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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): March 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 ¨
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 issuance of the Shares (as defined herein) to the Selling Stockholders (as defined herein) was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
| Item 8.01 | Other Events. |
On March 23, 2026, AMC Entertainment Holdings, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to its effective shelf registration statement on Form S-3 (File No. 333-293291) registering the resale by the selling stockholders named therein (the “Selling Stockholders”) of up to 15,378,194 shares (the “Shares”) of Class A common stock, $0.01 par value per share, under the Securities Act. The Company will not receive any proceeds from the sale of the Shares. As previously disclosed, the Shares were issued to the Selling Stockholders on March 23, 2026 as consent fees for certain amendments to the indentures governing Muvico, LLC’s 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 and Senior Secured Exchangeable Notes due 2030, as applicable.
A copy of the opinion regarding the validity of the Shares is filed with this Current Report on Form 8-K as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 5.1 | Opinion of Weil, Gotshal & Manges LLP. | |
| 23.1 | Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1). | |
| 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: March 23, 2026 | By: | /s/ Edwin F. Gladbach |
| Name: Edwin F. Gladbach | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
Exhibit 5.1
767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax
March 23, 2026
AMC Entertainment Holdings, Inc.
One AMC Way
11500 Ash Street
Leawood, Kansas 66211
Ladies and Gentlemen:
We have acted as counsel to AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Prospectus Supplement filed on March 23, 2026 (the “Prospectus Supplement”) to the Registration Statement on Form S-3 filed on February 9, 2026 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to the offer and sale from time to time by the selling stockholders named in the Prospectus Supplement (the “Selling Stockholders”) of an aggregate of up to 15,378,194 shares of the Company’s Class A common stock, par value $0.01 per share (the “Shares”), as described in and subject to the terms of the Prospectus Supplement.
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Fourth Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware; (ii) the Fourth Amended and Restated Bylaws of the Company; (iii) the Registration Statement and the form of prospectus included therein; (iv) the Prospectus Supplement; (v) the Transaction Support Agreement, dated as of July 1, 2025, by and among, inter alios, the Company, Muvico, LLC, a wholly owned subsidiary of the Company (“Muvico”) and certain holders of Muvico’s 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030; (vi) the Letter Agreement, as amended, dated as of July 1, 2025, by and among the Company, Muvico and holders of Muvico’s Senior Secured Exchangeable Notes due 2030 (the “Exchangeable Noteholders”); (vii) the Letter Agreement, dated as of December 22, 2025, by and among the Company, Muvico and the Exchangeable Noteholders; and (viii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
| March 23, 2026 Page 2 |
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We have also assumed that (i) no stop orders suspending the Registration Statement’s effectiveness will have been issued and remain in effect, in each case, at the time the Shares are offered or issued as contemplated by the Registration Statement and the Prospectus Supplement, (ii) the Company has timely filed all necessary reports pursuant to the Securities Exchange Act of 1934, as amended, which are incorporated into the Registration Statement and Prospectus Supplement by reference and (iii) all Shares will be issued, offered and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus Supplement.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares have been duly authorized and, when sold as contemplated by the Prospectus Supplement, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this letter
as an exhibit to the Company’s Current Report on Form
8-K filed with the Commission on March 23, 2026, relating to the Prospectus Supplement and to the reference to our firm therein. In giving
such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP