Form 4: Lionsgate Studios COO Brian Goldsmith Reports Equity Transactions and Future RSU Vesting

Lionsgate Studios Chief Operating Officer Brian Goldsmith reported the vesting of restricted share units and associated tax-related share dispositions, along with significant future RSU vesting schedules.

Summary

• Brian Goldsmith, Chief Operating Officer of Lionsgate Studios Corp., reported equity transactions on July 3, 2025.
• 34,996 common shares were withheld by the Issuer at a price of $5.80 to cover tax obligations upon the vesting of 68,916 restricted share units (RSUs).
• 51,687 common shares were issued to Mr. Goldsmith upon the vesting of 75% of performance RSUs, with an acquisition price of $0.
• An additional 26,247 common shares were withheld by the Issuer at a price of $5.85 to satisfy tax obligations related to the vesting of the 51,687 performance RSUs.
• Following these transactions, Mr. Goldsmith beneficially owns 1,518,470 common shares.
• The reported beneficial ownership also includes future RSU grants: 55,643 RSUs scheduled to vest on July 27, 2025; 68,916 RSUs scheduled to vest on July 3, 2026; 123,059 RSUs scheduled to vest in two equal annual installments on July 1, 2026 and 2027; and 256,024 RSUs scheduled to vest in three equal annual installments on July 1, 2026, 2027 and 2028.

Sentiment

Score: 7

Explanation: The filing indicates the vesting of performance-based equity awards and outlines substantial future RSU vesting, which is generally positive as it aligns executive incentives with long-term company performance and shareholder value. The share dispositions are for tax purposes, which is a standard and expected part of equity compensation.

Positives

• Vesting of 51,687 performance RSUs indicates the achievement of performance targets, leading to the issuance of common shares to the Chief Operating Officer.
• The significant number of future RSUs (55,643, 68,916, 123,059, and 256,024) scheduled to vest through 2028 demonstrates continued long-term equity alignment between the COO and shareholder interests.
• The acquisition of 51,687 common shares at a price of $0 upon vesting represents a direct increase in the COO's equity stake.

Negatives

• A total of 61,243 common shares (34,996 + 26,247) were withheld by the Issuer to cover tax withholding obligations, reducing the immediate net share gain from the vested RSUs.

Future Outlook

The filing indicates a structured long-term incentive plan for the Chief Operating Officer, with significant tranches of Restricted Share Units scheduled to vest annually through July 2028, aligning executive compensation with future company performance.

Industry Context

This filing reflects standard executive compensation practices within the entertainment and media industry, where equity-based incentives like Restricted Share Units are commonly used to align management interests with long-term shareholder value creation and retain key talent.

Comparison to Industry Standards

• The use of Restricted Share Units (RSUs) as a significant component of executive compensation is a common practice across the media and entertainment industry, similar to companies like Netflix, Disney, and Warner Bros. Discovery, which also utilize equity awards to incentivize performance and retention.
• The practice of withholding shares to cover tax obligations upon RSU vesting is standard and aligns with typical compensation administration procedures for equity awards in publicly traded companies.
• The vesting of performance-based RSUs, as seen with the 51,687 shares, is consistent with industry trends that tie a portion of executive compensation to the achievement of specific operational or financial targets, promoting accountability and performance.

Related Party Transactions

• The vesting and issuance of common shares to Brian Goldsmith, the Chief Operating Officer, as part of his employment agreement and the Lionsgate Studios Corp. 2025 Performance Incentive Plan, constitute compensation-related transactions between the company and a related party.
• The withholding of shares by the Issuer to satisfy tax obligations upon RSU vesting is also a related-party transaction as it involves the company directly facilitating a tax payment on behalf of an executive.

Stakeholder Impact

• Shareholders: The vesting of performance-based RSUs suggests that certain company performance targets have been met, which could be viewed positively. The continued equity ownership by a key executive like the COO aligns his interests with long-term shareholder value.
• Employees: The RSU vesting and future schedules demonstrate the company's commitment to equity-based compensation, which can be a positive signal for employee retention and motivation, particularly for senior management.
• Management: The transactions reflect the realization of compensation for the Chief Operating Officer and outline future equity incentives, reinforcing his long-term commitment to the company.

Next Steps

• Vesting of 55,643 RSUs on July 27, 2025.
• Vesting of 68,916 RSUs on July 3, 2026.
• First annual installment vesting of 123,059 RSUs and 256,024 RSUs on July 1, 2026.
• Second annual installment vesting of 123,059 RSUs and 256,024 RSUs on July 1, 2027.
• Third annual installment vesting of 256,024 RSUs on July 1, 2028.

Key Dates

Keywords

Lionsgate Studios Corp., LION, SEC Form 4, Insider Trading, Restricted Share Units, RSU Vesting, Equity Compensation, Brian Goldsmith, Chief Operating Officer, Share Ownership, Tax Withholding