Equity Issuance

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 14, 2024   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   On May 14, 2024, AMC Entertainment Holdings, Inc. (the “Company”) entered into privately negotiated exchange agreements, under which it will issue an aggregate of 23,280,295 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”) in exchange for $163,850,000 aggregate principal amount of its 10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 (the “Exchange Transactions”). The Company may engage in similar transactions in the future but is under no obligation to do so. Based on the aggregate principal amount exchanged plus $6,872,597 aggregate accrued interest thereon through the relevant date of exchange, the Common Stock issued had an implied value of $7.33 per share.   Pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), the Common Stock issued in the Exchange Transactions were issued in each case to existing security holders of the Company exclusively in exchange for such holders’ securities and no commission or other remuneration was paid or given for soliciting the exchange. Other exemptions may apply.   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).   2     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 15, 2024 By: /s/ Kevin M. Connor     Name: Kevin M. Connor     Title: Senior Vice President, General Counsel and Secretary   3