AMC ENTERTAINMENT HOLDINGS, INC.
For the period ended Dec 31, 2025. Filed Feb 23, 2026.
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FY2025 · Filed Feb 23, 2026
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Item 9B. Other Information
Trading Arrangements
In the fourth quarter of 2025, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of AMCadopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of the Company, within the meaning of Item 408 of Regulation S-K. Additionally, AMC Entertainment Holdings, Inc. did not adopt or terminate any Rule 10b5-1 trading arrangement during the fourth quarter of 2025.
Compensatory Arrangements of Certain Officers
In order to recognize the ongoing extraordinary efforts of the Company’s management team as the theatrical exhibition industry continues to lag its pre-pandemic performance, encourage continued engagement, and incentivize executives during continued difficult business conditions, on February 19, 2026, the Compensation Committee of the Company’s Board of Directors (the “Committee”), in consultation with the Company’s independent compensation consultant, approved modification of the performance goals for the fiscal year ended December 31, 2025, applicable to certain Performance Stock Units (“PSUs”) granted under the 2013 and 2024 Equity Incentive Plans (collectively, the “EIP”) to certain officers, including the named executive officers (“NEOs”) and certified achievement measured against such modified performance goals.
As described in the Company’s definitive proxy statement on Schedule 14A in connection with its 2025 Annual Meeting of Stockholders, filed on October 24, 2025, each year the Committee approves annual grants under the EIP, a portion of which are designated as PSUs. The PSUs are divided into tranches with each tranche allocated to a fiscal year during the three-year period covered by the grant (each a “Tranche Year”). Each tranche is eligible to vest based upon
attainment of certain financial performance goals during its applicable Tranche Year. The performance goals are established at the beginning of the applicable Tranche Year based upon the Company’s financial plan, which in turn is highly dependent upon forecasts of overall industry box office. For the 2025 Tranche Year, primarily due to changes to studio movie release schedules and weaker than expected consumer demand for the titles released, which were outside the control of the Company, industry box office was lower than the forecasts upon which the performance goals were predicated. As a result, PSUs allocated to the 2025 Tranche Year with unindexed Adjusted EBITDA performance goals would have vested at 0% and PSUs allocated to the 2025 Tranche Year with unindexed free cash flow performance goals would have vested at 0%. The Committee determined that it was equitable to index the 2025 Tranche Year performance goals to reflect actual industry conditions during the 2025 Tranche Year. After modification of the performance goals as described above, the PSUs allocated to the 2025 tranche year with adjusted EBITDA performance goals will vest at a level of 200% and PSUs allocated to the 2025 tranche year with free cash flow performance goals will vest at a level of 200%. Given the management team’s continued focus on maximizing results despite industry factors outside its control, the Committee felt that the modifications were justified and consistent with the goals of the Company’s executive compensation programs, namely to attract, retain, motivate and reward talented executives.
The table below reflects the incremental number of shares issuable (prior to tax withholding) to NEOs as a result of the modification of the performance goals:
| | |
|---|---|
| NEO | Common Stock |
| Adam Aron | 1,377,832 |
| Sean Goodman | 369,940 |
| Dan Ellis | 174,590 |
| Mark Way | 157,136 |
| Carla Chavarria | 139,598 |
As a result of the modification of the performance goals, in the first quarter of 2026 the Company estimates it will issue approximately 2.1 million additional shares of Common Stock net of tax withholding, incur approximately $4.6 million of incremental stock compensation expense, and make estimated incremental cash payments of approximately $2.1 million to cover tax withholding.
Retention Bonuses
On February 19, 2026, the Compensation Committee of the Company’s Board of Directors approved one-time cash bonuses (the “Retention Bonuses”) to each of the Company’s Executive Vice Presidents in the amounts set forth below:
| Officer | Title | Retention Bonus |
|---|---|---|
| Sean Goodman | Executive Vice President, International Operations, Chief Financial Officer & Treasurer | $1,000,000 |
| Dan Ellis | Executive Vice President, Chief Operations, Development & Marketing Officer | $500,000 |
| Mark Way | Executive Vice President, Europe | $250,000 |
The Retention Bonuses are payable in two installments with 25% payable on February 19, 2028, and 75% payable on February 19, 2029, subject to the officer’s continued employment on such dates.
2026 Annual Meeting
The Company plans to hold its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on September 24, 2026. The time and location of the 2026 Annual Meeting will be specified in the 2026 proxy statement. Because the 2026 Annual Meeting will be more than thirty (30) days prior to the anniversary of the Company’s 2025 Annual Meeting of Stockholders, the Company is disclosing a new deadline for submission of stockholder proposals for inclusion in the 2026 proxy statement pursuant to Rule 14a-8 under the Exchange Act. In accordance with Rule 14a-5(f) of the Exchange Act, the Company is hereby informing stockholders that to be considered for inclusion in the 2026 proxy statement, stockholder proposals submitted under Rule 14a-8 of the Exchange Act must be in writing and received
by the Corporate Secretary at the Company’s principal offices at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211, no later than 5:00 pm Central Time on April 30, 2026, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Such proposals must also comply with the remaining requirements of Rule 14a-8. Any proposal submitted after the foregoing deadline will not be considered timely and will be excluded from the 2026 proxy statement.
Additionally, in accordance with the advance notice provisions set forth in the Company’s Bylaws, in order for a stockholder proposal submitted outside of Rule 14a-8 or a director nomination submitted by a stockholder to be considered timely, it must be received by the Corporate Secretary not earlier than May 27, 2026, and no later than June 26, 2026. In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than July 26, 2026.
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