UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2026
AMC ENTERTAINMENT HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33892 | 26-0303916 | ||
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification | ||
| Incorporation) | Number) |
One AMC Way
11500 Ash Street, Leawood, KS 66211
(Address of Principal Executive Offices, including Zip Code)
(913) 213-2000
(Registrant’s Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Class A common stock | AMC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 8.01 below is incorporated herein by reference. The shares of Common Stock (as defined herein) described herein were issued pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 8.01 | Other Events. |
On May 11, 2026, the holders of the Senior Secured Exchangeable Notes due 2030 (the “Exchangeable Notes,” and such holders, the “Exchanging Noteholders”) issued by Muvico, LLC (“Muvico”), a wholly owned subsidiary of AMC Entertainment Holdings, Inc. (the “Company” or “AMC”), and Muvico, completed the previously announced voluntary exchange of Exchangeable Notes for shares of AMC’s Class A common stock, par value $0.01 per share (“Common Stock”), pursuant to the terms of the indenture governing the Exchangeable Notes (the “Indenture”). As a result, on May 12, 2026, AMC issued 12,421,152 shares of Common Stock to the Exchanging Noteholders (including shares issued in respect of the Exchange Adjustment Consideration (as defined in the Indenture) and accrued and unpaid interest) (the “Exchange”) in exchange for the remaining $13,620,719 aggregate principal amount of Exchangeable Notes. As a result of the Exchange, all remaining Exchangeable Notes were cancelled in accordance with the Indenture.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMC ENTERTAINMENT HOLDINGS, INC. | ||
| Date: May 13, 2026 | By: | /s/ Sean D. Goodman |
| Name: Sean D. Goodman | ||
| Title: Executive Vice President, International Operations, Chief Financial Officer and Treasurer | ||
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