AMC 8-K: Smart Summary

On June 23, 2026, AMC Entertainment Holdings, Inc. entered into a Securities Purchase Agreement with certain institutional investors for a registered direct offering of 95,250,000 shares of Class A common stock at $2.10 per share, expected to close on June 24, 2026, generating approximately $189M in net proceeds intended primarily to redeem $125,500,000 of outstanding senior subordinated notes.

• Securities Purchase Agreement — AMC Entertainment Holdings, Inc. and certain institutional investors; effective June 23, 2026; registered direct offering of 95,250,000 shares of Class A common stock, par value $0.01 per share, at $2.10 per share; includes customary representations, warranties, indemnification rights, and a 45-day lock-up on issuance of Common Stock or convertible securities following the June 24, 2026 closing date (subject to certain exceptions); shares offered pursuant to Registration Statement on Form S-3 (File No. 333-293291) filed February 9, 2026
• Placement Agency Agreement — AMC Entertainment Holdings, Inc. and Roth Capital Partners, LLC (exclusive placement agent); effective June 23, 2026; Roth Capital Partners, LLC to act as exclusive placement agent for the Offering

• Customary closing conditions — satisfaction of customary closing conditions required; Offering expected to close on June 24, 2026
• Lock-up period — Company agreed not to issue, enter into any agreement to issue, or announce the issuance of any shares of Common Stock or convertible/exercisable/exchangeable securities, or file any registration statement or prospectus, for 45 days following the June 24, 2026 Closing Date, subject to certain exceptions

• Gross proceeds — 95,250,000 shares × $2.10 per share = $200,025,000 aggregate gross proceeds
• Net proceeds — approximately $189M after deducting estimated Placement Agent fees, before deducting estimated offering expenses
• Placement Agent cash fee — 5.5% of aggregate gross proceeds raised in the Offering, plus reimbursement of certain expenses
• Use of proceeds — redemption of all $125,500,000 aggregate principal amount of 6.125% Senior Subordinated Notes due 2027, including related fees, costs, premiums and expenses; remainder for general corporate purposes including potential repayment of other debt, strengthening cash reserves, and investments to enhance the moviegoing experience

• AMC Entertainment Holdings, Inc. entered into a definitive agreement with certain institutional investors for the purchase and sale of an aggregate of 95,250,000 shares of AMC common stock.
• The offering is expected to result in gross proceeds of approximately $200M, before deducting agent fees and offering expenses.
• The offering was expected to close on June 24, 2026, subject to customary closing conditions.
• AMC intends to use net proceeds primarily to redeem all of its $125,500,000 aggregate principal amount of 6.125% Senior Subordinated Notes due 2027, including related fees, costs, premiums, and expenses.
• Remaining net proceeds are designated for general corporate purposes, which may include repayment of other debt, strengthening of AMC's cash reserves, and investments to enhance the moviegoing experience at AMC's theatres.
• Roth Capital Partners is acting as the sole placement agent for the offering.
• The shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-293291), originally filed with the SEC on February 9, 2026.
• AMC describes itself as 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.
• Copies of the final prospectus supplement may be obtained from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, at (800) 678-9147 or by email at rothecm@roth.com.