Amc Entmt Hldgs Inc SEC Filings

AMC Entertainment Holdings, Inc. entered into an agreement on December 22, 2025 to amend the indenture governing Muvico, LLC’s Senior Secured Exchangeable Notes due 2030. The amendments redefine the exchange mechanics, including the “Exchange Rate,” which is tied to 87.5% of the Unadjusted Exchange Price and remains subject to adjustment under the indenture.

As part of the agreement, AMC may, during an ATM Restricted Period and no earlier than February 2, 2026, conduct one or more at-the-market offerings of common stock for cash, with aggregate net proceeds capped at $150,000,000. In consideration for the noteholders’ consent to the amendments, AMC will pay a $6,250,000 consent fee in shares of its common stock, with the number of shares determined using the average Daily VWAP over 60 consecutive trading days beginning December 22, 2025. The company states that these share issuances will rely on exemptions under Sections 4(a)(2) and/or 3(a)(9) of the Securities Act.

Discovery Capital Management and related parties have disclosed a sizable stake in AMC Entertainment Holdings, Inc. They report beneficial ownership of 32,746,487 shares of AMC Class A common stock, representing 6.0% of the class as of the event on 12/11/2025. This amount includes 29,848,243 shares issuable upon conversion of a convertible note. Discovery Global Opportunity Master Fund, Ltd. separately reports beneficial ownership of 29,852,540 shares, or 5.5% of the class, including 27,188,764 shares issuable on conversion of a convertible note.

The securities are directly owned by advisory clients of Discovery Capital Management, LLC, with voting and dispositive power shared among the reporting entities and their principal, Robert K. Citrone. The filers state the holdings were not acquired and are not held for the purpose of changing or influencing control of AMC.

AMC Entertainment Holdings, Inc. reported results of its 2025 annual stockholder meeting, highlighted by approval of a major increase in authorized Class A common stock. Stockholders amended the certificate of incorporation to raise the authorized Class A common stock from 550,000,000 to 1,100,000,000 shares, and the updated Fourth Amended and Restated Certificate of Incorporation was filed in Delaware on December 10, 2025.

Several governance-related amendments, including declassifying the board, allowing stockholder action by written consent, and easing limits on calling special meetings, received over 90% of votes cast but failed because they required a majority of shares outstanding. Stockholders re-elected three Class II directors, ratified Ernst & Young LLP as independent auditor, approved executive compensation on an advisory basis with 52.8% of votes cast, and approved a potential adjournment of the meeting, which ultimately was not needed.

Discovery Capital Management, Robert K. Citrone, and Discovery Global Opportunity Master Fund filed an amended Schedule 13G reporting 0 shares and 0% beneficial ownership of AMC Entertainment Holdings’ Class A common stock.

The filing reflects an event date of September 30, 2025. The reporting persons certify the securities were not acquired and are not held to change or influence control of AMC.

Pentwater Capital Management LP and Matthew Halbower filed a Schedule 13G reporting beneficial ownership of 48,626,044 shares of AMC Entertainment Holdings, Inc. Class A common stock, representing 9.5% of the class. The percentage is based on 512,943,561 shares outstanding as of August 8, 2025, as disclosed by AMC.

The filing lists shared voting power and shared dispositive power over 48,626,044 shares, with no sole voting or dispositive power. The Date of Event is September 30, 2025. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

AMC Entertainment Holdings (AMC) reported Q3 2025 results. Total revenue was $1,300.2 million versus $1,348.8 million a year ago. Operating income was $35.8 million, but total other expense of $332.8 million led to a net loss of $298.2 million (basic and diluted loss per share $0.58) compared with a $20.7 million loss last year.

Interest expense remained heavy, including $119.0 million on corporate borrowings, while the quarter reflected losses on extinguishment tied to refinancing. For the first nine months, revenue reached $3,560.6 million and net loss was $505.0 million. Cash used in operating activities was $246.5 million year‑to‑date.

As of September 30, 2025, cash and cash equivalents were $365.8 million, restricted cash $51.1 million, and total cash and restricted cash $416.9 million. Principal corporate borrowings were $4,003.4 million. The company completed 2025 refinancing actions, including issuing Senior Secured Notes due 2029 and Senior Secured Exchangeable Notes due 2030, and reducing 7.5% First Lien Notes due 2029. Class A shares outstanding were 512,943,561 as of November 4, 2025.

AMC Entertainment Holdings (AMC) reported its financial results for the third quarter ended September 30, 2025 and furnished an accompanying earnings press release.

The press release is included as Exhibit 99.1 to this Form 8-K. The information provided under Item 2.02, including the exhibits, is furnished and not deemed filed under Section 18 of the Exchange Act.

AMC Entertainment Holdings (AMC) asks stockholders to approve major governance updates and authorize more shares at the December 10, 2025 Annual Meeting. Key votes include declassifying the Board (all directors elected annually), allowing action by written consent, permitting stockholder‑called special meetings, and increasing authorized Class A common shares from 550,000,000 to 1,100,000,000.

The share increase under Proposal 5 is tied to refinancing completed in July 2025. It would enable the company’s Senior Secured Exchangeable Notes due 2030 to become exchangeable and reduce interest after approval. The notes currently accrue 6.00% cash and 2.00% PIK, but would decrease to 1.50% cash if approval occurs by December 10, 2025. Without approval by that date, interest rises to 9.50% cash and 3.50% PIK until approval. AMC also seeks to ratify Ernst & Young LLP as auditor and hold a Say‑on‑Pay vote.

Holders of record on October 13, 2025 may vote; 512,943,561 shares of common stock were outstanding on the record date. The Board recommends “FOR” all proposals.

AMC Entertainment Holdings, Inc. is soliciting proxies for its 2025 Annual Meeting on December 10, 2025 to vote on eight proposals that would materially change governance and capital structure. Key governance items ask stockholders to (i) declassify the board so all directors face annual elections, (ii) allow stockholder action by written consent, and (iii) permit stockholder-called special meetings. The board recommends FOR each of these governance changes.

The meeting also seeks approval to increase authorized Class A common shares from 550,000,000 to 1,100,000,000, primarily to enable conversion of newly issued Muvico exchangeable notes into equity. The refinancing completed in July 2025 included New Exchangeable Notes of approximately $154.5M (adjusted) and New 2029 Notes of approximately $834.4M; shareholder approval would allow exchangeability and reduce the New Exchangeable Notes’ interest from 6.00% cash + 2.00% PIK to 1.50% cash, avoiding a potential increase to 9.50% cash + 3.50% PIK and an estimated incremental interest cost of $35.0M per year if not approved. Other routine items include ratifying Ernst & Young as auditor and a non-binding Say-on-Pay vote.