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 table below summarizes the activity during the nine months ended September 30, 2026 related to the Offering:

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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 purchased shares of Common Stock from the Company as principal for its own account.

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

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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. On September 24, 2026, the Company’s shareholders voted to approve an amendment to the 2024 EIP to increase the total number of shares of Common Stock subject to the 2024 EIP from 25.0 million shares to 50.0 million shares.

Awards Granted

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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:

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 is reached.

The 2026 awards made in February 2026 were contingent on obtaining shareholder approval to add 25.0 million shares to the 2024 EIP. Therefore, in accordance with ASC 718, Compensation - Stock Compensation, the awards did not have a grant date until September 24, 2026, when the necessary approval was obtained.

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 nine months ended September 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 nine months ended September 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:

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As noted above, certain awards have no substantive service requirement and were therefore expensed immediately. This, together with the increase in the share price of Common Stock from the date the Compensation Committee determined the award size on February 19, 2026 to the accounting grant date on September 24, 2026 resulted in an increase in stock compensation expense for the three and nine months ended September 30, 2026 compared with the corresponding periods in 2025.

As of September 30, 2026, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $33.4 million, which reflects assumptions related to attainment of performance targets based on the scales as described above. 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 nine months ended September 30, 2026:

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Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2026

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Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2025

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