Lionsgate studios SEC Filings

MHR Fund Management and affiliated funds filed Amendment No. 1 to their Schedule 13D on Lionsgate Studios Corp., updating their ownership and governance arrangements. The filing states that entities managed by MHR Fund Management may be deemed to beneficially own up to 37,920,093 common shares (about 13.1% of the 289,729,314 shares outstanding as of November 3, 2025), including restricted share units and shares held directly by Dr. Mark H. Rachesky.

The amendment describes a new Governance, Standstill and Voting Agreement with Liberty77 funds and Lionsgate, under which Steven T. Mnuchin is appointed to the board and will be nominated at future annual meetings while Liberty77 parties hold at least 5% of the common shares. MHR and the Liberty77 parties agree to vote their shares in favor of each other’s board nominees and accept standstill limits, including not raising ownership above 17.5%, along with transfer restrictions, derivative limits, and coordinated-action prohibitions. The agreement also grants pre-emptive, registration and “most favored nations” rights to MHR and Liberty77, subject to ownership thresholds.

Lionsgate Studios Corp. entered into a Governance, Standstill and Voting Agreement with Liberty 77 investment entities and MHR Fund Management. Under this agreement, Lionsgate appointed Steven T. Mnuchin as a Liberty-designated director on the Board, effective January 26, 2026, and will nominate him at upcoming annual shareholder meetings as long as the Liberty parties continue to own at least 5% of the company’s common shares and he meets governance requirements.

The Liberty and MHR parties agreed to vote their shares in favor of each other’s Board nominees and accepted restrictions on typical activist actions, including limits on increasing ownership above 17.5%, making unsolicited proposals, or launching proxy contests for a period tied to Mr. Mnuchin’s Board service. The agreement also includes transfer limits, derivative and hedging restrictions, pre-emptive and registration rights consistent with prior investor agreements, and certain most-favored-nations provisions that fall away once holdings drop below 20,000,000 common shares. The Board now has eleven directors and considers Mr. Mnuchin independent under NYSE rules.

Lionsgate Studios Corp. is scheduling its initial annual general and special meeting of shareholders for March 17, 2026 at its Canadian head office located at Dentons Canada LLP. This meeting will cover regular annual matters and any special items described in the upcoming proxy statement.

Shareholders who want their proposals included in the proxy statement under Rule 14a-8 must submit them by January 20, 2026. Shareholders wishing to nominate directors must meet the eligibility requirements in the Company’s articles and deliver notice to the secretary by February 13, 2026. Proposals and nomination notices may be sent to the Company’s secretary at the Vancouver registered office.

Lionsgate Studios Corp. insider Michael Burns, who serves as Vice Chair, reported a transaction in company stock. On December 23, 2025, he sold 21,748 common shares at a weighted average price of $9.01 per share. After this year-end tax planning transaction, he beneficially owns 3,061,213 shares.

This total includes restricted share units (RSUs) that convert into common shares as they vest. These RSUs cover 68,916 units vesting on July 3, 2026, 210,958 units vesting in two equal annual installments on July 1, 2026 and 2027, and 36,575 units vesting in three equal annual installments on July 1, 2026, 2027 and 2028. The filing notes the trades were made solely for year-end tax planning purposes and that the transaction prices ranged from $8.99 to $9.03 per share.

Lionsgate Studios Corp. director and chief executive officer Jon Feltheimer reported an insider share sale. On December 22, 2025, he sold 195,000 common shares of Lionsgate Studios Corp. (LION) at a weighted average price of $8.28 per share, with trades executed between $8.23 and $8.35. The company notes the transactions were carried out solely for year-end tax planning purposes.

Following these transactions, Feltheimer beneficially owns 3,471,012 shares of Lionsgate Studios common stock. This total includes restricted share units that convert into common shares upon vesting, such as 196,903 RSUs scheduled to vest on July 3, 2026, 351,597 RSUs vesting in two equal annual installments on July 1, 2026 and 2027, and 731,497 RSUs vesting in three equal annual installments on July 1, 2026, 2027 and 2028.

Lionsgate Studios Corp. Chief Operating Officer Brian Goldsmith reported year-end tax planning transactions involving the company’s common shares. On 12/18/2025, he executed transactions in 25,000 common shares at a weighted average price of $8.54, with individual trades ranging from $8.52 to $8.62.

Following these transactions, Goldsmith is reported to beneficially own 1,485,754 common shares, held directly. This amount includes restricted stock units (RSUs) that convert into an equal number of common shares upon vesting, including 68,916 RSUs scheduled to vest on July 3, 2026, 123,059 RSUs vesting in two equal annual installments on July 1, 2026 and 2027, and 256,024 RSUs vesting in three equal annual installments on July 1, 2026, 2027 and 2028.

Lionsgate Studios Corp. reported a new equity grant to a director. On 11/28/2025, the director acquired 6,702 common shares at $7.46 per share as part of director fees, bringing direct beneficial ownership to 131,536 common shares. On the same date, the director also received 20,107 restricted share units valued at $7.46 per share, each payable in one common share upon vesting.

The restricted share units are scheduled to vest in one remaining equal annual installment on November 28, 2026, which would then be delivered in common shares. The filing is made by a single reporting person in the capacity of director of Lionsgate Studios Corp.

Lionsgate Studios Corp. reported insider activity by a director who is also a 10% owner. On November 28, 2025, the insider received 10,188 common shares as director fees, valued at $7.46 per share, and was granted 20,107 restricted share units at the same price. The restricted share units are scheduled to vest in one remaining equal annual installment on November 28, 2026, and will settle in an equal number of common shares when vested.

Following these awards, the insider directly holds 251,488 common shares and 20,107 restricted share units, with additional large indirect holdings reported through multiple MHR-related investment entities, including funds such as MHR Capital Partners Master Account LP and several MHR Institutional Partners vehicles.

Lionsgate Studios Corp. director Gordon Crawford reported recent equity-related transactions in the company’s common shares. On November 28, 2025, he received an annual director equity award of 20,107 restricted share units, each payable in one common share upon vesting, which is scheduled for November 28, 2026. He also received 8,043 common shares as director fees paid in stock at a price of $7.46 per share. After these transactions, Crawford beneficially owned 2,239,927 common shares, which includes restricted share units scheduled to vest on November 29, 2025 and November 28, 2026.