Filed Pursuant to 424(b)(3)
Registration No. 333-286041
PROSPECTUS SUPPLEMENT NO. 3
(to Prospectus dated August 5, 2025)
Lionsgate Studios Corp.
208,122 Common Shares
This Prospectus Supplement supplements the Prospectus dated August 5, 2025 (the “Prospectus”), which forms a part of the Registration Statement on Form S-1 (File No. 333-286041) (the “Registration Statement”) filed by Lionsgate Studios Corp. (“New Lionsgate”) with the Securities and Exchange Commission (the “SEC”). The Prospectus and this prospectus supplement relate to the exercise from time to time of stock options and stock appreciation rights (“SARs”) outstanding under the Lionsgate Studios Corp. 2025 Performance Incentive Plan (the “Plan”), to acquire up to 208,122 common shares of New Lionsgate (the “Common Shares”) that are held by former employees of Lions Gate Entertainment Corp. and its subsidiaries (including New Lionsgate), who are not current employees or consultants of New Lionsgate or Starz Entertainment Corp., and any such individuals’ donees, pledgees, permitted transferees, assignees, successors and others who come to hold any such equity award. Any proceeds received by New Lionsgate from the exercise of stock options and SARs covered by the Plan (and issued pursuant to the offering described in the Prospectus and this Prospectus Supplement) will be used for general corporate purposes.
This Prospectus Supplement is being filed to update and supplement the information in the Prospectus with the information contained in New Lionsgate’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2026 (the “Form 10-Q”) and the information contained in New Lionsgate’s Current Reports on Form 8-Ks filed with the SEC on January 8, 2026 and January 26, 2026 (the “Form 8-Ks”). Accordingly, we have attached copies of the Form 10-Q and the Form 8-Ks to this Prospectus Supplement.
This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.
The Common Shares are traded on the New York Stock Exchange (“NYSE”) under the symbol “LION.” On February 4, 2026, the last reported sale price of the Common Shares was $8.88 per share.
See the section entitled “Risk Factors” beginning on page 20 of the Prospectus as well as risks and uncertainties described under similar headings in any amendments or supplements to the Prospectus to read about factors you should consider before buying securities of New Lionsgate.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus Supplement or the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is February 5, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________________________________
Form 10-Q
____________________________________________________________________________________________________
| | | | | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2025
OR
| | | | | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission File No.: 001-42635
_______________________________________________________
Lionsgate Studios Corp.
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________________________
| | | | | | | | |
| British Columbia, Canada | | N/A |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
and
2700 Colorado Avenue
Santa Monica, California 90404
(Address of principal executive offices)
____________________________________________________________________________________________________
(877) 848-3866
(Registrant’s telephone number, including area code)
____________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Shares, no par value per share | | LION | | New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | | | | | | | | | | | | |
| Large accelerated filer | ☑ | | | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | | | Smaller reporting company | ☐ |
| | | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| | | | | | | | |
| Title of Each Class | | Outstanding at February 2, 2026 |
| Common Shares, no par value per share | | 290,187,242 shares |
| | | | | | | | |
| LIONSGATE STUDIOS CORP. | |
| FORM 10-Q | |
| For the Quarterly Period Ended December 31, 2025 | |
| | |
| TABLE OF CONTENTS | |
| | Page |
| | |
| PART I — FINANCIAL INFORMATION | |
| | |
| Item 1. | Unaudited Financial Statements | 6 |
| | |
| Condensed Consolidated Balance Sheets at December 31, 2025 and March 31, 2025 | 6 |
| | |
| Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2025 and 2024 | 7 |
| | |
| Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended December 31, 2025 and 2024 | 8 |
| | |
| Condensed Consolidated Statements of Equity (Deficit) for the Three and Nine Months Ended December 31, 2025 and 2024 | 9 |
| | |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2025 and 2024 | 11 |
| | |
| Notes to Condensed Consolidated Financial Statements | 13 |
| | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 51 |
| | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 86 |
| | |
| Item 4. | Controls and Procedures | 88 |
| | |
| PART II — OTHER INFORMATION | |
| | |
| Item 1. | Legal Proceedings | 89 |
| | |
| Item 1A. | Risk Factors | 89 |
| | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 89 |
| | |
| Item 3. | Defaults Upon Senior Securities | 89 |
| | |
| Item 4. | Mine Safety Disclosures | 89 |
| | |
| Item 5. | Other Information | 89 |
| | |
| Item 6. | Exhibits | 90 |
| | |
Signatures | | 91 |
FORWARD-LOOKING STATEMENTS
This report includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seek,” “should,” “targets,” “will,” “would” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are based on management’s current expectations and assumptions regarding future events, many of which are outside of our control and difficult to predict, and which may prove to be incorrect. We believe that these risks and uncertainties include, but are not limited to, those discussed under Part I, Item 1A. “Risk Factors” found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2025, which risk factors are incorporated herein by reference, as updated by any update to the risk factors found under Part II, Item 1A. “Risk Factors” herein. These risk factors should not be construed as exhaustive and should be read with the other cautionary statements and information in our Form 10-K, and this report.
We caution you that forward-looking statements made in this report or anywhere else are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially and adversely from those made in or suggested by the forward-looking statements contained in this report as a result of various important factors, including, but not limited to: changes in our business strategy; the substantial investment of capital required to produce and market films and television series; budget overruns; limitations imposed by our credit facilities and notes; unpredictability of the commercial success of our motion pictures and television programming; risks related to acquisition and integration of acquired businesses; the effects of dispositions of businesses or assets, including individual films or libraries; the cost of defending our intellectual property; technological changes and other trends affecting the entertainment industry; potential adverse reactions or changes to business or employee relationships; weakness in the global economy and financial markets, including a recession, bank failures and general economic uncertainty; wars, terrorism and multiple international conflicts that could cause significant economic disruption and political and social instability; labor disruption or strikes; the volatility of currency exchange rates; our ability to manage growth; the effects of competition on our future business; the impact of and changes in governmental regulations or the enforcement thereof, tax laws and rates, accounting guidance and similar matters in regions in which we operate or will operate in the future; international, national or local economic, social or political conditions that could adversely affect our business; the effectiveness of our internal controls and our corporate policies and procedures; changes in personnel and availability of qualified personnel; the volatility of the market price and liquidity of our common shares; and the other risks and uncertainties discussed under “Risk Factors” found under Part II, Item 1A. “Risk Factors” herein. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.
Any forward-looking statements which we make in this report speak only as of the date of such statement and we undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
This Quarterly Report on Form 10-Q may contain references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Quarterly Report on Form 10-Q, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us, by, any other company.
Unless otherwise indicated or the context requires, all references to the “Company,” “Lionsgate,” “we,” “us,” and “our” refer to Lionsgate Studios Corp., a corporation organized under the laws of the province of British Columbia, Canada, and its direct and indirect subsidiaries.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We intend to announce material information to the public through filings with the SEC, the investor relations page on our website, which is located at investors.lionsgate.com, press releases, public conference calls, and public webcasts. The information disclosed through the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.
The information we post through these channels is not a part of this Quarterly Report on Form 10-Q. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
LIONSGATE STUDIOS CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions) | | | | | | | | | | | |
| December 31, 2025 | | March 31, 2025 |
| ASSETS | | | |
| Cash and cash equivalents | $ | 182.4 | | | $ | 212.5 | |
| Accounts receivable, net | 772.2 | | | 585.6 | |
| Other current assets | 364.9 | | | 362.1 | |
| Assets of discontinued operations - current | — | | | 75.8 | |
| Total current assets | 1,319.5 | | | 1,236.0 | |
| Investment in films and television programs, net | 2,223.3 | | | 1,994.2 | |
| Property and equipment, net | 34.4 | | | 34.1 | |
| Investments | 36.3 | | | 77.8 | |
| Intangible assets, net | 27.0 | | | 20.8 | |
| Goodwill | 846.8 | | | 808.5 | |
| Other noncurrent assets | 756.9 | | | 827.1 | |
| Assets of discontinued operations - noncurrent | — | | | 1,823.6 | |
| Total assets | $ | 5,244.2 | | | $ | 6,822.1 | |
| LIABILITIES | | | |
| Accounts payable | $ | 258.6 | | | $ | 256.5 | |
| Content related payables - current | 20.6 | | | 35.2 | |
| Accrued expenses and other current liabilities | 199.6 | | | 228.8 | |
| Participations and residuals | 601.6 | | | 642.5 | |
| Film related obligations - current | 1,214.0 | | | 1,617.8 | |
| Debt - current | 159.0 | | | 134.0 | |
| Deferred revenue - current | 415.3 | | | 201.7 | |
| Liabilities of discontinued operations - current | — | | | 350.8 | |
| Total current liabilities | 2,868.7 | | | 3,467.3 | |
| Debt - noncurrent | 1,763.8 | | | 1,838.9 | |
| Participations and residuals | 420.8 | | | 409.3 | |
| Film related obligations - noncurrent | 838.5 | | | 365.1 | |
| Other noncurrent liabilities | 392.1 | | | 417.3 | |
| Deferred revenue | 79.7 | | | 169.1 | |
| Deferred tax liabilities | 12.1 | | | 12.9 | |
| Liabilities of discontinued operations - noncurrent | — | | | 401.2 | |
| Total liabilities | 6,375.7 | | | 7,081.1 | |
| | | |
Commitments and contingencies (Note 17) | | | |
| | | |
| Redeemable noncontrolling interests | 113.7 | | | 93.7 | |
| | | |
| EQUITY (DEFICIT) | | | |
Common shares, no par value, unlimited shares authorized, 290.1 shares issued (March 31, 2025 - nil) | 2,474.2 | | | — | |
Old Lionsgate Class A voting common shares, no par value (March 31, 2025 - 83.7 shares issued) | — | | | 674.7 | |
Old Lionsgate Class B non-voting common shares, no par value (March 31, 2025 - 156.8 shares issued) | — | | | 2,522.1 | |
| Accumulated deficit | (3,803.0) | | | (3,534.1) | |
| Accumulated other comprehensive income | 52.4 | | | 72.6 | |
| Total Lionsgate Studios Corp. shareholders' equity (deficit) | (1,276.4) | | | (264.7) | |
| Noncontrolling interests | 31.2 | | | (88.0) | |
| Total equity (deficit) | (1,245.2) | | | (352.7) | |
| Total liabilities, redeemable noncontrolling interests and equity (deficit) | $ | 5,244.2 | | | $ | 6,822.1 | |
See accompanying notes.
LIONSGATE STUDIOS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Revenues | $ | 724.3 | | | $ | 628.2 | | | $ | 1,725.3 | | | $ | 1,719.1 | |
| Expenses | | | | | | | |
| Direct operating | 427.3 | | | 397.7 | | | 1,066.6 | | | 1,159.1 | |
| Distribution and marketing | 153.2 | | | 80.2 | | | 373.9 | | | 308.2 | |
| General and administration | 94.1 | | | 85.7 | | | 252.3 | | | 269.3 | |
| Depreciation and amortization | 4.4 | | | 4.4 | | | 13.2 | | | 13.2 | |
| Restructuring and other | 9.3 | | | 32.5 | | | 39.8 | | | 64.9 | |
| Total expenses | 688.3 | | | 600.5 | | | 1,745.8 | | | 1,814.7 | |
| Operating income (loss) | 36.0 | | | 27.7 | | | (20.5) | | | (95.6) | |
| Interest expense | (65.0) | | | (63.7) | | | (200.9) | | | (195.1) | |
| Interest and other income | 4.0 | | | 3.1 | | | 11.8 | | | 11.5 | |
| Other income (loss), net | (7.6) | | | 10.2 | | | (21.5) | | | (5.2) | |
| Loss on extinguishment of debt | — | | | (0.3) | | | (2.2) | | | (4.5) | |
| Gain on investments, net | — | | | — | | | 8.8 | | | — | |
| Equity interests income (loss) | (5.1) | | | 7.6 | | | (8.2) | | | 8.5 | |
| Loss from continuing operations before income taxes | (37.7) | | | (15.4) | | | (232.7) | | | (280.4) | |
| Income tax provision | (6.7) | | | (4.3) | | | (14.9) | | | (13.8) | |
| Net loss from continuing operations, net of income taxes | (44.4) | | | (19.7) | | | (247.6) | | | (294.2) | |
| Net income (loss) from discontinued operations, net of income taxes | — | | | 1.2 | | | (16.5) | | | 34.7 | |
| Net loss | (44.4) | | | (18.5) | | | (264.1) | | | (259.5) | |
| Net (income) loss attributable to noncontrolling interests | (1.8) | | | (3.4) | | | (4.4) | | | 14.8 | |
| Net loss attributable to Lionsgate Studios Corp. shareholders | $ | (46.2) | | | $ | (21.9) | | | $ | (268.5) | | | $ | (244.7) | |
| | | | | | | |
| Amounts attributable to Lionsgate Studios Corp. shareholders: | | | | | | | |
| Net loss from continuing operations | $ | (46.2) | | | $ | (23.1) | | | $ | (252.0) | | | $ | (279.4) | |
| Net income (loss) from discontinued operations, net of tax | — | | | 1.2 | | | (16.5) | | | 34.7 | |
| Net loss attributable to Lionsgate Studios Corp. shareholders | $ | (46.2) | | | $ | (21.9) | | | $ | (268.5) | | | $ | (244.7) | |
| | | | | | | |
| Per share information attributable to Lionsgate Studios Corp. shareholders: | | | | | | | |
| Basic net loss per common share - continuing operations | $ | (0.16) | | | $ | (0.09) | | | $ | (0.89) | | | $ | (1.13) | |
| Basic net income (loss) per common share - discontinued operations | — | | | — | | | (0.06) | | | 0.14 | |
| Basic net loss per common share | $ | (0.16) | | | $ | (0.09) | | | $ | (0.95) | | | $ | (0.99) | |
| | | | | | | |
| Diluted net loss per common share - continuing operations | $ | (0.16) | | | $ | (0.09) | | | $ | (0.89) | | | $ | (1.13) | |
| Diluted net income (loss) per common share - discontinued operations | — | | | — | | | (0.06) | | | 0.14 | |
| Diluted net loss per common share | $ | (0.16) | | | $ | (0.09) | | | $ | (0.95) | | | $ | (0.99) | |
| | | | | | | |
| Weighted average number of common shares outstanding: | | | | | | | |
| Basic | 290.0 | | | 250.2 | | | 283.9 | | | 248.4 | |
| Diluted | 290.0 | | | 250.2 | | | 283.9 | | | 248.4 | |
See accompanying notes.
LIONSGATE STUDIOS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Net loss from continuing operations, net of income taxes | $ | (44.4) | | | $ | (19.7) | | | $ | (247.6) | | | $ | (294.2) | |
| Foreign currency translation adjustments, net of tax | 5.9 | | | (24.4) | | | 18.3 | | | (12.7) | |
| Net unrealized gain (loss) on cash flow hedges, net of tax | (6.9) | | | 0.7 | | | (27.1) | | | (19.1) | |
| Comprehensive loss from continuing operations | (45.4) | | | (43.4) | | | (256.4) | | | (326.0) | |
| Net income (loss) from discontinued operations, net of income taxes | — | | | 1.2 | | | (16.5) | | | 34.7 | |
| Comprehensive loss | (45.4) | | | (42.2) | | | (272.9) | | | (291.3) | |
| Net (income) loss attributable to noncontrolling interests | (1.8) | | | (3.4) | | | (4.4) | | | 14.8 | |
| Comprehensive loss attributable to Lionsgate Studios Corp. shareholders | $ | (47.2) | | | $ | (45.6) | | | $ | (277.3) | | | $ | (276.5) | |
See accompanying notes.
Table of Contents
LIONSGATE STUDIOS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| Lionsgate | | Old Lionsgate Class A Voting | | Old Lionsgate Class B Non-Voting | | Accumulated Deficit | | Accumulated Other Comprehensive Income | | Total Shareholders' Equity (Deficit) | | Noncontrolling Interests (a) | | Total Equity (Deficit) |
| | Common Shares | | Common Shares | | Common Shares | | | | | |
| | Number | | Amount | | Number | | Amount | | Number | | Amount | | | | | |
| Balance at September 30, 2025 | 289.6 | | | 2,442.1 | | | — | | | $ | — | | | — | | | $ | — | | | $ | (3,756.9) | | | $ | 53.4 | | | $ | (1,261.4) | | | $ | 30.6 | | | $ | (1,230.8) | |
| Issuance of Lionsgate common shares to holders of Old Lionsgate Class A Voting and Class B Non-Voting Common Shares and spin off of the Starz Business | — | | | 4.6 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4.6 | | | — | | | 4.6 | |
| Exercise of stock options | — | | | 0.1 | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.1 | | | — | | | 0.1 | |
| Share-based compensation post Starz separation, net of share cancellations for taxes | 0.4 | | | 27.0 | | | — | | | — | | | — | | | — | | | — | | | — | | | 27.0 | | | — | | | 27.0 | |
| Issuance of common shares related to acquisitions and other | 0.1 | | | 0.4 | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.4 | | | — | | | 0.4 | |
Distributions to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (0.9) | | | (0.9) | |
| Net income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | (46.2) | | | — | | | (46.2) | | | 1.5 | | | (44.7) | |
| Other comprehensive income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | 0.1 | | | (1.0) | | | (0.9) | | | — | | | (0.9) | |
| Balance at December 31, 2025 | 290.1 | | | $ | 2,474.2 | | | — | | | $ | — | | | — | | | $ | — | | | $ | (3,803.0) | | | $ | 52.4 | | | $ | (1,276.4) | | | $ | 31.2 | | | $ | (1,245.2) | |
| | | | | | | | | | | | | | | | | | | | | |
| Balance at September 30, 2024 | — | | | — | | | 83.6 | | | $ | 674.0 | | | 156.4 | | | $ | 2,483.7 | | | $ | (3,396.4) | | | $ | 96.6 | | | $ | (142.1) | | | $ | (82.5) | | | $ | (224.6) | |
| Exercise of stock options | — | | | — | | | — | | | — | | | — | | | 0.4 | | | — | | | — | | | 0.4 | | | — | | | 0.4 | |
| Issuance of common shares related to acquisitions and other | — | | | — | | | — | | | 0.2 | | | — | | | 0.2 | | | — | | | — | | | 0.4 | | | — | | | 0.4 | |
| Share-based compensation, net of share cancellations for taxes | — | | | — | | | 0.1 | | | 0.3 | | | 0.2 | | | 19.2 | | | — | | | — | | | 19.5 | | | — | | | 19.5 | |
| Noncontrolling interest reclassification | — | | | — | | | — | | | — | | | — | | | — | | | (4.0) | | | — | | | (4.0) | | | 0.6 | | | (3.4) | |
Distributions to noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (6.1) | | | (6.1) | |
| Net income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | (21.9) | | | — | | | (21.9) | | | 3.7 | | | (18.2) | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (20.2) | | | (20.2) | | | (3.5) | | | (23.7) | |
| Redeemable noncontrolling interests adjustments | — | | | — | | | — | | | — | | | — | | | — | | | (0.4) | | | — | | | (0.4) | | | — | | | (0.4) | |
| Balance at December 31, 2024 | — | | | $ | — | | | 83.7 | | | $ | 674.5 | | | 156.6 | | | $ | 2,503.5 | | | $ | (3,422.7) | | | $ | 76.4 | | | $ | (168.3) | | | $ | (87.8) | | | $ | (256.1) | |
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LIONSGATE STUDIOS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended |
| Lionsgate | | Old Lionsgate Class A Voting | | Old Lionsgate Class B Non-Voting | | Accumulated Deficit | | Accumulated Other Comprehensive Income | | Total Shareholders' Equity (Deficit) | | Noncontrolling Interests (a) | | Total Equity (Deficit) |
| | Common Shares | | Common Shares | | Common Shares | | | | | |
| | Number | | Amount | | Number | | Amount | | Number | | Amount | | | | | |
| Balance at March 31, 2025 | — | | | $ | — | | | 83.7 | | | $ | 674.7 | | | 156.8 | | | $ | 2,522.1 | | | $ | (3,534.1) | | | $ | 72.6 | | | $ | (264.7) | | | $ | (88.0) | | | $ | (352.7) | |
| | | | | | | | | | | | | | | | | | | | | |
| Share-based compensation prior to Starz separation, net of share cancellations for taxes | — | | | — | | | — | | | 0.1 | | | 0.1 | | | 6.8 | | | — | | | — | | | 6.9 | | | — | | | 6.9 | |
| Issuance of common shares related to acquisitions and other prior to Starz separation | — | | | — | | | — | | | 0.2 | | | — | | | 0.2 | | | — | | | — | | | 0.4 | | | — | | | 0.4 | |
| Issuance of Lionsgate common shares to holders of Old Lionsgate Class A Voting and Class B Non-Voting Common Shares and spin off of the Starz Business | 250.8 | | | 2,564.1 | | | (83.7) | | | (675.0) | | | (156.9) | | | (2,529.1) | | | — | | | (19.2) | | | (659.2) | | | — | | | (659.2) | |
| Issuance of Lionsgate common shares for LG Studios Flip and acquisition of noncontrolling interest in Lionsgate Studios | 34.9 | | | (124.6) | | | — | | | — | | | — | | | — | | | — | | | 7.8 | | | (116.8) | | | 116.8 | | | — | |
| Exercise of stock options, post Starz separation | — | | | 0.1 | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.1 | | | — | | | 0.1 | |
| Share-based compensation post Starz separation, net of share cancellations for taxes | 4.3 | | | 34.2 | | | — | | | — | | | — | | | — | | | — | | | — | | | 34.2 | | | — | | | 34.2 | |
| Issuance of common shares related to acquisitions and other, post Starz separation | 0.1 | | | 0.4 | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.4 | | | — | | | 0.4 | |
| Distributions to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1.7) | | | (1.7) | |
| Net income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | (268.5) | | | — | | | (268.5) | | | 4.1 | | | (264.4) | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (8.8) | | | (8.8) | | | — | | | (8.8) | |
| Redeemable noncontrolling interests adjustments | — | | | — | | | — | | | — | | | — | | | — | | | (0.4) | | | — | | | (0.4) | | | — | | | (0.4) | |
| Balance at December 31, 2025 | 290.1 | | | $ | 2,474.2 | | | — | | | $ | — | | | — | | | $ | — | | | $ | (3,803.0) | | | $ | 52.4 | | | $ | (1,276.4) | | | $ | 31.2 | | | $ | (1,245.2) | |
| | | | | | | | | | | | | | | | | | | | | |
| Balance at March 31, 2024 | — | | | $ | — | | | 83.6 | | | $ | 673.6 | | | 151.7 | | | $ | 2,474.4 | | | $ | (3,576.7) | | | $ | 116.0 | | | $ | (312.7) | | | $ | 2.2 | | | $ | (310.5) | |
| Exercise of stock options | — | | | — | | | — | | | — | | | 0.1 | | | 0.7 | | | — | | | — | | | 0.7 | | | — | | | 0.7 | |
| Share-based compensation, net of share cancellations for taxes | — | | | — | | | 0.1 | | | 0.7 | | | 4.8 | | | 28.2 | | | — | | | — | | | 28.9 | | | — | | | 28.9 | |
| Issuance of common shares related to acquisitions and other | — | | | — | | | — | | | 0.2 | | | — | | | 0.2 | | | — | | | — | | | 0.4 | | | — | | | 0.4 | |
| Distributions to noncontrolling interest | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (6.7) | | | (6.7) | |
| Sale of noncontrolling interest in Legacy Lionsgate Studios Corp. | — | | | — | | | — | | | — | | | — | | | — | | | 389.7 | | | (11.3) | | | 378.4 | | | (100.2) | | | 278.2 | |
| Noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 33.6 | | | 33.6 | |
| Net loss | — | | | — | | | — | | | — | | | — | | | — | | | (244.7) | | | — | | | (244.7) | | | (13.2) | | | (257.9) | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (28.3) | | | (28.3) | | | (3.5) | | | (31.8) | |
| Redeemable noncontrolling interests adjustments | — | | | — | | | — | | | — | | | — | | | — | | | 9.0 | | | — | | | 9.0 | | | — | | | 9.0 | |
| Balance at December 31, 2024 | — | | | $ | — | | | 83.7 | | | $ | 674.5 | | | 156.6 | | | $ | 2,503.5 | | | $ | (3,422.7) | | | $ | 76.4 | | | $ | (168.3) | | | $ | (87.8) | | | $ | (256.1) | |
_________________________________
(a)Excludes redeemable noncontrolling interests, which are reflected in temporary equity (see Note 10).
See accompanying notes.
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LIONSGATE STUDIOS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| | | | | | | | | | | |
| Nine Months Ended |
| December 31, |
| 2025 | | 2024 |
| Operating Activities: | | | |
| Net loss | $ | (264.1) | | | $ | (259.5) | |
| Less: Net income (loss) from discontinued operations, net of tax | (16.5) | | | 34.7 | |
| Net loss from continuing operations, net of tax | (247.6) | | | (294.2) | |
| Adjustments to reconcile net loss from continuing operations, net of tax to net cash used in operating activities: | | | |
| Depreciation and amortization | 13.2 | | | 13.2 | |
| Amortization of films and television programs | 679.7 | | | 772.1 | |
| Amortization of debt financing costs and other non-cash interest | 7.0 | | | 23.3 | |
| Non-cash share-based compensation | 50.9 | | | 46.0 | |
| Other non-cash items | 50.6 | | | 25.5 | |
| Content and other impairments | 14.8 | | | 25.8 | |
| Loss on extinguishment of debt | 2.2 | | | 4.5 | |
| Equity interests (income) loss | 8.2 | | | (8.5) | |
| Gain on investments, net | (8.8) | | | — | |
| Deferred income taxes | 0.8 | | | 11.8 | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable, net | 44.0 | | | 318.5 | |
| Investment in films and television programs, net | (932.1) | | | (1,262.6) | |
| Other assets | 61.3 | | | (26.4) | |
| Accounts payable and accrued liabilities | (100.0) | | | (163.8) | |
| Participations and residuals | (32.8) | | | (83.8) | |
| Content related payables | (20.1) | | | (9.6) | |
| Deferred revenue | 87.0 | | | 262.6 | |
| Net Cash Flows Used In Operating Activities - Continuing Operations | (321.7) | | | (345.6) | |
| Net Cash Flows Provided By (Used In) Operating Activities - Discontinued Operations | 77.8 | | | (14.1) | |
| Net Cash Flows Used In Operating Activities | (243.9) | | | (359.7) | |
| Investing Activities: | | | |
| Acquisition of businesses, net of cash acquired (see Note 3) | (29.4) | | | — | |
| Net proceeds from purchase price adjustments for eOne acquisition | — | | | 12.0 | |
| Proceeds from the sale of equity method and other investments | 34.0 | | | 1.5 | |
| Acquisition of assets (film library and related assets) | — | | | (35.0) | |
| Investment in equity method investees and other | (2.3) | | | (2.0) | |
| Distributions from equity method investees and other | 0.3 | | | — | |
| Capital expenditures | (9.7) | | | (9.9) | |
| Repayment of loans receivable | — | | | 0.8 | |
| Net Cash Flows Used In Investing Activities - Continuing Operations | (7.1) | | | (32.6) | |
| Net Cash Flows Used In Investing Activities - Discontinued Operations | (1.5) | | | (13.7) | |
| Net Cash Flows Used In Investing Activities | (8.6) | | | (46.3) | |
| Financing Activities: | | | |
| Debt - borrowings, net of debt issuance and redemption costs | 2,331.6 | | | 3,557.7 | |
| Debt - repurchases and repayments | (2,396.3) | | | (3,493.0) | |
| Film related obligations - borrowings | 2,085.2 | | | 1,494.9 | |
| | | |
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LIONSGATE STUDIOS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| | | | | | | | | | | |
| Nine Months Ended |
| December 31, |
| 2025 | | 2024 |
| Film related obligations - repayments | (2,033.9) | | | (1,582.4) | |
| Cash settlement in connection with Starz Separation refinancing (see Note 7) | 262.8 | | | — | |
| Sale of noncontrolling interest in Legacy Lionsgate Studios Corp. (see Note 3) | (3.5) | | | 281.7 | |
| Purchase of noncontrolling interest | — | | | (7.4) | |
| Distributions to noncontrolling interest | (3.7) | | | (6.7) | |
| Exercise of stock options | 0.1 | | | 0.7 | |
| Tax withholding required on equity awards | (13.4) | | | (28.7) | |
| Net Cash Flows Provided By Financing Activities - Continuing Operations | 228.9 | | | 216.8 | |
| Net Cash Flows Provided By (Used In) Financing Activities - Discontinued Operations | (22.3) | | | 75.6 | |
| Net Cash Flows Provided By Financing Activities | 206.6 | | | 292.4 | |
| Net Change In Cash, Cash Equivalents and Restricted Cash | (45.9) | | | (113.6) | |
| Foreign Exchange Effects on Cash, Cash Equivalents and Restricted Cash | 2.3 | | | (3.7) | |
| Cash, Cash Equivalents and Restricted Cash - Beginning Of Period | 291.6 | | | 371.4 | |
| Cash, Cash Equivalents and Restricted Cash - End Of Period | $ | 248.0 | | | $ | 254.1 | |
See accompanying notes.
Table of Contents
LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General
Nature of Operations
Lionsgate Studios Corp. (NYSE: LION) (the “Company,” “Lionsgate,” “New Lionsgate,” “we,” “us” or “our”) is one of the world’s leading standalone, pure play content companies. It brings together diversified motion picture and television production and distribution businesses, a world-class portfolio of valuable brands and franchises, a talent management and production powerhouse and a more than 20,000-title film and television library, all driven by Lionsgate’s bold and entrepreneurial culture.
Prior to the Starz Separation, as further discussed below, Lions Gate Entertainment Corp. (formerly listed on the New York Stock Exchange (“NYSE”): LGF.A, LGF.B) (“Old Lionsgate”) encompassed the motion picture and television studio operations (formerly referred to as the “Studio Business”) and following the Studio Separation, as discussed in Note 3, Lionsgate Studios Corp. (formerly listed on the NASDAQ Global Select Market (“NASDAQ”): LION) (“Legacy Lionsgate Studios”), and the STARZ premium global subscription platform.
The continuing operations of Lionsgate consists of the Motion Picture and Television Production reportable segments. Motion Picture consists of the development and production of feature films, acquisition of North American and worldwide distribution rights, North American theatrical, home entertainment and television distribution of feature films produced and acquired, and worldwide licensing of distribution rights to feature films produced and acquired. Television Production consists of the development, production and worldwide distribution of television productions including television series, television movies and mini-series, and non-fiction programming. Television Production includes the domestic and international licensing of Starz original productions to Starz Entertainment Corp. (“Starz” and formerly the “Starz Business” of Old Lionsgate), and the ancillary market distribution of Starz original productions and licensed product. Additionally, the Television Production segment includes the results of operations of 3 Arts Entertainment, a talent management company.
Starz Separation
On May 6, 2025, through a series of transactions contemplated by a certain arrangement agreement, dated as of January 29, 2025, as amended by an amending agreement, dated as of March 12, 2025 (collectively, the “Arrangement Agreement”), the separation of the businesses of Legacy Lionsgate Studios, of which Old Lionsgate owned approximately 87.8%, and the Starz Business (the “Starz Separation”) was completed. As a result of the Arrangement Agreement, the pre-transaction shareholders of Old Lionsgate own shares in two separately traded public companies: (1) New Lionsgate, which was renamed “Lionsgate Studios Corp.” and holds, directly and through subsidiaries, the Studio Business previously held by Old Lionsgate, and is owned by Old Lionsgate shareholders and Legacy Lionsgate Studios shareholders, and (2) Old Lionsgate, which was renamed “Starz Entertainment Corp.” and holds, directly and through subsidiaries, the Starz Business that was previously held by Old Lionsgate (see Note 2).
Notwithstanding the legal form of the Starz Separation, for accounting and financial reporting purposes, in accordance with United States generally accepted accounting principles (“U.S. GAAP”), due to the relative significance of the Studio Business as compared to the Starz Business and the continued involvement of Old Lionsgate’s senior management with the Company following the completion of the Starz Separation, Old Lionsgate is considered the accounting spinnor or divesting entity and Starz is considered the accounting spinnee or divested entity. As a result, Old Lionsgate is the accounting predecessor to the Company, and the pro rata distribution of the Starz Business has been recorded through equity with no gain or loss recorded. The Starz Business is reflected as discontinued operations in the financial statements following the completion of the Starz Separation. See Note 2 for further information.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In connection with the completion of the Starz Separation and related transactions, pre-transaction Old Lionsgate shareholders holding Class A voting shares (“Old Lionsgate Class A Shares”) received one and twelve one-hundredths (1.12) Lionsgate new common shares (“Lionsgate Common Shares”) and one and twelve one-hundredths (1.12) Starz Entertainment Corp. common shares (“Starz Common Shares”) per Class A voting share held and pre-transaction Old Lionsgate shareholders holding Class B non-voting shares (“Old Lionsgate Class B Shares”) received one Lionsgate Common Share and one Starz Common Share per Class B non-voting share held. Pre-transaction Legacy Lionsgate Studios shareholders, other than Old Lionsgate, received, in exchange for each Legacy Lionsgate Studios common share, without par value (“Legacy Lionsgate Studios Common Shares”), they held, a number of Lionsgate Common Shares equal to the product of the Lionsgate Studios Consideration Shares (as defined below) divided by the total number of Legacy Lionsgate Studios Common Shares issued and outstanding immediately prior to the Starz Separation and held by Legacy Lionsgate Studios shareholders other than Old Lionsgate (such shares, the “LG Studios Flip Shares” and such ratio, the “LG Studios Reorganization Ratio”). The LG Studios Consideration Shares equals the aggregate number of Legacy Lionsgate Studios Common Shares obtained when the LG Studios Flip Percentage (as defined below) is multiplied by the quotient of (a) the aggregate number of Lionsgate Common Shares issued to Lionsgate shareholders divided by (b) 1 minus the LG Studios Flip Percentage. The LG Studios Flip Percentage equals the quotient, expressed as a percentage, of (1) the LG Studios Flip Shares divided by (2) the total number of Legacy Lionsgate Studios Common Shares issued and outstanding immediately prior to the Starz Separation. Such transactions by Legacy Lionsgate Studios shareholders are collectively referred to as the “LG Studios Flip.”
Each of Lionsgate and Starz Entertainment Corp. have a single class of “one share, one vote” common shares.
Following completion of the Starz Separation, Lionsgate Common Shares began trading under the symbol “LION” on the NYSE and Starz Common Shares began trading under the symbol “STRZ” on NASDAQ. Old Lionsgate Class A Shares and Old Lionsgate Class B Shares were withdrawn from listing on NYSE and Legacy Lionsgate Studios Common Shares were withdrawn from listing on NASDAQ.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Lionsgate and all of its majority-owned and controlled subsidiaries.
The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to quarterly report on Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three and nine months ended December 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2026. The balance sheet as of March 31, 2025 has been derived from the audited financial statements of Old Lionsgate, at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the audited consolidated financial statements and related notes included as Exhibit 99.1 to the Legacy Lionsgate Studios Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2025 (the “Form 10-K”).
Certain amounts presented in prior periods have been reclassified to conform to the current period presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to ultimate revenue and costs used for the amortization of investment in films and television programs; fair value of equity-based compensation; fair value of assets and liabilities for allocation of the purchase price of companies and assets acquired; income taxes including the assessment of valuation allowances for deferred tax assets; accruals for contingent liabilities; and impairment assessments for investment in films and television programs and goodwill. Actual results could differ from such estimates.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Segment Information
The Company has two reportable segments. The Company’s reportable segments have been determined based on the distinct nature of their operations, the Company’s internal management structure, and the financial information that is evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer (“CEO”) is the CODM. The CODM uses a measure of segment profit to evaluate the operating performance of the Company’s segments, to make decisions regarding the allocation of resources and to assess both current performance and future operating plans.
The measure of segment profit used by the CODM is consistent with the measure disclosed in Note 16 and excludes corporate overhead, share‑based compensation, restructuring charges and other items not allocated to the segments.
Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies as described in its consolidated financial statements as of March 31, 2025 and 2024 and for each of the three years in the period ended March 31, 2025 included as Exhibit 99.1 to Legacy Lionsgate Studios Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
Recent Accounting Pronouncements Not Yet Adopted
Income Taxes: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, the guidance requires all entities to disaggregate disclosures by jurisdiction on the amount of income taxes paid (net of refunds received), income or loss from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) from continuing operations. This guidance is effective for annual reporting periods beginning after December 15, 2024, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal year ending March 31, 2026. The disclosures required under the ASU can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.
Financial Instruments: In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses for Accounts Receivable and Contract Assets, providing all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. In addition, it allows entities to consider collection activity after the balance sheet date when developing estimates of expected credit losses. The provisions differ from current U.S. GAAP as current guidance requires an entity to consider adjustments to historical credit loss experience to reflect the extent to which management expects current conditions to differ from the conditions that existed for the period over which historical information was evaluated. This ASU is effective for interim periods within annual reporting periods beginning after December 15, 2025, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal 2027 interim reporting periods, with early adoption permitted. Entities should apply the practical expedient, if elected, prospectively to financial statements issued for reporting periods after the effective date. The Company will adopt this guidance for the interim periods within its fiscal year beginning April 1, 2026, and is currently evaluating the impact of electing the practical expedient and the impact it may have on its consolidated financial statements and disclosures.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Income Statement: In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (Subtopic 220-40), requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal year ending March 31, 2028 and interim reporting periods beginning in fiscal 2029, with early adoption permitted. The disclosures required under the ASU can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.
Business Combinations: In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”). This standard clarifies the guidance in determining the acquirer in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. This ASU is effective for interim periods within annual reporting periods beginning after December 15, 2026, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal 2028 interim reporting periods, with early adoption permitted. ASU 2025-03 requires that an entity apply the new guidance prospectively to any acquisition that occurs after the initial application date. The Company will adopt this guidance for the interim periods within its fiscal year beginning April 1, 2027, and the Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.
Interim Reporting: In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements. The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. This update is effective for interim periods within annual reporting periods beginning after December 15, 2027, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal 2029 interim reporting periods, with early adoption permitted. The Company will adopt this guidance for the interim periods within its fiscal year beginning April 1, 2028, and does not expect it to have a material effect on its consolidated financial statements and disclosures.
Government Grants: In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal 2030 interim reporting periods, with early adoption permitted. The Company will adopt this guidance for the interim periods within its fiscal year beginning April 1, 2029. The Company is currently evaluating the impact of adopting ASU 2025-10.
2. Discontinued Operations
As described in Note 1, on May 6, 2025, the Starz Separation was completed. The Starz Business, previously presented as the Media Networks segment of Old Lionsgate, is presented as discontinued operations within these unaudited condensed consolidated financial statements.
Income (loss) from discontinued operations of the Starz Business consists of the following:
Table of Contents
LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Revenues | $ | 342.3 | | | $ | 127.3 | | | $ | 1,034.7 | |
| Expenses: | | | | | |
| Direct operating | 169.6 | | | 71.7 | | | 480.6 | |
| Distribution and marketing | 94.3 | | | 26.3 | | | 297.8 | |
| General and administration | 20.2 | | | 10.0 | | | 65.6 | |
| Depreciation and amortization | 39.4 | | | 19.6 | | | 122.2 | |
| Restructuring and other | 10.8 | | | 15.1 | | | 7.0 | |
| Total expenses | 334.3 | | | 142.7 | | | 973.2 | |
| Operating income (loss) | 8.0 | | | (15.4) | | | 61.5 | |
| Interest expense | (5.4) | | | (0.4) | | | (17.1) | |
| Interest and other income | — | | | — | | | 0.1 | |
| Other expenses | (1.7) | | | (0.6) | | | (5.4) | |
| Loss on extinguishment of debt | — | | | — | | | (2.2) | |
| Income (loss) from discontinued operations before income taxes | 0.9 | | | (16.4) | | | 36.9 | |
| Income tax benefit (provision) | 0.3 | | | (0.1) | | | (2.2) | |
| Net income (loss) from discontinued operations, net of income taxes | $ | 1.2 | | | $ | (16.5) | | | $ | 34.7 | |
Financial results of the Starz Business for the nine months ended December 31, 2025 are through the date of the Starz Separation, May 6, 2025.
General and administrative corporate overhead costs previously allocated to the Starz Business in the three and nine months ended December 31, 2024, of $2.5 million and $9.3 million, respectively, do not meet the criteria to be presented as discontinued operations and are therefore excluded from amounts presented above. Expenses incurred directly attributable to the Starz Separation, including legal, accounting and tax advisory services, are reflected as discontinued operations, including nil and $10.1 million for the three months ended December 31, 2025 and 2024, respectively, and $7.9 million and $13.7 million for the nine months ended December 31, 2025 and 2024, respectively.
Discontinued operations include only interest and related expenses associated with debt obligations that were directly attributable to the Starz Business or remained with Starz following the completion of the Starz Separation. This includes the Existing Notes which were issued by a Starz entity, and to the extent not exchanged for Senior Notes, as further described in Note 7, remained with Starz, along with any other film related and other obligations directly related to the Starz Business. No other interest expense was allocated to discontinued operations.
Lionsgate has separately reported the assets and liabilities of the discontinued operations of the Starz Business in its unaudited condensed consolidated balance sheet as of March 31, 2025. These assets and liabilities consist of the following:
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | |
| March 31, 2025 |
| (Amounts in millions) |
| ASSETS | |
| Cash and cash equivalents | $ | 11.2 | |
| Accounts receivable, net | 50.9 | |
| Other current assets | 13.7 | |
| Total current assets - discontinued operations | 75.8 | |
| Investment in films and television programs and program rights, net | 918.9 | |
| Property and equipment, net | 48.6 | |
| Intangible assets, net | 816.0 | |
| Other assets | 40.1 | |
| Total assets - discontinued operations | $ | 1,899.4 | |
| |
| LIABILITIES | |
| Accounts payable | $ | 53.6 | |
| Content related payables | 99.3 | |
| Other accrued liabilities | 40.9 | |
| Residuals | 27.7 | |
| Film related obligations | 90.9 | |
| Deferred revenue | 38.4 | |
| Total current liabilities - discontinued operations | 350.8 | |
| Debt | 318.3 | |
| Other liabilities | 75.7 | |
| Deferred tax liabilities | 7.2 | |
| Total liabilities - discontinued operations | $ | 752.0 | |
Continuing involvement with Starz Entertainment Corp.
Transition Services Agreement. In connection with the Starz Separation, the Company and Starz entered into a transition services agreement pursuant to which the Company and Starz provide to each other, on an interim, transitional basis, various services, such as services related to production (such as music creative/supervision), finance, accounting, legal, information technology, human resources, investor relations, employee benefits and other services, for periods generally up to thirteen (13) months following the completion of the Starz Separation. During the three and nine months ended December 31, 2025, the Company recognized $0.3 million and $0.8 million, respectively, of transition services agreement reimbursement as a reduction to general and administration expense within these unaudited condensed consolidated financial statements.
Content Licensing. Following the Starz Separation, the Company and Starz will continue to be parties to certain commercial agreements, including: (i) master originals content licensing agreements that will license subscription video on demand ("SVOD") and pay television rights to Starz for certain of the Company’s owned first-run original series for the U.S. and Canada; (ii) library license agreements that will license SVOD and pay television rights to Starz for certain of the Company’s owned library series and film content for the U.S. and Canada; (iii) a multiyear pay-one television output arrangement, granting Starz an exclusive U.S. pay television/SVOD license for Lionsgate- or Summit-branded films theatrically released in the U.S.; and (iv) a distribution agreement authorizing the Company to globally distribute on an exclusive basis off-platform linear, on-demand, and transactional rights to certain original series owned by Starz (subject to holdbacks to preserve periods of exclusivity for Starz’s platforms). The agreements have varying terms, with certain library license agreements currently extending through at least 2028 and the pay television/SVOD license for Lionsgate- or Summit-branded films theatrically released in the U.S. running through at least 2036. The Company’s net loss from continuing operations for the three and nine months ended December 31, 2025 includes $24.1 million and $140.2 million, respectively, of revenue from licensing agreements with Starz. Following the Starz Separation, the Company received $59.5 million and $224.2 million, respectively, from Starz related to the licensing agreements during the three and nine months ended December 31, 2025.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
3. Acquisitions
A & A Acquisition
On May 30, 2025, 3 Arts Entertainment LLC, (“3 Arts”), the Company’s talent management and television/film production company, purchased a 51% ownership in A & A Management Group LLC, (“A & A”), a full service sports and entertainment management company for $24.5 million of cash consideration and up to $6.8 million of additional consideration based on specified EBITDA thresholds through the fiscal year ending March 31, 2027. The acquisition was accounted for under the acquisition method of accounting, with the results of A & A included in the Company’s consolidated results from May 30, 2025. During the nine months ended December 31, 2025, based upon management's estimates, the Company finalized the valuation of the acquisition and allocated $31.0 million to goodwill, with the remainder primarily allocated to the fair values of intangible assets, cash and cash equivalents, accounts receivables and other liabilities, and $19.6 million was recorded as a redeemable noncontrolling interest, representing the noncontrolling interest holders’ 49% equity interest in A & A (see Note 10). The goodwill recorded as part of this acquisition arises from the key relationships in the sports and entertainment industry and is included in the Television Production segment (see Note 6). The goodwill will not be amortized for financial reporting purposes but will be deductible for federal tax purposes.
Acquired Library
On June 5, 2024, the Company invested approximately $35.0 million for a 51% members' interest in a newly formed limited liability company, CP LG Library Holdings, LLC (“CP LG”), with the Company designated as the managing member of CP LG. CP LG used the funds received from the Company, along with funds invested by the 49% member, to acquire a library of 46 films for approximately $68.6 million. Also on June 5, 2024, the Company entered into a distribution agreement with CP LG to distribute the titles in the acquired library. CP LG’s purchase included the film library (of which $48.3 million of the purchase price was allocated to investment in film and television programs for the film library), accounts receivable and certain liabilities associated with the film library, most notably participations and residuals liabilities.
The Company determined that CP LG is a variable interest entity (“VIE”) for which it is the primary beneficiary and is consolidated under the applicable accounting guidance as the Company has the power to direct the significant activities and the right to receive benefits and obligation to absorb losses of CP LG. The Company concluded that the acquired library and related assets and liabilities was not a business and therefore, accounted for the acquisition as an initial consolidation of a VIE that is not a business under the applicable accounting guidance. There was no gain or loss recognized upon initial consolidation of the VIE as the sum of the fair value of the consideration paid and noncontrolling interest equaled the fair value of the net assets on the acquisition date. See Note 10 for the noncontrolling interest recorded related to CP LG.
As of December 31, 2025, the unaudited condensed consolidated balance sheet includes assets and liabilities of CP LG totaling $63.0 million (which is primarily comprised of investment in film and television programs) and $4.3 million, respectively. The assets and liabilities of CP LG primarily consist of accounts receivable, investment in film and television programs, and participations and residuals.
Prior Period Business Combination Agreement
On May 13, 2024, Old Lionsgate consummated the business combination agreement (the “Business Combination Agreement”) with Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC (“New SEAC”), LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Old Lionsgate (“Studio HoldCo”), LG Orion Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Old Lionsgate (“StudioCo”) and other affiliates of SEAC (the “Closing”). Pursuant to the terms and conditions of the Business Combination Agreement, the Studio Business was combined with SEAC through a series of transactions, including an amalgamation of StudioCo and New SEAC under a Canadian plan of arrangement (the “Business Combination”). In connection with the closing of the Business Combination, New SEAC changed its name to “Lionsgate Studios Corp.” (referred to as “Legacy Lionsgate Studios”) and continued the existing business operations of StudioCo, which consisted of the Studio Business of Old Lionsgate. The “Studio Business” consists of the businesses of Old Lionsgate’s Motion Picture and Television Production segments, together with substantially all of Old Lionsgate’s corporate general and administrative functions and costs. Legacy Lionsgate Studios became a separate publicly-traded company, and its common shares commenced trading on NASDAQ under the symbol “LION” on May 14, 2024.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In connection with and prior to the Business Combination, Old Lionsgate and StudioCo entered into a separation agreement pursuant to which the assets and liabilities of the Studio Business were transferred to StudioCo such that StudioCo held, directly or indirectly, all of the assets and liabilities of the Studio Business (the “Studio Separation”).
Immediately following the Business Combination through immediately prior to the Starz Separation, approximately 87.8% of the total shares of Legacy Lionsgate Studios were held by Old Lionsgate, while 12.2% were owned by former SEAC public shareholders, SEAC founders and common equity financing investors. In addition to establishing Legacy Lionsgate Studios as a standalone publicly-traded entity, the transaction resulted in approximately $330.0 million of gross proceeds to Old Lionsgate. Net proceeds of $278.2 million, inclusive of transaction costs that remained accrued at March 31, 2025 and which were paid during the nine months ended December 31, 2025 totaling $3.5 million, were used to partially pay down amounts outstanding under Old Lionsgate's corporate debt. See Note 7 for further detail.
The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, SEAC was treated as the acquired company and the Studio Business was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Legacy Lionsgate Studios represented a continuation of the financial statements of the Studio Business, with the Business Combination treated as the equivalent of the Studio Business issuing stock for the historical net assets of SEAC, substantially consisting of cash held in the trust account, accompanied by a recapitalization of the Studio Business equity. The historical net assets of SEAC were stated at fair value, which approximated historical cost, with no goodwill or other intangible assets recorded. Prior to the Starz Separation, the Studio Business was a consolidated subsidiary of Old Lionsgate.
The Company recorded a reduction of noncontrolling interest in shareholders’ equity (deficit) and a reduction of accumulated other comprehensive income for the issuance of the Legacy Lionsgate Studios common shares, which was based upon the 12.2% ownership interest in the carrying value of Legacy Lionsgate Studios. The reduction in noncontrolling interest was due to the negative carrying value of Legacy Lionsgate Studios as of May 13, 2024, partially offset by an amount allocated to certain options described below. The difference between the net cash proceeds and the amounts recorded as noncontrolling interest and accumulated other comprehensive income was reflected as a reduction of accumulated deficit in the consolidated statement of shareholders’ equity (deficit). As described in Note 1, in connection with the Starz Separation, the LG Studios Flip occurred, resulting in the pre-transaction shareholders of Legacy Lionsgate Studios Common Shares, other than Old Lionsgate, receiving, in exchange for each Legacy Lionsgate Studios Common Share they held, a number of Lionsgate Common Shares, and therefore the noncontrolling interest in Legacy Lionsgate Studios was eliminated, see Note 10.
In connection with the Business Combination, 2,200,000 options (the “Sponsor Options”) to receive Legacy Lionsgate Studios common shares, were issued to certain noncontrolling interest holders, with an exercise price of $0.0001 per share. The Sponsor Options would become exercisable (i) on or after the date on which the trading price of Legacy Lionsgate Studios common shares (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) equals or exceeds $16.05 per share or (ii) if a Change of Control (as defined in the sponsor option agreement) occurs, subject to certain conditions. The Company recorded the Sponsor Options as part of the noncontrolling interest.
In connection with the Starz Separation, Legacy Lionsgate Studios amended the sponsor option agreement to include the Company as a party to the agreement and converted the Sponsor Options into options to purchase the Company’s common shares, see Note 13.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
4. Investment in Films and Television Programs
The predominant monetization strategy for all of the Company’s investments in films and television programs is on an individual film basis. Total investment in films and television programs is as follows:
| | | | | | | | | | | |
| December 31, 2025 | | March 31, 2025 |
| | (Amounts in millions) |
| Investment in Films and Television Programs: | | | |
| Released, net of accumulated amortization | $ | 1,108.8 | | | $ | 992.4 | |
| Completed and not released | 211.9 | | | 135.1 | |
| In progress | 805.4 | | | 779.5 | |
| In development | 97.2 | | | 87.2 | |
| Investment in films and television programs | $ | 2,223.3 | | | $ | 1,994.2 | |
At December 31, 2025, acquired film and television libraries have remaining unamortized costs of $215.7 million, which are monetized individually and are being amortized on a straight-line basis or the individual-film-forecast method over a weighted-average remaining period of approximately 12.7 years (March 31, 2025 - unamortized costs were $235.7 million).
Amortization of investment in film and television programs was $267.1 million and $679.7 million for the three and nine months ended December 31, 2025, respectively, and was included in direct operating expense in the unaudited condensed consolidated statements of operations (three and nine months ended December 31, 2024 - amortization was $277.8 million and $772.1 million, respectively).
Impairments. Investment in films and television programs include write-downs to fair value. Impairments that are recorded to direct operating expense are included in amortization expense. The following table sets forth impairments by segment and the line item on the unaudited condensed consolidated statement of operations for the three and nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Nine Months Ended December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| (Amounts in millions) |
| Impairments by segment: | | | | | | | |
Included in direct operating expense(1): | | | | | | | |
| Motion Picture | $ | — | | | $ | 0.2 | | | $ | — | | | $ | 18.8 | |
| Television Production | — | | | 0.4 | | | 1.5 | | | 0.4 | |
Impairments not included in segment operating results(2): | | | | | | | |
| | | | | | | |
| Included in restructuring and other | 2.3 | | | 7.3 | | | 10.9 | | | 6.8 | |
| $ | 2.3 | | | $ | 7.9 | | | $ | 12.4 | | | $ | 26.0 | |
________________
(1) Impairments included in direct operating expense are included in the amortization expense amounts as disclosed above.
(2) Impairments included in restructuring and other represents write-downs in connection with the restructuring of the Motion Picture and Television Production businesses. See Note 15 for further information.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
5. Investments
The Company’s investments consisted of the following:
| | | | | | | | | | | |
| December 31, 2025 | | March 31, 2025 |
| (Amounts in millions) |
| Investments in equity method investees | $ | 26.6 | | | $ | 68.1 | |
Other investments(1) | 9.7 | | | 9.7 | |
| $ | 36.3 | | | $ | 77.8 | |
________________
(1) Other investments represent equity investments without readily determinable fair values.
Equity Method Investments:
The Company has investments in various equity method investees with ownership percentages ranging from approximately 6% to 49%. These investments include:
•Roadside Attractions. Roadside Attractions is an independent theatrical distribution company.
•Pantelion Films. Pantelion Films is a joint venture with Videocine, an affiliate of Televisa, which produces, acquires and distributes a slate of English and Spanish language feature films that target Hispanic moviegoers in the U.S.
•42. 42 is a fully integrated management and production company, producing film, television and content, representing actors, writers, directors, comedians, presenters, producers, casting directors and media book rights; with offices in London and Los Angeles.
•STARZPLAY Arabia. STARZPLAY Arabia (Playco Holdings Limited) offers a STARZ-branded online subscription video-on-demand service in the Middle East and North Africa.
•Other. In addition to the equity method investments discussed above, the Company holds ownership interests in other immaterial equity method investees.
Sale of Equity Method Investment:
On April 17, 2025, the Company sold its equity method ownership interest in Spyglass, a global premium content company, for $31.9 million, resulting in a $3.1 million gain recorded within gain on investments on the Company's unaudited condensed consolidated statement of operations during the nine months ended December 31, 2025. The Company received proceeds of $28.9 million upon closing on May 17, 2025, with the remaining amount due to the Company on the first anniversary of the closing date.
6. Goodwill
Changes in the carrying value of goodwill by reportable segment were as follows:
| | | | | | | | | | | | | | | | | |
| Motion Picture | | Television Production | | Total |
| | (Amounts in millions) |
| Balance as of March 31, 2025 | $ | 396.9 | | | $ | 411.6 | | | $ | 808.5 | |
Business acquisitions(1) | — | | | 35.6 | | | 35.6 | |
Measurement period adjustments(2) | — | | | 2.7 | | | 2.7 | |
Balance as of December 31, 2025 | $ | 396.9 | | | $ | 449.9 | | | $ | 846.8 | |
________________
(1) In addition to the acquisition of A & A (see Note 3), during the nine months ended December 31, 2025, the Company acquired a controlling equity interest in OManagement, a talent agent firm, resulting in a $7.3 million allocation to goodwill.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(2) Measurement period adjustments for the acquisition of A & A reflect an increase to goodwill of $2.7 million resulting from a net decrease in the estimated fair value of the net assets acquired.
7. Debt
Total debt of the Company, excluding film related obligations, as of December 31, 2025 and March 31, 2025 was as follows:
| | | | | | | | | | | |
| | December 31, 2025 | | March 31, 2025 |
| | (Amounts in millions) |
| Corporate debt: | | | |
Term Loan A(1) | $ | — | | | $ | 314.4 | |
| Revolving Credit Facility | 30.0 | | | — | |
| Senior Notes | 389.9 | | | 389.9 | |
| eOne IP Credit Facility | 294.9 | | | 323.0 | |
| LG IP Credit Facility | 1,218.8 | | | 978.8 | |
| 3 Arts Credit Facility | 30.6 | | | — | |
| Total corporate debt | 1,964.2 | | | 2,006.1 | |
| Unamortized debt issuance costs | (41.4) | | | (33.2) | |
| Total debt, net | 1,922.8 | | | 1,972.9 | |
| Less current portion | (159.0) | | | (134.0) | |
| Noncurrent portion of debt | $ | 1,763.8 | | | $ | 1,838.9 | |
_______________________
(1)As further described below and in Note 1, in connection with the Starz Separation, all outstanding principal, interest and fees under the Old Lionsgate Credit Agreement (comprised of the previous Revolving Credit Facility and Term Loan A) were repaid in full.
Starz Separation:
On May 6, 2025, in connection with the Starz Separation, the Company fully repaid all outstanding principal, interest and fees under the credit and guarantee agreement dated December 8, 2016, as amended (the “Old Lionsgate Credit Agreement”). This included the repayment of $314.4 million in principal under Term Loan A and $255.0 million in principal under the previous revolving credit facility. All commitments thereunder were terminated. These repayments were made in part using net proceeds from a new Starz credit agreement that was entered into by Starz just prior to the closing of the Starz Separation.
In addition, the Company entered into a new credit agreement (the “Lionsgate Credit Agreement”) with Lions Gate Television Inc. (“LGTV”), as borrower, the guarantors referred to therein, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as administrative agent. See Lionsgate Credit Agreement (Revolving Credit Facility) below for further information. Further, LGTV assumed senior notes by way of supplemental indenture (the “Supplemental Indenture”). See Senior Notes below for further information.
Lionsgate Credit Agreement (Revolving Credit Facility)
Revolving Credit Facility Availability of Funds & Commitment Fee. The Lionsgate Credit Agreement provides for an $800.0 million senior secured revolving credit facility, which may be increased up to $1,200.0 million, subject to the terms and conditions set forth therein. Borrowing availability is limited by a borrowing base. As of December 31, 2025, $770.0 million of borrowing capacity was available. LGTV is required to pay a commitment fee of 0.375% per annum on the unused portion of the revolving facility.
Maturity Date. The Lionsgate Credit Agreement and commitments thereunder will mature on May 6, 2030.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Interest. Borrowings under the Lionsgate Credit Agreement bear interest at LGTV’s option, at either (i) Term SOFR (subject to a 0.00% floor) or (ii) a base rate, in each case plus a margin. The applicable margin is 2.50% for SOFR loans and 1.50% for base rate loans. As of December 31, 2025, the effective interest rate on outstanding borrowings was 6.19% before the impact of interest rate swaps. See Note 18 for interest rate swap detail.
Security and Guarantees. LGTV’s obligations under the Lionsgate Credit Agreement are guaranteed by the Company and substantially all of its wholly-owned restricted subsidiaries and secured by substantially all assets of LGTV and the guarantors, in each case subject to certain customary exceptions.
Covenants. The Lionsgate Credit Agreement contains customary affirmative and negative covenants that, subject to certain significant exceptions, limit the ability of the Company and its restricted subsidiaries to incur additional indebtedness or liens, make investments, engage in mergers, consolidations, asset sales or acquisitions, pay dividends or other restricted payments and enter into certain affiliate transactions. In addition, the Lionsgate Credit Agreement requires the Company to maintain a Liquidity Ratio (as defined in the Lionsgate Credit Agreement) of no less than 1.10 to 1.00 as of the last day of each fiscal quarter. As of December 31, 2025, the Company was in compliance with all applicable covenants.
Events of Default. The Lionsgate Credit Agreement includes customary events of default, including a change in control. Upon an event of default, lenders may terminate any remaining commitments and declare all outstanding principal and accrued interest immediately due and payable. In addition, the administrative agent may require the Company to provide cash collateral, equal to the full amount available under any letters of credit, regardless of whether any draws or other demands for payment have been made.
Senior Notes
On May 8, 2024, an indirect, wholly-owned subsidiary of Old Lionsgate issued $389.9 million aggregate principal amount of 5.5% senior notes due on April 15, 2029 (the “Senior Notes”) in exchange for an equivalent principal amount of the existing 5.5% senior notes due 2029 (the “Existing Notes”).
In connection with the completion of the Starz Separation, LGTV assumed the Senior Notes pursuant to a Supplemental Indenture. Under the Supplemental Indenture, LGTV became the primary obligor under the Senior Notes and assumed all obligations of the original issuer. The initial issuer was released and discharged from all obligations under the Senior Notes.
Certain Existing Notes that were not exchanged having an aggregate principal amount of $325.1 million as of March 31, 2025 remained with Starz following the Starz Separation and are therefore presented as discontinued operations. See Note 2.
Maturity Date. Following completion of the Starz Separation, the Senior Notes mature on April 15, 2030.
Interest. Following completion of the Starz Separation, the Senior Notes bear interest at 6.00% per annum payable semi-annually.
Security. LGTV’s obligations under the original and Supplemental Indenture are guaranteed by the Company and affiliated grantors. The Company and grantors have pledged substantially all existing and future owned assets, in each case subject to certain customary exceptions.
Covenants. The Senior Notes contain covenants that, subject to specified exceptions, restrict the Company’s ability to incur additional indebtedness, declare dividends or repurchase its common shares, make certain loans or investments, and dispose of certain assets, among other limitations. As of December 31, 2025, the Company was in compliance with all applicable covenants.
Optional Redemption. The Company may redeem the Senior Notes, in whole or in part, at any time at the applicable redemption price plus accrued and unpaid interest, if any, to the redemption date. The redemption prices (expressed as a percentage of the principal amount) are as follows: (i) prior to the first anniversary of the Separation Closing Date - 103.0%; (ii) on or after the first anniversary and prior to the second anniversary - 102.0%; (iii) on or after the second anniversary and prior to the third anniversary- 101.0%; (iv) on or after the third anniversary - 100%.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Change in Control. A change of control constitutes a triggering event requiring the Company to offer to purchase all outstanding Senior Notes, at 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date. In addition, certain asset dispositions may require the Company to apply excess proceeds to an offer to purchase the Senior Notes at 100% of the principal amount, plus accrued and unpaid interest, if any.
Capacity to Pay Dividends. As of December 31, 2025, the capacity to pay dividends under the Lionsgate Credit Agreement and the Senior Notes significantly exceeded the Company’s accumulated deficit balance or net loss from continuing operations. Accordingly, the Company’s net loss from continuing operations, net of income tax for the nine months ended December 31, 2025 of $247.6 million and accumulated deficit as of December 31, 2025 of $3,803.0 million did not impose restrictions on its ability to pay dividends as of December 31, 2025.
eOne IP Credit Facility:
In July 2024, certain subsidiaries of the Company entered into a senior secured amortizing term credit facility (the “eOne IP Credit Facility”) based on and secured by the Company’s intellectual property rights primarily associated with certain titles acquired as part of the eOne acquisition. The maximum principal amount of the eOne IP Credit Facility is $340.0 million, subject to the amount of collateral available, which is based on the valuation of unsold rights from the libraries. The eOne IP Credit Facility is subject to quarterly required principal payments of $8.5 million, beginning November 14, 2024, with the balance payable at maturity. Advances under the eOne IP Credit Facility bear interest at a rate equal to Term SOFR plus 2.25% per annum (effective interest rate of 5.94% as of December 31, 2025, before the impact of interest rate swaps, see Note 18). As of December 31, 2025, there was no available borrowing capacity under the eOne IP Credit Facility. The eOne IP Credit Facility matures on July 3, 2029.
LG IP Credit Facility:
In September 2024, certain subsidiaries of the Company entered into a $455.0 million senior secured amortizing term credit facility (the “LG IP Credit Facility”) based on and secured by the Company’s intellectual property rights primarily associated with certain titles. In November 2024 and December 2024, the Company closed amendments which increased the maximum principal amount of the LG IP Credit Facility to $850.0 million, and in March 2025, the Company closed an amendment which increased the maximum principal amount of the LG IP Credit Facility to $1.0 billion. On September 26, 2025, the Company closed an amendment which increased the maximum principal amount of the LG IP Credit Facility to $1.25 billion, which continues to be subject to the amount of collateral available, which is based on the valuation of unsold rights from the libraries.
The Company is subject to quarterly required principal payments of 2.5% of the applicable aggregate outstanding principal amount, with the balance payable at maturity. Advances under the LG IP Credit Facility bear interest at a rate equal to Term SOFR plus 2.25% per annum (effective interest rate of 5.94% as of December 31, 2025, before the impact of interest rate swaps, see Note 18). As of December 31, 2025, there was no available borrowing capacity under the LG IP Credit Facility. A portion of the proceeds were used to fully repay and terminate the Film Library Facility (see Note 8). The LG IP Credit Facility matures on September 30, 2029.
3 Arts Credit Facility:
On May 29, 2025 in preparation for the A & A purchase (see Note 3), 3 Arts entered into a $50.0 million senior secured credit facility (the “3 Arts Credit Facility”) based on and secured by a security interest in substantially all of the assets of 3 Arts and guarantors as defined in the 3 Arts Credit Facility, subject to certain exceptions. The 3 Arts Credit Facility also contains certain customary affirmative and negative covenants that are customary for similar financings. Payable at maturity, advances under the 3 Arts Credit Facility bear interest at a rate per annum equal to, at the borrower’s option, either Term SOFR or a base rate, in each case plus a margin of 2.50% for SOFR loans and 1.50% for base rate loans (effective interest rate of 6.19% as of December 31, 2025, before the impact of interest rate swaps, see Note 18 for interest rate swaps). The borrower will pay a commitment fee equal to 0.35% per annum in respect of unutilized commitments thereunder. As of December 31, 2025, there was $19.4 million of borrowing capacity available under the 3 Arts Credit Facility. The 3 Arts Credit Facility matures on May 29, 2029.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other Prior Period Debt Transactions:
During the nine months ended December 31, 2024, the Company used proceeds from the Business Combination to prepay $84.9 million of Term Loan A and $214.1 million of Term Loan B principal amounts, including accrued and unpaid interest on both loans. In addition, the Company used the proceeds from the LG IP Credit Facility to pay the remaining LGTV Term Loan B outstanding principal and unpaid interest balance of $605.1 million.
Loss on Extinguishment of Debt:
During the three and nine months ended December 31, 2025 and 2024, the Company recorded a loss on extinguishment of debt related to the transactions described above as summarized in the table below:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Nine Months Ended December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| (Amounts in millions) |
| Loss on Extinguishment of Debt: | | | | | | | |
Senior Notes exchange(1) | $ | — | | | $ | — | | | $ | — | | | $ | (2.7) | |
Term Loan A and B prepayments(2) | — | | | (0.3) | | | — | | | (1.8) | |
Revolving Credit Facility(3) | — | | | — | | | (1.0) | | | — | |
Film Related Obligations prepayment(4) | — | | | — | | | (1.2) | | | — | |
| $ | — | | | $ | (0.3) | | | $ | (2.2) | | | $ | (4.5) | |
________________
(1)The 5.5% Senior Notes exchange that occurred during the nine months ended December 31, 2024 was considered a modification of terms since the present value of the cash flows after the amendment differed by less than a 10% change from the present value of the cash flows on a creditor-by-creditor basis prior to the amendment. Accordingly, the unamortized debt issuance costs are being amortized over the applicable term of the debt and the third-party costs attributable to continuing operations of $2.7 million were expensed as a loss on extinguishment of debt in the nine months ended December 31, 2024. As discussed in Note 2, discontinued operations include interest and other related expenses associated with debt positions that remained with Starz following the completion of the Starz Separation, specifically the Existing Notes that were not exchanged for Senior Notes.
(2)The prepayments during the three and nine months ended December 31, 2024 were voluntary prepayments, allowable under the agreement with no penalty. The repayments were treated as extinguishments and all unamortized debt issuance costs were written off as losses on extinguishment.
(3)As discussed above, in connection with the Starz Separation, the previous revolving credit facility under the Old Lionsgate Credit Agreement was terminated and a new revolving credit facility was entered into under the Lionsgate Credit Agreement. The associated costs were accounted for as follows: (i) if the borrowing capacity (measured as the amount available under the revolving credit facility multiplied by the remaining term) was less than it was prior to the termination and issuance, measured on a creditor-by-creditor basis, the unamortized debt issuance costs were written off as a loss on extinguishment of debt in proportion to the decrease in borrowing capacity, and (ii) all fees paid to third-parties (i.e., new debt issuance costs) are being amortized over the term of the new revolving credit facility under the Lionsgate Credit Agreement.
(4)Represents issuance costs written off in connection with the early prepayment and termination of the Film Library Facility (see Note 8).
8. Film Related Obligations
Total film related obligations as of December 31, 2025 and March 31, 2025 were as follows:
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | |
| December 31, 2025 | | March 31, 2025 |
| | (Amounts in millions) |
| Film related obligations: | | | |
| Production Loans | $ | 1,471.9 | | | $ | 1,395.4 | |
| Production Tax Credit Facility | 333.1 | | | 280.0 | |
| Backlog Facility and Other | 258.4 | | | 238.9 | |
| Film Library Facility | — | | | 75.9 | |
| Total film related obligations | 2,063.4 | | | 1,990.2 | |
| Unamortized issuance costs | (10.9) | | | (7.3) | |
| Total film related obligations, net | 2,052.5 | | | 1,982.9 | |
| Less current portion | (1,214.0) | | | (1,617.8) | |
| Total film related obligations - noncurrent | $ | 838.5 | | | $ | 365.1 | |
Production Loans:
Production loans represent individual and multi-title loans for the production of film and television programs that the Company produces. The majority of the Company’s production loans have contractual repayment dates either at or near the expected completion or release dates, with the exception of certain loans containing repayment dates on a longer term basis, and incur primarily SOFR-based interest at a weighted average rate of 5.48% (before the impact of interest rate swaps, see Note 18 for interest rate swaps). Production loans amounting to $1,256.6 million are secured by collateral which consist of the underlying rights related to the intellectual property (i.e., film or television show), and $215.3 million are unsecured as of December 31, 2025.
Production Tax Credit Facility:
In January 2021, as amended in May 2025, the Company entered into a non-recourse senior secured revolving credit facility (the “Production Tax Credit Facility”) which is collateralized solely by certain of the Company’s tax credit receivables. As of December 31, 2025, the Production Tax Credit Facility had a maximum principal amount of $380.0 million, subject to the availability of eligible collateral. Collateral eligibility is determined based on specified percentages of amounts payable to the Company by governmental authorities under tax incentive laws in certain jurisdictions related to the production or exploitation of motion pictures and television programming in such jurisdictions. Cash collections from the tax credit receivables are used to repay outstanding borrowings under the facility. As of December 31, 2025, $402.2 million in tax credit receivables served as collateral and $46.9 million remained available for borrowing. Advances under the facility bear interest at either (i) SOFR plus 0.10% plus 1.50% per annum, or (ii) the base rate plus 0.50% per annum, resulting in an effective interest rate of 5.29% as of December 31, 2025. The Production Tax Credit Facility matures on January 27, 2028.
Film Library Facility:
In July 2021, as amended in September 2022, certain subsidiaries of the Company entered into a senior secured amortizing term credit facility (the “Film Library Facility”). The facility was collateralized exclusively by the Company’s rights in certain acquired film library titles. The maximum principal amount available under the Film Library Facility was $161.9 million, subject to the valuation of eligible collateral, which was based on projected cash flows from the libraries. Repayment of the facility was funded through cash flows generated from the exploitation of these rights, and was subject to cumulative minimum guaranteed payment amounts. During September 2025, the remaining outstanding balance of $59.7 million was fully repaid and all commitments were terminated.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Backlog Facility and Other:
Backlog Facility. In March 2022, as amended in June 2025, certain subsidiaries of the Company entered into a committed secured revolving credit facility (the “Backlog Facility”) based on and secured by collateral consisting solely of certain of the Company’s fixed fee or minimum guarantee contracts where cash will be received in the future. The maximum principal amount of the Backlog Facility as of December 31, 2025 is $175.0 million, subject to the amount of eligible collateral contributed to the facility. Advances under the Backlog Facility bear interest at a rate equal to Term SOFR plus 0.10% to 0.25% depending on the SOFR term (i.e., one, three or six months), plus an applicable margin amounting to 1.15% per annum. The applicable margin is subject to a potential increase to either 1.25% or 1.50% based on the weighted average credit quality rating of the collateral contributed to the facility (effective interest rate of 4.94% at December 31, 2025). The Backlog Facility revolving period ends on May 30, 2028, at which point cash collections from the underlying collateral is used to repay the facility. The facility maturity date is up to 2 years, 90 days after the revolving period ends, currently August 28, 2030. As of December 31, 2025, there was $146.9 million outstanding under the Backlog Facility, resulting in $28.1 million available borrowing capacity under the Backlog Facility (as of March 31, 2025, $135.7 million was outstanding).
Other. The Company has other loans, which are secured by accounts receivable and contracted receivables which are not yet recognized as revenue under certain licensing agreements. Outstanding loan balances under these “other” loans must be repaid with any cash collections from the underlying collateral if and when received by the Company and may be voluntarily repaid at any time without prepayment penalty fees. As of December 31, 2025, there was $111.5 million outstanding (as of March 31, 2025, $103.2 million was outstanding) under the “other” loans, incurring SOFR-based interest at a weighted average rate of 5.24%, with remaining contractual repayment dates in April 2026, July 2026 and December 2027. As of December 31, 2025, accounts receivable amounting to $67.0 million and contracted receivables not yet reflected as accounts receivable on the balance sheet as of December 31, 2025 amounting to $60.4 million represented collateral related to the “other” loans.
9. Fair Value Measurements
Fair Value
Accounting guidance and standards about fair value define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Fair Value Hierarchy
Fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance and standards establish three levels of inputs that may be used to measure fair value:
•Level 1 — Quoted prices in active markets for identical assets or liabilities.
•Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
The following table sets forth the assets and liabilities required to be carried at fair value on a recurring basis as of December 31, 2025 and March 31, 2025:
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 | | March 31, 2025 |
| Level 1 | | Level 2 | | Total | | Level 1 | | Level 2 | | Total |
| Assets: | (Amounts in millions) |
Forward exchange contracts (see Note 18) | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1.8 | | | $ | 1.8 | |
| | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | |
Forward exchange contracts (see Note 18) | — | | | 4.0 | | | 4.0 | | | — | | | — | | | — | |
Interest rate swaps (see Note 18) | — | | | 4.4 | | | 4.4 | | | — | | | 3.1 | | | 3.1 | |
The following table sets forth the carrying values and fair values of the Company’s outstanding debt and film related obligations at December 31, 2025 and March 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 | | March 31, 2025 |
| (Amounts in millions) |
| Carrying Value | | Fair Value(1) | | Carrying Value | | Fair Value(1) |
| | | (Level 2) | | | | (Level 2) |
| Term Loan A | $ | — | | | $ | — | | | $ | 313.4 | | | $ | 312.9 | |
| Revolving Credit Facility | 17.1 | | | 30.0 | | | — | | | — | |
| Senior Notes | 382.8 | | | 368.4 | | | 381.6 | | | 360.9 | |
| eOne IP Credit Facility | 290.2 | | | 294.9 | | | 317.6 | | | 323.0 | |
| LG IP Credit Facility | 1,202.7 | | | 1,218.8 | | | 962.9 | | | 978.8 | |
| 3 Arts Credit Facility | 30.1 | | | 30.6 | | | — | | | — | |
| Production Loans | 1,467.2 | | | 1,471.9 | | | 1,393.9 | | | 1,395.4 | |
| Production Tax Credit Facility | 329.4 | | | 333.1 | | | 276.2 | | | 280.0 | |
| Backlog Facility and Other | 256.1 | | | 258.4 | | | 238.4 | | | 238.9 | |
| Film Library Facility | — | | | — | | | 74.4 | | | 75.9 | |
________________
(1)The Company measures the fair value of its outstanding debt using discounted cash flow techniques that use observable market inputs, such as SOFR-based yield curves and credit ratings (Level 2 measurements).
The Company’s financial instruments also include cash and cash equivalents, accounts receivable, accounts payable, content related payables, other accrued liabilities, and other liabilities. The carrying values of these financial instruments approximate their fair values as of December 31, 2025 and March 31, 2025.
10. Noncontrolling Interests
Redeemable Noncontrolling Interests
Redeemable noncontrolling interests as of December 31, 2025 and March 31, 2025 (included in temporary equity on the consolidated balance sheets) primarily relate to 3 Arts Entertainment. In addition, redeemable noncontrolling interests included Pilgrim Media Group prior to the purchase of additional interest in July 2024 and includes A & A after the acquisition in May 2025. See further information below.
Redeemable noncontrolling interests are measured at the greater of (i) the redemption amount that would be paid if settlement occurred at the balance sheet date less the amount attributed to unamortized noncontrolling interest discount if applicable, or (ii) the historical value resulting from the original acquisition date value plus or minus any earnings or loss attribution, plus the amount of amortized noncontrolling interest discount, less the amount of cash distributions that are not accounted for as compensation, if any. The amount of the redemption value in excess of the historical values of the noncontrolling interest, if any, is recognized as an increase to redeemable noncontrolling interest and a charge to retained earnings or accumulated deficit.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The table below presents the reconciliation of changes in redeemable noncontrolling interests:
| | | | | | | | | | | |
| Nine Months Ended |
| December 31, |
| 2025 | | 2024 |
| (Amounts in millions) |
| Beginning balance | $ | 93.7 | | | $ | 123.3 | |
| Net income (loss) attributable to redeemable noncontrolling interests | 0.3 | | | (1.6) | |
| Adjustments to redemption value | 0.3 | | | 0.9 | |
| Cash (distributions) contributions | (2.0) | | | 0.5 |
| Acquisition of noncontrolling interests | 21.4 | | | — | |
| Purchase of additional interest | — | | | (23.4) | |
| Ending balance | $ | 113.7 | | | $ | 99.7 | |
3 Arts Entertainment. The Company has a noncontrolling interest in 3 Arts Entertainment, of which a portion is reflected as a redeemable noncontrolling interest, and a portion is reflected as a liability as “other noncurrent liabilities” in the unaudited condensed consolidated balance sheets.
•Redeemable noncontrolling interest: The redeemable noncontrolling interest balance related to 3 Arts Entertainment of $87.5 million as of December 31, 2025 reflects the fully vested equity portion of the noncontrolling interest, which is classified as redeemable noncontrolling interest outside of shareholders’ equity on the Company’s consolidated balance sheets due to the purchase and sale rights beginning in 2027 which were determined to be embedded in the noncontrolling interest, and are outside the control of the Company. The redeemable noncontrolling interest is being adjusted to its redemption value through accumulated deficit through the sale or purchase right date in January 2027. The noncontrolling interest holders have the right to sell to the Company and the Company has the right to purchase the noncontrolling interest holders remaining (24%) interest beginning in January 2027.
Changes in the carrying value of the redeemable noncontrolling interest are reflected in the calculation of basic and diluted net income or loss per common share attributable to Lionsgate Studios Corp. shareholders, if dilutive, or to the extent the adjustments represent recoveries of amounts previously reflected in the computation of basic and diluted net income or loss per common share attributable to Lionsgate Studios Corp. shareholders (see Note 12).
•Noncontrolling interest reflected as a liability: A portion of the 3 Arts Entertainment noncontrolling interest is considered compensatory, as it is subject to forfeiture provisions upon termination of employment under certain circumstances. The noncontrolling interest holders’ right to sell their interest to the Company, and the Company’s right to purchase the noncontrolling interest, are formula-based amounts (i.e., a fixed EBITDA multiple), subject to a minimum purchase price, rather than being based on fair value. Since the redemption features described above are based on a formula using a fixed multiple, the compensatory portion of the noncontrolling interest is considered a liability award and remeasured at each reporting period, with any changes in estimated redemption value recognized as a charge or benefit in general and administrative expense in the consolidated statements of operations over the vesting period (i.e., the period from January 2, 2024 to the sale or purchase right date in January 2027).
As of December 31, 2025, approximately $89.4 million is reflected as “other noncurrent liabilities” in the unaudited condensed consolidated balance sheet based on the estimated redemption amount recalculated at the current quarter end.
Earned distributions are accounted for as compensation since such amounts are allocated to the holders based on performance and are being expensed within general and administrative expense as incurred.
A & A. On May 30, 2025, 3 Arts acquired a 51% ownership in A & A (see Note 3 for additional details). The noncontrolling interest balance of $19.6 million reflects the fully vested equity portion of the remaining 49% equity interest in A & A, and is presented as a redeemable noncontrolling interest outside of shareholders’ equity on the Company’s unaudited condensed consolidated balance sheet, due to put option rights embedded in the noncontrolling interest that are determined to be outside of the Company's control.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other. The Company has other immaterial redeemable noncontrolling interests.
Prior Period Redeemable Noncontrolling Interest
Pilgrim Media Group. In July 2024, the Company purchased the noncontrolling interest holder’s remaining 12.5% of Pilgrim Media Group for approximately $13.5 million, and recorded a reduction to redeemable noncontrolling interest of $23.4 million, representing the carrying value of the noncontrolling interest purchased, with the difference between the carrying value of the noncontrolling interest purchased and the cash paid for the remaining interest recorded as a reduction to accumulated deficit of $9.9 million. Prior to the Company’s purchase of the remaining interest, the noncontrolling interest was presented as a redeemable noncontrolling interest outside of shareholders’ equity on the Company’s consolidated balance sheets, due to put option rights embedded in the noncontrolling interest that were determined to be outside of the Company's control.
Non-Redeemable Noncontrolling Interests
The Company has other noncontrolling interests that are not redeemable and classified in shareholders’ equity on the Company’s unaudited condensed consolidated balance sheets. These noncontrolling interests include:
Legacy Lionsgate Studios. In connection with the Business Combination discussed in Note 3, on May 13, 2024, the Company recorded a noncontrolling interest representing approximately 12.2% of Legacy Lionsgate Studios amounting to a reduction of noncontrolling interest in shareholders’ equity (deficit), due to the negative carrying value of Legacy Lionsgate Studios at May 13, 2024, partially offset by an amount allocated to certain options. See Note 3 for further information.
As described in Note 1, in connection with the Starz Separation, the LG Studios Flip occurred, resulting in the pre-transaction shareholders of Legacy Lionsgate Studios Common Shares, other than Old Lionsgate, receiving, in exchange for each Legacy Lionsgate Studios Common Share they held, a number of Lionsgate Common Shares, and therefore the noncontrolling interest in Legacy Lionsgate Studios was eliminated.
Other. In connection with the Company’s investment in CP LG and acquisition of the acquired library and related assets and liabilities discussed in Note 3, on June 5, 2024, the Company recorded a noncontrolling interest representing approximately 49% of CP LG amounting to $33.6 million ($30.0 million at December 31, 2025). See Note 3 for further information.
In addition, the Company has other immaterial noncontrolling interests that are not redeemable.
11. Revenue
The Company’s Motion Picture and Television Production segments generate revenue principally from the licensing of content in domestic theatrical exhibition, home entertainment (e.g., digital media and packaged media), television and international marketplaces.
Revenue by Segment, Market or Product Line
The table below presents revenue by segment, market or product line for the three and nine months ended December 31, 2025 and 2024:
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| (Amounts in millions) |
| Revenue by Type: | | | | | | | |
| Motion Picture | | | | | | | |
| Theatrical | $ | 70.7 | | | $ | 35.0 | | | $ | 117.9 | | | $ | 91.1 | |
| Home Entertainment | | | | | | | |
| Digital Media | 155.1 | | | 145.7 | | | 387.5 | | | 400.3 | |
| Packaged Media | 14.1 | | | 16.0 | | | 32.4 | | | 37.8 | |
| Total Home Entertainment | 169.2 | | | 161.7 | | | 419.9 | | | 438.1 | |
| Television | 43.1 | | | 38.3 | | | 117.0 | | | 235.0 | |
International(1) | 120.6 | | | 70.4 | | | 278.3 | | | 291.1 | |
| Other | 17.6 | | | 6.0 | | | 31.8 | | | 14.8 | |
| Total Motion Picture revenues | $ | 421.2 | | | $ | 311.4 | | | $ | 964.9 | | | $ | 1,070.1 | |
| | | | | | | |
| Television Production | | | | | | | |
| Television | 134.2 | | | 259.9 | | | 410.7 | | | 733.1 | |
| International | 85.4 | | | 59.3 | | | 162.1 | | | 144.8 | |
| Home Entertainment | | | | | | | |
| Digital Media | 58.0 | | | 55.5 | | | 148.6 | | | 108.7 | |
| Packaged Media | 1.2 | | | 1.7 | | | 2.8 | | | 3.0 | |
| Total Home Entertainment | 59.2 | | | 57.2 | | | 151.4 | | | 111.7 | |
| Other | 24.3 | | | 28.2 | | | 66.1 | | | 72.9 | |
| Total Television Production revenues | 303.1 | | | 404.6 | | | 790.3 | | | 1,062.5 | |
Intersegment eliminations(2) | — | | | (87.8) | | | (29.9) | | | (413.5) | |
| Total revenues | $ | 724.3 | | | $ | 628.2 | | | $ | 1,725.3 | | | $ | 1,719.1 | |
______________________
(1)During the first quarter of fiscal 2026, the Company began reflecting the results of operations of its streaming platform in India within the Motion Picture segment as such operations are not a part of the disposal group of the Starz Business. Accordingly, revenue of $2.2 million and $6.8 million was reclassified from the former Media Networks - Programming Revenues to Motion Picture - International in the three and nine months ended December 31, 2024, respectively, to conform to the current period presentation. Additionally, the Company sold its streaming platform in India in December 2025, see Note 15.
(2)Amounts reflect the impact of intersegment revenue from the Motion Picture and Television Production segments’ licensing motion pictures or television programming to the former Media Networks segment prior to the Starz separation on May 6, 2025. Following the Starz Separation, the Company and Starz will continue to be parties to certain commercial agreements. As a result, the impacts of licensing motion pictures or television programming to Starz following the Starz Separation are not eliminated in consolidation and are reflected in the consolidated results from continuing operations, see Note 2.
Remaining performance obligations represent deferred revenue on the balance sheet plus fixed fee or minimum guarantee contracts where the revenue will be recognized, and the cash received in the future (i.e., backlog). Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at December 31, 2025 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Rest of Year Ending March 31, 2026 | | Year Ending March 31, | | | | |
| | 2027 | | 2028 | | Thereafter | | Total |
| (Amounts in millions) |
| Remaining Performance Obligations | $ | 547.0 | | | $ | 1,107.6 | | | $ | 214.8 | | | $ | 117.3 | | | $ | 1,986.7 | |
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The above table does not include estimates of variable consideration for transactions involving sales or usage-based royalties in exchange for licenses of intellectual property. The revenues included in the above table include all fixed fee contracts regardless of duration.
Revenues of $77.9 million and $243.6 million, including variable and fixed fee arrangements, were recognized during the three and nine months ended December 31, 2025, respectively, from performance obligations satisfied prior to March 31, 2025. These revenues were primarily associated with the distribution of television and theatrical product in electronic sell-through and video-on-demand formats, and to a lesser extent, the distribution of theatrical product in the domestic and international markets related to films initially released in prior periods.
Accounts Receivable, Contract Assets and Deferred Revenue
The timing of revenue recognition, billings and cash collections affects the recognition of accounts receivable, contract assets and deferred revenue. See the unaudited condensed consolidated balance sheets or Note 19 for accounts receivable, contract assets and deferred revenue balances as of December 31, 2025 and March 31, 2025.
Accounts Receivable. Accounts receivable are presented net of estimated credit losses. The Company estimates credit losses for accounts receivable based on historical experience for the respective risk categories and current and future expected economic conditions. To assess collectability, the Company analyzes market trends, economic conditions, the aging of receivables and customer specific risks, and records an allowance for estimated credit losses expected over the lifetime of the receivables in direct operating expense.
The Company performs ongoing credit evaluations and monitors its credit exposure through active review of customers’ financial condition, aging of receivable balances, historical collection trends, and expectations about relevant future events that may significantly affect collectability. The Company generally does not require collateral for its trade accounts receivable.
Changes in the allowance for accounts receivable consisted of the following:
| | | | | | | | | | | | | | | | | | | | | |
| March 31, 2025 | | Provision for doubtful accounts | | | | | | December 31, 2025 |
| (Amounts in millions) |
| Provision for credit losses | $ | 5.6 | | | $ | 2.3 | | | | | | | $ | 7.9 | |
Contract Assets. Contract assets relate to the Company’s conditional right to consideration for completed performance under the contract (e.g., unbilled receivables). Amounts relate primarily to contractual payment holdbacks in cases in which the Company is required to deliver additional episodes or seasons of television content in order to receive payment, complete certain administrative activities, such as guild filings, or allow the Company’s customers' audit rights to expire. See Note 19 for contract assets as of December 31, 2025 and March 31, 2025.
Deferred Revenue. Deferred revenue relates primarily to customer cash advances or deposits received prior to when the Company satisfies the corresponding performance obligation. Deferred revenue as of December 31, 2025 increased as compared to March 31, 2025 due to the receipt of customers’ payments for certain motion pictures and television programs prior to the Company satisfying the corresponding performance obligation (i.e., completion and delivery of the motion pictures and television programs, and the start of the customers’ exploitation rights). Revenues of $38.4 million and $137.3 million, respectively, were recognized during the three and nine months ended December 31, 2025, related to the balance of deferred revenue as of March 31, 2025.
12. Net Loss Per Share
Basic net income (loss) per share is calculated based on the weighted average common shares outstanding for the period. As a result of the Starz Separation, weighted average common shares outstanding, basic and dilutive, for all periods prior to the Starz Separation, reflect pre-transaction Old Lionsgate Class A Shares multiplied by one and twelve one-hundredths (1.12) and pre-transaction Old Lionsgate Class B Shares. The LG Studios Flip is reflected as of close of the Starz Separation, May 6, 2025. Basic and diluted net income (loss) per share for the three and nine months ended December 31, 2025 and 2024 is presented below:
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions, except per share amounts) |
| Basic and Diluted Net Income (Loss) Per Common Share: | | | | | | | |
| Numerator: | | | | | | | |
| Net loss from continuing operations | $ | (46.2) | | | $ | (23.1) | | | $ | (252.0) | | | $ | (279.4) | |
| Less: Accretion of redeemable noncontrolling interest | — | | | (0.3) | | | (0.3) | | | (1.0) | |
| Net loss from continuing operations after accretion of redeemable noncontrolling interest | (46.2) | | | (23.4) | | | (252.3) | | | (280.4) | |
| Net income (loss) from discontinued operations | — | | | 1.2 | | | (16.5) | | | 34.7 | |
| Net loss attributable to Lionsgate Studios Corp. shareholders after accretion of redeemable noncontrolling interest | $ | (46.2) | | | $ | (22.2) | | | $ | (268.8) | | | $ | (245.7) | |
| Denominator: | | | | | | | |
| Weighted average common shares outstanding | 290.0 | | | 250.2 | | | 283.9 | | | 248.4 | |
| | | | | | | |
| Basic and diluted net loss per common share - continuing operations | $ | (0.16) | | | $ | (0.09) | | | $ | (0.89) | | | $ | (1.13) | |
| Basic and diluted net income (loss) per common share - discontinued operations | — | | | $ | — | | | (0.06) | | | 0.14 | |
| Basic and diluted net loss per common share | $ | (0.16) | | | $ | (0.09) | | | $ | (0.95) | | | $ | (0.99) | |
As a result of the net loss from continuing operations in the three and nine months ended December 31, 2025 and 2024, the dilutive effect of the share purchase options, RSUs, and contingently issuable shares were considered anti-dilutive and, therefore, excluded from diluted net loss per share. The weighted average anti-dilutive shares excluded from the calculation due to the net loss for the three and nine months ended December 31, 2025 totaled 4.0 million and 2.7 million, respectively (three and nine months ended December 31, 2024 - 1.1 million and 2.5 million, respectively).
Additionally, for the three and nine months ended December 31, 2025 and 2024, the outstanding issuable common shares presented below were excluded from diluted net loss per common share because their inclusion would have had an anti-dilutive effect regardless of net income or loss in the period:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Anti-dilutive shares issuable | | | | | | | |
| Share purchase options | 16.9 | | | 18.5 | | | 17.0 | | | 16.7 | |
| Restricted share units | 0.1 | | | 5.2 | | | 1.3 | | | 3.9 | |
| Other issuable shares | 4.0 | | | 4.7 | | | 3.8 | | | 4.1 | |
| Total weighted average anti-dilutive shares issuable excluded from diluted net loss per common share | 21.0 | | | 28.4 | | | 22.1 | | | 24.7 | |
13. Capital Stock
(a) Common Shares
Subsequent to the Starz Separation, the Company has an unlimited number of authorized shares to issue.
The table below outlines common shares reserved for future issuance:
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | |
| December 31, 2025 |
| | (Amounts in millions) |
| Stock options and share appreciation rights (SARs) outstanding | 16.9 | |
| Restricted share units — unvested | 16.3 | |
| Common shares available for future issuance | 16.1 | |
| Shares reserved for future issuance | 49.3 | |
As described in Note 1, in connection with the completion of the Starz Separation and related transactions, pre-transaction Old Lionsgate Class A Shares received one and twelve one-hundredths (1.12) Lionsgate Common Shares for each Class A share held and pre-transaction Old Lionsgate Class B Shares received one Lionsgate Common Share for each Class B Share held. Pre-transaction Legacy Lionsgate Studios shareholders, other than Old Lionsgate, received, in exchange for each Legacy Lionsgate Studios Common Share they held, LG Studios Flip Shares.
As of March 31, 2025, the Company had 500 million authorized Class A voting shares of which 83.7 million had been issued and 500 million authorized Class B non-voting shares of which 156.8 million had been issued.
(b) Preferred Shares
The Company has authorized 200 million shares of preferred stock with no par value. No shares have been issued as of December 31, 2025.
(c) Shareholder Rights Agreement
On May 6, 2025, the Company’s Board of Directors declared a dividend of one common share purchase right (a “Right”) for each outstanding Lionsgate Common Share, and adopted a shareholder rights plan, as set forth in the Shareholder Rights Agreement dated as of May 7, 2025 (the “Rights Agreement”), by and between the Company and Computershare Investor Services, Inc., as rights agent. The Rights may be exercised only when a holder has acquired 15% or more of the Company’s outstanding common shares (referred to as “Beneficial Ownership”). Each Right entitles the holder to purchase one common share at an exercise price of $32.00. All Rights will expire on May 7, 2026. The Board of Directors may redeem the Rights at any time, before the Rights are exercisable or expired, for $0.001 per Right. As of December 31, 2025, no rights have been exercised or redeemed.
(d) Share-based Compensation
Starz Separation - Incentive Plans. On May 6, 2025, the Company assumed the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, and the plan was amended and restated as the Lionsgate Studios Corp. 2025 Performance Incentive Plan (the “Lionsgate 2025 Plan”), and became effective, with respect to 58 million Lionsgate Common Shares. On May 6, 2025, the Company became the sponsor of the Lionsgate 2025 Plan. All awards outstanding immediately prior to the completion of the Starz Separation under the equity plans of Old Lionsgate and held by employees or directors who became employees or directors of Lionsgate after the Starz Separation, or by former employees (regardless of the division in which such former employee served), were converted into awards of the Company under the Lionsgate 2025 Plan, except that awards of individuals who will be serving as non-employee directors of both the Company and Starz were only partially converted into awards under the Lionsgate 2025 Plan.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company recognized the following share-based compensation expense during the three and nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Share-Based Compensation Expense: | | | | | | | |
| Stock options | $ | 0.7 | | | $ | 0.2 | | | $ | 0.9 | | | $ | 0.6 | |
| Restricted share units and other share-based compensation | 24.3 | | | 13.9 | | | 47.9 | | | 40.2 | |
| Share appreciation rights | 0.1 | | | 0.2 | | | 0.4 | | | 0.5 | |
| 25.1 | | | 14.3 | | | 49.2 | | | 41.3 | |
Impact of accelerated vesting on equity awards(1) | 0.9 | | | — | | | 1.7 | | | 4.7 | |
| Total share-based compensation expense | $ | 26.0 | | | $ | 14.3 | | | $ | 50.9 | | | $ | 46.0 | |
___________________
(1)Represents the impact of the acceleration of vesting schedules for equity awards pursuant to certain severance arrangements.
Share-based compensation expense, by expense category, consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Share-Based Compensation Expense: | | | | | | | |
| General and administration | $ | 25.1 | | | $ | 14.3 | | | $ | 49.2 | | | $ | 41.3 | |
| Restructuring and other | 0.9 | | | — | | | 1.7 | | | 4.7 | |
| $ | 26.0 | | | $ | 14.3 | | | $ | 50.9 | | | $ | 46.0 | |
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table sets forth the stock option, SARs and restricted share unit activity during the nine months ended December 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock Options and SARs |
| Old Lionsgate Class A Voting Shares | | Old Lionsgate Class B Non-Voting Shares | | Lionsgate |
| Number of Shares | | Weighted-Average Exercise Price | | Number of Shares | | Weighted-Average Exercise Price | | Number of Shares | | Weighted- Average Exercise Price |
| (Number of shares in millions) |
| Outstanding at March 31, 2025 | 2.3 | | | $ | 23.10 | | | 14.8 | | | $ | 13.86 | | | — | | | $ | — | |
| Granted | — | | | $ | — | | | — | | | $ | — | | | — | | | $ | — | |
| Options exercised | — | | | $ | — | | | — | | (1) | $ | 7.13 | | | — | | | $ | — | |
| Forfeited or expired | — | | (1) | $ | 7.70 | | | — | | (1) | $ | 11.29 | | | — | | | $ | — | |
| Outstanding at May 6, 2025 | 2.3 | | | $ | 23.09 | | | 14.8 | | | $ | 13.86 | | | — | | | $ | — | |
| Conversion | (2.3) | | | $ | — | | | (14.8) | | | $ | — | | | 17.1 | | | $ | 15.09 | |
| Granted | — | | | $ | — | | | — | | | $ | — | | | 0.2 | | | $ | 8.38 | |
| Options exercised | — | | | $ | — | | | — | | | $ | — | | | — | | (1) | $ | 7.64 | |
| Forfeited or expired | — | | | $ | — | | | — | | | $ | — | | | (0.4) | | | $ | 30.51 | |
Outstanding at December 31, 2025 | — | | | $ | — | | | — | | | $ | — | | | 16.9 | | | $ | 14.66 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Restricted Share Units |
| Old Lionsgate Class A Voting Shares | | Old Lionsgate Class B Non-Voting Shares | | Lionsgate |
| Number of Shares | | Weighted-Average Grant-Date Fair Value | | Number of Shares | | Weighted-Average Grant-Date Fair Value | | Number of Shares | | Weighted-Average Grant-Date Fair Value |
| (Number of shares in millions) |
| Outstanding at March 31, 2025 | 0.1 | | $ | 8.39 | | | 11.1 | | | $ | 8.17 | | | — | | | $ | — | |
| Granted | — | | $ | — | | | 0.1 | | | $ | 7.29 | | | — | | | $ | — | |
| RSUs vested | — | (1) | $ | 8.41 | | | — | | (1) | $ | 7.55 | | | — | | | $ | — | |
| Forfeited or expired | — | | $ | — | | | — | | (1) | $ | 7.97 | | | — | | | $ | — | |
| Outstanding at May 6, 2025 | 0.1 | | $ | 8.39 | | | 11.2 | | | $ | 8.16 | | | — | | | $ | — | |
| Conversion | (0.1) | | $ | — | | | (11.2) | | | $ | — | | | 11.0 | | | $ | 8.16 | |
| Granted | — | | $ | — | | | — | | | $ | — | | | 13.6 | | | $ | 6.47 | |
| RSUs vested | — | | $ | — | | | — | | | $ | — | | | (6.5) | | | $ | 8.14 | |
| Forfeited or expired | — | | $ | — | | | — | | | $ | — | | | (1.8) | | | $ | 7.42 | |
Outstanding at December 31, 2025 | — | | $ | — | | | — | | | $ | — | | | 16.3 | | | $ | 6.83 | |
__________________
(1)Represents less than 0.1 million shares.
(e) Share Repurchases
During the three and nine months ended December 31, 2025 and 2024, the Company did not repurchase any common shares. To date, approximately $288.1 million common shares have been repurchased, leaving approximately $179.9 million of authorized potential repurchases.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(f) SEAC Sponsor Options
In connection with the Business Combination, the Sponsor Options to receive Legacy Lionsgate Studios common shares were issued to certain noncontrolling interest holders, with an exercise price of $0.0001 per share. The Sponsor Options would become exercisable (i) on or after the date on which the trading price of Legacy Lionsgate Studios common shares (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) equals or exceeds $16.05 per share or (ii) if a Change of Control (as defined in the sponsor option agreement) occurs, subject to certain conditions. The Company recorded the Sponsor Options as part of the noncontrolling interest.
In connection with the Starz Separation, Legacy Lionsgate Studios amended the sponsor option agreement to include the Company as a party to the agreement and convert the Sponsor Options into options to purchase the Company’s common shares.
14. Income Taxes
The income tax provision for the three and nine months ended December 31, 2025 and 2024 is calculated by estimating the Company’s annual effective tax rate (estimated annual tax provision divided by estimated annual income before income taxes), and then applying the effective tax rate to income (loss) before income taxes for the period, plus or minus the tax effects of items that relate discretely to the period, if any.
The Company’s income tax provision differs from the federal statutory income tax rate applied to income (loss) before taxes due to the mix of earnings generated across the various jurisdictions in which operations are conducted. The Company’s income tax provision for the three and nine months ended December 31, 2025 and 2024 was impacted by changes in the valuation allowances against certain U.S. and foreign deferred tax assets, certain minimum taxes and foreign withholding taxes.
The Company’s income tax provision can be affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which the Company operates, changes in tax laws and regulations in those jurisdictions, changes in uncertain tax positions, changes in valuation allowances on its deferred tax assets, tax planning strategies available to the Company, and other discrete items.
On July 4, 2025, H.R. 1, commonly referred to as the One Big Beautiful Bill Act, was enacted in the U.S. H.R. 1 includes significant provisions, including the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the U.S. international tax framework, and the restoration of favorable tax treatment for certain business provisions. This legislation has multiple effective dates, with certain provisions becoming effective beginning in 2025 and others implemented through 2027. The legislation’s enactment does not materially impact the Company’s effective tax rate or cash flows from income taxes in the current fiscal year.
15. Restructuring and Other
Restructuring and other primarily consists of restructuring and severance costs, as well as certain transaction and other costs, when applicable. During the three and nine months ended December 31, 2025 and 2024, the Company also incurred certain other charges or benefits that are not indicative of normal ongoing operations. These amounts are included in direct operating expense in the condensed consolidated statements of operations and are described below:
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Restructuring and other: | | | | | | | |
Content and other impairments(1) | $ | 5.0 | | | $ | 7.3 | | | $ | 14.9 | | | $ | 25.8 | |
Severance(2) | 5.1 | | | 20.4 | | | 19.8 | | | 24.6 | |
Transaction and other costs(3) | (0.8) | | | 4.8 | | | 5.1 | | | 14.5 | |
| Total Restructuring and Other | 9.3 | | | 32.5 | | | 39.8 | | | 64.9 | |
| | | | | | | |
| Other unusual charges not included in restructuring and other or the Company’s operating segments: | | | | | | | |
COVID-19 related expense (benefit) included in direct operating expense(4) | — | | | — | | | 1.0 | | | (2.1) | |
Unallocated rent cost included in direct operating expense(5) | 7.9 | | | 4.1 | | | 19.4 | | | 14.6 | |
| Total restructuring and other and other unusual charges not included in restructuring and other | $ | 17.2 | | | $ | 36.6 | | | $ | 60.2 | | | $ | 77.4 | |
_______________________
(1)Content and other impairments primarily reflect $2.3 million and $10.9 million in content impairment charges and development cost write-offs recorded during the three and nine months ended December 31, 2025, respectively, in connection with the restructuring of the Motion Picture and Television Production businesses. Amounts in the three and nine months ended December 31, 2024 include content impairments of $7.3 million related to the Motion Picture and Television Production segments associated with exiting local production in certain international territories. In addition, the amounts in the three and nine months ended December 31, 2025 and 2024 include impairment charges related to certain operating lease right-of-use assets and leasehold improvements within the Television Production segment. These impairments are recognized as a result of facilities that are no longer expected to be utilized by the Company, primarily related to the integration of eOne.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(2)Severance costs were primarily related to workforce reduction actions undertaken in connection with restructuring and acquisition integration activities, as well as other cost-reduction initiatives.
(3)Transaction and other costs primarily relate to transaction, integration and legal costs incurred in connection with certain strategic transactions and restructuring activities, as well as costs associated with certain legal matters. For the nine months ended December 31, 2025, transaction costs associated with the Starz Separation are excluded, as such amounts are classified within discontinued operations. In addition, the three and nine months ended December 31, 2025 include a gain of $2.6 million from the sale of the Company’s streaming platform in India that was not a part of the disposal group of the Starz Business.
(4)Amounts in the nine months ended December 31, 2024 include insurance recoveries recognized in connection with certain COVID-19-related circumstances.
(5)Amounts represent rent cost for production facilities that were unutilized due to lower demand following the industry strikes and, as such, were not allocated to the Company’s segments.
Changes in the restructuring and other severance liability during the nine months ended December 31, 2025 and 2024 were as follows:
| | | | | | | | | | | |
| December 31, |
| 2025 | | 2024 |
| | (Amounts in millions) |
| Severance liability | | | |
| Beginning balance | $ | 23.6 | | | $ | 19.4 | |
| Accruals | 18.1 | | | 19.9 | |
| Severance payments | (28.6) | | | (16.0) | |
Ending balance(1) | $ | 13.1 | | | $ | 23.3 | |
_______________________
(1)As of December 31, 2025, the remaining severance liability of approximately $13.1 million is expected to be paid in the next 12 months.
16. Segment Information
The Company’s reportable segments have been determined based on the distinct nature of their operations, the Company’s internal management structure, and the financial information that is evaluated regularly by the Company’s CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company's Chief Executive Officer (“CEO”) is the CODM.
Following the Starz Separation, the Company no longer reports the Media Networks segment and currently has two reportable business segments: (1) Motion Picture and (2) Television Production.
(1) Motion Picture. Motion Picture consists of the development and production of feature films, acquisition of North American and worldwide distribution rights, North American theatrical, home entertainment and television distribution of feature films produced and acquired, and worldwide licensing of distribution rights to feature films produced and acquired.
(2) Television Production. Television Production consists of the development, production and worldwide distribution of television productions including television series, television movies and mini-series and non-fiction programming. Television Production includes the licensing of Starz original series productions to Starz, and the ancillary market distribution of Starz original productions and licensed product (prior to the Starz Separation, licensing to the former Media Networks segment). Additionally, the Television Production segment includes the results of operations of 3 Arts Entertainment.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In the ordinary course of business, the Company's reportable segments enter into transactions with one another. The most common types of intersegment transactions, prior to the Starz Separation, included licensing motion pictures or television programming (including Starz original productions) from the Motion Picture and Television Production segments to the former Media Networks segment. While intersegment transactions, prior to the Starz Separation, were treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses) were eliminated in consolidation and, therefore, did not affect consolidated results from operations. Following the Starz Separation, the Company and Starz will continue to be parties to certain commercial agreements. As a result, the impacts of licensing motion pictures or television programming to Starz following the Starz Separation are not eliminated in consolidation and are reflected in the consolidated results from continuing operations, see Note 2.
Segment information for the three and nine months ended December 31, 2025 and 2024 is presented below:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Segment revenues | | | | | | | |
| Studio Business: | | | | | | | |
Motion Picture(1) | $ | 421.2 | | | $ | 311.4 | | | $ | 964.9 | | | $ | 1,070.1 | |
| Television Production | 303.1 | | | 404.6 | | | 790.3 | | | 1,062.5 | |
| Total Studio Business | 724.3 | | | 716.0 | | | 1,755.2 | | | 2,132.6 | |
| Intersegment eliminations | — | | | (87.8) | | | (29.9) | | | (413.5) | |
| $ | 724.3 | | | $ | 628.2 | | | $ | 1,725.3 | | | $ | 1,719.1 | |
| Intersegment revenues | | | | | | | |
| Studio Business: | | | | | | | |
Motion Picture(1) | — | | 9.9 | | 3.1 | | | 146.2 | |
| Television Production | — | | 77.9 | | 26.8 | | | 267.3 | |
| Intersegment eliminations | — | | | 87.8 | | | 29.9 | | | 413.5 | |
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Segment direct operating expenses | | | | | | | |
| Studio Business: | | | | | | | |
Motion Picture(1) | 197.6 | | | 134.2 | | | 467.9 | | | 543.7 | |
| Television Production | 221.8 | | | 320.4 | | | 620.9 | | | 889.9 | |
| Total Studio Business | 419.4 | | | 454.6 | | | 1,088.8 | | | 1,433.6 | |
| Intersegment eliminations | — | | | (61.0) | | | (42.6) | | | (287.1) | |
| 419.4 | | | 393.6 | | | 1,046.2 | | | 1,146.5 | |
| Segment distribution and marketing | | | | | | | |
| Studio Business: | | | | | | | |
Motion Picture(1) | 140.2 | | | 71.4 | | | 334.7 | | | 280.9 | |
| Television Production | 13.0 | | | 8.8 | | | 39.2 | | | 27.3 | |
| Total Studio Business | 153.2 | | | 80.2 | | | 373.9 | | | 308.2 | |
| | | | | | | |
| Gross contribution | | | | | | | |
| Studio Business: | | | | | | | |
Motion Picture(1) | 83.4 | | | 105.8 | | | 162.3 | | | 245.5 | |
| Television Production | 68.3 | | | 75.4 | | | 130.2 | | | 145.3 | |
| Total Studio Business | 151.7 | | | 181.2 | | | 292.5 | | | 390.8 | |
| Intersegment eliminations | — | | | (26.8) | | | 12.7 | | | (126.4) | |
| 151.7 | | | 154.4 | | | 305.2 | | | 264.4 | |
| Segment general and administration | | | | | | | |
| Studio Business: | | | | | | | |
Motion Picture(1) | 24.9 | | | 23.1 | | | 70.6 | | | 75.7 | |
| Television Production | 12.6 | | | 14.5 | | | 36.0 | | | 49.3 | |
| Total Studio Business | 37.5 | | | 37.6 | | | 106.6 | | | 125.0 | |
| | | | | | | |
| Segment profit | | | | | | | |
| Studio Business: | | | | | | | |
Motion Picture(1) | 58.5 | | | 82.7 | | | 91.7 | | | 169.8 | |
| Television Production | 55.7 | | | 60.9 | | | 94.2 | | | 96.0 | |
| Total Studio Business | 114.2 | | | 143.6 | | | 185.9 | | | 265.8 | |
| Intersegment eliminations | — | | | (26.8) | | | 12.7 | | | (126.4) | |
| $ | 114.2 | | | $ | 116.8 | | | $ | 198.6 | | | $ | 139.4 | |
___________________
(1)During the first quarter of fiscal 2026, the Company began reflecting the results of operations of its streaming platform in India within the Motion Picture segment as such operations are not a part of the disposal group of the Starz Business. Accordingly, the following amounts were reclassified from the former Media Networks segment to the Motion Picture segment in the three and nine months ended December 31, 2024 to conform to the current period presentation: (i) revenue of $2.2 million and $6.8 million, respectively; (ii) direct operating expense of $1.6 million and $5.2 million, respectively; (iii) distribution and marketing expense of $0.8 million and $2.2 million, respectively; and (iv) general and administration expense of $0.7 million and $2.1 million, respectively, which resulted in gross contribution loss of $0.2 million and $0.6 million, respectively and segment loss of $0.9 million and $2.7 million, respectively.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company's primary measure of segment performance is its Studio Business segment profit. Segment profit is defined as gross contribution (segment revenues, less segment direct operating and segment distribution and marketing expense) less segment general and administration expenses. Segment profit excludes, when applicable, corporate general and administrative expense, restructuring and other costs, share-based compensation, certain content charges as a result of changes in management and/or content strategy, certain benefits or expenses related to the COVID-19 global pandemic, unallocated rent cost and purchase accounting and related adjustments. The Company believes the presentation of Studio Business segment profit is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company’s management, including the CODM, and enables them to understand the fundamental performance of the Company’s businesses. The CODM uses the Studio Business segment profit to evaluate the operating performance of the Company’s segments, to inform decisions for planning and forecasting, and for the allocation of resources.
The reconciliation of the total segment profit to the Company’s loss from continuing operations before income taxes is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Total segment profit | $ | 114.2 | | | $ | 116.8 | | | $ | 198.6 | | | $ | 139.4 | |
Corporate general and administrative expenses(1) | (28.9) | | | (30.9) | | | (90.0) | | | (96.3) | |
Adjusted depreciation and amortization(2) | (3.4) | | | (3.3) | | | (10.2) | | | (10.1) | |
| Restructuring and other | (9.3) | | | (32.5) | | | (39.8) | | | (64.9) | |
COVID-19 related (expense) benefit included in direct operating expense(3) | — | | | — | | | (1.0) | | | 2.1 | |
Unallocated rent cost included in direct operating expense(4) | (7.9) | | | (4.1) | | | (19.4) | | | (14.6) | |
Adjusted share-based compensation expense(5) | (25.1) | | | (14.3) | | | (49.2) | | | (41.3) | |
Purchase accounting and related adjustments(6) | (3.6) | | | (4.0) | | | (9.5) | | | (9.9) | |
| Operating income (loss) | 36.0 | | | 27.7 | | | (20.5) | | | (95.6) | |
| Interest expense | (65.0) | | | (63.7) | | | (200.9) | | | (195.1) | |
| Interest and other income | 4.0 | | | 3.1 | | | 11.8 | | | 11.5 | |
| Other income (loss), net | (7.6) | | | 10.2 | | | (21.5) | | | (5.2) | |
| Loss on extinguishment of debt | — | | | (0.3) | | | (2.2) | | | (4.5) | |
| Gain on investments, net | — | | | — | | | 8.8 | | | — | |
| Equity interests income (loss) | (5.1) | | | 7.6 | | | (8.2) | | | 8.5 | |
| Loss from continuing operations before income taxes | $ | (37.7) | | | $ | (15.4) | | | $ | (232.7) | | | $ | (280.4) | |
___________________
(1)Corporate general and administrative expenses include certain corporate executive expense (such as salaries and wages for the office of the Chief Executive Officer, Chief Financial Officer, General Counsel and other corporate officers), investor relations costs, costs of maintaining corporate facilities, and other unallocated common administrative support functions, including corporate accounting, finance and financial reporting, internal and external audit and tax costs, corporate and other legal support functions, and certain information technology and human resources expense. Corporate general and administrative expenses also include costs that were previously incurred in support of the Media Networks segment but are not directly attributable to it and thus were not recorded in discontinued operations, see Note 2.
(2)Adjusted depreciation and amortization represent depreciation and amortization as presented on our unaudited condensed consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in acquisitions which are included in the purchase accounting and related adjustments line item above, as shown in the table below:
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Depreciation and amortization | $ | 4.4 | | | $ | 4.4 | | | $ | 13.2 | | | $ | 13.2 | |
| Less: Amount included in purchase accounting and related adjustments | (1.0) | | | (1.1) | | | (3.0) | | | (3.1) | |
| Adjusted depreciation and amortization | $ | 3.4 | | | $ | 3.3 | | | $ | 10.2 | | | $ | 10.1 | |
(3)Amounts in the nine months ended December 31, 2024 include insurance recoveries recognized in connection with certain COVID-19-related circumstances (see Note 15). These charges and benefits are excluded from segment operating results.
(4)Amounts represent rent cost for production facilities that were unutilized due to lower demand following the industry strikes and, as such, are not allocated to the Company’s segments.
(5)The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Total share-based compensation expense | $ | 26.0 | | | $ | 14.3 | | | $ | 50.9 | | | $ | 46.0 | |
| Less: | | | | | | | |
Amount included in restructuring and other(i) | (0.9) | | | — | | | (1.7) | | | (4.7) | |
| Adjusted share-based compensation | $ | 25.1 | | | $ | 14.3 | | | $ | 49.2 | | | $ | 41.3 | |
_________________
(i)Amounts represent share-based compensation expense recorded within restructuring and other expenses, attributable to the accelerated vesting of equity awards pursuant to certain severance arrangements.
(6)Purchase accounting and related adjustments primarily consist of the amortization of non-cash fair value adjustments to certain assets acquired in acquisitions. The table below presents the amounts included in each financial statement line item:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Purchase accounting and related adjustments: | | | | | | | |
General and administrative expense(i) | $ | 2.6 | | | $ | 2.9 | | | $ | 6.5 | | | $ | 6.8 | |
| Depreciation and amortization | 1.0 | | | 1.1 | | | 3.0 | | | 3.1 | |
| $ | 3.6 | | | $ | 4.0 | | | $ | 9.5 | | | $ | 9.9 | |
_________________
(i)Amounts represent compensation expense associated with the noncontrolling equity interests in the distributable earnings of 3 Arts Entertainment. Due to the link to continued employment performance, these amounts are classified as general and administrative expense instead of noncontrolling interest in the consolidated statements of operations.
See Note 11 for revenues by media or product line as broken down by segment for the three and nine months ended December 31, 2025 and 2024.
The following table reconciles segment general and administration expense to the Company’s total consolidated general and administration expense:
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| (Amounts in millions) |
| General and administration | | | | | | | |
| Segment general and administrative expenses | $ | 37.5 | | | $ | 37.6 | | | $ | 106.6 | | | $ | 125.0 | |
| Corporate general and administrative expenses | 28.9 | | | 30.9 | | | 90.0 | | | 96.3 | |
| Share-based compensation expense included in general and administrative expense | 25.1 | | | 14.3 | | | 49.2 | | | 41.2 | |
| Purchase accounting and related adjustments | 2.6 | | | 2.9 | | | 6.5 | | | 6.8 | |
| $ | 94.1 | | | $ | 85.7 | | | $ | 252.3 | | | $ | 269.3 | |
The reconciliation of total segment assets to the Company’s total consolidated assets is as follows:
| | | | | | | | | | | |
| December 31, 2025 | | March 31, 2025 |
| | (Amounts in millions) |
| Assets | | | |
| Motion Picture | $ | 2,193.5 | | | $ | 1,865.8 | |
| Television Production | 2,402.2 | | | 2,279.3 | |
Other unallocated assets(1) | 648.5 | | | 777.6 | |
| Assets of discontinued operations | — | | | 1,899.4 | |
| $ | 5,244.2 | | | $ | 6,822.1 | |
___________________
(1)Other unallocated assets primarily consist of cash, other assets and investments.
17. Commitments and Contingencies
Commitments
During the three and nine months ended December 31, 2025, the Company did not have any material changes in its non-cancellable contractual obligations (other than activities in the ordinary course of business).
Contingencies
From time to time, the Company is involved in certain claims and legal proceedings arising in the normal course of business.
The Company establishes an accrued liability for claims and legal proceedings when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters.
As of December 31, 2025, the Company is not a party to any material pending claims or legal proceeding and is not aware of any other claims that it currently expects will, individually or in the aggregate, have a material adverse effect on the Company’s financial position, results of operations or cash flows.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
18. Derivative Instruments and Hedging Activities
Forward Foreign Exchange Contracts
The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses and tax credit receivables denominated in various foreign currencies (i.e., cash flow hedges). The Company also enters into forward foreign exchange contracts that economically hedge certain of its foreign currency risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions. Changes in the fair value of the foreign exchange contracts that are designated as hedges are reflected in accumulated other comprehensive income (loss), and changes in the fair value of foreign exchange contracts that are not designated as hedges and do not qualify for hedge accounting are recorded in direct operating expense. Gains and losses realized upon settlement of the foreign exchange contracts that are designated as hedges are amortized to direct operating expense on the same basis as the production expenses being hedged.
As of December 31, 2025, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 24 months from December 31, 2025):
| | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| Foreign Currency | | Foreign Currency Amount | | US Dollar Amount | | Weighted Average Exchange Rate Per $1 USD |
| | | (Amounts in millions) | | (Amounts in millions) | | |
| Euro | | 181.1 EUR | in exchange for | 212.1 USD | | 0.85 EUR |
| Australian Dollar | | 3.6 AUD | in exchange for | 2.3 USD | | 1.55 AUD |
| Canadian Dollar | | 34.0 CAD | in exchange for | 24.9 USD | | 1.36 CAD |
| Mexican Peso | | 27.3 MXN | in exchange for | 1.3 USD | | 20.88 MXN |
| Hungarian Forint | | 10,828.7 HUF | in exchange for | 32.0 USD | | 338.22 HUF |
| Thai Bhat | | 99.0 THB | in exchange for | 3.1 USD | | 32.13 THB |
Interest Rate Swaps
The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Company’s objective is to mitigate the impact of interest rate changes on earnings and cash flows. The Company primarily uses pay-fixed interest rate swaps to facilitate its interest rate risk management activities, which the Company generally designates as cash flow hedges of interest payments on floating-rate borrowings. Pay-fixed swaps effectively convert floating-rate borrowings to fixed-rate borrowings. The unrealized gains or losses from these designated cash flow hedges are deferred in accumulated other comprehensive income (loss) and recognized in interest expense as the interest payments occur. Changes in the fair value of interest rate swaps that are not designated as hedges are recorded in interest expense (see further explanation below).
Cash settlements related to interest rate contracts are generally classified as operating activities on the consolidated statements of cash flows.
Designated Cash Flow Hedges. As of December 31, 2025, the Company had the following pay-fixed interest rate swaps, which were designated as cash flow hedges outstanding (all related to the Company’s SOFR-based debt, see Note 7 and Note 8):
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | | | | | | | | |
| Effective Date | | Notional Amount | | Fixed Rate Paid | | Maturity Date |
| | (in millions) | | | | |
| August 15, 2024 | | $ | 65.0 | | | 4.045% | | September 15, 2026 |
| August 15, 2024 | | $ | 77.5 | | | 3.803% | | August 15, 2026 |
| August 15, 2024 | | $ | 77.5 | | | 3.810% | | September 15, 2026 |
| December 15, 2024 | | $ | 125.0 | | | 3.970% | | December 15, 2026 |
| January 31, 2025 | | $ | 100.0 | | | 4.060% | | January 31, 2027 |
| February 14, 2025 | | $ | 261.0 | | | 4.097% | | February 14, 2027 |
| April 14, 2025 | | $ | 93.0 | | | 3.449% | | April 14, 2027 |
| April 14, 2025 | | $ | 45.0 | | | 3.646% | | April 14, 2027 |
| July 1, 2025 | | $ | 42.8 | | | 3.591% | | June 14, 2027 |
| Total | | $ | 886.8 | | | | | |
Financial Statement Effect of Derivatives
Unaudited condensed consolidated statements of operations and comprehensive loss: The following table presents the pre-tax effect of the Company’s derivatives on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Derivatives designated as cash flow hedges: | | | | | | | |
| Forward exchange contracts | | | | | | | |
| Gain (loss) recognized in accumulated other comprehensive income | $ | 0.3 | | | $ | 2.4 | | | $ | (5.4) | | | $ | 3.5 | |
| Gain (loss) reclassified from accumulated other comprehensive income into direct operating expense | $ | 0.2 | | | $ | (0.1) | | | $ | 0.3 | | | $ | (1.2) | |
| Interest rate swaps | | | | | | | |
| Gain (loss) recognized in accumulated other comprehensive income | $ | 0.2 | | | $ | 1.6 | | | $ | 0.8 | | | $ | (1.1) | |
| Gain reclassified from accumulated other comprehensive income into interest expense | $ | 0.4 | | | $ | 2.0 | | | $ | 2.2 | | | $ | 24.3 | |
| | | | | | | |
| Derivatives not designated as cash flow hedges: | | | | | | | |
| Interest rate swaps | | | | | | | |
| Gain (loss) reclassified from accumulated other comprehensive income into interest expense | $ | 6.8 | | | $ | 1.4 | | | $ | 20.1 | | | $ | (1.7) | |
| | | | | | | |
| Total direct operating expense on consolidated statements of operations | $ | 427.3 | | | $ | 397.7 | | | $ | 1,066.6 | | | $ | 1,159.1 | |
| Total interest expense on consolidated statements of operations | $ | 65.0 | | | $ | 63.7 | | | $ | 200.9 | | | $ | 195.1 | |
Unaudited condensed consolidated balance sheets: The Company classifies its forward foreign exchange contracts and interest rate swap agreements within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (see Note 9). Pursuant to the Company’s accounting policy to offset the fair value amounts recognized for derivative instruments, the Company presents the asset or liability position of the swaps that are with the same counterparty under a master netting arrangement net as either an asset or liability in its unaudited condensed consolidated balance sheets. As of December 31, 2025 and March 31, 2025, there were no outstanding swaps that were subject to a master netting arrangement.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of December 31, 2025 and March 31, 2025, the Company had the following amounts recorded in the accompanying unaudited condensed consolidated balance sheets related to the Company’s use of derivatives:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2025 |
| | Other Assets (current) | | Other Assets (noncurrent) | | Other Accrued Liabilities (current) | | Other Liabilities (noncurrent) |
| | | (Amounts in millions) |
| Derivatives designated as cash flow hedges: | | | | | | | | |
| Forward exchange contracts | | $ | — | | | $ | — | | | $ | 4.0 | | | $ | — | |
| Interest rate swaps | | — | | | — | | | 1.2 | | | 3.2 | |
| Fair value of derivatives | | $ | — | | | $ | — | | | $ | 5.2 | | | $ | 3.2 | |
| | | | | | | | | | | | | | | | |
| | March 31, 2025 |
| | Other Assets (current) | | | | | | Other Liabilities (noncurrent) |
| | | (Amounts in millions) |
| Derivatives designated as cash flow hedges: | | | | | | | | |
| Forward exchange contracts | | $ | 1.8 | | | | | | | $ | — | |
| Interest rate swaps | | — | | | | | | | 3.1 | |
| Fair value of derivatives | | $ | 1.8 | | | | | | | $ | 3.1 | |
As of December 31, 2025, based on the current release schedule, the Company estimates approximately $2.8 million of gains associated with forward foreign exchange contract cash flow hedges in accumulated other comprehensive income will be reclassified into earnings during the one-year period ending December 31, 2026.
As of December 31, 2025, the Company estimates approximately $24.1 million of gains recorded in accumulated other comprehensive income associated with interest rate swap agreement cash flow hedges will be reclassified into interest expense during the one-year period ending December 31, 2026.
19. Additional Financial Information
The following tables present supplemental information related to the unaudited condensed consolidated financial statements.
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash and cash equivalents, restricted cash, and cash in assets of discontinued operations reported in the unaudited condensed consolidated balance sheets to the total amounts reported in the unaudited condensed consolidated statements of cash flows as of December 31, 2025 and March 31, 2025. As of December 31, 2025 and March 31, 2025, restricted cash represents primarily amounts related to required cash reserves for interest payments associated with certain corporate debt and film related obligations.
| | | | | | | | | | | |
| December 31, 2025 | | March 31, 2025 |
| | (Amounts in millions) |
| Cash and cash equivalents | $ | 182.4 | | | $ | 212.5 | |
| Restricted cash included in other current assets | 65.6 | | | 67.9 | |
| | | |
| Cash in assets of discontinued operations - current | — | | | 11.2 | |
| Total cash, cash equivalents and restricted cash | $ | 248.0 | | | $ | 291.6 | |
Other Assets
The composition of the Company’s other assets is as follows as of December 31, 2025 and March 31, 2025:
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | |
| December 31, 2025 | | March 31, 2025 |
| | (Amounts in millions) |
| Other current assets | | | |
| Prepaid expenses and other | $ | 46.4 | | | $ | 46.0 | |
| Restricted cash | 65.6 | | | 67.9 | |
| Contract assets | 35.3 | | | 61.4 | |
| Tax credits receivable | 217.6 | | | 186.8 | |
| $ | 364.9 | | | $ | 362.1 | |
| Other noncurrent assets | | | |
| Prepaid expenses and other | $ | 16.7 | | | $ | 20.2 | |
| Accounts receivable | 76.1 | | | 65.7 | |
| Contract assets | 7.6 | | | 11.3 | |
| Tax credits receivable | 381.6 | | | 435.8 | |
| Operating lease right-of-use assets | 274.9 | | | 294.1 | |
| $ | 756.9 | | | $ | 827.1 | |
Accounts Receivable Monetization
Under the Company’s accounts receivable monetization programs, the Company has entered into individual agreements to monetize certain of its trade accounts receivable directly with third-party purchasers. Under these programs, the Company transfers receivables to purchasers in exchange for cash proceeds, and the Company continues to service the receivables for the purchasers. The Company accounts for the transfers of these receivables as a sale, removes (derecognizes) the carrying amount of the receivable from its balance sheets and classifies the proceeds received as cash flows from operating activities in the statements of cash flows. The Company records a loss on the sale of these receivables reflecting the net proceeds received (net of any obligations incurred), less the carrying amount of the receivables transferred. The loss is reflected in the “other income (loss), net” line item on the unaudited condensed consolidated statements of operations. The Company receives fees for servicing the accounts receivable for the purchasers, which represent the fair value of the services and were immaterial for the three and nine months ended December 31, 2025 and 2024. The third-party purchasers have no recourse to other assets of the Company in the event of non-payment by the customers.
The following table presents a summary of the receivables transferred under individual agreements or purchases during the three and nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2025 | | 2024 | | 2025 | | 2024 |
| | (Amounts in millions) |
| Carrying value of receivables transferred and derecognized | $ | 91.2 | | | $ | 51.7 | | | $ | 248.3 | | | $ | 345.5 | |
| Net cash proceeds received | 88.1 | | | 50.0 | | | 241.7 | | | 335.7 | |
| Loss recorded related to transfers of receivables | 3.1 | | | 1.7 | | | 6.6 | | | 9.8 | |
As of December 31, 2025, the Company derecognized $283.5 million (March 31, 2025 - $429.9 million) of receivables from its unaudited condensed consolidated balance sheets related to individual monetization agreements, which the Company continues to service.
Content Related Payables
Content related payables primarily relate to minimum guarantee obligations, which represent amounts payable for film or television rights that the Company has acquired.
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LIONSGATE STUDIOS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Accumulated Other Comprehensive Income
The following table summarizes the changes in the components of accumulated other comprehensive income, net of tax. During the nine months ended December 31, 2025 and 2024, there was no income tax expense or benefit reflected in other comprehensive income due to the income tax impact being offset by changes in the Company’s deferred tax valuation allowance.
| | | | | | | | | | | | | | | | | | | |
| Foreign currency translation adjustments | | | | Net unrealized gain (loss) on cash flow hedges | | Total |
| (Amounts in millions) |
| March 31, 2025 | $ | (22.8) | | | | | $ | 95.4 | | | $ | 72.6 | |
| Other comprehensive income (loss) | 18.3 | | | | | (4.5) | | | 13.8 | |
Reclassifications to net loss(1) | — | | | | | (22.6) | | | (22.6) | |
| Spin off of the Starz Business | (19.2) | | | | | — | | | (19.2) | |
Elimination of noncontrolling interest(2) | (6.8) | | | | | 14.6 | | | 7.8 | |
December 31, 2025 | $ | (30.5) | | | | | $ | 82.9 | | | $ | 52.4 | |
| | | | | | | |
| March 31, 2024 | $ | (22.7) | | | | | $ | 138.7 | | | $ | 116.0 | |
| Other comprehensive income (loss) | (11.3) | | | | | 4.4 | | | (6.9) | |
Reclassifications to net loss(1) | — | | | | | (21.4) | | | (21.4) | |
Reclassifications to noncontrolling interest(3) | 5.3 | | | | | (16.6) | | | (11.3) | |
December 31, 2024 | $ | (28.7) | | | | | $ | 105.1 | | | $ | 76.4 | |
___________________
(1)Primarily represents a gain of $22.3 million included in interest expense on the unaudited condensed consolidated statement of operations in the nine months ended December 31, 2025 (nine months ended December 31, 2024 - loss of $1.2 million included in direct operating expense and a gain of $22.6 million included in interest expense) (see Note 18).
(2)Represents the Legacy Lionsgate Studios noncontrolling interest that was eliminated in connection with the LG Studios Flip (see Note 3).
(3)Represents amounts reclassified in connection with the noncontrolling interest recorded for the proportionate ownership interest in the carrying value of Legacy Lionsgate Studios prior to the Starz Separation.
Supplemental Cash Flow Information
Significant non-cash transactions during the nine months ended December 31, 2025 and 2024 include certain interest rate swap agreements, which are discussed in Note 18.
There were no significant non-cash financing or investing activities for the nine months ended December 31, 2025 and 2024.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
Lionsgate Studios Corp. (NYSE: LION) (the “Company,” “Lionsgate,” “New Lionsgate,” “we,” “us” or “our”) is one of the world’s leading standalone, pure play content companies. It brings together diversified motion picture and television production and distribution businesses, a world-class portfolio of valuable brands and franchises, a talent management and production powerhouse and a more than 20,000-title film and television library, all driven by Lionsgate’s bold and entrepreneurial culture.
Prior to the Starz Separation, as further discussed below, Lions Gate Entertainment Corp. (formerly listed on the New York Stock Exchange (“NYSE”): LGF.A, LGF.B) (“Old Lionsgate”) encompassed the motion picture and television studio operations (formerly referred to as the “Studio Business”) and the STARZ premium global subscription platform. Following the Studio Separation, as discussed in Note 3 to our unaudited condensed consolidated financial statements, Lionsgate Studios Corp. (formerly listed on the NASDAQ Global Select Market (“NASDAQ”): LION) (“Legacy Lionsgate Studios”) comprises the Studio Business and the STARZ business remained with Lions Gate Entertainment Corp.
We classify our continuing operations through two reportable segments: Motion Picture and Television Production (see further discussion below).
Starz Separation
On May 6, 2025, through a series of transactions contemplated by a certain arrangement agreement, dated as of January 29, 2025, as amended by an amending agreement, dated as of March 12, 2025 (collectively, the “Arrangement Agreement”), the separation of the businesses of Legacy Lionsgate Studios, of which Old Lionsgate owned approximately 87.8%, and the Starz Business (the “Starz Separation”) was completed. As a result of the Arrangement Agreement, the pre-transaction shareholders of Old Lionsgate own shares in two separately traded public companies: (1) New Lionsgate, which was renamed “Lionsgate Studios Corp.” and holds, directly and through subsidiaries, the Studio Business previously held by Old Lionsgate, and is owned by Old Lionsgate shareholders and Legacy Lionsgate Studios shareholders, and (2) Old Lionsgate, which was renamed “Starz Entertainment Corp.” and holds, directly and through subsidiaries, the Starz Business that was previously held by Old Lionsgate (see Note 2 to our unaudited condensed consolidated financial statements).
Notwithstanding the legal form of the Starz Separation, for accounting and financial reporting purposes, in accordance with United States generally accepted accounting principles (“U.S. GAAP”), due to the relative significance of the Studio Business as compared to the Starz Business and the continued involvement of Old Lionsgate’s senior management with the Company following the completion of the Starz Separation, Old Lionsgate is considered the accounting spinnor or divesting entity and Starz is considered the accounting spinnee or divested entity. As a result, Old Lionsgate is the accounting predecessor to the Company, and the pro rata distribution of the Starz Business has been recorded through equity with no gain or loss recorded. The Starz Business is reflected as discontinued operations in the financial statements following the completion of the Starz Separation. See Note 2 to our unaudited condensed consolidated financial statements for further information.
See also “Liquidity and Capital Resources” for discussion of the Starz Separation financing transaction.
Business Combination
On May 13, 2024, Old Lionsgate consummated the business combination agreement (the “Business Combination Agreement”) with Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC (“New SEAC”), LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Old Lionsgate (“Studio HoldCo”), LG Orion Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Old Lionsgate (“StudioCo”) and other affiliates of SEAC (the “Closing”). Pursuant to the terms and conditions of the Business Combination Agreement, the Studio Business was combined with SEAC through a series of transactions, including an amalgamation of StudioCo and New SEAC under a Canadian plan of arrangement (the “Business Combination”). In connection with the closing of the Business Combination, New SEAC changed its name to “Lionsgate Studios Corp.” (referred to as “Legacy Lionsgate Studios”) and continued the existing business operations of StudioCo, which consisted of the Studio Business of Old Lionsgate. The “Studio Business” consists of the businesses of Old Lionsgate’s Motion Picture and Television Production segments, together with substantially all of Old Lionsgate’s corporate general and administrative functions and costs. Legacy Lionsgate Studios became a separate publicly-traded company, and its common shares commenced trading on NASDAQ under the symbol “LION” on May 14, 2024.
In connection with and prior to the Business Combination, Old Lionsgate and StudioCo entered into a separation agreement pursuant to which the assets and liabilities of the Studio Business were transferred to StudioCo such that StudioCo held, directly or indirectly, all of the assets and liabilities of the Studio Business (the “Studio Separation”).
Immediately following the Business Combination through immediately prior to the Starz Separation, approximately 87.8% of the total shares of Legacy Lionsgate Studios were held by Old Lionsgate, while 12.2% were owned by former SEAC public shareholders, SEAC founders and common equity financing investors. In addition to establishing Legacy Lionsgate Studios as a standalone publicly-traded entity, the transaction resulted in approximately $330.0 million of gross proceeds to Old Lionsgate. Net proceeds of $278.2 million, inclusive of transaction costs that remained accrued at March 31, 2025 and which were paid during the nine months ended December 31, 2025 totaling $3.5 million, were used to partially pay down amounts outstanding under Old Lionsgate's corporate debt. See Note 7 to our unaudited condensed consolidated financial statements for further detail.
The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, SEAC was treated as the acquired company and the Studio Business was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Legacy Lionsgate Studios represented a continuation of the financial statements of the Studio Business, with the Business Combination treated as the equivalent of the Studio Business issuing stock for the historical net assets of SEAC, substantially consisting of cash held in the trust account, accompanied by a recapitalization of the Studio Business equity. The historical net assets of SEAC were stated at fair value, which approximated historical cost, with no goodwill or other intangible assets recorded. Prior to the Starz Separation, the Studio Business was a consolidated subsidiary of Old Lionsgate.
Revenues
Our revenues are derived from the Motion Picture and Television Production segments, as described below. Our revenues are derived from the U.S., Canada, the United Kingdom and other foreign countries. None of the non-U.S. countries individually comprised greater than 10% of total revenues for the three and nine months ended December 31, 2025 and 2024.
Motion Picture: Our Motion Picture segment includes revenues derived from the following:
•Theatrical. Theatrical revenues are derived from the domestic theatrical release of motion pictures licensed to theatrical exhibitors on a picture-by-picture basis (distributed by us directly in the U.S. and through a sub-distributor in Canada). The revenues from Canada are reported net of distribution fees and release expenses of the Canadian sub-distributor. The financial terms that we negotiate with our theatrical exhibitors in the U.S. generally provide that we receive a percentage of the box office results. Theatrical revenues also include revenues from licenses to direct-to-platform customers where the initial license of a motion picture is to a direct-to-platform customer.
•Home Entertainment. Home entertainment revenues are derived from the sale or rental of our film productions and acquired or licensed films and certain television programs (including theatrical and direct-to-video releases) on packaged media and through digital media platforms (including pay-per-view and video-on-demand platforms, electronic sell through, and digital rental). In addition, we have revenue sharing arrangements with certain digital media platforms which generally provide that, in exchange for a nominal or no upfront sales price, we share the rental or sales revenues generated by the platform on a title-by-title basis.
•Television. Television revenues are primarily derived from the licensing of our theatrical productions and acquired films to the linear pay, basic cable and free television markets. In addition, when a license in our traditional pay television window is made to a subscription video-on-demand (“SVOD”) or other digital platform, the revenues are included here.
•International. International revenues are derived from (1) licensing of our productions, acquired films, our catalog product and libraries of acquired titles to international distributors, on a territory-by-territory basis; and (2) the direct distribution of our productions, acquired films, and our catalog product and libraries of acquired titles in the United Kingdom.
•Other. Other revenues are derived from, among others, the licensing of our film and television and related content (games, music, location-based entertainment royalties, etc.) to other ancillary markets.
Television Production: Our Television Production segment includes revenues derived from the following.
•Television. Television revenues are derived from the licensing to domestic markets (linear pay, basic cable, free television and syndication) of scripted and unscripted series, television movies, mini-series and non-fiction programming. Television revenues also include revenue from licenses to SVOD platforms in which the initial license of a television series is to an SVOD platform. Television revenues include fixed fee arrangements as well as arrangements in which we earn advertising revenue from the exploitation of certain content on television networks.
•International. International revenues are derived from the licensing and syndication to international markets of scripted and unscripted series, television movies, mini-series and non-fiction programming.
•Home Entertainment. Home entertainment revenues are derived from the sale or rental of television production movies or series on packaged media and through digital media platforms.
•Other. Other revenues are derived from, among others, the licensing of our television programs to other ancillary markets, the sales and licensing of music from the television broadcasts of our productions, and from commissions and executive producer fees earned related to talent management.
Expenses
Our primary operating expenses include direct operating expenses, distribution and marketing expenses and general and administration expenses.
Direct operating expenses include amortization of film and television production or acquisition costs, participation and residual expenses, provision for doubtful accounts, and foreign exchange gains and losses.
Participation costs represent consideration payable based on the performance of the film or television program to parties associated with the film or television program, including producers, writers, directors and actors. Residuals represent amounts payable to various unions or “guilds” such as the Screen Actors Guild - American Federation of Television and Radio Artists, Directors Guild of America, and Writers Guild of America, based on the performance of the film or television program in certain ancillary markets or based on the individual’s (i.e., actor, director, writer) salary level in the television market.
Distribution and marketing expenses primarily include the costs of theatrical prints and advertising (“P&A”) and premium video-on-demand (“Premium VOD”) expense and of DVD/Blu-ray duplication and marketing. Theatrical P&A includes the costs of the theatrical prints delivered to theatrical exhibitors and the advertising and marketing cost associated with the theatrical release of the picture. Premium VOD expense represents the advertising and marketing cost associated with the Premium VOD release of the picture.
General and administration expenses include salaries and other overhead costs. Corporate general and administrative expenses include certain corporate executive expenses (such as salaries and wages for the office of the Chief Executive Officer, Chief Financial Officer, General Counsel and other corporate officers), investor relations costs, costs of maintaining corporate facilities, and other unallocated common administrative support functions, including corporate accounting, finance and financial reporting, internal and external audit and tax costs, corporate and other legal support functions, and certain information technology and human resources expense. Corporate general and administrative expenses also include costs that were previously incurred in support of the Media Networks segment but are not directly attributable to it and thus were not recorded in discontinued operations, see Note 2 to our unaudited condensed consolidated financial statements for further information.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The application of the following accounting policies, which are important to our financial position and results of operations, requires significant judgments and estimates on the part of management. As described more fully below, these estimates bear the risk of change due to the inherent uncertainty of the estimate. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management's most difficult, subjective and complex judgments. For a summary of all of our accounting policies, including the accounting policies discussed below, see Note 1 to the audited consolidated financial statements and related notes included as Exhibit 99.1 to the Legacy Lionsgate Studios Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2025 (the “Form 10-K”).
Film and Television Costs. Capitalized costs for films or television programs are predominantly monetized individually.
Amortization. Film cost amortization as well as participations and residuals expense are based on management’s estimates. Costs of acquiring and producing films and television programs and of acquired libraries that are amortized and estimated liabilities for participations and residuals costs are accrued using the individual-film-forecast method, based on the ratio of the current period's revenues to management’s estimated remaining total gross revenues to be earned (“ultimate revenue”). Management’s judgment is required in estimating ultimate revenue and the costs to be incurred throughout the life of each film or television program.
Management estimates ultimate revenues based on historical experience with similar titles or the title genre, the general public appeal of the cast, audience test results when available, actual performance (when available) at the box office or in markets currently being exploited, and other factors such as the quality and acceptance of motion pictures or programs that our competitors release into the marketplace at or near the same time, critical reviews, general economic conditions and other tangible and intangible factors, many of which we do not control and which may change.
For motion pictures, ultimate revenue includes estimates over a period not to exceed ten years following the date of initial release of the motion picture. The most sensitive factor affecting our estimate of ultimate revenues for a film intended for theatrical release is the film's theatrical performance, as subsequent revenues from the licensing and sale in other markets have historically been highly correlated to its theatrical performance. After a film is released, our estimates of revenue from succeeding markets are revised based on historical relationships and an analysis of current market trends.
For an episodic television series, the period over which ultimate revenues are estimated cannot exceed ten years following the date of delivery of the first episode, or, if still in production, five years from the date of delivery of the most recent episode, if later. The most sensitive factors affecting our estimate of ultimate revenues for a television series is whether the series will be ordered for a subsequent season and estimates of revenue in secondary markets other than the initial license fee, which may depend on a number of factors, including, among others, the ratings or viewership the program achieves on the customers’ platforms. The initial estimate of ultimate revenue may include estimates of revenues outside of the initial license window (i.e., international, home entertainment and other distribution platforms) and are based on historical experience for similar programs (genre, duration, etc.) and the estimated number of seasons of the series. Ultimates of revenue beyond the initial license fee are generally higher for programs that have been or are expected to be ordered for multiple seasons. We regularly monitor the performance of each season, and evaluate whether impairment indicators are present (i.e., low ratings, cancellations or the series is not reordered), and based upon our review, we revise our estimates as needed and perform an impairment assessment if impairment indicators are present.
For titles included in acquired libraries, ultimate revenue includes estimates over a period not to exceed twenty years following the date of acquisition.
Due to the inherent uncertainties involved in making such estimates of ultimate revenues and expenses, these estimates have differed in the past from actual results and are likely to differ to some extent in the future from actual results. In addition, in the normal course of our business, some films and titles are more successful or less successful than anticipated. Management regularly reviews and revises when necessary, its ultimate revenue and cost estimates, which may result in a change in the rate of amortization of film costs and participations and residuals and/or a write-down of all or a portion of the unamortized costs of the film or television program to its estimated fair value.
An increase in the estimate of ultimate revenue will generally result in a lower amortization rate and, therefore, less film and television program amortization expense, while a decrease in the estimate of ultimate revenue will generally result in a higher amortization rate and, therefore, higher film and television program amortization expense, and also periodically results in an impairment requiring a write-down of the film cost to the title’s fair value. These write-downs are included in amortization expense within direct operating expenses in our unaudited condensed consolidated statements of operations. See further discussion under Impairment Assessment below.
Impairment Assessment. An individual film or television program is evaluated for impairment when events or changes in circumstances indicate that the fair value of an individual film or television program is less than its unamortized cost. If the result of the impairment test indicates that the carrying value exceeds the estimated fair value, an impairment charge will then be recorded for the amount of the difference.
Estimate of Fair Value. The fair value is determined based on a discounted cash flow analysis of the cash flows directly attributable to the title. For motion pictures intended for theatrical release, the discounted cash flow analysis used in the impairment evaluation prior to theatrical release is subjective and the key inputs include estimates of future anticipated revenues and estimates of box office performance, which may differ from future actual results. These estimates are based in part on the historical performance of similar films, test audience results when available, information regarding competing film releases, and critic reviews. For television programs, the discounted cash flow analysis used in the impairment evaluation includes key inputs such as estimates of future anticipated revenue, as discussed above. See further discussion of Valuation Assumptions below.
Valuation Assumptions. The discounted cash flow analysis includes cash flows estimates of ultimate revenue and costs as well as a discount rate (a Level 3 fair value measurement, see Note 9 to our unaudited condensed consolidated financial statements). The discount rate utilized in the discounted cash flow analysis is based on the weighted average cost of capital of the Company plus a risk premium representing the risk associated with producing a particular film or television program. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films and television programs may be required as a consequence of changes in management’s future revenue estimates.
Revenue Recognition. Our Motion Picture and Television Production segments generate revenue principally from the licensing of content in domestic theatrical exhibition, home entertainment (e.g., digital media), television, and international marketplaces.
Our content licensing arrangements include fixed fee and minimum guarantee arrangements, and sales or usage-based royalties. Our fixed fee or minimum guarantee licensing arrangements in the television, digital media and international markets may, in some cases, include multiple titles, multiple license periods (windows) with a substantive period in between the windows, rights to exploitation in different media, or rights to exploitation in multiple territories, which may be considered distinct performance obligations. When these performance obligations are considered distinct, the fixed fee or minimum guarantee in the arrangement is allocated to the title, window, media right or territory as applicable, based on estimates of relative standalone selling prices. The amounts related to each performance obligation (i.e., title, window, media or territory) are recognized when the content has been delivered, and the window for the exploitation right in that territory has begun, which is the point in time at which the customer is able to begin to use and benefit from the content.
Sales or usage-based royalties represent amounts due to us based on the “sale” or “usage” of our content by the customer, and revenues are recognized at the later of when the subsequent sale or usage occurs, or the performance obligation to which some or all the sales or usage-based royalty has been allocated has been satisfied (or partially satisfied). Generally, when we license completed content (with standalone functionality, such as a movie, or television show), our performance obligation will be satisfied prior to the sale or usage. When we license intellectual property that does not have stand-alone functionality (e.g., brands, themes, logos, etc.), our performance obligation is generally satisfied in the same period as the sale or usage. The actual amounts due to us under these arrangements are generally not reported to us until after the close of the reporting period. We record revenue under these arrangements for the amounts due and not yet reported to us based on estimates of the sales or usage of these customers and pursuant to the terms of the contracts. Such estimates are based on information from our customers, historical experience with similar titles in that market or territory, the performance of the title in other markets and/or available data in the industry. While we believe these estimates are reasonable estimates of the amounts due under these arrangements, such estimated amounts could differ from the actual amounts to be subsequently reported by the customer, which could be higher or lower than our estimates, and could result in an adjustment to revenues in future periods.
Revenue from the theatrical release of feature films is treated as sales or usage-based royalties and recognized starting at the exhibition date and based on our participation in box office receipts of the theatrical exhibitor.
Digital media revenue sharing arrangements are recognized as sales or usage-based royalties.
Revenue from commissions is recognized as such services are provided.
Goodwill. As of December 31, 2025, the carrying value of goodwill was $846.8 million. Goodwill is allocated to our reporting units, which are our operating segments or one level below our operating segments (component level). Reporting units are determined by the discrete financial information available for the component and whether that information is regularly reviewed by segment management. Components are aggregated into a single reporting unit if they share similar economic characteristics. Our reporting units for purposes of goodwill impairment testing, along with their respective goodwill balances as of December 31, 2025, were Motion Picture (goodwill of $396.9 million) and our Television (goodwill of $318.9 million) and Talent Management (goodwill of $131.0 million) businesses, both of which are part of our Television Production segment.
Goodwill is not amortized but is reviewed for impairment each fiscal year or between the annual tests if an event occurs or circumstances change that indicates it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. We perform our annual impairment test as of January 1 in each fiscal year. A goodwill impairment loss would be recognized for the amount that the carrying amount of a reporting unit exceeds its fair value. An entity may perform a qualitative assessment of the likelihood of the existence of a goodwill impairment. The qualitative assessment is an evaluation, based on all identified events and circumstances which impact the fair value of the reporting unit of whether or not it is more-likely-than-not that the fair value is less than the carrying value of the reporting unit. If we believe that as a result of our qualitative assessment it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, a quantitative impairment test is not required but may be performed at the option of the Company. A quantitative assessment requires determining the fair value of our reporting units. The determination of fair value requires considerable judgment and requires assumptions and estimates of many factors, including revenue and market growth, operating margins and cash flows, market multiples and discount rates.
In performing a quantitative assessment of goodwill, we determine the fair value of our reporting units by using a combination of discounted cash flow (“DCF”) analyses and market-based valuation methodologies. The models rely on significant judgments and assumptions surrounding general market and economic conditions, short-term and long-term growth rates, discount rates, income tax rates, and detailed management forecasts of future cash flow and operating margin projections, and other assumptions, all of which are based on our internal forecasts of future performance as well as historical trends. The market-based valuation method utilizes EBITDA multiples from guideline public companies operating in similar industries and a control premium. The results of these valuation methodologies are weighted as to their relative importance and a single fair value is determined. The fair value of our reporting units is reconciled to the market value of our equity, determined based on the average prices of our common shares just prior to the valuation date. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual or interim goodwill impairment tests will prove to be an accurate prediction of the future.
Goodwill Impairment Assessments:
During the three and nine months ended December 31, 2025, no events or circumstances occurred that would indicate it is more-likely-than not that the fair value of any reporting unit is less than its carrying value. Accordingly, an impairment test was not required during the current reporting period.
Fiscal 2025. For our annual goodwill impairment test for fiscal 2025, given the length of time since our last quantitative assessment and considering the separation of the Studio Business from the Starz Business, we performed quantitative goodwill impairment assessments for all of our reporting units (Motion Picture, and our Television and Talent Management businesses, both of which are part of our Television Production segment), based on the most recent data and expected growth trends, using a combination of DCF analyses and market-based valuation methodologies to estimate the fair value of the Company’s reporting units. The DCF analysis components of the fair value estimates were determined primarily by discounting estimated future cash flows, which included weighted average perpetual nominal growth rates ranging from 2.0% to 3.5%, at a weighted average cost of capital (discount rate) ranging from 8.5% to 10.0%, which considered the risk of achieving the projected cash flows, including the risk applicable to the reporting unit, industry and market as a whole. Based on our quantitative impairment assessment, the Company determined that the fair value of our reporting units significantly exceeded the carrying values for all of our reporting units.
Management will continue to monitor all of its reporting units for further changes in the business environment that could impact the recoverability in future periods. The recoverability of goodwill is dependent upon the continued growth of revenue and cash flows from our business activities. Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in our goodwill impairment tests, and ultimately impact the estimated fair value of our reporting units may include the global economy; consumer consumption levels of our content; adverse macroeconomic conditions related to higher inflation and interest rates and currency rate fluctuations, and the impact on the global economy from wars, terrorism and multiple international conflicts, and future bank failures; volatility in the equity and debt markets which could result in higher weighted-average cost of capital; capital market transactions; the duration and potential impact of union strikes on our ability to produce, acquire and distribute our content; the commercial success of our television programming and motion pictures; our continual contractual relationships with our customers; and changes in consumer behavior. If our assumptions are not realized, it is possible that additional impairment charges may need to be recorded in the future.
Income Taxes. We are subject to federal and state income taxes in the U.S., and in several foreign jurisdictions. We record deferred tax assets related to net operating loss carryforwards and certain temporary differences, net of applicable reserves in these jurisdictions. We recognize a future tax benefit to the extent that realization of such benefit is more likely than not on a jurisdiction-by-jurisdiction basis; otherwise, a valuation allowance is applied. In order to realize the benefit of our deferred tax assets, we will need to generate sufficient taxable income in the future in each of the jurisdictions which have these deferred tax assets. However, the assessment as to whether there will be sufficient taxable income in a jurisdiction to realize our net deferred tax assets in that jurisdiction is an estimate which could change in the future depending primarily upon the actual performance of our Company. We will be required to continually evaluate the more likely than not assessment that our net deferred tax assets will be realized, and if operating results deteriorate in a particular jurisdiction, we may need to record a valuation allowance for all or a portion of our deferred tax assets through a charge to our income tax benefit (provision). As of December 31, 2025, we had a valuation allowance of $1,545.3 million against certain U.S. and foreign deferred tax assets that may not be realized on a more likely than not basis.
Our quarterly income tax provision and our corresponding annual effective tax rate are based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate. For interim financial reporting, we estimate the annual effective tax rate based on projected taxable income for the full year and record a quarterly tax provision in accordance with the expected annual effective tax rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to our expected annual effective tax rate for the year. When this occurs, we adjust our income tax provision during the quarter in which the change in estimate occurs so that the year-to-date income tax provision reflects the expected annual effective tax rate. Significant judgment is required in determining our expected annual effective tax rate and in evaluating our tax positions.
Our effective tax rates differ from the U.S. federal statutory income tax rate and is affected by many factors, including the overall level of income (loss) before taxes and its mix across the jurisdictions in which we conduct operations, changes in tax laws and regulations, changes in valuation allowances against our deferred tax assets, changes in unrecognized tax benefits, tax planning strategies available to us, and other discrete items.
RESULTS OF OPERATIONS
Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024
Consolidated Results from Continuing Operations
The following table sets forth our unaudited condensed consolidated results from continuing operations for the three months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| | (Amounts in millions) |
| Revenues | | | | | | | |
| Studio Business | | | | | | | |
Motion Picture(1) | $ | 421.2 | | | $ | 311.4 | | | $ | 109.8 | | | 35.3 | % |
| Television Production | 303.1 | | | 404.6 | | | (101.5) | | | (25.1) | % |
| Total Studio Business | 724.3 | | | 716.0 | | | 8.3 | | | 1.2 | % |
| Intersegment eliminations | — | | | (87.8) | | | 87.8 | | | nm |
| Total revenues | 724.3 | | | 628.2 | | | 96.1 | | | 15.3 | % |
| Expenses: | | | | | | | |
| Direct operating | 427.3 | | | 397.7 | | | 29.6 | | | 7.4 | % |
| Distribution and marketing | 153.2 | | | 80.2 | | | 73.0 | | | 91.0 | % |
| General and administration | 94.1 | | | 85.7 | | | 8.4 | | | 9.8 | % |
| Depreciation and amortization | 4.4 | | | 4.4 | | | — | | | — | % |
| Restructuring and other | 9.3 | | | 32.5 | | | (23.2) | | | (71.4) | % |
| Total expenses | 688.3 | | | 600.5 | | | 87.8 | | | 14.6 | % |
| Operating loss | 36.0 | | | 27.7 | | | 8.3 | | | 30.0 | % |
| Interest expense | (65.0) | | | (63.7) | | | (1.3) | | | 2.0 | % |
| Interest and other income | 4.0 | | | 3.1 | | | 0.9 | | | 29.0 | % |
| Other income (losses), net | (7.6) | | | 10.2 | | | (17.8) | | | nm |
| Losses on extinguishment of debt | — | | | (0.3) | | | 0.3 | | | nm |
| Equity interests income (loss) | (5.1) | | | 7.6 | | | (12.7) | | | nm |
| Loss from continuing operations before income taxes | (37.7) | | | (15.4) | | | (22.3) | | | nm |
| Income tax provision | (6.7) | | | (4.3) | | | (2.4) | | | 55.8 | % |
| Net loss from continuing operations | (44.4) | | | (19.7) | | | (24.7) | | | nm |
| Net income (loss) from discontinued operations, net of income taxes | — | | | 1.2 | | | (1.2) | | | nm |
| Less: Net (income) loss from continuing operations attributable to noncontrolling interests | (1.8) | | | (3.4) | | | 1.6 | | | (47.1) | % |
| Net loss attributable to Lionsgate Studios Corp. shareholders | $ | (46.2) | | | $ | (21.9) | | | $ | (24.3) | | | nm |
_______________________
nm - Percentage not meaningful.
(1) During the first quarter of fiscal 2026, the Company began reflecting the results of operations of its streaming platform in India within the Motion Picture segment as such operations are not a part of the disposal group of the Starz Business. Accordingly, the following amounts were reclassified from the former Media Networks segment to the Motion Picture segment in the three months ended December 31, 2024 to conform to the current period presentation: (i) revenue of $2.2 million; (ii) direct operating expense of $1.6 million; (iii) distribution and marketing expense of $0.8 million; and (iv) general and administration expense of $0.7 million, which resulted in gross contribution loss of $0.2 million and segment loss of $0.9 million. Additionally, the Company sold its streaming platform in India in December 2025, see Note 15 to our unaudited condensed consolidated financial statements.
Revenues. Consolidated revenues increased $96.1 million in the three months ended December 31, 2025 reflecting an increase of $109.8 million from Motion Picture revenue and no intersegment eliminations recorded in the current quarter compared to the prior year quarter of $87.8 million, offset by a decrease of $101.5 million from Television Production. Intersegment eliminations relate to the licensing of products from our Studio Business to the former Media Networks segment prior to the Starz Separation. Following the Starz Separation, revenue from licenses to Starz were not eliminated from our consolidated results from continuing operations. See further discussion in the Segment Results of Operations section below.
Motion Picture revenue increased $109.8 million, primarily due to an increase in theatrical, international and digital home entertainment revenue.
Television Production revenue decreased $101.5 million, primarily due to a decrease in domestic television revenue, partially offset by an increase in international revenue.
Direct Operating Expenses. Direct operating expenses by segment were as follows for the three months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| December 31, | | |
| 2025 | | 2024 | | Change |
| Amount | | % of Segment Revenues | | Amount | | % of Segment Revenues | | Amount | | Percent |
| | (Amounts in millions) | | |
| Direct operating expenses | | | | | | | | | | | |
| Studio Business | | | | | | | | | | | |
Motion Picture(1) | $ | 197.6 | | | 46.9 | % | | $ | 134.2 | | | 43.1 | % | | $ | 63.4 | | | 47.2 | % |
| Television Production | 221.8 | | | 73.2 | % | | 320.4 | | | 79.2 | % | | (98.6) | | | (30.8) | % |
| Total Studio Business | 419.4 | | | 57.9 | % | | 454.6 | | | 63.5 | % | | (35.2) | | | (7.7) | % |
| Other | 7.9 | | | nm | | 4.1 | | | nm | | 3.8 | | | nm |
| Intersegment eliminations | — | | | nm | | (61.0) | | | nm | | 61.0 | | | nm |
| $ | 427.3 | | | 59.0 | % | | $ | 397.7 | | | 63.3 | % | | $ | 29.6 | | | 7.4 | % |
_______________________
nm - Percentage not meaningful
(1) Direct operating expenses for Motion Picture in the three months ended December 31, 2024 reflect the reclassification of $1.6 million from the former Media Networks segment to conform to the current period presentation.
Total direct operating expenses increased in the three months ended December 31, 2025. The increase was primarily due to increased revenue from the Motion Picture segment, partially offset by a decrease in revenue from the Television Production segment. The decrease in intersegment eliminations is due to there being no Motion Picture and Television Production intersegment revenue from licenses of motion pictures and original series to the former Media Networks segment following the Starz Separation, as discussed above. See further discussion in the Segment Results of Operations section below.
Other. Other direct operating expenses in the three months ended December 31, 2025 and December 31, 2024 primarily consist of rent costs for production facilities that were unutilized due to lower demand following the industry strikes amounting to $7.9 million and $4.1 million, respectively. The costs are included in direct operating expense and are not allocated to the segments.
Distribution and Marketing Expenses. Distribution and marketing expenses by segment were as follows for the three months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| | (Amounts in millions) | | |
| Distribution and marketing expenses | | | | | | | |
| Studio Business: | | | | | | | |
Motion Picture(1) | $ | 140.2 | | | $ | 71.4 | | | $ | 68.8 | | | 96.4 | % |
| Television Production | 13.0 | | | 8.8 | | | 4.2 | | | 47.7 | % |
| Total Studio Business | $ | 153.2 | | | $ | 80.2 | | | $ | 73.0 | | | 91.0 | % |
| | | | | | | |
| U.S. theatrical P&A and Premium VOD expense included in Motion Picture distribution and marketing expense | $ | 100.9 | | | $ | 39.1 | | | $ | 61.8 | | | nm |
_____________________
nm - Percentage not meaningful
(1) Motion Picture distribution and marketing expense in the three months ended December 31, 2024 reflect the reclassification of $0.8 million from the former Media Networks segment to conform to the current period presentation.
Distribution and marketing expenses increased in the three months ended December 31, 2025, primarily due to higher Motion Picture theatrical P&A and Premium VOD expenses associated with the theatrical slate releases in the current quarter. See further discussion in the Segment Results of Operations section below.
General and Administrative Expenses. General and administrative expenses by segment were as follows for the three months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | | | |
| | December 31, | | Change |
| | 2025 | | % of Revenues | | 2024 | | % of Revenues | | Amount | | Percent |
| | (Amounts in millions) |
| General and administrative expenses | | | | | | | | | | | |
| Studio Business | | | | | | | | | | | |
Motion Picture(1) | $ | 24.9 | | | | | $ | 23.1 | | | | | $ | 1.8 | | | 7.8 | % |
| Television Production | 12.6 | | | | | 14.5 | | | | | (1.9) | | | (13.1) | % |
| Total Studio Business | 37.5 | | | | | 37.6 | | | | | (0.1) | | | (0.3) | % |
| Corporate | 28.9 | | | | | 30.9 | | | | | (2.0) | | | (6.5) | % |
| Share-based compensation expense | 25.1 | | | | | 14.3 | | | | | 10.8 | | | 75.5 | % |
| Purchase accounting and related adjustments | 2.6 | | | | | 2.9 | | | | | (0.3) | | | (10.3) | % |
| Total general and administrative expenses | $ | 94.1 | | | 13.0% | | $ | 85.7 | | | 13.6% | | $ | 8.4 | | | 9.8 | % |
______________________
(1) Motion Picture general and administrative expenses in the three months ended December 31, 2024 reflect the reclassification of $0.7 million from the former Media Networks segment to conform to the current period presentation.
General and administrative expenses increased in the three months ended December 31, 2025, primarily as a result of increased share-based compensation expense, offset by a decrease in Corporate general and administrative expenses. See further discussion in the Segment Results of Operations section below.
The increase in share-based compensation expense included in general and administrative expense in the three months ended December 31, 2025, as compared to the three months ended December 31, 2024 was primarily due to share-based bonuses granted in the current fiscal period, with no similar grants in the prior fiscal period, and higher fair values in the current fiscal period associated with performance-based stock option and other equity awards that are revalued at each reporting period until the stock option or equity award vests and the applicable performance goals are achieved.
| | | | | | | | | | | |
| Three Months Ended |
| December 31, |
| 2025 | | 2024 |
| | (Amounts in millions) |
| Share-based compensation expense by expense category | | | |
| General and administrative expense | $ | 25.1 | | | $ | 14.3 | |
Restructuring and other(1) | 0.9 | | | — | |
| Total share-based compensation expense | $ | 26.0 | | | $ | 14.3 | |
_______________________
(1)Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of vesting schedules for equity awards pursuant to certain severance arrangements.
Restructuring and Other. Restructuring and other decreased $23.2 million in the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. See Note 15 to our unaudited condensed consolidated financial statements. Restructuring and other includes restructuring and severance costs and certain transaction and other costs, when applicable and were as follows for the three months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| | (Amounts in millions) | | |
| Restructuring and other: | | | | | | | |
Content and other impairments(1) | $ | 5.0 | | | $ | 7.3 | | | $ | (2.3) | | | (31.5) | % |
Severance(2) | 5.1 | | | 20.4 | | | (15.3) | | | (75.0) | % |
Transaction and other costs(3) | (0.8) | | | 4.8 | | | (5.6) | | | nm |
| $ | 9.3 | | | $ | 32.5 | | | $ | (23.2) | | | (71.4) | % |
_______________________
nm - Percentage not meaningful
(1) Content and other impairments primarily reflect $2.3 million in content impairment charges recorded during the three months ended December 31, 2025 in connection with the restructuring of the Motion Picture and Television Production businesses. In addition, the amounts in the three months ended December 31, 2025 and 2024 include impairment charges related to certain operating lease right-of-use and leasehold improvements within the Television Production segment. These impairments were recognized as a result of facilities that are no longer expected to be utilized by the Company, primarily related to the integration of eOne.
(2) Severance costs were primarily related to workforce reduction actions undertaken in connection with restructuring and acquisition integration activities, as well as other cost-reduction initiatives.
(3) Transaction and other costs primarily relate to transaction, integration and legal costs incurred in connection with certain strategic transactions and restructuring activities, as well as costs associated with certain legal matters. The three months ended December 31, 2025 include a gain of $2.6 million from the sale of our streaming platform in India.
Interest Expense. Interest expense of $65.0 million in the three months ended December 31, 2025 increased $1.3 million from the three months ended December 31, 2024.
The following table presents the components of interest expense for the three months ended December 31, 2025 and 2024:
| | | | | | | | | | | |
| Three Months Ended |
| December 31, |
| 2025 | | 2024 |
| | (Amounts in millions) |
| Interest Expense | | | |
| Revolving credit facility | $ | 6.6 | | | $ | 13.4 | |
| Term loans | — | | | 6.9 | |
| Senior Notes | 5.8 | | | 5.4 | |
IP credit facilities(1) | 25.9 | | | 18.9 | |
Other(2) | 26.7 | | | 19.1 | |
| Total interest expense | $ | 65.0 | | | $ | 63.7 | |
______________________
(1)IP credit facility interest expense includes interest expense associated with the eOne IP Credit Facility and the LG IP Credit Facility.
(2)Other interest expense includes payments associated with certain film related obligations (Production loans, Production Tax Credit Facility, Film Library Facility, Backlog Facility and other - see Note 8 to our unaudited condensed consolidated financial statements), interest expense associated with our 3 Arts Entertainment Credit Facility, payments and receipts associated with interest rate swaps along with the noncash amortization of unrealized gains in accumulated other comprehensive income related to dedesignated interest rate swaps which are being amortized to interest expense (see Note 18 to our unaudited condensed consolidated financial statements), and noncash amortization of debt issuance costs.
Interest and Other Income. Interest and other income of $4.0 million in the three months ended December 31, 2025 increased, as compared to interest and other income of $3.1 million in the three months ended December 31, 2024.
Other Income (Loss), net. Other gain (losses) was net loss of $7.6 million in the three months ended December 31, 2025, compared to a net gain of $10.2 million in the three months ended December 31, 2024. The change was due to losses incurred related to foreign currency transactions during the three months ended December 31, 2025 as compared to income related to foreign currency transactions during the three months ended December 31, 2024
Loss on Extinguishment of Debt. During the three months ended December 31, 2024, a loss on extinguishment of debt of $0.3 million was recorded for the write-off of debt issuance costs associated with the voluntary prepayment of Term Loan B. There was no comparable loss in the three months ended December 31, 2025. See Note 7 to our unaudited condensed consolidated financial statements.
Equity Interests Income (Loss). Equity interests loss of $5.1 million in the three months ended December 31, 2025, compared to equity interests income of $7.6 million in the three months ended December 31, 2024.
Income Tax Provision. We had an income tax provision of $6.7 million in the three months ended December 31, 2025, compared to an income tax provision of $4.3 million in the three months ended December 31, 2024. Our income tax provision differs from the U.S. federal statutory income tax rate of 21% multiplied by income (loss) before taxes due to the mix of our earnings across the various jurisdictions in which our operations are conducted, changes in valuation allowances against our deferred tax assets, and certain minimum income and foreign withholding taxes.
Net Loss Attributable to Lionsgate Studios Corp. Shareholders. Net loss attributable to our shareholders for the three months ended December 31, 2025 was $46.2 million, or basic and diluted net loss per common share of $0.16 on 290.0 million weighted average common shares outstanding. This compares to net loss attributable to our shareholders for the three months ended December 31, 2024 of $21.9 million, or basic and diluted net loss per common share of $0.09 on 250.2 million weighted average common shares outstanding.
Segment Results of Operations and Non-GAAP Measures
Our primary measure of segment performance is segment profit. Segment profit is defined as segment revenues, less segment direct operating and segment distribution and marketing expense, less segment general and administration expenses. Segment profit and total segment profit excludes, when applicable, corporate general and administrative expense, restructuring and other costs, share-based compensation, certain programming and content charges as a result of changes in management and/or programming and content strategy, certain benefits related to the COVID-19 global pandemic, unallocated rent cost and purchase accounting and related adjustments. Segment profit is a U.S. GAAP financial measure and is disclosed in Note 16 to our unaudited condensed consolidated financial statements.
We also present below our total segment profit for all of our segments. Total segment profit, when presented outside of the segment information and reconciliations included in Note 16 to our unaudited condensed consolidated financial statements, is considered a non-GAAP financial measure, and should be considered in addition to, not as a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. We use this non-GAAP measure, among other measures, to evaluate the aggregate operating performance of our business.
We believe the presentation of total segment profit is relevant and useful for investors because it allows investors to view total segment performance in a manner similar to the primary method used by our management and enables them to understand the fundamental performance of our businesses before non-operating items. Total segment profit is considered an important measure of the Company’s performance because it reflects the aggregate profit contribution from the Company’s segments and represents a measure, consistent with our segment profit, that eliminates amounts that, in management’s opinion, do not necessarily reflect the fundamental performance of our businesses, are infrequent in occurrence, and in some cases are non-cash expenses. Not all companies calculate segment profit or total segment profit in the same manner as defined by our management and similarly titled measures presented by other companies may not be comparable due to differences in the methods of calculation and excluded items.
The following table reconciles the operating loss, which is the most comparable U.S. GAAP measure to the total segment profit non-GAAP measure for the three months ended December 31, 2025 and 2024. In addition, each of segment direct operating expense, distribution and marketing expense and general and administrative expense is reconciled to the respective line items presented in the GAAP-based unaudited condensed consolidated statement of operations in the preceding section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations which discusses our unaudited condensed consolidated results of operations.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| | (Amounts in millions) | | |
| Operating income | $ | 36.0 | | | $ | 27.7 | | | $ | 8.3 | | | 30.0 | % |
| Corporate general and administrative expenses | 28.9 | | | 30.9 | | | (2.0) | | | (6.5) | % |
| Adjusted depreciation and amortization | 3.4 | | | 3.3 | | | 0.1 | | | 3.0 | % |
| Restructuring and other | 9.3 | | | 32.5 | | | (23.2) | | | (71.4) | % |
| | | | | | | |
| Unallocated rent cost included in direct operating expense | 7.9 | | | 4.1 | | | 3.8 | | | 92.7 | % |
| Adjusted share-based compensation expense | 25.1 | | | 14.3 | | | 10.8 | | | 75.5 | % |
| Purchase accounting and related adjustments | 3.6 | | | 4.0 | | | (0.4) | | | (10.0) | % |
| Total segment profit | $ | 114.2 | | | $ | 116.8 | | | $ | (2.6) | | | (2.2) | % |
See Note 16 to our unaudited condensed consolidated financial statements for additional details on the reconciling line items presented above. Note 16 also includes reconciliations of depreciation and amortization and share-based compensation expense, as reported in our statements of operations, to the respective adjusted amounts shown above.
We refer to our Motion Picture and Television Production segments collectively as our Studio Business. The table below sets forth the revenues and segment profit of our collective Studio Business.
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| | December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| (Amounts in millions) | | |
| Revenue | | | | | | | |
| Studio Business | | | | | | | |
Motion Picture(1) | $ | 421.2 | | | $ | 311.4 | | | $ | 109.8 | | | 35.3 | % |
| Television Production | 303.1 | | | 404.6 | | | (101.5) | | | (25.1) | % |
| Total Studio Business | $ | 724.3 | | | $ | 716.0 | | | $ | 8.3 | | | 1.2 | % |
| Intersegment eliminations | — | | | (87.8) | | | 87.8 | | | nm |
| $ | 724.3 | | | $ | 628.2 | | | $ | 96.1 | | | 15.3 | % |
| Segment Profit | | | | | | | |
| Studio Business | | | | | | | |
Motion Picture(1) | $ | 58.5 | | | $ | 82.7 | | | $ | (24.2) | | | (29.3) | % |
| Television Production | 55.7 | | | 60.9 | | | (5.2) | | | (8.5) | % |
| Total Studio Business | $ | 114.2 | | | $ | 143.6 | | | $ | (29.4) | | | (20.5) | % |
| Intersegment eliminations | — | | | (26.8) | | | 26.8 | | | nm |
| $ | 114.2 | | | $ | 116.8 | | | $ | (2.6) | | | (2.2) | % |
________________________________
nm - Percentage not meaningful.
(1) Revenue and Segment profit of the Motion Picture segment reflect a reclassification from the former Media Networks segment to the Motion Picture segment in the three months ended December 31, 2024 to conform to the current period presentation as described in Note 16, for the following: (i) revenue of $2.2 million; (ii) direct operating expense of $1.6 million; (iii) distribution and marketing expense of $0.8 million; and (iv) general and administration expense of $0.7 million, which resulted in gross contribution loss of $0.2 million and segment loss of $0.9 million. Additionally, the Company sold its streaming platform in India in December 2025, see Note 15 to our unaudited condensed consolidated financial statements.
See the following discussion for further detail of our individual segments. The segment results of operations presented below do not include the elimination of intersegment transactions which are eliminated when presenting consolidated results.
Motion Picture
The table below sets forth Motion Picture gross contribution and segment profit for the three months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| | December 31, | | Change |
| 2025 | | 2024 (1) | | Amount | | Percent |
| (Amounts in millions) | | | | |
| Motion Picture Segment: | | | | | | | |
| Revenue | $ | 421.2 | | $ | 311.4 | | $ | 109.8 | | | 35.3 | % |
| Expenses: | | | | | | | |
| Direct operating expense | 197.6 | | 134.2 | | 63.4 | | | 47.2 | % |
| Distribution & marketing expense | 140.2 | | 71.4 | | 68.8 | | | 96.4 | % |
| Gross contribution | 83.4 | | 105.8 | | (22.4) | | | (21.2) | % |
| General and administrative expenses | 24.9 | | 23.1 | | 1.8 | | | 7.8 | % |
| Segment profit | $ | 58.5 | | $ | 82.7 | | $ | (24.2) | | | (29.3) | % |
| | | | | | | |
| U.S. theatrical P&A and Premium VOD expense included in distribution and marketing expense | $ | 100.9 | | | $ | 39.1 | | | $ | 61.8 | | | nm |
| | | | | | | |
| Direct operating expense as a percentage of revenue | 46.9 | % | | 43.1 | % | | | | |
| | | | | | | |
| Gross contribution as a percentage of revenue | 19.8 | % | | 34.0 | % | | | | |
__________________________________
nm - Percentage not meaningful.
(1) Revenue and Segment profit of the Motion Picture segment reflect a reclassification from the former Media Networks segment to the Motion Picture segment in the three months ended December 31, 2024 to conform to the current period presentation as described in Note 16, for the following: (i) revenue of $2.2 million; (ii) direct operating expense of $1.6 million; (iii) distribution and marketing expense of $0.8 million; and (iv) general and administration expense of $0.7 million, which resulted in gross contribution loss of $0.2 million and segment loss of $0.9 million. Additionally, the Company sold its streaming platform in India in December 2025, see Note 15 to our unaudited condensed consolidated financial statements.
Revenue. The table below sets forth Motion Picture revenue by media and product category for the three months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | |
| | 2025 | | 2024 | | Total Increase (Decrease) |
| | Lionsgate Original Releases(1) | | Other Film(2) | | Total | | Lionsgate Original Releases(1) | | Other Film(2) | | Total | |
| | | | | | (Amounts in millions) | | | | | | |
| Motion Picture Revenue | | | | | | | | | | | | | |
| Theatrical | $ | 66.1 | | | $ | 4.6 | | | $ | 70.7 | | | $ | 33.9 | | | $ | 1.1 | | | $ | 35.0 | | | $ | 35.7 | |
| Home Entertainment | | | | | | | | | | | | | |
| Digital Media | 100.3 | | | 54.8 | | | 155.1 | | | 93.4 | | | 52.3 | | | 145.7 | | | 9.4 | |
| Packaged Media | 8.2 | | | 5.9 | | | 14.1 | | | 9.8 | | | 6.2 | | | 16.0 | | | (1.9) | |
| Total Home Entertainment | 108.5 | | | 60.7 | | | 169.2 | | | 103.2 | | | 58.5 | | | 161.7 | | | 7.5 | |
| Television | 35.0 | | | 8.1 | | | 43.1 | | | 30.5 | | | 7.8 | | | 38.3 | | | 4.8 | |
International(3) | 95.4 | | | 25.2 | | | 120.6 | | | 48.2 | | | 22.2 | | | 70.4 | | | 50.2 | |
| Other | 15.4 | | | 2.2 | | | 17.6 | | | 3.1 | | | 2.9 | | | 6.0 | | | 11.6 | |
| $ | 320.4 | | | $ | 100.8 | | | $ | 421.2 | | | $ | 218.9 | | | $ | 92.5 | | | $ | 311.4 | | | $ | 109.8 | |
____________________
(1)Lionsgate Original Releases: Includes titles originally planned for a wide theatrical release by Lionsgate, including titles that have changed from a planned wide theatrical release to an initial direct-to-streaming release. These releases include films developed and produced in-house, films co-developed and co-produced and films acquired or licensed from third parties. In addition, Lionsgate Original Releases also includes multi-platform and direct-to-platform motion pictures originally released or licensed by Lionsgate, and the licensing of our original release motion picture content to other ancillary markets (location-based entertainment, games, etc.).
(2)Other Film: Includes acquired and licensed brands and libraries originally released by other parties such as third-party library product, including our titles released by acquired companies prior to our acquisition of the company (i.e., Summit Entertainment library), and titles released with our equity method investees, Roadside Attractions and Pantelion Films, and other titles.
(3)International revenue in the three months ended December 31, 2024 reflects the reclassification of $2.2 million from the former Media Networks segment to conform to the current period presentation.
Theatrical revenue increased $35.7 million in the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, primarily due to higher revenue from Lionsgate Original Releases of $32.2 million driven by the theatrical releases of Now You See Me: Now You Don’t and The Housemaid in the current quarter.
Home entertainment revenue increased $7.5 million, or 4.6%, in the three months ended December 31, 2025, as compared to the three months ended December 31, 2024, due to an increase in digital media revenue of $9.4 million, offset by a decrease in packaged media revenue of $1.9 million. The increase in digital media revenue was due to higher revenue of $6.9 million and $2.5 million generated from Lionsgate Original Releases and Other Films, respectively. The increase in revenue from Lionsgate Original Releases was driven by the theatrical slate title releases of The Long Walk and Good Fortune, partially offset by lower revenue from multi-platform releases.
Television revenue increased $4.8 million, or 12.5%, in the three months ended December 31, 2025, as compared to the three months ended December 31, 2024, primarily due to higher revenue from our Lionsgate Original Releases of fiscal 2025 and 2026 theatrical slate titles with television window openings in the current quarter, compared to the fiscal 2025 television window openings for theatrical slate titles in the prior quarter.
International revenue increased $50.2 million, or 71.3%, in the three months ended December 31, 2025, as compared to the three months ended December 31, 2024, due to higher revenue generated from Lionsgate Original Releases of $47.2 million, driven by the theatrical slate title releases of Now You See Me: Now You Don’t and The Housemaid in the current quarter.
Direct Operating Expense. The increase in direct operating expenses was due to higher Motion Picture revenue. The increase in direct operating expenses as a percentage of revenue is driven by the performance and costs of the titles released during the three months ended December 31, 2025. There were no write-downs in investments in film included in Motion Picture segment direct operating expense in the three months ended December 31, 2025, as compared to $0.2 million in the three months ended December 31, 2024.
Distribution and Marketing Expense. The increase in distribution and marketing expense in the three months ended December 31, 2025 was primarily due to higher theatrical P&A and Premium VOD expense associated with the theatrical slate releases in the current quarter. In the three months ended December 31, 2025 approximately $16.0 million of P&A and Premium VOD expense was incurred in advance for films to be released in subsequent quarters, compared to approximately $22.1 million in the three months ended December 31, 2024 in the Motion Picture segment.
Gross Contribution. Gross contribution of the Motion Picture segment for the three months ended December 31, 2025 decreased as compared to the three months ended December 31, 2024 as a result of higher Motion Picture distribution and marketing and direct operating expenses, partially offset by higher Motion Picture revenue.
General and Administrative Expense. General and administrative expenses of the Motion Picture segment in the three months ended December 31, 2025 increased $1.8 million, or 7.8%.
Television Production
The table below sets forth Television Production gross contribution and segment profit for the three months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| | December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| (Amounts in millions) | | |
| Television Production Segment: | | | | | | | |
| Revenue | $ | 303.1 | | $ | 404.6 | | $ | (101.5) | | (25.1) | % |
| Expenses: | | | | | | | |
| Direct operating expense | 221.8 | | 320.4 | | (98.6) | | (30.8) | % |
| Distribution & marketing expense | 13.0 | | 8.8 | | 4.2 | | 47.7 | % |
| Gross contribution | 68.3 | | 75.4 | | (7.1) | | (9.4) | % |
| General and administrative expenses | 12.6 | | 14.5 | | (1.9) | | (13.1) | % |
| Segment profit | $ | 55.7 | | $ | 60.9 | | $ | (5.2) | | (8.5) | % |
| | | | | | | |
| Direct operating expense as a percentage of revenue | 73.2 | % | | 79.2 | % | | | | |
| | | | | | | |
| Gross contribution as a percentage of revenue | 22.5 | % | | 18.6 | % | | | | |
Revenue. The table below sets forth Television Production revenue and changes in revenue by media for the three months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | | | |
| | December 31, | | Increase (Decrease) |
| | 2025 | | 2024 | Amount | | Percent |
| Television Production | (Amounts in millions) | | |
| Domestic Television | $ | 134.2 | | | $ | 259.9 | | | $ | (125.7) | | | (48.4) | % |
| International | 85.4 | | | 59.3 | | | 26.1 | | | 44.0 | % |
| Home Entertainment | | | | | | | |
| Digital | 58.0 | | | 55.5 | | | 2.5 | | | 4.5 | % |
| Packaged Media | 1.2 | | | 1.7 | | | (0.5) | | | (29.4) | % |
| Total Home Entertainment | 59.2 | | | 57.2 | | | 2.0 | | | 3.5 | % |
| Other | 24.3 | | | 28.2 | | | (3.9) | | | (13.8) | % |
| $ | 303.1 | | | $ | 404.6 | | | $ | (101.5) | | | (25.1) | % |
The primary component of Television Production revenue is domestic television revenue. Domestic television revenue decreased $125.7 million, or 48.4%, in the three months ended December 31, 2025, due to a lower number of television episodes delivered in the current quarter as compared to the prior quarter.
International revenue increased $26.1 million, or 44.0%, in the three months ended December 31, 2025, as compared to the three months ended December 31, 2024, due to higher revenue generated internationally from episodes delivered in the current quarter as compared to lower revenue generated from international television episodes delivered in the prior quarter.
Home entertainment revenue increased $2.0 million, or 3.5% ,in the three months ended December 31, 2025, as compared to the three months ended December 31, 2024, due to higher digital media revenues.
Direct Operating Expense. Direct operating expense of the Television Production segment in the three months ended December 31, 2025 decreased $98.6 million, or 30.8% due to the decrease in Television Production revenues. Direct operating expenses as a percentage of television production revenue decreased primarily due to the mix of titles generating revenue in the current quarter as compared to the prior quarter.
Gross Contribution. Gross contribution of the Television Production segment for the three months ended December 31, 2025 decreased as compared to the three months ended December 31, 2024, primarily due to lower Television Production revenue, offset by lower direct operating expenses.
General and Administrative Expense. General and administrative expenses of the Television Production segment in the three months ended December 31, 2025 decreased $1.9 million, or 13.1%.
RESULTS OF OPERATIONS
Nine Months Ended December 31, 2025 Compared to Nine Months Ended December 31, 2024
Consolidated Results from Continuing Operations
The following table sets forth our unaudited condensed consolidated results from continuing operations for the nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended | | |
| December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| | (Amounts in millions) |
| Revenues | | | | | | | |
| Studio Business | | | | | | | |
Motion Picture(1) | $ | 964.9 | | | $ | 1,070.1 | | | $ | (105.2) | | | (9.8) | % |
| Television Production | 790.3 | | | 1,062.5 | | | (272.2) | | | (25.6) | % |
| Total Studio Business | 1,755.2 | | | 2,132.6 | | | (377.4) | | | (17.7) | % |
| Intersegment eliminations | (29.9) | | | (413.5) | | | 383.6 | | | (92.8) | % |
| Total revenues | 1,725.3 | | | 1,719.1 | | | 6.2 | | | 0.4 | % |
| Expenses: | | | | | | | |
| Direct operating | 1,066.6 | | | 1,159.1 | | | (92.5) | | | (8.0) | % |
| Distribution and marketing | 373.9 | | | 308.2 | | | 65.7 | | | 21.3 | % |
| General and administration | 252.3 | | | 269.3 | | | (17.0) | | | (6.3) | % |
| Depreciation and amortization | 13.2 | | | 13.2 | | | — | | | — | % |
| Restructuring and other | 39.8 | | | 64.9 | | | (25.1) | | | (38.7) | % |
| Total expenses | 1,745.8 | | | 1,814.7 | | | (68.9) | | | (3.8) | % |
| Operating loss | (20.5) | | | (95.6) | | | 75.1 | | | (78.6) | % |
| Interest expense | (200.9) | | | (195.1) | | | (5.8) | | | 3.0 | % |
| Interest and other income | 11.8 | | | 11.5 | | | 0.3 | | | 2.6 | % |
| Other losses, net | (21.5) | | | (5.2) | | | (16.3) | | | nm |
| Losses on extinguishment of debt | (2.2) | | | (4.5) | | | 2.3 | | | (51.1) | % |
| Gain on investments, net | 8.8 | | | — | | | 8.8 | | | nm |
| Equity interests income (loss) | (8.2) | | | 8.5 | | | (16.7) | | | nm |
| Loss from continuing operations before income taxes | (232.7) | | | (280.4) | | | 47.7 | | | (17.0) | % |
| Income tax provision | (14.9) | | | (13.8) | | | (1.1) | | | 8.0 | % |
| Net loss from continuing operations | (247.6) | | | (294.2) | | | 46.6 | | | (15.8) | % |
| Net income (loss) from discontinued operations, net of income taxes | (16.5) | | | 34.7 | | | (51.2) | | | nm |
| Less: Net (income) loss from continuing operations attributable to noncontrolling interests | (4.4) | | | 14.8 | | | (19.2) | | | nm |
| Net loss attributable to Lionsgate Studios Corp. shareholders | $ | (268.5) | | | $ | (244.7) | | | $ | (23.8) | | | 9.7 | % |
_______________________
nm - Percentage not meaningful.
(1) During the first quarter of fiscal 2026, the Company began reflecting the results of operations of its streaming platform in India within the Motion Picture segment as such operations are not a part of the disposal group of the Starz Business. Accordingly, revenue of $6.8 million was reclassified from the former Media Networks segment to the Motion Picture segment in the nine months ended December 31, 2024 to conform to the current period presentation. Additionally, the Company sold its streaming platform in India in December 2025, see Note 15 to our unaudited condensed consolidated financial statements.
Revenues. Consolidated revenues increased $6.2 million in the nine months ended December 31, 2025, reflecting a decrease of $105.2 million and $272.2 million from Motion Picture and Television Productions revenue, respectively, offset by lower intersegment eliminations recorded in the current period of $383.6 million. Intersegment eliminations relate to the licensing of products from our Studio Business to the former Media Networks segment prior to the Starz Separation.
Motion Picture revenue decreased $105.2 million due to a decrease in television revenue, international revenue and home entertainment revenue, offset by an increase in theatrical and other revenue.
Television Production revenue decreased $272.2 million due to a decrease in domestic television and other revenue, offset by an increase in home entertainment and international revenue.
The increase in intersegment eliminations of $383.6 million is due to lower Motion Picture and Television Production intersegment revenues from licenses of motion pictures and original series to the former Media Networks segment prior to the Starz Separation as discussed above. Following the Starz Separation, revenue from licenses to Starz are not eliminated from the consolidated results from continuing operations. See further discussion in the Segment Results of Operations section below.
Direct Operating Expenses. Direct operating expenses by segment were as follows for the nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended | | |
| December 31, | | |
| 2025 | | 2024 | | Change |
| Amount | | % of Segment Revenues | | Amount | | % of Segment Revenues | | Amount | | Percent |
| | (Amounts in millions) | | |
| Direct operating expenses | | | | | | | | | | | |
| Studio Business | | | | | | | | | | | |
Motion Picture(1) | $ | 467.9 | | | 48.5 | % | | $ | 543.7 | | | 50.8 | % | | $ | (75.8) | | | (13.9) | % |
| Television Production | 620.9 | | | 78.6 | % | | 889.9 | | | 83.8 | % | | (269.0) | | | (30.2) | % |
| Total Studio Business | 1,088.8 | | | 62.0 | % | | 1,433.6 | | | 67.2 | % | | (344.8) | | | (24.1) | % |
| Other | 20.4 | | | nm | | 12.6 | | | nm | | 7.8 | | | nm |
| Intersegment eliminations | (42.6) | | | nm | | (287.1) | | | nm | | 244.5 | | | nm |
| $ | 1,066.6 | | | 61.8 | % | | $ | 1,159.1 | | | 67.4 | % | | $ | (92.5) | | | (8.0) | % |
_______________________
nm - Percentage not meaningful
(1) Direct operating expenses for Motion Picture in the nine months ended December 31, 2024 reflect the reclassification of $5.2 million from the former Media Networks segment to conform to the current period presentation.
Direct operating expenses decreased in the nine months ended December 31, 2025, primarily due to lower direct operating expenses for our Television Production and Motion Picture segments and a decrease in intersegment eliminations. The decrease of expenses for the Television Production and Motion Picture segments was due to decreased revenue generated in each segment as compared to the prior year period. The decrease in intersegment eliminations is primarily due to lower Motion Picture and Television Production intersegment revenue from licenses of motion pictures and original series, respectively, to the former Media Networks segment prior to the Starz Separation, as discussed above. See further discussion in the Segment Results of Operations section below.
Other. Other direct operating expense in the nine months ended December 31, 2025 and 2024 include rent costs for production facilities that were unutilized due to lower demand following the industry strikes amounting to $19.4 million and $14.6 million, respectively, which was not allocated to the segments, and is included in direct operating expense. In addition, other direct operating costs in the nine months ended December 31, 2024 include a benefit from insurance recoveries on COVID related charges.
Distribution and Marketing Expenses. Distribution and marketing expenses by segment were as follows for the nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended | | |
| December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| | (Amounts in millions) | | |
| Distribution and marketing expenses | | | | | | | |
| Studio Business: | | | | | | | |
Motion Picture(1) | $ | 334.7 | | | $ | 280.9 | | | $ | 53.8 | | | 19.2 | % |
| Television Production | 39.2 | | | 27.3 | | | 11.9 | | | 43.6 | % |
| Total Studio Business | $ | 373.9 | | | $ | 308.2 | | | $ | 65.7 | | | 21.3 | % |
| | | | | | | |
| U.S. theatrical P&A and Premium VOD expense included in Motion Picture distribution and marketing expense | $ | 232.3 | | | $ | 181.1 | | | $ | 51.2 | | | 28.3 | % |
______________________
(1) Motion Picture distribution and marketing expense in the nine months ended December 31, 2024 reflects the reclassification of $2.2 million from the former Media Networks segment to conform to the current period presentation.
Distribution and marketing expenses increased in the nine months ended December 31, 2025, primarily due to higher expenses incurred in the Motion Picture and Television Production segments. See further discussion in the Segment Results of Operations section below.
General and Administrative Expenses. General and administrative expenses by segment were as follows for the nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended | | | | |
| | December 31, | | Change |
| | 2025 | | % of Revenues | | 2024 | | % of Revenues | | Amount | | Percent |
| | (Amounts in millions) |
| General and administrative expenses | | | | | | | | | | | |
| Studio Business | | | | | | | | | | | |
Motion Picture(1) | $ | 70.6 | | | | | $ | 75.7 | | | | | $ | (5.1) | | | (6.7) | % |
| Television Production | 36.0 | | | | | 49.3 | | | | | (13.3) | | | (27.0) | % |
| Total Studio Business | 106.6 | | | | | 125.0 | | | | | (18.4) | | | (14.7) | % |
| Corporate | 90.0 | | | | | 96.3 | | | | | (6.3) | | | (6.5) | % |
| Share-based compensation expense | 49.2 | | | | | 41.2 | | | | | 8.0 | | | 19.4 | % |
| Purchase accounting and related adjustments | 6.5 | | | | | 6.8 | | | | | (0.3) | | | (4.4) | % |
| Total general and administrative expenses | $ | 252.3 | | | 14.6% | | $ | 269.3 | | | 15.7% | | $ | (17.0) | | | (6.3) | % |
______________________
(1) Motion Picture general and administrative expenses in the nine months ended December 31, 2024 reflect the reclassification of $2.1 million from the former Media Networks segment to conform to the current period presentation.
General and administrative expenses decreased in the nine months ended December 31, 2025, resulting from decreased Studio Business and Corporate general and administrative expenses, partially offset by an increase in share-based compensation expense. See further discussion in the Segment Results of Operations section below.
Corporate general and administrative expenses decreased$6.3 million, or 6.5%, primarily due to decreases in rent and facility costs and professional fees.
The increase in share-based compensation expense included in general and administrative expense in the nine months ended December 31, 2025, as compared to the nine months ended December 31, 2024, was primarily due to share-based bonuses granted in the current year period, with no similar grants in the prior year period. The following table presents share-based compensation expense by financial statement line item:
| | | | | | | | | | | |
| Nine Months Ended |
| December 31, |
| 2025 | | 2024 |
| | (Amounts in millions) |
| Share-based compensation expense by expense category | | | |
| General and administrative expense | $ | 49.2 | | | $ | 41.3 | |
Restructuring and other(1) | 1.7 | | | 4.7 | |
| Total share-based compensation expense | $ | 50.9 | | | $ | 46.0 | |
_______________________
(1)Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of vesting schedules for equity awards pursuant to certain severance arrangements.
Restructuring and Other. Restructuring and other decreased $25.1 million in the nine months ended December 31, 2025, as compared to the nine months ended December 31, 2024. See Note 15 to our unaudited condensed consolidated financial statements. Restructuring and other includes restructuring and severance costs and certain transaction and other costs, when applicable and were as follows for the nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended | | |
| December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| | (Amounts in millions) | | |
| Restructuring and other: | | | | | | | |
Content and other impairments(1) | $ | 14.9 | | | $ | 25.8 | | | $ | (10.9) | | | (42.2) | % |
Severance(2) | 19.8 | | | 24.6 | | | (4.8) | | | (19.5) | % |
Transaction and other costs(3) | 5.1 | | | 14.5 | | | (9.4) | | | (64.8) | % |
| $ | 39.8 | | | $ | 64.9 | | | $ | (25.1) | | | (38.7) | % |
_______________________
(1)Content and other impairments primarily reflect $10.9 million in development cost write-offs recorded during the nine months ended December 31, 2025 for write-downs in connection with the restructuring of the Motion Picture and Television Production businesses. In addition, the amounts in the nine months ended December 31, 2025 and 2024 include impairment charges related to certain operating lease right-of-use assets and leasehold improvements within the Television Production segment. These impairments were recognized as a result of facilities that are no longer expected to be utilized by the Company, primarily related to the integration of eOne.
(2)Severance costs were primarily related to workforce reduction actions undertaken in connection with restructuring and acquisition integration activities, as well as other cost-reduction initiatives.
(3)Transaction and other costs primarily relate to transaction, integration and legal costs incurred in connection with certain strategic transactions and restructuring activities, as well as costs associated with certain legal matters. For the nine months ended December 31, 2025, transaction costs associated with the Starz Separation are excluded, as such amounts are classified within discontinued operations. The nine months ended December 31, 2025 include a gain of $2.6 million from the sale of our streaming platform in India.
Interest Expense. Interest expense of $200.9 million in the nine months ended December 31, 2025 increased by $5.8 million from the nine months ended December 31, 2024 due to higher average balances on variable rate corporate debt and film related obligations, offset by slightly lower average interest rates and a smaller benefit from the interest rate swaps. The following table presents the components of interest expense for the nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | |
| Nine Months Ended |
| December 31, |
| 2025 | | 2024 |
| Interest Expense | (Amounts in millions) |
| Revolving credit facility | $ | 18.4 | | | $ | 44.9 | |
| Term loans | 2.0 | | | 45.6 | |
| Senior Notes | 19.1 | | | 16.1 | |
IP credit facilities(1) | 68.3 | | | 24.9 | |
Other(2) | 93.1 | | | 63.6 | |
| Total interest expense | $ | 200.9 | | | $ | 195.1 | |
______________________
(1)IP credit facility interest expense includes interest expense associated with the eOne IP Credit Facility and the LG IP Credit Facility.
(2)Other interest expense includes payments associated with certain film related obligations (Production loans, Production Tax Credit Facility, Film Library Facility, Backlog Facility and other - see Note 8 to our unaudited condensed consolidated financial statements), interest expense associated with our 3 Arts Entertainment Credit Facility, payments and receipts associated with interest rate swaps along with the noncash amortization of unrealized gains in accumulated other comprehensive income related to dedesignated interest rate swaps which are being amortized to interest expense (see Note 18 to our unaudited condensed consolidated financial statements), and noncash amortization of debt issuance costs.
Interest and Other Income. Interest and other income of $11.8 million for the nine months ended December 31, 2025 increased, as compared to interest and other income of $11.5 million for the nine months ended December 31, 2024.
Other Loss, net. Other losses, net of $21.5 million for the nine months ended December 31, 2025 increased as compared to other loss, net of $5.2 million for the nine months ended December 31, 2024. The change was due to losses incurred related to foreign currency transactions during the nine months ended December 31, 2025 as compared to income related to foreign currency transactions during the nine months ended December 31, 2024.
Loss on Extinguishment of Debt. Loss on extinguishment of debt of $2.2 million during the nine months ended December 31, 2025 resulted from the write-off of debt issuance costs following the termination and then modification of our revolving credit facility as part of the Starz Separation. Loss on extinguishment of debt of $4.5 million during the nine months ended December 31, 2024, related to the write-off of debt issuance costs associated with the voluntary prepayment of Term Loan A and Term Loan B. See Note 7 to our unaudited condensed consolidated financial statements.
Gain on Investments, net. Gain on investments, net of $8.8 million in the nine months ended December 31, 2025 represented a gain on the sale of our equity method ownership interest in Spyglass and other investments. There was no comparable gain in the nine months ended December 31, 2024.
Equity Interests Income (Loss). Equity interests loss of $8.2 million in the nine months ended December 31, 2025 compared to equity interests income of $8.5 million in the nine months ended December 31, 2024.
Income Tax Provision. We had an income tax provision of $14.9 million in the nine months ended December 31, 2025, compared to an income tax provision of $13.8 million in the nine months ended December 31, 2024. Our income tax provision differs from the U.S. federal statutory income tax rate of 21% multiplied by income (loss) before taxes due to the mix of our earnings across the various jurisdictions in which our operations are conducted, changes in valuation allowances against our deferred tax assets, and certain minimum income and foreign withholding taxes.
Net Loss Attributable to Lionsgate Studios Corp. Shareholders. Net loss attributable to our shareholders for the nine months ended December 31, 2025 was $268.5 million, or basic and diluted net loss per common share of $0.95 on 283.9 million weighted average common shares outstanding. This compares to net loss attributable to our shareholders for the nine months ended December 31, 2024 of $244.7 million, or basic and diluted net loss per common share of $0.99 on 248.4 million weighted average common shares outstanding.
Segment Results of Operations and Non-GAAP Measures
See “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024”, Segment Results of Operations and Non-GAAP Measures for a definition of the non-GAAP measure and total segment profit.
The following table reconciles the operating loss, which is the most comparable U.S. GAAP measure, to the total segment profit non-GAAP measure for the nine months ended December 31, 2025 and 2024. In addition, each of segment direct operating expense, distribution and marketing expense and general and administrative expense is reconciled to the respective line items presented in the GAAP-based unaudited condensed consolidated statement of operations in the preceding section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations which discusses our unaudited condensed consolidated results of operations.
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended | | |
| December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| | (Amounts in millions) | | |
| Operating loss | $ | (20.5) | | | $ | (95.6) | | | $ | 75.1 | | | (78.6) | % |
| Corporate general and administrative expenses | 90.0 | | | 96.3 | | | (6.3) | | | (6.5) | % |
| Adjusted depreciation and amortization | 10.2 | | | 10.1 | | | 0.1 | | | 1.0 | % |
| Restructuring and other | 39.8 | | | 64.9 | | | (25.1) | | | (38.7) | % |
| COVID-19 related (benefit) charges | 1.0 | | | (2.1) | | | 3.1 | | | nm |
| Unallocated rent cost included in direct operating expense | 19.4 | | | 14.6 | | | 4.8 | | | 32.9 | % |
| Adjusted share-based compensation expense | 49.2 | | | 41.3 | | | 7.9 | | | 19.1 | % |
| Purchase accounting and related adjustments | 9.5 | | | 9.9 | | | (0.4) | | | (4.0) | % |
| Total segment profit | $ | 198.6 | | | $ | 139.4 | | | $ | 59.2 | | | 42.5 | % |
________________________________
nm - Percentage not meaningful
See Note 16 to our unaudited condensed consolidated financial statements for additional details on the reconciling line items presented above. Note 16 to our unaudited condensed consolidated financial statements also includes reconciliations of depreciation and amortization and share-based compensation expense, as reported in our statements of operations, to the respective adjusted amounts shown above.
We refer to our Motion Picture and Television Production segments collectively as our Studio Business. The table below sets forth the revenues and segment profit of our collective Studio Business.
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended | | |
| | December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| Revenue | (Amounts in millions) | | |
| Studio Business | | | | | | | |
Motion Picture(1) | $ | 964.9 | | | $ | 1,070.1 | | | $ | (105.2) | | | (9.8) | % |
| Television Production | 790.3 | | | 1,062.5 | | | (272.2) | | | (25.6) | % |
| Total Studio Business | $ | 1,755.2 | | | $ | 2,132.6 | | | $ | (377.4) | | | (17.7) | % |
| Intersegment eliminations | (29.9) | | | (413.5) | | | 383.6 | | | (92.8) | % |
| $ | 1,725.3 | | | $ | 1,719.1 | | | $ | 6.2 | | | 0.4 | % |
| Segment Profit | | | | | | | |
| Studio Business | | | | | | | |
Motion Picture(1) | $ | 91.7 | | | $ | 169.8 | | | $ | (78.1) | | | (46.0) | % |
| Television Production | 94.2 | | | 96.0 | | | (1.8) | | | (1.9) | % |
| Total Studio Business | $ | 185.9 | | | $ | 265.8 | | | $ | (79.9) | | | (30.1) | % |
| Intersegment eliminations | 12.7 | | | (126.4) | | | 139.1 | | | nm |
| $ | 198.6 | | | $ | 139.4 | | | $ | 59.2 | | | 42.5 | % |
________________________________
nm - Percentage not meaningful.
(1) Revenue and Segment profit of the Motion Picture segment reflect a reclassification from the former Media Networks segment to the Motion Picture segment in the nine months ended December 31, 2024 to conform to the current period presentation as described in Note 16, for the following: (i) revenue of $6.8 million; (ii) direct operating expense of $5.2 million; (iii) distribution and marketing expense of $2.2 million; and (iv) general and administration expense of $2.1 million, which resulted in gross contribution loss of $0.6 million and segment loss of $2.7 million. Additionally, the Company sold its streaming platform in India in December 2025, see Note 15 to our unaudited condensed consolidated financial statements.
See the following discussion for further detail of our individual segments. The segment results of operations presented below do not include the elimination of intersegment transactions which are eliminated when presenting consolidated results.
Motion Picture
The table below sets forth Motion Picture gross contribution and segment profit for the nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended | | |
| | December 31, | | Change |
| 2025 | | 2024 (1) | | Amount | | Percent |
| Motion Picture Segment: | (Amounts in millions) | | |
| Revenue | $ | 964.9 | | $ | 1,070.1 | | $ | (105.2) | | | (9.8) | % |
| Expenses: | | | | | | | |
| Direct operating expense | 467.9 | | 543.7 | | (75.8) | | | (13.9) | % |
| Distribution & marketing expense | 334.7 | | 280.9 | | 53.8 | | | 19.2 | % |
| Gross contribution | 162.3 | | 245.5 | | (83.2) | | | (33.9) | % |
| General and administrative expenses | 70.6 | | 75.7 | | (5.1) | | | (6.7) | % |
| Segment profit | $ | 91.7 | | $ | 169.8 | | $ | (78.1) | | | (46.0) | % |
| | | | | | | |
| U.S. theatrical P&A and Premium VOD expense included in distribution and marketing expense | $ | 232.3 | | | $ | 181.1 | | | $ | 51.2 | | | 28.3 | % |
| | | | | | | |
| Direct operating expense as a percentage of revenue | 48.5 | % | | 50.8 | % | | | | |
| | | | | | | |
| Gross contribution as a percentage of revenue | 16.8 | % | | 22.9 | % | | | | |
___________________________________
(1) Revenue and Segment profit of the Motion Picture segment reflect a reclassification from the former Media Networks segment to the Motion Picture segment in the nine months ended December 31, 2024 to conform to the current period presentation as described in Note 16, for the following: (i) revenue of $6.8 million; (ii) direct operating expense of $5.2 million; (iii) distribution and marketing expense of $2.2 million; and (iv) general and administration expense of $2.1 million, which resulted in gross contribution loss of $0.6 million and segment loss of $2.7 million. Additionally, the Company sold its streaming platform in India in December 2025, see Note 15 to our unaudited condensed consolidated financial statements.
Revenue. The table below sets forth Motion Picture revenue by media and product category for the nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended December 31, | | |
| | 2025 | | 2024 | | Total Increase (Decrease) |
| | Lionsgate Original Releases(1) | | Other Film(2) | | Total | | Lionsgate Original Releases(1) | | Other Film(2) | | Total | |
| Motion Picture Revenue | (Amounts in millions) |
| Theatrical | $ | 111.2 | | | $ | 6.7 | | | $ | 117.9 | | | $ | 87.3 | | | $ | 3.8 | | | $ | 91.1 | | | $ | 26.8 | |
| Home Entertainment | | | | | | | | | | | | | |
| Digital Media | 246.2 | | | 141.3 | | | 387.5 | | | 265.8 | | | 134.5 | | | 400.3 | | | (12.8) | |
| Packaged Media | 19.1 | | | 13.3 | | | 32.4 | | | 22.8 | | | 15.0 | | | 37.8 | | | (5.4) | |
| Total Home Entertainment | 265.3 | | | 154.6 | | | 419.9 | | | 288.6 | | | 149.5 | | | 438.1 | | | (18.2) | |
| Television | 97.2 | | | 19.8 | | | 117.0 | | | 211.2 | | | 23.8 | | | 235.0 | | | (118.0) | |
International(3) | 217.6 | | | 60.7 | | | 278.3 | | | 225.1 | | | 66.0 | | | 291.1 | | | (12.8) | |
| Other | 24.0 | | | 7.8 | | | 31.8 | | | 8.2 | | | 6.6 | | | 14.8 | | | 17.0 | |
| $ | 715.3 | | | $ | 249.6 | | | $ | 964.9 | | | $ | 820.4 | | | $ | 249.7 | | | $ | 1,070.1 | | | $ | (105.2) | |
____________________
(1)Lionsgate Original Releases: Includes titles originally planned for a wide theatrical release by Lionsgate, including titles that have changed from a planned wide theatrical release to an initial direct-to-streaming release. These releases include films developed and produced in-house, films co-developed and co-produced and films acquired or licensed from third parties. In addition, Lionsgate Original Releases also includes multi-platform and direct-to-platform motion pictures originally released or licensed by Lionsgate, and the licensing of our original release motion picture content to other ancillary markets (location-based entertainment, games, etc.).
(2)Other Film: Includes acquired and licensed brands and libraries originally released by other parties such as third-party library product, including our titles released by acquired companies prior to our acquisition of the company (i.e., Summit Entertainment library), and titles released with our equity method investees, Roadside Attractions and Pantelion Films, and other titles.
(3)International revenue in the nine months ended December 31, 2024 reflects the reclassification of $6.8 million from the former Media Networks segment to conform to the current period presentation.
Theatrical revenue increased $26.8 million, or 29.4%, in the nine months ended December 31, 2025, as compared to the nine months ended December 31, 2024, primarily due to higher revenue from Lionsgate Original Releases of $23.9 million driven by the theatrical releases of The Housemaid, Now You See Me: Now You Don’t, Ballerina: From the World of John Wick and The Long Walk in the current period as compared to the prior year period theatrical releases.
Home entertainment revenue decreased $18.2 million, or 4.2%, in the nine months ended December 31, 2025, as compared to the nine months ended December 31, 2024, due to decreases of $12.8 million and $5.4 million in digital media and packaged media revenue, respectively, primarily driven by lower multi-platform revenue of $20.4 million, offset by higher revenue of $5.1 million from Other Films.
Television revenue decreased $118.0 million, or 50.2%, in the nine months ended December 31, 2025, as compared to the nine months ended December 31, 2024, primarily due to lower revenue from Lionsgate Original Releases of $114.0 million from the fiscal 2025 and 2026 theatrical slate titles with television windows opening in the current period, as compared to the fiscal 2025 and 2024 theatrical slate titles with television windows opening during the prior year period, which included significant revenue from The Hunger Games: The Ballad of Songbirds & Snakes.
International revenue decreased $12.8 million, or 4.4%, in the nine months ended December 31, 2025, as compared to the nine months ended December 31, 2024, due to $7.5 million and $5.3 million of lower revenue generated from Lionsgate Original Releases and Other Film revenue, respectively. Lionsgate Original Releases decreased due to lower revenue from multi-platform releases and Other Film revenue decreased due to lower revenue from our acquired libraries.
Direct Operating Expense. The decrease in direct operating expenses was due to lower Motion Picture revenue as compared to the prior year period. The decrease in direct operating expenses as a percentage of revenue is driven by the performance and costs of the titles released during the nine months ended December 31, 2025. There were no write-downs in investments in film included in Motion Picture segment direct operating expense in the nine months ended December 31, 2025, as compared to $18.8 million in the nine months ended December 31, 2024.
Distribution and Marketing Expense. The increase in distribution and marketing expense in the nine months ended December 31, 2025 was primarily due to higher theatrical P&A and Premium VOD expense associated with the theatrical slate releases in the current period. In the nine months ended December 31, 2025, approximately $24.4 million of P&A and Premium VOD expense was incurred in advance for films to be released in subsequent quarters, compared to approximately $32.0 million in the nine months ended December 31, 2024 in the Motion Picture segment.
Gross Contribution. Gross contribution of the Motion Picture segment for the nine months ended December 31, 2025 decreased as compared to the nine months ended December 31, 2024 as a result of lower Motion Picture revenue and higher distribution and marketing expenses, partially offset by lower direct operating expenses.
General and Administrative Expense. General and administrative expenses of the Motion Picture segment in the nine months ended December 31, 2025 decreased $5.1 million, or 6.7%, primarily due to a decrease in salaries and related expenses.
Television Production
The table below sets forth Television Production gross contribution and segment profit for the nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended | | |
| | December 31, | | Change |
| 2025 | | 2024 | | Amount | | Percent |
| Television Production Segment: | (Amounts in millions) | | |
| Revenue | $ | 790.3 | | $ | 1,062.5 | | $ | (272.2) | | | (25.6) | % |
| Expenses: | | | | | | | |
| Direct operating expense | 620.9 | | 889.9 | | (269.0) | | | (30.2) | % |
| Distribution & marketing expense | 39.2 | | 27.3 | | 11.9 | | | 43.6 | % |
| Gross contribution | 130.2 | | 145.3 | | (15.1) | | | (10.4) | % |
| General and administrative expenses | 36.0 | | 49.3 | | (13.3) | | | (27.0) | % |
| Segment profit | $ | 94.2 | | $ | 96.0 | | $ | (1.8) | | | (1.9) | % |
| | | | | | | |
| Direct operating expense as a percentage of revenue | 78.6 | % | | 83.8 | % | | | | |
| | | | | | | |
| Gross contribution as a percentage of revenue | 16.5 | % | | 13.7 | % | | | | |
Revenue. The table below sets forth Television Production revenue and changes in revenue by media for the nine months ended December 31, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended | | | | |
| | December 31, | | Increase (Decrease) |
| | 2025 | | 2024 | Amount | | Percent |
| Television Production | (Amounts in millions) | | |
| Domestic Television | $ | 410.7 | | | $ | 733.1 | | | $ | (322.4) | | | (44.0) | % |
| International | 162.1 | | | 144.8 | | | 17.3 | | | 11.9 | % |
| Home Entertainment | | | | | | | |
| Digital Media | 148.6 | | | 108.7 | | | 39.9 | | | 36.7 | % |
| Packaged Media | 2.8 | | | 3.0 | | | (0.2) | | | (6.7) | % |
| Total Home Entertainment | 151.4 | | | 111.7 | | | 39.7 | | | 35.5 | % |
| Other | 66.1 | | | 72.9 | | | (6.8) | | | (9.3) | % |
| $ | 790.3 | | | $ | 1,062.5 | | | $ | (272.2) | | | (25.6) | % |
The primary component of Television Production revenue is domestic television revenue. Domestic television revenue decreased $322.4 million, or 44.0%, in the nine months ended December 31, 2025, due to a lower number of television episodes delivered in the current period as compared to the prior year period.
International revenue increased $17.3 million, or 11.9%, in the nine months ended December 31, 2025, as compared to the nine months ended December 31, 2024, primarily due to higher revenue generated internationally from episodes delivered in the current period as compared to episodes delivered in the prior period.
Home entertainment revenue increased $39.7 million, or 35.5%, in the nine months ended December 31, 2025, as compared to the nine months ended December 31, 2024, primarily due to higher digital media revenue from the delivery of The Chosen Season 5 and Ghosts Season 4 in the current period.
Direct Operating Expense. Direct operating expense of the Television Production segment in the nine months ended December 31, 2025 decreased $269.0 million, or 30.2% due to the decrease in Television Production revenues. Direct operating expenses as a percentage of television production revenue decreased primarily due to the mix of titles generating revenue in the current period as compared to the prior year period.
Gross Contribution. Gross contribution of the Television Production segment for the nine months ended December 31, 2025 decreased as compared to the nine months ended December 31, 2024, due to lower Television Production revenue and higher distribution and marketing expenses, partially offset by lower direct operating expenses.
General and Administrative Expense. General and administrative expenses of the Television Production segment decreased by $13.3 million, or 27.0% as compared to the nine months ended December 31, 2024, primarily due to a decrease in salaries and related expenses.
LIQUIDITY AND CAPITAL RESOURCES
Sources of Cash
Our liquidity and capital requirements in the nine months ended December 31, 2025 were provided principally through cash generated from operations, corporate debt, our film related obligations (as further discussed below), and the monetization of trade accounts receivable. As of December 31, 2025, we had cash and cash equivalents of $182.4 million.
As discussed in Starz Separation, on May 6, 2025 the Starz Separation was completed and as a result the pre-transaction shareholders of Old Lionsgate own shares in two separately traded public companies: (1) New Lionsgate, which was renamed “Lionsgate Studios Corp.” and holds, directly and through subsidiaries, the Studio Business previously held by Old Lionsgate, and is owned by Old Lionsgate shareholders and Legacy Lionsgate Studios shareholders, and (2) Old Lionsgate, which was renamed “Starz Entertainment Corp.” and holds, directly and through subsidiaries, the Starz Business that was previously held by Old Lionsgate.
In connection with the Starz Separation, all outstanding obligations in respect of principal, interest and fees under the Old Lionsgate credit and guarantee agreement dated December 8, 2016, as amended (the “Old Lionsgate Credit Agreement”), were repaid in full and all commitments thereunder were terminated. The Company entered into a new credit agreement (the “Lionsgate Credit Agreement”) which provides for an $800.0 million senior secured revolving credit facility, which may be increased up to $1,200.0 million. The Company also assumed the Senior Notes and pursuant to the terms thereof, the Company assumed and agreed to perform as primary obligor all obligations of the initial issuer under the Senior Notes and the initial issuer, a wholly-owned subsidiary of Starz Entertainment Corp. was released and discharged.
Corporate Debt
Our corporate debt as of December 31, 2025, excluding film related obligations discussed further below, consisted of the following:
•Lionsgate Credit Agreement: We have an $800.0 million revolving credit facility ($30.0 million outstanding as of December 31, 2025), which may be increased to a total amount not in excess of $1,200.0 million, subject to the terms and conditions set forth therein. We maintain significant availability under our Revolving Credit Facility, which is currently used to meet our short-term liquidity requirements, and could also be used for longer term liquidity requirements.
•Senior Notes: We have $389.9 million outstanding of 6.0% senior notes due 2030 (the “Senior Notes”).
•eOne IP Credit Facility: In July 2024, certain subsidiaries of the Company entered into a senior secured amortizing term credit facility (the “eOne IP Credit Facility”) based on and secured by the Company’s intellectual property rights primarily associated with certain titles acquired as part of the eOne acquisition. The maximum principal amount of the eOne IP Credit Facility is $340.0 million, subject to the amount of collateral available, which is based on the valuation of unsold rights from the libraries, with $294.9 million outstanding as of December 31, 2025. The eOne IP Credit Facility matures on July 3, 2029.
•LG IP Credit Facility. In September 2024, as amended in November 2024, December 2024, March 2025, June 2025 and September 2025, certain subsidiaries of the Company entered into a senior secured amortizing term credit facility (the “LG IP Credit Facility”) based on and secured by the Company’s intellectual property rights primarily associated with certain titles. The maximum principal amount of the LG IP Credit Facility is $1,250.0 million as of December 31, 2025 subject to the amount of collateral available, which is based on the valuation of unsold rights from the libraries. As of December 31, 2025, $1,218.8 million was outstanding under the LG IP Credit Facility. The LG IP Credit Facility matures on September 30, 2029.
•3 Arts Credit Facility. On May 29, 2025 in preparation for the A & A purchase (see Note 3 to our unaudited condensed consolidated financial statements), 3 Arts entered into a $50.0 million senior secured credit facility (the “3 Arts Credit Facility”) based on and secured by a security interest in substantially all of the assets of 3 Arts and guarantors as defined in the 3 Arts Credit Facility, subject to certain exceptions. As of December 31, 2025, $30.6 million was outstanding under the 3 Arts Credit Facility. Advances under the 3 Arts Credit Facility are payable at maturity, which is on May 29, 2029. As of December 31, 2025, there was $19.4 million available under the 3 Arts Credit Facility.
See Note 7 to our unaudited condensed consolidated financial statements for discussion of our corporate debt.
Film Related Obligations
We utilize our film related obligations to fund our film and television productions. Our film related obligations as of December 31, 2025 include the following:
•Production Loans: Production loans represent individual and multi-title loans for the production of film and television programs that the Company produces. The majority of the Company’s production loans have contractual repayment dates either at or near the expected completion or release dates, with the exception of certain loans containing repayment dates on a longer term basis. As of December 31, 2025, there was $1,471.9 million outstanding under the production loans.
•Production Tax Credit Facility: As of December 31, 2025, we had a $380.0 million non-recourse senior secured revolving credit facility due January 2028 based on and secured by collateral consisting solely of certain of the Company’s tax credit receivables (the “Production Tax Credit Facility”). Cash collections from the tax credit receivables are used to repay outstanding borrowings under the facility. As of December 31, 2025, $402.2 million in tax credit receivables served as collateral and $46.9 million remained available for borrowing. As of December 31, 2025, there was $333.1 million outstanding under the Production Tax Credit Facility.
•Film Library Facility: In July 2021, as amended in September 2022, certain subsidiaries of the Company entered into a senior secured amortizing term credit facility (the “Film Library Facility”). The facility was collateralized exclusively by the Company’s rights in certain acquired film library titles. The maximum principal amount available under the Film Library Facility was $161.9 million, subject to the valuation of eligible collateral, which was based on projected cash flows from the libraries. During the nine months ended December 31, 2025, the outstanding balance of $59.7 million was fully repaid and all commitments were terminated.
•Backlog Facility and Other:
◦Backlog Facility. In March 2022, as amended in June 2025, certain subsidiaries of the Company entered into a committed secured revolving credit facility (the “Backlog Facility”) based on and secured by collateral consisting solely of certain of the Company’s fixed fee or minimum guarantee contracts where cash will be received in the future. The maximum principal amount of the Backlog Facility as of December 31, 2025 is $175.0 million, subject to the amount of eligible collateral contributed to the facility. The Backlog Facility revolving period ends on May 30, 2028, at which point cash collections from the underlying collateral is used to repay the facility. The facility maturity date is up to 2 years, 90 days after the revolving period ends, currently August 28, 2030. As of December 31, 2025, there was $146.9 million outstanding under the Backlog Facility.
◦Other. The Company has other loans, which are secured by accounts receivable and contracted receivables which are not yet recognized as revenue under certain licensing agreements. Outstanding loan balances under these “other” loans must be repaid with any cash collections from the underlying collateral if and when received by the Company and may be voluntarily repaid at any time without prepayment penalty fees. As of December 31, 2025, there was $111.5 million outstanding under the “other” loans, with remaining contractual repayment dates in April 2026, July 2026 and December 2027. As of December 31, 2025, accounts receivable amounting to $67.0 million and contracted receivables not yet reflected as accounts receivable on the balance sheet as of December 31, 2025 amounting to $60.4 million represented collateral related to the “other” loans.
See Note 8 to our unaudited condensed consolidated financial statements for discussion of our film related obligations.
Accounts Receivable Monetization and Governmental Incentives
Our accounts receivable monetization programs include individual agreements to monetize certain of our trade accounts receivable directly with third-party purchasers.
In addition, we utilize governmental incentives, programs and other structures from states and foreign countries (e.g., sales tax refunds, transferable tax credits, refundable tax credits, low interest loans, direct subsidies or cash rebates, calculated based on the amount of money spent in the particular jurisdiction in connection with the production) to fund our film and television productions and reduce financial risk.
See Note 19 to our unaudited condensed consolidated financial statements for our accounts receivable monetization programs and our tax credit receivables.
Uses of Cash
Our principal uses of cash in operations include the funding of film and television productions, film rights acquisitions, the distribution and marketing of films and television programs, and general and administrative expenses. We also use cash for debt service (i.e., principal and interest payments) requirements, equity method or other equity investments, quarterly cash dividends when declared, the purchase of common shares under our share repurchase program, capital expenditures, and acquisitions of or investment in businesses.
In addition, the Company has a redeemable noncontrolling interest balance of $113.7 million as of December 31, 2025 related to 3 Arts Entertainment, A & A Management and other and $89.4 million included in other liabilities, noncurrent, representing the compensatory portion of the 3 Arts Entertainment noncontrolling interest, which may require the use of cash in the event the holders of the noncontrolling interests require us to repurchase their interests (see Note 10 to our unaudited condensed consolidated financial statements).
We may from time to time seek to retire or purchase or refinance our outstanding debt through cash purchases, and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, refinancings, or otherwise. Such repurchases or exchanges or refinancings, if any, will depend on prevailing market conditions, our liquidity requirements, our assessment of opportunities to lower interest expense, contractual restrictions and other factors, and such repurchases, or exchanges could result in a charge from the early extinguishment of debt. The amounts involved may be material.
Anticipated Cash Requirements. The nature of our business is such that significant initial expenditures are required to produce, acquire, distribute and market films and television programs, while revenues from these films and television programs are earned over an extended period of time after their completion or acquisition. In addition to the cash requirements of any potential future redemption of our noncontrolling interests as discussed above, which we may fund with a combination of cash on hand, borrowings under our line of credit and/or new financing arrangements, we have other anticipated cash requirements outside of our normal operations.
In the short-term, we currently expect that our cash requirements for productions will be consistent, and our marketing spend will increase in fiscal 2026 as compared to fiscal 2025.
However, we currently believe that cash flow from operations, cash on hand, revolving credit facility availability, the monetization of trade accounts receivable, tax-efficient financing, the availability from other financing obligations and available production or intellectual property financing, will be adequate to meet known operational cash and debt service (i.e. principal and interest payments) requirements for the next 12 months and beyond, including the funding of future film and television production, film rights acquisitions and theatrical and home entertainment release schedules, and future equity method or other investment funding requirements. We monitor our cash flow liquidity, availability, fixed charge coverage, capital base, film spending and leverage ratios with the long-term goal of maintaining our credit worthiness.
Our current financing strategy is to fund operations and to leverage investment in films and television programs in the short-term and long-term through our cash flow from operations, our revolving credit facility, eOne IP Credit Facility, LG IP Credit Facility, 3 Arts Credit Facility, production loans, government incentive programs, the monetization of trade accounts receivable, our Production Tax Credit Facility, our Backlog Facility, and other obligations. In addition, we may acquire businesses or assets, including individual films or libraries that are complementary to our business. Any such transaction could be financed through our cash flow from operations, credit facilities, equity or debt financing. If additional financing beyond our existing cash flows from operations and credit facilities cannot fund such transactions, there is no assurance that such financing will be available on terms acceptable to us. Our ability to obtain any additional financing will depend on, among other things, our business plans, operating performance, the condition of the capital markets at the time we seek financing, and short and long-term debt ratings assigned by independent rating agencies. Additionally, circumstances related to inflation and rising interest rates and ongoing disruptions in financial markets and in commercial activity generally related to changes in monetary and fiscal policy, tariffs, United States political developments, geopolitical events and other sources of instability, could make financing more difficult and/or expensive, and we may not be able to obtain such financing. We may also dispose of businesses or assets, including individual films or libraries, and use the net proceeds from such dispositions to fund operations or such acquisitions, or to repay debt.
Material Cash Requirements from Known Contractual and Other Obligations. Our material cash requirements from known contractual and other obligations primarily relate to our corporate debt and film related obligations. The following table sets forth our significant contractual and other obligations as of December 31, 2025 and the estimated timing of payment:
| | | | | | | | | | | | | | | | | |
| | Total | | Next 12 Months | | Beyond 12 Months |
| (Amounts in millions) |
Future annual repayment of debt and other obligations recorded as of December 31, 2025 (on-balance sheet arrangements) | | | | | |
Corporate debt(1): | | | | | |
| Revolving Credit Facility | $ | 30.0 | | | $ | — | | | $ | 30.0 | |
| Senior Notes | 389.9 | | | — | | | 389.9 | |
| eOne IP Credit Facility | 294.9 | | | 34.0 | | | 260.9 | |
| LG IP Credit Facility | 1,218.8 | | | 125.0 | | | 1,093.8 | |
| 3 Arts Credit Facility | 30.6 | | | — | | | 30.6 | |
Film related obligations(2) | 2,063.4 | | | 1,214.0 | | | 849.4 | |
Content related payables(3) | 21.4 | | | 20.6 | | | 0.8 | |
| Operating lease obligations | 314.1 | | | 44.0 | | | 270.1 | |
| 4,363.1 | | | 1,437.6 | | | 2,925.5 | |
| Contractual commitments by expected repayment date (off-balance sheet arrangements) | | | | | |
Film related obligations commitments(4) | 318.1 | | | 93.9 | | | 224.2 | |
Interest payments(5) | 478.9 | | | 183.5 | | | 295.4 | |
| Other contractual obligations | 362.5 | | | 67.8 | | | 294.7 | |
| 1,159.5 | | | 345.2 | | | 814.3 | |
Total future repayment of debt and other commitments under contractual obligations (6) | $ | 5,522.6 | | | $ | 1,782.8 | | | $ | 3,739.8 | |
___________________
(1)See Note 7 to our unaudited condensed consolidated financial statements for further information on our corporate debt.
(2)See Note 8 to our unaudited condensed consolidated financial statements for further information on our film related obligations.
(3)Content related payables include minimum guarantees and accrued licensed program rights obligations included on our consolidated balance sheet, which represent amounts payable for film or television rights that we have acquired or licensed.
(4)Film related obligations commitments include distribution and marketing commitments, minimum guarantee commitments, and production loan commitments not reflected on the consolidated balance sheets as they did not then meet the criteria for recognition.
(5)Includes cash interest payments on our corporate debt and film related obligations, based on the applicable SOFR interest rates at December 31, 2025, net of payments and receipts from the Company’s interest rate swaps, and excluding the interest payments on the revolving credit facility as future amounts are not fixed or determinable due to fluctuating balances and interest rates.
(6)Not included in the amounts above are $89.4 million included in other liabilities, noncurrent representing the compensatory portion of the 3 Arts Entertainment noncontrolling interest and $87.5 million of redeemable noncontrolling interest, as future amounts and timing are subject to a number of uncertainties such that we are unable to make sufficiently reliable estimations of future payments (see Note 10 to our unaudited condensed consolidated financial statements).
For additional details of contingencies, see Note 17 to our unaudited condensed consolidated financial statements.
Discussion of Operating, Investing, Financing Cash Flows
Cash, cash equivalents and restricted cash decreased by $45.9 million for the nine months ended December 31, 2025 and decreased by $113.6 million for the nine months ended December 31, 2024, before foreign exchange effects on cash. Components of these changes are discussed below in more detail.
Operating Activities. Cash flows used in operating activities attributable to continuing operations for the nine months ended December 31, 2025 and 2024 were as follows:
| | | | | | | | | | | | | | | | | | |
| Nine Months Ended | | | |
| December 31, | | | |
| 2025 | | 2024 | | Net Change | |
| (Amounts in millions) |
| Net Cash Flows Used In Operating Activities - Continuing Operations | $ | (321.7) | | | $ | (345.6) | | | $ | (23.9) | | |
Cash flows used in operating activities attributable to continuing operations for the nine months ended December 31, 2025 were $321.7 million compared to cash flows used in operating activities attributable to continuing operations of $345.6 million for the nine months ended December 31, 2024. The decrease in cash used in operating activities is primarily due to lower cash flows generated from operating activities before changes in operating assets and liabilities of $48.5 million. The change in operating assets and liabilities included lower cash used for investment in film and television programs, decreases in other assets and increases in accounts payable and accrued liabilities, offset by lower proceeds from accounts receivable and lower increases in deferred revenue.
Investing Activities. Cash flows used in investing activities attributable to continuing operations for the nine months ended December 31, 2025 and 2024 were as follows:
| | | | | | | | | | | | | |
| Nine Months Ended | | |
| December 31, | | |
| 2025 | | 2024 | | |
| (Amounts in millions) |
| Acquisition of businesses, net of cash acquired (see Note 3) | $ | (29.4) | | | $ | — | | | |
| Net proceeds from purchase price adjustments for eOne acquisition | — | | | 12.0 | | | |
| Proceeds from the sale of equity method investments | 34.0 | | | 1.5 | | | |
| Investment in equity method investees and other | (2.3) | | | (2.0) | | | |
| Distributions from equity method investees and other | 0.3 | | | — | | | |
| Acquisition of assets (film library and related assets) | — | | | (35.0) | | | |
| Capital expenditures | (9.7) | | | (9.9) | | | |
| Repayment of loans receivable | — | | | 0.8 | | | |
| Net Cash Flows Used In Investing Activities - Continuing Operations | $ | (7.1) | | | $ | (32.6) | | | |
Cash flows used in investing activities attributable to continuing operations were $7.1 million for the nine months ended December 31, 2025 compared to cash flows used in investing activities attributable to continuing operations of $32.6 million for the nine months ended December 31, 2024. The decrease was primarily due to proceeds from the sale of our equity method investment in Spyglass, partially offset by cash used for the acquisition of A&A in the current period, as compared to the cash used for the acquisition of a film library and related assets, partially offset by proceeds from the settlement of certain working capital items pursuant to the Purchase Agreement for eOne in the prior year period.
Financing Activities. Cash flows provided by financing activities attributable to continuing operations for the nine months ended December 31, 2025 and 2024 were as follows:
| | | | | | | | | | | | | | |
| | Nine Months Ended | | |
| | December 31, | | |
| | 2025 | | 2024 | | |
| | (Amounts in millions) |
| Debt - borrowings, net of debt issuance and redemption costs | | $ | 2,331.6 | | | $ | 3,557.7 | | | |
| Debt - repurchases and repayments | | (2,396.3) | | | (3,493.0) | | | |
| Net borrowings (repayments) of debt | | (64.7) | | | 64.7 | | | |
| | | | | | |
| Film related obligations - borrowings | | 2,085.2 | | | 1,494.9 | | | |
| Film related obligations - repayments | | (2,033.9) | | | (1,582.4) | | | |
| Net borrowings (repayments) of film related obligations | | 51.3 | | | (87.5) | | | |
| | | | | | |
| Cash settlement in connection with Starz Separation refinancing (see Note 7) | | 262.8 | | | — | | | |
| Sale of noncontrolling interest in Legacy Lionsgate Studios Corp. (see Note 3) | | (3.5) | | | 281.7 | | | |
| Purchase of noncontrolling interest | | — | | | (7.4) | | | |
| Tax withholding required on equity awards | | (13.4) | | | (28.7) | | | |
| Other financing activities | | (3.6) | | | (6.0) | | | |
| Net Cash Flows Provided By Financing Activities - Continuing Operations | | $ | 228.9 | | | $ | 216.8 | | | |
Cash flows provided by financing activities attributable to continuing operations were $228.9 million for the nine months ended December 31, 2025 compared to cash flows provided by financing activities attributable to continuing operations of $216.8 million for the nine months ended December 31, 2024. Cash flows provided by financing activities attributable to continuing operations for the nine months ended December 31, 2025 primarily reflect a net cash settlement received in connection with the Starz Separation refinancing of $262.8 million, partially offset by total net repayments of $13.4 million related to debt and film obligations and tax withholdings required on equity awards of $13.4 million. Cash used for other financing activities of $3.6 million primarily represents distributions to noncontrolling interests.
Cash flows provided by financing activities attributable to continuing operations of $216.8 million for the nine months ended December 31, 2024 primarily reflect net proceeds from the sale of a noncontrolling interest in Legacy Lionsgate Studios of $281.7 million, partially offset by tax withholdings required on equity awards of $28.7 million and total net repayments of $22.8 million related to debt and film obligations The net repayments include the prepayments of $84.9 million and $214.1 million of the principal accrued and unpaid interest of Term Loan A and Term Loan B, respectively. Cash used for other financing activities of $6.0 million primarily represents distributions to noncontrolling interests.
Remaining Performance Obligations and Backlog
Remaining performance obligations represent deferred revenue on the balance sheet plus fixed fee or minimum guarantee contracts where the revenue will be recognized and the cash received in the future (i.e., backlog). As disclosed in Note 11 to our unaudited condensed consolidated financial statements, remaining performance obligations were $2.0 billion at December 31, 2025 (March 31, 2025 - $1.5 billion). The backlog portion of remaining performance obligations (excluding deferred revenue) related to our Motion Picture and Television Production segments was $1.5 billion at December 31, 2025 (March 31, 2025 - $1.1 billion).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Currency and Interest Rate Risk Management
Market risks relating to our operations result primarily from changes in interest rates and changes in foreign currency exchange rates. Our exposure to interest rate risk results from the financial debt instruments that arise from transactions entered into during the normal course of business. As part of our overall risk management program, we evaluate and manage our exposure to changes in interest rates and currency exchange risks on an ongoing basis. Hedges and derivative financial instruments will continue to be used in the future in order to manage our interest rate and currency exposure. We have no intention of entering into financial derivative contracts, other than to hedge a specific financial risk. See Note 18 to our unaudited condensed consolidated financial statements for additional information on our financial instruments, and “Quantitative and Qualitative Disclosures About Market Risk” found in exhibit 99.1 to Legacy Lionsgate Studios’ Form 10-K.
Currency Rate Risk. We enter into forward foreign exchange contracts to hedge our foreign currency exposures on future production expenses denominated in various foreign currencies. These contracts are entered into with major financial institutions as counterparties. We are exposed to credit loss in the event of nonperformance by the counterparty, which is limited to the cost of replacing the contracts at current market rates. We do not require collateral or other security to support these contracts.
Interest Rate Risk. At December 31, 2025, we had interest rate swap agreements to fix the interest rate on $886.8 million of variable rate SOFR-based debt. The difference between the fixed rate to be paid and the variable rate received under the terms of the interest rate swap agreements will be recognized as interest expense for the related debt. Changes in the variable interest rates to be paid or received pursuant to the terms of the interest rate swap agreements will have a corresponding effect on future cash flows.
Certain of our borrowings, primarily borrowings under our revolving credit facility, eOne IP Credit Facility, LG IP Credit Facility, and 3 Arts Credit Facility and our film related obligations are, and are expected to continue to be, at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. The applicable margin with respect to loans under the revolving credit facility is at LGTV’s option, at either (i) Term SOFR (subject to a 0.00% floor) or (ii) a base rate, in each case plus a margin. The applicable margin is 2.50% for SOFR loans and 1.50% for base rate loans. Advances under the eOne IP Credit Facility and LG IP Credit Facility bear interest at a rate equal to Term SOFR plus 2.25% per annum. Advances under the 3 Arts Credit Facility bear interest at a rate per annum equal to, at the borrower’s option, either Term SOFR or a base rate, in each case plus a margin of 2.50% for SOFR loans and 1.50% for base rate loans. Assuming the revolving credit facility is drawn up to its maximum borrowing capacity of $800.0 million, based on the applicable SOFR in effect as of December 31, 2025, each quarter point change in interest rates would result in a $3.6 million change in annual net interest expense on the revolving credit facility, eOne IP Credit Facility, LG IP Credit Facility, 3 Arts Credit Facility and interest rate swap agreements.
The variable interest film related obligations (which includes our production loans, Production Tax Credit Facility, Backlog Facility and others) incur primarily SOFR-based interest, with applicable margins ranging from 1.00% to 4.50% per annum. A quarter point increase of the interest rates on the variable interest film related obligations would result in $3.7 million in additional costs capitalized to the respective film or television asset for production loans, and a $1.5 million change in annual net interest expense (based on the outstanding principal amount of such loans).
As of December 31, 2025, our Senior Notes had an outstanding carrying value of $382.8 million, and an estimated fair value of $368.4 million. A 1% increase in the level of interest rates would decrease the fair value of the Senior Notes by approximately $13.3 million, and a 1% decrease in the level of interest rates would increase the fair value of the Senior Notes by approximately $13.9 million.
The following table presents information about our financial instruments that are sensitive to changes in interest rates. The table also presents the cash flows of the principal amounts of the financial instruments, or the cash flows associated with the notional amounts of interest rate derivative instruments, and related weighted-average interest rates by expected maturity or required principal payment dates and the fair value of the instrument as of December 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ending March 31, | | Year Ending March 31, | | Fair Value |
| | 2026 | | 2027 | | 2028 | | 2029 | | 2030 | | Thereafter | | Total | | December 31, 2025 |
| | | | | (Amounts in millions) | | | | |
| Variable Rates: | | | | | | | | | | | | | | | |
Revolving Credit Facility(1) | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 30.0 | | | $ | 30.0 | | | $ | 30.0 | |
| Average Interest Rate | — | % | | — | % | | — | % | | — | % | | — | % | | 6.19 | % | | | | |
eOne IP Credit Facility(1) | $ | 8.5 | | $ | 34.0 | | $ | 34.0 | | $ | 34.0 | | $ | 184.4 | | $ | — | | $ | 294.9 | | | $ | 294.9 | |
| Average Interest Rate | 5.94 | % | | 5.94 | % | | 5.94 | % | | 5.94 | % | | 5.94 | % | | — | % | | | | |
LG IP Credit Facility(1) | $ | 31.3 | | $ | 125.0 | | $ | 125.0 | | $ | 125.0 | | $ | 812.5 | | $ | — | | $ | 1,218.8 | | | $ | 1,218.8 | |
| Average Interest Rate | 5.94 | % | | 5.94 | % | | 5.94 | % | | 5.94 | % | | 5.94 | % | | — | % | | | | |
3 Arts Credit Facility(1) | $ | — | | $ | — | | $ | — | | $ | — | | $ | 30.6 | | $ | — | | $ | 30.6 | | | $ | 30.6 | |
| Average Interest Rate | — | % | | — | % | | — | % | | — | % | | 6.19 | % | | — | % | | | | |
Film related obligations(2) | $ | 590.4 | | $ | 848.4 | | $ | 582.7 | | $ | — | | $ | — | | $ | 41.9 | | $ | 2,063.4 | | | $ | 2,063.4 | |
| Average Interest Rate | 5.80 | % | | 5.21 | % | | 5.31 | % | | — | % | | — | % | | 4.94 | % | | | | |
| Fixed Rates: | | | | | | | | | | | | | | | |
| Senior Notes | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 389.9 | | $ | 389.9 | | | $ | 368.4 | |
| Interest Rate | — | % | | — | % | | — | % | | — | % | | — | % | | 6.00 | % | | | | |
Interest Rate Swaps(3) | | | | | | | | | | | | | | | |
| Variable to fixed notional amount | $ | — | | $ | 706.0 | | $ | 180.8 | | $ | — | | $ | — | | $ | — | | $ | 886.8 | | | $ | (4.4) | |
____________________
(1)The effective interest rate in the table above is before the impact of interest rate swaps.
(2)Represents amounts outstanding under film related obligations (i.e., production loans, Production Tax Credit Facility, Backlog Facility and other), actual amounts outstanding and the timing of expected future repayments may vary in the future (see Note 8 to our unaudited condensed consolidated financial statements for further information).
(3)Represents interest rate swap agreements on certain of our SOFR-based floating-rate debt with fixed rates paid ranging from 3.45% to 4.10% with maturities from August 2026 to June 2027. See Note 18 to our unaudited condensed consolidated financial statements.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). These rules refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of December 31, 2025, the end of the period covered by this report, the Company carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures were effective as of December 31, 2025.
Changes in Internal Control over Financial Reporting
As required by Rule 13a-15(d) of the Exchange Act, the Company, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, has evaluated whether any changes occurred to the Company’s internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, such control. Based on that evaluation, there has been no such change during the quarter ended December 31, 2025.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, the Company is involved in certain claims and legal proceedings arising in the normal course of business. Due to the inherent difficulty of predicting the outcome of litigation and claims, the Company often cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, if any, related to each pending matter may be.
For a discussion of certain claims and legal proceedings, see Note 17 - Commitments and Contingencies to our unaudited condensed consolidated financial statements, which discussion is incorporated by reference into this Part II, Item 1, Legal Proceedings.
ITEM 1A. RISK FACTORS.
The Company’s business, reputation, results of operations, financial condition and stock price can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 and Part II, Item 1A of the Company’s Form 10-Q for the first quarter ended June 30, 2025, in each case under the heading “Risk Factors.” Except for the risk factors disclosed in Part II, Item 1A of the Company’s Form 10-Q for the first quarter ended June 30, 2025, which is hereby incorporated by reference into this Part II, Item 1A of this Form 10-Q, there have been no other material changes to the Company’s risk factors previously reported in the Company’s Form 10-K for the fiscal year ended March 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
During the quarterly period ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K).
ITEM 6. EXHIBITS.
| | | | | | | | | | | | | | |
| Exhibit Number | Exhibit Description | Incorporated by Reference |
| Form | Exhibit | Filing Date/ Period End Date |
| 3.1 | Articles | 8-K | 3.1 | 5/7/2025 |
| 3.2 | Notice of Articles | 8-K | 3.2 | 5/7/2025 |
| 4.1.10x | Supplemental Indenture No. 10, dated as of December 18, 2025. | |
| 10.13.1x | Amendment No. 1 to the Credit and Guarantee Agreement dated as of November 26, 2025 among Lions Gate Television Inc., as borrower, the guarantors party thereto, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as administrative agent. | |
| 10.27 | Governance, Standstill and Voting Agreement dated as of January 26, 2026 by and among (A) Liberty 77 Capital L.P., a Delaware limited partnership, Liberty 77 Fund L.P., a Cayman Islands exempted limited partnership and Liberty 77 Fund International L.P., a Cayman Islands exempted limited partnership, (B) MHR Fund Management LLC, a Delaware limited liability company and the affiliated funds, and (C) Lionsgate Studios Corp., a British Columbia corporation. | |
| 31.1x | Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | |
| 31.2x | Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | |
| 32.1xx | Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002 | |
| 101x | The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Equity (Deficit), (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | |
| 104x | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 (formatted as Inline XBRL and contained in Exhibit 101). | |
__________________________ | | | | | |
| x | Filed herewith |
| xx | Furnished herewith and not deemed to be "filed" for purposes of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act, or the Exchange Act, irrespective of any general incorporation language contained in such filing |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | | | | |
| | | | | |
| | LIONSGATE STUDIOS CORP. | |
| | By: | /s/ JAMES W. BARGE | |
| | | Name: | James W. Barge | |
DATE: February 5, 2026 | | Title: | Chief Financial Officer | |
SUPPLEMENTAL INDENTURE NO. 10
Supplemental Indenture No. 10 (this “Supplemental Indenture”), dated as of December 18, 2025 among:
1567187 B.C. Unlimited Liability Company, a British Columbia unlimited liability company;
Lionsgate Finance Partners LP, a Delaware limited partnership;
Lionsgate Finance Management 1 LLC, a Delaware limited liability company; and
Lionsgate Finance Management 2 LLC, a Delaware limited liability company
(each a “Guaranteeing Subsidiary”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, each of Lions Gate Television Inc. (the “Issuer”) as successor issuer to Starz Capital Holdings 1, Inc (f/k/a Lions Gate Capital Holdings 1, Inc.), and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of May 8, 2024 (the “Indenture”), providing for the issuance of 5.500% Exchange Notes due 2029 (the “Notes”) initially in the aggregate principal amount of $389,861,000;
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.
2. Guarantor. The Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
3. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.
5. Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
6. Trustee Makes No Representation. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer and the Guarantors, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and the each Guarantor, in each case, by action or otherwise, (iii) the due execution hereof by the Issuer and the Guarantors or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
1567187 B.C. UNLIMITED LIABILITY COMPANY
By: Adrian Kuzycz
Name: Adrian Kuzycz
Title: President
1567187 B.C. UNLIMITED LIABILITY COMPANY, in its capacity as general partner of LIONSGATE FINANCE PARTNERS LP
By: Adrian Kuzycz
Name: Adrian Kuzycz
Title: President
LIONSGATE FINANCE MANAGEMENT 1 LLC
By: Adrian Kuzycz
Name: Adrian Kuzycz
Title: President & Secretary
LIONSGATE FINANCE MANAGEMENT 2 LLC
By: Adrian Kuzycz
Name: Adrian Kuzycz
Title: President & Secretary
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By: Brandon Bonfig
Title: Vice President
AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENT dated as of November 26, 2025 (this “Amendment”), is entered into by and among (i) Lions Gate Television Inc. (the “Borrower”), (ii) each of the other Credit Parties party hereto, (iii) each of the LENDERS party hereto and (iv) JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Recitals
WHEREAS, the Borrower, the Credit Parties party hereto, the Lenders party hereto and the Administrative Agent are parties to that certain Credit and Guarantee Agreement dated as of May 6, 2025 (as may be further amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”) among the Borrower, the Guarantors referred to therein, the Lenders referred to therein and the Administrative Agent;
WHEREAS, the Borrower has requested certain amendments to the terms of the Credit Agreement; and
WHEREAS, the Administrative Agent and the Required Lenders signatory hereto have agreed to amend certain provisions of the Credit Agreement solely in accordance with the terms hereof, and subject to the conditions and in reliance upon the representations and warranties set forth below.
Agreement
Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1.Definitions. Capitalized terms used but not otherwise defined herein (including any such terms used in the Introductory Statement and the Recitals hereto) shall have the meanings given to them in the Credit Agreement (as same would be amended hereby on the Effective Date).
2.Amendments to Credit Agreement. Effective as of the Effective Date, subject to the satisfaction of the conditions set forth in Section 3.1 hereof, the Credit Agreement is hereby amended as follows:
2.1.Section 2.5(a) of the Credit Agreement is amended and restated in its entirety as follows:
“Notice to the Administrative Agent. The Borrower shall give notice to the Administrative Agent by no later than: (i) 12:00 p.m. (New York time) at least one (1) U.S. Government Securities Business Day before the date on which the Borrower requests the Lenders to advance a Borrowing of Loans that are Term Benchmark Loans denominated in Dollars or, for a request that Lenders advance a Borrowing of Loans that are Term Benchmark Loans on the Closing Date, at least two (2) Business Days before the Closing Date and (ii) noon (New York time) on the date the Borrower requests the Lenders to advance a Borrowing of Loans that are Base Rate Loans. The Loans included in each Borrowing of Loans shall bear interest initially at the type of rate specified in such notice. Thereafter, with respect to Base Rate Loans and Term Benchmark Loans that are denominated in Dollars, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing of Loans or, subject to Section 2.6 hereof, a portion thereof, as follows: (i) if such Borrowing of Loans is of Term Benchmark Loans, on the last day of the Interest Period applicable thereto, the Borrower may continue part or all of such Borrowing as Term Benchmark Loans or convert part or all of such Borrowing into Base Rate Loans or (ii) if such Borrowing of Loans is of Base Rate Loans, on any Business Day, the Borrower may convert all or part of such Borrowing into Term Benchmark Loans for an Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such notices requesting the advance, continuation or conversion of a Borrowing of Loans to the Administrative Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit A (Notice of Borrowing) or Exhibit B (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative Agent. Notice of the continuation of a Borrowing of Loans that are Term Benchmark Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Loans that are Base Rate Loans into Term Benchmark Loans must be given by no later than 12:00 p.m. (New York time) at least one (1) U.S. Government Securities Business Day before the date of the requested continuation or conversion of a Borrowing of Loans that are denominated in Dollars. All notices concerning the advance, continuation or conversion of a Borrowing of Loans shall specify the date of the requested advance, continuation or conversion of a Borrowing of Loans (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued or converted, the type of Loans (Base Rate Loans or Term Benchmark Loans) to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Term Benchmark Loans, the Interest Period applicable thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Borrowing of Term Benchmark Loans, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.”
2.2. Section 2.6 of the Credit Agreement is hereby amended by deleting the following language from such section:
“Without the Administrative Agent’s consent, there shall not be more than twenty (20) Borrowings of Term Benchmark Loans outstanding at any one time.”
2.3. Section 2.8(b) of the Credit Agreement is amended and restated in its entirety as follows:
“Voluntary Prepayments of Loans. The Borrower may prepay without premium or penalty (except as set forth in Section 3.6) and in whole or in part any Borrowing of (i) Loans that are Term Benchmark Loans at any time upon at least one (1) Business Day’s prior notice by the Borrower to the Administrative Agent or (ii) Loans that are Base Rate Loans at any time upon at least one (1) Business Day’s prior notice by the Borrower to the Administrative Agent (in the case of each of clauses (i) and (ii), such notice must be in writing (or telephone notice promptly confirmed by written notice) and received by the Administrative Agent prior to 2:00 p.m. (New York time) on such date), in each case, such prepayment to be made by the payment of the principal amount to be prepaid and, in the case of any Term Benchmark Loans, accrued interest thereon to the date fixed for prepayment plus any amounts due the Lenders under Section 3.6; provided, however, that the Borrower may not partially repay a Borrowing (i) if such Borrowing is of Base Rate Loans, in a principal amount less than $250,000, and (ii) if such Borrowing is of Term Benchmark Loans, in a principal amount less than $500,000, except, in each case, in such lesser amount of the entire principal amount thereof then outstanding. Any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.”
2.4. Clause (a) of the definition of “Permitted Investment” is amended and restated in its entirety as follows:
“(a) an Investment (i) in any Credit Party and (ii) by a non-Credit Party Restricted Subsidiary in another non-Credit Party Restricted Subsidiary; provided that if any such Investment in any Credit Party takes the form of Indebtedness, such Indebtedness shall be permitted pursuant to Section 7.1;”
3.Conditions to Effectiveness.
3.1.The effectiveness of the amendments set forth in Section 2 above are subject to the satisfaction of each of the conditions precedent set forth in this Section 3.1 (the date upon which each of such conditions precedent has been satisfied, the “Effective Date”):
i.The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Credit Parties and the Required Lenders.
ii.The representations and warranties contained in Section 4 hereof are true and correct in all material respects (or in all respects, if qualified by a materiality threshold).
iii.All costs and expenses due and owing pursuant to Section 12 hereof to the Administrative Agent by the Borrower, including without limitation any legal fees invoiced by outside counsel to the Administrative Agent which have been submitted to the Borrower more than three (3) Business Days prior to the date hereof, shall have been paid in full.
4.Representations and Warranties. Each Credit Party hereby represents and warrants that as of the date of this Amendment and as of the Effective Date:
4.1.such Person has the power and authority to execute and deliver this Amendment and perform its obligations under this Amendment and the Credit Agreement as amended hereby;
4.2.the execution and delivery by such Person of this Amendment, and the performance by such Person of its obligations under this Amendment and the Credit Agreement as amended hereby (a) have been duly authorized by all necessary company action (or similar action) on the part of such Person, (b) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person or any of its properties or assets, other than where any such violation would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) will not violate any provision of the certificate of formation or organization, by-laws, operating agreement, partnership agreement or any other organizational document of such Person, (d) will not violate any provision of, be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any Distribution Agreement, or any indenture, agreement, bond, note or other similar instrument to which such Person is a party or by which such Person or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of such Person other than pursuant to the Fundamental Documents and the Credit Agreement as amended hereby;
4.3.after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Fundamental Documents are true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date) with the same effect as if made on and as of the date hereof;
4.4.immediately before and after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing.
5.Ratification, Acknowledgment and Affirmation.
5.1.The Borrower and each other Credit Party hereby acknowledges that, as of the date hereof, the security interests and Liens granted to the Administrative Agent for the benefit of the Lenders and the other Secured Parties under the Credit Agreement and the other Fundamental Documents to which it is a party are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Fundamental Documents to which it is a party. Except as set forth expressly herein, all terms of the Credit Agreement, as amended hereby, and the other Fundamental Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower and each other Credit Party to the Lenders, Issuing Bank and the Administrative Agent.
5.2. By executing this Amendment, each Guarantor hereby acknowledges, consents and agrees that all of its obligations and liabilities of its guaranty under the Credit Agreement and any other applicable Fundamental Document remain in full force and effect, and that the execution and delivery of this Amendment and any and all documents executed in connection therewith shall not alter, amend, reduce or modify its obligations and liability under such guaranty.
6.Further Assurances. At any time and from time to time, at the sole expense of the Borrower, upon the Administrative Agent’s request, the Borrower will promptly and duly execute and deliver any and all further instruments and documents and take such further action as the Administrative Agent reasonably deems necessary to effect the purposes of this Amendment.
7.Fundamental Document. This Amendment is designated a Fundamental Document.
8.Full Force and Effect. Except as expressly set forth herein, this Amendment does not constitute an amendment, waiver or modification of any other provision of the Credit Agreement, does not constitute a waiver of timely compliance with the provisions of the Credit Agreement or any provision of any other Fundamental Document, does not constitute a waiver of any Default or Event of Default whether or not known to the Administrative Agent or the Lenders, and does not entitle the Borrower to any amendment, waiver or modification of any provision of the Credit Agreement or any other Fundamental Document, or to a consent to any transaction, in the future in similar or dissimilar circumstances. Except as expressly amended hereby, the Credit Agreement and the other Fundamental Documents shall continue in full force and effect in accordance with the provisions thereof on the date hereof and are hereby ratified and confirmed. As used in the Credit Agreement, the terms “Agreement,” “this Agreement,” “this Credit Agreement,” “herein,” “hereafter,” “hereto,” “hereof” and words of similar import, shall, unless the context otherwise requires, mean the Credit Agreement as amended by this Amendment.
9.Acknowledgement. The Borrower hereby confirms and acknowledges as of the date hereof that it is validly and justly indebted to the Administrative Agent and the Lenders for the payment of all Obligations under and in accordance with the terms of the Credit Agreement and the other Fundamental Documents.
10.Governing Law. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WHICH ARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.
11.Counterparts. This Amendment may be executed by facsimile or other electronic means of delivery and in one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
12.Expenses. The Borrower agrees to pay, pursuant to Section 11.4 of the Credit Agreement, all reasonable documented out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, but not limited to, the reasonable fees and disbursements of O’Melveny & Myers LLP, counsel for the Administrative Agent.
13.Headings. The headings of this Amendment are for the purposes of reference only and shall not affect the construction of or be taken into consideration in interpreting this Amendment.
[Signature Page Follows]
In Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.
BORROWER:
LIONS GATE TELEVISION INC.
By: /s/ Adrian Kuzycz
Name: Adrian Kuzycz
Title: Executive Vice President
GUARANTORS:
| | | | | | | | | | | |
ANCHOR BAY ENTERTAINMENT, LLC DEBMAR/MERCURY (WW) PRODUCTIONS LLC | |
| By: | /s/ Michael Hainkel_____ |
| Name: Michael Hainkel |
| Title: Assistant Treasurer |
| | | | | | | | |
| THE ENTITIES LISTED ON SCHEDULE A HERETO |
| |
| |
| By: | /s/ James Barge |
| Name: James W. Barge |
| Title: Chief Financial Officer & Treasurer |
SCHEDULE A
3F PRODUCTIONS, INC.
ALTERNATE UNIVERSE, LLC
ANTLER QUEEN PRODUCTIONS, INC.
ARTISAN ENTERTAINMENT INC.
ARTISAN HOME ENTERTAINMENT INC.
ARTISAN PICTURES LLC
ARTISAN RECEIVABLES HOLDINGS, LLC
BALANCED POST, INC.
BEEN THERE DONE THAT PRODUCTIONS, INC.
CANDY CANE LANE PRODUCTIONS, INC.
CATX WEE 12 PRODUCTIONS, INC.
CB DEVELOPMENT, LLC
CB DIRECT, LLC
CBLG PRODUCTIONS, LLC
CBNU PRODUCTIONS, LLC
CHAINS PRODUCTIONS, INC.
CHAIRMAN OF THE BOARD PRODUCTIONS, INC.
CONDEMNED PRODUCTIONS, INC.
CONFIDENTIAL PRODUCTIONS, INC.
D30 PRODUCTIONS, INC.
DB2 PRODUCTIONS, LLC
DD1 PRODUCTIONS, LLC
DD2 ACQUISITION CORP.
DEBMAR STUDIOS, INC.
DEBMAR/MERCURY, LLC
DELUXE PICTURES LLC
DESPERADOS, LLC
DEVIL’S MOUTH PRODUCTIONS, INC.
EARL STREET CAPITAL LLC
ENTERTAINMENT ONE FILM USA LLC
ENTERTAINMENT ONE HOLDINGS USA INC.
ENTERTAINMENT ONE REALITY PRODUCTIONS LLC
ENTERTAINMENT ONE TELEVISION USA LLC
EONE FEATURES (DEVELOPMENT) LLC
EONE FEATURES LLC
FILM HOLDINGS CO.
FOXBURG FINANCING 2 LLC
FOXBURG FINANCING 3, LLC
FOXBURG FINANCING 4, LLC
FOXBURG FINANCING, LLC
FRIENDS FINANCING, INC.
GC FILMS, INC.
GOOD BOYS PRODUCTIONS, LLC
GOOD EVEL PRODUCTIONS, INC.
GOOD UNIVERSE DEVELOPMENT, LLC
GRINDSTONE DEVELOPMENT, LLC
GRINDSTONE ENTERTAINMENT GROUP, LLC
GUILT PRODUCTIONS, INC.
HIGHER POST LLC
HOME EC PRODUCTIONS, INC.
HOUDINI PRODUCTIONS, INC.
HSKL PRODUCTIONS, INC.
INFLUENCE PRODUCTIONS, INC.
INVISIBLE CASTING INC.
JUST REWARDS PRODUCTIONS, INC.
LANDSCAPE ENTERTAINMENT CORP.
LEP REBOOT, LLC
LG BDRIGHTS HOLDINGS LLC
LG CAPITAL HOLDINGS INC.
LG CRRIGHTS HOLDINGS LLC
LG JV SERVICING COMPANY, LLC
LG LUX BDRIGHTS HOLDINGS LLC
LGAC 1, LLC
LGAC 3, LLC
LGAC INTERNATIONAL LLC
LGAC IPF, LLC
LGDG FILMS INC.
LG-MAX LLC
LGTV ANIMATION, INC.
LGTV C103 PRODUCTIONS, INC.
LIONS GATE ANCILLARY LLC
LIONS GATE DIGITAL PROJECTS, INC.
LIONS GATE ENTERTAINMENT INC.
LIONS GATE EXHIBITION, INC.
LIONS GATE FILMS HOLDINGS COMPANY #2, INC.
LIONS GATE FILMS INC.
LIONS GATE INDIA INC.
LIONS GATE INTERACTIVE, INC.
LIONS GATE INTERNATIONAL SALES, LLC
LIONS GATE MUSIC PUBLISHING LLC
LIONS GATE MUSIC, INC.
LIONS GATE ONLINE SHOP INC.
LIONS GATE PRODUCTIONS, LLC
LIONS GATE RECORDS, INC.
LIONS GATE RELEASING LLC
LIONS GATE SPIRIT HOLDINGS, LLC
LIONS GATE TELEVISION DEVELOPMENT LLC
LIONS GATE TELEVISION INTERNATIONAL - LATIN AMERICA, INC.
LIONS GATE TRUE NORTH CORP.
LIONS GATE TRUE NORTH MEDIA, LLC
LIONS GATE X PRODUCTIONS, LLC
LIONSGATE LBE, INC.
LIONSGATE LIMITED, LLC
LIONSGATE STUDIOS HOLDING, INC.
LOVE LESSONS PRODUCTIONS, INC.
LOVE LIFE PRODUCTIONS, INC.
MACARTHUR PARK PRODUCTIONS, INC.
MANDATE FILMS, LLC
MANDATE PICTURES, LLC
MANHUNT PRODUCTIONS, INC.
MERE MORTALS PRODUCTIONS, INC.
MIDDLE WEST PRODUCTIONS, INC.
MIDNIGHT SUN PRODUCTIONS, INC.
MILLERS GIRL PRODUCTIONS, LLC
MQP, LLC
NGC FILMS, INC.
NTF PRODUCTIONS, INC.
OLD HICKORY PRODUCTIONS, INC.
PIPELINE CASTING, INC.
POWER MONGERING DESPOT, INC.
P-VALLEY PRODUCTIONS, INC.
RAINMAKER PRODUCTIONS, INC.
RENEGADE 83, LLC
RENEGADE ENTERTAINMENT, LLC
ROOKIE PRODUCTIONS, INC.
SCREENING ROOM, INC.
SEE ME LOUISIANA, L.L.C.
SELP, LLC
SERPENT QUEEN PRODUCTIONS, INC.
SF1 PRODUCTIONS, INC.
SF2 PRODUCTIONS, INC.
SHARK IN A CAVE PRODUCTIONS, INC.
SILENT DEVELOPMENT CORP.
SOUTH SHORE PRODUCTIONS, INC.
STARZ MEDIA, LLC
STUDIO PRODUCTIONS INC.
SUMMIT DISTRIBUTION, LLC
SUMMIT ENTERTAINMENT DEVELOPMENT SERVICES
SUMMIT ENTERTAINMENT, LLC
SUMMIT GUARANTY SERVICES, LLC
SUMMIT INTERNATIONAL DISTRIBUTION, INC.
SUMMIT PRODUCTIONS, LLC
SUMMIT SIGNATURE, LLC
THE SCORE PRODUCTIONS, INC.
TRUE NORTH MEDIA, LLC
TWILIGHT DOMESTIC RIGHTS, LLC
TWILIGHT PRODUCTIONS, LLC
UC PRODUCTIONS, LLC
UNITED FANDOM, LLC
VESTRON INC.
WM LG PRODUCTIONS, INC.
WOMEN IN COMEDY DOCUMENTARY, LLC
LIONS GATE PENNSYLVANIA, INC.
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ROCK ACQUISITION, LLC By: Lions Gate Entertainment Inc., as Class A Member |
By: /s/ James Barge |
| Name: James W. Barge |
| Title: Chief Financial Officer & Treasurer |
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| EXTREME LOGGING, LLC FIBBY, LLC LAUREL CHANDLER, LLC OVERTURE FILMS, LLC PILGRIM FILMS AND TELEVISION, LLC PILGRIM MEDIA GROUP, LLC PILGRIM PRODUCTION, LLC PILGRIM PUBLISHING, LLC PROJECT X PRODUCTIONS, LLC ROCKHOUSE IMAGES, LLC TUFGUY PRODUCTIONS, LLC MUSICX PUBLISHING, LLC |
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| By: | /s/ Adrian Kuzycz |
| Name: Adrian Kuzycz |
| Title: Executive Vice President |
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PLAYLIST PRODUCTIONS, INC. PLLG LEGAL, INC. PSGM, INC. | |
|
By: /s/ Adrian Kuzycz Name: Adrian Kuzycz |
| Title: Executive Vice President & Secretary |
| | | | | | | | |
| WHIRLWIND ENTERTAINMENT GROUP, LLC | |
| By: | _____________________________________ |
| Name: Craig Piligian |
| Title: President & Chief Executive Officer |
| | | | | | | | |
| J & C ENTERTAINMENT, INC. | |
| By: | _____________________________________ |
| Name: Michael Hainkel |
| Title: Sole Officer |
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| LIONSGATE STUDIOS CORP. | |
| By: | /s/ James Barge |
| Name: James W. Barge |
| Title: Chief Financial Officer |
| | | | | | | | |
| LIONSGATE STUDIOS HOLDING CORP. | |
| By: | /s/ Adrian Kuzycz |
| Name: Adrian Kuzycz |
| Title: President |
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CENTBOMB PRODUCTIONS CORP. LG VISUAL PRODUCTIONS ULC | |
| By: | /s/ Adrian Kuzycz |
| Name: Adrian Kuzycz |
| Title: Executive Vice President & Secretary |
| | | | | | | | |
LIONS GATE MUSIC CORP. LIONSGATE PLAYCO HOLDINGS ULC LGAC 4, LLC SHORT GAME PRODUCTIONS, INC. | |
| By: | /s/ Adrian Kuzycz |
| Name: Adrian Kuzycz |
| Title: President & Secretary |
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LIONS GATE X PRODUCTIONS CORP. | |
| By: | /s/ Adrian Kuzycz |
| Name: Adrian Kuzycz |
| Title: Vice President & Secretary |
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LG UK BDRIGHTS HOLDINGS LIMITED | |
| By: | /s/ Sandra Benoit |
| Name: Sandra Benoit |
| Title: Director |
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LIONS GATE INTERNATIONAL MEDIA LIMITED | |
| By: | /s/ Sandra Benoit |
| Name: Sandra Benoit |
| Title: Director |
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LIONS GATE INTERNATIONAL (UK) LIMITED | |
| By: | /s/ Sandra Benoit |
| Name: Sandra Benoit |
| Title: Director |
LIONS GATE INTERNATIONAL SLATE INVESTMENT S.A. | |
| By: | /s/ Georges Scheuer |
| Name: Georges Scheuer |
| Title: Authorised Signatory |
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LIONS GATE INDIA SARL | |
| By: | /s/ Georges Scheuer |
| Name: Georges Scheuer |
| Title: Authorised Signatory |
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LIONS GATE INTERNATIONAL MOTION PICTURES SARL | |
| By: | /s/ Georges Scheuer __________________ |
| Name: Georges Scheuer |
| Title: Authorised Signatory |
| | | | | | | | | | | |
ENTERTAINMENT CAPITAL HOLDINGS INTERNATIONAL SARL | |
| By: | /s/ Georges Scheuer ____________________ | |
| Name: Georges Scheuer | |
| Title: Authorised Signatory | |
A LOT PRODUCTIONS, INC. ANGEL PRODUCTIONS, INC. BLACKFIN INC. BOTTOM DOLLAR PRODUCTIONS, INC. CRUSHED PRODUCTIONS, INC. EMPIRE PRODUCTIONS, INC. LGTV PRODUCTIONS, INC. ONE RESILIENCE PRODUCTIONS, INC. PARADISE PRODUCTIONS, INC. QUEST PRODUCTIONS, INC. WHITE FAMOUS PRODUCTIONS, INC. |
| By: | /s/ James Barge |
| Name: James W. Barge |
| Title: Treasurer |
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BLIND MAN PRODUCTIONS, LLC CHERRIES PRODUCTIONS, LLC DISASTER ARTIST, LLC DJ LOVE PRODUCTIONS, LLC EXTINCT SHADOW PRODUCTIONS, LLC FOUR FELLAS PRODUCTIONS, LLC GOOD UNIVERSE FILMS, LLC GOOD UNIVERSE INTERNATIONAL, LLC GOOD UNIVERSE MEDIA, LLC TOWNIES 2 PRODUCTIONS, LLC TOWNIES PRODUCTIONS, LLC |
| By: | /s/ Dan Freedman |
| Name: Dan Freedman |
| Title: Vice President |
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| XMAS PRODUCTIONS, LLC |
| By: | /s/ Dan Freedman |
| Name: Dan Freedman |
| Title: Vice President, as Officer of Sole Member |
LENDERS:
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By: /s/ Patrick Minnick
Name: Patrick Minnick
Title: Executive Director
CITIZENS BANK, N.A., as a Lender
By: /s/ Bryan Milinovich
Name: Bryan Milinovich
Title: Managing Director
MUFG Bank, Ltd. , as a Lender
By: /s/ Kevin Jessup
Name: Kevin Jessup
Title: Director
TRUIST BANK a Lender
By: /s/ Shae B. Patel
Name: Shae B. Patel
Title: Director
WELLS FARGO BANK, N.A., as a Lender
By: /s/ Evan Ingwers
Name: Evan Ingwers
Title: Executive Director
BANK OF AMERICA, N.A., as a Lender
By: /s/ Steve Scott
Name: Steve Scott
Title: Senior Vice President
PNC Bank, National Association,
as a Lender
By: /s/ Peyman Parhami
Name: Peyman Parhami
Title: Senior Vice President
CITIBANK, N.A.,
as a Lender
By: /s/ Elizabeth Minnella Gonzalez
Name: Elizabeth Minnella Gonzalez
Title: Managing Director & Vice President
MORGAN STANLEY SENIOR FUNDING, INC, as a Lender
By: /s/ Atu Koffie-Lart
Name: Atu Koffie-Lart
Title: Vice President
FIRST-CITIZENS BANK & TRUST COMPANY, as a Lender
By: /s/ Zulekha Chaudhry
Name: Zulekha Chaudhry
Title: VP, Sr. Underwriter PM - TMT
PREFERRED BANK, as a Lender
By: /s/ Anna Bagdasarian
Name: Anna Bagdasarian
Title: Senior Vice President
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 8, 2026
Lionsgate Studios Corp.
(Exact name of registrant as specified in charter)
British Columbia, Canada
(State or Other Jurisdiction of Incorporation)
| | | | | | | | |
| 001-42635 | | N/A |
| (Commission File Number) | | (IRS Employer Identification No.) |
(Address of principal executive offices)
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
and
2700 Colorado Avenue
Santa Monica, California 90404
Registrant’s telephone number, including area code: (877) 848-3866
No Change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Shares, no par value per share | | LION | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Lionsgate Studios Corp. (the “Company”) will be holding its initial annual general and special meeting of shareholders (the “Annual Meeting”) on March 17, 2026 at the Company’s head office in Canada at Dentons Canada LLP. Further details about the Annual Meeting will be set forth in the Company’s proxy statement.
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, shareholders may present proposals for inclusion in the Company’s proxy statement for the Annual Meeting by submitting their proposals to the Company a reasonable time before the Company begins to print and send its proxy materials. The Company has set January 20, 2026 as the deadline for receipt of shareholder proposals for inclusion in the Company’s proxy statement pursuant to Rule 14a-8.
For any director nominations to be properly made for the Annual Meeting, shareholders must be eligible to make nominations, comply with the Company’s articles, and deliver notice to the secretary of the Company no later than February 13, 2026.
All proposals by shareholders and notices of nominations and other general business may be sent to the Company’s secretary at its registered office at 250 Howe Street, 20th Floor, Vancouver, BC V6C 3R8 or as otherwise permitted by the Company’s articles.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: | January 8, 2026 | LIONSGATE STUDIOS CORP. |
| | |
| | |
| | /s/ James W. Barge |
| | James W. Barge |
| | Chief Financial Officer |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 26, 2026
Lionsgate Studios Corp.
(Exact name of registrant as specified in charter)
British Columbia, Canada
(State or Other Jurisdiction of Incorporation)
| | | | | | | | |
| 001-42635 | | N/A |
| (Commission File Number) | | (IRS Employer Identification No.) |
(Address of principal executive offices)
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
and
2700 Colorado Avenue
Santa Monica, California 90404
Registrant’s telephone number, including area code: (877) 848-3866
No Change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Shares, no par value per share | | LION | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On January 26, 2026, Lionsgate Studios Corp. (the “Company”) entered into a Governance, Standstill and Voting Agreement (the “Standstill Agreement”) with Liberty 77 Capital L.P., a Delaware limited partnership, Liberty 77 Fund L.P., a Cayman Islands exempted limited partnership, and Liberty 77 Fund International L.P., a Cayman Islands exempted limited partnership (each, a “Liberty Party,” and together, the “Liberty Parties”), and MHR Fund Management, LLC and affiliated funds (together, “MHR Fund Management”).
The Standstill Agreement provides that the Company will appoint Steven T. Mnuchin as a Liberty Party designated director (the “New Liberty Director”) to the Company’s Board of Directors (the “Board”), effective as of January 26, 2026, and will include Mr. Mnuchin on its slate of director nominees at the next annual meeting of shareholders and any subsequent annual meetings of shareholders, so long as the Liberty Parties continue to beneficially own at least five percent (5%) of the Company’s outstanding common shares and Mr. Mnuchin continues to satisfy all applicable nomination requirements under the Company’s governance documents and applicable law.
The Standstill Agreement requires each of the Liberty Parties and MHR Fund Management to vote all of the Company’s common shares owned by them (together with certain of their affiliates) in favor of each of the other’s respective nominees to the Board, subject to certain exceptions set forth in the Standstill Agreement.
The Standstill Agreement further provides that, for the period beginning on the date of the agreement and continuing until the one-year anniversary of the date that any New Liberty Director that is appointed in accordance with the Standstill Agreement is not serving on the Board, none of the Liberty Parties and MHR Fund Management will engage in customary standstill actions, including increasing their ownership in the Company above 17.5%, making unsolicited proposals, launching proxy contests, forming groups, or otherwise participating in activities that could challenge or circumvent the Company’s governance structure. The Standstill Agreement also includes customary transfer restrictions, limitations on derivative or hedging transactions, and prohibitions on certain coordinated actions, and provides for the automatic termination of these restrictions in certain circumstances, including the Company’s entry into a definitive agreement for extraordinary transactions described in the Standstill Agreement.
The Standstill Agreement also provides the Liberty Parties with pre-emptive rights and registration rights, in each case, consistent with the rights included in that certain Investor Rights Agreement, dated as of May 6, 2025, by and among the Company, MHR Fund Management, Liberty Global Ventures Limited and Liberty Global LTD. (collectively, “Liberty Global”) and those certain Registration Rights Agreements with each of MHR Fund Management and Liberty Global, dated as of May 6, 2025, respectively, as well as certain “most favored nations” provisions to both the Liberty Parties and the Mammoth Parties that terminate once the parties own less than 20,000,000 of the Company’s common shares.
The summary of the Standstill Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Standstill Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 26, 2026, the Board has appointed Mr. Mnuchin to serve as a member of the Board. The Board has determined that Mr. Mnuchin qualifies as an “independent” director of the Company under the New York Stock Exchange listing standards.
With the appointment of Mr. Mnuchin, there are eleven (11) directors on the Board. Mr. Mnuchin has not yet been appointed to serve as a member of any Board committee. The Company expects that the appointment of Mr. Mnuchin will contribute to the oversight and governance of the Company and does not expect the appointment to result in any material change to the business, operations or affairs of the Company or its subsidiaries.
Mr. Mnuchin is the Managing Partner of Liberty Strategic Capital, a Washington, DC-based private equity firm focused on strategic investments in technology, financial services and fintech, and new forms of content.
Prior to founding Liberty Strategic Capital, Mr. Mnuchin served as the 77th Secretary of the Treasury from February 2017 through January 2021. As Secretary, Mr. Mnuchin was responsible for leading the U.S. Treasury, whose mission is to maintain a strong economy, foster economic growth, and create job opportunities by promoting the conditions that enable prosperity at home and abroad. He was also responsible for strengthening national security by combating economic threats and protecting the U.S. financial system, as well as managing the U.S. government’s finances. Mr. Mnuchin also oversaw cybersecurity for the financial services sector and all Treasury bureaus including the IRS. Secretary Mnuchin played a pivotal role in shaping and advancing the President’s economic agenda, including the passage and implementation of the Tax Cuts and Jobs Act and the CARES Act. He also led the Treasury Department’s regulatory reform efforts. Secretary Mnuchin was chair of the Committee on Foreign Investment in the United States (CFIUS) and was a member of the National Security Council. He was responsible for using economic tools to combat terrorist financing and other threats to the United States and its allies.
Prior to his confirmation, he served as Founder, Chairman, and Chief Executive Officer of Dune Capital Management. He founded OneWest Bank Group LLC and served as its Chairman and Chief Executive Officer until its sale to CIT Group Inc. Earlier in his career, Mr. Mnuchin worked at The Goldman Sachs Group, Inc., where he was a Partner and served as Chief Information Officer, with responsibility for the firm’s global information and technology strategy and operations. He has extensive experience in global financial markets and investments.
In connection with his appointment, Mr. Mnuchin entered into the Standstill Agreement, the summary of which is set forth in Item 1.01 above.
Except as disclosed herein, there are no arrangements or understandings pursuant to which Mr. Mnuchin was appointed as a director. There are no family relationships among any of the Company’s directors, executive officers and Mr. Mnuchin. Moreover, except as disclosed herein, there are no related party transactions between the Company and Mr. Mnuchin reportable under Item 404(a) of Regulation S-K.
Mr. Mnuchin will participate in the current director compensation arrangements applicable to non-employee directors.
Item 8.01. Other Events.
On January 26, 2026, the Company issued a press release announcing the appointment of Mr. Mnuchin to the Board. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| 10.1 | Governance, Standstill and Voting Agreement dated as of January 26, 2026 by and among (A) Liberty 77 Capital L.P., a Delaware limited partnership, Liberty 77 Fund L.P., a Cayman Islands exempted limited partnership and Liberty 77 Fund International L.P., a Cayman Islands exempted limited partnership, (B) MHR Fund Management LLC, a Delaware limited liability company and the affiliated funds, and (C) Lionsgate Studios Corp., a British Columbia corporation. |
| 99.1 | Press Release dated January 26, 2026 |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| Date: | January 26, 2026 | LIONSGATE STUDIOS CORP. |
| | |
| | /s/ James W. Barge |
| | James W. Barge |
| | Chief Financial Officer |
EX-10.1 2 d101361dex101.htm EX-10.1 Exhibit 10.1
EXECUTION VERSION
GOVERNANCE, STANDSTILL AND VOTING AGREEMENT
This Governance, Standstill and Voting Agreement (this “Agreement”), dated as of January 26, 2026, is by and among (A) Liberty 77 Capital L.P., a Delaware limited partnership, Liberty 77 Fund L.P., a Cayman Islands exempted limited partnership and Liberty 77 Fund International L.P., a Cayman Islands exempted limited partnership (each, a “Liberty Party,” and together, the “Liberty Parties”), (B) MHR Fund Management LLC, a Delaware limited liability company (“Mammoth”) and the affiliated funds of Mammoth that are party hereto (the “Mammoth Funds” and, together with Mammoth, the “Mammoth Parties”), and (C) Lionsgate Studios Corp., a British Columbia corporation (the “Company”). The Liberty Parties and the Mammoth Parties are each sometimes referred to herein as an “Investor Party” and collectively as the “Investor Parties”. In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Liberty Parties, the Mammoth Parties and the Company agree as follows:
1. Board Matters.
(a) New Liberty Director Appointment. The Company agrees with the Liberty Parties that, effective on or around January 26, 2026, the Board of Directors of the Company (the “Board”) shall take such actions as are necessary in accordance with the Company’s articles (the “Articles”) and the Business Corporations Act, S.B.C. 2002, c. 57 (the “BCBCA”) to appoint Steven T. Mnuchin as an additional director pursuant to section 14.8 of the Articles for an initial term lasting until the next annual meeting of stockholders of the Company (the “Next Annual Meeting”), and to set the size of the Board to eleven (11) directors for the Next Annual Meeting, and appoint Steven T. Mnuchin as one of the eleven (11) directors on the Board. The Liberty Parties acknowledge that, as of the date hereof, Mr. Mnuchin is able and willing to serve on the Board, and the Company acknowledges that Mr. Mnuchin has satisfied the Nomination Qualifications (as defined below). The Next Annual Meeting is currently anticipated to occur during the month of March 2026. Each annual meeting after the Next Annual Meeting shall be referred to herein as a “Subsequent Annual Meeting”. The term “New Liberty Director” as used in this Agreement, shall mean any individual (including Steven T. Mnuchin) designated for appointment or election to the Board by the Liberty Parties pursuant to and in accordance with the terms of this Agreement. For the avoidance of doubt, in no event shall more than one New Liberty Director serve as a Board member at any time.
(b) Nomination of New Liberty Director. The Company agrees with the Liberty Parties (subject to clause 1(f) below) that, provided that a New Liberty Director is able and willing to serve on the Board and satisfies the Nomination Qualifications:
(i) the Company will include one New Liberty Director in the Company’s slate of nominees to stand for election as a director of the Board at the Next Annual Meeting and each Subsequent Annual Meeting;
(ii) the Board will recommend that the stockholders of the Company vote to elect that one New Liberty Director as a director of the Company at the Next Annual Meeting and each Subsequent Annual Meeting;
(iii) the Company will use such efforts (which will include the solicitation of proxies) to obtain the election of that one New Liberty Director at the Next Annual Meeting and each Subsequent Annual Meeting as are substantially the same as its efforts to obtain the election of the other director nominees of the Company with respect to such annual meeting, but not less than reasonable best efforts.
If, as a result of death, disability, retirement, resignation or removal (with or without cause), there shall exist or occur any casual vacancy of a seat on the Board previously occupied by a New Liberty Director, the Liberty Parties shall have the right (but be under no obligation) to designate another individual and, provided such individual complies with the Nomination Qualifications, the Board shall take such actions as are necessary to promptly appoint such individual to the Board as a New Liberty Director, to fill such vacancy and serve as a director on the Board pursuant to the terms and conditions hereof, including Section 1(d) hereof.
(c) [Reserved.]
(d) Nomination Qualifications. As a condition to the New Liberty Director’s appointment to the Board as provided in the last paragraph of Section 1(b) above, and any nomination of such individual for election as a director at any annual meeting of stockholders of the Company as provided in Section 1(b)(i) above: (i) such individual must (1) be approved for recommendation to the stockholders by the Board following its receipt of the information contemplated in clause (ii) below, such approval to be subject to the fiduciary duties of the members thereof, it being agreed that (x) the Board has, subject to the execution and delivery of this Agreement by all parties, approved Steven T. Mnuchin as the New Liberty Director to stand for election as a director of the Board for the 2026 Annual Meeting, and (y) in the event the Board does not approve the New Liberty Director to stand for election as a director of the Board at a Subsequent Annual Meeting, then the Liberty Parties shall have the right to designate additional individuals until one of such individuals is approved, and (2) meet all other qualifications required for service as a director set forth in (x) the BCBCA, the Articles and, (y) the Company’s Corporate Governance Guidelines (as currently in effect, and as such Articles and Corporate Governance Guidelines may be amended from time to time by the Company to comply with applicable law, rules and regulations, including stock exchange rules and guidelines or with the approval of the New Liberty Director by affirmative vote as a Board member, and as the BCBCA may be amended from time to time (the “Articles and Guidelines”); and (ii) the Liberty Parties will cause the New Liberty Director to provide any information the Company reasonably requests, including information required to be disclosed in a proxy statement, proxy circular or other filing under applicable law, stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance or legal obligations, and to consent to appropriate background checks, to the extent, in each case, consistent with the information and background checks required by the Company with respect to other members of the Board (each of the foregoing in (i) and (ii), the “Nomination Qualifications”). For the avoidance of doubt, the Company acknowledges and agrees that the New Liberty Director may, at the Liberty Parties’ discretion, be an existing director, officer, employee or consultant of the Liberty Parties; provided, that such New Liberty Director complies with the Nomination Qualifications.
(e) Company Policies. The Company and the Liberty Parties acknowledge that the New Liberty Director, upon appointment or election to the Board, will be governed by the same protections and obligations regarding confidentiality, fiduciary duties, trading and disclosure policies, and other policies of the Company that are applicable to all other directors of the Company in their capacities as such, as currently in effect, as such policies may be amended from time to time by the Company to comply with applicable law, rules and regulations, including stock exchange rules and guidelines or with the approval of the New Liberty Director (not to be unreasonably withheld), by affirmative vote as a Board member (collectively, “Company Policies”). The Liberty Parties agree that the New Liberty Director, if appointed or elected to the Board, will comply with the Company Policies.
(f) Limitation of Appointment Right; Termination. The Company’s obligations under this Section 1 shall automatically terminate, and the Liberty Parties shall have no rights under this Section 1, upon the earliest of such time as: (i) the Liberty Parties cease to beneficially own a “net long position” of at least five percent (5%) (the “Minimum Ownership Threshold”) of the then outstanding Common Shares, (ii) the Liberty Parties cease to have the exclusive right and power to vote at least five percent (5%) of the then outstanding Common Shares, (iii) the Liberty Parties cease to have the exclusive right and power to dispose of at least five percent (5%) of the then outstanding Common Shares, (iv) the Liberty Parties cease to have beneficial ownership of at least five percent (5%) of the then outstanding Common Shares, (v) the Liberty Parties cease to have aggregate economic exposure to at least five percent (5%) of the then outstanding Common Shares, or (vi) any Liberty Party or other Restricted Person (as defined below) breaches this Agreement in any material respect (and, if curable, fails to cure such breach within ten (10) days of written notice thereof); provided that the parties acknowledge and agree that any breach of the Liberty Parties obligations under Section 3(a) are material and not curable) (the occurrence of any event described in clauses (i) through (vi) above, a “Liberty Director Termination Event”). In each case, if the New Liberty Director is on the Board, he or she shall, within forty-eight (48) hours of the occurrence of any Liberty Director Termination Event, deliver his written resignation to the Board effective immediately upon delivery, and the Liberty Parties agree to cause, and agree to cause their respective Affiliates to cause, the New Liberty Director to immediately resign from the Board if he fails to so resign if and when required pursuant to this Section 1(f), it being understood that the Company will be entitled to treat such person’s term as a director as having ended upon, and such person’s term as a director shall for all purposes be deemed to have ended upon, the occurrence of any Liberty Director Termination Event.
(g) New Liberty Director Resignation or Removal. If, at any time, the New Liberty Director that is on the Board fails in any material respect (and, if curable, fails to cure such failure within ten (10) days of written notice thereof) to (i) comply with the Company Policies or (ii) meet the requirements of the Articles and Guidelines, such new Liberty Director shall promptly offer to resign (subject to the Board’s acceptance of such offer to resign) and, if he/she does not offer to resign within two (2) business days following any such failure, may be removed by the Board. Upon the effective date of any such resignation or removal, as the case may be, the casual vacancy created by such resignation or removal may be filled by a nominee of the Liberty Parties made in accordance with the last paragraph of Section 1(b) above.
2. Standstill.
(a) With respect to the Liberty Parties and the Mammoth Parties, from the date of this Agreement until the date that is one year after the later of: (x) the first date after the appointment of Steven Mnuchin to the Board (which the Company shall cause to occur on the date hereof) that Steven Mnuchin is not serving on the Board (including, for the avoidance of doubt, because of death, disability, retirement, resignation or removal (with or without cause)); and (y) the date that no successor New Liberty Director that is designated for appointment or election in accordance with this Agreement is serving on the Board (the “Restricted Period”) (for clarity, in the event that any New Liberty Director ceases to serve on the Board (a “Departing New Liberty Director”), and the replacement for such Departing New Liberty Director is thereafter appointed or elected in accordance with this Agreement, the reference in clause (y) to “the date” shall not refer to the date that the Departing New Liberty Director ceased to serve on the Board), such Investor Party shall not, and shall cause its Affiliates and its and their respective Representatives acting on their behalf or at their direction (collectively with the applicable Investor Party, the “Restricted Persons”) not to, directly or indirectly:
(i) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any third party in the acquisition of, record or beneficial ownership of, or economic exposure to, any securities of the Company or any of its Subsidiaries or rights or options to acquire any securities of the Company or any of its Subsidiaries, or engage in any swap or hedging transactions or other derivative agreements or arrangements of any nature with respect to any securities of the Company or any of its Subsidiaries, in each case, if such acquisition, offer, agreement, transaction or arrangement would result, if consummated, in the Investor Party and any third party directed by, or acting in concert with such Investor Party, together with such Investor Party’s Controlled Affiliates, having, in the aggregate, (a) either beneficial ownership of, or economic exposure to, more than seventeen and one-half percent (17.5%) of the Common Shares or any other class of equity securities of the Company or its Subsidiaries outstanding at such time, or (b) any combination of any of the following that, in the aggregate, relates to more than seventeen and one-half percent (17.5%) of the Common Shares or any other class of equity securities of the Company or its Subsidiaries outstanding at such time: (x) beneficial ownership (where voting power is not decoupled from economic exposure), (y) voting power (if voting power is decoupled from economic exposure) and (z) economic exposure (if economic exposure is decoupled from voting power); provided, that the Liberty Parties and Mammoth may agree to a limitation that is greater than 17.5% and the same shall be effective at 5:00PM ET on the second (2nd) business day following the date of joint written notice from the Liberty Parties and Mammoth to the Company of such agreement;
(ii) make or submit any proposal for or with respect to, or offer of (in each case, with or without conditions), either alone or in concert with others, any tender offer, exchange offer, merger, amalgamation, consolidation, acquisition, business combination, recapitalization, restructuring, reorganization, liquidation, separation, dissolution or other extraordinary transaction involving the Company or any of its Subsidiaries (including its Subsidiaries and joint ventures or any of their respective securities or assets) (each, an “Extraordinary Transaction”); provided that any negotiations, agreements (whether written or oral), proposals, arrangements, understandings, transactions or other activities by, between or among (x)(i) entities constituting any Mammoth Party or any of their respective Affiliates or any person who is, becomes or is seeking to become one of its or their respective limited partners, members or other owners, whether directly or indirectly, or (ii) entities constituting any Liberty Party or any of their respective Affiliates or any person who is, becomes or is seeking to become one of its or their respective limited partners, members or other owners, whether directly or indirectly, or (y) the Liberty Parties (or any of their respective Affiliates) and the Mammoth Parties (or any of their respective Affiliates) with one another (for the avoidance of doubt, which may include action in concert with others) (collectively, the “Exempted Investor Activities”), shall not be considered an Extraordinary Transaction and nothing in Section 2(a)(i) through Section 2(a)(xi) shall prohibit or restrict any action to proceed with, facilitate, engage in, finance, further or complete any Exempted Investor Activity; provided further, that if any person other than any Investor Party or any of their Restricted Persons commences a tender or exchange offer for securities of the Company or any or its Subsidiaries, or enters into a definitive agreement with the Company or any of its Subsidiaries for an Extraordinary Transaction (each, a “Third Party Extraordinary Transaction”), nothing in this Section 2(a)(ii) through 2(a)(xi) shall prohibit or restrict the Liberty Parties, the Mammoth Parties or any of their respective Affiliates (who are at such time otherwise in compliance with this Section 2(a) and Section 3 in all material respects), together with any of their respective Restricted Persons, from: (a) communicating with the Company or any of its Subsidiaries, its shareholders or any other Person regarding such Third Party Extraordinary Transaction, (b) opposing such Third Party Extraordinary Transaction, (c) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Common Shares (which may exclude the proposing Investor Party and its Restricted Persons), then Section 2(a)(i) shall not apply to an acquisition of Common Shares or other securities as part of the consummation of such transaction), (d) soliciting proxies or consents in opposition to such Third Party Extraordinary Transaction, or in favor of such competing proposal, or (e) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in subclauses (a) through (d) of this proviso;
(iii) form, join, encourage or participate in or act in concert as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with respect to any securities of the Company or any of its Subsidiaries, provided, that this subsection (iii) shall not apply to any Exempted Investor Activities; provided further, that under no circumstances shall any of the Mammoth Parties or any of their respective Affiliates, on the one hand, and the Liberty Parties or any of their respective Affiliates, on the other hand, be deemed to have formed, joined, encouraged or participated in or acted in concert as a “group” (as defined in Section 13(d)(3) of the Exchange Act) solely for purposes of this Agreement, including this clause (iii); (iv) enter into a voting trust, voting arrangement or voting agreement, or subject any securities of the Company or any of its Subsidiaries to any voting trust, voting arrangement or voting agreement, in each case other than (A) this Agreement, (B) that certain Investor Rights Agreement dated as of May 6, 2025 among Mammoth, Lionsgate Studios Holding Corp. (“LSHC”), Liberty Global Ventures Limited (“Liberty Global Ventures”) and Liberty Global Ltd. (“Liberty Global”) (as may be amended from the time to time, the “Investor Rights Agreement”), (C) that certain Voting Agreement dated as of May 6, 2025 among Mammoth, LSHC, Liberty Global Ventures, Liberty Global Ltd. and the Mammoth Funds (as defined therein) (as may be amended from time to time, the “Voting Agreement”), (D) granting proxies in solicitations approved by the Board, or (E) in connection with any Exempted Investor Activities;
(v) sell, offer or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights or economic exposure, in each case decoupled from the underlying Common Shares held by a Restricted Person;
(vi) (A) initiate, call or seek to call (publicly or otherwise), a special meeting of stockholders or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaign; provided, that this subsection (vi) shall not apply to any Exempted Investor Activities;
(vii) (A) engage in any “solicitation” (as such term is used in the proxy rules of the SEC but including solicitations of ten (10) or fewer stockholders which would otherwise be excluded from the definition of “solicitation” pursuant to Rule 14a-2(b)(2) promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of proxies or consents with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or the Board or the stockholders of the Company or (B) become a “participant” (as such term is used in the proxy rules of the SEC) in any such solicitation of proxies or consents or proposal; provided that this subsection (vii) shall not restrict or prohibit either Investor Party or any of their respective Affiliates from soliciting proxies or consents with respect to (a) any director designated/nominated by such Investor Party pursuant to this Agreement or the Investor Rights Agreement, (b) any matter that is proposed by the Company or pursuant to an Exempted Investor Activity or (c) any Third Party Extraordinary Transaction or competing proposal in accordance with Section 2(a)(ii);
(viii) vote in favor of any individual director or slate of directors that is not included in the Company’s recommended slate of directors, unless: (x) such individual director or slate of directors was nominated pursuant to an Exempted Investor Activity, or (y) such individual(s) not included in the Company’s recommended slate and those running in concert with such individuals(s) or as a slate, if elected, would constitute less than a majority of the members of the Board;
(ix) solicit proxies or consents in opposition to the New Liberty Director (as designated/nominated pursuant to and in accordance with this Agreement) or any Mammoth Directors (as defined below);
(x) publicly make any request to amend or waive the terms of this Section 2 (including this subclause); or
(xi) enter into any negotiations, agreements (whether written or oral), arrangements or understandings with any third party related to, or assist any third party in taking, any action that the Restricted Persons are prohibited from taking pursuant to this Section 2; provided, that this subsection (xi) shall not apply to any Exempted Investor Activities.
(b) Notwithstanding anything to the contrary in Section 2(a), if any person or group other than any Investor Party or any of their Restricted Persons initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 2(a) shall prohibit or restrict the Liberty Parties, the Mammoth Parties or any of their respective Affiliates (who are at such time otherwise in compliance with Section 2(a) and Section 3 in all material respects), together with any of their respective Restricted Persons, from: (a) communicating with the Company and/or its shareholders regarding such Hostile Action; and (b) soliciting proxies or consents to oppose the Hostile Action; provided that no Investor Party or any of their Restricted Persons shall be permitted to propose any alternative slate of directors in response to any Hostile Action.
(c) Notwithstanding anything to the contrary in Section 2(a), the restrictions set forth in Section 2(a) shall terminate:
(i) for each of the Investor Parties if the Company breaches this Agreement in any material respect (and if curable, fails to cure such breach within ten (10) days of written notice thereof);
(ii) with respect to the New Liberty Parties if (x) the Company or any of its Subsidiaries enters into a definitive agreement with a third party for an Extraordinary Transaction and at such time the New Liberty Parties are not in breach of this Section 2, and (y) while such definitive agreement is in effect, the New Liberty Director resigns from the Board and the New Liberty Parties irrevocably waive in writing their rights under this Agreement to appoint any New Liberty Directors; or
(iii) with respect to the Mammoth Parties if (x) the Company or any of its Subsidiaries enters into a definitive agreement with a third party for an Extraordinary Transaction and at such time the Mammoth Parties are not in breach of this Section 2, and (y) while such definitive agreement is in effect, the Mammoth Directors resign from the Board and the Mammoth Parties irrevocably waive in writing their rights under the Investor Rights Agreement to appoint any Mammoth Directors.
For the avoidance of doubt, if the restrictions set forth in Section 2(a) terminate as a result of Section 2(c)(ii), the “Restricted Period” shall be deemed to continue for all other purposes of this Agreement (including Section 3 hereof) until the first anniversary after the date that the New Liberty Director resigns from the Board.
3. Voting Agreement.
(a) The Liberty Parties agree that, during the Restricted Period, the Liberty Parties shall, and shall cause each of its Affiliates to, (i) cause the Voting Securities then beneficially owned by the Liberty Parties and/or any of their Affiliates (other than Company Securities beneficially owned by such Person solely as a result of clause (ii)(a) or (ii)(c) of the proviso in the definition of “beneficial ownership”) to be voted in favor of all Director designees/nominees of the Mammoth Parties and their Affiliates(as designated/nominated by Mammoth pursuant to and in accordance with the Mammoth Parties’ and their Affiliates rights under the Investor Rights Agreement, as such rights exist under the Investor Rights Agreement as in effect as of the date hereof (all such persons, the “Mammoth Directors”)) and (ii) not vote any of the Voting Securities beneficially owned by the Liberty Parties and/or any of their Affiliates (other than Company Securities beneficially owned by such Person solely as a result of clause (ii)(a) or (ii)(c) of the proviso in the definition of “beneficial ownership”) in favor of the removal of any such Mammoth Directors; provided, that if the Mammoth Parties shall request in writing the removal of one or more of its Mammoth Directors, the Liberty Parties shall, and shall cause each of its Affiliates to, vote the Voting Securities beneficially owned by the Liberty Parties and/or any of their Affiliates (other than (y) Company Securities beneficially owned by such Person solely as a result of clause (ii)(a) or (ii)(c) of the proviso in the definition of “beneficial ownership”) in favor of such removal.
(b) The Mammoth Parties agree that during the Restricted Period, the Mammoth Parties shall, and shall cause each of its Affiliates to, (i) cause the Voting Securities then beneficially owned by the Mammoth Parties and/or any of their Affiliates (other than Company Securities beneficially owned by such Person solely as a result of clause (ii)(a) or (ii)(c) of the proviso in the definition of “beneficial ownership”) to be voted in favor of the New Liberty Director designee/nominee (as designated/nominated by the Liberty Parties pursuant to and in accordance with Section 1 hereof), if any, and (ii) not vote any of the Voting Securities beneficially owned by the Mammoth Parties and/or any of their Affiliates (other than Company Securities beneficially owned by such Person solely as a result of clause (ii)(a) or (ii)(c) of the proviso in the definition of “beneficial ownership”) in favor of the removal of the New Liberty Director designee/nominee (as designated/nominated by the Liberty Parties pursuant to and in accordance with Section 1 hereof), if any; provided, that if the Liberty Parties shall request in writing the removal of its Director designee/nominee, the Mammoth Parties shall, and shall cause each of its Affiliates to, vote the Voting Securities beneficially owned by the Mammoth Parties and/or any of their Affiliates (other than Company Securities beneficially owned by such Person solely as a result of clause (ii)(a) or (ii)(c) of the proviso in the definition of “beneficial ownership”) to be voted in favor of such removal.
4. Confidentiality; Insider Trading Restrictions.
(a) The Company and the Liberty Parties agree that the New Liberty Director who is a member of the Board may provide Confidential Information of the Company to the Liberty Parties subject to, and solely in accordance with the terms of the Company Policies and this Section 4.
(b) Each Liberty Party acknowledges and agrees that it and its Affiliates shall not use any Confidential Information for any purpose other than the Liberty Parties’ investment in the Company (and, in that regard, shall ensure that any such permitted use by the Liberty Parties’ does not otherwise violate applicable law, rules and regulations, including stock exchange rules and guidelines) and shall not disclose any Confidential Information to any person, except that Confidential Information may be disclosed:
(A) to its officers, employees, directors and managers who need to know such information in connection with the performance of their duties;
(B) to the extent required by any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar legal process to which the Liberty Party or any of its officers, employees and representatives is subject, or as may be required in connection with the assertion, prosecution or defense by such Liberty Party or any of its officers, employees and representatives of any claim, demand, action, suit or proceeding with respect to any matters related hereto; provided that the Liberty Party or its applicable officers, employees and representatives shall provide the Company with prompt notice of any such request, to the extent practicable and legally permitted, so that the Company may seek confidential treatment, an appropriate protective order or similar relief, and the Liberty Party or its applicable officers, employees and representatives shall reasonably cooperate (at the Company’s expense) with such efforts by the Company; and
(C) to the extent required to permit such Liberty Party or any of its officers, employees and representatives to comply with applicable law or applicable rules or regulations of any stock exchange on which securities of such Liberty Party or its and his Affiliates are listed; provided that the Liberty Party or its applicable officers, employees and representatives shall provide the Company with prior notice of any such required disclosure, to the extent practicable and legally permitted, so that the Company may seek confidential treatment, an appropriate protective order or similar relief, and the Liberty Party or its applicable officers, employees and representatives shall reasonably cooperate (at the Company’s expense) with such efforts by the Company.
(c) For purposes of this Agreement, “Confidential Information” means any nonpublic information received by any Liberty Party from the New Liberty Director concerning the Company, its Affiliates, or its or their respective financial condition, business, assets, operations or prospects; provided that “Confidential Information” does not include information that(i) is or was available to the Liberty Party on a non-confidential basis prior to its disclosure to the Liberty Party by the Company, (ii) is or becomes generally available to the public other than as a result of a disclosure by the New Liberty Director, a Liberty Party, its Affiliates, or its or their directors, officers, employees, counsel, investment advisers or other agents or representatives in violation of this Agreement, (iii) was or becomes available to the Liberty Party on a non-confidential basis from a source other than the Company, its Affiliates or any of its or their respective Representatives or agents or the New Liberty Director, which source is or was (at the time of receipt of the relevant information) not, to the best knowledge of the New Liberty
Director or the Liberty Parties (as applicable), bound by a confidentiality agreement or other confidentiality obligation with respect to such information, or (iv) is independently developed by the Liberty Party without violating any confidentiality agreement with, or other obligation of secrecy to, the Company. The Company acknowledges that Liberty will not be deemed to be in breach of this Agreement by reason of Liberty or its representatives retaining residuals of the Confidential Information and using such residuals in the ordinary course of business, provided that the foregoing does not constitute a license under any intellectual property rights and provided further that there is no disclosure of residuals to any third party. The term “residuals” means any information of a general nature, such as general knowledge, ideas, concepts, know-how, professional skills, work experience or techniques, that may be retained in the unaided memories of Liberty’s or its representatives employees who have accessed the Confidential Information pursuant to the terms of this Agreement which has not been reduced to a tangible form. For purposes of this Agreement, a person’s memory is unaided if the person has not intentionally memorized the Confidential Information, nor intentionally refreshed the person’s memory of the Confidential Information.
(d) The Liberty Parties acknowledge that they and their Affiliates are aware that United States and Canadian securities laws may restrict any person who has material, nonpublic information about a company from purchasing or selling any securities of such company while in possession of such information or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. For the avoidance of doubt, the Liberty Parties may trade securities subject to and in compliance with the Company’s insider trading policies and applicable law.
5. Preemptive Rights, Registration Rights, and MFN. The Liberty Parties shall have pre-emptive rights consistent with those in Section 3 of the Investor Rights Agreement and registration rights consistent with that certain Registration Rights Agreement dated as of May 6, 2025. In addition, if on or after the date hereof, the Company or any of its subsidiaries enters into any legally binding contract, agreement, arrangement, or understanding (or any amendment thereto) with any shareholder of the Company (a “New Agreement”) relating to the nomination, designation, recommendation and election of directors, governance or registration rights, or other matters addressed by this Agreement, the Investor Rights Agreement, or the Voting Agreement, then the Company shall provide written notice thereof to each of the Liberty Parties and the Mammoth Parties (an “MFN Notice”) setting forth all such rights, conditions thereof and related obligations (the “New Agreement Rights and Obligations”). In the event either or both of the Liberty Parties or the Mammoth Parties, acting separately or jointly, determine that such terms are preferable, then either or both of the Liberty Parties or the Mammoth Parties, as the case may be, will notify the Company in writing within 20 days of receipt of such MFN Notice indicating that it elects to obtain and be subject to the New Agreement Rights and Obligations. Promptly after receipt of such notice, the Company shall enter into a separate agreement with each of the Liberty Parties and the Mammoth Parties (or their respective Affiliates, as appropriate) so electing, as the case may be, setting forth such New Agreement Rights and Obligations (which separate agreement shall supersede any existing applicable agreement between the Company and the Liberty Parties and/or the Mammoth Parties, as applicable, that relates to the matters covered by the New Agreement Rights and Obligations); provided, that the foregoing rights and entitlements of the Liberty Parties and the Mammoth Parties shall not apply to any such New
Agreement that is significantly related to the material acquisition of assets or securities of another company, the sale of all or substantially all of the assets of the Company, the sale of (or a substantial direct or indirect interest in) an operating subsidiary or division of the Company, or any other material business combination for the benefit of the Company and its shareholders as a whole, where the Company’s benefit from any such transaction significantly relates to the Company’s business and operations. Notwithstanding the foregoing, if, on or after the date hereof, the Company provides any “Triggering Shareholder” with benefits similar to those provided under this Agreement, including without limitation in respect of appointing or nominating the Triggering Shareholder or their representative to the Board, then the Company will be deemed to have entered into a New Agreement with such shareholder, the Company shall provide each of the Liberty Parties and the Mammoth Parties with an MFN Notice, and the New Agreement Rights and Obligations for purposes of this Section 5 shall consist of the benefits provided without any conditions or related obligations; provided that the foregoing shall not be applicable if such benefits are provided to such shareholder in connection with and are significantly related to the material acquisition of assets or securities of another company, the sale of all or substantially all of the assets of the Company, the sale of (or a substantial direct or indirect interest in) an operating subsidiary or division of the Company, or any other material business combination for the benefit of the Company and its shareholders as a whole, where the Company’s benefit from any such transaction significantly relates to the Company’s business and operations. As used herein, a “Triggering Shareholder” means any registered investment advisor or investment vehicle managed by a registered investment advisor (including any hedge fund, private equity fund, pension fund, mutual fund) that owns more than 10,000,000 Common Shares (as adjusted for stock splits, stock dividends, combinations, reorganizations or similar events). The Company agrees, for the benefit of the Mammoth Parties and the Liberty Parties, not to (x) provide any benefits to any “Triggering Shareholder” that would cause the Company to be deemed to have entered into a New Agreement with such Triggering Shareholder or (y) enter into a New Agreement, that would, in either instance, give rise to the obligation to deliver an MFN Notice, without the written consent of each of the Mammoth Parties and the Liberty Parties. Notwithstanding the foregoing, the Company shall not be required to tender an MFN Notice to the Liberty Parties, and the Liberty Parties shall not have any right to elect to obtain any New Agreement Rights and Obligations, on or after the date that the Liberty Parties own less than 20,000,000 Common Shares. Notwithstanding the foregoing, the Company shall not be required to tender an MFN Notice to the Mammoth Parties, and Mammoth Parties shall not have any right to elect to obtain any New Agreement Rights and Obligations, on or after the date that the Mammoth Parties and their respective Affiliates own less than 20,000,000 Common Shares.
6. Representations and Warranties of the Company. The Company represents and warrants to the Investor Parties as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed, and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms; and (c) the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.
7. Representations and Warranties of the Investor Parties. Each Investor Party represents and warrants to the Company as follows: (w) such Investor Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (x) this Agreement has been duly and validly authorized, executed, and delivered by such Investor Party, constitutes a valid and binding obligation and agreement of such Investor Party and is enforceable against such Investor Party in accordance with its terms; (y) the execution, delivery and performance of this Agreement by such Investor Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Investor Party, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Investor Party is a party or by which it is bound; and (z) as of the date of this Agreement (i) each such Investor Party beneficially owns, directly or indirectly, only the number of Common Shares as described opposite its name on Schedule A to this Agreement and such schedule includes all Affiliates of each such Investor Party that own any securities of the Company beneficially or of record and reflects all Common Shares in which each such Investor Party has any interest or right to acquire, whether through derivative securities, voting agreements or otherwise and (ii) other than as disclosed herein, neither such Investor Party nor any of its Affiliates currently has, or currently has any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Shares, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Shares, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement).
8. Definitions. For purposes of this Agreement:
(a) the term “Affiliate” has the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; provided, that (i) none of the Company or its Affiliates or Representatives, on the one hand, and the Liberty Parties and their Affiliates or Representatives, on the other hand, shall be deemed to be an “Affiliate” with respect to the other for purposes of this Agreement and (ii) none of the Company or its Affiliates or Representatives, on the one hand, and the Mammoth Parties and their Affiliates or Representatives, on the other hand, shall be deemed to be an “Affiliate” with respect to the other for purposes of this Agreement; provided, further, that “Affiliates” of a Person shall not include any entity, solely by reason of the fact that one or more of such person’s employees or principals serves as a member of its board of directors or similar governing body;
(b) the terms “beneficial owner”, “beneficial ownership” and “beneficially own” have the meanings set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; provided that (i) the words “within 60 days” in Rule 13d-3(d)(1)(i) shall be disregarded for purposes of this Agreement; and (ii) a Person shall also be deemed to be the beneficial owner of, without duplication, (a) all Common Shares which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to the exercise of any rights in connection with any securities or any agreement, arrangement or understanding (whether or not in writing), regardless of when such rights may be exercised and whether they are conditional, (b) all Common Shares which such Person has or shares the right to vote or dispose (provided, that no Investor Party or any of its Affiliates will be deemed to beneficially own Common Shares by virtue of this Agreement, the Investor Rights Agreement or the Voting Agreement), (c) all Common Shares to which such Person has economic exposure through any derivative transaction that gives such Person the economic equivalent of ownership of any amount of Common Shares due to the fact that the value of the derivative is explicitly determined by reference to the price or value of Common Shares, or which provides such Person an opportunity, directly or indirectly, to profit, or to share in any profit, derived from any increase in the value of Common Shares, in any case without regard to whether (x) such derivative conveys any voting rights in Common Shares to such Person, (y) the derivative is required to be, or capable of being, settled through delivery of Common Shares, or (z) such Person may have entered into other transactions that hedge the economic effect of such beneficial ownership of Common Shares, and (d) for the avoidance of doubt, all Common Shares that are the subject to a Hedging Transaction by such Person, except to the extent such Common Shares are deliver to the Hedging Counterparty in respect of (x) the settlement, termination or cancellation of such Hedging Transaction or (y) a foreclosure by the Hedging Counterparty; and provided, further, that no Investor Party or any of its Affiliates will be deemed to beneficially own Common Shares by virtue of (i) this Agreement, (ii) the Investor Rights Agreement, (iii) the Voting Agreement or (iv) any Exempted Investor Activities so long as such Investor Party does not have the right to vote or dispose of such Common Shares beneficially owned by another Person as a result such Exempted Investor Activities;
(c) the term “Common Share” means a common share without par value of the Company, and any other security into which such Common Shares may hereafter be converted or exchanged;
(d) the term “Company Securities” means (i) the Common Shares, (ii) securities convertible or exercisable into, or exchangeable for, Common Shares, (iii) any other Voting Securities, (iv) any other equity or equity-linked security issued by the Company, (v) options, warrants or other rights to acquire any of the foregoing, and (vi) Subsidiary Securities (in each case whether or not issued by the Company or its Subsidiaries). For the avoidance of doubt, each of the foregoing (i) through (vi) shall include any securities, exposure to which is held in derivative form;
(e) the term “Controlled Affiliate” means (i) as applied to the Liberty Parties, any Person that is “controlled” by Steven Mnuchin and (ii) as applied to the Mammoth Parties, any Person that is “controlled” by Mark H. Rachesky, in either case as the term “control” is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act.
(f) the term “Financial Institution” means a bank of internationally recognized standing that acts as a lender, secured party or other counterparty in Hedging Transactions without the purpose of influencing or controlling the management or policies of the Person that issued the equity securities pledged in such Hedging Transaction;
(g) the term “Hedging Counterparty” means any Financial Institution acting as counterparty in connection with a Hedging Transaction;
(h) the term “Hedging Transaction” means any forward, put, call, collar, or other transaction pursuant to which any Person seeks to hedge its exposure to changes in the market price of any Company Securities (including to finance, or refinance, the acquisition or holding by an Investor Party or any of its Affiliates of any Company Securities);
(i) the term “Independent” means that such person qualifies as independent of the Company under all applicable listing standards, rules of the SEC and publicly disclosed standards used by the Board in determining the independence of the Company’s directors;
(j) the term “net long position” has the meaning given in Rule 14e-4 under the Exchange Act;
(k) the terms “Person” or “Persons” “person” and ‘persons” mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature;
(l) [Reserved];
(m) the term “Representatives” means a party’s directors, principals, members, general partners, managers, officers, employees, agents and other representatives;
(n) the term “SEC” means the U.S. Securities and Exchange Commission;
(o) the term “Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such Person; provided, that none of the Company or any Subsidiary or Controlled Affiliate of the Company shall be considered a Subsidiary of any of the Investor Parties (or any of their Affiliates) for purposes of this Agreement;
(p) the term “Subsidiary Securities” means (i) the common stock of any Subsidiary of the Company, (ii) securities convertible or exercisable into, or exchangeable for, common stock of any such Subsidiary, (iii) any shares of common stock or other voting securities of any such Subsidiary entitled, in the ordinary course, to vote in the election of directors of any such Subsidiary, (iv) any other equity or equity-linked security issued by such Subsidiary, (v) options, warrants or other rights to acquire any of the foregoing, and (vi) Subsidiary Securities (in each case whether or not issued by the Company or any such Subsidiary). For the avoidance of doubt, each of the foregoing (i) through (vi) shall include any securities, exposure to which is held in derivative form; and
(q) the term “Voting Securities” means Common Shares entitled to vote in the election of directors of the Company and all other securities of the Company entitled to vote in the election of directors of the Company.
9. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard to this Agreement shall be in writing and shall be deemed validly given, made or served, if both (and not one of) (a) given by email, when such email is sent to the email address set forth below and receipt of such email is acknowledged, and (b) given by any other means, when actually received during normal business hours at the address specified in this Section 9:
if to the Company:
Lionsgate Studios Corp.
2700 Colorado Avenue
Santa Monica, CA 90404
Attention: Bruce Tobey
Email: btobey@lionsgate.com
with a copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Mark A. Stagliano
Email: MAStagliano@wlrk.com
if to the Liberty Parties:
c/o Liberty 77 Capital L.P.
2099 Pennsylvania Ave NW
Washington, DC, 20006
Attention: Joseph Clark
Email: joseph@libertycapitallp.com
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Attention: Ray Russo
Mail: rrusso@paulweiss.com
if to the Mammoth Parties:
c/o MHR Fund Management LLC
40 West 57th Street
Floor 24
New York, New York 10019
Attention: Janet Yeung
Email: Jyeung@mhrfund.com
with a copy to:
Clifford Chance
Two Manhattan West
375 9th Avenue
New York, New York 10001
Attention: David I. Schultz
Email: David.Schultz@cliffordchance.com
10. Expenses. All fees, costs and expenses incurred in connection with this Agreement and all matters related to this Agreement shall be paid by the party incurring such fees, costs or expenses.
11. Fiduciary Duties. Nothing in this Agreement will be deemed to limit (a) the exercise in good faith by any director on the Board, including a director appointed by any Liberty Party or Mammoth Party, of their respective fiduciary duties solely in their capacity as directors of the Company or (b) any communications that: (x) the New Liberty Director acting in its capacity as such, or (y) any director appointed, nominated, selected or proposed by any Mammoth Party under the Investor Rights Agreement acting in its capacity as such, in either case, may have with any other director or executive officer of the Company.
12. Specific Performance; Remedies; Venue.
(a) The Company and the Investor Parties acknowledge and agree that irreparable injury to any other party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that the Company and the Investor Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. Furthermore, the Company and each Investor Party agrees that (1) the non-breaching party will be entitled to injunctive and other equitable relief, without proof of actual damages; (2) the breaching party will not plead in defense thereto that there would be an adequate remedy at law; and (3) the breaching party agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. This Agreement will be governed in all respects, including validity, interpretation and effect, by the laws of the state of Delaware without giving effect to the choice of law principles of such state.
(b) The Company and each Investor Party (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the federal or other state courts located in Wilmington, Delaware), (B) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such courts, (C) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in such courts, (D) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (E) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereunder in any court other than the aforesaid courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8 or in such other manner as may be permitted by applicable law as sufficient service of process, shall be valid and sufficient service thereof.
13. Severability. If at any time subsequent to the date hereof, any provision of this Agreement is held by any court of competent jurisdiction to be illegal or otherwise in violation of applicable law or the rules and regulations of any applicable national stock exchange, void or unenforceable, such provision will be of no force and effect, but the illegality or unenforceability of such provision will have no effect upon the legality or enforceability of any other provision of this Agreement.
14. Termination. This Agreement shall terminate with respect to the Investor Parties upon the earlier of (i) the consummation of any merger, sale, or similar transaction pursuant to which any person acquires, directly or indirectly, voting securities of the Company representing more than 50% of the total voting power of the Company or acquires all or substantially all of the assets of the Company or its subsidiaries, (ii) the expiration of the Restricted Period, and (iii) upon notice from the Liberty Parties, in the event that Steven Mnuchin is not elected to the Board at the Next Annual Meeting. In addition, all rights and powers of the Liberty Parties under this Agreement shall terminate upon the occurrence of a Liberty Director Termination Event. Notwithstanding the foregoing or anything else to the contrary in this Agreement, this Agreement may be terminated upon the written agreement of the Liberty Parties and Mammoth; provided, however, that any such termination of the provisions in Section 2 of this Agreement shall occur only with the mutual consent of the Company. Upon the termination of this Agreement as it applies to any party hereto, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination.
15. Counterparts. This Agreement may be executed in one or more counterparts and by scanned computer images (such as .pdf), each of which will be deemed to be an original copy of this Agreement.
16. Affiliates. Each of the Investor Parties agrees that it will cause its Affiliates to comply with the terms of this Agreement, as if such Affiliate were a party hereto.
17. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the Investor Parties and is not enforceable by any other persons.
18. Assignment. No party to this Agreement may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other parties, and any assignment in contravention hereof will be null and void; provided that any Mammoth Party may assign its rights or delegate its obligations under this Agreement to any of its Controlled Affiliates, provided that such Controlled Affiliate agrees in writing to be bound by the terms of this Agreement, whereupon such Controlled Affiliate shall be deemed to be a Mammoth Party for all purposes of this Agreement; provided further that any Liberty Party may assign its rights or delegate its obligations under this Agreement to any of its Controlled Affiliates, provided that such Controlled Affiliate agrees in writing to be bound by the terms of this Agreement, whereupon such Controlled Affiliate shall be deemed to be a Liberty Party for all purposes of this Agreement.
19. No Waiver. No failure or delay by any party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder.
20. Several Liability. The obligations of the Investor Parties under this Agreement are several and not joint with the obligations of any other Investor Party, and no Investor Party shall be responsible in any way for the performance or non-performance of the obligations of any other Investor Party. In the event of any damages arising out of the breach of this Agreement by two or more Investor Parties, each Investor Party shall be responsible only for the portion of such damages arising from such Investor Party’s own breach.
21. Entire Understanding; Amendments; Waivers. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter of this Agreement. This Agreement may be amended only by an agreement in writing executed by the Company, the Liberty Parties and Mammoth. Any provision of Section 3 may be waived upon the written consent of each of the Liberty Parties and Mammoth.
22. Interpretation and Construction. Each of the Company and each Investor Party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by the Company and each Investor Party, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. References to specified rules promulgated by the SEC shall be deemed to refer to such rules in effect as of the date of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”
23. Acknowledgement. The Liberty Parties and the Mammoth Parties acknowledge and agree that neither the Liberty Parties nor the Mammoth Parties have, as of the date of this Agreement, entered into or undertaken any negotiations, agreements (whether written or oral), proposals, arrangements, understandings, transactions or other activities with each other with respect to any acquisition of or offer to acquire securities of the Company or, other than as set forth in Section 3 of this Agreement, the exercise of any voting rights attaching to any security of the Company.
24. Outside Activities. Each of the Investor Parties, the New Liberty Director, any Mammoth Director and any of its and their respective Affiliates may engage in or possess any interest in other investments, business ventures or Persons of any nature or description, independently or with others, similar or dissimilar to, or that competes with, the investments or business of the Company and its Subsidiaries, and may provide advice and other assistance to any such investment, business venture or Person, (ii) the Company and its Subsidiaries shall have no rights in and to such investments, business ventures or Persons or the income or profits derived therefrom, and (iii) the pursuit of any such investment or venture, even if competitive with the business of the Company and its Subsidiaries, shall not be deemed wrongful or improper. None of the Investor Parties, the New Liberty Director, any Mammoth Director or any of its or their respective Affiliates shall be obligated to present any particular investment or business opportunity to the Company or its Subsidiaries even if such opportunity is of a character that, if presented to the Company or its Subsidiaries, could be pursued by the Company or its Subsidiaries, and the Investor Parties, the New Liberty Director, any Mammoth Director and any of its and their respective Affiliates shall have the right to pursue for their own accounts (individually or as a partner or a fiduciary) or to recommend to any other Person any such investment opportunity.
[Signature pages follow]
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date of this Agreement.
| | | | | |
| |
LIBERTY PARTIES |
|
LIBERTY 77 CAPITAL L.P. |
By: | Liberty 77 Capital Partners L.P., |
| its general partner |
By: | Liberty Capital L.L.C., |
| its general partner |
| |
By: | /s/ Steven Mnuchin |
Name: | Steven Mnuchin |
Title: | Authorized Signatory |
|
LIBERTY 77 FUND L.P. |
By: | Liberty 77 Capital GenPar L.P. |
| its general partner |
| |
By: | Liberty 77 Capital UGP L.L.C., |
| its general partner |
| |
By: | /s/ Steven Mnuchin |
Name: | Steven Mnuchin |
Title: | Authorized Signatory |
|
LIBERTY 77 FUND INTERNATIONAL L.P. |
By: | Liberty 77 Capital GenPar L.P. |
| its general partner |
| |
By: | Liberty 77 Capital UGP L.L.C., |
| its general partner |
| |
By: | /s/ Steven Mnuchin |
Name: | Steven Mnuchin |
Title: | Authorized Signatory |
[Signature Page to Governance, Standstill and Voting Agreement]
THE COMPANY
LIONSGATE STUDIOS CORP.
By: /s/ Bruce Tobey
Name: Bruce Tobey
Title: General Counsel
MAMMOTH PARTIES
MHR FUND MANAGEMENT LLC
By: /s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory
MHR CAPITAL PARTNERS MASTER ACCOUNT LP
By: MHR ADVISORS LLC, its general partner
By: /s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory
MHR CAPITAL PARTNERS (100) LP
By: MHR ADVISORS LLC, its general partner
By: /s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory
MHR INSTITUTIONAL PARTNERS II LP
By: MHR INSTITUTIONAL ADVISORS II LLC, its general partner
By: /s/ Janet Yeung
Name: Janet Yeung Title:
Authorized Signatory
MHR INSTITUTIONAL PARTNERS IIA LP
By: MHR INSTITUTIONAL ADVISORS II LLC, its general partner
By: /s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory
MHR INSTITUTIONAL PARTNERS III LP
By: MHR INSTITUTIONAL ADVISORS III LLC, its general partner
By: /s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory
MHR INSTITUTIONAL PARTNERS IV LP
By: MHR INSTITUTIONAL ADVISORS IV LLC, its general partner
By: /s/ Janet Yeung
Name: Janet Yeung
Title: Authorized Signatory
Schedule A (page 1 of 2)
| | | | | |
| Liberty Party* | Beneficial Ownership |
| Liberty 77 Capital L.P. | 37,548,125 Common Shares |
| Liberty 77 Fund L.P. | 8,136,437 Common Shares |
| Liberty 77 Fund International L.P. | 29,411,688 Common Shares |
* Certain affiliates of the Liberty Parties may be deemed to have beneficial ownership of the Common Shares beneficially owned by the Liberty Parties. For more information, please see the Schedule 13D, as amended, filed with the SEC by the Liberty Parties and their affiliates.
Schedule A (page 2 of 2)
| | | | | |
| Mammoth Party* | Beneficial Ownership |
| MHR Capital Partners Master Account LP ("Master Account") | 2,385,199 Common Shares |
| MHR Capital Partners (100) LP ("Capital Partners 100") | 310,381 Common Shares |
| MHR Institutional Partners II LP ("Institutional Partners II") | 1,469,450 Common Shares |
| MHR Institutional Partners IIA LP ("Institutional Partners II") | 3,701,988 Common Shares |
| MHR Institutional Partners III LP ("Institutional Partners II") | 25,173,882 Common Shares |
| MHR Institutional Partners IV LP ("Institutional Partners II") | 4,607,598 Common Shares |
| MHR Fund Management LLC | 37,648,498 Common Shares ** |
* Certain affiliates of the Mammoth Parties may be deemed to have beneficial ownership of the Common Shares beneficially owned by the Mammoth Parties. For more information, please see the Schedule 13D, as amended, filed with the SEC by the Mammoth Parties and their affiliates. In addition, Mark H. Rachesky may be deemed to beneficially own 37,889,986 Common Shares. This number consists of (a) all of the Common Shares beneficially owned by the other Mammoth Parties and (b) 251,488 Common Shares held directly.
** This number consists of all of the Common Shares beneficially owned by the other Mammoth Parties.
EX-99.1 3 d101361dex991.htm EX-99.1 Exhibit 99.1
LIONSGATE APPOINTS FORMER TREASURY SECRETARY STEVEN MNUCHIN TO BOARD OF DIRECTORS
SANTA MONICA, Calif., and VANCOUVER, BC, January 26, 2026 — Lionsgate Studios Corp. (NYSE: LION) today announced that its Board of Directors has appointed former United States Secretary of the Treasury, Steven T. Mnuchin, a director, effective immediately.
Mr. Mnuchin brings deep financial and regulatory expertise from his tenure as U.S. Treasury Secretary, as well as entertainment industry experience from his leadership at Dune Capital Management – a hedge fund that focused on entertainment industry investments. Mr. Mnuchin co-financed the box office smash Avatar and has more than 35 executive producer credits, including some of the highest-grossing blockbusters of all time. He is now the Managing Partner of Liberty Strategic Capital, a private equity firm focused on technology, financial services, fintech, and new forms of content. His decades of leadership across global financial markets – including as a Goldman Sachs partner, leader of multiple investment and banking platforms, chair of the Committee on Foreign Investment in the United States (CFIUS), and as a member of the National Security Council – equip him with seasoned judgment on risk, governance, capital markets and other financial matters.
“Steven brings a long record of public and private sector leadership and is an exceptional addition to the Lionsgate Board,” said Dr. Mark Rachesky, Chair of the Lionsgate Board of Directors. “His steady judgment, global perspective and deep industry insights will be enormously valuable as Lionsgate continues to grow as one of the world’s leading pure-play content studios. Steven and his fund are significant Lionsgate investors, and his interests are aligned with those of Lionsgate shareholders. I and the rest of the Board look forward to working closely with him on the creation of further shareholder value.”
“I have long admired Lionsgate’s creativity, entrepreneurial spirit, and ability to excel in a competitive industry. I am pleased to join the Company’s Board,” said Mr. Mnuchin. “Lionsgate’s Board and management team are building something dynamic and forward-looking, and I am eager to support that momentum. I look forward to helping guide the company in combining strong vision with disciplined execution.
About Steven T. Mnuchin
Steven T. Mnuchin served as the 77th U.S. Secretary of the Treasury, leading the nation’s financial policy, managing federal finances, strengthening national security through economic and cybersecurity oversight, and implementing major legislation, including the Tax Cuts and Jobs Act and the CARES Act. Prior to public service, Mr. Mnuchin built a decades-long career in global finance as a Partner and Chief Information Officer at The Goldman Sachs Group, Inc., Founder, Chairman and Chief Executive Officer of Dune Capital Management, and Founder, Chairman and Chief Executive Officer of OneWest Bank. In 2021, he founded Liberty Strategic Capital, where he currently serves as Managing Partner and chairs the firm’s Investment Committee. He is also a director at Flagstar Bank, N.A. and Chairman of the Board of Directors
of Satellogic Inc. He has also served on the boards of major cultural and philanthropic institutions, including the Museum of Contemporary Art Los Angeles, the Whitney Museum of Art, the Hirshhorn Museum and Sculpture Garden on the National Mall, the UCLA Health System, New York Presbyterian Hospital, and the Los Angeles Police Foundation. He holds a bachelor’s degree from Yale University.
Forward-Looking Statements
Certain statements included in this press release constitute “forward-looking statements” within the meaning of applicable U.S. and Canadian securities legislation and regulations and are subject to important risks, uncertainties, and assumptions. This forward-looking information includes, amongst others, information with respect to our objectives and strategies to achieve these objectives. Forward-looking statements generally can be identified by the use of conditional or forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “project”, “assume”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, or the negatives of these terms or variations of them or similar terminology.
Forward-looking information is inherently uncertain and the results or events predicted in such forward-looking information may differ materially from actual results or events. Material factors, which could cause actual results or events to differ materially from a conclusion or projection in such forward-looking information, include, but are not limited to changes in general economic, financial or geopolitical conditions globally or in one or more of the markets we serve, including the pricing and inflationary environment, and our ability to implement our growth strategies and plans. These factors may cause the Company’s actual performance in future periods to differ materially from any estimates or projections of future performance expressed or implied by the forward-looking statements included in this press release.
There can be no assurance that the expectations represented by our forward-looking statements will prove to be correct. The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations regarding the Company’s future financial performance and may not be appropriate for other purposes. Furthermore, unless otherwise stated, the forward-looking statements contained in this press release are made as of the date of this press release, and we do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise unless required by applicable legislation or regulation. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
About Lionsgate
Lionsgate (NYSE: LION) is one of the world’s leading standalone, pure play content companies. It brings together diversified motion picture and television production and distribution businesses, a world-class portfolio of valuable brands and franchises, a premier talent management and production powerhouse at 3 Arts Entertainment and a more than 20,000-title film and television library, all driven by Lionsgate’s bold and entrepreneurial culture.
For media inquiries, please contact:
Peter D. Wilkes
pwilkes@lionsgate.com
310-255-3726
For investor inquiries, please contact:
Nilay Shah
nshah@lionsgate.com
310-255-3651