v3.25.2
Capital Stock
 3 Months Ended
Jun. 30, 2025
Equity and Share-based Compensation [Abstract]  
Capital Stock Capital Stock
(a) Common Shares

The Company has an unlimited number of authorized shares following the closing of the Starz Separation and at June 30, 2025.

The table below outlines common shares reserved for future issuance:
June 30,
2025
 (Amounts in millions)
Stock options and share appreciation rights (SARs) outstanding17.1 
Restricted share units — unvested10.0 
Common shares available for future issuance27.3 
Shares reserved for future issuance54.4 

As described in Note 1, in connection with the completion of the Starz Separation and related transactions, pre-transaction shareholders of Old Lionsgate Class A Shares received one and twelve one-hundredths (1.12) Lionsgate Common Shares for each Class A share held and pre-transaction shareholders of Old Lionsgate Class B Shares received one Lionsgate Common Share for each Class B Share held. Pre-transaction Legacy Lionsgate Studios shareholders, other than Old Lionsgate, received, in exchange for each Legacy Lionsgate Studios Common Share they held, LG Studios Flip Shares.

As of March 31, 2025, the Company had 500 million authorized Class A voting shares and 500 million authorized Class B non-voting shares.

(b) Preferred Shares

The Company has authorized 200.0 million shares, no par value, of preferred stock. No shares have been issued under this authorization.

(c) Shareholder Rights Agreement

On May 6, 2025, 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 plan, as set forth in the Shareholder Rights Agreement dated as of May 7, 2025 (the “Rights Agreement”), by and between the Company and Computershare Investor Services, Inc., as rights agent. The Rights may be exercised only when a holder has acquired 15% or more of the Company’s outstanding common shares (referred to as “Beneficial Ownership”). Each Right entitles the holder to purchase one common share at an exercise price of $32.00. All Rights will expire on May 7, 2026. The Board of Directors may redeem the Rights at any time, before the Rights are exercisable or expired, for $0.001 per Right. As of June 30, 2025, no rights have been exercised or redeemed.

(d) Share-based Compensation

Starz Separation - Incentive Plans. On May 6, 2025, the Company assumed the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan, and the plan was amended and restated as the Lionsgate Studios Corp. 2025 Performance Incentive Plan (the “Lionsgate 2025 Plan”), and became effective, with respect to 58,000,000 Lionsgate Common Shares. On May 6, 2025, the Company became the sponsor of the Lionsgate 2025 Plan. All awards outstanding immediately prior to the completion of the Starz Separation under the equity plans of Old Lionsgate and held by employees or directors who became employees or directors of Lionsgate after the Starz Separation, or by former employees (regardless of the division in which such former employee served), were converted into awards of the Company under the Lionsgate 2025 Plan, except that awards of individuals who will be serving as non-employee directors of both the Company and Starz were only partially converted into awards under the Lionsgate 2025 Plan.
The Company recognized the following share-based compensation expense during the three months ended June 30, 2025 and 2024:
Three Months Ended
June 30,
20252024
 (Amounts in millions)
Compensation Expense:
Stock options$0.1 $0.2 
Restricted share units and other share-based compensation2.5 13.0 
Share appreciation rights0.2 0.2 
2.8 13.4 
Impact of accelerated vesting on equity awards(1)
(1.1)— 
Total share-based compensation expense$1.7 $13.4 
___________________
(1)Represents the impact of the acceleration of vesting schedules for equity awards pursuant to certain severance arrangements.

Share-based compensation expense, by expense category, consisted of the following:
Three Months Ended
June 30,
20252024
 (Amounts in millions)
Share-Based Compensation Expense:
General and administration$2.8 $13.4 
Restructuring and other(1.1)— 
$1.7 $13.4 
The following table sets forth the stock option, SARs and restricted share unit activity during the three months ended June 30, 2025:

Stock Options and SARs
Old Lionsgate
Class A Voting Shares		Old Lionsgate
Class B Non-Voting Shares		Lionsgate
Number of SharesWeighted-Average Exercise PriceNumber of SharesWeighted-Average Exercise PriceNumber of SharesWeighted- Average Exercise Price
(Number of shares in millions)
Outstanding at March 31, 20252.3 $23.10 14.8 $13.86 — — 
Granted— — — — — — 
Options exercised— — — 
(1)
$7.13 — — 
Forfeited or expired— 
(1)
$7.70 — 
(1)
$11.29 — — 
Outstanding at May 6, 20252.3 $23.09 14.8 $13.86 — — 
Conversion(2.3)— (14.8)— 17.1 $15.09 
Granted— — — — — — 
Options exercised— — — — — — 
Forfeited or expired— — — — — 
(1)
$13.38 
Outstanding at June 30, 2025— — — — 17.1 $15.09 
Restricted Share Units
Old Lionsgate
Class A Voting Shares		Old Lionsgate
Class B Non-Voting Shares		Lionsgate
Number of SharesWeighted-Average Grant-Date Fair ValueNumber of SharesWeighted-Average Grant-Date Fair ValueNumber of SharesWeighted-Average Grant-Date Fair Value
(Number of shares in millions)
Outstanding at March 31, 20250.1 $8.39 11.1 $8.17 — — 
Granted— — 0.1 $7.29 — — 
RSUs vested— 
(1)
$8.41 — 
(1)
$7.55 — — 
Forfeited or expired— — — 
(1)
$7.97 — — 
Outstanding at May 6, 20250.1 $8.39 11.2 $8.16 — — 
Conversion(0.1)— (11.2)— 11.0 $8.16 
Granted— — — — 0.1 $7.34 
RSUs vested— — — — (0.2)$9.08 
Forfeited or expired— — — — (0.9)$8.19 
Outstanding at June 30, 2025— — — — 10.0 $8.13 
__________________
(1)Represents less than 0.1 million shares.

(e) Share Repurchases

During the three months ended June 30, 2025 and 2024, the Company did not repurchase any common shares. To date, approximately $288.1 million common shares have been repurchased, leaving approximately $179.9 million of authorized potential repurchases.
(f) SEAC Sponsor Options

In connection with the Business Combination, the Sponsor Options to receive Legacy Lionsgate Studios common shares, were issued to certain noncontrolling interest holders, with an exercise price of $0.0001 per share. The Sponsor Options would become exercisable (i) on or after the date on which the trading price of Legacy Lionsgate Studios common shares (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) equals or exceeds $16.05 per share or (ii) if a Change of Control (as defined in the sponsor option agreement) occurs, subject to certain conditions. The Company has recorded the Sponsor Options as part of the noncontrolling interest.

In connection with the Starz Separation, Legacy Lionsgate Studios amended the sponsor option agreement to include the Company as a party to the agreement and converting the Sponsor Options into options to purchase the Company’s common shares.