Form 4: Lionsgate Studios Vice Chair Michael Burns Reports Significant Equity Transactions

Lionsgate Studios Corp. Vice Chair Michael Raymond Burns reported multiple equity transactions, including the acquisition of new shares and the disposition of shares to cover tax obligations, as part of his compensation plan.

Summary

• Michael Raymond Burns, Vice Chair of Lionsgate Studios Corp. (LION), reported changes in his beneficial ownership of common shares.
• On July 1, 2025, Burns acquired 36,575 common shares at a price of $0, representing 85% of the target for an annual equity award.
• Following this acquisition, his beneficial ownership stood at 3,069,861 common shares.
• On the same date, 37,741 common shares were disposed of at a price of $5.81 to satisfy tax withholding obligations upon the vesting of 105,480 Restricted Share Units (RSUs).
• After this disposition, his beneficial ownership adjusted to 3,032,120 common shares.
• Also on July 1, 2025, Burns acquired an additional 79,110 common shares at a price of $0, issued upon the vesting of 75% of performance RSUs.
• This acquisition increased his beneficial ownership to 3,111,230 common shares.
• Subsequently, 30,444 common shares were disposed of at a price of $5.76 to cover tax withholding obligations related to the vesting of 79,110 performance RSUs.
• The final reported beneficial ownership after these transactions is 3,080,786 common shares.
• Outstanding RSU holdings include 137,832 RSUs vesting in two equal annual installments on July 3, 2025, and July 1, 2026.
• Additional RSU holdings include 210,958 RSUs vesting in two equal annual installments on July 1, 2026, and July 1, 2027.
• Further RSU holdings include 36,575 RSUs scheduled to vest in three equal annual installments on July 1, 2026, July 1, 2027, and July 1, 2028.

Sentiment

Score: 6

Explanation: The filing indicates ongoing equity compensation for a key executive, aligning their interests with shareholders, despite routine tax-related share dispositions. This is generally a positive signal for executive retention and motivation.

Positives

• The Vice Chair received significant equity awards (36,575 and 79,110 common shares), indicating continued alignment of executive incentives with shareholder interests.
• The awards are part of an employment agreement and performance incentive plan, suggesting a structured and ongoing compensation framework.

Negatives

• A total of 68,185 common shares were disposed of to cover tax withholding obligations, which reduces the direct shareholding of the executive.

Future Outlook

The executive's future equity compensation includes significant RSU grants scheduled to vest in annual installments through July 2028, aligning long-term incentives with company performance.

Management Comments

• The equity awards represent 85% of the target of an annual equity award granted pursuant to the terms of an employment agreement with the reporting person.
• Common shares were withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of RSUs, in accordance with the Lionsgate Studios Corp. 2025 Performance Incentive Plan and the Issuer's policies.

Industry Context

This Form 4 filing reflects routine executive compensation practices within the entertainment and media industry, where equity awards are a common component of long-term incentive plans to retain key talent and align management interests with shareholder value.

Corporate Governance

Related Party Transactions

• The entire filing details transactions between Michael Raymond Burns, an executive (Vice Chair) of Lionsgate Studios Corp., and the company itself, involving equity awards and share dispositions for tax purposes, which are by definition related-party transactions.

Stakeholder Impact

• Shareholders: The issuance of shares for equity awards can lead to minor dilution, but also aligns the interests of a key executive with shareholder value creation.
• Employees (Executive): Michael Raymond Burns benefits directly from the equity awards, which form a significant part of his compensation and long-term incentives.

Next Steps

• Future vesting of 137,832 RSUs in two equal annual installments on July 3, 2025, and July 1, 2026.
• Future vesting of 210,958 RSUs in two equal annual installments on July 1, 2026, and July 1, 2027.
• Future vesting of 36,575 RSUs in three equal annual installments on July 1, 2026, July 1, 2027, and July 1, 2028.

Key Dates

Keywords

Lionsgate Studios Corp., LION, Michael Raymond Burns, Form 4, Insider Transaction, Equity Award, Restricted Share Units, RSU, Executive Compensation, Share Vesting, Tax Withholding