General. In September 2019, and as amended in 2021, Old Lionsgate shareholders approved the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan (the “2019 Lionsgate Plan”) previously adopted by Old Lionsgate's Board of Directors (the “Old Lionsgate Board”). Prior to the Separation, certain employees of the Company were granted stock options, restricted share units or share appreciation rights under the 2019 Lionsgate Plan.

The following disclosures of unit data are based on grants related directly to the Company's employees, and exclude unit data related to the allocation of Old Lionsgate corporate and shared employee share-based compensation expenses. The amounts presented are not necessarily indicative of future awards and do not necessarily reflect the results that the Company would have experienced as a standalone company for the periods presented.

Stock options are generally granted at exercise prices equal to or exceeding the market price of Old Lionsgate's common shares at the date of grant. Substantially all stock options vest ratably over one to three years from the grant date based on continuous service and expire seven to ten years from the date of grant. Restricted share units generally vest ratably over one to three years based on continuous service. Old Lionsgate satisfies stock option exercises and vesting of restricted share units with newly issued shares.

The measurement of all share-based awards uses a fair value method and the recognition of the related share-based compensation expense in the combined financial statements is recorded over the requisite service period. Further, Old Lionsgate estimates forfeitures for share-based awards that are not expected to vest. As share-based compensation expense allocated to the Company and recognized in the Company’s combined financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.


	Year Ended
	March 31,
	2025		2024		2023
	(Amounts in millions)
Compensation Expense:
Stock options	$	—	$	—	$	0.4
Restricted share units	16.8		17.6		15.7
Share appreciation rights	—		—		(0.1)
Total Starz employee share-based compensation expense	16.8		17.6		16.0
Corporate allocation of share-based compensation	0.7		5.6		9.7
	17.5		23.2		25.7
Impact of accelerated vesting on equity awards(1)	0.5		1.4		—
Total share-based compensation expense (2)	$	18.0	$	24.6	$	25.7

Tax impact(3)	(4.3)		(5.9)		(6.2)
Increase in net loss	$	13.7	$	18.7	$	19.5

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

(2)Included in net earnings (loss) from discontinued operations for the year ended March 31, 2025 was share-based compensation expense of $0.3 million (including $0.5 million related to accelerated vesting on equity awards) (2024 — $1.8 million, 2023 — $3.0 million).

(3)Represents the income tax benefit recognized in the statements of operations for share-based compensation arrangements.


	Year Ended
	March 31,
	2025		2024		2023
	(Amounts in millions)
Share-Based Compensation Expense:
Direct operating	$	2.8	$	2.7	$	1.5
Distribution and marketing	0.8		0.8		0.8
General and administration	13.9		19.7		23.4
Restructuring and other	0.5		1.4		—
	$	18.0	$	24.6	$	25.7

The following table sets forth the stock option and share appreciation rights (“SARs”) activity on grants related directly to the Company's employees during the year ended March 31, 2025:


		Stock Options and SARs
	Old Lionsgate Class B Non-Voting Shares
		Number of Shares		Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value(2)
		(Amounts in millions, except for weighted-average exercise price and years)
Outstanding at March 31, 2024		1.3		$11.14
Granted		—		—
Exercised		—	(1)	$6.49
Forfeited or expired		(0.1)		$15.81
Outstanding at March 31, 2025		1.2		$11.08	3.74	$	0.1
Vested or expected to vest at March 31, 2025		1.2		$11.08	3.74	$	0.1
Exercisable at March 31, 2025		1.2		$11.08	3.74	$	0.1

(2)The intrinsic value is calculated for each in-the-money stock option and SAR as the difference between the closing price of Old Lionsgate's common stock on March 31, 2025 and the exercise price.

The fair value of each option award is estimated on the date of grant using a closed-form option valuation model (Black-Scholes). No options or share-appreciation rights were granted in the years ended March 31, 2025, 2024 or 2023.

The total intrinsic value (based on Old Lionsgate's share price) of options exercised during the year ended March 31, 2025 was $0.1 million (2024 — less than $0.1 million, 2023 — $0.1 million).

The following table sets forth the restricted share unit activity on grants related directly to the Company's employees during the year ended March 31, 2025:


	Restricted Share Units
	Old Lionsgate Class B Non-Voting Shares	Weighted-Average Grant-Date Fair Value
	(Amounts in millions, except for weighted-average grant date fair value)
Outstanding at March 31, 2024	3.4	$8.62
Granted	2.3	$7.99
Vested	(2.3)	$8.68
Forfeited	(0.2)	$8.15
Outstanding at March 31, 2025	3.2	$8.15

The fair values of restricted share units are determined based on the market value of the shares on the date of grant. The total fair value of restricted share units on the date of vesting during the year ended March 31, 2025 was $20.2 million (2024 — $18.5 million, 2023 — $15.0 million).

The following table summarizes the total remaining unrecognized compensation cost as of March 31, 2025 related to non-vested restricted share units and the weighted average remaining years over which the cost will be recognized. As of March 31, 2025, there was no remaining unrecognized compensation cost related to non-vested stock options.


	Total Unrecognized Compensation Cost		Weighted Average Remaining Years
	(Amounts in millions)
Restricted Share Units	$	12.6	1.5

Under Old Lionsgate’s stock option and long term incentive plans, Old Lionsgate withholds shares to satisfy minimum statutory federal, state and local tax withholding obligations arising from the vesting of restricted share units. During the year ended March 31, 2025, 0.9 million shares (2024 — 0.9 million shares, 2023 — 0.7 million shares) were withheld upon the vesting of restricted share units.

Old Lionsgate, and hence the Company, becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the stock options and restricted share units when vesting or exercise occurs, the restrictions are released and the shares are issued. Restricted share units are forfeited if the employees are terminated prior to vesting.

The Company recognized excess tax deficiencies of $1.2 million associated with its equity awards in its tax provision for the year ended March 31, 2025 (2024 — deficiencies of $4.6 million, 2023 — deficiencies of $2.6 million).