Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-33892
AMC ENTERTAINMENT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware(State or other jurisdiction ofincorporation or organization)
26-0303916(I.R.S. EmployerIdentification No.)
One AMC Way11500 Ash Street, Leawood, KS(Address of principal executive offices)
66211(Zip Code)
Registrant’s telephone number, including area code: (913) 213-2000
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Title of each class of common stock
Number of sharesoutstanding as of July 22, 2026
892,604,638
INDEX
Page
Number
PART I—FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
3
Condensed Consolidated Statements of Operations
Condensed Consolidated Statements of Comprehensive Income (Loss)
4
Condensed Consolidated Balance Sheets
5
Condensed Consolidated Statements of Cash Flows
6
Notes to Condensed Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
64
Item 4.
Controls and Procedures
65
PART II—OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
66
Unregistered Sales of Equity Securities and Use of Proceeds
69
Defaults Upon Senior Securities
Mine Safety Disclosures
70
Item 5.
Other Information
Item 6.
Exhibits
71
Signature
72
2
Item 1. Financial Statements. (Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
Six Months Ended
(In millions, except share and per share amounts)
June 30, 2026
June 30, 2025
(unaudited)
Revenues
Admissions
$
863.1
762.6
1,441.5
1,236.1
Food and beverage
576.1
499.6
923.4
783.0
Other theatre
157.5
135.7
277.2
241.3
Total revenues
1,596.7
1,397.9
2,642.1
2,260.4
Operating costs and expenses
Film exhibition costs
440.3
392.1
695.9
596.9
Food and beverage costs
107.7
96.1
174.1
153.3
Operating expense, excluding depreciation and amortization below
458.4
865.7
851.6
Rent
223.8
222.6
447.9
440.7
General and administrative:
Merger, acquisition and other costs
0.3
0.1
1.4
3.1
Other, excluding depreciation and amortization below
52.0
58.2
112.9
114.2
Depreciation and amortization
76.1
77.8
151.8
153.9
1,358.6
1,305.3
2,449.7
2,313.7
Operating income (loss)
238.1
92.6
192.4
(53.3)
Other expense, net:
Other expense (income)
109.6
(32.1)
57.2
(90.9)
Interest expense:
Corporate borrowings
115.9
235.8
218.6
Finance lease obligations
1.7
3.2
2.6
Non-cash NCM exhibitor services agreement
18.4
18.6
36.9
27.5
Investment expense (income)
0.5
(1.4)
(17.8)
(7.1)
Total other expense, net
246.1
315.3
150.7
Loss before income taxes
(8.0)
(3.5)
(122.9)
(204.0)
Income tax provision
3.4
1.2
5.6
2.8
Net loss
(11.4)
(4.7)
(128.5)
(206.8)
Net loss per share:
Basic and diluted
(0.02)
(0.01)
(0.20)
(0.48)
Weighted average shares outstanding:
Basic and diluted (in thousands)
722,015
433,144
631,343
432,064
See Notes to Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
Other comprehensive income (loss):
Unrealized foreign currency translation adjustments
(16.2)
11.0
(31.7)
63.7
Net pension gain during the period
0.2
Other comprehensive income (loss)
(16.0)
11.1
(31.5)
63.8
Total comprehensive income (loss)
(27.4)
6.4
(160.0)
(143.0)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except share data)
December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents
778.4
428.5
Restricted cash
41.1
48.8
Receivables, net
125.6
156.0
Other current assets
93.1
97.2
Total current assets
1,038.2
730.5
Property, net
1,315.3
1,374.2
Operating lease right-of-use assets, net
2,964.2
3,137.3
Intangible assets, net
146.0
147.4
Goodwill
2,377.6
2,416.1
Other long-term assets
202.3
212.3
Total assets
8,043.6
8,017.8
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable
396.7
382.9
Accrued expenses and other liabilities
332.1
338.2
Deferred revenues and income
452.6
465.5
Current maturities of corporate borrowings
148.9
19.9
Current maturities of finance lease liabilities
7.4
5.8
Current maturities of operating lease liabilities
560.4
560.0
Total current liabilities
1,898.1
1,772.3
3,702.7
4,018.6
Finance lease liabilities
45.2
46.7
Operating lease liabilities
3,250.6
3,485.0
Exhibitor services agreement
455.9
459.1
Deferred tax liability, net
36.1
35.7
Other long-term liabilities
95.2
Total liabilities
9,496.3
9,912.6
Commitments and contingencies
Stockholders’ deficit:
AMC Entertainment Holdings, Inc.'s stockholders' deficit:
Preferred stock, $.01 par value per share, 50,000,000 shares authorized; no shares issued and outstanding as of June 30, 2026, and December 31, 2025
—
Class A common stock ($.01 par value, 1,100,000,000 shares authorized; 892,604,638 shares issued and outstanding as of June 30, 2026; 1,100,000,000 authorized; 512,943,561 shares issued and outstanding as of December 31, 2025)
8.9
5.1
Additional paid-in capital
7,719.8
7,121.5
Accumulated other comprehensive loss
(73.7)
(42.2)
Accumulated deficit
(9,107.7)
(8,979.2)
Total stockholders' deficit
(1,452.7)
(1,894.8)
Total liabilities and stockholders’ deficit
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Loss on extinguishment of debt
63.1
Gain on derivatives
(8.4)
(41.2)
Deferred income taxes
0.4
0.9
Gains on investments in Hycroft
(16.5)
(2.5)
Amortization of net discount on corporate borrowings to interest expense
5.5
8.6
Amortization of deferred financing costs to interest expense
10.1
3.9
PIK interest expense
30.9
17.1
Non-cash portion of stock-based compensation
10.6
11.7
Equity in earnings from non-consolidated entities, net of distributions
(4.0)
(0.1)
Lease incentives
24.6
Non-cash rent benefit
(58.5)
(53.0)
Net periodic pension cost
1.0
0.6
Change in assets and liabilities:
Receivables
25.6
49.9
Other assets
(0.9)
(10.2)
18.2
(87.5)
(26.2)
(50.4)
Other, net
8.1
(35.4)
Net cash provided by (used in) operating activities
106.9
(231.6)
Cash flows from investing activities:
Capital expenditures
(91.5)
(96.5)
Proceeds from disposition of long-term assets
2.2
0.8
Proceeds from sale of Hycroft
29.7
Net cash used in investing activities
(59.6)
(95.6)
Cash flows from financing activities:
Net proceeds from equity issuances
334.6
169.6
Proceeds from issuance of Odeon Term Loans due 2031
416.5
Principal payments under Odeon Senior Secured Notes due 2027
(400.0)
Premium paid to extinguish Odeon Senior Secured Notes due 2027
(12.8)
Principal payments under Senior Subordinated Notes due 2025
(42.8)
Repurchase of Senior Subordinated Notes due 2025
(1.3)
Principal payments under finance lease obligations
(3.0)
(1.9)
Scheduled principal payments under term loan borrowings
(10.0)
Cash used to pay deferred financing costs
(24.0)
Taxes paid for restricted unit withholdings
(3.7)
(4.4)
Net cash provided by financing activities
297.6
109.1
Effect of exchange rate changes on cash and cash equivalents and restricted cash
(2.7)
12.4
Net increase (decrease) in cash and cash equivalents and restricted cash
342.2
(205.7)
Cash and cash equivalents and restricted cash at beginning of period
477.3
680.8
Cash and cash equivalents and restricted cash at end of period
819.5
475.1
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest
193.0
190.3
Income taxes paid, net
3.5
Schedule of non-cash activities:
Construction payables at period end
48.0
38.6
Consent fees paid with shares of Common Stock
34.5
Other third-party equity issuance costs payable
0.7
Issuance of shares of Common Stock in Voluntary Exchange of Senior Secured Exchangeable Notes due 2030
192.9
Deferred financing costs payable
1.5
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—BASIS OF PRESENTATION
AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. (“Multi-Cinema”) and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates, or has interests in theatres located in the United States and Europe. The condensed consolidated financial statements include the accounts of Holdings and all subsidiaries and should be read in conjunction with the Company’s Annual Report on Form 10–K for the year ended December 31, 2025. All significant intercompany balances and transactions have been eliminated in consolidation. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets.
The accompanying condensed consolidated balance sheet as of December 31, 2025, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10–Q. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position and results of operations. Due to the seasonal nature of the Company’s business, results for the six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Liquidity. The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations and satisfy its obligations currently and through the next twelve months. The Company’s historical cash burn rates are not sustainable long-term. Based on the Company’s current cost structure, in order to achieve sustainable annual net positive cash flows from operating activities, the Company believes that revenues will need to be at least in line with pre-COVID-19 revenues. The Company has achieved net positive cash flows from operating activities for the six months ended June 30, 2026. Until such time as the Company is able to achieve annual sustainable net positive cash flows from operating activities, it is difficult to estimate the Company’s future cash burn rates and liquidity requirements. Depending on the Company’s assumptions regarding the timing and ability to achieve increased levels of revenue, the estimates of the required liquidity vary significantly.
There can be no assurance that the revenues, costs, attendance levels, and other assumptions used to estimate the Company’s liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels, and success of individual titles. Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet the Company’s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.
The Company expects, from time to time, to continue to seek to retire or purchase its outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. The Company continuously monitors the capital markets and its capital structure, and may, from time to time, seek to refinance, amend or otherwise restructure its outstanding debt on an opportunistic basis. Such repurchases, refinancings, amendments, restructurings or exchanges, if any, will be upon such terms and at such prices as it may determine, and will depend on prevailing market conditions, its liquidity requirements, the availability of authorized share capital, contractual restrictions and other factors. The amounts involved may be material and, to the extent equity
is used, dilutive. Additionally, the Company has bolstered its liquidity through sales of its Class A Common Stock (“Common Stock”), see Note 6—Stockholders’ Deficit for further information on these sales.
Cash and Cash Equivalents. As of June 30, 2026, cash and cash equivalents for the U.S. markets and International markets were $683.6 million and $94.8 million, respectively, and as of December 31, 2025, cash and cash equivalents for the U.S. markets and International markets were $302.6 million and $125.9 million, respectively.
Restricted Cash. Restricted cash includes cash held in the Company’s bank accounts as a guarantee for certain landlords and cash collateralized letters of credit relating to the Company’s insurance and utilities programs. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of the amounts in the condensed consolidated statements of cash flows.
As of
Total cash and cash equivalents and restricted cash in the statement of cash flows
As of June 30, 2026, restricted cash for the U.S. markets and International markets were $15.3 million and $25.8 million, respectively. As of December 31, 2025, restricted cash for the U.S. markets and International markets were $20.5 million and $28.3 million, respectively.
Investments. On February 5, 2026, the Company exercised its remaining warrants to purchase 1,000,824 common shares of Hycroft Mining Holding Corporation (“Hycroft”) on a cashless basis and received 765,440 common shares of Hycroft. During the six months ended June 30, 2026, the Company sold 700,000 common shares of Hycroft for $29.7 million. As of June 30, 2026, the Company held 129,478 remaining common shares of Hycroft. The common shares are recorded at fair value at each reporting period and unrealized gains and losses are reported in investment income. The Company recorded unrealized losses related to its investments in Hycroft in investment income of $1.5 million and $0.3 million during the three months ended June 30, 2026 and June 30, 2025, respectively. The Company recorded realized and unrealized gains related to its investments in Hycroft in investment income of $16.5 million and $2.5 million during the six months ended June 30, 2026 and June 30, 2025, respectively.
Related Party Transactions. The Company conducts business with certain of its equity method investees in the ordinary course of business. Transactions primarily relate to advertising revenue and film exhibition costs for film rent. The below table summarizes the related party advertising revenues and film exhibition costs for the three and six months ended June 30, 2026 and June 30, 2025, respectively:
Related party advertising revenues
10.2
6.1
15.6
11.2
Related party film exhibition costs
8.2
14.5
9.3
Accumulated Other Comprehensive Loss. The following table presents the change in accumulated other comprehensive loss by component:
Foreign
Currency
Pension Benefits
Total
Balance December 31, 2025
(38.3)
(3.9)
Balance June 30, 2026
(70.0)
Accumulated Depreciation. Accumulated depreciation related to property was $3,606.1 million and $3,532.6 million as of June 30, 2026, and December 31, 2025, respectively.
9
Other Expense (Income). The following table sets forth the components of other expense (income):
Foreign currency transaction losses (gains)
(0.4)
(23.9)
(36.9)
Governmental assistance - International markets
(0.5)
(10.3)
(10.5)
Loss on extinguishment - Senior Secured Exchangeable Notes due 2030
33.0
Loss on extinguishment - Odeon Senior Secured Notes due 2027
30.1
Debt modifications - third party fees
Increase (decrease) in fair value of bifurcated embedded derivative - 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
9.8
2.7
Increase (decrease) in fair value of bifurcated embedded derivative - Senior Secured Exchangeable Notes due 2030
41.3
(11.1)
Equity in earnings of non-consolidated entities
(2.1)
(6.7)
(2.9)
Business interruption insurance recoveries
(0.2)
Total other expense (income)
NOTE 2—LEASES
The following table reflects the lease costs for the periods presented:
June 30,
Consolidated Statements of Operations
2026
2025
Operating lease cost
Theatre properties
193.5
193.4
385.6
383.6
Operating expense
Equipment
12.8
10.4
25.4
20.1
Office and other
General and administrative: other
2.4
Finance lease cost
Amortization of finance lease assets
1.6
Interest expense on lease liabilities
Interest expense
Variable operating and finance lease cost
30.3
29.2
62.3
57.1
22.6
39.2
32.0
Total lease cost
266.6
261.3
522.5
502.9
10
Cash flow and supplemental information are presented below:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in finance leases
Operating cash flows used in operating leases
(479.4)
(461.8)
Financing cash flows used in finance leases
Lease incentives:
Operating cash flows provided by operating leases
Supplemental disclosure of noncash leasing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)
69.6
Right-of-use assets obtained in exchange for new finance lease liabilities (1)
5.4
The following table represents the weighted-average remaining lease term and discount rate as of June 30, 2026:
Weighted Average
Remaining
Discount
Lease Term and Discount Rate
Lease Term (years)
Rate
Operating leases
7.3
11.1%
Finance leases
11.8
6.2%
Minimum annual payments required under existing operating and finance leases and the net present value thereof as of June 30, 2026, are as follows:
Operating Lease
Finance Lease
Payments
Six months ending December 31, 2026
470.7
5.3
2027
901.5
2028
815.5
2029
711.0
8.8
2030
608.4
7.7
2031
503.5
6.5
Thereafter
1,505.1
26.7
Total lease payments
5,515.7
75.8
Less imputed interest
(1,704.7)
(23.2)
Total operating and finance lease liabilities, respectively
3,811.0
52.6
As of June 30, 2026, the Company had signed additional operating lease agreements for two theatres that have not yet commenced. The leases have terms ranging from 10 to 12 years and total lease payments of approximately $24.3 million. The timing of the lease commencements is dependent on the applicable landlord providing the Company with control and access to the applicable theatre.
11
NOTE 3—REVENUE RECOGNITION
Disaggregation of Revenue. Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition:
Major revenue types
Other theatre:
Ticket fees
72.7
56.0
113.1
86.5
Advertising
43.3
37.8
80.6
68.4
Other
41.5
41.9
83.5
86.4
Timing of revenue recognition
Products and services transferred at a point in time
1,459.1
1,282.8
2,378.5
2,042.1
Products and services transferred over time (1)
137.6
115.1
263.6
218.3
The following tables provide the balances of receivables, net and deferred revenues and income:
Current assets
Receivables related to contracts with customers
49.1
95.1
Miscellaneous receivables
76.5
60.9
Current liabilities
Deferred revenues related to contracts with customers
446.7
462.4
Miscellaneous deferred income
5.9
12
The significant changes in contract liabilities with customers included in deferred revenues and income are as follows:
Deferred Revenues
Related to Contracts
with Customers
Cash received in advance (1)
214.1
Customer loyalty rewards accumulated, net of expirations:
Admission revenues (2)
9.6
Food and beverage revenues (2)
26.4
Other theatre revenues (2)
Reclassification to revenue as the result of performance obligations satisfied:
Admission revenues (3)
(177.1)
Food and beverage revenues (3)
(48.3)
Other theatre revenues (4)
(40.7)
Foreign currency translation adjustment
The significant changes to contract liabilities included in the exhibitor services agreement in the condensed consolidated balance sheets, are as follows:
Exhibitor Services
Agreement (1)
Other theatre revenue recognized as performance obligations are satisfied
(3.2)
Gift Cards and Exchange Tickets. The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income as of June 30, 2026 was $305.8 million. This will be recognized as revenues as (i) the gift cards and exchange tickets are redeemed, (ii) the estimated non-redeemed gift card and exchange ticket revenues are recognized in proportion to the pattern of actual redemptions, which is estimated to occur over the next one to 36 months, or (iii) the gift cards or exchange tickets expire.
Loyalty Programs. As of June 30, 2026, the amount of deferred revenues related to loyalty programs included
13
in deferred revenues and income was $98.6 million. The earned points will be recognized as revenue as the points are redeemed, expire, or as changes in estimated non-redemption rates occur. Subscription membership fees and loyalty membership fees are recognized ratably over their respective membership periods.
The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
NOTE 4—GOODWILL
The following table summarizes the changes in goodwill by reporting unit for the six months ended June 30, 2026:
U.S. Markets
International Markets
Consolidated Goodwill
Gross Carrying Amount
Accumulated Impairment Losses
Net Carrying Amount
3,072.6
(1,276.1)
1,796.5
1,705.2
(1,085.6)
619.6
4,777.8
(2,361.7)
Currency translation adjustment
(57.2)
18.7
(38.5)
1,648.0
(1,066.9)
581.1
4,720.6
(2,343.0)
NOTE 5—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES
A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows:
Secured Debt:
Credit Agreement-Term Loans due 2029 (10.639% as of June 30, 2026 and 10.731% as of December 31, 2025)
1,984.2
1,994.2
Odeon Credit Agreement-10.5% Term Loans due 2031
425.0
Senior Secured Notes due 2029 (9.0% cash interest & 6.0% PIK interest as of June 30, 2026 and December 31, 2025)
903.4
877.1
6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
116.1
111.6
7.5% First Lien Notes due 2029
360.0
Unsecured/Retired Debt:
6.125% Senior Subordinated Notes due 2027
125.5
12.75% Odeon Senior Secured Notes due 2027
400.0
Senior Secured Exchangeable Notes due 2030 (1.5% cash interest)
155.8
Total principal amount of corporate borrowings
3,914.2
4,024.2
52.5
Accrued paid-in-kind interest
Deferred financing costs
(75.8)
(64.4)
Net discount (1)
(4.9)
(68.5)
Bifurcated embedded derivative – Senior Secured Exchangeable Notes due 2030
131.9
Bifurcated embedded derivative – 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
15.3
12.6
Total carrying value of corporate borrowings and finance lease liabilities
3,904.2
4,091.0
Less:
(148.9)
(19.9)
(7.4)
(5.8)
Total noncurrent carrying value of corporate borrowings and finance lease liabilities
3,747.9
4,065.3
14
December 31,
(14.6)
(8.2)
Senior Secured Notes due 2029
55.6
62.5
Senior Secured Exchangeable Notes due 2030
(57.4)
Credit Agreement-Term Loans due 2029
(27.2)
(32.6)
6.00%/8.00% Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030
(25.1)
(26.4)
Net discount
The following table provides the principal payments required and maturities of corporate borrowing as of June 30, 2026:
Principal
Amount of
Corporate
Borrowings
Six months ended December 31, 2026 (1)
137.5
23.9
23.7
3,202.8
120.4
405.9
Debt Repurchases
The table below summarizes the various cash debt repurchase transactions during the six months ended June 30, 2025.
Aggregate Principal
Reacquisition
(Gain)/Loss on
Accrued Interest
Repurchased
Cost
Extinguishment
Paid
5.75% Senior Subordinated Notes due 2025
1.3
The total carrying value of the debt extinguished in the above transactions during the six months ended June 30, 2025 was $1.3 million.
Carrying Value
as of
(Increase) Decrease to
Net Earnings (Loss)
Principal balance
4.5
Debt issuance costs
(5.2)
(5.0)
Bifurcated embedded derivative
Carrying value
93.0
8.7
101.7
The 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 (the “Existing Exchangeable Notes”) have an effective interest rate of 15.12%.
15
Deferred
Consent Fee
Notes
Charges
Paid With
Exchanged For
Activity
Common Stock
(155.8)
54.0
(14.8)
(1.6)
(15.7)
(103.5)
215.5
(6.9)
(192.9)
The Senior Secured Exchangeable Notes due 2030 (the “New Exchangeable Notes”) had an effective interest rate of 16.54%. On March 23, 2026, the Company issued 15,378,194 shares of Common Stock for consent fees payable to the holders of the New Exchangeable Notes. The consent fees were paid as consideration for the 2025 Refinancing Transactions (as defined herein) and amendments made to the indenture governing the New Exchangeable Notes. The consent fees had previously been included as part of the bifurcated embedded derivative for the New Exchangeable Notes.
On May 4 and May 11, 2026, the holders of the New Exchangeable Notes (the “Exchanging Noteholders”) issued by Muvico, LLC, a wholly owned subsidiary of the Company (“Muvico”), 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 New Exchangeable Notes outstanding for shares of Common Stock, pursuant to the terms of the indenture governing the New Exchangeable Notes (the “Indenture”). The Company settled the exchange (the “Exchange”) by issuing an aggregate of 142,102,295 shares of Common Stock to the Exchanging Noteholders (including shares issued in respect of the Exchange Adjustment Consideration (as defined in the Indenture) and $0.9 million accrued and unpaid interest). The Company treated the Exchange as an extinguishment of the New Exchangeable Notes (including the bifurcated embedded derivative liability for the embedded conversion features) and recorded a loss on extinguishment of $33.0 million. The Company adjusted the bifurcated embedded derivative liability to fair value immediately prior to the Exchange and recorded $41.3 million of expense during the three months ended June 30, 2026. During the six months ended June 30, 2026, the Company recorded $(11.1) million of other income related to the decrease in the fair value of the bifurcated embedded derivative liability. As a result of the Exchange, all remaining New Exchangeable Notes were cancelled in accordance with the Indenture.
New 2029 Notes Amendments
On February 12, 2026, and February 24, 2026, Holdings, Muvico and certain holders of Muvico’s new Senior Secured Notes due 2029 (the “New 2029 Notes”) (such holders, the “New 2029 Noteholders”) agreed to amend the indenture governing the New 2029 Notes (the “2029 Notes Indenture”). The amendments (the “Indenture Amendments”) among other things, provide the Company with flexibility to:
In consideration for the New 2029 Noteholders’ agreement to the Indenture Amendments, the Company issued 17,739,549 shares of Common Stock as a consent fee. The Indenture Amendments were treated as a modification of the New 2029 Notes and the Company recorded $18.8 million to deferred financing costs and to stockholder’s deficit for the consent fees paid in shares.
Odeon Credit Agreement & Odeon Notes Redemption
16
On April 17, 2026, Odeon Finco, a wholly-owned direct subsidiary of OCGL and an indirect subsidiary of Holdings, entered into a Credit Agreement (the “Odeon Credit Agreement”), by and among Odeon Finco, as borrower, OCGL, as the company, the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and security agent, pursuant to which Odeon Finco borrowed $425.0 million of new term loans maturing in 2031 (the “Odeon Term Loans due 2031”). The proceeds from the Odeon Term Loans due 2031 and approximately $38.2 million of cash from the balance sheet were used to fund the full redemption (the “Odeon Notes Redemption”) of Odeon Finco’s outstanding Odeon Notes due 2027 and to pay related fees, costs, premiums and expenses, including approximately $23.5 million of interest due on the Odeon Notes due 2027. In connection with the Odeon Notes Redemption, the Odeon Notes due 2027 have been delisted from the Official List of The International Stock Exchange. The Company treated the Odeon Notes Redemption as an extinguishment of debt and recorded a $30.1 million loss on extinguishment. The Odeon Term Loans due 2031 were issued with a 2.0% discount ($8.5 million) and the Company incurred $21.4 million of debt issuance costs. The discount and debt issuance costs will be amortized to interest expense over the term of the Odeon Term Loans due 2031 using the effective interest method.
Interest, Amortization, Guarantees and Security
The Odeon Credit Agreement provides for the Odeon Term Loans due 2031 in an initial aggregate principal amount of $425.0 million and which mature on April 17, 2031. The Odeon Term Loans due 2031 bear interest at a fixed 10.50% interest rate and are subject to amortization of principal, payable in quarterly installments on the fifteenth day of each April, July, October and January (commencing on July 15, 2026), equal to 1.00% of the principal balance on April 17, 2026 per annum. The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the Odeon Term Loans due 2031 is payable at maturity.
The Odeon Term Loans due 2031 are, subject to limited exceptions, fully and unconditionally guaranteed on a joint and several basis by OCGL and certain subsidiaries of OCGL (the “OCGL Subsidiaries”). The Odeon Term Loans due 2031 are also fully and unconditionally guaranteed by Holdings, on a standalone and unsecured basis, pursuant to the terms of a Guarantee Agreement dated as of April 17, 2026 between Holdings and U.S. Bank Trust Company, National Association (the “AMC Guaranty”).
The Odeon Term Loans due 2031 are secured by OCGL and the OCGL Subsidiaries on a first-priority basis by (i) a fixed charge or security interest, as applicable, over the shares of Odeon Finco, OCGL and certain of the OCGL Subsidiaries; (ii) an assignment of rights held by Odeon Finco under a proceeds loan agreement between Odeon Finco and OCGL with respect to the proceeds of the Odeon Term Loans due 2031; (iii) a fixed charge or security interest, as applicable, over certain bank accounts, intercompany receivables, intellectual property rights and other assets of Odeon Finco, OCGL and certain of the OCGL Subsidiaries; and (iv) a floating charge over substantially all other assets of Odeon Finco, OCGL and certain of the OCGL Subsidiaries that are incorporated in England and Wales. Holdings has not pledged any of its assets to secure the Odeon Term Loans due 2031 or the related guarantees and the AMC Guaranty does not benefit from any security interest over the collateral or any other asset.
Covenants and Events of Default
The Odeon Credit Agreement contains covenants that limit OCGL and the OCGL Subsidiaries’ ability to, among other things: (i) incur additional indebtedness or guarantee indebtedness; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) enter into transactions with its affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (vii) maintain cash in the accounts of OCGL and the OCGL Subsidiaries. These covenants are subject to a number of important limitations and exceptions. The Odeon Credit Agreement also provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Odeon Term Loans due 2031 to become immediately due and payable.
Second Amendment to Muvico Credit Agreement
In connection with the Odeon Credit Agreement, on April 17, 2026, Holdings, as borrower, Muvico, as borrower, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement dated as of July 22, 2024 (the “Muvico Credit Agreement”), as amended by the First Amendment to Muvico Credit Agreement, dated as of July 24, 2025, by and among Holdings, as borrower, Muvico, as borrower, the lenders party thereto and Wilmington Savings Fund Society, FSB, as
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administrative agent and collateral agent.
The Second Amendment, among other things, amends the Muvico Credit Agreement to update the existing covenants and include additional covenants to make them as restrictive as those in the Odeon Credit Agreement.
2027 Notes Redemption Notice
Concurrently with the completion of the Offering (as defined herein), on June 24, 2026, the Company delivered a notice of full redemption (the “Notice”) to holders of its $125.5 million aggregate principal amount of Senior Subordinated Notes due 2027 to redeem the Senior Subordinated Notes due 2027 in full at a redemption price equal to 100.000% of the principal amount of the Senior Subordinated Notes due 2027, plus accrued and unpaid interest, if any, to July 24, 2026, the redemption date.
Covenant Compliance
As of June 30, 2026, the Company believes that it was in full compliance with all agreements, including related covenants, governing its outstanding debt.
NOTE 6—STOCKHOLDERS’ DEFICIT
Share Issuances
In June 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”) for the sale of 95,250,000 shares of Common Stock in a registered direct offering (the “Offering”), at a purchase price of $2.10 per share. The Offering closed on June 24, 2026.
In connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) on June 23, 2026 with Roth Capital Partners, LLC (the “Placement Agent”), as exclusive placement agent in connection with the Offering. As compensation to the Placement Agent, the Company paid the Placement Agent a cash fee of 5.5% of the aggregate gross proceeds raised in the Offering and reimbursed certain expenses.
The below table summarizes the activity during the six months ended June 30, 2026 related to the Offering:
Shares issued direct offering
95.3
Direct offering gross proceeds
200.0
Placement fees paid
Other third-party issuance costs incurred
Other third-party issuance costs paid
In February 2026, the Company entered into a sales and registration agreement (the “2026 Sales and Registration Agreement”) with Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and Yorkville Securities, LLC, from time to time acting as sales agents (in such capacity, the “Sales Agents”) relating to shares of Common Stock of the Company having an aggregate offering price of up to $150.0 million.
In accordance with the terms of the 2026 Sales and Registration Agreement, the Company issued and sold shares of Common Stock covered by the prospectus supplement from time to time through the Sales Agents. The Sales Agents acted as agents on the Company’s behalf or purchase shares of Common Stock from the Company as principal for its own account.
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The below table summarizes the activity of the various “at-the-market” offerings for the six months ended June 30, 2026 and June 30, 2025:
Shares issued through at-the-market offering
105.3
At-the-market offering gross proceeds
150.0
63.0
Sales agent fees paid
3.0
1.9
Additionally in May 2026, the Company issued 142,102,295 shares of Common Stock to settle the Exchange of its New Exchangeable Notes. See Note 5—Corporate Borrowings and Finance Lease Liabilities for further information.
In December 2024, the Company entered into forward sales to sell 30,000,000 shares of Common Stock in the aggregate. The shares underlying the forward sales were issued in December 2024. The Company evaluated the forwards under ASC 815—Derivatives and Hedging and concluded that the transactions consist of a subscription receivable accounted for under ASC 505-10-45-2 reflecting the Company’s right to receive prepayments and to deliver shares to the forward counterparty. Accordingly, pursuant to Regulation S-X Rule 5-02.29, the Company recorded the prepayment as an increase to additional paid-in capital with an equal and offsetting subscription receivable as a decrease to additional paid-in capital. The subscription receivable was considered a debt-like host and the Company’s right to receive additional cash consideration up to a cap price based on the movement of the share price during a valuation period is an embedded feature that meets the definition of a derivative that meets the equity classification scope exception in ASC 815-40 and is not accounted for outside of equity.
In January 2025, the Company was paid $108.7 million for prepayments in respect of the forwards. The Company reduced the subscription receivable which resulted in an increase in total additional paid–in capital. The valuation period ended on March 17, 2025 with no additional consideration owed to the Company.
Stock-Based Compensation
Equity Incentive Plans
On June 5, 2024, the Company’s shareholders approved a new equity incentive plan (“2024 EIP”). Awards that may be granted under the 2024 EIP include options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs”), cash awards, and other equity-based awards. The 2024 EIP will be unlimited in duration and, in the event of termination, will remain in effect as long as any shares of awards under it are outstanding and not fully vested.
Awards Granted
The compensation committee of AMC’s board of directors (“Compensation Committee”) has granted awards of stock, RSUs, and PSUs to certain of the Company’s employees and directors under the 2024 EIP. Each RSU or PSU is convertible into one share of Common Stock upon vesting.
Each RSU and PSU held by a participant as of a dividend record date is entitled to a dividend equivalent equal to the amount paid with respect to one share of Common Stock underlying the unit. Any such accrued dividend equivalents are paid to the holder only upon vesting of the units. The grant date fair value of the awards is based on the closing share price of the Company’s Common Stock on such grant date.
The awards granted under the Company’s equity incentive plan generally have the following features:
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The Compensation Committee establishes the annual performance targets at the beginning of each year. Therefore, in accordance with ASC 718, Compensation - Stock Compensation, the grant date (and fair value measurement date) for each Tranche Year is the date at the beginning of each year when a mutual understanding of the key terms and conditions are reached.
Special Awards
On February 19, 2026, the Compensation Committee approved modification of the performance goals applicable to the 2025 Tranche Year Adjusted EBITDA and free cash flow PSU awards. This was accounted for as a modification to the 2025 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved. This modification resulted in the immediate vesting of an additional 3,778,642 2025 Tranche Year PSUs. This was treated as a Type 3 modification (improbable-to-probable) which required the Company to recognize additional stock compensation expense based on the modification date fair values of the incremental PSUs. During the six months ended June 30, 2026, the Company recognized $4.6 million of stock compensation expense related to these awards.
On February 19, 2025, the Compensation Committee approved modification of the performance goals applicable to all 2024 Tranche Year PSU awards. This was accounted for as a modification to the 2024 Tranche Year PSU awards which lowered the Adjusted EBITDA performance target such that 146% vesting was achieved. This modification resulted in the immediate vesting of an additional 270,093 of the 2024 Tranche Year PSUs (4,181 cash settled units and 265,912 equity settled units). This was treated as a Type 3 modification (improbable-to-probable) which required the Company to recognize additional stock compensation expense based on the modification date fair values of the incremental PSUs. During the six months ended June 30, 2025, the Company recognized $1.0 million of stock compensation expense related to these awards.
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Stock-Based Compensation Expense
The following table presents the stock-based compensation expense recorded within general and administrative: other:
Special awards expense
4.6
Board of director stock award expense
1.1
Restricted stock unit expense
3.6
2.9
6.2
Performance stock unit expense
1.8
2.0
Total stock-based compensation expense
3.3
6.0
As of June 30, 2026, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $7.5 million, which reflects assumptions related to attainment of performance targets based on the scales as described below. The weighted average period over which this remaining compensation expense is expected to be recognized is approximately ten months. The Company accounts for forfeitures when they occur.
Nonvested Awards
The following table represents the equity classified nonvested RSU and PSU activity for the six months ended June 30, 2026:
RSUs
PSUs
Weighted
Average
Number of
Grant Date
Fair Value
Nonvested at December 31, 2025
4,573,078
4.73
324,969
3.57
Granted (1)
3,448,938
1.24
Granted - Special Award
3,778,642
1.22
Vested
(942,900)
5.82
(119,307)
Vested - Special Award
(2,005,981)
Cancelled (2)
(882,087)
5.95
(97,339)
Cancelled - Special Award (2)
(1,772,661)
Nonvested at June 30, 2026
2,748,091
3.96
3,557,261
1.35
Tranche Year 2027 awarded under the 2025 PSU award with grant date fair values to be determined in year 2027 (3)
1,213,279
Total nonvested at June 30, 2026
4,770,540
21
Condensed Consolidated Statements of Stockholders’ Deficit
For the Six Months Ended June 30, 2026
Accumulated
Class A
Additional
Paid-in
Comprehensive
Stockholders’
Shares
Amount
Capital
Loss
Deficit
Balances December 31, 2025
512,943,561
(117.1)
Other comprehensive loss
(15.5)
Consent fees paid in shares
33,117,743
34.2
Shares issued through at-the-market offerings
55,224,032
62.2
62.8
Stock-based compensation (1)
3,937,759
7.2
Balances March 31, 2026
605,223,095
7,221.4
(57.7)
(9,096.3)
(1,926.5)
50,029,248
81.8
82.3
Shares issued through registered direct offering
95,250,000
187.9
188.8
Shares issued upon exchange of New Exchangeable Notes
142,102,295
225.4
226.8
Stock-based compensation
Balances June 30, 2026
22
For the Six Months Ended June 30, 2025
Balances December 31, 2024
414,417,797
4.1
6,714.2
(132.0)
(8,346.8)
(1,760.5)
(202.1)
Other comprehensive income
52.7
Shares issued and proceeds received through at-the-market offerings and forward agreements
17,052,756
170.6
170.8
1,673,008
5.7
Balances March 31, 2025
433,143,561
4.3
6,886.1
(79.3)
(8,548.9)
(1,737.8)
Balances June 30, 2025
6,892.1
(68.2)
(8,553.6)
(1,725.4)
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NOTE 7—INCOME TAXES
The Company’s worldwide effective income tax rate is based on actual income (loss), statutory rates, valuation allowances against deferred tax assets and tax planning opportunities available in the various jurisdictions in which it operates. The Company intends to compute quarterly tax expense based on an annual effective rate in future interim periods when more reliable estimates of annual income become available. The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively.
The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is “more likely than not” that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods on a federal, state, and foreign jurisdiction basis. The Company conducts its evaluation by considering all available positive and negative evidence, including historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the U.S. motion picture and broader economy, among others.
A valuation allowance is recorded against the Company’s U.S. deferred tax assets and most of the Company’s international deferred tax assets as the Company has determined the realization of these assets does not meet the more likely than not criteria.
The effective tax rate for the six months ended June 30, 2026, reflects the impact of these valuation allowances against U.S. and international deferred tax assets generated during the period. The actual effective rate for the six months ended June 30, 2026, was (4.6)%. The Company’s consolidated tax rate for the six months ended June 30, 2026, differs from the U.S. statutory tax rate primarily due to the valuation allowances in U.S. and foreign jurisdictions, foreign tax rate differences, federal and state tax credits, permanent differences and other discrete items.
NOTE 8—FAIR VALUE MEASUREMENTS
Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories:
Level 1:
Quoted market prices in active markets for identical assets or liabilities.
Level 2:
Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:
Unobservable inputs that are not corroborated by market data.
Recurring Fair Value Measurements. The following table summarizes the Company’s financial instruments carried at fair value on a recurring basis as of June 30, 2026:
Fair Value Measurements at June 30, 2026 Using
Significant
Total Carrying
Quoted prices in
Significant other
unobservable
Value at
active market
observable inputs
inputs
(Level 1)
(Level 2)
(Level 3)
Corporate Borrowings:
Bifurcated embedded derivative - 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 embedded derivative. The Existing Exchangeable Notes have conversion features that required bifurcation from their respective host instruments pursuant to ASC 815—Derivatives and Hedging. The conversion features embedded within the notes were combined into a derivative that comprises all features requiring bifurcation. The embedded derivative has been valued using binomial lattice models. The binomial lattice models consist of simulated Common Stock prices from the valuation date to the maturity of the notes. The significant inputs used to value the derivative include the share price of the Common
24
Stock, the volatility of the share price, time to maturity, risk-free interest rate, credit spread, and discount yield. The Company measures the derivative at fair value at the end of each reporting period with any changes in fair value recorded to other expense (income) in the condensed consolidated statements of operations.
Non-recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the bifurcated embedded derivative of the Senior Secured Exchangeable Notes due 2030 as of May 4, 2026:
Fair Value Measurements at May 4, 2026 Using
observable
May 4, 2026
Bifurcated embedded derivative - Senior Secured Exchangeable Notes due 2030
103.5
Senior Secured Notes due 2030 embedded derivative valuation technique. The embedded derivative was valued by determining the as-converted value of the New Exchangeable Notes and then subtracting the estimated fair value of the New Exchangeable Notes without the conversion feature. The as-converted value of the New Exchangeable Notes was calculated from the number of shares expected to be exchanged multiplied by the closing price of the Common Stock as of May 4, 2026. The estimated fair value of the New Exchangeable Notes without the conversion feature was determined using a discounted cash flow method using a discount yield derived from the risk-free rate and an interpolated credit spread.
Other Fair Value Measurement Disclosures. The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value:
149.1
Corporate borrowings (excluding derivatives)
3,687.4
3,784.7
Valuation Technique. Quoted market prices and observable market-based inputs were used to estimate fair value for Level 2 inputs. The Company valued these notes at principal value less an estimated discount reflecting a market yield to maturity. See Note 5—Corporate Borrowings and Finance Lease Liabilities for further information.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments.
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NOTE 9—SEGMENT REPORTING
The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. Management has organized the Company around differences in geographic areas. The Company has identified two reportable segments for its theatrical exhibition operations, U.S. markets and International markets. The International markets reportable segment has operations in, or partial interest, in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, Portugal, Sweden, Finland, Norway, and Denmark.
The measure of segment profit and loss the Company’s chief operating decision maker uses to evaluate performance and allocate resources is Adjusted EBITDA. The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments.
During the first quarter of 2026, the Company changed its definition of Adjusted EBITDA to adjust for net periodic pension cost. Net periodic pension cost is a recurring expense that includes several components such as service cost, interest cost, expected return on plan assets, amortization of prior service cost, and amortization of actuarial gains/losses. Additionally, the Company also includes infrequent gains and losses from benefit curtailments and settlements of pension obligations in net periodic pension cost. The Company no longer believes that net periodic pension cost should be included in Adjusted EBITDA as the pension plans are frozen, service cost is zero, and the remaining components are not indicative of ongoing operating performance as they are not driven by current operating decisions and largely depend on actuarial assumptions. While not the basis for this change, the revised definition further aligns the Company’s definition of Adjusted EBITDA with the definition used in the Company’s debt agreements. The adjustment for net periodic pension cost is included in the caption titled “other expense (income)” in the condensed consolidated statement of operations and in the reconciliation of net loss to Adjusted EBITDA further below. See the components of other expense (income) table in Note 1—Basis of Presentation for net periodic pension cost recorded in each period presented. All comparative period information for Adjusted EBITDA has been re-cast to conform with the current definition. The impact of this change on previously reported Adjusted EBITDA for the three and six months ended June 30, 2025 was an improvement of $0.3 million and $0.6 million, respectively.
The following tables below provide reconciliation of segment revenues to Adjusted EBITDA:
Consolidated
Revenues (1)
1,258.6
338.1
362.0
78.3
79.7
28.0
Operating expense, excluding depreciation and amortization (2)
343.7
112.4
456.1
161.6
General and administrative expense - other, excluding depreciation and amortization (3)
26.0
22.7
48.7
Other segment items (4)
Adjusted EBITDA
285.6
35.8
321.4
26
1,114.2
283.7
325.6
66.5
72.8
23.3
342.3
113.5
455.8
162.7
59.9
29.5
52.2
(10.4)
181.3
189.5
1,999.4
642.7
548.6
147.3
124.0
50.1
637.0
226.7
863.7
324.0
123.9
58.3
44.0
102.3
(1.5)
307.5
359.7
1,731.2
529.2
476.8
120.1
113.8
39.5
629.4
216.8
846.2
325.3
115.4
61.7
40.8
102.5
(11.0)
124.2
7.6
131.8
27
Other segment disclosures:
57.3
18.8
Other expense
84.7
28.9
113.6
Other significant noncash items:
Stock-based compensation expense
(3.4)
(0.6)
39.8
45.3
59.1
(34.3)
(30.0)
(2.0)
34.0
15.5
49.5
114.4
37.4
25.8
38.1
63.9
9.5
(6.0)
(0.7)
74.5
17.0
91.5
117.9
36.0
Other income
(40.4)
(47.6)
(88.0)
10.9
65.8
30.7
96.5
28
The following table sets forth a reconciliation of net loss to Adjusted EBITDA:
Plus:
Income tax provision (1)
136.0
129.6
275.9
248.7
Certain operating expense (2)
2.3
Equity in earnings of non-consolidated entities (3)
Attributable EBITDA (4)
Investment expense (income) (5)
Other expense (income) (6)
114.3
(19.7)
64.6
(77.5)
Merger, acquisition and other costs (7)
Stock-based compensation expense (8)
Equity in earnings of non-consolidated entities during the six months ended June 30, 2026 primarily consisted of equity in earnings from AC JV of $(5.7) million. Equity in earnings of non-consolidated entities during the six months ended June 30, 2025 primarily consisted of equity in earnings from AC JV of $(2.6) million.
Equity in (earnings) of non-consolidated entities
Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures
(2.2)
(6.2)
Equity in earnings (loss) of International theatre joint ventures
Income tax benefit
Investment income
Attributable EBITDA
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Investment income during the six months ended June 30, 2026 includes realized and unrealized gains on the Company’s investments in Hycroft of $(16.5) million and interest income of $(1.3) million. Investment income during the six months ended June 30, 2025 included interest income of $(4.6) million and unrealized gains on the Company’s investments in Hycroft of $(2.5) million.
Other expense during the six months ended June 30, 2026 includes the loss on extinguishment of the New Exchangeable Notes of $33.0 million, the loss on extinguishment of the Odeon Notes due 2027 of $30.1 million, foreign currency transaction losses of $8.6 million, the increase in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $2.7 million, net periodic pension cost of $1.0 million and debt modification third party fees of $0.3 million, partially offset by the decrease in the fair value of the bifurcated embedded derivative in the New Exchangeable Notes of $(11.1) million. Other income during the six months ended June 30, 2025 included a decrease in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $(41.2) million and foreign currency transaction gains of $(36.9) million, partially offset by $0.6 million of net periodic pension cost.
NOTE 10—LOSS PER SHARE
Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted loss per share includes the effects of unvested RSUs with a service condition only, unvested contingently issuable PSUs that have service and performance conditions, and shares issuable upon exchange of the Existing Exchangeable Notes, if dilutive. Diluted loss per share is computed using the treasury stock method for the RSUs and PSUs and the if-converted method for the Existing Exchangeable Notes.
The following table sets forth the computation of basic and diluted loss per common share:
Numerator:
Net loss for basic and diluted loss per share
Denominator (shares in thousands):
Weighted average shares for basic and diluted loss per common share
Basic and diluted loss per common share
Vested RSUs and PSUs have dividend rights identical to the Company’s Common Stock and are treated as outstanding shares for purposes of computing basic and diluted loss per share.
Included in the computation of basic loss per share are 766,346 contingently issuable RSUs whose issuance conditions were satisfied when the grantee attained retirement eligibility. These contingently issuable RSUs will not be
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issued until their vesting dates. For both the three and six months ended June 30, 2026, 1,981,745 unvested RSUs were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive. For both the three and six months ended June 30, 2025, 4,560,303 unvested RSUs were excluded from the computation of diluted loss per share as their effect would have been anti-dilutive.
Unvested PSUs are subject to performance conditions and are included in diluted loss per share, if dilutive, based on the number of shares, if any, that would be issuable under the terms of the award agreements if the end of the reporting period were the end of the contingency period. For both the three and six months ended June 30, 2026, 3,557,261 unvested PSUs at certain performance targets were excluded from the computation of diluted loss per share as they would not be issuable if the end of the reporting period were the end of the contingency period or as their effect would have been anti-dilutive. For both the three and six months ended June 30, 2025, 2,201,477 unvested PSUs at certain performance targets were excluded from the computation of diluted loss per share as they would not be issuable if the end of the reporting period were the end of the contingency period or as their effect would have been anti-dilutive.
The Company excluded approximately 23.1 million shares issuable upon exchange of the Existing Exchangeable Notes from the computation of diluted loss per share for both the three and six months ended June 30, 2026 as their effect would have been anti-dilutive. The Company excluded approximately 88.7 million shares issuable upon exchange of the Existing Exchangeable Notes from the computation of diluted loss per share for both the three and six months ended June 30, 2025 as their effect would have been anti-dilutive.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
In addition to historical information, this Quarterly Report on Form 10–Q contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,” “plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which it is made. Examples of forward-looking statements include statements we make regarding future attendance levels, revenues and our liquidity. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:
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This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative but not exhaustive. In addition, new risks and uncertainties may arise from time to time. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty and we caution accordingly against relying on forward-looking statements.
Except as required by law, we assume no obligation to publicly update or revise these forward-looking statements for any reason. Actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Readers are urged to consider these factors carefully in evaluating the forward-looking statements. For further information about these and other risks and uncertainties as well as strategic initiatives, see “Item 1A. Risk Factors” of this Form 10-Q, “Item 1. Business” in our Annual Report on Form 10–K for the year ended December 31, 2025, and our other public filings.
All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included herein are made only as of the date of this Quarterly Report on Form 10–Q, and we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Overview
AMC is the world’s largest theatrical exhibition company and an industry leader in innovation and operational excellence. As of June 30, 2026, we operated theatres in 11 countries, including the United States, and various countries throughout Europe.
Our theatrical exhibition revenues are generated primarily from box office admissions and food and beverage sales. The balance of our revenues is generated from ancillary sources, including online ticketing fees, on-screen advertising, income from gift card and exchange ticket sales, rental of theatre auditoriums, retail popcorn and merchandise sales, fees earned from our customer loyalty programs, and theatrical distribution. As of June 30, 2026, we owned, operated or had interests in 845 theatres and 9,530 screens.
Box Office Admissions and Film Content
Box office admissions are our largest source of revenue. We predominantly license theatrical films from distributors owned by major film production companies and from independent distributors on a film-by-film and theatre-by-theatre basis. Film exhibition costs are based on a share of admissions revenues and are accrued based on estimates of the final settlement pursuant to our film licenses. These licenses typically state that rental fees are based on the box office performance of each film, though in certain circumstances and less frequently, our rental fees are based on a mutually agreed settlement rate that is fixed. In some European territories, film rental fees are established on a weekly basis and some licenses use a per capita agreement instead of a revenue share, paying a flat amount per ticket.
Our revenues attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor’s films in any given year. Our results of operations may vary significantly from quarter to quarter and from year to year based on the timing and popularity of film releases.
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Movie Screens
The following table provides detail with respect to Premium Large Format (“PLF”) screens (IMAX®, Dolby CinemaTM, SCREENX, 4DX, in-house), XL screens, 3D enabled screens, premium seating, and our enhanced food and beverage offerings as deployed throughout our circuit as of June 30, 2026 and June 30, 2025:
As of June 30,
Format
Number of theatres:
IMAX®
186
182
39
35
225
217
Dolby Cinema™ theatres
175
167
174
In-house PLF
74
63
80
79
154
142
Dine-in
48
51
Premium seating
368
366
90
88
458
454
XL screens
58
132
82
SCREENX
4DX
3D enabled
514
528
247
262
761
790
Number of screens:
187
183
226
218
78
67
83
161
149
666
239
679
3,648
3,641
651
618
4,299
4,259
102
91
85
193
104
2,756
2,827
913
1,042
3,669
3,869
Loyalty Programs and Other Marketing
As of June 30, 2026, we had a combined total of approximately 40.7 million member households enrolled in our AMC Stubs® A-List, AMC Stubs Premiere™, AMC Stubs Premiere GO!, and AMC Stubs Insider™ programs (collectively, “AMC Stubs”). During the six months ended June 30, 2026, our AMC Stubs members represented approximately 51.6% of AMC U.S. markets attendance.
We currently have approximately 20.8 million total members in our various International loyalty & subscription programs.
See “Item 1. Business” in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional discussion and information of our screens, seating concepts, amenities, loyalty programs and other marketing initiatives.
Holders of Shares
As of June 30, 2026, there were 892,604,638 shares of our Common Stock outstanding. Of those outstanding shares, approximately 2.2 million shares (or 0.25%) were held by 13,720 registered holders with our transfer agent and approximately 890.4 million (or 99.75%) were held by Cede & Co on behalf of the Depository Trust & Clearing Corporation, commonly referred to as held in “street name” for beneficial holders owning shares through bank or brokerage accounts.
Critical Accounting Estimates
For a discussion of our critical accounting policies and the means by which we develop estimates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Significant Events—For the Six Months Ended June 30, 2026
Odeon Credit Agreement. On April 17, 2026, Odeon Finco, a wholly-owned direct subsidiary of OCGL and an indirect subsidiary of Holdings, entered into the Odeon Credit Agreement, by and among Odeon Finco, as borrower, OCGL, as the company, the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and security agent, pursuant to which Odeon Finco borrowed $425.0 million of Odeon Term Loans due 2031. The Odeon Term Loans due 2031 bear interest at a fixed 10.50% interest rate and are subject to amortization of principal, payable in quarterly installments on the fifteenth day of each April, July, October, and January (commencing July 15, 2026), equal to 1.00% per annum.
The proceeds from the Odeon Term Loans due 2031 and approximately $38.2 million of cash from the balance sheet were used to fund the Odeon Notes Redemption of Odeon Finco’s outstanding Odeon Notes due 2027 and to pay related fees, costs, premiums and expenses, including approximately $23.5 million of interest due on the Odeon Notes due 2027. In connection with the Odeon Notes Redemption, the Odeon Notes due 2027 have been delisted from the Official List of The International Stock Exchange. We treated the Odeon Notes Redemption as an extinguishment of debt and recorded a $30.1 million loss on extinguishment. See Note 5—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for further information.
New Exchangeable Notes Voluntary Exchange. On May 4 and May 11, 2026, the Exchanging Noteholders 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 New Exchangeable Notes outstanding for shares of Common Stock, pursuant to the terms of the Indenture. The Company settled the Exchange by issuing an aggregate of 142,102,295 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). We treated the Exchange as an extinguishment of the New Exchangeable Notes (including the bifurcated embedded derivative liability for the embedded conversion features) and recorded a loss on extinguishment of $33.0 million. We adjusted the bifurcated embedded derivative liability to fair value immediately prior to the Exchange and recorded $41.3 million of expense during the three months ended June 30, 2026. During the six months ended June 30, 2026, we recorded $(11.1) million of other income related to the decrease in the fair value of the bifurcated embedded derivative liability. As a result of the Exchange, all remaining New Exchangeable Notes were cancelled in accordance with the Indenture.
Share Issuances. In June 2026, we entered into the Purchase Agreement with the Investors for the sale of 95,250,000 shares of Common Stock in the Offering, at a purchase price of $2.10 per share. The Offering closed on June 24, 2026.
In connection with the Offering, we entered into the Placement Agency Agreement with the Placement Agent, as exclusive placement agent in connection with the Offering. As compensation to the Placement Agent, the Company will pay the Placement Agent a cash fee of 5.5% of the aggregate gross proceeds raised in the Offering and will reimburse certain expenses. We will use the proceeds from the Offering to redeem the Senior Subordinated Notes due 2027, pay related fees, costs, premiums and expenses associated therewith and for general corporate purposes, which may include the repayment of other debt, the strengthening of our cash reserves and investments to enhance the moviegoing experience at our theatres.
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The below table summarizes activity during the six months ended June 30, 2026 related to the Offering:
During the six months ended June 30, 2026, we issued shares through an “at-the-market offering”. The below table summarizes the activity of the “at-the-market” offering.
See Note 6—Stockholders’ Deficit in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for further information on the share issuances.
Hycroft. On February 5, 2026, the Company exercised its remaining warrants to purchase 1,000,824 common shares of Hycroft on a cashless basis and received 765,440 common shares of Hycroft. During the six months ended June 30, 2026, we sold 700,000 common shares of Hycroft for $29.7 million. As of June 30, 2026, we held 129,478 remaining common shares of Hycroft. We recorded realized and unrealized gains related to our investments in Hycroft in investment income of $(16.5) million during the six months ended June 30, 2026.
Significant Events—For the Six Months Ended June 30, 2025
NCM ESA Amendment. On April 17, 2025, NCM entered into the Amended ESA with the Company. The term of the Amended ESA has been extended by five years through February 13, 2042. The Amended ESA was treated as a contract modification pursuant to ASC 606 – Revenue from Contracts with Customers. Accordingly, we have allocated the additional consideration from the contract modification to the exhibitor services agreement contract liability and updated the discount rate used to account for the significant financing component to 16.12%. Prior to the contract modification, the weighted average discount rate used to account for the significant financing component was approximately 7.5%. The contract liability will be reclassified to other theatre revenue over the new term of the Amended ESA as the remaining performance obligations are satisfied. Concurrently with entering into the Amended ESA, NCM and the Company reached an agreement to, among other things, dismiss with prejudice the ongoing litigation between the parties.
Share Issuances. During the six months ended June 30, 2025, we were paid $108.7 million as initial gross cash proceeds associated with the establishment of forward positions for 30.0 million shares of Common Stock.
Additionally, during the six months ended June 30, 2025, we issued shares through an “at-the-market offering.” The below table summarizes the activity of the “at-the-market” offering during the six months ended June 30, 2025:
See Note 6—Stockholders’ Deficit in the Notes to the Condensed Consolidated Financial Statements in Part I,
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Item 1 of this Form 10-Q for further information on the share issuances.
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Operating Results
The following table sets forth our consolidated revenues, operating costs and expenses:
% Change
13.2
%
16.6
17.9
16.1
14.9
14.2
16.9
Operating Costs and Expenses
12.3
12.1
13.6
0.0
*
(54.8)
(10.7)
(1.1)
7.9
21.4
23.1
Non-cash NCM exhibitor service agreement
(39.8)
100.0
(37.9)
* Percentage change in excess of 100%
Operating Data:
Screen acquisitions
Screen dispositions
100
101
Screen construction (closures), net
(11)
(12)
(18)
(5)
Average screens (1)
9,249
9,402
9,280
9,416
Number of screens operated
9,530
9,717
Number of theatres operated
845
864
Screens per theatre
11.3
Attendance (in thousands) (1)
71,290
62,807
118,912
104,710
Segment Operating Results
The following table sets forth our revenues, operating costs and expenses by reportable segment:
667.1
598.7
196.0
163.9
470.0
411.4
106.1
88.2
121.5
104.1
31.6
345.2
343.1
113.2
115.3
General and administrative expense:
34.9
1,035.0
998.3
323.6
307.0
223.6
(23.3)
Other expense (income), net:
81.3
28.3
(34.4)
102.9
94.4
13.0
15.2
(0.3)
Total other expense (income), net
203.4
113.9
42.7
Earnings (loss) before income taxes
20.2
(28.2)
(5.5)
Net earnings (loss)
18.5
(29.9)
Segment Operating Data:
57
6,933
7,077
2,316
2,325
6,958
7,131
2,572
2,586
524
540
321
324
13.3
8.0
52,529
46,889
18,761
15,918
40
1,063.7
929.8
377.8
306.3
729.0
628.6
194.4
154.4
206.7
172.8
70.5
68.5
637.3
631.5
228.4
220.1
67.8
72.6
45.1
41.6
1,817.3
1,741.0
632.4
572.7
182.1
(9.8)
10.3
(43.5)
19.8
(43.1)
(47.8)
207.3
188.2
28.5
30.4
(17.4)
246.6
165.7
68.7
(15.0)
(64.5)
(175.5)
(58.4)
(28.5)
(66.7)
(176.9)
(61.8)
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Screen construction openings (closures), net
(31)
(17)
6,963
7,090
2,317
2,326
83,262
73,796
35,650
30,914
Segment Information
Our historical results of operations for the three and six months ended June 30, 2026 and June 30, 2025, reflect the results of operations for our two theatrical exhibition reportable segments, U.S. markets and International markets.
Results of Operations—For the Three Months ended June 30, 2026, Compared to the Three Months ended June 30, 2025
Condensed Consolidated Results of Operations
Revenues. Total revenues increased $198.8 million, or 14.2%, during the three months ended June 30, 2026,
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compared to the three months ended June 30, 2025. Admissions revenues increased $100.5 million, or 13.2%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to an increase in attendance of 13.5% from 62.8 million patrons to 71.3 million patrons, partially offset by a 0.2% decrease in average ticket price. The decrease in average ticket price was primarily due to decreases in attendance for 3D and IMAX screens and increased frequency for our A-list subscription members, partially offset by increases in attendance for PLF and XL screens, increased ticket prices and increases in foreign currency translation rates. Attendance increased in U.S. and International markets due to the popularity of film product compared to the prior year.
Food and beverage revenues increased $76.5 million, or 15.3%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the increase in attendance and increase in food and beverage per patron. Food and beverage per patron increased 1.6% from $7.95 to $8.08 primarily due to an increase in average prices and the percentage of guests making transactions and increases in foreign currency translation rates, partially offset by lower units per transaction by guests.
Total other theatre revenues increased $21.8 million, or 16.1%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to increases in income from ticket fees due to the increase in attendance, the number of guests paying ticket fees and increases in the price of ticket fees, increases in advertising income and increases in foreign currency translation rates.
Operating costs and expenses. Operating costs and expenses increased $53.3 million, or 4.1%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Film exhibition costs increased $48.2 million, or 12.3%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the increase in admissions revenue due to the factors discussed above, partially offset by the decrease in film exhibition cost percentage. As a percentage of admissions revenues, film exhibition costs were 51.0% for the three months ended June 30, 2026, compared to 51.4% for the three months ended June 30, 2025.
Food and beverage costs increased $11.6 million, or 12.1%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues due to the factors discussed above, partially offset by the decrease in food and beverage cost percentage. As a percentage of food and beverage revenues, food and beverage costs were 18.7% for the three months ended June 30, 2026, compared to 19.2% for the three months ended June 30, 2025.
Operating expense was unchanged during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. As a percentage of revenues, operating expense was 28.7% for the three months ended June 30, 2026, compared to 32.8% for the three months ended June 30, 2025. The decrease in operating expense as a percentage of revenues is primarily due to the operating leverage gained as attendance increases. Rent expense increased $1.2 million, or 0.5%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to increases in foreign currency translation rates, partially offset by a decrease in average screens of 1.6%.
Merger, acquisition, and other costs. Merger, acquisition, and other costs were $0.3 million during the three months ended June 30, 2026, compared to $0.1 million during the three months ended June 30, 2025.
Other. Other general and administrative expense decreased $6.2 million, or 10.7%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025 primarily due to decreases in legal expenses due to insurance recoveries and decreases in stock-based compensation expense, partially offset by the increase in foreign currency translation rates.
Depreciation and amortization. Depreciation and amortization decreased $1.7 million, or 2.2%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2025, partially offset by increases in foreign currency translation rates.
Other expense (income). Other expense of $109.6 million during the three months ended June 30, 2026 was primarily due to $41.3 million of expense related to the increase in fair value of the derivative liability for the embedded derivative features in the New Exchangeable Notes, $33.0 million loss on extinguishment of the New Exchangeable Notes, $30.1 million loss on extinguishment of the Odeon Notes due 2027 and $9.8 million of expense related to the increase in fair value of the derivative liability for the embedded derivative features in the Existing Exchangeable Notes, partially offset by $(0.5) million in governmental assistance, $(4.0) million in equity in earnings related to non-
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consolidated entities and $(0.4) million in foreign currency transaction gains. Other income of $(32.1) million during the three months ended June 30, 2025 was primarily due to $(23.9) million in foreign currency transaction gains, $(10.3) million of governmental assistance, and $(2.1) million of equity in earnings of non-consolidated entities, partially offset by $3.9 million of expense related to the increase in fair value of the derivative liability for the embedded conversion feature in the Existing Exchangeable Notes. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about the components of other expense (income).
Interest expense. Interest expense increased $6.4 million to $136.0 million for the three months ended June 30, 2026 compared to $129.6 million during the three months ended June 30, 2025 primarily due to increased interest expense of $31.3 million on the New 2029 Notes issued on July 24, 2025 and $1.4 million on the New Exchangeable Notes issued on July 1, 2025, partially offset by declines in interest expense of $11.4 million on the Existing 7.5% Notes due to redemptions of $590.0 million aggregate principal amount on July 24, 2025, $7.8 million on the Existing Exchangeable Notes issued on July 22, 2024 due to redemptions of $337.4 million aggregate principal amount on July 24, 2025, $2.4 million on the Muvico Term Loans due to lower interest rates, $2.2 million related to the refinancing of the Odeon Notes due 2027, $1.4 million on the Second Lien Notes due to redemptions of the remaining principal balances, $0.7 million on the Senior Subordinated Notes due 2026 due to redemptions of the remaining principal balances, and $0.5 million on the Senior Subordinated Notes due 2025 due to redemptions of the remaining principal balances. See Note 5—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about our indebtedness.
Investment expense (income). Investment expense was $0.5 million for the three months ended June 30, 2026, compared to investment income of $(1.4) million for the three months ended June 30, 2025. Investment income in the current year includes $1.5 million of unrealized losses on our investments in common shares in Hycroft, partially offset by interest income of $(1.0) million. Investment income in the prior year includes interest income of $(1.7) million, partially offset by $0.3 million of unrealized losses on our investments in common shares and warrants to purchase common shares in Hycroft. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about our investments in Hycroft.
Income tax provision. The income tax provision was $3.4 million and $1.2 million for the three months ended June 30, 2026 and June 30, 2025, respectively. See Note 7—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for further information.
Net loss. Net loss was $11.4 million and $4.7 million during the three months ended June 30, 2026, and June 30, 2025, respectively. Net loss during the three months ended June 30, 2026 compared to net loss for the three months ended June 30, 2025 was negatively impacted by the decrease in other income, the increase in interest expense, the decrease in investment income, the increase in rent expense, the increase in income tax provision and the increase in foreign currency translation rates, partially offset by the increase in attendance as a result of the popularity of new film releases compared to the prior year, decreases in depreciation and amortization and decreases in general and administrative expenses.
Theatrical Exhibition—U.S. Markets
Revenues. Total revenues increased $144.4 million, or 13.0%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Admissions revenues increased $68.4 million, or 11.4%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to an increase in attendance of 12.0% from 46.9 million patrons to 52.5 million patrons, partially offset by a 0.5% decrease in average ticket price. The decrease in average ticket price was primarily due to decreases in attendance for 3D and IMAX screens and increased frequency for our A-list subscription members, partially offset by increases in attendance for PLF and XL screens and increased ticket prices. Attendance increased in U.S. markets due to the popularity of film product compared to the prior year.
Food and beverage revenues increased $58.6 million, or 14.2%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the increase in attendance and increase in food and beverage per patron. Food and beverage per patron increased 2.1% from $8.77 to $8.95 primarily due to an increase in average prices and the percentage of guests making transactions, partially offset by lower units per transaction by guests.
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Total other theatre revenues increased $17.4 million, or 16.7%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to increases in income from ticket fees due to the increase in attendance, the number of guests paying ticket fees and increases in the price of ticket fees, and increases in advertising income.
Operating costs and expenses. Operating costs and expenses increased $36.7 million, or 3.7%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Film exhibition costs increased $36.4 million, or 11.2%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the increase in admissions revenue due to the factors discussed above, partially offset by the decrease in film exhibition cost percentage. As a percentage of admissions revenues, film exhibition costs were 54.3% for the three months ended June 30, 2026, compared to 54.4% for the three months ended June 30, 2025.
Food and beverage costs increased $6.9 million, or 9.5%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues due to the factors discussed above, partially offset by the decrease in food and beverage cost percentage. As a percentage of food and beverage revenues, food and beverage costs were 17.0% for the three months ended June 30, 2026, compared to 17.7% for the three months ended June 30, 2025.
Operating expense increased $2.1 million, or 0.6%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. As a percentage of revenues, operating expense was 27.4% for the three months ended June 30, 2026, compared to 30.8% for the three months ended June 30, 2025. The decrease in operating expense as a percentage of revenues is primarily due to the operating leverage gained as attendance increases. Rent expense decreased $1.1 million, or 0.7%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a decrease in average screens of 2.0%.
Other. Other general and administrative expense decreased $6.0 million, or 17.2%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to decreases in legal expenses due to insurance recoveries and decreases in stock-based compensation expense.
Depreciation and amortization. Depreciation and amortization decreased $1.8 million, or 3.0%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2025.
Other expense (income). Other expense of $81.3 million during the three months ended June 30, 2026 was primarily due to $41.3 million of expense related to the increase in fair value of the derivative liability for the embedded derivative features in the New Exchangeable Notes, $33.0 million loss on extinguishment of the New Exchangeable Notes and $9.8 million of expense related to the increase in fair value of the derivative liability for the embedded derivative features in the Existing Exchangeable Notes, partially offset by $(3.4) million in equity in earnings related to non-consolidated entities. Other expense of $2.3 million during the three months ended June 30, 2025 was primarily due to $3.9 million of expense related to the increase in fair value of the derivative liability for the embedded conversion feature in the Existing Exchangeable Notes, partially offset by $(2.0) million in equity in earnings related to non-consolidated entities. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about the components of other expense (income).
Interest expense. Interest expense increased $8.3 million to $121.3 million for the three months ended June 30, 2026 compared to $113.0 million during the three months ended June 30, 2025 primarily due to increased interest expense of $31.3 million on the New 2029 Notes issued on July 24, 2025 and $1.4 million on the New Exchangeable Notes issued on July 1, 2025, partially offset by declines in interest expense of $11.4 million on the Existing 7.5% Notes due to redemptions of $590.0 million aggregate principal amount on July 24, 2025, $7.8 million on the Existing Exchangeable Notes issued on July 22, 2024 due to redemptions of $337.4 million aggregate principal amount on July 24, 2025, $2.4 million on the Muvico Term Loans due to lower interest rates, $1.4 million on the Second Lien Notes due to redemptions of the remaining principal balances, $0.7 million on the Senior Subordinated Notes due 2026 due to redemptions of the remaining principal balances, and $0.5 million on the Senior Subordinated Notes due 2025 due to redemptions of the remaining principal balances. See Note 5—Corporate Borrowings and Finance Lease Liabilities in
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the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about our indebtedness.
Investment expense (income). Investment expense was $0.8 million for the three months ended June 30, 2026, compared to investment income of $(1.4) million for the three months ended June 30, 2025. Investment expense in the current year includes $1.5 million of unrealized losses on our investments in common shares in Hycroft, partially offset by interest income of $(0.7) million. Investment income in the prior year includes interest income of $(1.7) million, partially offset by $0.3 million of unrealized losses on our investments in common shares and warrants to purchase common shares in Hycroft. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about our investments in Hycroft.
Income tax provision. The income tax provision was $1.7 million and $0.5 million for the three months ended June 30, 2026 and June 30, 2025, respectively. See Note 7—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for further information.
Net earnings. Net earnings were $18.5 million and $1.5 million during the three months ended June 30, 2026, and June 30, 2025, respectively. Net earnings during the three months ended June 30, 2026 compared to net earnings for the three months ended June 30, 2025 was positively impacted by the increase in attendance as a result of the popularity of new film releases compared to the prior year, decreases in rent expense, decreases in depreciation and amortization and decreases in general and administrative expenses, partially offset by the increase in other expense, the increase in interest expense, the decrease in investment income and the increase in income tax provision.
Theatrical Exhibition—International Markets
Revenues. Total revenues increased $54.4 million, or 19.2%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Admissions revenues increased $32.1 million, or 19.6%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to an increase in attendance of 17.9% from 15.9 million patrons to 18.8 million patrons and a 1.5% increase in average ticket price. The increase in average ticket price was primarily due to increases in foreign currency translation rates. Attendance increased in International markets due to the popularity of film product compared to the prior year.
Food and beverage revenues increased $17.9 million, or 20.3%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the increase in attendance and increase in food and beverage per patron. Food and beverage per patron increased 2.2% from $5.54 to $5.66 primarily due to increases in foreign currency translation rates.
Total other theatre revenues increased $4.4 million, or 13.9%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to increases in income from ticket fees due to the increase in attendance and increase in the number of guests paying ticket fees, increases in advertising income and increases in foreign currency translation rates.
Operating costs and expenses. Operating costs and expenses increased $16.6 million, or 5.4%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Film exhibition costs increased $11.8 million, or 17.7%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the increase in admissions revenues due to the factors discussed above, partially offset by the decrease in film exhibition cost percentage. As a percentage of admissions revenues, film exhibition costs were 39.9% for the three months ended June 30, 2026, compared to 40.6% for the three months ended June 30, 2025.
Food and beverage costs increased $4.7 million, or 20.2%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues due to the factors discussed above. As a percentage of food and beverage revenues, food and beverage costs were 26.4% for the three months ended June 30, 2026 and the three months ended June 30, 2025.
Operating expense decreased by $2.1 million, or 1.8%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in operating expense was primarily due to lower salaries and utilities expenses, partially offset by the increase in foreign currency translation rates and the increase in attendance. As a percentage of revenues, operating expense was 33.5% for the three months ended June 30, 2026,
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compared to 40.6% for the three months ended June 30, 2025. The decrease in operating expense as a percentage of revenues is primarily due to the operating leverage gained as attendance increases. Rent expense increased $2.3 million, or 3.8%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to increases in foreign currency translation rates, partially offset by a decrease in average screens of 0.4%.
Other. Other general and administrative expense decreased $0.2 million, or 0.9%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Depreciation and amortization. Depreciation and amortization increased $0.1 million, or 0.5%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to increases in foreign currency translation rates, partially offset by theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2025.
Other expense (income). Other expense of $28.3 million during the three months ended June 30, 2026 was primarily due to $30.1 million loss on extinguishment of the Odeon Notes due 2027, partially offset by $(0.5) million in governmental assistance and $(0.4) million in foreign currency transaction gains. Other income of $(34.4) million during the three months ended June 30, 2025 was primarily due to $(23.9) million in foreign currency transaction gains and $(10.3) million of governmental assistance. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about the components of other expense (income).
Interest expense. Interest expense decreased $1.9 million to $14.7 million for the three months ended June 30, 2026 compared to $16.6 million during the three months ended June 30, 2025 primarily due to a $2.2 million decline related to the refinancing of the Odeon Notes due 2027. See Note 5—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about our indebtedness.
Investment income. Investment income was $(0.3) million for the three months ended June 30, 2026, compared to investment income of $0 million for the three months ended June 30, 2025. Investment income is comprised of interest income in the current period.
Income tax provision. The income tax provision was $1.7 million and $0.7 million for the three months ended June 30, 2026 and June 30, 2025, respectively. See Note 7—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for further information.
Net loss. Net loss was $29.9 million and $6.2 million during the three months ended June 30, 2026, and June 30, 2025, respectively. Net loss during the three months ended June 30, 2026 compared to net loss for the three months ended June 30, 2025 was negatively impacted by the decrease in other income, the increase in rent expense, the increase in depreciation and amortization, the increase in income tax provision and the increase in foreign currency translation rates, partially offset by the increase in attendance as a result of the popularity of new film releases compared to the prior year, the decrease in interest expense, and the decrease in general and administrative expenses and the increase in investment income.
Results of Operations—For the Six Months ended June 30, 2026, Compared to the Six Months ended June 30, 2025
Revenues. Total revenues increased $381.7 million, or 16.9%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Admissions revenues increased $205.4 million, or 16.6%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to an increase in attendance of 13.6% from 104.7 million patrons to 118.9 million patrons and a 2.7% increase in average ticket price. The increase in average ticket price was primarily due to increased ticket prices for all formats, increases in attendance for PLF and XL screens and increases in foreign currency translation rates, partially offset by decreases in attendance for 3D and IMAX screens and increased frequency for our A-list subscription members. Attendance increased in U.S. and International markets due to the popularity of film product compared to the prior year.
Food and beverage revenues increased $140.4 million, or 17.9%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the increase in attendance and increase in food and
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beverage per patron. Food and beverage per patron increased 3.9% from $7.48 to $7.77 primarily due to an increase in average prices, the percentage of guests making transactions, and increases in foreign currency translation rates, partially offset by lower units per transaction by guests.
Total other theatre revenues increased $35.9 million, or 14.9%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to increases in income from ticket fees due to the increase in attendance, the number of guests paying ticket fees and increases in the price of ticket fees, increases in advertising income and increases in foreign currency translation rates, partially offset by decreases in income from expirations of package tickets and gift cards in our International markets. As a result of our Amended ESA, advertising income increased from the prior year by $5.2 million due to an increase in discount rates related to the significant financing component of the Amended ESA, partially offset by lower amortization of deferred revenues due to an increase in the term of the Amended ESA. See Note 3—Revenue Recognition in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about the Amended ESA.
Operating costs and expenses. Operating costs and expenses increased $136.0 million, or 5.9%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Film exhibition costs increased $99.0 million, or 16.6%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the increase in admissions revenue due to the factors discussed above. As a percentage of admissions revenues, film exhibition costs were 48.3% for the six months ended June 30, 2026 and the six months ended June 30, 2025.
Food and beverage costs increased $20.8 million, or 13.6%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues due to the factors discussed above, partially offset by the decrease in food and beverage cost percentage. As a percentage of food and beverage revenues, food and beverage costs were 18.9% for the six months ended June 30, 2026, compared to 19.6% for the six months ended June 30, 2025.
Operating expense increased by $14.1 million, or 1.7%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. As a percentage of revenues, operating expense was 32.8% for the six months ended June 30, 2026, compared to 37.7% for the six months ended June 30, 2025. The decrease in operating expense as a percentage of revenues is primarily due to the operating leverage gained as attendance increases. Rent expense increased $7.2 million, or 1.6%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to increases in foreign currency translation rates, partially offset by a decrease in average screens of 1.4%.
Merger, acquisition, and other costs. Merger, acquisition, and other costs were $1.4 million during the six months ended June 30, 2026, compared to $3.1 million during the six months ended June 30, 2025. The prior year expense relates to severance costs in U.S. markets.
Other. Other general and administrative expense decreased $1.3 million, or 1.1%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025 primarily due to decreases in legal expenses due to insurance recoveries and stock-based compensation expense, partially offset by increases in foreign currency translation rates.
Depreciation and amortization. Depreciation and amortization decreased $2.1 million, or 1.4%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2025, partially offset by increases in foreign currency translation rates.
Other expense (income). Other expense of $57.2 million during the six months ended June 30, 2026 was primarily due to $33.0 million loss on extinguishment of the New Exchangeable Notes, $30.1 million loss on extinguishment of the Odeon Notes due 2027, $8.6 million in foreign currency transaction losses and $2.7 million of expense related to the increase in fair value of the derivative liability for the embedded derivative features in the Existing Exchangeable Notes, partially offset by $(11.1) million of income related to the increase in fair value of the derivative liability for the embedded derivative features in the New Exchangeable Notes, $(6.7) million in equity in earnings related to non-consolidated entities, and $(0.5) million in governmental assistance. Other income of $(90.9) million during the six months ended June 30, 2025 was primarily due to $(41.2) million of income related to the
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decrease in fair value of the derivative liability for the embedded conversion feature in the Existing Exchangeable Notes, $(36.9) million in foreign currency transaction gains, $(10.5) million of governmental assistance, and $(2.9) million of equity in earnings of non-consolidated entities. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about the components of other expense (income).
Interest expense. Interest expense increased $27.2 million to $275.9 million for the six months ended June 30, 2026 compared to $248.7 million during the six months ended June 30, 2025 primarily due to increased interest expense of $62.2 million on the New 2029 Notes issued on July 24, 2025, $9.4 million related to higher discount rates on the significant financing component of the Amended ESA and $5.0 million on the New Exchangeable Notes issued on July 1, 2025, partially offset by declines in interest expense of $22.8 million on the Existing 7.5% Notes due to redemptions of $590.0 million aggregate principal amount on July 24, 2025, $15.6 million on the Existing Exchangeable Notes issued on July 22, 2024 due to redemptions of $337.4 million aggregate principal amount on July 24, 2025, $4.5 million on the Muvico Term Loans due to lower interest rates, $2.9 million on the Second Lien Notes due to redemptions of the remaining principal balances, $1.8 million related to the refinancing of the Odeon Notes due 2027, $1.3 million on the Senior Subordinated Notes due 2026 due to redemptions of the remaining principal balances, and $1.2 million on the Senior Subordinated Notes due 2025 due to redemptions of the remaining principal balances. See Note 3—Revenue Recognition in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about the Amended ESA and Note 5—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about our indebtedness.
Investment income. Investment income was $(17.8) million for the six months ended June 30, 2026, compared to investment income of $(7.1) million for the six months ended June 30, 2025. Investment income in the current year includes $(16.5) million of realized and unrealized gains on our investments in common shares in Hycroft, and interest income of $(1.3) million. Investment income in the prior year includes interest income of $(4.6) million and $(2.5) million of unrealized gains on our investments in common shares and warrants to purchase common shares in Hycroft. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about our investments in Hycroft.
Income tax provision. The income tax provision was $5.6 million and $2.8 million for the six months ended June 30, 2026 and June 30, 2025, respectively. See Note 7—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for further information.
Net loss. Net loss was $128.5 million and $206.8 million during the six months ended June 30, 2026, and June 30, 2025, respectively. Net loss during the six months ended June 30, 2026 compared to net loss for the six months ended June 30, 2025 was positively impacted by the increase in attendance as a result of the popularity of new film releases compared to the prior year, decreases in depreciation and amortization, decreases in general and administrative expenses and the increase in investment income, partially offset by the decrease in other income, the increase in interest expense, the increase in rent expense, the increase in income tax provision and the increase in foreign currency translation rates.
Revenues. Total revenues increased $268.2 million, or 15.5%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Admissions revenues increased $133.9 million, or 14.4%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to an increase in attendance of 12.8% from 73.8 million patrons to 83.3 million patrons and a 1.4% increase in average ticket price. The increase in average ticket price was primarily due to increased ticket prices for all formats and increases in attendance for PLF and XL screens, partially offset by decreases in attendance for 3D and IMAX screens and increased frequency for our A-list subscription members. Attendance increased in U.S. markets due to the popularity of film product compared to the prior year.
Food and beverage revenues increased $100.4 million, or 16.0%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the increase in attendance and increase in food and beverage per patron. Food and beverage per patron increased 2.8% from $8.52 to $8.76 primarily due to an increase in average prices and the percentage of guests making transactions, partially offset by lower units per transaction by guests.
Total other theatre revenues increased $33.9 million, or 19.6%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to increases in income from ticket fees due to the increase in attendance, the number of guests paying ticket fees and increases in the price of ticket fees and increases in advertising income. As a result of our Amended ESA, advertising income increased from the prior year by $5.2 million due to an increase in discount rates related to the significant financing component of the Amended ESA, partially offset by lower amortization of deferred revenues due to an increase in the term of the Amended ESA. See Note 3—Revenue Recognition in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about the Amended ESA.
Operating costs and expenses. Operating costs and expenses increased $76.3 million, or 4.4%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Film exhibition costs increased $71.8 million, or 15.1%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the increase in admissions revenue due to the factors discussed above and film rental terms. As a percentage of admissions revenues, film exhibition costs were 51.6% for the six months ended June 30, 2026, compared to 51.3% for the six months ended June 30, 2025.
Food and beverage costs increased $10.2 million, or 9.0%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues due to the factors discussed above, partially offset by a decrease in food and beverage cost as a percentage of food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 17.0% for the six months ended June 30, 2026, compared to 18.1% for the six months ended June 30, 2025.
Operating expense increased by $5.8 million, or 0.9%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. As a percentage of revenues, operating expense was 31.9% for the six months ended June 30, 2026, compared to 36.5% for the six months ended June 30, 2025. The decrease in operating expense as a percentage of revenues is primarily due to the operating leverage gained as attendance increases. Rent expense decreased $1.3 million, or 0.4%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to a decrease in average screens of 1.8%.
Merger, acquisition, and other costs. Merger, acquisition, and other costs were $1.2 million during the six months ended June 30, 2026, compared to $3.1 million during the six months ended June 30, 2025. The prior year expense relates to severance costs in U.S. markets.
Other. Other general and administrative expense decreased $4.8 million, or 6.6%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to decreases in legal expenses due to insurance recoveries and stock-based compensation expense.
Depreciation and amortization. Depreciation and amortization decreased $3.5 million, or 3.0%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2025.
Other expense (income). Other expense of $19.8 million during the six months ended June 30, 2026 was primarily due to $33.0 million loss on extinguishment of the New Exchangeable Notes and $2.7 million of expense related to the increase in fair value of the derivative liability for the embedded derivative features in the Existing Exchangeable Notes, partially offset by $(11.1) million of income related to the increase in fair value of the derivative liability for the embedded derivative features in the New Exchangeable Notes, and $(6.0) million in equity in earnings related to non-consolidated entities. Other income of $(43.1) million during the six months ended June 30, 2025 was primarily due to $(41.2) million of income related to the decrease in fair value of the derivative liability for the embedded conversion feature in the Existing Exchangeable Notes and $(2.7) million of equity in earnings of non-consolidated entities. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about the components of other expense (income).
Interest expense. Interest expense increased $28.5 million to $244.2 million for the six months ended June 30, 2026 compared to $215.7 million during the six months ended June 30, 2025 primarily due to increased interest expense of $62.2 million on the New 2029 Notes issued on July 24, 2025, $9.4 million related to higher discount rates on the significant financing component of the Amended ESA and $5.0 million on the New Exchangeable Notes issued
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on July 1, 2025, partially offset by declines in interest expense of $22.8 million on the Existing 7.5% Notes due to redemptions of $590.0 million aggregate principal amount on July 24, 2025, $15.6 million on the Existing Exchangeable Notes issued on July 22, 2024 due to redemptions of $337.4 million aggregate principal amount on July 24, 2025, $4.5 million on the Muvico Term Loans due to lower interest rates, $2.9 million on the Second Lien Notes due to redemptions of the remaining principal balances, $1.3 million on the Senior Subordinated Notes due 2026 due to redemptions of the remaining principal balances, and $1.2 million on the Senior Subordinated Notes due 2025 due to redemptions of the remaining principal balances. See Note 3—Revenue Recognition in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about the Amended ESA and Note 5—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about our indebtedness.
Investment income. Investment income was $(17.4) million for the six months ended June 30, 2026, compared to investment income of $(6.9) million for the six months ended June 30, 2025. Investment income in the current year includes $(16.5) million of realized and unrealized gains on our investments in common shares in Hycroft, and interest income of $(0.9) million. Investment income in the prior year includes interest income of $(4.4) million and $(2.5) million of unrealized gains on our investments in common shares and warrants to purchase common shares in Hycroft. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about our investments in Hycroft.
Income tax provision. The income tax provision was $2.2 million and $1.4 million for the six months ended June 30, 2026 and June 30, 2025, respectively. See Note 7—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for further information.
Net loss. Net loss was $66.7 million and $176.9 million during the six months ended June 30, 2026, and June 30, 2025, respectively. Net loss during the six months ended June 30, 2026 compared to net loss for the six months ended June 30, 2025 was positively impacted by the increase in attendance as a result of the popularity of new film releases compared to the prior year, the decrease in rent expense, decreases in depreciation and amortization, decreases in general and administrative expenses and the increase in investment income, partially offset by the decrease in other income, the increase in interest expense, and the increase in income tax provision.
Revenues. Total revenues increased $113.5 million, or 21.4%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Admissions revenues increased $71.5 million, or 23.3%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to an increase in attendance of 15.3% from 30.9 million patrons to 35.7 million patrons and a 7.0% increase in average ticket price. The increase in average ticket price was primarily due to increases in foreign currency translation rates. Attendance increased in International markets due to the popularity of film product compared to the prior year.
Food and beverage revenues increased $40.0 million, or 25.9%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the increase in attendance and increase in food and beverage per patron. Food and beverage per patron increased 9.2% from $4.99 to $5.45 primarily due to the increase in foreign currency translation rates, an increase in average prices and the percentage of guests making transactions, partially offset by lower units per transaction by guests.
Total other theatre revenues increased $2.0 million, or 2.9%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to, increases in income from ticket fees due to the increase in attendance and the number of guests paying ticket fees, increases in advertising income and increases in foreign currency translation rates, partially offset by decreases in income from expirations of package tickets and gift cards in our International markets.
Operating costs and expenses. Operating costs and expenses increased $59.7 million, or 10.4%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Film exhibition costs increased $27.2 million, or 22.6%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the increase in admissions revenues due to the factors discussed above. As a percentage of admissions revenues, film exhibition costs were 39.0% for the six months ended June 30, 2026, compared to 39.2% for the six months ended June 30, 2025.
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Food and beverage costs increased $10.6 million, or 26.8%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues due to the factors discussed above. As a percentage of food and beverage revenues, food and beverage costs were 25.8% for the six months ended June 30, 2026, compared to 25.6% for the six months ended June 30, 2025.
Operating expense increased by $8.3 million, or 3.8%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in operating expense was primarily due to the increase in foreign currency translation rates and the increase in attendance. As a percentage of revenues, operating expense was 35.5% for the six months ended June 30, 2026, compared to 41.6% for the six months ended June 30, 2025. The decrease in operating expense as a percentage of revenues is primarily due to the operating leverage gained as attendance increases. Rent expense increased $8.5 million, or 7.4%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to increases in foreign currency translation rates, partially offset by a decrease in average screens of 0.4%.
Merger, acquisition, and other costs. Merger, acquisition, and other costs were $0.2 million during the six months ended June 30, 2026, compared to $0 million during the six months ended June 30, 2025.
Other. Other general and administrative expense increased $3.5 million, or 8.4%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025 primarily due to increases in foreign currency translation rates and increases in incentive bonus expense.
Depreciation and amortization. Depreciation and amortization increased $1.4 million, or 3.9%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to increases in foreign currency translation rates, partially offset by theatre closures and lower depreciation expense on theatres impaired during the year ended December 31, 2025.
Other expense (income). Other expense of $37.4 million during the six months ended June 30, 2026 was primarily due to $30.1 million loss on extinguishment of the Odeon Notes due 2027 and $8.6 million in foreign currency transaction losses, partially offset by governmental assistance of $(0.5) million. Other income of $(47.8) million during the six months ended June 30, 2025 was primarily due to $(36.9) million in foreign currency transaction gains and $(10.5) million of governmental assistance. See Note 1—Basis of Presentation in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about the components of other expense (income).
Interest expense. Interest expense decreased $1.3 million to $31.7 million for the six months ended June 30, 2026 compared to $33.0 million during the six months ended June 30, 2025 due to the refinancing of the Odeon Notes due 2027, partially offset by higher interest costs on capital and financing lease obligations. See Note 5—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for additional information about our indebtedness.
Investment income. Investment income was $(0.4) million for the six months ended June 30, 2026, compared to investment income of $(0.2) million for the six months ended June 30, 2025. Investment income is comprised of interest income in the current and prior periods.
Income tax provision. The income tax provision was $3.4 million and $1.4 million for the six months ended June 30, 2026 and June 30, 2025, respectively. See Note 7—Income Taxes in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for further information.
Net loss. Net loss was $61.8 million and $29.9 million during the six months ended June 30, 2026, and June 30, 2025, respectively. Net loss during the six months ended June 30, 2026 compared to net loss for the six months ended June 30, 2025 was negatively impacted by the decrease in other income, the increase in rent expense, increases in depreciation and amortization, increases in general and administrative expenses, the increase in income tax provision and the increase in foreign currency translation rates, partially offset by the increase in attendance as a result of the popularity of new film releases compared to the prior year, decreases in interest expense and the increase in investment income.
We present Adjusted EBITDA as a supplemental measure of our performance. We define Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets. These further adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our definition of Adjusted EBITDA and adjustments made to net earnings (loss) to calculate it are broadly consistent with how Adjusted EBITDA is defined and calculated in our debt agreements.
During the first quarter of 2026, we changed our definition of Adjusted EBITDA to adjust for net periodic pension cost. Net periodic pension cost is a recurring expense that includes several components such as service cost, interest cost, expected return on plan assets, amortization of prior service cost, and amortization of actuarial gains/losses. Additionally, we also include infrequent gains and losses from benefit curtailments and settlements of pension obligations in net periodic pension cost. We no longer believe that net periodic pension cost should be included in Adjusted EBITDA as the pension plans are frozen, service cost is zero, and the remaining components are not indicative of ongoing operating performance as they are not driven by current operating decisions and largely depend on actuarial assumptions. While not the basis for this change, the revised definition further aligns our definition of Adjusted EBITDA with the definition used in our debt agreements. The adjustment for net periodic pension cost is included in the caption titled “other expense (income)” in the condensed consolidated statement of operations and in the reconciliation of net loss to Adjusted EBITDA further below. See the components of other expense (income) table in Note 1—Basis of Presentation for net periodic pension cost recorded in each period presented. All comparative period information for Adjusted EBITDA has been re-cast to conform with the current definition. The impact of this change on previously reported Adjusted EBITDA for the three and six months ended June 30, 2025 was an improvement of $0.3 million and $0.6 million, respectively.
The following tables set forth our Adjusted EBITDA by reportable operating segment and our reconciliation of Adjusted EBITDA:
Adjusted EBITDA (In millions)
U.S. markets
International markets
Total Adjusted EBITDA
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Investment income during the six months ended June 30, 2026 includes realized and unrealized gains on our investments in Hycroft of $(16.5) million and interest income of $(1.3) million. Investment income during the six months ended June 30, 2025 included interest income of $(4.6) million and unrealized gains on our investments in Hycroft of $(2.5) million.
Other expense during the six months ended June 30, 2026 includes the loss on extinguishment of the New Exchangeable Notes of $33.0 million, the loss on extinguishment of the Odeon Notes due 2027 of $30.1 million, foreign currency transaction losses of $8.6 million, the increase in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $2.7 million, net periodic pension cost of $1.0 million and debt modification third party fees of $0.3 million, partially offset by the decrease in the fair value
of the bifurcated embedded derivative in the New Exchangeable Notes of $(11.1) million. Other income during the six months ended June 30, 2025 included a decrease in the fair value of the bifurcated embedded derivative in the Existing Exchangeable Notes of $(41.2) million and foreign currency transaction gains of $(36.9) million, partially offset by $0.6 million of net periodic pension cost.
Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net earnings (loss) as an indicator of operating performance (as determined in accordance with U.S. GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance and estimate our value.
Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. For example, Adjusted EBITDA:
During the three months ended June 30, 2026, Adjusted EBITDA in the U.S. markets was $285.6 million compared to $181.3 million during the three months ended June 30, 2025. The year-over-year increase was primarily driven by an increase in attendance due to the popularity of film releases compared to the prior year and an increase in food and beverage per patron, partially offset by lower average ticket price. During the three months ended June 30, 2026, Adjusted EBITDA in the International markets was $35.8 million compared to $8.2 million during the three months ended June 30, 2025. The year-over-year increase was primarily driven by an increase in attendance due to the popularity of film releases compared to the prior year and the increase in foreign currency translation rates, partially offset by lower amounts of governmental assistance. During the three months ended June 30, 2026, Adjusted EBITDA in the U.S. markets and International markets was $321.4 million compared to $189.5 million during the three months ended June 30, 2025, driven by the aforementioned factors impacting Adjusted EBITDA.
During the six months ended June 30, 2026, Adjusted EBITDA in the U.S. markets was $307.5 million compared to $124.2 million during the six months ended June 30, 2025. The year-over-year increase was primarily driven by an increase in attendance due to the popularity of film releases compared to the prior year, an increase in average ticket price and food and beverage per patron and an increase in advertising income in other revenues related to an increase in discount rates for the significant financing component of the Amended ESA. During the six months ended June 30, 2026, Adjusted EBITDA in the International markets was $52.2 million compared to $7.6 million during the six months ended June 30, 2025. The year-over-year increase was primarily driven by an increase in attendance due to the popularity of film releases compared to the prior year, an increase in average ticket price and food and beverage per patron and the increase in foreign currency translation rates, partially offset by lower amounts of governmental assistance and decreases in income from expirations of package tickets and gift cards. During the six months ended June 30, 2026, Adjusted EBITDA in the U.S. markets and International markets was $359.7 million compared to $131.8 million during the six months ended June 30, 2025, driven by the aforementioned factors impacting Adjusted EBITDA.
LIQUIDITY AND CAPITAL RESOURCES
Our consolidated revenues are primarily collected in cash, principally through admissions and food and beverage sales. We have an operating “float” which partially finances our operations and which generally permits us to maintain a smaller amount of working capital capacity. This float exists because admissions revenues are received in
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cash, while exhibition costs (primarily film rentals) are ordinarily paid to distributors from 14 to 49 days following receipt of admissions revenues. Film distributors generally release the films which they anticipate will be the most successful during the summer and year-end holiday seasons. Consequently, we typically generate higher revenues during such periods and experience higher working capital requirements following such periods.
We had working capital deficit (excluding restricted cash) as of June 30, 2026, and December 31, 2025 of $(901.0) million and $(1,090.6) million, respectively. As of June 30, 2026 and December 31, 2025, working capital included operating lease liabilities of $560.4 million and $560.0 million, respectively, and deferred revenues of $452.6 million and $465.5 million, respectively.
As of June 30, 2026, we had cash and cash equivalents of $778.4 million.
During the six months ended June 30, 2026, we enhanced liquidity through equity issuances. See Note 6—Stockholders’ Deficit in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for further information.
We expect, from time to time, to continue to seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. We continuously monitor the capital markets and our capital structure, and may, from time to time, seek to refinance, amend or otherwise restructure our outstanding debt on an opportunistic basis. Such repurchases, refinancings, amendments, restructurings or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, the availability of authorized share capital, contractual restrictions and other factors. The amounts involved may be material and, to the extent equity is used, dilutive.
Odeon Credit Agreement
On April 17, 2026, Odeon Finco, a wholly-owned direct subsidiary of OCGL and an indirect subsidiary of Holdings, entered into the Odeon Credit Agreement, by and among Odeon Finco, as borrower, OCGL, as the company, the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and security agent, pursuant to which Odeon Finco borrowed $425.0 million of Odeon Term Loans due 2031. The Odeon Term Loans due 2031 bear interest at a fixed 10.50% interest rate and are subject to amortization of principal, payable in quarterly installments on the fifteenth day of each April, July, October, and January (commencing July 15, 2026), equal to 1.00% per annum.
The proceeds from the Odeon Term Loans due 2031 and approximately $38.2 million of cash from the balance sheet were used to fund the Odeon Notes Redemption of Odeon Finco’s outstanding Odeon Notes due 2027 and to pay related fees, costs, premiums and expenses, including approximately $23.5 million of interest due on the Odeon Notes due 2027. In connection with the Odeon Notes Redemption, the Odeon Notes due 2027 have been delisted from the Official List of The International Stock Exchange. See Note 5—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Condensed Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q for further information.
New Exchangeable Notes Voluntary Exchange
On May 4 and May 11, 2026, the Exchanging Noteholders 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 New Exchangeable Notes outstanding for shares of Common Stock, pursuant to the terms of the Indenture. The Company settled the Exchange by issuing an aggregate of 142,102,295 shares of Common Stock to the Exchanging Noteholders (including shares issued in respect of the Exchange Adjustment Consideration (as defined in the Indenture) and $0.9 million accrued and unpaid interest). As a result of the Exchange, all remaining New Exchangeable Notes were cancelled in accordance with the Indenture.
Concurrently with the completion of the Offering, on June 24, 2026, we delivered the Notice to holders of our $125.5 million aggregate principal amount of Senior Subordinated Notes due 2027 to redeem the Senior Subordinated Notes due 2027 in full at a redemption price equal to 100.000% of the principal amount of the Senior Subordinated Notes due 2027, plus accrued and unpaid interest, if any, to July 24, 2026, the redemption date.
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Liquidity Requirements
We believe our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund our operations and satisfy our obligations currently and through the next twelve months. Our historical cash burn rates are not sustainable long-term. Based on our current cost structure, in order to achieve sustainable annual net positive cash flows from operating activities, we believe that revenues will need to be at least in line with pre-COVID-19 revenues. The Company has achieved net positive cash flows from operating activities for the six months ended June 30, 2026. Until such time as we are able to achieve sustainable annual net positive cash flows from operating activities, it is difficult to estimate our future cash burn rates and liquidity requirements. Depending on our assumptions regarding the timing and ability to achieve levels of revenue, the estimates of the required liquidity vary significantly.
There can be no assurance that the revenues, costs, attendance levels and other assumptions used to estimate our liquidity requirements and future cash burn rates will be correct, and our ability to be predictive is uncertain due to our limited ability to predict studio film release dates, the overall production and theatrical release levels and success of individual titles. Further, there can be no assurances that we will be successful in generating the additional liquidity necessary to meet our obligations beyond twelve months from the issuance of this Quarterly Report on terms acceptable to us or at all.
The following is a summary of our net cash flows for the six months ended June 30, 2026 and June 30, 2025:
(in millions)
Operating activities
Investing activities
Financing activities
Cash Flows from Operating Activities
Net cash provided by (used in) operating activities improved by $338.5 million primarily due to increases in attendance, increases in average ticket price, increases in food and beverage per patron, increases in advertising revenue, and an increase cash provided by working capital. The increase in cash provided by working capital was primarily driven by the float from film rental payments, which typically are paid to distributors 20 to 45 days following the receipt of admissions revenue. The box office in the second quarter of 2026 outperformed the box office in the second quarter of 2025.
Cash Flows from Investing Activities
Net cash used in investing activities decreased by $36.0 million primarily due to proceeds from the sale of part of our investment in Hycroft and increases in proceeds from sales of long-term assets.
We fund the costs of constructing, maintaining and remodeling our theatres through existing cash balances, cash generated from operations, lease incentives, or capital raised, as necessary. We generally lease our theatres pursuant to long-term, non-cancelable operating leases, which may require the developer who owns the property, to help fund our construction costs by offering lease incentives. We estimate that our capital expenditures, net of lease incentives, will be approximately $200.0 million to $235.0 million for the year ending December 31, 2026 to maintain and enhance operations.
Cash Flows from Financing Activities
Net cash provided by financing activities increased by $188.5 million primarily due to increased proceeds from equity issuances and decreases in cash used for principal payments of the Senior Subordinated Notes due 2025, partially offset by an increase in cash used to pay deferred financing costs.
As of June 30, 2026, we believe that we were in full compliance with all agreements, including related covenants, governing our outstanding debt.
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Formation of Unrestricted Subsidiaries
On July 22, 2024, Multi-Cinema, a Missouri corporation and a direct subsidiary of Holdings, assigned or transferred the net assets (“Theatre Net Assets”) of 175 theatres and transferred a 100% interest in certain intellectual property assets to its direct subsidiary Centertainment Development, LLC (“Centertainment”), and the Theatre Net Assets were in turn transferred to Centertainment’s direct wholly-owned subsidiary Muvico. Theatre Net Assets include lease contracts and theatre property, including furniture, fixtures, plant and equipment, and other working capital items associated directly with the theatre locations. At the same time, Muvico licensed the intellectual property back to Multi-Cinema for its continued use in the operation of its retained theatres and entered into a management agreement for Multi-Cinema to operate the theatres transferred to Muvico. Muvico and Centertainment (collectively, the “Muvico Group”) are unrestricted subsidiaries under the indenture governing Holdings’ 7.5% First Lien Senior Secured Notes (the “Existing 7.5% Notes”).
Unrestricted Subsidiaries’ Financial Information and Operating Metrics
Pursuant to the indenture governing Holdings’ Existing 7.5% Notes and the Muvico Credit Agreement governing Holdings’ and Muvico’s new term loans maturing in 2029 (the “Muvico Term Loans”), we are presenting the following financial information and operating metrics for the Muvico Group separately from Holdings and its restricted subsidiaries (the “Restricted Subsidiaries” and collectively with Holdings, the “AMC Group”). AMC Theatres of UK Limited, which is an unrestricted subsidiary under the indenture governing Holdings’ Existing 7.5% Notes, has been included with the Restricted Subsidiaries for the purposes of the following presentation of financial information and operating metrics (this subsidiary is individually immaterial). The financial information presented for AMC Group and Muvico Group is presented on a standalone basis with discrete identification of the assets, liabilities, revenues and expenses associated with the Theatre Net Assets that were transferred to Muvico. Intercompany transactions between entities within the AMC Group or within the Muvico Group have been eliminated. Certain entities within the AMC Group and within the Muvico Group are parties to intercompany management, licensing, and debt agreements with each other. These transactions are reflected discretely within the columnar presentation below and are properly eliminated upon consolidation. The financial information is also prepared using the historical cost carrying values of Holdings, the top parent entity.
Holdings and Muvico are co-borrowers and jointly and severally liable for the Muvico Term Loans. Pursuant to ASC 405-40, we have allocated fifty percent (50%) of the liabilities, interest expense and cash flows each to Muvico and Holdings, respectively. The basis of this allocation is the amount we expect each party to pay.
Three Months Ended June 30, 2026
AMCEH &
Restricted
Muvico Group
Subsidiaries/AMC
Unrestricted
Group (1)
Subsidiaries
Eliminations
600.5
262.6
430.9
145.2
Other theatre (3)
133.2
33.8
(9.5)
1,164.6
441.6
298.5
141.8
84.1
23.6
167.9
55.9
Other, excluding depreciation and amortization below (3)
56.2
58.0
18.1
1,010.2
357.9
Operating income
83.7
84.2
51.1
64.8
Intercompany interest expense (income), net
96.9
149.2
57.5
(65.5)
Income tax provision (2)
54.1
Other comprehensive loss:
Net pension gain arising during the period
Group (3)
Key operating metrics:
Average ticket price
11.69
13.19
12.11
51,385
19,905
Number of screens operated (2)
7,315
2,215
Number of theatres operated (2)
673
172
Adjusted EBITDA (4)
219.6
101.8
71.2
65.3
Certain operating expense
59
Six Months Ended June 30, 2026
1,023.9
417.6
700.0
223.4
238.3
53.1
(14.2)
1,962.2
694.1
482.3
213.6
36.6
658.5
207.2
336.7
111.2
119.5
115.6
36.2
1,851.5
612.4
110.7
81.7
32.2
25.0
104.6
131.2
(1.2)
160.7
154.6
(50.0)
(72.9)
(55.6)
Total comprehensive loss
(87.1)
60
11.70
13.30
12.12
87,502
31,410
241.7
118.0
145.9
Other expense, net
39.6
61
As of June 30, 2026
Cash and cash equivalents (1)
352.9
425.5
121.4
4.2
76.9
16.2
592.3
445.9
990.7
324.6
2,260.2
704.0
104.4
201.7
Intercompany receivables (2)
1,943.2
(1,943.2)
Investment in subsidiary
607.1
(607.1)
7,071.2
3,522.7
(2,550.3)
327.9
68.8
295.1
37.0
440.2
139.0
9.9
413.6
146.8
1,623.2
274.9
1,708.5
2,605.8
644.8
Deferred tax liability, net (4)
Intercompany payables (2)
106.0
8,523.9
2,915.6
Stockholders’ or member's equity (deficit):
Preferred stock
819.6
(819.6)
(212.5)
212.5
Total stockholders' or member's equity (deficit)
Total liabilities and stockholders’ or member's equity (deficit)
62
Gain on investments in Hycroft
4.9
4.0
(50.6)
(7.9)
24.0
(21.0)
(8.6)
26.8
(34.9)
Intercompany receivables and payables
(254.3)
254.3
(223.1)
330.0
(71.1)
(20.4)
(39.2)
(19.8)
(4.2)
Proceeds (payments) of intercompany loans
53.6
(53.6)
Net cash provided by (used in) financing activities
360.4
(62.8)
Net increase in cash and cash equivalents and restricted cash
95.4
246.8
298.6
178.7
394.0
Item 3. Quantitative and Qualitative Disclosures about Market Risk
In the ordinary course of business, our financial results are exposed to fluctuations in interest rates and foreign currency exchange rates. We manage the risk of fluctuations in interest rates by maintaining an appropriate balance between our fixed and floating-rate debt. In accordance with applicable guidance, we presented a sensitivity analysis showing the potential impact to net earnings (loss) of changes in interest rates and foreign currency exchange rates. For the six months ended June 30, 2026 and June 30, 2025, our analysis utilized a hypothetical 100 basis-point increase or decrease to the average interest rate on our variable rate debt instruments to illustrate the potential impact to interest expense of changes in interest rates. Our analysis also utilized a hypothetical 100 basis-point increase or decrease to market interest rates on our performance-based variable-rate financial instruments and fixed rate financial instruments to illustrate the potential impact to fair value of changes in interest rates.
Similarly, for the same period, our analysis used a uniform and hypothetical 10% increase in foreign currency translation rates to depict the potential impact on net earnings (loss) due to changes in foreign exchange rates. These market risk instruments and the potential impacts to the condensed consolidated statements of operations are presented below.
Market risk on performance-based & market-based variable-rate hybrid financial instruments. As of June 30, 2026, we had an aggregate of $1,984.2 million outstanding principal amount of our Muvico Term Loans which bear interest, at our option, at rates equal to either (i) a base rate plus a margin of between 500 and 600 basis points depending on the total leverage ratio of the Company and its subsidiaries on a consolidated basis (the “Total Leverage Ratio”) or (ii) Term SOFR plus a margin of between 600 and 700 basis points depending on the Total Leverage Ratio.
The rate in effect for the outstanding Muvico Term Loans was 10.639% per annum as of June 30, 2026, and 11.318% per annum for the Muvico Term Loans as of June 30, 2025.
Increases in market interest rates would cause interest expense to increase and earnings before income taxes to decrease. The change in interest expense and earnings before income taxes would be dependent upon the weighted average outstanding borrowings during the reporting period following an increase in market interest rates. A 100-basis point change in market interest rates would have increased or decreased interest expense on the Muvico Term Loans by approximately $10.0 million during the six months ended June 30, 2026.
A 100-basis point change in market interest rates would have increased or decreased interest expense on the Muvico Term Loans by $10.0 million during the six months ended June 30, 2025.
Market risk on performance-based variable-rate financial instruments. As of June 30, 2026, we had an aggregate of $903.4 million outstanding principal amount of our New 2029 Notes which bear interest ranging from 11.5% to 15.0% per annum depending on the Total Leverage Ratio. The rate in effect for the outstanding New 2029 Notes was 15.0% per annum at June 30, 2026.
A 100-basis point change in market interest rates would have caused an increase (decrease) in the fair value of our performance-based variable-rate financial instruments of approximately $21.6 million and $(21.0) million, respectively, as of June 30, 2026.
Market risk on fixed-rate financial instruments. Included in corporate borrowings as of June 30, 2026, were principal amounts of $116.1 million of our Existing Exchangeable Notes, $360.0 million of our Existing 7.5% Notes, $425.0 million of our Odeon Term Loans due 2031, and $125.5 million of our Senior Subordinated Notes due 2027. A 100-basis point change in market interest rates would have caused an increase or (decrease) in the fair value of our fixed rate financial instruments of approximately $28.2 million and $(27.1) million, respectively, as of June 30, 2026.
Included in corporate borrowings as of June 30, 2025, were principal amounts of $444.7 million of our Existing Exchangeable Notes, $950.0 million of our Existing 7.5% Notes, $131.2 million of our Second Lien Notes, $400.0 million of our Odeon Notes due 2027, $41.9 million of our Senior Subordinated Notes due 2026, and $125.5 million of our Senior Subordinated Notes due 2027. A 100-basis point change in market interest rates would have caused an increase or (decrease) in the fair value of our fixed rate financial instruments of approximately $51.2 million and $(49.3) million, respectively, as of June 30, 2025.
Foreign currency exchange rate risk. We are also exposed to market risk arising from changes in foreign currency exchange rates affecting our International markets operations. International markets revenues and operating
expenses are transacted in British Pounds, Euros, Swedish Krona and Norwegian Krone. U.S. GAAP requires that our subsidiaries use the currency of the primary economic environment in which they operate as their functional currency. If any international subsidiary operates in a highly inflationary economy, U.S. GAAP requires that the U.S. dollar be used as the functional currency. Currency fluctuations in the countries in which we operate result in us reporting exchange gains (losses) or foreign currency translation adjustments. Based upon the functional currencies in the International markets as of June 30, 2026, holding everything else constant, a hypothetical 10% increase in foreign currency translation rates to depict the potential impact to net loss of changes in foreign exchange rates would increase the aggregate net loss of our International markets for the six months ended June 30, 2026, by approximately $6.2 million. Based upon the functional currencies in the International markets as of June 30, 2025, holding everything else constant, a hypothetical 10% increase in foreign currency translation rates to depict the potential impact to net loss of changes in foreign exchange rates would increase the aggregate net loss of our International markets for the six months ended June 30, 2025, by approximately $3.0 million.
Our foreign currency translation rates increased by approximately 2.0% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, and increased 6.0% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
Item 4. Controls and Procedures.
(a)
Evaluation of disclosure controls and procedures.
The Company maintains a set of disclosure controls and procedures designed to ensure that material information required to be disclosed in its filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that material information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated these disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10–Q and have determined that such disclosure controls and procedures were effective.
(b)
Changes in internal control.
There has been no change in our internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during our most recent calendar quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings
On May 4, 2023, the Company filed a lawsuit in the Superior Court of the State of Delaware against seventeen insurers participating in its directors & officers insurance program, seeking recovery for losses incurred in connection with its defense and settlement of In re AMC Entertainment Holdings, Inc. Stockholder Litigation, No. 2023-0215-MTZ (Del. Ch.), including the settlement payment. The insurance recovery action is captioned AMC Entertainment Holdings, Inc. v. XL Specialty Insurance Co., et al., Case No. N23C-05-045 AML CCLD (Del. Super. May 4, 2023) (the “Coverage Action”). In the suit, AMC sought up to $80 million in coverage under its Executive and Corporate Securities Liability Insurance Policies sold by the defendants, which provide coverage for the policy period of January 1, 2022 through January 1, 2023 (the “Policies”) in excess of a $10 million deductible. The primary insurer in the Coverage Action paid its full $5.0 million limit and the Company reached confidential settlement agreements with all but one insurer in the Coverage Action.
The remaining insurer contested whether it owed coverage for the settlement payment, claiming it does not constitute a “Loss” under its insurance policy (the “Loss Defense”). On February 28, 2025, the court denied a motion for summary judgment by the remaining insurer in the Coverage Action, and granted the Company’s motion for summary judgment on the Loss Defense, ruling that the settlement payment constituted a covered loss. On April 9, 2025, the court entered a final judgment in favor of the Company in the amount of $5.0 million plus pre-judgment interest of $0.7 million. On December 9, 2025, the Supreme Court of the State of Delaware affirmed the Superior
Court’s decision in favor of the Company. Shortly thereafter, the remaining insurer paid the Company its full limits, plus pre- and post-judgment interest and the case was closed.
AMC also had claims for coverage from additional insurers, however, those insurers’ policies contain mandatory arbitration provisions, so they were not included in the Coverage Action. On January 24, 2025, the Company sent a notice of arbitration to the four remaining insurers with mandatory arbitration provisions on the same grounds as the Coverage Action. In April 2026, the Company entered into confidential settlement agreements with each of the additional insurers, and this matter is fully resolved.
On October 31, 2025, a purported securities class action captioned Simons v. AMC Entertainment Holdings, Inc., No. 1:25-cv-09042-JLR, was filed by a purported former holder of AMC Preferred Equity Units against the Company in the United States District Court for the Southern District of New York. The complaint asserts a claim under Section 10(b) of the Securities Exchange Act of 1934 based on allegedly false and misleading public statements and omissions by the Company during the period from August 18, 2022 to November 1, 2023 concerning the conversion of the AMC Preferred Equity Units. The complaint alleges damages of at least $178 million, plus pre-judgment interest. On June 8, 2026, Plaintiff informed the court that he no longer intends to pursue claims on a class-wide basis and sought leave to file an amended complaint to assert individual claims. On June 9, 2026, the court granted Plaintiff’s request for leave to file an amended complaint. The Company intends to defend the action vigorously.
On December 5, 2025, an action captioned Masoner v. AMC Entertainment Holdings, Inc. et al., No. N25C-12-022 was filed by two purported AMC stockholders against the Company, Adam Aron, and unspecified members of the Company’s board of directors in the Superior Court of the State of Delaware. The complaint asserted claims for, among other things, fraud, fraud on the court, breach of fiduciary duty, unjust enrichment, and conspiracy based on the 2023 settlement of the action captioned In re AMC Entertainment Holdings, Inc. Stockholder Litigation No. 2023-0215-MTZ (Del. Ch.). Plaintiffs seek, among other things, monetary damages of approximately $4.2 million, disgorgement of approximately $18 million, and declaratory, equitable, and injunctive relief. On March 18, 2026, defendants filed a motion to dismiss the complaint. On March 24, 2026, plaintiffs filed an amended complaint, which added certain current and former directors of the Company’s board of directors as defendants. On April 8, 2026, defendants filed a motion to dismiss the amended complaint, which is fully briefed and remains pending.
Item 1A. Risk Factors
Reference is made to Part I Item 1A. Risk Factors in our Annual Report on Form 10–K for the year ended December 31, 2025, which sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results. Except as set forth below, there have been no material changes to the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
There has been significant recent dilution and there may continue to be additional future dilution of our Common Stock, which could adversely affect the market price of shares of our Common Stock.
From January 1, 2020 through July 22, 2026, the outstanding shares of our Common Stock have increased by 887,396,630 shares (on a Reverse Stock Split adjusted basis) in a combination of at-the-market sales, forward sales, conversion of Series A Convertible Participating Preferred Stock, shareholder litigation settlement, conversion of Class B common stock, conversion of notes, exchanges of notes, consent fee payments, transaction fee payments, and equity grant vesting. On March 14, 2023, we held a special meeting of our stockholders and obtained the requisite stockholder approval for the certain amendments to the Company’s Third Amended and Restated Certificate of Incorporation to increase the Company’s total number of authorized shares of Common Stock and to effectuate a reverse split at a ratio of one share of Common Stock for every ten shares of Common Stock (the “Charter Amendments”) and on August 14, 2023, we filed the amendment to our certificate of incorporation implementing the Charter Amendments, effective as of August 24, 2023. In accordance with the Charter Amendments, we increased the total number of authorized shares of Common Stock from 524,173,073 to 550,000,000 shares of Common Stock and effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock outstanding (the “Reverse Stock Split”). In accordance with the terms of the Certificate of Designations governing the Series A Convertible Participating Preferred Stock, following the effectiveness of the Charter Amendments all outstanding shares of our Series A Convertible Participating Preferred Stock converted into 99,540,642 shares of Common Stock. In addition, as described below, on December 10, 2025, following approval by our stockholders at the Annual Meeting (as defined herein), we increased the total number of authorized shares of Common Stock from 550,000,000 to 1,100,000,000.
On July 22, 2024, the Company and certain of its subsidiaries consummated a series of refinancing transactions (the “2024 Refinancing Transactions”) pursuant to which Muvico issued $414.4 million aggregate principal amount of Existing Exchangeable Notes that are exchangeable into shares of Common Stock. On July 1, 2025, the Company and Muvico commenced a series of further refinancing transactions with certain of its debt holders (the “2025 Refinancing Transactions”) pursuant to which the Company issued 79,800,000 shares of Common Stock in exchange for $143.0 million aggregate principal amount of Existing Exchangeable Notes. Subsequently, on July 24, 2025, the Company exchanged approximately $194.4 million aggregate principal amount of Existing Exchangeable Notes for Muvico’s New Exchangeable Notes on a dollar-for-dollar basis. On September 30, 2025, $39.9 million aggregate principal of New Exchangeable Notes were cancelled pursuant to a downward adjustment feature in the New Exchangeable Notes, which represented the maximum possible downward adjustment under the New Exchangeable Notes.
As of June 30, 2026, approximately $116.1 million aggregate principal amount of Existing Exchangeable Notes were outstanding, including interest paid-in-kind in the form of additional Existing Exchangeable Notes (“PIK Notes”) to the holders thereof. If the outstanding Existing Exchangeable Notes were exchanged fully into shares of Common Stock as of June 30, 2026, they would be converted into an aggregate of approximately 23.1 million shares of Common Stock. If the outstanding Existing Exchangeable Notes were converted fully into shares of our Common Stock at maturity, and we were to elect to issue additional Existing Exchangeable Notes as PIK Notes on such outstanding Existing Exchangeable Notes and PIK Notes to the full extent permitted during the life of the Existing Exchangeable Notes (without regard to any limitations on our authorized share capital or on the exchange therein and giving effect to the changes in the applicable make-whole fee over the period), such Existing Exchangeable Notes (including PIK Notes) would be convertible at maturity into an aggregate of approximately 27.8 million shares of Common Stock.
At the Company’s 2025 Annual Meeting of Stockholders held on December 10, 2025 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of Common Stock from 550,000,000 shares to 1,100,000,000 shares (the “Authorized Share Increase”), which additional shares may be used for at-the-market sales, exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances. Accordingly, we may issue additional shares of Common Stock to raise cash to bolster our liquidity, to repay, refinance, redeem or exchange indebtedness (including expenses, accrued interest and premium, if any), for working capital, to finance strategic initiatives and future acquisitions, and to settle exchanges of the Existing Exchangeable Notes, including any PIK Notes, or for other purposes. Furthermore, in connection with the 2025 Refinancing Transactions and the issuance of the New Exchangeable Notes, we paid a consent fee to certain consenting holders of our Existing Exchangeable Notes of 10.9 million shares of Common Stock. Additionally, as consent fees for amending their respective indentures to provide us with greater flexibility to refinance our capital structure, we paid a consent fee of 4.5 million shares of Common Stock to consenting holders of the New Exchangeable Notes and 17.7 million shares of Common Stock to consenting holders of the New 2029 Notes. In addition, in connection with the Authorized Share Increase, the New Exchangeable Notes became exchangeable for shares of our Common Stock. In May 2026, we exchanged 142.1 million shares of Common Stock for the New Exchangeable Notes, including accrued and unpaid interest, representing the exchange in full of the New Exchangeable Notes for shares of Common Stock.
As of July 22, 2026, there were 892,604,638 shares of Common Stock issued and outstanding. In addition, as described above, shares of Common Stock may be used to settle exchanges of the Existing Exchangeable Notes, including any additional Existing Exchangeable Notes or interest paid in-kind by issuing Existing Exchangeable Notes, or for other purposes. We may also issue preferred equity securities or securities convertible into, or exchangeable for, or that represent the right to receive, shares of Common Stock or acquire interests in other companies, or other assets by using a combination of cash and shares of Common Stock, or just shares of Common Stock. Additionally, vesting of outstanding awards pursuant to our equity compensation program results in the issuance of new shares of Common Stock, net of any shares withheld to cover tax withholding obligations upon vesting. Any of these events may significantly dilute the ownership interests of current stockholders, reduce our earnings per share or have an adverse effect on the price of our shares of Common Stock.
As of July 22, 2026, we had approximately 168,258,701 authorized shares of Common Stock that have not been issued or reserved for issuance in connection with our employee plans or exchanges under the Existing Exchangeable Notes. As a result, we may in the future seek to obtain the requisite stockholder approval for the authorization of an additional number of authorized and unissued and unreserved shares of Common Stock, which may be used for at-the-market sales, exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances. These future issuances may be dilutive and may result in a decline in the market price of our Common Stock. The remaining authorized shares assume that no additional PIK interest is paid on the Existing Exchangeable Notes.
The market price and trading volume of our shares of Common Stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial losses.
The market prices and trading volume of our shares of Common Stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial losses. For example, during 2026 to date, the market price of our Common Stock has fluctuated from an intra-day low on the New York Stock Exchange (“NYSE”) of $0.93 per share on March 27, 2026 to an intra-day high on the NYSE of $2.96 on June 22, 2026. The last reported sale price of our Common Stock on the NYSE on July 22, 2026, was $2.25 per share. During 2026 to date, daily trading volume ranged from approximately 14,347,700 to 186,756,900 shares.
We believe that the volatility and our market prices have reflected and may continue to reflect market and trading dynamics unrelated to our underlying business, or macro or industry fundamentals, and we do not know how long these dynamics will last.
Extreme fluctuations in the market price of our Common Stock have been accompanied by reports of strong and atypical retail investor interest, including on social media and online forums. The market volatility and trading patterns we have experienced create several risks for investors, including the following:
Future increases or decreases in the market price of our Common Stock may not coincide in timing with the disclosure of news or developments by or affecting us. Accordingly, the market price of our shares of Common Stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in our business. Overall, there are various factors, many of which are beyond our control, that could negatively affect the market price of our Common Stock or result in fluctuations in the price or trading volume of our Common Stock, including:
68
The Company's current equity incentive plan has insufficient shares to make grants at historic levels. Without additional shares authorized for the plan, the Company could experience difficulties retaining and hiring executives due to its inability to issue compensatory equity awards and could experience an adverse impact on its cash flow or adverse accounting consequences from alternative forms of compensation.
The current equity incentive plan of the Company has insufficient available shares to make additional grants at historic levels. As required by NYSE rules, the Company intends to ask its stockholders for approval to allocate additional shares to the plan at its 2026 annual meeting. There can be no guarantee that the stockholders will approve additional shares. The absence of shares available under the equity incentive plan may create challenges for executive recruitment and retention. Absent additional shares, the Company could issue equity-related awards to be settled in cash. The issuance of such awards may mitigate short-term risks related to executive recruitment and retention, but cash settlements of these awards would negatively impact cash flow and would require the Company to account for these awards based on the fair value of the related equity at the end of each reporting period, giving effect to the portion of services rendered during the requisite service periods. Until such time as the stockholders approve additional shares for the equity incentive plan, equity-related awards made to executives would need to be settled in cash. Continued issuance of cash-settled awards may not be sustainable given the Company’s recent cash flow challenges.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Except as reported in Item 3.02 of our Current Reports on Form 8-K filed with the SEC on May 5, 2026 and May 13, 2026 which are incorporated by reference into this Quarterly Report on Form 10-Q, there were no sales of unregistered securities during the quarter ended June 30, 2026.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
In the second quarter of 2026, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of AMC adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of the Company, within the meaning of Item 408 of Regulation S-K. Additionally, Holdings did not adopt or terminate any Rule 10b5-1 trading arrangement during the second quarter of 2026.
Item 6. Exhibits.
EXHIBIT INDEX
EXHIBITNUMBER
DESCRIPTION
*3.1
Fourth Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc., dated as of December 10, 2025.
Odeon Credit Agreement, by and among Odeon Finco PLC, as borrower, Odeon Cinemas Group Limited, as the company, the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and security agent, dated as of April 17, 2026 (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on April 17, 2026).
Guarantee Agreement, by and between AMC Entertainment Holdings, Inc. and U.S. Bank Trust Company, National Association, dated as of April 17, 2026 (incorporated by reference from Exhibit 10.2 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on April 17, 2026).
Second Amendment to Muvico Credit Agreement, by and among AMC Entertainment Holdings, Inc. and Muvico, LLC, as borrowers, and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent, dated as of April 17, 2026 (incorporated by reference from Exhibit 10.3 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on April 17, 2026).
Placement Agency Agreement, dated June 23, 2026, between the Company and Roth Capital Partners, LLC (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on June 23, 2026).
10.5
Securities Purchase Agreement, dated June 23, 2026, between the Company and the purchasers party thereto (incorporated by reference from Exhibit 10.2 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on June 23, 2026).
*31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1
Section 906 Certifications of Adam M. Aron (Chief Executive Officer) and Sean D. Goodman (Chief Financial Officer) furnished in accordance with Securities Act Release 33-8212.
**101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
**101.SCH
Inline XBRL Taxonomy Extension Schema Document
**101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
**101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
**101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
**101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
**104
Cover Page Interactive Data File (formatted as inline XBRL and contained as Exhibit 101)
* Filed or furnished herewith, as applicable.
** Submitted electronically with this Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: July 23, 2026
/s/ Adam M. Aron
Adam M. Aron
Chairman of the Board, Chief Executive Officer and President
/s/ Sean D. Goodman
Sean D. Goodman
Executive Vice President, International Operations, Chief Financial Officer and Treasurer