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What changed in AMC Networks Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AMC Networks Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+414 added−398 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-14)

Top changes in AMC Networks Inc.'s 2025 10-K

414 paragraphs added · 398 removed · 314 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

64 edited+25 added−14 removed42 unchanged
Biggest changeOur streaming services, including AMC+ and the following targeted services, ended 2024 with approximately 12.4 million aggregate paid streaming subscribers 2 . • Acorn TV is North America’s largest streaming service specializing in premium British and international mysteries and dramas from around the world. • Acorn TV’s 2024 programming slate featured new seasons of exclusive original series including the long-running detective drama The Brokenwood Mysteries , Dalgliesh based on the bestselling novels by PD James, British crime drama Whitstable Pearl , the Italian set Signora Volpe starring Emilia Fox, Harry Wild starring and executive produced by Emmy and Golden Globe winner Jane Seymour, the New Zealand set My Life Is Murder starring Lucy Lawless, and new breakout series Inspector Ellis starring Olivier Award winner Sharon D Clarke, among others. • In 2024, Acorn TV also went into production on two new series filming in Ireland: Irish Blood , starring and executive produced by Alicia Silverstone; and Art Detectives starring True Blood ’s Stephen Moyer.
Biggest changeOur streaming services, including AMC+ and the following targeted services, ended 2025 with approximately 10.4 million streaming subscribers 1 . • Acorn TV is our destination for passionate fans of international crime dramas and murder mysteries – from the criminally cozy to the daringly dark. • Acorn TV’s 2025 programming slate featured new exclusive original series including A Remarkable Place to Die; The Gone, an all-new unscripted investigative genealogy series hosted by acclaimed Emmy- and Golden Globe winning actress Jane Seymour, who is also star and executive producer of fan favorite Harry Wild; new seasons of long-running detective drama The Brokenwood Mysteries; Dalgliesh, based on the best-selling novels by PD James; The Madame Blanc Mysteries; international favorites such as Darby and Joan and the South African production Recipes for Love & Murder; and the New Zealand set My Life Is Murder starring Lucy Lawless, among others. • In 2025, Acorn TV’s programming slate also featured three new series headlined by all-star talent: Irish Blood , starring and executive produced by Alicia Silverstone; Art Detectives starring True Blood ’s Stephen Moyer and Murder Before Evensong, which is based on the first novel in the Sunday Times best-selling series by British author The Reverend Richard Coles and stars Matthew Lewis of the Harry Potter franchise. • In 2025, Acorn TV’s new series Irish Blood was the service's largest acquisition driver to date.
The operating segment also includes AMC Networks Broadcasting & Technology, our technical services business, which primarily services the programming networks. • International: Consists of AMC Networks International ("AMCNI"), our international programming businesses consisting of a portfolio of channels distributed around the world.
The operating segment also includes AMC Networks Broadcasting & Technology, our technical services business, which primarily services the programming networks. • International : Consists of AMCNI, our international programming businesses consisting of a portfolio of channels distributed around the world.
The continued growth of subscription streaming services, such as Netflix and Amazon Prime, and the increased offerings by virtual MVPDs have increased the competition for audiences by providing an alternative to the traditional television content distribution model by changing when, where and how audiences consume video content.
The continued growth of subscription streaming services, such as Netflix and Amazon Prime Video, and the increased offerings by virtual MVPDs have increased the competition for audiences by providing an alternative to the traditional television content distribution model by changing when, where and how audiences consume video content.
For financial information of the Company by operating segment, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations — Consolidated Results of Operations" and Note 20 to the accompanying consolidated financial statements. 6 Domestic Operations Our flagship AMC brand consists of the AMC programming network, AMC+ streaming service and AMC Studios.
For financial information of the Company by operating segment, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations — Segment Results of Operations" and Note 20 to the accompanying consolidated financial statements. Domestic Operations Our flagship AMC brand consists of the AMC programming network, AMC+ streaming service and AMC Studios.
It is possible that certain information we or our officers post on our website and on social media could be deemed material, and we encourage investors, the media and others interested in AMC Networks to review the business and financial information we or our officers post on our website and on the social media channels identified above.
It is possible that certain information we or our officers post on our website and on social media could be deemed material, and we encourage investors, the media 17 and others interested in AMC Networks to review the business and financial information we or our officers post on our website and on the social media channels identified above.
Program Carriage The Communications Act and the FCC's program carriage rules prohibit distributors from favoring their affiliated programming networks over unaffiliated similarly situated programming networks in the rates, terms and conditions of carriage agreements between programming networks and cable operators or other MVPDs.
Program Carriage The Communications Act of 1934 and the FCC's program carriage rules prohibit distributors from favoring their affiliated programming networks over unaffiliated similarly situated programming networks in the rates, terms and conditions of carriage agreements between programming networks and cable operators or other MVPDs.
First, our programming services compete with other programming services to obtain distribution on cable television 14 systems and other multichannel video programming distribution systems, and ultimately for viewing by each distributor's subscribers. Second, our programming services compete with other programming services and other sources of video content, to secure desired entertainment programming.
First, our programming services compete with other programming services to obtain distribution on cable television systems and other multichannel video programming distribution systems, and ultimately for viewing by each distributor's subscribers. Second, our programming services compete with other programming services and other sources of video content, to secure desired entertainment programming.
We are aiming to become more efficient to drive free cash flow and maximize stockholder value, including through streamlining our organization; remaining prudent with our investments in programming, including continuing to focus on reducing programming spend to historical levels; implementing, and tracking comprehensive goals, strategies and tactics driving efficiencies in the business; enhancing our technology and customer service; improving marketing; and reducing corporate costs.
We are aiming to become more efficient to drive free cash flow and maximize stockholder value, including by streamlining our organization; remaining prudent with our investments in programming, including continuing to focus on reducing programming spend to historical levels; implementing, and tracking comprehensive goals, strategies and tactics driving efficiencies in the business; enhancing our technology and customer service; improving marketing; and reducing corporate costs.
Strategy Our strategy is to create, showcase and curate high-quality, brand-defining content that appeals to distinct audiences as we aim to maximize the distribution, advertising and content licensing revenue of each of our branded services. Our strategic areas of focus are: Continued Development of High-Quality Original Content including Owned and Controlled Content and Valuable IP.
Strategy Our strategy is to create, showcase and curate high-quality, brand-defining content that appeals to distinct audiences as we aim to maximize the subscription, advertising and content licensing revenue of each of our branded services. Our strategic areas of focus are: Continued Development of High-Quality Original Content including Owned and Controlled Content and Valuable IP.
To help foster further community impact, the Company also provides every employee with annual time off to volunteer in support of charitable organizations. AVAILABLE INFORMATION Our corporate website is http://www.amcnetworks.com and the investor relations section of our website is located at http://investors.amcnetworks.com.
To help foster further community impact, the Company also provides every employee with annual time off to volunteer in support of charitable organizations. AVAILABLE INFORMATION Our corporate website is https://www.amcnetworks.com and the investor relations section of our website is located at https://investors.amcnetworks.com.
Item 1. Business. AMC Networks Inc. is a Delaware corporation with its principal executive offices located at 11 Penn Plaza, New York, NY 10001. AMC Networks Inc. is a holding company and conducts substantially all of its operations through its majority owned or controlled subsidiaries.
Item 1. Business. AMC Networks Inc. is a Nevada corporation with its principal executive offices located at 11 Penn Plaza, New York, NY 10001. AMC Networks Inc. is a holding company and conducts substantially all of its operations through its majority owned or controlled subsidiaries.
We intend to continue to develop strong high-quality original content across our linear networks and streaming services to optimize our distribution, advertising and content licensing revenue, further enhance our brands, strengthen our engagement with our viewers, subscribers, distributors and advertisers, and to build viewership and attract and retain subscribers for our streaming services.
We intend to continue to develop strong high-quality original content across our linear networks and streaming services to optimize our subscription, advertising and content licensing revenue, further enhance our brands, strengthen our engagement with our viewers, subscribers, distributors and advertisers, and to build viewership and attract and retain subscribers for our streaming services.
AMC generally structures its contracts for the exclusive cable television rights to air the films during identified window periods.
AMC generally structures its contracts for the cable television rights to air the films during identified window periods.
In 2024, we matched employee donations in support of hundreds of causes on our online giving and volunteering platform, Give Back at AMCN. Through the platform, employees can research charitable organizations and make personal donations, which the Company matches.
In 2025, we matched employee donations in support of hundreds of causes on our online giving and volunteering platform, Give Back at AMCN. Through the platform, employees can research charitable organizations and make personal donations, which the Company matches.
In addition, for certain of our productions, the Company, through in-house and third-party production service companies, engages the services of writers, directors, actors and various crew members who are subject to certain specially negotiated collective bargaining agreements. Since these agreements are generally entered into on a per-project basis, negotiations occur on various agreements throughout the year.
In addition, for certain of our productions, the Company, through in-house and third-party production service companies, engages the services of writers, directors, actors and various crew members who may be subject to certain specially negotiated collective bargaining agreements. Since these agreements are generally entered into on a project basis, negotiations occur on various agreements throughout the year.
We use the following, as well as other social media channels, to disclose public information to investors, the media and others: • Our website (http://www.amcnetworks.com); and • Our X (formerly Twitter) account (@AMC_Networks). Our officers may use similar social media channels to disclose public information.
We use the following, as well as other social media channels, to disclose public information to investors, the media and others: • Our website (https://www.amcnetworks.com); and • Our X (formerly Twitter) account (@AMC_Networks). Our officers may use similar social media channels to disclose public information.
RLJ Entertainment Films is a market leader in acquiring tentpole and cast-driven genre content with an eye towards broad commercial appeal. Shudder operates the highest profile, horror-focused streaming service in the United States, and has become the prime destination for audiences to discover trend-setting filmmakers in the horror landscape.
RLJE Films is a market leader in acquiring tentpole and cast-driven genre content with an eye towards broad commercial appeal. Shudder operates the highest profile, horror-focused streaming service in the United States, and has become the prime destination for audiences to discover trend-setting filmmakers in the horror landscape.
We do not currently require distributors to carry more than one of our national programming networks in order to obtain the right to carry a particular national programming network.
We do not currently require distributors to carry more than one of our domestic programming networks in order to obtain the right to carry a particular domestic programming network.
SEGMENTS We manage ou r business through the following two operating segments: • Domestic Operations: Consists of our five programming networks, our streaming services, our AMC Studios operation and our film distribution business. Our programming networks are AMC, We TV, BBC AMERICA, IFC, and SundanceTV.
SEGMENTS We manage ou r business through the following two operating segments: • Domestic Operations: Consists of our five programming networks, our streaming services, our AMC Studios operation and our film distribution business. Our programming networks are AMC, We TV, BBCA, IFC and SundanceTV.
HUMAN CAPITAL RESOURCES We are passionate about creating and curating celebrated series and films across distinct brands that connect with passionate fans and audiences in meaningful ways. We believe the key to our success and our ability to engage audiences in this way lies in the strength of our people and our culture.
HUMAN CAPITAL RESOURCES We are passionate about creating and curating celebrated series and films across distinct brands that connect with passionate fans and audiences in meaningful ways. We believe one of the keys to our success and our ability to engage audiences in this way is the strength of our people and our culture.
We have an extensive library of television and film properties, including several storied franchises such as The Walking Dead Universe, the Anne Rice catalog, and the Agatha Christie library that are well-known to global audiences.
We have an extensive library of television and film properties, including several storied franchises such as The Walking Dead Universe and the Anne Rice Immortal Universe, that are well-known to global audiences.
Film Distribution AMC Networks also operates a film business that distributes movies under three very distinct brands: IFC Films, RLJ Entertainment Films and Shudder. The IFC Films brand is known for being a home to independent and auteur focused films, attracting high-profile talent and filmmakers.
Film Distribution AMC Networks also operates a film business, IFC Entertainment Group, that distributes movies under three distinct brands: Independent Film Company, RLJE Films and Shudder. The IFC brand is known for being a home to independent and auteur focused films, attracting high-profile talent and filmmakers.
We have operated in the entertainment industry for more than 40 years, and over that time we have created targeted and focused video entertainment products that we own and operate and that are powered by distinguished brands, including AMC, AMC+, BBC AMERICA ("BBCA"), IFC, SundanceTV, We TV, Acorn TV, Shudder, Sundance Now, ALLBLK, HIDIVE and IFC Films.
We have operated in the entertainment industry for more than 40 years, and over that time we have created targeted and focused video entertainment products that we own and operate and that are powered by distinguished brands, including streaming services AMC+, Acorn TV, ALLBLK, All Reality, HIDIVE, Shudder, and Sundance Now; and cable networks AMC, BBC AMERICA ("BBCA"), IFC, SundanceTV and We TV.
Learning & Development Our talent management and development team promotes year-round learning opportunities for employees throughout the organization, including live in-person and virtual workshops and annual trainings across a variety of topics.
Learning & Development Our talent management and development team promotes year-round learning opportunities for employees throughout the organization, including live and on-demand workshops and annual trainings across a variety of topics.
In 2024, BBCA brought viewers a new landmark series narrated by Sir David Attenborough Planet Earth: Mammals from the award-winning BBC Natural History Unit, with the next landmark, Planet Earth: Asia , planned for 2025. • BBCA is also the home of The Graham Norton Show , a popular United Kingdom ("U.K.") late night talk show with a lineup of celebrity guests. 1 Estimated U.S. subscribers as measured by Nielsen 8 • As of December 31, 2024, IFC reached approximately 52 million subscribers (1) and had distribution agreements with all major U.S. distributors. • IFC is the home of offbeat, unexpected comedies.
In 2024, BBCA brought viewers a new landmark series narrated by Sir David Attenborough Planet Earth: Asia from the award-winning BBC Natural History Unit, with the next landmark series, Planet Earth: Kingdom , planned for 2026. • BBCA is also the home of The Graham Norton Show , a globally recognized United Kingdom ("U.K.") late night talk show. • As of December 31, 2025, IFC reached approximately 47 million subscribers (1) and had distribution agreements with all major U.S. distributors. • IFC is the home of offbeat, unexpected comedies.
Additionally, we celebrate the diversity of our audiences through our ongoing heritage month collections. Community & Social Impact Giving and social impact programs and initiatives are an important part of our culture. Through philanthropic efforts, local outreach and partnerships, we support causes aimed at making a difference in the communities where we live and work.
Community & Social Impact Giving and social impact programs and initiatives are an important part of our culture. Through philanthropic efforts, local outreach and partnerships, we support causes aimed at making a difference in the communities where we live and work.
Our streaming services consist of AMC+ and our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, ALLBLK, and HIDIVE). Our AMC Studios operation produces original programming for our programming services and third parties and also licenses programming worldwide. Our film distribution business includes IFC Films, RLJ Entertainment Films and Shudder.
Our streaming services consist of AMC+ and our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, ALLBLK, HIDIVE and All Reality). Our AMC Studios operation produces original programming for our programming services and third parties and also licenses programming worldwide. Our film distribution business includes Independent Film Company, RLJE Films and Shudder.
We currently have a total of 19 active distinct channels featuring our content, in different configurations, across major FAST platforms, such as Pluto TV, Plex, Sling TV and Samsung TV Plus. Maintain Financial Discipline With Focus on Free Cash Flow .
As of December 31, 2025, we had a total of 33 active distinct channels featuring our content, in different configurations, across 23 FAST platforms, such as Pluto TV, Plex, Sling TV and Samsung TV Plus. Maintain Financial Discipline With Focus on Free Cash Flow .
AMC+ streaming service • Launched in 2020, AMC+ is the Company’s premium streaming bundle featuring an extensive lineup of popular and critically acclaimed programming from AMC, BBC AMERICA, IFC and SundanceTV along with full access to targeted streaming services Shudder, Sundance Now and the IFC Films library.
AMC+ streaming service • AMC+ is the Company’s premium streaming bundle featuring an extensive lineup of popular and critically acclaimed programming from AMC, BBCA, IFC and SundanceTV along with full access to targeted streaming services Shudder and Sundance Now and the Independent Film Company library.
New or existing programming networks that are affiliated with broadcasting networks like ABC, CBS, Fox or NBC may also have a competitive advantage over our programming networks in obtaining distribution through the "bundling" of agreements to carry those programming networks with agreements giving the distributor the right to carry a broadcast station affiliated with the broadcasting network.
Even if such affiliated distributors carry our programming services, such distributors may place their affiliated programming network on a more desirable tier, thereby giving the affiliated programming network a competitive advantage over our own. 15 New or existing programming networks that are affiliated with broadcasting networks like ABC, CBS, Fox or NBC may also have a competitive advantage over our programming networks in obtaining distribution through the "bundling" of agreements to carry those programming networks with agreements giving the distributor the right to carry a broadcast station affiliated with the broadcasting network.
This history is imbued in our corporate culture and values and informs who we are and our mission to be a premier destination for passionate and engaged fan communities around the world with entertainment that stands out, drives popular culture and fuels the Company’s growth.
This history is imbued in our corporate culture and values and informs who we are and our mission to be a premier destination for passionate and engaged fan communities around the world.
Originals include the Emmy-nominated Cooper’s Bar starring Rhea Seahorn, In the Kitchen with Harry Hamlin , and SisterS starring Sarah Goldberg. • IFC's slate includes a mix of fan favorite movies and popular television comedies ranging from Two and a Half Men and Everybody Loves Raymond to classic TV favorites such as Gilligan’s Island and Sanford and Son. • As of December 31, 2024, SundanceTV reached approximately 49 million subscribers (1) and had distribution agreements with all major U.S. distributors. • SundanceTV launched in 1996 and is committed to the mission of celebrating creativity, distinctive storytelling and iconic films. • SundanceTV attracts viewer and critical acclaim for its original unscripted programming, including Off Script with The Hollywood Reporter featuring the entertainment industry’s leading talents, the True Crime Story franchise featuring Smugshot and It Couldn’t Happen Here from Hilarie Burton Morgan, and new limited series such as 2024’s The Tailor of Sin City.
Originals include In the Kitchen with Harry Hamlin and SisterS starring Sarah Goldberg. • IFC's slate includes a mix of fan favorite movies and popular television comedies ranging from Two and a Half Men and Everybody Loves Raymond to classic TV favorites such as Gilligan’s Island and Sanford and Son. • As of December 31, 2025, SundanceTV reached approximately 45 million subscribers (1) and had distribution agreements with all major U.S. distributors. • SundanceTV launched in 1996 and is committed to the mission of celebrating creativity, distinctive storytelling and iconic films. • SundanceTV attracts viewer and critical acclaim for its original unscripted programming, including Off Script with The Hollywood Reporter featuring the entertainment industry’s leading talents, and the True Crime Story franchise featuring Smugshot and It Couldn’t Happen Here from Hilarie Burton Morgan . 1 Estimated U.S. subscribers as measured by Nielsen 8 Other Streaming Services The Company’s streaming portfolio of branded subscription services serve a targeted, passionate fanbase with content depth, curation and community.
While offerings vary by location, in the U.S. they generally include: employee and family medical, dental and vision coverage; life and disability insurance coverage; family resources, such as adoption assistance, child/elder care, and college planning; retirement savings with a company match; identity theft protection; and employee assistance programs.
While offerings vary by location, in the U.S. they generally include: employee and family medical, dental and vision coverage; life and disability insurance coverage; vacation and paid family and medical leave; family planning and support resources such as adoption assistance, child/elder care, and college planning; retirement savings with a company match; tuition reimbursement; identity theft protection; auto, home and pet insurance; legal plans; accident, hospital and critical illness insurance; fitness programs; and employee assistance programs.
We continue to leverage our high-quality popular content on our networks to optimize our advertising revenue. In addition, we are embracing an array of new advertising opportunities, including an expanding and robust presence on free ad-supported streaming ("FAST") and advertising video on demand ("AVOD") platforms.
In addition, we are embracing an array of new advertising opportunities, including an expanding and robust presence on free ad-supported streaming ("FAST") and advertising video on demand ("AVOD") platforms.
Other Streaming Services The Company’s streaming portfolio of branded subscription services serve a targeted, passionate fanbase with content depth, curation and community. The content on these platforms is a mix of licensed and owned original programming. Our various services are distributed in several key markets internationally, including Canada, the U.K., parts of Europe, Australia and New Zealand.
The content on these platforms is a mix of licensed and owned original programming. Our various services are distributed in several key markets internationally, including Canada, the U.K., parts of Europe, Australia and New Zealand.
Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries. 15 Competition for Advertising Revenue Our programming networks, and ad-supported streaming services, must compete with other sellers of advertising time and space, including other MVPDs, radio, newspapers, outdoor media and increasing shifts in spending toward online and mobile offerings from more traditional media.
Competition for Advertising Revenue Our programming networks, and ad-supported streaming services, must compete with other sellers of advertising time and space, including other MVPDs, radio, newspapers, outdoor media and increasing shifts in spending toward online and mobile offerings from more traditional media.
Each brand has a distinct approach while complementing one another - each synonymous with quality and commercial content, consistently debuting the next generation of distinguished filmmakers. • IFC Films is a leading distributor of high-quality, talent-driven independent films, which included 17 new releases in 2024. • IFC Films is a leader in progressive windowing strategies and pioneered the “day and date” model to maximize revenue and marketing effectiveness. • IFC Films is known for its fostering approach to filmmakers, distributing the early films of directors such as Christopher Nolan, Greta Gerwig, Barry Jenkins, Alfonso Cuaron and Richard Linklater. • Notable 2024 releases include the Oscar shortlisted international films The Taste of Things and Memoir of a Snail ; Shudder’s Late Night with the Devil and Oddity ; and RLJE Films’ Arcadian and Little Bites , among others.
Each brand has a distinct approach while complementing one another - each synonymous with quality and commercial content, consistently debuting the next generation of distinguished filmmakers. • Independent Film Company is a leading distributor of high-quality, talent-driven independent films, which included 21 new theatrical releases in 2025. • Independent Film Company is a leader in progressive windowing strategies and pioneered the “day and date” model to maximize revenue and marketing effectiveness. • Independent Film Company is known for its fostering approach to filmmakers, distributing the early films of directors such as Christopher Nolan, Greta Gerwig, Barry Jenkins, Alfonso Cuaron and Richard Linklater. • Notable 2025 releases included Clown in a Cornfield , Oscar shortlisted international film The Ugly Stepsister, National Board of Review honorees Good Boy and The Baltimorons , and Shudder and RLJE Films’ Dangerous Animals , among others.
Additionally, we promote a workplace culture where everyone treats each other with kindness and respect, prioritizing the well-being and security of our people, content and information through ongoing trainings covering anti-harassment and discrimination, inclusion and cultural awareness, information security and more. 16 Diversity and Inclusion We seek to present programming that authentically speaks to and reflects the wide range of audiences we reach every day.
Additionally, we promote a workplace culture where everyone treats each other with kindness and respect, prioritizing the well-being and safety of our people, content and information through ongoing trainings covering anti-harassment and discrimination, inclusion and cultural awareness, information security and more.
We also partner with established industry organizations like CTAM, NAMIC and The WICT Network to provide development opportunities from leading educational institutions including the Harvard Business School, Stanford University and INSEAD, as well as entertainment and production organizations like the Handy Foundation and Reel Works to support and train the next generation of storytellers.
We also partner with established industry organizations like CTAM, NAMIC and The WICT Network to provide development opportunities from leading educational institutions including the Harvard Business School, Stanford University and INSEAD.
In addition to its deep and diverse catalog, HIDIVE offers first-run simulcasts of the best new anime at or near the same time as their Japanese broadcast, which in 2024 included the global hit series 【OSHI NO KO】 Season 2, I Parry Everything!, Chained Soldier, and Loner Life in Another World, among others. • HIDIVE is currently available in the U.S. and Canada as well as key overseas markets including the U.K., Ireland, Australia, and New Zealand. • AMC Networks’ subsidiary Sentai Holdings, LLC (“Sentai”) is a leading global acquirer, producer and supplier of anime content that it distributes through its affiliates including HIDIVE, The Anime Network and Sentai Filmworks, as well as select commercial partners.
In addition to its deep and diverse catalog, HIDIVE offers first-run simulcasts of the best new anime at or near the same time as their Japanese broadcast, which in 2025 included the global hit series My Gift Lvl 9999 Unlimited Gacha, Call of the Night Season 2 , Rock Is A Lady’s Modesty, and Sword Of The Demon Hunter: Kijin Gentosho, among others. • HIDIVE is currently available in the U.S. and Canada as well as key overseas markets including the U.K., Ireland, Australia, and New Zealand. 10 • AMC Networks’ subsidiary Sentai Holdings, LLC (“Sentai”) is a leading global acquirer, producer and supplier of anime content that it distributes through its affiliates including HIDIVE, The Anime Network and Sentai Filmworks, as well as select commercial partners. • In late 2025, the Company launched a new targeted streaming service, All Reality.
OVERVIEW AMC Networks is a global entertainment company known for its popular and award-winning content. We distribute our content to audiences globally on an array of distribution platforms, including linear networks, subscription streaming services and other ad-supported streaming platforms, as well as through licensing arrangements.
We distribute our content to audiences globally on an array of distribution platforms, including linear networks, subscription streaming services and other ad-supported streaming and connective TV platforms, as well as through licensing arrangements.
We assess employee sentiment annually through a global employee engagement survey to identify what we are doing well and what opportunities and challenges we should address in the coming year.
We assess employee sentiment regularly through global employee engagement surveys to identify what we are doing well and what opportunities 16 and challenges we should address.
For example, most states have enacted laws that impose data security and security breach obligations, and new frameworks regulating consumer privacy have recently been established at the state level and overseas, including the GDPR, the CCPA, the Video Privacy Protection Act (the "VPPA") and other similar comprehensive privacy laws that have been enacted in other states.
For example, most states have enacted laws that impose data security and security breach obligations, and frameworks regulating consumer privacy have been established and continue to evolve at the state level and overseas, including the GDPR in the European Union, the U.K.
Health, Financial, Family and Well-being Benefits Our benefit offerings are designed to meet the range of needs of our global workforce and support the health, finance and well-being of our employees.
Health, Financial, Family and Wellbeing Benefits Our benefit offerings provide robust and comprehensive options to our global workforce that support the health, financial needs and well-being of our employees.
Website and Streaming Service Requirements We maintain various websites that provide information regarding our businesses and offer content for sale. The operation of these websites may be subject to a range of federal, state and local laws such as privacy, data security, accessibility, child safety, oversight of user-generated content, and consumer protection regulations.
The operation of these websites, DTC applications and services may be subject to a range of federal, state and local laws such as privacy, data security, accessibility, child safety, oversight of user-generated content, and consumer protection regulations.
AMC Networks International • AMCNI, the international division of the Company, delivers entertaining and acclaimed programming that reaches subscribers in more than 100 countries and territories around the world, through operational centers in London, Madrid, Budapest, Prague, Warsaw, Miami, Buenos Aires and Mexico City. • AMCNI consists of our global brand, AMC, as well as a portfolio of popular, locally recognized brands delivering programming in a wide range of genres, including sports, film, cooking, lifestyle, crime and investigation, science, documentary and kids. • Our local and regional channels are programmed for local audiences and language, and we develop and license local content that is tailored to individual market tastes. • AMCNI operates a number of joint venture partnerships and managed channel services as well as DTC services. ◦ A joint venture with Paramount International Networks delivers a portfolio of seven entertainment channels which is managed from London, including TRUE CRIME, TRUE CRIME XTRA, LEGEND and LEGEND XTRA (U.K. only) CBS Justice, FILMCAFE, and CBS Reality (available outside of the U.K.). ◦ Dreamia, a joint venture with NOS in Portugal, delivers channels including Canal Hollywood, Canal Panda, Panda Kids, Biggs, Blast, Casa e Cozinha, and recently launched the over-the-top ("OTT") application Panda+. • The UK portfolio of channels reaches viewers via the Sky, Virgin Media, Freesat and Freeview platforms and on demand via the WATCH FREE UK player available from Freesat, Freeview and YouView and downloadable via IOS, Android, and all major device/manufacturer stores.
AMC Networks International • AMCNI, the international division of the Company, delivers entertaining and acclaimed programming that reaches subscribers in more than 100 countries and territories around the world, through operational centers in Madrid, Barcelona, Budapest, London, Prague, and Buenos Aires. • AMCNI consists of our global brand, AMC, as well as a portfolio of popular, locally recognized brands delivering programming in a wide range of genres, including sports, film, cooking, lifestyle, crime and investigation, science, documentary and kids. • Our local and regional channels are programmed for local audiences and language, and we develop and license local content that is tailored to individual market tastes. • AMCNI operates in the following regions: ◦ U.K. – The U.K. operates a joint venture with Paramount International Networks, which delivers a portfolio of seven entertainment channels, including TRUE CRIME, TRUE CRIME XTRA, LEGEND and LEGEND XTRA.
These carriage laws may reduce the amount of channel space that is available for carriage of our networks by cable television systems and DBS operators, or the amount of programming funds that cable and DBS operators have available for carriage of our networks.
These carriage laws may reduce the amount of channel space that is available for carriage of our networks by cable television systems and DBS operators, or the amount of programming funds that cable and DBS operators have available for carriage of our networks. 14 Website, DTC Applications and Streaming Service Requirements We maintain various websites, DTC applications and streaming services that provide information regarding our businesses and offer content for sale.
Unless the context otherwise requires, all references to "we," "our," "us," "AMC Networks" or the "Company" refer to AMC Networks Inc., together with its subsidiaries. "AMC Networks Inc." refers to AMC Networks Inc. individually as a separate entity. Our telephone number is (212) 324-8500.
Unless the context otherwise requires, all references to "we," "our," "us," "AMC Networks" or the "Company" refer to AMC Networks Inc., together with its subsidiaries. Our telephone number is (212) 324-8500. AMC Networks Inc. was incorporated on March 9, 2011 as an indirect, wholly-owned subsidiary of Cablevision Systems Corporation.
Other Programming Networks • As of December 31, 2024, We TV reached approximately 59 million subscribers (1) and had distribution agreements with all major U.S. distributors. • Driven by unscripted originals, We TV continues to be the #1 U.S. cable network for women, in particular black women, on Friday nights and home to a popular slate of series and franchises including Love After Lockup, Life After Lockup, Mama June: Family Crisis, Toya & Reginae , and the celebrated return of the We TV’s pioneers of family reality TV, the Braxton family, with 2024’s new docuseries The Braxtons. • In 2024, We TV also premiered several new unscripted series, including The Barnes Bunch , following NBA legend Matt Barnes and his family; Deb’s House , a new competition reality series featuring Hip Hop pioneer and mogul Debra Antney, who also serves as executive producer; and the new reality series Tia Mowry: My Next Act . • We TV's programming also includes popular series S.W.A.T. , 9-1-1, Bones, NCIS, and Law & Order as well as feature films, with certain exclusive license rights from studios such as Paramount, MGM, Sony, Lionsgate, NBC Universal, and Warner Bros. • As of December 31, 2024, BBCA reached approximately 56 million subscribers (1) and had distribution agreements with all major U.S. distributors. • BBCA is a hub of innovative, culturally contagious programming with “Britishness” at its core.
AMC Studios also produced the upcoming Brooke Shields-led series, You’re Killing Me . • In addition to producing series for AMC Networks suite of channels, AMC Studios is an executive producer of the hit series SILO for Apple TV+. 7 Other Programming Networks • As of December 31, 2025, We TV reached approximately 54 million subscribers (1) and had distribution agreements with all major U.S. distributors. • Driven by unscripted originals, We TV is home to a popular slate of series and franchises, including Love After Lockup, Life After Lockup, Mama June: Family Crisis, and We TV’s pioneers of family reality TV, the Braxton family, with the docuseries The Braxtons. • We TV's programming also includes popular series S.W.A.T. , 9-1-1, Bones, NCIS, and Law & Order as well as feature films, with certain exclusive license rights from studios such as Paramount, MGM, Sony, Lionsgate, NBC Universal, and Warner Bros. • As of December 31, 2025, BBCA reached approximately 51 million subscribers (1) and had distribution agreements with all major U.S. distributors. • BBCA is a hub of innovative, culturally contagious programming with “Britishness” at its core.
CALM Act FCC rules require MVPDs to ensure that all commercials comply with specified volume standards, and our distribution agreements generally require us to certify compliance with such standards. 13 Emergency Alert Codes or Attention Signals We may not include emergency alert codes or attention signals, or simulations of them, in our content under any circumstances other than a genuine alert, an authorized test of the emergency alert system, or a permissible public service announcement.
Emergency Alert Codes or Attention Signals We may not include emergency alert codes or attention signals, or simulations of them, in our content under any circumstances other than a genuine alert, an authorized test of the emergency alert system, or a permissible public service announcement.
An invitation to a world of streaming entertainment that is inclusively, but unapologetically – Black. • Featuring a diverse lineup of content that spans genres and generations, ALLBLK premiered several new series, films and specials in 2024, including the final season of long running hit series Double Cross , new seasons of fan favorite series Kold & Windy and Wicked City ; popular original films Lunar Lockdown , The Influencer and The Match ; and hit comedy special Gary “G Thang” Johnson: Sitcho Ass Down . • ALLBLK is also the streaming home for We TV’s engaging slate of unscripted originals, including celebrity docuseries such as Toya & Reginae, The Braxtons and Tia Mowry: My Next Act , breakout reality competition series 10 Deb’s House featuring Hip Hop pioneer and mogul Debra Antney, and the wildly popular Love After Lockup franchise. • ALLBLK greenlit and completed production on hitman series Wild Rose , created by and starring R&B sensation Omarion, and the highly anticipated original film Operation: Aunties directed by Wendy Raquel Robinson and starring Martin ’s Tisha Campbell. • HIDIVE LLC (“HIDIVE”) operates an anime-focused streaming service offering a robust library of entertainment that includes television series, movies, and original video animations in both subtitled and dubbed audio formats.
An invitation to a world of streaming entertainment that is inclusively, but unapologetically – Black. • Featuring a diverse lineup of content that spans genres and generations, ALLBLK premiered several new series, films and specials in 2025, including new coming-of-age drama series G.R.I.T.S., new original series Conspirators, new seasons of hit reality series Toya & Reginae and music competition series Deb’s House ; and popular original films Darwin and Operation: Aunties. • ALLBLK is also the streaming home for We TV’s engaging slate of unscripted originals, including celebrity docuseries The Braxtons and the wildly popular Love After Lockup franchise. • In 2026, ALLBLK will bring audiences hitman series Wild Rose , created by and starring R&B sensation Omarion, Hands starring Ashley Williams from the ALLBLK hit series Double Cross, and Jupiter Jones, an extension of the service’s top series A House Divided and more. • HIDIVE LLC (“HIDIVE”) operates an anime-focused streaming service offering a robust library of entertainment that includes television series, movies, and original video animations in both subtitled and dubbed audio formats.
We aim to recruit and retain top talent that reflects the communities where we live and work and the audiences who engage with our content by emphasizing our competitive rewards; offering opportunities that support employees both personally and professionally; promoting continuous learning and development at all levels; and through our commitment to fostering a positive, inclusive and collaborative corporate culture.
We intend to attract and retain talent by emphasizing our competitive rewards; offering opportunities that support employees’ professional growth and development; promoting ongoing learning at all levels; and through our commitment to fostering a positive, inclusive and collaborative corporate culture.
REGULATION Our businesses are subject to and affected by regulations of U.S. federal, state and local government authorities, and our international operations are subject to laws and regulations of regulators in the countries in which they operate, as well as international bodies, such as the European Union.
Launched over two decades ago, El Gourmet offers 100% of its content in Spanish, with over 75% original productions and more than 200 episodes premiering each year, showcasing some of the greatest celebrity cooks of this region. 13 REGULATION Our businesses are subject to and affected by regulations of U.S. federal, state and local government authorities, and our international operations are subject to laws and regulations of regulators in the countries in which they operate, as well as international bodies, such as the European Union.
Martin. The series has achieved 100% Fresh ratings on Rotten Tomatoes for each of its first two seasons. • AMC's film library consists of films that are licensed under long-term contracts with major studios such as Warner Bros., Sony, MGM, NBC Universal, Paramount, Lionsgate and Buena Vista.
Through a partnership with TNA Wrestling, AMC has become the new home to Thursday Night iMPACT , a weekly, action-packed television series. • AMC's film library consists of films that are licensed under long-term contracts with major studios such as Warner Bros., Sony, MGM, NBC Universal, Paramount, Lionsgate and Buena Vista.
With our targeted approach, we are serving audiences with streaming offerings that are companions to (rather than competitive with) the larger general entertainment streaming services. As we assess the optimal level and mix of programming 5 across our platforms, we will prioritize curation to provide compelling offerings that aim at maximizing subscriber engagement and retention.
With our targeted approach, we are serving audiences with streaming offerings that are companions to (rather than competitive with) the larger general entertainment streaming services.
We support opportunities for a broad range of voices to be represented in front of and behind the camera and to use our platforms to bring their visions to life. We encourage this through our "Future of Film" initiative, spotlighting works from emerging creative talents of all backgrounds.
Diversity and Inclusion We seek to present programming that authentically speaks to and reflects the wide range of audiences we reach every day. We support opportunities for a broad range of voices to be represented in front of and behind the camera and to use our platforms to bring their visions to life.
We have launched several of our services, most notably AMC+, Acorn TV, Shudder and HIDIVE, in key international markets, including Canada, parts of Europe, Australia and New Zealand. We will continue to be opportunistic in determining the most optimal monetization strategy for new international markets. Growth and Innovation in Advertising and Advertising Technologies .
As we assess the optimal level and mix of programming across our platforms, we will prioritize curation to provide compelling offerings that aim at maximizing subscriber engagement and retention. 5 We have launched several of our services, most notably AMC+, Acorn TV, Shudder and HIDIVE, in select international markets, including Canada, parts of Europe, Australia and New Zealand.
AMC+ also continued its legacy of producing new critically-acclaimed dramas with Monsieur Spade starring Clive Owen, the propulsive crime drama Parish starring Breaking Bad ’s Giancarlo Esposito, as well as featuring a slate of premium films in partnership with IFC Films including Palme d’Or nominee The Taste of Things and the National Board of Review winner Ghostlight. • AMC+ is available to subscribers through either ad-supported or commercial free plans through our direct-to consumer ("DTC") applications, as well as through multi-channel video programming distributors ("MVPDs") and virtual MVPDs, and digital streaming platforms such as Amazon Prime Video Channels, Apple TV Channels and The Roku Channel. • AMC+ is currently available in several international markets including Canada, Spain, Australia and New Zealand. 1 Estimated U.S. subscribers as measured by Nielsen 7 AMC Studios • AMC Studios is AMC Networks’ in-house production and distribution operation which launched in 2010 with The Walking Dead , the highest-rated show on cable television so far. • Since then, AMC Studios has produced several critically acclaimed, award-winning and culturally distinctive originals for AMC Networks’ suite of channels and services including Anne Rice’s Interview with the Vampire , Anne Rice’s Mayfair Witches , Dark Winds , The Walking Dead: Dead City, The Walking Dead: Daryl Dixon, Fear the Walking Dead , Halt and Catch Fire , The Terror anthology, Preacher , and the Peabody Award-winning Rectify , as well as unscripted series Ride with Norman Reedus and James Cameron’s Story of Science Fiction . • Upcoming AMC Studios series include Anne Rice’s Talamasca: The Secret Order , and The Terror: Devil in Silver for AMC and AMC+.
AMC Studios • AMC Studios is AMC Networks’ in-house production and distribution operation which launched in 2010 with The Walking Dead , which became the highest-rated show on cable television. • Since then, AMC Studios has produced several critically acclaimed, award-winning and culturally distinctive originals for AMC Networks’ suite of channels and services including Anne Rice’s Interview with the Vampire , Anne Rice’s Mayfair Witches , Dark Winds , The Walking Dead: Dead City, The Walking Dead: Daryl Dixon, Fear the Walking Dead , Halt and Catch Fire , The Terror anthology, Preacher , and the Peabody Award-winning Rectify , as well as unscripted series Ride with Norman Reedus and James Cameron’s Story of Science Fiction . • Upcoming AMC Studios series include Dark Winds season 4 , The Audacity, The Vampire Lestat, The Walking Dead: Daryl Dixon season 4 and The Terror: Devil in Silver for AMC and AMC+.
Our human capital management objectives are to invest in and support our employees so that we are able to attract, develop, motivate and retain a high performing workforce. As of December 31, 2024, our global workforce included approximately 1,800 employees.
Our human capital management objectives include attracting, developing, motivating and retaining a high-performing workforce. As of December 31, 2025, our global workforce included 1,738 employees, 1,675 of which are full-time employees.
AMC Networks Inc. was incorporated on March 9, 2011 as an indirect, wholly-owned subsidiary of Cablevision Systems Corporation (Cablevision Systems Corporation and its subsidiaries are referred to as "Cablevision"). On June 30, 2011, Cablevision spun off the Company, and AMC Networks Inc. became an independent public company.
On June 30, 2011, Cablevision Systems Corporation spun off AMC Networks Inc., which became an independent public company. OVERVIEW AMC Networks is a global entertainment company known for its popular and award-winning content.
AMC Networks also operates a film distribution business that distributes independent narrative and documentary films under three distinct film brands: IFC Films, RLJ Entertainment Films ("RLJE Films") and Shudder. The film distribution business also operates IFC Films Unlimited, a subscription streaming service comprised of a broad range of theatrically-released and award winning titles from its distribution labels.
We also operate a film distribution business that distributes independent narrative and documentary films under the IFC Entertainment Group umbrella, which includes three distinct film brands: Independent Film Company, RLJ Entertainment Films ("RLJE Films") and Shudder. The film distribution business also operates the IFC Center, a New York City-based art-house entertainment space.
A significant part of AMCNI UK’s content library is also available via partnerships with major streaming platforms such as ITVx, FreeVee, Pluto TV, Rakuten TV and Samsung TV. • Highlights of the top AMCNI locally recognized channels are detailed below: • El Gourmet is a “go-to” TV culinary destination for Latin American audiences that connects with its viewers by celebrating local traditions and featuring culinary experiences from all over the world.
The division also recently launched three FAST channels across the region. ▪ El Gourmet is a TV culinary destination for Latin American audiences that connects with its viewers by celebrating local traditions and featuring culinary experiences from all over the world. Its mission is to reunite family and friends around the table to make memorable life experiences.
Compensation Our approach to compensation is to pay for performance, encouraging and rewarding employees who deliver on our short- and long-term objectives. We aim to pay competitively to market across departments, levels and geographies to ensure equitable compensation, by applying our compensation policies consistently among our employees.
Compensation Our approach to compensation is to pay competitively to local markets across departments, levels, and jobs. We apply our pay practices consistently among our employees to promote equitable compensation. We review compensation annually and have incorporated pay for performance concepts that incentivize and reward high-performing employees.
International AMCNI, consisting of our international programming businesses, operates a portfolio of channels centered around the flagship AMC channel and local channels supported by local production in the U.K., Latin America, and parts of Europe.
For more than 40 years AMCN B&T has provided broadcasting and technology services, including origination, transmission, satellite communications, and distribution of the Company’s programming networks. • AMCN B&T also maintains AMC Networks' physical media asset library and is responsible for its quality control, ingest, storage, edit, graphics, and IT infrastructures, which are crucial to AMC Networks operations and to provide high-capacity distribution services. 11 International AMCNI, consisting of our international programming businesses, operates a portfolio of channels including the flagship AMC channel and local channels supported by local production in the U.K., Latin America, and parts of Europe.
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In January 2024, the Company updated the name of its previously titled "International and Other" operating segment to "International" due to the divestiture of the 25/7 Media production services business on December 29, 2023, which was the sole component of the operating segment that comprised “Other.” This update did not constitute a change in segment reporting, but rather an update in name only.
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We will continue to be opportunistic in determining the most optimal monetization strategy for new international markets. Growth and Innovation in Advertising and Advertising Technologies . We continue to leverage our high-quality popular content on our networks to optimize our advertising revenue.
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Prior period segment information contained in this report for the "International" operating segment includes the results of the 25/7 Media production services business through the date of divestiture.
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As of December 31, 2025, AMC reached approximately 55 million subscribers (1) and had distribution agreements with all major United States ("U.S.") and Canadian distributors. • In 2025, AMC continued to deliver new stories set within The Walking Dead Universe with the global premiere of the third season of the popular The Walking Dead: Daryl Dixon , featuring fan-favorite characters Daryl and Carol, and the second season of The Walking Dead: Dead City . • In 2025, AMC premiered new installments from the burgeoning Anne Rice Immortal Universe, including a second season of Anne Rice’s Mayfair Witches , and the debut of a new series titled, Anne Rice’s Talamasca: The Secret Order , starring Nicholas Denton and Elizabeth McGovern. • In 2025, AMC continued to bring viewers premium scripted series including Nautilus , an adventure drama based on Jules Verne’s beloved Twenty Thousand Leagues Under the Sea.
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As of December 31, 2024, AMC reached approximately 60 million subscribers (1) and had distribution agreements with all major United States ("U.S.") and Canada distributors. • In 2024, AMC continued to expand The Walking Dead Universe franchise with the premiere of The Walking Dead: The Ones Who Live , featuring the iconic characters Rick and Michonne from the original series.
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In 2026, AMC is set to introduce The 1 Estimated U.S. subscribers as measured by Nielsen 6 Audacity , a darkly comedic Silicon Valley-set drama series featuring an all-star cast led by Billy Magnussen, with Zach Galifianakis, Sarah Goldberg, Rob Corddry, Simon Helberg and others. • In 2026, AMC will present the fourth season of Dark Winds , “perhaps the most ambitious Native-led TV show ever made,” according to The Hollywood Reporter, starring Zahn McClarnon and executive produced by Robert Redford and George R.R.
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The Walking Dead: The Ones Who Live was a fan-favorite sensation that quickly became the most watched series on AMC+ so far. Also in 2024, AMC brought viewers the second season in another popular spin-off in The Walking Dead Universe, The Walking Dead: Daryl Dixon, titled The Book of Carol .
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Martin. The series has maintained a 100% score on Rotten Tomatoes for each of its first three seasons. • In 2026, AMC will explore sports stories with the upcoming limited docu-series Rise of the 49ers , executive produced by Tom Brady.
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Both The Walking Dead: Daryl Dixon and another spin-off in The Walking Dead Universe, The Walking Dead: Dead City, will return for new seasons in 2025. • In 2024, AMC brought viewers the popular and critically acclaimed second season of Anne Rice’s Interview with the Vampire, the first series in a burgeoning Anne Rice Immortal Universe, and announced a new series set to premiere in late 2025 called Anne Rice’s Talamasca: The Secret Order after kicking 2025 off with a second season of Anne Rice’s Mayfair Witches . • In 2025, AMC is set to present the third season of Dark Winds , “perhaps the most ambitious Native-led TV show ever made,” according to The Hollywood Reporter, starring Zahn McClarnon and executive produced by Robert Redford and George R.R.
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Its content library includes fan favorites Mad Men, Interview with the Vampire, The Killing, A Discovery of Witches, Halt & Catch Fire, Hell on Wheels, Turn: Washington’s Spies, The Terror, Into the Badlands, Preacher, Orphan Black, Rectify, Gangs of London and series from the Company's two marquee franchises, The Walking Dead Universe and the Anne Rice Immortal Universe. • In 2025, AMC+ continued its track record of delivering critically-acclaimed dramas with original series including Black Snow, Scrublands, The Assassin, starring BAFTA-nominated Keely Hawes and Golden Globe-nominated Freddie Highmore, The Last Anniversary , based on the #1 New York times best-selling novel from Liane Moriarty and executive produced by Academy Award winner Nicole Kidman, as well as a slate of premium films in partnership with Independent Film Company, including Skincare starring Elizabeth Banks, the buzzy horror Dangerous Animals, award-winning Good Boy and the Academy Award-nominated Memoir of a Snail . • AMC+ is available to subscribers through either ad-supported or commercial free plans through our direct-to consumer ("DTC") applications, as well as through multi-channel video programming distributors ("MVPDs") and virtual MVPDs, and digital streaming platforms such as Amazon Prime Video Channels, Apple TV Channels and The Roku Channel. • AMC+ is currently available in several international markets, including Canada, Spain, Australia and New Zealand.
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Its content library includes fan favorites Mad Men, Interview with the Vampire, Killing Eve, The Killing, A Discovery of Witches, Halt & Catch Fire, Hell on Wheels, Turn: Washington’s Spies, The Terror, Into the Badlands, Preacher, Orphan Black, Rectify, Portlandia, Gangs of London and series from The Walking Dead Universe , among many others. • In 2024, AMC+ continued to grow the popular The Walking Dead Universe franchise with two new installments, including the record-setting The Walking Dead: The Ones Who Live as well as the second season of the acclaimed The Walking Dead: Daryl Dixon titled The Book of Carol , and expanded its identity as a destination for fans with the celebrated second season of Anne Rice’s Interview with the Vampire , and the long-awaited final season of Snowpiercer .
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In addition, Irish Blood and Art Detectives, which debuted a month earlier, were Acorn TV's two most watched series of all time. • In 2025, Acorn TV launched its first-ever programming event, Murder Mystery May , delivering more than 20 million hours watched and a multi-year high in subscriber acquisition.
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AMC Studios also produced Sanctuary: A Witch's Tale for Sundance Now, which premiered in January 2024. • In addition to producing series for AMC Networks suite of channels, AMC Studios is an executive producer of the hit series SILO for Apple TV+.
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The inaugural event kicked off a summer of new premieres for Acorn TV. • Fan favorite hit series returning in 2026 include Hidden Assets, The Brokenwood Mysteries , Murdoch Mysteries , The Chelsea Detective , the Italian set Signora Volpe starring Emilia Fox and the return of breakout series Inspector Ellis starring Olivier Award winner Sharon D.
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The new series Murder Before Evensong was also greenlit, which is based on the first novel in the Sunday Times best-selling series by British author the Reverend Richard Coles and starring Matthew Lewis of the Harry Potter franchise. 1 Estimated U.S. subscribers as measured by Nielsen 2 A paid subscription is defined as a subscription to a direct-to-consumer service or a subscription received through distributor arrangements, in which we receive a fee for the distribution of our streaming services. 9 • Long-running fan favorite hit series returning in 2025 include Midsomer Murders, The Chelsea Detective, Murdoch Mysteries , and The Madame Blanc Mysteries , along with international favorites such as Darby and Joan set in the Australian outback and the South African production Recipes for Love & Murder . • Acorn TV is currently available in key international markets including Canada, the U.K., Australia, New Zealand, and parts of Europe. • Called “one of the best streaming services in the world” by RogerEbert.com, Shudder offers a premium selection in genre entertainment covering horror, thrillers and the supernatural, bringing subscribers Hollywood favorites, cult classics, original series, and a critically acclaimed slate of new and exclusive genre films. • 2024 programming highlights included such critic and audience hits as In A Violent Nature , Late Night with the Devil , Oddity, Baghead, Infested, Stopmotion, You’ll Never Find Me , Azrael , V/H/S/Beyond and the Nicolas Cage feature Arcadian , among many others. • Shudder’s annual programming events included “Halfway to Halloween,” a month-long event featuring new movies, series and specials including a new season of The Last Drive-In with Joe Bob Briggs and Shudder’s #1 movie premiere so far Late Night with the Devil.
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Clarke, among others. • In 2026, Acorn TV is set to debut the highly anticipated Brooke Shields-led mystery series You’re Killing Me , also starring Golden Globe-nominated Tom Cavanaugh and up-and-coming Amalia Williamson from the hit series Sullivan’s Crossing . • Acorn TV is currently available in key international markets including Canada, the U.K., Australia, New Zealand, and parts of Europe. • Called “one of the best streaming services in the world” by RogerEbert.com, Shudder offers a premium selection in genre entertainment covering horror, thrillers and the supernatural, bringing subscribers Hollywood favorites, cult classics, original series, and a critically acclaimed slate of new and exclusive genre films. • 2025 was the service’s 10-year anniversary and a decade of the best in horror was marked with a year-long celebration of killer films and series, special fan events, a nationwide screening tour, custom fan giveaways and more. • Programming highlights included critic and audience hits Ash, Clown in a Cornfield, Dangerous Animals, House on Eden, V/H/S/HALLOWEEN, the popular limited series Hell Motel , starring Emmy-winner Eric McCormack, a second season of the hit found footage anthology series The Creep Tapes, a new season of fan favorite The Boulet 1 A streaming subscriber is a subscriber who registers on an a la carte basis and from whom we receive a fee, for one of our streaming services directly through our direct-to-consumer applications or indirectly through one of our streaming platform arrangements. 9 Brothers’ Dragula and the launch of Guts & Glory, a new unscripted horror-based competition series from award-winning special effects artist and executive producer, Greg Nicotero. • Shudder’s annual programming events included “Halfway to Halloween,” a month-long event featuring new movies, series and specials and “Season of Screams,” a three-month programming event surrounding Halloween featuring live events, watch parties and new releases every week. • Shudder is currently available in several international markets including Canada, the U.K., Ireland, Australia and New Zealand. • In 2025, Sundance Now featured a rich selection of engrossing dramas, imaginative fantasy, gripping mysteries and true crime, riveting documentaries and intelligent thrillers from gifted storytellers around the world. • In 2025, the service offered a strong slate of both original and acquired series, including White Lies starring Natalie Dormer, The Newsreader with Sam Reid and Anna Torv, and gripping true crime series such as The Furry Detectives: Unmasking a Monster , which made its world premiere at Tribeca Festival, as well as the Killer Clown: Murder at the Doorstep and Butchers of L.A . • In 2026, Sundance Now is expected to relaunch as a premier streaming destination for independent film, with an enhanced platform featuring more than 1,000 hours of critically acclaimed dramas, documentaries and arthouse films curated by and for film enthusiasts, new monthly theatrical releases, and festival favorites and more at the 2026 Sundance Film Festival where the streaming service is an official sponsor. • ALLBLK is focused on content from the Black perspective utilizing but not limited to Black creators, storytellers, cast and crew.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to Our Business • Our dependence on viewer and distributor appeal of our programming, which is often unpredictable and volatile; • Our ability to secure or maintain programming in adequate quantity or quality; • Increased programming costs; • Changes in the operating environment of multichannel distributors, including declines in the number of subscribers; • Our ability to renew distribution agreements on favorable terms or at all; • Our ability to attract and retain streaming subscribers; • Adverse advertising market conditions in specific markets; • Ongoing changes in business strategy, including decisions to make investments in new business, products, services, technologies and other strategic activities; • Intense competition in the industries in which we operate; 17 • Our ability to adapt to new technological developments, including new content distribution platforms and the growing use of AI and to changes in consumer behavior resulting from these new technologies; • Consolidation among cable, satellite and telecommunications service providers; • Theft of our content, including digital copyright theft and other unauthorized exhibitions of our content; • Litigation and other legal proceedings; and • Impairment charges related to goodwill and other intangible assets; Economic and Operational Risks • Risks from doing business internationally; • Continually evolving cybersecurity and other technology-related risks; • The interruption or unavailability of third-party facilities, systems and/or software upon which we rely; • Failure or disruption of our technology facilities or loss of access to third party satellites; • The loss of any of our key personnel or artistic talent; • Regulatory constraints in the United States; • Adverse regulation by foreign governments; • Economic and financial problems in the United States or other parts of the world; • Fluctuations in foreign exchange rates; • Disruptions of or interferences with cloud computing services that we rely on; • A pandemic or other health emergency; • Our ability to achieve sustaining or improving operating expense reductions; • Our ability to successfully make investments in, and/or acquire and integrate, other business, assets, products or technologies; • Additional tax liabilities; and • A significant amount of our book value consisting of intangible assets that may not generate cash in the event of a sale.
Biggest changeRisks Related to Our Business • Our dependence on viewer and distributor appeal of our programming, which is often unpredictable and volatile; • Our ability to secure or maintain programming in adequate quantity or quality; • Increased programming costs; • Changes in the operating environment of multichannel distributors, including declines in the number of subscribers; • Our ability to renew distribution agreements on favorable terms or at all; • Our ability to attract and retain streaming subscribers; • Adverse advertising market conditions in specific markets; • Intense competition in the industries in which we operate; • Ongoing changes in business strategy, including decisions to make investments in new business, products, services, technologies and other strategic activities; • Our ability to adapt to new technological developments, including new content distribution platforms and the growing use of Artificial Intelligence and to changes in consumer behavior resulting from these new technologies; • Consolidation among cable, satellite and telecommunications service providers; • Theft of our content, including digital copyright theft and other unauthorized exhibitions of our content; • Litigation and other legal proceedings; and • Impairment charges related to goodwill and other intangible assets.
If tax incentives are no longer available, reduced substantially, or cannot be utilized, we may incur higher costs in order to complete the production or produce additional seasons. If we are unable to produce original programming content on a cost-effective basis, our business, financial condition and results of operations may be materially adversely affected.
If tax incentives are no longer available, are reduced substantially, or cannot be utilized, we may incur higher costs in order to complete the production or produce additional seasons. If we are unable to produce original programming content on a cost-effective basis, our business, financial condition and results of operations may be materially adversely affected.
Our efforts to attract and retain streaming subscribers may not be successful, which may adversely affect our business Our ability to attract and retain subscribers depends in part on our ability to consistently provide compelling content choices, effectively market our streaming services, as well as provide a quality experience for subscribers.
Our efforts to attract and retain streaming subscribers may not be successful, which may adversely affect our business. Our ability to attract and retain subscribers depends in part on our ability to consistently provide compelling content choices and effectively market our streaming services, as well as provide a quality experience for subscribers.
In addition, the affirmative vote or consent of the holders of at least 66 2/3% of the outstanding shares of the Class B Common Stock, voting separately as a class, is required to approve: • the authorization or issuance of any additional shares of Class B Common Stock, and • any amendment, alteration or repeal of any of the provisions of our certificate of incorporation that adversely affects the powers, preferences or rights of the Class B Common Stock.
In addition, the affirmative vote or consent of the holders of at least 66 2/3% of the outstanding shares of the Class B Common Stock, voting separately as a class, is required to approve: • the authorization or issuance of any additional shares of Class B Common Stock, and • any amendment, alteration or repeal of any of the provisions of our certificate of incorporation that adversely affects the powers, preferences or rights of Class B Common Stock.
Any acquisitions and strategic investments that we are able to identify and complete may be accompanied by a number of risks, including: • the difficulty of assimilating the operations and personnel of acquired companies into our operations; • the potential disruption of our ongoing business and distraction of management; • the incurrence of additional operating losses and operating expenses of the businesses we acquired or in which we invested; • the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration; • the failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as intangible assets; • the failure of strategic investments to perform as expected or to meet financial projections; • the potential for patent and trademark infringement and data privacy and security claims against the acquired companies, or companies in which we have invested; 29 • litigation or other claims in connection with acquisitions, acquired companies, or companies in which we have invested; • the impairment or loss of relationships with customers and partners of the companies we acquired or in which we invested or with our customers and partners as a result of the integration of acquired operations; • the impairment of relationships with, or failure to retain, employees of acquired companies or our existing employees as a result of integration of new personnel; • the difficulty of integrating operations, systems, and controls as a result of cultural, regulatory, systems, and operational differences; • the performance of management of companies in which we invest but do not control; • in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries; and • the impact of known potential liabilities or liabilities that may be unknown, including as a result of inadequate internal controls, associated with the companies we acquired or in which we invested.
Any acquisitions and strategic investments that we are able to identify and complete may be accompanied by a number of risks, including: 30 • the difficulty of assimilating the operations and personnel of acquired companies into our operations; • the potential disruption of our ongoing business and distraction of management; • the incurrence of additional operating losses and operating expenses of the businesses we acquired or in which we invested; • the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration; • the failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as intangible assets; • the failure of strategic investments to perform as expected or to meet financial projections; • the potential for patent and trademark infringement and data privacy and security claims against the acquired companies, or companies in which we have invested; • litigation or other claims in connection with acquisitions, acquired companies, or companies in which we have invested; • the impairment or loss of relationships with customers and partners of the companies we acquired or in which we invested or with our customers and partners as a result of the integration of acquired operations; • the impairment of relationships with, or failure to retain, employees of acquired companies or our existing employees as a result of integration of new personnel; • the difficulty of integrating operations, systems, and controls as a result of cultural, regulatory, systems, and operational differences; • the performance of management of companies in which we invest but do not control; • in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries; and • the impact of known potential liabilities or liabilities that may be unknown, including as a result of inadequate internal controls, associated with the companies we acquired or in which we invested.
This includes (i) what is referred to as "Subpart F Income," which generally includes, but is not limited to, such items as interest, dividends, royalties, gains from the disposition of certain property, certain currency exchange gains in excess of currency exchange losses, and certain related party sales and services income and (ii) what is referred to as “global intangible low-taxed income,” which generally equals certain foreign earnings in excess of 10 percent of the foreign subsidiaries’ tangible business assets.
This includes (i) what is referred to as "Subpart F Income," which generally includes, but is not limited to, such items as interest, dividends, royalties, gains from the disposition of certain property, certain currency exchange gains in excess of currency exchange losses, and certain related party sales and services income and (ii) what is referred to as “global intangible low-taxed income,” ("GILTI"), which generally equals certain foreign earnings in excess of 10 percent of the foreign subsidiaries’ tangible business assets.
Since advertising sales are dependent on audience measurement provided by third parties, and the results of audience measurement techniques can vary independent of the size of the audience for a variety of reasons, including variations in the employed statistical sampling methods, we are subject to risks related to the employed statistical sampling methods, new distribution platforms and viewing technologies, and the shifting of the marketplace to the use of measurement of different viewer behaviors, such as delayed viewing.
Since advertising sales are dependent on audience measurement provided by third parties, and the results of audience measurement techniques can vary independent of the size of the audience for a variety of reasons, including variations in the 21 statistical sampling methods employed, we are subject to risks related to such statistical sampling methods, new distribution platforms and viewing technologies, and the shifting of the marketplace to the use of measurement of different viewer behaviors, such as delayed viewing.
System interruption and the lack of redundancy in the information systems and infrastructure, both of our own websites and other computer systems and of affiliate and third-party software, computer networks, applications and other communications systems service providers on which we rely may adversely affect our ability to operate websites, applications, process and fulfill transactions, respond to customer inquiries, transmit or display content, and generally maintain cost-efficient operations.
System interruption and the lack of redundancy in the information systems and infrastructure, both of our own 26 websites and other computer systems and of affiliate and third-party software, computer networks, applications and other communications systems service providers on which we rely may adversely affect our ability to operate websites, applications, process and fulfill transactions, respond to customer inquiries, transmit or display content, and generally maintain cost-efficient operations.
The Overlap Provisions also expressly validate certain contracts, agreements, assignments and transactions (and amendments, modifications or terminations thereof) between the Company and 35 the Other Entities and their subsidiaries and, to the fullest extent permitted by law, provide that the actions of the overlapping directors or officers in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders.
The Overlap Provisions also expressly validate certain contracts, agreements, assignments and transactions (and amendments, modifications or terminations thereof) between the Company and the Other Entities and their subsidiaries and, to the fullest extent permitted by law, provide that the actions of the overlapping directors or officers in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders.
In addition, the pricing and volume of advertising has been affected by shifts in spending toward online and mobile offerings from more traditional media, and toward new ways of purchasing advertising, such as through automated purchasing, dynamic advertising insertion, third parties selling local advertising spots and advertising exchanges, some or all of which are not as advantageous to us as traditional advertising methods.
In addition, the pricing and volume of advertising has been affected by shifts in spending away from more traditional media, toward online and mobile offerings, and toward new ways of purchasing advertising, such as through automated purchasing, dynamic advertising insertion, third parties selling local advertising spots and advertising exchanges, some or all of which are not as advantageous to us as traditional advertising methods.
This policy does not address all possible conflicts which may arise, and there can be no assurance that this policy will be effective in dealing with conflict scenarios. 34 We are a "controlled company" for the purposes of The NASDAQ Stock Market LLC ("NASDAQ"), which allows us not to comply with certain of the corporate governance rules of NASDAQ.
This policy does not address all possible conflicts which may arise, and there can be no assurance that this policy will be effective in dealing with conflict scenarios. We are a "controlled company" for the purposes of The NASDAQ Stock Market LLC ("NASDAQ"), which allows us not to comply with certain of the corporate governance rules of NASDAQ.
If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Convertible Notes or make cash payments upon conversion thereof. The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
If the repayment of the related indebtedness were 34 to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Convertible Notes or make cash payments upon conversion thereof. The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
Discovery, Inc., we also compete for programming with national broadcast television networks, local broadcast television stations, video on demand services and subscription streaming services, such as Netflix, Apple TV and Amazon Prime. Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries.
Discovery, Inc., we also compete for programming with national broadcast television networks, local broadcast television stations, video on demand services and subscription streaming services, such as Netflix, Apple TV+ and Prime Video. Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries.
As more cable and satellite operators, Internet service providers, subscription streaming services, other content distributors, aggregators and search providers create or acquire their own content, their competitive advantage could grow, which could adversely affect our ability to negotiate favorable terms and distribution or otherwise compete effectively in the delivery marketplace.
As more cable and satellite operators, Internet service providers, subscription streaming services, other content distributors, aggregators and search providers create or acquire their own content, their competitive advantage could grow, which could adversely affect our ability to negotiate favorable terms for distribution or otherwise compete effectively in the delivery marketplace.
Our leverage may make our results of operations more susceptible to adverse economic and industry conditions by limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and may place us at a competitive disadvantage as compared to our competitors that have less debt.
Our leverage may make our results of 32 operations more susceptible to adverse economic and industry conditions by limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and may place us at a competitive disadvantage as compared to our competitors that have less debt.
A reduced distribution of our programming networks would adversely affect our distribution revenues and impact our ability to sell advertising or the rates we charge for such advertising. Even if distribution agreements are renewed, there is no assurance that the renewal rates will equal or exceed the rates that we currently charge these distributors.
A reduced distribution of our programming networks would adversely affect our affiliate revenues and impact our ability to sell advertising or the rates we charge for such advertising. Even if distribution agreements are renewed, there is no assurance that the renewal rates will equal or exceed the rates that we currently charge these distributors.
From time to time, we are subject to various legal proceedings (including class action lawsuits), claims, regulatory investigations and arbitration proceedings in the U.S. and in foreign countries, including claims relating to intellectual property, employment, wage and hour, consumer privacy, contractual and commercial disputes, and the production, distribution, and licensing of our content.
From time to time, we are subject to various legal proceedings (including class action lawsuits), claims, regulatory investigations and arbitration proceedings in the U.S. and in foreign countries, including claims relating to intellectual property, employment, wage and hour, consumer privacy, contractual and commercial disputes, and the production, distribution, and 24 licensing of our content.
The Dolan Family Group and Excluded Trusts by virtue of their stock ownership, have the power to elect all of our directors subject to election by holders of Class B Common Stock and are able collectively to control stockholder decisions on matters on which holders of all classes of our common stock vote together as a single class.
The Dolan Family Group (including the Excluded Trusts), by virtue of their stock ownership, have the power to elect all of our directors subject to election by holders of Class B Common Stock and are able collectively to control stockholder decisions on matters on which holders of all classes of our common stock vote together as a single class.
The failure to develop popular new programming to replace programming that is older or ending can have adverse impacts on our business and results of operations. Our programming services' success depends upon the availability of programming that is adequate in quantity and quality, and we may be unable to secure or maintain such programming.
The failure to develop popular new programming to replace programming that is older or ending can have adverse impacts on our business and results of operations. 19 Our programming services' success depends upon the availability of programming that is adequate in quantity and quality, and we may be unable to secure or maintain such programming.
Many of these factors are outside of our control, and because new investments are inherently risky, and the anticipated benefits or value of these 21 investments may not materialize, there can be no assurance such investments and other strategic initiatives will not adversely affect our business, financial condition or results of operations.
Many of these factors are outside of our control, and because new investments are inherently risky, and the anticipated benefits or value of these investments may not materialize, there can be no assurance such investments and other strategic initiatives will not adversely affect our business, financial condition or results of operations.
Our programming networks depend upon agreements with a limited number of cable television system operators and other MVPDs. The loss of any significant distributor could have a material adverse effect on our consolidated results of operations. Currently our programming networks have distribution agreements with staggered expiration dates through 2030 .
Our programming networks depend upon agreements with a limited number of cable television system operators and other MVPDs. The loss of any significant distributor could have a material adverse effect on our results of operations. Currently our programming networks have distribution agreements with staggered expiration dates through 2030 .
Our failure to protect our intellectual property rights, particularly our brand, in a 23 meaningful manner or challenges to related contractual rights could result in erosion of our brand and limit our ability to control marketing of our networks, which could have a materially adverse effect on our business, financial condition and results of operations.
Our failure to protect our intellectual property rights, particularly our brand, in a meaningful manner or challenges to related contractual rights could result in erosion of our brand and limit our ability to control marketing of our networks, which could have a materially adverse effect on our business, financial condition and results of operations.
Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
Any increase 29 (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies.
While we permit multiple users within the same household to share a single account for noncommercial purposes, if account sharing is abused, our ability to add new 20 subscribers may be hindered and our results of operations may be adversely impacted.
While we permit multiple users within the same household to share a single account for noncommercial purposes, if account sharing is abused, our ability to add new subscribers may be hindered and our results of operations may be adversely impacted.
We currently have agreements in place with the major U.S. cable and satellite operators and telecommunications service providers and this consolidation has affected, and could continue to affect, our ability to maximize the value of our content through those distributors.
We currently have agreements in 23 place with the major U.S. cable and satellite operators and telecommunications service providers and this consolidation has affected, and could continue to affect, our ability to maximize the value of our content through those distributors.
The loss of any 26 significant personnel or artistic talent, or our artistic talent losing their audience base, could also have a material adverse effect on our business. Our business is limited by United States regulatory constraints which may adversely impact our operations.
The loss of any significant personnel or artistic talent, or our artistic talent losing their audience base, could also have a material adverse effect on our business. Our business is limited by United States regulatory constraints which may adversely impact our operations.
An interception, misuse or mishandling of personal, confidential or proprietary information being sent to or received from a 25 client, vendor, service provider, counterparty or other third party could result in legal liability, regulatory action and reputational harm.
An interception, misuse or mishandling of personal, confidential or proprietary information being sent to or received from a client, vendor, service provider, counterparty or other third party could result in legal liability, regulatory action and reputational harm.
We may not be able to adapt to new technological developments, including new content distribution platforms and the growing use of AI and to changes in consumer behavior resulting from these new technologies, which may adversely affect our business.
We may not be able to adapt to new technological developments, including new content distribution platforms and the growing use of AI, or to changes in consumer behavior resulting from these new technologies, which may adversely affect our business.
A change in viewer preferences has caused, and could in the future continue to cause, the audience for 18 certain of our programming to decline, which has resulted in, and could in the future continue to result in, a reduction of advertising revenues and jeopardize our bargaining position with distributors.
A change in viewer preferences has caused, and could in the future continue to cause, the audience for certain of our programming to decline, which has resulted in, and could in the future continue to result in, a reduction of advertising revenues and jeopardize our bargaining position with distributors.
We have made, and expect to continue to make, changes to our business strategy to effectively respond to market and consumer changes that are subject to execution risk and there can be no assurance they will produce anticipated benefits.
We have made, and expect to continue to make, changes to our business strategy to effectively respond to market and consumer changes that are subject to execution risk and there can be no assurance they will produce the anticipated benefits.
Moreover, in connection with any future waivers or amendments to our indebtedness that we may obtain, our lenders may modify the terms of our such 32 indebtedness or impose additional operating and financial restrictions on us.
Moreover, in connection with any future waivers or amendments to our indebtedness that we may obtain, our lenders may modify the terms of our such indebtedness or impose additional operating and financial restrictions on us.
Our program services and online properties are subject to a variety of laws and regulations, including those relating to content regulation, user privacy and data protection, consumer protection, intellectual property, content restrictions, child protection and accessibility.
Our program services and online properties are also subject to a variety of laws and regulations, including those relating to content regulation, user privacy and data protection, consumer protection, intellectual property, content restrictions, child protection and accessibility.
Discovery, Inc., and subscription streaming services such as Netflix, Apple TV and Amazon Prime, which has increased and is expected to continue to increase our content costs as creating competing high quality, original content requires significant investment. Additionally, new technological developments, including the development and use of generative artificial intelligence (“AI”) and large language model tools, are rapidly evolving.
Discovery, Inc., and subscription streaming services such as Netflix, Apple TV+ and Prime Video, which has increased and is expected to continue to increase our content costs as creating competing high quality, original content requires significant investment. Additionally, new technological developments, including the development and use of generative artificial intelligence (“AI”) and large language model tools, are rapidly evolving.
Even if the affiliated distributors carry our programming networks, they may place their affiliated programming network on a more desirable tier, thereby giving their affiliated programming network a competitive advantage over our own.
Even if the affiliated distributors carry our programming networks, they may place their 22 affiliated programming network on a more desirable tier, thereby giving their affiliated programming network a competitive advantage over our own.
In addition, new regulations require us to disclose information about material cybersecurity incidents on a timely basis, including those that may not have been resolved or fully investigated at the time of disclosure, or, in some instances, we may have obligations to notify relevant stakeholders of security breaches.
In addition, evolving regulations require us to disclose information about material cybersecurity incidents on a timely basis, including those that may not have been resolved or fully investigated at the time of disclosure, or, in some instances, we may have obligations to notify relevant stakeholders of security breaches.
We compete with other providers of programming networks for the right to be carried by a particular cable or other MVPD system and for the right to be carried by such system on a particular "tier" of service. The increasing offerings by virtual MVPDs through alternative distribution methods creates competition for carriage on those platforms.
We compete with other providers of programming networks for the right to be carried by a particular cable or other MVPD system and for the right to be carried by such system on a particular "tier" of service. The increasing offerings by virtual MVPDs through alternative distribution methods create competition for carriage on those platforms.
We have entered into registration rights agreements with the Dolan family, including the Dolan Siblings, certain Dolan family interests and the Dolan Family Foundation that provide them with "demand" and "piggyback" registration rights with respect to approximately 12.6 million shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock.
We have entered into registration rights agreements with the Dolan family, including the Dolan Siblings, certain Dolan family interests and the Dolan Family Foundation that provide them with "demand" and "piggyback" registration rights with respect to approximately 12.8 million shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock.
These matters could include the amendment of some provisions of our certificate of incorporation and the approval of fundamental corporate transactions.
These matters could 35 include the amendment of some provisions of our certificate of incorporation and the approval of fundamental corporate transactions.
The Company has renounced its rights to certain business opportunities and the Overlap Provisions provide that no director or officer of the Company who is also serving as a director, officer, employee, consultant or agent of an Other Entity or any subsidiary of an Other Entity will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise exist by reason of the fact that such individual directs a corporate opportunity (other than certain limited types of opportunities set forth in our amended and restated certificate of incorporation) to the Other Entity or any of its subsidiaries, or does not refer or communicate information regarding such corporate opportunities to the Company.
The Company has renounced its rights to certain business opportunities and the Overlap Provisions provide that no director or officer of the Company who is also serving as a director, officer, employee, consultant or agent of an Other Entity or any subsidiary of an Other Entity will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise exist by reason of the fact that such individual directs a corporate opportunity (other than certain limited types of opportunities set forth in our articles of incorporation) to the Other Entity or any of its subsidiaries, or does not refer or communicate information regarding such corporate opportunities to the Company.
In the event of a catastrophic failure of the Bethpage facility, the disaster recovery sites can be operational on the satellite within one to two hours. In addition, we rely on third-party satellites in order to transmit our programming signals to our distributors.
In the event of a catastrophic failure of the Bethpage facility, the third-party disaster recovery site can be operational on the satellite within one to two hours. In addition, we rely on third-party satellites in order to transmit our programming signals to our distributors.
We cannot reasonably predict the ultimate impact of any pandemic or public health emergency, including the extent of any adverse impact on our business, results of operations and financial condition, which will depend on, among other things, the duration and spread of the pandemic or public health emergency, the impact of governmental regulations that have been, and may continue to be, imposed in response, the effectiveness of actions taken to contain or mitigate the outbreak, the availability, safety and efficacy of vaccines, including against emerging variants of the infectious disease, and global economic conditions.
We cannot reasonably predict the ultimate impact of any future pandemic or public health emergency, including the extent of any adverse impact on our business, results of operations and financial condition, which will depend on, among other things, the duration and spread of the pandemic or public health emergency, the impact of governmental regulations that may be imposed in response, the effectiveness of actions taken to contain or mitigate the outbreak, the availability, safety and efficacy of vaccines, including against emerging variants of the infectious disease, and global economic conditions.
Six members of our Board of Directors, including our Chairman, are directors of MSGS, three members of our Board of Directors, including our Chairman, are directors of MSGE and five members of our Board of Directors, including our Chairman, are directors of Sphere Entertainment.
Five members of our Board of Directors, including our Chairman, are directors of MSGS, three members of our Board of Directors, including our Chairman, are directors of MSGE and five members of our Board of Directors, including our Chairman, are directors of Sphere Entertainment.
Currently, we run the vast 28 majority of our computing through these third parties' services.
Currently, we run the vast majority of our computing through these third parties' services.
In addition, from time to time we have disputes with writers, 19 producers and other creative talent over the amount of royalty and other payments (see Item 3, "Legal Proceedings" for additional information). We believe that disputes of this type are endemic to our business and similar disputes may arise from time to time in the future.
In addition, from time to time we have disputes with writers, producers and other creative talent over the amount of royalties and other payments (see Item 3, "Legal Proceedings" for additional information). We believe that disputes of this type are endemic to our business and similar disputes may arise from time to time in the future.
If significant portions of our workforce, including key personnel, are unable to work effectively because of illness, government actions or other restrictions in connection with a pandemic or other public health emergency, the impact on our businesses could be exacerbated. In addition, remote work arrangements heighten the operational risks, including cybersecurity risks, to which we are subject.
In the event of a future pandemic or other public health emergency, if significant portions of our workforce, including key personnel, are unable to work effectively because of illness, government actions or other restrictions, the impact on our businesses could be exacerbated. In addition, remote work arrangements heighten the operational risks, including cybersecurity risks, to which we are subject.
These risks include: • laws and policies affecting trade and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws; • changes in local regulatory requirements, including restrictions on content, imposition of local content quotas and restrictions on foreign ownership; • exchange controls, tariffs and other trade barriers; • differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property; • foreign cybersecurity, privacy and data protection laws and regulations, as well as data localization requirements, and changes in these laws and requirements; • the instability of foreign economies and governments; • war and acts of terrorism; and • anti-corruption laws and regulations such as the Foreign Corrupt Practices Act and the U.K.
These risks include: • laws and policies affecting trade and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws; • changes in local regulatory requirements, including restrictions on content, imposition of local content quotas and restrictions on foreign ownership; • exchange controls, tariffs and other trade barriers; • differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property; • foreign cybersecurity, privacy and data protection laws and regulations, as well as data localization requirements, and changes in these laws and requirements; • foreign currency exchange rate fluctuations and restrictions on currency conversion or remittances; • the instability of foreign economies and governments; • war and acts of terrorism; and • anti-corruption laws and regulations such as the Foreign Corrupt Practices Act and the U.K.
Risks Relating to Our Business Our business depends on the appeal of our programming to our U.S. and international viewers and our distributors, which is often unpredictable and volatile. Our business depends upon viewer preferences and audience acceptance of the programming on our networks in the United States and internationally.
Risks Relating to Our Business Our business depends on the appeal of our programming to our U.S. and international viewers and our distributors, which is often unpredictable and volatile. Our business depends upon viewer preferences and audience acceptance of the programming on our networks and across our distribution platforms in the United States and internationally.
In addition, multi-platform campaign verification and viewership on tablets and smartphones, which is growing rapidly, are presently not measured by any one consistently applied method. These variations and changes could have a significant effect on advertising revenues. In addition, in certain geographic regions, our ability to fully capture viewership information may be limited by local laws and regulations.
In addition, multi-platform campaign verification and viewership on tablets and smartphones, which continues to evolve, are presently not measured by any one consistently applied method. These variations and changes could have a significant effect on advertising revenues. In addition, in certain geographic regions, our ability to fully capture viewership information may be limited by local laws and regulations.
The interpretation of copyright, data protection, privacy and other laws as applied to our content, and piracy detection and enforcement efforts, remain in flux. The failure to strengthen, or the weakening of, existing intellectual property laws could make it more difficult for us to adequately protect our intellectual property and negatively affect its value and our results of operations.
The interpretation of copyright, data protection, privacy and other laws as applied to our content, and piracy detection and enforcement efforts, continue to evolve. The failure to strengthen, or the weakening of, existing intellectual property laws could make it more difficult for us to adequately protect our intellectual property and negatively affect its value and our results of operations.
Further, there are a limited number of communications satellites available for the transmission of programming, and, in the event of a disruption, we may not be able to secure an alternate distribution source in a timely manner.
Further, there are a limited number of communications satellites available for the transmission of programming, those satellites may even be more limited in the future, and, in the event of a disruption, we may not be able to secure an alternate distribution source in a timely manner.
In addition, certain of our competitors have more flexible programming arrangements, as well as greater amounts of available content, distribution and capital resources, and may react more quickly than we might to shifts in tastes and interests.
In addition, certain of our competitors have more flexible programming arrangements, as well as greater amounts of available content, distribution and capital resources, and may be able to react more quickly to shifts in tastes and interests than we can.
We will need to refinance our existing indebtedness as it matures, and we do not expect to generate sufficient cash from operations to repay at maturity our outstanding debt obligations. For example, we have $2.0 billion of senior notes due in 2029 that we will need to repay and/or refinance.
We will need to refinance our existing indebtedness as it matures, and we do not expect to generate sufficient cash from operations to repay at maturity our outstanding debt obligations. For example, we have $1.3 billion of notes due in 2029 that we will need to repay and/or refinance.
Shares of Class B Common Stock owned by Excluded Trusts are to be voted on all matters in accordance with the determination of the Excluded Trusts holding a majority of the Class B Common Stock held by all Excluded Trusts, except in the case of a vote on a going-private transaction or a change in control transaction, in which case a vote of trusts holding two-thirds of the Class B Common Stock owned by Excluded Trusts is required.
Shares of Class B Common Stock owned by Excluded Trusts will, on all matters, be voted on in accordance with the determination of the Excluded Trusts holding a majority of our Class B Common Stock, except in the case of a vote on a going-private transaction or a change in control transaction, in which case a vote of trusts holding two-thirds of our Class B Common Stock owned by Excluded Trusts is required.
See "Certain Relationships and Related Party Transactions—Certain Relationships and Potential Conflicts of Interest" in our latest proxy statement filed with the SEC for a description of our related party transaction approval policy that we have adopted to help address such potential conflicts that may arise.
See "Transactions with Related Parties and Related Party Transaction Approval Policy" in 36 our latest proxy statement filed with the SEC for a description of our related party transaction approval policy that we have adopted to help address such potential conflicts that may arise.
We experienced adverse advertising sales impacts and suspended content production as a result of the COVID-19 pandemic, which led to delays in the creation and availability of substantially all of our programming.
During the COVID-19 pandemic, we experienced adverse advertising sales impacts and suspended content production, which led to delays in the creation and availability of substantially all of our programming.
The success of our business depends on original programming, and our ability to accurately predict how audiences will respond to our original programming is particularly important. Because our network branding strategies depend significantly on a relatively small number of original programs, a failure to anticipate viewer preferences for such programs could be especially detrimental to our business.
The success of our business depends on original programming, and our ability to accurately predict audience response to such programming is particularly important. Because our network branding strategies depend significantly on a relatively small number of original programs, a failure to anticipate viewer preferences for such programs could be especially detrimental to our business.
These changes have significantly disrupted the traditional U.S. television industry, including by (i) disrupting the traditional television content distribution model with subscription streaming services and virtual MVPDs, which are increasing in number and some of which have a significant and growing subscriber base, (ii) disrupting the traditional advertising-supported television model as a result of increased video consumption through subscription streaming services and virtual MVPDs with no advertising or less advertising than on television networks and (iii) shifting the time viewing of television programming.
These changes have significantly disrupted the traditional U.S. television industry, including by (i) undermining the traditional television content distribution model with subscription streaming services and virtual MVPDs, which are increasing in number and some of which have a significant and growing subscriber base, (ii) disrupting the traditional advertising-supported television model as a result of increased video consumption through subscription streaming services and virtual MVPDs with no advertising or less advertising than on television networks and (iii) shifting viewing from scheduled linear broadcasts to time-shifted and on-demand consumption.
Our amended and restated certificate of incorporation acknowledges that directors and officers of the Company may also be serving as directors, officers, employees, consultants or agents of MSGS, MSGE, Sphere Entertainment or their respective subsidiaries and that we may engage in material business transactions with such entities (the applicable provisions of the amended and restated certificate of incorporation, the "Overlap Provisions").
Our articles of incorporation acknowledge that directors and officers of the Company may also be serving as directors, officers, employees, consultants or agents of MSGS, MSGE, Sphere Entertainment or their respective subsidiaries and that we may engage in material business transactions with such entities (the applicable provisions of the articles of incorporation, the "Overlap Provisions").
We have incurred write-offs of program rights in the past, including $17.3 million for the year ended December 31, 2023 and $64.9 million for the year ended December 31, 2024, and may incur future program rights write-offs if it is determined that program rights have limited, or no, future usefulness.
We have incurred write-offs of program rights in the past, including $64.9 million for the year ended December 31, 2024 and $7.8 million for the year ended December 31, 2025, and may incur future program rights write-offs if it is determined that program rights have limited, or no, future usefulness.
We have incurred significant costs to implement our strategy and initiatives, and will continue to do so, and if they are not successful, our competitive position, businesses and results of operations could be adversely affected.
We have incurred significant costs to implement our strategy and initiatives, and will continue to do so, and if these efforts are not successful, our competitive position, business and results of operations could be adversely affected.
As a result, we are exposed to exchange rate fluctuations, which have had, and may in the future have, an adverse effect on our results of operations in a given period.
As a result, we are exposed to exchange rate fluctuations, which have had, and may in the future have, an adverse effect on our results of operations in a given period and could adversely affect our cash flows.
The Dolan Family Group is able to prevent a change in control of our Company and no person interested in acquiring us would be able to do so without obtaining the consent of the Dolan Family Group.
The Dolan Family Group, which includes the Excluded Trusts, is able to prevent a change in control of the Company and no person interested in acquiring us would be able to do so without obtaining the consent of the Dolan Family Group.
Certain programming networks and streaming services that are affiliated with programming sources such as movie or television studios or film libraries have a competitive advantage over us. In addition to other cable programming networks, such as Paramount Global and Warner Bros.
Certain programming networks and streaming services that are affiliated with programming sources such as movie or television studios or film libraries have a competitive advantage over us. In addition to other media companies, such as Paramount Skydance Corporation and Warner Bros.
Despite our efforts, the risks of a data breach cannot be entirely eliminated and our third-party vendors' information technology and other systems that maintain and transmit consumer, distributor, advertiser, company, employee and other confidential information may be compromised by a malicious penetration of our network security, or that of a third party provider due to employee error, computer malware or ransomware, viruses, hacking and phishing attacks, or otherwise.
Despite our efforts, the risks of a data breach cannot be entirely eliminated and our third-party vendors' information technology and 25 other systems that maintain and transmit consumer, distributor, advertiser, company, employee and other confidential information may be compromised by a malicious penetration of our network security, or that of a third party provider, including as a result of employee error, social engineering, malware (including ransomware), viruses, hacking and phishing attacks, or otherwise.
In addition, certain companies such as Netflix, Disney+ and Amazon Prime have launched ad-supported tiers in their streaming services, which has further increased competition for streaming subscribers and advertising revenue. If we are unable to successfully compete with current and new competitors in both retaining our existing subscriptions and attracting new subscriptions, our streaming services will be adversely affected.
In addition, certain streaming services such as Netflix, Disney+, Paramount+ and Prime Video offer or have expanded ad-supported tiers, which has further increased competition for streaming subscribers and advertising revenue. If we are unable to successfully compete with current and new competitors in both retaining our existing subscriptions and attracting new subscriptions, our streaming services will be adversely affected.
Our business is affected by prevailing economic and financial conditions in the United States and other countries where our networks are distributed, including financial instability, a general decline in economic conditions (including as a result of a pandemic or other health emergency), disruptions to financial markets, inflation, recession, high unemployment or geopolitical events (including the war between Russia and Ukraine as well as the Israel-Hamas conflict), political uncertainty, or fears about such events occurring.
Our business is affected by prevailing economic and financial conditions in the United States and other countries where our networks are distributed, including financial instability, a general decline in economic conditions (including as a result of a pandemic or other health emergency), disruptions to financial markets, inflation, recession, high unemployment or geopolitical events (including the war between Russia and Ukraine as well as the Israel-Hamas conflict), potential disruptions arising from a 28 U.S. federal government shutdown or related fiscal uncertainty, political uncertainty, or fears about such events occurring.
We have discussed and worked with customers, partners, employees, directors, independent contractors and vendors to secure transmission capabilities and protect against cyber incidents, but we do not have, and may be unable to put in place, secure capabilities with all of our customers, partners, employees, directors, independent contractors and vendors and we may not be able to ensure that these third parties have appropriate controls in place to protect the confidentiality of the information.
We have discussed and worked with customers, partners, employees, directors, independent contractors and vendors to secure transmission capabilities, use approved information technology systems, and protect against cyber incidents, but we do not have, and may be unable to put in place, secure capabilities with all of our customers, partners, employees, directors, independent contractors and vendors and we may not be able to ensure that these parties have appropriate controls in place to protect the confidentiality of the information or refrain from using unapproved systems.
In addition, as a result of their control, the Dolan family has the ability to prevent or cause a change in control or approve, prevent or influence certain actions by the Company.
In addition, as a result of their control, the Dolan family and trusts for their benefit have the ability to prevent or cause a change in control or approve, prevent or influence certain actions by the Company.
Equipment failure, employee misconduct or outside interference could also disrupt the facilities' services. We maintain full time disaster recovery sites, which are capable of providing simultaneous playout of AMC, BBCA, SundanceTV, IFC and We TV in the event of a disruption of operations at our main facility in Bethpage, NY.
Equipment failure, employee misconduct or outside interference could also disrupt the facilities' services. We maintain a full-time disaster recovery site through a third-party service provider that is capable of providing simultaneous playout of AMC, BBCA, SundanceTV, IFC and We TV in the event of a disruption of operations at our main facility in Bethpage, NY.
The terms of any future indebtedness we may incur could include more restrictive covenants. Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain these financial ratios, and we cannot assure you that we will be able to maintain compliance with these covenants and financial ratios in the future.
Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain these financial ratios, and we cannot assure you that we will be able to maintain compliance with these covenants and financial ratios in the future.
We cannot assure you that we will ultimately be successful in producing or obtaining the quality programming our networks and streaming services need to be successful. Increased programming costs have adversely affected and may continue to adversely affect our profits.
We cannot assure you that we will ultimately be successful in producing or obtaining the quality programming our networks and streaming services need to be successful. Increased programming costs have adversely affected and may continue to adversely affect our profits. We produce original programming and other content and may continue to invest in this area, which involves significant costs.
In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. 33 The fundamental change repurchase feature of the Convertible Notes may delay or prevent an otherwise beneficial attempt to effect a change of control of the Company.
In addition, even if holders do not elect to convert their Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
We face significant competition for the development and production of original programming, including from, among others, cable programming networks such as Paramount Global and Warner Bros.
We face significant competition for the development and production of original programming, including from, among others, media companies such as Paramount Skydance Corporation and Warner Bros.
Ratings have declined in recent years, which has had a negative effect on our advertising revenues and our financial results. We cannot assure you that we will be able to maintain the success of any of our current programming or generate sufficient demand and market acceptance for our new programming.
Linear television ratings have declined in recent years, which has adversely affected our advertising revenues and has contributed to adverse impacts on our results of operations. We cannot assure you that we will be able to maintain the success of any of our current programming or generate sufficient demand and market acceptance for our new programming.
The agreements governing the Credit Facility and the indentures governing our notes contain covenants that, among other things, limit our ability to: • borrow money or guarantee debt; • create liens; • pay dividends on or redeem or repurchase stock; • make investments; • enter into transactions with affiliates; • enter into strategic transactions; and • sell assets or merge with other companies.
The agreements governing the Credit Facility and the indentures governing our notes contain covenants that, among other things, limit our ability to: • borrow money or guarantee debt; • create liens; • pay dividends on or redeem or repurchase stock; • make investments; • enter into transactions with affiliates; • enter into strategic transactions; and • sell assets or merge with other companies. 33 The Credit Facility requires us to comply with a Cash Flow Ratio and an Interest Coverage Ratio, each as defined in the Credit Facility.
Our advertising revenues were $677 million for the year ended December 31, 2024 compared to $716 million for the year ended December 31, 2023, a 5% decline.
Our advertising revenues were $581 million for the year ended December 31, 2025 compared to $677 million for the year ended December 31, 2024, a 14% decline.
The Dolan Family Committee generally acts by vote of a majority of the Dolan Siblings, except that a vote on a going-private transaction must be approved by a two-thirds vote of the Dolan Siblings and a vote on a change-in-control transaction must be approved by not less than all but one of the Dolan Siblings.
Dolan, Marianne E. Dolan Weber and Deborah A. Dolan-Sweeney. The Dolan Family Committee generally acts by majority vote, except that approval of a going-private transaction must be approved by a two-thirds vote and approval of a change-in-control transaction must be approved by not less than all but one vote. Each member of the Dolan Family Committee has one vote.
If our competitors gain an advantage by using such technologies, our ability to compete effectively and our results of operations could be adversely impacted.
If our competitors gain an advantage by using such technologies to create, market, target or distribute content more efficiently or effectively, our ability to compete effectively and our results of operations could be adversely impacted.
As a result, the Dolan Family Group and Excluded Trusts have the power to prevent such issuance or amendment.
As a result, the Dolan Family Group, which includes the Excluded Trusts, also has the power to prevent such issuance or amendment.
The members of the Dolan Family Group are parties to a stockholders agreement (the "Stockholders Agreement") that has the effect of causing the voting power of certain holders of our Class B Common Stock to be cast as a block on all matters to be voted on by holders of Class B Common Stock.
The members of the Dolan Family Group holding Class B Common Stock have executed a stockholders agreement (the "Stockholders Agreement") that has the effect of causing the voting power of holders of our Class B Common Stock (other than the Excluded Trusts) to be cast as a block with respect to all matters to be voted on by holders of Class B Common Stock.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee of our Board of Directors and our management are actively involved in the oversight of our risk management program, of which cybersecurity represents an important component. We have established policies, standards, processes and practices for assessing, identifying and managing material risks from cybersecurity threats and incidents.
Biggest changeWe have established policies, standards, processes and practices for assessing, identifying and managing material risks from cybersecurity threats and incidents.
Our Audit Committee takes the lead on behalf of our Board of Directors in monitoring risk management, which includes overseeing the Company’s management of its cybersecurity and data privacy. The Audit Committee meets on a quarterly basis with our General Counsel and Chief Financial Officer, who provide quarterly reports concerning the Company’s information security and cybersecurity risks.
Our Audit Committee takes the lead on behalf of our Board of Directors in monitoring risk management, which includes overseeing the Company’s management of its cybersecurity and data privacy. The Audit Committee meets on a quarterly basis with our General Counsel, Chief Technology Officer and Chief Financial Officer, who provide quarterly reports concerning the Company’s information security and cybersecurity risks.
In addition, the cybersecurity committee has established regional triage teams that are responsible for responding to any cybersecurity incident and deciding if other members of the cybersecurity committee, Company employees or Company vendors should be involved in the Company’s response.
In addition, the cybersecurity committee has established regional triage teams that are 37 responsible for responding to any cybersecurity incident and deciding if other members of the cybersecurity committee, Company employees or Company vendors should be involved in the Company’s response.
Added
Cybersecurity threats continue to evolve, including through the increasing use of artificial intelligence and machine learning techniques to automate or enhance phishing, social engineering, and other malicious activity. The Audit Committee of our Board of Directors and our management are actively involved in the oversight of our risk management program, of which cybersecurity represents an important component.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur lease arrangements include approximately 326,000 square feet of office space at 11 Penn Plaza, New York, NY 10001 with a term through 2027, which we use as our corporate headquarters and as the principal business location of our 36 Company.
Biggest changePursuant to a recent lease agreement, this space will be reduced to 178,000 square feet effective May 1, 2026, and the lease term will be extended through September 2032. This office space serves as our corporate headquarters and principal business location of our Company.
We lease approximately 165,000 square feet of space outside of the U.S., including in Spain, Hungary and the U.K. that support our international operations. We believe our properties are adequate for our use.
We lease approximately 157,000 square feet of space outside of the U.S., including in Spain, Hungary and the U.K. that support our international operations. We believe our properties are adequate for our use.
Item 2. Properties. We lease approximately 676,000 square feet of space in the United States under lease arrangements with remaining terms through 2033 .
Item 2. Properties. As of December 31, 2025, we leased approximately 713,000 square feet of space in the United States under lease arrangements with remaining terms through 2033 . Our lease arrangements currently include approximately 326,000 square feet of office space at 11 Penn Plaza, New York, NY 10001.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

6 edited+3 added−7 removed14 unchanged
Biggest changeOn December 15, 2022, the Company removed the MFN Litigation to the United States District Court for the Central District of California. On January 13, 2023, the Company filed a motion to dismiss the MFN Litigation and informed the court that the Company had withdrawn the arbitration Plaintiffs sought to enjoin.
Biggest changeOn December 15, 2022, the Company removed the MFN Litigation to the United States District Court for the Central District of California.
On November 14, 2022, the Plaintiffs filed a separate complaint in California Superior Court (the “MFN Litigation”) in connection with the Company’s July 16, 2021 settlement agreement with Frank Darabont (“Darabont”), Ferenc, Inc., Darkwoods Productions, Inc., and Creative Artists Agency, LLC (the “Darabont Parties”), which resolved litigations the Darabont Parties had brought in connection with Darabont's rendering services as a writer, director and producer of the television series entitled The Walking Dead and the agreement between the parties related thereto (the “Darabont Settlement”).
On November 14, 2022, the Plaintiffs filed a separate complaint in California Superior Court (the “MFN Litigation”) in connection with the Company’s July 2021 settlement agreement with Frank Darabont (“Darabont”), Ferenc, Inc., Darkwoods Productions, Inc., and Creative Artists Agency, LLC (the “Darabont Parties”), which resolved litigations the Darabont Parties had brought in connection with Darabont's rendering services as a writer, director and producer of the television series entitled The Walking Dead and the agreement between the parties related thereto (the “Darabont Settlement”).
On March 12, 2024, the arbitral panel issued a decision awarding the Plaintiffs a sum of approximately $7.8 million. The arbitral panel's decision did not have a material impact on the Company's financial condition or results of operations.
On March 12, 2024, the arbitral panel issued a decision awarding the Plaintiffs a sum of approximately $7.8 38 million. The arbitral panel's decision did not have a material impact on the Company's financial condition or results of operations.
Item 4. Mine Safety Disclosures. Not applicable. 38 Part II
Item 4. Mine Safety Disclosures. Not applicable. 39 Part II
Plaintiffs assert claims for breach of contract, alleging that the Company breached the most favored nations (“MFN”) provisions of Plaintiffs’ contracts with the Company by failing to pay them additional contingent compensation as a result of the Darabont Settlement (the “MFN Litigation”).
Plaintiffs assert claims for breach of contract, alleging that the Company breached the most favored nations (“MFN”) provisions of Plaintiffs’ contracts with the Company by failing to pay them additional contingent compensation as a result of the Darabont Settlement. Plaintiffs claim in the MFN Litigation that they are entitled to actual and compensatory damages in excess of $200 million.
The Company believes that the asserted claims are without merit and will vigorously defend against them if they are not dismissed.
The Company believes that the asserted claims are without merit and will vigorously defend against them if they are not dismissed. At this time, no determination can be made as to the ultimate outcome of this litigation or the potential liability, if any, on the part of the Company.
Removed
Plaintiffs claim in the MFN Litigation that they are entitled to actual and compensatory damages in excess of $200 million. The Plaintiffs also brought a cause of action to enjoin an arbitration the Company commenced in May 2022 concerning the same dispute.
Added
On February 25, 2025, the Plaintiffs filed an amended complaint adding two claims for the alleged breach of the MFN provisions of their contracts based on certain agreements the Company entered into with another profit participant and a claim for breach of the implied covenant of good faith and fair dealing.
Removed
On March 25, 2024, the Court issued a ruling denying the Company’s motion to dismiss and the parties are currently conducting discovery. The trial for this matter, initially scheduled for September 17, 2024, has been rescheduled to October 27, 2025 .
Added
On March 14, 2025, the Company filed its answer to the amended complaint. On November 5, 2025, the Company filed a motion for summary judgment seeking dismissal of all the claims in the MFN Litigation. The Plaintiffs’ opposition to the Company’s motion was filed on December 4, 2025 and the Company’s reply was filed on December 22, 2025.
Removed
At this time, no determination can be made as to the ultimate outcome of this litigation or the potential liability, if any, on the part of the Company. 37 The Company has been a party to actions and claims arising from alleged violations of the VPPA and analogous state laws.
Added
The parties are also completing limited remaining expert and fact discovery. As a result of a Court order extending the case deadlines, the trial for this matter, previously scheduled for March 26, 2026, has been rescheduled to April 21, 2026.
Removed
In addition to putative class actions, the Company faced a series of arbitration claims managed by multiple plaintiffs’ law firms.
Removed
The class action complaints and the arbitration claims all alleged that the Company’s use of a Meta Platforms, Inc. pixel on the websites for certain of its subscription video services and channels violated the privacy protection provisions of the VPPA and its state law analogues.
Removed
On October 27, 2023, the Company reached a settlement with multiple plaintiffs relating to their pending class actions alleging violations of the VPPA and analogous state laws with respect to the Company's subscription video services. On May 16, 2024, the class action settlement was approved by the United States District Court for the Southern District of New York.
Removed
The Company has also reached settlements to resolve the arbitration claims. All of the settlements reached by the Company in connection with these matters were reimbursed by the Company’s insurance carriers.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor the current year only, comparisons of the Company’s returns to both the S&P 400 and the Russell 2000 are included in the graph. 39 INDEXED RETURNS Period Ended Company Name / Index Base Period 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 AMC Networks Inc. 100 90.56 87.19 39.67 47.57 25.06 S&P MidCap 400 Index 100 113.66 141.80 123.28 143.54 163.54 Russell 2000 Index 100 119.96 137.74 109.59 128.14 142.93 Peer Group 100 122.78 105.65 57.83 62.47 73.55 This performance graph shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Biggest changeThe chart assumes $100 was invested on December 31, 2020 in each of: i) Company's Class A Common Stock, ii) the Russell 2000 and iii) in this Peer Group weighted by market capitalization. 40 INDEXED RETURNS Period Ended Company Name / Index Base Period 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 AMC Networks Inc. 100 96.28 43.81 52.53 27.68 26.61 Russell 2000 Index 100 114.82 91.35 106.82 119.14 134.40 Peer Group 100 86.09 47.10 50.91 59.91 75.65 This performance graph shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The authorization of up to $500 million was announced on March 7, 2016, an additional authorization of $500 million was announced on June 7, 2017, and an additional authorization of $500 million was announced on June 13, 2018. The Stock Repurchase Program has no pre-established closing date and may be suspended or discontinued at any time.
The authorization of up to $500 million was announced on March 7, 2016, an additional authorization of $500 million was announced on June 7, 2017, and an additional authorization of $500 million was announced on June 13, 2018. The Stock Repurchase Program has no pre-established termination date and may be suspended or discontinued at any time.
Performance Graph The following graph compares the performance of the Company's Class A Common Stock with the performance of the S&P Mid-Cap 400 Index (the "S&P 400"), the Russell 2000 Index (the "Russell 2000") and a peer group (the "Peer Group Index") by measuring the changes in our Class A Common Stock prices from December 31, 2019 through December 31, 2024.
Performance Graph The following graph compares the performance of the Company's Class A Common Stock with the performance of the Russell 2000 Index (the "Russell 2000") and a peer group (the "Peer Group Index") by measuring the changes in our Class A Common Stock prices from December 31, 2020 through December 31, 2025.
Additionally, the market capitalizations of many of the companies included in the Peer Group are quite different from that of the Company. The common stocks of the following companies have been included in the Peer Group Index: Warner Bros. Discovery, Inc., the Walt Disney Company, Fox Corporation, Lions Gate Entertainment Corporation, Nexstar Media Group, Inc., Roku, Inc., and Paramount Global.
Additionally, the market capitalizations of many of the companies included in the Peer Group are quite different from that of the Company. The common stocks of the following companies have been included in the Peer Group Index: Warner Bros.
As of February 7, 2025, there were 496 holders of record of our Class A Common Stock and 32 holders of record of our Class B Common Stock. Stock Repurchase Program The Company's Board of Directors has authorized a program to repurchase up to $1.5 billion of the Company's outstanding shares of common stock (the "Stock Repurchase Program").
As of February 4, 2026, there were 465 holders of record of our Class A Common Stock and 31 holders of record of our Class B Common Stock.
The Company did not repurchase any shares of its Class A Common Stock during the year ended December 31, 2024. As of December 31, 2024, the Company had $135.3 million available for repurchase under the Stock Repurchase Program. Item 6. [Reserved] 40
For the year ended December 31, 2025, the Company repurchased 2.4 million shares of its Class A Common Stock at an average purchase price of $7.29 for aggregate consideration of $18.0 million. 41 Item 6. [Reserved] 42
Removed
The chart assumes $100 was invested on December 31, 2019 in each of: i) Company's Class A Common Stock, ii) the S&P 400, iii) the Russell 2000 and iv) in this Peer Group weighted by market capitalization.
Added
Discovery, Inc., the Walt Disney Company, Fox Corporation, Lions Gate Entertainment Corporation, Nexstar Media Group, Inc., Roku, Inc., Paramount Skydance Corporation and Starz Entertainment Corp. (included from May 7, 2025, when trading began).
Removed
Due to the Company being moved out of the S&P 400 during 2024, we have reevaluated the equity market index we use as our benchmark index and determined that the Russell 2000 provides for a better comparison of returns with entities of similar size and market capitalization.
Added
The following table provides information with respect to shares of common stock that we repurchased during the fourth quarter of 2025: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Program (1) October 1, 2025 to October 31, 2025 — $ — — $ 124,925,858 November 1, 2025 to November 30, 2025 408,568 $ 8.11 408,568 $ 121,610,489 December 1, 2025 to December 31, 2025 446,124 $ 9.46 446,124 $ 117,390,414 Total 854,692 854,692 _____________ (1) The Company's Board of Directors has authorized a program to repurchase up to $1.5 billion of its outstanding shares of common stock (the "Stock Repurchase Program").
Removed
Accordingly, we will be using the Russell 2000 as our benchmark index moving forward. The Russell 2000 includes 2,000 companies across a variety of industries with a median market capitalization of approximately $1 billion as of January 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following is a reconciliation of operating income (loss) to AOI for the periods indicated: Year Ended December 31, 2024 (In thousands) Domestic Operations International Corporate / Inter-segment Eliminations Consolidated Operating income (loss) $ 194,295 $ (56,604) $ (177,291) $ (39,600) Share-based compensation expenses 11,099 3,250 11,702 26,051 Depreciation and amortization 38,124 16,255 43,636 98,015 Impairment and other charges 297,509 102,004 — 399,513 Restructuring and other related charges 49,422 — 42 49,464 Cloud computing amortization 13,452 — — 13,452 Majority owned equity investees AOI 15,678 — — 15,678 Adjusted operating income (loss) $ 619,579 $ 64,905 $ (121,911) $ 562,573 Year Ended December 31, 2023 (In thousands) Domestic Operations International Corporate / Inter-segment Eliminations Consolidated Operating income (loss) $ 583,542 $ (9,624) $ (185,506) $ 388,412 Share-based compensation expenses 13,765 3,388 8,512 25,665 Depreciation and amortization 46,494 18,127 42,781 107,402 Impairment and other charges 51,966 44,723 — 96,689 Restructuring and other related charges 3,350 3,934 20,503 27,787 Cloud computing amortization 21 — 10,522 10,543 Majority owned equity investees AOI 13,606 — — 13,606 Adjusted operating income (loss) $ 712,744 $ 60,548 $ (103,188) $ 670,104 58 We define Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by operating activities less capital expenditures, all of which are reported in our Consolidated Statement of Cash Flows.
Biggest changeThe following is a reconciliation of operating income to AOI for the periods indicated: Years Ended December 31, (In thousands) 2025 2024 Operating income (loss) $ 133,322 $ (39,600) Share-based compensation expenses 25,330 26,051 Depreciation and amortization 94,425 98,015 Impairment and other charges 97,784 399,513 Restructuring and other related charges 26,536 49,464 Cloud computing amortization 10,733 13,452 Majority owned equity investees AOI 23,744 15,678 Adjusted operating income $ 411,874 $ 562,573 We define Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by operating activities less capital expenditures, all of which are reported in our Consolidated Statement of Cash Flows.
Business Overview Financial Highlights The tables presented below set forth our consolidated revenues, net, operating income (loss) and adjusted operating income (loss) ("AOI") (1) , for the periods indicated.
Business Overview Financial Highlights The tables presented below set forth our consolidated revenues, net, operating income (loss) and adjusted operating income ("AOI") (1) , for the periods indicated.
Content licensing revenue is earned from the licensing of original programming for digital, foreign and home video distribution and is recognized upon availability or distribution by the licensee, and, to a lesser extent, is earned through the distribution of AMC Studios produced series to third parties. Content licensing revenues vary based on the timing of availability of programming to distributors.
Content licensing revenue is earned from the licensing of original programming for digital, foreign and home video distribution and is recognized upon availability or distribution by the licensee, and, to a lesser extent, is earned through the distribution of AMC Studios produced series to third parties. Content licensing revenues vary based on the timing and availability of programming to distributors.
We use segment adjusted operating income as the measure of profit or loss for our operating segments. See the "Non-GAAP Financial Measures" section below for our definition of Adjusted Operating Income and a reconciliation from Operating Income to Adjusted Operating Income on a segment and consolidated basis.
We use segment adjusted operating income as the measure of profit or loss for our operating segments. See the "Non-GAAP Financial Measures" section below for our definition of Adjusted Operating Income and a reconciliation from Operating Income to Adjusted Operating Income on a consolidated basis.
In negotiating for additional subscribers or extended carriage, we have agreed, 42 in some instances, to make upfront payments to a distributor which we record as deferred carriage fees and are amortized as a reduction to revenue over the period of the related affiliation agreement. We also may support the distributors' efforts to market our networks.
In negotiating for additional subscribers or extended carriage, we have agreed, in some instances, to make upfront payments to a distributor which we record as deferred carriage fees and which are amortized as a reduction of revenue over the period of the related affiliation agreement. We also may support the distributors' efforts to market our networks.
Any adjustments are applied prospectively as of the beginning of the fiscal year of the change. 56 For content that is predominantly monetized on an individual basis, a television program or feature film is tested for impairment when events or circumstances indicate that its fair value may be less than its unamortized cost.
Any adjustments are applied prospectively as of the beginning of the fiscal year of the change. For content that is predominantly monetized on an individual basis, a television program or feature film is tested for impairment when events or circumstances indicate that its fair value may be less than its unamortized cost.
See "Critical Accounting Policies and Estimates" for a discussion of the amortization and write-off of program rights. 43 International In our International segment, we earn revenue principally from subscription revenue in connection with the international distribution of programming and, to a lesser extent, the sale of advertising from our AMCNI programming networks.
See "Critical Accounting Policies and Estimates" for a discussion of the amortization and write-off of program rights. International In our International segment, we earn revenue principally from subscription revenue in connection with the international distribution of programming and, to a lesser extent, the sale of advertising from our AMCNI programming networks.
Impairment and other charges Impairment and other charges of $399.5 million for the year ended December 31, 2024 primarily consisted of a $268.7 million goodwill impairment charge in the Domestic Operations reporting unit, $102.0 million of goodwill impairment charges at AMCNI, and $29.2 million of long-lived asset impairment charges at BBCA.
Year ended December 31, 2024 Impairment and other charges of $399.5 million for the year ended December 31, 2024 primarily consisted of a $268.7 million goodwill impairment charge for the Domestic Operations reporting unit, $102.0 million of goodwill impairment charges for the AMCNI reporting unit, and $29.2 million of long-lived asset impairment charges at BBCA.
In 2024, net cash provided by operating activities primarily resulted from $1,211.2 million of net income before amortization of program rights, impairment charges, depreciation and amortization, and other non-cash items, partially offset by payments for program rights of $932.3 million. Changes in all other assets and liabilities during the year resulted in a net cash inflow of $96.7 million.
Changes in all other assets and liabilities during the year resulted in a net cash inflow of $90.7 million . In 2024, net cash provided by operating activities primarily resulted from $1,211.2 million of net income before amortization of program rights, impairment charges, depreciation and amortization, and other non-cash items, partially offset by payments for program rights of $932.3 million.
In such a circumstance, we would need to take other actions including selling assets, seeking strategic investments from third parties or reducing other discretionary uses of cash. See Item 1A, "Risk Factors – Risks Related to Our Debt" in this Annual Report.
In such a circumstance, we would need to take other actions including selling assets, seeking strategic investments from third parties or reducing other discretionary uses of cash. See Item 1A, "Risk Factors – Risks Relating to Our Debt" in this Annual Report.
Events such as these have in the past adversely impacted, and may in the future adversely impact, our results of operations, cash flows and financial position. 44 Consolidated Results of Operations The amounts presented and discussed below represent 100% of each operating segment's revenues, net and expenses.
Events such as these have in the past adversely impacted, and may in the future adversely impact, our results of operations, cash flows and financial position. 46 Consolidated Results of Operations The amounts presented and discussed below represent 100% of each operating segment's revenues, net and expenses.
Program rights with no future programming usefulness are substantively abandoned, resulting in the write-off of remaining unamortized cost. There were no material programming write-offs included in technical and operating expense for the years ended December 31, 2024 and 2023.
Program rights with no future programming usefulness are substantively abandoned, resulting in the write-off of remaining unamortized cost. There were no material programming write-offs included in technical and operating expense for the years ended December 31, 2025 and 2024.
This section provides an analysis of our results of operations for the years ended December 31, 2024 and 2023. Our discussion is presented on both a consolidated and segment basis. Our two segments are: (i) Domestic Operations and (ii) International.
This section provides an analysis of our results of operations for the years ended December 31, 2025 and 2024. Our discussion is presented on both a consolidated and segment basis. Our two segments are: (i) Domestic Operations and (ii) International.
Analysis of our results of operations, on both a consolidated and segment basis, for the year ended December 31, 2022, including a comparison of 2023 to 2022, is included in our Annual Report on Form 10-K for the year ended December 31, 2023. Liquidity and Capital Resources .
Analysis of our results of operations, on both a consolidated and segment basis, for the year ended December 31, 2023, including a comparison of 2024 to 2023, is included in our Annual Report on Form 10-K for the year ended December 31, 2024. Liquidity and Capital Resources .
The Secured Notes are guaranteed by AMC Network Entertainment and AMC Networks' subsidiaries that guarantee the Credit Agreement.
The 2032 Secured Notes are guaranteed by AMC Network Entertainment and AMC Networks' subsidiaries that guarantee the Credit Agreement.
This section provides a discussion of our financial condition as of December 31, 2024 as well as an analysis of our cash flows for the years ended December 31, 2024 and 2023. The discussion of our financial condition and liquidity also includes a summary of our primary sources of liquidity.
This section provides a discussion of our financial condition as of December 31, 2025 as well as an analysis of our cash flows for the years ended December 31, 2025 and 2024. The discussion of our financial condition and liquidity also includes a summary of our primary sources of liquidity.
We believe the following critical accounting policies comprise the more significant judgments and estimates used in the preparation of our consolidated financial statements: Program Rights We amortize and test for impairment of capitalized film and television costs based on whether the content is predominantly monetized individually or as a group.
We believe the following critical accounting policies comprise the more significant judgments and estimates used in the preparation of our consolidated financial statements: Program Rights We amortize capitalized film and television costs based on whether the content is predominantly monetized individually or as a group.
Licensed and owned original programming, including feature films and television series are amortized on a straight-line or accelerated basis based on viewership patterns on our streaming services and the projected program usage of the rights on our networks, over a period not to exceed the respective license periods.
Licensed and owned original programming, including feature films and television series are amortized to technical and operating expense on a straight-line or accelerated basis based on viewership patterns on our streaming services and the projected program usage of the rights on our networks, over a period not to exceed the respective license periods.
Analysis of our cash flows for the year ended December 31, 2022 is included in our Annual Report on Form 10-K for the year ended December 31, 2023. Critical Accounting Policies and Estimates .
Analysis of our cash flows for the year ended December 31, 2023 is included in our Annual Report on Form 10-K for the year ended December 31, 2024. Critical Accounting Policies and Estimates .
If events or changes in circumstances indicate that the fair value of program rights predominantly monetized individually or a group is less than its unamortized cost, the Company will write off the excess to technical and operating expenses in the consolidated statements of income (loss).
If events or changes in 45 circumstances indicate that the fair value of program rights predominantly monetized individually or a group is less than its unamortized cost, we will write off the excess to technical and operating expenses in the consolidated statements of income (loss).
Most of our advertising revenues vary based on the timing of our original programming series and the popularity of our programming as measured by Nielsen. Our national programming networks have advertisers representing companies in a broad range of sectors, including the automotive, restaurants/food, health, technology and telecommunications industries.
Most of our advertising revenues vary based on the timing of our original programming series and the popularity of our programming as measured by Nielsen. Our domestic programming networks have advertisers representing companies in a broad range of sectors, including the automotive, restaurants/food, health, technology and telecommunications 44 industries.
As a public company, we may have access to capital and credit markets, although adverse conditions in the financial markets have in the past impacted, and are expected in the future to impact, access to those markets. See the "Debt Financing Agreements" section below for details of our debt transactions in 2023 and 2024.
As a public company, we may have access to capital and credit markets, although adverse conditions in the financial markets have in the past impacted, and are expected in the future to impact, access to those markets. See the "Debt Financing Agreements" section below for details of our debt transactions in 2025.
In connection with Amendment No. 3, AMC Networks made a $165.6 million partial prepayment of the Term Loan A Facility, bringing the total principal amount outstanding under the Term Loan A Facility to $425 million, and reduced the Revolving Credit Facility to $175 million.
In connection with Amendment No. 3, we made a $165.6 million partial prepayment of the Term Loan A Facility, bringing the total principal amount outstanding under the Term Loan A Facility to $425 million, and reduced the Revolving Credit Facility to $175 million.
If events or changes in circumstances indicate that the fair value of program rights predominantly monetized individually or a group is less than its unamortized cost, the Company will write off the excess to technical and operating expenses in the consolidated statements of income (loss).
If events or changes in circumstances indicate that the fair value of program rights predominantly monetized individually or as a group is less than their unamortized cost, we will write off the excess to technical and operating expenses in the consolidated statements of income (loss).
Capital and credit market disruptions, as well as other events such as pandemics or other health emergencies, inflation, international conflict and recession, have in the past caused and could in the future cause economic downturns, which have led and may lead to lower demand for our products, such as lower demand for television advertising and a decrease in the number of subscribers receiving our programming services.
Capital and credit market disruptions, as well as other events such as pandemics or other health emergencies, inflation, tariffs and changes to the U.S. and other countries' trade policies, international conflict and recession, have in the past caused and could in the future cause market volatility and economic downturns, which have led and may lead to lower demand for our products, such as lower demand for television advertising and a decrease in the number of subscribers receiving our programming services.
The effective tax rate differs from the federal statutory rate of 21% due primarily to tax expense of $33.7 million related to a write-down of a state investment tax credit receivable, tax expense related to foreign operations of $18.9 million and tax expense of $16.0 million resulting from nondeductible goodwill impairment charges.
The effective tax rate differs from the federal statutory rate of 21% due primarily to (i) tax expense of $33.7 million related to a write-down of a state investment tax credit receivable, (ii) tax expense related to foreign operations of $18.9 million and (iii) tax expense of $16.0 million resulting from non-deductible goodwill impairment charges.
However, we do not expect to generate sufficient cash from operations to repay the entirety of the outstanding balances of our debt at the applicable maturity dates.
However, we do not expect to generate sufficient cash from operations to, combined with cash-on-hand, repay the entirety of the outstanding balances of our debt at the applicable maturity dates.
We believe that a combination of cash-on-hand, cash generated from operating activities, availability under our Revolving Credit Facility and our accounts receivable monetization program, borrowings under additional financing facilities and, when we have access to capital and credit markets, proceeds from the issuance of new debt, will provide sufficient liquidity to service the principal and interest payments on our indebtedness, along with our other funding and investment requirements over the next twelve months and over the longer term.
We believe that a combination of cash-on-hand, cash generated from operating activities, availability under our Revolving Credit Facility and our accounts receivable monetization program, and proceeds from the issuance of new debt will provide sufficient liquidity to service the principal and interest payments on our indebtedness, along with our other funding and investment requirements over the next twelve months and over the longer term.
Program rights that are expected to be predominantly monetized on our networks and streaming services with other programming are considered monetized as a group.
Substantially all of our program rights are expected to be predominantly monetized on our networks and streaming services with other programming and are therefore considered monetized as a group.
However, each of our programming businesses has substantial programming acquisition and production expenditure requirements. Our primary source of cash typically includes cash flow from operations. Sources of cash also include amounts available under our Revolving Credit Facility and, subject to market conditions, access to capital and credit markets.
However, each of our programming businesses has substantial programming acquisition and production expenditure requirements. Our primary source of cash typically includes cash flow from operations. Sources of cash also include amounts available under our Revolving Credit Facility and, subject to market conditions, access to capital and credit markets. The Revolving Credit Facility was not drawn upon at December 31, 2025.
In connection with the Offer and redemption, we recorded a charge of $3.1 million to write off the remaining unamortized discount and deferred financing costs associated with the 4.75% Senior Notes due 2025.
In connection with the Offer and redemption, we recorded a charge of $3.1 million to write off the remaining unamortized discount and deferred financing costs associated with the 4.75% Senior Notes due 2025. In April 2024, we entered into Amendment No. 3 to the Credit Agreement.
Program rights that are expected to be predominantly monetized through licensing agreements are considered to be monetized individually and are amortized to technical and operating expense over their estimated useful lives, commencing upon the first usage, based on attributable revenue for airings to date as a percentage of total projected attributable revenue ("ultimate revenue") under the individual-film-forecast-computation method.
To a lesser extent, certain program rights are expected to be predominantly monetized individually. These program rights are amortized to technical and operating expense over their estimated useful lives, commencing upon the first usage, based on attributable revenue to date as a percentage of total projected attributable revenue ("ultimate revenue") under the individual-film-forecast-computation method.
Impact of Economic Conditions Our future performance is dependent, to a large extent, on general economic conditions, including the impact of direct competition, our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers.
Impact of Economic Conditions Our future performance is dependent, to a large extent, on general economic conditions, which can impact, among other things, our ability to manage our businesses effectively and our relative strength and leverage in the marketplace, with both suppliers and customers.
For content that is predominantly monetized as a group, unamortized costs are tested for impairment whenever events or changes in circumstances indicate that the fair value of the group may be less than its unamortized costs.
Any adjustments to the assumptions are applied prospectively in the period of the change. For content that is predominantly monetized as a group, unamortized costs are tested for impairment whenever events or changes in circumstances indicate that the fair value of the group may be less than its unamortized costs.
Our film distribution business includes IFC Films, RLJ Entertainment Films and Shudder. The operating segment also includes AMC Networks Broadcasting & Technology, our technical services business, which primarily services the programming networks. • International : Consists of AMCNI, our international programming businesses consisting of a portfolio of channels distributed around the world.
The operating segment also includes AMC Networks Broadcasting & Technology, our technical services business, which primarily services the programming networks. • International : Consists of AMCNI, our international programming businesses consisting of a portfolio of channels distributed around the world.
Although we currently believe that amounts available under our Revolving Credit Facility will be available when and if needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets.
The total undrawn revolver commitment is available to be drawn for our general corporate purposes. Although we currently believe that amounts available under our Revolving Credit Facility will be available when and if needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets.
As a result, we will be dependent upon our ability to access the capital and credit markets in order to repay, refinance, repurchase through privately negotiated transactions, open market repurchases, tender offers or otherwise or redeem the outstanding balances of our indebtedness.
As a result, we will be dependent upon our ability to access the capital and credit markets in order to repay, refinance, repurchase through privately negotiated transactions, open market repurchases, tender offers or otherwise, or redeem the outstanding balances of our indebtedness. We are currently evaluating our liquidity profile in connection with our consideration of our funding and investment needs.
Useful lives of affiliate relationships (ranging from 6 to 25 years) are initially determined based upon weighted average remaining terms of agreements in place with major distributors when purchase accounting is applied, plus an assumption for expected renewals. We periodically update our assumption for expected renewals based on recent experience and known or expected trends.
Useful lives of affiliate relationships (ranging from 6 to 25 years) are initially determined based upon weighted average remaining terms of agreements in place with major distributors when purchase accounting is applied, plus an assumption for expected renewals.
For the year ended December 31, 2024, there was also $44.2 million of program write-offs recorded to restructuring and other related charges in connection with the Company's strategic programming assessments.
There were program rights write-offs of $20.0 million included in technical and operating expense for the year ended December 31, 2024 for programming that was substantively abandoned. For the year ended December 31, 2024, there were also $44.2 million of program write-offs recorded to restructuring and other related charges in connection with the Company's strategic programming assessments.
In connection with the partial prepayment of the Term Loan A Facility and reduction of the revolving loan commitments, we recorded a charge of $1.3 million to write off a portion of the unamortized discount and deferred financing costs associated with the Credit Agreement.
In connection with the partial prepayment of the Term Loan A Facility and reduction of the revolving loan commitments, we recorded a charge of 50 $1.3 million to write off a portion of the unamortized discount and deferred financing costs associated with the Credit Agreement, which was recognized as a loss on extinguishment of debt in the consolidated statements of income (loss).
All borrowings 54 under the Credit Agreement are subject to the satisfaction of customary conditions, including the absence of a default and accuracy of representations and warranties. AMC Networks was in compliance with all of its debt covenants as of December 31, 2024.
As of December 31, 2025, the minimum interest coverage ratio was approximately 2.01:1.00. All borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including the absence of a default and accuracy of representations and warranties. AMC Networks was in compliance with all of its debt covenants as of December 31, 2025.
Content expenses, programming operating costs and production costs incurred to produce content for third parties primarily comprise technical and operating expenses. Content expenses represent the largest expense of the International segment and primarily consist of amortization of acquired content.
Content expenses and programming operating costs primarily comprise technical and operating expenses. Content expenses represent the largest expense of the International segment and primarily consist of amortization of acquired content.
Loss on extinguishment of debt, net In August 2024, we voluntarily prepaid $35.0 million of borrowings under the Term Loan A Facility (as defined below), resulting in the recognition of a $0.4 million charge to write off a portion of the associated unamortized discount and deferred financing costs.
Year ended December 31, 2024 In August 2024, we voluntarily prepaid $35.0 million of borrowings under the Term Loan A Facility, resulting in the recognition of a $0.4 million charge to write off a portion of the associated unamortized discount and deferred financing costs.
Segment adjusted operating income The decrease in segment adjusted operating income was primarily attributable to the revenue headwinds in our linear businesses, partially offset by a decrease in technical and operating expenses. International The following table sets forth our International segment results for the periods indicated.
Segment adjusted operating income The decrease in segment adjusted operating income was primarily attributable to the continued revenue declines in our linear businesses and higher marketing expenses. International The following table sets forth our International segment results for the periods indicated.
The segment financial information set forth below, including the discussion related to individual line items, does not reflect inter-segment eliminations unless specifically indicated.
The segment financial information set forth below, including the discussion related to the individual line items, does not reflect inter-segment eliminations unless specifically indicated. Domestic Operations The following table sets forth our Domestic Operations segment results for the periods indicated.
For the year ended December 31, 2024, we did not repurchase any of our Class A Common Stock. As of December 31, 2024, we had $135.3 million of authorization remaining for repurchase under the Stock Repurchase Program. Failure to raise significant amounts of funding to repay our outstanding debt obligations at their respective maturity dates would adversely affect our business.
As of December 31, 2025, we had $117.4 million of authorization remaining for repurchase under the Stock Repurchase Program. 54 Failure to raise significant amounts of funding to repay our outstanding debt obligations at their respective maturity dates would adversely affect our business.
Based on the valuations performed, we concluded that the estimated fair value of the AMCNI reporting unit declined to less than its carrying amount. As a result, we recognized an impairment charge of $68.0 million rel ated to the AMCNI reporting unit, included in Impairment and other charges in the consolidated statements of income (loss).
Accordingly, we performed quantitative assessments for all reporting units. Based on the valuations performed, we concluded that the estimated fair value of the AMCNI reporting unit declined to less than its carrying amount. As a result, we recognized an impairment charge of $68.0 million rel ated to the AMCNI reporting unit.
Program rights with no future programming usefulness are substantively abandoned resulting in the write-off of remaining unamortized cost. There were program rights write-offs of $20.0 million and $14.5 million included in technical and operating expense for the years ended December 31, 2024 and 2023, respectively, for programming that was substantively abandoned.
Program rights with no future programming usefulness are substantively abandoned resulting in the write-off of remaining unamortized cost. There were no material program rights write-offs included in technical and operating expense for the year ended December 31, 2025.
Note Guarantees Debt of AMC Networks as of December 31, 2024 included $875.0 million of 10.25% Senior Secured Notes due 2029, $985.0 million of 4.25% Senior Notes due 2029, and $143.8 million of 4.25% Convertible Senior Notes due 2029 (collectively, the “notes”).
Note Guarantees Debt of AMC Networks as of December 31, 2025 included $875.0 million of 2029 Secured Notes, $276.7 million of Senior Notes, $143.8 million of Convertible Notes and $400.0 million of 2032 Secured Notes (collectively, the “notes”).
On November 1, 2024, we acquired the remaining 50.1% of the BBC America joint-venture that we had not previously owned for $42.0 million in cash. As a result, the carrying amount of the noncontrolling interest was reduced to zero, reflecting our 100% ownership of the BBC America business.
On November 26, 2025, we acquired the remaining 17% of RLJ Entertainment that we had not previously owned for $75.0 million in cash. As a result, the carrying amount of the noncontrolling interest was reduced to zero, reflecting our 100% ownership of RLJ Entertainment.
Additional information regarding our outstanding indebtedness, including its significant terms and provisions, is discussed in Note 9 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K and is incorporated herein by reference.
Additional information regarding our outstanding indebtedness, including its significant terms and provisions, is discussed in Note 9 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K and is incorporated herein by reference. 56 Supplemental Guarantor Financial Information The following is a description of the terms and conditions of the guarantees with respect to the outstanding notes for which AMC Networks is the issuer.
Years Ended December 31, Change (In thousands) 2024 2023 2024 vs. 2023 Revenues, net: Subscription $ 1,275,127 $ 1,340,207 (4.9) % Advertising 561,301 633,823 (11.4) % Content licensing and other 276,561 342,557 (19.3) % Total revenues, net 2,112,989 2,316,587 (8.8) % Technical and operating expenses (excluding depreciation and amortization) (a) 990,434 1,115,948 (11.2) % Selling, general and administrative expenses (b) 518,654 501,501 3.4 % Majority-owned equity investees AOI 15,678 13,606 15.2 % Segment adjusted operating income $ 619,579 $ 712,744 (13.1) % (a) Technical and operating expenses excludes cloud computing amortization (b) Selling, general and administrative expenses excludes share-based compensation expenses and cloud computing amortization Revenues Subscription revenues decreased primarily due to a 13.2% decline in affiliate revenues, partially offset by a 6.6% increase in streaming revenues.
Years Ended December 31, Change (In thousands) 2025 2024 2025 vs. 2024 Revenues, net: Subscription $ 1,264,823 $ 1,275,127 (0.8) % Advertising 476,745 561,301 (15.1) % Content licensing and other 272,402 276,561 (1.5) % Total revenues, net 2,013,970 2,112,989 (4.7) % Technical and operating expenses (excluding depreciation and amortization) (a) 994,707 990,434 0.4 % Selling, general and administrative expenses (b) 552,844 518,654 6.6 % Majority-owned equity investees AOI 23,744 15,678 51.4 % Segment adjusted operating income $ 490,163 $ 619,579 (20.9) % (a) Technical and operating expenses excludes cloud computing amortization (b) Selling, general and administrative expenses excludes share-based compensation expenses and cloud computing amortization Revenues Subscription revenues decreased due to a 12.5% decline in affiliate revenues, partially offset by a 12.3% increase in streaming revenues.
In addition, economic or market disruptions could lead to lower demand for our services, such as loss of subscribers and lower levels of advertising.
In addition, economic or market disruptions could lead to lower demand for our services, such as loss of subscribers and lower levels of advertising. These events would adversely impact our results of operations, cash flows and financial position.
Program rights amortization expense includes write-offs of $20.0 million and $14.5 million for the years ended December 31, 2024 and 2023, respectively, for programming that was substantively abandoned. Programming write-offs are based on management's periodic assessment of programming useful ness.
There were no material write-offs included in program rights amortization expense in 2025. Program rights amortization expense included write-offs of $20.0 million for the year ended December 31, 2024 for programming that was substantively abandoned. Programming write-offs are based on management's periodic assessment of programming useful ness.
Other items resulting in variances from the federal statutory rate of 21% primarily consist of tax expense of $8.1 million related to the expiration of foreign tax credits, tax expense of $4.5 million related to non-deductible compensation expense, state and local income tax expense of $1.2 million, and a tax benefit of $2.2 million resulting from a net decrease in valuation allowances primarily related to foreign deferred tax assets.
Other items resulting in variances from the federal statutory rate of 21% primarily consist of (i) tax expense of $8.1 million related to the expiration of foreign tax credits, (ii) tax expense of $4.5 million related to non-deductible compensation expense, (iii) state and local income tax expense of $1.2 million and (iv) a tax benefit of $2.2 million resulting from a net decrease in valuation allowances primarily related to foreign deferred tax assets. 51 Segment Results of Operations Our segment operating results are presented based on how we assess operating performance and internally report financial information.
Domestic Operations In our Domestic Operations segment, we earn revenue principally from: (i) subscription revenue in connection with the distribution of our programming through our programming networks and streaming services, (ii) the sale of advertising, and (iii) the licensing of our original programming to distributors, including the distribution of programming of IFC Films.
Domestic Operations In our Domestic Operations segment, we earn revenue principally from: (i) subscription revenues in connection with the distribution of our programming through our programming networks and streaming services, (ii) the sale of advertising, and (iii) the licensing of our original programming to distributors, including the distribution of programming of Independent Film Company. 43 In the first quarter of 2025, the Company updated the definition of "aggregate paid subscribers" and the definitions of "affiliate revenues" and "streaming revenues".
Program rights with no future programming usefulness are substantially abandoned, resulting in the write-off of remaining unamortized cost. Program rights write-offs of $20.7 million and $17.3 million were included in technical and operating expense for the years ended December 31, 2024 and 2023, respectively, for programming that was substantively abandoned.
Program rights with no future programming usefulness are substantially abandoned, resulting in the write-off of remaining unamortized cost. There were no material write-offs included in technical and operating expense for the year ended December 31, 2025.
The results of operations of 25/7 Media are included in the consolidated financial statements through the date of sale. Segment Reporting We manage our business through the following two operating segments: • Domestic Operations: Consists of our five programming networks, our streaming services, our AMC Studios operation and our film distribution business.
Segment Reporting We manage our business through the following two operating segments: • Domestic Operations: Consists of our five programming networks, our streaming services, our AMC Studios operation and our film distribution business. Our programming networks are AMC, We TV, BBCA, IFC, and SundanceTV.
During 2024, $77.0 million of cash and cash equivalents, previously held by foreign subsidiaries, was repatriated to the United States. Our consolidated cash and cash equivalents balance of $784.6 million, as of December 31, 2024, includes $111.5 million held by foreign subsidiaries.
During 2025, $18.0 million of cash and cash equivalents, previously held by foreign subsidiaries, was repatriated to the United States. As of December 31, 2025, our cash and cash equivalents balance of $502.4 million, included $132.5 million held by foreign subsidiaries.
The following is a reconciliation of net cash provided by operating activities to Free Cash Flow for the periods indicated: Year Ended December 31, (In thousands) 2024 2023 Net cash provided by operating activities $ 375,615 $ 203,919 Less: capital expenditures (44,775) (35,207) Free cash flow $ 330,840 $ 168,712 Supplemental Cash Flow Information Year Ended December 31, 2024 2023 Restructuring initiatives $ (13,295) $ (112,550) Distributions to noncontrolling interests (23,992) (72,876)
The following is a reconciliation of net cash provided by operating activities to Free Cash Flow for the periods indicated: Years Ended December 31, (In thousands) 2025 2024 Net cash provided by operating activities $ 305,670 $ 375,615 Less: capital expenditures (33,303) (44,775) Free cash flow $ 272,367 $ 330,840 Supplemental Cash Flow Information Years Ended December 31, 2025 2024 Restructuring initiatives $ (13,039) $ (13,295) Distributions to noncontrolling interests (7,271) (23,992) 60
We recorded a $4.7 million gain which reflects the discount, net of $0.2 million to write off a portion of the unamortized discount and deferred financing costs associated with the notes.
In June 2024, we repurchased $15.0 million of our outstanding Senior Notes through open market repurchases, at a discount of $4.9 million, and retired the repurchased notes. We recorded a $4.7 million gain which reflects the discount, net of $0.2 million to write off a portion of the unamortized discount and deferred financing costs associated with the Senior Notes.
Our programming networks are AMC, We TV, BBCA, IFC, and SundanceTV. Our streaming services consist of AMC+ and our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, ALLBLK, and HIDIVE). Our AMC Studios operation produces original programming for our programming services and third parties and also licenses programming worldwide.
Our streaming services consist of AMC+ and our targeted subscription streaming services (Acorn TV, Shudder, Sundance Now, ALLBLK, HIDIVE and All Reality). Our AMC Studios operation produces original programming for our programming services and third parties and also licenses programming worldwide. Our film distribution business includes Independent Film Company, RLJE Films and Shudder.
In December 2023, in connection with the preparation of our fourth quarter financial information, we performed our annual goodwill impairment test and concluded that the estimated fair value of the 25/7 Media reporting unit further declined from the interim assessment performed.
In December 2025, in connection with the preparation of our fourth quarter financial information, we performed our annual goodwill impairment test and concluded that the estimated fair value of the AMCNI reporting unit declined to less than its carrying amount.
The carrying value of the BBCA asset group exceeded its fair value, and accordingly an impairment charge of $15.7 million was recorded for identifiable intangible assets and $13.5 million for other long-lived assets, which is included in Impairment and other charges in the consolidated statements of income (loss) within the Domestic Operations operating segment. 46 Impairment and other charges of $96.7 million for the year ended December 31, 2023 primarily consisted of $65.4 million of long-lived assets impairment charges at BBCA and 25/7 Media, and $21.7 million of goodwill impairment charges at 25/7 Media.
The carrying value of the BBCA asset group exceeded its fair value, and accordingly an impairment charge of $15.7 million was recorded for identifiable intangible assets and $13.5 million for other long-lived assets, which is included within the Domestic Operations operating segment.
Additionally, changes in macroeconomic factors and circumstances, particularly high inflation and interest rates, and uncertainty regarding changes to inflation rates and interest rates, may adversely impact our results of operations, cash flows and financial position or our ability to refinance our indebtedness on terms favorable to us, or at all.
Additionally, macroeconomic and geopolitical risks, particularly high inflation and interest rates, as well as potential or implemented tariffs and changes to the U.S. and other countries' trade policies, and uncertainty regarding further changes to any of the foregoing, may adversely impact our results of operations, cash flows and financial position or our ability to refinance our indebtedness on terms favorable to us, or at all.
Technical and operating expenses (excluding depreciation and amortization) The components of technical and operating expenses are primarily content expenses, which include the amortization of program rights, such as those for original programming, feature films and licensed series, and participation and residual costs.
We expect content licensing revenues to vary in 2026 based on the timing and availability of our programming to distributors. Technical and operating expenses (excluding depreciation and amortization) Technical and operating expenses primarily consist of content expenses, which include the amortization of program rights, such as those for original programming, feature films and licensed series, and participation and residual costs.
The Credit Agreement generally requires AMC Networks Inc. and its restricted subsidiaries on a consolidated basis to comply with a maximum total net leverage ratio of 5.75:1.00 from the Amendment No. 3 effective date through March 31, 2026, after which the maximum total net leverage ratio changes to 5.50:1.00.
Our Credit Agreement generally requires us and our restricted subsidiaries on a consolidated basis to comply with a maximum total net leverage ratio of 5.75:1.00 from April 9, 2024 through March 31, 2026, after which the maximum total net leverage ratio changes to 5.50:1.00. As of December 31, 2025, the total net leverage ratio was approximately 4.41:1.00.
These events would adversely impact our results of operations, cash flows and financial position. 52 Cash Flow Discussion The following table is a summary of cash flows provided by (used in) operating, investing and financing activities for the periods indicated: Years Ended December 31, (In thousands) 2024 2023 Cash provided by operating activities $ 375,615 $ 203,919 Cash used in investing activities (40,376) (24,322) Cash used in financing activities (110,223) (544,435) Net increase (decrease) in cash and cash equivalents $ 225,016 $ (364,838) Operating Activities Net cash provided by operating activities f or 2024 and 2023 amounted to $375.6 million and $203.9 million, respectively.
Cash Flow Discussion The following table is a summary of cash flows provided by (used in) operating, investing and financing activities for the periods indicated: Years Ended December 31, (In thousands) 2025 2024 Cash provided by operating activities $ 305,670 $ 375,615 Cash used in investing activities (34,211) (40,376) Cash used in financing activities (570,288) (110,223) Net (decrease) increase in cash and cash equivalents $ (298,829) $ 225,016 Operating Activities Net cash provided by operating activities f or 2025 and 2024 amounted to $305.7 million and $375.6 million, respectively.
During the second quarter of 2024, we determined that a triggering event had occurred with respect to our decline in stock price, which required an interim goodwill impairment test to be performed. Accordingly, we performed quantitative assessments for all reporting units.
As a result, we recognized impairment charges of $268.7 million rel ated to the Domestic Operations reporting unit and $34.0 million rel ated to the AMCNI reporting unit. During the second quarter of 2024, we determined that a triggering event had occurred with respect to our decline in stock price, which required an interim goodwill impairment test to be performed.
Years Ended December 31, Change (In thousands) 2024 2023 2024 vs. 2023 Revenues, net: Subscription $ 196,924 $ 220,854 (10.8) % Advertising 115,333 81,823 41.0 % Content licensing and other 12,771 101,799 (87.5) % Total revenues, net 325,028 404,476 (19.6) % Technical and operating expenses (excluding depreciation and amortization) 148,539 222,757 (33.3) % Selling, general and administrative expenses (a) 111,584 121,171 (7.9) % Segment adjusted operating income $ 64,905 $ 60,548 7.2 % (a) Selling, general and administrative expenses excludes share-based compensation expenses 50 Revenues Subscription revenues de creased primarily due to the non-renewal of an AMCNI distribution agreement in the U.K. in the fourth quarter of 2023.
Years Ended December 31, Change (In thousands) 2025 2024 2025 vs. 2024 Revenues, net: Subscription $ 188,417 $ 196,924 (4.3) % Advertising 104,050 115,333 (9.8) % Content licensing and other 11,498 12,771 (10.0) % Total revenues, net 303,965 325,028 (6.5) % Technical and operating expenses (excluding depreciation and amortization) 145,359 148,539 (2.1) % Selling, general and administrative expenses (a) 115,426 111,584 3.4 % Segment adjusted operating income $ 43,180 $ 64,905 (33.5) % (a) Selling, general and administrative expenses excludes share-based compensation expenses Revenues Subscription revenues de creased primarily due to the non-renewal of a distribution agreement in Spain in the fourth quarter of 2024, partially offset by the favorable impact of foreign currency translation.
Substantially all of our subscription revenues for our programming networks are based on a per subscriber fee, commonly referred to as "affiliation agreements." The subscription revenues we earn vary from period to period, distributor to distributor and also vary among our programming services, but are generally based on the impact of renewals of affiliation agreements and upon the number of each distributor's subscribers who receive our programming, referred to as viewing subscribers.
Substantially all of our subscription revenues are based on a per subscriber fee. The subscription revenues we earn vary from period to period, distributor to distributor and also vary among our programming networks and streaming services.
In 2023, net cash provided by operating activities primarily resulted from $1,421.5 million of net income before amortization of program rights, depreciation and amortization, and other non-cash items, partially offset by payments for program rights of $1,079.9 million and restructuring initiatives of $112.6 million.
In 2025, net cash provided by operating activities primarily resulted from $1,030.2 million of net income before amortization of program rights, net gain on extinguishment of debt, impairment charges, depreciation and amortization, and other non-cash items, partially offset by payments for program rights of $815.2 million.
Where we have management control of an entity, we consolidate 100% of such entity in our consolidated statements of income (loss) notwithstanding that a third-party owns an interest, which may be significant, in such entity.
Where we have management control of an entity, we consolidate 100% of such entity in our consolidated statements of income (loss) notwithstanding that a third-party owns an interest in such entity. The noncontrolling owner's interest in the operating results of consolidated subsidiaries are reflected in net income or loss attributable to noncontrolling interests in our consolidated statements of income (loss).
Restructuring and other related charges Restructuring and other related charges were $49.5 million for the year ended December 31, 2024, consisting of $44.2 million of content impairments and $5.3 million of severance and employee-related costs.
These charges were partially offset by a credit to restructuring expense in connection with the portion of office space that we previously vacated in 2023. Year ended December 31, 2024 Restructuring and other related charges were $49.5 million for the year ended December 31, 2024, consisting of $44.2 million of content impairments and $5.3 million of severance and employee-related costs.
Ultimate revenues are estimated based on the levels of revenue generated from similar content in comparable markets, projected program usage, and the levels of historical and expected programming market acceptance. The determination of ultimate revenues requires significant judgment.
Ultimate revenues are estimated based on the levels of revenue generated from similar content in comparable markets, projected program usage, and the levels of historical and expected programming market acceptance. The Company periodically reviews its ultimate revenue estimates and revises its assumptions if necessary, which could impact the timing of amortization expense.
Summarized Financial Information Income Statement (In thousands) Year Ended December 31, 2024 Year Ended December 31, 2023 Parent Company Guarantor Subsidiaries Parent Company Guarantor Subsidiaries Revenues $ — $ 1,764,795 $ — $ 1,935,082 Operating expenses — 1,693,206 — 1,559,083 Operating income $ — $ 71,589 $ — $ 375,999 Income (loss) before income taxes $ (199,080) $ (21,569) $ 284,660 $ 444,647 Net income (loss) (226,546) (32,249) 215,464 435,328 55 Balance Sheet December 31, 2024 December 31, 2023 (In thousands) Parent Company Guarantor Subsidiaries Parent Company Guarantor Subsidiaries Assets Amounts due from subsidiaries $ 4,483 $ 82,342 $ — $ — Current assets 31,727 1,386,554 61,931 1,156,533 Non-current assets 3,467,276 2,718,427 3,676,129 3,301,046 Liabilities and equity: Amounts due to subsidiaries $ 80,983 $ 733 $ 54,627 $ 2,456 Current liabilities 168,903 473,418 173,031 666,783 Non-current liabilities 2,474,505 228,778 2,516,977 224,051 Critical Accounting Policies and Estimates In preparing our consolidated financial statements, we are required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
Summarized Financial Information Income Statement (In thousands) Year Ended December 31, 2025 Year Ended December 31, 2024 Parent Company Guarantor Subsidiaries Parent Company Guarantor Subsidiaries Revenues $ — $ 1,759,868 $ — $ 1,764,795 Operating expenses — 1,543,291 — 1,693,206 Operating income $ — $ 216,577 $ — $ 71,589 Income (loss) before income taxes $ 127,610 $ 176,938 $ (199,080) $ (21,569) Net income (loss) 89,400 169,631 (226,546) (32,249) Balance Sheet December 31, 2025 December 31, 2024 (In thousands) Parent Company Guarantor Subsidiaries Parent Company Guarantor Subsidiaries Assets Amounts due from subsidiaries $ — $ 90,643 $ 4,483 $ 82,342 Current assets 19,639 1,001,691 31,727 1,386,554 Non-current assets 2,987,716 2,690,262 3,467,276 2,718,427 Liabilities and equity: Amounts due to subsidiaries $ 39,155 $ 3,880 $ 80,983 $ 733 Current liabilities 123,550 548,661 168,903 473,418 Non-current liabilities 1,901,934 230,969 2,474,505 228,778 57 Critical Accounting Policies and Estimates In preparing our consolidated financial statements, we are required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
Of this amount, approximately $8.0 million is expected to be repatriated to the United States with the remaining amount continuing to be reinvested in foreign operations.
Of this amount, $7.3 million is expected to be repatriated to the United States with the remaining amount continuing to be reinvested in foreign operations. Tax expense related to the repatriated amount, as well as the expected remaining amount to be repatriated, has been accrued for.
The carrying amount of goodwill, by operating segment is as follows: (In thousands) December 31, 2024 Domestic Operations $ 80,038 International 166,266 $ 246,304 Based on our annual and interim impairment tests for goodwill during 2024, we recorded total impairment charges of $268.7 million related to our Domestic Operations reporting unit and $102.0 million related to our AMCNI reporting unit.
The carrying amount of goodwill, by operating segment is as follows: (In thousands) December 31, 2025 Domestic Operations $ 80,038 International 86,771 $ 166,809 Based on our annual impairment test in 2025, we recorded an impairment charge of $93.4 million for our AMCNI reporting unit.
Technical and operating expenses also include other direct programming costs, such as, distribution and production related costs and program delivery costs, such as transmission, encryption, hosting, and formatting.
Technical and operating expenses also include other direct programming costs, such as distribution and production related costs and program delivery costs, such as transmission, encryption, hosting, and formatting. There may be significant changes in the level of our technical and operating expenses due to original programming costs and/or content acquisition costs.
In April 2024, we entered into Amendment No. 3 ("Amendment No. 3") to the Second Amended and Restated Credit Agreement, dated as of July 28, 2017 (as amended to date and by Amendment No. 3, the "Credit Agreement").
In October 2025, we entered into Amendment No. 5 ("Amendment No. 5") to the Second Amended and Restated Credit Agreement, dated as of July 28, 2017 (as amended to date and by Amendment No. 5, the "Credit Agreement"). We continue to maintain $175.0 million of commitments under the revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe Company recognized foreign currency transaction gains (losses) of $(7.0) million and $8.4 million for the years ended December 31, 2024 and 2023, respectively, related to foreign currency transactions. Unrealized foreign currency 59 transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled.
Biggest changeThe Company recognized foreign currency transaction gains (losses) of $13.3 million and $(7.0) million for the years ended December 31, 2025 and 2024, respectively, related to foreign currency transactions. Unrealized foreign currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled.
The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities. A hypothetical 100 basis point decrease in interest rates prevailing at December 31, 2024 would increase the estimated fair value of our fixed rate debt by approximately $9.2 million to approximately $1.85 billion.
The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities. A hypothetical 100 basis point decrease in interest rates prevailing at December 31, 2025 would increase the estimated fair value of our fixed rate debt by approximately $33.0 million to approximately $1.76 billion.
A hypothetical 100 basis point increase in interest rates prevailing at December 31, 2024 would increase our annual interest expense by approximately $3.7 million. The interest rate paid on approximately 85% of our debt (excluding finance leases) as of December 31, 2024 is fixed.
A hypothetical 100 basis point increase in interest rates prevailing at December 31, 2025 would increase our annual interest expense by approximately $0.8 million. The interest rate paid on approximately 95% of our debt (excluding finance leases) as of December 31, 2025 is fixed.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Fair Value of Debt Based on the level of interest rates prevailing at December 31, 2024, the fair value of our fixed rate debt of $1.84 billion was lower than its carrying value of $1.98 billion by $134.7 million.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Fair Value of Debt Based on the level of interest rates prevailing at December 31, 2025, the fair value of our fixed rate debt of $1.73 billion was higher than its carrying value of $1.67 billion by $56.3 million.
Managing our Interest Rate Risk As of December 31, 2024, we have $2.4 billion of debt outstanding (excluding finance leases), of which $365.6 million is outstanding under our loan facility and is subject to variable interest rates.
Managing our Interest Rate Risk As of December 31, 2025, we have $1.78 billion of debt outstanding (excluding finance leases), of which $82.8 million is outstanding under our loan facility and is subject to variable interest rates.

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