8-K: Starz Entertainment Updates Code of Business Conduct & Ethics

Starz Entertainment Corp. has amended and restated its Code of Business Conduct & Ethics to align with current governance best practices following its separation from Lions Gate Entertainment Corp.

Summary

• Starz Entertainment Corp. amended and restated its Code of Business Conduct & Ethics on September 9, 2025, as recommended by the Nominating and Corporate Governance Committee.
• The update aims to align with current governance, ethics, and compliance best practices, streamline various company policies, eliminate redundancies, consolidate similar topics, and make administrative and stylistic changes.
• This action follows the completion of the separation transaction of Lions Gate Entertainment Corp in May 2025.
• No waivers were issued for any officer, director, or employee as a result of this amendment.
• The Code applies to all Starz Personnel (officers, directors, employees) and, where applicable, certain third parties, governing conduct with customers, competitors, and business partners.
• It outlines responsibilities such as acting with honesty and integrity, safeguarding confidential information, supporting full and accurate disclosure, complying with laws, and reporting violations without fear of retaliation.
• The Code details procedures for reporting concerns, investigations, disciplinary actions, and protection against retaliation, including a whistleblower notice.
• Key areas covered include protecting company assets, insider trading, data protection, intellectual property rights, social media use, fair and lawful business conduct (gifts, conflicts of interest, political activity, money laundering, sanctions, fair competition, antitrust), and financial integrity (accurate records, public disclosure, dealing with auditors).
• The company is committed to inclusion, a safe workplace, environmental responsibility, and upholding human rights, including prohibiting modern slavery.

Sentiment

Score: 7

Explanation: The filing represents a positive, proactive step in corporate governance and compliance, reinforcing ethical standards and transparency. However, it does not contain information directly impacting financial performance or strategic growth, hence a moderately positive score.

Positives

• Proactive update to align with current governance, ethics, and compliance best practices, enhancing the company's ethical framework.
• Streamlines and consolidates various company policies, improving clarity and efficiency in corporate guidelines.
• Explicit commitment to honesty, integrity, and ethical conduct across all business operations, reinforcing a strong corporate culture.
• Strong emphasis on protecting against retaliation for good-faith reporting of violations, fostering a culture of transparency and accountability.
• Comprehensive coverage of critical areas including insider trading, data protection, fair competition, financial integrity, and human rights, demonstrating a holistic approach to compliance.
• Clear reporting channels for concerns, including anonymous options via a third-party administrator, encouraging employees to speak up.
• The update follows a significant corporate event (separation from Lions Gate), indicating a thorough and timely review of governance structures.

Risks

• Potential for non-compliance by Starz Personnel with applicable laws, rules, regulations, accounting standards, and company policies.
• Misuse of company assets, including fraud, embezzlement, theft, misappropriation, money laundering, and tax evasion, leading to financial and reputational damage.
• Insider trading by personnel possessing material, non-public information, which can result in severe legal penalties.
• Violations of data protection and intellectual property rights, potentially leading to legal action and loss of competitive advantage.
• Anti-competitive practices or antitrust violations, which could result in significant fines and criminal penalties.
• Falsification or improper alteration of records, or misrepresentation of facts in financial statements, undermining financial integrity and investor trust.
• Retaliation against individuals who report suspected violations, which could damage employee morale and expose the company to legal claims.
• Lack of candor or fraudulent influence on external auditors or internal audit staff, compromising the accuracy of financial reporting.
• Failure to uphold commitments to inclusion, a safe workplace, environmental responsibility, and human rights, leading to reputational harm and potential legal liabilities.

Future Outlook

The amended Code is intended to guide Starz Personnel to operate with the highest level of integrity in all future business activities, ensuring ongoing compliance with laws and ethical standards, and fostering a respectful and empowering work environment. It sets the framework for future conduct and disclosure practices.

Management Comments

• Starz Entertainment Corp. operates with honesty and integrity and in strict compliance with all applicable laws, and is committed to the highest standards of ethical conduct in all aspects of its business operations.
• The Company expects all Starz Personnel to comply with this Code, which is fundamental to the reputation, functioning and success of the Company, as well as all applicable laws, rules and regulations.
• The Company is committed to maintaining a culture that promotes prevention, detection and resolution of conduct that does not conform to our ethical standards, policies or to applicable laws or regulations.
• The Company strictly prohibits retaliation against an individual who reports in good faith a suspected or actual violation of law, internal policies or the Code.

Industry Context

Regularly updating a Code of Business Conduct and Ethics is a standard and expected practice for publicly traded companies, especially following significant corporate restructuring events like a spin-off or separation. This ensures that governance policies remain current with evolving regulatory requirements and best practices, maintaining investor confidence and operational integrity. Many companies, such as Netflix, Disney, and other media conglomerates, have robust codes of conduct that are periodically reviewed and updated to reflect their dynamic business environments and regulatory landscapes.

Comparison to Industry Standards

• The updated Code aligns with 'current governance, ethics, and compliance best practices,' indicating it meets or exceeds typical industry standards for public companies.
• The inclusion of specific sections on data protection, social media, modern slavery, and human rights reflects a comprehensive approach consistent with leading global corporations, similar to detailed codes found at The Walt Disney Company and Netflix.
• The provision for anonymous reporting via a third-party administrator is a best practice for encouraging whistleblowing and ensuring accountability, comparable to systems implemented by major corporations to enhance transparency.

Corporate Governance

Stakeholder Impact

• Shareholders: Enhanced confidence in the company's commitment to ethical conduct, transparency, and robust corporate governance, potentially reducing long-term reputational and legal risks.
• Employees: Clearer guidelines for ethical behavior, a reinforced commitment to a safe and inclusive workplace, and strong protection against retaliation for reporting concerns.
• Customers & Business Partners: Assurance that Starz operates with honesty, integrity, and fairness, fostering trust in business dealings.
• Regulatory Authorities: Demonstrates compliance with SEC requirements and a proactive approach to maintaining high ethical standards.

Next Steps

• Starz Personnel are required to comply fully with the Code and related company policies and procedures.
• Starz Personnel have an obligation to report any suspected violations of the Code.
• The Office of the General Counsel will determine which document takes precedence in the event of an actual or perceived conflict between the Code and more detailed policies.

Key Dates

Recommendation

The filing details a routine update to the company's Code of Business Conduct & Ethics, a positive step for corporate governance and compliance. While it reinforces the company's commitment to ethical operations, it does not contain information that would directly impact financial performance, strategic growth, or valuation in a way that warrants a change in investment position. Therefore, a 'hold' recommendation is appropriate as it maintains the status quo regarding the investment thesis.

Keywords

Starz Entertainment, Code of Business Conduct, Ethics, Corporate Governance, Compliance, SEC Filing, 8-K, Risk Management, Insider Trading, Whistleblower, Anti-Corruption, Antitrust, Financial Integrity, Human Rights