UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March 31~~April 9, 2025

Lionsgate Studios Corp.

(Exact name of registrant as specified in charter)

British Columbia, Canada(State or Other Jurisdiction of Incorporation)

(State or Other Jurisdiction of Incorporation)

1-141203

N/A

(Commission

File Number)

(IRS Employer

Identification No.)

(Address of principal executive offices)

250 Howe Street, 20th Floor

Vancouver, British Columbia V6C 3R8

and

2700 Colorado Avenue

Santa Monica, California 90404

Registrant’s telephone number, including area code: (877) 848-3866

No Change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol(s)

Name of Each Exchange

on Which Registered

Common Shares, no par value per share

LION

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On September 30 2024, certain subsidiaries~~ (~~the “Borrower Subsidiaries”~~e) ofCompensatory ~~Lionsgate~~Arrangements Studios Corp. (the “Company”) entered into a senior secured amortizing term credit facility (the “LG IP Credit Facility”) secured by a security interest in collateral that included intellectual property rights primarily associated with certain library titles (the “Collateral”), pursuant to that certain Credit, Security and Pledge Agreement (the “Agreement”) by and among the Borrower Subsidiaries, the direct parent of ~~such~~Certain Borrower Subsidiaries, certain lenders party thereto, Fifth Third Bank, a National Association, as administrative agent and joint lead arranger, East West Bank, as reserve deposit agent, Zions Bankcorporation, NOfficers.A. (d/b/a California Bank & Trust) and First-Citizens Bank & Trust Company as co-documentation agents, and Western Alliance Bank as joint lead arranger. At September 30, 2024, the maximum principal amount of the LG IP Credit Facility was $455.0 million, subject to the amount of Collateral available, which is based on the valuation of unsold rights from library titles. The LG IP Credit Facility is subject to quarterly required principal payments of 2.5% of the applicable aggregate outstanding principal amount, beginning February 14, 2025, with the balance payable at maturity. Advances under the LG IP Credit Facility bear interest at a rate equal to Term SOFR plus 2.25% per annum. The LG IP Credit Facility matures on September 30, 2029.

On ~~November~~April 59, ~~2024~~2025, Lions Gate Entertainment Corp. (“Lions Gate”), the ~~Agreement~~controlling ~~was~~shareholder ~~amended~~of Lionsgate Studios Corp. (“LG Studios”), disclosed that it had entered an amendment to Lions Gate’s employment agreement with Bruce Tobey, Lions Gate’s Executive Vice President and ~~restated~~General Counsel (the “~~Amended~~ Agreement”), to ~~include~~extend anthe ~~additional~~term ~~Borrower~~of ~~Subsidiary~~the Agreement by two years through March 31, 2028 and approve certain changes in his compensation as set forth in the Amendment to ~~increase~~Employment Agreement attached hereto (the ~~maximum~~“Amendment”). ~~principal~~The ~~amount~~following summary is qualified in its entirety by the provisions of the LGAgreement, IPwhich ~~Credit~~was ~~Facility~~filed toas ~~$720~~Exhibit 10.020 to Lions Gate’s Annual Report on Form 10-K for its fiscal year ended March ~~million~~31, 2023, filed with the SEC on May 25, 2023, and by the Amendment filed herewith.

OnPursuant ~~December~~to the Amendment, effective as of April 91, ~~2024~~2025, Mr. Tobey will receive an annual base salary of $1,200,000, and his target annual bonus will be 85% of his base salary, with the ~~parties~~amount toof the ~~Amended~~bonus ~~Agreement~~to ~~entered~~be ~~into~~determined ~~Amendment~~at ~~No. 1~~the discretion of the Compensation Committee (the “~~Amendment~~Committee”) 1of the Board of Directors of Lions Gate in consultation with Lions Gate’s Chief Executive Officer (the “CEO”). ~~which~~Mr. Tobey ~~increased~~will also continue to be eligible for annual equity awards pursuant to the ~~maximum~~Agreement ~~principal~~(the ~~amount~~“Annual ofGrants”), with the LGaggregate IPgrant ~~Credit~~date ~~Facility~~value of each Annual Grant to be $~~850.0~~1,200,000, effective as of April ~~million~~1, 2025.

OnIn ~~March~~addition to the compensation described above, the Agreement provides for Mr. 31Tobey to participate in Lions Gate’s benefit programs and perquisites for executives at his level, ~~2025~~as those arrangements are in place from time to time. The Agreement provides for Mr. Tobey to receive Annual Grants during the term of the Agreement, subject in each case to approval by the ~~parties~~Committee and Mr. Tobey’s continued employment through the applicable grant date, with each Annual Grant to have the ~~Amended~~aggregate ~~Agreement~~grant ~~entered~~date ~~into~~value ~~Amendment~~indicated 2above and to consist of restricted share units (“~~Amendment 2~~RSUs”) ~~which~~and/or ~~increased~~stock options (or stock appreciation rights) as determined by the ~~maximum~~Committee. ~~principal~~The ~~amount~~awards that comprise each Annual Grant will generally have a three-year vesting period, subject to such time-based and performance-based vesting requirements as determined by the Committee. The number of shares subject to each of the LGawards IPcomprising ~~Credit~~an ~~Facility~~Annual Grant will be determined, in the case of RSU awards, by dividing the dollar value allocated to $1the award by the closing price of Lions Gate’s shares on the grant date and, in the case of options and similar awards, by dividing the dollar value allocated to the award by the ~~billion~~per-share value of the award as of the grant date based on the methodology then used by Lions Gate to value options and similar awards for financial statement purposes. The Agreement also provides that Annual Grants in the form of RSUs may be settled in cash, shares, or a combination thereof, as determined by the Committee.

The ~~foregoing~~Agreement ~~descriptions~~also ofprovides that, if Mr. Tobey’s employment is terminated by Lions Gate without cause (as defined in the Agreement), ~~Amended~~he ~~Agreement~~would ~~and~~be ~~Amendment~~entitled 1to ~~are~~a ~~not~~severance ~~intended~~payment equal to bethe ~~complete~~greater of (1) 50% of his base salary for the remainder of the term of the Agreement and ~~are~~(2) ~~qualified~~18 months of his base salary, as well as a prorated discretionary bonus for the fiscal year in ~~their~~which ~~entirety~~his bytermination ~~reference~~occurs and payment of his COBRA premiums for up to ~~the~~18 ~~documents~~months. However, ~~copies~~if such a termination of ~~which~~Mr. Tobey’s ~~were~~employment ~~attached~~by Lions Gate without cause occurs within 12 months after a change in control or a change in management (as ~~Exhibit~~such ~~10.1~~terms are defined in the Agreement), ~~Exhibit~~or 10if Mr.2 Tobey ~~and~~terminates ~~Exhibit~~his ~~10.3,~~employment ~~respectively~~for good reason (as defined in the Agreement) during such period, he would be entitled to a severance payment equal to the ~~Company’s~~greater ~~Current~~of ~~Report~~(1) on100% ~~Form~~of ~~8-K~~his ~~filed~~base ~~with~~salary for the ~~Securities~~remainder of the term and ~~Exchange~~(2) ~~Commission~~18 onmonths ~~December 16,~~of ~~2024~~his base salary, in addition to the prorated discretionary bonus and ~~are~~payment ~~incorporated~~of byCOBRA ~~reference~~premiums ~~herein~~noted above.

~~The~~In ~~foregoing~~addition, ~~description~~if Mr. Tobey’s employment is terminated by Lions Gate without cause (or if he resigns for good reason within 12 months following a change in control or a change in management), (1) any portion of ~~Amendment~~his 2then-outstanding isAnnual ~~not~~Grants ~~intended~~that is scheduled to vest within 12 months following his termination date will accelerate and be ~~complete~~fully vested on his termination date, and (2) fifty percent of any portion of his then-outstanding Annual Grants that is ~~qualified~~scheduled to vest more than 12 months and less than 24 months following his termination date will accelerate and be fully vested on his termination date. If a change in ~~its~~control ~~entirety~~of Lions Gate occurs and Mr. Tobey’s employment is terminated by ~~reference~~Lions toGate without cause on or within 12 months after the ~~document~~change in control, (a) his ~~copy~~then-outstanding Annual Grants will accelerate and be fully vested on his termination date and (b) Mr. Tobey will be entitled to receive a payment equal to 50% of ~~which~~the value of each Annual Grant that has not previously been granted and is ~~attached~~otherwise ~~hereto~~scheduled asto ~~Exhibit~~be ~~10.1~~granted after his termination date under the terms of the Agreement, with the value of each Annual Grant for these purposes to be based on the grant date value of the award noted above and ~~incorporated~~such bypayment ~~reference~~to ~~herein~~be made in cash or, at Lions Gate’s election, in shares.

~~Item~~If 2Mr.~~03.~~ Tobey’s ~~Creation~~employment is terminated at the end of athe ~~Direct~~term ~~Financial~~of ~~Obligation~~the Agreement because Lions Gate does not offer to extend the term or anoffers ~~Obligation~~to ~~Under~~extend anthe ~~Off~~term on terms that would constitute “good reason” under the Agreement, Mr. Tobey would be entitled to a severance payment equal to 12 months of his base salary, in addition to the prorated discretionary bonus and payment of COBRA premiums noted above, and any portion of his then-~~Balance~~outstanding ~~Sheet~~Annual ~~Arrangement~~Grants that is scheduled to vest within 12 months following his termination date will accelerate and be fully vested at the end of the term. If Mr. Tobey’s employment terminates due to his death or disability, Lions Gate would pay a ~~Registrant~~prorated discretionary bonus for the fiscal year in which his termination occurs, and any portion of his then-outstanding Annual Grants that is scheduled to vest within 24 months following his termination date will accelerate and be fully vested on his termination date.

~~The~~Mr. Tobey’s ~~information~~right ~~set~~to ~~forth~~receive the severance payments, accelerated vesting, and other severance benefits under ~~Item~~his ~~1.01~~employment agreement described above is ~~incorporated~~subject byto ~~reference~~his ~~into~~execution ~~this~~of ~~Item~~a 2release of claims in favor of Lions Gate.~~03.~~

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 1, 2025, the Listing Qualifications Staff of The Nasdaq Global Select Market LLC (“Nasdaq”) provided written notice (the “Notice”) to the Company that it was not in compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G) (the “Rules”), which require the

Company to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. The Company has until May 16, 2025, which is 45 days from the date of the Notice, to submit a plan to regain compliance and, if Nasdaq accepts the plan, it may grant up to 180 calendar days from the fiscal year end, or until September 29, 2025, for the Company to regain compliance for continued listing. In connection with the proposed separation of the Studios and Starz Businesses of Lions Gate Entertainment Corp. (the “Transactions”), the Company’s common shares will be delisted from Nasdaq. If the Transactions are not approved, the Company will seek to regain compliance with the Rules by holding an annual meeting. The Notice has no immediate effect on the listing of the Company’s securities on Nasdaq.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

ExhibitNo.		Description
10.1		Amendment to Employment Agreement, dated as of April 9, 2025, between Lions Gate Entertainment Corp. and Bruce Tobey
10.1†		Amendment No. 2 to the Amended and Restated Credit, Security and Pledge Agreement dated as of March 31, 2025 with the borrowers, lenders and parents referred to therein, Fifth Third Bank, a National Association, as administrative agent and a joint lead arranger, East West Bank, as reserve deposit agent, City National Bank, Axos Bank, Flagstar Bank, N.A., First-Citizens Bank & Trust Company and Zions Bankcorporation, N.A. (d/b/a California Bank & Trust) as co-documentation agents, and Western Alliance Bank, Truist Bank, TCBI Securities, Inc. and Wells Fargo Bank, N.A., as joint lead arrangers, and Bank of Hope, Sunflower Bank and Preferred Bank as co-manager.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

† Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 4 10, 2025


LIONSGATE STUDIOS CORP.

By:		/s/ James W. Barge
Name:		James W. Barge
Title:		Chief Financial Officer

Filing Compare · Lionsgate Studios Holding Corp.