Item 5. Other Information
ITEM 5. OTHER INFORMATION
There were no adoptions or terminations of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended June 30, 2025 intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”). Nor did any of our directors or officers adopt or terminate a “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K for the three months ended June 30, 2025.
47
Table of Contents
STARZ ENTERTAINMENT CORP.
ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date / Period End Date
2.1 Arrangement Agreement, dated as of January 29, 2025, by and among Lions Gate Entertainment Corp., Lionsgate Studios Holding Corp., Lionsgate Studios Corp., and LG Sirius Holdings ULC.
8-K 2.1 May 7, 2025
2.2 Amendment No. 1 to Arrangement Agreement, dated as of March 12, 2025, by and among Lions Gate Entertainment Corp., Lionsgate Studios Holding Corp., Lionsgate Studios Corp., and LG Sirius Holdings ULC.
8-K 2.2 May 7, 2025
3.1 Articles of Starz Entertainment Corp.
8-K 3.1 May 7, 2025
3.2 Notice of Articles of Starz Entertainment Corp.
8-K 3.2 May 7, 2025
4.1 Indenture, dated as of April 1, 2021, by and among Lions Gate Capital Holdings, LLC the Guarantors named therein, and Deutsche Bank Trust Company, as Trustee.
8-K 4.1 May 7, 2025
4.1.1 Supplemental Indenture No. 1, dated as of June 29, 2021.
8-K 4.1.1 May 7, 2025
4.1.2 Supplemental Indenture No. 2, dated as of October 31, 2021.
8-K 4.1.2 May 7, 2025
4.1.3 Supplemental Indenture No. 3, dated as of March 15, 2022.
8-K 4.1.3 May 7, 2025
4.1.4 Supplemental Indenture No. 4, dated as of July 21, 2022.
8-K 4.1.4 May 7, 2025
4.1.5 Supplemental Indenture No. 5, dated as of January 12, 2023.
8-K 4.1.5 May 7, 2025
4.1.6 Supplemental Indenture No. 6, dated as of June 21, 2023.
8-K 4.1.6 May 7, 2025
4.1.7 Supplemental Indenture No. 7, dated as of May 6, 2025.
8-K 4.1.7 May 7, 2025
4.1.8 Supplemental Indenture No. 8, dated as of March 29, 2024.
8-K 4.1.8 May 7, 2025
4.1.9 Supplemental Indenture No. 9, dated as of April 23, 2024.
8-K 4.1.9 May 7, 2025
4.1.10 Supplemental Indenture No. 10, dated as of May 8, 2024.
8-K 4.1.10 May 7, 2025
4.1.11 Supplemental Indenture No. 11, dated as of May 13, 2024.
8-K 4.1.11 May 7, 2025
4.1.12 Supplemental Indenture No. 12, dated as of September 25, 2024.
8-K 4.1.12 May 7, 2025
4.1.13 Supplemental Indenture No. 13, dated as of December 31, 2024.
8-K 4.1.13 May 7, 2025
4.1.14 Supplemental Indenture No. 14, dated as of February 3, 2025.
8-K 4.1.14 May 7, 2025
4.1.15 Supplemental Indenture No. 15, dated as of February 3, 2025.
8-K 4.1.15 May 7, 2025
4.1.16 Supplemental Indenture No. 16, dated as of April 3, 2025.
8-K 4.1.16 May 7, 2025
10.1 Separation Agreement, dated as of May 6, 2025, by and among Lions Gate Entertainment Corp., Lionsgate Studios Holding Corp., Lionsgate Studios Corp., and LG Sirius Holdings ULC.
8-K 10.1 May 7, 2025
10.2 Transition Services Agreement, dated as of May 6, 2025, by and between Starz Entertainment, LLC and Lions Gate Entertainment, Inc.
8-K 10.2 May 7, 2025
10.3 Employee Matters Agreement, dated as of May 6, 2025, by and among Lionsgate Studios Holding Corp., Lionsgate Studios Corp., LG Sirius Holdings ULC and Lions Gate Entertainment Corp.
8-K 10.3 May 7, 2025
10.4 Tax Matters Agreement by and between Lions Gate Entertainment Corp. and Lionsgate Studios Holding Corp.
8-K 10.4 May 7, 2025
10.5 Amendment to Tax Matters Agreement, dated as of May 6, 2025, by and between Lions Gate Entertainment Corp. and Lionsgate Studios Holding Corp.
8-K 10.5 May 7, 2025
10.6 Form of Sponsor Option Agreement by and among Screaming Eagle Acquisition Corp, Eagle Equity Partners V, LLC and SEAC II Corp.
8-K 10.6 May 7, 2025
10.7 Amendment to Sponsor Option Agreement, dated as of May 6, 2025, by and among Lionsgate Studios Holding Corp. and Eagle Equity Partners V, LLC.
8-K 10.7 May 7, 2025
10.9 Voting Agreement, dated as of May 6, 2025, by and among Starz Entertainment Corp., Lionsgate Studios Corp., Liberty Global Ventures Limited, Discovery Lightning Investments LTD., MHR Fund Management, LLC, Liberty Global LTD., Warner Bros. Discovery, Inc. and Mammoth Funds (as defined therein).
8-K 10.9 May 7, 2025
10.1 Registration Rights Agreement, dated as of May 6, 2025, by and among Starz Entertainment Corp. and the MHR Group (as defined therein).
8-K 10.1 May 7, 2025
10.11 Registration Rights Agreement, dated as of May 6, 2025, by and between Starz Entertainment Corp. and Discovery Lightning Investments Ltd.
8-K 10.11 May 7, 2025
10.12 Registration Rights Agreement, dated as of May 6, 2025, by and between Starz Entertainment Corp. and Liberty Global Incorporated Limited.
8-K 10.12 May 7, 2025
10.13 Investor Rights Agreement, dated as of May 6, 2025, by and among Starz Entertainment Corp., MHR Fund Management, LLC, Liberty Global Ventures Limited, Discovery Lightning Investments LTD., Liberty Global LTD., Warner Bros Discovery, Inc. and Mammoth Funds.
8-K 10.13 May 7, 2025
48
Table of Contents
STARZ ENTERTAINMENT CORP.
10.14 Credit and Guarantee Agreement, dated as of May 6, 2025, among Starz Capital Holdings LLC, as borrower, the guarantors party thereto, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as administrative agent.
8-K 10.14 May 7, 2025
10.24* Form of Starz Entertainment Corp. 2025 Performance Incentive Plan.
8-K 10.22 May 7, 2025
10.26 Credit and Guarantee Agreement, dated as of May 6, 2025, among Starz Capital Holdings LLC, as borrower, the guarantors party thereto, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as administrative agent.
8-K 10.14 May 8, 2025
10.28 Amended and Restated Advisory Services Agreement as of May 6, 2025 between Michael Burns and Starz Entertainment Corp.
10-K 10.28x June 26, 2025
31.1x Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2x Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1xx Certification of CEO and CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101x The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Equity (Deficit), (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104x The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (formatted as Inline XBRL and contained in Exhibit 101).
* Management contract or compensatory plan or arrangement.
x Filed herewith
xx Furnished herewith and not deemed to be "filed" for purposes of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act, or the Exchange Act, irrespective of any general incorporation language contained in such filing.
49
Table of Contents
STARZ ENTERTAINMENT CORP.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on August 14, 2025.
STARZ ENTERTAINMENT CORP.
By: /s/ SCOTT MACDONALD
Scott Macdonald
Chief Financial Officer
50
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.