AMC Entertainment (NYSE: AMC) registers resale of 15.4M issued shares

Rhea-AI Filing Summary

AMC Entertainment Holdings, Inc. filed a prospectus supplement to its shelf registration statement registering the resale of up to 15,378,194 shares of Class A common stock. These shares were issued on March 23, 2026 to certain selling stockholders as consent fees for amendments to indentures governing Muvico, LLC’s senior secured exchangeable notes due 2030. The selling stockholders may resell the shares, and AMC will not receive any proceeds from those sales.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2026

AMC ENTERTAINMENT HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-33892		26-0303916
(State or Other Jurisdiction of		(Commission File Number)		(I.R.S. Employer Identification
Incorporation)				Number)

One AMC Way

11500 Ash Street, Leawood, KS 66211

(Address of Principal Executive Offices, including Zip Code)

(913) 213-2000

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

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

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 below is incorporated herein by reference. The issuance of the Shares (as defined herein) to the Selling Stockholders (as defined herein) was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 8.01 Other Events.

On March 23, 2026, AMC Entertainment Holdings, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (File No. 333-293291) registering the resale by the selling stockholders named therein (the “Selling Stockholders”) of up to 15,378,194 shares (the “Shares”) of Class A common stock, $0.01 par value per share, under the Securities Act. The Company will not receive any proceeds from the sale of the Shares. As previously disclosed, the Shares were issued to the Selling Stockholders on March 23, 2026 as consent fees for certain 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, as applicable.

A copy of the opinion regarding the validity of the Shares is filed with this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
5.1		Opinion of Weil, Gotshal & Manges LLP.
23.1		Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
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: March 23, 2026	By:	/s/ Edwin F. Gladbach
		Name: Edwin F. Gladbach
		Title: Senior Vice President, General Counsel and Secretary

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FAQ

What did AMC (AMC) disclose in this Form 8-K on March 23, 2026?

AMC disclosed it filed a prospectus supplement registering the resale of up to 15,378,194 shares of Class A common stock. These shares were previously issued as consent fees tied to amendments of Muvico, LLC’s senior secured exchangeable notes due 2030.

How many AMC (AMC) shares are being registered for resale?

AMC registered the resale of up to 15,378,194 shares of its Class A common stock. These shares are held by selling stockholders and may be sold under the prospectus supplement to AMC’s effective Form S-3 shelf registration statement.

Will AMC (AMC) receive any proceeds from the sale of these shares?

AMC will not receive any proceeds from the sale of the 15,378,194 registered shares. Any proceeds will go to the selling stockholders, since the shares were already issued to them as consent fees for indenture amendments.

Why were the 15,378,194 AMC (AMC) shares issued to selling stockholders?

The 15,378,194 shares were issued on March 23, 2026 as consent fees. They compensated selling stockholders for agreeing to amendments to the indentures governing Muvico, LLC’s 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 and other senior secured exchangeable notes due 2030.

What legal opinion was filed related to AMC (AMC)’s registered shares?

AMC filed an opinion of Weil, Gotshal & Manges LLP as Exhibit 5.1 addressing the validity of the 15,378,194 shares. A related consent from the same firm is included in Exhibit 23.1 within the Form 8-K exhibits section.

Under what Securities Act exemption were AMC (AMC)’s shares originally issued?

The shares were originally issued to the selling stockholders under Section 4(a)(2) of the Securities Act of 1933. This exemption applies to certain private offerings, and the subsequent registration covers resales of those already-issued shares under AMC’s shelf registration.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EXHIBIT 5.1 8.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB