AMC 8-K
Amc Entertainment Holdings, Inc. (AMC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The disclosure set forth in Item 8.01 of this Current Report on Form 8-K under the heading “Redemption of Senior Subordinated Notes” is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On June 25, 2026, AMC Entertainment Holdings, Inc. (the “Company”) issued a press release announcing that it had completed its previously disclosed registered direct offering (the “Offering”). The full text of the press release is incorporated by reference as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K, and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
Redemption of Senior Subordinated Notes
Concurrently with the completion of the Offering, on June 24, 2026, the Company delivered a notice of full redemption (the “Notice”) to holders of its $125,471,000 aggregate principal amount of 6.125% Senior Subordinated Notes due 2027 (the “Senior Subordinated Notes”) to redeem the Senior Subordinated Notes in full at a redemption price equal to 100.000% of the principal amount of the Senior Subordinated Notes, plus accrued and unpaid interest, if any, to the applicable redemption date (the “Redemption”).
This Current Report on Form 8-K does not constitute a notice of redemption of the Senior Subordinated Notes. Information concerning the terms and conditions of the Redemption is described in the Notice distributed to holders of the Senior Subordinated Notes by the trustee under the indenture governing the Senior Subordinated Notes.
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Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In many cases, these forward-looking statements may be identified by the use of words such as “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “indicates,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions. Examples of forward-looking statements include statements the Company makes regarding impacts of the industry box office in North America and European industry attendance, the Company’s expected revenue, net loss, capital expenditures, diluted loss per share, Adjusted EBITDA and estimated cash and cash equivalents, the potential for sustained growth, the Company’s cash generation potential, the potential for further debt equitization, the ability to achieve the Company’s AMC Go Plan, the Company’s financial runway and the continued box office recovery as well as the future box office outlook, including with respect to the full year 2026, the use of proceeds from the Offering, changing market dynamics, capitalizing on opportunities to further strengthen AMC’s balance sheet and the Redemption. Any forward-looking statement speaks only as of the date on which it is made. These forward-looking statements may include, among other things, statements related to AMC’s current expectations regarding the performance of its business, financial results, liquidity and capital resources and are based on information available at the time the statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks, trends, uncertainties and other facts that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks, trends, uncertainties and facts include, but are not limited to: the sufficiency of AMC’s existing cash and cash equivalents and available borrowing capacity; AMC’s ability to obtain additional liquidity, which if not realized or insufficient to generate the material amounts of additional liquidity that will be required unless it is able to achieve more normalized levels of operating revenues, likely would result with AMC seeking an in-court or out-of-court restructuring of its liabilities; the effectiveness of the refinancing transactions completed in the third quarter of 2025 and the ability to further equitize existing debt; increased use of alternative film delivery methods or other forms of entertainment; the continued recovery of the North American and international box office; AMC’s significant indebtedness, including its ability to meet its covenants and limitations on AMC's ability to take advantage of certain business opportunities imposed by such covenants; shrinking exclusive theatrical release windows; the seasonality of AMC’s revenue and working capital; intense competition in the geographic areas in which AMC operates; risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges; motion picture production, promotion, marketing, and performance including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content and choice of distributors to release fewer feature-length films as a result of the additional financial burden imposed by tariffs; the use of artificial intelligence (“AI”) technology in the filmmaking process and audience acceptance of movies made utilizing AI technology; general and international economic, political, regulatory and other risks, including but not limited to rising interest rates; AMC’s lack of control over distributors of films; limitations on the availability of capital, including on the authorized number of Common Stock; dilution of voting power caused by recent sales of Common Stock and through the issuance of Common Stock underlying Muvico, LLC’s exchangeable notes and the issuance of preferred stock; AMC’s ability to achieve expected synergies, benefits and performance from its strategic initiatives; AMC’s ability to refinance its indebtedness on favorable terms; AMC’s ability to optimize its theatre circuit; AMC’s ability to recognize interest deduction carryforwards, net operating loss carryforwards, and other tax attributes to reduce future tax liability; supply chain disruptions, labor shortages, increased cost and inflation; and other factors discussed in the reports AMC has filed with the SEC. Should one or more of these risks, trends, uncertainties, or facts materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by the forward-looking statements contained herein. Accordingly, the Company cautions you against relying on forward-looking statements, which speak only as of the date they are made.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release, dated June 25, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMC ENTERTAINMENT HOLDINGS, INC. | ||
| Date: June 25, 2026 | By: | /s/ Edwin F. Gladbach |
| Name: Edwin F. Gladbach | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
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Exhibit 99.1
 |
INVESTOR
RELATIONS:
MEDIA
CONTACTS: |
FOR IMMEDIATE RELEASE
AMC ENTERTAINMENT HOLDINGS, INC. ANNOUNCES
CLOSING OF $200 MILLION REGISTERED DIRECT OFFERING OF COMMON STOCK
LEAWOOD, KANSAS - (June 25, 2026) -- AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC” or “the Company”), announced today that it closed its previously announced registered direct offering of an aggregate of 95,250,000 shares of AMC common stock for gross proceeds of approximately $200 million (the “Offering”), before deducting agent fees and offering expenses.
AMC intends to use the proceeds from the Offering primarily to immediately call and soon thereafter redeem all of its $125,471,000 aggregate principal amount of 6.125% Senior Subordinated Notes due 2027. As a result, AMC does not anticipate any material debt principal repayments coming due prior to calendar year 2029.
In addition, the proceeds will serve to pay related fees, costs, premiums and expenses associated with the Offering and the Senior Subordinated Notes redemption, as well as for general corporate purposes, which may include the repayment of other debt. The remainder of the proceeds will go toward the strengthening of AMC's cash reserves, and of great importance, to growth-oriented investments in our theatres implemented and in place as soon as this autumn. While still evidencing discipline in our capital expenditures process, these targeted high-return projects will further enhance and elevate the moviegoing experience at some of AMC's already-higher grossing theatres.
Commenting on the successful completion of the Offering, Adam Aron, Chairman and CEO of AMC Entertainment, said, “We are extremely pleased with the institutional investor interest in and support of AMC that we believe is reflected in this transaction. The successful completion of this Offering provides AMC with approximately $200 million of gross proceeds, meaningfully strengthens our balance sheet and cash position, and allows AMC to make some attractive growth-oriented investments as soon as this autumn at some of our already higher-grossing theatres.”
Aron continued, “Specifically, with these proceeds, we expect to repay all $125.5 million of our Senior Subordinated Notes due in 2027, reducing debt, lowering annual cash interest expense by approximately $7.7 million, and improving AMC's debt profile with no currently expected maturities until calendar year 2029. At the same time, the Offering increases our cash reserves. We also can immediately commence a few targeted, high-return investments in seating upgrades and more premium screens at some of our most important theatres that will further differentiate the guest experience that distinguishes AMC.”
Aron concluded, “Throughout 2026, the theatrical business has been experiencing exceptional momentum with broad-based audience demand across multiple film genres. Just this past weekend, of course, TOY STORY 5 became the seventh different film in the past three months to generate a domestic opening weekend gross exceeding $75 million. When we look at the movies coming to our theatres in July, across the summer and towards year-end, in our opinion, the number of movies expected to open with a strong consumer response is sure to increase markedly. Taken together, our improved financial position and a considerably improved box office performance reinforce our confidence in AMC's growth trajectory.”
Roth Capital Partners served as the sole placement agent for the Offering.
The shares described above were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-293291), originally filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2026. The Offering was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the Offering was filed with the SEC and is available on the SEC’s website at www.sec.gov. Electronic copies may be obtained when available, from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by email at [email protected], or by accessing the SEC’s website, www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About AMC Entertainment Holdings, Inc.
AMC is the largest movie exhibition company in the United States, the largest in Europe and the largest throughout the world with approximately 850 theatres and 9,600 screens across the globe. AMC has propelled innovation in the exhibition industry by: deploying its Signature power-recliner seats; delivering enhanced food and beverage choices; generating greater guest engagement through its loyalty and subscription programs, website, and mobile apps; offering premium large format experiences and playing a wide variety of content including the latest Hollywood releases and independent programming. For more information, visit www.amctheatres.com.
Website Information
This press release, along with other news about AMC, is available at www.amctheatres.com. We routinely post information that may be important to investors in the Investor Relations section of our website, www.investor.amctheatres.com. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD, and we encourage investors to consult that section of our website regularly for important information about AMC. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document. Investors interested in automatically receiving news and information when posted to our website can also visit www.investor.amctheatres.com to sign up for email alerts.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In many cases, these forward-looking statements may be identified by the use of words such as “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “indicates,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions. Examples of forward-looking statements include statements the Company makes regarding impacts of the industry box office in North America and European industry attendance, the Company’s expected revenue, net loss, capital expenditures, diluted loss per share, Adjusted EBITDA and estimated cash and cash equivalents, the potential for sustained growth, the Company’s cash generation potential, the potential for further debt equitization, the ability to achieve the Company’s AMC Go Plan, the Company’s financial runway and the continued box office recovery as well as the future box office outlook, including with respect to the full year 2026, the use of proceeds from the Offering, changing market dynamics and capitalizing on opportunities to further strengthen AMC’s balance sheet. Any forward-looking statement speaks only as of the date on which it is made. These forward-looking statements may include, among other things, statements related to AMC’s current expectations regarding the performance of its business, financial results, liquidity and capital resources and are based on information available at the time the statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks, trends, uncertainties and other facts that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks, trends, uncertainties and facts include, but are not limited to: the sufficiency of AMC’s existing cash and cash equivalents and available borrowing capacity; AMC’s ability to obtain additional liquidity, which if not realized or insufficient to generate the material amounts of additional liquidity that will be required unless it is able to achieve more normalized levels of operating revenues, likely would result with AMC seeking an in-court or out-of-court restructuring of its liabilities; the effectiveness of the refinancing transactions completed in the third quarter of 2025 and the ability to further equitize existing debt; increased use of alternative film delivery methods or other forms of entertainment; the continued recovery of the North American and international box office; AMC’s significant indebtedness, including its ability to meet its covenants and limitations on AMC's ability to take advantage of certain business opportunities imposed by such covenants; shrinking exclusive theatrical release windows; the seasonality of AMC’s revenue and working capital; intense competition in the geographic areas in which AMC operates; risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges; motion picture production, promotion, marketing, and performance including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content and choice of distributors to release fewer feature-length films as a result of the additional financial burden imposed by tariffs; the use of artificial intelligence (“AI”) technology in the filmmaking process and audience acceptance of movies made utilizing AI technology; general and international economic, political, regulatory and other risks, including but not limited to rising interest rates; AMC’s lack of control over distributors of films; limitations on the availability of capital, including on the authorized number of AMC common stock; dilution of voting power caused by recent sales of AMC common stock and through the issuance of AMC common stock underlying Muvico LLC’s exchangeable notes and the issuance of preferred stock; AMC’s ability to achieve expected synergies, benefits and performance from its strategic initiatives; AMC’s ability to refinance its indebtedness on favorable terms; AMC’s ability to optimize its theatre circuit; AMC’s ability to recognize interest deduction carryforwards, net operating loss carryforwards, and other tax attributes to reduce future tax liability; supply chain disruptions, labor shortages, increased cost and inflation; and other factors discussed in the reports AMC has filed with the SEC. Should one or more of these risks, trends, uncertainties, or facts materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by the forward-looking statements contained herein. Accordingly, the Company cautions you against relying on forward-looking statements, which speak only as of the date they are made.
Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. For a detailed discussion of risks, trends and uncertainties facing AMC, see the section entitled “Risk Factors” and elsewhere in the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as the Company’s other filings with the SEC, copies of which may be obtained by visiting the Company’s Investor Relations website at investor.amctheatres.com or the SEC’s website at www.sec.gov.
AMC does not intend, and undertakes no duty, to update any information contained herein to reflect future events or circumstances, except as required by applicable law.
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