Form 4: Lionsgate Studios CEO Jon Feltheimer Reports Significant Equity Awards and Vesting Transactions

Lionsgate Studios Corp. CEO Jon Feltheimer reported the acquisition of over 860,000 common shares through equity awards and vesting, alongside dispositions for tax obligations, increasing his total beneficial ownership to 3,715,183 shares.

Summary

• Jon Feltheimer, Chief Executive Officer and Director of Lionsgate Studios Corp. (LION), reported multiple transactions related to his beneficial ownership of common shares.
• On July 1, 2025, Feltheimer acquired 731,497 common shares as an annual equity award, representing 85% of the target award under his employment agreement, with a transaction price of $0.
• Following this acquisition, his beneficial ownership increased to 3,744,757 common shares.
• On the same date, 92,242 common shares were disposed of at a price of $5.81 per share to satisfy tax withholding obligations upon the vesting of 175,799 restricted share units (RSUs).
• This disposition reduced his beneficial ownership to 3,652,515 common shares.
• Additionally, 131,849 common shares were acquired at a price of $0, representing the vesting of 75% of performance RSUs granted under his employment agreement.
• This acquisition increased his beneficial ownership to 3,784,364 common shares.
• Concurrently, 69,181 common shares were disposed of at a price of $5.76 per share to cover tax withholding obligations related to the vesting of the 131,849 performance RSUs.
• After all reported transactions, Jon Feltheimer's total beneficial ownership stands at 3,715,183 common shares.
• The reported RSU holdings include 95,388 RSUs vesting on July 27, 2025; 393,805 RSUs vesting in two equal annual installments on July 3, 2025 and 2026; 351,597 RSUs vesting in two equal annual installments on July 1, 2026 and 2027; and 731,497 RSUs vesting in three equal annual installments on July 1, 2026, 2027 and 2028.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation activities, including significant equity awards and vesting, which generally align management interests with shareholders. The transactions are routine and expected, indicating stability in compensation structure.

Positives

• The CEO received a significant annual equity award of 731,497 common shares, aligning his interests with shareholders.
• The vesting of 131,849 performance RSUs indicates that performance targets were met, reflecting positively on company management.
• The substantial beneficial ownership of 3,715,183 common shares by the CEO demonstrates a strong commitment to the company's long-term success.

Negatives

• A total of 161,423 common shares were disposed of to cover tax withholding obligations, which is a standard practice but reduces direct share ownership.

Future Outlook

The document outlines future vesting schedules for Jon Feltheimer's restricted share units, with significant tranches scheduled to vest on July 27, 2025, July 3, 2025 and 2026, and July 1, 2026, 2027, and 2028. These future vestings will result in additional share issuances to the CEO, subject to continued employment and performance conditions.

Industry Context

This Form 4 filing details routine executive compensation transactions, specifically the vesting of equity awards and the associated tax withholdings. Such transactions are common across publicly traded companies as a standard component of executive incentive and retention programs, aligning management's long-term interests with shareholder value.

Corporate Governance

Related Party Transactions

• The reported transactions involve the company's Chief Executive Officer and Director, Jon Feltheimer, receiving equity awards and having shares withheld for tax purposes by the Issuer. These are standard compensation-related dealings between an executive and the company.

Stakeholder Impact

• Shareholders: The significant equity awards to the CEO align his financial interests with the long-term performance of the company, potentially benefiting shareholders through shared incentives. The vesting of performance RSUs suggests that company performance targets were met, which is positive for shareholders. However, the issuance of new shares upon vesting can lead to minor dilution.
• Employees: The compensation structure for the CEO may set a precedent or reflect the company's overall approach to executive incentives, potentially influencing broader employee compensation strategies.

Next Steps

• Future vesting of 95,388 RSUs on July 27, 2025.
• Future vesting of 393,805 RSUs in two equal annual installments on July 3, 2025 and 2026.
• Future vesting of 351,597 RSUs in two equal annual installments on July 1, 2026 and 2027.
• Future vesting of 731,497 RSUs in three equal annual installments on July 1, 2026, 2027 and 2028.

Key Dates

Recommendation

Keywords

Lionsgate Studios Corp, LION, Jon Feltheimer, CEO, Director, SEC Form 4, insider transaction, equity award, restricted stock units, RSU, performance RSU, share ownership, beneficial ownership, tax withholding