AMC Networks Announces Effectiveness of Amendments to its 10.50% Senior Secured Notes due 2032 and Extension of Consent Solicitation

Rhea-AI Summary

AMC Networks (Nasdaq: AMCX) announced that holders of its 10.50% Senior Secured Notes due 2032 provided Requisite Consents and the company executed a first supplemental indenture to implement amendments.

Key items: ~94% consents received, buyback authority increased to $50,000,000, trademark license rule narrowed, investment restrictions tightened, and the consent solicitation extended to March 6, 2026 at 5:00 p.m. ET.

Positive

• Holders delivered approximately 94% of consents by Feb 23, 2026
• Amendment permits equity buybacks up to $50,000,000
• Company executed a first supplemental indenture effective Feb 23, 2026

Negative

• Amendments restrict transfers to non-exclusive trademark licenses only
• Amendments narrow permitted investments in unrestricted subsidiaries
• Amendments only become operative after payment of the Consent Fee

Key Figures

Equity buyback capacity: $50,000,000 Coupon rate: 10.50% Consents received: 94% +2 more

5 metrics

Equity buyback capacity $50,000,000 Maximum aggregate equity repurchases allowed under amended restricted payments covenant

Coupon rate 10.50% Senior Secured Notes due 2032 referenced in the amendments

Consents received 94% Approximate share of outstanding Notes delivering valid, unrevoked consents

Expiration Time 5:00 p.m. on March 6, 2026 Extended deadline for the consent solicitation, subject to change

Effective Time reference 3:00 p.m. on Feb 23, 2026 Time by which consents were tallied for effectiveness of amendments

Market Reality Check

Price: $7.77 Vol: Volume 519,525 is in line...

normal vol

$7.77 Last Close

Volume Volume 519,525 is in line with 20-day average 513,742 (relative activity 1.01x). normal

Technical Price $7.77 is trading slightly above the 200-day MA at $7.51 and about 24.38% below the 52-week high.

Peers on Argus

AMCX was down while peers were mixed: AENT +1.72%, HUYA +2.60%, but MCS -3.24%, ...

AMCX was down while peers were mixed: AENT +1.72%, HUYA +2.60%, but MCS -3.24%, RSVR -1.58%, PLAY -0.66%, and no peers flagged in momentum scanners, suggesting a stock-specific move.

Historical Context

5 past events · Latest: Feb 12 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 12	Debt consent launch	Neutral	-2.3%	Launched consent solicitation to amend 10.50% Senior Secured Notes due 2032.
Feb 11	Earnings results	Negative	-2.3%	Full-year 2025 revenues down 4.5% with impairments offset by solid free cash flow.
Jan 28	Earnings date set	Neutral	-0.6%	Announced date and call details for Q4 and full-year 2025 results.
Jan 22	Management change	Neutral	+0.1%	CFO Patrick O’Connell to depart after helping with year-end earnings transition.
Nov 07	Quarterly earnings	Neutral	+3.7%	Q3 2025 results with lower revenues and income but growing streaming and debt reduction.

Pattern Detected

Recent news has often coincided with modest negative price reactions, except for the Q3 2025 earnings release, which saw a positive move.

Recent Company History

This announcement follows the Feb 12 consent solicitation to amend the 10.50% Senior Secured Notes due 2032, including capacity for up to $50,000,000 in equity buybacks. Recent filings show AMC Networks reporting full-year 2025 net revenues of $2.31 billion with solid free cash flow, alongside a strategic shift toward streaming and multiple debt and credit-agreement adjustments. The new effectiveness of note amendments and extended consent timeline continue this balance-sheet and capital-allocation focus, building directly on the earlier February debt actions.

Market Pulse Summary

This announcement confirms effective amendments to AMC Networks’ 10.50% Senior Secured Notes due 203...

Analysis

This announcement confirms effective amendments to AMC Networks’ 10.50% Senior Secured Notes due 2032 and extends the consent deadline. The changes allow up to $50,000,000 in equity buybacks while tightening controls on trademarks and unrestricted subsidiary investments. Combined with earlier debt repurchases and credit-agreement changes, it underscores an ongoing focus on capital structure. Investors may watch future disclosures on buyback activity, debt levels, and streaming growth to assess the impact of this added flexibility.

Key Terms

senior secured notes, indenture, restricted payments, unrestricted subsidiaries, +4 more

8 terms

senior secured notes financial

"holders of its existing 10.50% Senior Secured Notes due 2032 (the “Notes”)"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

indenture regulatory

"effectiveness of amendments to the indenture governing the Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

restricted payments financial

"amend the covenant that limits restricted payments in order to permit buybacks"

Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.

unrestricted subsidiaries financial

"transfers or licenses of certain trademarks to unrestricted subsidiaries"

A company’s unrestricted subsidiaries are units that the parent treats as legally separate and does not bind to its debt covenants or other lender-imposed rules. Think of them as rooms in a house the owner can renovate or rent out without asking mortgage lenders; that freedom can let the parent pursue opportunities but can also shift risk away from creditors and change the parent’s reported leverage, so investors watch them for hidden liabilities and impacts on credit protection.

consent solicitation financial

"extension of its solicitation of consents (“Consents”) from the holders of the Notes"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

consent fee financial

"will not become operative until the Company notifies the trustee ... that the Consent Fee ... has been paid"

A consent fee is a payment made to creditors, bondholders or counterparties in exchange for their formal approval of a change to an existing agreement, such as a loan amendment, covenant waiver, or restructuring term. It matters to investors because it is a real cost that can indicate financial stress, affects company cash flow and creditor relations, and signals how willing lenders are to accept altered terms — like paying neighbors to agree to a change in a shared fence.

solicitation agent financial

"J.P. Morgan Securities LLC, the Solicitation Agent for the Consent Solicitation"

A solicitation agent is a professional firm or person hired to gather and submit votes, approvals, or consents from shareholders or creditors for a corporate action such as a merger, takeover, restructuring, or consent solicitation. Think of them like a campaign manager who organizes outreach, collects ballots and ensures rules are followed; their work can sway outcomes, affect timing and costs, and raise questions about impartiality that investors should notice.

supplemental indenture regulatory

"entered into a first supplemental indenture to the indenture governing the Notes"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

AI-generated analysis. Not financial advice.

NEW YORK, Feb. 23, 2026 (GLOBE NEWSWIRE) -- AMC Networks Inc. (“AMC Networks” or the “Company”) (Nasdaq: AMCX) announced today the receipt of Requisite Consents (as defined below) from holders of its existing 10.50% Senior Secured Notes due 2032 (the “Notes”) and the effectiveness of amendments to the indenture governing the Notes to (1) amend the covenant that limits restricted payments in order to permit buybacks, purchases, redemptions, retirements or other acquisitions of AMC Networks Inc.’s equity interests in an aggregate amount not to exceed $50,000,000; (2) revise the covenant that limits transfers or licenses of certain trademarks to unrestricted subsidiaries to only permit transfers of non-exclusive licenses; and (3) restrict investments in unrestricted subsidiaries made pursuant to the definition of “Permitted Investments” to certain specified clauses in such definition (the “Amendments”).

The Company also announced today the extension of its solicitation of consents (“Consents”) from the holders of the Notes to the Amendments.

The consent solicitation (the “Consent Solicitation”) is being made solely on the terms and subject to the conditions set forth in the consent solicitation statement dated February 12, 2026 (the “Consent Solicitation Statement”), copies of which have been made available to holders of the Notes. Holders of the Notes should carefully read the Consent Solicitation Statement before deciding whether to consent to the Amendments.

In order to approve the Amendments, the Consents of at least a majority in aggregate principal amount of the then outstanding Notes (other than the Notes beneficially owned by the Company or its affiliates) voting as a single class (the “Requisite Consents”) were required to be received. As of 3:00 p.m., New York City time, on February 23, 2026, according to information received by D.F. King & Co., Inc., the Information, Tabulation and Paying Agent for the Consent Solicitation, holders of approximately 94% in aggregate principal amount of the outstanding Notes had validly delivered and not validly revoked their Consents. Following receipt of the Requisite Consents, on February 23, 2026, the Company entered into a first supplemental indenture to the indenture governing the Notes to give effect to the Amendments, provided that the Amendments will not become operative until the Company notifies the trustee for the Notes that the Consent Fee (as defined in the Consent Solicitation Statement) has been paid. Since the Effective Time (as defined in the Consent Solicitation Statement) occurred upon the execution of the first supplemental indenture, consents (whether previously or hereafter delivered) with respect to the Notes may not be revoked.

The expiration time (the “Expiration Time”) and the Consent Payment Eligibility Time (as defined in the Consent Solicitation Statement) for the Consent Solicitation are both being extended to 5:00 p.m., New York City time, on March 6, 2026, unless further extended or earlier terminated by the Company.

Except as described above, all other terms and conditions of the Consent Solicitation as set forth in the Consent Solicitation Statement remain unchanged and in effect. Holders of the Notes who have validly delivered their consents with respect to the Amendments do not need to deliver new consents or take any other action in response to this announcement in order to consent to the Amendments.

The Consent Solicitation is conditioned upon the satisfaction of certain conditions set forth in the Consent Solicitation Statement. The Company may generally waive any such condition, in its sole discretion, at any time with respect to the Consent Solicitation.

This press release is not a solicitation of consents with respect to the Notes and does not set forth all of the terms and conditions of the Consent Solicitation.

This press release is not an offer to sell or purchase, or a solicitation of an offer to sell or purchase, any other securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.

Any inquiries regarding the Consent Solicitation may be directed to D.F. King & Co., Inc., the Information, Tabulation and Paying Agent for the Consent Solicitation, at amcx@dfking.com or (646) 989-1649 (collect) or (800) 967-7510 (toll free), or to J.P. Morgan Securities LLC, the Solicitation Agent for the Consent Solicitation, at (212) 834-3554 (collect) or (866) 834-4666 (toll free).

About AMC Networks

AMC Networks (Nasdaq: AMCX) is home to many of the greatest stories and characters in TV and film and the premier destination for passionate and engaged fan communities around the world. The Company creates and curates celebrated series and films across distinct brands and makes them available to audiences everywhere. Its portfolio includes targeted streaming services AMC+, Acorn TV, Shudder, Sundance Now, ALLBLK, HIDIVE and All Reality; cable networks AMC, BBC AMERICA (which includes U.S. distribution and sales responsibilities for BBC News), IFC, SundanceTV and We TV; and film distribution labels Independent Film Company and RLJE Films. The Company also operates AMC Studios, its in-house studio, production and distribution operation behind acclaimed and fan-favorite original franchises including The Walking Dead Universe and the Anne Rice Immortal Universe; and AMC Networks International, its international programming business.

This press release may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the timing, terms and completion of the Consent Solicitation. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors, including financial community and rating agency perceptions of the Company and its business, operations, financial condition and the industries in which it operates and the factors described in the Company’s filings with the Securities and Exchange Commission, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. The Company disclaims any obligation to update any forward-looking statements contained herein.

Contacts

Investor Relations Nicholas Seibert nicholas.seibert@amcnetworks.com

Corporate Communications Georgia Juvelis georgia.juvelis@amcnetworks.com

FAQ

How many AMCX 10.50% notes holders consented to the amendments as of Feb 23, 2026?

Approximately 94% of outstanding Notes had validly delivered consents by Feb 23, 2026. According to the company, D.F. King recorded about 94% in aggregate principal amount, satisfying the Requisite Consents threshold to adopt the amendments.

What does the $50,000,000 buyback allowance mean for AMCX shareholders?

The amendment permits buybacks of up to $50,000,000 of equity interests under the restricted payments covenant. According to the company, this change legally enables repurchases but requires board action and available cash to execute share repurchases.

When will the amendments to AMCX notes become operative and enforceable?

The supplemental indenture was executed on Feb 23, 2026, but amendments become operative only after the Consent Fee is paid. According to the company, the trustee will be notified once the Consent Fee payment condition is satisfied.

What trademark and investment restrictions changed for AMCX under the amendments?

Amendments limit trademark transfers to non-exclusive licenses and narrow permitted investments in unrestricted subsidiaries. According to the company, the changes tighten asset-transfer flexibility and constrain certain investment clauses in the notes definition.

How long is the AMCX consent solicitation extended and what are the key dates?

The Consent Solicitation expiration and Consent Payment Eligibility Time are extended to 5:00 p.m. ET on March 6, 2026. According to the company, the solicitation may be further extended or terminated earlier at the company's discretion.