NOTE 5—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

​

A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows:

​

​

​

​

The following table provides the principal payments required and maturities of corporate borrowing as of June 30, 2026:

​

Debt Repurchases

The table below summarizes the various cash debt repurchase transactions during the six months ended June 30, 2025.

​

The total carrying value of the debt extinguished in the above transactions during the six months ended June 30, 2025 was $1.3 million.

6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030

​

​

The 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 (the “Existing Exchangeable Notes”) have an effective interest rate of 15.12%.

​

Senior Secured Exchangeable Notes due 2030

​

​

The Senior Secured Exchangeable Notes due 2030 (the “New Exchangeable Notes”) had an effective interest rate of 16.54%. On March 23, 2026, the Company issued 15,378,194 shares of Common Stock for consent fees payable to the holders of the New Exchangeable Notes. The consent fees were paid as consideration for the 2025 Refinancing Transactions (as defined herein) and amendments made to the indenture governing the New Exchangeable Notes. The consent fees had previously been included as part of the bifurcated embedded derivative for the New Exchangeable Notes.

On May 4 and May 11, 2026, the holders of the New Exchangeable Notes (the “Exchanging Noteholders”) issued by Muvico, LLC, a wholly owned subsidiary of the Company (“Muvico”), delivered Notices of Voluntary Exchange to Muvico and GLAS Trust Company LLC, as exchange agent, to exchange all $155,845,562 aggregate principal amount of New Exchangeable Notes outstanding for shares of Common Stock, pursuant to the terms of the indenture governing the New Exchangeable Notes (the “Indenture”). The Company settled the exchange (the “Exchange”) by issuing an aggregate of 142,102,295 shares of Common Stock to the Exchanging Noteholders (including shares issued in respect of the Exchange Adjustment Consideration (as defined in the Indenture) and $0.9 million accrued and unpaid interest). The Company treated the Exchange as an extinguishment of the New Exchangeable Notes (including the bifurcated embedded derivative liability for the embedded conversion features) and recorded a loss on extinguishment of $33.0 million. The Company adjusted the bifurcated embedded derivative liability to fair value immediately prior to the Exchange and recorded $41.3 million of expense during the three months ended June 30, 2026. During the six months ended June 30, 2026, the Company recorded $(11.1) million of other income related to the decrease in the fair value of the bifurcated embedded derivative liability. As a result of the Exchange, all remaining New Exchangeable Notes were cancelled in accordance with the Indenture.

New 2029 Notes Amendments

On February 12, 2026, and February 24, 2026, Holdings, Muvico and certain holders of Muvico’s new Senior Secured Notes due 2029 (the “New 2029 Notes”) (such holders, the “New 2029 Noteholders”) agreed to amend the indenture governing the New 2029 Notes (the “2029 Notes Indenture”). The amendments (the “Indenture Amendments”) among other things, provide the Company with flexibility to:

In consideration for the New 2029 Noteholders’ agreement to the Indenture Amendments, the Company issued 17,739,549 shares of Common Stock as a consent fee. The Indenture Amendments were treated as a modification of the New 2029 Notes and the Company recorded $18.8 million to deferred financing costs and to stockholder’s deficit for the consent fees paid in shares.

Odeon Credit Agreement & Odeon Notes Redemption

On April 17, 2026, Odeon Finco, a wholly-owned direct subsidiary of OCGL and an indirect subsidiary of Holdings, entered into a Credit Agreement (the “Odeon Credit Agreement”), by and among Odeon Finco, as borrower, OCGL, as the company, the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and security agent, pursuant to which Odeon Finco borrowed $425.0 million of new term loans maturing in 2031 (the “Odeon Term Loans due 2031”). The proceeds from the Odeon Term Loans due 2031 and approximately $38.2 million of cash from the balance sheet were used to fund the full redemption (the “Odeon Notes Redemption”) of Odeon Finco’s outstanding Odeon Notes due 2027 and to pay related fees, costs, premiums and expenses, including approximately $23.5 million of interest due on the Odeon Notes due 2027. In connection with the Odeon Notes Redemption, the Odeon Notes due 2027 have been delisted from the Official List of The International Stock Exchange. The Company treated the Odeon Notes Redemption as an extinguishment of debt and recorded a $30.1 million loss on extinguishment. The Odeon Term Loans due 2031 were issued with a 2.0% discount ($8.5 million) and the Company incurred $21.4 million of debt issuance costs. The discount and debt issuance costs will be amortized to interest expense over the term of the Odeon Term Loans due 2031 using the effective interest method.

Interest, Amortization, Guarantees and Security

The Odeon Credit Agreement provides for the Odeon Term Loans due 2031 in an initial aggregate principal amount of $425.0 million and which mature on April 17, 2031. The Odeon Term Loans due 2031 bear interest at a fixed 10.50% interest rate and are subject to amortization of principal, payable in quarterly installments on the fifteenth day of each April, July, October and January (commencing on July 15, 2026), equal to 1.00% of the principal balance on April 17, 2026 per annum. The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the Odeon Term Loans due 2031 is payable at maturity.

The Odeon Term Loans due 2031 are, subject to limited exceptions, fully and unconditionally guaranteed on a joint and several basis by OCGL and certain subsidiaries of OCGL (the “OCGL Subsidiaries”). The Odeon Term Loans due 2031 are also fully and unconditionally guaranteed by Holdings, on a standalone and unsecured basis, pursuant to the terms of a Guarantee Agreement dated as of April 17, 2026 between Holdings and U.S. Bank Trust Company, National Association (the “AMC Guaranty”).

The Odeon Term Loans due 2031 are secured by OCGL and the OCGL Subsidiaries on a first-priority basis by (i) a fixed charge or security interest, as applicable, over the shares of Odeon Finco, OCGL and certain of the OCGL Subsidiaries; (ii) an assignment of rights held by Odeon Finco under a proceeds loan agreement between Odeon Finco and OCGL with respect to the proceeds of the Odeon Term Loans due 2031; (iii) a fixed charge or security interest, as applicable, over certain bank accounts, intercompany receivables, intellectual property rights and other assets of Odeon Finco, OCGL and certain of the OCGL Subsidiaries; and (iv) a floating charge over substantially all other assets of Odeon Finco, OCGL and certain of the OCGL Subsidiaries that are incorporated in England and Wales. Holdings has not pledged any of its assets to secure the Odeon Term Loans due 2031 or the related guarantees and the AMC Guaranty does not benefit from any security interest over the collateral or any other asset.

Covenants and Events of Default

The Odeon Credit Agreement contains covenants that limit OCGL and the OCGL Subsidiaries’ ability to, among other things: (i) incur additional indebtedness or guarantee indebtedness; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) enter into transactions with its affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (vii) maintain cash in the accounts of OCGL and the OCGL Subsidiaries. These covenants are subject to a number of important limitations and exceptions. The Odeon Credit Agreement also provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Odeon Term Loans due 2031 to become immediately due and payable.

Second Amendment to Muvico Credit Agreement

In connection with the Odeon Credit Agreement, on April 17, 2026, Holdings, as borrower, Muvico, as borrower, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement dated as of July 22, 2024 (the “Muvico Credit Agreement”), as amended by the First Amendment to Muvico Credit Agreement, dated as of July 24, 2025, by and among Holdings, as borrower, Muvico, as borrower, the lenders party thereto and Wilmington Savings Fund Society, FSB, as

administrative agent and collateral agent.

The Second Amendment, among other things, amends the Muvico Credit Agreement to update the existing covenants and include additional covenants to make them as restrictive as those in the Odeon Credit Agreement.

2027 Notes Redemption Notice

Concurrently with the completion of the Offering (as defined herein), on June 24, 2026, the Company delivered a notice of full redemption (the “Notice”) to holders of its $125.5 million aggregate principal amount of Senior Subordinated Notes due 2027 to redeem the Senior Subordinated Notes due 2027 in full at a redemption price equal to 100.000% of the principal amount of the Senior Subordinated Notes due 2027, plus accrued and unpaid interest, if any, to July 24, 2026, the redemption date.

Covenant Compliance

As of June 30, 2026, the Company believes that it was in full compliance with all agreements, including related covenants, governing its outstanding debt.