STRZ US Equity☆

ITEM 1A. RISK FACTORS.

You should carefully consider the following risks as well as other information included in, or incorporated by reference into this Form 10-K. The risk and uncertainties described below are not the only ones facing the Company; additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business. If any of these risks and uncertainties occur, they could adversely affect our business, financial condition, operating results, liquidity and prospects.

Risks Related to our Business

Starz is a smaller, less diversified company than its predecessor Old Lionsgate was, with a different financial profile.

Starz is a smaller, less diversified company than its predecessor Lionsgate was, with a business concentrated on the distribution of premium subscription video services. As a result, Starz is dependent on its ability to develop and distribute programming that resonates with viewers and results in subscribers for its service and may be more vulnerable to changing market conditions, which could have a material adverse effect on Starz’s businesses, financial condition and results of operations. In addition, the diversification of revenue, costs, and cash flows is diminished compared to its predecessor Lionsgate, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. Starz may also lose capital allocation efficiency and flexibility, as the Starz Business will no longer be able to use cash flow from the LG Studios Business.

Starz will incur costs and expenses under the Transition Services Agreement entered into as part of the Separation and will incur other costs and expenses associated with being a public company during the twelve-month period following the completion of the Separation and beyond, including costs associated with certain tax and compliance filings.

While Starz believes that it will have sufficient cash and cash equivalents (including cash from operations to fund its operations) for the foreseeable future, Starz may also seek additional funds from third-party sources in the future, including traditional bank financing, other secured or unsecured indebtedness, or the issuance of equity and/or debt securities. However, these alternatives may not be available to Starz on attractive terms, in the amounts needed, or at all. The decision to obtain additional capital will depend on, among other things, Starz’s business plans, operating performance and condition of the capital markets. Rising interest rates or any disruption in the capital markets could make it more difficult and expensive for Starz to raise additional capital or refinance its existing indebtedness. If Starz raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of its common shares, and Starz’s shareholders may experience dilution. Any large equity or equity-linked offering could adversely affect Starz’s share price.

Starz could experience temporary interruptions in business operations and incur additional costs as it builds its information technology infrastructure and transitions its data to its own systems.

Starz is in the process of creating its own, or engaging third parties to provide, information technology infrastructure and systems to support its critical business functions, including accounting and reporting, in order to enhance or replace those systems previously provided to it by Old Lionsgate. The failure to implement these new systems and transition data successfully and cost-effectively could disrupt Starz’s business operations and have a material adverse effect on its profitability. In addition, Starz’s costs for the operation of these systems may be higher than the amounts reflected in the historical combined financial statements of the Starz Business.

The accounting and other management systems and resources of Starz may not be adequately prepared to meet the financial reporting and other requirements to which Starz is subject as a public company.

Compliance with the reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act, will place significant demands on Starz’s management and administrative and operational resources, including accounting resources, some of which were previously supported by Old Lionsgate’s management. Moreover, to comply with these requirements, it is anticipated that Starz will need to migrate certain of its systems, including information technology and human resources systems, implement additional financial and management controls, reporting systems and procedures and may need to hire additional legal, accounting and finance staff. It is expected that Starz will incur additional annual expenses related to these activities, and those expenses may be significant. Starz is in the process of creating its own, or engaging third parties to provide, accounting, reporting, and other management systems to support its critical business functions in order to enhance or replace those systems provided to it by Old Lionsgate. Any

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inability to implement the new systems and transition data successfully and cost-effectively could disrupt Starz’s business operations and adversely impact its profitability. If Starz is unable to upgrade its financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, its ability to comply with its financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired. Any failure to achieve and maintain effective internal controls could have a material adverse effect on Starz’s business, financial condition, results of operations and cash flow.

Starz faces risks related to the restructuring of its business, which have affected and may continue to affect the value of its assets.

As a result of changes in the media and entertainment industry and their impact on Starz, Starz has restructured its operations. For example, in the fiscal year ended March 31, 2023, Starz began a plan to restructure its international LIONSGATE+ business, which included the over-the-top distribution of Starz’s LIONSGATE+ branded premium subscription video services outside the U.S. and Canada. In connection with these restructuring activities, Starz performed a strategic review of content performance across all its platforms both in the U.S. and international territories, resulting in certain programming being removed from those platforms and written down to fair value. Starz incurred impairment charges from the inception of the plan through March 31, 2025, amounting to approximately $457.0 million which were reflected in net income (loss) from continuing operations (impairment charges from the inception of the plan through March 31, 2025, included in discontinued operations amounted to approximately $476.4 million).

Changes in macroeconomic conditions, changes in consumer behavior and consumer consumption levels of our content may result in further restructurings and may further impair the value of Starz assets. When these changes or events occur, Starz has historically needed and may in the future need to write down the value of its assets, including further write downs of programming content, net, which has a balance of $1,096.3 million as of March 31, 2025.

As of March 31, 2025, the carrying value of Starz’s definite-lived intangible assets, including customer relationships associated with U.S. MVPDs, including cable operators, satellite television providers and telecommunications companies was $816.0 million. The asset group including amortizable intangible assets is tested for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount of the asset may not be recoverable. For the fiscal year ended March 31, 2025, no indicators of impairment were identified. For the fiscal year ended March 31, 2024, due to changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption, we performed an impairment analysis of the amortizable intangible assets due to changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption. Based on Starz’s impairment analysis, the estimated undiscounted cash flows exceeded the carrying amount of the assets and therefore no impairment charge was required. Should a review indicate a write down to fair value is required, any such charge could be material to Starz’s reported net earnings in a given reporting period.

Starz’s efforts to attract and retain subscribers may not be successful, which may adversely affect its business, financial condition, results of operations and cash flows.

Starz’s ability to continue to attract and retain subscribers will depend in part on its ability to consistently provide compelling content choices, effectively market its services, as well as provide a quality user experience for its subscribers. Furthermore, its competitors’ relative service levels, content offerings, pricing and related features may adversely affect Starz’s ability to attract and retain subscribers. For example, in the future, it is possible that prices for Starz services may increase, which could result in subscribers cancelling their subscriptions or potential subscribers not choosing to sign up for its services. Subscribers cancel their subscriptions for many reasons, including a perception that they do not use the service sufficiently, that a particular program they subscribed for has ended, that they need to cut household expenses, the end of a promotional period, dissatisfaction with content, a preference for competitive services, and customer service issues that they believe are not satisfactorily resolved. Adverse economic conditions, including global pandemics, inflation or a recession, may also adversely affect Starz’s ability to attract and retain subscribers.

Starz incurs significant advertising and marketing expenditures to attract and retain subscribers, and retention of those subscribers is important to its business model. Starz continually seeks to add new subscriptions both to replace canceled subscriptions and to grow beyond its current subscription base. If excessive numbers of subscribers cancel its services, Starz may be required to incur significantly higher advertising and marketing expenditures than it currently anticipates to replace these subscribers with new subscribers. If Starz is unable to successfully compete with current and new competitors in both retaining its existing subscriptions and attracting new subscriptions, it could adversely affect Starz’s business, financial condition, results of operations, and cash flows.

Starz’s business depends on viewer preferences, which are difficult to predict.

Starz’s success depends, in part, upon popularity, viewer preferences and audience acceptance of its content. These preferences are subject to influences such as the critical acclaim of its content, the format in which content is released, the

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talent involved, the genre and specific subject matter of its content, audience reaction to its content, the quality and acceptance of content that its competitors release into the marketplace, the availability of alternative forms of entertainment (including user-generated content) and leisure activities, general economic conditions and other tangible and intangible factors. These influences are difficult to predict and in some cases are subject to influences beyond its control. Starz may not be able to anticipate and react effectively to shifts in tastes and interests. A change in viewer preferences could cause Starz’s programming to decline in popularity, which could adversely affect the terms of its affiliation agreements with distributors or jeopardize their renewal. Reduced popularity of its programs or negative publicity associated with its content or brands may decrease its audience share and viewer reach and could have a material adverse effect on its business, financial condition and results of operations.

To an increasing extent, the success of Starz depends on exclusive original programming and its ability to accurately predict how audiences will respond to its original programming. Starz must invest substantial amounts in the development, production, and marketing of its original programming before it learns whether such content will reach anticipated audience acceptance levels. Because original programming often involves a greater degree of financial commitment, as compared to existing programming acquired from third parties, and because Starz’s branding strategies depend significantly on a relatively small number of original series, a failure to correctly anticipate viewer preferences for such series could be especially detrimental to Starz’s business.

Starz’s success depends upon the availability of quality programming in a highly competitive marketplace, and it may be unable to secure or maintain such programming.

Starz’s success depends upon the availability of quality video programming, particularly original television programming and films, which are suitable for its target markets. Starz believes that a positive reputation concerning its service is important in attracting and retaining subscribers. Starz obtains most of its programming through agreements with third parties that have produced or control the rights to such programming. The market for video programming is intensely competitive and subject to rapid change. Starz competes with other programming services, including cable television, national and local broadcast television, and digital streaming services to secure desired programming. Some content providers resist licensing their content to third parties, such as Starz, which may impede its ability to secure desired programming.

Increased competition may drive up talent and production costs and has required Starz to increasingly commit to “straight-to-series" orders for programming instead of pilot orders. The increased financial commitment for a straight-to-series order also could increase the risks associated with such an order. For example, if a program ordered as a straight-to-series order does not meet anticipated production or quality standards or is otherwise not accepted by audiences, more costly revisions to the programming may be necessary. In addition, many of Starz’s competitors have greater capital resources, and therefore may be able to have greater amounts of available content and/or outbid it for projects and talent (including through the use of exclusive first-look arrangements), and may be able to copy Starz’s successful programming strategies to its detriment or react more quickly than it can to shifts in tastes and interests. Starz also faces increased costs for programming as the result of recent renegotiation of major collective bargaining agreements.

To the extent Starz begins to produce original programming directly rather than through third party production companies, Starz will be responsible for production costs and related expenses directly, including costs relating to talent retention, and such activity will require significant resources and management attention. Our productions may be directly impacted by future negotiations and renewals of entertainment industry collective bargaining agreements, changes to various applicable tax credit regimes, and the potential imposition of U.S. tariffs on international productions. As both a producer and distributor of content, we will face potential liability for negligence, intellectual property infringement, and other similar or related claims based on the nature and content of the materials we acquire, create or distribute.

Starz cannot assure you that it will ultimately be successful in negotiating renewals of its programming license agreements or in negotiating adequate substitute agreements. If these agreements expire or are terminated and are not replaced by licenses to programming content, including additional original programming, acceptable to its distributors and subscribers, it could have a material adverse effect on Starz’s business, financial condition, results of operations and cash flows.

Starz depends on distributors that carry its programming, and no assurance can be given that Starz will be able to maintain and renew these affiliation agreements on favorable terms or at all.

Starz currently distributes programming through affiliation agreements with many distributors, including Altice, Amazon, Charter, Comcast, Cox, DIRECTV, DISH Network, Hulu and Verizon. These agreements are scheduled to expire at various dates through 2028. The largest distributors can have significant leverage in their relationships with certain programmers, including Starz. Moreover, subscription streaming services and other technological innovations have changed when, where and how audiences consume video content. These changes pose risks to the traditional television

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industry, including the disruption of the traditional television content distribution model. In part as a result of these changes, over the past few years, the number of subscribers to traditional multichannel video programming distributors in the U.S. has declined, placing additional cost pressure on the traditional multichannel video programming distributor relationships with their programmers, including Starz. These changes and consolidations in the industry may provide distributors additional leverage in negotiating their affiliation agreements with Starz, which may result in less favorable terms to Starz, including fee reductions.

The renewal negotiation process for affiliation agreements is typically lengthy. In certain cases, renewals are not agreed upon prior to the expiration of a given agreement, and therefore, the distributor could suspend or terminate carriage of Starz programming or the programming could continue to be carried by the relevant distributor pursuant to the terms and conditions in the expired affiliation agreement. It is possible that Starz may be unable to obtain renewals with its current distributors on as favorable terms, if at all. It is also possible that Starz may be unable to successfully negotiate affiliation agreements with new distributors to carry its programming. Some distributors may even decide to exit the video delivery sector entirely. The failure to renew affiliation agreements on as favorable terms, or the failure to negotiate new affiliation agreements at all, could result in a discontinuation of carriage, or could otherwise impair Starz’s subscriber growth, revenue and earnings which could have a material adverse effect on its business, financial condition and results of operations.

Starz relies on a few major distributors and the loss of any of those could reduce its revenue and operating results.

Although Starz currently distributes programming through affiliation agreements with many distributors, including Altice, Amazon, Charter, Comcast, Cox, DIRECTV, DISH Network, Hulu and Verizon, a few major distributors account for a material percentage of Starz’s revenue. In the fiscal year ended March 31, 2025, Starz generated 29.7% of its revenue from Amazon.com, Inc. and its subsidiaries. Starz cannot assure you that it will maintain favorable relationships with its distributors, that its offerings will continue to be attractive to distributors, or that it or they will not be adversely affected by economic conditions, including as a result of global pandemics, inflation or a recession.

Starz depends, in part, on distributors to market and present its services, the lack of which may result in reduced customer demand.

At times, certain of Starz’s distributors do not allow it to participate in marketing campaigns or other promotional activities to market its services or may not surface or position Starz favorably on their platforms. Starz’s inability to participate in the marketing of its services or limited discoverability on distributor platforms may put it at a competitive disadvantage. If Starz’s distributors do not sign-up new subscribers to Starz’s services, Starz may lose subscribers, which could have a material adverse effect on its business, financial condition, results of operations and cash flows.

Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect Starz’s business, financial condition, results of operations or cash flows.

Starz’s success depends on its ability to anticipate and adapt to shifting content consumption patterns. Technology and business models in Starz’s industry, and the ways in which viewers consume content, continue to evolve, and new distribution platforms, as well as increased competition from new entrants and emerging technologies, have added to the complexity of maintaining predictable revenue. This trend has impacted certain traditional television distribution models, as demonstrated by industry wide declines in broadcast and cable ratings and declines in cable, direct broadcast satellite and telco television subscribers (i.e., “cord cutting”).

Developments in technology and new content delivery products and services have also led to an increased amount of video content, as well as changes in consumers’ expectations regarding the availability of video content and their willingness to pay for access to such content. These changes include the increase in the number of advertising-supported video on demand services or free, ad-supported streaming linear channels (also known as FAST channels). The use of artificial intelligence ("AI"), machine learning, and large language models is evolving rapidly and becoming more prevalent in business operations and Starz’s ability to compete could be adversely affected if its competitors gain an advantage by using such technologies. Technology such as AI may be used in ways that increase access to publicly available free or relatively inexpensive content that may reduce demand for Starz products and services. Regulations governing new technological developments, such as developments in AI, remain unsettled, and these developments may affect aspects of Starz’s existing business model, including revenue streams for the use of Starz’s intellectual property and how it creates its entertainment products. While Starz is engaged in efforts to respond to and mitigate the risks from these changes, there can be no assurance that it will successfully anticipate or respond to these developments. Failure to effectively anticipate or adapt to emerging competitors, content distribution platforms, changes in consumer behavior and shifting business models could have an adverse effect on Starz’s competitive position, business, financial condition, results of operations and cash flows.

Business interruptions could adversely affect Starz’s business, financial condition, results of operations and cash flows.

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Starz’s operations are vulnerable to outages and interruptions due to fire, floods, power loss, telecommunications failures, war or acts of terrorism, pandemics, work stoppages and strikes, and similar events beyond its control. Starz has offices located in Southern California, New York, and Colorado, which are subject to natural disasters such as earthquakes or storms. Although Starz has developed certain plans to respond in the event of a disaster, there can be no assurance that they will be effective in the event of a specific disaster. In the event of a short-term power outage, Starz has installed uninterrupted power source equipment designed to protect its equipment. A long-term power outage, however, could disrupt its operations.

Although Starz currently carries business interruption insurance for potential losses (including earthquake- related losses), there can be no assurance that such insurance will be sufficient to compensate for losses that may occur or that such insurance may continue to be available on affordable terms. Any losses or damages incurred by Starz could have a material adverse effect on its business, financial condition, results of operations and cash flows.

Starz relies, in part, on third-party sales platforms as well as third-party internet-connected devices for distribution of its direct-to-consumer service.

In order to make its services available to its subscribers and viewers, Starz’s direct-to-consumer service relies, in part, on sales platforms owned by third parties, some of which are affiliated with or have investments in competing streaming products. If these third parties do not continue to provide access to its direct-to-consumer service on their platforms or are unwilling to do so on terms acceptable to it, Starz’s business could be adversely affected. If Starz is not successful in maintaining existing or creating new relationships with these third parties, its ability to retain subscribers and grow its direct-to-consumer business could be adversely affected. Starz also currently offers the ability to stream its direct-to-consumer service through a host of internet-connected devices, including televisions, computers, and mobile devices. If Starz encounters licensing, technological, regulatory, business or other impediments to delivering its streaming content to its subscribers via these devices, Starz’s ability to retain subscribers and grow its direct-to-consumer business could be adversely affected.

Starz is subject to payment processing risk.

Subscribers to the STARZ direct-to-consumer service pay for the service using a variety of different payment methods, including credit and debit cards. Starz relies on internal systems and those of third parties to process payment. Acceptance and processing of these payment methods are subject to certain rules, regulations, and industry standards, including data storage requirements, additional authentication requirements for certain payment methods, and require payment of interchange and other fees. To the extent there are increases in payment processing fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from payment processors, changes to rules, regulations or industry standards concerning payments, loss of payment partners and/or disruptions or failures in Starz’s payment processing systems, partner systems or payment products, including products Starz uses to update payment information, Starz’s revenue, operating expenses and results of operations could be adversely affected. In addition, from time to time, Starz encounters fraudulent use of payment methods, which could adversely affect its business, financial condition, results of operations and cash flows, and, if not adequately controlled and managed, could create negative consumer perceptions of its service. If Starz is unable to maintain its fraud and chargeback rate at acceptable levels, card networks may impose fines, its card approval rate may be impacted and Starz may be subject to additional card authentication requirements.

Starz faces substantial competition in all aspects of its business, including competition for marketing and carriage of its services.

Certain of Starz’s competitors have longer operating histories, larger customer bases, stronger brand recognition, larger content libraries, exclusive rights to certain content, and significant financial, marketing and other resources. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations that can provide both the means of distributing their products and stable sources of earnings that may allow them to better offset fluctuations in the financial performance of their operations. Moreover, Starz’s services compete with other video programming services for marketing and distribution. Starz faces intense competition from other providers of programming services for the right to be carried by a particular distributor, for the right to be carried by such distributor on a particular tier, in a particular package of service or in bundles with other services, and for prominent placement and effective merchandising on distributor and advertising platforms.

Starz is an independent distributor and producer. Certain of its distributors have affiliated video programming services that they may choose to favor in terms of carriage, marketing and/or placement over STARZ. Certain of Starz’s distributors also own or control marketing channels, app stores and/or distribution platforms that are important to Starz. In addition, certain programming networks affiliated with broadcast networks like ABC, CBS, Fox or NBC or other programming networks affiliated with sports and certain general entertainment networks with strong viewer ratings have a competitive

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advantage over Starz’s services in obtaining distribution through the “bundling” of carriage agreements for such programming networks with a distributor’s right to carry the affiliated broadcasting network. If distributors refuse to carry Starz’s services, choose to offer, market, promote and/or position affiliated services more favorably than Starz’s services or take actions that are detrimental to Starz in terms of owned or controlled marketing channels, app stores or distribution platforms, it could have a material adverse effect on Starz’s business, financial condition and results of operations.

The market for entertainment is intensely competitive and subject to rapid change, including changes in consumption patterns and technological development. Through new and existing distribution channels, consumers have increasing options to access entertainment video. The various economic models underlying these channels include subscription, transactional, ad-supported and piracy-based models. All of these have the potential to capture meaningful segments of the entertainment video market. Traditional providers of entertainment video, including broadcasters and cable network operators, as well as internet-based e-commerce or entertainment video providers are increasing their streaming video offerings. Such providers may offer more compelling content or secure better terms from suppliers, adopt more aggressive pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing. New entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing entertainment video. In addition, new technological developments, including the development and use of AI, are rapidly evolving. If Starz’s competitors gain an advantage by using such technologies, its ability to compete effectively and its business, financial condition, results of operations and cash flows could be adversely affected. Companies also may enter into business combinations or alliances that strengthen their competitive positions. Piracy also threatens to damage Starz’s business, as its fundamental proposition to consumers is so compelling and difficult to compete against: virtually all content for free. In light of the compelling consumer proposition, piracy services are subject to rapid global growth, and Starz’s efforts to prevent that growth may be insufficient. If Starz is unable to successfully or profitably compete with current and new competitors, its business may be adversely affected.

Starz faces economic, political, and regulatory risks from doing business in Canada.

Starz has an agreement with Bell Media through which it licenses programming for distribution via a Starz-branded service in Canada. As a result, Starz’s business is subject to certain risks inherent in international business, many of which are beyond its control. These risks may include:

•difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions;

•the potential loss of Bell Media as its Canadian distribution partner;

•laws and policies adversely affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;

•the impact of trade disputes; anti-corruption laws and regulations such as the Foreign Corrupt Practices Act that impose strict requirements on how Starz conducts its foreign operations and changes in these laws and regulations;

•changes in local regulatory requirements including regulations designed to stimulate local productions, promote and preserve local culture and economic activity (including local content quotas, investment obligations, local ownership requirements, and levies to support local film funds);

•differing degrees of consumer protection laws and changes in these laws;

•strikes or other employment actions that may make it difficult to produce and/or localize content;

•the spread of communicable diseases which may impact business in such jurisdictions

•foreign privacy and data protection laws and regulations, as well as data localization requirements, and changes in these laws and requirements; and

•the impact of potential U.S. tariffs levied on international production activities.

Starz’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, disruptions of its business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences.

Starz’s business involves risks of legal claims related to the content included in its programming, which could adversely affect its business, financial condition, results of operations and cash flows.

Asadistributorofmediacontent,intheordinarycourseofbusiness,Starzmayfacepotentialclaimsfor defamation,invasionofprivacy,negligence,copyrightortrademarkinfringement,claimsrelatedtothemature natureofsomeofitscontent,andotherclaimsbasedon thenatureandcontentofthematerialsdistributedor statementsmadebypersonnelor

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talentregardingorpromotingthosematerialsorattributabletoitsbusiness. Thesetypesofclaimshavehistoricallybeenbrought,sometimessuccessfully,againstproducersanddistributors ofmediacontent.Starzalsocontractswiththirdpartiesrelatedtothedevelopment,production,marketingand distributionofitsoriginalprogramming.Starzmayfacepotentialliabilityormaysuffersignificantlossesin connectionwiththesearrangements,includingbutnotlimitedtoifsuchthirdpartiesviolateapplicablelaw, infringetherightsofotherparties,becomeinsolventorengageinfraudulentbehavior.TotheextentthatStarz createsandsellsphysicalordigitalmerchandiserelatingtoitsprogramming,and/orlicensesuchrightstothird parties,Starzcouldbecomesubjecttoproductliability,intellectualpropertyorotherclaimsrelatedtosuch merchandise.Any impositionof liabilitythat is not covered by insuranceor is in excess of insurancecoverage couldhave a materialadverseeffecton Starz’sbusiness,financialcondition,resultsof operationsand cash flows.

Musicandcertainauthors’performancescontainedwithincontentStarzdistributesmayrequireittoobtain licensesforsuchdistribution.Inthisregard,Starzengagesinnegotiationswithcollectionmanagement organizations(“CMOs”)andsimilarentitiesthatholdcertainrightstomusicand/orotherinterestsinintellectual property.IfStarzisunabletoreachmutuallyacceptabletermswiththeseorganizations,itcouldbecomeinvolved in litigationand/orcouldbe enjoinedfromdistributingcertaincontent,which couldadverselyaffectitsbusiness, financialcondition,resultsof operationsand cashflows.

Starzmayfailtoadequatelyprotectitsintellectualpropertyrightsormaybeaccusedofinfringingintellectual propertyrightsofthirdparties.

Starzregardsitsintellectualpropertyrights,includingservicemarks,trademarks,domainnames,copyrights (includingitsprogramminganditswebsites),patents,tradesecretsandsimilarintellectualproperty,asimportant toitssuccess.Starzreliesandexpectstocontinuetorelyonacombinationofconfidentialityandlicense agreementswithitsemployees,consultantsandthirdpartieswithwhomithasrelationships,aswellas trademark,copyright,patentandtradesecretprotectionlaws,toprotectitsproprietaryrights.Starzmayalsoseek toenforceitsproprietaryrightsthroughcourtproceedingsorotherlegalactions.Starzhasfiledanditexpectsto filefromtimetotimefortrademark,copyright,and patentapplications.Nevertheless,theseapplicationsmaynot beapproved,thirdpartiesmaychallengeanycopyrights,patentsortrademarksissuedtoorheldbyStarz,third partiesmayknowinglyorunknowinglyinfringeitsintellectualpropertyrights,anditmaynotbeabletoprevent infringementormisappropriationwithoutsubstantialexpensetoit.

KeytechnologicalaspectsofStarz’sservicehavebeendevelopedinternallybyStarz,includingsoftware code,informationaldatabasesandothercomponentsthataidintheprovisionofitsnetworkstoitsdistributorsor directlytoconsumers.However,notallofthistechnologyispatented.Iftheprotectionofitsintellectualproperty rightsisinadequatetopreventuseormisappropriationbythirdparties,thevalueofStarz’sbrand,content,and otherintangibleassetsmaybediminished,competitorsmaybeabletomoreeffectivelymimicitsserviceand methodsof operations,theperceptionof itsbusinessand serviceto subscribersand potentialsubscribersmaybecome confusedinthemarketplace,anditsabilitytoattractsubscribersmaybeadverselyaffected.

Starzcurrentlyholdsvariousdomainnamesrelatingtoitsbrand,includingstarz.com.Failuretoprotectits domainnamescouldadverselyaffectStarz’sreputationandbrandandmakeitmoredifficultforuserstofindits websiteanditsservice.Starzmaybeunable,withoutsignificantcostoratall,topreventthirdpartiesfrom acquiringdomainnamesthataresimilarto,infringeuponorotherwisedecreasethevalueofitstrademarksand otherproprietaryrights.

Piracyisprevalentinmanypartsoftheworld,particularlywhereintellectualpropertyrightsandlawsare noteffectivelyenforced.EveninterritoriesliketheU.S.thathavestrongerintellectualpropertylaws,legal frameworksthatareunresponsivetomodernrealities,combinedwiththelackofeffectivetechnological preventionand enforcementmeasures,mayimpedeStarz’senforcementefforts.Starz’senforcementactivities dependinpartonthirdparties,includingtechnologyandplatformproviders,whosecooperationand effectivenesscannotbeassuredtoanydegree.Inaddition,technologicaladvancesthatallowthealmost instantaneousunauthorizedcopyinganddownloadingofcontentintodigitalformatswithoutanydegradationof qualityfromtheoriginalfacilitatetherapidcreation,transmission,andsharingofhigh-qualityunauthorized copies.PiracyorotherinfringementofStarz’sintellectualproperty(including

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digitalcontent,featurefilms, televisionprogramming,gaming,andothercontent),brandsandotherintellectualpropertycouldhavea materialadverseeffectonitsbusiness,financialcondition,resultsofoperationsandcashflows.Starzmayalso need to spend significantamounts of money on improvementof technologicalplatformsecurityand enforcement activities,includinglitigation,toprotectitsintellectualpropertyrights.Further,newtechnologiessuchasAIand theirimpacton Starz’sintellectualpropertyrightsremainuncertain,and developmentof thelaw in thisarea couldimpactitsabilityto protectagainstinfringingusesor resultin infringementclaimsagainstit.

Fromtimetotime,Starzissubjecttolegalproceedingsandclaimsintheordinarycourseofbusiness, includingclaimsofallegedinfringementofthetrademarks,patents,copyrightsandotherintellectualproperty rightsofthirdparties.Forexample,Starz’sdirect-to-consumerservicehashistoricallybeenandcontinuestobea targetforpatentinfringementallegationsfromnon-practicingpatentholders,andnew allegationsmayarisein thefutureduetotechnologicalchangesinStarz’sserviceorthestreamingindustrygenerallyandtherapidrateof issuanceofnew patents.Technologyornon-practicingentitiesmayasserttheirpatents,seekroyalties,oreven enterintolitigationseekingsubstantialdamagesbasedon allegationsof patentinfringementregardlessof merit. Starzhasdefendedandwillcontinuetodefendvigorouslyagainstsuchallegations,whicharetypicallynot coveredbyinsurance.However,regardlessofthemeritofanyparticularallegation,defendingagainstsuchan allegationcan be expensive,time-consumingand disruptiveto Starz’soperationsand ultimatelyunpredictable.In recognitionoftheseconsiderations,Starzmayatcertaintimeshavetodevelopnon-infringingtechnology,adjust it content,merchandisingormarketingactivities,orenterintolicensesorotherarrangementstosettleandresolve such allegationson commerciallyreasonabletermswhere available,though there can be no assurancesuch agreementscan be obtainedon acceptableterms,which could have a materialadverseeffecton Starz’sbusiness, financialcondition,resultsof operationsand cashflows.

Inaddition,litigationmaybenecessarytoenforceStarz’sintellectualpropertyrights,protectitstrade secretsor determinethevalidityand scopeof proprietaryrightsclaimedby others.Any litigationof thisnature, regardlessofoutcomeormerit,couldresultinsubstantialcostsanddiversionofmanagementandtechnical resources,any of which could have a materialadverse effecton Starz’sbusiness,financialconditionand results ofoperations.Thelossofprotectionofitsintellectualpropertyrights,particularlyitsbrand,inameaningful mannerorchallengestorelatedcontractualrightscouldresultinerosionofitsbrandandlimititsabilityto controlmarketingofitsnetworks,whichcouldhaveamaterialadverseeffectonStarz’sbusiness,financial condition,resultsof operationsand cashflows.

Starzis,andmayinthefuturebecome,subjecttolitigationandotherlegalproceedings,whichcouldadversely affectitsbusiness,financialcondition,resultsof operationsand cash flows.

Fromtimetotime,Starzissubjecttovariouslegalproceedings(includingclassactionlawsuits),claims, regulatoryinvestigationsand arbitrationproceedings,includingactions,claimsrelatingto intellectualproperty (suchaspatentinfringementclaims),employment,wageandhour,consumerprotection,consumerprivacy(such as Video Privacy ProtectionAct “VPPA”, CaliforniaInvasionof Privacy Act “CIPA” or similarlaws), contractualand commercialdisputes,and the production,distribution,and licensingof its content. The outcomes oflegalproceedingsareinherentlyuncertain.Anyproceedings,actions,claimsorinquiriesinitiatedbyoragainst Starz,whethersuccessfulornot,maybetimeconsuming,resultincostlylitigation,damageawards,consent decrees,injunctiverelieforincreasedcostsofbusiness,requireittochangeitsbusinesspracticesorproducts, resultinnegativepublicity,requiresignificantamountsofmanagementtime,resultinthediversionofsignificant operationalresourcesorotherwiseharmitsbusinessandfinancialresults.Inaddition,Starz’sinsurancemaynot beadequatetoprotectitfromallmaterialexpensesrelatedtopendingandfutureclaims.Anyofthesefactors could have a materialadverse effect on Starz’sbusiness,financialcondition,resultsof operationsand cashflows.

Inflationor economicinstabilityin the marketsin which Starz operates could adverselyaffectStarz’s business,financialcondition,resultsofoperationsand cashflows.

Starz’sbusinessisaffectedbyprevailingeconomicconditions.Inflation or the imposition of tariffs maycausethecostofproducing originalprogramming,thecostofobtainingprogrammingorthecostofmarketingtorise,andStarzmaynotbe abletocoverthoseincreasesintheratesitchargestodistributors and consumers. Financialinstabilityora

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generaldeclinein economicconditionscouldaffectStarz’sbusinessinan adversemanner.Lower householdincomeand decreases inconsumerdiscretionaryspending,whichissensitivetogeneraleconomicconditions,mayaffectconsumer demandforvideoservicesubscriptions,inparticularwithrespecttopremiumvideoservicesubscriptionssuchas STARZ.EconomicconditionsalsocouldadverselyaffectStarz’sdistributors,resultingin largerthananticipated subscriberdeclinesordistributorsexitingthemarketentirely.Areductioninconsumerspendingordistributor financialdifficultiesorfailurescouldleadtoadecreaseinthenumberofSTARZsubscribers,whichcouldhavea materialadverseimpacton Starz’sbusiness,financialcondition,resultsof operationsand cashflows.

IfthetechnologyStarzusesinoperatingitsbusinessfails,isunavailable,ordoesnotoperatetoexpectations, itsbusiness,financialcondition,resultsofoperationsandcashflowscouldbeadverselyaffected.

Starzutilizesacombinationofproprietaryandthird-partytechnologytooperateitsbusiness.Thisincludes thetechnologythatithasdevelopedin-houseorlicensedfromthirdpartiestorecommendcontenttoits consumersaswellasenablefastandefficientdeliveryofcontenttoitssubscribersandtheirvariousconsumer electronicdevices.IfStarzexperienceinterruptionsordifficultiesinthistechnology,itsabilitytooperateits service,retainexistingsubscribersand add new subscribersmay be impairedand its business,financialcondition, resultsof operationsand cash flows could be adverselyaffected.

Failureof,ordisruptionsto,Starz’stechnologyfacilitiescouldadverselyaffectitsbusiness,financial condition,resultsof operations,and cashflows.Starz’sprogrammingiscurrentlytransmittedfromprimary uplinkfacilitiesprovidedbyathirdparty.TheprimaryuplinkfacilitiesusedbyStarzareequippedwithbackup generatorpowerandotherredundancies.However,likeotherfacilities,uplinkfacilitiesaresubjectto interruptionfromfire,adverseweatherconditionsandothernaturalcauses.Equipmentfailure,employee misconductorthird-partyinterferencecouldalsodisruptthefacility’sservices.Starzhasarrangementsata separatethird-partyback-upfacilitytouplinkStarz’slinearchannelsandservicestoitssatellitesintheevent Starzisunabletodosofromitsprimaryfacility.Notwithstandingtheseprecautions,anysignificantorprolonged interruptionof operationsat Starz’sprimaryfacility,and any failureby Starz’sback-up third-partyfacilityto performas intended,couldhave a materialadverseeffecton itsbusiness,financialcondition,resultsof operationsand cashflows.

Starz’ssuccessisalsodependentuponitscontinuedabilitytotransmititsprogrammingtodistributors.Starz hasenteredintomulti-yearsatellitetransponderagreementsforcarriageoftheStarznetworks’programming. Theseagreementsprovideforreplacementtranspondersand/orreplacementsatellites,asapplicable,throughout thetermoftheagreementstoensurecontinuedcarriageofStarzprogrammingintheeventoftransponderor satellitefailures.Terminationor interruptionof satellitetransmissionsmay occur and could have a material adverseeffecton Starz’sbusiness,financialcondition,resultsof operationsand cashflows.DespiteStarz’s effortstosecuretranspondercapacitywithmulti-yearsatellitetransponderagreements,thereisariskthatwhen theseagreementsexpire,Starzmaynotbeabletosecurecapacityonatransponderonthesameorsimilarterms, ifatall.

Starz relies upon the ability of consumers to access its direct-to-consumer service through the internet. If network operators block, restrict or otherwise impair access to its service over their networks, Starz’s service and business could be negatively affected. To the extent that network operators implement usage-based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, Starz could incur greater operating expenses and its subscriber acquisition and retention could be negatively affected. Furthermore, to the extent network operators create tiers of internet access service and either charge.

Starz for or prohibit it from being available through these tiers, its financial condition, results of operations, and cash flows could be adversely affected. Some network operators that provide consumers with access to the internet also provide these consumers with multichannel video programming. As such, these network operators have an incentive to use their network infrastructure in a manner adverse to Starz’s continued growth and success. The extent to which network operators are able to provide preferential treatment to their data as opposed to Starz’s or otherwise implement discriminatory network management practices, could adversely affect Starz’s business, financial condition, results of operations, and cash flows.

Starzutilizes“cloud”computingservicestodelivera distributedcomputinginfrastructureplatformforits business operationsand any disruptionof or interferencewith its use of its “cloud” computing servicercould adverselyimpactitsbusiness,financialcondition,resultsofoperationsand cash flows.

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Starzhasarchitecteditssoftwareandcomputersystemssoastoutilizedataprocessing,storagecapabilities andotherservicesprovidedbyitscurrent“cloud”computingserviceprovideranditrunsthevastmajorityofits computingviasuch “cloud”computingserviceprovider.Given this,alongwith thefactthatswitching“cloud” computingservicestoanotherprovidermaybedifficult,anyproblemsfacedbyStarz’s“cloud”computing provider,includingtechnologicalor business-relateddisruptions,as well as cybersecuritythreatsand regulatory interference,oranyunanticipatedinterferencewithStarz’suseofitscurrent“cloud”serviceprovidercould adverselyimpactitsbusiness,financialcondition,resultsof operationsand cashflows.

ProtectionofelectronicallystoreddataiscostlyandifStarz’sdataiscompromisedinspiteofthisprotection,it mayincuradditionalcosts,lostopportunitiesand damagetoitsreputation.

Starzmaintainsinformationindigitalformasnecessarytoconductitsbusiness,includingconfidentialand proprietaryinformation,copiesoffilms,televisionprogramsandothercontentandpersonalinformation regardingitsemployeesandcustomers.Datamaintainedindigitalformissubjecttotheriskofunauthorized access,modification,ex filtration,destructionordenialofaccessandStarz’scomputersystemsaresubjectto cyberattacksthatmayresultin disruptionsin service.Starzdevelopsand maintainssystemsto preventthisfrom occurring,butthedevelopmentandmaintenanceofthesesystemsiscostlyandrequiresongoingmonitoringand updatingastechnologieschangeandeffortstoovercomesecuritymeasuresbecomemoresophisticated. Moreover,despiteitsefforts,thepossibilityof unauthorizedaccess,modification,ex filtration,destructionor denialofaccesswithrespecttodataorsystemsandothercybersecurityattackscannotbeeliminatedentirely,and risksassociatedwitheachoftheseremain.Inaddition,Starzprovidesconfidentialinformation,digitalcontent andpersonalinformationtothirdpartieswhenitisnecessarytopursuebusinessobjectives.WhileStarzobtains assurancesthatthesethirdpartieswillprotectthisinformationand,whereappropriate,monitortheprotections employedbythesethirdparties,thereisariskthatdatasystemsofthesethirdpartiesmaybecompromised.If Starz’sdatasystemsordatasystemsofthesethirdpartiesarecompromised,itsabilitytoconductitsbusiness maybeimpaired,itmayloseprofitableopportunitiesorthevalueofthoseopportunitiesmaybediminishedand itmayloserevenueasaresultofunlicenseduseofitsintellectualproperty.Furthermore,apenetrationofits networksecurityorothertheftormisuseofconfidentialandproprietaryinformation,digitalcontentorpersonal employeeinformationcouldsubjectitto business,regulatory,litigationand reputationrisk,which couldhave a materialadverseeffecton itsbusiness,financialcondition,resultsof operationsand cashflows.

Starz’s activitiesare subject to a varietyof stringentand changing regulatoryobligations,which may adverselyimpactitsbusiness,financialcondition,resultsofoperationsand cash flows.

Privacy. The legaland regulatoryenvironmentgoverningStarz’scollection,generation,use, storage, disclosureand transfer(commonlyknown as processing)of personalinformationand othersensitiveinformation iscomplexandcontinuallyevolving.Intheordinarycourseofitsbusiness,Starzcollectsandusesthepersonal informationofsubscribersandpotentialsubscribersthroughitswebsitesandapplicationsandthoseofthird parties.ItscollectionanduseofpersonalinformationmaysubjectStarztoanumberofcomplicateddomesticand foreigndataprivacyregulations(includingCanadian regulations, and US regulations such as VPPA,CIPA,andsimilarlaws),securityrequirementsandother obligationsthatgoverntheprocessingofpersonaldatabyStarzandonitsbehalf.Forexample,severalstates, including,but not limitedto, California,Colorado, Connecticut,Nevada, Virginiaand Utah, have enacted data privacylawswhichimposesignificantcomplianceobligationson coveredbusinessesandsubstantialstatutory finesfornoncomplianceefforts,andmanycarryprivaterightsofaction.Starz’sactualorperceivedfailureto complywithsuchobligationscouldleadtoregulatoryinvestigationsoractions,litigation,finesandpenalties, reputationalharm,andotheradversebusinessconsequences.Increasedregulationofdatautilizationpractices, includingself-regulationorfindingsunderexistinglawsthatlimitStarz’sabilitytocollect,transferanduse personalinformation,couldadverselyaffectitsbusiness,financialcondition,resultsof operationsand cash flows.Starz’sactualorperceivedfailuretocomplywithsuchobligationscouldsubjectittoliability,andtothe extentthatitneedstoalteritsbusinessmodelorpracticestoadapttotheseobligations,Starzcouldincur additionalexpenses.

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Consumer ProtectionLaws. The continuedgrowth and developmentof the marketfor online commercemay leadto morestringentconsumerprotectionlaws which mayimposeadditionalburdenson Starz.Some examples includetheChildren’sOnlinePrivacyProtectionAct,theControllingtheAssaultofNon-SolicitedPornography and MarketingAct, and the VPPA.In addition,many stateshave enacted laws regulatingautomaticallyrenewing onlinesubscriptionservices,andthistrendmaycontinue.Ifauthoritiesstarttakingincreasedenforcementaction relatedto statutesgoverningperceivedunfairdeceptiveactsand practices,Starzcouldsufferadditionalcosts, complaintsand/orregulatoryinvestigationsorfines.Severaloftheselawsalsohaveprivaterightsofaction. Starz’sactualorperceivedfailuretocomplywithsuchobligationscouldleadtoregulatoryinvestigationsor actions,litigation,finesand penalties,reputationalharm,and otheradversebusinessconsequences.Other changes in consumerprotectionlaws and the interpretationsthereof,could have a materialadverse effecton its business,financialcondition,resultsofoperationsand cashflows.

Levies/Taxes. Starz’sfutureeffectivetaxratescouldbeaffectedbychangesintaxlaws, tariffs, orregulationsorthe interpretationthereof.Governmentsareincreasinglylookingtointroduceregulationsrelatedtomediaandtax thatmayapplytoStarz’sservices,renderingtaxratesuncertain.Changesinlevyortaxlawsandthe interpretationsthereofcouldadverselyaffectStarz’sbusiness,financialcondition,resultsof operationsand cash flows.LegislativeactionmaybetakenbytheU.S.Congressthat,ifultimatelyenacted,couldlimitthe availabilityoftaxbenefitsordeductionsthatStarzexpectstoclaim,overridetaxtreatiesuponwhichitexpectsto rely,orotherwiseincreasethetaxesthattheU.S.imposesonStarz’soperations.Suchchanges could have a material adverse effectStarz’seffectivetaxrateand/orrequireitto takefurtheraction,atpotentiallysignificant expense,toseektopreserveitseffectivetaxrate.Inaddition,ifproposalswereenactedthathadtheeffectof limitingStarz’sabilityasaCanadiancompanytotakeadvantageoftaxtreatieswiththeU.S.,itcouldincur additionaltaxexpenseand/orotherwiseincurbusinessdetriment.Unanticipatedchangesinitseffectivetaxrates couldaffectitsfutureresultsofoperations.Further,Starzmaybesubjecttoexaminationofitstaxreturnsby variousfederal,state,and foreigntaxjurisdictions.Starzregularlyassessesthelikelihoodofoutcomesresulting frompossibleexaminationstodeterminetheadequacyofitsprovisionforincometaxes.Inmakingsuch assessments,itexercisesjudgmentinestimatingitsprovisionforincometaxes.WhileStarzbelievesitsestimates arereasonable,itcannotassureyouthatfinaldeterminationsfromanyexaminationswillnotbematerially differentfromthosereflectedinitshistoricalincometaxprovisionsandaccruals.Any adverseoutcomefromany examinationscouldhave a materialadverseeffecton Starz’sbusiness,financialcondition,resultsof operations and cash flows.

Network Regulations.Under the CommunicationsAct of 1934 and the 1992 Cable Act, there are certain FederalCommunicationsCommissionregulationsthatgovernthedistributionof Starz’sservicesby traditional multichannelvideoprogrammingdistributors,includingcable,directbroadcastsatelliteand telcooperators. Furthermore,totheextentthatregulationsandlaws,eitherpresentlyinforceorproposed,hinderorstimulatethe growthofthecabletelevisionandsatelliteindustries,Starz’snetworkbusinesswillbeaffected.Regulations governingitsservicesaresubjecttothepoliticalprocessandhavebeeninconstantfluxhistorically.Starzcannot assure you that it will be able to anticipatematerialchanges in laws or regulatoryrequirementsor that future legislation,new regulationor deregulationwill not have a material adverse effecton its business, financial condition,resultsof operationsand cashflows.

Internetand Other MediaOperatorRegulations.The adoption or modificationof laws or regulations relatingtotheinternetorotherareasofStarz’sbusinesscouldlimitorotherwiseadverselyaffectthemannerin whichitcurrentlyconductsitsbusiness.Starzanticipatesthatseveraljurisdictionsmay,overtime,attemptto imposeadditionalfinancialand regulatoryobligationson it.Otherchangesin laws relatingto theinternetor otherareasof Starz’sbusinessand theinterpretationsthereofcouldcauseitto incuradditionalexpensesor otherwisenegativelyaffectitsbusiness.Additionally,asStarzgrowsitsdirect-to-consumerbusiness,itmaybe subjectto additionalconsumerlegalclaimsand stateand localconsumerprotectionregulation.Starzreliesupon theabilityofconsumerstoaccessitsservicethroughtheinternet.Ifnetworkoperatorsblock,restrictor otherwiseimpairaccessto itsserviceovertheirnetworks,Starz’sserviceand businesscouldbe negatively affected.Changes in laws or regulationsthat adverselyaffectthe growth, popularityor use of the internet, includinglawsimpactingnetneutrality,coulddecreasethedemandforStarz’sserviceandincreaseitscostof doingbusiness.Givenuncertaintyaroundtheserules,coupledwithpotentiallysignificantpoliticalandeconomic

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poweroflocalnetworkoperators,Starzcouldexperiencediscriminatoryoranti-competitivepracticesthatcould impedeitsgrowth,causeittoincuradditionalexpenseorotherwisenegativelyaffectitsbusiness.

ThelossofanyofStarz’skeypersonnelandartistictalentcouldadverselyaffectitsbusiness,financial condition,resultsofoperationsand cashflows.

Starzbelievesthatitsfuturesuccesswilldependtoasignificantextentupontheperformanceofitssenior executives,artistictalent,and other key employeesand on its abilityto attractand maintaina high performing anddiverseworkforce.Starzdoesnotmaintain“keyman”insurance.Initsindustry,thereissignificant competitionforhighly-skilledbusiness,technical,creativeandotherpersonnel.IfStarzexperienceshigh executiveturnover,failstoadaptitsbusinesspracticestochangesintheindustry,orisnotsuccessfulin recruitingnew personnelor in retainingand motivatingexistingpersonnel,its operationsmay be disrupted.In addition,Starzdependsontheavailabilityofanditsabilitytoagreetocontractualtermstoengageanumberof actors,writers,directors,producersand others,who areemployeesof third-partyproductioncompaniesthat createits originalprogramming.The loss of any significantcorporatepersonnelor artistictalentcould have a materialadverseeffecton itsbusiness,financialcondition,resultsof operationsand cashflows.

Starz’sbusinesscouldbeadverselyaffectedbylabordisputesorotherunionactions.

Starzandmanyofitscontentproviders,partners,suppliersandvendorsemploytheservicesofwriters, directors,actorsandothertalentaswellastradeemployeesandotherswhoaresubjecttocollectivebargaining agreementsintheentertainmentindustry.Suchcollectivebargainingagreementsmayberenewedinthefutureon termsthatarelessfavorabletoStarzand/orresultinhighercostsofproductionanddevelopment.Ifcollective bargainingagreementscannotberenewed,thenitispossiblethattheaffectedunionscouldtakeactioninthe formofstrikes,workslowdownsorworkstoppages.LabordisputesorworkstoppagesmayrestrictStarz’s accesstocontent,resultinginincreasedcostsanddecreasedrevenue,whichcouldhaveamaterialadverse effecton itsbusiness,financialconditionand resultsof operations.

Starzwillbesubjecttorisksassociatedwithpossibleacquisitions,dispositions,businesscombinations,orjoint ventures.

Fromtimetotime,Starzmayengageindiscussionsandactivitieswithrespecttopossibleacquisitions,sale ofassets,businesscombinationsandjointventuresintendedtocomplementorexpanditsbusinessorother transactions.However,Starzmaynotrealizetheanticipatedbenefitfromthetransactionsitpursues;theremay beliabilitiesassumedthatitdidnotdiscoverorthatitunderestimatedinthecourseofperformingitsdue diligence;thenegotiationofthetransactionandtheintegrationoftheacquiredbusinesscouldrequireStarzto incursignificantcostsandcausediversionofmanagement’stimeandresources;thetransactioncouldresultin impairmentofgoodwillandotherintangibles,developmentwrite-offsandotherrelatedexpenses;thetransaction mayposechallengesintheconsolidationandintegrationofinformationtechnology,accountingsystems, personnelandoperations;andStarzmayhavedifficultymanagingthecombinedentityintheshorttermifit experiencesa significantlossof managementpersonnelduringthetransitionperiodaftera significant acquisition.No assurancecan be giventhatexpansion,acquisitionor otheropportunitieswillbe successfulor completedontime,orthatStarzwillrealizeexpectedoperatingefficiencies,costsavings,revenueenhancements, synergiesor other benefits.Any of the foregoingcould have a materialadverse effecton Starz’sbusiness, financialcondition,resultsofoperationsandcashflows.IfStarzdeterminestosellany assets,itwillbenefitfromthenetproceedsrealizedfromsuchsales.However,Starz’s revenue maysufferinthelong-termduetothedispositionofarevenuegeneratingasset,orthetimingofsuch dispositionsmaybepoor,causingStarztofailtorealizethefullvalueofthedisposedasset,allofwhichmay diminishitsabilitytoserviceitsindebtednessandrepayitsnotesanditsotherindebtednessatmaturity. Furthermore,Starz’sfuturegrowthmaybeinhibitedifthedisposedassetcontributedinasignificantwaytothe diversificationof its business platform.Additionally,regulatoryagencies,such as the FCCor U.S. Departmentof Justice,mayimposeadditionalrestrictionson theoperationof Starz’sbusinessas a resultof itseekingregulatory approvalsfor any strategictransactionsand significantacquisitions.The occurrenceof any of

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these events could have a materialadverseeffecton Starz’sbusiness,financialcondition,resultsof operationsand cashflows.

Purported noteholders have instituted suit against Starz claiming that it breached the indenture governing certain 5.5% senior notes due 2029 by virtue of an amendment executed in connection with an exchange by certain noteholders for new notes.

On August 27, 2024, purported holders of former 5.5% Notes of the formerly named Lions Gate Entertainment Corp. (now Starz Entertainment Corp. (“Starz”)) filed a complaint in New York State court asserting claims for breach of certain contractual provisions and breach of the implied covenant of good faith and fair dealing based on a May 2024 transaction in which the former Lions Gate Entertainment Corp. exchanged approximately $390 million in aggregate principal amount of 5.5% Notes for new 5.5% exchange notes due 2029 (now, the 6% Notes) and entered into Supplemental Indenture No. 10 to the indenture governing the 5.5% Notes (the “Indenture”). The main basis for these claims is that Supplemental Indenture No. 10 allegedly implicated certain provisions of the Indenture that require consent of each affected holder for certain types of waivers, amendments, and supplements to the Indenture. The relief sought includes a request for a declaration that Supplemental Indenture No. 10 and the associated exchange transaction are null and void. On September 13, 2024, another purported holder sought to intervene as a plaintiff in the same suit asserting nearly identical claims, which intervention was granted on October 11, 2024. The second holder subsequently added additional theories and brought claims against other parties. Starz filed a motion to dismiss the claims. On May 23, 2025, both plaintiffs amended their complaints in view of the completion of the Separation, and on June 10, 2025, Starz moved to dismiss the amended complaints.

Although Starz believes that the existing allegations are without merit, there can be no assurance that the plaintiffs will not be successful in obtaining relief sought in their amended complaints. If the plaintiffs are successful, they may issue a notice of default trustee of the 5.5% Notes and seek accelerated payments for amounts due under the 5.5% Notes. These actions may result in an outcome that could have a material adverse impact on Starz’s business, operations and financial conditions as well as their stakeholders, as any such action could require payments on the 5.5% Notes earlier than expected. Even if Starz is successful in defending against such claims, it may expend significant management time and attention and funds to defend against such claims.

Risks related to Starz's Indebtedness

Starz may incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations.

Starz has $625.1 million of indebtedness and $90.1 million of programming related obligations for the licensing of film and television programs as of June 16, 2025. Starz may also incur additional indebtedness and programming related obligations in the future. This amount of debt could potentially have important consequences to Starz and its debt and equity investors, including:

•requiring a substantial portion of its cash flow from operations to make interest payments;

•making it more difficult to satisfy its current debt service and other obligations;

•increasing its vulnerability to general adverse economic and industry conditions;

•reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow its business;

•limiting Starz’s flexibility in planning for, or reacting to, changes in its business and the industry;

•placing Starz at a competitive disadvantage relative to its competitors that may not be as highly leveraged with debt; and

•limiting Starz’s ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase Starz common shares.

To the extent that Starz incurs additional indebtedness, the foregoing risks could increase. In addition, Starz’s actual cash requirements in the future may be greater than expected. Its cash flow from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and Starz may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance its debt. For more information, see “Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

Starz’s indebtedness may make it difficult for it to satisfy its financial obligations, including making scheduled principal and interest payments on its indebtedness and its other obligations; limit its ability to borrow additional funds, if

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needed, for working capital, capital expenditures, acquisitions or other general business purposes; increase its cost of borrowing; limit its ability to use its cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes; require it to use a substantial portion of its cash flow from operations to make debt service payments when due; limit its flexibility to plan for, or react to, changes in its business and industry; place it at a competitive disadvantage compared to its less leveraged competitors; and; increase its vulnerability to the impact of adverse economic and industry conditions, including changes in interest rates and foreign exchange rates.

Starz may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy its obligations under its indebtedness, which may not be successful.

A significant portion of Starz’s cash flows from operations is expected to be dedicated to the payments of principal and interest obligations. Starz’s ability to make scheduled payments on or refinance its debt obligations will depend on Starz’s financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond Starz’s control, including global pandemics, wars, recessions and their effects. If Starz’s cash flow from operations declines significantly, it could result in the inability to pay the principal, premium, if any, and interest on its indebtedness.

If Starz’s cash flows and capital resources are insufficient to fund its debt service obligations, Starz could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness. In addition, during times of economic instability, including disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from, for example, global pandemics, wars, or recessions, it has been difficult for many companies to obtain financing in the public markets or to obtain debt financing. Starz may not be able to affect any such alternative measures, if necessary, on commercially favorable terms or at all and, even if successful, those alternative actions may not allow Starz to meet its scheduled debt service obligations. The agreements governing Starz’s corporate indebtedness restrict its ability to dispose of assets and use the proceeds from any such disposition, and also restrict its ability to raise debt or certain types of equity to be used to repay other indebtedness when it becomes due. Starz may not be able to consummate such dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. Additionally, there can also be no assurance that Starz will not face credit rating downgrades as a result of weaker than anticipated performance of its businesses, fluctuations in its leverage or cost of capital or other factors. Future downgrades could further adversely affect Starz’s cost of funds and related margins, liquidity, competitive position and access to capital markets, and a significant downgrade could have an adverse commercial impact on Starz’s business.

In addition, Starz conducts a substantial portion of its operations through its subsidiaries, certain of which are not guarantors of Starz’s corporate indebtedness. Accordingly, repayment of such indebtedness is dependent on the generation of cash flow by Starz’s subsidiaries and their ability to make such cash available to it, by dividend, debt repayment or otherwise. Unless a Starz subsidiary is a guarantor of Starz’s corporate indebtedness, Starz’s subsidiaries do not have any obligation to pay amounts due on such indebtedness or to make funds available for that purpose. Starz’s subsidiaries may not be able to, or may not be permitted to, make distributions to enable Starz to make payments in respect of its indebtedness. While the agreements governing Starz’s corporate indebtedness limit the ability of Starz’s subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to Starz, these limitations are subject to qualifications and exceptions. In the event that Starz does not receive distributions from its subsidiaries, it may be unable to make required principal and interest payments on its indebtedness.

Despite its current level of indebtedness, Starz and its subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks to Starz’s financial condition described above.

Starz and its subsidiaries may be able to incur significant amounts of additional indebtedness in the future. Although the agreements governing Starz’s corporate indebtedness contain certain restrictions on the incurrence of additional indebtedness, such restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with such restrictions could be substantial. Such restrictions also will not prevent Starz from incurring obligations that do not constitute indebtedness under such agreements, such as certain qualified receivables financings and programming notes. If new debt is added to Starz current debt levels, the related risks that Starz and its guarantors face, now or thereafter, could intensify.

The terms of Starz’s corporate indebtedness restrict Starz’s current and future operations, particularly Starz’s ability to respond to changes or to take certain actions.

The agreements governing Starz’s corporate indebtedness contain a number of restrictive covenants that impose operating and financial restrictions on Starz and limit its ability to engage in acts that may be in its long-term best interest, including restrictions on its ability to: incur, assume or guarantee additional indebtedness; issue certain disqualified stock; pay dividends or distributions or redeem or repurchase capital stock; prepay, redeem or repurchase debt that is junior in

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right of payment to the debt under such agreements; make loans or investments; incur liens; restrict dividends, loans or asset transfers from its restricted subsidiaries; sell or otherwise dispose of assets, including capital stock of subsidiaries and sale/leaseback transactions; consolidate or merge with or into, or sell substantially all of its assets to, another person; enter into transactions with affiliates; and enter into new lines of business.

In addition, Starz’s senior secured revolving credit facility requires Starz to maintain specified financial ratios. Starz’s ability to meet those financial ratios can be affected by events beyond its control, including the effects on its business from, for example, global pandemics, wars, recessions, tariffs and related government actions and consumer behavior; as such, Starz may be unable to meet such financial ratios.

A breach of the covenants under the agreements governing Starz’s corporate indebtedness, or nonpayment of any principal or interest when due thereunder, could result in an event of default under the applicable indebtedness. Such a default may allow creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. Furthermore, if Starz is unable to repay the amounts due and payable under any such agreement governing its corporate indebtedness, secured lenders thereof could proceed against the collateral granted to them to secure such indebtedness. In the event Starz’s lenders or noteholders accelerate the repayment of its indebtedness, Starz and its subsidiaries may not have sufficient assets to repay such indebtedness.

Risks related to Tax Rules and Regulations

Changes in, or interpretations of, tax rules and regulations could adversely affect us.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. Under current U.S. federal tax law, a corporation is generally considered for U.S. federal tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Because we are incorporated in Canada, we would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules, and under current law, it is expected that we should not be treated as a U.S. corporation for U.S. federal tax purposes.

However, in the U.S., any changes to Section 7874 of the Internal Revenue Code (the “Code”) (“Section 7874”) and the U.S. Treasury regulations promulgated thereunder, as well as the treatment of expatriated companies under Section 7874 for income treaty purposes, could affect our status as a non-U.S. corporation for U.S. federal tax purposes or could result in the application of certain adverse U.S. federal income tax rules. Any such changes could have prospective or retroactive application. If we were to be treated as a U.S. corporation for federal tax purposes, we could be subject to substantially greater U.S. tax liability than currently contemplated as a non-U.S. corporation. In such a case, our business, financial condition and results of operations would experience a material adverse effect. In addition, non-U.S. shareholders would be subject to U.S. withholding tax on the gross amount of any dividends paid by us to such shareholders (subject to an exemption or reduced rate available under an applicable tax treaty).

The development and production of original programming requires substantial financial commitment, which can occasionally be offset by foreign, state or local tax incentives. However, there is a risk that the tax incentives will not remain available for the duration of a series. If tax incentives are no longer available or reduced substantially, it may result in increased costs for us to complete the production, or make the production of additional seasons more expensive. If we are unable to produce original programming content on a cost-effective basis our business, financial condition and results of operations would experience a material adverse effect.

Our tax rate is uncertain and may vary from expectations.

There is no assurance that we will be able to maintain any particular worldwide effective corporate tax rate because of uncertainty regarding the tax policies of jurisdictions in which we and our affiliates operate. Our actual effective tax rate may vary from our expectations, and such variance may be material. Additionally, tax laws or their implementation and applicable tax authority practices in any particular jurisdiction could change in the future, possibly on a retroactive basis, and any such change could have a material adverse impact on our business, financial condition and results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 1C. CYBERSECURITY.

Risk management and strategy

We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications

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systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, and employee and other personal data (“Information Systems and Data”).

The Company’s information security team helps identify, assess and manage the Company’s cybersecurity threats and risks. The information security team identifies and assesses risks from cybersecurity threats by monitoring and evaluating our threat environment and the Company’s risk profile using various methods including, for example with automated and manual tools, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threats and threat actors, conducting scans of certain environments, evaluating threats reported to the Company, conducting cybersecurity audits, vulnerability assessments, and threat assessments, conducting response exercises, and coordinating with law enforcement.

Depending on the environment, systems, and data, we implement and maintain various technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example, incident detection and response processes, vulnerability management policy, disaster recovery and business continuity plans, risk assessments, encryption of certain data, data segregation for certain data, network security and access controls, physical security controls, asset management, tracking and disposal, monitoring for certain systems, vendor risks management processes, employee training, penetration testing, employee training, cybersecurity insurance, and dedicated cybersecurity staff.

Our assessment and management of material risks from cybersecurity threats are integrated into the Company’s overall risk management processes. For example, the information security team lead by our Executive Vice President, Technology works with management and the legal department, to prioritize our risk management processes and mitigate cybersecurity threats that are more likely to lead to a material impact to our business and our senior management evaluates material risks from cybersecurity threats against our overall business objectives and reports to the Audit & Risk Committee of the Board of Directors, which evaluates our overall enterprise risk.

We use third-party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats, including for example, cybersecurity consultants, cybersecurity software providers, managed cybersecurity service providers, threat intelligence service providers, penetration testing providers, dark web monitoring services, forensic investigators, and professional services firms, including legal counsel.

We use third-party service providers to perform a variety of functions throughout our business, application providers, hosting providers, supply chain resources and data back-up service providers. We have a vendor management program designed to manage cybersecurity risks associated with our use of these providers. Depending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue, and the identity of the provider, our vendor management process may involve different levels of assessment designed to help identify cybersecurity risks associated with a provider and impose contractual obligations related to cybersecurity on the provider. Components of the vendor risk management program include, for example, conducting risk assessments for certain vendors, reviewing certain vendors’ written security programs, reviewing security assessments and responses to security questionnaires, auditing of certain vendors, vulnerability scans related to vendors, and the imposition of certain contractual information security obligations for certain vendors.

For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K, including “Protection of electronically stored data is costly and if Starz’s data is compromised in spite of this protection, it may incur additional costs, lost opportunities and damage to its reputation.”

Governance

Our Board of Directors addresses the Company’s cybersecurity risk management as part of its general oversight function. The Audit & Risk Committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.

Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our Executive Vice President, Technology and our General Counsel. Our cybersecurity incident response processes are designed to escalate certain cybersecurity incidents to members of

management depending on the circumstances. Our Executive Vice President, Technology and our General Counsel and other senior executives work with the Company’s incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified. Our cybersecurity incident response team has over 32 years combined information technology and cybersecurity experience, and includes individuals with Certified Information Systems Security Professional (CISSP), Cyber Threat Intelligence Certification, Global Information Assurance Certifications, and

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other key information technology and cybersecurity certifications.In addition, the Company’s incident response processes include reporting to the Audit & Risk Committee for certain cybersecurity incidents.

Our cybersecurity risk assessment and management processes provide for regular updates to the Audit & Risk Committee. The Audit & Risk Committee receives reports from our Executive Vice President, Technology and our General Counselconcerning the Company’s significant cybersecurity threats and risk and the processes the Company has implemented to address them. The Audit & Risk Committee also receives various reports, summaries or presentations related to cybersecurity threats, risk and mitigation.

Although we have not been the subject of any cybersecurity threats that have materially affected, or are reasonably likely to materially affect us to date, we have been and continue to be subject to cybersecurity risks in the normal course of our business, as discussed in Item 1A. Risk Factors, including in the risk factor entitled “Protection of electronically stored data is costly and if Starz’s data is compromised in spite of this protection, it may incur additional costs, lost opportunities and damage to its reputation.”

ITEM 2. PROPERTIES.

Starz’s corporate office is located at 250 Howe Street, 20th Floor, Vancouver, BC V6C 3R8. Its principal executive office is located at 1647 Stewart Street, Santa Monica, CA, where Starz occupies 60,116 square feet (per a lease that expires in December 2028).

In addition, Starz leases 100,119 square feet at 6363 S. Fiddler’s Green Circle, Greenwood Village, CO (per a lease that expires in June 2034) and subleases approximately 18,000 square feet from Lionsgate Studios Corp. at 530 Fifth Avenue, New York, New York (per a lease that expires in August 2025). Following the expiration of the 530 Fifth Avenue lease, Starz will begin leasing approximately 20,269 square feet at 100 Park Ave, New York, NY 10017 (per a lease that expires May 2038).

Starz believes that its current facilities are adequate to conduct its business operations for the foreseeable future. Starz believes that it will be able to renew these leases on similar terms upon expiration. If it cannot renew, Starz believes that it could find other suitable premises without any material adverse impact on its operations.

ITEM 3. LEGAL PROCEEDINGS.

Fromtimetotime,Starzisinvolvedincertainclaimsandlegalproceedingsarisinginthe normalcourseofbusiness.Whiletheresolutionofthesematterscannotbepredictedwithcertainty,Starzdoes notbelieve,basedoncurrentknowledge,thattheoutcomeofanycurrentlypendinglegalproceedingsinwhich Starziscurrentlyinvolvedwillhave a materialadverseeffecton Starz’sconsolidatedfinancialposition,results of operationsor cash flow. For additional information regarding certain legal proceedings in which Starz is involved, see “Risk Factors—Purported noteholders have instituted suit against Starz claiming that it breached the indenture governing certain 5.5% senior notes due 2029 by virtue of an amendment executed in connection with an exchange by certain noteholders for new notes.”

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

We have one (1) class of common shares of no par value per share listed on the Nasdaq Stock Market (“Nasdaq”) listed under the symbol “STRZ.”

Holders

As of June 16, 2025, there were approximately 293 shareholders of record of our common shares. The foregoing number of record holders reflects only the registered holders of our common shares as listed on the books of our transfer agent. It does not include the number of beneficial owners who hold shares through banks, brokerage houses, or other institutions. Each such institution is counted as a single record holder, regardless of the number of beneficial owners it represents.

Dividends

The timing, declaration, amount and payment of future dividends, if any, is determined by our Board of Directors, at its discretion, and is dependent on a number of factors, including our financial position, results of operations, cash flows, capital requirements and restrictions under our credit agreements. Moreover, if our Board of Directors determines to pay any dividends in the future, there can be no assurance that we will continue to pay such dividends or the amount of such dividends. We cannot guarantee the amount of dividends paid in the future, if any.

Securities Authorized for Issuance Under Equity Compensation Plans

As of May 6, 2025, the date of the Separation, 3,356,936 shares of Starz common stock were outstanding under the Company's equity compensation plans.

Taxation

The following is a general summary of certain Canadian federal income tax consequences to a person (a “Non-Canadian Holder”) who is the beneficial owner of our common shares and who, at all relevant times, for the purposes of the Income Tax Act (Canada) (the “ITA”) (i) is not, and is not deemed to be resident in Canada, (ii) does not, and is not deemed to, use or hold any common shares in, or in the course of, carrying on a business in Canada, (iii) deals at arm’s length, and is not affiliated, with the Company, (iv) is not a “foreign affiliate” (as defined in the ITA) of a person resident in Canada, and (v) has not received or acquired any common shares in connection with any employee stock option or executive compensation plan or otherwise in connection with employment. This summary does not apply to a Non-Canadian Holder that is an insurer or an “authorized foreign bank” within the meaning of the ITA. Such Non-Canadian Holders should seek tax advice from their advisors.

This summary is not intended to be, and should not be construed to be, legal or tax advice and no representation with respect to the tax consequences to any particular investor is made. The summary does not address any aspect of any provincial, state or local tax laws or the tax laws of any jurisdiction other than Canada. Accordingly, holders and prospective holders of common shares should consult with their own tax advisors for advice with respect to the income tax consequences to them, having regard to their own particular circumstances, including any consequences of an investment in common shares arising under any provincial, state or local tax laws or the tax laws of any jurisdiction other than Canada.

This summary is based upon the current provisions of the ITA, the regulations thereunder and the proposed amendments thereto publicly announced by, or on behalf of, the Minister of Finance (Canada) before the date hereof, the Canada-United States Tax Convention (1980), as amended (the “Canada-U.S. Tax Treaty”) and our understanding of the current administrative policies and assessing practices of the Canada Revenue Agency published in writing prior to the date hereof. No assurance may be given that any proposed amendment will be enacted in the form proposed, if at all. This summary does not otherwise take into account or anticipate any changes in law, whether by legislative, governmental or judicial action.

The following summary applies only to Non-Canadian Holders who hold their common shares as capital property. In general, common shares will be considered capital property of a holder where the holder is neither a trader nor dealer in securities, does not hold the common shares in the course of carrying on a business, and is not engaged in an adventure in the nature of trade in respect thereof. This summary does not apply to a Non-Canadian Holder that is a “financial institution” withinthe meaning of the mark-to-market rules contained in the ITA or to holders who have entered into a “dividend rental arrangement”, a “derivative forward agreement”, or a “synthetic disposition arrangement” as these terms are defined in the ITA.

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For purposes of the ITA, any amount relating to the acquisition, holding, or disposition of common shares, including dividends, adjusted cost base and proceeds of disposition, must be expressed in Canadian dollars using the applicable rate of exchange (for purposes of the ITA) quoted by the Bank of Canada on the date such amounts arose, or such other rate of exchange as is acceptable to the Canada Revenue Agency.

Amounts in respect of common shares paid or credited or deemed to be paid or credited as, on account or in lieu of payment of, or in satisfaction of, dividends to a shareholder who is not a resident of Canada within the meaning of the ITA will generally be subject to Canadian non-resident withholding tax. Canadian withholding tax applies to dividends that are formally declared and paid by the Company and also to deemed dividends such as those that may be triggered by a cancellation of common shares if the cancellation occurs otherwise than as a result of a simple open market transaction. For either deemed or actual dividends, withholding tax is levied at a rate of 25%, which rate may be reduced pursuant to the terms of an applicable tax treaty between Canada and the country of residence of the non-resident shareholder. The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”), of which Canada is a signatory, affects many of Canada’s bilateral tax treaties (but not the Canada-U.S. Tax Treaty), including the ability to claim benefits thereunder. Affected Non-Canadian Holders should consult their own tax advisors in this regard. Under the Canada- U.S. Tax Treaty, for a Non-Canadian Holder who is the beneficial owner and who is a resident of the United States and entitled full benefits under the Canada-U.S. Tax Treaty, the rate of Canadian withholding tax applicable to dividends is generally reduced to 15%. Furthermore, where such beneficial owner of the dividends is a company that owns at least 10% of the voting shares of the company paying the dividends, the rate of such withholding is reduced to 5%.

In addition to the Canadian withholding tax on actual or deemed dividends, a Non-Canadian Holder also needs to consider the potential application of Canadian income tax on capital gains. A Non-Canadian Holder will generally not be subject to tax under the ITA in respect of any capital gain arising on an actual or deemed disposition of common shares (including, generally, on a purchase by the Company on the open market) unless at the time of disposition such shares constitute “taxable Canadian property” of the holder for purposes of the ITA and such Non-Canadian Holder is not entitled to relief under an applicable tax treaty. If the common shares are listed on a designated stock exchange (which includes the NYSE) at the time they are disposed of, they will generally not constitute taxable Canadian property of a non-Canadian Holder unless, at any time during the 60- month period immediately preceding the disposition of the common shares, the Non-Canadian Holder, persons with whom such Non-Canadian Holder does not deal at arm's length, or the Non-Canadian Holder together with such non-arm’s length persons, owned 25% or more of the issued shares of any class or series of the capital stock of the Company and at such time, more than 50% of the fair market value of the shares was derived from one or any combination of (i) real or immovable property situated in Canada, (ii) Canadian resource properties, (iii) timber resource properties, and (iv) options in respect of, interests in, or civil law rights in, such properties.

Assuming that the common shares have never derived their value principally from any of the items listed in (i)-(iv) above, capital gains derived by a Non-Canadian Holder from the disposition of common shares will generally not be subject to tax in Canada.

Issuer Purchases of Equity Securities

No common shares were purchased by us during the three months ended March 31, 2025.

Unregistered Sales of Equity Securities

None.

ITEM 6. [Reserved]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

Prior to the Separation, as further discussed below, the Starz Business substantially consisted of Old Lionsgate’s Media Networks segment consisting of (i) Starz Networks, which includes the domestic distribution of STARZ branded premium subscription video services through over-the-top (“OTT”) streaming platforms and distributors, on a direct to- consumer basis through the Starz App and through wholesale U.S. and Canada OTT and multichannel video programming distributors (“MVPDs”), including cable operators, satellite television providers and telecommunications companies (in the aggregate the “Starz Platform”), and (ii) International, which consists of the OTT distribution of subscription video services outside the U.S. and Canada.

Furthermore, as described in the Company's May 12, 2025 Form 8-K filing, on May 8, 2025, the Company’s Board of Directors approved a change in the Company's fiscal year end from March 31 to December 31. The date of the Company's

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next fiscal year end will be December 31, 2025. As a result of the change, the Company will file a Transition Report on Form 10-K for the nine-month transition period from April 1, 2025 to December 31, 2025.

Separation

On May 6, 2025, Old Lionsgate, through a series of transactions contemplated by Arrangement Agreement completed the separation of the LG Studios Business from the Starz Business (the “Separation”). As a result of the Arrangement Agreement, the pre-transaction shareholders of Old Lionsgate own shares in two separately traded public companies: (1) Old Lionsgate, which was renamed “Starz Entertainment Corp.” and holds, directly and through subsidiaries, the Starz Business previously held by Old Lionsgate, and (2) New Lionsgate, which was renamed “Lionsgate Studios Corp.” and holds, directly and through subsidiaries, the LG Studios Business previously held by Old Lionsgate, and is owned by Old Lionsgate shareholders and Legacy Lionsgate Studios shareholders. (See Note 18, Subsequent Events, to our audited combined financial statements for further details).

Notwithstanding the legal form of the Separation, for accounting and financial reporting purposes, in accordance with U.S. GAAP, due to the relative significance of the Studios Business as compared to the Starz Business and the continued involvement of Old Lionsgate’s senior management with New Lionsgate following the completion of the Starz Separation, New Lionsgate (which holds the LG Studios Business) is considered the accounting spinnor or divesting entity and Starz (which holds the Starz Business) is considered the accounting spinnee or divested entity. As a result, Old Lionsgate will be the accounting predecessor to New Lionsgate and the Starz Business' historical financial information has been prepared on a carve-out basis and are derived from Old Lionsgate’s consolidated financial statements and accounting records. These combined financial statements reflect the Company's combined historical financial position, results of operations and cash flows as they were historically managed.

See also "Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for discussion of Separation related financing transactions.

Restructuring

In the fiscal year ended March 31, 2023, Old Lionsgate began a plan to restructure its international LIONSGATE+ business, which included the OTT distribution of the LIONSGATE+ branded premium subscription video services outside the U.S. and Canada. During the fiscal years ended March 31, 2025 and 2024, Old Lionsgate continued executing the restructuring plan, which included exiting all international territories of the Starz Business, with the exceptions of Canada (included in the Starz Networks segment) and India (included in the International segment), which was completed in May 2024. The historical results of operations of international territories shut down are presented as discontinued operations in the combined financial statements for all periods presented. See Note 2, Discontinued Operations, to our audited combined financial statements for further details.

As of March 31, 2025, Starz manages and reports its operating results through one reportable segment, Starz Networks, which now includes its Canadian operations. The continuing operations outside the U.S. and Canada, which primarily consists of our operations in India, is reported as International. Effective the fourth quarter of fiscal 2025, the measure of segment operating performance used by the Company’s chief operating decision maker (“CODM”) changed and, as a result, Starz's disclosed measure of segment profit/loss was updated. This change aligns with the update to how the CODM assesses performance and allocates resources for the Company’s segments. See Note 14, Segment Information, to our audited combined financial statements for further details.

Basis of Presentation

Prior to the Separation, the Starz Business historically operated as part of Old Lionsgate and not as a standalone company. The Company's combined financial statements, representing the historical assets, liabilities, operations and cash flows of the Starz Business, have been derived from the separate historical accounting records maintained by Old Lionsgate, and are presented on a carve-out basis as historically managed within Old Lionsgate through the use of a management approach in identifying the Starz Business's operations. In using the management approach, considerations over how the business operates were utilized to identify historical operations that should be presented within the carve-out financial statements.

All revenue and costs, as well as assets and liabilities directly associated with the business activity of the Starz Business are included in the accompanying combined financial statements. Revenue and costs associated with the Company are specifically identifiable in the accounting records maintained by Old Lionsgate and primarily represent the revenue and costs used for the determination of segment profit of the Media Networks segment of Old Lionsgate. In addition, these costs include an allocation of corporate general and administrative expense (inclusive of share-based compensation) which has been allocated to the Company as further discussed below. The costs relating to the Company are

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generally specifically identifiable as costs of the Company in the accounting records of Old Lionsgate and are included in the accompanying combined financial statements.

In May 2024, the Starz Business entered an intercompany revolving credit facility with Lionsgate Studios Corp. which was used to settle intercompany transactions prior to Separation. See Note 18, Subsequent Events, to our audited combined financial statements for further details.

In May 2024, Old Lionsgate consummated a series of transactions, by which the LG Studios Business became a separate publicly traded company, Legacy Lionsgate Studios (the “Studio Separation”). The LG Studios Business is substantially reflective of Old Lionsgate's Motion Pictures and Television Production segments together with a substantial portion of Old Lionsgate’s corporate general and administrative costs.

Prior to the Studio Separation, Old Lionsgate utilized a centralized approach to cash management. Cash generated by the Company was managed by Old Lionsgate’s centralized treasury function and cash was routinely transferred to the Starz Business or to the LG Studios Business to fund operating activities when needed. Cash and cash equivalents of the Starz Business are reflected in the combined balance sheets. Payables to and receivables from Old Lionsgate, primarily related to the Starz Business, were often settled through movement to the intercompany accounts between Old Lionsgate, the Starz Business and the LG Studios Business. Other than certain specific balances related to unsettled payables or receivables, the intercompany balances between the Starz Business and the remainder of Old Lionsgate were accounted for as parent net investment. See Note 17, Related Party Transactions, to the audited combined financial statements for further details.

Management believes the assumptions underlying our combined financial statements, including the assumptions regarding the allocation of general and administrative expenses from Old Lionsgate to us are reasonable. However, the allocations may not include all of the actual expenses that would have been incurred by us and may not reflect its combined results of operations, financial position and cash flows had we been a standalone company during the periods presented. It is not practicable to estimate actual costs that would have been incurred had we been a standalone company and operated as an unaffiliated entity during the periods presented. Actual costs that might have been incurred had we been a standalone company would depend on a number of factors, including the organizational structure, what corporate functions we might have performed directly or outsourced and strategic decisions we might have made in areas such as executive management, legal and other professional services, and certain corporate overhead functions. See Note 17, Related Party Transactions, to the audited combined financial statements for further details of the allocations included in our audited combined financial statements.

The issuer of Old Lionsgate's 5.5% senior notes due April 15, 2029 (the “5.5% Senior Notes”) was Starz Capital Holdings, LLC (previously known as Lions Gate Capital Holdings LLC), a Starz entity. The 5.5% Senior Notes were generally used as a method of financing Old Lionsgate's operations in totality and were not specifically identifiable to the LG Studios Business or the Starz Business. It is not practical to determine what the capital structure would have been historically for the Starz Business or the LG Studios Business prior to the Studio Separation as standalone companies; however, the 5.5% Senior Notes were issued by a subsidiary of Starz and are representative of the overall debt levels that were expected for the Starz Business following the completion of the Separation. In May 2024, the Starz Business issued $389.9 million aggregate principal amount of new 5.5% exchange notes due 2029 (the “Exchange Notes”) in exchange for $389.9 million of the existing 5.5% Senior Notes, (the "Exchange Transaction"). As a result of the Exchange Transaction, the principal amount of the 5.5% Senior Notes outstanding was reduced to $325.1 million and total aggregate debt outstanding was $715.0 million. See Note 6, Debt, and Note 7, Programming Related Obligations, to our audited combined financial statements for further details. Upon completion of the Separation, the Exchange Notes became obligations solely of New Lionsgate and are reflected in New Lionsgate's financial statements. The remaining 5.5% Senior Notes remained with the Company upon completion of the Separation. A portion of Old Lionsgate's corporate debt (the revolving credit facility, term loan A and term loan B, together referred to as the “Old Lionsgate Senior Credit Facilities”) has been assumed by the LG Studios Business under an intercompany note and accordingly, the Old Lionsgate Senior Credit Facilities and related interest expense are not reflected in the Starz Business’s combined financial statements. See Note 6, Debt, and Note 7, Programming Related Obligations, to our audited combined financial statements for further details.

In connection with the Separation, the Company entered into a new credit agreement (the "Credit Agreement") which provides for a $300.0 million senior secured term loan credit facility and a $150.0 million senior secured revolving credit facility. See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for discussion of Separation related financing transactions. See Note 6, Debt, and Note 7, Programming Related Obligations, to our audited combined financial statements for further details

Additional indebtedness directly related to the Company, including programming notes, are reflected in the Company's combined financial statements. See Note 6, Debt, and Note 7, Programming Related Obligations, to our audited combined financial statements for further details.

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Old Lionsgate’s corporate general and administrative functions and costs, which were retained within New Lionsgate, have historically been provided to both the Starz Business and the LG Studios Business. These functions and costs include, but are not limited to, salaries and wages for certain executives and other corporate officers related to executive oversight, investor relations costs, costs for the maintenance of corporate facilities, and other common administrative support functions, including corporate accounting, finance and financial reporting, audit and tax costs, corporate and other legal support functions, and certain information technology and human resources expense. Accordingly, the combined financial statements of the Company, include allocations of certain general and administrative expenses (inclusive of share-based compensation) from Old Lionsgate related to these corporate and shared service functions historically provided by Old Lionsgate. In connection with the Studio Separation, during the fiscal year ended March 31, 2025, Old Lionsgate and Legacy Lionsgate Studios entered into a shared services and overhead sharing agreement (the “Shared Services Agreement”). The Shared Services Agreement facilitates the allocation to the LG Studios Business of all corporate general and administrative expenses of Old Lionsgate, except for an amount of $10.0 million charged annually to the Company. The $10.0 million charge of Old Lionsgate’s corporate general and administrative expenses to the Company pursuant to the Shared Services Agreement is designed to reflect the portion of corporate expenses expended and reflective of the level of effort and costs incurred related to management oversight and services provided for the Company following the Studio Separation. Prior to the Studio Separation, these expenses were allocated to the Starz Business on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of consolidated Old Lionsgate revenue, payroll expense or other measures considered to be a reasonable reflection of the historical utilization levels of these services.

Old Lionsgate also paid certain expenses on behalf of the Starz Business prior to the Separation such as certain rent expense, employee benefits, insurance and other administrative operating costs which are reflected in the accompanying combined financial statements. The Starz Business also paid certain expenses on behalf of Old Lionsgate such as legal expenses, software development costs and severance. The settlement of reimbursable expenses between the Company and the LG Studios Business have been accounted for as parent net investment. See Note 17, Related Party Transactions, of our audited combined financial statements for further detail of parent net investment included in these combined financial statements.

Relationship with New Lionsgate

Following the Separation, certain functions that Old Lionsgate provided to us prior to the completion of the Separation will either continue to be provided to us by New Lionsgate under a Transition Services Agreement or will be performed using our own resources or third-party service providers. Additionally, under our original series programming license agreements, multiyear theatrical film output licensing agreements and library programming agreement with Old Lionsgate, we will continue to distribute New Lionsgate programming. We have incurred certain costs in establishing ourselves as a standalone public company, as well as ongoing additional costs associated with operating as an independent, publicly traded company. See “Components of Results of Operations” below for more information.

Restructuring

As described in Overview above, in the fiscal year ended March 31, 2023, the Starz Business began a plan to exit much of its international LIONSGATE+ business, which included the OTT distribution of the Starz Business's premium subscription video services outside the U.S. and Canada. The shut-down of the legacy LIONSGATE+ business in the territories to be exited has been completed and historical results of operations, with the exception of Canada and India, are presented as discontinued operations in combined financial statements for all periods presented.

In the fiscal year ended March 31, 2023, in connection with its ongoing restructuring activities, the Starz Business performed a strategic review of content performance across Starz’s platforms, resulting in certain programming being removed from those platforms and written down to fair value.

During the fiscal years ended March 31, 2025 and 2024, the Starz Business continued its evaluation of the programming on Starz's platforms and cancelled certain ordered programming, and identified certain other programming with limited strategic purpose which was removed from the Starz platforms and abandoned by the Company.

As a result of these restructuring initiatives in the fiscal years ended March 31, 2025 and 2024 we recorded content impairment charges of $156.4 million and $213.0 million, respectively. These amounts are included in restructuring and other in the combined statement of operations. See Note 13, Restructuring and Other, to our audited combined financial statements for further detail. We have incurred impairment charges from the inception of the plan through March 31, 2025 amounting to $457.0 million.

As the Company continues to evaluate its current restructuring plan in relation to the current micro and macroeconomic environment and the Separation, including further strategic review of content and performance and its

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strategy on a territory-by-territory basis, the Company may decide to expand its restructuring plan and exit additional territories or remove certain content off its platform in the future. Accordingly, the Company may incur additional content impairment and other restructuring charges beyond the amounts listed above.

Components of Results of Operations

Revenue

We earn our revenue from the distribution of branded premium subscription video services through OTT streaming platforms and distributors, on a direct-to-consumer basis through the Starz App and through MVPDs, including cable operators, satellite television providers and telecommunications companies.

Pursuant to our distribution agreements, revenue is primarily generated from fees from subscribers who receive the Company's services or based on other factors (variable fee arrangements), or to a lesser extent, may be based on a monthly fixed fee or minimum guarantee, subject to nominal annual escalations.

The variable distribution fee arrangements represent sales or usage-based royalties, which are recognized over the period of such sales or usage by our distributor, which is the same period that the content is provided to the distributor. Estimates of revenue generated but not yet reported to us by our distribution partners are made based on an estimated number of subscribers using historical trends and recent reporting. Other fixed fee or minimum guarantee programming revenue is recognized over the contract term based on the continuous delivery of the content to the distributor. Subscribers through the Starz App are billed in advance of the start of their monthly or multi-month membership period and revenue is recognized ratably over each applicable membership period.

In connection with the distribution rights obtained outside of the Starz Platform, we license rights to other parties who distribute our content for a fee. New Lionsgate acts as distributor in these arrangements. License fees associated with these agreements have not been material to date.

Expenses

Our primary operating expenses include direct operating expenses, distribution and marketing expenses and general and administrative expenses.

Direct operating expenses include programming cost amortization, programming related salaries, residual expenses, development costs, provision for doubtful accounts, and foreign exchange gains and losses.

Residuals represent amounts payable to various unions or “guilds” such as the Screen Actors Guild - American Federation of Television and Radio Artists, Directors Guild of America, and Writers Guild of America, based on the performance of the film or television program in certain ancillary markets or based on the individual’s (i.e., actor, director, writer) salary level in the television market.

Distribution and marketing expenses primarily include the costs of advertising, consumer marketing, distributor marketing support and other marketing costs, and operating costs for the direct-to-consumer service, transponder expenses and maintenance and repairs.

The level of programming cost amortization and advertising and marketing costs can fluctuate from period to period depending on the number of new original series and first-run output theatrical movies premiering on the network during the period. Programming cost amortization and advertising and marketing costs generally increase in periods where new original series premiere.

General and administrative expenses include salaries and other overhead and include allocations for certain general and administrative expenses from Old Lionsgate to the Starz Business related to certain corporate and shared service functions historically provided by Old Lionsgate to the Starz Business, including, but not limited to, executive oversight, accounting, tax, legal, human resources, occupancy, and other shared services. See “Basis of Presentation” above and Note 1 and Note 17 to our audited combined financial statements for further details on our methodology for allocating these costs. As described in “Overview” above, in connection with the Studio Separation, during the fiscal year ended March 31, 2025, Old Lionsgate and Legacy Lionsgate Studios entered into a shared services and overhead sharing agreement (the “Shared Services Agreement”). The Shared Services Agreement allocates to the LG Studios Business of all corporate general and administrative expenses of Old Lionsgate, except for an amount of $10.0 million to be charged annually to the Company. The $10.0 million charge of Old Lionsgate’s corporate general and administrative expenses to the Company pursuant to the Shared Services Agreement is designed to reflect the portion of corporate expenses expended and reflective of the level of effort and costs incurred related to management oversight and services provided for the Company post Studio Separation with consideration of the then-anticipated completion of the Separation.

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Allocations of expenses from Old Lionsgate are not necessarily indicative of future expenses and do not necessarily reflect results that would have been achieved as an independent, publicly traded company for the periods presented. Recurring standalone costs may be higher than historical allocations, which may have an impact on profitability and operating cash flows. Now that the Separation is complete, we may be required to hire additional staff and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses for, among other things, directors’ and officers’ and other insurance, director fees and additional internal and external accounting, legal and administrative resources and fees.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our accounting policies are more fully described in Note 1 to our audited combined financial statements. As disclosed in Note 1 to our audited combined financial statements, the preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates, judgments and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. The application of the following accounting policies, which are important to our financial position and results of operations, requires significant judgments and estimates on the part of management. As described more fully below, these estimates bear the risk of change due to the inherent uncertainty of the estimate. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management's most difficult, subjective and complex judgments.

Finite-Lived Intangible Assets.At March 31, 2025 and March 31, 2024, the carrying value of the Starz Business's finite-lived intangible assets was approximately $816.0 million and $966.1 million, respectively. The Starz Business's finite-lived intangible assets primarily relate to customer relationships associated with U.S. MVPDs, including cable operators, satellite television providers and telecommunications companies (each a “Traditional Affiliate”), which amounted to $748.0 million and $890.1 million at March 31, 2025 and March 31, 2024, respectively. The amount of the Starz Business's customer relationship asset related to these Traditional Affiliate relationships reflects the estimated fair value of these customer relationships determined in connection with Old Lionsgate's acquisition of the Starz Business on December 8, 2016, net of amortization recorded since the date of the Starz Business's acquisition. Beginning October 1, 2023, the Starz Business's finite-lived intangible assets also include the trademarks and trade names previously accounted for as indefinite-lived intangible assets as discussed below. At March 31, 2025, the carrying value of trademarks and trade names was $68.0 million.

Identifiable intangible assets with finite lives are amortized to depreciation and amortization expense over their estimated useful lives, ranging from 10 to 14 years. The Starz Traditional Affiliate customer relationship intangible asset is amortized in the proportion that current period revenue bear to management’s estimate of future revenue over the remaining estimated useful life of the asset, which results in greater amortization in the earlier years of the estimated useful life of the asset than the latter years.

Amortizable intangible assets are tested for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount of the asset may not be recoverable. If a triggering event has occurred, an impairment analysis is required. The impairment test first requires a comparison of undiscounted future cash flows expected to be generated over the remaining useful life of an asset to the carrying value of the asset. The impairment test is performed at the lowest level of cash flows associated with the asset. If the carrying value of the asset exceeds the undiscounted future cash flows, the asset would not be deemed to be recoverable. Impairment would then be measured as the excess of the asset’s carrying value over its fair value.

The Company monitors its finite-lived intangible assets and changes in the underlying circumstances each reporting period for indicators of possible impairments or a change in the useful life or method of amortization of the finite-lived intangible assets. For fiscal 2025, due to continued changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption, the Company reduced the useful life of its finite-lived intangible assets related to the Starz Tradition Affiliate customer relationships from 16 years to 14 years. This resulted in an increase to amortization expense of $8.3 million for the fiscal year ended March 31, 2025. For the fiscal year ended March 31, 2025, no indicators of impairment were identified. For the fiscal year ended March 31, 2024, due to changes in the industry related to the migration from linear to OTT and direct-to-consumer consumption, we performed an impairment analysis of the amortizable intangible assets. The impairment analysis requires a comparison of undiscounted future cash flows expected to be generated over the useful life of an asset to the carrying value of the asset. Based on the Company's impairment analysis, the estimated undiscounted cash flows exceeded the carrying amount of the asset group by over 50% and

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therefore no impairment charge was required. The estimated undiscounted cash flow assumed a weighted average growth in revenue over the useful life of approximately 2.5%.

Determining whether an intangible asset is recoverable or impaired requires various estimates and assumptions, including whether events or circumstances indicate that the carrying amount of the asset or asset group may not be recoverable, determining estimates of future cash flows for the assets involved and, when applicable, the assumptions applied in determining fair value, including discount rates, growth rates, market risk premiums and other assumptions about the economic environment. If actual revenue significantly underperforms as compared to the forecasted amounts and cost cannot be sufficiently reduced, the undiscounted cash flows may not exceed the carrying value of the asset group and an impairment charge could result for the difference between the fair value and the carrying value of the asset group.

The Company continue to monitor for changes that could significantly decrease the future undiscounted cash flows expected to be generated which could result in an impairment of our amortizable intangible assets, or could require the Company to further shorten the useful life or adopt a more accelerated method of amortization both of which would increase the amount of amortization expense the Company records. Examples of events or circumstances that could result in changes to projected cash flows include the creation and consumer consumption of the Company's content; adverse macroeconomic conditions related to higher inflation and interest rates, and the impact on the global economy from the geopolitical environments including wars, terrorism and multiple international conflicts; volatility in the equity and debt markets which could result in higher weighted-average cost of capital and difficulty in funding the Company's content requirements; the Company's continual contractual relationships with the Company's customers; including the Company's affiliate agreements; and the Company's domestic subscriber growth rates across the Company's traditional and OTT platforms and changes in consumer behavior.

Programming Content. Programming content represents content exploited on the Starz Platform. Programming content is typically licensed content (which we refer to as “licensed program rights”), however, in some cases, programming content may be produced or acquired (which we refer to as “owned and produced films and television programs”). Licensed program rights include content licensed from third parties, including New Lionsgate, for specified airing rights and windows over a contractual term. Program licenses typically have fixed terms and require payments during the production of the content by the licensor, at or near delivery of the content or over the term of the license.Payments for content and additions to content assets and the changes in related liabilities, are classified within operating activities on the combined statements of cash flows. Amortization of programming content, which is discussed further below, is included in direct operating expense on the combined statement of operations.

Programming content is predominantly monetized as part of a film group and therefore is reviewed for impairment in aggregate at a film group level when an event or change in circumstances indicates a change in the expected use of the content or that the fair value may be less than unamortized cost.

Development. Films and television programs in development include costs of acquiring film rights to books, stage plays or original screenplays and costs to adapt such projects. Such costs are capitalized as part of the cost of programming content. Projects in development are written off at the earlier of the date they are determined not to be recoverable or when abandoned, or three years from the date of the initial investment unless the fair value of the project exceeds its carrying cost.

Capitalized Costs. The cost of licensed content is capitalized when the cost is known or reasonably determinable, the license period for programs has commenced, the program materials have been accepted by the Company in accordance with the license agreements, and the programs are available for the first showing. Licensed programming rights may include rights to more than one exploitation window under the Company's output and library agreements. For films with multiple windows, the license fee is allocated between the windows based upon the proportionate estimated fair value of each window which generally results in the majority of the cost allocated to the first window on newer releases.

Costs of acquiring and producing films and television programs are capitalized when incurred. For films and television programs produced by the Company, capitalized costs include all direct production and financing costs, capitalized interest and production overhead.

Amortization. The cost of licensed program rights for films and television programs (including original series) are generally amortized on a title-by-title or episode-by-episode basis using an accelerated or straight-line method based on the expected and historical viewership patterns or the current and anticipated number of exhibitions over the license period or estimated life for owned or produced programs. The number of exhibitions is estimated based on the number of exhibitions allowed in the agreement (if specified) and the expected usage of the content. Residuals are expensed in line with the amortization of production costs.

The Company reviews factors impacting the amortization of the content assets on an ongoing basis. The Company's estimates related to these factors requires considerable management judgement.

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Impairment Assessment. A film group (as defined below) is evaluated for impairment when events or changes in circumstances indicate that the fair value of a film group is less than its unamortized cost. If the result of the impairment test indicates that the carrying value exceeds the estimated fair value, an impairment charge will then be recorded for the amount of the difference.

Estimate of Fair Value. A film group is defined as the lowest level at which identifiable cash flows are largely independent of the cash flows of other films and/or license agreements. The Company's film groups are generally aligned with the Company's networks and digital content offerings in North America (i.e., Starz Networks) and internationally by territory or groups of territories, where content assets are shared across the various territories. Content removed from the service and abandoned is written down to its fair value, if any, determined using a discounted cash flow approach.

As a result of the strategic review of content performance across Starz's platform and as part of our expanded restructuring across our domestic operations, we recorded content impairment charges in the fiscal years ended March 31, 2025 and 2024 of $156.4 million and $213.0 million, respectively, which are included in continuing operations, restructuring and other in the combined statement of operations. See Note 3, Programming Content, and Note 13, Restructuring and Other, to our audited combined financial statements for further details. Discontinued operations for the fiscal years ended March 31, 2025 and March 31, 2024, includes impairment charges of $2.5 million and $160.8 million, respectively, related to the restructuring of LIONSGATE+ discussed above. See Note 2, Discontinued Operations, to our audited combined financial statements for further details.

Revenue Recognition.Revenue may be based on a variable fee (i.e., a fee based on number of subscribers who receive our networks or other subscriber-based factors) or to a lesser extent, may be based on a monthly fixed fee or minimum guarantee, subject to nominal annual escalations. Revenue is also generated through the distribution of our subscription video on demand (“SVOD”) service directly to consumers through the Starz App. The variable distribution fee arrangements represent sales or usage-based royalties, which are recognized over the period of such sales or usage by our distributor, which is the same period that the content is provided to the distributor. Estimates of revenue generated but not yet reported to us by our distribution partners are made based on the estimated number of subscribers using historical trends and recent reporting. We regularly evaluate such assumptions and historically, such estimates have been materially in line with revenue amounts when reported.

Fixed fee or minimum guarantee programming revenue is recognized over the contract term based on the continuous delivery of the content to the distributor. Subscribers through the Starz App are billed in advance of the start of their monthly or multi-month membership period and revenue is recognized ratably over each applicable membership period. Payments to distributors for marketing support costs for which the Company receives a discrete benefit are recorded as distribution and marketing costs, and payments to distributors for which the Company receives no discrete benefit are recorded as a reduction of revenue.

Income Taxes.We are subject to federal and state income taxes in the U.S., and in several foreign jurisdictions. We record deferred tax assets related to net operating loss carryforwards and certain temporary differences, net of applicable reserves in these jurisdictions. We recognize a future tax benefit to the extent that realization of such benefit is more likely than not on a jurisdiction-by-jurisdiction basis; otherwise, a valuation allowance is applied. In order to realize the benefit of our deferred tax assets, we will need to generate sufficient taxable income in the future in each of the jurisdictions which have these deferred tax assets. However, the assessment as to whether there will be sufficient taxable income in a jurisdiction to realize our net deferred tax assets in that jurisdiction is an estimate which could change in the future depending primarily upon the actual performance of the Company. We performed an analysis of the four sources of taxable income (taxable income in prior carryback year(s) if carryback is permitted under the tax law, future reversals of existing taxable temporary differences, tax-planning strategies that would, if necessary, be implemented, and future taxable income exclusive of reversing temporary differences and carryforwards) to determine whether a valuation allowance was needed in the various jurisdictions in which the Company operates. Due to cumulative pretax losses incurred in recent years and lack of other positive evidence, we concluded that valuation allowances were primarily required in Canada, Luxembourg, and India for our fiscal years ended March 31, 2025, 2024, and 2023, and against US deferred tax assets beginning in our fiscal year ended March 31, 2024.As of March 31, 2025, we have a valuation allowance of $177.5 million against certain U.S. and foreign deferred tax assets that may not be realized on a more likely than not basis.

Our income tax benefit differs from the U.S. federal statutory income tax rate of 21% and is affected by many factors, including the overall level of income (loss) before taxes and its mix across the jurisdictions in which we conduct operations, changes in tax laws and regulations, changes in valuation allowances against our deferred tax assets, changes in unrecognized tax benefits, tax planning strategies available to us, and other discrete items.

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Recent Accounting Pronouncements

See Note 1, Description of Business, Basis of Presentation and Significant Accounting Policies, to our audited combined financial statements for a discussion of recent accounting guidance.

RESULTS OF OPERATIONS

Fiscal 2025 Compared to Fiscal 2024

Combined Results of Operations

The following table sets forth our combined results of operations from continuing operations for the fiscal years ended March 31, 2025 and 2024.

Year Ended

March 31, Increase (Decrease)

(Amounts in millions)

Revenue

Expenses:

Goodwill and intangible asset impairment — 663.9 (663.9) (100.0) %

Gain (loss) on extinguishment of debt (5.6) 21.2 (26.8) (126.4) %

_______________________

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Subscriber Data. The number of period-end service subscribers is a key metric which management uses to evaluate a non-ad supported subscription video service. We believe this key metric provides useful information to investors as a growing or decreasing subscriber base is a key indicator of the health of the overall business. Service subscribers may impact revenue differently depending on specific distribution agreements we have with our distributors which may include a rate per STARZ subscriber, rates per basic video household or fixed fees. The table below sets forth, for the periods presented, subscriptions to our Starz Networks and International services.

(Amounts in millions)

Starz Networks

International

Total Starz

Revenue. Combinedrevenue decreased $22.8 million reflecting a decrease of $26.4 million at Starz Networks, partially offset by increased revenue from International of $3.6 million. The decrease in Starz Networks revenue reflects declines in revenue of $58.7 million from traditional linear services, partially offset by higher OTT revenue of $32.1 million resulting from price increases. Starz Networks initiated a price increase at the end of June 2023 and an additional price increase beginning in August 2024, which were each subsequently implemented by its various partners after each respective increase during the fiscal years ended March 31, 2025 and 2024.

During the fiscal year ended March 31, 2025 and the fiscal year ended March 31, 2024, the following original series premiered on STARZ:

Title Premiere Date Title Premiere Date

First Quarter: First Quarter:

Mary & George Season 1 April 5, 2024 Blindspotting Season 2 April 14, 2023

Second Quarter: Second Quarter:

Three Women Season 1 September 13, 2024 Men in Kilts Season 2 August 11, 2023

Power Book IV: Force Season 2 July 28, 2023

Third Quarter: Third Quarter:

Fat Joe Talks Season 1 October 4, 2024 Shining Value Season 2 October 13, 2023

Outlander Season 7B November 22, 2024

Fourth Quarter: Fourth Quarter:

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Direct Operating and Distribution and Marketing Expenses. Direct operating expenses primarily represent programming cost amortization, programming related salaries, residual expenses and development. Distribution and marketing expenses primarily includes advertising and marketing costs and operating costs for the distribution of the services. The level of programming cost amortization and advertising and marketing costs and thus the segment profit for Starz Networks can fluctuate from period to period depending on the number of new original series and first-run output theatrical movies premiering on the network during the period. Programming cost amortization and advertising and marketing costs generally increase in periods where new original series premiere.

Direct Operating Expenses.Direct operating expenses by segment and outside our segments were as follows for the fiscal years ended March 31, 2025 and 2024:

Year Ended March 31,

Amount % of Segment Revenue Amount % of Segment Revenue Amount Percent

(Amounts in millions)

Direct operating expenses

Share-based compensation expense 2.8 n/a 2.7 n/a 0.1 3.7 %

_______________________

(1)During the fourth quarter of the fiscal year ended March 31, 2025, the Starz Business changed the extent of allocations and method of attribution of certain costs to its segments. Accordingly, the following amounts were allocated to Starz Networks in fiscal 2024 to conform to the current period presentation: COVID related benefits of $1.1 million.

Direct operating expenses increased in the fiscal year ended March 31, 2025 due to increases at Starz Networks of $11.9 million, partially offset by a decrease in International of $2.6 million. The increase in Starz Networks direct operating expenses was due primarily to an increase of $123.1 million related to our programming output agreements, partially offset by lower programming cost amortization of $107.2 million related to our Starz Originals.

Distribution and Marketing Expenses. Distribution and marketing expenses by segment and outside our segment were as follows for the fiscal years ended March 31, 2025 and March 31, 2024:

Year Ended March 31, Increase (Decrease)

(Amounts in millions)

Distribution and marketing expenses

Share-based compensation expense 0.8 0.8 — — %

Distribution and marketing expenses decreased in the fiscal year ended March 31, 2025 primarily due to a decrease in direct response and originals advertising and marketing costs as compared to the fiscal year ended March 31, 2024 due to fewer tentpole Original series in the fiscal year ended March 31, 2025.

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General and Administrative Expenses. General and administrative expenses by segment and outside our segment were as follows for the fiscal years ended March 31, 2025 and 2024:

Year Ended

March 31, Increase (Decrease)

2025 % of Revenue 2024 % of Revenue Amount Percent

(Amounts in millions)

General and administrative expenses

Share-based compensation expense 13.9 19.7 (5.8) (29.4) %

_______________________

(1)During the fourth quarter of the fiscal year ended March 31, 2025, the Starz Business changed the extent of allocations and method of attribution of certain costs to its segments. Accordingly, the following amount was allocated to Starz Networks in fiscal 2024 to conform to the current period presentation: purchase accounting and related adjustments of $0.3 million.

General and administrative expenses decreased $21.5 million in the fiscal year ended March 31, 2025, as compared to fiscal 2024, resulting from decreased Starz Networks general and administrative expenses, corporate allocations from Old Lionsgate and a decrease in share-based compensation expense.

For purposes of preparing the combined financial statements on a carve-out basis, the Company has been allocated a portion of Old Lionsgate's total corporate expenses which are included in general, administrative and expenses. Corporate allocated expenses decreased $23.3 million in the fiscal year ended March 31, 2025, resulting primarily from a decrease in corporate incentive-based compensation.

Certain of our employees participate in the share-based compensation plans sponsored by Old Lionsgate. Old Lionsgate share-based compensation awards granted to employees of the Company are reflected in parent net investment within the combined statements of equity at the time they are expensed. The combined statements of operations also include an allocation of Old Lionsgate corporate and shared employee share-based compensation expenses. The following table presents share-based compensation expense by financial statement line item:

Year Ended

(Amounts in millions)

Share-based compensation expense included in:

Direct operating expense 2.8 2.7

Distribution and marketing expense 0.8 0.8

General and administrative expense(1) $ 13.9 $ 19.7

Restructuring and other (2) 0.5 1.4

Total share-based compensation expense $ 18.0 $ 24.6

_______________________

(1)Includes share-based compensation expense related to the allocation of Old Lionsgate corporate and shared employee share-based compensation expenses of $0.7 million and $5.6 million in the fiscal years ended March 31, 2025 and March 31, 2024, respectively.

(2)Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

Depreciation and Amortization Expense. Depreciation and amortization of $170.3 million for the fiscal year ended March 31, 2025 increased $8.5 million from $161.8 million in the fiscal year ended March 31, 2024, due primarily to increased amortization expense of $8.0 million associated with the change in estimated useful life of the Starz trade names.

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Restructuring and Other. Restructuring and other decreased $40.7 million in the fiscal year ended March 31, 2025 as compared to the fiscal year ended March 31, 2024, and includes restructuring and severance costs, and certain transaction and other costs, when applicable. Restructuring and other costs were as follows for the fiscal years ended March 31, 2025 and March 31, 2024 (see Note 13, Restructuring and Other, to our audited combined financial statements for further details):

Year Ended March 31, Increase (Decrease)

(Amounts in millions)

Restructuring and other:

Severance(2)

Accelerated vesting of equity awards 0.5 1.4 (0.9) n/a

Transaction and other costs(3) 24.3 5.0 19.3 nm

_______________________

nm - Percentage not meaningful.

(1)The Company recorded content impairment charges in the fiscal years ended March 31, 2025 and March 31, 2024 as a result of the Company's strategic review of content performance across Starz's platforms. See Note 13, Restructuring and Other, to our audited combined financial statements for further details.

(2)Severance costs were primarily related to restructuring activities and other cost-saving initiatives attributable to continuing operations.

(3)Transaction and related costs in the fiscal years ended March 31, 2025 and March 31, 2024, reflect transaction, integration and legal costs incurred associated with the Separation, certain strategic transactions, restructuring activities and legal matters.

Interest Expense. Interest expense of $45.6 million in fiscal 2025 decreased $1.6 million from fiscal 2024 due primarily to lower interest expense on the 5.5% Senior Notes due to reductions in the amounts outstanding as discussed under Gain (Loss) on Extinguishment of Debt below. The following table sets forth the components of interest expense for the fiscal years ended March 31, 2025 and March 31, 2024:

Year Ended

(Amounts in millions)

Interest Expense

Cash Based:

Amortization of financing costs and other non-cash interest 3.8 3.2

Total interest expense $ 45.6 $ 47.2

In connection with the completion of the Separation, the Exchange Notes, with an aggregate outstanding principal of $389.9 million, became obligations of New Lionsgate. The Company entered into new financing arrangements upon completion of the Separation. See Note 18, Subsequent Events, to our audited combined financial statements for further detail.

Interest and Other Income. Interest and other income of $4.9 million for the fiscal year ended March 31, 2025 increased by $1.4 million compared to interest and other income of $3.5 million for the fiscal year ended March 31, 2024, related to guarantee fees received in the fiscal year ended March 31, 2025.

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Other Expense. Other expense of $7.2 million for the fiscal year ended March 31, 2025 decreased by $0.3 million compared to other expense of $7.5 million for the fiscal year ended March 31, 2024, and represented the loss recorded related to our monetization of accounts receivable program. See Note 16, Additional Financial Information, to our audited combined financial statements for further details.

Gain (Loss) on Extinguishment of Debt. The loss on extinguishment of debt of $5.6 million for fiscal 2025 is related to the write-off of debt issuance costs associated with the 5.5% Senior Note exchange.

The gain on extinguishment of debt of $21.2 million for fiscal 2024 was associated with the repurchase of $85.0 million principal amount of the 5.5% Senior Notes at a discount. See Note 6, Debt, to our audited combined financial statements for further details.

Income Tax Benefit. We had an income tax benefit of $8.6 million in the fiscal year ended March 31, 2025, compared to an income tax benefit of $128.9 million in the fiscal year ended March 31, 2024. Our income tax provision differs from the U.S. federal statutory rate multiplied by pre-tax income (loss) due to the income tax effects of goodwill and intangible asset impairments, state income taxes, and changes in the valuation allowance against our deferred tax assets. Our income tax provisions for the fiscal years ended March 31, 2025 and March 31, 2024 were also impacted by charges for interest and the change in uncertain tax benefits due to the expiration of statutes of limitations and additional settlements with tax authorities.