What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-05 compared with 2025-11-05 · 307 added, 726 removed, 523 unchanged (66% of the section changed)

3 unchanged sentences

Three Months Ended

Nine Months Ended

(In millions, except share and per share amounts)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Food and beverage

10 unchanged sentences

Operating costs and expenses

Operating income (loss)

Operating loss

Other expense, net:

Other expense (income)

Interest expense:

5 unchanged sentences

Loss before income taxes

Income tax provision (benefit)

Income tax provision

Net loss per share:

6 unchanged sentences

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Other comprehensive income (loss):

Unrealized foreign currency translation adjustments

Pension adjustments:

Net gain (loss) arising during the period

Other comprehensive income (loss)

4 unchanged sentences

(In millions, except share data)

September 30, 2025

March 31, 2026

December 31, 2025

29 unchanged sentences

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

no shares issued and outstanding as of September 30, 2025, and December 31, 2024

no shares issued and outstanding as of March 31, 2026, and December 31, 2025

Class A common stock ($ .01 par value, 1,100,000,000 shares authorized;

512,943,561 shares issued and outstanding as of September 30, 2025;

605,223,095 shares issued and outstanding as of March 31, 2026;

1,100,000,000 authorized;

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Three Months Ended

(In millions)

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization

Loss (gain) on extinguishment of debt

Gain on derivatives

Deferred income taxes

Unrealized loss (gain) on investments in Hycroft

Impairment of equity security

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

Gains on investments in Hycroft

Amortization of net discount on corporate borrowings to interest expense

Amortization of deferred financing costs to interest expense

1 unchanged sentence

Non-cash portion of stock-based compensation

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

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

Lease incentives

Deferred rent

Net periodic benefit cost

Non-cash rent benefit

Net periodic pension cost

Change in assets and liabilities:

5 unchanged sentences

Proceeds from disposition of long-term assets

Investments in non-consolidated entities

Proceeds from sale of Hycroft

Net cash used in investing activities

1 unchanged sentence

Net proceeds from equity issuances

Proceeds from issuance of Senior Secured Notes due 2029

Principal payments under the Second Lien Notes due 2026

Principal payments under Senior Subordinated Notes due 2025

Principal payments under Senior Subordinated Notes due 2026

Proceeds from issuance of Term Loan due 2029

Scheduled principal payments under Term Loan borrowings

Principal payments under finance lease obligations

Repurchase of Senior Subordinated Notes due 2025

Scheduled principal payments under term loan borrowings

Repurchase of Senior Subordinated Notes due 2025

Repurchase of Second Lien Notes due 2026

Principal payments under Term Loan due 2026

Cash used to pay deferred financing costs

Debt extinguishment costs

Taxes paid for restricted unit withholdings

9 unchanged sentences

Construction payables at period end

Deferred financing costs payable

Extinguishment of 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 in exchange for share issuance (1) Principal only

Extinguishment of 7.5 % First Lien Notes due 2029 in exchange for Senior Secured Notes due 2029 (1)

Extinguishment of 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 in exchange for Senior Secured Exchangeable Notes due 2030 (1) Principal only

Cancellation of Senior Secured Exchangeable Notes due 2030 pursuant to principal adjustment feature (1) Principal only

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

Extinguishment of Senior Subordinated Notes due 2025 in exchange for share issuance (1)

Extinguishment of Senior Subordinated Notes due 2026 in exchange for share issuance (1)

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

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

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

(1) See Note 1—Basis of Presentation and Note 6—Corporate Borrowings and Finance Lease Liabilities for further information on debt extinguishments and refinancing transactions.

Consent fees paid with shares of Common Stock

Other third-party equity issuance costs payable

See Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

NOTE 1—BASIS OF PRESENTATION

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In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position and results of operations.

Due to the seasonal nature of the Company’s business, results for the nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

Due to the seasonal nature of the Company’s business, results for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

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

In order to achieve net positive cash flows from operating activities the Company believes that revenues will need to increase to levels at least in line with pre-COVID-19 revenues.

North American box office grosses were down approximately 22 % for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2019.

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

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

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.

Based on the Company’s current cost structure, in order to achieve sustainable net positive cash flows from operating activities, the Company believes that revenues will need to increase from current levels to levels at least in line with pre-COVID-19 revenues.

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 the required liquidity vary significantly.

There can be no assurance that the revenues, costs, 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 6—Corporate Borrowings and Finance Lease Liabilities for a summary of debt transactions that

occurred during the nine months ended September 30, 2025 and September 30, 2024, respectively.

Additionally, the Company has bolstered its liquidity through sales of its Class A Common Stock (“Common Stock”), see Note 7—Stockholders’ Deficit for further information on these sales.

The Company continuously monitors the capital markets and its capital structure, and may, from time to time, seek to refinance, amend or otherwise restructure its outstanding debt on an opportunistic basis.

Such repurchases, refinancings, amendments, restructurings 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.

Additionally, the Company has bolstered its liquidity through sales of its Class A Common Stock (“Common Stock”), see Note 6—Stockholders’ Deficit and Note 11—Subsequent Events for further information on these sales.

Cash and Cash Equivalents.

As of September 30, 2025, cash and cash equivalents for the U.S.

markets and International markets were $ 283.8 million and $ 82.0 million, respectively, and as of December 31, 2024, cash and cash equivalents were $ 513.0 million and $ 119.3 million, respectively.

As of March 31, 2026, cash and cash equivalents for the U.S.

markets and International markets were $ 244.1 million and $ 95.1 million, respectively, and 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.

Restricted Cash.

2 unchanged sentences

(In millions)

September 30, 2025

March 31, 2026

December 31, 2025

2 unchanged sentences

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

As of September 30, 2025, restricted cash for the U.S.

As of March 31, 2026, restricted cash for the U.S.

markets and International markets were $ 15.7 million and $ 26.0 million, respectively.

1 unchanged sentence

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

The Company accounts for its investments in non-consolidated entities using the equity method when the 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 share of the earnings or losses of an investee.

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 condensed consolidated balance sheets.

On February 5, 2026, the Company exercised its remaining warrants to purchase 1,000,824 common shares of Hycroft Mining Holding Corporation (“Hycroft”) on a cashless basis and received 765,440 common shares of Hycroft.

During the three months ended March 31, 2026, the Company sold 700,000 common shares of Hycroft for $ 29.7 million.

As of March 31, 2026, the Company held 129,478 remaining common shares of Hycroft.

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

The Company recorded realized and unrealized gains related to its investments in Hycroft in investment income of $( 18.0 ) million and $( 2.8 ) million during the three months ended March 31, 2026 and March 31, 2025, respectively.

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 $ 5.4 million and $ 5.1 million during the three months ended March 31, 2026 and March 31, 2025, respectively.

The Company recorded related party film exhibition costs of $ 6.3 million and $ 3.5 million during the three months ended March 31, 2026 and March 31, 2025, respectively.

Accumulated Other Comprehensive Loss.

3 unchanged sentences

Balance December 31, 2025

Other comprehensive income

Balance September 30, 2025

Accumulated Depreciation and Amortization.

Accumulated depreciation related to property was $ 3,479.1 million and $ 3,288.1 million as of September 30, 2025, and December 31, 2024, respectively.

Accumulated amortization of intangible assets was $ 8.7 million and $ 8.2 million as of September 30, 2025, and December 31, 2024, respectively.

Other Expense (Income).

The following table sets forth the components of other expense (income):

Other comprehensive loss

Balance March 31, 2026

Accumulated Depreciation.

Accumulated depreciation related to property was $ 3,566.2 million and $ 3,532.6 million as of March 31, 2026, and December 31, 2025, respectively.

Other Income.

The following table sets forth the components of other income:

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Foreign currency transaction losses (gains)

Governmental assistance - International markets

Non-operating components of net periodic benefit cost

Gain on extinguishment - Senior Subordinated Notes due 2025

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

Loss (gain) on extinguishment - Second Lien Notes due 2026

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

Loss on extinguishment - 7.5 % First Lien Notes due 2029

Term Loan modifications - third party fees

Net periodic pension cost

Debt modifications - third party fees

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

1 unchanged sentence

Equity in earnings of non-consolidated entities

Shareholder litigation recoveries

Vendor dispute settlement

Other settlement proceeds

Business interruption expense and insurance (recoveries)

Total other expense (income)

Accounting Pronouncements Issued Not Yet Adopted

Internal-Use Software.

In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, Intangibles–Goodwill and Other (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which is intended to modernize the accounting for software costs that are accounted for under Subtopic 350-40.

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.

Total other income

NOTE 2—LEASES

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

(In millions)

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Total lease cost

Cash flow and supplemental information is presented below:

Nine Months Ended

September 30,

Cash flow and supplemental information are presented below:

Three Months Ended

(In millions)

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(1) Includes lease extensions and option exercises.

The following table represents the weighted-average remaining lease term and discount rate as of September 30, 2025:

The following table represents the weighted-average remaining lease term and discount rate as of March 31, 2026:

Weighted Average

4 unchanged sentences

Finance leases

Minimum annual payments and the net present value thereof as of September 30, 2025, are as follows:

Minimum annual payments required under existing operating and finance leases and the net present value thereof as of March 31, 2026, are as follows:

Operating Lease

1 unchanged sentence

(In millions)

Three months ending December 31, 2025

Nine months ending December 31, 2026

Total lease payments

1 unchanged sentence

Total operating and finance lease liabilities, respectively

As of September 30, 2025, the Company had signed additional operating lease agreements for two theatres that have not yet commenced.

The leases have terms ranging from 10 to 15 years and total lease payments of approximately $ 15.5 million.

As of March 31, 2026, the Company had signed an additional operating lease agreement for one theatre that has not yet commenced.

The lease has a 10-year term and total lease payments of approximately $ 6.9 million.

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

3 unchanged sentences

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Major revenue types

1 unchanged sentence

Other theatre:

Screen advertising

Other theatre

1 unchanged sentence

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Timing of revenue recognition

3 unchanged sentences

(1) Amounts primarily include subscription and advertising revenues.

The following tables provide the balances of receivables, net and deferred revenues and income as of September 30, 2025, and December 31, 2024:

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

(In millions)

September 30, 2025

March 31, 2026

December 31, 2025

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(In millions)

September 30, 2025

March 31, 2026

December 31, 2025

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Admission revenues (2)

Food and beverage (2)

Food and beverage revenues (2)

Other theatre revenues (2)

Reclassification to revenue as the result of performance obligations satisfied:

Admission revenues (3)

Food and beverage (3)

Other theatre (4)

Food and beverage revenues (3)

Other theatre revenues (4)

Foreign currency translation adjustment

Balance September 30, 2025

Balance March 31, 2026

(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 redemptions of gift cards, exchange tickets, movie tickets, and rewards related to loyalty programs.

(3) Amount of revenue recognized from redemptions of gift cards, exchange tickets, movie tickets, and loyalty programs.

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

4 unchanged sentences

Balance December 31, 2025

Contract modification consideration (1)

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

Balance September 30, 2025

Other theatre revenue recognized as performance obligations are satisfied

Balance March 31, 2026

(1) The exhibitor services agreement contract liability relates to National CineMedia, LLC (“NCM”) common units that were previously received under the exhibitor services agreement dated February 13, 2007 and amended and restated as of December 13, 2013.

5 unchanged sentences

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.

The non-cash revenue resulting from the satisfaction of the performance obligations is adjusted for in the condensed consolidated statements of cash flows under the changes in accrued expenses and other liabilities caption.

Gift Cards and Exchange Tickets.

The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income in the condensed consolidated balance sheet as of September 30, 2025 was $ 281.4 million.

The deferred revenues will be recognized as revenues once the gift cards and exchange tickets are redeemed.

In the case of non-redeemed gift card and exchange tickets, the deferred revenues will be recognized in other theatre revenues in proportion to the pattern of actual redemptions, which is estimated to occur over the next 24 months .

In the International markets, certain gift card and exchange tickets are subject to expiration dates, which may trigger further adjustments to non-redemption revenue in other theatre revenues.

The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income as of March 31, 2026 was $ 312.1 million.

This will be recognized as revenues as (i) the gift cards and exchange tickets are redeemed, (ii) 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 (iii) the gift cards or exchange tickets expire.

Loyalty Programs.

As of September 30, 2025, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $ 92.4 million.

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

As of March 31, 2026, the amount of deferred revenues related to loyalty programs included in deferred revenues and income was $ 96.2 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.

1 unchanged sentence

NOTE 4—GOODWILL

The following table summarizes the changes in goodwill by reporting unit for the nine months ended September 30, 2025:

The following table summarizes the changes in goodwill by reporting unit for the three months ended March 31, 2026:

International

12 unchanged sentences

Currency translation adjustment

Balance September 30, 2025

NOTE 5—INVESTMENTS

Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50.0 % voting control, and are recorded in the condensed consolidated balance sheets in other long-term assets.

Investments in non-consolidated affiliates as of September 30, 2025 include interests in Digital Cinema Distribution Coalition, LLC (“DCDC”) of 14.6 %, AC JV, LLC (“AC JV”), owner of Fathom Events, of 32.0 %, SV Holdco LLC, owner of Screenvision, of 18.4 %, Digital Cinema Media Limited (“DCM”) of 50.0 %, Handelsbolaget Svenska Bio Lidingo of 50.0 %, Bergen Kino AS of 49.0 %, Odeon Kino Stavanger/Sandnes AS of 49.0 %, CAPA Kinoreklame AS (“Capa”) of 50.0 % and Vasteras Biografer, Aktiebolaget Svensk Filmindustri & Co (“Vasteras”) of 50.0 %.

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

theatres and 59 theatres in Europe.

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

Related Party Transactions

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

(In millions)

September 30, 2025

December 31, 2024

Due from DCM for on-screen advertising revenue

Loan receivable from DCM

Due to AC JV for Fathom Events programming

Loan receivable from Vasteras

Due from Capa for on-screen advertising revenue

Due to Vasteras

theatre partnerships

Three Months Ended

Nine Months Ended

(In millions)

Consolidated Statements of Operations

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

DCM screen advertising revenues

Other revenues

DCDC content delivery services

Operating expense

Film rent — AC JV

Film exhibition costs

Screenvision screen advertising revenues

Other revenues

Capa advertising revenues

Other revenues

Investment in Hycroft

The Company holds approximately 2.4 million common shares of Hycroft Mining Holding Corporation (NASDAQ:

HYMC) (“Hycroft”) and approximately 2.3 million warrants to purchase common shares.

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

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

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

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

The Company recorded unrealized losses (gains) related to its investments in Hycroft in investment income of $( 9.3 ) million and $ 1.4 million during the three months ended September 30, 2025 and September 30, 2024, respectively.

The Company recorded unrealized losses (gains) related to its investments in Hycroft in investment income of $( 11.8 ) million and $ 1.7 million during the nine months ended September 30, 2025 and September 30, 2024, respectively.

Investment Impairment

During the three and nine months ended September 30, 2025, the Company recorded an impairment charge of $ 10.3 million in investment income related to an equity security without a readily determinable fair value measured at cost less any impairments.

The investment has no remaining carrying value.

Balance March 31, 2026

NOTE 5—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

1 unchanged sentence

(In millions)

September 30, 2025

March 31, 2026

December 31, 2025

Secured Debt:

Credit Agreement-Term Loans due 2029 ( 11.134 % as of September 30, 2025 and 11.356 % as of December 31, 2024)

Credit Agreement-Term Loans due 2029 ( 10.675 % as of March 31, 2026 and 10.731 % as of December 31, 2025)

12.75 % Odeon Senior Secured Notes due 2027

Senior Secured Exchangeable Notes due 2030 ( 6.0 % cash interest & 2.0 % PIK interest as of September 30, 2025)

Senior Secured Notes due 2029 ( 9.0 % cash interest & 6.0 % PIK interest as of September 30, 2025)

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

Senior Secured Notes due 2029 ( 9.0 % cash interest & 6.0 % PIK interest as of March 31, 2026)

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

7.5 % First Lien Notes due 2029

Unsecured/Retired Debt:

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

5.75 % Senior Subordinated Notes due 2025

5.875 % Senior Subordinated Notes due 2026

Unsecured Debt:

6.125 % Senior Subordinated Notes due 2027

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

September 30,

(In millions)

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

12.75 % Odeon Senior Secured Notes due 2027

3 unchanged sentences

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

The following table provides the principal payments required and maturities of corporate borrowing as of September 30, 2025:

The following table provides the principal payments required and maturities of corporate borrowing as of March 31, 2026:

(In millions)

Three months ended December 31, 2025

Nine months ended December 31, 2026

Debt Repurchases and Exchanges

The table below summarizes the various cash debt repurchase transactions during the nine months ended September 30, 2025.

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

The table below summarizes the various cash debt repurchase transactions during the three months ended March 31, 2025.

Aggregate Principal

5 unchanged sentences

5.75 % Senior Subordinated Notes due 2025

The total carrying value of the debt extinguished in the above transactions during the nine months ended September 30, 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 nine months ended September 30, 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 (as defined herein) described further below.

Aggregate Principal

Reacquisition

Accrued Interest

(In millions, except for share data)

Extinguishment

Paid/Exchanged

Cash debt repurchase transactions:

5.75 % Senior Subordinated Notes due 2025

Second Lien Notes due 2026

Total cash debt repurchase transactions

Debt for equity exchange transactions:

Second Lien Notes due 2026

Total debt for equity exchange transactions

Cash and debt for equity exchange transactions:

5.75 % Senior Subordinated Notes due 2025

5.875 % Senior Subordinated Notes due 2026

Second Lien Notes due 2026

Total cash and debt for equity exchange transactions

Total debt repurchases and exchanges

The total carrying value of the debt extinguished in the above transactions during the nine months ended September 30, 2024 was $ 343.8 million.

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

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

5 unchanged sentences

Net Earnings (Loss)

Extinguishment (1)

September 30, 2025

March 31, 2026

Principal balance

3 unchanged sentences

Carrying value

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

The 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 (the “Existing Exchangeable Notes”) have an effective interest rate of 15.12 %.

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(In millions)

December 31, 2025

Net Earnings (Loss)

September 30, 2025

March 31, 2026

Principal balance

Debt issuance costs

Accrued paid-in-kind interest

Bifurcated embedded derivative

1 unchanged sentence

The Senior Secured Exchangeable Notes due 2030 (the “New Exchangeable Notes”) have an effective interest rate of 16.54 %.

2025 Refinancing Transactions

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

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 “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 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”).

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.

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.

The following sections provide summaries of the key terms and provisions of the New 2029 Notes Indenture (as defined herein), the New Exchangeable Notes Indenture (as defined herein), and the Credit Agreement Amendment (as defined herein).

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 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 will bear interest at a rate per annum equal to the Applicable Rate (as defined in the New 2029 Notes Indenture), payable semi-annually in arrears in cash and, to the extent required, in payment-in-kind (“PIK”) interest on June 15 and December 15 of each year, beginning on December 15, 2025.

The Applicable Rate ranges from 11.5 % cash interest to 15.0 % total interest (comprised of 9.0 % cash and 6.0 % PIK) depending on the Company’s Total Leverage Ratio (as defined in the New 2029 Notes Indenture).

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.

If, by December 10, 2025, the Company has not obtained the necessary shareholder approvals required to issue the Company’s Common Stock underlying the New Exchangeable Notes (the “Required Shareholder Approval”), the interest rate per annum payable with respect to the New 2029 Notes will increase by either 1.00 % cash interest or 2.00 % PIK interest, as determined by the Company in its sole discretion (the “Additional Rate”).

The Additional Rate will (i) go into effect concurrent with any rate adjustment to the New Exchangeable Notes and (ii) remain in force for any duration of time in which the New Exchangeable Notes remain outstanding and are not exchangeable.

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

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 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 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 will initially bear interest at a rate per annum of 6.00 % cash interest and 2.00 % PIK interest, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025;

provided that so long as the Required Shareholder Approval has been obtained on or before December 10, 2025 (the “Interest Adjustment Date”), the interest rate will be decreased, from and after the Interest Adjustment Date, to 1.50 % cash interest (and no PIK interest) per annum.

In the event that receipt of the Required Shareholder Approval does not occur prior to the Interest Adjustment Date, the interest rate on the New Exchangeable Notes will be increased, from and after the Interest Adjustment date, to 9.50 % cash interest and 3.50 % PIK interest per annum (until any later date on which such Required Shareholder Approval is obtained, from and after which the interest rate will be decreased to 1.50 % cash interest (and no PIK interest) per annum).

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 Intercreditor Agreement, and will be subject to the same turnover provisions as the Existing Exchangeable Notes for the benefit of the term loans under the Credit Agreement and (b) on a 1.25 lien priority basis on the assets of Muvico, Centertainment and their guarantor subsidiaries under the Existing Exchangeable Notes Indenture and AMC Theatres of UK Limited, which lien will only be junior to the liens securing the term loans under the Credit Agreement and senior to the liens securing the New 2029 Notes and the liens securing any other funded debt of Muvico, including, but not limited to, the Existing Exchangeable Notes.

Exchange Mechanics;

Fundamental Change;

Prior to a Required Shareholder Approval, the New Exchangeable Notes are not exchangeable into Common Stock.

Following the Required Shareholder Approval, the New Exchangeable Notes will be exchangeable, at the option of the holders thereof, into Common Stock at a stock price (the “Exchange Price”) calculated based on a formula described in the New Exchangeable Notes Indenture.

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 or (ii) at least 100,000,000 shares of Common Stock have traded above 200 % of the Soft Call Trigger Price, then, in either case, all such restrictions with respect to the Company’s ability to engage in at-the-market offerings will no longer apply, so long as any Common Stock sold in any such offering is sold at a price no less than 200 % of the Soft Call Trigger Price.

At any time from and after the date that is one business day following the date on which the Exchange Price has been initially determined until the close of business on the second Trading Day immediately preceding the maturity date of the New Exchangeable Notes, each holder of the New Exchangeable Notes will have the right, at its option, to surrender for exchange all or a portion of its New Exchangeable Notes at the Exchange Rate for Common Stock based on the applicable Exchange Rate (as defined in the New Exchangeable Notes Indenture) then in effect.

During such period, Muvico will have the right, at its election, to redeem all (but not less than all) of the outstanding New Exchangeable Notes at a price equal to the aggregate principal amount of the New Exchangeable Notes, plus accrued and unpaid interest thereon to, but excluding, the date of such redemption if the Daily VWAP per share of Common Stock exceeds 110 % of the Exchange Price for fifteen consecutive Trading Days ending on (and including) the Trading Day immediately before the date on which Muvico sends a notice to holders calling such New Exchangeable Notes for redemption (a “Soft Call Notice”).

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

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

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 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 $ 190,000,000 .

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.

Additional New Exchangeable Notes

The New Exchangeable Notes Indenture provides that in the event that the Required Shareholder Approval is not obtained within 180 days of the Closing Date, Muvico will promptly issue $ 15.0 million aggregate principal amount of additional New Exchangeable Notes to the holders of the New Exchangeable Notes, pro rata based on the percentage of outstanding New Exchangeable Notes held by each such holder as of the Closing Date and rounded to the nearest $1.00 increment.

If the Required Shareholder Approval is obtained, the Company will pay a consent fee to an ad hoc group of creditors, in the form of $ 15.0 million payable in shares of Common Stock, based on a price determined during the sixty consecutive trading days immediately following the Required Shareholder Approval (the “Consent Fee Feature”).

Embedded Derivatives

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

The Company bifurcated the Interest Reset Feature as:

(i) the economic characteristics and risks of the interest rate change are not clearly and closely related to the economic characteristics and risks of the host instrument because the change is dependent on authorization of additional Common Stock;

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

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

The 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 are not clearly and closely related to the economic characteristics and risks of the host instrument given that the Principal Adjustment Feature was tied to the price of the Company’s Common Stock;

(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.

See Note 9–Fair Value Measurements for a discussion of the valuation methodologies.

Credit Agreement Amendment

On the Closing Date, the Company entered into that certain First Amendment to Credit Agreement (the “Credit Agreement Amendment”), by and among the Company and Muvico, as borrowers, the Existing Guarantors, the lenders party thereto (which constituted the “Required Lenders” as defined in the Credit Agreement) and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent, which amends the Credit Agreement.

Pursuant to the Credit Agreement Amendment, certain covenants were amended to permit the consummation of the Transactions and

directed Wilmington Savings Fund Society, FSB, as collateral agent in respect of the existing term loans (in such capacity, the “Credit Agreement Collateral Agent”), to enter into the A&R First Lien/Second Lien Centertainment Group Intercreditor Agreement (as defined below) and the First Lien/Intermediate Lien Intercreditor Agreement (as defined below).

Intercreditor Agreements

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

On the Closing Date, the Company, Centertainment, Muvico and the other Existing Guarantors, the Credit Agreement Collateral Agent, the collateral agent for the noteholders of the Existing Exchangeable Notes (the “Existing Exchangeable Notes Collateral Agent”), the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain Amended and Restated First Lien/Second Lien Intercreditor Agreement (the “First Lien/Second Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the Credit Agreement Collateral Agent, the Exchangeable Notes Collateral Agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent in the collateral granted by the Muvico Group Guarantors and certain other matters related to the administration of security interests.

Existing First Lien Restricted Group Intercreditor Joinder Agreement

On the Closing Date, the Company, the AMC Group Guarantors, the Credit Agreement Collateral Agent, in its capacity as controlling collateral agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain Joinder No.

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 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 Closing Date, the Company, Muvico, Centertainment and the other Muvico Group Guarantors, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain 1.25 Lien/1.5 Lien Intercreditor Agreement (the “1.25 Lien/1.5 Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent in the collateral granted by the Muvico Group Guarantors and certain other matters related to the administration of security interests.

Supplemental Indentures

In connection with entering into the Transaction Support Agreement, with the consent of the holders of a majority of the Existing Exchangeable Notes, Muvico entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Company’s Existing Exchangeable Notes, with the guarantors party thereto and the trustee and notes collateral agent thereunder.

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

Prior to the 2025 Refinancing Transactions, with the consent of the holders of a majority in aggregate principal amount of the outstanding Existing 7.5% Notes, the Company, the guarantors party thereto and CSC Delaware Trust Company, as trustee and collateral agent, entered into a supplemental indenture (the “Existing 7.5% Notes Supplemental Indenture”) to the Existing 7.5% Notes Indenture.

Among other things, the Existing 7.5% Notes Supplemental Indenture made amendments to the Existing 7.5% Notes Indenture to permit the 2025 Refinancing Transactions.

Extinguishments & Subordinated Note Redemption

The Company determined that July 1, 2025 was the appropriate date to apply extinguishment accounting to the Existing Exchangeable Notes as it was the date that the Common Stock was issued and also the date the Company had a firm commitment to issue the New Exchangeable Notes.

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

(In millions)

Fair value of New Exchangeable Notes

Fair value of bifurcated embedded derivatives New Exchangeable Notes

Fair value of Common Stock issued

Total consideration

Principal Existing Exchangeable Notes

Discount Existing Exchangeable Notes

Debt issuance costs Existing Exchangeable Notes

Gain on cash paid for PIK interest

Bifurcated embedded derivatives Existing Exchangeable Notes

Carrying value Existing Exchangeable Notes

Loss on extinguishment of Existing Exchangeable Notes

The exchanges of the Existing 7.5% Notes for New 2029 Notes were accounted for as extinguishments and resulted in a loss on extinguishment as follows:

(In millions)

Fair value of New 2029 Notes (1)

Gross proceeds

Cash fee paid to Existing 7.5% Notes lenders

Total consideration

Principal Existing 7.5% Notes

Debt issuance costs Existing 7.5% Notes

Carrying value Existing 7.5% Notes

Loss on extinguishment of Existing 7.5% Notes

(1) Fair value of the New 2029 Notes was estimated on July 24, 2025 using observed prices for transactions of the New 2029 Notes shortly after issuance.

The market for the New 2029 Notes is considered an inactive market and the observed prices are considered a Level 2 input in the fair value hierarchy .

On July 7, 2025, the Company delivered notices of conditional full redemption (the “Notices”) to holders of the Company’s outstanding 5.875% Senior Subordinated Notes due 2026 (the “Senior Subordinated Notes due 2026”) and 10%/12% Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the “Second Lien Notes”) (collectively, the “Subordinated Notes”) to redeem the Subordinated Notes in full, in each case, at a redemption price of 100 % of the principal amount of the Subordinated Notes outstanding, plus accrued and unpaid interest to the applicable redemption date (the “Redemptions”).

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

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

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 $ 2.1 million for costs paid to third parties.

2024 Refinancing Transactions

In the third quarter of 2024, the Company completed a series of refinancing transactions (the “2024 Refinancing Transactions”) with two creditor groups to refinance and extend to 2029 and 2030 the maturities of the Company’s debt previously maturing in 2026.

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 open market purchases of $ 1,895.0 million the Company’s existing senior secured term loans maturing in 2026 (the “Existing Term Loans”) and (ii) exchanged for $ 104.2 million of the Company’s Second Lien Notes.

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

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

(In millions)

Fair value of Exchangeable Notes due 2030

Fair value of Conversion Option

Fair value of New Term Loans due 2029

PIK fee paid to Second Lien Lenders

Cash fee paid to Second Lien Lenders

Second Lien Notes consideration

Principal Second Lien Notes

Premium Second Lien Notes

Carrying value Second Lien Notes

Loss on extinguishment of Second Lien Notes

The debt exchanges for the Existing Term Loans were accounted for as modifications and resulted in expense of approximately $ 41.0 million for costs paid to third parties.

On March 23, 2026, the Company issued 15,378,194 shares of Common Stock for consent fees payable to the holders of the New Exchangeable Notes.

The consent fees were paid as consideration for the 2025 Refinancing Transactions (as defined herein) and amendments made to the indenture governing the New Exchangeable Notes.

The consent fees had previously been included as part of the bifurcated embedded derivative for the New Exchangeable Notes.

New 2029 Notes Amendments

On February 12, 2026, and February 24, 2026, Holdings, Muvico, LLC, a wholly owned subsidiary of the Company (“Muvico”), and certain holders of Muvico’s new Senior Secured Notes due 2029 (the “New 2029 Notes”) (such holders, the “New 2029 Noteholders”) agreed to amend the indenture governing the New 2029 Notes (the “2029 Notes Indenture”).

The amendments (the “Indenture Amendments”) among other things, provide the Company with flexibility to:

● refinance its outstanding term loan credit agreement and 12.75 % Senior Secured Notes due 2027 (the “Odeon Notes due 2027”) issued by Odeon Finco PLC (“Odeon Finco”), a wholly-owned direct subsidiary of Odeon

Cinemas Group Limited (“OCGL”) and an indirect subsidiary of Holdings, with new debt that may be secured and guaranteed by Holdings, OCGL, and Muvico, and

● at any time that there are no New Exchangeable Notes outstanding, incur up to an additional $ 50 million of secured debt under the New 2029 Notes Indenture.

In consideration for the New 2029 Noteholders’ agreement to the Indenture Amendments, the Company issued 17,739,549 shares of Common Stock as a consent fee.

The Indenture Amendments were treated as a modification of the New 2029 Notes and the Company recorded $ 18.8 million to deferred financing costs and to stockholder’s deficit for the consent fees paid in shares.

Covenant Compliance

As of September 30, 2025, the Company believes that it was in full compliance with all agreements, including related covenants, governing our outstanding debt.

As of March 31, 2026, the Company believes that it was in full compliance with all agreements, including related covenants, governing its outstanding debt.

NOTE 6—STOCKHOLDERS’ DEFICIT

Share Issuances

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

LLC (the “Sales Agent”) relating to an aggregate offering of up to 50,000,000 shares of Common Stock of the Company.

In accordance with the terms of the Sales and Registration Agreement, the Company 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.

Additionally, during the nine months ended September 30, 2025, the Company issued shares through an “at-the-market” offering.

The below table summarizes the activity of the “at-the-market” offering:

(In millions)

September 30, 2025

Shares issued through at-the-market offering

At-the-market offering gross proceeds

Sales agent fees paid

Other third-party issuance costs incurred

Other third-party issuance costs paid

As of January 15, 2025, all 50.0 million shares subject to the Sales and Registration Agreement had been sold.

During the nine months ended September 30, 2024, the Company issued shares through an “at-the-market” offering.

The below table summarizes the activity of the “at-the-market” offering:

In February 2026, the Company entered into a sales and registration agreement (the “2026 Sales and Registration Agreement”) with (1) Goldman Sachs & Co.

Riley Securities, Inc.

and Yorkville Securities, LLC, from time to time acting as sales agents (in such capacity, the “Sales Agents”) and (2) Goldman Sachs & Co.

LLC, as the Forward Seller of any and all Hedging Shares offered by the Forward Counterparty (in each case, as defined below), and Goldman Sachs International, acting in its capacity as Forward Counterparty, relating to shares of Common Stock of the Company having an aggregate offering price of up to $ 150.0 million.

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 agents 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”) which provides the Company with the ability 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 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 it enters into such Forward based, among other factors, upon the market conditions at the time, and the Company currently expects that such scheduled maturity will be approximately six months after completion of the Initial Hedging Period for such Forward.

If the Company enters into any Forward with the Forward Counterparty, the Company expects to receive under such Forward, (x) an initial cash payment after completion of the respective Initial Hedging Period for such Forward or shortly thereafter, based on, among other factors, the floor price and prepayment percentage agreed for such Forward, if any and (y) at maturity of such Forward (or a portion thereof), an additional payment, if any, to the extent that the total amount due under such Forward exceeds the initial cash payment.

If the number of shares of Common Stock underlying any Forward is reduced upon completion of the Initial Hedging Period 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.

The below table summarizes the activity of the various “at-the-market” offerings for the three months ended March 31, 2026 and March 31, 2025:

Three Months Ended

(In millions)

September 30, 2024

March 31, 2026

March 31, 2025

Shares issued through at-the-market offering

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Other third-party issuance costs paid

In December 2024, the Company entered into forward sales to sell 30,000,000 shares of Common Stock in the aggregate.

The shares underlying the forward sales were issued in December 2024.

Accordingly, pursuant to Regulation S-X Rule 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.

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.

Stock-Based Compensation

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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, cash awards, and other equity-based awards.

Awards that may be granted under the 2024 EIP include options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs”), cash awards, and other equity-based awards.

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

The following table presents the stock-based compensation expense recorded within general and administrative:

Three Months Ended

Nine Months Ended

September 30,

(In millions)

Special awards expense

Board of director stock award expense

Restricted stock unit expense

Performance stock unit expense

Total equity classified awards:

Liability classified awards:

Restricted and performance stock unit expense

Total liability classified awards:

Total stock-based compensation expense

As of September 30, 2025, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $ 14.1 million, which reflects assumptions related to attainment of performance targets based on the scales as described below.

The weighted average period over which this remaining compensation expense is expected to be recognized is approximately twelve months .

Awards Granted

On February 19, 2025, the compensation committee of AMC’s Board of Directors (“Compensation Committee”) granted awards of stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain of the Company’s employees and directors under the 2024 EIP (the “2025 Awards”).

The compensation committee of AMC’s board of directors (“Compensation Committee”) has granted awards of stock, RSUs, and PSUs to certain of the Company’s employees and directors under the 2024 EIP.

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

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Any such accrued dividend equivalents are paid to the holder only upon vesting of the units.

Each unit represents the right to receive one share of Common Stock at a future date.

The 2025 Awards allow participants to continue to vest in their RSUs and PSUs in the ordinary course upon achieving certain conditions for retirement.

As such, the end of the requisite service period for certain participants has been determined as the later of the award vesting date or the date the participant achieves the retirement conditions.

The 2025 Awards generally had the following features:

The grant date fair value of the awards is 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 plan generally had the following features:

● Board of Directors Stock Awards:

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● Restricted Stock Unit Awards:

The Company granted 3,109,351 RSUs to certain members of management with a grant date fair value of $ 11.1 million.

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 service period.

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● Performance Stock Unit Awards:

A total of 3,650,970 PSUs were awarded (“2025 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period (“Tranche Year”).

PSU awards are granted to certain members of management and executive officers.

The total PSUs are 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 Adjusted EBITDA and free cash flow based 2025 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.

performance targets are met at 100 % , the 2025 PSU awards will vest at 3,650,970 units in the aggregate.

No Adjusted EBITDA or free cash flow based PSUs will vest for each Tranche Year if the Company does not achieve at least 80 % of the Tranche Year’s applicable performance targets.

No one-year strategic initiatives will vest if the Company does not achieve three of the initiatives by the end of the 2025 Tranche Year.

No two-year strategic initiatives will vest if the Company does not achieve four of the initiatives by the end of the 2026 Tranche Year.

the Adjusted EBITDA performance target, the free cash flow performance target, and a target based upon 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 2026 Tranche Year strategic initiative based 2025 PSU awards will vest 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.

The equity classified 2025 PSU award grant date fair value for the 2025 Tranche Year award of 1,216,944 units was approximately $ 4.3 million, the equity classified 2025 PSU award grant date fair value for the 2026 Tranche Year award of 108,323 units was $ 0.4 million, the equity classified 2024 PSU award grant date fair value for the 2025 Tranche Year award of 774,203 units was $ 2.8 million, and the equity classified 2023 PSU award grant date fair value for the 2025 Tranche Year award of 105,099 units was $ 0.4 million, measured using performance targets at 100 %.

Liability Classified Awards

Certain PSUs are expected to be settled in cash and accordingly have been classified as liabilities within accrued expenses and other liabilities in the condensed consolidated balance sheets.

The liability classified 2023 PSU awards for the 2025 Tranche Year were granted when the annual performance targets were set.

The vesting requirements and vesting periods are identical to the equity classified awards described above.

The Company recognizes expense related to these awards based on the fair value of the Common Stock shares, giving effect to the portion of services rendered during the requisite services period.

As of September 30, 2025, there were 25,588 nonvested underlying Common Stock RSUs and PSUs (measured at 100 % attainment levels for both the Adjusted EBITDA and free cash flow targets) related to awards classified as liabilities.

Special Awards

On February 19, 2025, the 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).

On February 19, 2026, the Compensation Committee approved modification of the performance goals applicable to the 2025 Tranche Year Adjusted EBITDA and free cash flow PSU awards.

This was accounted for as a modification to the 2025 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200 % vesting was achieved.

This modification resulted in the immediate vesting of an additional 3,778,642 2025 Tranche Year PSUs.

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 nine months ended September 30, 2025, the Company recognized $ 1.0 million of stock compensation expense related to these awards.

During the three months ended March 31, 2026, the Company recognized $ 4.6 million of stock compensation expense related to these awards.

On February 19, 2025, the 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 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 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 vesting of an additional 270,093 of the 2024 Tranche Year PSUs ( 4,181 cash settled units and 265,912 equity settled units).

During the nine months ended September 30, 2024, the Company recognized $ 2.1 million of stock compensation expense related to these awards.

During the three months ended March 31, 2025, the Company recognized $ 1.0 million of stock compensation expense related to these awards.

Stock-Based Compensation Expense

The following table presents the stock-based compensation expense recorded within general and administrative:

Three Months Ended

(In millions)

Special awards expense

Board of director stock award expense

Restricted stock unit expense

Performance stock unit expense

Total stock-based compensation expense

As of March 31, 2026, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $ 8.6 million, which reflects assumptions related to attainment of performance targets based on the scales as described below.

The weighted average period over which this remaining compensation expense is expected to be recognized is approximately one year .

The Company accounts for forfeitures when they occur.

Nonvested Awards

The following table represents the equity classified nonvested RSU and PSU activity for the nine months ended September 30, 2025:

RSUs and PSUs

Nonvested at January 1, 2025

The following table represents the equity classified nonvested RSU and PSU activity for the three months ended March 31, 2026:

Nonvested at December 31, 2025

Granted - Special Award

( 1,161,440 )

Vested - Special Award

Cancelled (2)

( 2,005,981 )

Cancelled (2)

Cancelled - Special Award (2)

Nonvested at September 30, 2025

Tranche Years 2026 and 2027 awarded under the 2025 PSU award and Tranche Year 2026 awarded under the 2024 PSU award with grant date fair values to be determined in year 2026 and 2027, respectively

Total nonvested at September 30, 2025

(1) The number of PSU shares granted under the Tranche Year 2025 assumes the Company will attain a performance target at 100 % for the Adjusted EBITDA target, 100 % for the free cash flow target, and 200 % for the strategic initiatives.

The number of PSU shares granted under the Tranche Year 2026 assumes the Company will attain a performance target at 100 % for the strategic initiatives.

( 1,772,661 )

Nonvested at March 31, 2026

Tranche Year 2027 awarded under the 2025 PSU award with grant date fair values to be determined in year 2027

Total nonvested at March 31, 2026

(1) The number of PSUs granted under the 2026 Tranche Year assumes the Company will attain 100 % for the Adjusted EBITDA performance target and 100 % for the free cash flow performance target.

(2) Represents vested RSUs and PSUs surrendered in lieu of taxes.

As a result, the Company paid taxes for restricted unit withholdings of approximately $ 4.4 million during the nine months ended September 30, 2025.

As a result, the Company paid taxes for restricted unit withholdings of approximately $ 3.7 million during the three months ended March 31, 2026.

Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2025

For the Three Months Ended March 31, 2026

Comprehensive

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Balances December 31, 2025

Other comprehensive income

Other comprehensive loss

Taxes paid for restricted unit withholdings

Share issuances

Consent fees paid in shares

Share issued through at-the-market offerings

Stock-based compensation (1)

Balances March 31, 2026

Other comprehensive income

Stock-based compensation

Balances June 30, 2025

Other comprehensive income

Debt for equity exchange

Stock-based compensation

Balances September 30, 2025

(1) Includes 869,571 Common Stock shares awarded to the board of directors, and 3,068,188 vested Common Stock RSUs and PSUs.

Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Comprehensive

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Balances December 31, 2024

Other comprehensive loss

Debt for equity exchange

Other comprehensive income

Taxes paid for restricted unit withholdings

Share issuance costs

Shares issued and proceeds received through at-the-market offerings and forward agreements

Stock-based compensation (1)

Balances March 31, 2025

Other comprehensive income

Debt for equity exchange

Share issuance

Stock-based compensation (1)

Balances June 30, 2024

Other comprehensive income

Debt for equity exchange

Stock-based compensation (1)

Balances September 30, 2024

(1) Includes 370,586 Common Stock shares awarded to the board of directors and 1,302,422 vested Common Stock RSUs and PSUs.

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The Company’s worldwide effective income tax rate is based on actual income (loss), statutory rates, valuation allowances against deferred tax assets and tax planning opportunities available in the various jurisdictions in which it operates.

The Company is using a discrete income tax calculation for the nine months ended September 30, 2025, due to the lingering effects of the COVID-19 pandemic and labor stoppages on the industry.

Historically, for interim financial reporting, the Company estimated the worldwide annual income tax rate based on projected taxable income (loss) for the full year and recorded a quarterly income tax provision or benefit in accordance with the anticipated annual rate, adjusted for discrete items, if any.

The Company will return to the historic approach of computing quarterly tax expense based on an annual effective rate in the future interim period when more reliable estimates of annual income become available.

The Company intends to compute quarterly tax expense based on an annual effective rate in future interim periods when more reliable estimates of annual income become available.

The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively.

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deferred tax assets and most of the Company’s international deferred tax assets as the Company has determined the realization of these assets does not meet the more likely than not criteria.

The effective tax rate for the nine months ended September 30, 2025, reflects the impact of these valuation allowances against U.S.

The effective tax rate for the three months ended March 31, 2026, reflects the impact of these valuation allowances against U.S.

and international deferred tax assets generated during the period.

The actual effective rate for the nine months ended September 30, 2025, was ( 0.8 )%.

The Company’s consolidated tax rate for the nine months ended September 30, 2025, differs from the U.S.

The actual effective rate for the three months ended March 31, 2026, was ( 1.9 )%.

The Company’s consolidated tax rate for the three months ended March 31, 2026, differs from the U.S.

statutory tax rate primarily due to the valuation allowances in U.S.

and foreign jurisdictions, foreign tax rate differences, federal and state tax credits, permanent differences and other discrete items.

On July 4, 2025, the President of the United States signed the One Big Beautiful Bill Act (“OBBBA”) into law.

This act introduces significant changes to tax law and other areas affecting company operations, including items such as extensions of Tax Cuts and Jobs Act provisions, changes to business interest deductions, and modifications to depreciation deductions.

While the effects of these tax law changes will not be reflected in interim or annual provisions for the period ended September 30, 2025, the Company is evaluating the impact of the OBBBA on its financial position, results of operations, and cash flows for future periods.

NOTE 8—FAIR VALUE MEASUREMENTS

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Recurring Fair Value Measurements.

The following table summarizes the fair value hierarchy of the Company’s financial assets and liabilities carried at fair value on a recurring basis as of September 30, 2025:

Fair Value Measurements at September 30, 2025 Using

The following table summarizes the Company’s financial instruments carried at fair value on a recurring basis as of March 31, 2026:

Fair Value Measurements at March 31, 2026 Using

Total Carrying

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(In millions)

September 30, 2025

Other long-term assets:

Investment in Hycroft warrants

Marketable equity securities:

Investment in Hycroft

Total assets at fair value

March 31, 2026

Corporate Borrowings:

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Total liabilities at fair value

Senior Secured Notes due 2030 embedded derivative valuation.

The Company’s Senior Secured Exchangeable Notes due 2030 have features that required bifurcation from the host instrument pursuant to ASC 815—Derivatives and Hedging.

These 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 model consists 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, discount yield, and the probability of the required shareholder approval.

The Company measures the derivative at fair value at the end of each reporting period with any changes in fair value recorded to other expense (income) in the condensed consolidated statements of operations.

6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 embedded derivative valuation.

On July 22, 2024, the Company issued Existing Exchangeable Notes with conversion features that required bifurcation from the host instrument pursuant to ASC 815—Derivatives and Hedging.

These conversion features were combined into a single derivative that comprises all features requiring bifurcation.

The derivative features have been valued using a binomial lattice approach.

The binomial lattice approach consists of simulated Common Stock prices from the valuation date to the maturity of the Existing Exchangeable 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.

Nonrecurring Fair Value Measurements.

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

Total Carrying

Quoted prices in

active market

(In millions)

Corporate Borrowings:

Senior Secured Exchangeable Notes due 2030

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.

See Note 6—Corporate Borrowings and Finance Lease Liabilities for further information.

Senior Secured Notes due 2030 and 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 embedded derivatives.

The New Exchangeable Notes and Existing Exchangeable Notes each have conversion features that required bifurcation from their respective host instruments pursuant to ASC 815—Derivatives and Hedging.

The conversion features embedded within each note were combined into derivatives that comprise all features

requiring bifurcation.

These embedded derivatives 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 derivatives 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 derivatives at fair value at the end of each reporting period with any changes in fair value recorded to other expense (income) in the condensed consolidated statements of operations.

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 September 30, 2025 Using

Fair Value Measurements at March 31, 2026 Using

Significant other

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(In millions)

September 30, 2025

March 31, 2026

Current maturities of corporate borrowings

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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.

The Company has identified two reportable segments for its theatrical exhibition operations, U.S.

markets and International markets.

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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.

During the first quarter of 2026, the Company changed its definition of Adjusted EBITDA to adjust for net periodic pension cost.

Net periodic pension cost is a recurring expense that includes several components such as service cost, interest cost, expected return on plan assets, amortization of prior service cost, and amortization of actuarial gains/losses.

Additionally, the Company also includes infrequent gains and losses from benefit curtailments and settlements of pension obligations in net periodic pension cost.

The Company no longer believes that net periodic pension cost should be included in Adjusted EBITDA as the pension plans are frozen, service cost is zero, and the remaining components are not indicative of ongoing operating performance as they are not driven by current operating decisions and largely depend on actuarial assumptions.

While not the basis for this change, the revised definition further aligns the Company’s definition of Adjusted EBITDA with the definition used in the Company’s debt agreements.

The adjustment for net periodic pension cost is included in the caption titled “other income” in the condensed consolidated statement of operations and in the reconciliation of net loss to Adjusted EBITDA further below.

See the components of other income table in Note 1—Basis of Presentation for net periodic pension cost recorded in each period presented.

All comparative period information for Adjusted EBITDA has been re-cast to conform with the current definition.

The impact of this change on previously reported negative Adjusted EBITDA for the three months ended March 31, 2025 was an improvement of $ 0.3 million.

The following tables below provide reconciliation of segment revenues to Adjusted EBITDA:

Three Months Ended

September 30, 2025

March 31, 2026

(In millions)

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Three Months Ended

September 30, 2024

(In millions)

International Markets

Film exhibition costs

Food and beverage costs

Operating expense, excluding depreciation and amortization (2)

General and administrative expense - other, excluding depreciation and amortization (3)

Other segment items (4)

Adjusted EBITDA

Nine Months Ended

September 30, 2025

(In millions)

International Markets

Film exhibition costs

Food and beverage costs

Operating expense, excluding depreciation and amortization (2)

General and administrative expense - other, excluding depreciation and amortization (3)

Other segment items (4)

Adjusted EBITDA

Nine Months Ended

September 30, 2024

March 31, 2025

(In millions)

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(1) All segment revenues are comprised of revenues from external customers.

(2) Operating expense, excluding depreciation and amortization excludes certain expenses or income as further defined in the reconciliation of net loss to Adjusted EBITDA below.

(2) Operating expense, excluding depreciation and amortization excludes certain 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 benefit cost, and attributable EBITDA from International theatre joint ventures .

(4) Other segment items include government assistance, business interruption insurance recoveries, and attributable EBITDA from International theatre joint ventures .

Other segment disclosures:

Three Months Ended

September 30, 2025

March 31, 2026

(In millions)

2 unchanged sentences

Income tax provision

Other expense

Other significant noncash items:

Stock-based compensation expense

Equity in earnings of non-consolidated entities

Capital expenditures

Three Months Ended

September 30, 2024

(In millions)

International Markets

Depreciation and amortization

Income tax provision (benefit)

Other expense (income)

3 unchanged sentences

Capital expenditures

Nine Months Ended

September 30, 2025

Three Months Ended

March 31, 2025

(In millions)

2 unchanged sentences

Income tax provision

Other expense (income)

Other significant noncash items:

2 unchanged sentences

Capital expenditures

Nine Months Ended

September 30, 2024

(In millions)

International Markets

Depreciation and amortization

Income tax provision (benefit)

Other significant noncash items:

Stock-based compensation expense

Equity in (earnings) loss of non-consolidated entities

Capital expenditures

The following table sets forth a reconciliation of net loss to Adjusted EBITDA:

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Income tax provision (benefit) (1)

March 31, 2026

March 31, 2025

Income tax provision (1)

Interest expense

Depreciation and amortization

Certain operating expense (2)

Certain operating expense (income) (2)

Equity in earnings of non-consolidated entities (3)

1 unchanged sentence

Investment income (5)

Other expense (income) (6)

Other income (6)

Merger, acquisition and other costs (7)

1 unchanged sentence

Adjusted EBITDA

(1) For information regarding the income tax provision (benefit), see Note 8—Income Taxes.

(2) Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of screens, including the related accretion of interest, disposition of assets and other non-operating gains or losses included in operating expenses.

(1) For information regarding the income tax provision, see Note 7—Income Taxes.

(2) 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 related to theatres that are not open.

(3) Equity in earnings of non-consolidated entities during the three months ended September 30, 2025 primarily consisted of equity in earnings from AC JV of $( 0.8 ) million.

Equity in earnings of non-consolidated entities during the three months ended September 30, 2024 primarily consisted of equity in earnings from AC JV of $( 4.3 ) million.

Equity in earnings of non-consolidated entities during the nine months ended September 30, 2025 primarily consisted of equity in earnings from AC JV of $( 3.4 ) million.

Equity in earnings of non-consolidated entities

during the nine months ended September 30, 2024 primarily consisted of equity in earnings from AC JV of $( 9.5 ) million.

(3) Equity in earnings of non-consolidated entities during the three months ended March 31, 2026 primarily consisted of equity in earnings from AC JV, LLC (“AC JV”) of $( 2.4 ) million.

Equity in earnings of non-consolidated entities during the three months ended March 31, 2025 primarily consisted of equity in earnings from AC JV of $( 0.8 ) million.

(4) 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 in theatre operators are 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.

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.

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Equity in (earnings) of non-consolidated entities

Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures

Equity in earnings (loss) of International theatre joint ventures

Income tax benefit

Investment income

Interest expense

Equity in earnings of International theatre joint ventures

Depreciation and amortization

Other expense

Attributable EBITDA

(5) Investment income during the three months ended September 30, 2025 includes interest income of $( 2.3 ) million, increases in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 7.3 ) million, and increases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $( 2.0 ) million, partially offset by an impairment of an equity security without a readily determinable fair value of $ 10.3 million.

Investment income during the three months ended September 30, 2024 included interest income of $( 4.6 ) million, an increase in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 0.3 ) million, partially offset by a decrease in the estimated fair value of the Company's investment in warrants to purchase common shares of Hycroft of $ 1.7 million.

Investment income during the nine months ended September 30, 2025 includes interest income of $( 6.9 ) million, increases in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 9.6 ) million, and increases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $( 2.2 ) million, partially offset by an impairment of an equity security without a readily determinable fair value of $ 10.3 million.

Investment income during the nine months ended September 30, 2024 included interest income of $( 16.1 ) million, increases in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 0.2 ) million, partially offset by decreases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 1.9 million.

(6) Other expense during the three months ended September 30, 2025 includes net losses on debt extinguishment of $ 196.0 million, foreign currency transaction losses of $ 9.0 million, and term loan modification third party fees of $ 2.1 million, partially offset by a decrease in fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $( 1.4 ) million and a decrease in fair value of the bifurcated embedded derivative in the New Exchangeable Notes of $( 9.5 ) million.

Other income during the three months ended September 30, 2024 included shareholder litigation recoveries of $( 14.9 ) million, foreign currency transaction gains of $( 21.5 ) million and a decrease in fair value of the bifurcated embedded derivative in the Existing Exchangeable notes of $( 73.5 ) million, partially offset by losses on debt extinguishment of $ 50.8 million and term loan modification third party fees of $ 41.0 million.

Other expense during the nine months ended September 30, 2025 includes net losses on debt extinguishment of $ 196.0 million and term loan modification third party fees of $ 2.1 million, partially offset by a decrease in fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $( 42.6 ) million, a decrease in the fair value of the bifurcated embedded derivative in the New Exchangeable Notes of $( 9.5 )

million and foreign currency transaction gains of $( 27.9 ) million.

Other income during the nine months ended September 30, 2024 included shareholder litigation recoveries of $( 34.0 ) million, gains on debt extinguishment of $( 40.3 ) million, a vendor dispute settlement of $( 36.2 ) million, foreign currency transaction gains of $( 18.9 ) million and a decrease in fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $( 73.5 ) million, partially offset by term loan modification third party fees of $ 41.0 million.

(5) Investment income during the three months ended March 31, 2026 includes realized and unrealized gains on the Company’s investments in Hycroft of $( 18.0 ) million and interest income of $( 0.3 ) million.

Investment income during the three months ended March 31, 2025 included interest income of $( 2.9 ) million and unrealized gains on the Company’s investments in Hycroft of $( 2.8 ) million.

(6) Other income during the three months ended March 31, 2026 includes a decrease in the fair value of the bifurcated embedded derivative in the New Exchangeable Notes of $( 52.4 ) million and a decrease in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $( 7.1 ) million, partially offset by foreign currency transaction losses of $ 9.0 million, net periodic pension cost of $ 0.5 million, and debt modification third party fees of $ 0.3 million.

Other income during the three months ended March 31, 2025 included a decrease in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $( 45.1 ) million and foreign currency transaction gains of $( 13.0 ) million, partially offset by $ 0.3

million of net periodic pension cost.

(7) Merger, acquisition and other costs are excluded as they are non-operating in nature.

(8) Non-cash or non-recurring expense included in general and administrative:

NOTE 11—COMMITMENTS AND 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.

On February 20, 2023, two putative stockholder class actions were filed in the Delaware Court of Chancery, which were subsequently consolidated into In re AMC Entertainment Holdings, Inc.

Stockholder Litigation C.A.

2023-0215-MTZ (Del.

Ch.) (the “Shareholder Litigation”).

The Shareholder Litigation asserted a claim for breach of (i) fiduciary duty against certain of the Company’s directors at the time and a former director, and (ii) 8 Del.

§ 242 against certain of the Company’s directors at the time and the Company, arising out of the Company’s creation of the AMC Preferred Equity Units, the transactions between the Company and Antara Capital, L.P.

announced on December 22, 2022, and certain amendments to the Company’s Third Amended and Restated Certificate of Incorporation to increase the Company’s total number of authorized shares of Common Stock and to effectuate a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock (together, the “Charter Amendments”).

On April 2, 2023, the parties entered into a binding settlement term sheet to settle the Shareholder Litigation.

Pursuant to the term sheet, the Company agreed, following and subject to AMC’s completion of the conversion and reverse stock split, to make a non-cash settlement payment to record holders of Common Stock immediately prior to the conversion (and after giving effect to the reverse stock split) of one share of Common Stock for every 7.5 shares of Common Stock owned by such record holders (the “Settlement Payment”).

On August 11, 2023, the court approved the settlement of the Shareholder Litigation.

The Charter Amendments were implemented and the reverse stock split occurred on August 24, 2023, the conversion of AMC Preferred Equity Units into Common Stock occurred on August 25, 2023, and the Settlement Payment was made on August 28, 2023.

On September 15, 2023, the court entered an order dismissing the Shareholder Litigation in its entirety and with prejudice.

On October 13, 2023, a purported Company stockholder who objected to the settlement of the Shareholder Litigation filed a notice of appeal of the court’s decision approving the settlement.

On May 22, 2024, the Delaware Supreme Court affirmed the court’s decision approving the settlement of the Shareholder Litigation.

On August 20, 2024, the purported stockholder who appealed to the Delaware Supreme Court filed a petition for a writ of certiorari with the United States Supreme Court, which was denied on October 7, 2024.

On May 4, 2023, the Company filed a lawsuit in the Superior Court of the State of Delaware against seventeen insurers participating in its directors & officers insurance program, seeking recovery for losses incurred in connection with its defense and settlement of the Shareholder Litigation, including the Settlement Payment.

The insurance recovery action is captioned, AMC Entertainment Holdings, Inc.

XL Specialty Insurance Co., et al ., Case No.

AML CCLD (Del.

May 4, 2023) (the “Coverage Action”).

In the suit, AMC seeks up to $ 80 million in coverage under its Executive and Corporate Securities Liability Insurance Policies sold by the defendants, which provide coverage for the policy period of January 1, 2022, through January 1, 2023 (the “Policies”) in excess of a $ 10 million deductible.

The primary insurer in the Coverage Action has paid its full $ 5.0 million limit.

The Company has reached confidential settlement agreements with all but one insurer in the Coverage Action.

The remaining insurer contested whether it owed coverage for the Settlement Payment, claiming it does not constitute a “Loss” under its insurance policy (the “Loss Defense”).

On February 28, 2025, the court denied a motion for summary judgment by the remaining insurer in the Coverage Action.

Additionally, the court partially granted the Company’s motion for summary judgment, ruling that the Settlement Payment constituted a covered loss, but that genuine issues of material fact existed for trial regarding whether AMC complied with the consent provisions of the Policies in connection with the Settlement Payment (the “Consent Defense”).

Subsequently, pursuant to a joint stipulated order entered by the court on March 9, 2025, the remaining insurer withdrew its Consent Defense (but preserved its Loss Defense for appeal) and on April 9, 2025, the court entered a final judgment in favor of the Company in the amount of $ 5.0 million plus pre-judgment interest of $ 0.7 million.

On May 8, 2025, the insurer filed a notice of appeal to the Supreme Court of the State of Delaware, which is fully briefed and scheduled for oral arguments on November 12, 2025.

AMC also has claims for coverage from additional insurers, however, those insurers’ policies contain mandatory arbitration provisions, so they were not included in the Coverage Action.

On January 24, 2025, the Company sent a notice of arbitration to the four remaining insurers with mandatory arbitration provisions on the same grounds as the Coverage Action (the “Coverage Arbitration”).

On September 17, 2024, an action captioned A Holdings – B LLC, et al.

GLAS Trust Company LLC , Index No.

654878/2024 (the “Intercreditor Litigation”), was filed in the Supreme Court of the State of New York.

The Intercreditor Litigation was filed by an ad hoc group of holders of the Company’s 7.500% Senior Secured Notes due 2029 (the “Existing 7.5% Notes”) asserting claims for breach of contract and seeking a declaratory judgment against the Company and GLAS Trust Company LLC (“GLAS”), the trustee under the indenture for the Company’s Second Lien Notes (as defined herein), in connection with the 2024 Refinancing Transactions.

Plaintiffs alleged that GLAS and the Company breached the first lien/second lien intercreditor agreement dated July 31, 2020 (the “Intercreditor Agreement”) by improperly transferring collateral that secured the Existing 7.5% Notes free of such liens and eliminating the Existing 7.5% Notes’ priority in certain other collateral in connection with the 2024 Refinancing Transactions.

On November 20, 2024, the Company filed a motion to dismiss the complaint, which was fully briefed and scheduled for oral argument on August 25, 2025.

On July 25, 2025, following the effectiveness of the 2025 Refinancing Transactions, the parties to the Intercreditor Litigation filed a stipulation of discontinuance with prejudice in the Intercreditor Litigation.

On July 29, 2025, the court issued a decision and order discontinuing the action and dismissing the complaint in the Intercreditor Litigation with prejudice and without costs.

See Note 6—Corporate Borrowings and Finance Lease Liabilities for additional information regarding the 2025 Refinancing Transactions.

On October 31, 2025, a purported securities class action captioned Simons v.

AMC Entertainment Holdings, Inc.

1:25-cv-09042, was filed against the Company in the United States District Court for the Southern District of New York.

The complaint asserts a claim under Section 10(b) of the Securities Exchange Act of 1934 based on allegedly false and misleading public statements and omissions by the Company during the period from August 18, 2022 to November 1, 2023 relating to the conversion of the AMC Preferred Equity Units.

The complaint alleges damages of at least $ 178 million, plus prejudgment interest.

The Company intends to defend the action vigorously.

(8) Non-cash expense included in general and administrative:

NOTE 10—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, if dilutive.

Diluted loss per share is computed using the treasury stock method for the RSUs and PSUs and the if-converted method for the Existing Exchangeable Notes.

Diluted loss 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:

Three Months Ended

Nine Months Ended

(In millions)

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Net loss for basic and diluted loss per share

3 unchanged sentences

Vested RSUs and PSUs have dividend rights identical to the Company’s Common Stock and are treated as outstanding shares for purposes of computing basic and diluted loss per share.

Included in the computation of basic loss per share are 66,278 contingently issuable RSUs whose issuance conditions were satisfied when the grantee attained retirement eligibility and will not be issued until January 2026.

Unvested RSUs of 4,494,025 for each of the three and nine months ended September 30, 2025, were not included in the computation of diluted loss per share because the RSUs would be anti-dilutive.

Unvested RSUs of 2,594,497 for each of the three and nine months ended September 30, 2024, were not included in the computation of diluted loss per share because the RSUs would be anti-dilutive.

Included in the computation of basic loss per share are 766,346 contingently issuable RSUs whose issuance conditions were satisfied when the grantee attained retirement eligibility.

These contingently issuable RSUs will not be issued until their vesting dates.

For the three months ended March 31, 2026, 1,981,745 unvested RSUs were not included in the computation of diluted loss per share because they would be anti-dilutive.

For the three months ended March 31, 2025, 4,560,303 unvested RSUs were not included in the computation of diluted loss per share because they would be anti-dilutive.

Unvested PSUs are subject to performance conditions and are included in diluted loss per share, if dilutive, based on the number of shares, if any, that would be issuable under the terms of the award agreements if the end of the reporting period were the end of the contingency period.

Unvested PSUs of 2,201,477 at certain performance targets for each of the three and nine months ended September 30, 2025, were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.

Unvested PSUs of 1,403,682 at certain performance targets for each of the three and nine months ended September 30, 2024, were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.

The Company has excluded approximately 21.4 million shares issuable upon conversion of the Existing Exchangeable Notes from the computation of diluted loss per share for each of the three and nine months ended September 30, 2025 because the issuable shares would be anti-dilutive.

For the three months ended March 31, 2026, 1,891,911 unvested PSUs at certain performance targets were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.

For the three months ended March 31, 2025, 2,093,154 unvested PSUs at certain performance targets were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.

The Company excluded approximately 22.3 million shares issuable upon conversion of the Existing Exchangeable Notes from the computation of diluted loss per share for the three months ended March 31, 2026 because the issuable shares 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 three months ended March 31, 2025 because the issuable shares would have been anti-dilutive.

The Company excluded approximately 141.4 million shares issuable upon conversion of the New Exchangeable Notes from the computation of diluted loss per share for the three months ended March 31, 2026 following the guidance in ASC 260-10-45-19 as a loss from continuing operations exists.

NOTE 11—SUBSEQUENT EVENTS

Odeon Credit Agreement

On April 17, 2026, Odeon Finco, a wholly-owned direct subsidiary of OCGL and an indirect subsidiary of Holdings, entered into a Credit Agreement (the “Odeon Credit Agreement”), by and among Odeon Finco, as borrower, OCGL, as the company, the lenders party thereto and U.S.

Bank Trust Company, National Association, as administrative agent and security agent, pursuant to which Odeon Finco borrowed $ 425,000,000 of new term loans maturing in 2031 (the “Odeon Term Loans due 2031”).

The proceeds from the Odeon Term Loans due 2031 and approximately $ 38.2 million of cash from the balance sheet were used to fund the previously announced full redemption (the “Odeon Notes Redemption”) of Odeon Finco’s outstanding Odeon Notes due 2027 and to pay related fees, costs, premiums and expenses, including approximately $ 23.5 million of interest due on the Odeon Notes due 2027.

In connection with the Odeon Notes Redemption, the Odeon Notes due 2027 have been delisted from the Official List of The International Stock Exchange.

Interest, Amortization, Guarantees and Security

The Odeon Credit Agreement provides for the Odeon Term Loans due 2031 in an initial aggregate principal amount of $ 425,000,000 and which mature on April 17, 2031.

The Odeon Term Loans due 2031 bear interest at a fixed 10.50 % interest rate and are subject to amortization of principal, payable in quarterly installments on the fifteenth day of each April, July, October and January (commencing on July 15, 2026), equal to 1.00 % of the principal balance on April 17, 2026 per annum.

The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the Odeon Term Loans due 2031 is payable at maturity.

The Odeon Term Loans due 2031 are, subject to limited exceptions, fully and unconditionally guaranteed on a joint and several basis by OCGL and certain subsidiaries of OCGL (the “OCGL Subsidiaries”).

The Odeon Term Loans due 2031 are also fully and unconditionally guaranteed by Holdings, on a standalone and unsecured basis, pursuant to the terms of a Guarantee Agreement dated as of April 17, 2026 between Holdings and U.S.

Bank Trust Company, National Association (the “AMC Guaranty”).

The Odeon Term Loans due 2031 are secured as of April 17, 2026, or will be secured on a post-closing basis, and each subject to certain agreed security principles, by OCGL and the OCGL Subsidiaries on a first-priority basis by (i) a fixed charge or security interest, as applicable, over the shares of Odeon Finco, OCGL and certain of the OCGL Subsidiaries;

(ii) an assignment of rights held by Odeon Finco under a proceeds loan agreement between Odeon Finco and OCGL with respect to the proceeds of the Odeon Term Loans due 2031;

(iii) a fixed charge or security interest, as applicable, over certain bank accounts, intercompany receivables, intellectual property rights and other assets of Odeon Finco, OCGL and certain of the OCGL Subsidiaries;

and (iv) a floating charge over substantially all other assets of Odeon Finco, OCGL and certain of the OCGL Subsidiaries that are incorporated in England and Wales.

Holdings has not pledged any of its assets to secure the Odeon Term Loans due 2031 or the related guarantees and the AMC Guaranty does not benefit from any security interest over the collateral or any other asset.

Covenants and Events of Default

The Odeon Credit Agreement contains covenants that limit OCGL and the OCGL 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 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 OCGL and the OCGL Subsidiaries.

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

The Odeon 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 Odeon Term Loans due 2031 to become immediately due and payable.

Second Amendment to Muvico Credit Agreement

In connection with the Odeon Credit Agreement, on April 17, 2026, Holdings, as borrower, Muvico, as borrower, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement dated as of July 22, 2024 (the “Muvico Credit Agreement”), as amended by the First Amendment to Muvico Credit Agreement, dated as of July 24, 2025, by and among Holdings, as borrower, Muvico, as borrower, the lenders party thereto and Wilmington Savings Fund Society,

FSB, as administrative agent and collateral agent.

The Second Amendment, among other things, amends the Muvico Credit Agreement to update the existing covenants and include additional covenants to make them as restrictive as those in the Odeon Credit Agreement.

The Company continues to evaluate the accounting treatment and financial effects of the Odeon Term Loans due 2031 and the Odeon Notes Redemption.

Share Issuances

From April 1, 2026 through May 4, 2026 the Company was paid $ 7.0 million gross proceeds for 6.8 million shares of Common Stock sold in at-the-market offerings.

Fees paid to sales agents were approximately $ 0.1 million.

There is $ 78.3 million of potential Common Stock offerings remaining under the 2026 Sales and Registration Agreement.

New Exchangeable Notes Voluntary Exchange

On May 4, 2026, the holders of the New Exchangeable Notes (the “Exchanging Noteholders”) issued by Muvico, delivered Notices of Voluntary Exchange to Muvico and GLAS Trust Company LLC, as exchange agent, to exchange all $ 155.8 million aggregate principal amount of New Exchangeable Notes outstanding for shares of Common Stock, pursuant to the terms of the indenture governing the New Exchangeable Notes (the “New Exchangeable Notes Indenture”).

The Company will settle the exchange (the “Exchange”) by issuing an aggregate of 129,681,144 shares of Common Stock to the Exchanging Noteholders (including shares in respect of the Exchange Adjustment Consideration (as defined in the New Exchangeable Notes Indenture) and accrued and unpaid interest) in exchange for $ 142.2 million aggregate principal amount of New Exchangeable Notes.

The Company will exchange the remaining $ 13.6 million aggregate principal amount of New Exchangeable Notes for 12,358,886 shares of Common Stock (including shares issued in respect of the Exchange Adjustment Consideration and excluding any shares that may be issued in respect of accrued and unpaid interest on the remaining New Exchangeable Notes) once notified by certain Exchanging Noteholders that delivery of such shares will not contravene their Ownership Limitation (as defined in the New Exchangeable Notes Indenture).

All exchanged New Exchangeable Notes will be cancelled in accordance with the New Exchangeable Notes Indenture.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements