Material Agreement, Private Placement (Form 8-K)

On December 22, 2025, AMC Entertainment Holdings, Inc. (the "Company" or "AMC") and Muvico, LLC, a wholly owned subsidiary of the Company ("Muvico"), and the holders of Muvico's Senior Secured Exchangeable Notes due 2030 (the "Exchangeable Notes," and such holders, the "Exchangeable Noteholders"), agreed to amend the indenture governing the Exchangeable Notes (the "Exchangeable Notes Indenture"). The amendments (the "Indenture Amendments") will amend and restate:

"Exchange Rate" means a number shares of Common Stock per $1,000 principal amount of Notes that is equal to the quotient of (x) $1,000 divided by (y) 87.5% of the Unadjusted Exchange Price; provided that, the Exchange Rate is subject to adjustment as set forth in Section 10.06; provided, further, that whenever this Indenture refers to the Exchange Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Exchange Rate immediately after the Close of Business on such date.

(i) during the ATM Restricted Period, but no earlier than February 2, 2026, AMC may conduct one or more "at-the-market" offerings of Common Stock for cash, for aggregate net proceeds not in excess of $150,000,000; and

The parties agreed to cooperate (including cooperating with the trustee and the notes collateral agent) in good faith to memorialize and effectuate the Indenture Amendments as soon as reasonably practicable. In consideration for the Exchangeable Noteholders' agreement to the Indenture Amendments, AMC will pay the Exchangeable Noteholders a fee of $6,250,000 (the "Consent Fee") payable in shares of AMC common stock. The number of shares will based on the average of the Daily VWAPs (as defined in the Exchangeable Notes Indenture) for the 60 consecutive Trading Days (as defined in the Exchangeable Notes Indenture) commencing December 22, 2025.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The issuance of AMC common stock in payment of the Consent Fee and any shares of AMC common stock that may be issued in the future upon exchange of the Exchangeable Notes will be exempt under Section 4(a)(2) and/or 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").