What changed in this filing

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Item 1. Financial Statements

2026-07-23 compared with 2026-05-05 · 340 added, 222 removed, 608 unchanged (48% of the section changed)

3 unchanged sentences

Three Months Ended

Six Months Ended

(In millions, except share and per share amounts)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Food and beverage

10 unchanged sentences

Operating costs and expenses

Operating loss

Operating income (loss)

Other expense, net:

Other expense (income)

Interest expense:

2 unchanged sentences

Non-cash NCM exhibitor services agreement

Investment income

Investment expense (income)

Total other expense, net

7 unchanged sentences

AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS )

Three Months Ended

Six Months Ended

(In millions)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Other comprehensive income (loss):

Unrealized foreign currency translation adjustments

Net pension gain during the period

Other comprehensive income (loss)

Total comprehensive loss

Total comprehensive income (loss)

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In millions, except share data)

March 31, 2026

June 30, 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 March 31, 2026, and December 31, 2025

no shares issued and outstanding as of June 30, 2026, and December 31, 2025

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

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

892,604,638 shares issued and outstanding as of June 30, 2026;

1,100,000,000 authorized;

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In millions)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

Loss on extinguishment of debt

Gain on derivatives

12 unchanged sentences

Accrued expenses and other liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

5 unchanged sentences

Net proceeds from equity issuances

Proceeds from issuance of Odeon Term Loans due 2031

Principal payments under Odeon Senior Secured Notes due 2027

Premium paid to extinguish Odeon Senior Secured Notes due 2027

Principal payments under Senior Subordinated Notes due 2025

Repurchase of Senior Subordinated Notes due 2025

Principal payments under finance lease obligations

Scheduled principal payments under term loan borrowings

Repurchase of Senior Subordinated Notes due 2025

Cash used to pay deferred financing costs

2 unchanged sentences

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

Net decrease in cash and cash equivalents and restricted cash

Net increase (decrease) in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

7 unchanged sentences

Other third-party equity issuance costs payable

Issuance of shares of Common Stock in Voluntary Exchange of Senior Secured Exchangeable Notes due 2030

Deferred financing costs payable

See Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

NOTE 1—BASIS OF PRESENTATION

9 unchanged sentences

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

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.

Due to the seasonal nature of the Company’s business, results for the six months ended June 30, 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.

1 unchanged sentence

The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations and satisfy its obligations currently and through the next twelve months.

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

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.

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

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

The Company has achieved net positive cash flows from operating activities for the six months ended June 30, 2026.

Until such time as the Company is able to achieve annual 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.

6 unchanged sentences

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.

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

Cash and Cash Equivalents.

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

As of June 30, 2026, cash and cash equivalents for the U.S.

markets and International markets were $ 683.6 million and $ 94.8 million, respectively, and as of December 31, 2025, cash and cash equivalents for the U.S.

1 unchanged sentence

Restricted Cash.

Restricted cash includes cash held in the Company’s bank accounts as a guarantee for certain landlords, legal settlements, and cash collateralized letters of credit relating to the Company’s insurance and utilities programs.

Restricted cash includes cash held in the Company’s bank accounts as a guarantee for certain landlords and cash collateralized letters of credit relating to the Company’s insurance and utilities programs.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of the amounts in the condensed consolidated statements of cash flows.

(In millions)

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

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

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

As of June 30, 2026, restricted cash for the U.S.

markets and International markets were $ 15.3 million and $ 25.8 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.

During the six months ended June 30, 2026, the Company sold 700,000 common shares of Hycroft for $ 29.7 million.

As of June 30, 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.

The Company recorded unrealized losses related to its investments in Hycroft in investment income of $ 1.5 million and $ 0.3 million during the three months ended June 30, 2026 and June 30, 2025, respectively.

The Company recorded realized and unrealized gains related to its investments in Hycroft in investment income of $ 16.5 million and $ 2.5 million during the six months ended June 30, 2026 and June 30, 2025, respectively.

Related Party Transactions .

1 unchanged sentence

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.

The below table summarizes the related party advertising revenues and film exhibition costs for the three and six months ended June 30, 2026 and June 30, 2025, respectively:

Three Months Ended

Six Months Ended

(In millions)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Related party advertising revenues

Related party film exhibition costs

Accumulated Other Comprehensive Loss.

3 unchanged sentences

Balance December 31, 2025

Other comprehensive loss

Balance March 31, 2026

Other comprehensive income (loss)

Balance June 30, 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:

Accumulated depreciation related to property was $ 3,606.1 million and $ 3,532.6 million as of June 30, 2026, and December 31, 2025, respectively.

Other Expense (Income).

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

Three Months Ended

Six Months Ended

(In millions)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Foreign currency transaction losses (gains)

1 unchanged sentence

Net periodic pension cost

Loss on extinguishment - Senior Secured Exchangeable Notes due 2030

Loss on extinguishment - Odeon Senior Secured Notes due 2027

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

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

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

Increase (decrease) in fair value of bifurcated embedded derivative - Senior Secured Exchangeable Notes due 2030

Equity in earnings of non-consolidated entities

Total other income

Business interruption insurance recoveries

Total other expense (income)

NOTE 2—LEASES

1 unchanged sentence

Three Months Ended

Six Months Ended

(In millions)

19 unchanged sentences

Cash flow and supplemental information are presented below:

Three Months Ended

Six Months Ended

(In millions)

7 unchanged sentences

Right-of-use assets obtained in exchange for new operating lease liabilities (1)

Right-of-use assets obtained in exchange for new finance lease liabilities (1)

(1) Includes lease extensions and option exercises.

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

The following table represents the weighted-average remaining lease term and discount rate as of June 30, 2026:

Weighted Average

4 unchanged sentences

Finance leases

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

Minimum annual payments required under existing operating and finance leases and the net present value thereof as of June 30, 2026, are as follows:

Operating Lease

1 unchanged sentence

(In millions)

Nine months ending December 31, 2026

Six months ending December 31, 2026

Total lease payments

1 unchanged sentence

Total operating and finance lease liabilities, respectively

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.

As of June 30, 2026, the Company had signed additional operating lease agreements for two theatres that have not yet commenced.

The leases have terms ranging from 10 to 12 years and total lease payments of approximately $ 24.3 million.

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

NOTE 3—REVENUE RECOGNITION

2 unchanged sentences

Three Months Ended

Six Months Ended

(In millions)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Major revenue types

4 unchanged sentences

Three Months Ended

Six Months Ended

(In millions)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Timing of revenue recognition

5 unchanged sentences

(In millions)

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

(In millions)

March 31, 2026

June 30, 2026

December 31, 2025

19 unchanged sentences

Foreign currency translation adjustment

Balance March 31, 2026

Balance June 30, 2026

(1) Includes movie tickets, food and beverage, gift cards, exchange tickets, subscription membership fees, and other loyalty membership fees.

8 unchanged sentences

Other theatre revenue recognized as performance obligations are satisfied

Balance March 31, 2026

Balance June 30, 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.

7 unchanged sentences

Gift Cards and Exchange Tickets.

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.

The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income as of June 30, 2026 was $ 305.8 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 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.

As of June 30, 2026, the amount of deferred revenues related to loyalty programs included

in deferred revenues and income was $ 98.6 million.

The earned points will be recognized as revenue as the points are redeemed, expire, or as changes in estimated non-redemption rates occur.

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 three months ended March 31, 2026:

The following table summarizes the changes in goodwill by reporting unit for the six months ended June 30, 2026:

International

12 unchanged sentences

Currency translation adjustment

Balance March 31, 2026

Balance June 30, 2026

NOTE 5—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

1 unchanged sentence

(In millions)

March 31, 2026

June 30, 2026

December 31, 2025

Secured Debt:

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 ( 1.5 % cash interest)

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

Credit Agreement-Term Loans due 2029 ( 10.639 % as of June 30, 2026 and 10.731 % as of December 31, 2025)

Odeon Credit Agreement- 10.5 % Term Loans due 2031

Senior Secured Notes due 2029 ( 9.0 % cash interest & 6.0 % PIK interest as of June 30, 2026 and December 31, 2025)

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

7.5 % First Lien Notes due 2029

Unsecured Debt:

Unsecured/Retired Debt:

6.125 % Senior Subordinated Notes due 2027

12.75 % Odeon Senior Secured Notes due 2027

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

Total principal amount of corporate borrowings

12 unchanged sentences

12.75 % Odeon Senior Secured Notes due 2027

Odeon Credit Agreement- 10.5 % Term Loans due 2031

Senior Secured Notes due 2029

2 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 March 31, 2026:

The following table provides the principal payments required and maturities of corporate borrowing as of June 30, 2026:

(In millions)

Nine months ended December 31, 2026

Debt Repurchases and Exchanges

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

Six months ended December 31, 2026 (1)

(1) Includes $ 125.5 million for the 6.125 % Senior Subordinated Notes due 2027 (the “Senior Subordinated Notes due 2027”) that will be redeemed pursuant to the Notice (as defined herein).

Debt Repurchases

The table below summarizes the various cash debt repurchase transactions during the six months ended June 30, 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 three months ended March 31, 2025 was $ 1.3 million.

The total carrying value of the debt extinguished in the above transactions during the six months ended June 30, 2025 was $ 1.3 million.

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

5 unchanged sentences

Net Earnings (Loss)

March 31, 2026

June 30, 2026

Principal balance

8 unchanged sentences

(Increase) Decrease to

Exchanged For

(In millions)

1 unchanged sentence

Net Earnings (Loss)

March 31, 2026

June 30, 2026

Principal balance

2 unchanged sentences

Carrying value

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

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

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.

1 unchanged sentence

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

On May 4 and May 11, 2026, the holders of the New Exchangeable Notes (the “Exchanging Noteholders”) issued by Muvico, LLC, a wholly owned subsidiary of the Company (“Muvico”), delivered Notices of Voluntary Exchange to Muvico and GLAS Trust Company LLC, as exchange agent, to exchange all $ 155,845,562 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 “Indenture”).

The Company settled the exchange (the “Exchange”) by issuing an aggregate of 142,102,295 shares of Common Stock to the Exchanging Noteholders (including shares issued in respect of the Exchange Adjustment Consideration (as defined in the Indenture) and $ 0.9 million accrued and unpaid interest).

The Company treated the Exchange as an extinguishment of the New Exchangeable Notes (including the bifurcated embedded derivative liability for the embedded conversion features) and recorded a loss on extinguishment of $ 33.0 million.

The Company adjusted the bifurcated embedded derivative liability to fair value immediately prior to the Exchange and recorded $ 41.3 million of expense during the three months ended June 30, 2026.

During the six months ended June 30, 2026, the Company recorded $( 11.1 ) million of other income related to the decrease in the fair value of the bifurcated embedded derivative liability.

As a result of the Exchange, all remaining New Exchangeable Notes were cancelled in accordance with the Indenture.

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”).

On February 12, 2026, and February 24, 2026, Holdings, 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:

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

● 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.

1 unchanged sentence

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.

Odeon Credit Agreement & Odeon Notes Redemption

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 $ 425.0 million 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 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.

The Company treated the Odeon Notes Redemption as an extinguishment of debt and recorded a $ 30.1 million loss on extinguishment.

The Odeon Term Loans due 2031 were issued with a 2.0 % discount ($ 8.5 million) and the Company incurred $ 21.4 million of debt issuance costs.

The discount and debt issuance costs will be amortized to interest expense over the term of the Odeon Term Loans due 2031 using the effective interest method.

Interest, Amortization, Guarantees and Security

The Odeon Credit Agreement provides for the Odeon Term Loans due 2031 in an initial aggregate principal amount of $ 425.0 million 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 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.

2027 Notes Redemption Notice

Concurrently with the completion of the Offering (as defined herein), on June 24, 2026, the Company delivered a notice of full redemption (the “Notice”) to holders of its $ 125.5 million aggregate principal amount of Senior Subordinated Notes due 2027 to redeem the Senior Subordinated Notes due 2027 in full at a redemption price equal to 100.000 % of the principal amount of the Senior Subordinated Notes due 2027, plus accrued and unpaid interest, if any, to July 24, 2026, the redemption date.

Covenant Compliance

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

As of June 30, 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

In June 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”) for the sale of 95,250,000 shares of Common Stock in a registered direct offering (the “Offering”), at a purchase price of $ 2.10 per share.

The Offering closed on June 24, 2026.

In connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) on June 23, 2026 with Roth Capital Partners, LLC (the “Placement Agent”), as exclusive placement agent in connection with the Offering.

As compensation to the Placement Agent, the Company paid the Placement Agent a cash fee of 5.5 % of the aggregate gross proceeds raised in the Offering and reimbursed certain expenses.

The below table summarizes the activity during the six months ended June 30, 2026 related to the Offering:

Six Months Ended

(In millions)

June 30, 2026

Shares issued direct offering

Direct offering gross proceeds

Placement fees paid

Other third-party issuance costs incurred

Other third-party issuance costs paid

In February 2026, the Company entered into a sales and registration agreement (the “2026 Sales and Registration Agreement”) with 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

and Yorkville Securities, LLC, from time to time acting as sales agents (in such capacity, the “Sales Agents”) 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 issued and sold shares of Common Stock covered by the prospectus supplement from time to time through the Sales Agents.

The Sales Agents acted as agents on the Company’s behalf or purchase shares of Common Stock from the Company as principal for its own account.

The below table summarizes the activity of the various “at-the-market” offerings for the six months ended June 30, 2026 and June 30, 2025:

Six Months Ended

(In millions)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

Shares issued through at-the-market offering

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Other third-party issuance costs paid

Additionally in May 2026, the Company issued 142,102,295 shares of Common Stock to settle the Exchange of its New Exchangeable Notes.

See Note 5—Corporate Borrowings and Finance Lease Liabilities for further information.

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

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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:

The awards granted under the Company’s equity incentive plan generally have the following features:

● Board of Directors Stock Awards:

The Company granted 869,571 fully vested shares of Common Stock to the independent members of the Company’s board of directors with a grant date fair value of $ 1.1 million.

On February 19, 2026, the Company granted 869,571 fully vested shares of Common Stock to the independent members of the Company’s board of directors with a grant date fair value of $ 1.1 million.

● Restricted Stock Unit Awards:

Each vested RSU will be settled by delivery of a single share of the Company’s Common Stock and therefore accounted for as equity instruments.

Awards are generally settled as each individual tranche vests under the relevant agreements.

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

During the six months ended June 30, 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.

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

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

Stock-Based Compensation Expense

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Three Months Ended

Six Months Ended

(In millions)

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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 .

As of June 30, 2026, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $ 7.5 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 ten months .

The Company accounts for forfeitures when they occur.

Nonvested Awards

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

The following table represents the equity classified nonvested RSU and PSU activity for the six months ended June 30, 2026:

Nonvested at December 31, 2025

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( 1,772,661 )

Nonvested at March 31, 2026

Nonvested at June 30, 2026

Tranche Year 2027 awarded under the 2025 PSU award with grant date fair values to be determined in year 2027 (3)

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.

Total nonvested at June 30, 2026

(1) The number of PSUs granted under the 2026 Tranche Year assumes the Company will vest at 185 % for the Adjusted EBITDA performance target, 200 % for the free cash flow performance target, and 133 % for the strategic initiatives 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 $ 3.7 million during the three months ended March 31, 2026.

As a result, the Company paid taxes for restricted unit withholdings of approximately $ 3.7 million during the six months ended June 30, 2026.

(3) Assumes PSUs will vest at 100 % of targets.

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2026

For the Six Months Ended June 30, 2026

Comprehensive

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Consent fees paid in shares

Share issued through at-the-market offerings

Shares issued through at-the-market offerings

Stock-based compensation (1)

Balances March 31, 2026

Other comprehensive loss

Shares issued through at-the-market offerings

Shares issued through registered direct offering

Shares issued upon exchange of New Exchangeable Notes

Stock-based compensation

Balances June 30, 2026

(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 Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2025

Comprehensive

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Balances March 31, 2025

Other comprehensive income

Stock-based compensation

Balances June 30, 2025

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

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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 three months ended March 31, 2026, reflects the impact of these valuation allowances against U.S.

The effective tax rate for the six months ended June 30, 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 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.

The actual effective rate for the six months ended June 30, 2026, was ( 4.6 )%.

The Company’s consolidated tax rate for the six months ended June 30, 2026, differs from the U.S.

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

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Recurring Fair Value Measurements.

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

The following table summarizes the Company’s financial instruments carried at fair value on a recurring basis as of June 30, 2026:

Fair Value Measurements at June 30, 2026 Using

Total Carrying

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(In millions)

March 31, 2026

June 30, 2026

Corporate Borrowings:

Bifurcated embedded derivative - 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030

Bifurcated embedded derivative - Senior Secured Exchangeable Notes due 2030

Total liabilities at fair value

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.

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

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

The conversion features embedded within the notes were combined into a derivative that comprises all features requiring bifurcation.

The embedded derivative has 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.

The significant inputs used to value the derivative include the share price of the Common

Stock, the volatility of the share price, time to maturity, risk-free interest rate, credit spread, and discount yield.

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

Non-recurring Fair Value Measurements.

The following table summarizes the fair value hierarchy of the bifurcated embedded derivative of the Senior Secured Exchangeable Notes due 2030 as of May 4, 2026:

Fair Value Measurements at May 4, 2026 Using

Significant other

Total Carrying

Quoted prices in

active market

(In millions)

Corporate Borrowings:

Bifurcated embedded derivative - Senior Secured Exchangeable Notes due 2030

Senior Secured Notes due 2030 embedded derivative valuation technique.

The embedded derivative was valued by determining the as-converted value of the New Exchangeable Notes and then subtracting the estimated fair value of the New Exchangeable Notes without the conversion feature.

The as-converted value of the New Exchangeable Notes was calculated from the number of shares expected to be exchanged multiplied by the closing price of the Common Stock as of May 4, 2026.

The estimated fair value of the New Exchangeable Notes without the conversion feature was determined using a discounted cash flow method using a discount yield derived from the risk-free rate and an interpolated credit spread.

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 March 31, 2026 Using

Fair Value Measurements at June 30, 2026 Using

Significant other

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(In millions)

March 31, 2026

June 30, 2026

Current maturities of corporate borrowings

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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.

The adjustment for net periodic pension cost is included in the caption titled “other expense (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 expense (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 impact of this change on previously reported Adjusted EBITDA for the three and six months ended June 30, 2025 was an improvement of $ 0.3 million and $ 0.6 million, respectively.

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

Three Months Ended

March 31, 2026

June 30, 2026

(In millions)

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Three Months Ended

March 31, 2025

June 30, 2025

(In millions)

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Adjusted EBITDA

Six Months Ended

June 30, 2026

(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

Six Months Ended

June 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

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

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Three Months Ended

March 31, 2026

June 30, 2026

(In millions)

2 unchanged sentences

Income tax provision

Other expense (income)

Other expense

Other significant noncash items:

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Three Months Ended

March 31, 2025

June 30, 2025

(In millions)

2 unchanged sentences

Income tax provision

Other expense (income)

Other significant noncash items:

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Capital expenditures

Six Months Ended

June 30, 2026

(In millions)

International Markets

Depreciation and amortization

Income tax provision

Other expense

Other significant noncash items:

Stock-based compensation expense

Equity in earnings of non-consolidated entities

Capital expenditures

Six Months Ended

June 30, 2025

(In millions)

International Markets

Depreciation and amortization

Income tax provision

Other significant noncash items:

Stock-based compensation expense

Equity in earnings of non-consolidated entities

Capital expenditures

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

Three Months Ended

Six Months Ended

(In millions)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Income tax provision (1)

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Depreciation and amortization

Certain operating expense (income) (2)

Certain operating expense (2)

Equity in earnings of non-consolidated entities (3)

Attributable EBITDA (4)

Investment income (5)

Other income (6)

Investment expense (income) (5)

Other expense (income) (6)

Merger, acquisition and other costs (7)

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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 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.

(3) Equity in earnings of non-consolidated entities during the three months ended June 30, 2026 primarily consisted of equity in earnings from AC JV, LLC (“AC JV”) of $( 3.3 ) million.

Equity in earnings of non-consolidated entities during the three months ended June 30, 2025 primarily consisted of equity in earnings from AC JV of $( 1.8 ) million.

Equity in earnings of non-consolidated entities during the six months ended June 30, 2026 primarily consisted of equity in earnings from AC JV of $( 5.7 ) million.

Equity in earnings of non-consolidated entities during the six months ended June 30, 2025 primarily consisted of equity in earnings from AC JV of $( 2.6 ) million.

(4) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets.

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Three Months Ended

Six Months Ended

(In millions)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Equity in (earnings) of non-consolidated entities

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

Equity in earnings of International theatre joint ventures

Equity in earnings (loss) of International theatre joint ventures

Income tax benefit

Investment income

Interest expense

Depreciation and amortization

Attributable EBITDA

(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.

(5) Investment expense during the three months ended June 30, 2026 includes unrealized losses on the

Company’s investment in Hycroft of $ 1.5 million, partially offset by interest income of $( 1.0 ) million.

Investment income during the three months ended June 30, 2025 included interest income of $( 1.7 ) million, partially offset by unrealized losses on the Company’s investments in Hycroft of $ 0.3 million.

Investment income during the six months ended June 30, 2026 includes realized and unrealized gains on the Company’s investments in Hycroft of $( 16.5 ) million and interest income of $( 1.3 ) million.

Investment income during the six months ended June 30, 2025 included interest income of $( 4.6 ) million and unrealized gains on the Company’s investments in Hycroft of $( 2.5 ) million.

(6) Other expense during the three months ended June 30, 2026 includes the increase in the fair value of the bifurcated embedded derivative in the New Exchangeable Notes of $ 41.3 million, the loss on extinguishment of the New Exchangeable Notes of $ 33.0 million, the loss on extinguishment of the Odeon Notes due 2027 of $ 30.1 million, the increase in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $ 9.8 million, and net periodic pension cost of $ 0.5 million, partially offset by foreign currency transaction gains of $( 0.4 ) million.

Other income during the three months ended June 30, 2025 included foreign currency transaction gains of $( 23.9 ) million, partially offset by an increase in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $ 3.9 million and $ 0.3 million of net periodic pension cost.

Other expense during the six months ended June 30, 2026 includes the loss on extinguishment of the New Exchangeable Notes of $ 33.0 million, the loss on extinguishment of the Odeon Notes due 2027 of $ 30.1 million, foreign currency transaction losses of $ 8.6 million, the increase in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $ 2.7 million, net periodic pension cost of $ 1.0 million and debt modification third party fees of $ 0.3 million, partially offset by the decrease in the fair value of the bifurcated embedded derivative in the New Exchangeable Notes of $( 11.1 ) million.

Other income during the six months ended June 30, 2025 included a decrease in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $( 41.2 ) million and foreign currency transaction gains of $( 36.9 ) million, partially offset by $ 0.6 million of net periodic pension cost.

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

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Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding.

Diluted loss per share includes the effects of unvested RSUs with a service condition only, unvested contingently issuable PSUs that have service and performance conditions, and shares issuable upon conversion of the Existing Exchangeable Notes and New Exchangeable Notes, if dilutive.

Diluted 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.

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 exchange 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.

The following table sets forth the computation of basic and diluted loss per common share:

Three Months Ended

Six Months Ended

(In millions)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net loss for basic and diluted loss per share

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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.

These contingently issuable RSUs will not be

issued until their vesting dates.

For both the three and six months ended June 30, 2026, 1,981,745 unvested RSUs were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive.

For both the three and six months ended June 30, 2025, 4,560,303 unvested RSUs were excluded from the computation of diluted loss per share as their effect would have been 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.

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

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 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.

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;

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.

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.

Second Amendment to Muvico Credit Agreement

FSB, as administrative agent and collateral agent.

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.

For both the three and six months ended June 30, 2026, 3,557,261 unvested PSUs at certain performance targets were excluded from the computation of diluted loss per share as they would not be issuable if the end of the reporting period were the end of the contingency period or as their effect would have been anti-dilutive.

For both the three and six months ended June 30, 2025, 2,201,477 unvested PSUs at certain performance targets were excluded from the computation of diluted loss per share as they would not be issuable if the end of the reporting period were the end of the contingency period or as their effect would have been anti-dilutive.

The Company excluded approximately 23.1 million shares issuable upon exchange of the Existing Exchangeable Notes from the computation of diluted loss per share for both the three and six months ended June 30, 2026 as their effect would have been anti-dilutive.

The Company excluded approximately 88.7 million shares issuable upon exchange of the Existing Exchangeable Notes from the computation of diluted loss per share for both the three and six months ended June 30, 2025 as their effect would have been anti-dilutive.

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

What changed 10-Q

Item 1. Financial Statements