UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1022, 2025

AMC ENTERTAINMENT HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33892	26-0303916
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
Incorporation)		Number)


Delaware	001-33892	26-0303916
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
Incorporation)		Number)

One AMC Way

11500 Ash Street, Leawood, KS 66211

(Address of Principal Executive Offices, including Zip Code)

(913) 213-2000

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A common stock		AMC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

IfItem an1.01 ~~emerging~~Entry ~~growth~~into company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ofMaterial ~~the~~Definitive ~~Exchange Act~~Agreement. ☐

On December 22, 2025, AMC Entertainment Holdings, Inc. (the “Company” or “AMC”) and Muvico, LLC, a wholly owned subsidiary of the Company (“Muvico”), and the holders of Muvico’s Senior Secured Exchangeable Notes due 2030 (the “Exchangeable Notes,” and such holders, the “Exchangeable Noteholders”), agreed to amend the indenture governing the Exchangeable Notes (the “Exchangeable Notes Indenture”). The amendments (the “Indenture Amendments”) will amend and restate:

· the definition of Exchange Rate as follows:

~~Item~~“Exchange 3Rate” means a number shares of Common Stock per $1,000 principal amount of Notes that is equal to the quotient of (x) $1,000 divided by (y) 87.035% of the Unadjusted Exchange Price; provided that, the Exchange Rate is subject to adjustment as set forth in Section 10.06; provided, further, ~~Material~~that ~~Modifications~~whenever this Indenture refers to ~~Rights~~the Exchange Rate as of ~~Security~~a ~~Holders~~particular date without setting forth a particular time on such date, such reference will be deemed to be to the Exchange Rate immediately after the Close of Business on such date.

~~The~~· ~~information~~Article ~~set~~IV-B(d)(i) ~~forth~~as ~~in Item 5.03 below is incorporated into this Item 3.03 by reference.~~follows:

~~Item~~(i)  during ~~5.03.~~the ~~Amendments~~ATM toRestricted ~~Articles~~Period, ofbut ~~Incorporation~~no earlier than February 2, 2026, AMC may conduct one or ~~Bylaws;~~more ~~Change~~“at-the-market” offerings of Common Stock for cash, for aggregate net proceeds not in ~~Fiscal~~excess ~~Year.~~of $150,000,000; and

AtThe ~~the~~parties ~~AMC~~agreed ~~Entertainment~~to ~~Holdings,~~cooperate ~~Inc.~~ (~~the~~including ~~“Company”)~~cooperating with ~~2025~~the ~~Annual~~trustee ~~Meeting~~and ~~of Stockholders (~~the ~~“Annual~~notes ~~Meeting”~~collateral agent) ~~held~~in ongood ~~December~~faith ~~10,~~to ~~2025,~~memorialize ~~the~~and ~~Company’s~~effectuate ~~stockholders approved an amendment to~~ the ~~Company’s~~Indenture ~~Third~~Amendments ~~Amended~~as ~~and~~soon ~~Restated~~as ~~Certificate~~reasonably practicable. ofIn ~~Incorporation~~consideration (for the ~~“Certificate~~Exchangeable ofNoteholders’ ~~Incorporation”)~~agreement to ~~increase~~ the ~~total~~Indenture ~~number~~Amendments, ofAMC ~~authorized~~will ~~shares~~pay of the ~~Company’s~~Exchangeable Noteholders ~~Class A~~a ~~common~~fee ~~stock~~of ~~(“Common Stock”) from 550~~$6,~~000~~250,000 ~~to 1,100,000,000 shares of Common stock~~ (the “~~Share~~Consent ~~Increase~~Fee”)~~. The~~ ~~Company~~payable ~~also~~in ~~amended~~shares ~~the Certificate~~ of ~~Incorporation~~AMC ~~to remove references to Class B~~ common stock,. ~~which~~The ~~was~~number ~~previously~~of ~~retired,~~shares ~~and~~will ~~references~~based on tothe ~~prior~~average ~~reclassifications, conversions and splits~~ of ~~common~~the ~~stock. The~~Daily ~~Fourth~~VWAPs ~~Amended~~(as ~~and~~defined ~~Restated~~in ~~Certificate of Incorporation (~~the ~~“Fourth~~Exchangeable ~~A&R~~Notes ~~Certificate”~~Indenture), ~~which~~for ~~reflects~~ the ~~amendments~~60 ~~described~~consecutive ~~above,~~Trading ~~was~~Days ~~filed~~(as ~~with~~defined in the ~~Secretary~~Exchangeable ofNotes ~~State~~Indenture) ofcommencing ~~Delaware on~~ December 1022, 2025.

~~The~~Item ~~foregoing summary of the Fourth A&R Certificate does not purport to be complete and is qualified in its entirety by reference to the Fourth A&R Certificate, a copy of which is filed as Exhibit~~ 3.102 toUnregistered ~~this~~Sales ~~Current~~of ~~Report~~Equity ~~on Form 8-K and is incorporated herein by reference~~Securities.

The disclosure set forth in Item 51.~~07.~~01 ~~Submission~~ of ~~Matters~~this Current toReport aon ~~Vote~~Form of8-K ~~Security~~is ~~Holders~~incorporated by reference into this Item 3.02.

AThe ~~total~~issuance of ~~301,333,212~~AMC ~~out~~common ofstock ~~512,943,561 eligible shares of Common Stock were present~~ in ~~person~~payment ~~or represented by proxy at~~ of the ~~Annual~~Consent ~~Meeting. For~~Fee ~~non-routine~~and ~~matters,~~any ~~184,271,713~~ shares of ~~Common~~AMC ~~Stock~~common ~~participated~~stock ~~after~~that ~~excluding~~may ~~broker~~be ~~non-votes. For~~issued in the ~~non-routine~~future ~~matters~~upon ofexchange ~~amending the Certificate~~ of ~~Incorporation (other than for~~ the ~~Share~~Exchangeable ~~Increase),~~Notes ~~which~~will ~~required~~be ~~approval~~exempt under ofSection 4(a)(2) ~~majority of the Company’s outstanding shares of Common Stock, broker non-votes~~ and/or ~~abstentions had the same effect as~~ 3(a)(9) ~~vote against the proposal. For the routine matters~~ of ~~ratifying appointment of~~ the ~~Company’s~~Securities ~~independent~~Act ~~registered public accounting firm and adjournment~~ of ~~the Annual Meeting~~1933, ~~and~~as ~~the~~amended ~~non-routine matters of electing directors, amending~~ (the ~~Certificate~~“Securities ~~of Incorporation for the Share Increase, and approving executive compensation on an advisory basis, broker non-votes and abstentions had no effect on the outcome as they were not considered votes cast~~Act”).

For purposes of this report, all share counts are rounded to the nearest whole number and all percentages are rounded to the nearest tenth of a percent. Reported percentages of votes cast exclude abstentions and broker non-votes.2

~~The matters submitted to stockholders at the Annual Meeting and the voting results were as follows:~~SIGNATURES

~~Proposal~~Pursuant 1:to ~~Amendment~~the requirements of the ~~Certificate~~Securities Exchange Act of ~~Incorporation~~1934, toas ~~declassify~~amended, the ~~Board~~registrant ofhas ~~Directors,~~duly ~~shorten~~caused ~~all~~this ~~existing~~report ~~terms~~ to ~~expire~~be atsigned ~~the~~on ~~Annual~~its ~~Meeting,~~behalf ~~and~~by ~~remove restrictions on~~ the ~~number~~undersigned ofhereunto ~~directors~~duly authorized.

Stockholders failed to approve the amendment of the Certificate of Incorporation to declassify the board of directors of the Company, shorten all existing terms to expire at the Annual Meeting, and remove restrictions on the number of directors. While over 90% of votes cast supported the amendment, the proposal required a majority of the shares outstanding for approval.

	AMC ENTERTAINMENT HOLDINGS, INC.

Date: December 22, 2025	By:	/s/ Edwin F. Gladbach
		Name: Edwin F. Gladbach
		Title: Senior Vice President, General Counsel and Secretary

	Shares	% Votes Cast	% Shares Outstanding
For	164,635,064	90.3%	32.1%
Against	17,700,143	9.7%	3.5%
Abstain	1,936,506		0.4%
Broker Non-Votes	117,061,500		22.8%

Proposal 2(b): Election of Directors

Because Stockholders failed to approve Proposal 1, Proposal 2(a) was not presented to the Stockholders.

Stockholders elected all Class II director nominees to hold office for terms expiring at the Company’s 2028 annual meeting of stockholders. Nominees required a plurality of the votes cast for election.

Adam Aron

	Shares	% Votes Cast	% Shares Outstanding
For	152,332,577	82.7%	29.7%
Withheld	31,939,136	17.3%	6.2%
Broker Non-Votes	117,061,500		22.8%

Howard “Hawk” Koch, Jr.

	Shares	% Votes Cast	% Shares Outstanding
For	143,370,341	77.8%	28.0%
Withheld	40,901,372	22.2%	8.0%
Broker Non-Votes	117,061,500		22.8%

Dr. Anthony Saich

	Shares	% Votes Cast	% Shares Outstanding
For	132,068,636	71.7%	25.8%
Withheld	52,203,076	28.3%	10.2%
Broker Non-Votes	117,061,500		22.8%

Proposal 3: Amendment of the Certificate of Incorporation to eliminate the prohibition against Stockholders acting by written consent

Stockholders failed to approve the amendment of the Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent. While over 90% of votes cast supported the amendment, the proposal required a majority of the shares outstanding for approval.

	Shares	% Votes Cast	% Shares Outstanding
For	164,706,751	90.3%	32.1%
Against	17,605,736	9.7%	3.4%
Abstain	1,959,224		0.4%
Broker Non-Votes	117,061,500		22.8%

Proposal 4: Amendment of the Certificate of Incorporation to remove the limitation on Stockholders’ ability to call special meetings

Stockholders failed to approve the amendment of the Certificate of Incorporation to remove the limitation on stockholders’ ability to call special meetings. While over 90% of votes cast supported the amendment, the proposal required a majority of the shares outstanding for approval.

	Shares	% Votes Cast	% Shares Outstanding
For	165,825,317	90.7%	32.3%
Against	16,976,025	9.3%	3.3%
Abstain	1,470,370		0.3%
Broker Non-Votes	117,061,500		22.8%

Proposal 5: Amendment of the Certificate of Incorporation for the Share Increase

Stockholders approved the amendment of the Certificate of Incorporation for the Share Increase. The proposal required a majority of the votes cast for approval.

	Shares	% Votes Cast	% Shares Outstanding
For	157,198,086	85.6%	30.7%
Against	26,359,842	14.4%	5.1%
Abstain	713,785		0.1%
Broker Non-Votes	117,061,500		22.8%

Proposal 6: Ratification of the Appointment of the Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025. The proposal required a majority of the votes cast for approval.

	Shares	% Votes Cast	% Shares Outstanding
For	268,400,872	90.9%	52.3%
Against	26,913,506	9.1%	5.3%
Abstain	6,018,834		1.2%
Broker Non-Votes	0		0.0%

Proposal 7: Non-Binding Advisory Vote on Executive Compensation

Stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers. The proposal required a majority of the votes cast for approval.

	Shares	% Votes Cast	% Shares Outstanding
For	96,387,442	52.8%	18.8%
Against	86,255,554	47.2%	16.8%
Abstain	1,628,716		0.3%
Broker Non-Votes	117,061,500		22.8%

Proposal 8: Approval of the Adjournment of the Annual Meeting

Stockholders approved the adjournment of the Annual Meeting. However, adjournment of the Annual Meeting was deemed not necessary. The proposal required a majority of the votes cast for approval.

	Shares	% Votes Cast	% Shares Outstanding
For	206,108,034	69.2%	40.2%
Against	91,852,901	30.8%	17.9%
Abstain	3,372,277		0.7%
Broker Non-Votes	0		0.0%

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
3.1*		Fourth Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc., dated as of December 10, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	AMC ENTERTAINMENT HOLDINGS, INC.
Date: December 11, 2025	By:		/s/ Edwin F. Gladbach
	Name:	Edwin F. Gladbach
	Title:	Senior Vice President, General Counsel and Secretary

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