Lionsgate Studios Corp.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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Sep 30, 2026 · Filed Nov 5, 2026
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Notes to Financial Statements
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- Organization and Nature of Operations, Basis of Presentation and Significant Accounting Policies
Organization and Nature of Operations
Lionsgate Studios Corp. (NYSE: LION) (the “Company,” “Lionsgate,” “New Lionsgate,” “we,” “us” or “our”), a corporation organized under the laws of British Columbia, Canada, together with its direct and indirect subsidiaries, is a standalone, pure-play content company focused on the development, production, acquisition, distribution and licensing of motion picture and television content worldwide. The Company owns a portfolio of film and television brands and franchises, a talent management and production business and a film and television library consisting of more than 20,000 titles.
Reorganization and Starz Separation
Prior to May 6, 2025, as further discussed below, Lions Gate Entertainment Corp. (“Old Lionsgate”) encompassed both the STARZ premium global subscription platform (the “Starz Business”) and the motion picture and television studio operations (the “Studio Business”), which was operated by its consolidated subsidiary, Lionsgate Studios Corp. (“Legacy Lionsgate Studios”) (formerly listed NASDAQ: LION), in which Old Lionsgate held an approximately 87.8% ownership interest.
On May 6, 2025, pursuant to an arrangement agreement, Old Lionsgate completed the separation of Legacy Lionsgate Studios and the Starz Business (the “Starz Separation”), resulting in two independent publicly-traded companies: (i) Lionsgate Studios Corp., which now holds the Studio Business and (ii) Starz Entertainment Corp., which now holds the Starz Business that was previously held by Old Lionsgate.
For accounting purposes, under United States generally accepted accounting principles (“U.S. GAAP”), Old Lionsgate was treated as the accounting spinnor and predecessor to the Company and Starz was treated as the accounting spinnee. As a result, the pro rata distribution of the Starz Business was recorded as an equity transaction and no gain or loss was recognized. The historical results of operations and cash flows of the Starz Business, previously reported as the Media Networks segment, are presented as discontinued operations for periods prior to the separation. See Note 2 for the presentation of discontinued operations, including the partial period through May 6, 2025, during the six months ended September 30, 2025.
In connection with the Starz Separation, Old Lionsgate shareholders received shares of both Lionsgate Studios Corp. and Starz Entertainment Corp. based on their respective holdings of Old Lionsgate Class A and Class B shares. In addition, Legacy Lionsgate Studios shareholders (other than Old Lionsgate) exchanged their shares for newly issued Lionsgate common shares based on a defined exchange ratio (the “LG Studios Flip”). As a result, the previously reported noncontrolling interest in Legacy Lionsgate Studios was eliminated. Old Lionsgate Class A and Class B shares, as well as the Legacy Lionsgate Studios common shares, were delisted.
Basis of Presentation
Generally Accepted Accounting Principles
The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and are consistent in all material respects with the accounting policies disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, filed with the Securities and Exchange Commission (“SEC”) on May 27, 2026. The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation. Interim results are not necessarily indicative of financial results for a full year. The balance sheet as of March 31, 2026 has been derived from the Company’s consolidated audited financial statements, as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Lionsgate and all of its majority-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Certain reclassifications have been made in the fiscal 2026 financial statements to conform to the fiscal 2027 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 unaudited condensed consolidated 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, Motion Picture and Television Production. 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, movies, mini-series and non-fiction programming. Television Production includes the domestic and international licensing of Starz original productions to Starz Entertainment Corp., 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 LLC (“3 Arts”), the Company’s talent management and television/film production business.
The Company’s reportable segments are based on the distinct nature of their operations, the Company’s internal management structure and the financial information regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”). The CODM uses segment profit, as defined in Note 15, to evaluate the current operating performance of each segment, support future operating plans and forecasts and to allocate resources. The Company’s Chief Executive Officer serves as the CODM.
Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026.
Accounting Guidance Adopted in Fiscal 2027
Financial Instruments: In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. 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. On April 1, 2026, the Company adopted the provisions of ASU 2025-05 on a prospective basis. The adoption of ASU 2025-05 did not have a material impact on the Company’s results of operations, financial condition or related disclosures.
Recent Accounting Pronouncements Not Yet Adopted
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 annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, 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 condensed 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 ASU is effective for interim periods within annual reporting periods beginning after December 15, 2026, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal 2028 interim reporting periods, with early adoption permitted. ASU 2025-03 requires that an entity apply the new guidance prospectively to any acquisition that occurs after the initial application date. The Company will adopt this guidance and apply it prospectively to applicable business combinations occurring on or after the date of adoption.
Interim Reporting: In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements. The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. This update is effective for interim periods within annual reporting periods beginning after December 15, 2027, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal 2029 interim reporting periods, with early adoption permitted. The Company will adopt this guidance for the interim periods within its fiscal year beginning April 1, 2028, and does not expect it to have a material effect on its condensed consolidated financial statements and disclosures.
Government Grants: In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal 2030 interim reporting periods, with early adoption permitted. The Company will adopt this guidance for the interim periods within its fiscal year beginning April 1, 2029. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.
- Discontinued Operations
As described in Note 1, on May 6, 2025, the Starz Separation was completed. As the Starz Separation represented a strategic shift that had a major effect on the Company’s operations and financial results, the historical results of operations of the Starz Business, previously presented as the Media Networks segment of Old Lionsgate, are presented as discontinued operations through the separation date.
Loss from discontinued operations, reflecting the results of the Starz Business through May 6, 2025 for the six months ended September 30, 2025, was as follows:
| Six Months Ended | |
|---|---|
| September 30, | |
| 2025 | |
| (Amounts in millions) | |
| Revenues | $127.3 |
| Expenses: | |
| Direct operating | 71.7 |
| Distribution and marketing | 26.3 |
| General and administration | 10.0 |
| Depreciation and amortization | 19.6 |
| Restructuring and other | 15.1 |
| Total expenses | 142.7 |
| Operating loss | (15.4) |
| Interest expense | (0.4) |
| Other loss, net | (0.6) |
| Loss from discontinued operations before income taxes | (16.4) |
| Income tax provision | (0.1) |
| Net loss from discontinued operations, net of income taxes | $(16.5) |
General and administrative corporate overhead costs previously allocated to the Starz Business that did not meet the criteria to be presented as discontinued operations were excluded from the amounts presented above. Expenses incurred directly related to the Starz Separation during the six months ended September 30, 2025, including legal, accounting and tax advisory services of $7.9 million, are reflected as discontinued operations.
Discontinued operations include only interest expense and related costs directly attributable to the Starz Business or obligations, primarily related to certain Starz-issued notes retained by Starz post-separation and other directly related obligations. No other interest expense was allocated to discontinued operations.
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 and six months ended September 30, 2026, the Company recognized $0.1 million and $0.2 million, respectively, of transition services agreement reimbursement, recorded as a reduction to general and administration expense within continuing operations (three and six months ended September 30, 2025 - reimbursement was $0.3 million and $0.5 million, respectively).
Content Licensing. Following the Starz Separation, the Company and Starz continue to be parties to certain commercial agreements, including: (i) master originals content licensing agreements granting Starz subscription video on demand (“SVOD”) and pay television rights to certain first-run original series owned by the Company in the U.S. and Canada; (ii) library license agreements granting Starz SVOD and pay television rights to certain library series and film content owned by the Company in the U.S. and Canada; (iii) a multiyear pay-one television output arrangement granting Starz an exclusive U.S. pay television/SVOD license to Lionsgate- or Summit-branded films theatrically released in the U.S.; and (iv) a distribution agreement authorizing the Company, on an exclusive basis, to globally distribute 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). These agreements have varying terms, with certain library license agreements extending through at least 2028 and the pay television/SVOD arrangement with license periods extending through at least 2037. During the three and six months ended September 30, 2026, the Company recognized $84.3 million and $126.9 million, respectively, of revenue from these licensing agreements within continuing operations (three and six months ended September 30, 2025 - revenue was $33.7 million and $116.1 million, respectively). The Company received $136.0 million and $236.7 million for the three and six months ended September 30, 2026, respectively, of cash related to such agreements (three and six months ended September 30, 2025 - cash received was $104.7 million and $165.0 million, respectively).
- Acquisitions
A & A Acquisition
On May 30, 2025, 3 Arts Entertainment (“3 Arts”) acquired a 51% ownership interest in A & A Management Group LLC, (“A & A”), a full service sports and entertainment management company for cash consideration of $24.5 million and up to $6.8 million of contingent consideration payable based on specified EBITDA thresholds through the fiscal year ending March 31, 2027. Under the acquisition method of accounting, A & A’s results of operations have been included in the Company’s consolidated financial statements beginning on the acquisition date. Based upon the final valuation, $31.0 million was allocated to goodwill and $19.2 million was recorded as a redeemable noncontrolling interest, representing the noncontrolling interest holder’s 49% ownership interest in A & A (see Note 9). The goodwill is primarily the value of key relationships in the sports and entertainment industry and is included in the Television Production segment. Goodwill is not amortized for financial reporting purposes but is deductible for federal income tax purposes.
- 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 was as follows:
| September 30,2026 | March 31,2026 | |
|---|---|---|
| (Amounts in millions) | ||
| Investment in Films and Television Programs: | ||
| Released, net of accumulated amortization | $1,040.4 | $1,040.5 |
| Completed and not released | 308.5 | 249.8 |
| In progress | 694.6 | 743.1 |
| In development | 107.9 | 95.0 |
| Total investment in films and television programs, net | $2,151.4 | $2,128.4 |
At September 30, 2026, acquired film and television libraries had remaining unamortized costs of $192.6 million, which are monetized individually and amortized on either a straight-line basis or under the individual-film-forecast method over a weighted average remaining period of approximately 12.2 years (March 31, 2026 - unamortized costs were $207.0 million).
Amortization of investment in film and television programs was $276.4 million and $541.2 million for the three and six months ended September 30, 2026, respectively, and was included in direct operating expense in the unaudited condensed consolidated statements of operations (three and six months ended September 30, 2025 - amortization was $188.2 million and $412.6 million, respectively).
Impairments. Investment in films and television programs include write-downs to fair value. The Company recognized the following impairments, by expense category, during the three and six months ended September 30, 2026 and 2025:
| Three Months EndedSeptember 30, | Six Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Impairments included in direct operating expense by segment:(1) | ||||
| Motion Picture | $3.1 | $— | $14.3 | $— |
| Television Production | 6.0 | 1.5 | 7.6 | 1.5 |
| Impairments included in restructuring and other(2) | 5.9 | 8.6 | 5.9 | 8.6 |
| Total impairments | $15.0 | $10.1 | $27.8 | $10.1 |
(1)Impairments included in direct operating expense are included in the amortization expense amounts as disclosed above.
(2)Impairments included in restructuring and other represent write-downs in connection with the restructuring of the Motion Picture and Television Production businesses and are not included in segment operating results. See Note 14 for further information.
- Investments
The Company’s investments consisted of the following:
| September 30,2026 | March 31,2026 | |
|---|---|---|
| (Amounts in millions) | ||
| Investments in equity method investees | $28.3 | $31.4 |
| Other investments(1) | 16.5 | 9.7 |
| Total investments | $44.8 | $41.1 |
(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 13% 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.
Muchos Amigos Pictures. Muchos Amigos Pictures is a joint venture that invests in feature films in Latin America.
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 gain of $3.1 million recognized within gain on investments on the Company’s unaudited condensed consolidated statement of operations during the six months ended September 30, 2025. The Company received the total proceeds during the year ended March 31, 2026.
- Corporate Debt
Total debt of the Company, excluding film related obligations, as of September 30, 2026 and March 31, 2026 was as follows:
| September 30,2026 | March 31,2026 | |
|---|---|---|
| (Amounts in millions) | ||
| Corporate debt: | ||
| Revolving Credit Facility | $— | $— |
| Senior Notes | 389.9 | 389.9 |
| eOne IP Credit Facility | 345.3 | 371.3 |
| LG IP Credit Facility | 1,125.0 | 1,187.5 |
| 3 Arts Credit Facility | 30.7 | 30.7 |
| Total corporate debt | 1,890.9 | 1,979.4 |
| Unamortized debt issuance costs | (34.2) | (39.2) |
| Total corporate debt, net | 1,856.7 | 1,940.2 |
| Less current portion | (162.1) | (162.1) |
| Total corporate debt - noncurrent | $1,694.6 | $1,778.1 |
Credit Agreement (Revolving Credit Facility)
On May 6, 2025, the Company entered into a credit agreement (the “Credit Agreement”) with Lions Gate Television Inc. (“LGTV”), a wholly-owned subsidiary of the Company, as borrower, the guarantors referred to therein, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as administrative agent.
Revolving Credit Facility Availability of Funds & Commitment Fee. The Credit Agreement provides for an $800.0 million senior secured revolving credit facility, which may be increased up to $1.2 billion. Borrowing availability is limited by a borrowing base. Withno outstanding balance as of September 30, 2026, $800.0 million of borrowing capacity remained available. LGTV is required to pay a commitment fee of 0.375% per annum on the unused portion of the revolving facility.
Maturity Date. The Credit Agreement and commitments thereunder mature on May 6, 2030.
Interest. Borrowings under the Credit Agreement bear interest at LGTV’s option, at either (i) Term SOFR (subject to a 0.00% floor) or (ii) a base rate, in each case plus a margin. The applicable margin is 2.50% for SOFR loans and 1.50% for base rate loans. The effective interest rate on borrowings under the Credit Agreement during the three months ended September 30, 2026 was 6.41%, before the impact of interest rate swaps. See Note 17 for interest rate swap detail.
Security and Guarantees. LGTV’s obligations under the 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 Credit Agreement contains customary affirmative and negative covenants that, subject to certain significant exceptions, limit the ability of the Company and its restricted subsidiaries to incur additional indebtedness or liens, make investments, engage in mergers, consolidations, asset sales or acquisitions, pay dividends or other restricted payments and enter into certain affiliate transactions. In addition, the Credit Agreement requires the Company to maintain a Liquidity Ratio (as defined in the Credit Agreement) of no less than 1.10 to 1.00 as of the last day of each fiscal quarter. As of September 30, 2026, the Company was in compliance with all applicable covenants.
Events of Default. The Credit Agreement includes customary events of default, including a change in control. Upon an event of default, lenders may terminate any remaining commitments and declare all outstanding principal and accrued interest immediately due and payable. In addition, the administrative agent may require the Company to provide cash collateral, equal to the full amount available under any letters of credit, regardless of whether any draws or other demands for payment have been made.
Senior Notes
On May 8, 2024, an indirect, wholly-owned subsidiary of Old Lionsgate issued $389.9 million aggregate principal amount of 5.5% senior notes due on April 15, 2029 (the “Senior Notes”) in exchange for an equivalent principal amount of existing 5.5% senior notes due 2029.
In connection with the completion of the Starz Separation, LGTV assumed the Senior Notes pursuant to a Supplemental Indenture, under which LGTV became the primary and assumed all obligations of the original issuer. The original issuer was released and discharged from all obligations under the Senior Notes.
Maturity Date. Upon completion of the Starz Separation, the maturity date of the Senior Notes was extended to April 15, 2030.
Interest. Following completion of the Starz Separation, the Senior Notes bear interest at 6.00% per annum, payable semi-annually.
Security and Guarantees. LGTV’s obligations under the original and Supplemental Indenture are guaranteed by the Company and affiliated grantors. The Company and grantors have pledged substantially all existing and future owned assets, in each case subject to certain customary exceptions.
Covenants. The Senior Notes contain covenants that, subject to specified exceptions, restrict the Company’s ability to incur additional indebtedness, declare dividends or repurchase its common shares, make certain loans or investments, and dispose of certain assets, among other limitations. As of September 30, 2026, the Company was in compliance with all applicable covenants.
Optional Redemption. The Company may redeem the Senior Notes, in whole or in part, at any time at the applicable redemption price plus accrued and unpaid interest, if any, to the redemption date. The redemption prices (expressed as a percentage of the principal amount) are as follows: (i) prior to the first anniversary of the Starz Separation closing date -103%; (ii) on or after the first anniversary and prior to the second anniversary -102%; (iii) on or after the second anniversary and prior to the third anniversary -101%; (iv) on or after the third anniversary -100%.
Change in Control. A change of control constitutes a triggering event requiring the Company to offer to purchase all outstanding Senior Notes, at 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date. In addition, certain asset dispositions may require the Company to apply excess proceeds to an offer to purchase the Senior Notes at 100% of the principal amount, plus accrued and unpaid interest, if any.
Capacity to Pay Dividends. As of September 30, 2026, the capacity to pay dividends under the Credit Agreement and the Senior Notes significantly exceeded the Company’s accumulated deficit balance or net loss from continuing operations. Accordingly, the net loss from continuing operations, net of income taxes, for the six months ended September 30, 2026 of $44.9 million and accumulated deficit as of September 30, 2026 of $3,777.8 million did not impose restrictions on the Company’s ability to pay dividends as of September 30, 2026.
eOne IP Credit Facility
In July 2024, certain subsidiaries of the Company entered into a $340.0 million senior secured amortizing term credit facility (the “eOne IP Credit Facility”) secured by certain intellectual property rights primarily associated with titles acquired as part of the eOne acquisition. In March 2026, the Company amended the eOne IP Credit Facility, increasing the maximum principal amount to $371.3 million. The facility continues to be subject to the amount of collateral available based on the valuation of unsold rights from the libraries. Prior to the amendment, the eOne IP Credit Facility was subject to quarterly required principal payments of $8.5 million beginning on November 14, 2024. Following the amendment, the required quarterly principal payments increased to $9.3 million beginning with the quarter ended March 31, 2026. Advances under the eOne IP Credit Facility bear interest at a rate equal to Term SOFR plus 2.25% per annum. As of September 30, 2026, the effective interest rate on outstanding borrowings was 6.16%, before the impact of interest rate swaps. See Note 17 for interest rate swap detail. As of September 30, 2026, $345.3 million was outstanding withno additional borrowing capacity available. 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”) secured by intellectual property rights primarily associated with certain titles. Subsequent amendments increased the maximum principal amount available under the facility to $850.0 million in 2024, $1.0 billion in March 2025 and $1.25 billion on September 26, 2025. The facility continues to be subject to the amount of collateral available, which is based on the valuation of unsold rights from the applicable libraries. The LG IP Credit Facility also contains customary affirmative and negative covenants that require the Company to maintain compliance with certain financial covenants, including a maximum loan-to-value percentage and a minimum fixed charge coverage ratio of 1.10 to 1.00. As of September 30, 2026, the Company was in compliance with all applicable covenants. The Company is subject to quarterly required principal payments of 2.5% of the applicable aggregate outstanding principal amount. Advances under the LG IP Credit Facility bear interest at a rate equal to Term SOFR plus 2.25% per annum. As of September 30, 2026, the effective interest rate on outstanding borrowings was 6.16%, before the impact of interest rate swaps. See Note 17 for interest rate swap detail. As of September 30, 2026, $1,125 million was outstanding withno additional borrowing capacity available. 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 Entertainment (“3 Arts”) entered into a $50.0 million senior secured credit facility (the “3 Arts Credit Facility”) secured by a security interest in substantially all of the assets of 3 Arts and the guarantors, subject to certain exceptions. The 3 Arts Credit Facility also contains certain customary affirmative and negative covenants that are customary for similar financings. At the borrower’s option, advances under the 3 Arts Credit Facility bear interest at a rate per annum equal to either Term SOFR plus a margin of 2.50% or a base rate plus a margin of 1.50%. As of September 30, 2026, the effective interest rate on outstanding borrowings was 6.41%, before the impact of interest rate swaps. See Note 17 for interest rate swap detail. The borrower is required to pay a commitment fee equal to 0.35% per annum of unused commitments under the facility. As of September 30, 2026, $30.7 million was outstanding and approximately $19.3 million of borrowing capacity remained available. The 3 Arts Credit Facility matures on May 29, 2029.
Loss on Extinguishment of Debt
During the three and six months ended September 30, 2025, the Company recognized a $1.2 million loss on extinguishment of debt related to issuance costs written off in connection with an early prepayment and termination of a film library credit facility. In addition, the Company recognized a $1.0 million loss on extinguishment of debt during the six months ended September 30, 2025, related to the termination of its prior revolving credit facility and subsequent entry into the Credit Agreement in connection with the Starz Separation. No gains or losses on debt extinguishment were recognized during the three and six months ended September 30, 2026.
- Film Related Obligations
Total film related obligations as of September 30, 2026 and March 31, 2026 were as follows:
| September 30,2026 | March 31,2026 | |
|---|---|---|
| (Amounts in millions) | ||
| Film related obligations: | ||
| Production Loans | $1,418.1 | $1,283.9 |
| Production Tax Credit Facility | 364.4 | 368.0 |
| Backlog Facility and Other | 356.6 | 307.2 |
| Total film related obligations | 2,139.1 | 1,959.1 |
| Unamortized issuance costs | (7.7) | (9.2) |
| Total film related obligations, net | 2,131.4 | 1,949.9 |
| Less current portion | (1,607.8) | (1,293.4) |
| Total film related obligations - noncurrent | $523.6 | $656.5 |
Production Loans:
Production loans represent individual and multi-title loans for film and television programs that the Company produces. The majority of the production loans have contractual repayment dates either at or near the expected completion or release dates of the productions, with the exception of certain loans containing repayment dates on a longer term basis. The loans primarily incur SOFR-based interest at a weighted average rate of 5.70%, before the impact of interest rate swaps. See Note 17 for interest rate swap details. As of September 30, 2026, $1,250.0 million of the $1,418.1 million outstanding balance was secured by collateral comprised of the underlying intellectual property rights associated with the related film or television productions, with the remaining $168.1 million unsecured.
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”) secured solely by certain of the Company’s tax credit receivables. As of September 30, 2026, the Production Tax Credit Facility had a maximum borrowing capacity of $380.0 million, subject to the availability of certain eligible collateral. As of September 30, 2026, tax credit receivables of $440.4 million served as collateral under the facility, based on specified percentages of amounts receivable from governmental authorities pursuant to the tax incentive laws of eligible jurisdictions related to the production or exploitation of motion pictures and television programming in such jurisdictions. The cash received from the underlying collateral is used to repay outstanding borrowings under the facility. Advances under the facility bear interest at either (i) SOFR plus 0.10% plus 1.50% per annum, or (ii) the base rate plus 0.50% per annum. As of September 30, 2026, the effective interest rate on the outstanding borrowings of $364.4 million was 5.51% and $15.6 million of borrowing capacity remained available. The Production Tax Credit Facility matures on January 27, 2028.
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”) 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 September 30, 2026 was $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. As of September 30, 2026, the effective interest rate on outstanding borrowings was 5.16%. The Backlog Facility revolving period ends on May 30, 2028, at which point cash collections from the underlying collateral are used to repay the facility. The facility matures up to 2 years, 90 days after the revolving period ends, currently August 28, 2030. As of September 30, 2026, $175.0 million was outstanding under the Backlog Facility (March 31, 2026 - $175.0 million), withno borrowing capacity remaining.
Other. The Company has other loans, secured by accounts receivable and contracted receivables not yet recognized as revenue under certain licensing agreements. Borrowings under these loans are required to be repaid with cash received from the underlying collateral as collected and may be voluntarily repaid at any time without prepayment penalties. As of September 30, 2026, outstanding borrowings under the “other” loans were $181.6 million (March 31, 2026 - $132.2 million), bearing SOFR-based interest at a weighted average rate of 5.48%. The borrowings were secured by accounts receivable of $41.1 million and contracted receivables not yet recognized as accounts receivable of $157.1 million. The remaining contractual payment on the “other” loans is due in December 2027.
- 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
The 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 in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or model-derived valuations in which all significant inputs and value drivers are observable in active markets.
Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
Assets and liabilities required to be carried at fair value on a recurring basis as of September 30, 2026 and March 31, 2026 were as follows:
| September 30,2026 | March 31,2026 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | |
| (Amounts in millions) | ||||||
| Assets: | ||||||
| Forward exchange contracts (see Note 17) | $— | $0.4 | $0.4 | $— | $— | $— |
| Interest rate swaps (see Note 17) | — | 0.5 | 0.5 | — | — | — |
| Liabilities: | ||||||
| Forward exchange contracts (see Note 17) | — | 1.8 | 1.8 | — | 2.7 | 2.7 |
| Interest rate swaps (see Note 17) | — | — | — | — | 1.6 | 1.6 |
| September 30,2026 | March 31,2026 | |||
|---|---|---|---|---|
| Carrying Value | Fair Value(Level 2) | Carrying Value | Fair Value(Level 2) | |
| (Amounts in millions) | ||||
| Corporate Debt: | ||||
| Revolving Credit Facility | $— | $— | $— | $— |
| Senior Notes | 383.9 | 363.5 | 383.1 | 359.6 |
| eOne IP Credit Facility | 341.4 | 345.3 | 366.7 | 371.3 |
| LG IP Credit Facility | 1,112.1 | 1,125.0 | 1,172.5 | 1,187.5 |
| 3 Arts Credit Facility | 30.2 | 30.7 | 30.1 | 30.7 |
| Film Related Obligations: | ||||
| Production Loans | $1,414.8 | $1,418.1 | $1,280.5 | $1,283.9 |
| Production Tax Credit Facility | 362.1 | 364.4 | 364.8 | 368.0 |
| Backlog Facility and Other | 354.5 | 356.6 | 304.6 | 307.2 |
The Company measures the fair value of its outstanding debt and interest rate swaps using discounted cash flow techniques that utilize observable market inputs, such as SOFR-based yield curves, swap rates and credit ratings (Level 2 measurements).
In addition to the financial instruments listed in the tables above, the Company holds other short-term financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, content related payables and other accrued liabilities. The carrying values of these financial instruments approximate their fair values as of September 30, 2026 and March 31, 2026 due to their short-term nature.
Financial and nonfinancial assets and liabilities measured on a non-recurring basis that are adjusted to fair value when a significant event occurs include the Company’s goodwill, equity method investments and film and television costs.
- Noncontrolling Interests
Redeemable Noncontrolling Interests
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.
Changes in the carrying value of the redeemable noncontrolling interest are reflected in the calculation of basic and diluted net income (loss) per common share attributable to Lionsgate Studios Corp. shareholders, if dilutive, or to the extent such adjustments represent recoveries of amounts previously recognized in the calculation of basic and diluted net income (loss) per common share attributable to Lionsgate Studios Corp. shareholders (see Note 11).
The table below presents the reconciliation of changes in redeemable noncontrolling interests:
| Six Months Ended | ||
|---|---|---|
| September 30, | ||
| 2026 | 2025 | |
| (Amounts in millions) | ||
| Beginning balance | $114.1 | $93.7 |
| Net income (loss) attributable to redeemable noncontrolling interests | (2.0) | 0.1 |
| Adjustments to redemption value | 0.6 | 0.2 |
| Cash distributions, net | (1.3) | (1.2) |
| Noncontrolling interest related to acquisitions | — | 21.4 |
| Reclassification of 3 Arts redemption obligation | (87.4) | — |
| Ending balance | $24.0 | $114.2 |
3 Arts Entertainment. The Company has a noncontrolling interest in 3 Arts, of which a portion was reflected in redeemable noncontrolling interest and a portion reflected as a liability within “accrued expenses and other current liabilities” in the unaudited condensed consolidated balance sheets.
Redeemable noncontrolling interest: Prior to September 30, 2026, the redeemable noncontrolling interest balance reflects the fully vested equity portion of the noncontrolling interest, which was classified as redeemable noncontrolling interest outside of shareholders’ equity on the Company’s unaudited condensed consolidated balance sheets due to the embedded purchase and sale rights related to the remaining 24% ownership held by the noncontrolling interest holders that were contractually exercisable for a sale beginning in January 2027. The redemption price under both the holder’s right to sell its interest to the Company and the Company’s right to purchase the interest was determined using a formula based on a fixed multiple of EBITDA, subject to a minimum purchase price, rather than fair value. At each reporting date, the Company adjusted the redeemable noncontrolling interest to its redemption value, with the corresponding adjustment recognized in accumulated deficit.
On September 29, 2026, the noncontrolling interest holders exercised their put right to sell their remaining 24% interest to the Company with the sale transaction to close no later than February 1, 2027. The Company expects to acquire the holders’ remaining 24% interest for an estimated redemption price of approximately $175.4 million, as calculated in accordance with the terms of the underlying agreement described above. The holders retain ownership rights through the settlement date and the Company continues to attribute earnings to the noncontrolling interest until such date.
As of September 30, 2026, due to the put option exercise described above, the redeemable noncontrolling interest balance of $87.4 million was reclassified to a liability within “accrued expenses and other current liabilities” in the unaudited condensed consolidated balance sheet since the redemption is no longer contingent.
See Note 19 for information regarding a subsequent transaction in which a third party acquired a noncontrolling interest in a newly formed entity solely holding the Company’s equity interest in 3 Arts.
Compensatory liability: A portion of the noncontrolling interest is considered compensatory, as it is subject to forfeiture provisions upon termination of employment under certain circumstances. The compensatory portion was accounted for as a liability-classified award under ASC 718 based on the terms of the redemption features and remeasured at each reporting date. At each reporting date, changes in the estimated redemption value were recognized as compensation expense within general and administrative expenses over the service period from January 2, 2024 through January 2027. As of September 30, 2026, approximately $87.9 million is reflected in “accrued expenses and other current liabilities” in the unaudited condensed consolidated balance sheet based on the estimated redemption amount.
A & A. On May 30, 2025, 3 Arts acquired a 51% ownership in A & A (see Note 3 for additional details), with the remaining 49% classified as a redeemable noncontrolling interest outside of shareholders’ equity on the unaudited condensed consolidated balance sheets. The redeemable noncontrolling interest balance was remeasured to its redemption value, resulting in a balance of $18.9 million as of September 30, 2026 (March 31, 2026 - $20.1 million). The embedded purchase and sale rights held by the noncontrolling interest holder are exercisable beginning in November 2030.
Other. The Company has other immaterial redeemable noncontrolling interests.
Non-Redeemable Noncontrolling Interests
CP LG Library Holdings, LLC. The Company has a noncontrolling interest representing approximately 49% of CP LG Library Holdings, LLC (“CP LG”), with the Company designated as the managing member. Upon acquisition, 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 determined that CP LG is a variable interest entity for which it is the primary beneficiary and the related assets and liabilities of the acquired library do not meet the definition of a business. Therefore, the Company has consolidated CP LG under the applicable accounting guidance. As of September 30, 2026, the unaudited condensed consolidated balance sheet included assets and liabilities of CP LG totaling $55.7 million and $2.3 million, respectively. The assets and liabilities primarily consist of accounts receivable, investment in film and television productions and participations and residuals.
Other. The Company has other immaterial noncontrolling interests that are not redeemable and classified in shareholders’ equity on the Company’s unaudited condensed consolidated balance sheets.
- Revenue
The Company’s Motion Picture and Television Production segments generate revenue principally from the licensing of content in domestic theatrical exhibitions, home entertainment (e.g., digital media and packaged media), television and international marketplaces.
Revenue by Segment, Market or Product Line
The table below presents revenue by segment, market or product line for the three and six months ended September 30, 2026 and 2025:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Revenue by Type: | ||||
| Motion Picture: | ||||
| Theatrical | $11.3 | $18.5 | $219.8 | $47.2 |
| Home Entertainment | ||||
| Digital Media | 170.7 | 124.7 | 324.5 | 232.6 |
| Packaged Media | 13.1 | 10.2 | 22.9 | 18.3 |
| Total Home Entertainment | 183.8 | 134.9 | 347.4 | 250.9 |
| Television | 67.9 | 38.6 | 102.8 | 74.0 |
| International | 80.8 | 76.2 | 251.5 | 157.5 |
| Other | 15.5 | 8.2 | 25.1 | 14.1 |
| Total Motion Picture revenues | $359.3 | $276.4 | $946.6 | $543.7 |
| Television Production | ||||
| Television | 172.8 | 110.9 | 285.2 | 276.5 |
| International | 59.5 | 30.7 | 94.8 | 77.1 |
| Home Entertainment | ||||
| Digital Media | 57.3 | 38.0 | 77.3 | 90.6 |
| Packaged Media | — | 0.4 | 0.4 | 1.6 |
| Total Home Entertainment | 57.3 | 38.4 | 77.7 | 92.2 |
| Other | 19.9 | 18.7 | 41.1 | 41.4 |
| Total Television Production revenues | 309.5 | 198.7 | 498.8 | 487.2 |
| Intersegment eliminations(1) | — | — | — | (29.9) |
| Total revenues | $668.8 | $475.1 | $1,445.4 | $1,001.0 |
(1)Amounts reflect the impact of intersegment revenue from the Motion Picture and Television Production segments’ licensing of motion pictures and television programming to the former Media Networks segment prior to the Starz separation on May 6, 2025. Following the Starz Separation, licensing transactions between the Company and Starz are no longer eliminated in consolidation and are reflected in consolidated results from continuing operations. See Note 2 for details related to the Company’s continuing involvement with Starz and the impact on its revenue.
Remaining Performance Obligations
Remaining performance obligations represent deferred revenue on the unaudited condensed consolidated 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 September 30, 2026 were as follows:
| Remainder of Year Ending March 31, · Year Ending March 31, | |||||
|---|---|---|---|---|---|
| 2027 | 2028 | 2029 | Thereafter | Total | |
| (Amounts in millions) | |||||
| Remaining Performance Obligations | $1,109.6 | $572.2 | $123.1 | $122.8 | $1,927.7 |
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 $95.0 million and $197.1 million, including variable and fixed fee arrangements, were recognized during the three and six months ended September 30, 2026, respectively, from performance obligations satisfied prior to March 31, 2026. 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, deferred revenue and contract assets. See the unaudited condensed consolidated balance sheets for accounts receivable and deferred revenue balances and Note 18 for contract asset balances as of September 30, 2026 and March 31, 2026.
Accounts Receivable. Accounts receivable is 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 credit losses were as follows:
| March 31,2026 | Provision for credit losses | Uncollectible accounts written-off | September 30, 2026 | |
|---|---|---|---|---|
| (Amounts in millions) | ||||
| Allowance for credit losses | $6.3 | $2.9 | $(3.7) | $5.5 |
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 18 for contract asset balances as of September 30, 2026 and March 31, 2026.
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 September 30, 2026 decreased as compared to March 31, 2026. Revenues of $82.5 million and $269.7 million were recognized during the three and six months ended September 30, 2026, respectively, related to the balance of deferred revenue as of March 31, 2026.
- Net Loss Per Share
Basic net 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, prior to May 6, 2025 reflect pre-transaction Old Lionsgate Class A Shares multiplied by one and twelve one-hundredths (1.12) and pre-transaction Old Lionsgate Class B Shares. The LG Studios Flip is reflected as of May 6, 2025. Basic and diluted net loss per share for the three and six months ended September 30, 2026 and 2025 is presented below:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions, except per share amounts) | ||||
| Basic and Diluted Net Loss Per Common Share: | ||||
| Numerator: | ||||
| Net loss from continuing operations | $(15.5) | $(111.9) | $(44.3) | $(205.9) |
| Less: Accretion of redeemable noncontrolling interest | (0.2) | (0.3) | (0.6) | (0.3) |
| Net loss from continuing operations after accretion of redeemable noncontrolling interest | (15.7) | (112.2) | (44.9) | (206.2) |
| Net loss from discontinued operations | — | (1.6) | — | (16.5) |
| Net loss attributable to Lionsgate Studios Corp. shareholders after accretion of redeemable noncontrolling interest | $(15.7) | $(113.8) | $(44.9) | $(222.7) |
| Denominator: | ||||
| Weighted average common shares outstanding | 297.6 | 289.2 | 294.6 | 280.8 |
| Basic and diluted net loss per common share - continuing operations | $(0.05) | $(0.39) | $(0.15) | $(0.73) |
| Basic and diluted net loss per common share - discontinued operations | $— | $— | $— | $(0.06) |
| Basic and diluted net loss per common share | $(0.05) | $(0.39) | $(0.15) | $(0.79) |
As a result of the net loss from continuing operations in the three and six months ended September 30, 2026 and 2025, the dilutive effect of the share purchase options, restricted share units (“RSUs”) 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 and six months ended September 30, 2026 totaled 4.8 million and 7.6 million, respectively (three and six months ended September 30, 2025 -1.8 million and 2.1 million, respectively).
Additionally, for the three and six months ended September 30, 2026 and 2025, the outstanding issuable common shares presented below were excluded from diluted net 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 · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Anti-dilutive shares issuable | ||||
| Share purchase options | 7.8 | 17.0 | 7.7 | 17.0 |
| RSUs | 3.9 | 3.6 | 1.9 | 1.9 |
| Other issuable shares | 10.2 | 4.1 | 10.7 | 3.7 |
| Total weighted average anti-dilutive shares issuable excluded from diluted net loss per common share | 21.9 | 24.7 | 20.3 | 22.6 |
- Capital Stock
(a) Common Shares
As of September 30, 2026, the Company has an unlimited number of authorized shares to issue.
(b) Preferred Shares
The Company has 200.0 million authorized shares of preferred stock with no par value. No shares had been issued as of September 30, 2026.
(c) Shareholder Rights Agreement
In connection with the Starz Separation, 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 Agreement. Each Right entitled the holder to purchaseone common share at an exercise price of $32.00. All Rights expired unexercised and unredeemed on May 7, 2026.
(d) Share-based Compensation
Incentive Plans. The Company serves as the sponsor of the Lionsgate Studios Corp. 2025 Performance Incentive Plan (the “Lionsgate 2025 Plan”), as approved by the Board of Directors of the Company. A total of 58 million Lionsgate Common Shares are reserved for issuance pursuant to awards under the Lionsgate 2025 Plan.
The Lionsgate 2025 Plan provides for grants of stock options, share appreciation rights (“SARS”), RSUs, stock bonuses and other forms of equity awards, as well as certain cash bonus awards to directors, officers or employees of the Company or any of its subsidiaries, and certain consultants and advisors to the Company or any of its subsidiaries.
The following table presents the common shares reserved for future issuance as of September 30, 2026:
| September 30,2026 | |
|---|---|
| (Amounts in millions) | |
| Stock options and SARs outstanding | 20.8 |
| RSUs - unvested | 12.1 |
| Common shares available for future issuance | 12.0 |
| Shares reserved for future issuance | 44.9 |
Share-based Compensation Expense. The measurement of all share-based awards uses a fair value method and the recognition of the related share-based compensation expense in the unaudited condensed consolidated financial statements is recorded over the requisite service period. As share-based compensation expense recognized in the Company’s unaudited condensed consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.
The Company recognized the following share-based compensation expense during the three and six months ended September 30, 2026 and 2025:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Share-based compensation expense by type | ||||
| Stock options | $1.5 | $0.2 | $2.7 | $0.3 |
| RSUs | 20.0 | 21.0 | 59.2 | 23.5 |
| SARs | — | 0.1 | — | 0.3 |
| 21.5 | 21.3 | 61.9 | 24.1 | |
| Impact of accelerated vesting of equity awards(1) | 0.5 | 2.0 | 1.4 | 0.9 |
| Total share-based compensation expense | $22.0 | $23.3 | $63.3 | $25.0 |
(1)Represents the expense included in restructuring and other for accelerated vesting of equity awards pursuant to certain severance arrangements.
Share-based compensation expense, by expense category, consisted of the following:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Share-based compensation expense by expense category | ||||
| General and administration | $21.5 | $21.3 | $61.9 | $24.1 |
| Restructuring and other | 0.5 | 2.0 | 1.4 | 0.9 |
| Total share-based compensation expense | $22.0 | $23.3 | $63.3 | $25.0 |
Stock Options and SARs
Stock options and SARs are generally granted at exercise prices equal to or exceeding the market price of the Company’s Common Shares at the date of grant. Substantially all stock options vest ratably overone tofive years from the grant date based on continuous service and expire seven toten years from the date of grant. The Company satisfies stock option exercises with newly issued shares.
The following table summarizes the activities during the six months ended September 30, 2026 related to the Company’s stock options and SARs:
| Number of Shares · Weighted Average Exercise Price(per share) | |||
|---|---|---|---|
| (Amounts in millions, except per share amounts) | |||
| Outstanding as of March 31, 2026 | 16.9 | $14.67 | |
| Granted(1) | 4.5 | $11.07 | |
| Exercised | (0.6) | $10.25 | |
| Forfeited or expired | — | (2) | $20.08 |
| Outstanding as of September 30, 2026 | 20.8 | $14.01 | |
| Vested or expected to vest as of September 30, 2026 | 20.8 | $14.01 | |
| Exercisable as of September 30, 2026 | 16.2 | $14.85 | |
(1)Represents market-based equity awards granted to a certain executive officer of the Company.
(2)Represents less than 0.1 million shares.
Restricted Share Units
RSUs generally vest ratably overone tofive years based on continuous service. The Company satisfies vesting of RSUs with newly issued shares.
The following table summarizes the activities during the six months ended September 30, 2026 related to the Company’s unvested RSUs:
| Number of Shares | Weighted Average Grant Date Fair Value(per share) | |
|---|---|---|
| (Amounts in millions, except per share amounts) | ||
| Unvested as of March 31, 2026 | 15.9 | $6.83 |
| Granted(1) | 7.6 | $11.47 |
| Vested | (11.0) | $7.01 |
| Forfeited or expired | (0.4) | $6.38 |
| Unvested as of September 30, 2026 | 12.1 | $9.60 |
(1)During the six months ended September 30, 2026, the Company granted market-based equity awards to a certain executive officer of the Company consisting of 0.7 million RSUs.
- Income Taxes
The income tax provision for the three and six months ended September 30, 2026 and 2025 was determined by applying the Company’s estimated annual effective tax rate to income (loss) before income taxes for the interim period, adjusted for the tax effects of items that relate discretely to the period, if any. The estimated annual effective tax rate represents the Company’s estimated annual income tax provision divided by its estimated annual income (loss) before income taxes.
The Company’s income tax provision differs from the amount that would result from applying the Canadian federal statutory income tax rate to income (loss) before income taxes. This difference is primarily attributable to the mix of earnings and losses across the various jurisdictions in which the Company operates, the effect of valuation allowances against deferred tax assets in jurisdictions where the Company does not recognize a tax benefit on losses, and certain minimum taxes and foreign withholding taxes. The Company’s income tax provision may also be affected by the overall level of pre-tax income (loss), changes in tax laws and regulations, changes in uncertain tax positions, available tax planning strategies, and other discrete items.
- Restructuring and Other
The restructuring and other line item in the unaudited condensed consolidated statements of operations includes restructuring and severance costs and, when applicable, certain other transactions and costs. In addition, during the three and six months ended September 30, 2026 and 2025, the Company incurred certain unusual charges that were not indicative of normal ongoing operations and were recorded within direct operating expenses in the unaudited condensed consolidated statements of operations. The restructuring and other costs and the unusual charges recorded to direct operating expenses are not included in the Company’s segment operating results.
The following table presents the components of restructuring and other on the unaudited condensed consolidated statements of operations, as well as the unusual charges included within direct operating expenses for the three and six months ended September 30, 2026 and 2025:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Restructuring and other | ||||
| Content and other impairments(1) | $7.3 | $9.8 | $7.3 | $9.8 |
| Severance(2) | 1.7 | 13.1 | 4.0 | 14.8 |
| Transaction and other costs(3) | 0.7 | 2.8 | 1.3 | 5.9 |
| Total restructuring and other | 9.7 | 25.7 | 12.6 | 30.5 |
| Unusual charges recorded within direct operating expenses | ||||
| COVID-19 related charges | — | 1.0 | — | 1.0 |
| Unallocated rent costs(4) | 4.9 | 6.1 | 9.9 | 11.5 |
| Total unusual charges recorded within direct operating expenses | 4.9 | 7.1 | 9.9 | 12.5 |
| Total restructuring and other and other unusual charges recorded within direct operating expenses | $14.6 | $32.8 | $22.5 | $43.0 |
(1)Content and other impairments represent $5.9 million and $8.6 million of development cost write-downs recognized during the six months ended September 30, 2026 and 2025, respectively, related to the restructuring of the Motion Picture and Television Production businesses. In addition, during the three and six months ended September 30, 2026 and 2025, impairment charges were recognized related to certain operating lease right-of-use and leasehold improvement assets within the Television Production segment for facilities no longer expected to be utilized.
(2)Severance costs were primarily related to workforce reduction actions undertaken in connection with restructuring activities, as well as other cost-reduction initiatives that are not reflective of the Company’s ongoing operating activities.
(3)Transaction and other costs primarily related to transaction, integration and legal costs incurred in connection with certain strategic transactions and restructuring activities, as well as costs associated with certain legal matters. For the six months ended September 30, 2025, transaction costs associated with the Starz Separation were excluded as such amounts were classified within discontinued operations.
(4)Amounts represent rent costs for production facilities that were unutilized due to lower demand following the industry strikes.
Changes in the severance liability during the six months ended September 30, 2026 and 2025 were as follows:
| September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| (Amounts in millions) | ||
| Balance at beginning of period | $12.0 | $23.6 |
| Accrual | 2.6 | 13.9 |
| Severance payments | (12.5) | (19.6) |
| Balance as of September 30, 2026(1) | $2.1 | $17.9 |
(1)As of September 30, 2026, the remaining severance liability of approximately $2.1 million is expected to be paid in the next 12 months.
- Segment Information
The Company hastwo reportable business segments as discussed in Note 1: (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. Prior to the Starz Separation, the most significant intersegment transactions were licenses of motion pictures and television programming, including Starz original productions, from the Motion Picture and Television Production segments to the former Media Networks segment. These transactions were included in segment results but eliminated in consolidation. Following the Starz Separation, licensing transactions between the Company and Starz are no longer eliminated in consolidation and are reflected in consolidated results from continuing operations. See Note 2 for details related to the continuing involvement of the Company and Starz and the related impact on revenue. The Company refers to the Motion Picture and Television Production segments collectively as the Studio Business.
The CODM uses segment profit to evaluate the current operating performance of each segment, support future operating plans and forecasts and to allocate resources. Segment profit is defined as segment revenues, less segment direct operating expenses, segment distribution and marketing expenses and segment general and administration expenses. Segment profit excludes, when applicable, corporate general and administrative expenses, restructuring and other costs, share-based compensation, certain content charges as a result of changes in management and/or content strategy, unallocated rent cost and purchase accounting and related adjustments. The Company believes the presentation of segment profit is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the method used by the Company’s CODM.
Segment information for the three and six months ended September 30, 2026 and 2025 is presented in the following table:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Segment revenues(1) | ||||
| Studio Business: | ||||
| Motion Picture | $359.3 | $276.4 | $946.6 | $543.7 |
| Television Production | 309.5 | 198.7 | 498.8 | 487.2 |
| Total Studio Business | 668.8 | 475.1 | 1,445.4 | 1,030.9 |
| Intersegment eliminations | — | — | — | (29.9) |
| $668.8 | $475.1 | $1,445.4 | $1,001.0 | |
| Intersegment revenues | ||||
| Motion Picture | — | — | — | 3.1 |
| Television Production | — | — | — | 26.8 |
| Intersegment eliminations | — | — | — | 29.9 |
| Segment direct operating expenses(2) | ||||
| Studio Business: | ||||
| Motion Picture | 165.8 | 133.8 | 506.3 | 270.5 |
| Television Production | 257.7 | 159.4 | 409.1 | 399.0 |
| Total Studio Business | 423.5 | 293.2 | 915.4 | 669.5 |
| Intersegment eliminations | — | — | — | (42.7) |
| 423.5 | 293.2 | 915.4 | 626.8 | |
| Segment distribution and marketing | ||||
| Studio Business: | ||||
| Motion Picture | 73.9 | 88.7 | 183.8 | 194.5 |
| Television Production | 13.0 | 13.9 | 25.0 | 26.2 |
| Total Studio Business | 86.9 | 102.6 | 208.8 | 220.7 |
| Segment general and administration(2) | ||||
| Studio Business: | ||||
| Motion Picture | 30.9 | 23.4 | 62.9 | 45.8 |
| Television Production | 17.2 | 12.9 | 32.7 | 23.4 |
| Total Studio Business | 48.1 | 36.3 | 95.6 | 69.2 |
| Segment profit(3) | ||||
| Studio Business: | ||||
| Motion Picture | 88.7 | 30.5 | 193.6 | 32.9 |
| Television Production | 21.6 | 12.5 | 32.0 | 38.6 |
| Total Studio Business | 110.3 | 43.0 | 225.6 | 71.5 |
| Intersegment eliminations | — | — | — | 12.8 |
| $110.3 | $43.0 | $225.6 | $84.3 | |
(1)See Note 10 for revenues by media or product line as broken down by segment for the three and six months ended September 30, 2026 and 2025.
(2)The following tables reconcile segment direct operating expenses and general and administration expenses to the total direct operating expenses and general and administrative expenses as presented on the unaudited condensed consolidated statements of operations:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Direct operating expenses | ||||
| Studio Business direct operating expenses | $423.5 | $293.2 | $915.4 | $669.5 |
| Unallocated rent costs(i) | 4.9 | 6.1 | 9.9 | 11.5 |
| COVID-19 related charges | — | 1.0 | — | 1.0 |
| Intersegment eliminations | — | — | — | (42.7) |
| Total direct operating expenses | $428.4 | $300.3 | $925.3 | $639.3 |
(i)Represent rent costs that are not allocated to the Studio Business segments for production facilities unutilized due to lower demand following the industry strikes.
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| General and administration expenses | ||||
| Studio Business general and administrative expenses | $48.1 | $36.3 | $95.6 | $69.2 |
| Corporate general and administrative expenses(i) | 38.3 | 28.9 | 74.2 | 61.0 |
| Share-based compensation expense included in general and administrative expenses | 21.5 | 21.3 | 61.9 | 24.1 |
| Purchase accounting and related adjustments included in general and administrative expenses | 2.4 | 1.6 | 3.5 | 3.9 |
| Total general and administrative expenses | $110.3 | $88.1 | $235.2 | $158.2 |
(i)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 previously incurred in support of the Media Networks segment that did not meet the criteria to be recorded in discontinued operations, see Note 2.
(3)The following table reconciles total segment profit to operating income (loss) as presented on the Company’s unaudited condensed consolidated statements of operations for the three and six months ended September 30, 2026 and 2025:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Total segment profit | $110.3 | $43.0 | $225.6 | $84.3 |
| Corporate general and administrative expenses | (38.3) | (28.9) | (74.2) | (61.0) |
| Adjusted depreciation and amortization(i) | (3.4) | (3.2) | (6.8) | (6.8) |
| Restructuring and other | (9.7) | (25.7) | (12.6) | (30.5) |
| COVID-19 related charges included in direct operating expenses | — | (1.0) | — | (1.0) |
| Unallocated rent costs included in direct operating expenses | (4.9) | (6.1) | (9.9) | (11.5) |
| Adjusted share-based compensation expense(ii) | (21.5) | (21.3) | (61.9) | (24.1) |
| Purchase accounting and related adjustments(iii) | (3.4) | (2.8) | (5.5) | (5.9) |
| Operating income (loss) | 29.1 | (46.0) | 54.7 | (56.5) |
| Interest expense | (57.8) | (67.3) | (114.7) | (135.9) |
| Interest and other income | 17.5 | 3.4 | 22.3 | 7.8 |
| Other gain (loss), net | (1.7) | 3.2 | 2.0 | (13.9) |
| Loss on extinguishment of debt | — | (1.2) | — | (2.2) |
| Gain on investments, net | 0.2 | — | 1.5 | 8.8 |
| Equity interests loss | (0.4) | (1.9) | (0.4) | (3.1) |
| Loss from continuing operations before income taxes | $(13.1) | $(109.8) | $(34.6) | $(195.0) |
(i)Adjusted depreciation and amortization represents total depreciation and amortization, excluding amounts recognized in the purchase accounting and related adjustments line item for the non-cash fair value adjustments of certain acquired assets.
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Depreciation and amortization | $4.4 | $4.4 | $8.8 | $8.8 |
| Less: Amount included in purchase accounting and related adjustments | (1.0) | (1.2) | (2.0) | (2.0) |
| Adjusted depreciation and amortization | $3.4 | $3.2 | $6.8 | $6.8 |
(ii)Adjusted share-based compensation expense represents total share-based compensation, excluding the amounts recognized in restructuring and other that are associated with the accelerated vesting of equity awards pursuant to certain severance arrangements.
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Share-based compensation expense | $22.0 | $23.3 | $63.3 | $25.0 |
| Less: Amount included in restructuring and other | (0.5) | (2.0) | (1.4) | (0.9) |
| Adjusted share-based compensation expense | $21.5 | $21.3 | $61.9 | $24.1 |
(iii)Purchase accounting and related adjustments consist of compensation-related adjustments associated with the noncontrolling equity interests in the distributable earnings of 3 Arts (see Note 9) and the amortization of non-cash fair value adjustments of certain acquired assets. The amounts allocated to each expense category are presented in the table below:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Purchase accounting and related adjustments | ||||
| General and administrative expense | $2.4 | $1.6 | $3.5 | $3.9 |
| Depreciation and amortization | 1.0 | 1.2 | 2.0 | 2.0 |
| Total purchase accounting and related adjustments | $3.4 | $2.8 | $5.5 | $5.9 |
Assets allocated to each segment was as follows as of September 30, 2026 and March 31, 2026:
| September 30,2026 | March 31,2026 | |
|---|---|---|
| (Amounts in millions) | ||
| Assets | ||
| Motion Picture | $2,094.3 | $2,247.2 |
| Television Production | 2,316.3 | 2,288.5 |
| Unallocated assets(1) | 869.5 | 791.4 |
| Total assets | $5,280.1 | $5,327.1 |
(1)Unallocated assets primarily consist of cash, other assets and investments.
- Commitments and Contingencies
Commitments
During the three and six months ended September 30, 2026, other than activities in the ordinary course of business, the Company did not have any material changes in its non-cancellable contractual obligations.
Contingencies
The Company is, from time to time, subject to claims and legal proceedings arising in the ordinary course of business.
An accrued liability for claims and legal proceedings is recorded when a loss is determined to be both probable and reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. Actual losses, if any, may differ from amounts accrued.
As of September 30, 2026, 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 would, individually or in the aggregate, have a material adverse effect on the Company’s financial position, results of operations or cash flows. Notwithstanding the foregoing, see Note 19 for information regarding Canadian income tax reassessments issued to Starz subsequent to September 30, 2026.
- 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 September 30, 2026, the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 33 months from September 30, 2026):
| September 30, 2026 | ||||
|---|---|---|---|---|
| Foreign Currency | Foreign Currency Amount | US Dollar Amount | Weighted Average Exchange Rate Per $1 USD | |
| (Amounts in millions) | (Amounts in millions) | |||
| Euro | 121.5 EUR | in exchange for | 142.7 USD | 0.85 EUR |
| Australian Dollar | 5.7 AUD | in exchange for | 4.0 USD | 1.42 AUD |
| Canadian Dollar | 67.8 CAD | in exchange for | 49.1 USD | 1.38 CAD |
| Pound Sterling | 111.8 GBP | in exchange for | 149.2 USD | 0.75 GBP |
| Hungarian Forint | 4,000.0 HUF | in exchange for | 11.4 USD | 350.57 HUF |
| Thai Baht | 744.3 THB | in exchange for | 22.9 USD | 32.55 THB |
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 unaudited condensed consolidated statements of cash flows.
Designated Cash Flow Hedges. As of September 30, 2026, 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 6 and Note 7):
| Effective Date | Notional Amount | Fixed Rate Paid | Maturity Date |
|---|---|---|---|
| (in millions) | |||
| December 15, 2024 | $125.0 | 3.97% | December 15, 2026 |
| January 31, 2025 | $100.0 | 4.06% | January 31, 2027 |
| February 14, 2025 | $239.3 | 4.10% | February 14, 2027 |
| April 14, 2025 | $86.0 | 3.45% | April 14, 2027 |
| April 14, 2025 | $41.3 | 3.65% | April 14, 2027 |
| July 1, 2025 | $39.4 | 3.59% | June 14, 2027 |
| Total | $631.0 | ||
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 and six months ended September 30, 2026 and 2025:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Derivatives designated as cash flow hedges: | ||||
| Forward exchange contracts | ||||
| Gain (loss) recognized in accumulated other comprehensive income | $1.0 | $(2.2) | $1.3 | $(5.7) |
| Gain reclassified from accumulated other comprehensive income into direct operating expense | $— | $0.1 | $— | $0.1 |
| Interest rate swaps | ||||
| Gain recognized in accumulated other comprehensive income | $0.2 | $0.5 | $1.0 | $0.7 |
| Gain (loss) reclassified from accumulated other comprehensive income into interest expense | $(0.5) | $1.0 | $(1.1) | $1.8 |
| Derivatives not designated as cash flow hedges: | ||||
| Interest rate swaps | ||||
| Gain reclassified from accumulated other comprehensive income into interest expense(1) | $7.0 | $6.7 | $13.9 | $13.3 |
| Total direct operating expense on consolidated statements of operations | $428.4 | $300.3 | $925.3 | $639.3 |
| Total interest expense on consolidated statements of operations | $57.8 | $67.3 | $114.7 | $135.9 |
(1)Represents the amortization of unrealized gains recorded in accumulated other comprehensive loss related to previously terminated interest rate swaps.
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 8). 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 September 30, 2026 and March 31, 2026, there were no outstanding swaps that were subject to a master netting arrangement.
As of September 30, 2026 and March 31, 2026, the Company had the following amounts recorded in the accompanying unaudited condensed consolidated balance sheets related to the Company’s use of derivatives:
| September 30, 2026 | ||
|---|---|---|
| Other Assets (Current) | Other AccruedLiabilities(Current) | |
| (Amounts in millions) | ||
| Derivatives designated as cash flow hedges: | ||
| Forward exchange contracts | $0.4 | $1.8 |
| Interest rate swaps | 0.5 | — |
| Fair value of derivatives | $0.9 | $1.8 |
| March 31, 2026 | ||
|---|---|---|
| Other Assets (Current) | Other AccruedLiabilities(Current) | |
| (Amounts in millions) | ||
| Derivatives designated as cash flow hedges: | ||
| Forward exchange contracts | $— | $2.7 |
| Interest rate swaps | — | 1.6 |
| Fair value of derivatives | $— | $4.3 |
As of September 30, 2026, based on the current release schedule, the Company estimates approximately $0.4 million of gains associated with forward foreign exchange contract cash flow hedges in accumulated other comprehensive income will be reclassified into direct operating expenses during the one-year period ending September 30, 2027.
As of September 30, 2026, the Company estimates approximately $23.3 million of gains associated with interest rate swap agreement cash flow hedges in accumulated other comprehensive loss will be reclassified into interest expense during the one-year period ending September 30, 2027.
- 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 and restricted cash reported in the unaudited condensed consolidated balance sheets to the total amounts reported in the unaudited condensed consolidated statements of cash flows as of September 30, 2026 and March 31, 2026. As of September 30, 2026 and March 31, 2026, restricted cash primarily represented amounts related to required cash reserves for interest payments associated with certain corporate debt and film related obligations.
| September 30,2026 | March 31,2026 | |
|---|---|---|
| (Amounts in millions) | ||
| Cash and cash equivalents | $358.5 | $341.5 |
| Restricted cash included in other current assets | 76.6 | 78.3 |
| Total cash, cash equivalents and restricted cash | $435.1 | $419.8 |
Other Assets
The composition of the Company’s other assets were as follows as of September 30, 2026 and March 31, 2026:
| September 30,2026 | March 31,2026 | |
|---|---|---|
| (Amounts in millions) | ||
| Other current assets | ||
| Prepaid expenses and other | $36.4 | $25.2 |
| Restricted cash | 76.6 | 78.3 |
| Contract assets | 28.4 | 22.1 |
| Tax credits receivable | 238.9 | 236.8 |
| Total other current assets | $380.3 | $362.4 |
| Other noncurrent assets | ||
| Prepaid expenses and other | $17.3 | $15.3 |
| Accounts receivable | 57.9 | 75.3 |
| Contract assets | 4.1 | 4.3 |
| Tax credits receivable | 473.8 | 403.6 |
| Operating lease right-of-use assets | 307.3 | 262.9 |
| Total other noncurrent assets | $860.4 | $761.4 |
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. Under these programs, the Company transfers receivables to purchasers in exchange for cash proceeds that are classified as operating cash flows. Any losses, representing the difference between the net proceeds received (net of any obligations incurred) and the carrying amount of the receivables transferred, are recorded in “other gain (loss)” on the unaudited condensed consolidated statements of operations. The Company continues to service the transferred receivables and receives servicing fees that approximate the fair value of such services. The fees were immaterial for the three and six months ended September 30, 2026 and 2025. The third-party purchasers have no recourse to other assets of the Company for customer non-payment.
The following table presents a summary of the receivables transferred under individual agreements, the proceeds received and any resulting losses incurred during the three and six months ended September 30, 2026 and 2025:
| Three Months Ended · Six Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| (Amounts in millions) | ||||
| Carrying value of receivables transferred and derecognized | $108.3 | $68.8 | $211.0 | $157.2 |
| Net cash proceeds received | $105.8 | $67.1 | $207.1 | $153.7 |
| Loss recorded related to transfers of receivables | $2.5 | $1.7 | $3.9 | $3.5 |
As of September 30, 2026, the Company derecognized $222.6 million (March 31, 2026 - $314.4 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 Loss
The following table summarizes the changes in the components of accumulated other comprehensive loss, net of taxes. During the six months ended September 30, 2026 and 2025, there wasno income tax expense or benefit reflected in other comprehensive income due to the loss tax impact being offset by changes in the Company’s deferred tax valuation allowance.
| Foreign currency translation adjustments | Net unrealized gain (loss) on cash flow hedges | Total | |
|---|---|---|---|
| (Amounts in millions) | |||
| March 31, 2026 | $(36.7) | $80.1 | $43.4 |
| Other comprehensive income (loss) | (5.6) | 2.3 | (3.3) |
| Reclassifications to net loss(1) | — | (12.8) | (12.8) |
| September 30, 2026 | $(42.3) | $69.6 | $27.3 |
| March 31, 2025 | $(22.8) | $95.4 | $72.6 |
| Other comprehensive income (loss) | 12.5 | (5.1) | 7.4 |
| Reclassifications to net loss(1) | — | (15.2) | (15.2) |
| Spin off of the Starz Business | (19.2) | — | (19.2) |
| Elimination of noncontrolling interest(2) | (6.8) | 14.6 | 7.8 |
| September 30, 2025 | $(36.3) | $89.7 | $53.4 |
(1)Primarily represents a gain of $12.8 million included in interest expense on the unaudited condensed consolidated statement of operations in the six months ended September 30, 2026 (six months ended September 30, 2025 - gain of $15.1 million included in interest expense) (see Note 17).
(2)Represents the Legacy Lionsgate Studios noncontrolling interest that was eliminated in connection with the LG Studios Flip (see Note 1).
Supplemental Cash Flow Information
Significant non-cash operating activities during the six months ended September 30, 2026 and 2025 include certain interest rate swap agreements, which are discussed in Note 17.
There were no significant non-cash investing or financing activities for the six months ended September 30, 2026 and 2025.
- Subsequent Events
3 Arts Transaction. In October 2026, the Company completed a transaction with SP Media where SP Media acquired a noncontrolling interest in a newly formed entity solely holding the Company’s equity interest in 3 Arts. The Company still consolidates 3 Arts as it has a controlling interest in this newly formed entity.
Starz Tax Indemnification Arrangement. In connection with the separation of Starz, the Company retained certain indemnification obligations relating to specified pre-separation tax matters. In October 2026, the Canada Revenue Agency (“CRA”) issued notices of reassessment to Starz relating principally to its Canadian income tax return for fiscal 2019 and a consequential fiscal 2022 adjustment. The notices reflect an aggregate assessed amount and maximum potential loss of approximately $110 million, including interest. Based on management’s evaluation of the matter, including the significant defenses available to the Company and advice of external Canadian tax counsel, the Company does not believe a loss to be probable. Accordingly, the Company has not recorded a contingent loss liability related to the reassessments as of September 30, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.