Form 8-K

8-K — AMC ENTERTAINMENT HOLDINGS, INC.

Accession: 0001104659-26-110057

Filed: 2026-09-24

Period: 2026-09-23

CIK: 0001411579

SIC: 7830 (SERVICES-MOTION PICTURE THEATERS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2625696d3_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2625696d3_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): September 23, 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 8.01 Other Events.

On September 23, 2026, AMC Entertainment

Holdings, Inc. (the “Company,” or “AMC”) issued a press release announcing that it priced $2,000 million

aggregate principal amount of 8.875% first lien notes due 2031 (the “Notes”) in a private offering (the

“Offering”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

The Company also announced that it priced $850 million of first lien term loans (the “New 1L Term Loans”), bearing

interest at SOFR plus 4.50% with an original issue discount of 1.50%, to be incurred under a new term loan facility (the “New 1L Term Loan Facility”).

The maturity date of the New 1L Term Loans is expected to be October 5, 2031. The Offering and the New 1L Term Loan Facility,

together with the Company’s previously announced $1,120 million second lien term loan facility with Deutsche Bank AG New York

Branch (the “New 2L Term Loan Facility” and, together with the New 1L Term Loan Facility, the “New Term Loan

Facilities”), are expected to close on or around October 5, 2026, subject to customary closing conditions. A copy of the press

release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The Notes and New Term Loan Facilities will be

guaranteed on a senior secured basis by certain of the Company’s existing and future direct or indirect wholly-owned subsidiaries,

including Muvico, LLC (“Muvico”), Odeon Cinemas Group Limited (“OCGL”) and certain subsidiaries of OCGL.

The net proceeds from the Offering, together with

the proceeds from the New Term Loan Facilities, and cash on hand, will be used (i) to fund the tender offer (the “Tender Offer”)

for AMC’s 7.500% Senior Secured Notes due 2029 (the “AMC Secured Notes”), (ii) to fund the redemption on or about February

15, 2027 of any AMC Secured Notes that are not tendered or accepted for purchase in the Tender Offer, (iii) to fund the redemption in

full of Muvico’s Senior Secured Notes due 2029 (the “Muvico 1.5L Notes”), (iv) to repay in full the term loans outstanding

under the Credit Agreement, dated as of July 22, 2024, by and among the Company and Muvico, as borrowers, the lenders party thereto and

Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, (v) to repay in full the term loans outstanding under

the Credit Agreement, dated as of April 17, 2026, by and among Odeon Finco PLC, as borrower, OCGL, the lenders party thereto and U.S.

Bank Trust Company, National Association, as administrative agent and security agent and (vi) to pay related fees, costs, premiums and

expenses.

In connection with the Offering, the Company expects

to deliver a notice of conditional full redemption to holders of the Muvico 1.5L Notes to redeem the Muvico 1.5L Notes in full at a redemption

price equal to 100.000% of the principal amount thereof plus a make-whole premium, plus accrued and unpaid interest, if any, to the applicable

redemption date (the “Redemption”). The Tender Offer is, and the Redemption is expected to be, conditioned upon the consummation

of the Offering and entry into the New Term Loan Facilities and/or other debt financing transactions resulting in aggregate gross proceeds

to the Company, its affiliates and its subsidiaries of at least $3,970 million, contemporaneously with or prior to the applicable settlement

date or redemption date.

The Notes and related guarantees were offered

only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside

the United States, only to non-U.S. investors pursuant to Regulation S. The Notes have not been and will not be registered under the Securities

Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent an effective registration

statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of

the Securities Act or any state securities laws.

This Current Report on Form 8-K does not constitute

an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation

or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

This Current Report on Form 8-K does not

constitute a notice of redemption of the Muvico 1.5L Notes or the AMC Secured Notes. Information concerning the terms and conditions of

the Redemption will be described in the notice of conditional full redemption to be distributed to holders of the Muvico 1.5L Notes by

the trustee under the indenture governing the Muvico 1.5L Notes. Information concerning the terms and conditions of the Tender Offer is

described in the Offer to Purchase, dated September 21, 2026.

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 the transactions described herein, including

the anticipated terms, timing and completion of the Offering and the New Term Loan Facilities and the expected use of proceeds therefrom,

including the Tender Offer and the Redemption, 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, 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 shares of the Company’s Class A common stock (the “Common Stock”); dilution of voting power caused by recent sales

of Common Stock and through the issuance of Common Stock underlying Muvico’s exchangeable notes and the issuance of preferred stock;

future offerings of debt, which would be senior to the Common Stock for purposes of distributions or upon liquidation, and which could

adversely affect the market price of the Common 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; limitations on AMC’s ability to utilize interest expense deductions annually under Section 163(j) of the Internal Revenue

Code of 1986, as amended, as amended by the One Big Beautiful Bill Act of 2025; 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 September 23, 2026, announcing the pricing of the First Lien Notes Offering and the New 1L Term Loan Facility.

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: September 23, 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: tm2625696d3_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

PRICING OF FIRST

LIEN NOTES AND NEW 1L TERM LOAN FACILITY

LEAWOOD,

KANSAS – September 23, 2026: AMC Entertainment Holdings, Inc. (NYSE: AMC) (the

“Company,” or “AMC”), announced today that it has priced $2,000 million aggregate principal amount of 8.875%

first lien notes due 2031 (the “Notes”) in a private offering (the “Offering”). The Company also announced

that it has priced $850 million of first lien term loans, bearing interest at SOFR plus 4.50% with an original issue discount of 1.50%, to be incurred under a new term

loan facility (the “New 1L Term Loan Facility”). The Offering and the New 1L Term Loan Facility, together with the

Company’s previously announced $1,120 million second lien term loan facility with Deutsche Bank AG New York Branch (the

“New 2L Term Loan Facility” and, together with the New 1L Term Loan Facility, the “New Term Loan

Facilities”), are expected to close on or around October 5, 2026, subject to customary closing conditions.

The Notes and New Term Loan Facilities

will be guaranteed on a senior secured basis by certain of the Company’s existing and future direct or indirect wholly-owned subsidiaries,

including Muvico, LLC (“Muvico”), Odeon Cinemas Group Limited (“OCGL”) and certain subsidiaries of OCGL.

The

net proceeds from the Offering, together with the proceeds from the New Term Loan Facilities, and cash on hand, will be used (i) to fund

the tender offer (the “Tender Offer”) for the Company’s outstanding 7.500% Senior Secured Notes due 2029 (the “AMC

Secured Notes”), (ii) to fund the redemption on or about February 15, 2027 of any AMC Secured Notes that are not tendered or accepted

for purchase in the tender offer, (iii) to fund the redemption in full of Muvico’s $903.4 million aggregate principal amount of

Senior Secured Notes due 2029 (the “Muvico 1.5L Notes”), (iv) to repay the Company’s

existing term loan facility in full, (v) to repay in full the existing term loan facility of Odeon Finco PLC, a wholly-owned direct subsidiary

of OCGL and an indirect subsidiary of AMC, and (vi) to pay related fees, costs, premiums and expenses in connection with such transactions.

In connection with the Offering, the Company expects to deliver a notice of conditional full redemption to holders of the Muvico 1.5L

Notes to redeem the Muvico 1.5L Notes in full (the “Redemption”). The Tender Offer is, and the Redemption is expected to

be, conditioned upon the consummation of the Offering and entry into the New Term Loan Facilities and/or other debt financing transactions

resulting in aggregate gross proceeds to the Company of at least $3,970 million, contemporaneously with or prior to the applicable settlement

date or redemption date.

The Notes and related guarantees were

offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of

1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation

S. The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may

not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements

or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute

an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction

in which such offering, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with

Rule 135c under the Securities Act.

This press release does not constitute

a notice of redemption of the Muvico 1.5L Notes or the AMC Secured Notes. Information concerning the terms and conditions of the Redemption

will be described in the notice of conditional full redemption to be distributed to holders of the Muvico 1.5L Notes by the trustee under

the indenture governing the Muvico 1.5L Notes. Information concerning the terms and conditions of the Tender Offer is described in the

Offer to Purchase, dated September 21, 2026.

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.

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 the transactions described herein, including the anticipated terms, timing and completion of the

Offering and the New Term Loan Facilities and the expected use of proceeds therefrom, including the Tender Offer and the Redemption,

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, 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 shares of the Company’s

Class A common stock (the “Common Stock”); dilution of voting power caused by recent sales of Common Stock and through the

issuance of Common Stock underlying Muvico’s exchangeable notes and the issuance of preferred stock; future offerings of debt,

which would be senior to the Common Stock for purposes of distributions or upon liquidation, and which could adversely affect the market

price of the Common 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; limitations

on AMC’s ability to utilize interest expense deductions annually under Section 163(j) of the Internal Revenue Code of 1986, as

amended, as amended by the One Big Beautiful Bill Act of 2025; 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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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ 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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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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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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