Form 4: Lionsgate Studios CFO James W. Barge Reports Executive Stock Transactions

Lionsgate Studios Corp. Chief Financial Officer James W. Barge reported the vesting of performance-based restricted share units and associated tax-related share dispositions, adjusting his beneficial ownership.

Summary

• James W. Barge, Chief Financial Officer of Lionsgate Studios Corp. (LION), reported changes in his beneficial ownership of common shares.
• On July 3, 2025, 24,664 common shares were withheld by Lionsgate Studios Corp. at a price of $5.80 per share to cover tax obligations upon the vesting of 63,994 restricted share units (RSUs).
• Concurrently on July 3, 2025, 47,996 common shares were acquired by Mr. Barge at a price of $0, representing the vesting of 75% of performance RSUs granted under an employment agreement.
• Also on July 3, 2025, an additional 24,372 common shares were withheld by Lionsgate Studios Corp. at a price of $5.85 per share to satisfy tax obligations related to the vesting of the 47,996 performance RSUs.
• Following these transactions, Mr. Barge's direct beneficial ownership of common shares is 1,700,204.
• His total beneficial ownership includes various RSUs scheduled to vest: 59,618 RSUs on July 27, 2025; 63,994 RSUs on July 3, 2026; 131,848 RSUs in two equal annual installments on July 1, 2026 and 2027; and 274,312 RSUs in three equal annual installments on July 1, 2026, 2027 and 2028.

Sentiment

Score: 5

Explanation: The document reports routine executive compensation transactions (RSU vesting and tax withholding) which are expected and do not indicate any significant positive or negative operational or financial news for the company.

Positives

• The vesting of 47,996 performance RSUs indicates the achievement of performance targets or continued employment, aligning executive incentives with company performance.
• The acquisition of shares through RSU vesting at a $0 price represents a non-cash compensation benefit to the CFO.

Negatives

• The disposition of 24,664 and 24,372 common shares, totaling 49,036 shares, to cover tax withholding obligations reduces the CFO's direct shareholding.

Future Outlook

The document indicates future vesting schedules for a significant number of restricted share units (RSUs) for the Chief Financial Officer, extending through July 2028, which suggests a long-term retention strategy for key executives.

Industry Context

Executive compensation through restricted stock units (RSUs) and performance-based awards is a common practice across the entertainment and media industry, aligning executive incentives with shareholder value creation and long-term company performance. This filing reflects a standard mechanism for executive equity compensation.

Comparison to Industry Standards

• The use of Restricted Share Units (RSUs) as a form of executive compensation is a widely adopted practice across major media and entertainment companies, including peers like Disney, Netflix, and Warner Bros. Discovery.
• The practice of withholding shares to cover tax obligations upon RSU vesting is standard across the industry and is a common feature of equity compensation plans.
• The structure of performance-based RSUs, vesting over multiple years, is consistent with industry benchmarks aimed at retaining key talent and incentivizing long-term performance, similar to compensation structures seen at companies like Paramount Global or Comcast.

Corporate Governance

Related Party Transactions

• The reported transactions involve the Chief Financial Officer, James W. Barge, and Lionsgate Studios Corp., which constitutes a related party transaction in the context of executive compensation. These are standard, pre-arranged compensation events rather than unique, negotiated deals.

Stakeholder Impact

• Shareholders: Provides transparency regarding executive equity ownership and compensation, which can influence investor confidence. The vesting of performance-based RSUs may signal management's alignment with shareholder interests.
• Employees: Reflects the company's compensation structure for senior executives, which can indirectly influence broader employee compensation strategies and morale.
• Management: Directly impacts the Chief Financial Officer's personal equity holdings and compensation structure.

Next Steps

• Future vesting of 59,618 RSUs on July 27, 2025.
• Future vesting of 63,994 RSUs on July 3, 2026.
• Future vesting of 131,848 RSUs in two 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, executive compensation, restricted stock units, RSU vesting, stock ownership, James W. Barge, Chief Financial Officer, tax withholding