DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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☑ Definitive Proxy Statement

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§240.14a-12


AMC Global Media Inc.
(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):
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☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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April 30, 2026

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Dear Stockholder:

You are cordially invited to attend the AMC Global Media annual meeting of stockholders, which will be conducted via live audio webcast on Tuesday, June 16, 2026 at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visiting www.virtualshareholdermeeting.com/AMCX2026. We encourage you to allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. For further information, please refer to the General Information section of the website.

In 2025, AMC Global Media continued to adapt and innovate amidst a competitive and fast changing media environment. We are pleased with the progress we’ve made to reorient the business around free cash flow generation as we focus on three key areas that we believe will drive our business forward – high-quality programming, innovative distribution partnerships and profitability. The following are a few of our 2025 business highlights:

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The Company achieved net cash provided by operating activities of $306 million and free cash flow of $272 million.

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The Company’s streaming revenues increased to $677 million, representing our largest single source of domestic revenue and reflecting a 12% increase from the prior year.

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The Company strengthened its balance sheet by reducing long-term debt by $591 million.

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We advanced our targeted streaming business across multiple fronts by launching a new unscripted service All Reality, relaunching Sundance Now as the definitive streaming home for independent film, and surpassing one million paid subscribers for HIDIVE.

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We acquired the outstanding minority interest in RLJ Entertainment, providing the Company with 100% ownership of important RLJ Entertainment assets including Acorn TV, ALLBLK and RLJE Films and a substantial investment in Agatha Christie Limited.

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We continued to put content at the center of everything we do and brought audiences a dynamic slate of high-quality, original programming across our streaming services and networks.

Throughout the year, we have worked to update our stockholders on a range of topics including the Company’s business strategy, board of directors, governance and executive compensation practices. We are committed to maintaining an active dialogue with our stockholders and remain focused on creating stockholder value.

As we look to the year ahead, we are excited about the opportunities before us and remain confident in management’s ability to lead the Company through this pivotal moment in its evolution. Our 2026 strategic priorities reflect our commitment to accelerating the Company’s transformation to a streaming-first company, enhancing customer experiences and maintaining our multi-year financial pathway to deliver growth and long-term value for our stockholders.

Thank you for your support and your continued investment in AMC Global Media.

Sincerely yours,

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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of

AMC Global Media Inc.

The Annual Meeting of Stockholders of AMC Global Media Inc. (the “Company” or “AMC Global Media”) will be held via live audio webcast on Tuesday, June 16, 2026, at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visiting www.virtualshareholdermeeting.com/AMCX2026 (there is no physical location for the annual meeting). For further information on how to participate in the meeting, please see General Information, “How do I attend, vote at and ask questions during the annual meeting?” You will need to have your 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the annual meeting. The annual meeting will be held to:

Elect the Directors named in the accompanying proxy statement.

Ratify the appointment of the Company’s independent registered public accounting firm.

Hold an advisory vote to approve Named Executive Officer compensation.

Approve the Company’s Amended and Restated 2011 Stock Plan for Non-Employee Directors.

Conduct such other business as may be properly brought before the meeting.

Only stockholders of record on April 20, 2026 may vote at the meeting.

The Company is pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the impact of the Company’s annual meeting on the environment.

Your vote is important. We urge you to vote as soon as possible by telephone, over the Internet or by mailing a proxy card. If you choose to vote by mail, please sign and return the proxy card in the envelope provided.

By order of the Board of Directors,

Anne G. Kelly

Corporate Secretary

New York, New York

April 30, 2026

AMC Global Media Inc., 11 Penn Plaza, New York, NY 10001

PROXY STATEMENT SUMMARY

We present here a summary of important information in this proxy statement. Please review the complete proxy statement before you vote.

2025 Business Highlights

Below are some key highlights from our last completed fiscal year:

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In 2025, AMC Global Media continued to adapt and innovate amidst a competitive and fast changing media environment. We are pleased with the progress we have made to focus the business around free cash flow generation as we continue to focus on three key areas that we believe will drive our business forward – high-quality programming, innovative distribution partnerships, and profitability. The following are a few of our 2025 business highlights:

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The Company achieved net cash provided by operating activities of $306 million and free cash flow of $272 million.

•

The Company’s streaming revenues increased to $677 million, reflecting a 12% increase from the prior year.

•

The Company strengthened its balance sheet by reducing long-term debt by $591 million.

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We completed significant affiliate renewal activity, representing more than a third of our subscriber footprint in the US and Canada, including renewed agreements with DirecTV, National Content & Technology Cooperative, Philo, and Eastlink in Canada, among others.

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We acquired the outstanding minority interest in RLJ Entertainment providing the Company with 100% ownership of important RLJ Entertainment assets including Acorn TV, ALLBLK and RLJE Films and a substantial investment in Agatha Christie Limited.

⁽¹⁾	Free cash flow is a non-GAAP measure. See Annex A for the calculation of this measure and for a reconciliation to the nearest GAAP measure.

⁽²⁾	Adjusted operating income is a non-GAAP measure. See Annex A for the calculation of this measure and for a reconciliation to the nearest GAAP measure.

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We continued to expand our fast-growing FAST channels business, which at year end included 33 total live FAST channel brands representing 215 active channel feeds on 23 different platforms.

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We delighted audiences with a high-quality slate of original programming across our networks and streaming services, including: AMC/AMC+’s Dark Winds, The Walking Dead: Daryl Dixon, The Walking Dead: Dead City, Anne Rice’s Talamasca: The Secret Order and Anne Rice’s Mayfair Witches; Acorn TV’s Irish Blood, Art Detectives and Harry Wild; We TV’s Love After Lockup and The Braxtons; HIDIVE’s anime hits My Gift Lvl 9999 Unlimited Gacha and Call of the Night; Shudder’s Clown in a Cornfield and Dangerous Animals, and IFC Films’ The Baltimorons and The Plague, among many others.

We received awards recognition for our content, including:

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Anne Rice’s Interview with the Vampire (AMC/AMC+): Emmy Awards nomination (for hair and makeup) and Television Critics Awards nominations (for Outstanding and Individual Achievement in Drama)

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The Ugly Stepsister (Independent Film Company): Academy Awards nomination

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The Walking Dead Universe (AMC/AMC+): Saturn Awards win

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Planet Earth, Asia (BBC America): Emmy Awards nominations

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The Plague (Independent Film Company): Directors Guild Awards nomination and win; Film Independent Spirit Awards nominations and win; and Critics Choice Awards nominations

Director Nominees

The board of directors of AMC Global Media (the “Board of Directors” or “Board”) has nominated ten director candidates: three Class A nominees and seven Class B nominees. Each director is nominated for a term to expire at the 2027 annual meeting of the Company’s stockholders. Our directors have significant management, leadership and industry experience. In addition to these valuable attributes, our independent Class A nominees, elected by our Class A stockholders, also bring extensive knowledge of the media industry, enabling them to provide effective independent oversight of strategy and management’s execution of strategic initiatives, which is complemented by the valuable institutional knowledge of the Company that our Class B nominees, elected by our Class B stockholders provide. 40% of our director nominees are independent directors. See Proposal 1 — Election of Directors, “Directors Elected By Class A Common Stockholders” and “Directors Elected By Class B Common Stockholders” in this proxy statement for detailed information about each director’s background, skills and qualifications.



Name	Director Since	Principal Occupation	Committees

Directors Elected By Class A Common Stockholders

Matthew C. Blank	2022	• Consultant, The Raine Group, LLC and Cumulus Media, Inc.	Compensation Audit

Debra G. Perelman	2023	• Managing Partner, InviNext Growth Partners	Audit

Carl E. Vogel	2013	• Private Investor • Industry Advisor, KKR & Co Inc.	Compensation (Chair) Audit (Chair)
Directors Elected By Class B Common Stockholders

James L. Dolan Chairman of the Board of Directors	2011	• Executive Chairman and Chief Executive Officer, Madison Square Garden Entertainment Corp. Madison Square Garden Sports Corp. and Sphere Entertainment Co.	—

Christopher J. Cox	2024	• Founder and principal of Cox ADR LLC • Former partner with Hogan Lovells LLP	—

Aidan J. Dolan	2021	• Manager and Performer, Upright Man	—

Kristin Dolan	2026	• Chief Executive Officer of AMC Global Media Inc.	—

Thomas C. Dolan	2011	• Former Executive Vice President-Strategy and Development, Office of the Chairman, Cablevision Systems Corporation	—

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Name	Director Since	Principal Occupation	Committees
Directors Elected By Class B Common Stockholders

Brian G. Sweeney	2011	• Former President and Chief Financial Officer, Cablevision Systems Corporation	—

Vincent Tese	2016	• Former Chairman of ICE Clear Credit LLC • Former Chief Executive Officer of the New York State Urban Development Corporation • Former Executive Chairman of FCB Financial Holdings Inc. and its subsidiary Florida Community Bank	Compensation

Executive Compensation Highlights

We, as a company, place great importance on our ability to attract, retain, motivate and reward experienced executive officers. The Company strives to do so by developing executive compensation policies and programs that are consistent with the strategic objectives of growing the Company’s businesses and enhancing the value of the Company. In particular, we believe that the majority of compensation should be at risk and contingent on Company performance.

The primary elements of 2025 executive compensation were base salary, an annual cash incentive award and long-term incentive awards in the form of restricted stock units, which vest ratably over three years, and cash performance awards that cliff vest at the end of three years based on the achievement of specified performance metrics. In 2025, in-line with our commitment to aligning pay with Company performance, 81% of the total target compensation to Ms. Dolan, our Chief Executive Officer (“CEO”), and 68% of the total target compensation to our other named executive officers (“NEOs”) was “at-risk.” In this way, a significant portion of the value of compensation ultimately realized by our NEOs depended upon either the Company’s performance against key performance measures that align with our business strategy, or the direct performance of our stock and thus, the experience of our stockholders. For the full list of our NEOs, please refer to the “Compensation Discussion and Analysis” section of this proxy statement.

Our independent Compensation Committee regularly evaluates our compensation program to ensure it continues to support our pay-for-performance philosophy, advances the Company’s strategic objectives, and aligns with long-term stockholder value creation. As a result, the Committee implemented and approved changes in 2025 to further align the compensation program with the Company’s strategic priorities and perspectives shared by stockholders through ongoing engagement efforts. Specifically, the Committee added net revenues as a financial performance metric for determining the annual cash incentive award and, beginning with cash performance awards granted in 2026, will introduce a three-year cumulative free cash flow goal and a stock price modifier measured over three years, in addition to the annual AOI goals historically included in the Company’s long-term incentive program. These enhancements are designed to more closely align the compensation of our NEOs with stockholder interests and are discussed in more detail in the “Compensation Discussion and Analysis” section of this proxy statement.

2025 NEO Total Direct Compensation Program Structure



Component		Pay for Performance Rationale	Performance Period

Base Salary		• Based on level and merit and benchmarking against market data sources	N/A

Annual Cash Incentives		• Based on the Company’s overall annual performance, which was calculated based on achievement of its (i) pre-established free cash flow, AOI and net revenues financial targets and (ii) four strategic goals (see page 43 for a description of these goals).	One year

Long-Term Incentive Awards	Cash Performance Awards (CPAs) • 50% to all of our NEOs	• AOI • Free cash flow • Linear subscribers and share of audience	Three one-year performance periods averaged and subject to modifier tied to three-year performance
Long-Term Incentive Awards	Restricted Stock Units (“RSUs”) • 50% to all of our NEOs	• Stock performance	Vests ratably over three years

2025 CEO Annual Target Compensation Decision Mix*

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2025 Non-CEO NEO Annual Target Compensation Decision Mix**

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*	The percentages in the 2025 CEO Annual Target Compensation Decision Mix are based on Ms. Dolan’s target compensation in 2025.

**	The percentages in the 2025 Non-CEO NEO Annual Target Compensation Decision Mix are based on Mr. McDermott’s and Ms. Kelleher’s target compensation in 2025.



Compensation Governance Practices

✓		Align pay and performance

✓		Majority of compensation is at risk

✓		Engage in rigorous target-setting process for incentive metrics

✓		Prohibit hedging and short sales by all employees

✓		Require pre-approval of buying and selling by directors and executive officers

✓		No excise tax gross up provisions

✓		No dividends or dividend equivalents on unvested equity awards

✓		Maintain a clawback policy for erroneously awarded compensation to our executive officers compliant with SEC rules and include additional clawback provisions in our equity awards

✓		Stockholder feedback incorporated into compensation program reviews

✓		Retention of an independent compensation consultant

Corporate Governance Highlights

We are committed to ensuring that our Board is accountable to, and acts with a view to the interests of, all our stockholders, notwithstanding our status as a controlled company. We have implemented a number of strong governance practices and policies to promote independent leadership in the boardroom and the protection of stockholder rights.



Commitment to Sound Governance Practices as a Controlled Company

✓		Annual election of directors, with directors serving one-year terms

✓		Robust director nomination criteria, including considering whether directors have perspectives, backgrounds and experiences relevant to the Company’s strategic priorities, and the ability to serve the interests of both Class A and Class B stockholders

✓		Audit and Compensation committees comprised 100% of independent directors

✓		Executive sessions with only independent directors at least twice a year, facilitated by independent Class A director committee chairs

✓		Effective Board self-evaluations conducted at least annually

✓		Regular engagement with stockholders regarding business strategy and performance, Board, corporate governance and executive compensation practices

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TABLE OF CONTENTS


	Page

BOARD AND CORPORATE GOVERNANCE PRACTICES		1

Corporate Governance Guidelines		1

Engagement with our Stockholders		1

Board Leadership Structure		2

Board Oversight of Company Strategy		2

Board Self-Assessment		2

Executive Sessions of Non-Management and Independent Board Members		2

Risk Management		2

Communicating with Our Directors		3

Code of Conduct and Ethics		3

Director Independence		3

Director Nomination		4

Director Selection		5

Board Meetings		6

Board Committees		6

Director Compensation		10

PROPOSAL 1 — ELECTION OF DIRECTORS		12

Director Nominees Elected By Class A Common Stockholders		13

Director Nominees Elected By Class B Common Stockholders		15

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		19

Fees Paid to Independent Registered Public Accounting Firm		19

PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		21

PROPOSAL 4 — PROPOSAL TO APPROVE THE COMPANY’S AMENDED AND RESTATED 2011 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS		22


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REPORT OF THE AUDIT COMMITTEE		28

COMPENSATION DISCUSSION AND ANALYSIS		30

EXECUTIVE SUMMARY		30

Business Highlights		30

Strategic Priorities		34

2025 Key Compensation Decisions		36

Stockholder Engagement and Our Compensation-Related Stockholder Votes		36

Compensation Governance Practices		37

Philosophy and Objectives of Our Executive Compensation Program		37

Elements of the Company’s Compensation Program		38

2025 COMPENSATION DECISIONS		40

COMPENSATION DECISION PROCESS AND COMPENSATION POLICIES		52

REPORT OF THE COMPENSATION COMMITTEE		59

EXECUTIVE COMPENSATION		60

2025 Summary Compensation Table		60

Outstanding Equity Awards at 2025 Year End		62

Employment Agreements		64

Pay Versus Performance		72

OUR EXECUTIVE OFFICERS		75


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TRANSACTIONS WITH RELATED PARTIES AND RELATED PARTY TRANSACTION APPROVAL POLICY		77

Relationship Between Us, MSG Sports, MSG Entertainment and Sphere Entertainment		77

Other Matters		77

Certain Relationships and Potential Conflicts of Interest		77

Related Party Transaction Approval Policy		78

DELINQUENT SECTION 16(A) REPORTS		79

STOCK OWNERSHIP TABLE		80

GENERAL INFORMATION		92

OTHER MATTERS		97

ANNEX A: CALCULATION OF NON-GAAP FIGURES		A-1

ANNEX B: THE AMENDED AND RESTATED 2011 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS		B-1

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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 16, 2026

BOARD AND CORPORATE GOVERNANCE PRACTICES

In this proxy statement, the words “Company,” “we,” “us,” “our” and “AMC Global Media” refer to AMC Global Media Inc., a Nevada corporation. We refer to the U.S. Securities and Exchange Commission as the “SEC” and The Nasdaq Stock Market LLC as “NASDAQ.” This proxy statement is first being sent to stockholders on April 30, 2026.

AMC Global Media Inc. is a holding company and conducts substantially all of its operations through its subsidiaries. Our Class A Common Stock is listed on NASDAQ under the symbol “AMCX.” As a result, we are generally subject to NASDAQ corporate governance listing standards. Our Board of Directors oversees the business of AMC Global Media and monitors the performance of management.

Corporate Governance Guidelines

The Board has adopted our Corporate Governance Guidelines. These guidelines set forth our practices and policies with respect to Board composition and selection, Board meetings, executive sessions of the Board, Board committees, the expectations we have of our directors, selection of the Chairman of the Board and the Chief Executive Officer, management succession, Board and executive compensation, and Board self-evaluation requirements. The full text of our Corporate Governance Guidelines may be viewed at our corporate website at http://investors.amcglobalmedia.com. A copy may be obtained by writing to AMC Global Media Inc., 11 Penn Plaza, New York, NY 10001, Attention: Corporate Secretary.

Engagement with our Stockholders

The Company values feedback from its stockholders and regularly engages with stockholders to keep informed on the evolving perspectives of the investor community. We engage with our stockholders on various matters, including business strategy and performance, Board, corporate governance and executive compensation practices. These stockholder dialogues, which are often focused on Board, governance and compensation matters, inform discussions in the boardroom and are a component of the Compensation Committee’s review and refinement of our executive compensation program. Input from stockholders in recent years has also informed enhancements to our proxy disclosures, including those surrounding the Board’s independent Class A director selection and nomination process, and how our director selection process supports the evolution of our Board’s collective skills and expertise in line with Company strategy. In the spring and fall of 2025, we

continued our practice of engaging with Class A stockholders representing a majority of Class A Common Stock outstanding to highlight our Board’s recent refreshment efforts, and to discuss how our corporate governance and executive compensation practices support the Company’s evolved strategy.

Board Leadership Structure

Our Board has the flexibility to determine whether the roles of Chairman and principal executive officer should be separated or combined. The Board makes this decision based on its evaluation of the circumstances and the Company’s specific needs from time to time. Our Board has chosen to keep the roles of Chairman of the Board and Chief Executive Officer separate. The Board believes that this is the optimal leadership structure at this time as it recognizes Mr. James L. Dolan’s leadership position on the Board and deep industry knowledge and experience while the Company is also able to benefit from the experience of its CEO, Ms. Kristin Dolan, with responsibility for day-to-day management of the Company.

Board Oversight of Company Strategy

The Board and its committees are involved in overseeing our corporate strategy, including major business and organizational initiatives, capital allocation priorities and potential business development opportunities. The Board engages in discussions regarding our corporate strategy at nearly every Board meeting and, at least annually, receives a formal update on the Company’s short- and long-term objectives, including the Company’s operating plan and long-term corporate strategic plan. The Board’s committees oversee elements of our strategy associated with their respective areas of responsibility.

Board Self-Assessment

The Board conducts an annual self-assessment to determine whether the Board and its committees are functioning effectively. Among other things, the Board’s assessment process seeks input from the directors on whether they have the tools and access necessary to perform their oversight function as well as suggestions for improvement of the Board’s functioning. In addition, our Audit Committee and Compensation Committee each conducts its own annual self-assessment, which includes an assessment of the adequacy of their performance as compared to their respective charters.

Executive Sessions of Non-Management and Independent Board Members

Under our Corporate Governance Guidelines, our non-management directors may meet in executive sessions with no members of management present. The non-management directors may specify the procedure to designate the director who may preside at any such executive session. The current practice is to have our Chairman of the Audit Committee preside at these executive sessions. Non-management directors who are not independent under the NASDAQ rules may participate in these executive sessions, but our directors who are independent under the NASDAQ rules meet separately in regularly scheduled executive sessions at least twice each year. Our independent Class A director committee chairs are essential in facilitating and leading these executive sessions.

Risk Management

Risk management oversight is an important Board responsibility. The Audit Committee takes the lead on behalf of the Board in monitoring risk management. The Audit Committee discusses the

process by which the Company’s senior management and relevant Company departments assess and manage the Company’s risk exposure. The Committee also discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. Furthermore, the Audit Committee reviews and receives regular briefings concerning the Company’s information security, data privacy and technology risks (including cybersecurity), including discussions of the Company’s information security, data privacy and cybersecurity risk management programs. For more information, please refer to Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.

Our Compensation Committee also considers the issue of the Company’s risk exposure in establishing and implementing our executive compensation programs. AMC Global Media believes that its executive compensation program, with its emphasis on long-term performance, its close connection to Company-wide and divisional performance and its significant equity components, is designed to align its executives’ compensation with the Company’s long-term strategy and growth and, as a result, does not encourage excessive risk taking.

Communicating with Our Directors

Our Board has adopted policies designed to allow stockholders and other interested parties to communicate with our directors. Any interested party that wishes to communicate directly with the Board or any director or the non-management directors as a group should send communications in writing to the Chairman of the Audit Committee, AMC Global Media Inc., 11 Penn Plaza, New York, NY 10001. Any person, whether or not an employee, who has a concern with respect to our accounting, internal accounting controls, auditing issues or other matters, may, in a confidential or anonymous manner, communicate those concerns to our Audit Committee by contacting EQS, which has been designated to act as a confidential contact organization for these purposes, at 1-800-461-9330.

Code of Conduct and Ethics

Our Board has adopted a Code of Conduct and Ethics for our directors, officers and employees. A portion of this Code of Conduct and Ethics also serves as a code of conduct and ethics for our senior financial officers, including our principal accounting officer and controller. Among other things, our Code of Conduct and Ethics covers conflicts of interest, disclosure responsibilities, legal compliance, reporting and compliance under the Code of Conduct and Ethics, confidentiality, corporate opportunities, fair dealing, protection and proper use of Company assets, and equal employment opportunity and harassment. The full text of the code is available on our website at http://investors.amcglobalmedia.com. In addition, a copy may be obtained by writing to AMC Global Media Inc., 11 Penn Plaza, New York, NY 10001, Attention: Corporate Secretary. Within the time period required by the SEC, we will post on our website any amendment to the Code of Conduct and Ethics and any waiver applicable to any executive officer, director or senior financial officer.

Director Independence

Our Board has elected for the Company to be treated as a “controlled company” under NASDAQ’s corporate governance rules and, as a result, the Company is not required to comply with NASDAQ corporate governance rules requiring: (i) a majority of independent directors on our Board of Directors, (ii) an independent compensation committee and (iii) an independent corporate governance and nominating committee. Given our stockholder voting structure, which entitles Class B

holders to elect up to 75% of the Board, our Board of Directors has elected not to comply with the NASDAQ rule that independent directors constitute a majority of the Board and that the Board appoint an independent corporate governance and nominating committee. Instead, we remain committed to balancing the rights of Class B holders with our Board’s commitment to independent oversight through our Class A director nomination process, described in more detail below. We do comply with the requirement for an independent compensation committee.

Our Board has determined that each of the following non-employee directors are “independent” within the meaning of NASDAQ and SEC rules: Messrs. Matthew C. Blank, Joseph M. Cohen, Stephen C. Mills, Vincent Tese and Carl E. Vogel and Ms. Debra G. Perelman. In making the determination as to the independence of each director and director nominee, the Board considered all relationships between that director, or director nominee, and the Company and its affiliates.

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In reaching its determination with respect to Mr. Blank, the Board considered the fact that he previously served as Interim CEO of the Company from September 2021 to September 2022, as a director of Madison Square Garden Sports Corp. (“MSG Sports”) from 2019 to 2020 and as a director of Madison Square Garden Entertainment Corp., now known as Sphere Entertainment Co. (“Sphere Entertainment”), from 2020 until 2021. The Board determined that these relationships are not material and that Mr. Blank is independent.

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In reaching its determination with respect to Mr. Cohen, the Board considered the fact that he serves as an outside director of MSG Sports and previously served as a director of MSG Networks, Inc. (“MSG Networks”) from 2020 until July 2021. The Board determined that these relationships are not material and that Mr. Cohen is independent.

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In reaching its determination with respect to Mr. Mills, the Board considered the fact that he serves as an outside director of MSG Sports and previously served as a director of MSG Networks from 2020 to 2021. The Board determined that these relationships are not material and that Mr. Mills is independent.

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In reaching its determination with respect to Mr. Tese, the Board considered the fact that he serves as an outside director of MSG Sports and Sphere Entertainment and determined that these relationships are not material and that Mr. Tese is independent.

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In reaching its determination with respect to Mr. Vogel, the Board considered the fact that he served as an outside director of Sphere Entertainment from April 2023 to March 2025. The Board determined that this relationship is not material and that Mr. Vogel is independent.

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In reaching its determination with respect to Ms. Perelman, the Board considered the fact that Ms. Perelman serves as an outside director of Sphere Entertainment since April 2025 and that Ms. Perelman’s half-sister, Samantha Perelman, is an employee of the Company’s AMC Studios operation. The Board determined that these relationships are not material and that Ms. Perelman is independent.

Following the annual meeting, the Board will be comprised of 40% independent directors.

Director Nomination

As permitted under NASDAQ rules, we do not have a nominating committee and believe it is appropriate not to have one because of our stockholder voting structure. Under the terms of our

Amended and Restated Articles of Incorporation, the holders of our Class B Common Stock currently have the right to elect up to 75% of the members of our Board. We believe that creating a committee consisting solely of independent directors charged with responsibility for recommending nominees for election as directors would be inconsistent with the vested rights of the holders of Class B Common Stock under our Amended and Restated Articles of Incorporation.

Our Corporate Governance Guidelines provide a mechanism for the selection of nominees for election as directors by the holders of our Class A Common Stock (“Class A Directors”) and by the holders of our Class B Common Stock (“Class B Directors”). The holders of our Class A Common Stock are currently entitled to elect at least 25% of the members of our Board. Under our Corporate Governance Guidelines, nominees for election as Class A Directors are recommended to the Board by a majority of the independent Class A Directors then in office who were elected by the holders of our Class A Common Stock. Nominees for election as Class B Directors are recommended to our Board by the Class B Directors then in office who were elected by the holders of the Class B Common Stock. In March 2026, Kristin Dolan, the Company’s Chief Executive Officer, was appointed to the Board as a Class B Director. The Board believes that Ms. Dolan’s direct experience leading the Company through a period of significant industry transformation – including her focus on content partnerships, distribution strategy, and operational efficiency – makes her perspective as Chief Executive Officer particularly valuable to Board deliberations at this time, and helps further align senior management and board-level governance.

Director Selection

Our directors have not set specific, minimum qualifications that nominees must meet in order for them to be nominated for election to the Board. The Board considers, among other things, whether the Board is comprised of directors with an appropriate mix of opinions, perspectives, and personal and professional experiences and backgrounds, as well as other characteristics. The Board believes that each nominee should be evaluated based on his or her individual merits, taking into account, among other matters, the factors set forth in our Corporate Governance Guidelines under “Board Composition” and “Selection of Directors.” Those factors include:

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The desire to have a board that encompasses a broad range of skills, expertise, industry knowledge, viewpoints, backgrounds and contacts relevant to our business;

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Personal qualities and characteristics, accomplishments and reputation in the business community;

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Ability and willingness to commit adequate time to board and committee matters; and

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The fit of the individual’s skill and personality with those of other directors and potential directors in building a board that is effective, collegial and responsive to the needs of our Company.

The Class A Directors will evaluate possible candidates to recommend to the Board for nomination as Class A Directors and suggest individuals for the Board to explore in more depth. The Board also considers nominees for Class A Directors recommended by holders of our Class A Common Stock. Nominees recommended by stockholders are given appropriate consideration in the same manner as other nominees.

Stockholders who wish to submit nominees for consideration by the Board for election at our 2027 annual meeting of stockholders may do so by submitting in writing such nominees’ names, in

compliance with the procedures and along with other information required by the Company’s Amended and Restated Bylaws and SEC rules. See “Other Matters—Stockholder Proposals for the 2027 Annual Meeting.”

The Class B Directors will consult from time to time with one or more of the holders of Class B Common Stock to assure that all Class B Director nominees recommended to the Board are individuals who will make a meaningful contribution as Board members and will be individuals likely to receive the approving vote of the holders of a majority of the outstanding Class B Common Stock. The Class B Directors do not intend to consider unsolicited suggestions of nominees by holders of our Class A Common Stock, in light of the voting provisions of our Amended and Restated Articles of Incorporation, which vest exclusively in the holders of our Class B Common Stock the right to elect our Class B Directors.

Board Meetings

The Board met six times between January 1, 2025 and December 31, 2025. During that time, each of our directors attended at least 75% of the meetings of the Board and, as applicable, the committees of the Board on which he or she served during such time. We also encourage our directors to attend annual meetings of stockholders. Twelve of the thirteen directors who stood for election at the 2025 annual meeting of stockholders attended the annual meeting of stockholders.

Board Committees

Our Board has two standing committees: the Audit Committee and the Compensation Committee. Dr. Leonard Tow served as a member of the Audit and Compensation Committees until August 10, 2025, and as chair of the Compensation Committee until June 5, 2025.

Audit Committee

Committee Members: Mr. Vogel (Chair), Mr. Blank and Ms. Perelman

Meetings in 2025: 4

The primary purposes and responsibilities of our Audit Committee are to:

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Assist the Board (i) in its oversight of the integrity of our financial statements, (ii) in its oversight of our compliance with legal and regulatory requirements, (iii) in assessing our independent registered public accounting firm’s qualifications and independence, and (iv) in assessing the performance of our internal audit function and independent registered public accounting firm;

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Appoint, retain or terminate the Company’s independent registered public accounting firm and to pre-approve, or to adopt appropriate procedures to pre-approve, all audit and non-audit services, if any, to be provided by the independent registered public accounting firm;

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Review and evaluate the qualifications and performance of the Company’s internal audit department;

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Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by Company employees or any provider of accounting-related services of concerns regarding questionable

accounting and auditing matters and review of submissions and treatment of any such complaints;

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Discuss the process by which Company senior management assesses and manages the Company’s risk exposure, and discuss the Company’s major financial risk exposures and the steps Company management has taken to monitor and control such exposures;

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Discuss cybersecurity and data privacy risks and threats with the Company’s General Counsel and Chief Technology Officer, who provide a cybersecurity report to the Audit Committee on a quarterly basis;

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Review and approve related party transactions that are required to be disclosed under SEC rules, other than those submitted for approval by a committee of independent directors under the Company’s Related Party Transaction Approval Policy;

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Conduct and review with the Board an annual performance evaluation of the Audit Committee;

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Prepare any report of the Audit Committee required by the rules and regulations of the SEC for inclusion in our annual proxy statement;

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Review and reassess the Audit Committee charter at least annually; and

•

Report to the Board on a regular basis.

The text of our Audit Committee charter is available on our website at http://investors.amcglobalmedia.com/corporate-governance. A copy may be obtained by writing to AMC Global Media Inc., 11 Penn Plaza, New York, NY 10001, Attention: Corporate Secretary.

As discussed above, our Board has determined that each member of our Audit Committee is “independent” within the meaning of NASDAQ and SEC rules, and that each Audit Committee member has not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years and is able to read and understand fundamental financial statements, including balance sheets, income statements and cash flow statements. Our Board has also determined that each of Messrs. Blank and Vogel and Ms. Perelman is an “audit committee financial expert” within the meaning of the rules of the SEC.

Our Board has established a procedure whereby complaints or concerns with respect to accounting, internal controls, auditing and other matters may be submitted to the Audit Committee. This procedure is described under Corporate Governance, “Communicating with Our Directors.”

Compensation Committee

Committee Members: Mr. Vogel (Chair), Mr. Blank and Mr. Tese

Meetings in 2025: 8

The primary purposes and responsibilities of our Compensation Committee are to:

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Establish our general compensation philosophy and, in consultation with management and ClearBridge, the Company’s independent compensation consultant, oversee the development and implementation of compensation programs;

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Review and approve corporate goals and objectives relevant to the CEO compensation, evaluate her performance in light of these goals and objectives and

determine and approve her compensation based upon that evaluation;

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Make recommendations to the Board with respect to the compensation of our executive officers (other than the CEO) who are required to file reports with the SEC under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (together with the CEO, the “Senior Employees”);

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Approve any new equity compensation plan or material changes to an existing plan;

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Oversee the activities of the committee or committees administering our retirement and benefit plans;

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In consultation with management, oversee regulatory compliance with respect to compensation matters;

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Determine and approve any severance or similar termination payments to be made to Senior Employees (current or former);

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Determine the components and amount of Board compensation and review such determinations from time to time in relation to other similarly situated companies;

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Prepare any reports of the Compensation Committee to be included in the Company’s annual proxy statement;

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Conduct and review with the Board an annual performance evaluation of the Compensation Committee; and

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Report to the Board on a regular basis, but not less than annually.

The Compensation Committee may, in its discretion, delegate a portion of its duties and responsibilities to one or more subcommittees of the Compensation Committee. For example, the Compensation Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Compensation Committee who are “non-employee directors” for the purposes of Rule 16b-3 of the Exchange Act. The text of our Compensation Committee charter is available on our website at http://investors.amcglobalmedia.com/corporate-governance. A copy may be obtained by writing to AMC Global Media Inc., 11 Penn Plaza, New York, NY 10001; Attention: Corporate Secretary.

The Compensation Committee reviews the performance of the CEO, evaluates the CEO’s performance in light of the corporate goals and objectives relevant to their compensation and determines and approves the compensation levels for the CEO based on this evaluation. In determining the long-term incentive component compensation for the CEO, the Compensation Committee considers, among other factors, the Company’s performance, the value of similar incentive awards to executives in similar positions at comparable companies and the awards given to the CEO in past years.

As discussed above, our Board has determined that each member of our Compensation Committee is “independent” under the rules of NASDAQ.

Compensation Committee Interlocks and Insider Participation

Mr. Vogel and Mr. Tese served as members of the Compensation Committee during 2025. Mr. Blank has served as member of the Compensation Committee since September 23, 2025. Mr. Vogel and Mr. Tese are neither current nor former officers or employees of the Company. Mr. Blank served as interim CEO of AMC Global Media from September 2021 to September 2022 but has not served as an officer or employee of the Company since September 2022.

Other Committees

In addition to standing committees, the Company has adopted a policy whereby a committee of our Board consisting entirely of independent directors (an “Independent Committee”) will review and approve or take such other action as it may deem appropriate with respect to transactions involving the Company and its subsidiaries in which any director, executive officer, greater than 5% stockholder of the Company or any other “related person” (as defined in Item 404 of Regulation S-K adopted by the SEC (“Item 404”)) has or will have a direct or indirect material interest. This approval requirement covers any transaction that meets the related party disclosure requirements of the SEC as set forth in Item 404, which currently applies to transactions (or any series of similar transactions) in which the amount involved exceeds $120,000.

Our Board has also adopted a special approval policy for transactions with MSG Sports, Sphere Entertainment and Madison Square Garden Entertainment Corp. (“MSG Entertainment”) and their respective subsidiaries whether or not such transactions qualify as “related party” transactions described above. Under this policy, an Independent Committee oversees approval of all transactions and arrangements between the Company and its subsidiaries, on the one hand, and each of MSG Sports and its subsidiaries, Sphere Entertainment and its subsidiaries, and MSG Entertainment and its subsidiaries, on the other hand, in which the amount exceeds $1 million. In addition, the Audit Committee receives a quarterly update from the Company’s General Counsel of all related party transactions, including transactions and arrangements between the Company and its subsidiaries on the one hand, and each of MSG Sports and its subsidiaries, Sphere Entertainment and its subsidiaries and MSG Entertainment and its subsidiaries, on the other hand regardless of value. To simplify the administration of the approval process under this policy, the Independent Committee may, where appropriate, establish guidelines for certain of these transactions.

For a further discussion of the scope of these policies, see “Related Party Transaction Approval Policy.”

Currently, and throughout our fiscal year ended December 31, 2025, our Audit Committee or Compensation Committee served as the Independent Committee under the above policy. For a further discussion of the scope of this policy, see “Related Party Transaction Policy.”

Our Amended and Restated Bylaws permit us to form an Executive Committee of the Board which would have the power to exercise all of the powers and authority of the Board in the management of the business and affairs of the Company, except as limited by the Nevada Revised Statutes. Our Board has not formed an Executive Committee, although it could do so in the future.

Director Compensation

The following table describes the components of the non-employee director compensation program in effect during 2025:

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SEC Form DEF 14A filed by AMC Global Media Inc.