Form 8-K

8-K — AMC ENTERTAINMENT HOLDINGS, INC.

Accession: 0001104659-26-077513

Filed: 2026-06-25

Period: 2026-06-24

CIK: 0001411579

SIC: 7830 (SERVICES-MOTION PICTURE THEATERS)

Item: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2618471d2_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2618471d2_ex99-1.htm)

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): June 24, 2026

AMC

ENTERTAINMENT HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33892

26-0303916

(State

or Other Jurisdiction of

(Commission

File Number)

(I.R.S. Employer Identification

Incorporation)

Number)

One AMC Way

11500 Ash Street, Leawood, KS 66211

(Address of Principal Executive Offices, including

Zip Code)

(913)

213-2000

(Registrant’s Telephone Number, including

Area Code)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Class A common stock

AMC

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement.

The disclosure set forth in Item 8.01 of this

Current Report on Form 8-K under the heading “Redemption of Senior Subordinated Notes” is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 25, 2026, AMC Entertainment Holdings, Inc. (the “Company”)

issued a press release announcing that it had completed its previously disclosed registered direct offering (the “Offering”).

The full text of the press release is incorporated by reference as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in Exhibit 99.1 is being furnished pursuant

to Item 7.01 of Form 8-K, and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the

Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference

in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

Redemption of Senior Subordinated Notes

Concurrently with the completion of the

Offering, on June 24, 2026, the Company delivered a notice of full redemption (the “Notice”) to holders of its

$125,471,000 aggregate principal amount of 6.125% Senior Subordinated Notes due 2027 (the “Senior Subordinated Notes”)

to redeem the Senior Subordinated Notes in full at a redemption price equal to 100.000% of the principal amount of the Senior

Subordinated Notes, plus accrued and unpaid interest, if any, to the applicable redemption date (the “Redemption”).

This Current Report on Form 8-K does not

constitute a notice of redemption of the Senior Subordinated Notes. Information concerning the terms and conditions of the Redemption

is described in the Notice distributed to holders of the Senior Subordinated Notes by the trustee under the indenture governing the Senior

Subordinated Notes.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking

statements” within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation

Reform Act of 1995. In many cases, these forward-looking statements may be identified by the use of words such as “will,”

“may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,”

“estimates,” “intends,” “indicates,” “projects,” “goals,” “objectives,”

“targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions.

Examples of forward-looking statements include statements the Company makes regarding impacts of the industry box office in North America

and European industry attendance, the Company’s expected revenue, net loss, capital expenditures, diluted loss per share, Adjusted

EBITDA and estimated cash and cash equivalents, the potential for sustained growth, the Company’s cash generation potential, the

potential for further debt equitization, the ability to achieve the Company’s AMC Go Plan, the Company’s financial runway

and the continued box office recovery as well as the future box office outlook, including with respect to the full year 2026, the use

of proceeds from the Offering, changing market dynamics, capitalizing on opportunities to further strengthen AMC’s balance sheet

and the Redemption. Any forward-looking statement speaks only as of the date on which it is made. These forward-looking statements may

include, among other things, statements related to AMC’s current expectations regarding the performance of its business, financial

results, liquidity and capital resources and are based on information available at the time the statements are made and/or management’s

good faith belief as of that time with respect to future events, and are subject to risks, trends, uncertainties and other facts that

could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

These risks, trends, uncertainties and facts include, but are not limited to: the sufficiency of AMC’s existing cash and cash equivalents

and available borrowing capacity; AMC’s ability to obtain additional liquidity, which if not realized or insufficient to generate

the material amounts of additional liquidity that will be required unless it is able to achieve more normalized levels of operating revenues,

likely would result with AMC seeking an in-court or out-of-court restructuring of its liabilities; the effectiveness of the refinancing

transactions completed in the third quarter of 2025 and the ability to further equitize existing debt; increased use of alternative film

delivery methods or other forms of entertainment; the continued recovery of the North American and international box office; AMC’s

significant indebtedness, including its ability to meet its covenants and limitations on AMC's ability to take advantage of certain business

opportunities imposed by such covenants; shrinking exclusive theatrical release windows; the seasonality of AMC’s revenue and working

capital; intense competition in the geographic areas in which AMC operates; risks relating to impairment losses, including with respect

to goodwill and other intangibles, and theatre and other closure charges; motion picture production, promotion, marketing, and performance

including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content and choice of distributors

to release fewer feature-length films as a result of the additional financial burden imposed by tariffs; the use of artificial intelligence

(“AI”) technology in the filmmaking process and audience acceptance of movies made utilizing AI technology; general and international

economic, political, regulatory and other risks, including but not limited to rising interest rates; AMC’s lack of control over

distributors of films; limitations on the availability of capital, including on the authorized number of Common Stock; dilution of voting

power caused by recent sales of Common Stock and through the issuance of Common Stock underlying Muvico, LLC’s exchangeable notes

and the issuance of preferred stock; AMC’s ability to achieve expected synergies, benefits and performance from its strategic initiatives;

AMC’s ability to refinance its indebtedness on favorable terms; AMC’s ability to optimize its theatre circuit; AMC’s

ability to recognize interest deduction carryforwards, net operating loss carryforwards, and other tax attributes to reduce future tax

liability; supply chain disruptions, labor shortages, increased cost and inflation; and other factors discussed in the reports AMC has

filed with the SEC. Should one or more of these risks, trends, uncertainties, or facts materialize, or should underlying assumptions prove

incorrect, actual results may vary materially from those indicated or anticipated by the forward-looking statements contained herein.

Accordingly, the Company cautions you against relying on forward-looking statements, which speak only as of the date they are made.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description of Exhibit

99.1

Press Release, dated June 25, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

AMC ENTERTAINMENT HOLDINGS, INC.

Date: June 25, 2026

By:

/s/ Edwin F. Gladbach

Name: Edwin F. Gladbach

Title: Senior Vice President, General Counsel and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2618471d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

INVESTOR

RELATIONS:

John Merriwether, 866-248-3872

InvestorRelations@amctheatres.com

MEDIA

CONTACTS:

Ryan Noonan, (913) 213-2183

rnoonan@amctheatres.com

FOR IMMEDIATE RELEASE

AMC ENTERTAINMENT HOLDINGS, INC. ANNOUNCES

CLOSING OF $200 MILLION REGISTERED DIRECT OFFERING

OF COMMON STOCK

LEAWOOD,

KANSAS - (June 25, 2026) -- AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC” or “the

Company”), announced today that it closed its previously announced registered direct offering of an aggregate of 95,250,000

shares of AMC common stock for gross proceeds of approximately $200 million (the “Offering”), before

deducting agent fees and offering expenses.

AMC intends to use the proceeds from the Offering primarily to immediately call and soon thereafter redeem all of its $125,471,000 aggregate

principal amount of 6.125% Senior Subordinated Notes due 2027. As a result, AMC does not anticipate any material debt principal repayments

coming due prior to calendar year 2029.

In addition, the proceeds will serve to pay related fees, costs, premiums and expenses associated

with the Offering and the Senior Subordinated Notes redemption, as well as for general corporate purposes, which may include the repayment

of other debt. The remainder of the proceeds will go toward the strengthening of AMC's cash reserves, and of great importance, to growth-oriented

investments in our theatres implemented and in place as soon as this autumn. While still evidencing discipline in our capital expenditures

process, these targeted high-return projects will further enhance and elevate the moviegoing experience at some of AMC's already-higher

grossing theatres.

Commenting on the successful completion of the Offering, Adam Aron, Chairman and CEO of AMC Entertainment, said, “We

are extremely pleased with the institutional investor interest in and support of AMC that we believe is reflected in this transaction.

The successful completion of this Offering provides AMC with approximately $200 million of gross proceeds, meaningfully strengthens our

balance sheet and cash position, and allows AMC to make some attractive growth-oriented investments as soon as this autumn at some of

our already higher-grossing theatres.”

Aron continued, “Specifically, with these proceeds, we expect to repay all $125.5 million

of our Senior Subordinated Notes due in 2027, reducing debt, lowering annual cash interest expense by approximately $7.7 million, and

improving AMC's debt profile with no currently expected maturities until calendar year 2029. At the same time, the Offering increases

our cash reserves. We also can immediately commence a few targeted, high-return investments in seating upgrades and more premium screens

at some of our most important theatres that will further differentiate the guest experience that distinguishes AMC.”

Aron concluded,

“Throughout 2026, the theatrical business has been experiencing exceptional momentum with broad-based audience demand across multiple

film genres. Just this past weekend, of course, TOY STORY 5 became the seventh different film in the past three months to generate a domestic

opening weekend gross exceeding $75 million. When we look at the movies coming to our theatres in July, across the summer and towards

year-end, in our opinion, the number of movies expected to open with a strong consumer response is sure to increase markedly. Taken together,

our improved financial position and a considerably improved box office performance reinforce our confidence in AMC's growth trajectory.”

Roth Capital Partners served as the sole placement agent for the Offering.

The shares described above were offered pursuant to a shelf registration

statement on Form S-3 (File No. 333-293291), originally filed with the Securities and Exchange Commission (the “SEC”)

on February 9, 2026. The Offering was made only by means of a prospectus, including a prospectus supplement, forming a part

of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the Offering was filed

with the SEC and is available on the SEC’s website at www.sec.gov. Electronic copies may be obtained when available, from Roth Capital

Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by email at rothecm@roth.com, or by accessing

the SEC’s website, www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation

of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction

in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

state or jurisdiction.

About AMC Entertainment Holdings, Inc.

AMC is the largest movie exhibition company in the United States, the

largest in Europe and the largest throughout the world with approximately 850 theatres and 9,600 screens across the globe. AMC has propelled

innovation in the exhibition industry by: deploying its Signature power-recliner seats; delivering enhanced food and beverage choices;

generating greater guest engagement through its loyalty and subscription programs, website, and mobile apps; offering premium large format

experiences and playing a wide variety of content including the latest Hollywood releases and independent programming. For more information,

visit www.amctheatres.com.

Website Information

This press

release, along with other news about AMC, is available at www.amctheatres.com. We routinely post information that may be

important to investors in the Investor Relations section of our website, www.investor.amctheatres.com. We use this website as

a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD, and we

encourage investors to consult that section of our website regularly for important information about AMC. The information contained on,

or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document. Investors interested

in automatically receiving news and information when posted to our website can also visit www.investor.amctheatres.com to sign

up for email alerts.

Forward-Looking Statements

This communication includes “forward-looking statements”

within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act

of 1995. In many cases, these forward-looking statements may be identified by the use of words such as “will,” “may,”

“could,” “would,” “should,” “believes,” “expects,” “anticipates,”

“estimates,” “intends,” “indicates,” “projects,” “goals,” “objectives,”

“targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions.

Examples of forward-looking statements include statements the Company makes regarding impacts of the industry box office in North America

and European industry attendance, the Company’s expected revenue, net loss, capital expenditures, diluted loss per share, Adjusted

EBITDA and estimated cash and cash equivalents, the potential for sustained growth, the Company’s cash generation potential, the

potential for further debt equitization, the ability to achieve the Company’s AMC Go Plan, the Company’s financial runway

and the continued box office recovery as well as the future box office outlook, including with respect to the full year 2026, the use

of proceeds from the Offering, changing market dynamics and capitalizing on opportunities to further strengthen AMC’s balance sheet.

Any forward-looking statement speaks only as of the date on which it is made. These forward-looking statements may include, among other

things, statements related to AMC’s current expectations regarding the performance of its business, financial results, liquidity

and capital resources and are based on information available at the time the statements are made and/or management’s good faith

belief as of that time with respect to future events, and are subject to risks, trends, uncertainties and other facts that could cause

actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks,

trends, uncertainties and facts include, but are not limited to: the sufficiency of AMC’s existing cash and cash equivalents and

available borrowing capacity; AMC’s ability to obtain additional liquidity, which if not realized or insufficient to generate the

material amounts of additional liquidity that will be required unless it is able to achieve more normalized levels of operating revenues,

likely would result with AMC seeking an in-court or out-of-court restructuring of its liabilities; the effectiveness of the refinancing

transactions completed in the third quarter of 2025 and the ability to further equitize existing debt; increased use of alternative film

delivery methods or other forms of entertainment; the continued recovery of the North American and international box office; AMC’s

significant indebtedness, including its ability to meet its covenants and limitations on AMC's ability to take advantage of certain business

opportunities imposed by such covenants; shrinking exclusive theatrical release windows; the seasonality of AMC’s revenue and working

capital; intense competition in the geographic areas in which AMC operates; risks relating to impairment losses, including with respect

to goodwill and other intangibles, and theatre and other closure charges; motion picture production, promotion, marketing, and performance

including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content and choice of

distributors to release fewer feature-length films as a result of the additional financial burden imposed by tariffs; the use of artificial

intelligence (“AI”) technology in the filmmaking process and audience acceptance of movies made utilizing AI technology; general

and international economic, political, regulatory and other risks, including but not limited to rising interest rates; AMC’s lack

of control over distributors of films; limitations on the availability of capital, including on the authorized number of AMC common stock;

dilution of voting power caused by recent sales of AMC common stock and through the issuance of AMC common stock underlying Muvico LLC’s

exchangeable notes and the issuance of preferred stock; AMC’s ability to achieve expected synergies, benefits and performance from

its strategic initiatives; AMC’s ability to refinance its indebtedness on favorable terms; AMC’s ability to optimize its theatre

circuit; AMC’s ability to recognize interest deduction carryforwards, net operating loss carryforwards, and other tax attributes

to reduce future tax liability; supply chain disruptions, labor shortages, increased cost and inflation; and other factors discussed in

the reports AMC has filed with the SEC. Should one or more of these risks, trends, uncertainties, or facts materialize, or should underlying

assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by the forward-looking statements

contained herein. Accordingly, the Company cautions you against relying on forward-looking statements, which speak only as of the date

they are made.

Forward-looking statements should not be read as a guarantee of future

performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will

be achieved. For a detailed discussion of risks, trends and uncertainties facing AMC, see the section entitled “Risk Factors”

and elsewhere in the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as the

Company’s other filings with the SEC, copies of which may be obtained by visiting the Company’s Investor Relations website

at investor.amctheatres.com or the SEC’s website at www.sec.gov.

AMC does not intend, and undertakes no duty, to update any information

contained herein to reflect future events or circumstances, except as required by applicable law.

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-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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