AMC (AMC) converts $155,845,562 in 2030 exchangeable notes into new shares

Rhea-AI Filing Summary

AMC Entertainment Holdings, Inc. announced that all holders of its Senior Secured Exchangeable Notes due 2030 have elected to exchange their notes for Class A common stock. The notes were issued by wholly owned subsidiary Muvico, LLC.

Exchanging noteholders delivered notices on May 4, 2026 covering the full $155,845,562 aggregate principal amount outstanding. AMC expects to settle the initial exchange on May 5, 2026 by issuing 129,681,144 shares of common stock in exchange for $142,224,843 principal amount, including shares for exchange adjustment consideration and accrued and unpaid interest.

The company then expects to exchange the remaining $13,620,719 principal amount of notes for 12,358,886 shares of common stock, once certain holders confirm that issuing those shares will not violate their ownership limitation under the indenture. All exchanged notes will be cancelled under the indenture, and the shares will be issued in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act.

Insights

Capital structure analyst

AMC is swapping all 2030 exchangeable notes into new common shares.

AMC is moving the entire $155,845,562 of Senior Secured Exchangeable Notes due 2030 into equity. The company expects to issue 129,681,144 shares for $142,224,843 principal initially, plus additional shares for the remaining $13,620,719 principal when ownership limits allow.

This transaction removes secured debt governed by the indenture and cancels all exchanged notes, which simplifies the balance sheet while increasing the common share count. The shares are issued under Securities Act Sections 3(a)(9) and 4(a)(2), indicating they are part of an exchange with existing holders rather than a public cash offering.

The filing references an Ownership Limitation that delays issuance of 12,358,886 shares tied to the remaining principal until certain holders confirm compliance. Subsequent company filings may outline how this completed exchange affects leverage metrics and the overall common equity base.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total notes outstanding: $155,845,562 aggregate principal amount Initial principal exchanged: $142,224,843 aggregate principal amount Initial shares issued: 129,681,144 shares of Common Stock +4 more

7 metrics

Total notes outstanding $155,845,562 aggregate principal amount Senior Secured Exchangeable Notes due 2030 outstanding before exchange

Initial principal exchanged $142,224,843 aggregate principal amount Principal to be exchanged for 129,681,144 shares on May 5, 2026

Initial shares issued 129,681,144 shares of Common Stock Shares issued for initial exchange including adjustment and interest

Remaining principal $13,620,719 aggregate principal amount Notes expected to be exchanged after Ownership Limitation cleared

Remaining shares 12,358,886 shares of Common Stock Shares expected for remaining notes, excluding additional interest shares

Exchange notice date May 4, 2026 Date Exchanging Noteholders delivered Notices of Voluntary Exchange

Expected settlement date May 5, 2026 Anticipated settlement date for initial exchange into common stock

Key Terms

Senior Secured Exchangeable Notes due 2030, Exchange Adjustment Consideration, Ownership Limitation, Section 3(a)(9), +2 more

6 terms

Senior Secured Exchangeable Notes due 2030 financial

"the holders of the Senior Secured Exchangeable Notes due 2030 (the “Exchangeable Notes,” ...)"

Exchange Adjustment Consideration financial

"including shares issued in respect of the Exchange Adjustment Consideration (as defined in the Indenture)"

Ownership Limitation financial

"once notified by certain Exchanging Noteholders that delivery of such shares will not contravene their Ownership Limitation"

Section 3(a)(9) regulatory

"will be issued pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act of 1933"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

Section 4(a)(2) regulatory

"will be issued pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Indenture financial

"pursuant to the terms of the indenture governing the Exchangeable Notes (the “Indenture”)"

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.

Understanding 8-K Material Events →

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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): May 4, 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 shares of Common Stock (as defined herein) described herein will be issued pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 8.01 Other Events.

On May 4, 2026, the holders of the Senior Secured Exchangeable Notes due 2030 (the “Exchangeable Notes,” and such holders, the “Exchanging Noteholders”) issued by Muvico, LLC (“Muvico”), a wholly owned subsidiary of AMC Entertainment Holdings, Inc. (the “Company” or “AMC”), delivered Notices of Voluntary Exchange to Muvico and GLAS Trust Company LLC, as exchange agent, to exchange all $155,845,562 aggregate principal amount of Exchangeable Notes outstanding for shares of AMC’s Class A common stock, par value $0.01 per share (“Common Stock”), pursuant to the terms of the indenture governing the Exchangeable Notes (the “Indenture”).

The Company expects to settle the exchange (the “Exchange”) on May 5, 2026, by issuing an aggregate of 129,681,144 shares of Common Stock to the Exchanging Noteholders (including shares issued in respect of the Exchange Adjustment Consideration (as defined in the Indenture) and accrued and unpaid interest) in exchange for $142,224,843 aggregate principal amount of Exchangeable Notes. The Company expects to exchange the remaining $13,620,719 aggregate principal amount of Exchangeable Notes for 12,358,886 shares of Common Stock (including shares issued in respect of the Exchange Adjustment Consideration and excluding any shares that may be issued in respect of accrued and unpaid interest on the remaining Exchangeable Notes), once notified by certain Exchanging Noteholders that delivery of such shares will not contravene their Ownership Limitation (as defined in the Indenture). All exchanged Exchangeable Notes will be cancelled in accordance with the Indenture.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: May 5, 2026	By:	/s/ Edwin F. Gladbach
		Name: Edwin F. Gladbach
		Title: Senior Vice President, General Counsel and Secretary

3

FAQ

What did AMC (AMC) announce regarding its Senior Secured Exchangeable Notes due 2030?

AMC announced that all outstanding Senior Secured Exchangeable Notes due 2030 will be exchanged for Class A common stock. The notes, issued by subsidiary Muvico, LLC, are being fully converted to equity and then cancelled under the governing indenture.

How many AMC (AMC) shares will be issued in the initial exchange of notes?

AMC expects to issue 129,681,144 shares of Class A common stock in the initial exchange. These shares are being issued for $142,224,843 aggregate principal amount of notes, including shares for exchange adjustment consideration and accrued and unpaid interest.

What is the total principal amount of AMC (AMC) exchangeable notes being converted?

The full aggregate principal amount of Senior Secured Exchangeable Notes due 2030 being exchanged is $155,845,562. Exchanging noteholders delivered notices covering this entire outstanding principal amount, leading to a complete conversion of the notes into common stock.

What remains to be exchanged after AMC’s initial settlement of the notes-for-stock deal?

After the initial settlement, AMC expects to exchange the remaining $13,620,719 principal amount of notes for 12,358,886 shares. These additional shares will be issued once certain noteholders confirm that receiving them will not breach their Ownership Limitation under the indenture.

Under which Securities Act provisions will AMC (AMC) issue the new common shares?

AMC will issue the new Class A common shares under Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act of 1933. These provisions cover exchanges with existing security holders and certain private offerings, rather than a registered public sale for cash.

What happens to AMC’s Senior Secured Exchangeable Notes after the share exchange?

All exchanged Senior Secured Exchangeable Notes will be cancelled in accordance with the indenture governing them. Following cancellation, the company’s obligation on those notes ends, and the former noteholders instead hold AMC Class A common stock received in the exchange.

Filing Exhibits & Attachments

3 documents

Other Documents

• 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