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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 001-33892

AMC ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	26-0303916 (I.R.S. Employer Identification No.)
One AMC Way 11500 Ash Street, Leawood, KS (Address of principal executive offices)	66211 (Zip Code)

Registrant’s telephone number, including area code: (913) 213-2000

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Title of each class of common stock		Number of shares outstanding as of May 4, 2026
Class A common stock		612,069,425

Table of Contents

AMC ENTERTAINMENT HOLDINGS, INC.

INDEX

		Page Number
	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	52
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	56
Item 6.	Exhibits	57
	Signature	59

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements. (Unaudited)

AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


		Three Months Ended
(In millions, except share and per share amounts)		March 31, 2026			March 31, 2025
Revenues
Admissions		$	578.4		$	473.5
Food and beverage			347.3			283.4
Other theatre			119.7			105.6
Total revenues			1,045.4			862.5
Operating costs and expenses
Film exhibition costs			255.6			204.8
Food and beverage costs			66.4			57.2
Operating expense, excluding depreciation and amortization below			407.3			393.2
Rent			224.1			218.1
General and administrative:
Merger, acquisition and other costs			1.1			3.0
Other, excluding depreciation and amortization below			60.9			56.0
Depreciation and amortization			75.7			76.1
Operating costs and expenses			1,091.1			1,008.4
Operating loss			(45.7)			(145.9)
Other expense, net:
Other income			(52.4)			(58.8)
Interest expense:
Corporate borrowings			119.9			109.0
Finance lease obligations			1.5			1.2
Non-cash NCM exhibitor services agreement			18.5			8.9
Investment income			(18.3)			(5.7)
Total other expense, net			69.2			54.6
Loss before income taxes			(114.9)			(200.5)
Income tax provision			2.2			1.6
Net loss		$	(117.1)		$	(202.1)
Net loss per share:
Basic and diluted		$	(0.22)		$	(0.47)
Weighted average shares outstanding:
Basic and diluted (in thousands)			539,664			430,973

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


		Three Months Ended
(In millions)		March 31, 2026			March 31, 2025
Net loss		$	(117.1)		$	(202.1)
Other comprehensive income (loss):
Unrealized foreign currency translation adjustments			(15.5)			52.7
Other comprehensive income (loss)			(15.5)			52.7
Total comprehensive loss		$	(132.6)		$	(149.4)

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In millions, except share data)		March 31, 2026			December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents		$	339.2		$	428.5
Restricted cash			41.7			48.8
Receivables, net			103.3			156.0
Other current assets			98.5			97.2
Total current assets			582.7			730.5
Property, net			1,324.8			1,374.2
Operating lease right-of-use assets, net			3,040.5			3,137.3
Intangible assets, net			146.4			147.4
Goodwill			2,391.9			2,416.1
Other long-term assets			198.5			212.3
Total assets		$	7,684.8		$	8,017.8
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	273.5		$	382.9
Accrued expenses and other liabilities			358.7			338.2
Deferred revenues and income			446.9			465.5
Current maturities of corporate borrowings			19.8			19.9
Current maturities of finance lease liabilities			5.8			5.8
Current maturities of operating lease liabilities			560.6			560.0
Total current liabilities			1,665.3			1,772.3
Corporate borrowings			3,944.1			4,018.6
Finance lease liabilities			44.2			46.7
Operating lease liabilities			3,354.8			3,485.0
Exhibitor services agreement			457.5			459.1
Deferred tax liability, net			36.1			35.7
Other long-term liabilities			109.3			95.2
Total liabilities			9,611.3			9,912.6
Commitments and contingencies
Stockholders’ deficit:
AMC Entertainment Holdings, Inc.'s stockholders' deficit:
Preferred stock, $.01 par value per share, 50,000,000 shares authorized; no shares issued and outstanding as of March 31, 2026, and December 31, 2025			—			—
Class A common stock ($.01 par value, 1,100,000,000 shares authorized; 605,223,095 shares issued and outstanding as of March 31, 2026; 1,100,000,000 authorized; 512,943,561 shares issued and outstanding as of December 31, 2025)			6.1			5.1
Additional paid-in capital			7,221.4			7,121.5
Accumulated other comprehensive loss			(57.7)			(42.2)
Accumulated deficit			(9,096.3)			(8,979.2)
Total stockholders' deficit			(1,926.5)			(1,894.8)
Total liabilities and stockholders’ deficit		$	7,684.8		$	8,017.8

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended
(In millions)	March 31, 2026		March 31, 2025

Cash flows from operating activities:	(unaudited)
Net loss	$	(117.1)	$	(202.1)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		75.7		76.1
Gain on derivatives		(59.5)		(45.1)
Deferred income taxes		0.3		0.9
Gains on investments in Hycroft		(18.0)		(2.8)
Amortization of net discount on corporate borrowings to interest expense		4.1		4.2
Amortization of deferred financing costs to interest expense		5.0		1.9
PIK interest expense		15.4		8.6
Non-cash portion of stock-based compensation		7.3		5.7
Equity in earnings from non-consolidated entities, net of distributions		(0.7)		0.1
Lease incentives		17.8		4.2
Non-cash rent benefit		(29.3)		(26.8)
Net periodic pension cost		0.5		0.3
Change in assets and liabilities:
Receivables		55.2		73.9
Other assets		(1.7)		(14.4)
Accounts payable		(92.0)		(134.4)
Accrued expenses and other liabilities		1.4		(109.5)
Other, net		7.1		(10.8)
Net cash used in operating activities		(128.5)		(370.0)
Cash flows from investing activities:
Capital expenditures		(46.2)		(47.0)
Proceeds from disposition of long-term assets		1.0		—
Proceeds from sale of Hycroft		29.7		—
Other, net		—		0.1
Net cash used in investing activities		(15.5)		(46.9)
Cash flows from financing activities:
Net proceeds from equity issuances		63.4		169.6
Principal payments under finance lease obligations		(1.2)		(0.8)
Scheduled principal payments under term loan borrowings		(5.0)		(5.0)
Repurchase of Senior Subordinated Notes due 2025		—		(1.3)
Cash used to pay deferred financing costs		(4.2)		(0.1)
Taxes paid for restricted unit withholdings		(3.7)		(4.4)
Net cash provided by financing activities		49.3		158.0
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(1.7)		5.8
Net decrease in cash and cash equivalents and restricted cash		(96.4)		(253.1)
Cash and cash equivalents and restricted cash at beginning of period		477.3		680.8
Cash and cash equivalents and restricted cash at end of period	$	380.9	$	427.7
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	69.2	$	92.9
Income taxes paid, net	$	1.1	$	0.9
Schedule of non-cash activities:
Construction payables at period end	$	30.4	$	28.5
Consent fees paid with shares of Common Stock	$	34.5	$	—
Other third-party equity issuance costs payable	$	0.6	$	—

See Notes to Condensed Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. (“Multi-Cinema”) and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates, or has interests in theatres located in the United States and Europe. The condensed consolidated financial statements include the accounts of Holdings and all subsidiaries and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2025. All significant intercompany balances and transactions have been eliminated in consolidation. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets.

The accompanying condensed consolidated balance sheet as of December 31, 2025, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. 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.

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. Actual results could differ from those estimates.

Liquidity. The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations and satisfy its obligations currently and through the next twelve months. The Company’s cash burn rates are not sustainable long-term. 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. 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

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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 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. Restricted cash includes cash held in the Company’s bank accounts as a guarantee for certain landlords, legal settlements, and cash collateralized letters of credit relating to the Company’s insurance and utilities programs. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of the amounts in the condensed consolidated statements of cash flows.


	As of
(In millions)	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	339.2	$	428.5
Restricted cash		41.7		48.8
Total cash and cash equivalents and restricted cash in the statement of cash flows	$	380.9	$	477.3

As of March 31, 2026, restricted cash for the U.S. markets and International markets were $15.7 million and $26.0 million, respectively. As of December 31, 2025, restricted cash for the U.S. markets and International markets were $20.5 million and $28.3 million, respectively.

Investments. 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. The following table presents the change in accumulated other comprehensive loss by component:



	Foreign
(In millions)	Currency		Pension Benefits		Total
Balance December 31, 2025	$	(38.3)	$	(3.9)	$	(42.2)
Other comprehensive loss		(15.5)		—		(15.5)
Balance March 31, 2026	$	(53.8)	$	(3.9)	$	(57.7)

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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
(In millions)	March 31, 2026		March 31, 2025
Foreign currency transaction losses (gains)	$	9.0	$	(13.0)
Governmental assistance - International markets		—		(0.2)
Net periodic pension cost		0.5		0.3
Debt modifications - third party fees		0.3		—
Decrease in fair value of bifurcated embedded derivative - 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030		(7.1)		(45.1)
Decrease in fair value of bifurcated embedded derivative - Senior Secured Exchangeable Notes due 2030		(52.4)		—
Equity in earnings of non-consolidated entities		(2.7)		(0.8)
Total other income	$	(52.4)	$	(58.8)

NOTE 2—LEASES

The following table reflects the lease costs for the periods presented:


		Three Months Ended
		March 31,		March 31,
(In millions)	Consolidated Statements of Operations	2026		2025
Operating lease cost
Theatre properties	Rent	$	192.1	$	190.2
Theatre properties	Operating expense		1.3		1.2
Equipment	Operating expense		12.6		9.7
Office and other	General and administrative: other		1.2		1.3
Finance lease cost
Amortization of finance lease assets	Depreciation and amortization		0.7		0.7
Interest expense on lease liabilities	Interest expense		0.8		0.8
Variable operating and finance lease cost
Theatre properties	Rent		32.0		27.9
Theatre properties	Interest expense		0.6		0.4
Equipment	Operating expense		14.6		9.4
Total lease cost		$	255.9	$	241.6

Cash flow and supplemental information are presented below:


	Three Months Ended
	March 31,		March 31,
(In millions)	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in finance leases	$	(0.7)	$	(0.8)
Operating cash flows used in operating leases		(241.3)		(220.4)
Financing cash flows used in finance leases		(1.2)		(0.8)

Lease incentives:
Operating cash flows provided by operating leases		17.8		4.2
Supplemental disclosure of noncash leasing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)		31.2		142.3

(1)

Includes lease extensions and option exercises.

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


	Weighted Average		Weighted Average
	Remaining		Discount
Lease Term and Discount Rate	Lease Term (years)		Rate
Operating leases		7.5		11.0%
Finance leases		12.3		6.5%

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		Finance Lease
(In millions)	Payments		Payments
Nine months ending December 31, 2026	$	706.4	$	6.7
2027		892.7		8.8
2028		804.2		8.8
2029		698.8		8.6
2030		596.0		7.7
2031		492.8		6.6
Thereafter		1,500.9		26.7
Total lease payments		5,691.8		73.9
Less imputed interest		(1,776.4)		(23.9)
Total operating and finance lease liabilities, respectively	$	3,915.4	$	50.0

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.

NOTE 3—REVENUE RECOGNITION

Disaggregation of Revenue. Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition:


	Three Months Ended
(In millions)	March 31, 2026		March 31, 2025
Major revenue types
Admissions	$	578.4	$	473.5
Food and beverage		347.3		283.4
Other theatre:
Advertising		37.3		30.6
Other		82.4		75.0
Other theatre		119.7		105.6
Total revenues	$	1,045.4	$	862.5


	Three Months Ended
(In millions)	March 31, 2026		March 31, 2025
Timing of revenue recognition
Products and services transferred at a point in time	$	919.4	$	759.3
Products and services transferred over time (1)		126.0		103.2
Total revenues	$	1,045.4	$	862.5

(1)

Amounts primarily include subscription and advertising revenues.

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


(In millions)	March 31, 2026		December 31, 2025
Current assets
Receivables related to contracts with customers	$	43.4	$	95.1
Miscellaneous receivables		59.9		60.9
Receivables, net	$	103.3	$	156.0


(In millions)	March 31, 2026		December 31, 2025
Current liabilities
Deferred revenues related to contracts with customers	$	443.5	$	462.4
Miscellaneous deferred income		3.4		3.1
Deferred revenues and income	$	446.9	$	465.5

The significant changes in contract liabilities with customers included in deferred revenues and income are as follows:


	Deferred Revenues
	Related to Contracts
(In millions)	with Customers
Balance December 31, 2025	$	462.4
Cash received in advance (1)		117.1
Customer loyalty rewards accumulated, net of expirations:
Admission revenues (2)		4.0
Food and beverage revenues (2)		9.3
Other theatre revenues (2)		—
Reclassification to revenue as the result of performance obligations satisfied:
Admission revenues (3)		(100.2)
Food and beverage revenues (3)		(26.8)
Other theatre revenues (4)		(21.8)
Foreign currency translation adjustment		(0.5)
Balance March 31, 2026	$	443.5

(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 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.

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The significant changes to contract liabilities included in the exhibitor services agreement in the condensed consolidated balance sheets, are as follows:


	Exhibitor Services
(In millions)	Agreement (1)
Balance December 31, 2025	$	459.1
Other theatre revenue recognized as performance obligations are satisfied		(1.6)
Balance March 31, 2026	$	457.5

(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. On April 17, 2025, NCM entered into the Second Amended and Restated Exhibitor Services Agreement (the “Amended ESA”) with the Company. The term of the Amended ESA has been extended by five years through February 13, 2042. The Company treated the Amended ESA as a contract modification pursuant to ASC 606 – Revenue from Contracts with Customers. Accordingly, the Company has allocated the additional consideration received from the contract modification to the exhibitor services agreement contract liability and updated the discount rate used to account for the significant financing component to 16.12%. Prior to the contract modification, the weighted average discount rate used to account for the significant financing component was approximately 7.5%. The contract liability will be reclassified to other theatre revenue over the new term of the Amended ESA as the remaining performance obligations are satisfied. 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 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 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.

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

NOTE 4—GOODWILL

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


	U.S. Markets						International Markets						Consolidated Goodwill
(In millions)	Gross Carrying Amount		Accumulated Impairment Losses		Net Carrying Amount		Gross Carrying Amount		Accumulated Impairment Losses		Net Carrying Amount		Gross Carrying Amount		Accumulated Impairment Losses		Net Carrying Amount
Balance December 31, 2025	$	3,072.6	$	(1,276.1)	$	1,796.5	$	1,705.2	$	(1,085.6)	$	619.6	$	4,777.8	$	(2,361.7)	$	2,416.1
Currency translation adjustment		—		—		—		(44.9)		20.7		(24.2)		(44.9)		20.7		(24.2)
Balance March 31, 2026	$	3,072.6	$	(1,276.1)	$	1,796.5	$	1,660.3	$	(1,064.9)	$	595.4	$	4,732.9	$	(2,341.0)	$	2,391.9

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NOTE 5—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows:


(In millions)		March 31, 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)		$	1,989.2		$	1,994.2
12.75% Odeon Senior Secured Notes due 2027			400.0			400.0
Senior Secured Exchangeable Notes due 2030 (1.5% cash interest)			155.8			155.8
Senior Secured Notes due 2029 (9.0% cash interest & 6.0% PIK interest as of March 31, 2026)			877.1			877.1
6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030			111.6			111.6
7.5% First Lien Notes due 2029			360.0			360.0
Unsecured Debt:
6.125% Senior Subordinated Notes due 2027			125.5			125.5
Total principal amount of corporate borrowings		$	4,019.2		$	4,024.2
Finance lease liabilities			50.0			52.5
Accrued paid-in-kind interest			18.1			2.7
Deferred financing costs			(76.7)			(64.4)
Net discount (1)			(64.4)			(68.5)
Bifurcated embedded derivative – Senior Secured Exchangeable Notes due 2030			62.2			131.9
Bifurcated embedded derivative – 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030			5.5			12.6
Total carrying value of corporate borrowings and finance lease liabilities		$	4,013.9		$	4,091.0
Less:
Current maturities of corporate borrowings			(19.8)			(19.9)
Current maturities of finance lease liabilities			(5.8)			(5.8)
Total noncurrent carrying value of corporate borrowings and finance lease liabilities		$	3,988.3		$	4,065.3

(1)

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


	March 31,		December 31,
(In millions)	2026		2025
12.75% Odeon Senior Secured Notes due 2027	$	(12.8)	$	(14.6)
Senior Secured Notes due 2029		59.1		62.5
Senior Secured Exchangeable Notes due 2030		(55.0)		(57.4)
Credit Agreement-Term Loans due 2029		(29.9)		(32.6)
6.00%/8.00% Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030		(25.8)		(26.4)
Net discount	$	(64.4)	$	(68.5)

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


		Principal
		Amount of
		Corporate
(In millions)		Borrowings
Nine months ended December 31, 2026		$	14.9
2027			545.2
2028			19.5
2029			3,172.2
2030			267.4
Total		$	4,019.2

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Debt Repurchases and Exchanges

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


	Aggregate Principal		Reacquisition		(Gain)/Loss on		Accrued Interest
(In millions)	Repurchased		Cost		Extinguishment		Paid
5.75% Senior Subordinated Notes due 2025	$	1.3	$	1.3	$	—	$	—

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

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


	Carrying Value				Carrying Value
	as of		(Increase) Decrease to		as of
(In millions)	December 31, 2025		Net Earnings (Loss)		March 31, 2026
Principal balance	$	111.6	$	—	$	111.6
Discount		(26.4)		0.6		(25.8)
Debt issuance costs		(5.2)		0.1		(5.1)
Accrued paid-in-kind interest		0.4		2.2		2.6
Bifurcated embedded derivative		12.6		(7.1)		5.5
Carrying value	$	93.0	$	(4.2)	$	88.8

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%.

Senior Secured Exchangeable Notes due 2030


	Carrying Value				Deferred		Consent Fee		Carrying Value
	as of		(Increase) Decrease to		Charges		Paid With		as of
(In millions)	December 31, 2025		Net Earnings (Loss)		Activity		Common Stock		March 31, 2026
Principal balance	$	155.8	$	—	$	—	$	—	$	155.8
Discount		(57.4)		2.4		—		—		(55.0)
Debt issuance costs		(14.8)		0.6		1.6		—		(12.6)
Bifurcated embedded derivative		131.9		(52.4)		(1.6)		(15.7)		62.2
Carrying value	$	215.5	$	(49.4)	$	—	$	(15.7)	$	150.4

The Senior Secured Exchangeable Notes due 2030 (the “New Exchangeable Notes”) have 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. 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

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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 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

In February 2026, the Company entered into a sales and registration agreement (the “2026 Sales and Registration Agreement”) with (1) Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and Yorkville Securities, LLC, from time to time acting as sales agents (in such capacity, the “Sales Agents”) and (2) Goldman Sachs & Co. LLC, as the Forward Seller of any and all Hedging Shares offered by the Forward Counterparty (in each case, as 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).

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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)	March 31, 2026		March 31, 2025
Shares issued through at-the-market offering		55.2		17.1
At-the-market offering gross proceeds	$	64.7	$	63.0
Sales agent fees paid	$	1.3	$	0.6
Other third-party issuance costs incurred	$	0.6	$	0.3
Other third-party issuance costs paid	$	—	$	1.5

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. 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 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. 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.

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Stock-Based Compensation

Equity Incentive Plans

On June 5, 2024, the Company’s shareholders approved a new equity incentive plan (“2024 EIP”). Awards that may be granted under the 2024 EIP include options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs”), cash awards, and other equity-based awards. The 2024 EIP will be unlimited in duration and, in the event of termination, will remain in effect as long as any shares of awards under it are outstanding and not fully vested.

Awards Granted

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.

Each RSU and PSU held by a participant as of a dividend record date is entitled to a dividend equivalent equal to the amount paid with respect to one share of Common Stock underlying the unit. Any such accrued dividend equivalents are paid to the holder only upon vesting of the units. 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: 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. The Company records stock-based compensation expense on a straight-line recognition method over the requisite service period. The RSUs vest over three years, with one-third vesting each year. These RSUs will be settled within 30 days of vesting.

●

Performance Stock Unit Awards: 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 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.

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Special Awards

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 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 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). 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, 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: other:


	Three Months Ended
	March 31,		March 31,
(In millions)	2026		2025
Special awards expense	$	4.6	$	1.0
Board of director stock award expense		1.1		1.3
Restricted stock unit expense		1.4		2.6
Performance stock unit expense		0.2		0.8
Total stock-based compensation expense	$	7.3	$	5.7

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.

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Nonvested Awards

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


	RSUs			PSUs
		Weighted			Weighted
		Average			Average
	Number of	Grant Date		Number of	Grant Date
	RSUs	Fair Value		PSUs	Fair Value
Nonvested at December 31, 2025	4,573,078	$	4.73	324,969	$	3.57
Granted (1)	—		—	1,783,588		1.22
Granted - Special Award	—		—	3,778,642		1.22
Vested	(942,900)		5.82	(119,307)		3.57
Vested - Special Award	—		—	(2,005,981)		1.22
Cancelled (2)	(882,087)		5.95	(97,339)		3.57
Cancelled - Special Award (2)	—		—	(1,772,661)		1.22
Nonvested at March 31, 2026	2,748,091		3.96	1,891,911		1.35
Tranche Year 2027 awarded under the 2025 PSU award with grant date fair values to be determined in year 2027	—			1,217,082
Total nonvested at March 31, 2026	2,748,091			3,108,993

(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 $3.7 million during the three months ended March 31, 2026.

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Condensed Consolidated Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2026



								Accumulated
		Class A				Additional		Other						Total
		Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders’
(In millions, except share data)		Shares		Amount		Capital		Loss			Deficit			Deficit
Balances December 31, 2025		512,943,561		$	5.1	$	7,121.5	$	(42.2)		$	(8,979.2)		$	(1,894.8)
Net loss		—			—		—		—			(117.1)			(117.1)
Other comprehensive loss		—			—		—		(15.5)			—			(15.5)
Taxes paid for restricted unit withholdings		—			—		(3.7)		—			—			(3.7)
Consent fees paid in shares		33,117,743			0.3		34.2		—			—			34.5
Share issued through at-the-market offerings		55,224,032			0.6		62.2		—			—			62.8
Stock-based compensation (1)		3,937,759			0.1		7.2		—			—			7.3
Balances March 31, 2026		605,223,095		$	6.1	$	7,221.4	$	(57.7)		$	(9,096.3)		$	(1,926.5)

(1)

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

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Condensed Consolidated Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2025



								Accumulated
		Class A				Additional		Other						Total
		Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders’
(In millions, except share data)		Shares		Amount		Capital		Loss			Deficit			Deficit
Balances December 31, 2024		414,417,797		$	4.1	$	6,714.2	$	(132.0)		$	(8,346.8)		$	(1,760.5)
Net loss		—			—		—		—			(202.1)			(202.1)
Other comprehensive income		—			—		—		52.7			—			52.7
Taxes paid for restricted unit withholdings		—			—		(4.4)		—			—			(4.4)
Shares issued and proceeds received through at-the-market offerings and forward agreements		17,052,756			0.2		170.6		—			—			170.8
Stock-based compensation (1)		1,673,008			—		5.7		—			—			5.7
Balances March 31, 2025		433,143,561		$	4.3	$	6,886.1	$	(79.3)		$	(8,548.9)		$	(1,737.8)

(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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NOTE 7—INCOME TAXES

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 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.

The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is “more likely than not” that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods on a federal, state, and foreign jurisdiction basis. The Company conducts its evaluation by considering all available positive and negative evidence, including historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the U.S. motion picture and broader economy, among others.

A valuation allowance is recorded against the Company’s U.S. 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. 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. 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.

NOTE 8—FAIR VALUE MEASUREMENTS

Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories:

Level 1:	Quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:	Unobservable inputs that are not corroborated by market data.

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
											Significant
		Total Carrying			Quoted prices in			Significant other			unobservable
		Value at			active market			observable inputs			inputs
(In millions)		March 31, 2026			(Level 1)			(Level 2)			(Level 3)
Corporate Borrowings:
Bifurcated embedded derivative - 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030		$	5.5		$	—		$	—		$	5.5
Bifurcated embedded derivative - Senior Secured Exchangeable Notes due 2030			62.2			—			—			62.2
Total liabilities at fair value		$	67.7		$	—		$	—		$	67.7

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

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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 March 31, 2026 Using

 

Significant other

 

Significant

Total Carrying

Quoted prices in

observable

unobservable

Value at

active market

inputs

(In millions)

March 31, 2026

(Level 1)

(Level 2)

(Level 3)

Current maturities of corporate borrowings

19.8

—

19.4

—

Corporate borrowings (excluding derivatives)

3,876.4

—

3,674.1

—

Valuation Technique. Quoted market prices and observable market-based inputs were used to estimate fair value for Level 2 inputs. The Company valued these notes at principal value less an estimated discount reflecting a market yield to maturity. See Note 5—Corporate Borrowings and Finance Lease Liabilities for further information.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments.

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NOTE 9—SEGMENT REPORTING

The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. Management has organized the Company around differences in geographic areas. The Company has identified two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. The International markets reportable segment has operations in, or partial interest, in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, Portugal, Sweden, Finland, Norway, and Denmark.

The measure of segment profit and loss the Company’s chief operating decision maker uses to evaluate performance and allocate resources is Adjusted EBITDA. The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets. The 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
	March 31, 2026
(In millions)	U.S. Markets		International Markets		Consolidated
Revenues (1)	$	740.8	$	304.6	$	1,045.4
Less:
Film exhibition costs		186.6		69.0		255.6
Food and beverage costs		44.3		22.1		66.4
Operating expense, excluding depreciation and amortization (2)		293.3		114.3		407.6
Rent		162.4		61.7		224.1
General and administrative expense - other, excluding depreciation and amortization (3)		32.3		21.3		53.6
Other segment items (4)		—		(0.2)		(0.2)
Adjusted EBITDA	$	21.9	$	16.4	$	38.3

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	Three Months Ended
	March 31, 2025
(In millions)	U.S. Markets		International Markets		Consolidated
Revenues (1)	$	617.0	$	245.5	$	862.5
Less:
Film exhibition costs		151.2		53.6		204.8
Food and beverage costs		41.0		16.2		57.2
Operating expense, excluding depreciation and amortization (2)		287.1		103.3		390.4
Rent		162.6		55.5		218.1
General and administrative expense - other, excluding depreciation and amortization (3)		32.2		18.1		50.3
Other segment items (4)		—		(0.6)		(0.6)
Adjusted EBITDA	$	(57.1)	$	(0.6)	$	(57.7)

(1)

All segment revenues are comprised of revenues from external customers.

(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, and attributable EBITDA from International theatre joint ventures.

Other segment disclosures:


	Three Months Ended
	March 31, 2026
(In millions)	U.S. Markets		International Markets		Consolidated
Depreciation and amortization	$	57.1	$	18.6	$	75.7
Income tax provision		0.5		1.7		2.2
Other expense (income)		(58.9)		9.2		(49.7)
Other significant noncash items:
Stock-based compensation expense		6.6		0.7		7.3
Equity in earnings of non-consolidated entities		(2.6)		(0.1)		(2.7)
Capital expenditures		34.7		11.5		46.2


	Three Months Ended
	March 31, 2025
(In millions)	U.S. Markets		International Markets		Consolidated
Depreciation and amortization	$	58.8	$	17.3	$	76.1
Income tax provision		0.9		0.7		1.6
Other income		(44.7)		(13.3)		(58.0)
Other significant noncash items:
Stock-based compensation expense		5.5		0.2		5.7
Equity in earnings of non-consolidated entities		(0.7)		(0.1)		(0.8)
Capital expenditures		31.8		15.2		47.0

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


	Three Months Ended
(In millions)	March 31, 2026		March 31, 2025
Net loss	$	(117.1)	$	(202.1)
Plus:
Income tax provision (1)		2.2		1.6
Interest expense		139.9		119.1
Depreciation and amortization		75.7		76.1
Certain operating expense (income) (2)		(0.3)		2.8
Equity in earnings of non-consolidated entities (3)		(2.7)		(0.8)
Attributable EBITDA (4)		0.2		0.4
Investment income (5)		(18.3)		(5.7)
Other income (6)		(49.7)		(57.8)
Merger, acquisition and other costs (7)		1.1		3.0
Stock-based compensation expense (8)		7.3		5.7
Adjusted EBITDA	$	38.3	$	(57.7)

(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 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 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
(In millions)	March 31, 2026		March 31, 2025
Equity in (earnings) of non-consolidated entities	$	(2.7)	$	(0.8)
Less:
Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures		(2.7)		(0.8)
Equity in earnings of International theatre joint ventures		—		—
Depreciation and amortization		0.2		0.4
Attributable EBITDA	$	0.2	$	0.4

(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

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million of net periodic pension cost.

(7)

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

(8)

Non-cash expense included in general and administrative: other.

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 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.

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


	Three Months Ended
(In millions)	March 31, 2026		March 31, 2025
Numerator:
Net loss for basic and diluted loss per share	$	(117.1)	$	(202.1)

Denominator (shares in thousands):
Weighted average shares for basic and diluted loss per common share		539,664		430,973
Basic and diluted loss per common share	$	(0.22)	$	(0.47)

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 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. 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.

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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,

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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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10–Q contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,” “plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which it is made. Examples of forward-looking statements include statements we make regarding future attendance levels, revenues and our liquidity. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

●

the risks and uncertainties relating to the sufficiency of our existing cash and cash equivalents and available borrowing capacity to fund operations and satisfy obligations including cash outflows for planned capital expenditures currently and through the next twelve months. Based on our current cost structure, in order to achieve net positive cash flows from operating activities, revenues will need to increase from current levels to levels at least in line with pre-COVID-19 revenues. However, there remain

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significant risks that may negatively impact revenues, costs, and attendance levels, including changes to movie studios release schedules (including as a result of production delays and delays to the release of movies caused by labor stoppages) and direct to streaming or other changing movie studio practices. If we are unable to achieve increased levels of attendance and revenues, we will be required to obtain additional liquidity. If such additional liquidity is not obtained or is insufficient, we likely would seek an in-court or out-of-court restructuring of our liabilities, and in the event of such future liquidation or bankruptcy proceeding, holders of our Common Stock and other securities would likely suffer a total loss of their investment;

●

the risks and uncertainties relating to the 2025 Refinancing Transactions and 2024 Refinancing Transactions (each defined herein), including, but not limited to, (i) the potential for additional future dilution of our Common Stock as a result of issuance of shares underlying our Existing Exchangeable Notes or our New Exchangeable Notes, (ii) the possibility that the extension of certain debt maturities will not provide enough time for attendance and revenues to increase to sufficient levels and generate net positive cash flows to overcome liquidity concerns, and (iii) the impact on the market price of our Common Stock and our capital structure of any litigation or claims of default that might arise in connection with the 2025 Refinancing Transactions or 2024 Refinancing Transactions;

●

changing practices of distributors, which accelerated during the COVID-19 pandemic, including increased use of alternative film delivery methods including premium video on demand, streaming platforms, shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming platforms on the same date, the theatrical release of fewer movies due to industry consolidation or other reasons, or transitioning to other forms of entertainment;

●

the impact of changing movie-going behavior of consumers;

●

the risk that the North American and international box office in the near term will not recover sufficiently, resulting in continued cash burn and the need to seek additional financing, which may not be available at favorable terms, or at all;

●

risks and uncertainties relating to our significant indebtedness, including our borrowings and our ability to meet our debt covenants;

●

the dilution caused by recent and potential future sales of our Common Stock and future potential share issuances to repay, refinance, redeem or repurchase indebtedness (including expenses, accrued interest and premium, if any);

●

risks relating to motion picture production, promotion, marketing, and performance, including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content and the financial burden imposed by tariffs on motion picture production;

●

the seasonality of our revenue and working capital, which are dependent upon the timing of motion picture releases by distributors, such releases being seasonal and resulting in higher attendance and revenues generally during the summer months and holiday seasons, and higher working capital requirements during the other periods such as the first quarter;

●

intense competition in the geographic areas in which we operate among exhibitors, streaming platforms, or from other forms of entertainment;

●

certain covenants in the agreements that govern our indebtedness that limit or restrict our ability to take advantage of certain business opportunities, pay dividends, incur additional debt, pre-pay debt, and also to refinance debt and to do so at favorable terms, and such covenants that impose additional administrative and operational burdens on our business;

●

risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges;

●

general and international economic, political, regulatory, social and financial market conditions, including

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potential economic recession, inflation, rising interest rates, the financial stability of the banking industry, and other risks that may negatively impact discretionary income and our revenues and attendance levels;

●

our lack of control over distributors of films;

●

limitations on the availability of capital or poor financial results may prevent us from deploying strategic initiatives;

●

an issuance of preferred stock could dilute the voting power of the common stockholders and adversely affect the market value of our outstanding Common Stock;

●

limitations on the authorized number of Common Stock shares could in the future prevent us from raising additional capital through sales of Common Stock;

●

our ability to achieve expected synergies, benefits and performance from our strategic initiatives;

●

our ability to refinance our indebtedness on terms favorable to us or at all;

●

our ability to optimize our theatre circuit through new construction, the transformation of our existing theatres, and strategically closing underperforming theatres may be subject to delay and unanticipated costs;

●

failures, unavailability or security breaches of our information systems, including due to cybersecurity incidents;

●

our ability to utilize interest expense deductions will be limited annually due to Section 163(j) of the Internal Revenue Code of 1986, as amended, as amended by the One Big Beautiful Bill Act of 2025;

●

our ability to recognize interest deduction carryforwards, net operating loss carryforwards and other tax attributes to reduce our future tax liability;

●

our ability to recognize certain international deferred tax assets which currently do not have a valuation allowance recorded;

●

review by antitrust authorities in connection with acquisition opportunities;

●

risks relating to the incurrence of legal liability;

●

dependence on key personnel for current and future performance and our ability to attract and retain senior executives and other key personnel, including in connection with any future acquisitions;

●

increased costs in order to comply or resulting from a failure to comply with governmental regulation, including the General Data Protection Regulation and all other current and pending privacy and data regulations in the jurisdictions where we have operations;

●

supply chain disruptions may negatively impact our operating results;

●

the availability and/or cost of energy;

●

the market price and trading volume of our shares of Common Stock has been and may continue to be volatile, and purchasers of our securities could incur substantial losses;

●

future offerings of debt, which would be senior to our Common Stock for purposes of distributions or upon liquidation, could adversely affect the market price of our Common Stock;

●

the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including the conflict between Russia and Ukraine, military actions in and around Iran, and other international conflicts;

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●

the potential impact of financial and economic sanctions on the regional and global economy, or widespread health emergencies, such as pandemics or epidemics, causing people to avoid our theatres or other public places where large crowds are in attendance;

●

anti-takeover protections in our Fourth Amended and Restated Certificate of Incorporation and our amended and restated bylaws may discourage or prevent a takeover of our Company, even if an acquisition would be beneficial to our stockholders; and

●

other risks and uncertainties referenced from time to time in filings with the Securities and Exchange Commission (“SEC”).

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative but not exhaustive. In addition, new risks and uncertainties may arise from time to time. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty and we caution accordingly against relying on forward-looking statements.

Except as required by law, we assume no obligation to publicly update or revise these forward-looking statements for any reason. Actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Readers are urged to consider these factors carefully in evaluating the forward-looking statements. For further information about these and other risks and uncertainties as well as strategic initiatives, see “Item 1A. Risk Factors” of this Form 10-Q, “Item 1. Business” in our Annual Report on Form 10–K for the year ended December 31, 2025, and our other public filings.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included herein are made only as of the date of this Quarterly Report on Form 10–Q, and we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Overview

AMC is the world’s largest theatrical exhibition company and an industry leader in innovation and operational excellence. As of March 31, 2026, we operated theatres in 11 countries, including the United States, and various countries throughout Europe.

Our theatrical exhibition revenues are generated primarily from box office admissions and food and beverage sales. The balance of our revenues is generated from ancillary sources, including online ticketing fees, on-screen advertising, income from gift card and exchange ticket sales, rental of theatre auditoriums, retail popcorn and merchandise sales, fees earned from our customer loyalty programs, and theatrical distribution. As of March 31, 2026, we owned, operated or had interests in 852 theatres and 9,607 screens.

Box Office Admissions and Film Content

Box office admissions are our largest source of revenue. We predominantly license theatrical films from distributors owned by major film production companies and from independent distributors on a film-by-film and theatre-by-theatre basis. Film exhibition costs are based on a share of admissions revenues and are accrued based on estimates of the final settlement pursuant to our film licenses. These licenses typically state that rental fees are based on the box office performance of each film, though in certain circumstances and less frequently, our rental fees are based on a mutually agreed settlement rate that is fixed. In some European territories, film rental fees are established on a weekly basis and some licenses use a per capita agreement instead of a revenue share, paying a flat amount per ticket.

Our revenues attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor’s films in any given year. Our results of operations may vary significantly from quarter to quarter and from year to year based on the timing and popularity of film releases.

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Movie Screens

The following table provides detail with respect to Premium Large Format (“PLF”) screens (IMAX®, Dolby Cinema^TM, SCREENX, 4DX, in-house), XL screens, 3D enabled screens, premium seating, and our enhanced food and beverage offerings as deployed throughout our circuit as of March 31, 2026 and March 31, 2025:


	U.S. Markets		International Markets		Consolidated
	As of March 31,		As of March 31,		As of March 31,
Format	2026	2025	2026	2025	2026	2025
Number of theatres:
IMAX®	185	182	39	35	224	217
Dolby Cinema™ theatres	174	167	7	7	181	174
In-house PLF	74	59	80	79	154	138
Dine-in	28	48	3	3	31	51
Premium seating	367	364	90	85	457	449
XL screens	47	—	75	58	122	58
SCREENX	2	—	6	6	8	6
4DX	2	—	—	—	2	—
3D enabled	520	528	248	261	768	789
Number of screens:
IMAX®	186	183	39	35	225	218
Dolby Cinema™ theatres	174	167	7	7	181	174
In-house PLF	78	59	83	82	161	141
Dine-in	334	666	13	13	347	679
Premium seating	3,650	3,614	651	604	4,301	4,218
XL screens	76	—	92	65	168	65
SCREENX	2	—	6	6	8	6
4DX	2	—	—	—	2	—
3D enabled	2,770	2,828	916	1,038	3,686	3,866

Loyalty Programs and Other Marketing

As of March 31, 2026, we had a combined total of approximately 39.4 million member households enrolled in our AMC Stubs® A-List, AMC Stubs Premiere™, AMC Stubs Premiere GO!, and AMC Stubs Insider™ programs (collectively, “AMC Stubs”). During the three months ended March 31, 2026, our AMC Stubs members represented approximately 51.5% of AMC U.S. markets attendance.

We currently have approximately 20 million total members in our various international loyalty & subscription programs.

See “Item 1. Business” in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional discussion and information of our screens, seating concepts, amenities, loyalty programs and other marketing initiatives.

Holders of Shares

As of March 31, 2026, there were 605,223,095 shares of our Common Stock outstanding. Of those outstanding shares, approximately 2.7 million shares (or 0.4%) were held by 13,934 registered holders with our transfer agent and approximately 602.5 million (or 99.6%) were held by Cede & Co on behalf of the Depository Trust & Clearing Corporation, commonly referred to as held in “street name” for beneficial holders owning shares through bank or brokerage accounts.

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Critical Accounting Estimates

For a discussion of our critical accounting policies and the means by which we develop estimates therefore, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Significant Events—For the Three Months Ended March 31, 2026

Share Issuances. During the three months ended March 31, 2026, we issued shares through an “at-the-market offering.” The below table summarizes the activity of the “at-the-market” offering.


(In millions)	March 31, 2026
Shares issued through at-the-market offering		55.2
At-the-market offering gross proceeds	$	64.7
Sales agent fees paid	$	1.3
Other third-party issuance costs incurred	$	0.6
Other third-party issuance costs paid	$	—

See Note 6—Stockholders’ Deficit in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for further information on the share issuances.

Hycroft. On February 5, 2026, the Company exercised its remaining warrants to purchase 1,000,824 common shares of Hycroft on a cashless basis and received 765,440 common shares of Hycroft. During the three months ended March 31, 2026, we sold 700,000 common shares of Hycroft for $29.7 million. As of March 31, 2026, we held 129,478 remaining common shares of Hycroft. We recorded realized and unrealized gains related to our investments in Hycroft in investment income of $(18.0) million during the three months ended March 31, 2026.

Significant Events—For the Three Months Ended March 31, 2025

Share Issuances. During the three months ended March 31, 2025, we were paid $108.7 million as initial gross cash proceeds associated with the establishment of forward positions for 30.0 million shares of Common Stock. The valuation period related to the forward positions ended on March 17, 2025 with no additional payment owed to the Company.

Additionally, during the three months ended March 31, 2025, we issued shares through an “at-the-market offering.” The below table summarizes the activity of the “at-the-market” offering during the three months ended March 31, 2025:


(In millions)	March 31, 2025
Shares issued through at-the-market offering		17.1
At-the-market offering gross proceeds	$	63.0
Sales agent fees paid	$	0.6
Other third-party issuance costs incurred	$	0.3
Other third-party issuance costs paid	$	1.5

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Operating Results

The following table sets forth our consolidated revenues, operating costs and expenses:


		Three Months Ended
(In millions)		March 31, 2026			March 31, 2025			% Change
Revenues
Admissions		$	578.4		$	473.5		22.2	%
Food and beverage			347.3			283.4		22.5	%
Other theatre			119.7			105.6		13.4	%
Total revenues			1,045.4			862.5		21.2	%
Operating Costs and Expenses
Film exhibition costs			255.6			204.8		24.8	%
Food and beverage costs			66.4			57.2		16.1	%
Operating expense, excluding depreciation and amortization below			407.3			393.2		3.6	%
Rent			224.1			218.1		2.8	%
General and administrative:
Merger, acquisition and other costs			1.1			3.0		(63.3)	%
Other, excluding depreciation and amortization below			60.9			56.0		8.8	%
Depreciation and amortization			75.7			76.1		(0.5)	%
Operating costs and expenses			1,091.1			1,008.4		8.2	%
Operating loss			(45.7)			(145.9)		(68.7)	%
Other expense, net:
Other income			(52.4)			(58.8)		(10.9)	%
Interest expense:
Corporate borrowings			119.9			109.0		10.0	%
Finance lease obligations			1.5			1.2		25.0	%
Non-cash NCM exhibitor service agreement			18.5			8.9		*	%
Investment income

AMC ENTERTAINMENT HOLDINGS, INC. 10-Q