Lionsgate Studios Corp. (LION) director logs 42.6M-share internal reorganization

Rhea-AI Filing Summary

Lionsgate Studios Corp. director and ten-percent owner Mark H. Rachesky, M.D. reported a complex series of indirect Common Share transactions by affiliated investment funds. Entities associated with him both purchased and sold an aggregate 42,600,497 shares with no net change in reported share count, alongside updated direct and indirect holdings and extensive beneficial-ownership disclaimers tied to a continuation fund transaction and related voting agreements.

Insights

Equity ownership & governance analyst

Large internal fund reorganization with offsetting buys and sells, net exposure unchanged.

Reporting person Mark H. Rachesky, M.D., a director and ten‑percent owner, reported indirect transactions in Lionsgate Studios Corp. Common Shares through numerous affiliated funds and partnerships. Structured data shows 42,600,497 shares coded as purchases and the same number coded as sales, yielding a net buy/sell of zero.

Footnotes describe a continuation fund transaction (the CV Transaction) in which vehicles such as Institutional Partners II, Sun II, and various LION Holdco/SubHoldco entities contributed or received shares in exchange for limited partnership and related interests. These disclosures emphasize that Advisors, Fund Management, MHR Holdings, the Trust, and Dr. Rachesky may be deemed to beneficially own the shares but broadly disclaim beneficial ownership beyond their pecuniary interest.

The filing also notes separate Voting and Standstill and Governance, Standstill and Voting Agreements under which the group may be deemed to beneficially own additional Common Shares without any pecuniary interest. Overall, the pattern reads as an intra‑complex reallocation and governance alignment rather than a directional change in economic exposure, although Dr. Rachesky’s indirect pecuniary interest is stated to have increased in connection with certain CV Transaction steps.

Insider Trade Summary

17 transactions reported

Mixed 17 txns

Insider RACHESKY MARK H MD

Role null

Bought 42,600,497 shs ($0.00)

Sold 42,600,497 shs ($0.00)

Type	Security	Shares	Price	Value
Sale	Common Shares	1,469,450	$0.00	--
Sale	Common Shares	3,701,988	$0.00	--
Sale	Common Shares	25,173,882	$0.00	--
Purchase	Common Shares	797,526	$0.00	--
Purchase	Common Shares	1,916,271	$0.00	--
Purchase	Common Shares	11,154,680	$0.00	--
Purchase	Common Shares	671,924	$0.00	--
Sale	Common Shares	499,765	$0.00	--
Purchase	Common Shares	499,765	$0.00	--
Purchase	Common Shares	15,804,919	$0.00	--
Sale	Common Shares	11,755,412	$0.00	--
Purchase	Common Shares	11,755,412	$0.00	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 0 shares (Indirect, See Footnotes); Common Shares — 262,212 shares (Direct, null)

Footnotes (1)

1. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in one remaining annual installment on November 28, 2026. These Common Shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued to footnote 3) Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR Institutional Partners IV LP, a Delaware limited partnership ("Institutional Partners IV"). MHR Institutional Advisors IV LLC, a Delaware limited liability company ("Institutional Advisors IV") is the general partner of Institutional Partners IV. Dr. Rachesky is the managing member of Institutional Advisors IV. Fund Management has an investment management agreement with Institutional Partners IV pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners IV. MHR Holdings is the managing member of Fund Management. (Continued to footnote 6) Accordingly, Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners IV. Each of Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 8) Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 10) Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management has an investment management agreement with Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 12) Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR Sun II LP, a Delaware limited partnership ("Sun II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Sun II. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Sun II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 14) Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR Sun IIA LP, a Delaware limited partnership ("Sun IIA"). Institutional Advisors II is the general partner of Sun IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Sun IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 16) Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR Sun III LP, a Delaware limited partnership ("Sun III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Sun III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management has an investment management agreement with Sun III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 18) Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR LION Holdco A LP, a Delaware limited partnership ("LION Holdco A"). MHR Sun GP LLC, a Delaware limited liability company ("MHR Sun GP"), is the general partner of LION Holdco A. The Rachesky Revocable Trust (the "Trust") is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION Holdco A pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION Holdco A. MHR Holdings is the managing member of Fund Management. (Continued to footnote 20) Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION Holdco A. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR LION SubHoldco A LP, a Delaware limited partnership ("LION SubHoldco A"). MHR Sun GP is the general partner of LION SubHoldco A. The Trust is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION SubHoldco A pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION SubHoldco A. MHR Holdings is the managing member of Fund Management. (Continued to footnote 22) Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION SubHoldco A. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR LION Holdco B LP, a Delaware limited partnership ("LION Holdco B"). MHR Sun GP is the general partner of LION Holdco B. The Trust is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION Holdco B pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION Holdco B. MHR Holdings is the managing member of Fund Management. (Continued to footnote 24) Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION Holdco B. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. These Common Shares are held for the account of MHR LION SubHoldco B LP, a Delaware limited partnership ("LION SubHoldco B"). MHR Sun GP is the general partner of LION SubHoldco B. The Trust is the managing mamber of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION SubHoldco B pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION SubHoldco B. MHR Holdings is the managing member of Fund Management. (Continued to footnote 26) Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION SubHoldco B. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein. In connection with that certain continuation fund transaction, as further described in Amendment No. 2 to Schedule 13D filed by the certain of the reporting persons on July 9, 2026 (the "CV Transaction"), Institutional Partners II contributed the Common Shares held for its account to Sun II and LION Holdco A, in exchange for limited partnership interests in Sun II and limited partnership interests and certain other interests in LION Holdco A. Dr. Rachesky's indirect pecuniary interest in the Common Shares may be deemed to have increased as a result of the transactions described in footnotes (27), (28) and (29) due to Dr. Rachesky and certain of his affiliated entities being investors in an entity that is a limited partner in LION Holdco A and LION Holdco B. In connection with the CV Transaction, Institutional Partners IIA contributed the Common Shares held for its account to Sun IIA and LION Holdco B, in exchange for limited partnership interests in Sun IIA and limited partnership interests and certain other interests in LION Holdco B. In connection with the CV Transaction, Institutional Partners III contributed the Common Shares held for its account to Sun III and LION Holdco B, in exchange for limited partnership interests in Sun III and limited partnership interests and certain other interests in LION Holdco B. In further connection with the CV Transaction, immediately following the contribution of Common Shares from Institutional Partners II, LION Holdco A, as the sole limited partner of LION SubHoldco A, contributed certain of the Common Shares held for its account to LION SubHoldco A. In connection with the CV Transaction, immediately following the contribution of Common Shares from Institutional Partners IIA and Institutional Partners III, LION Holdco B, as the sole limited partner of LION SubHoldco B, contributed certain of the Common Shares held for its account to LION SubHoldco B. The Common Shares reported as owned on this Form 4 do not include the Common Shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Ventures Limited, a limited company organized under the laws of England and Wales, Liberty Global Ltd., Bermuda exempted company limited by shares, Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales, Warner Bros. Discovery, Inc., a Delaware corporation, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, Institutional Partners IV and Fund Management, but as to which they have no pecuniary interest. The Common Shares reported as owned on this Form 4 do not include the Common Shares, which the reporting persons may be deemed to beneficially own as a result of that certain Governance, Standstill and Voting Agreement, by and among Fund Management and certain of its affiliates and 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, but as to which they have no pecuniary interest.

Key Figures

Shares purchased: 42,600,497 shares Shares sold: 42,600,497 shares Net buy/sell shares: 0 shares +3 more

6 metrics

Shares purchased 42,600,497 shares Aggregate Common Shares coded as purchases across reported transactions

Shares sold 42,600,497 shares Aggregate Common Shares coded as sales across reported transactions

Net buy/sell shares 0 shares Net effect of reported Common Share purchases and sales

Indirect holding example 4,607,598 shares Total Common Shares following transaction for one indirect account entry

Direct holding example 262,212 shares Total Common Shares following transaction for one direct holding entry

Large single sale entry 25,173,882 shares Common Shares in one indirect transaction coded as an open‑market sale

Key Terms

continuation fund transaction, pecuniary interest, beneficially own, Voting and Standstill Agreement, +1 more

5 terms

continuation fund transaction financial

"In connection with that certain continuation fund transaction, as further described in Amendment No. 2"

pecuniary interest financial

"disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein"

beneficially own financial

"may be deemed to beneficially own the Common Shares held for the account of"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Voting and Standstill Agreement regulatory

"as a result of that certain Voting and Standstill Agreement, by and among the Issuer"

Governance, Standstill and Voting Agreement regulatory

"as a result of that certain Governance, Standstill and Voting Agreement, by and among Fund Management"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/10/2026 - 08:00 PM Accepted by SEC EDGAR 07/10/2026 - 08:00 PM Learn about SEC filing dates

FAQ

What did Mark H. Rachesky report in this Form 4 for LION?

He reported a series of indirect Common Share transactions by affiliated funds, with 42,600,497 shares classified as purchases and the same number as sales, resulting in no net change.

How many Lionsgate Studios Corp. shares were bought and sold in the Form 4 for LION?

Affiliated entities reported buying 42,600,497 Common Shares and selling 42,600,497 shares. The net effect on reported share count from these coded purchases and sales is zero.

Are the Lionsgate (LION) transactions direct or indirect for Mark H. Rachesky?

Most reported Common Shares are held indirectly through partnerships and LLCs such as Master Account and various Institutional and Sun funds, with only smaller positions held directly in his name.

What is the CV Transaction mentioned in the LION Form 4 footnotes?

The CV Transaction is a continuation fund transaction where Institutional Partners II, IIA and III contributed Common Shares to Sun and LION Holdco entities in exchange for limited partnership and other interests, reshaping indirect ownership.

Does Mark H. Rachesky claim full beneficial ownership of the reported LION shares?

No. The filing states that Advisors, Fund Management, MHR Holdings, related entities and Dr. Rachesky may be deemed to beneficially own these shares but disclaim ownership beyond their pecuniary interest.

Are additional Lionsgate (LION) shares referenced without pecuniary interest?

Yes. Footnotes state there are Common Shares the group may be deemed to own under certain voting and standstill agreements, but they have no pecuniary interest in those shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RACHESKY MARK H MD

(Last) (First) (Middle)

40 WEST 57TH STREET

FLOOR 24

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Lionsgate Studios Corp. [ LION ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares								262,212	D
Common Shares								20,107(1)	D
Common Shares								2,385,199(32)(33)	I	See Footnotes(2)(3)
Common Shares								310,381(32)(33)	I	See Footnotes(4)
Common Shares								4,607,598(32)(33)	I	See Footnotes(5)(6)
Common Shares	07/08/2026		S		1,469,450	D	(27)	0(32)(33)	I	See Footnotes(7)(8)
Common Shares	07/08/2026		S		3,701,988	D	(28)	0(32)(33)	I	See Footnotes(9)(10)
Common Shares	07/08/2026		S		25,173,882	D	(29)	0(32)(33)	I	See Footnotes(11)(12)
Common Shares	07/08/2026		P		797,526	A	(27)	797,526(32)(33)	I	See Footnotes(13)(14)
Common Shares	07/08/2026		P		1,916,271	A	(28)	1,916,271(32)(33)	I	See Footnotes(15)(16)
Common Shares	07/08/2026		P		11,154,680	A	(29)	11,154,680(32)(33)	I	See Footnotes(17)(18)
Common Shares	07/08/2026		P		671,924	A	(27)	671,924(32)(33)	I	See Footnotes(19)(20)
Common Shares	07/08/2026		S		499,765	D	(30)	172,159(32)(33)	I	See Footnotes(19)(20)
Common Shares	07/08/2026		P		499,765	A	(30)	499,765(32)(33)	I	See Footnotes(21)(22)
Common Shares	07/08/2026		P		15,804,919	A	(28)(29)	15,804,919(32)(33)	I	See Footnotes(23)(24)
Common Shares	07/08/2026		S		11,755,412	D	(31)	4,049,507(32)(33)	I	See Footnotes(23)(24)
Common Shares	07/08/2026		P		11,755,412	A	(31)	11,755,412(32)(33)	I	See Footnotes(25)(26)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in one remaining annual installment on November 28, 2026.

2. These Common Shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued to footnote 3)

3. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

4. These Common Shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

5. These Common Shares are held for the account of MHR Institutional Partners IV LP, a Delaware limited partnership ("Institutional Partners IV"). MHR Institutional Advisors IV LLC, a Delaware limited liability company ("Institutional Advisors IV") is the general partner of Institutional Partners IV. Dr. Rachesky is the managing member of Institutional Advisors IV. Fund Management has an investment management agreement with Institutional Partners IV pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners IV. MHR Holdings is the managing member of Fund Management. (Continued to footnote 6)

6. Accordingly, Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners IV. Each of Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

7. These Common Shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 8)

8. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

9. These Common Shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 10)

10. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

11. These Common Shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management has an investment management agreement with Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 12)

12. Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

13. These Common Shares are held for the account of MHR Sun II LP, a Delaware limited partnership ("Sun II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Sun II. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Sun II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 14)

14. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

15. These Common Shares are held for the account of MHR Sun IIA LP, a Delaware limited partnership ("Sun IIA"). Institutional Advisors II is the general partner of Sun IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Sun IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 16)

16. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

17. These Common Shares are held for the account of MHR Sun III LP, a Delaware limited partnership ("Sun III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Sun III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management has an investment management agreement with Sun III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of Sun III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 18)

18. Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of Sun III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

19. These Common Shares are held for the account of MHR LION Holdco A LP, a Delaware limited partnership ("LION Holdco A"). MHR Sun GP LLC, a Delaware limited liability company ("MHR Sun GP"), is the general partner of LION Holdco A. The Rachesky Revocable Trust (the "Trust") is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION Holdco A pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION Holdco A. MHR Holdings is the managing member of Fund Management. (Continued to footnote 20)

20. Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION Holdco A. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

21. These Common Shares are held for the account of MHR LION SubHoldco A LP, a Delaware limited partnership ("LION SubHoldco A"). MHR Sun GP is the general partner of LION SubHoldco A. The Trust is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION SubHoldco A pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION SubHoldco A. MHR Holdings is the managing member of Fund Management. (Continued to footnote 22)

22. Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION SubHoldco A. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

23. These Common Shares are held for the account of MHR LION Holdco B LP, a Delaware limited partnership ("LION Holdco B"). MHR Sun GP is the general partner of LION Holdco B. The Trust is the managing member of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION Holdco B pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION Holdco B. MHR Holdings is the managing member of Fund Management. (Continued to footnote 24)

24. Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION Holdco B. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

25. These Common Shares are held for the account of MHR LION SubHoldco B LP, a Delaware limited partnership ("LION SubHoldco B"). MHR Sun GP is the general partner of LION SubHoldco B. The Trust is the managing mamber of MHR Sun GP. Dr. Rachesky is the sole trustee of the Trust. Fund Management has an investment management agreement with LION SubHoldco B pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares held for the account of LION SubHoldco B. MHR Holdings is the managing member of Fund Management. (Continued to footnote 26)

26. Accordingly, MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Shares held for the account of LION SubHoldco B. Each of MHR Sun GP, the Trust, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.

27. In connection with that certain continuation fund transaction, as further described in Amendment No. 2 to Schedule 13D filed by the certain of the reporting persons on July 9, 2026 (the "CV Transaction"), Institutional Partners II contributed the Common Shares held for its account to Sun II and LION Holdco A, in exchange for limited partnership interests in Sun II and limited partnership interests and certain other interests in LION Holdco A. Dr. Rachesky's indirect pecuniary interest in the Common Shares may be deemed to have increased as a result of the transactions described in footnotes (27), (28) and (29) due to Dr. Rachesky and certain of his affiliated entities being investors in an entity that is a limited partner in LION Holdco A and LION Holdco B.

28. In connection with the CV Transaction, Institutional Partners IIA contributed the Common Shares held for its account to Sun IIA and LION Holdco B, in exchange for limited partnership interests in Sun IIA and limited partnership interests and certain other interests in LION Holdco B.

29. In connection with the CV Transaction, Institutional Partners III contributed the Common Shares held for its account to Sun III and LION Holdco B, in exchange for limited partnership interests in Sun III and limited partnership interests and certain other interests in LION Holdco B.

30. In further connection with the CV Transaction, immediately following the contribution of Common Shares from Institutional Partners II, LION Holdco A, as the sole limited partner of LION SubHoldco A, contributed certain of the Common Shares held for its account to LION SubHoldco A.

31. In connection with the CV Transaction, immediately following the contribution of Common Shares from Institutional Partners IIA and Institutional Partners III, LION Holdco B, as the sole limited partner of LION SubHoldco B, contributed certain of the Common Shares held for its account to LION SubHoldco B.

32. The Common Shares reported as owned on this Form 4 do not include the Common Shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Ventures Limited, a limited company organized under the laws of England and Wales, Liberty Global Ltd., Bermuda exempted company limited by shares, Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales, Warner Bros. Discovery, Inc., a Delaware corporation, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, Institutional Partners IV and Fund Management, but as to which they have no pecuniary interest.

33. The Common Shares reported as owned on this Form 4 do not include the Common Shares, which the reporting persons may be deemed to beneficially own as a result of that certain Governance, Standstill and Voting Agreement, by and among Fund Management and certain of its affiliates and 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, but as to which they have no pecuniary interest.

	/s/ Janet Yeung as attorney in fact	07/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)