The Company has 200 million authorized shares of preferred stock with no par value. No shares had been issued as of June 30, 2026.

In connection with the Starz Separation, the Company’s Board of Directors declared a dividend of one common share purchase right (a “Right”) for each outstanding Lionsgate Common Share and adopted a Shareholder Rights Agreement. Each Right entitled the holder to purchase one common share at an exercise price of $32.00. All Rights expired unexercised and unredeemed on May 7, 2026.

Incentive Plans. The Company serves as the sponsor of the Lionsgate Studios Corp. 2025 Performance Incentive Plan (the “Lionsgate 2025 Plan”), as approved by the Board of Directors of the Company. A total of 58 million Lionsgate Common Shares are reserved for issuance pursuant to awards under the 2025 Lionsgate Plan.

The Lionsgate 2025 Plan provides for grants of stock options, share appreciation rights (“SARS”), RSUs, stock bonuses and other forms of equity awards, as well as certain cash bonus awards to directors, officers or employees of the Company or any of its subsidiaries, and certain consultants and advisors to the Company or any of its subsidiaries.


			June 30, 2026
			(Amounts in millions)
Stock options and SARs outstanding			20.9
RSUs - unvested			13.2
Common shares available for future issuance			12.7
Shares reserved for future issuance			46.8

Share-based Compensation Expense. The measurement of all share-based awards uses a fair value method and the recognition of the related share-based compensation expense in the unaudited condensed consolidated financial statements is recorded over the requisite service period. As share-based compensation expense recognized in the Company’s unaudited condensed consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.

The Company recognized the following share-based compensation expense during the three months ended June 30, 2026 and 2025:


	Three Months Ended
	June 30,
		2026		2025
		(Amounts in millions)
Share-Based Compensation Expense:
Stock options		$	1.2	$	0.1
Restricted share units and other share-based compensation		39.1		2.5
Share appreciation rights		—		0.2
		40.3		2.8
Impact of accelerated vesting on equity awards(1)		0.8		(1.1)
Total share-based compensation expense		$	41.1	$	1.7

(1)Represents the impact of the acceleration of vesting schedules for equity awards pursuant to certain severance arrangements.


	Three Months Ended
	June 30,
		2026		2025
		(Amounts in millions)
Share-Based Compensation Expense:
General and administration		$	40.3	$	2.8
Restructuring and other		0.8		(1.1)
Total share-based compensation expense		$	41.1	$	1.7

Stock options and SARs are generally granted at exercise prices equal to or exceeding the market price of the Company’s Common Shares at the date of grant. Substantially all stock options vest ratably over one to five years from the grant date based on continuous service and expire seven to ten years from the date of grant. The Company satisfies stock option exercises with newly issued shares.

The following table summarizes the activities during the three months ended June 30, 2026 related to the Company’s stock options and SARs:


	Number of Shares		Weighted Average Exercise Price (per share)
	(Amounts in millions, except per share amounts)
Outstanding as of March 31, 2026	16.9		$	14.67
Granted(1)	4.5		$	11.07
Options exercised	(0.5)		$	10.20
Forfeited or expired	—	(2)	$	14.88
Outstanding as of June 30, 2026	20.9		$	14.01
Vested or expected to vest as of June 30, 2026	20.8		$	14.01
Exercisable as of June 30, 2026	16.2		$	14.85

RSUs generally vest ratably over one to five years based on continuous service. The Company satisfies vesting of RSUs with newly issued shares.

The following table summarizes the activities during the three months ended June 30, 2026 related to the Company’s unvested RSUs:


	Number of Shares	Weighted Average Grant Date Fair Value (per share)
	(Amounts in millions, except per share amounts)
Unvested as of March 31, 2026	15.9	$	6.8
Granted(1)	0.8	$	10.88
Vested	(3.3)	$	6.67
Forfeited or expired	(0.2)	$	6.38
Unvested as of June 30, 2026	13.2	$	7.11

___________________

(1) During the three months ended June 30, 2026, the Company granted market-based equity awards to a certain executive officer of the Company which consisted of 0.7 million RSUs.