AMC ENTERTAINMENT HOLDINGS, INC.

Previous wording

On July 22, 2024, the Company and certain of its subsidiaries consummated a series of refinancing transactions (the “2024 Refinancing Transactions”) with certain lenders under the Company’s existing senior secured term loans maturing 2026 (the “Existing Term Loans”) and certain holders of its Second Lien Notes. As a part of the 2024 Refinancing Transactions, and certain subsequent open-market purchases of Existing Term Loans, the Company repurchased and/or exchanged all of its Existing Term Loans for new terms loans maturing in 2029 (the “New Term Loans”) and repurchased $414.4 million of its Second Lien Notes. In connection with the 2024 Refinancing Transactions, Muvico, LLC, a newly formed wholly-owned subsidiary of the Company, issued $414.4 million aggregate principal amount of Existing Exchangeable Notes that are exchangeable into shares of Common Stock.

Current wording

On July 22, 2024, the Company and certain of its subsidiaries consummated the 2024 Refinancing Transactions with certain lenders under the Company’s existing senior secured term loans maturing 2026 (the “Existing Term Loans”) and certain holders of its Second Lien Notes. As a part of the 2024 Refinancing Transactions, and certain subsequent open-market purchases of Existing Term Loans, the Company repurchased and/or exchanged all of its Existing Term Loans for new terms loans maturing in 2029 (the “New Term Loans”) and repurchased $414.4 million of its Second Lien Notes. In connection with the 2024 Refinancing Transactions, Muvico, LLC, a newly formed wholly-owned subsidiary of the Company, issued $414.4 million aggregate principal amount of Existing Exchangeable Notes that are exchangeable into shares of Common Stock.

Previous wording

On July 1, 2025, in connection with the 2025 Refinancing Transactions, the Company issued 79,800,000 shares of Common Stock in exchange for $143.0 million aggregate principal amount of Existing Exchangeable Notes. On July 24, 2025, the Company exchanged approximately $194.4 million aggregate principal amount of the remaining Existing Exchangeable Notes held by the Consenting Exchangeable Noteholders, on a dollar-for-dollar basis, for New Exchangeable Notes. The New Exchangeable Notes are not initially exchangeable into Common Stock but may become exchangeable subject to the authorization of a sufficient number of additional shares of our Common Stock. The principal amount of New Exchangeable Notes is subject to potential downward adjustment, depending on the trading price of the Company’s Common Stock for a period following the initial exchange.

Current wording

On July 1, 2025, in connection with the 2025 Refinancing Transactions, the Company issued 79,800,000 shares of Common Stock in exchange for $143.0 million aggregate principal amount of Existing Exchangeable Notes. On July 24, 2025, the Company exchanged approximately $194.4 million aggregate principal amount of the remaining Existing Exchangeable Notes held by the Consenting Exchangeable Noteholders, on a dollar-for-dollar basis, for New Exchangeable Notes. The New Exchangeable Notes are not initially exchangeable into Common Stock but may become exchangeable subject to the authorization of a sufficient number of additional shares of our Common Stock. On September 30, 2025, $39.9 million aggregate principal of New Exchangeable Notes was cancelled pursuant to the Principal Adjustment Feature, representing the maximum possible downward adjustment.

Previous wording

If the outstanding Existing Exchangeable Notes were converted fully into shares of our Common Stock as of the date hereof, they would be converted into an aggregate of 21,400,346 shares of Common Stock. If the outstanding Existing Exchangeable Notes were converted fully into shares of our Common Stock at maturity, and we were to elect to issue additional Existing Exchangeable Notes as interest paid-in-kind (“PIK Notes”) on such outstanding Existing Exchangeable Notes and PIK Notes to the full extent permitted during the life of the Existing Exchangeable Notes (without regard to any limitations on our authorized share capital or on the conversion therein and giving effect to the changes in the applicable make-whole fee over the period), such Existing Exchangeable Notes (including PIK Notes) would be convertible at maturity into an aggregate of 27,798,989 shares of Common Stock. In addition, the indenture governing the Existing Exchangeable Notes permits the issuance of up to an additional $50.0 million principal amount of Existing Exchangeable Notes. If such Existing Exchangeable Notes were issued (subject to any then limitations on authorized shares), these Existing Exchangeable Notes and any PIK Notes relating thereto would also be convertible into additional shares of our Common Stock.

Current wording

If the outstanding Existing Exchangeable Notes were converted fully into shares of our Common Stock as of the date hereof, they would be converted into an aggregate of 21,400,346 shares of Common Stock. If the outstanding Existing Exchangeable Notes were converted fully into shares of our Common Stock at maturity, and we were to elect to issue additional Existing Exchangeable Notes as interest paid-in-kind (“PIK Notes”) on such outstanding Existing Exchangeable Notes and PIK Notes to the full extent permitted during the life of the Existing Exchangeable Notes (without regard to any limitations on our authorized share capital or on the conversion therein and giving effect to the

Previous wording

We have no authorized shares of Common Stock remaining that have not been issued or reserved for issuance in connection with our Existing Exchangeable Notes and employee stock-based compensation plans. We expect to seek the requisite stockholder approval at the 2025 Annual Meeting of Stockholders on December 10, 2025, for the authorization of an additional number of authorized and unissued and unreserved shares of Common Stock, which may be used for at-the-market sales (subject to the caps on usage of at-the-market sales for the six months following the Required Shareholder Approval that the Company agreed to pursuant to the terms of the New Exchangeable Notes Indenture), exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances. Subject to any required stockholder authorization of additional Common Stock, we would expect to issue additional shares of Common Stock to raise cash to bolster our liquidity, to repay, refinance, redeem or exchange indebtedness (including expenses, accrued interest and premium, if any), for working capital, to finance strategic initiatives and future acquisitions, to settle conversion of the Existing Exchangeable Notes, including any PIK Notes, to settle conversion of the New Exchangeable Notes, or for other purposes. We may also issue preferred equity securities or securities convertible into, or exchangeable for, or that represent the right to receive, shares of Common Stock or acquire interests in other companies, or other assets by using a combination of cash and shares of Common Stock, or just shares of Common Stock. Additionally, vesting of outstanding awards pursuant to our current and legacy equity compensation programs results in the issuance of new shares of Common Stock, net of any shares withheld to cover tax withholding obligations upon vesting. Any of these events may significantly dilute the ownership interests of current stockholders, reduce our earnings per share or have an adverse effect on the price of our shares of Common Stock.

Current wording

We have no authorized shares of Common Stock remaining that have not been issued or reserved for issuance in connection with our Existing Exchangeable Notes and employee stock-based compensation plans. We are seeking the requisite stockholder approval at the 2025 Annual Meeting of Stockholders on December 10, 2025 (the “Annual Meeting”), for the authorization to increase the total number of authorized shares of Common Stock from 550,000,000 shares to 1,100,000,000 shares (the “Authorized Share Increase”), which additional shares may be used for at-the-market sales (subject to the caps on usage of at-the-market sales for the six months following the Required Shareholder Approval that the Company agreed to pursuant to the terms of the New Exchangeable Notes Indenture), exchanges of notes, private placement transactions, equity grant vesting and other dilutive issuances. Subject to any required stockholder authorization of additional Common Stock, we expect to issue additional shares of Common Stock to raise cash to bolster our liquidity, to repay, refinance, redeem or exchange indebtedness (including expenses, accrued interest and premium, if any), for working capital, to finance strategic initiatives and future acquisitions, to settle conversion of the Existing Exchangeable Notes, including any PIK Notes, to settle conversion of the New Exchangeable Notes, or for other purposes. In addition, if the Authorized Share Increase is approved at the Annual Meeting, the New Exchangeable Notes will become exchangeable and depending on the stock price fixed for exchange, we would expect to reserve between 66.9 million and 122.6 million shares of Common Stock to be exchanged for the New Exchangeable Notes. Furthermore, in connection with the 2025 Refinancing Transactions and the issuance of the New Exchangeable Notes, we agreed to pay a consent fee to an ad hoc group of creditors, in the form of, upon Required Shareholder Approval, $15.0 million payable in shares of Common Stock, based on a price determined during the sixty consecutive trading days immediately following the Required Shareholder Approval. If the stockholders do not approve the Authorized Share Increase or the Required Shareholder Approval is not otherwise obtained on or before January 20, 2026, Muvico is required to issue $15.0 million aggregate principal amount of additional New Exchangeable Notes to the holders of the New Exchangeable Notes to satisfy such fee.

Previous wording

The market prices and trading volume of our shares of Common Stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial losses. For example, during 2024 and 2025 to date, the market price of our Common Stock has fluctuated from an intra-day low on the New York Stock Exchange (“NYSE”) of $2.38 per share on April 16, 2024 to an intra-day high on the NYSE of $11.88 on May 14, 2024. The last reported sale price of our Common Stock on the NYSE on August 8, 2025, was $2.93 per share. During 2024 and 2025 to date, daily trading volume ranged from approximately 3,755,000 to 634,246,600 shares.

Current wording

The market prices and trading volume of our shares of Common Stock have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial losses. For example, during 2024 and 2025 to date, the market price of our Common Stock has fluctuated from an intra-day low on the New York Stock Exchange (“NYSE”) of $2.38 per share on April 16, 2024 to an intra-day high on the NYSE of $11.88 on May 14, 2024. The last reported sale price of our Common Stock on the NYSE on November 4, 2025, was $2.51 per share. During 2024 and 2025 to date, daily trading volume ranged from approximately 3,755,000 to 634,246,600 shares.

Previous wording

Our theatres are subject to varying degrees of competition in the geographic areas in which we operate. Competitors may be multi-national circuits, national circuits, regional circuits or smaller independent exhibitors. Competition among theatre exhibition companies is often intense with respect to attracting patrons, terms for licensing of motion pictures and availability and securing and maintaining desirable locations.

Current wording

Competitors may be multi-national circuits, national circuits, regional circuits or smaller independent exhibitors. Competition among theatre exhibition companies is often intense with respect to attracting patrons, terms for licensing of motion pictures and securing and maintaining desirable locations.