AMC ENTERTAINMENT HOLDINGS, INC. (AMC)

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

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Forward-Looking Statements

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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:

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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The following discussion relates to the consolidated audited financial statements of AMC included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements. Please see “Forward-Looking Statements” and “Risk Factors” in Part I on this Annual Report on Form 10-K for a discussion of the risks, uncertainties and assumptions relating to these statements. See Note 1—The Company and Significant Accounting Policies in Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for information regarding the Company’s significant accounting policies.

Overview

AMC is the world’s largest theatrical exhibition company and an industry leader in innovation and operational excellence. As of December 31, 2025 we operated in 11 countries including the United States and 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 December 31, 2025, we owned, operated or had interests in 855 theatres and 9,640 screens.

Significant Events—For the Year Ended December 31, 2025

2025 Debt Refinancing and Additional Share Authorization. During the year ended December 31, 2025, we completed a series of refinancing transactions with certain holders of our Existing 7.5% Notes, certain holders of the Existing Exchangeable Notes, and certain lenders of our term loans outstanding under our credit agreement. Additionally, at the 2025 Annual Meeting of Stockholders held on December 10, 2025, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of the Company’s Common Stock from 550,000,000 to 1,100,000,000 shares of Common Stock. The increase in authorized shares allows for, among other things, the potential conversion of the Company’s New Exchangeable Notes that were issued as part of the refinancing transactions. See Note 7—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information regarding these transactions.

NCM ESA Amendment. On April 17, 2025, NCM (as defined herein) entered into the Amended ESA (as defined herein) with the Company. The term of the Amended ESA has been extended by five years through February 13, 2042. We treated the Amended ESA as a contract modification pursuant to ASC 606 – Revenue from Contracts with Customers. Accordingly, we have 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. Concurrently with entering into the Amended ESA, NCM and the Company reached an agreement to, among other things, dismiss with prejudice the ongoing litigation between the parties.

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Shares Issuances. During the year ended December 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.

Additionally, during the year ended December 31, 2025, we issued shares of Common Stock through an “at-the-market” offering. The below table summarizes the activity of the “at-the-market offering”:

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See Note 8—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information on the share issuances.

Significant Events—For the Year Ended December 31, 2024

Debt Repurchases and Exchanges. The table below summarizes the various cash debt repurchase transactions, debt for equity exchange transactions, and cash and debt for equity exchange transactions that occurred during the year ended December 31, 2024. The debt for equity transactions were treated as early extinguishments of debt. In accordance with ASC 470-50-40-3, the reacquisition price of the extinguished debt was determined to be the fair value of the Common Stock exchanged. See Note 7—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information on these transactions.

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Vendor Dispute. On January 26, 2024, we executed an agreement to collect $37.5 million as resolution of a dispute with a vendor. The proceeds, net of legal costs, were recorded to other income during the year ended December 31, 2024. The relationship with the vendor has been restored and remains in good standing.

Share Issuances. During the year ended December 31, 2024, we raised gross proceeds of $261.8 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $6.4 million and $1.9 million, respectively, through our at-the-market offerings of approximately 75.5 million shares of our Common Stock. We paid $0.8 million of other third-party issuance costs during the year ended December 31, 2024.

Additionally, we entered into forward transactions to sell 30.0 million shares of our Common Stock. During December 2024, we were paid $0.01 per share for the par value of the forward shares totaling $0.3 million. See Note 8—Stockholder’s Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information.

2024 Refinancing Transactions. During the year ended December 31, 2024, we completed a series of transactions to refinance $1,895.0 million aggregate principal amount of our senior secured term loans maturing in 2026 (“Term Loans due 2026”) and $518.6 million of our Second Lien Notes. As part of the transactions, we issued $2,024.3 million aggregate principal amount of the New Term Loans (as defined herein) and $414.4 million aggregate principal of Existing Exchangeable Notes. The repurchases of the Second Lien Notes were accounted for as extinguishments and resulted in a loss on extinguishment of $61.2 million. See the Liquidity and Capital Resources section below and Note 7—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further information on these transactions.

Special Awards. On February 22, 2024, the compensation committee of AMC’s Board approved modification of the performance goals applicable to all 2023 Tranche Year PSU awards. This was accounted for as a modification to the 2023 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both targets. This modification resulted in the immediate additional vesting of 478,055 2023 Tranche Year PSUs (21,829 cash settled units and 456,226 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 year ended December 31, 2024, the Company recognized $2.1 million of stock compensation expense related to these awards.

Significant Events—For the Year Ended December 31, 2023

For a discussion of significant events for the year ended December 31, 2023, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024, which is incorporated herein by reference.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). In connection with the preparation of our financial statements, we are required to make a

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