AMC

AMC issued 12,421,152 shares of Class A common stock on May 12, 2026, to holders of the Senior Secured Exchangeable Notes due 2030 issued by subsidiary Muvico, LLC, in exchange for the remaining $13.6 million aggregate principal amount of those notes, which were subsequently cancelled; the shares were issued unregistered under Securities Act exemptions 3(a)(9) and 4(a)(2).

Q1 2026 total revenues rose 21.2% year-over-year to $1.045 billion, with admissions up 22.2% to $578.4 million and food and beverage up 22.5% to $347.3 million, both driven by a 13.6% attendance increase to 47.6 million patrons. The content slate improved materially versus a weak Q1 2025 comparison, lifting average screens slightly and demonstrating that box office recovery, not circuit expansion, is the primary lever: screen count actually fell from 9,725 to 9,607. Premium format buildout continues, with IMAX screens up to 225, Dolby Cinema to 181, and in-house PLF to 161, all of which carry higher per-cap economics and support food and beverage attach rates. Operating loss narrowed sharply from $145.9 million to $45.7 million, a 69% improvement, as operating expense and rent grew only 3.6% and 2.8% respectively against the 21% revenue surge, showing meaningful operating leverage. Film exhibition costs grew 24.8%, slightly outpacing admissions revenue growth, reflecting a stronger film mix with higher studio rental rates, but food and beverage costs grew only 16.1% against 22.5% revenue growth, expanding that segment's contribution margin. Consolidated Adjusted EBITDA reached $38.3 million versus a deeply negative prior-year period, though the net loss of $117.1 million reflects $119.9 million of cash interest on corporate borrowings plus a $18.5 million non-cash NCM exhibitor service agreement charge, meaning interest expense alone consumes more than the operating improvement. Liquidity remains the central risk: cash ended Q1 at $339.2 million unrestricted, down from $477.3 million at year-start, with operating cash outflow of $128.5 million for the quarter and capital expenditures of $46.2 million partially offset by $63.4 million in ATM equity proceeds and $29.7 million from Hycroft share sales. Management explicitly states revenues must recover to at least pre-COVID levels to generate net positive operating cash flow, and flags that failure to achieve that trajectory would require additional external financing, with an in-court or out-of-court restructuring and likely total equity loss as the stated fallback. The 2025 and 2024 Refinancing Transactions extended near-term maturities but added structural complexity via exchangeable notes with dilution risk, PIK interest accruing at the Muvico subsidiary level ($15.4 million this quarter alone), and covenant restrictions that limit operational flexibility. Macro and industry risks cited include tariff-driven production cost increases, continued studio experimentation with theatrical windows, and broader consumer discretionary pressure, all of which could prevent the attendance trajectory needed to close the gap to sustainable free cash flow generation.

AMC reported Q1 2026 financial results (quarter ended March 31, 2026) via an earnings press release furnished as Exhibit 99.1; no specific financial figures are included in the 8-K body itself, only the release attachment.

Holders of all $155.8 million aggregate principal of Muvico LLC's Senior Secured Exchangeable Notes due 2030 delivered voluntary exchange notices on May 4, 2026, triggering AMC's issuance of approximately 142 million total shares of Class A common stock (129.7 million settling May 5 and 12.4 million pending ownership limitation clearance) in full cancellation of the notes, representing a significant debt-to-equity conversion that dilutes existing shareholders.

Odeon Finco PLC, AMC's UK subsidiary, closed a $425M term loan facility maturing April 2031 at a fixed 10.50% rate, using the proceeds to fully redeem its outstanding 12.750% Senior Secured Notes due 2027 — effectively refinancing expensive near-term debt at a lower rate and extending maturity five years. AMC provided an unsecured parent guarantee on the Odeon term loans, and separately amended its Muvico Credit Agreement to align covenants with the new Odeon facility.

AMC and its subsidiary Odeon Finco PLC extended the commitment termination date on Deutsche Bank's $425 million senior secured credit facility commitment letter from April 6 to April 20, 2026, solely to allow additional time to finalize documentation and close the refinancing of Odeon's existing 12.750% Senior Secured Notes due 2027.

AMC issued 15,378,194 shares of Class A common stock on March 23, 2026 as consent fees paid to noteholders who approved amendments to the indentures governing Muvico, LLC's 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 and Senior Secured Exchangeable Notes due 2030; a prospectus supplement was simultaneously filed to register those shares for resale, with AMC receiving no proceeds.

AMC filed a prospectus supplement to its existing S-3 shelf registration to register the resale of 17,739,549 shares of Class A common stock by selling stockholders; AMC receives no proceeds from these sales.

AMC entered into a commitment letter with Deutsche Bank for a new $425M senior secured credit facility at Odeon Finco PLC, structured as a term loan due 2031 at a fixed 10.50% interest rate with 2% OID, intended to refinance Odeon's existing 12.750% Senior Secured Notes due 2027 and extend maturities at lower cost; AMC simultaneously abandoned its previously announced senior notes offering and new term loan at the parent level in favor of this Odeon-level transaction, with closing expected by April 6, 2026.

AMC and its subsidiary Muvico, LLC entered into a supplemental indenture on February 24, 2026 amending the indenture governing Muvico's Senior Secured Notes due 2029, subordinating any future security interests in Odeon Group assets to certain existing and newly announced debt — effectively junior-lienifying Odeon collateral for the 2029 Notes to accommodate the new debt offerings AMC announced the prior day.