RACHESKY MARK H MD 4
4 · STARZ ENTERTAINMENT CORP /CN/ · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
STARZ (STRZ) 10% Owner Mark H. Rachesky Receives RSU Award
What Happened
- Mark H. Rachesky (reported as a 10% owner) received a grant of 6,488 restricted share units (RSUs) on 2026-05-15. The award is reported on the Form 4 at $0.00 per share (award/grant code A) and will convert to an equal number of common shares upon vesting. The RSUs are scheduled to vest in one annual installment on May 15, 2027 as part of annual director compensation.
Key Details
- Transaction date: 2026-05-15; Form 4 filed: 2026-05-19 (timely filing).
- Transaction type/code: Award/Grant (A); shares reported: 6,488; reported price: $0.00.
- Vesting: payable in common shares in one installment on May 15, 2027.
- Shares owned after transaction: not specified in the material provided.
- Footnotes: F1 confirms these are annual director compensation RSUs; multiple footnotes (F2–F13) describe that many shares are held for various MHR-managed funds/partnerships and that Rachesky and affiliated entities disclaim beneficial ownership except to the extent of pecuniary interest; a Voting & Standstill Agreement is noted (F13).
Context
- This is a compensation grant (not a purchase or sale) and typically reflects director pay rather than a direct trading view of the company. As a reported 10% owner, Rachesky’s holdings are structured through multiple funds and advisor entities — the filing notes these arrangements and associated disclaimers. The RSUs do not immediately create tradable shares until they vest.
Insider Transaction Report
Form 4
RACHESKY MARK H MD
Director10% Owner
Transactions
- Award
Common Shares
[F1]2026-05-15+6,488→ 6,488 total
Holdings
- 22,134
Common Shares
- 471,153(indirect: See Footnotes)
Common Shares
[F13][F2][F3] - 61,886(indirect: See Footnotes)
Common Shares
[F13][F4] - 97,963(indirect: See Footnotes)
Common Shares
[F13][F5][F6] - 246,799(indirect: See Footnotes)
Common Shares
[F13][F7][F8] - 1,678,258(indirect: See Footnotes)
Common Shares
[F13][F9][F10] - 307,173(indirect: See Footnotes)
Common Shares
[F13][F11][F12]
Footnotes (13)
- [F1]Annual director compensation awards. These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in one annual installment on May 15, 2027.
- [F10]Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
- [F11]These shares are held for the account of MHR Institutional Partners IV LP, a Delaware limited partnership ("Institutional Partners IV"). MHR Institutional Advisors IV LLC, a Delaware limited liability company ("Institutional Advisors IV") is the general partner of Institutional Partners IV. Dr. Rachesky is the managing member of Institutional Advisors IV. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners IV pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners IV. MHR Holdings is the managing member of Fund Management. (Continued to footnote 12)
- [F12]Accordingly, Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners IV. Each of Institutional Advisors IV, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
- [F13]The shares reported as owned on this Form 4 do not include the shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Ventures Limited, a limited company organized under the laws of England and Wales, Liberty Global Ltd., Bermuda exempted company limited by shares, Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales, Warner Bros. Discovery, Inc., a Delaware corporation, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, Institutional Partners IV and Fund Management, but as to which they have no pecuniary interest.
- [F2]These shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued to footnote 3)
- [F3]Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
- [F4]These shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
- [F5]These shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. (Continued to footnote 6)
- [F6]Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners II. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
- [F7]These shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. (Continued to footnote 8)
- [F8]Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Institutional Partners IIA. Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
- [F9]These shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management is an affiliate of, and has an investment management agreement with, Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued to footnote 10)
Signature
/s/ Janet Yeung as attorney in fact|2026-05-19