AMC ENTERTAINMENT HOLDINGS, INC. 8-K

What Happened

• On February 9, 2026, AMC Entertainment Holdings, Inc. announced a Sales and Registration Agreement and a Master Confirmation with Goldman Sachs & Co. LLC (and sales agents Goldman Sachs, B. Riley Securities and Yorkville Securities) and Goldman Sachs International. The agreements support issuing and selling up to $150,000,000 of Class A common stock via an “at-the-market” (ATM) program and through one or more collared forward transactions.

Key Details

• Aggregate offering size: up to $150,000,000 of Class A common stock; Prospectus Supplement and Form S‑3 registration filed Feb 9, 2026.
• Parties: Sales Agents include Goldman Sachs & Co. LLC, B. Riley Securities, Inc., Yorkville Securities, LLC; Forward Counterparty is Goldman Sachs International; Forward Seller is Goldman Sachs & Co. LLC.
• Forward structure: AMC may enter collared forwards where AMC pledges Hedging Shares that the Forward Seller may sell during an Initial Hedging Period; settlement at maturity is based on an average (VWAP) Reference Price subject to a floor (below 100%) and a cap (above 100%). Scheduled maturity is expected to be roughly six months after the Initial Hedging Period.
• Cash flow timing: AMC expects an initial cash payment after the Initial Hedging Period and possibly an additional payment at maturity, but amounts may be reduced if fewer Hedging Shares are introduced into the market.
• Use of proceeds: strengthen liquidity and the balance sheet (repay/redeem/ refinance debt) and reinvest in AMC GO Plan upgrades (seating, sight/sound, premium screens).

Why It Matters

• This filing gives AMC a flexible way to raise capital up to $150M over time. The collared forward mechanics and hedging activity could affect the stock price: hedging sales by the Forward Seller may put downward pressure (or limit upside), while the Forward Counterparty’s open‑market purchases to hedge could offset that effect. Proceeds are earmarked to improve liquidity, reduce debt and fund theater upgrades—actions that may materially impact the company’s financial position but are subject to the timing, execution and market conditions described in the filing. The company also reiterated standard forward‑looking statement cautions and risk factors in the prospectus supplement.