Form 4: Lionsgate Studios CFO James Barge Reports Significant Equity Awards and Tax-Related Share Dispositions

Lionsgate Studios Corp.'s Chief Financial Officer, James W. Barge, reported the acquisition of 323,756 common shares through equity awards and the disposition of 41,279 shares for tax withholding purposes, effective July 1, 2025.

Summary

• James W. Barge, Chief Financial Officer of Lionsgate Studios Corp., reported multiple transactions on July 1, 2025.
• Acquired 274,312 common shares as 85% of a target annual equity award, with a price of $0.
• Acquired 49,444 common shares upon the vesting of 75% of performance Restricted Share Units (RSUs), with a price of $0.
• Disposed of 23,588 common shares at $5.81 to satisfy tax withholding obligations related to the vesting of 65,925 RSUs.
• Disposed of 17,691 common shares at $5.76 to satisfy tax withholding obligations related to the vesting of 49,444 performance RSUs.
• Following these transactions, James W. Barge beneficially owns 1,701,244 common shares, which includes various RSUs scheduled to vest between July 2025 and July 2028.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as it reflects ongoing executive compensation through equity awards, indicating management alignment and retention. The share dispositions are routine tax-related transactions, not sales initiated by the executive.

Positives

• Receipt of 274,312 common shares as part of an annual equity award, indicating ongoing compensation and alignment with company performance.
• Issuance of 49,444 common shares from the vesting of performance-based Restricted Share Units (RSUs), reflecting achievement of performance targets.
• The equity awards are granted under the Lionsgate Studios Corp. 2025 Performance Incentive Plan, suggesting a structured and approved compensation framework.

Negatives

• Disposition of 23,588 common shares at $5.81 and 17,691 common shares at $5.76 to cover tax withholding obligations, which reduces the direct shareholding.

Future Outlook

The document details future vesting schedules for Restricted Share Units (RSUs) held by James W. Barge, with installments scheduled through July 2028, indicating a long-term equity incentive structure.

Industry Context

This Form 4 filing reflects routine executive compensation practices within the media and entertainment industry, where equity awards like Restricted Share Units (RSUs) are common tools for aligning executive incentives with long-term company performance and shareholder value. The tax-related dispositions are standard procedures for cashless exercise or vesting of equity awards.

Comparison to Industry Standards

• The use of Restricted Share Units (RSUs) and performance-based equity awards is a standard compensation practice for executives in publicly traded companies across various industries, including media and entertainment, comparable to practices at companies like Netflix, Disney, or Warner Bros. Discovery.
• The automatic withholding of shares for tax obligations upon vesting is a common and efficient mechanism for managing executive compensation, widely adopted by companies to simplify tax compliance for both the company and the executive.
• The multi-year vesting schedules (e.g., through 2028) for RSUs are consistent with industry benchmarks for executive retention and long-term incentive alignment, similar to equity plans observed at major studios and tech companies.

Related Party Transactions

• The reported transactions involve the Chief Financial Officer, James W. Barge, acquiring and disposing of company shares, which are by definition related-party transactions as they involve an insider and the issuer.
• The equity awards are granted pursuant to an employment agreement and the Lionsgate Studios Corp. 2025 Performance Incentive Plan, formalizing the terms of these related-party dealings.

Stakeholder Impact

• Shareholders: The equity awards align the Chief Financial Officer's interests with long-term shareholder value. The tax-related share dispositions are routine and do not reflect a discretionary sale by the executive.
• Employees: The document highlights the company's use of equity incentive plans, which can be a positive signal for employee compensation strategies and retention.

Next Steps

• Future vesting of 59,618 RSUs on July 27, 2025.
• Future vesting of 127,987 RSUs in two equal annual installments on July 3, 2025 and 2026.
• Future vesting of 131,848 RSUs in three equal annual installments on July 1, 2026 and 2027.
• Future vesting of 274,312 RSUs in three equal annual installments on July 1, 2026, 2027 and 2028.

Key Dates

Keywords

Lionsgate Studios Corp., LION, SEC Form 4, Insider Trading, Equity Award, Restricted Share Units, RSUs, Stock Compensation, Tax Withholding, Chief Financial Officer, James W. Barge, Executive Compensation