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Lionsgate Studios Corp.

For the period ended Jun 30, 2025. Filed Aug 11, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 11, 2025

LION$14.24+13.4%Stored close · as of Nov 6, 2026

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Notes to Condensed Consolidated Financial Statements

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. General

Nature of Operations

Lionsgate Studios Corp. (NYSE: LION) (the “Company,” “Lionsgate,” “New Lionsgate,” “we,” “us” or “our”) is one of the world’s leading standalone, pure play content companies. It brings together diversified motion picture and television production and distribution businesses, a world-class portfolio of valuable brands and franchises, a talent management and production powerhouse and a more than 20,000-title film and television library, all driven by Lionsgate’s bold and entrepreneurial culture.

Prior to the Starz Separation, as further discussed below, Lions Gate Entertainment Corp. (formerly listed on NYSE: LGF.A, LGF.B) (“Old Lionsgate”) encompassed the motion picture and television studio operations (formerly referred to as the “Studio Business”) and following the Studio Separation, as discussed in Note 3, Lionsgate Studios Corp. (formerly listed on NASDAQ: LION) (“Legacy Lionsgate Studios”) and the STARZ premium global subscription platform.

The continuing operations of Lionsgate consists of the Motion Picture and Television Production reportable segments. Motion Picture consists of the development and production of feature films, acquisition of North American and worldwide distribution rights, North American theatrical, home entertainment and television distribution of feature films produced and acquired, and worldwide licensing of distribution rights to feature films produced and acquired. Television Production consists of the development, production and worldwide distribution of television productions including television series, television movies and mini-series, and non-fiction programming. Television Production includes the domestic and international licensing of Starz original productions to Starz Entertainment Corp. (“Starz” and formerly the “Starz Business” of Old Lionsgate), and the ancillary market distribution of Starz original productions and licensed product. Additionally, the Television Production segment includes the results of operations of 3 Arts Entertainment, a talent management company.

Starz Separation

On May 6, 2025, through a series of transactions contemplated by a certain arrangement agreement, dated as of January 29, 2025, as amended by an amending agreement, dated as of March 12, 2025 (collectively, the “Arrangement Agreement”), the separation of the businesses of Legacy Lionsgate Studios, of which Old Lionsgate owned approximately 87.8%,and the Starz Business (the “Starz Separation”) was completed. As a result of the Arrangement Agreement, the pre-transaction shareholders of Old Lionsgate own shares in two separately traded public companies: (1) New Lionsgate, which was renamed “Lionsgate Studios Corp.” and holds, directly and through subsidiaries, the Studio Business previously held by Old Lionsgate, and is owned by Old Lionsgate shareholders and Legacy Lionsgate Studios shareholders, and (2) Old Lionsgate, which was renamed “Starz Entertainment Corp.” and holds, directly and through subsidiaries, the Starz Business that was previously held by Old Lionsgate (see Note 2).

Notwithstanding the legal form of the Starz Separation, for accounting and financial reporting purposes, in accordance with United States generally accepted accounting principles (“U.S. GAAP”), due to the relative significance of the Studio Business as compared to the Starz Business and the continued involvement of Old Lionsgate’s senior management with the Company following the completion of the Starz Separation, Old Lionsgate (which holds the Studio Business) is considered the accounting spinnor or divesting entity and Starz (which holds the Starz Business) is considered the accounting spinnee or divested entity. As a result, Old Lionsgate is the accounting predecessor to the Company and the pro rata distribution of the Starz Business has been recorded through equity with no gain or loss recorded. The Starz Business is reflected as discontinued operations in these financial statements following the completion of the Starz Separation. See Note 2 for further information.

In connection with the completion of the Starz Separation and related transactions, pre-transaction shareholders of Old Lionsgate holding Class A voting shares (“Old Lionsgate Class A Shares”) received one and twelve one-hundredths (1.12) Lionsgate new common shares (“Lionsgate Common Shares”) and one and twelve one-hundredths (1.12) Starz Entertainment Corp. common shares (“Starz Common Shares”) per Class A voting shares held and pre-transaction shareholders of Old Lionsgate holding Class B non-voting shares (“Old Lionsgate Class B Shares”) receivedone Lionsgate Common Share andone Starz Common Share per Class B non-voting shares held. Pre-transaction Legacy Lionsgate Studios shareholders, other than Old Lionsgate, received, in exchange for each Legacy Lionsgate Studios common share, without par value (“Legacy Lionsgate Studios Common Share”), they held, a number of Lionsgate Common Shares equal to the product of the Lionsgate Studios Consideration Shares (as defined below) divided by the total number of Legacy Lionsgate Studios Common Shares issued and outstanding immediately prior to the Starz Separation and held by Legacy Lionsgate Studios shareholders other than Old Lionsgate (such shares, the “LG Studios Flip Shares” and such ratio, the “LG Studios Reorganization Ratio”). The LG Studios Consideration Shares equals the aggregate number of Legacy Lionsgate Studios Common Shares obtained when the LG Studios Flip Percentage (as defined below) is multiplied by the quotient of (a) the aggregate number of Lionsgate Common Shares issued to Lionsgate shareholders divided by (b) 1 minus the LG Studios Flip Percentage. The LG Studios Flip Percentage equals the quotient, expressed as a percentage, of (1) the LG Studios Flip Shares divided by (2) the total number of Legacy Lionsgate Studios Common Shares issued and outstanding immediately prior to the Starz Separation. Such transactions by Legacy Lionsgate Studios shareholders are collectively referred to as the “LG Studios Flip.”

Each of Lionsgate and Starz Entertainment Corp. have a single class of “one share, one vote” common shares.

Following completion of the Starz Separation, Lionsgate Common Shares, began trading under the symbol “LION” on the New York Stock Exchange (“NYSE”) and Starz Common Shares began trading under the symbol “STRZ” on the Nasdaq Global Select Market (“NASDAQ”). Old Lionsgate Class A Shares and Old Lionsgate Class B Shares were withdrawn from listing on NYSE and Legacy Lionsgate Studios Common Shares were withdrawn from listing on NASDAQ.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Lionsgate and all of its majority-owned and controlled subsidiaries.

The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to quarterly report on Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements. Operating results for the three months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2026. The balance sheet as of March 31, 2025 has been derived from the audited financial statements of Old Lionsgate, at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read together with the audited consolidated financial statements and related notes included as Exhibit 99.1 to the Legacy Lionsgate Studios Corp.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2025 (the “Form 10-K”).

Certain amounts presented in prior periods have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates made by management in the preparation of the financial statements relate to ultimate revenue and costs used for the amortization of investment in films and television programs; estimates related to the revenue recognition of sales or usage-based royalties; fair value of equity-based compensation; fair value of assets and liabilities for allocation of the purchase price of companies and assets acquired; income taxes including the assessment of valuation allowances for deferred tax assets; accruals for contingent liabilities; and impairment assessments for investment in films and television programs and goodwill. Actual results could differ from such estimates.

Segment Information

The Company hastwo reportable segments. The Company’s reportable segments have been determined based on the distinct nature of their operations, the Company’s internal management structure, and the financial information that is evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. Our Chief Executive Officer (“CEO”) is the CODM. The CODM uses segment profit to evaluate the operating performance of the Company’s segments, to inform decisions for planning and forecasting, and for the allocation of resources.

Significant Accounting Policies

There have been no material changes to our significant accounting policies as described in our consolidated financial statements as of March 31, 2025 and 2024 and for each of the three years in the period ended March 31, 2025 included as exhibit 99.1 to Legacy Lionsgate Studios Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

Recent Accounting Pronouncements

Income Taxes: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, the guidance requires all entities to disaggregate disclosures by jurisdiction on the amount of income taxes paid (net of refunds received), income or loss from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) from continuing operations. This guidance is effective for fiscal years beginning after December 15, 2024, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal year ending March 31, 2026. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.

Income Statement: In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (Subtopic 220-40), requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU is effective for fiscal years beginning after December 15, 2026, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal year ending March 31, 2028 and interim reporting periods beginning in fiscal 2029, with early adoption permitted. The disclosures required under the ASU can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.

Business Combinations: In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("VIE"). This standard clarifies the guidance in determining the acquirer in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. This guidance is effective for fiscal years beginning after December 15, 2026, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal year ending March 31, 2028 and interim reporting periods beginning in fiscal 2029, with early adoption permitted. The amendments are required to be applied prospectively to any acquisition transaction that occurs after the initial application date. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.

Financial Instruments: In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses for Accounts Receivable and Contract Assets, providing all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. In addition, it allows entities to consider collection activity after the balance sheet date when developing estimates of expected credit losses. The provisions differ from current U.S. GAAP as current guidance requires an entity to consider adjustments to historical credit loss experience to reflect the extent to which management expects current conditions to differ from the conditions that existed for the period over which historical information was evaluated. This ASU is effective for annual reporting periods beginning after December 15, 2025, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal year ending March 31, 2027 and interim reporting periods beginning in fiscal 2028, with early adoption permitted. Entities should apply the practical expedient, if elected, prospectively to financial statements issued for reporting periods after the effective date. The Company is currently evaluating the impact of electing the practical expedient and the impact it may have on its consolidated financial statements and disclosures.

  1. Discontinued Operations

As described in Note 1, on May 6, 2025, the Starz Separation was completed. The Starz Business, previously presented as the Media Networks segment of Old Lionsgate, is presented as discontinued operations within these unaudited condensed consolidated financial statements.

Income (loss) from discontinued operations of the Starz Business consists of the following:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Revenues$127.3$347.8
Expenses:
Direct operating71.7141.3
Distribution and marketing26.3105.2
General and administration10.023.6
Depreciation and amortization19.641.6
Restructuring and other13.5(5.2)
Total expenses141.1306.5
Operating income (loss)(13.8)41.3
Interest expense(0.4)(5.3)
Interest and other income—0.1
Other expenses(0.6)(1.7)
Loss on extinguishment of debt—(2.2)
Income (loss) from discontinued operations before income taxes(14.8)32.2
Income tax provision(0.1)(4.5)
Net income (loss) from discontinued operations, net of income taxes$(14.9)$27.7

Financial results of the Starz Business for the three months ended June 30, 2025 are through the date of the Starz Separation, May 6, 2025.

General and administrative corporate overhead costs previously allocated to the Starz Business in the three months ended June 30, 2024, of $4.3 million do not meet the criteria to be presented as discontinued operations and are therefore excluded from amounts presented above. Expenses incurred directly attributable to the Starz Separation, including legal, accounting and tax advisory services, are reflected as discontinued operations, including $6.3 million for the three months ended June 30, 2025.

Discontinued operations includes only interest and other related expenses related to debt positions that are directly related to the Starz Business or remained with Starz following the completion of the Starz Separation. This includes the Existing Notes which were issued by a Starz entity, and to the extent not exchanged for Exchange Notes, as further described in Note 7, remained with Starz, along with any other film related and other obligations directly related to the Starz Business. No other interest expense was allocated to discontinued operations.

Lionsgate has separately reported the assets and liabilities of the discontinued operations of the Starz Business in its unaudited condensed consolidated balance sheet as of March 31, 2025. These assets and liabilities consist of the following:

March 31,2025
(Amounts in millions)
ASSETS
Cash and cash equivalents$11.2
Accounts receivable, net50.9
Other current assets13.7
Total current assets - discontinued operations75.8
Investment in films and television programs and program rights, net918.9
Property and equipment, net48.6
Intangible assets, net816.0
Other assets40.1
Total assets - discontinued operations$1,899.4
LIABILITIES
Accounts payable$53.6
Content related payables99.3
Other accrued liabilities40.9
Residuals27.7
Film related obligations90.9
Deferred revenue38.4
Total current liabilities - discontinued operations350.8
Debt318.3
Other liabilities75.7
Deferred tax liabilities7.2
Total liabilities - discontinued operations$752.0

Continuing involvement with Starz Entertainment Corp.

Transition Services Agreement. In connection with the Starz Separation, the Company and Starz entered into a transition services agreement pursuant to which the Company and Starz provide to each other, on an interim, transitional basis, various services, such as services related to production (such as music creative/supervision), finance, accounting, legal, information technology, human resources, investor relations, employee benefits and other services, for periods generally up to thirteen (13) months following the completion of the Starz Separation. During the three months ended June 30, 2025, the Company recognized $0.2 million of transition services agreement reimbursement as a reduction to general and administration expense within these unaudited condensed consolidated financial statements.

Content Licensing. Following the Starz Separation, the Company and Starz will continue to be parties to certain commercial agreements, including: (i) master originals content licensing agreements that will license subscription video on demand ("SVOD") and pay television rights to Starz for certain of the Company’s owned first-run original series for the U.S. and Canada; (ii) library license agreements that will license SVOD and pay television rights to Starz for certain of the Company’s owned library series and film content for the U.S. and Canada; (iii) a multiyear pay-one television output arrangement, granting Starz an exclusive U.S. pay television/SVOD license for Lionsgate- or Summit-branded films theatrically released in the U.S.; and (iv) a distribution agreement authorizing the Company to globally distribute on an exclusive basis off- platform linear, on-demand, and transactional rights to certain original series owned by Starz (subject to holdbacks to preserve periods of exclusivity for Starz’s platforms). The agreements have varying terms, with certain library license agreements currently extending through at least 2036 and the pay television/SVOD license for Lionsgate- or Summit-branded films theatrically released in the U.S. running through at least 2028. The Company’s net loss from continuing operations for the three months ended June 30, 2025 includes $82.5 million of revenue from licensing agreements with Starz. Following the Starz Separation, the Company received $60.3 million from Starz related to the licensing agreements during the three months ended June 30, 2025.

  1. Acquisitions

A & A Acquisition

On May 30, 2025, 3 Arts Entertainment LLC, (“3 Arts”), the Company’s talent management and television/film production company, purchased a 51% ownership in A & A Management Group LLC, (“A & A”), a full service sports and entertainment management company for $24.5 million of cash consideration and up to $6.8 million of additional consideration based on specified EBITDA thresholds through the fiscal year ending March 31, 2027. The acquisition was accounted for under the acquisition method of accounting, with the results of A & A included in 3 Arts consolidated results from May 30, 2025. Based on a preliminary purchase price allocation, $28.3 million was allocated to goodwill, with the remainder primarily allocated to the fair values of intangible assets, cash and cash equivalents, accounts receivables and other liabilities, and $19.1 million was recorded as a redeemable noncontrolling interest, representing the noncontrolling interest holders'49% equity interest in A & A (see Note 10). The preliminary allocation of the purchase price is based upon management's estimates and is subject to revision, as a more detailed analysis of intangible assets and other liabilities is completed and additional information on the fair value of assets and liabilities becomes available, including receipt of final appraisals of the net assets acquired. The goodwill recorded as part of this acquisition arises from the key relationships in the sports and entertainment industry and is included in the Television Production segment (see Note 6). The goodwill will not be amortized for financial reporting purposes but will be deductible for federal tax purposes.

Acquired Library

On June 5, 2024, the Company invested approximately $35.0 million for a 51% members' interest in a newly formed limited liability company, CP LG Library Holdings, LLC (“CP LG”), with the Company designated as the managing member of CP LG. CP LG used the funds received from the Company, along with funds invested by the 49% member, to acquire a library of 46 films for approximately $68.6 million. Also on June 5, 2024, the Company entered into a distribution agreement with CP LG to distribute the titles in the acquired library. The purchase included the film library (of which $48.3 million of the purchase price was allocated to investment in film and television programs for the film library), accounts receivable and certain liabilities associated with the film library, most notably participations and residuals liabilities.

The Company determined that CP LG is a variable interest entity (“VIE”) for which it is the primary beneficiary and is consolidated under the applicable accounting guidance as the Company has the power to direct the significant activities and the right to receive benefits and obligation to absorb losses of CP LG. The Company concluded that the acquired library and related assets and liabilities was not a business and therefore, accounted for the acquisition as an initial consolidation of a VIE that is not a business under the applicable accounting guidance. There wasno gain or loss recognized upon initial consolidation of the VIE as the sum of the fair value of the consideration paid and noncontrolling interest equaled the fair value of the net assets on the acquisition date. See Note 10 for the noncontrolling interest recorded related to CP LG.

As of June 30, 2025, the unaudited condensed consolidated balance sheet included assets and liabilities of CP LG totaling $62.7 million (which is primarily comprised of investment in film and television programs) and $4.9 million, respectively. The assets and liabilities of CP LG primarily consist of accounts receivable, investment in film and television programs, and participations and residuals.

Prior Period Business Combination Agreement

On May 13, 2024, Old Lionsgate consummated the business combination agreement (the “Business Combination Agreement”) with Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC (“New SEAC”), LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Old Lionsgate (“Studio HoldCo”), LG Orion Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Old Lionsgate (“StudioCo”) and other affiliates of SEAC (the “Closing”). Pursuant to the terms and conditions of the Business Combination Agreement, the Studio Business was combined with SEAC through a series of transactions, including an amalgamation of StudioCo and New SEAC under a Canadian plan of arrangement (the “Business Combination”). In connection with the closing of the Business Combination, New SEAC changed its name to “Lionsgate Studios Corp.” (referred to as “Legacy Lionsgate Studios”) and continued the existing business operations of StudioCo, which consists of the Studio Business of Old Lionsgate. The “Studio Business” consists of the businesses of Old Lionsgate’s Motion Picture and Television Production segments, together with substantially all of Old Lionsgate’s corporate general and administrative functions and costs. Legacy Lionsgate Studios became a separate publicly-traded company, and its common shares commenced trading on Nasdaq under the symbol “LION” on May 14, 2024.

In connection with and prior to the Business Combination, Old Lionsgate and StudioCo entered into a separation agreement pursuant to which the assets and liabilities of the Studio Business were transferred to StudioCo such that StudioCo held, directly or indirectly, all of the assets and liabilities of the Studio Business (the “Studio Separation”).

Following the transaction, approximately 87.8% of the total shares of Legacy Lionsgate Studios were held by Old Lionsgate, while former SEAC public shareholders and founders and common equity financing investors owned approximately 12.2% of Legacy Lionsgate Studios, including the period immediately following the closing of the Business Combination through immediately prior to the Starz Separation. In addition to establishing Legacy Lionsgate Studios as a standalone publicly-traded entity, the transaction resulted in approximately $330.0 million of gross proceeds to Old Lionsgate. The net proceeds were used to partially pay down amounts outstanding under Old Lionsgate's corporate debt (see Note 7 Other Prior Period Debt Transactions for further detail).

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, SEAC was treated as the acquired company, and the Studio Business, was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Legacy Lionsgate Studios represented a continuation of the financial statements of the Studio Business, with the Business Combination treated as the equivalent of the Studio Business issuing stock for the historical net assets of SEAC, substantially consisting of cash held in the trust account, accompanied by a recapitalization of the Studio Business equity. The historical net assets of SEAC were stated at fair value, which approximated historical cost, with no goodwill or other intangible assets recorded. Prior to the Starz Separation, the Studio Business was a consolidated subsidiary of Old Lionsgate.

In connection with the Business Combination, as described above, approximately 12.2% of the Legacy Lionsgate Studios common shares were issued to the SEAC public shareholders and founders and other common equity financing investors in exchange for net proceeds of $278.2 million, which is inclusive of $3.5 million of transaction costs that remained accrued at March 31, 2025 and paid during the three months ended June 30, 2025.

The Company recorded a reduction of noncontrolling interest in shareholders’ equity (deficit) and a reduction of accumulated other comprehensive income for the issuance of the Legacy Lionsgate Studios common shares, which was based upon the 12.2% ownership interest in the carrying value of Legacy Lionsgate Studios. The reduction in noncontrolling interest was due to the negative carrying value of Legacy Lionsgate Studios as of May 13, 2024, partially offset by an amount allocated to certain options described below. The difference between the net cash proceeds and the amounts recorded as noncontrolling interest and accumulated other comprehensive income was reflected as a reduction of accumulated deficit in the consolidated statement of shareholders’ equity (deficit). As described in Note 1, in connection with the Starz Separation, the LG Studios Flip occurred, resulting in the pre-transaction shareholders of Legacy Lionsgate Studios Common Shares, other than Old Lionsgate, receiving, in exchange for each Legacy Lionsgate Studios Common Share they held, a number of Lionsgate Common Shares, and therefore the noncontrolling interest in Legacy Lionsgate Studios was eliminated, see Note 10.

In connection with the Business Combination,2,200,000 options (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, see Note 13.

  1. Investment in Films and Television Programs

The predominant monetization strategy for all of the Company’s investments in films and television programs is on an individual film basis. Total investment in films and television programs is as follows:

June 30,2025March 31,2025
(Amounts in millions)
Investment in Films and Television Programs:
Released, net of accumulated amortization$1,075.6$992.4
Completed and not released134.5135.1
In progress692.9779.5
In development105.387.2
Investment in films and television programs$2,008.3$1,994.2

At June 30, 2025, acquired film and television libraries have remaining unamortized costs of $230.8 million, which are monetized individually and are being amortized on a straight-line basis or the individual-film-forecast method over a weighted-average remaining period of approximately 13.0 years (March 31, 2025 - unamortized costs of $235.7 million).

Amortization of investment in film and television programs was $224.4 million and $161.5 million for the three months ended June 30, 2025 and 2024, respectively, and was included in direct operating expense in the unaudited condensed consolidated statements of operations.

Impairments. Investment in films and television programs include write-downs to fair value. Impairments that are recorded to direct operating expense are included in amortization expense. During the three months ended June 30, 2025, the Company didnot incur any impairment charges. During the three months ended June 30, 2024, the Company recorded $0.3 million of impairment charges recorded within direct operating expense on the unaudited condensed consolidated statement of operations. The impairment was related to the Company's Motion Picture segment.

  1. Investments

The Company’s investments consisted of the following:

June 30,2025March 31,2025
(Amounts in millions)
Investments in equity method investees$39.7$68.1
Other investments(1)9.79.7
$49.4$77.8

(1)Other investments represent equity investments without readily determinable fair values.

Equity Method Investments:

The Company has investments in various equity method investees with ownership percentages ranging from approximately 6% to 49%. These investments include:

Roadside Attractions. Roadside Attractions is an independent theatrical distribution company.

Pantelion Films. Pantelion Films is a joint venture with Videocine, an affiliate of Televisa, which produces, acquires and distributes a slate of English and Spanish language feature films that target Hispanic moviegoers in the U.S.

42. 42 is a fully integrated management and production company, producing film, television and content, representing actors, writers, directors, comedians, presenters, producers, casting directors and media book rights; with offices in London and Los Angeles.

STARZPLAY Arabia. STARZPLAY Arabia (Playco Holdings Limited) offers a STARZ-branded online subscription video-on-demand service in the Middle East and North Africa.

Other. In addition to the equity method investments discussed above, the Company holds ownership interests in other immaterial equity method investees.

Sale of Equity Method Investment:

On April 17, 2025, the Company sold its equity method ownership interest in Spyglass, a global premium content company, for $31.9 million, resulting in a $3.1 million gain recorded within gain on investments on the Company's unaudited condensed consolidated statement of operations during the three months ended June 30, 2025. The Company received proceeds of $28.9 million upon closing on May 17, 2025, with the remaining amount due to the Company on the first anniversary of the closing date.

  1. Goodwill

Changes in the carrying value of goodwill by reportable segment were as follows:

MotionPictureTelevisionProductionTotal
(Amounts in millions)
Balance as of March 31, 2025$396.9$411.6$808.5
Business acquisitions (see Note 3) (1)—35.635.6
Balance as of June 30, 2025$396.9$447.2$844.1

(1) In addition to the acquisition of A & A (see Note 3), during the three months ended June 30, 2025, the Company acquired a controlling equity interest in OManagement, a talent agent firm, resulting in a $7.3 million allocation to goodwill.

  1. Debt

Total debt of the Company, excluding film related obligations, was as follows:

June 30,2025March 31,2025
(Amounts in millions)
Corporate debt:
Revolving Credit Facility(1)$20.0$—
Term Loan A(1)—314.4
Senior Notes389.9389.9
eOne IP Credit Facility314.5323.0
LG IP Credit Facility953.8978.8
3 Arts Credit Facility30.1—
Total corporate debt1,708.32,006.1
Unamortized debt issuance costs(42.9)(33.2)
Total debt, net1,665.41,972.9
Less current portion(136.6)(134.0)
Non-current portion of debt$1,528.8$1,838.9

(1)As of June 30, 2025, Revolving Credit Facility amounts reflect balances outstanding under the Lionsgate Credit Agreement, as further described below. In connection with the Starz Separation, all outstanding obligations in respect of principal, interest and fees under the Old Lionsgate Credit Agreement (previous Revolving Credit Facility and Term Loan A) were repaid in full. See Starz Separation below and Note 1 for further information.

Starz Separation:

On May 6, 2025, in connection with the Starz Separation, all outstanding obligations in respect of principal, interest and fees under the credit and guarantee agreement dated December 8, 2016, as amended (the “Old Lionsgate Credit Agreement”), were repaid in full (i.e., $314.4 million of principal amount repaid of the Term Loan A, and $255.0 million principal amount repaid of the previous revolving credit facility) and all commitments thereunder were terminated. These repayments were made in part using net proceeds from a new Starz credit agreement that was entered into by Starz just prior to the closing of the Starz Separation.

On May 6, 2025, the Company entered into a new credit agreement (the “Lionsgate Credit Agreement”) with Lions Gate Television Inc. (“LGTV”), as borrower, the guarantors referred to therein, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as administrative agent. See Lionsgate Credit Agreement (Revolving Credit Facility) below for further information.

On May 6, 2025, in connection with the completion of the Starz Separation, LGTV assumed exchange notes by way of supplemental indenture (the “Supplemental Indenture”). See Exchange Notes below for further information.

Lionsgate Credit Agreement (Revolving Credit Facility)

Revolving Credit Facility Availability of Funds & Commitment Fee. The Lionsgate Credit Agreement provides for an $800.0 million senior secured revolving credit facility, which facility may be increased to a total amount not in excess of $1,200.0 million, subject to the terms and conditions set forth therein. Availability of funds under the Lionsgate Credit Agreement is subject to a borrowing base, and as of June 30, 2025, there was $780.0 million available under the Lionsgate Credit Agreement. LGTV will pay a commitment fee equal to 0.375% per annum in respect of unutilized commitments thereunder.

Maturity Date. The Lionsgate Credit Agreement and commitments thereunder will mature on May 6, 2030.

Interest. Borrowings under the Lionsgate Credit Agreement bear interest at a rate per annum equal to, at LGTV’s option, either Term SOFR (subject to a 0.00% floor) or a base rate, in each case plus a margin of 2.50% for SOFR loans and 1.50% for base rate loans (effective interest rate of 6.83% as of June 30, 2025, before the impact of interest rate swaps, see Note 18 for interest rate swaps).

Security. LGTV’s obligations under the Lionsgate Credit Agreement are guaranteed by the Company and substantially all of its wholly owned restricted subsidiaries and secured by substantially all assets of LGTV and the guarantors, in each case subject to certain customary exceptions.

Covenants. The Lionsgate Credit Agreement contains certain customary affirmative and negative covenants that limit the ability of the Company and its restricted subsidiaries, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. The Lionsgate Credit Agreement also contains events of default customary for financings of this type, including relating to a change of control. In addition, the Lionsgate Credit Agreement requires the Company to maintain a Liquidity Ratio (as defined in the Lionsgate Credit Agreement) of no less than 1.10 to 1.00 as of the last day of each fiscal quarter. As of June 30, 2025, the Company was in compliance with all applicable covenants.

Events of Default. The Lionsgate Credit Agreement contains occurrences of events that would constitute an Event of Default, which includes the occurrence of a change in control. When an Event of Default occurs, the lender can terminate any remaining commitments, declare the principal and accrued interest on all outstanding loan balances become immediately due and payable and the administrative agent can demand payment, as cash collateral, of the full amount available for drawing under any letter of credit, whether or not any drawings or other demands for payment have been made under any letter of credit.

Exchange Notes

On May 8, 2024, an indirect, wholly-owned subsidiary of Old Lionsgate issued 5.5% senior notes for an aggregate principal amount of $389.9 million that were scheduled to mature on April 15, 2029 (the “Exchange Notes”) in exchange for an equivalent amount of the existing 5.5% senior notes due 2029 (the "Existing Notes"). Effective upon completion of the Starz Separation, the interest rate of the Exchange Notes increased from 5.50% to 6.00% and the maturity date extended to April 15, 2030.

As described in the Starz Separation section above, on May 6, 2025, in connection with the completion of the Starz Separation, LGTV assumed the Exchange Notes through a Supplemental Indenture. Pursuant to the terms of the Supplemental Indenture, LGTV agreed to assume and perform as primary obligor all obligations of the initial issuer under the Exchange Notes and the initial issuer was released and discharged from all obligations thereunder.

Certain Existing Notes not exchanged for Exchange Notes, with a principal amount of $325.1 million as of March 31, 2025 remained with Starz following the Starz Separation and are therefore presented as discontinued operations, see Note 2.

Interest: Following completion of the Starz Separation, the Exchange Notes bear interest at 6.00% per annum payable semi-annually.

Maturity Date: Following completion of the Starz Separation, the Exchange Notes mature on April 15, 2030.

Optional Redemption: The Company may redeem the Exchange Notes, in whole or in part, at any time or from time to time, at specified redemption prices plus accrued and unpaid interest, if any, up to but excluding the redemption date. Such redemption prices are as follows (as a percentage of the principal amount redeemed): (i) Until, but excluding, the one-year anniversary of the Separation Closing Date, as defined in the indenture to the Exchange Notes -103.0%; (ii) on or after the one-year anniversary of the Separation Closing Date until, but excluding the two-year anniversary thereof -102.0%; (iii) on or after the two-year anniversary of the Separation Closing Date until, but excluding the three-year anniversary thereof -101.0%; (iv) on or after the three-year anniversary of the Separation Closing Date and thereafter -100%.

Security. LGTV’s obligations under the original and Supplemental Indenture are guaranteed by the Company and affiliated grantors. The Company and grantors pledged substantially all existing and future owned assets, in each case subject to certain customary exceptions.

Covenants. The Exchange Notes contain certain restrictions and covenants that, subject to certain exceptions, limit the Company’s ability to incur additional indebtedness, pay dividends or repurchase the Company’s common shares, make certain loans or investments, and sell or otherwise dispose of certain assets subject to certain conditions, among other limitations. As of June 30, 2025, the Company was in compliance with all applicable covenants.

Change in Control. The occurrence of a change of control will be a triggering event requiring the Company to offer to purchase from holders all of the Exchange Notes, at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. In addition, certain asset dispositions will be triggering events that may require the Company to use the excess proceeds from such dispositions to make an offer to purchase the Exchange Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

eOne IP Credit Facility

In July 2024, certain subsidiaries of the Company entered into a senior secured amortizing term credit facility (the “eOne IP Credit Facility”) based on and secured by the Company’s intellectual property rights primarily associated with certain titles acquired as part of the eOne acquisition. The maximum principal amount of the eOne IP Credit Facility is $340.0 million, subject to the amount of collateral available, which is based on the valuation of unsold rights from the libraries. The eOne IP Credit Facility is subject to quarterly required principal payments of $8.5 million, beginning November 14, 2024, with the balance payable at maturity. Advances under the eOne IP Credit Facility bear interest at a rate equal to Term SOFR plus 2.25% per annum (effective interest rate of 6.58% as of June 30, 2025, before the impact of interest rate swaps, see Note 18.). As of June 30, 2025, there wasno available borrowing capacity under the eOne IP Credit Facility. The eOne IP Credit Facility matures on July 3, 2029.

LG IP Credit Facility

In September 2024, certain subsidiaries of the Company entered into a $455.0 million senior secured amortizing term credit facility (the “LG IP Credit Facility”) based on and secured by the Company’s intellectual property rights primarily associated with certain titles. In November 2024 and December 2024, the Company closed amendments which increased the maximum principal amount of the LG IP Credit Facility to $850.0 million, and in March 2025, the Company closed an amendment which increased the maximum principal amount of the LG IP Credit Facility to $1.0 billion, subject to the amount of collateral available, which is based on the valuation of unsold rights from the libraries. As of March 31, 2025, the LG IP Credit Facility was subject to quarterly required principal payments of $25.0 million, with the balance payable at maturity. Advances under the LG IP Credit Facility bear interest at a rate equal to Term SOFR plus 2.25% per annum (effective interest rate of 6.58% as of June 30, 2025, before the impact of interest rate swaps, see Note 18). As of June 30, 2025, there was $46.2 million available under the LG IP Credit Facility. The LG IP Credit Facility matures on September 30, 2029.

3 Arts Credit Facility

On May 29, 2025 in preparation for the A & A purchase (see Note 3), 3 Arts entered into a $50.0 million senior secured credit facility (the “3 Arts Credit Facility”) based on and secured by a security interest in substantially all of the assets of 3 Arts and guarantors as defined in the 3 Arts Credit Facility, subject to certain exceptions. Payable at maturity, advances under the 3 Arts Credit Facility bear interest at a rate per annum equal to, at the borrower’s option, either Term SOFR or a base rate, in each case plus a margin of 2.50% for SOFR loans and 1.50% for base rate loans (effective interest rate of 6.83% as of June 30, 2025, before the impact of interest rate swaps, see Note 18 for interest rate swaps). The borrower will pay a commitment fee equal to 0.35% per annum in respect of unutilized commitments thereunder. As of June 30, 2025, there was $19.9 million available under the 3 Arts Credit Facility. The 3 Arts Credit Facility matures on May 29, 2029. The 3 Arts Credit Facility also contains certain customary affirmative and negative covenants that are customary for similar financings.

Capacity to Pay Dividends

At June 30, 2025, the capacity to pay dividends under the Lionsgate Credit Agreement and the Exchange Notes significantly exceeded the amount of the Company’s accumulated deficit or net loss from continuing operations, and therefore the Company’s net loss from continuing operations of $91.7 million and accumulated deficit of $3,643.1 million were deemed free of restrictions from paying dividends at June 30, 2025.

Other Prior Period Debt Transactions:

During the three months ended June 30, 2024, the Company used the proceeds from the Business Combination to prepay $84.9 million principal amount of Term Loan A and $214.1 million of Term Loan B, together with accrued and unpaid interest thereon.

Loss on Extinguishment of Debt:

During the three months ended June 30, 2025 and 2024, the Company recorded a loss on extinguishment of debt related to the transactions described above as summarized in the table below:

Three Months EndedJune 30,
20252024
(Amounts in millions)
Loss on Extinguishment of Debt:
Senior Notes exchange(1)$—$(2.7)
Term Loan A and B prepayments(2)—(1.0)
Revolving Credit Facility(3)(1.0)—
$(1.0)$(3.7)

(1)The 5.5% Senior Notes Exchange that occurred during the three months ended June 30, 2024 was considered a modification of terms since the present value of the cash flows after the amendment differed by less than a 10% change from the present value of the cash flows on a creditor-by-creditor basis prior to the amendment. Accordingly, the unamortized debt issuance costs are being amortized over the applicable term of the debt and the third-party costs attributable to continuing operations of $2.7 million were expensed as a loss on extinguishment of debt in the three months ended June 30, 2024. As discussed in Note 2, discontinued operations includes interest and other related expenses associated with debt positions that remained with Starz following the completion of the Starz Separation, specifically the Existing Notes that were not exchanged for the Exchange Notes.

(2)The prepayments during the three months ended June 30, 2025 are related to the termination of the Old Lionsgate Credit Agreement, which included Term Loan A. Upon the Starz Separation, the Old Lionsgate Credit Agreement was terminated, and all Term Loan A balances were repaid. The prepayments during the three months ended June 30, 2024 were voluntary prepayments, allowable under the agreement with no penalty. The repayments were treated as extinguishments and all unamortized debt issuance costs were written off as losses on extinguishment.

(3)As discussed above, in connection with the Starz Separation, the previous revolving credit facility under the Old Lionsgate Credit Agreement was terminated and a new revolving credit facility was entered into under the Lionsgate Credit Agreement. The associated costs were accounted for as follows: (i) if the borrowing capacity (measured as the amount available under the revolving credit facility multiplied by the remaining term) was less than it was prior to the termination and issuance, measured on a creditor-by-creditor basis, the unamortized debt issuance costs were written off as a loss on extinguishment of debt in proportion to the decrease in borrowing capacity, and (ii) all fees paid to third-parties (i.e., new debt issuance costs) are being amortized over the term of the new revolving credit facility under the Lionsgate Credit Agreement.

  1. Film Related Obligations
June 30,2025March 31,2025
(Amounts in millions)
Film related obligations:
Production Loans$1,397.7$1,395.4
Production Tax Credit Facility284.9280.0
Backlog Facility and Other321.8238.9
Film Library Facility66.975.9
Total film related obligations2,071.31,990.2
Unamortized issuance costs(11.0)(7.3)
Total film related obligations, net2,060.31,982.9
Less current portion(1,521.8)(1,617.8)
Total non-current film related obligations$538.5$365.1

Production Loans. Production loans represent individual and multi-title loans for the production of film and television programs that the Company produces. The majority of the Company’s production loans have contractual repayment dates either at or near the expected completion or release dates, with the exception of certain loans containing repayment dates on a longer term basis, and incur primarily SOFR-based interest at a weighted average rate of 5.85% (before the impact of interest rate swaps, see Note 18 for interest rate swaps). Production loans amounting to $1,157.3 million are secured by collateral which consist of the underlying rights related to the intellectual property (i.e., film or television show), and $240.4 million are unsecured as of June 30, 2025.

Production Tax Credit Facility. In January 2021, as amended in May 2025, the Company entered into a non-recourse senior secured revolving credit facility (the “Production Tax Credit Facility”) based on and secured by collateral consisting solely of certain of the Company’s tax credit receivables. As of June 30, 2025, the maximum principal amount of the Production Tax Credit Facility was $380.0 million, subject to the amount of collateral available, which is based on specified percentages of amounts payable to the Company by governmental authorities pursuant to the tax incentive laws of certain eligible jurisdictions that arise from the production or exploitation of motion pictures and television programming in such jurisdiction. Cash collections from the underlying collateral (tax credit receivables) are used to repay the Production Tax Credit Facility. As of June 30, 2025, tax credit receivables amounting to $351.4 million represented collateral related to the Production Tax Credit Facility. Advances under the Production Tax Credit Facility bear interest at a rate equal to SOFR plus 0.10% plus 1.50% per annum or the base rate plus 0.50% per annum (effective interest rate of 5.93% at June 30, 2025). The Production Tax Credit Facility matures on January 27, 2028. As of June 30, 2025, there was $95.1 million available under the Production Tax Credit Facility.

Film Library Facility. In July 2021, as amended in September 2022, certain of our subsidiaries entered into a senior secured amortizing term credit facility due July 2027 (the “Film Library Facility”) based on the collateral consisting solely of certain of our rights in certain acquired library titles. The maximum principal amount of the Film Library Facility is $161.9 million, subject to the amount of collateral available, which is based on the valuation of cash flows from the libraries. The cash flows generated from the exploitation of the rights will be applied to repay the Film Library Facility subject to cumulative minimum guaranteed payment amounts as set forth below:

Cumulative Period From September 29, 2022 Through:Cumulative Minimum Guaranteed Payment AmountsPayment Due Date
(in millions)
September 30, 2025$91.1November 14, 2025
September 30, 2026$121.4November 14, 2026
July 30, 2027$161.9July 30, 2027

Advances under the Film Library Facility bear interest at a rate equal to, at the Company’s option, SOFR plus 0.11% to 0.26% depending on the SOFR term (i.e., one or three months) plus 2.25% per annum (with a SOFR floor of 0.25%) or the base rate plus 1.25% per annum (effective interest rate of 6.75% at June 30, 2025). The Film Library Facility matures on July 30, 2027.

Backlog Facility and Other:

Backlog Facility. In March 2022, as amended in June 2025, certain subsidiaries of the Company entered into a committed secured revolving credit facility (the “Backlog Facility”) based on and secured by collateral consisting solely of certain of the Company’s fixed fee or minimum guarantee contracts where cash will be received in the future. The maximum principal amount of the Backlog Facility as of June 30, 2025 is $175.0 million, subject to the amount of eligible collateral contributed to the facility. Advances under the Backlog Facility bear interest at a rate equal to Term SOFR plus 0.10% to 0.25% depending on the SOFR term (i.e., one, three or six months), plus an applicable margin amounting to 1.15% per annum. The applicable margin is subject to a potential increase to either 1.25% or 1.50% based on the weighted average credit quality rating of the collateral contributed to the facility (effective interest rate of 5.58% at June 30, 2025). The Backlog Facility revolving period ends on May 30, 2028, at which point cash collections from the underlying collateral is used to repay the facility. The facility maturity date is up to 2 years, 90 days after the revolving period ends, currently August 28, 2030. As of June 30, 2025, there was $175.0 million outstanding under the Backlog Facility, and there wasno available borrowing capacity under the Backlog Facility (March 31, 2025 - $135.7 million outstanding).

Other. The Company has other loans, which are secured by accounts receivable and contracted receivables which are not yet recognized as revenue under certain licensing agreements. Outstanding loan balances under these “other” loans must be repaid with any cash collections from the underlying collateral if and when received by the Company and may be voluntarily repaid at any time without prepayment penalty fees. As of June 30, 2025, there was $146.8 million outstanding (March 31, 2025 - $103.2 million outstanding) under the “other” loans, incurring SOFR-based interest at a weighted average rate of 5.78%, with contractual repayment dates in July 2025 and October 2025. As of June 30, 2025, accounts receivable amounting to $52.1 million and contracted receivables not yet reflected as accounts receivable on the balance sheet as of June 30, 2025 amounting to $100.5 million represented collateral related to the “other” loans.

  1. Fair Value Measurements

Fair Value

Accounting guidance and standards about fair value define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair Value Hierarchy

Fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance and standards establish three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

The following table sets forth the assets and liabilities required to be carried at fair value on a recurring basis as of June 30, 2025 and March 31, 2025:

June 30, 2025March 31, 2025
Level 1Level 2TotalLevel 1Level 2Total
Assets: · (Amounts in millions)
Forward exchange contracts (see Note 18)$—$1.5$1.5$—$1.8$1.8
Liabilities:
Forward exchange contracts (see Note 18)—3.43.4———
Interest rate swaps (see Note 18)—3.73.7—3.13.1

The following table sets forth the carrying values and fair values of the Company’s outstanding debt and film related obligations at June 30, 2025 and March 31, 2025:

June 30, 2025 · March 31, 2025
(Amounts in millions)
Carrying ValueFair Value(1)Carrying ValueFair Value(1)
(Level 2) · (Level 2)
Revolving Credit Facility$5.3$20.0$—$—
Term Loan A——313.4312.9
Exchange Notes382.0338.2381.6360.9
eOne IP Credit Facility309.4314.5317.6323.0
LG IP Credit Facility938.7953.8962.9978.8
3 Arts Credit Facility30.030.1——
Production Loans1,395.11,397.71,393.91,395.4
Production Tax Credit Facility281.3284.9276.2280.0
Backlog Facility and Other318.4321.8238.4238.9
Film Library Facility65.566.974.475.9

(1)The Company measures the fair value of its outstanding debt and interest rate swaps using discounted cash flow techniques that use observable market inputs, such as SOFR-based yield curves, swap rates, and credit ratings (Level 2 measurements).

The Company’s financial instruments also include cash and cash equivalents, accounts receivable, accounts payable, content related payables, other accrued liabilities, and other liabilities. The carrying values of these financial instruments approximated the fair values as of June 30, 2025 and March 31, 2025.

  1. Noncontrolling Interests

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests as of June 30, 2025 and March 31, 2025 (included in temporary equity on the consolidated balance sheets) primarily relate to 3 Arts Entertainment. In addition, redeemable noncontrolling interests included Pilgrim Media Group prior to the acquisition of additional interest in July 2024 and includes A & A after the acquisition in May 2025. See further information below.

Redeemable noncontrolling interests are measured at the greater of (i) the redemption amount that would be paid if settlement occurred at the balance sheet date less the amount attributed to unamortized noncontrolling interest discount if applicable, or (ii) the historical value resulting from the original acquisition date value plus or minus any earnings or loss attribution, plus the amount of amortized noncontrolling interest discount, less the amount of cash distributions that are not accounted for as compensation, if any. The amount of the redemption value in excess of the historical values of the noncontrolling interest, if any, is recognized as an increase to redeemable noncontrolling interest and a charge to retained earnings or accumulated deficit.

The table below presents the reconciliation of changes in redeemable noncontrolling interests:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Beginning balance$93.7$123.3
Net income (loss) attributable to redeemable noncontrolling interests0.3(0.5)
Adjustments to redemption value—0.3
Cash distributions—(0.1)
Acquisition of noncontrolling interests20.9—
Ending balance$114.9$123.0

3 Arts Entertainment. The Company has a noncontrolling interest in 3 Arts Entertainment, of which a portion is reflected as a redeemable noncontrolling interest, and a portion is reflected as a liability in “other liabilities - non-current” in the consolidated balance sheets.

Redeemable noncontrolling interest: The redeemable noncontrolling interest balance related to 3 Arts Entertainment of $87.4 million as of June 30, 2025 reflects the fully vested equity portion of the noncontrolling interest, which is classified as redeemable noncontrolling interest outside of shareholders’ equity on the Company’s consolidated balance sheets due to the purchase and sale rights beginning in 2027 which were determined to be embedded in the noncontrolling interest, and are outside the control of the Company. The redeemable noncontrolling interest is being adjusted to its redemption value through accumulated deficit through the sale or purchase right date in January 2027. The noncontrolling interest holders have the right to sell to the Company and the Company has the right to purchase the noncontrolling interest holders remaining (24%) interest beginning in January 2027.

Changes in the carrying value of the redeemable noncontrolling interest are reflected in the calculation of basic and diluted net income or loss per common share attributable to Lionsgate Studios Corp. shareholders, if dilutive, or to the extent the adjustments represent recoveries of amounts previously reflected in the computation of basic and diluted net income or loss per common share attributable to Lionsgate Studios Corp. shareholders (see Note 12).

Noncontrolling interest reflected as a liability: A portion of the 3 Arts Entertainment noncontrolling interest is considered compensatory, as it is subject to forfeiture provisions upon termination of employment under certain circumstances. The noncontrolling interest holders’ right to sell their interest to the Company, and the Company’s right to purchase the noncontrolling interest, are formula-based amounts (i.e., a fixed EBITDA multiple), subject to a minimum purchase price, rather than being based on fair value. Since the redemption features described above are based on a formula using a fixed multiple, the compensatory portion of the noncontrolling interest is considered a liability award and remeasured at each reporting period, with any changes in estimated redemption value recognized as a charge or benefit in general and administrative expense in the consolidated statements of operations over the vesting period (i.e., the period from January 2, 2024 to the sale or purchase right date in January 2027).

As of June 30, 2025, approximately $90.3 million is reflected in “other liabilities - non-current” in the unaudited condensed consolidated balance sheet based on the estimated redemption amount recalculated at the current quarter end.

Earned distributions are accounted for as compensation since such amounts are allocated to the holders based on performance and are being expensed within general and administrative expense as incurred.

A & A. On May 30, 2025, 3 Arts purchased a 51% ownership in A & A (see Note 3 for additional details). The noncontrolling interest balance of $19.1 million reflects the fully vested equity portion of the remaining 49% equity interest in A & A, and is presented as a redeemable noncontrolling interest outside of shareholders’ equity on the Company’s unaudited condensed consolidated balance sheet, due to put option rights embedded in the noncontrolling interest that are determined to be outside of the Company's control.

Other. The Company has other immaterial redeemable noncontrolling interests.

Prior Period Redeemable Noncontrolling Interest:

Pilgrim Media Group. In July 2024, the Company acquired the noncontrolling interest holder’s remaining 12.5% of Pilgrim Media Group for approximately $13.5 million, and recorded a reduction to redeemable noncontrolling interest of $23.4 million, representing the carrying value of the noncontrolling interest purchased, with the difference between the carrying value of the noncontrolling interest purchased and the cash paid for the remaining interest recorded as a reduction to accumulated deficit of $9.9 million. Prior to the Company’s acquisition of the remaining interest, the noncontrolling interest was presented as a redeemable noncontrolling interest outside of shareholders’ equity on the Company’s consolidated balance sheets, due to put option rights embedded in the noncontrolling interest that were determined to be outside of the Company's control.

Non-Redeemable Noncontrolling Interests

The Company has other noncontrolling interests that are not redeemable and classified in shareholders’ equity on the Company’s unaudited condensed consolidated balance sheets. These noncontrolling interests include:

Legacy Lionsgate Studios. In connection with the Business Combination discussed in Note 3, on May 13, 2024, the Company recorded a noncontrolling interest representing approximately 12.2% of Legacy Lionsgate Studios amounting to a reduction of noncontrolling interest in shareholders’ equity (deficit), due to the negative carrying value of Legacy Lionsgate Studios at May 13, 2024, partially offset by an amount allocated to certain options. See Note 3 for further information.

As described in Note 1, in connection with the Starz Separation, the LG Studios Flip occurred, resulting in the pre-transaction shareholders of Legacy Lionsgate Studios Common Shares, other than Old Lionsgate, receiving, in exchange for each Legacy Lionsgate Studios Common Share they held, a number of Lionsgate Common Shares, and therefore the noncontrolling interest in Legacy Lionsgate Studios was eliminated.

Other. In connection with the Company’s investment in CP LG and acquisition of the acquired library and related assets and liabilities discussed in Note 3, on June 5, 2024, the Company recorded a noncontrolling interest representing approximately 49% of CP LG amounting to $33.6 million ($27.6 million at June 30, 2025). See Note 3 for further information.

In addition, the Company has other immaterial noncontrolling interests that are not redeemable.

  1. Revenue

The Company’s Motion Picture and Television Production segments generate revenue principally from the licensing of content in domestic theatrical exhibition, home entertainment (e.g., digital media and packaged media), television, and international marketplaces.

Revenue by Segment, Market or Product Line

The table below presents revenues by segment, market or product line for the three months ended June 30, 2025 and 2024:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Revenue by Type:
Motion Picture
Theatrical$28.7$36.0
Home Entertainment
Digital Media107.8140.1
Packaged Media8.19.2
Total Home Entertainment115.9149.3
Television35.488.0
International(1)81.370.6
Other6.05.7
Total Motion Picture revenues$267.3$349.6
Television Production
Television165.5160.2
International46.335.5
Home Entertainment
Digital Media52.618.9
Packaged Media1.20.9
Total Home Entertainment53.819.8
Other22.925.6
Total Television Production revenues288.5241.1
Intersegment eliminations(2)(29.9)(103.8)
Total revenues$525.9$486.9

(1)During the first quarter of fiscal 2026, the Company began reflecting the results of operations of its streaming platform in India within the Motion Picture segment as such operations are not a part of the disposal group of the Starz Business. Accordingly, revenue of $2.3 million was reclassified from the former Media Networks- Programming Revenues to Motion Picture- International in the three months ended June 30, 2024 to conform to the current period presentation.

(2)Amounts reflect the impact of intersegment revenue from the Motion Picture and Television Production segments’ licensing motion pictures or television programming to the former Media Networks segment prior to the Starz separation on May 6, 2025. Following the Starz Separation, the Company and Starz will continue to be parties to certain commercial agreements. As a result, the impacts of licensing motion pictures or television programming to Starz following the Starz Separation are not eliminated in consolidation and are reflected in the consolidated results from continuing operations, see Note 2.

Remaining performance obligations represent deferred revenue on the balance sheet plus fixed fee or minimum guarantee contracts where the revenue will be recognized, and the cash received in the future (i.e., backlog). Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at June 30, 2025 are as follows:

Rest of Year Ending March 31, 2026 · Year Ending March 31,
2027 · 2028 · Thereafter · Total
(Amounts in millions)
Remaining Performance Obligations$886.9$470.9$133.5$140.1$1,631.4

The above table does not include estimates of variable consideration for transactions involving sales or usage-based royalties in exchange for licenses of intellectual property. The revenues included in the above table include all fixed fee contracts regardless of duration.

Revenues of $88.1 million, including variable and fixed fee arrangements, were recognized during the three months ended June 30, 2025 from performance obligations satisfied prior to March 31, 2025. These revenues were primarily associated with the distribution of television and theatrical product in electronic sell-through and video-on-demand formats, and to a lesser extent, the distribution of theatrical product in the domestic and international markets related to films initially released in prior periods.

Accounts Receivable, Contract Assets and Deferred Revenue

The timing of revenue recognition, billings and cash collections affects the recognition of accounts receivable, contract assets and deferred revenue. See the unaudited condensed consolidated balance sheets or Note 19 for accounts receivable, contract assets and deferred revenue balances at June 30, 2025 and March 31, 2025.

Accounts Receivable. Accounts receivable are presented net of estimated credit losses. The Company estimates credit losses for accounts receivable based on historical experience for the respective risk categories and current and future expected economic conditions. To assess collectability, the Company analyzes market trends, economic conditions, the aging of receivables and customer specific risks, and records an allowance for estimated credit losses expected over the lifetime of the receivables in direct operating expense.

The Company performs ongoing credit evaluations and monitors its credit exposure through active review of customers’ financial condition, aging of receivable balances, historical collection trends, and expectations about relevant future events that may significantly affect collectability. The Company generally does not require collateral for its trade accounts receivable.

Changes in the allowance for accounts receivable consisted of the following:

March 31, 2025Provision (benefit) for doubtful accountsUncollectible accounts written-offJune 30, 2025
(Amounts in millions)
Provision for credit losses$5.6$1.2$—$6.8

Contract Assets. Contract assets relate to the Company’s conditional right to consideration for completed performance under the contract (e.g., unbilled receivables). Amounts relate primarily to contractual payment holdbacks in cases in which the Company is required to deliver additional episodes or seasons of television content in order to receive payment, complete certain administrative activities, such as guild filings, or allow the Company’s customers' audit rights to expire. See Note 19 for contract assets at June 30, 2025 and March 31, 2025.

Deferred Revenue. Deferred revenue relates primarily to customer cash advances or deposits received prior to when the Company satisfies the corresponding performance obligation. Deferred revenue as of June 30, 2025 increased as compared to March 31, 2025 due to the receipt of customers’ payments for certain motion pictures and television programs prior to the Company satisfying the corresponding performance obligation (i.e., completion and delivery of the motion pictures and television programs, and the start of the customers’ exploitation rights). In addition, industry strikes disrupted production schedules, resulting in the delay of content deliveries that further contributed to the change in deferred revenue. Revenues of $66.7 million were recognized during the three months ended June 30, 2025 related to the balance of deferred revenue at March 31, 2025.

  1. Net Loss Per Share

Basic net income (loss) per share is calculated based on the weighted average common shares outstanding for the period. As a result of the Starz Separation, weighted average common shares outstanding, basic and dilutive, for all periods prior to the Starz Separation, reflect pre-transaction shareholders of Old Lionsgate Class A Shares multiplied by one and twelve one-hundredths (1.12) and pre-transaction shareholders of Old Lionsgate Class B Shares. The LG Studios Flip is reflected as of close of the Starz Separation, May 6, 2025. Basic and diluted net income (loss) per share for the three months ended June 30, 2025 and 2024 is presented below:

Three Months Ended
June 30,
20252024
(Amounts in millions, except per share amounts)
Basic and Diluted Net Income (Loss) Per Common Share:
Numerator:
Net loss from continuing operations$(94.0)$(87.1)
Less: Accretion of redeemable noncontrolling interest—(0.3)
Net loss from continuing operations after accretion of redeemable noncontrolling interest(94.0)(87.4)
Net income (loss) from discontinued operations(14.9)27.7
Net loss attributable to Lionsgate Studios Corp. shareholders after accretion of redeemable noncontrolling interest$(108.9)$(59.7)
Denominator:
Weighted average common shares outstanding272.3245.6
Basic and diluted net loss per common share - continuing operations$(0.35)$(0.36)
Basic and diluted net income (loss) per common share - discontinued operations(0.05)0.11
Basic and diluted net loss per common share$(0.40)$(0.24)

As a result of the net loss in the three months ended June 30, 2025 and 2024, the dilutive effect of the share purchase options, RSUs, restricted stock and contingently issuable shares were considered anti-dilutive and, therefore, excluded from diluted net loss per share. The weighted average anti-dilutive shares excluded from the calculation due to the net loss for the three months ended June 30, 2025 totaled 2.4 million (three months ended June 30, 2024 -4.8 million).

Additionally, for the three months ended June 30, 2025 and 2024, the outstanding common shares issuable presented below were excluded from diluted net income (loss) per common share because their inclusion would have had an anti-dilutive effect regardless of net income or loss in the period:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Anti-dilutive shares issuable
Share purchase options17.013.8
Restricted share units0.1—
Other issuable shares3.33.8
Total weighted average anti-dilutive shares issuable excluded from diluted net income (loss) per common share20.417.6
  1. 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 receivedone 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 ofone 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 purchaseone 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 compensation2.513.0
Share appreciation rights0.20.2
2.813.4
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 Shares · Weighted-Average Exercise Price · Number of Shares · Weighted-Average Exercise Price · Number of Shares · Weighted- Average Exercise Price
(Number of shares in millions)
Outstanding at March 31, 20252.3$23.1014.8$13.86——
Granted——————
Options exercised———(1)$7.13——
Forfeited or expired—(1)$7.70—(1)$11.29——
Outstanding at May 6, 20252.3$23.0914.8$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 Shares · Weighted-Average Grant-Date Fair Value · Number of Shares · Weighted-Average Grant-Date Fair Value · Number of Shares · Weighted-Average Grant-Date Fair Value
(Number of shares in millions)
Outstanding at March 31, 20250.1$8.3911.1$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$8.3911.2$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 didnot 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.

  1. Income Taxes

The income tax provision for the three months ended June 30, 2025 and 2024 is calculated by estimating the Company’s annual effective tax rate (estimated annual tax provision divided by estimated annual income before income taxes), and then applying the effective tax rate to income (loss) before income taxes for the period, plus or minus the tax effects of items that relate discretely to the period, if any.

The Company’s income tax provision differs from the federal statutory income tax rate applied to income (loss) before taxes due to the mix of earnings generated across the various jurisdictions in which operations are conducted. The Company’s income tax provision for the three months ended June 30, 2025 and 2024 was impacted by changes in the valuation allowances against certain U.S. and foreign deferred tax assets, certain minimum taxes and foreign withholding taxes.

The Company’s income tax provision can be affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which the Company operates, changes in tax laws and regulations in those jurisdictions, changes in uncertain tax positions, changes in valuation allowances on its deferred tax assets, tax planning strategies available to the Company, and other discrete items.

On July 4, 2025, H.R. 1, commonly referred to as the One Big Beautiful Bill Act, was enacted in the U.S. H.R. 1 and includes significant provisions, including the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the U.S. international tax framework, and the restoration of favorable tax treatment for certain business provisions. This legislation has multiple effective dates, with certain provisions becoming effective beginning in 2025 and others implemented through 2027. H.R. 1 is not currently expected to materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

  1. Restructuring and Other

Restructuring and other includes restructuring and severance costs and certain transaction and other costs, when applicable. During the three months ended June 30, 2025 and 2024, the Company also incurred certain other unusual charges or benefits, which are included in direct operating expense in the condensed consolidated statements of operations and are described below:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Restructuring and other:
Content and other impairments(1)$—$18.0
Severance(2)1.73.0
Transaction and other costs(3)3.16.7
Total Restructuring and Other4.827.7
Other unusual charges not included in restructuring and other or the Company’s operating segments:
COVID-19 related benefit included in direct operating expense(4)—(2.0)
Unallocated rent cost included in direct operating expense(5)5.45.2
Total restructuring and other and other unusual charges not included in restructuring and other$10.2$30.9

(1)Amounts in the three months ended June 30, 2024 include impairments of certain operating lease right-of-use and leasehold improvement assets related to the Television Production segment associated with facility leases that will no longer be utilized by the Company, primarily related to the integration of eOne. The lease impairments reflect a decline in market conditions since the inception of the leases impacting potential sublease opportunities, and represent the difference between the estimated fair value, which was determined based on the expected discounted future cash flows of the lease assets, and the carrying value.

(2)Severance costs were primarily related to restructuring, acquisition integration activities and other cost-saving initiatives.

(3)Transaction and other costs in the three months ended June 30, 2025 and 2024 reflect transaction, integration and legal costs associated with certain strategic transactions, restructuring activities and costs associated with legal and other matters. In the three months ended June 30, 2025 and 2024, amounts exclude transaction costs associated with the Starz Separation as such amounts are classified within discontinued operations. In the three months ended June 30, 2024, amounts include acquisition and integration costs related to the acquisition of eOne and the Studio Separation.

(4)Amounts in the three months ended June 30, 2024 represent a benefit from insurance recoveries related to circumstances associated with the COVID-19 pandemic.

(5)Amounts represent rent cost for production facilities that were unutilized as a result of the industry strikes, and therefore such amounts are not allocated to the segments.

Changes in the restructuring and other severance liability were as follows for the three months ended June 30, 2025 and 2024:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Severance liability
Beginning balance$23.6$19.3
Accruals2.83.0
Severance payments(16.3)(8.2)
Ending balance(1)$10.1$14.1

(1)As of June 30, 2025, the remaining severance liability of approximately $10.1 million is expected to be paid in the next 12 months.

  1. Segment Information

The Company’s reportable segments have been determined based on the distinct nature of their operations, the Company’s internal management structure, and the financial information that is evaluated regularly by the Company’s CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company's Chief Executive Officer (“CEO”) is the CODM.

Following the Starz Separation, the Company no longer reports the Media Networks segment and currently hastwo reportable business segments: (1) Motion Picture and (2) Television Production.

(1) Motion Picture. Motion Picture consists of the development and production of feature films, acquisition of North American and worldwide distribution rights, North American theatrical, home entertainment and television distribution of feature films produced and acquired, and worldwide licensing of distribution rights to feature films produced and acquired.

(2) Television Production. Television Production consists of the development, production and worldwide distribution of television productions including television series, television movies and mini-series, and non-fiction programming. Television Production includes the licensing of Starz original series productions to Starz, and the ancillary market distribution of Starz original productions and licensed product (prior to the Starz Separation, licensing to the former Media Networks segment). Additionally, the Television Production segment includes the results of operations of 3 Arts Entertainment.

In the ordinary course of business, the Company's reportable segments enter into transactions with one another. The most common types of intersegment transactions, prior to the Starz Separation, included licensing motion pictures or television programming (including Starz original productions) from the Motion Picture and Television Production segments to the former Media Networks segment. While intersegment transactions, prior to the Starz Separation, were treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses) were eliminated in consolidation and, therefore, did not affect consolidated results from operations. Following the Starz Separation, the Company and Starz will continue to be parties to certain commercial agreements. As a result, the impacts of licensing motion pictures or television programming to Starz following the Starz Separation are not eliminated in consolidation and are reflected in the consolidated results from continuing operations, see Note 2.

Segment information is presented in the table below:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Segment revenues
Studio Business:
Motion Picture(1)$267.3$349.6
Television Production288.5241.1
Total Studio Business555.8590.7
Intersegment eliminations(29.9)(103.8)
$525.9$486.9
Intersegment revenues
Studio Business:
Motion Picture(1)3.164.2
Television Production26.839.6
Total Studio Business29.9103.8
Segment direct operating expenses
Studio Business:
Motion Picture(1)136.7152.4
Television Production239.6202.0
Total Studio Business376.3354.4
Intersegment eliminations(42.7)(69.7)
333.6284.7
Segment distribution and marketing
Studio Business:
Motion Picture(1)105.882.8
Television Production12.310.5
Total Studio Business118.193.3
118.193.3
Gross contribution
Studio Business:
Motion Picture(1)24.8114.4
Television Production36.628.6
Total Studio Business61.4143.0
Intersegment eliminations12.8(34.1)
74.2108.9
Segment general and administration
Studio Business:
Motion Picture(1)22.429.2
Television Production10.617.9
Total Studio Business33.047.1
Segment profit
Studio Business:
Motion Picture(1)2.485.2
Television Production26.010.7
Total Studio Business28.495.9
Intersegment eliminations12.8(34.1)
$41.2$61.8

(1)During the first quarter of fiscal 2026, the Company began reflecting the results of operations of its streaming platform in India within the Motion Picture segment as such operations are not a part of the disposal group of the Starz Business. Accordingly, the following amounts were reclassified from the former Media Networks segment to the Motion Picture segment in the three months ended June 30, 2024 to conform to the current period presentation: (i) revenue of $2.3 million; (ii) direct operating expense of $1.8 million; (iii) distribution and marketing expense of $0.7 million; and (iv) general and administration expense of $0.7 million, which resulted in gross contribution loss of $0.2 million and segment loss of $0.9 million reclassified.

The Company's primary measure of segment performance is its Studio Business segment profit. Segment profit is defined as gross contribution (segment revenues, less segment direct operating and segment distribution and marketing expense) less segment general and administration expenses. Segment profit excludes, when applicable, corporate general and administrative expense, restructuring and other costs, share-based compensation, certain content charges as a result of changes in management and/or content strategy, certain benefits related to the COVID-19 global pandemic, unallocated rent cost and purchase accounting and related adjustments. The Company believes the presentation of Studio Business segment profit is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company’s management, including the CODM, and enables them to understand the fundamental performance of the Company’s businesses. The CODM uses the Studio Business segment profit to evaluate the operating performance of the Company’s segments, to inform decisions for planning and forecasting, and for the allocation of resources.

The reconciliation of the total segment profit to the Company’s loss from continuing operations before income taxes is as follows:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Total segment profit$41.2$61.8
Corporate general and administrative expenses(1)(32.1)(33.3)
Adjusted depreciation and amortization(2)(3.5)(3.6)
Restructuring and other(4.8)(27.7)
COVID-19 related benefit included in direct operating expense(3)—2.0
Unallocated rent cost included in direct operating expense(4)(5.4)(5.2)
Adjusted share-based compensation expense(5)(2.8)(13.4)
Purchase accounting and related adjustments(6)(3.2)(3.1)
Operating loss(10.6)(22.5)
Interest expense(68.7)(63.5)
Interest and other income4.45.0
Other losses, net(17.0)(1.4)
Loss on extinguishment of debt(1.0)(3.7)
Gain on investments, net8.8—
Equity interests income (loss)(1.2)0.9
Loss from continuing operations before income taxes$(85.3)$(85.2)

(1)Corporate general and administrative expenses include certain corporate executive expense (such as salaries and wages for the office of the Chief Executive Officer, Chief Financial Officer, General Counsel and other corporate officers), investor relations costs, costs of maintaining corporate facilities, and other unallocated common administrative support functions, including corporate accounting, finance and financial reporting, internal and external audit and tax costs, corporate and other legal support functions, and certain information technology and human resources expense. Corporate general and administrative expenses also include costs that were previously incurred in support of the Media Networks segment but are not directly attributable to it and thus were not recorded in discontinued operations, see Note 2.

(2)Adjusted depreciation and amortization represents depreciation and amortization as presented on our unaudited condensed consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in acquisitions which are included in the purchase accounting and related adjustments line item above, as shown in the table below:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Depreciation and amortization$4.4$4.6
Less: Amount included in purchase accounting and related adjustments(0.9)(1.0)
Adjusted depreciation and amortization$3.5$3.6

(3)Amounts in the three months ended June 30, 2024 represent a benefit from insurance recoveries related to circumstances associated with the COVID-19 pandemic (see Note 15). These benefits (charges) are excluded from segment operating results.

(4)Amounts represent rent cost for production facilities that were unutilized as a result of the industry strikes, and therefore such amounts are not allocated to the segments.

(5)The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Total share-based compensation expense$1.7$13.4
Less:
Amount included in restructuring and other(i)1.1—
Adjusted share-based compensation$2.8$13.4

(i)Amounts represent share-based compensation expense recorded within restructuring and other expenses, attributable to the accelerated vesting of equity awards pursuant to certain severance arrangements.

(6)Purchase accounting and related adjustments primarily consist of the amortization of non-cash fair value adjustments to certain assets acquired in acquisitions. The table below presents the amounts included in each financial statement line item:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Purchase accounting and related adjustments:
General and administrative expense(i)$2.3$2.1
Depreciation and amortization0.91.0
$3.2$3.1

(i)Amounts represent compensation expense associated with the noncontrolling equity interests in the distributable earnings of 3 Arts Entertainment. Due to the link to continued employment performance, these amounts are classified as general and administrative expense instead of noncontrolling interest in the consolidated statements of operations.

See Note 11 for revenues by media or product line as broken down by segment for the three months ended June 30, 2025 and 2024.

The following table reconciles segment general and administration expense to the Company’s total consolidated general and administration expense:

Three Months Ended
June 30,
20252024
(Amounts in millions)
General and administration
Segment general and administrative expenses$33.0$47.1
Corporate general and administrative expenses32.133.3
Share-based compensation expense included in general and administrative expense2.813.4
Purchase accounting and related adjustments2.32.1
$70.2$95.9

The reconciliation of total segment assets to the Company’s total consolidated assets is as follows:

June 30,2025March 31,2025
(Amounts in millions)
Assets
Motion Picture$2,092.6$1,867.4
Television Production2,364.62,279.3
Other unallocated assets(1)703.7776.0
Assets of discontinued operations—1,899.4
$5,160.9$6,822.1

(1)Other unallocated assets primarily consist of cash, other assets and investments.

Acquisition of investment in films and television programs, as broken down by segment for the three months ended June 30, 2025 and 2024, is presented below:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Acquisition of investment in films and television programs
Motion Picture$142.9$277.9
Television Production107.3365.3
$250.2$643.2

The following table presents capital expenditures, as broken down by segment for the three months ended June 30, 2025, and 2024:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Capital expenditures
Motion Picture$—$—
Television Production——
Corporate(1)3.54.1
$3.5$4.1

(1)Represents unallocated capital expenditures primarily related to the Company’s corporate headquarters.

  1. Commitments and Contingencies

Commitments

During the three months ended June 30, 2025, the Company did not have any material changes in its non-cancelable contractual obligations (other than activities in the ordinary course of business).

Contingencies

From time to time, the Company is involved in certain claims and legal proceedings arising in the normal course of business.

The Company establishes an accrued liability for claims and legal proceedings when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters.

As of June 30, 2025, the Company is not a party to any material pending claims or legal proceeding and is not aware of any other claims that it currently expects will, individually or in the aggregate, have a material adverse effect on the Company’s financial position, results of operations or cash flows.

  1. Derivative Instruments and Hedging Activities

Forward Foreign Exchange Contracts

The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses and tax credit receivables denominated in various foreign currencies (i.e., cash flow hedges). The Company also enters into forward foreign exchange contracts that economically hedge certain of its foreign currency risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions. Changes in the fair value of the foreign exchange contracts that are designated as hedges are reflected in accumulated other comprehensive income (loss), and changes in the fair value of foreign exchange contracts that are not designated as hedges and do not qualify for hedge accounting are recorded in direct operating expense. Gains and losses realized upon settlement of the foreign exchange contracts that are designated as hedges are amortized to direct operating expense on the same basis as the production expenses being hedged.

As of June 30, 2025, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 21 months from June 30, 2025):

June 30, 2025
Foreign CurrencyForeign Currency AmountUS Dollar AmountWeighted Average Exchange Rate Per $1 USD
(Amounts in millions)(Amounts in millions)
Euro109.7 EURin exchange for118.3 USD0.93 EUR
Australian Dollar4.8 AUDin exchange for3.1 USD1.55 AUD
Canadian Dollar32.0 CADin exchange for23.0 USD1.39 CAD
Mexican Peso69.5 MXNin exchange for3.4 USD20.52 MXN
South African Rand50.0 ZARin exchange for2.5 USD19.66 ZAR
Hungarian Forint6,000.0 HUFin exchange for15.8 USD379.00 HUF
Thai Bhat385.4 THBin exchange for11.8 USD32.56 THB
New Zealand Dollar23.2 NZDin exchange for14.0 USD19.66 NZD

Interest Rate Swaps

The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Company’s objective is to mitigate the impact of interest rate changes on earnings and cash flows. The Company primarily uses pay-fixed interest rate swaps to facilitate its interest rate risk management activities, which the Company generally designates as cash flow hedges of interest payments on floating-rate borrowings. Pay-fixed swaps effectively convert floating-rate borrowings to fixed-rate borrowings. The unrealized gains or losses from these designated cash flow hedges are deferred in accumulated other comprehensive income (loss) and recognized in interest expense as the interest payments occur. Changes in the fair value of interest rate swaps that are not designated as hedges are recorded in interest expense (see further explanation below).

Cash settlements related to interest rate contracts are generally classified as operating activities on the consolidated statements of cash flows.

Designated Cash Flow Hedges. As of June 30, 2025, the Company had the following pay-fixed interest rate swaps, which were designated as cash flow hedges outstanding (all related to the Company’s SOFR-based debt, see Note 7 and Note 8):

Effective DateNotional AmountFixed Rate PaidMaturity Date
(in millions)
August 15, 2024$65.04.045%September 15, 2026
August 15, 2024$77.53.803%August 15, 2026
August 15, 2024$77.53.810%September 15, 2026
December 15, 2024$125.03.970%December 15, 2026
January 31, 2025$100.04.060%January 31, 2027
February 14, 2025$282.84.097%February 14, 2027
April 14, 2025$100.03.449%April 14, 2027
April 14, 2025$48.83.646%April 14, 2027
Total$876.6

Financial Statement Effect of Derivatives

Unaudited condensed consolidated statements of operations and comprehensive loss: The following table presents the pre-tax effect of the Company’s derivatives on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2025 and 2024:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts
Gain (loss) recognized in accumulated other comprehensive income$(3.5)$0.2
Loss reclassified from accumulated other comprehensive income into direct operating expense$—$(1.0)
Interest rate swaps
Gain recognized in accumulated other comprehensive income$0.2$3.5
Gain reclassified from accumulated other comprehensive income into interest expense$0.8$10.9
Derivatives not designated as cash flow hedges:
Interest rate swaps
Gain (loss) reclassified from accumulated other comprehensive income into interest expense$6.6$(1.6)
Total direct operating expense on consolidated statements of operations$339.0$287.9
Total interest expense on consolidated statements of operations$68.7$63.5

Unaudited condensed consolidated balance sheets: The Company classifies its forward foreign exchange contracts and interest rate swap agreements within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (see Note 9). Pursuant to the Company’s accounting policy to offset the fair value amounts recognized for derivative instruments, the Company presents the asset or liability position of the swaps that are with the same counterparty under a master netting arrangement net as either an asset or liability in its unaudited condensed consolidated balance sheets. As of June 30, 2025 and March 31, 2025, there were no swaps outstanding that were subject to a master netting arrangement.

As of June 30, 2025 and March 31, 2025, the Company had the following amounts recorded in the accompanying unaudited condensed consolidated balance sheets related to the Company’s use of derivatives:

June 30, 2025
Other Assets (current)Other Assets (non-current)Other Accrued Liabilities (current)Other Liabilities (non-current)
(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts$1.5$—$3.4$—
Interest rate swaps———3.7
Fair value of derivatives$1.5$—$3.4$3.7
March 31, 2025
Other Assets (current)Other Liabilities (non-current)
(Amounts in millions)
Derivatives designated as cash flow hedges:
Forward exchange contracts$1.8$—
Interest rate swaps—3.1
Fair value of derivatives$1.8$3.1

As of June 30, 2025, based on the current release schedule, the Company estimates approximately $1.3 million of gains associated with forward foreign exchange contract cash flow hedges in accumulated other comprehensive income will be reclassified into earnings during the one-year period ending June 30, 2026.

As of June 30, 2025, the Company estimates approximately $26.5 million of gains recorded in accumulated other comprehensive income associated with interest rate swap agreement cash flow hedges will be reclassified into interest expense during the one-year period ending June 30, 2026.

  1. Additional Financial Information

The following tables present supplemental information related to the unaudited condensed consolidated financial statements.

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents, restricted cash, and cash in assets of discontinued operations reported in the unaudited condensed consolidated balance sheets to the total amounts reported in the unaudited condensed consolidated statements of cash flows as of June 30, 2025 and March 31, 2025. As of June 30, 2025 and March 31, 2025, restricted cash represents primarily amounts related to required cash reserves for interest payments associated with certain corporate debt and film related obligations.

June 30,2025March 31,2025
(Amounts in millions)
Cash and cash equivalents$186.1$212.5
Restricted cash included in other current assets71.567.9
Cash in assets of discontinued operations - current—11.2
Total cash, cash equivalents and restricted cash$257.6$291.6

Other Assets

The composition of the Company’s other assets is as follows as of June 30, 2025 and March 31, 2025:

June 30,2025March 31,2025
(Amounts in millions)
Other current assets
Prepaid expenses and other$56.3$46.0
Restricted cash71.567.9
Contract assets48.861.4
Tax credits receivable210.8186.8
$387.4$362.1
Other non-current assets
Prepaid expenses and other$18.9$20.2
Accounts receivable58.765.7
Contract assets8.011.3
Tax credits receivable406.4435.8
Operating lease right-of-use assets294.9294.1
$786.9$827.1

Accounts Receivable Monetization

Under the Company’s accounts receivable monetization programs, the Company has entered into individual agreements to monetize certain of its trade accounts receivable directly with third-party purchasers, as further described below. Under these programs, the Company transfers receivables to purchasers in exchange for cash proceeds, and the Company continues to service the receivables for the purchasers. The Company accounts for the transfers of these receivables as a sale, removes (derecognizes) the carrying amount of the receivables from its balance sheets and classifies the proceeds received as cash flows from operating activities in the statements of cash flows. The Company records a loss on the sale of these receivables reflecting the net proceeds received (net of any obligations incurred), less the carrying amount of the receivables transferred. The loss is reflected in the “other losses, net” line item on the unaudited condensed consolidated statements of operations. The Company receives fees for servicing the accounts receivable for the purchasers, which represent the fair value of the services and were immaterial for the three months ended June 30, 2025 and 2024.

Individual Monetization Agreements. The Company enters into individual agreements to monetize trade accounts receivable. The third-party purchasers have no recourse to other assets of the Company in the event of non-payment by the customers. The following table presents a summary of the receivables transferred under individual agreements or purchases during the three months ended June 30, 2025 and 2024:

Three Months Ended
June 30,
20252024
(Amounts in millions)
Carrying value of receivables transferred and derecognized$88.4$107.4
Net cash proceeds received86.5104.1
Loss recorded related to transfers of receivables1.93.3

As of June 30, 2025, the Company derecognized $340.3 million (March 31, 2025 - $429.9 million) of receivables from its unaudited condensed consolidated balance sheets related to individual monetization agreements, which the Company continues to service.

Content Related Payables

Content related payables primarily relate to minimum guarantee obligations, which represent amounts payable for film or television rights that the Company has acquired.

Accumulated Other Comprehensive Income

The following table summarizes the changes in the components of accumulated other comprehensive income, net of tax. During the three months ended June 30, 2025 and 2024, there wasno income tax expense or benefit reflected in other comprehensive income due to the income tax impact being offset by changes in the Company’s deferred tax valuation allowance.

Foreign currency translation adjustmentsNet unrealized gain (loss) on cash flow hedgesTotal
(Amounts in millions)
March 31, 2025$(22.8)$95.4$72.6
Other comprehensive income20.5(3.4)17.1
Reclassifications to net loss(1)—(7.4)(7.4)
Spin off of the Starz Business(19.2)—(19.2)
Elimination of noncontrolling interest(2)(6.8)14.67.8
June 30, 2025$(28.3)$99.2$70.9
March 31, 2024$(22.7)$138.7$116.0
Other comprehensive income (loss)(2.9)3.70.8
Reclassifications to net loss(1)—(8.3)(8.3)
Reclassifications to noncontrolling interest(2)3.6(19.0)(15.4)
June 30, 2024$(22.0)$115.1$93.1

(1)Represents a gain of $7.4 million included in interest expense on the unaudited condensed consolidated statement of operations in the three months ended June 30, 2025 (three months ended June 30, 2024 - loss of $1.0 million included in direct operating expense and a gain of $9.3 million included in interest expense) (see Note 18).

(2)Represents the Legacy Lionsgate Studios noncontrolling interest that was eliminated in connection with the LG Studios Flip (see Note 3).

Supplemental Cash Flow Information

Significant non-cash transactions during the three months ended June 30, 2025 and 2024 include certain interest rate swap agreements, which are discussed in Note 18.

There were no significant non-cash financing or investing activities for the three months ended June 30, 2025 and 2024.

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