v3.26.1
STOCKHOLDERS' DEFICIT
 6 Months Ended
Jun. 30, 2026
STOCKHOLDERS' DEFICIT  
STOCKHOLDERS' DEFICIT

NOTE 6—STOCKHOLDERS’ DEFICIT

Share Issuances

In June 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”) for the sale of 95,250,000 shares of Common Stock in a registered direct offering (the “Offering”), at a purchase price of $2.10 per share. The Offering closed on June 24, 2026.

In connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) on June 23, 2026 with Roth Capital Partners, LLC (the “Placement Agent”), as exclusive placement agent in connection with the Offering. As compensation to the Placement Agent, the Company paid the Placement Agent a cash fee of 5.5% of the aggregate gross proceeds raised in the Offering and reimbursed certain expenses.

The below table summarizes the activity during the six months ended June 30, 2026 related to the Offering:

​

​

​

​

​

​

Six Months Ended

(In millions)

​

June 30, 2026

Shares issued direct offering

​

​

95.3

Direct offering gross proceeds

​

$

200.0

Placement fees paid

​

$

11.0

Other third-party issuance costs incurred

​

$

0.2

Other third-party issuance costs paid

​

$

0.2

​

In February 2026, the Company entered into a sales and registration agreement (the “2026 Sales and Registration Agreement”) with Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and Yorkville Securities, LLC, from time to time acting as sales agents (in such capacity, the “Sales Agents”) relating to shares of Common Stock of the Company having an aggregate offering price of up to $150.0 million.

In accordance with the terms of the 2026 Sales and Registration Agreement, the Company issued and sold shares of Common Stock covered by the prospectus supplement from time to time through the Sales Agents. The Sales Agents acted as agents on the Company’s behalf or purchase shares of Common Stock from the Company as principal for its own account.

​

The below table summarizes the activity of the various “at-the-market” offerings for the six months ended June 30, 2026 and June 30, 2025:

​

​

​

​

​

​

​

​

​

Six Months Ended

(In millions)

​

June 30, 2026

​

June 30, 2025

Shares issued through at-the-market offering

​

​

105.3

​

​

17.1

At-the-market offering gross proceeds

​

$

150.0

​

$

63.0

Sales agent fees paid

​

$

3.0

​

$

0.6

Other third-party issuance costs incurred

​

$

1.9

​

$

0.3

Other third-party issuance costs paid

​

$

1.2

​

$

1.5

​

Additionally in May 2026, the Company issued 142,102,295 shares of Common Stock to settle the Exchange of its New Exchangeable Notes. See Note 5—Corporate Borrowings and Finance Lease Liabilities for further information.

In December 2024, the Company entered into forward sales to sell 30,000,000 shares of Common Stock in the aggregate. The shares underlying the forward sales were issued in December 2024. The Company evaluated the forwards under ASC 815—Derivatives and Hedging and concluded that the transactions consist of a subscription receivable accounted for under ASC 505-10-45-2 reflecting the Company’s right to receive prepayments and to deliver shares to the forward counterparty. Accordingly, pursuant to Regulation S-X Rule 5-02.29, the Company recorded the prepayment as an increase to additional paid-in capital with an equal and offsetting subscription receivable as a decrease to additional paid-in capital. The subscription receivable was considered a debt-like host and the Company’s right to receive additional cash consideration up to a cap price based on the movement of the share price during a valuation period is an embedded feature that meets the definition of a derivative that meets the equity classification scope exception in ASC 815-40 and is not accounted for outside of equity.

In January 2025, the Company was paid $108.7 million for prepayments in respect of the forwards. The Company reduced the subscription receivable which resulted in an increase in total additional paid–in capital. The valuation period ended on March 17, 2025 with no additional consideration owed to the Company.

​

Stock-Based Compensation

Equity Incentive Plans

On June 5, 2024, the Company’s shareholders approved a new equity incentive plan (“2024 EIP”). Awards that may be granted under the 2024 EIP include options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs”), cash awards, and other equity-based awards. The 2024 EIP will be unlimited in duration and, in the event of termination, will remain in effect as long as any shares of awards under it are outstanding and not fully vested.

Awards Granted

​

The compensation committee of AMC’s board of directors (“Compensation Committee”) has granted awards of stock, RSUs, and PSUs to certain of the Company’s employees and directors under the 2024 EIP. Each RSU or PSU is convertible into one share of Common Stock upon vesting.

Each RSU and PSU held by a participant as of a dividend record date is entitled to a dividend equivalent equal to the amount paid with respect to one share of Common Stock underlying the unit. Any such accrued dividend equivalents are paid to the holder only upon vesting of the units. The grant date fair value of the awards is based on the closing share price of the Company’s Common Stock on such grant date.

The awards granted under the Company’s equity incentive plan generally have the following features:

●Board of Directors Stock Awards: On February 19, 2026, the Company granted 869,571 fully vested shares of Common Stock to the independent members of the Company’s board of directors with a grant date fair value of $1.1 million.
●Restricted Stock Unit Awards: Each vested RSU will be settled by delivery of a single share of the Company’s Common Stock and therefore accounted for as equity instruments. Awards are generally
settled as each individual tranche vests under the relevant agreements. The Company records stock-based compensation expense on a straight-line recognition method over the requisite service period. The RSUs vest over three years, with one-third vesting each year. These RSUs will be settled within 30 days of vesting.
●Performance Stock Unit Awards: PSU awards are granted to certain members of management and executive officers. The total PSUs are divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period (“Tranche Year”). The PSUs within each Tranche Year are further divided between three performance targets: the Adjusted EBITDA performance target, the free cash flow performance target, and a target based upon various strategic initiatives. The PSU awards will vest if 80% to 120% of the performance targets are attained, with the corresponding vested unit amount ranging from 50% to 200% of the PSUs awarded. The 2026 Tranche Year strategic initiative based 2025 PSU awards will vest if four to ten two-year strategic initiatives are achieved by the end of the 2026 Tranche Year, with the corresponding vested unit amount ranging from 50% to 200% of the PSUs awarded.

The Compensation Committee establishes the annual performance targets at the beginning of each year. Therefore, in accordance with ASC 718, Compensation - Stock Compensation, the grant date (and fair value measurement date) for each Tranche Year is the date at the beginning of each year when a mutual understanding of the key terms and conditions are reached.

Special Awards

On February 19, 2026, the Compensation Committee approved modification of the performance goals applicable to the 2025 Tranche Year Adjusted EBITDA and free cash flow PSU awards. This was accounted for as a modification to the 2025 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved. This modification resulted in the immediate vesting of an additional 3,778,642 2025 Tranche Year PSUs. This was treated as a Type 3 modification (improbable-to-probable) which required the Company to recognize additional stock compensation expense based on the modification date fair values of the incremental PSUs. During the six months ended June 30, 2026, the Company recognized $4.6 million of stock compensation expense related to these awards.

On February 19, 2025, the Compensation Committee approved modification of the performance goals applicable to all 2024 Tranche Year PSU awards. This was accounted for as a modification to the 2024 Tranche Year PSU awards which lowered the Adjusted EBITDA performance target such that 146% vesting was achieved. This modification resulted in the immediate vesting of an additional 270,093 of the 2024 Tranche Year PSUs (4,181 cash settled units and 265,912 equity settled units). This was treated as a Type 3 modification (improbable-to-probable) which required the Company to recognize additional stock compensation expense based on the modification date fair values of the incremental PSUs. During the six months ended June 30, 2025, the Company recognized $1.0 million of stock compensation expense related to these awards.

​

Stock-Based Compensation Expense

The following table presents the stock-based compensation expense recorded within general and administrative: other:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

​

June 30,

​

June 30,

(In millions)

​

2026

​

2025

​

2026

​

2025

Special awards expense

​

$

—

​

$

—

​

$

4.6

​

$

1.0

Board of director stock award expense

​

​

—

​

​

—

​

​

1.1

​

​

1.3

Restricted stock unit expense

​

​

1.5

​

​

3.6

​

​

2.9

​

​

6.2

Performance stock unit expense

​

​

1.8

​

​

2.4

​

​

2.0

​

​

3.2

Total stock-based compensation expense

​

$

3.3

​

$

6.0

​

$

10.6

​

$

11.7

​

As of June 30, 2026, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $7.5 million, which reflects assumptions related to attainment of performance targets based on the scales as described below. The weighted average period over which this remaining compensation expense is expected to be recognized is approximately ten months. The Company accounts for forfeitures when they occur.

Nonvested Awards

The following table represents the equity classified nonvested RSU and PSU activity for the six months ended June 30, 2026:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

RSUs

​

PSUs

​

​

​

​

Weighted

​

​

​

Weighted

​

​

​

​

Average

​

​

​

Average

​

​

Number of

​

Grant Date

​

Number of

​

Grant Date

​

​

RSUs

​

Fair Value

​

PSUs

​

Fair Value

Nonvested at December 31, 2025

​

4,573,078

​

$

4.73

​

324,969

​

$

3.57

Granted (1)

​

—

​

​

—

​

3,448,938

​

​

1.24

Granted - Special Award

​

—

​

​

—

​

3,778,642

​

​

1.22

Vested

​

(942,900)

​

​

5.82

​

(119,307)

​

​

3.57

Vested - Special Award

​

—

​

​

—

​

(2,005,981)

​

​

1.22

Cancelled (2)

​

(882,087)

​

​

5.95

​

(97,339)

​

​

3.57

Cancelled - Special Award (2)

​

—

​

​

—

​

(1,772,661)

​

​

1.22

Nonvested at June 30, 2026

​

2,748,091

​

​

3.96

​

3,557,261

​

​

1.35

Tranche Year 2027 awarded under the 2025 PSU award with grant date fair values to be determined in year 2027 (3)

​

—

​

​

​

​

1,213,279

​

​

​

Total nonvested at June 30, 2026

​

2,748,091

​

​

​

​

4,770,540

​

​

​

​

(1)The number of PSUs granted under the 2026 Tranche Year assumes the Company will vest at 185% for the Adjusted EBITDA performance target, 200% for the free cash flow performance target, and 133% for the strategic initiatives performance target.
(2)Represents vested RSUs and PSUs surrendered in lieu of taxes. As a result, the Company paid taxes for restricted unit withholdings of approximately $3.7 million during the six months ended June 30, 2026.
(3)Assumes PSUs will vest at 100% of targets.

​

Condensed Consolidated Statements of Stockholders’ Deficit

For the Six Months Ended June 30, 2026

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated

​

​

​

​

​

​

Class A

​

Additional

​

Other

​

​

​

Total

​

​

Common Stock

​

Paid-in

​

Comprehensive

​

Accumulated

​

Stockholders’

(In millions, except share data)

  ​ ​ ​

Shares

  ​ ​ ​

Amount

​

Capital

​

Loss

  ​ ​ ​

Deficit

  ​ ​ ​

Deficit

Balances December 31, 2025

​

512,943,561

​

$

5.1

​

$

7,121.5

​

$

(42.2)

​

$

(8,979.2)

​

$

(1,894.8)

Net loss

​

—

​

​

—

​

​

—

​

​

—

​

​

(117.1)

​

​

(117.1)

Other comprehensive loss

​

—

​

​

—

​

​

—

​

​

(15.5)

​

​

—

​

​

(15.5)

Taxes paid for restricted unit withholdings

​

—

​

​

—

​

​

(3.7)

​

​

—

​

​

—

​

​

(3.7)

Consent fees paid in shares

​

33,117,743

​

​

0.3

​

​

34.2

​

​

—

​

​

—

​

​

34.5

Shares issued through at-the-market offerings

​

55,224,032

​

​

0.6

​

​

62.2

​

​

—

​

​

—

​

​

62.8

Stock-based compensation (1)

​

3,937,759

​

​

0.1

​

​

7.2

​

​

—

​

​

—

​

​

7.3

Balances March 31, 2026

​

605,223,095

​

$

6.1

​

$

7,221.4

​

$

(57.7)

​

$

(9,096.3)

​

$

(1,926.5)

Net loss

​

—

​

​

—

​

​

—

​

​

—

​

​

(11.4)

​

​

(11.4)

Other comprehensive loss

​

—

​

​

—

​

​

—

​

​

(16.0)

​

​

—

​

​

(16.0)

Shares issued through at-the-market offerings

​

50,029,248

​

​

0.5

​

​

81.8

​

​

—

​

​

—

​

​

82.3

Shares issued through registered direct offering

​

95,250,000

​

​

0.9

​

​

187.9

​

​

—

​

​

—

​

​

188.8

Shares issued upon exchange of New Exchangeable Notes

​

142,102,295

​

​

1.4

​

​

225.4

​

​

—

​

​

—

​

​

226.8

Stock-based compensation

​

—

​

​

—

​

​

3.3

​

​

—

​

​

—

​

​

3.3

Balances June 30, 2026

​

892,604,638

​

$

8.9

​

$

7,719.8

​

$

(73.7)

​

$

(9,107.7)

​

$

(1,452.7)

​

(1)Includes 869,571 Common Stock shares awarded to the board of directors, and 3,068,188 vested Common Stock RSUs and PSUs.

​

​

​

Condensed Consolidated Statements of Stockholders’ Deficit

For the Six Months Ended June 30, 2025

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated

​

​

​

​

​

​

Class A

​

Additional

​

Other

​

​

​

Total

​

​

Common Stock

​

Paid-in

​

Comprehensive

​

Accumulated

​

Stockholders’

(In millions, except share data)

  ​ ​ ​

Shares

  ​ ​ ​

Amount

​

Capital

​

Loss

  ​ ​ ​

Deficit

  ​ ​ ​

Deficit

Balances December 31, 2024

​

414,417,797

​

$

4.1

​

$

6,714.2

​

$

(132.0)

​

$

(8,346.8)

​

$

(1,760.5)

Net loss

​

—

​

​

—

​

​

—

​

​

—

​

​

(202.1)

​

​

(202.1)

Other comprehensive income

​

—

​

​

—

​

​

—

​

​

52.7

​

​

—

​

​

52.7

Taxes paid for restricted unit withholdings

​

—

​

​

—

​

​

(4.4)

​

​

—

​

​

—

​

​

(4.4)

Shares issued and proceeds received through at-the-market offerings and forward agreements

​

17,052,756

​

​

0.2

​

​

170.6

​

​

—

​

​

—

​

​

170.8

Stock-based compensation (1)

​

1,673,008

​

​

—

​

​

5.7

​

​

—

​

​

—

​

​

5.7

Balances March 31, 2025

​

433,143,561

​

$

4.3

​

$

6,886.1

​

$

(79.3)

​

$

(8,548.9)

​

$

(1,737.8)

Net loss

​

—

​

​

—

​

​

—

​

​

—

​

​

(4.7)

​

​

(4.7)

Other comprehensive income

​

—

​

​

—

​

​

—

​

​

11.1

​

​

—

​

​

11.1

Stock-based compensation

​

—

​

​

—

​

​

6.0

​

​

—

​

​

—

​

​

6.0

Balances June 30, 2025

​

433,143,561

​

$

4.3

​

$

6,892.1

​

$

(68.2)

​

$

(8,553.6)

​

$

(1,725.4)

​

(1)Includes 370,586 Common Stock shares awarded to the board of directors and 1,302,422 vested Common Stock RSUs and PSUs.