STOCK TITAN

AMC (NYSE: AMC) converts $13.6M of 2030 notes into 12.4M common shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AMC Entertainment Holdings, Inc. completed a voluntary debt-for-equity exchange tied to its subsidiary Muvico’s Senior Secured Exchangeable Notes due 2030. The transaction followed the terms of the existing indenture and was previously announced.

On May 12, 2026, AMC issued 12,421,152 shares of Class A common stock to the exchanging noteholders in return for the remaining $13,620,719 aggregate principal amount of exchangeable notes, including amounts related to exchange adjustment consideration and accrued and unpaid interest. All remaining exchangeable notes were then cancelled under the indenture.

Positive

  • None.

Negative

  • None.
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.
Shares issued in exchange 12,421,152 shares Class A common stock issued on May 12, 2026
Principal amount of notes exchanged $13,620,719 Aggregate principal of Senior Secured Exchangeable Notes due 2030
Maturity of exchanged notes 2030 Senior Secured Exchangeable Notes due 2030 issued by Muvico, LLC
Securities Act exemptions used Section 3(a)(9) and/or Section 4(a)(2) Issuance of AMC common stock in exchange transaction
Senior Secured Exchangeable Notes financial
"the holders of the Senior Secured Exchangeable Notes due 2030"
A senior secured exchangeable note is a type of loan-like bond that sits near the top of a company’s payment order (senior), is backed by specific assets as collateral (secured), and gives the holder the option to swap the debt for another security, usually stock (exchangeable). For investors it matters because the collateral and senior claim lower default risk compared with unsecured debt, while the exchange feature adds potential upside or dilution depending on how the underlying security performs.
Exchange Adjustment Consideration financial
"including shares issued in respect of the Exchange Adjustment Consideration"
Section 3(a)(9) regulatory
"issued pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act"
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
"issued pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act"
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"
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.
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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 11, 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 3.02Unregistered 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 were issued pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act of 1933, as amended.

 

Item 8.01Other Events.

 

On May 11, 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”), and Muvico, completed the previously announced voluntary exchange of Exchangeable Notes 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”). As a result, on May 12, 2026, AMC issued 12,421,152 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) (the “Exchange”) in exchange for the remaining $13,620,719 aggregate principal amount of Exchangeable Notes. As a result of the Exchange, all remaining Exchangeable Notes were cancelled in accordance with the Indenture.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.
  Description of Exhibit
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: May 13, 2026 By:  /s/ Sean D. Goodman
    Name: Sean D. Goodman
    Title: Executive Vice President, International Operations, Chief Financial Officer and Treasurer

 

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Filing Exhibits & Attachments

3 documents