Form 4: Lionsgate General Counsel Bruce Tobey Reports Significant Equity Transactions and Future Vesting Schedule

Lionsgate Studios Corp.'s General Counsel, Bruce Tobey, reported multiple equity transactions, including the acquisition of new equity awards and the disposition of shares for tax obligations, resulting in a net beneficial ownership of 304,391 common shares.

Summary

• Bruce Tobey, General Counsel of Lionsgate Studios Corp. (LION), engaged in several equity transactions on July 1, 2025.
• Acquired 87,780 common shares at a price of $0, representing 85% of a target annual equity award under his employment agreement.
• Disposed of 11,605 common shares at $5.81 per share to cover tax withholding obligations upon the vesting of 22,854 Restricted Share Units (RSUs).
• Acquired an additional 17,141 common shares at a price of $0, issued upon the vesting of 75% of performance RSUs.
• Disposed of 8,704 common shares at $5.76 per share to cover tax withholding obligations upon the vesting of 17,141 performance RSUs.
• Following these transactions, Mr. Tobey's total beneficial ownership stands at 304,391 common shares.
• This beneficial ownership includes various Restricted Share Units (RSUs) with future vesting dates: 8,707 RSUs vesting on March 27, 2026; 39,380 RSUs vesting in two equal annual installments on July 3, 2025 and 2026; 45,707 RSUs vesting in three equal annual installments on July 1, 2026 and 2027; 68,614 RSUs vesting in three equal annual installments on April 9, 2026, 2027 and 2028; and 87,780 RSUs vesting in three equal annual installments on July 1, 2026, 2027 and 2028.

Sentiment

Score: 7

Explanation: The document indicates routine executive compensation activities, including the granting of new equity awards and the vesting of performance-based units, which are generally positive for executive alignment and retention. The dispositions are for tax purposes, a neutral event. The overall sentiment is positive due to the continued equity incentives for a key executive.

Positives

• Acquisition of 87,780 common shares as part of an annual equity award, indicating ongoing compensation and alignment with company performance.
• Acquisition of 17,141 common shares upon the vesting of performance-based RSUs, suggesting achievement of performance targets.
• The total beneficial ownership of 304,391 common shares, including significant future RSU vesting, demonstrates a substantial equity stake by a key executive.

Negatives

• Disposition of 11,605 common shares at $5.81 and 8,704 common shares at $5.76 to satisfy tax withholding obligations, which reduces direct shareholdings.

Future Outlook

The document details future vesting schedules for various Restricted Share Units (RSUs) held by Bruce Tobey, with installments extending through July 2028, indicating a long-term equity incentive structure for the General Counsel.

Industry Context

This Form 4 filing reflects standard executive compensation practices within the entertainment and media industry, where equity awards like Restricted Share Units (RSUs) are commonly used to align executive interests with shareholder value and incentivize long-term performance. The disposition of shares for tax withholding is a routine event associated with the vesting of such awards.

Comparison to Industry Standards

• The use of Restricted Share Units (RSUs) as a significant component of executive compensation is a common practice across publicly traded companies, including major entertainment studios like The Walt Disney Company, Warner Bros. Discovery, and Netflix, aligning executive incentives with long-term company performance.
• The practice of withholding shares to cover tax obligations upon the vesting of equity awards is standard procedure for executive compensation plans, mirroring practices seen at companies such as Paramount Global and Comcast.
• The structure of multi-year vesting schedules for equity awards, as seen with Mr. Tobey's RSUs extending to 2028, is consistent with industry benchmarks designed to promote executive retention and sustained focus on strategic objectives.

Stakeholder Impact

• Shareholders: The equity awards align the General Counsel's interests with long-term shareholder value, as his compensation is tied to the company's stock performance. The dispositions for tax purposes are a routine part of executive compensation and do not indicate a lack of confidence.
• Employees: The compensation structure for a senior executive may set a precedent or reflect the company's overall approach to equity-based incentives for its workforce.

Next Steps

• Future vesting of 8,707 RSUs on March 27, 2026.
• Future vesting of 39,380 RSUs in two equal annual installments on July 3, 2025 and 2026.
• Future vesting of 45,707 RSUs in three equal annual installments on July 1, 2026 and 2027.
• Future vesting of 68,614 RSUs in three equal annual installments on April 9, 2026, 2027 and 2028.
• Future vesting of 87,780 RSUs in three equal annual installments on July 1, 2026, 2027 and 2028.

Key Dates

Recommendation

Keywords

Lionsgate Studios Corp., LION, Bruce Tobey, General Counsel, SEC Form 4, Insider Trading, Equity Award, Restricted Share Units, RSUs, Stock Vesting, Share Disposition, Tax Withholding, Executive Compensation, Corporate Governance