ ( 4.4 ) ​ ( 2.2 ) ​ ​ ( 14.2 ) Net cash provided by financing activities ​ 125.2 ​ 68.4 ​ ​ 649.3 Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ 12.7 ​ ( 5.3 ) ​ ​ 3.0 Net increase (decrease) in cash and cash equivalents and restricted cash ​ ( 203.5 ) ​ ( 230.6 ) ​ ​ 257.0 Cash and cash equivalents and restricted cash at beginning of period ​ 680.8 ​ 911.4 ​ ​ 654.4 Cash and cash equivalents and restricted cash at end of period ​ $ 477.3 ​ $ 680.8 ​ $ 911.4 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid during the period for: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ $ 406.9 ​ $ 401.6 ​ $ 421.2 Income taxes paid, net (1) ​ $ 2.8 ​ $ 0.7 ​ $ 4.3 Schedule of non-cash activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction payables at period end ​ $ 43.1 ​ $ 35.1 ​ $ 42.3 Other third-party equity issuance costs payable ​ $ — ​ $ 1.2 ​ $ 0.1 Deferred financing costs payable ​ $ 4.7 ​ $ 0.2 ​ $ — Extinguishment of 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 in exchange for share issuance (2) Principal only ​ $ 143.0 ​ $ — ​ $ — Extinguishment of 7.5 % First Lien Notes due 2029 in exchange for Senior Secured Notes due 2029 (2) ​ $ 599.6 ​ $ — ​ $ — 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 ​ $ 194.4 ​ $ — ​ $ — Cancellation of Senior Secured Exchangeable Notes due 2030 pursuant to principal adjustment feature (2) Principal only ​ $ 39.9 ​ $ — ​ $ — Extinguishment of Second Lien Notes due 2026 in exchange for share issuance (2) ​ $ — ​ $ 263.6 ​ $ 238.6 Extinguishment of Senior Subordinated Notes due 2025 in exchange for share issuance (2) ​ $ — ​ $ 38.8 ​ $ — Extinguishment of Senior Subordinated Notes due 2026 in exchange for share issuance (2) ​ $ — ​ $ 2.4 ​ $ — Extinguishment of Second Lien Notes due 2026 in exchange for Term Loans due 2029 (2) ​ $ — ​ $ 2.3 ​ $ — Extinguishment of principal amount of the Second Lien Notes due 2026 in exchange for Term Loan due 2029 (2) ​ $ — ​ $ 104.2 ​ $ — Extinguishment of principal amount of the Second Lien Notes due 2026 in exchange for Exchangeable Notes due 2030 (2) ​ $ — ​ $ 414.4 ​ $ — ​ (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. ​ ​ ​ ​ ​ ​ 79 Table of Contents AMC ENTERTAINMENT HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A Convertible ​ Depositary Shares ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Participating ​ of AMC ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Class A Common Stock ​ Preferred Stock ​ Preferred Equity ​ ​ ​ ​ Paid-in ​ Comprehensive ​ Accumulated ​ Stockholders’ (In millions, except share and per share data) ​ ​ ​ Shares (1) ​ ​ ​ Amount ​ ​ ​ Shares (1) ​ Units (1) ​ ​ ​ Amount ​ Capital ​ Loss ​ ​ ​ Deficit ​ ​ ​ Deficit Balance December 31, 2022 ​ 51,683,892 ​ $ 0.5 ​ 7,245,872 ​ 72,458,705 ​ $ 0.1 ​ $ 5,049.8 ​ $ ( 77.3 ) ​ $ ( 7,597.6 ) ​ $ ( 2,624.5 ) Net loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 396.6 ) ​ ​ ( 396.6 ) Other comprehensive loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 0.9 ) ​ ​ — ​ ​ ( 0.9 ) Share issuances ​ 88,030,843 ​ ​ 0.9 ​ 705,036 ​ 7,050,362 ​ ​ — ​ ​ 759.4 ​ ​ — ​ ​ — ​ ​ 760.3 Antara Forward Purchase Agreement (2) ​ — ​ ​ — ​ 1,976,213 ​ 19,762,130 ​ ​ — ​ ​ 193.7 ​ ​ — ​ ​ — ​ ​ 193.7 AMC Preferred Equity Units issuance ​ 99,540,642 ​ ​ 1.0 ​ ( 9,954,065 ) ​ ( 99,540,642 ) ​ ​ ( 0.1 ) ​ ​ ( 0.9 ) ​ ​ — ​ ​ — ​ ​ — Settlement payment ​ 6,897,018 ​ ​ 0.1 ​ — ​ — ​ ​ — ​ ​ 99.2 ​ ​ — ​ ​ — ​ ​ 99.3 Debt for equity exchange ​ 14,186,651 ​ ​ 0.1 ​ — ​ — ​ ​ — ​ ​ 92.8 ​ ​ — ​ ​ — ​ ​ 92.9 Taxes paid for restricted unit withholdings ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ ( 14.2 ) ​ ​ — ​ ​ — ​ ​ ( 14.2 ) Stock-based compensation ​ 235,346 ​ ​ — ​ 26,944 ​ 269,445 ​ ​ — ​ ​ 42.1 ​ ​ — ​ ​ — ​ ​ 42.1 Balance December 31, 2023 ​ 260,574,392 ​ $ 2.6 ​ — ​ — ​ $ — ​ $ 6,221.9 ​ $ ( 78.2 ) ​ $ ( 7,994.2 ) ​ $ ( 1,847.9 ) Net loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 352.6 ) ​ ​ ( 352.6 ) Other comprehensive loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 53.8 ) ​ ​ — ​ ​ ( 53.8 ) Share issuances ​ 75,497,216 ​ ​ 0.7 ​ — ​ — ​ ​ — ​ ​ 252.8 ​ ​ — ​ ​ — ​ ​ 253.5 Forward purchase agreements ​ 30,000,000 ​ ​ 0.3 ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 0.3 Debt for equity exchange ​ 47,654,455 ​ ​ 0.5 ​ — ​ — ​ ​ — ​ ​ 219.8 ​ ​ — ​ ​ — ​ ​ 220.3 Taxes paid for restricted unit withholdings ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ ( 2.2 ) ​ ​ — ​ ​ — ​ ​ ( 2.2 ) Stock-based compensation ​ 691,734 ​ ​ — ​ — ​ — ​ ​ — ​ ​ 21.9 ​ ​ — ​ ​ — ​ ​ 21.9 Balance December 31, 2024 ​ 414,417,797 ​ $ 4.1 ​ — ​ — ​ $ — ​ $ 6,714.2 ​ $ ( 132.0 ) ​ $ ( 8,346.8 ) ​ $ ( 1,760.5 ) Net loss ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 632.4 ) ​ ​ ( 632.4 ) Other comprehensive income ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ 89.8 ​ ​ — ​ ​ 89.8 Share issuances ​ 17,052,756 ​ ​ 0.2 ​ — ​ — ​ ​ — ​ ​ 170.6 ​ ​ — ​ ​ — ​ ​ 170.8 Debt for equity exchange ​ 79,800,000 ​ ​ 0.8 ​ — ​ — ​ ​ — ​ ​ 224.2 ​ ​ — ​ ​ — ​ ​ 225.0 Taxes paid for restricted unit withholdings ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ ( 4.4 ) ​ ​ — ​ ​ — ​ ​ ( 4.4 ) Stock-based compensation (3) ​ 1,673,008 ​ ​ — ​ — ​ — ​ ​ — ​ ​ 16.9 ​ ​ — ​ ​ — ​ ​ 16.9 Balance December 31, 2025 ​ 512,943,561 ​ $ 5.1 ​ — ​ — ​ $ — ​ $ 7,121.5 ​ $ ( 42.2 ) ​ $ ( 8,979.2 ) ​ $ ( 1,894.8 ) (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. (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 ​ 80 Table of Contents AMC ENTERTAINM ENT HOLDINGS, INC. ​ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ Years Ended December 31, 2025, 2024, 2023 ​ NOTE 1—THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES ​ AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. (“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. 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 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 the effects of 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. Liquidity. The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations and satisfy its obligations currently and through the next twelve months. The Company’s cash burn rates are not sustainable long-term. 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 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. There can be no assurance that the revenues, attendance levels, and other assumptions used to estimate the Company’s liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels, and success of individual titles. Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet the Company’s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all. The Company expects, from time to time, to continue to seek to retire or purchase its outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as it may determine, and will depend on prevailing market conditions, its liquidity requirements, the availability of authorized share capital, 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 8—Stockholders’ Deficit and Note 14—Subsequent Events for further information on these sales. Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 81 Table of Contents Principles of Consolidation. The consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above. All significant intercompany balances and transactions have been eliminated in consolidation. The Company manages its business under two reportable segments for its theatrical exhibition operations: U.S. markets and International markets. Revenues. The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer. Admissions and food and beverage revenues are recorded at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. 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 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. The Company recognizes ticket fee revenues based on a gross transaction price. The Company is a principal (as opposed to agent) in the arrangement with third-party internet ticketing companies in regard to the sale of online tickets because the Company controls the online tickets before they are transferred to the customer. The online ticket fee revenues and the third-party commission or service fees are recorded in the line items other theatre revenues and operating expense, respectively, in the consolidated statements of operations. Film Exhibition Costs. Film exhibition costs are accrued based on the applicable box office receipts and estimates of the final settlement to the film licensors. Film exhibition costs include certain advertising costs. As of December 31, 2025 and December 31, 2024, the Company recorded film payables of $ 144.4 million and $ 143.9 million, respectively, which are included in accounts payable in the accompanying consolidated balance sheets. 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, 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. Food and Beverage Costs. The Company records rebate payments from vendors as a reduction of food and beverage costs when earned. 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 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. 82 Table of Contents Customer Loyalty Programs. 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 $ 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. All investments purchased with an original maturity of three months or less are classified as cash equivalents. As of December 31, 2025, cash and cash equivalents for the U.S. 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, 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 Cash and cash equivalents ​ $ 428.5 ​ $ 632.3 ​ $ 884.3 Restricted cash ​ ​ 48.8 ​ ​ 48.5 ​ ​ 27.1 Total cash and cash equivalents and restricted cash in the statement of cash flows ​ $ 477.3 ​ $ 680.8 ​ $ 911.4 ​ As of December 31, 2025, restricted cash for the U.S. 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 was $ 20.7 million and $ 27.8 million, respectively. Intangible Assets. 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 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. Investments. 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. Under the equity method, the Company shall recognize its 83 Table of Contents 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. Derivatives. 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. Goodwill. 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 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 84 Table of Contents 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. 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. Leases. The Company leases theatres and equipment under operating and finance leases. Many of the leases contain options to extend the leases for additional periods. 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 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, 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. As a result, the Company will not recognize right-of-use assets or liabilities for short-term leases that qualify for the short-term practical expedient, but instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. The Company’s lease agreements do not contain residual value guarantees. Short-term leases and sublease arrangements are immaterial. Equipment leases primarily consist of food and beverage and digital equipment. Impairment of Long-lived Assets. 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 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 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. Actual future cash flows could vary significantly from such 85 Table of Contents estimates. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Impairment of long-lived assets ​ $ 43.5 ​ $ 72.3 ​ $ 106.9 Impairment of equity investments recorded in investment income ​ ​ 10.3 ​ ​ — ​ ​ 1.0 Total impairment loss ​ $ 53.8 ​ $ 72.3 ​ $ 107.9 ​ 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 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. markets. 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. 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. markets. Foreign Currency Translation. Operations outside the United States are generally measured using the local currency as the functional currency. 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 United Kingdom and Sweden. The Company also sponsors various defined contribution plans. 86 Table of Contents The following table sets forth the plans’ benefit obligations and plan assets included in the consolidated balance sheets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Pension Benefits ​ International Pension Benefits (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Aggregated projected benefit obligation at end of period ​ $ ( 73.9 ) ​ $ ( 73.8 ) ​ $ ( 71.4 ) ​ $ ( 63.7 ) Aggregated fair value of plan assets at end of period ​ 61.5 ​ 59.5 ​ 67.2 ​ 66.6 Net asset (liability) for benefit cost - funded status ​ $ ( 12.4 ) ​ $ ( 14.3 ) ​ $ ( 4.2 ) ​ $ 2.9 ​ 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. pension plans during the year ended December 31, 2026. The Company intends to make future cash contributions to the plans in an amount necessary to meet minimum funding requirements according to applicable benefit plan regulations. The weighted-average assumptions used to determine benefit obligations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Pension Benefits ​ International Pension Benefits ​ ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2025 ​ December 31, 2024 Discount rate 5.28 % ​ 5.43 % ​ 4.78 % ​ 5.18 % Rate of compensation increase N/A ​ N/A ​ 2.13 % ​ 2.22 % ​ The weighted-average assumptions used to determine net periodic benefit cost are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Pension Benefits ​ International Pension Benefits ​ ​ ​ Year Ended ​ Year Ended ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Discount rate ​ 5.43 % ​ 4.76 % ​ 4.97 % ​ 5.18 % ​ 4.53 % ​ 4.82 % Weighted average expected long-term return on plan assets ​ 6.56 % ​ 6.56 % ​ 6.56 % ​ 5.41 % ​ 4.34 % ​ 4.32 % Rate of compensation increase ​ N/A ​ N/A ​ N/A ​ 2.22 % ​ 2.07 % ​ 2.19 % ​ Pension actuarial gains and losses are recorded in stockholders’ deficit as a component of accumulated other comprehensive loss. 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, 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. The following table provides the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter: ​ ​ ​ ​ ​ ​ ​ ​ (In millions) ​ U.S. Pension Benefits ​ International Pension Benefits 2026 ​ $ 6.3 ​ $ 4.2 2027 ​ 5.9 ​ ​ 4.3 2028 ​ 6.4 ​ ​ 4.5 2029 ​ 6.7 ​ ​ 4.3 2030 ​ 6.2 ​ ​ 4.8 Years 2031 - 2035 ​ 27.1 ​ ​ 25.9 ​ The Company’s investment objectives for its U.S. defined benefit pension plan investments are: (1) to preserve the value of its principal; (2) to maximize a real long-term return with respect to the plan assets consistent with 87 Table of Contents minimizing risk; (3) to achieve and maintain adequate asset coverage for accrued benefits under the plan; and (4) to maintain sufficient liquidity for payment of the plan obligations and expenses. The Company uses a diversified allocation of equity, debt, commodity and real estate exposures that are customized to the plan’s cash flow benefit needs. A weighted average targeted allocation percentage is assigned to each asset class as follows: equity securities of 30 %, debt securities of 67 %, and private real estate of 3 %. The International pension benefit plans do not have an established asset target allocation. Investments in the pension plan assets are measured at fair value on a recurring basis. As of December 31, 2025, for the U.S. 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, 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. 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. Income and Operating Taxes. The Company accounts for income taxes in accordance with ASC 740-10. Under ASC 740-10, deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded by the asset and liability method. 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 U.S. subsidiaries file a consolidated U.S. federal income tax return and combined income tax returns in certain state jurisdictions. Foreign subsidiaries file income tax returns in foreign jurisdictions. Income taxes are determined based on separate company computations of income or loss. Tax sharing arrangements are in place and utilized when tax benefits from affiliates in the consolidated group are used to offset what would otherwise be taxable income generated by Holdings or another affiliate. Casualty Insurance. The Company is self-insured for general liability up to $ 1.0 million per occurrence and carries a $ 0.5 million deductible limit per occurrence for workers’ compensation claims. The Company utilizes actuarial projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for adverse developments on known claims and an allowance for claims which have been incurred but which have not yet been reported. As of December 31, 2025 and December 31, 2024, the Company recorded casualty insurance reserves of $ 33.7 million and $ 25.7 million, respectively. The Company recorded expenses related to general liability and workers’ compensation claims of $ 64.2 million, $ 65.5 million, and $ 53.1 million for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively. Casualty insurance expense is recorded in operating expense. 88 Table of Contents Government Assistance. The Company recognizes government assistance when the conditions of the grant have been met and there is reasonable assurance that the assistance will be received. Grants relating to specific costs are treated as a reduction of that cost in the consolidated statement of operations. General grants are recorded within other expense (income). 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. The general requirements of the grants were that the grantees must have lost income due to the COVID-19 pandemic. The Company concluded all grant criteria had been met and therefore have recognized the entire award. Additionally, the Company recognized $ 1.1 million, $ 4.5 million and $ 3.2 million of government assistance as reduction to property, net during the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively. The assistance relates to the construction of capital assets related to the innovation, modernization, and digitalization of the theatrical exhibition industry in certain countries in the International markets. During the 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 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): The following table sets forth the components of other expense (income): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Governmental assistance - International markets ​ $ ( 10.8 ) ​ $ ( 0.1 ) ​ $ ( 3.8 ) Governmental assistance - U.S. markets ​ ​ — ​ ​ — ​ ​ ( 1.0 ) Foreign currency transaction (gains) losses ​ ​ ( 28.1 ) ​ ​ 7.0 ​ ​ ( 17.8 ) Non-operating components of net periodic benefit cost ​ ​ 1.2 ​ ​ 1.8 ​ ​ 1.4 Gain on extinguishment - Second Lien Notes due 2026 ​ ​ ( 6.6 ) ​ ​ ( 40.3 ) ​ ​ ( 140.5 ) Loss on extinguishment - Senior Subordinated Notes due 2025 ​ ​ — ​ ​ 2.7 ​ ​ — Loss (gain) on extinguishment - Senior Subordinated Notes due 2026 ​ ​ 0.3 ​ ​ ( 1.3 ) ​ ​ ( 2.3 ) Loss on extinguishment - 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 ​ ​ 103.3 ​ ​ — ​ ​ — Loss on extinguishment - 7.5 % First Lien Notes due 2029 ​ ​ 99.0 ​ ​ — ​ ​ — Term Loan modifications - third party fees ​ ​ 3.1 ​ ​ 42.3 ​ ​ — Increase in fair value of bifurcated embedded derivative liability - Senior Secured Exchangeable Notes due 2030 ​ ​ 19.3 ​ ​ — ​ ​ — Decrease in fair value of bifurcated embedded derivative liability - 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 ​ ​ ( 56.7 ) ​ ​ ( 75.8 ) ​ ​ — Equity in earnings of non-consolidated entities ​ ​ ( 6.8 ) ​ ​ ( 12.4 ) ​ ​ ( 7.7 ) Derivative stockholder settlement (1) ​ ​ — ​ ​ — ​ ​ ( 14.0 ) Shareholder litigation expense and (recoveries) (2) ​ ​ ( 3.8 ) ​ ​ ( 40.2 ) ​ ​ 110.2 Vendor dispute settlement (3) ​ ​ — ​ ​ ( 36.2 ) ​ ​ — Other settlement proceeds ​ ​ — ​ ​ ( 3.6 ) ​ ​ — Business interruption insurance recoveries ​ ​ ( 1.0 ) ​ ​ ( 0.1 ) ​ ​ ( 1.3 ) Total other expense (income) ​ $ 112.4 ​ $ ( 156.2 ) ​ $ ( 76.8 ) ​ 89 Table of Contents (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 Income Tax Disclosures. 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 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 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 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 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. 90 Table of Contents 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 ​ Disaggregation of Revenue. Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 Major revenue types ​ ​ ​ ​ ​ ​ ​ Admissions ​ $ 2,652.8 ​ $ 2,560.5 ​ $ 2,690.5 Food and beverage ​ ​ 1,671.3 ​ ​ 1,624.9 ​ ​ 1,669.8 Other theatre: ​ ​ ​ ​ ​ ​ ​ ​ ​ Advertising ​ ​ 152.1 ​ ​ 132.9 ​ ​ 129.5 Other theatre ​ ​ 372.7 ​ ​ 318.9 ​ ​ 322.8 Other theatre ​ ​ 524.8 ​ ​ 451.8 ​ ​ 452.3 Total revenues ​ $ 4,848.9 ​ $ 4,637.2 ​ $ 4,812.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 Timing of revenue recognition ​ ​ ​ ​ ​ ​ Products and services transferred at a point in time ​ $ 4,362.5 ​ $ 4,224.7 ​ $ 4,424.1 Products and services transferred over time (1) ​ ​ 486.4 ​ ​ 412.5 ​ ​ 388.5 Total revenues ​ $ 4,848.9 ​ $ 4,637.2 ​ $ 4,812.6 ​ (1) Amounts primarily include subscription and advertising revenues. ​ ​ The following tables provide the balances of receivables, net and deferred revenues and income: ​ ​ ​ ​ ​ ​ ​ ​ (In millions) ​ December 31, 2025 ​ December 31, 2024 Current assets ​ ​ ​ ​ ​ ​ Receivables related to contracts with customers ​ $ 95.1 ​ $ 86.0 Miscellaneous receivables ​ ​ 60.9 ​ ​ 82.1 Receivables, net ​ $ 156.0 ​ $ 168.1 ​ 91 Table of Contents ​ ​ ​ ​ ​ ​ ​ (In millions) ​ December 31, 2025 ​ December 31, 2024 Current liabilities ​ ​ ​ ​ ​ ​ Deferred revenues related to contracts with customers ​ $ 462.4 ​ $ 425.6 Miscellaneous deferred income ​ ​ 3.1 ​ ​ 6.8 Deferred revenues and income ​ $ 465.5 ​ $ 432.4 ​ The significant changes in contract liabilities with customers included in deferred revenues and income are as follows: ​ ​ ​ ​ ​ ​ ​ Deferred Revenues ​ ​ Related to Contracts (In millions) ​ with Customers Balance December 31, 2023 ​ $ 415.3 Cash received in advance (1) ​ ​ 354.1 Customer loyalty rewards accumulated, net of expirations: ​ ​ ​ Admission revenues (2) ​ ​ 22.6 Food and beverage revenues (2) ​ ​ 39.5 Other theatre revenues (2) ​ ​ ( 2.6 ) Reclassification to revenue as the result of performance obligations satisfied: ​ ​ ​ Admission revenues (3) ​ ​ ( 254.1 ) Food and beverage revenues (3) ​ ​ ( 75.8 ) Other theatre revenues (4) ​ ​ ( 73.2 ) Foreign currency translation adjustment ​ ​ ( 0.2 ) Balance December 31, 2024 ​ $ 425.6 Cash received in advance (1) ​ ​ 393.8 Customer loyalty rewards accumulated, net of expirations: ​ ​ ​ Admission revenues (2) ​ ​ 19.7 Food and beverage revenues (2) ​ ​ 55.1 Reclassification to revenue as the result of performance obligations satisfied: ​ ​ ​ Admission revenues (3) ​ ​ ( 256.9 ) Food and beverage revenues (3) ​ ​ ( 91.0 ) Other theatre revenues (4) ​ ​ ( 88.6 ) Foreign currency translation adjustment ​ ​ 4.7 Balance December 31, 2025 ​ $ 462.4 ​ (1) Includes movie tickets, food and beverage, gift cards, exchange tickets, subscription membership fees, and other loyalty membership fees. (2) Amount of rewards accumulated, net of expirations, that are attributed to 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 exhibitor services agreement in the consolidated balance sheets are as follows: ​ ​ ​ ​ ​ ​ ​ Exhibitor Services (In millions) ​ Agreement (1) Balance December 31, 2023 ​ $ 486.6 Other theatre revenue recognized, net of adjustments, as performance obligations are satisfied ​ ​ ( 22.6 ) Balance December 31, 2024 ​ $ 464.0 Contract modification consideration (1) ​ ​ 5.3 Other theatre revenue recognized as performance obligations are satisfied ​ ​ ( 10.2 ) Balance December 31, 2025 ​ $ 459.1 ​ 92 Table of Contents (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. On April 11, 2023, NCM filed a petition under Chapter 11 of the U.S. Bankruptcy Code in the Southern District of Texas. 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 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) ​ Exhibitor Services Agreement Year ended 2026 ​ $ 6.5 Year ended 2027 ​ ​ 7.6 Year ended 2028 ​ ​ 8.9 Year ended 2029 ​ ​ 10.5 Year ended 2030 ​ ​ 12.3 Years ended 2031 through February 2042 ​ ​ 413.3 Total ​ $ 459.1 ​ Gift Cards and Exchange Tickets. 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, 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, 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. The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. ​ ​ 93 Table of Contents NOTE 3—LEASES The following table reflects the lease costs for the years indicated below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ December 31, ​ December 31, ​ December 31, (In millions) ​ Consolidated Statements of Operations ​ 2025 ​ 2024 ​ 2023 Operating lease cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Theatre properties ​ Rent ​ $ 771.1 ​ $ 775.3 ​ $ 788.1 Theatre properties ​ Operating expense ​ ​ 7.2 ​ ​ 5.6 ​ ​ 2.0 Equipment ​ Operating expense ​ ​ 43.7 ​ ​ 31.1 ​ ​ 17.5 Office and other ​ General and administrative: other ​ ​ 5.2 ​ ​ 5.4 ​ ​ 5.4 Finance lease cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of finance lease assets ​ Depreciation and amortization ​ ​ 2.9 ​ ​ 2.7 ​ ​ 2.0 Interest expense on lease liabilities ​ Interest expense ​ ​ 3.3 ​ ​ 3.4 ​ ​ 3.7 Variable operating and finance lease cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Theatre properties ​ Rent ​ ​ 116.2 ​ ​ 98.3 ​ ​ 85.4 Theatre properties ​ Interest expense ​ ​ 2.7 ​ ​ 2.0 ​ ​ — Equipment ​ Operating expense ​ ​ 75.6 ​ ​ 65.4 ​ ​ 63.3 Total lease cost ​ ​ ​ $ 1,027.9 ​ $ 989.2 ​ $ 967.4 ​ The following table represents the weighted-average remaining lease term and discount rate as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ Weighted Average ​ ​ Remaining ​ Discount Lease Term and Discount Rate ​ Lease Term (years) ​ Rate Operating leases ​ ​ 7.7 ​ ​ 11.0 % Finance leases ​ ​ 12.4 ​ ​ 6.5 % ​ Cash flow and supplemental information is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ December 31, ​ December 31, (In millions) ​ 2025 ​ 2024 ​ 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows used in finance leases ​ $ ( 2.8 ) ​ $ ( 3.4 ) ​ $ ( 3.7 ) Operating cash flows used in operating leases ​ ​ ( 925.0 ) ​ ​ ( 925.1 ) ​ ​ ( 986.4 ) Financing cash flows used in finance leases ​ ​ ( 4.2 ) ​ ​ ( 4.6 ) ​ ​ ( 5.6 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease incentives: ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows provided by operating leases ​ ​ 45.6 ​ ​ 31.8 ​ ​ 23.9 Supplemental disclosure of noncash leasing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-of-use assets obtained in exchange for new operating lease liabilities (1) ​ ​ 302.9 ​ ​ 196.3 ​ ​ 214.1 Right-of-use assets obtained in exchange for new finance lease liabilities ​ ​ 2.9 ​ ​ 2.6 ​ ​ — ​ (1) Includes lease extensions and option exercises. 94 Table of Contents Minimum annual payments required under existing operating and finance leases and the net present value thereof as of December 31, 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Lease ​ Finance Lease (In millions) ​ Payments ​ Payments 2026 ​ $ 945.6 ​ $ 9.0 2027 ​ ​ 889.9 ​ ​ 9.0 2028 ​ ​ 801.1 ​ ​ 9.0 2029 ​ ​ 694.1 ​ ​ 8.8 2030 ​ ​ 591.1 ​ ​ 7.9 Thereafter ​ ​ 1,994.6 ​ ​ 34.0 Total lease payments ​ ​ 5,916.4 ​ ​ 77.7 Less imputed interest ​ ​ ( 1,871.4 ) ​ ​ ( 25.2 ) Total operating and finance lease liabilities, respectively ​ $ 4,045.0 ​ $ 52.5 ​ ​ 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. During the year ended December 31, 2023, the Company received a $ 13.0 million buyout incentive from a landlord which provided the landlord the right to terminate the lease of one theatre. The incentive was treated as a reduction to rent expense in the Company’s consolidated statement of operations. ​ ​ ​ ​ NOTE 4— PROPERTY ​ A summary of property, net is as follows: ​ ​ ​ ​ ​ ​ ​ ​ (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Property owned: ​ ​ ​ ​ ​ ​ Land ​ $ 56.8 ​ $ 62.3 Buildings and improvements ​ 191.0 ​ 205.5 Leasehold improvements ​ 2,149.5 ​ 2,018.6 Furniture, fixtures and equipment ​ 2,443.7 ​ 2,386.6 ​ ​ 4,841.0 ​ 4,673.0 Less: accumulated depreciation ​ 3,502.7 ​ 3,265.1 ​ ​ ​ 1,338.3 ​ ​ 1,407.9 ​ ​ ​ ​ ​ ​ ​ Finance lease right-of-use assets: ​ ​ ​ ​ ​ ​ Buildings, improvements, and equipment ​ ​ 65.8 ​ ​ 57.4 Less: accumulated depreciation and amortization ​ ​ 29.9 ​ ​ 23.0 ​ ​ ​ 35.9 ​ ​ 34.4 Property, net ​ $ 1,374.2 ​ $ 1,442.3 ​ 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 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 ​ ​ ​ 1 to 40 years Leasehold improvements ​ 1 to 20 years Furniture, fixtures and equipment ​ 1 to 15 years ​ 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 95 Table of Contents 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. Depreciation expense was $ 286.8 million, $ 295.4 million, and $ 337.5 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively. ​ ​ NOTE 5—GOODWILL AND INTANGIBLE ASSETS ​ The following table summarizes the changes in goodwill by reporting unit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Markets ​ International Markets ​ Consolidated Goodwill (In millions) ​ Gross Carrying Amount ​ Accumulated Impairment Losses ​ Net Carrying Amount ​ Gross Carrying Amount ​ Accumulated Impairment Losses ​ Net Carrying Amount ​ Gross Carrying Amount ​ Accumulated Impairment Losses ​ Net Carrying Amount Balance December 31, 2023 ​ $ 3,072.6 ​ $ ( 1,276.1 ) ​ $ 1,796.5 ​ $ 1,589.5 ​ $ ( 1,027.3 ) ​ $ 562.2 ​ $ 4,662.1 ​ $ ( 2,303.4 ) ​ $ 2,358.7 Currency translation adjustment ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 72.5 ) ​ ​ 14.9 ​ ​ ( 57.6 ) ​ ​ ( 72.5 ) ​ ​ 14.9 ​ ​ ( 57.6 ) Balance December 31, 2024 ​ $ 3,072.6 ​ $ ( 1,276.1 ) ​ $ 1,796.5 ​ $ 1,517.0 ​ $ ( 1,012.4 ) ​ $ 504.6 ​ $ 4,589.6 ​ $ ( 2,288.5 ) ​ $ 2,301.1 Currency translation adjustment ​ ​ — ​ ​ — ​ ​ — ​ ​ 188.2 ​ ​ ( 73.2 ) ​ ​ 115.0 ​ ​ 188.2 ​ ​ ( 73.2 ) ​ ​ 115.0 Balance December 31, 2025 ​ $ 3,072.6 ​ $ ( 1,276.1 ) ​ $ 1,796.5 ​ $ 1,705.2 ​ $ ( 1,085.6 ) ​ $ 619.6 ​ $ 4,777.8 ​ $ ( 2,361.7 ) ​ $ 2,416.1 ​ Detail of non-amortizing intangible assets is presented below: ​ ​ ​ ​ ​ ​ ​ ​ (In millions) ​ December 31, 2025 ​ December 31, 2024 Non-amortizing intangible assets: ​ ​ ​ ​ ​ ​ AMC trademark ​ $ 104.4 ​ $ 104.4 Odeon trade names ​ ​ 39.5 ​ ​ 36.0 Nordic trade names ​ ​ 2.9 ​ ​ 2.5 Total non-amortizing intangible assets ​ $ 146.8 ​ $ 142.9 ​ ​ Amortizing intangible assets had carrying values of $ 0.6 million and $ 1.4 million as of December 31, 2025 and December 31, 2024, respectively. ​ ​ ​ ​ 96 Table of Contents NOTE 6—SUPPLEMENTAL BALANCE SHEET INFORMATION ​ Other assets and liabilities consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Other current assets: ​ ​ ​ ​ ​ ​ Income taxes receivable ​ $ 1.3 ​ $ 1.4 Prepaids ​ 43.1 ​ 36.0 Merchandise inventory ​ 42.6 ​ 51.2 Other ​ 10.2 ​ 9.7 ​ ​ $ 97.2 ​ $ 98.3 Other long-term assets: ​ ​ ​ ​ ​ ​ Investments in real estate ​ $ 6.9 ​ $ 3.5 Investments in equity method investees ​ 61.1 ​ 53.6 Computer software ​ 97.2 ​ 86.4 Investments in equity securities without readily determinable fair values ​ 4.1 ​ 10.4 Pension asset ​ ​ 8.3 ​ ​ 14.2 Other ​ 34.7 ​ 24.4 ​ ​ $ 212.3 ​ $ 192.5 Accrued expenses and other liabilities: ​ ​ ​ ​ ​ ​ Taxes other than income ​ $ 75.1 ​ $ 79.8 Interest ​ 31.0 ​ 43.1 Payroll and vacation ​ 38.9 ​ 57.9 Current portion of casualty claims and premiums ​ 12.4 ​ 9.8 Accrued bonus ​ 64.5 ​ 47.7 Accrued licensing and variable rent ​ 33.4 ​ 27.5 Current portion of pension ​ 0.2 ​ 0.2 Group insurance reserve ​ ​ 2.3 ​ ​ 1.5 Accrued tax payable ​ ​ 1.1 ​ ​ 1.5 Other ​ 79.3 ​ 71.6 ​ ​ $ 338.2 ​ $ 340.6 Other long-term liabilities: ​ ​ ​ ​ ​ ​ Pension ​ $ 24.7 ​ $ 25.4 Lease incentive obligations ​ ​ 26.9 ​ ​ 19.7 Casualty claims and premiums ​ 21.9 ​ 16.2 Contingencies ​ ​ 13.2 ​ ​ 9.4 Other ​ 8.5 ​ 11.2 ​ ​ $ 95.2 ​ $ 81.9 ​ ​ ​ ​ ​ ​ 97 Table of Contents NOTE 7—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows: ​ ​ ​ ​ ​ ​ ​ ​ (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Secured Debt: ​ ​ ​ ​ ​ ​ Credit Agreement-Term Loans due 2029 ( 10.731 % as of December 31, 2025 and 11.356 % as of December 31, 2024) ​ $ 1,994.2 ​ $ 2,014.2 12.75 % Odeon Senior Secured Notes due 2027 ​ ​ 400.0 ​ ​ 400.0 Senior Secured Exchangeable Notes due 2030 ( 1.5 % cash interest) ​ ​ 155.8 ​ ​ — Senior Secured Notes due 2029 ( 9.0 % cash interest & 6.0 % PIK interest as of December 31, 2025) ​ ​ 877.1 ​ ​ — 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 ​ ​ 111.6 ​ ​ 427.6 7.5 % First Lien Notes due 2029 ​ ​ 360.0 ​ ​ 950.0 Unsecured/Retired Debt: ​ ​ ​ ​ ​ ​ 10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Notes due 2026 ​ ​ — ​ ​ 131.2 5.75 % Senior Subordinated Notes due 2025 ​ ​ — ​ ​ 44.1 5.875 % Senior Subordinated Notes due 2026 ​ ​ — ​ ​ 41.9 6.125 % Senior Subordinated Notes due 2027 ​ ​ 125.5 ​ ​ 125.5 Total principal amount of corporate borrowings ​ $ 4,024.2 ​ $ 4,134.5 Finance lease liabilities ​ 52.5 ​ 49.3 Accrued paid-in-kind interest ​ ​ 2.7 ​ ​ 1.5 Deferred financing costs ​ ​ ( 64.4 ) ​ ​ ( 47.2 ) Net discount (1) ​ ​ ( 68.5 ) ​ ​ ( 171.3 ) Bifurcated embedded derivative – Senior Secured Exchangeable Notes due 2030 ​ ​ 131.9 ​ ​ — Bifurcated embedded derivative – 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 ​ ​ 12.6 ​ ​ 157.6 Total carrying value of corporate borrowings and finance lease liabilities ​ $ 4,091.0 ​ $ 4,124.4 Less: ​ ​ ​ ​ ​ ​ Current maturities of corporate borrowings ​ ​ ( 19.9 ) ​ ( 64.2 ) Current maturities of finance lease liabilities ​ ​ ( 5.8 ) ​ ​ ( 4.4 ) Total noncurrent carrying value of corporate borrowings and finance lease liabilities ​ $ 4,065.3 ​ $ 4,055.8 ​ (1) The following table provides the net discount amounts of corporate borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, (In millions) ​ 2025 ​ 2024 10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Notes due 2026 ​ $ — ​ $ 10.9 12.75 % Odeon Senior Secured Notes due 2027 ​ ​ ( 14.6 ) ​ ​ ( 20.9 ) Senior Secured Notes due 2029 ​ ​ 62.5 ​ ​ — Senior Secured Exchangeable Notes due 2030 ​ ​ ( 57.4 ) ​ ​ — Credit Agreement-Term Loans due 2029 ​ ​ ( 32.6 ) ​ ​ ( 43.4 ) 6.00 %/ 8.00 % Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030 ​ ​ ( 26.4 ) ​ ​ ( 117.9 ) Net discount ​ $ ( 68.5 ) ​ $ ( 171.3 ) ​ ​ 98 Table of Contents The following table provides the principal payments required and maturities of corporate borrowings as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ Principal ​ ​ Amount of ​ ​ Corporate (In millions) ​ ​ ​ Borrowings 2026 ​ $ 19.9 2027 ​ 545.2 2028 ​ 19.5 2029 ​ 3,172.2 2030 ​ 267.4 Total ​ $ 4,024.2 ​ Debt Repurchases and Exchanges 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) ​ Repurchased ​ Cost ​ Extinguishment ​ Paid 5.75 % Senior Subordinated Notes due 2025 ​ $ 1.3 ​ $ 1.3 ​ $ — ​ $ — ​ 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. It does not include the 2024 Refinancing Transactions described further below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aggregate Principal ​ Common Stock ​ Reacquisition ​ (Gain)/Loss on ​ Accrued Interest (In millions, except for share data) ​ Repurchased/Exchanged ​ Exchanged ​ Cost ​ Extinguishment ​ Paid/Exchanged Cash debt repurchase transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5.75 % Senior Subordinated Notes due 2025 ​ $ 8.9 ​ ​ — ​ $ 8.6 ​ $ ( 0.3 ) ​ $ 0.1 Second Lien Notes due 2026 ​ ​ 50.0 ​ ​ — ​ ​ 50.5 ​ ​ ( 4.4 ) ​ ​ 1.4 Total cash debt repurchase transactions ​ ​ 58.9 ​ ​ — ​ ​ 59.1 ​ ​ ( 4.7 ) ​ ​ 1.5 Debt for equity exchange transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5.75 % Senior Subordinated Notes due 2025 ​ ​ 36.7 ​ ​ 9,017,297 ​ ​ 39.8 ​ ​ 3.2 ​ ​ 0.8 Second Lien Notes due 2026 ​ ​ 224.1 ​ ​ 35,062,835 ​ ​ 157.2 ​ ​ ( 93.1 ) ​ ​ 8.3 Total debt for equity exchange transactions ​ ​ 260.8 ​ ​ 44,080,132 ​ ​ 197.0 ​ ​ ( 89.9 ) ​ ​ 9.1 Cash and debt for equity exchange transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5.75 % Senior Subordinated Notes due 2025 ​ ​ 8.6 ​ ​ 447,829 ​ ​ 8.4 ​ ​ ( 0.2 ) ​ ​ 0.1 5.875 % Senior Subordinated Notes due 2026 ​ ​ 9.6 ​ ​ 432,777 ​ ​ 8.1 ​ ​ ( 1.3 ) ​ ​ 0.2 Second Lien Notes due 2026 ​ ​ 45.0 ​ ​ 2,693,717 ​ ​ 45.5 ​ ​ ( 4.0 ) ​ ​ 1.2 Total cash and debt for equity exchange transactions ​ ​ 63.2 ​ ​ 3,574,323 ​ ​ 62.0 ​ ​ ( 5.5 ) ​ ​ 1.5 Total debt repurchases and exchanges ​ $ 382.9 ​ ​ 47,654,455 ​ $ 318.1 ​ $ ( 100.1 ) ​ $ 12.1 ​ The total carrying value of the debt extinguished in the above transactions during the year ended December 31, 2024 was $ 418.2 million. ​ 99 Table of Contents 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aggregate Principal ​ Common Stock ​ Reacquisition ​ (Gain) on ​ Accrued Interest (In millions, except for share data) ​ Repurchased/Exchanged ​ Exchanged ​ Cost ​ Extinguishment ​ Paid/Exchanged Cash debt repurchase transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Related party transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Second Lien Notes due 2026 ​ $ 75.9 ​ ​ — ​ $ 48.5 ​ $ ( 40.9 ) ​ $ 1.1 5.875 % Senior Subordinated Notes due 2026 ​ ​ 4.1 ​ ​ — ​ ​ 1.7 ​ ​ ( 2.3 ) ​ ​ 0.1 Total related party transactions ​ ​ 80.0 ​ ​ — ​ ​ 50.2 ​ ​ ( 43.2 ) ​ ​ 1.2 Non-related party transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Second Lien Notes due 2026 ​ ​ 139.7 ​ ​ — ​ ​ 91.4 ​ ​ ( 71.3 ) ​ ​ 4.5 Total non-related party transactions ​ ​ 139.7 ​ ​ — ​ ​ 91.4 ​ ​ ( 71.3 ) ​ ​ 4.5 Total cash debt repurchase transactions ​ $ 219.7 ​ ​ — ​ $ 141.6 ​ $ ( 114.5 ) ​ $ 5.7 Debt for equity exchange transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Second Lien Notes due 2026 ​ ​ 105.3 ​ ​ 14,186,651 ​ ​ 91.7 ​ ​ ( 28.3 ) ​ ​ 1.2 Total debt repurchases and exchanges ​ $ 325.0 ​ ​ 14,186,651 ​ $ 233.3 ​ $ ( 142.8 ) ​ $ 6.9 ​ 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 ​ ​ ​ ​ ​ Carrying Value ​ ​ as of ​ (Increase) Decrease to ​ Debt ​ as of (In millions) ​ December 31, 2024 ​ Net Earnings (Loss) ​ Extinguishment (1) ​ December 31, 2025 Principal balance ​ $ 427.6 ​ $ 21.4 ​ $ ( 337.4 ) ​ $ 111.6 Discount ​ ​ ( 117.9 ) ​ ​ 5.0 ​ ​ 86.5 ​ ​ ( 26.4 ) Debt issuance costs ​ ​ ( 23.3 ) ​ ​ 1.0 ​ ​ 17.1 ​ ​ ( 5.2 ) Accrued paid-in-kind interest ​ ​ 1.5 ​ ​ 0.1 ​ ​ ( 1.2 ) ​ ​ 0.4 Bifurcated embedded derivative ​ ​ 157.6 ​ ​ ( 56.7 ) ​ ​ ( 88.3 ) ​ ​ 12.6 Carrying value ​ $ 445.5 ​ $ ( 29.2 ) ​ $ ( 323.3 ) ​ $ 93.0 ​ (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 ​ Additional ​ Carrying Value ​ ​ as of ​ (Increase) Decrease to ​ & Interest Adjustment ​ Deferred ​ as of (In millions) ​ July 1, 2025 ​ Net Earnings (Loss) ​ Features ​ Charges ​ December 31, 2025 Principal balance ​ $ 194.4 ​ $ 1.3 ​ $ ( 39.9 ) ​ $ — ​ $ 155.8 Discount ​ ​ ( 35.4 ) ​ ​ 2.7 ​ ​ ( 24.7 ) ​ ​ — ​ ​ ( 57.4 ) Debt issuance costs ​ ​ ( 6.4 ) ​ ​ 0.5 ​ ​ — ​ ​ ( 8.9 ) ​ ​ ( 14.8 ) Bifurcated embedded derivative ​ ​ 41.7 ​ ​ 19.3 ​ ​ 64.6 ​ ​ 6.3 ​ ​ 131.9 Carrying value ​ $ 194.3 ​ $ 23.8 ​ $ — ​ $ ( 2.6 ) ​ $ 215.5 ​ The New Exchangeable Notes have an effective interest rate of 17.0 %. ​ 100 Table of Contents 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. 101 Table of Contents 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; (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 2029 Notes Indenture also provides for events of default, which, if any of 102 Table of Contents 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; Soft Call; Fundamental Change; Redemption 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 103 Table of Contents 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). The definition of Fundamental Change includes certain business combination transactions involving the Company, stockholder approval of any plan or proposal for the liquidation or dissolution of the Company and certain de-listing events with respect to Common Stock. 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 104 Table of Contents 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 105 Table of Contents 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. ​ 106 Table of Contents 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) ​ Amount Fair value of New Exchangeable Notes ​ $ 159.0 Fair value of bifurcated embedded derivatives New Exchangeable Notes ​ ​ 41.7 Fair value of Common Stock issued ​ ​ 225.0 Total consideration ​ ​ 425.7 ​ ​ ​ ​ Principal Existing Exchangeable Notes ​ ​ 337.4 Discount Existing Exchangeable Notes ​ ​ ( 86.5 ) Debt issuance costs Existing Exchangeable Notes ​ ​ ( 17.1 ) Gain on cash paid for PIK interest ​ ​ 0.3 Bifurcated embedded derivatives Existing Exchangeable Notes ​ ​ 88.3 Carrying value Existing Exchangeable Notes ​ ​ 322.4 ​ ​ ​ ​ Loss on extinguishment of Existing Exchangeable Notes ​ $ 103.3 ​ 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) ​ Amount Fair value of New 2029 Notes (1) ​ $ 925.4 Gross proceeds ​ ​ ( 244.4 ) Cash fee paid to Existing 7.5% Notes lenders ​ ​ 2.4 Total consideration ​ ​ 683.4 ​ ​ ​ ​ Principal Existing 7.5% Notes ​ ​ 590.0 Debt issuance costs Existing 7.5% Notes ​ ​ ( 5.6 ) Carrying value Existing 7.5% Notes ​ ​ 584.4 ​ ​ ​ ​ Loss on extinguishment of Existing 7.5% Notes ​ $ 99.0 ​ (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. 107 Table of Contents 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) ​ Amount Fair value of Exchangeable Notes due 2030 ​ $ 293.6 Fair value of Conversion Option ​ ​ 233.4 Fair value of New Term Loans due 2029 ​ ​ 104.2 PIK fee paid to Second Lien Lenders ​ ​ 2.3 Cash fee paid to Second Lien Lenders ​ ​ 2.3 Second Lien Notes consideration ​ ​ 635.8 ​ ​ ​ ​ Principal Second Lien Notes ​ ​ 518.6 Premium Second Lien Notes ​ ​ 56.0 Carrying value Second Lien Notes ​ ​ 574.6 ​ ​ ​ ​ Loss on extinguishment of Second Lien Notes ​ $ 61.2 ​ 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 108 Table of Contents 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). 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 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: (i) the economic characteristics of a conversion option embedded in a debt instrument are not clearly and closely related to the economic characteristics and risks of a debt host contract, as stated in ASC 815-15-25-51; (ii) the host debt instrument is not remeasured at fair value but rather, the 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 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 109 Table of Contents 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. New Term Loans due 2029 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 or (ii) Term SOFR plus a margin of between 600 and 700 basis points depending on the Total Leverage Ratio. 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 Credit Agreement. The Credit Agreement contains covenants that limit the Company’s ability to, among other things: (i) incur additional indebtedness or guarantee indebtedness; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) enter into transactions with its affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (vii) maintain cash in the accounts of the Company (other than the Centertainment Group Parties). These covenants are subject to a number of limitations and exceptions. The 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 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. ​ 110 Table of Contents 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. 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. 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 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 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: (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 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 several important limitations and exceptions. The indenture governing the Odeon Notes due 2027 also provides for events of default, which, if any occur, would permit or require principal, interest and any other monetary obligations on all the then outstanding Odeon Notes due 2027 to be due and payable immediately. 111 Table of Contents On or after November 1, 2024, the Odeon Notes due 2027 will be redeemable, in whole or in part, at redemption prices equal to (i) 106.375 % for the twelve-month period beginning on November 1, 2024; (ii) 103.188 % for the twelve-month period beginning on November 1, 2025; and (iii) 100.000 % at any time thereafter, plus accrued and unpaid interest, if any. If the Company or its restricted subsidiaries sell assets under certain circumstances, the Company will be required to use the net proceeds to repay the Odeon Notes due 2027 or any additional First Lien Obligations at a price no less than 100 % of the issue price of the Odeon Notes due 2027, plus accrued and unpaid interest, if any. Upon a Change of Control (as defined in the indenture governing the Odeon Notes due 2027), the Company must offer to purchase the Odeon Notes due 2027 at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest, if any. On December 14, 2022, the Odeon Notes due 2027 were admitted to the official list of The International Stock Exchange (“TISE”). The Odeon Notes due 2027 will automatically delist from TISE on the business day following the maturity date of November 1, 2027, unless adequate notice is given together with supporting documents setting out any changes to the date of maturity or confirmation that the Odeon Notes due 2027 have not been fully repaid. Second Lien Notes due 2026 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 notes exchanged. 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. 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 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 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. 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 2027 for exchange Senior Subordinated Notes due 2027; the registration statement was declared effective on June 7, 2017, 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 12, 2017. 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. 112 Table of Contents 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 As of December 31, 2025, the Company believes that it was in full compliance with all agreements, including related covenants, governing its outstanding debt. ​ ​ 113 Table of Contents NOTE 8—STOCKHOLDERS’ DEFICIT ​ Share Rights and Privileges Common Stock Holders of the Company’s Common Stock are entitled to one vote per each share. Holders of Common Stock share ratably (based on the number of shares of Common Stock held) in any dividend declared by its board of directors, subject to any preferential rights of any outstanding preferred stock. 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 of Common Stock. Preferred Stock The Company has 50,000,000 authorized shares of preferred stock, none of which are issued or outstanding as of December 31, 2025 and December 31, 2024, respectively. Shareholder Litigation 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. C. § 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. 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. On August 28, 2023, the Company made the settlement payment and issued 6,897,018 shares of Common Stock. Charter Amendments and AMC Preferred Equity Unit Conversion 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, 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 114 Table of Contents number of AMC Preferred Equity Units outstanding. 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 the effect of 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. Share Issuances On December 6, 2024, the Company entered into a sales and registration agreement (the “2024 Sales and Registration Agreement”) with Goldman Sachs & Co. 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 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. 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ ​ AMC Preferred Equity Units ​ ​ ​ December 31, ​ ​ December 31, (In millions) ​ ​ 2025 2024 2023 ​ ​ 2025 2024 2023 Shares or units issued ​ ​ 17.1 75.5 88.0 ​ ​ - - 7.1 Gross proceeds ​ $ 63.0 261.8 675.5 ​ $ - - 114.5 Sales agent fees paid ​ $ 0.6 6.4 16.9 ​ $ - - 2.9 Other third-party issuance costs incurred ​ $ 0.3 1.9 1.1 ​ $ - - 8.8 Other third-party issuance costs paid ​ $ 1.5 0.8 0.9 ​ $ - - 11.7 ​ The Company has used and intends to use the net proceeds from the sale of Common Stock and AMC Preferred Equity Units pursuant to the equity distribution agreements to repay, refinance, redeem or repurchase the Company’s existing indebtedness (including expenses, accrued interest and premium, if any), capital expenditures and otherwise for general corporate purposes. 115 Table of Contents Antara Transactions 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 Second Lien Notes. 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. Stock-Based Compensation ​ Equity Incentive Plans ​ On June 5, 2024, the Company’s shareholders approved a new equity incentive plan (“2024 EIP”). 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, 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 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. The following table presents the stock-based compensation expense recorded within general and administrative: other: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ December 31, ​ December 31, (In millions) ​ 2025 ​ 2024 ​ 2023 Special awards expense ​ $ 1.0 ​ $ 2.1 ​ $ 20.2 Board of director stock award expense ​ ​ 1.3 ​ ​ 1.0 ​ ​ 0.9 Restricted stock unit expense ​ ​ 13.4 ​ ​ 12.3 ​ ​ 14.3 Performance stock unit expense ​ ​ 1.2 ​ ​ 6.5 ​ ​ 6.7 Total equity classified awards: ​ ​ 16.9 ​ ​ 21.9 ​ ​ 42.1 Liability classified awards: ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted and performance stock unit expense ​ ​ — ​ ​ 0.1 ​ ​ 0.4 Total liability classified awards: ​ ​ — ​ ​ 0.1 ​ ​ 0.4 Total stock-based compensation expense ​ $ 16.9 ​ $ 22.0 ​ $ 42.5 ​ As of December 31, 2025, the estimated remaining unrecognized compensation cost related to stock-based compensation arrangements was approximately $ 8.1 million. The weighted average period over which this remaining compensation expense will be recognized is approximately 1.3 years. The Company accounts for forfeitures when they occur. Awards Granted ​ 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. 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 116 Table of Contents 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 Common Stock ​ 370,586 ​ 202,392 ​ 8,560 AMC Preferred Equity Units ​ — ​ — ​ 15,376 ​ ● Restricted Stock Unit Awards: 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. The RSUs granted during 2025, 2024, and 2023 vest over three years with 1/3 vesting in each year. These RSUs will be settled within 30 days of vesting. ● Performance Stock Unit Awards: 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. 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, 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 of the 2023 Tranche Year PSUs ( 21,829 cash settled units and 456,226 equity settled units). This was treated as a Type 3 modification (improbable-to-probable) which required the Company to recognize additional stock compensation expense based on the modification date fair values of the incremental PSUs. During the year ended December 31, 2024, the Company recognized $ 2.1 million of stock compensation expense related to these awards. 117 Table of Contents On February 23, 2023, the Compensation Committee approved special awards in lieu of vesting of the 2022 Tranche Year PSU awards. The special awards were accounted for as modification to the 2022 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200 % vesting was achieved for both tranches. This modification resulted in the immediate additional vesting of 238,959 Common Stock 2022 PSUs and 238,959 AMC Preferred Equity Unit PSUs. This was treated as a Type 3 modification (improbable-to-probable) which requires the Company to recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs and AMC Preferred Equity Units PSUs of $ 14.9 million and $ 5.3 million, respectively. During the year ended December 31, 2023, the Company recognized $ 20.2 million of stock compensation expense related to these awards. The activity related to the Company’s RSU and PSU awards for the year ended December 31, 2025 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RSUs ​ PSUs ​ ​ ​ ​ Weighted ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ Number of ​ Grant Date ​ ​ RSUs ​ Fair Value ​ PSUs ​ Fair Value Nonvested at December 31, 2024 ​ 2,594,497 ​ $ 9.35 ​ 1,281,617 ​ $ 5.03 Granted (1) ​ 3,122,126 ​ ​ 3.57 ​ 324,969 ​ ​ 3.57 Granted - Special Award ​ — ​ ​ — ​ 265,912 ​ ​ 3.57 Vested ​ ( 479,247 ) ​ ​ 13.03 ​ ( 682,193 ) ​ ​ 5.03 Vested - Special Award ​ — ​ ​ — ​ ( 140,982 ) ​ ​ 3.57 Forfeited (1) ​ ( 211,485 ) ​ ​ 7.02 ​ — ​ ​ — Cancelled (2) ​ ( 452,813 ) ​ ​ 13.36 ​ ( 599,424 ) ​ ​ 5.03 Cancelled - Special Award (2) ​ — ​ ​ — ​ ( 124,930 ) ​ ​ 3.57 Nonvested at December 31, 2025 ​ 4,573,078 ​ ​ 4.73 ​ 324,969 ​ ​ 3.57 Tranche Years 2026 and 2027 awarded under the 2025 PSU award and Tranche Year 2026 awarded under the 2024 PSU award with grant date fair values to be determined in year 2026 and 2027, respectively ​ — ​ ​ ​ ​ 3,000,921 ​ ​ ​ Total nonvested at December 31, 2025 ​ 4,573,078 ​ ​ ​ ​ 3,325,890 ​ ​ ​ ​ (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. 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 118 Table of Contents 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. The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is “more likely than not” that some portion of the deferred tax assets would not be realized. 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 motion picture industry and broader economy, among others. 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. 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 income tax provision reflected in the consolidated statements of operations consists of the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ — ​ $ — ​ $ — Foreign ​ 1.4 ​ 2.4 ​ 1.9 State ​ 1.3 ​ ( 1.8 ) ​ 0.8 Total current ​ 2.7 ​ 0.6 ​ 2.7 Deferred: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ 0.4 ​ 0.5 ​ 0.4 Foreign ​ 0.4 ​ ( 0.3 ) ​ ( 0.2 ) State ​ 1.0 ​ 1.3 ​ 0.5 Total deferred ​ 1.8 ​ 1.5 ​ 0.7 Total provision ​ $ 4.5 ​ $ 2.1 ​ $ 3.4 ​ Pre-tax losses consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Domestic ​ $ ( 445.9 ) ​ $ ( 192.4 ) ​ $ ( 216.7 ) Foreign ​ ( 182.0 ) ​ ( 158.1 ) ​ ( 176.5 ) Total ​ $ ( 627.9 ) ​ $ ( 350.5 ) ​ $ ( 393.2 ) ​ 119 Table of Contents The difference between the effective tax rate on net loss from continuing operations before income taxes and the U.S. federal income tax statutory rate is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ December 31, 2023 Income tax expense (benefit) at the federal statutory rate ​ $ ( 131.9 ) 21.0 % ​ $ ( 73.6 ) 21.0 % ​ $ ( 82.5 ) 21.0 % State and Local Income Taxes (1) ​ ​ ( 21.1 ) 3.4 % ​ ​ ( 5.8 ) 1.7 % ​ ​ ( 16.8 ) 4.3 % State Valuation allowance adjustments ​ ​ 23.4 ( 3.7 ) % ​ ​ 5.0 ( 1.4 ) % ​ ​ 18.1 ( 4.6 ) % Foreign Tax Effects ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United Kingdom ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statutory Tax Rate Difference between the UK and the United States ​ ​ ( 5.4 ) 0.9 % ​ ​ ( 5.0 ) 1.4 % ​ ​ ( 3.7 ) 0.9 % Valuation allowance adjustments ​ ​ 33.5 ( 5.3 ) % ​ ​ 29.6 ( 8.4 ) % ​ ​ 35.2 ( 9.0 ) % Other ​ ​ 5.4 ( 0.9 ) % ​ ​ 2.1 ( 0.6 ) % ​ ​ — — % Italy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation allowance adjustments ​ ​ 1.4 ( 0.2 ) % ​ ​ 6.0 ( 1.7 ) % ​ ​ 12.1 ( 3.1 ) % Return-to-provision ​ ​ ( 0.2 ) 0.0 % ​ ​ ( 3.9 ) 1.1 % ​ ​ ( 7.0 ) 1.8 % Other ​ ​ ( 0.3 ) 0.0 % ​ ​ ( 2.4 ) 0.7 % ​ ​ ( 3.1 ) 0.8 % Germany ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nondeductible items ​ ​ 3.3 ( 0.5 ) % ​ ​ 0.9 ( 0.3 ) % ​ ​ 0.9 ( 0.2 ) % Valuation allowance adjustments ​ ​ ( 5.5 ) 0.9 % ​ ​ 0.2 ( 0.1 ) % ​ ​ ( 1.4 ) 0.4 % Other ​ ​ 1.4 ( 0.2 ) % ​ ​ 1.5 ( 0.4 ) % ​ ​ ( 2.5 ) 0.6 % Other Foreign Jurisdictions ​ ​ 6.4 ( 1.0 ) % ​ ​ 6.4 ( 1.8 ) % ​ ​ 8.2 ( 2.1 ) % Enactment of New Tax Laws ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Tax Rate ​ ​ — — % ​ ​ — — % ​ ​ — — % Enactment of Cross-Border Tax Laws ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global Intangible low-taxed income (GILTI) ​ — — % ​ — — % ​ — — % Tax Credits ​ ( 1.4 ) 0.2 % ​ ( 1.5 ) 0.4 % ​ ( 1.3 ) 0.3 % Change in Valuation Allowances ​ ​ 78.9 ( 12.6 ) % ​ ​ 37.1 ( 10.6 ) % ​ ​ 51.7 ( 13.2 ) % Nontaxable or nondeductible items ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nondeductible compensation ​ 4.3 ( 0.7 ) % ​ 9.5 ( 2.7 ) % ​ ​ 3.9 ( 1.0 ) % Litigation ​ ​ — — % ​ ​ ( 8.4 ) 2.4 % ​ ​ 20.8 ( 5.3 ) % Disqualified debt interest ​ ​ 7.5 ( 1.2 ) % ​ ​ 3.8 ( 1.1 ) % ​ ​ ( 38.4 ) 9.8 % Other ​ ​ 0.5 ( 0.1 ) % ​ ​ 0.6 ( 0.2 ) % ​ ( 2.7 ) 0.7 % Changes in unrecognized tax benefits ​ — — % ​ — — % ​ ( 0.2 ) 0.1 % Other Adjustments ​ ​ 4.3 ( 0.7 ) % ​ ​ — — % ​ ​ 12.1 ( 3.1 ) % Income tax expense/Effective income tax rate ​ $ 4.5 ( 0.7 ) % ​ $ 2.1 ( 0.6 ) % ​ $ 3.4 ( 0.9 ) % ​ (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. 120 Table of Contents The significant components of deferred income tax assets and liabilities as of December 31, 2025 and December 31, 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ Deferred Income Tax ​ Deferred Income Tax (In millions) ​ ​ ​ Assets ​ ​ ​ Liabilities ​ ​ ​ Assets ​ ​ ​ Liabilities Tangible assets ​ ​ ​ $ — ​ ​ ​ $ ( 55.9 ) ​ ​ ​ $ — ​ ​ ​ $ ( 60.8 ) Right-of-use assets ​ ​ — ​ ​ ( 802.2 ) ​ ​ — ​ ​ ( 831.5 ) Accrued liabilities ​ 13.7 ​ — ​ 11.2 ​ — Intangible assets ​ — ​ ( 135.5 ) ​ — ​ ( 128.0 ) Receivables ​ — ​ ( 2.2 ) ​ 12.1 ​ — Investments ​ 2.5 ​ — ​ 44.4 ​ — Capital loss carryforwards ​ 2.1 ​ — ​ 4.6 ​ — Pension and deferred compensation ​ 16.1 ​ — ​ 15.5 ​ — Corporate borrowings ​ — ​ ( 1.1 ) ​ — ​ ( 52.8 ) Disallowed interest ​ ​ 785.1 ​ ​ — ​ ​ 663.2 ​ ​ — Deferred revenue ​ 164.9 ​ — ​ 163.2 ​ — Lease liabilities ​ 1,041.5 ​ — ​ 1,077.5 ​ — Other credit carryovers ​ 32.6 ​ — ​ 31.1 ​ — Net operating loss carryforwards ​ 769.3 ​ — ​ 727.9 ​ — Total ​ $ 2,827.8 ​ $ ( 996.9 ) ​ $ 2,750.7 ​ $ ( 1,073.1 ) Less: Valuation allowance ​ ( 1,866.6 ) ​ — ​ ( 1,711.5 ) ​ — Net deferred income taxes ​ $ 961.2 ​ $ ( 996.9 ) ​ $ 1,039.2 ​ $ ( 1,073.1 ) ​ ​ A rollforward of the Company’s valuation allowance for deferred tax assets is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ Charged ​ ​ ​ ​ ​ Balance at ​ Charged ​ (Credited) ​ ​ ​ ​ Beginning of ​ to ​ to Other ​ Balance at (In millions) ​ ​ ​ Period ​ ​ ​ Expenses(1) ​ ​ ​ Accounts(2) ​ ​ ​ End of Period Calendar Year 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation allowance-deferred income tax assets ​ $ 1,711.5 ​ 126.1 ​ 29.0 ​ $ 1,866.6 Calendar Year 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation allowance-deferred income tax assets ​ $ 1,641.3 ​ 84.5 ​ ( 14.3 ) ​ $ 1,711.5 Calendar Year 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation allowance-deferred income tax assets ​ $ 1,513.0 ​ 122.1 ​ 6.2 ​ $ 1,641.3 ​ (1) Primarily relates to the Company’s increase in the current year’s federal, state, and international net operating losses. (2) Primarily relates to amounts resulting from the Company’s changes in deferred tax assets and associated valuation allowance that are not related to income statement activity, as well as amounts charged to other comprehensive income. The Company has federal income tax net operating loss carryforwards of $ 1,780.1 million. 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. The Company’s foreign net operating losses of $ 1,068.4 million can be used indefinitely. The Company also has state income tax loss carryforwards of $ 3,042.6 million. Approximately $ 2,254.9 million may be used over various periods ranging from 1 to 20 years . Approximately $ 787.7 million can be used indefinitely. 121 Table of Contents A reconciliation of the change in the amount of unrecognized tax benefits was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Balance at beginning of period ​ $ 5.5 ​ $ 5.5 ​ $ 7.4 Gross decreases—expiration of statute of limitations ​ ​ — ​ ​ — ​ ​ ( 1.9 ) Balance at end of period ​ $ 5.5 ​ $ 5.5 ​ $ 5.5 ​ The Company, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. Generally, tax years beginning after December 31, 2006 are still open to examination by various taxing authorities. Additionally, as discussed above, the Company has net operating loss (“NOL”) carryforwards for tax years ended December 31, 2007 through December 31, 2025, in the U.S. and various state jurisdictions which have carryforwards of varying lengths of time. These NOLs are subject to adjustment based on the statute of limitations applicable to the return in which they are utilized, not the year in which they are generated. Various state, local and foreign income tax returns are also under examination by taxing authorities. The Company does not believe that the outcome of any examination will have a material impact on its consolidated financial statements. ​ ​ ​ NOTE 10—FAIR VALUE MEASUREMENTS ​ Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories: ​ Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. ​ Recurring Fair Value Measurements. 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 ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ Total Carrying ​ ​ ​ Quoted prices in ​ ​ ​ Significant other ​ ​ ​ unobservable ​ ​ Value at ​ active market ​ observable inputs ​ inputs (In millions) ​ December 31, 2025 ​ (Level 1) ​ (Level 2) ​ (Level 3) Corporate Borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bifurcated embedded derivative - 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 ​ $ 12.6 ​ $ — ​ $ — ​ $ 12.6 Bifurcated embedded derivative - Senior Secured Exchangeable Notes due 2030 ​ ​ 131.9 ​ ​ — ​ ​ — ​ ​ 131.9 Total liabilities at fair value ​ $ 144.5 ​ $ — ​ $ — ​ $ 144.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at December 31, 2024 Using ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ Total Carrying ​ ​ ​ Quoted prices in ​ ​ ​ Significant other ​ ​ ​ unobservable ​ ​ Value at ​ active market ​ observable inputs ​ inputs (In millions) ​ December 31, 2024 ​ (Level 1) ​ (Level 2) ​ (Level 3) Corporate Borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bifurcated embedded derivative - 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 ​ $ 157.6 ​ $ — ​ $ — ​ $ 157.6 Total liabilities at fair value ​ $ 157.6 ​ $ — ​ $ — ​ $ 157.6 ​ 122 Table of Contents 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 binomial lattice models. 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 the 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. Nonrecurring Fair Value Measurements. 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant other ​ ​ ​ Significant ​ ​ ​ ​ ​ Total Carrying ​ Quoted prices in ​ observable ​ unobservable ​ Total ​ ​ Value at ​ active market ​ inputs ​ inputs ​ Impairment (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ ​ (Level 3) ​ ​ ​ Losses Property, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, net ​ $ 22.5 ​ $ — ​ $ — ​ $ 22.5 ​ $ 19.2 Operating lease right-of-use assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ ​ 42.0 ​ ​ — ​ ​ — ​ ​ 42.0 ​ ​ 24.3 Total ​ $ 64.5 ​ $ — ​ $ — ​ $ 64.5 ​ $ 43.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at December 31, 2024 Using ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant other ​ ​ ​ Significant ​ ​ ​ ​ ​ Total Carrying ​ Quoted prices in ​ observable ​ unobservable ​ Total ​ ​ Value at ​ active market ​ inputs ​ inputs ​ Impairment (In millions) ​ ​ ​ December 31, 2024 ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ ​ (Level 3) ​ ​ ​ Losses Property, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, net ​ $ 16.5 ​ $ — ​ $ — ​ $ 16.5 ​ $ 18.1 Operating lease right-of-use assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ ​ 45.6 ​ ​ — ​ ​ — ​ ​ 45.6 ​ ​ 54.2 Total ​ $ 62.1 ​ $ — ​ $ — ​ $ 62.1 ​ $ 72.3 123 Table of Contents ​ Valuation Techniques. 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. ​ 124 Table of Contents 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant other ​ ​ ​ Significant ​ ​ ​ ​ Total Carrying ​ Quoted prices in ​ observable ​ unobservable ​ ​ Value at ​ active market ​ inputs ​ inputs (In millions) ​ ​ ​ July 1, 2025 ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ ​ (Level 3) Corporate Borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Secured Exchangeable Notes due 2030 ​ $ 159.0 ​ $ — ​ $ 159.0 ​ $ — ​ Valuation Technique . 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 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant other ​ ​ ​ Significant ​ ​ Total Carrying ​ Quoted prices in ​ observable ​ unobservable ​ ​ Value at ​ active market ​ inputs ​ inputs (In millions) ​ December 31, 2025 ​ (Level 1) ​ (Level 2) ​ (Level 3) Current maturities of corporate borrowings ​ $ 19.9 ​ $ — ​ $ 19.9 ​ $ — Corporate borrowings (excluding derivatives) ​ 3,874.1 ​ — ​ 3,864.0 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at December 31, 2024 Using ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant other ​ ​ ​ Significant ​ ​ Total Carrying ​ Quoted prices in ​ observable ​ unobservable ​ ​ Value at ​ active market ​ inputs ​ inputs (In millions) ​ December 31, 2024 ​ (Level 1) ​ (Level 2) ​ (Level 3) Current maturities of corporate borrowings ​ $ 64.2 ​ $ — ​ $ 65.0 ​ $ — Corporate borrowings (excluding derivatives) ​ 3,853.3 ​ — ​ 3,866.3 ​ — ​ Valuation Technique. Quoted market prices and observable market-based inputs were used to estimate fair value for Level 2 inputs. The Company valued these notes at principal value less an estimated discount reflecting a market yield to maturity. See Note 7 — Corporate Borrowings and Finance Lease Liabilities for further information. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. ​ ​ NOTE 11—SEGMENT REPORTING The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. Management has organized the Company around differences in geographic areas. The Company has identified two reportable segments and reporting units for its theatrical exhibition operations, U.S. markets and International markets. 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. 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 125 Table of Contents measure of segment profit and loss the Company’s chief operating decision maker (“CODM”) uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below. During the year ended December 31, 2024, the Company changed the definition of Adjusted EBITDA to no longer further adjust for “cash distributions from non-consolidated entities” and “other non-cash rent benefit.” All comparative period information for Adjusted EBITDA has been re-cast to conform with the current definition. The Company’s CODM is the chief executive officer. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments. The CODM assess segment performance quarterly by comparing segment annual Adjusted EBITDA against budgeted and/or forecasted Adjusted EBITDA. The CODM uses Adjusted EBITDA for each segment to determine how to allocate resources for future capital expenditures and for general corporate purposes. The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets. The following tables below provide reconciliation of segment revenues to Adjusted EBITDA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2025 (In millions) ​ U.S. Markets ​ International Markets ​ Consolidated Revenues (1) ​ $ 3,706.1 ​ $ 1,142.8 ​ $ 4,848.9 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Film exhibition costs ​ ​ 1,020.5 ​ ​ 254.7 ​ ​ 1,275.2 Food and beverage costs ​ 241.2 ​ 85.8 ​ 327.0 Operating expense, excluding depreciation and amortization (2) ​ 1,318.9 ​ 452.5 ​ 1,771.4 Rent ​ 650.1 ​ 237.2 ​ 887.3 General and administrative expense - other, excluding depreciation and amortization (3) ​ ​ 128.3 ​ 85.1 ​ ​ 213.4 Other segment items (4) ​ 1.1 ​ ​ ( 14.0 ) ​ ​ ( 12.9 ) Adjusted EBITDA ​ $ 346.0 ​ $ 41.5 ​ $ 387.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2024 (In millions) ​ U.S. Markets ​ International Markets ​ Consolidated Revenues (1) ​ $ 3,544.2 ​ $ 1,093.0 ​ $ 4,637.2 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Film exhibition costs ​ ​ 988.8 ​ ​ 250.4 ​ ​ 1,239.2 Food and beverage costs ​ 225.7 ​ 79.9 ​ 305.6 Operating expense, excluding depreciation and amortization (2) ​ 1,249.0 ​ 425.0 ​ 1,674.0 Rent ​ 649.9 ​ ​ 223.7 ​ ​ 873.6 General and administrative expense - other, excluding depreciation and amortization (3) ​ ​ 130.6 ​ 74.2 ​ ​ 204.8 Other segment items (4) ​ ( 1.3 ) ​ ( 2.6 ) ​ ( 3.9 ) Adjusted EBITDA ​ $ 301.5 ​ $ 42.4 ​ $ 343.9 ​ ​ 126 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2023 (In millions) ​ U.S. Markets ​ International Markets ​ Consolidated Revenues ​ $ 3,688.7 ​ $ 1,123.9 ​ $ 4,812.6 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Film exhibition costs ​ ​ 1,023.3 ​ ​ 267.8 ​ ​ 1,291.1 Food and beverage costs ​ 233.9 ​ 81.4 ​ 315.3 Operating expense, excluding depreciation and amortization (2) ​ 1,261.8 ​ 427.2 ​ 1,689.0 Rent ​ 651.5 ​ ​ 222.0 ​ ​ 873.5 General and administrative expense - other, excluding depreciation and amortization (3) ​ ​ 130.9 ​ 68.5 ​ ​ 199.4 Other segment items (4) ​ ( 3.8 ) ​ ( 6.2 ) ​ ( 10.0 ) Adjusted EBITDA ​ $ 391.1 ​ $ 63.2 ​ $ 454.3 ​ (1) All segment revenues are comprised of revenues from external customers. (2) Operating expense, excluding depreciation and amortization excludes certain operating expenses as further defined in the reconciliation of net loss to Adjusted EBITDA below. (3) General and administrative expense – other, excluding depreciation and amortization excludes stock compensation expense. (4) Other segment items include government assistance, business interruption insurance recoveries, net periodic pension cost (benefit), and attributable EBITDA from international theatre joint ventures. ​ Other segment disclosures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2025 (In millions) ​ U.S. Markets ​ International Markets ​ Consolidated Depreciation and amortization ​ $ 239.1 ​ $ 74.3 ​ $ 313.4 Income tax provision ​ ​ 2.7 ​ ​ 1.8 ​ ​ 4.5 Other expense (income) ​ ​ 159.2 ​ ​ ( 40.0 ) ​ ​ 119.2 Other significant noncash items: ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense ​ ​ 15.8 ​ ​ 1.1 ​ ​ 16.9 Impairment of long-lived assets ​ ​ 28.0 ​ ​ 15.5 ​ ​ 43.5 Equity in earnings of non-consolidated entities ​ ​ ( 5.7 ) ​ ​ ( 1.1 ) ​ ​ ( 6.8 ) Capital expenditures ​ ​ 174.2 ​ ​ 71.9 ​ ​ 246.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2024 (In millions) ​ U.S. Markets ​ International Markets ​ Consolidated Depreciation and amortization ​ $ 247.5 ​ $ 72.0 ​ $ 319.5 Income tax provision ​ ​ — ​ ​ 2.1 ​ ​ 2.1 Other income ​ ​ ( 113.7 ) ​ ​ ( 30.1 ) ​ ​ ( 143.8 ) Other significant noncash items: ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense ​ ​ 20.0 ​ ​ 2.0 ​ ​ 22.0 Impairment of long-lived assets ​ ​ 51.9 ​ ​ 20.4 ​ ​ 72.3 Equity in earnings of non-consolidated entities ​ ​ ( 10.7 ) ​ ​ ( 1.7 ) ​ ​ ( 12.4 ) Capital expenditures ​ ​ 171.4 ​ ​ 74.1 ​ ​ 245.5 ​ ​ 127 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2023 (In millions) ​ U.S. Markets ​ International Markets ​ Consolidated Depreciation and amortization ​ $ 286.5 ​ $ 78.5 ​ $ 365.0 Income tax provision ​ ​ 1.8 ​ ​ 1.6 ​ ​ 3.4 Other income ​ ​ ( 47.3 ) ​ ​ ( 21.8 ) ​ ​ ( 69.1 ) Other significant noncash items: ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense ​ ​ 38.3 ​ ​ 4.2 ​ ​ 42.5 Impairment of long-lived assets ​ ​ 49.2 ​ ​ 57.7 ​ ​ 106.9 Equity in earnings of non-consolidated entities ​ ​ ( 5.5 ) ​ ​ ( 2.2 ) ​ ​ ( 7.7 ) Capital expenditures ​ ​ 167.0 ​ ​ 58.6 ​ ​ 225.6 ​ The following table sets forth a reconciliation of net loss to Adjusted EBITDA: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ December 31, 2023 Net loss ​ $ ( 632.4 ) ​ $ ( 352.6 ) ​ $ ( 396.6 ) Plus: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax provision (1) ​ 4.5 ​ 2.1 ​ ​ 3.4 Interest expense ​ 530.2 ​ 443.7 ​ ​ 411.2 Depreciation and amortization ​ 313.4 ​ 319.5 ​ ​ 365.0 Impairment of long-lived assets (2) ​ 43.5 ​ 72.3 ​ ​ 106.9 Certain operating expense (3) ​ 14.6 ​ 5.4 ​ ​ 2.5 Equity in earnings of non-consolidated entities (4) ​ ( 6.8 ) ​ ( 12.4 ) ​ ​ ( 7.7 ) Attributable EBITDA (5) ​ ​ 2.3 ​ ​ 1.9 ​ ​ 2.2 Investment income (6) ​ ( 32.1 ) ​ ( 16.3 ) ​ ​ ( 15.5 ) Other expense (income) (7) ​ 129.8 ​ ( 141.8 ) ​ ​ ( 61.3 ) Merger, acquisition and other costs (8) ​ 3.6 ​ 0.1 ​ ​ 1.7 Stock-based compensation expense (9) ​ 16.9 ​ 22.0 ​ ​ 42.5 Adjusted EBITDA ​ $ 387.5 ​ $ 343.9 ​ $ 454.3 ​ (1) For information regarding the income tax provision (benefit), see Note 9 — Income Taxes. (2) During the year ended December 31, 2025, the Company recorded non-cash impairment charges related to its long-lived assets of $ 28.0 million on 47 theatres in the U.S. markets with 560 screens which were related to property, net and operating lease right-of-use assets, net and $ 15.5 million on 20 theatres in the International markets with 159 screens which were related to property, net and operating lease right-of-use assets, net. During the year ended December 31, 2024, the Company recorded non-cash impairment charges related to its long-lived assets of $ 51.9 million on 39 theatres in the U.S. markets with 469 screens which were related to property, net and operating lease right-of-use assets, net 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. During the year ended December 31, 2023, the Company recorded non-cash impairment charges related to its long-lived assets of $ 49.2 million on 68 theatres in the U.S. 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, 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. 128 Table of Contents (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) 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended (In millions) ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ December 31, 2023 Equity in (earnings) of non-consolidated entities ​ $ ( 6.8 ) ​ $ ( 12.4 ) ​ $ ( 7.7 ) Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures ​ ​ ( 5.7 ) ​ ​ ( 11.5 ) ​ ​ ( 6.6 ) Equity in earnings of International theatre joint ventures ​ ​ 1.1 ​ ​ 0.9 ​ ​ 1.1 Income tax provision ​ ​ 0.1 ​ ​ — ​ ​ 0.1 Investment income ​ ​ ( 0.5 ) ​ ​ ( 0.4 ) ​ ​ ( 0.6 ) Interest expense ​ ​ 0.2 ​ ​ 0.1 ​ ​ 0.2 Depreciation and amortization ​ ​ 1.4 ​ ​ 1.3 ​ ​ 1.4 Attributable EBITDA ​ $ 2.3 ​ $ 1.9 ​ $ 2.2 ​ (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. 129 Table of Contents (9) Non-cash expense included in general and administrative: other. ​ Financial information about geographic area is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended Revenues (In millions) ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 United States ​ $ 3,706.1 ​ $ 3,544.2 ​ $ 3,688.7 United Kingdom ​ ​ 428.5 ​ ​ 408.8 ​ ​ 400.9 Spain ​ ​ 153.4 ​ ​ 143.3 ​ ​ 148.2 Sweden ​ ​ 122.5 ​ ​ 116.4 ​ ​ 124.9 Italy ​ ​ 147.3 ​ ​ 147.6 ​ ​ 151.9 Germany ​ ​ 124.3 ​ ​ 111.6 ​ ​ 125.8 Finland ​ ​ 84.7 ​ ​ 90.1 ​ ​ 97.9 Ireland ​ ​ 33.1 ​ ​ 32.5 ​ ​ 32.2 Other foreign countries ​ ​ 49.0 ​ ​ 42.7 ​ ​ 42.1 Total revenues ​ $ 4,848.9 ​ $ 4,637.2 ​ $ 4,812.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of Long-term assets, net (In millions) ​ December 31, 2025 ​ December 31, 2024 United States ​ $ 5,267.4 ​ $ 5,474.2 International ​ ​ 2,019.9 ​ ​ 1,826.1 Total long-term assets (1) ​ $ 7,287.3 ​ $ 7,300.3 ​ (1) Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax assets, net and other long-term assets. ​ ​ NOTE 12—ACCUMULATED OTHER COMPREHENSIVE LOSS ​ The following table presents the change in accumulated other comprehensive loss by component: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ ​ ​ ​ (In millions) ​ ​ ​ Currency ​ ​ ​ Pension Benefits ​ ​ ​ Total Balance December 31, 2023 ​ $ ( 77.7 ) ​ $ ( 0.5 ) ​ $ ( 78.2 ) Other comprehensive income (loss) ​ ​ ( 55.6 ) ​ ​ 1.8 ​ ​ ( 53.8 ) Balance December 31, 2024 ​ $ ( 133.3 ) ​ $ 1.3 ​ $ ( 132.0 ) Other comprehensive income (loss) ​ ​ 95.0 ​ ​ ( 5.2 ) ​ ​ 89.8 Balance December 31, 2025 ​ $ ( 38.3 ) ​ $ ( 3.9 ) ​ $ ( 42.2 ) ​ The tax effects allocated to each component of other comprehensive income (loss) is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 ​ ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tax ​ ​ ​ ​ ​ ​ Pre-Tax ​ (Expense) ​ Net-of-Tax ​ Pre-Tax ​ (Expense) ​ Net-of-Tax ​ Pre-Tax ​ (Expense) ​ Net-of-Tax (In millions) ​ Amount ​ Benefit ​ Amount ​ Amount ​ Benefit ​ Amount ​ Amount ​ Benefit ​ Amount Unrealized foreign currency translation adjustment ​ $ 94.8 ​ $ 0.2 ​ $ 95.0 ​ $ ( 55.5 ) ​ $ ( 0.1 ) ​ $ ( 55.6 ) ​ $ 0.5 ​ $ 0.6 ​ $ 1.1 Pension and other benefit adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net gain (loss) arising during the period, net of tax ​ ​ ( 5.2 ) ​ ​ — ​ ​ ( 5.2 ) ​ ​ 1.8 ​ ​ — ​ ​ 1.8 ​ ​ ( 2.0 ) ​ ​ — ​ ​ ( 2.0 ) Other comprehensive income (loss) ​ $ 89.6 ​ $ 0.2 ​ $ 89.8 ​ $ ( 53.7 ) ​ $ ( 0.1 ) ​ $ ( 53.8 ) ​ $ ( 1.5 ) ​ $ 0.6 ​ $ ( 0.9 ) ​ ​ ​ 130 Table of Contents ​ NOTE 13—LOSS PER SHARE 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 Existing Exchangeable Notes and New 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 Existing Exchangeable Notes and New Exchangeable Notes. The following table sets forth the computation of basic and diluted loss per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Year Ended ​ Year Ended (In millions) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Numerator: ​ ​ ​ ​ ​ ​ Net loss for basic and diluted loss per share ​ $ ( 632.4 ) ​ $ ( 352.6 ) ​ $ ( 396.6 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator (shares in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares for basic and diluted loss per common share ​ 472,899 ​ 332,920 ​ 167,644 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted loss per common share ​ $ ( 1.34 ) ​ $ ( 1.06 ) ​ $ ( 2.37 ) ​ 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 ; 1,662,429 ; and 272,469 , respectively, were not included in the computation of diluted loss per share because they would be anti-dilutive. All Tranche Year PSUs which had been attained at December 31, 2025, December 31, 2024, and December 31, 2023 were included in basic loss per share for each respective period because the issuance of the related shares were contingent only upon the passage of time. Therefore, no granted Tranche Year PSUs at December 31, 2025, December 31, 2024, and December 31, 2023 could further dilute basic loss per share. 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 February 2026, the Company entered into a sales and registration agreement (the “2026 Sales and Registration Agreement”) with (1) Goldman Sachs & Co. LLC, B. 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 131 Table of Contents 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. ​ 132 Table of Contents 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. 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. ​ ​ ​ 133 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . ​ Not applicable ​