STOCK TITAN

Director at Starz (STRZ) awarded 4,753 common shares in fees

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Starz Entertainment Corp director and 10% owner Mark H. Rachesky, M.D. received a stock grant as director fees. On 01/27/2026 he was awarded 4,753 common shares at $10.52 per share, increasing his directly held stake to 22,134 shares.

Additional common shares are reported as indirectly held through multiple MHR investment partnerships and advisory entities. Those entities, along with Dr. Rachesky, may be deemed to beneficially own those shares but each party disclaims beneficial ownership except to the extent of its pecuniary interest. Shares subject to a separate Voting and Standstill Agreement with other parties are excluded because the reporting persons have no pecuniary interest in them.

Positive

  • None.

Negative

  • None.
Insider RACHESKY MARK H MD
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Common Shares 4,753 $10.52 $50K
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 22,134 shares (Direct); Common Shares — 471,153 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Director fees granted in Common Shares of the Issuer. These 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 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 4) Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. These 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 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 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 shares except to the extent of their pecuniary interest therein. These 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 shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 7) Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the 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 shares except to the extent of their pecuniary interest therein. These 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 shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 9) Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the 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 shares except to the extent of their pecuniary interest therein. These 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 is an affiliate of, and 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 shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 11) Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the 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 shares except to the extent of their pecuniary interest therein. These 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 is an affiliate of, and 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 shares held for the account of Institutional Partners IV. MHR Holdings is the managing member of Fund Management. (Continued to footnote 13) Accordingly, Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the 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 shares except to the extent of their pecuniary interest therein. The shares reported as owned on this Form 4 do not include the 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.
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 NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STARZ ENTERTAINMENT CORP /CN/ [ STRZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 01/27/2026 A 4,753(1) A $10.52 22,134 D
Common Shares 471,153(13) I See Footnotes(2)(3)
Common Shares 61,886(13) I See Footnotes(4)
Common Shares 97,963(13) I See Footnotes(5)(6)
Common Shares 246,799(13) I See Footnotes(7)(8)
Common Shares 1,678,258(13) I See Footnotes(9)(10)
Common Shares 307,173(13) I See Footnotes(11)(12)
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. Director fees granted in Common Shares of the Issuer.
2. These 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 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 4)
3. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
4. These 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 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 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 shares except to the extent of their pecuniary interest therein.
5. These 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 shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 7)
6. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the 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 shares except to the extent of their pecuniary interest therein.
7. These 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 shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 9)
8. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the 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 shares except to the extent of their pecuniary interest therein.
9. These 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 is an affiliate of, and 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 shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 11)
10. Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the 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 shares except to the extent of their pecuniary interest therein.
11. These 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 is an affiliate of, and 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 shares held for the account of Institutional Partners IV. MHR Holdings is the managing member of Fund Management. (Continued to footnote 13)
12. Accordingly, Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the 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 shares except to the extent of their pecuniary interest therein.
13. The shares reported as owned on this Form 4 do not include the 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.
/s/ Janet Yeung as attorney in fact 01/29/2026
** 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.

FAQ

What insider transaction did Mark H. Rachesky report at Starz (STRZ)?

Mark H. Rachesky reported receiving a grant of common shares as director fees. On 01/27/2026 he was awarded 4,753 Starz Entertainment Corp common shares, recorded as an acquisition, reflecting routine equity-based compensation for his role on the board.

How many Starz (STRZ) shares does Mark H. Rachesky now hold directly?

After the reported grant, Mark H. Rachesky directly holds 22,134 common shares. The Form 4 shows this total as his direct ownership following the 4,753-share award on 01/27/2026, separate from larger indirect positions held through affiliated investment entities.

At what price were the 4,753 Starz (STRZ) shares granted to Mark H. Rachesky?

The 4,753 common shares were granted at $10.52 per share. The filing identifies this price for the director fee grant, providing transparency on the equity compensation value used to compensate Rachesky for his board service at Starz Entertainment Corp.

What indirect Starz (STRZ) holdings are associated with Mark H. Rachesky?

The Form 4 lists several large indirect common share holdings through MHR-managed funds. These include positions held for accounts such as Master Account, Capital Partners (100), and multiple Institutional Partners funds, where related entities and Rachesky may be deemed beneficial owners subject to pecuniary interest limitations.

How does the Form 4 describe beneficial ownership disclaimers for Starz (STRZ) shares?

The filing states that various MHR entities and Mark H. Rachesky may be deemed beneficial owners but disclaim ownership beyond pecuniary interests. Each named advisor, manager, and Rachesky himself disclaims beneficial ownership in those indirect holdings except to the extent of economic benefits they actually receive.

What is the Voting and Standstill Agreement mentioned in the Starz (STRZ) Form 4?

The Form 4 notes a Voting and Standstill Agreement involving Starz and several Liberty and Warner Bros. Discovery entities. It explains that additional shares tied to this agreement are not included because the reporting persons have no pecuniary interest in those shares, despite possible deemed beneficial ownership.

Is the reported Starz (STRZ) transaction a sale or purchase by Mark H. Rachesky?

The transaction is an acquisition of shares as compensation, not an open-market sale or purchase. The Form 4 codes the 4,753-share event as “A” for acquired and describes it as director fees granted in common shares of Starz Entertainment Corp.