DEF 14A of Starz Entertainment Corp /CN/, Apr 2, 2026

DEF 14A of Starz Entertainment Corp /CN/

Filed Apr 2, 2026 · FY20250000929351-26-000021

Open on EDGAR

  1. Nominees for Directors

    Nominees for Directors Our Board currently consists of eleven (11) directors. Upon the recommendation of the Nominating & Corporate Governance Committee of the Board, our Board nominated the eleven (11) people named below for election as a director. Ten of the eleven nominees listed below are currently directors of the Company. On March 4, 2026, Mr. Harry E. Sloan notified the Board that he would not stand for re-election as he looks to reduce his overall number of board mandates. Upon the recommendation of the Nominating & Corporate Governance Committee, the Board has nominated Mr. Ramin Arani for election as a new independent director. Each nominee, if elected at the Annual Meeting, will serve until our 2027 annual general and special meeting, or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with our Articles or applicable law. Other than as discussed herein, there are no arrangements or understandings between any nominee and any other person for selection as a nominee. Pursuant to the Investor Rights Agreement (as defined and discussed below under Investor Rights Agreement) , Bruce Mann currently serves as the designee of Liberty Global Ventures Limited and Mark H. Rachesky, M.D., Emily Fine, and Joshua W. Sapan currently serve as designees of MHR Fund Management, LLC. The nominees have consented to serve on the Board if elected and the Board has no reason to believe that they will not serve if elected. If any of the nominees should become unable or unwilling for good cause to serve as a director if elected, the persons the Board has designated as proxies may vote for a substitute nominee if the Board has designated a substitute nominee or for the balance of the nominees. There are no family relationships among the nominees for directors, current directors or executive officers of the Company. Ages are as of April 1, 2026. Their skills and experience as reflected in the Board Profile section below are noted for each of the directors.

  2. Nominees for Directors

    | | | | | Committee Membership | | | | Name | Age | Independent | Director Since | Audit & Risk Committee | Compensation & Talent Committee | Nominating & Corporate Governance Committee | | Ramin Arani | 56 | Yes | - | | | | | Michael Burns | 67 | No | 05/2025 | | | | | Mignon Clyburn | 64 | Yes | 05/2025 | X | | | | Emily Fine | 52 | Yes | 05/2025 | | X | X | | Lisa Gersh | 67 | Yes | 05/2025 | | X | | | Jeffrey A. Hirsch | 54 | No | 05/2025 | | | | | Bruce Mann | 70 | Yes | 05/2025 | | | X | | Mark H. Rachesky, M.D. | 67 | Yes | 05/2025 | | X | | | Joshua Sapan | 75 | Yes | 05/2025 | | | X | | Hardwick Simmons | 85 | Yes | 05/2025 | | | | | Ed Wilson | 69 | Yes | 08/2025 | X | | |

  3. Nominees for Directors

    = Chair; = Financial Expert

  4. Nominees for Directors

    | STARZ 2026 Proxy Statement | 9 |

  5. Nominees for Directors

    | RAMIN ARANI | | | Age: 56 Director Since: Newly proposed director Residence: Wellington, Florida, United States of America | Business Experience Mr. Arani has been a Senior Leader at LionTree since April 2023. He has served as an operating partner at &Vest Capital from February 2022 to August 2023 and was previously the Chief Financial Officer of Vice Media Group from November 2019 to December 2021. From 1992 to 2018, he worked at Fidelity Investments as a research analyst and portfolio manager, where he managed several major funds, including the Fidelity Puritan Fund. Other Directorships Mr. Arani has served as a director of Brunello Cucinelli since May 2020, as a director of LiveOne and PodCastOne since January 2019 and July 2023 respectively, and also currently serves as a director for private company Metropolis. In the past, he has been a director of Fast Acquisition Corp. and Fast Acquisition Corp. II from 2020 to 2023, and Sakara Life from September 2019 to August 2021. He has also held board roles at several private companies including Legendary Pictures, Vice, Moda Operandi, Rent the Runway, Goop, Rumble Fitness, and Emotion Network. He has served on the boards for nonprofit organizations including The College Foundation of the University of Virginia, The Nichols School, Tufts University’s Institute for Global Leadership, Opportunity Network, Devereux Cleo Wallace, and Danny & Ron’s Rescue. Qualifications Mr. Arani brings extensive financial expertise. His background combines public‑company and private‑company governance experience with hands‑on operating leadership in media, consumer, and technology industries. His long record as an investor, strategist, and board member provides a broad perspective on financial oversight, capital allocation, organizational leadership, and business transformation. |

  6. Nominees for Directors

    | MICHAEL BURNS | | | Age: 67 Director Since: May 2025 Position with the Company: Senior Advisor/Consultant to Starz’s Chief Executive Officer Residence: Los Angeles, California, United States of America | Business Experience Mr. Burns has been Lionsgate Studio Corp.’s Vice Chair since May 2025. From May 2024 to May 2025, Mr. Burns served as the Vice Chair of Legacy Lionsgate Studios. From March 2000 to May 2025, Mr. Burns served as the Vice Chair of Old Lionsgate (as hereafter defined). Mr. Burns served as Managing Director and Head of Prudential Securities Inc.’s Los Angeles Investment Banking Office from 1991 to March 2000. Other Directorships Mr. Burns was a director of Old Lionsgate from August 1999 to May 2025 and a director of Legacy Lionsgate Studios from May 2024 to May 2025. Mr. Burns was a director of Hasbro, Inc. (NASDAQ: HAS) from 2014 to 2024. Qualifications Mr. Burns helped build Old Lionsgate into a multibillion-dollar diversified global content leader. Mr. Burns’ notable tenure in investment banking prior to Lionsgate, where he focused on securing equity for the media and entertainment sector, equips him with valuable insights and expertise to support the Board in navigating complex financial transactions and strategic decisions. His understanding of Starz’s operations, coupled with his strategic acumen, industry expertise and expansive professional network, makes him an invaluable member of the Board. |

  7. Nominees for Directors

    | STARZ 2026 Proxy Statement | 10 |

  8. Nominees for Directors

    | MIGNON L. CLYBURN | | | Age: 64 Independent Director Since: May 2025 Committee Membership: Audit & Risk Committee Residence: Charleston, South Carolina, United States of America | Business Experience Ms. Clyburn is President of MLC Strategies, LLC, a Washington, D.C.-based consulting firm, a position she has held since January 2019. Previously, Ms. Clyburn served as a Commissioner of the U.S. Federal Communications Commission (the “FCC”) from 2009 to 2018, including as acting chair. While at the FCC, she was committed to closing the digital divide and championed the modernization of the agency’s Lifeline Program, which assists low-income consumers with voice and broadband service. In addition, Ms. Clyburn promoted a broad spectrum of experiences in media ownership, initiated Inmate Calling Services reforms, supported a broad spectrum of experiences in STEM opportunities and fought for an open internet. Prior to her federal appointment, Ms. Clyburn served 11 years on the Public Service Commission of South Carolina and worked for nearly 15 years as publisher of the Coastal Times, a Charleston weekly newspaper focused on the African American community Other Directorships Ms. Clyburn was a director of Old Lionsgate from September 2020 to May 2025, a director of RingCentral, Inc. (NYSE: RNG) since November 2020, and a director of Lionsgate Studio Corp. from May 2024 to May 2025. Ms. Clyburn previously served on the board of directors of Charah Solutions, Inc. from November 2020 to July 2023. Qualifications Ms. Clyburn has extensive experience as a state regulator of investor-owned utilities and as a federal commissioner in the technology and telecommunications fields. Such expertise and her additional background as a successful business executive, makes Ms. Clyburn invaluable and well qualified to serve on the Board. |

  9. Nominees for Directors

    | EMILY FINE | | | Age: 52 Independent Director Since: May 2025 Committee Membership: Nominating & Corporate Governance Committee and Compensation & Talent Committee Residence: New York, New York, United States of America | Business Experience Ms. Fine is a principal of MHR Fund Management, a New York-based private equity firm that manages approximately $5 billion of capital and has holdings in public and private companies in a variety of industries. Ms. Fine joined MHR Fund Management in 2002 and is a member of the firm’s investment committee. Prior to joining MHR Fund Management, Ms. Fine served as Senior Vice President at Cerberus Capital Management, L.P. and also worked at Merrill Lynch in the Telecom, Media & Technology Investment Banking Group, where she focused primarily on media merger and acquisition transactions. Other Directorships Ms. Fine served as a director of Old Lionsgate from November 2015 to May 2025. Ms. Fine served as a director of Legacy Lionsgate Studios from May 2024 to May 2025. Ms. Fine has served on the Lionsgate Studios Corp. Board since May 2025, and is a member of its Nominating and Corporate Governance Committee. Ms. Fine also serves on the Board of Directors of Rumie Initiative, a non-profit organization dedicated to providing access to free educational content through digital microlearning. Ms. Fine also serves on the Board of Directors of private companies Thor Resources and Magnet Companies. |

  10. Nominees for Directors

    | STARZ 2026 Proxy Statement | 11 |

  11. Nominees for Directors

    | Qualifications Ms. Fine brings to the Board a unique perspective of Lionsgate’s business operations and valuable insight regarding financial matters. Ms. Fine has over 25 years of investing experience and experience working with various companies in the media industry, including, as a principal of MHR Fund Management, working closely with Lionsgate over the past fourteen years. Investor Rights Agreement Ms. Fine serves as a designee of MHR Fund Management under the Investor Rights Agreement (as defined below under Investor Rights Agreement). |

  12. Nominees for Directors

    | LISA GERSH | | | Age: 67 Independent Director Since: May 2025 Committee Membership: Compensation & Talent Committee, Nominating & Corporate Governance Committee (Chair) Residence: Miami Beach, Florida, United States of America | Business Experience In 2000, Ms. Gersh co-founded Oxygen Media with Geraldine Laybourne and served as its President and Chief Operating Officer. In 2007, Oxygen was acquired by NBC Universal and Ms. Gersh was made the President of Strategic Initiatives at NBC. While she was at NBC, Ms. Gersh played an instrumental role in NBC Universal’s multibillion-dollar acquisition of The Weather Channel Companies and served as interim Chief Executive Officer in 2009. In addition, Ms. Gersh pioneered the creation of Education Nation, a multi-media platform focused on engaging the public in a conversation about improving education in the U.S. From October 2017 to October 2018, Ms. Gersh served as Chief Executive Officer of Alexander Wang, a global fashion brand based in New York City. Prior to that, Ms. Gersh was the Chief Executive Officer of Goop, Inc. (a lifestyle brand founded by Gwyneth Paltrow), serving in that role from 2014 until 2016. Prior to Goop, Ms. Gersh served as President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. until 2013. Previously, Ms. Gersh had 13 years of experience creating strong corporate partnerships and other strategic relationships at the New York law firm, Friedman Kaplan & Seiler LLP, which she co-founded and where she served as partner from 1986 to 1998. Ms. Gersh began her career as an attorney with Debevoise & Plimpton. Ms. Gersh holds a B.A. from SUNY Binghamton and a J.D. from Rutgers Law School. Other Directorships Ms. Gersh has served on the Board of Directors of Hasbro, Inc. (Nasdaq: HAS) since July 2010, where she is the Chair of the Compensation Committee and serves on the Nominating, Governance and Social Responsibility Committee. Ms. Gersh also served on the Board of Directors of MoneyLion (NYSE: ML) from 2021 to 2025, where she chaired the Nominating and Governance Committee and serves on the Compensation Committee. Ms. Gersh serves on one private company Board, Jones Road, a cosmetics company founded by Bobbi Brown and is on the Board of The Bail Project, a national nonprofit organization that pays bail for people in need, reuniting families and restoring the presumption of innocence. Qualifications Ms. Gersh is a seasoned operating executive and public company board member with extensive leadership experience. As a former Chief Executive Officer of multiple companies and a current member of two public boards, Ms. Gersh provides effective oversight and exceptional strategic and operational expertise to the Board. |

  13. Nominees for Directors

    | STARZ 2026 Proxy Statement | 12 |

  14. Nominees for Directors

    | JEFFREY A. HIRSCH | | | Age: 54 Position with Starz: Chief Executive Officer and President Residence: Los Angeles, California, United States of America | Business Experience Mr. Hirsch has served as the Chief Executive Officer and President of the Company since the Separation and, prior to that, of the Starz Business since September 2019, shaping its overall business and programming strategy and overseeing the continued evolution and expansion of its streaming platform. Under Mr. Hirsch’s leadership, the Starz Business launched the highly rated STARZ app offering the ability to stream or download Starz premium content. Since the launch of the app, Mr. Hirsch has continued to lead the Starz Business through a successful transition to a majority digital over-the-top business. Mr. Hirsch previously served as the Chief Operating Officer of the Starz Business from June 2016 to September 2019 after joining the Starz Business in July 2015 as President of Global Marketing and Product Development. Prior to that, Mr. Hirsch served as Executive Vice President and Chief Marketing Officer, Residential Services at Time Warner Cable from January 2013 to January 2015. In 2012, Mr. Hirsch was recognized as the sole recipient of the Vanguard Award for Young Leadership and was twice ranked by Forbes for his executive talents and influence in marketing and social media. Qualifications As the Chief Executive Officer and President of Starz, Mr. Hirsch is responsible for the day-to-day supervision, management and control of the business and affairs of Starz, develop its strategic direction, and serve as a bridge between management and the Board to support the alignment of the goals of both. |

  15. Nominees for Directors

    | BRUCE MANN | | | Age: 70 Independent Director Since: May 2025 Committee Membership: Nominating & Corporate Governance Committee Residence: Pacific Palisades, California, United States of America | Business Experience Mr. Mann is Managing Director, Chief Content Officer for Liberty Global and is responsible for content investments, partnerships, and strategy based in Los Angeles. Mr. Mann oversees Liberty Global’s Content Investments which represents circa $1.5bn in value through its strategic and co-controlling stakes in companies such as All3 Media, Formula E, TelevisaUnivision and ITV. Liberty Global Content’s planning and partnership team also manages relationships with global streamers while working closely with its operating companies to maximize the value of its $1.8bn annual investment in its acquired and produced content. Prior to rejoining Liberty Global in 2016, Mr. Mann ran XYZnetworks, Liberty Global’s joint venture with News Corp.-owned Foxtel, which owned, operated, or distributed 11 basic cable television channels. Mr. Mann was also a founding member of Austar Entertainment, Liberty Global’s publicly traded operation in Australia. During his 30 year plus U.S. domestic and international career, Mr. Mann has held several roles in media and sports with TVN, Austar Entertainment, Time Warner, E! Entertainment and the then Washington Redskins. Mr. Mann holds a BA in Business Administration from Clarion University. Other Directorships Mr. Mann is on the Board of Directors of Range Media Partners, and was a member of the Board of Directors of All3 Media until 2024 and a board observer of Formula E. |

  16. Nominees for Directors

    | STARZ 2026 Proxy Statement | 13 |

  17. Nominees for Directors

    | Qualifications Mr. Mann is a valuable member of the Board, bringing extensive experience in content investments, partnerships, and strategy. With a distinguished background in media and entertainment, Mr. Mann offers exceptional expertise in managing investments and strategic relationships that benefit the Board. Investor Rights Agreement Mr. Mann serves as the designee of Liberty under the Starz Investor Rights Agreement (as defined below under Investor Rights Agreement). |

  18. Nominees for Directors

    | MARK H. RACHESKY, M.D. | | | Age: 67 Independent Director Since: May 2025 Committee Membership: Compensation & Talent Committee Residence: New York, New York, United States of America | Business Experience Dr. Rachesky is Founder and Chief Investment Officer of MHR Fund Management LLC, a New York-based private equity firm that manages approximately $5 billion of capital and has holdings in public and private companies across a variety of industries. Other Directorships Dr. Rachesky has served as a director of Lionsgate Studios Corp. since May 2025 and is a member of its Compensation Committee. Dr. Rachesky served as a director of Legacy Lionsgate Studios from May 2024 to May 2025 and was a director of Old Lionsgate from September 2009 to May 2025. Dr. Rachesky is also the Non-Executive Chairman of the Board of Directors, member of the Nominating Committee and the Human Resources and Compensation Committee of Telesat Corporation (NASDAQ: TSAT), and a director and member of the Nominating Committee, the Corporate Governance Committee and the Compensation Committee of Titan International, Inc. (NYSE: TWI). Dr. Rachesky formerly served on the Board of Directors of Loral Space & Communications Inc. until its merger with Telesat Canada in November 2021, on the Board of Directors of Navistar International Corporation (NYSE: NAV) until its merger with Traton SE in July 2021, and on the Board of Directors of Emisphere Technologies Inc. until it was acquired by Novo Nordisk in December 2020. Dr. Rachesky also serves on the Board of Directors of Mt. Sinai Hospital Children’s Center Foundation, the Board of Advisors of Columbia University Medical Center, as well as the Board of Overseers of the University of Pennsylvania, and the Advisory Board of Mt. Sinai Associates. Qualifications Dr. Rachesky offers strong leadership, deep financial expertise, and broad business acumen, backed by over 25 years of successful investments across various industries. Dr. Rachesky’s experience as chair and director of both public and private companies provides valuable, insightful perspectives on the economic, financial, and business dynamics that help shape Starz’s strategic direction. Investor Rights Agreement Dr. Rachesky serves as a designee of MHR Fund Management under the Starz Investor Rights Agreement (as defined below under Investor Rights Agreement). |

  19. Nominees for Directors

    | STARZ 2026 Proxy Statement | 14 |

  20. Nominees for Directors

    | JOSHUA W. SAPAN | | | Age: 75 Independent Director Since: May 2025 Committee Membership: Nominating & Corporate Governance Committee Residence: New York, New York, United States of America | Business Experience Mr. Sapan is the President of Sapan Studio, a boutique media film television production and investment company he founded in 2022. Previously, Mr. Sapan served as the Chief Executive Officer of AMC Networks, Inc. (Nasdaq: AMCX) (“AMC”) from 1996 to September 2021. Mr. Sapan joined AMC in 1987, was named its Chief Executive Officer in 1995 and served as Executive Vice Chairman from September 2021 to December 2022. In June 2011, Mr. Sapan led the company’s successful spin-off from Cablevision Systems Corporation as AMC began trading as a separate public company on the Nasdaq stock exchange. During his tenure at AMC, Mr. Sapan evolved the business from a collection of U.S. cable channels showcasing classic movies to a company known for original programming. Mr. Sapan is credited with building some of television’s most influential entertainment shows, including AMC’s “The Walking Dead,” “Mad Men,” “Breaking Bad,” and “Better Call Saul”; BBC AMERICA’s “Killing Eve”; IFC’s “Portlandia” and “Documentary Now!” and SundanceTV’s “Rectify” and “Top of the Lake.” A champion of new voices, Mr. Sapan has brought independent film to wide audiences through IFC Films, supporting the early work of directors such as Lena Dunham, Barry Jenkins, Richard Linklater, Mira Nair, Christopher Nolan, and Lynn Shelton. In 2005, Mr. Sapan opened the brick-and-mortar IFC Center. Mr. Sapan also moved AMC early into the targeted streaming business, launching Sundance Now in 2014 and the horror-centric Shudder in 2015. In 2018, AMC acquired the urban-oriented ALLBLK and British-focused Acorn TV, and in 2020, it launched AMC+. Mr. Sapan has received a wide range of honors, including induction into the Broadcasting & Cable Hall of Fame, NATPE’s Brandon Tartikoff Legacy Award, the Paley Prize for Innovation and Excellence, and The Media Institute’s Freedom of Speech Award for his contributions to the advancement and protection of free speech. Mr. Sapan serves on the boards of the American Film Institute, the Museum of the Moving Image, New York Public Radio, the New School, People for the American Way, and Haiti Air Ambulance. Mr. Sapan is the author of four books: “Cable TV” published by Putnam, “The Big Picture: America in Panorama”, and “Third Act,” both from Princeton Architectural Press, and “RX”, a book of poetry published by Red Hen Press in 2023. Qualifications Mr. Sapan is a valuable member of the Board, bringing extensive experience in producing independent film and television, as well as making strategic investments in new media enterprises. With a strong background in leadership roles at prominent media organizations, Mr. Sapan offers deep expertise in content production, distribution, and media strategy, positioning him to help guide Starz’s growth as a leading premium subscription video service. Investor Rights Agreement Mr. Sapan serves as a designee of MHR Fund Management under the Starz Investor Rights Agreement (as defined below under Investor Rights Agreement). |

  21. Nominees for Directors

    | STARZ 2026 Proxy Statement | 15 |

  22. Nominees for Directors

    | HARDWICK SIMMONS | | | Age: 85 Independent Director Since: May 2025 Committee Membership: Audit & Risk Committee (Chair) Residence: Marion, Massachusetts, United States of America | Business Experience Mr. Simmons currently serves as a director of several privately held companies. He is currently president of Stonetex Oil Corp. and a life trustee of Woods Hole Oceanographic Institution. From February 2001 to June 2003, Mr. Simmons served first as Chief Executive Officer and then as Chairman and Chief Executive Officer at The NASDAQ Stock Market Inc. From May 1991 to December 2000, Mr. Simmons served as President and Chief Executive Officer of Prudential Securities Incorporated. Other Directorships Mr. Simmons served as a director of Old Lionsgate from June 2005 to May 2025, and was a director of Legacy Lionsgate Studios from May 2024 to May 2025. From 2005 to 2016, Mr. Simmons was the Lead Director and Chairman of the Audit and Risk Committee of Raymond James Financial (NYSE: RJF). Mr. Simmons is a former chairman of the Securities Industry Association, a former director of the Chicago Board Options Exchange, a former lead director of Raymond James Financial and a former president of the New York Bond Club. Mr. Simmons is also a director of private companies Invivoscribe, Inc. and Stonetex Corp. Qualifications Through an accomplished career leading one of the largest equity securities trading markets in the world, and managing other significant financial institutions, Mr. Simmons brings invaluable business and financial expertise to the Board in its deliberations on complex transactions and financial matters. Mr. Simmons’ extensive business knowledge and valuable insights into investment banking and regulation further enhances the Board’s ability to effectively oversee Starz’s operations. | | ED WILSON | | | Age: 69 Independent Director Since: August 2025 Committee Membership: Audit & Risk Committee, Compensation & Talent Committee (Chair) Residence: Los Angeles, California, United States of America | Business Experience Mr. Wilson is an entrepreneurial media executive who moves seamlessly between traditional and emerging media and gracefully from the executive boardroom to the free-thinking space of content and talent development. He is a sought-after advisor in the technology, media and telecom (TMT) sector, currently serving on the Boards of VICE Media which is in the midst of a remarkable post-bankruptcy turn-around, and Extreme Reach, an AI-driven creative technology platform for brands and publishers. In 2022, Mr. Wilson and his son, Royce, launched Fifth Growth Fund, an early to middle stage growth fund focused on media and technology investments. He is also a Founding Partner in Whisper Advisors, a boutique advisory and banking firm, and the Founder of Dreamcatcher Media. Across his various roles, Mr. Wilson draws on deep relationships developed over a two decade plus span when he served as President of FOX Television Network, NBC Enterprises and CBS Enterprises, as well as President of Tribune Broadcasting and Chief Revenue Officer of Tribune Corp. In the educational and philanthropic realm, Mr. Wilson served as a Member of the Board of Trustees of Southern Methodist University for 12 years and continues to serve on the Executive Board of the Cox School of Business there. He is on the Advisory Board at the Walton Business School at the University of Arkansas and previously sat on the Boards of the USO and the San Diego Zoo. |

  23. Nominees for Directors

    | STARZ 2026 Proxy Statement | 16 |

  24. Nominees for Directors

    | Other Directorships Mr. Wilson has served as a director of private company VICE Media since June 2024 and private company Extreme Reach since September 2024. Qualifications Mr. Wilson’s extensive experience as a media and technology investor, entrepreneur, and studio executive uniquely qualifies him to serve on the Board. Mr. Wilson’s wealth of strategic and operational expertise offers valuable insights and contributes meaningfully to Starz’s strategic direction and decision-making processes. |

  25. Nominees for Directors

    The Board and the Nominating & Corporate Governance Committee are committed to ensuring that the Board is composed of directors who possess highly relevant skills, professional experience and backgrounds, bring varied viewpoints and perspectives, and effectively represent the long-term interests of shareholders. The director qualifications listed above demonstrate their experience with public company corporate governance and risk management principles, financial insight, experience in the media and entertainment industry, and strategic planning. Independent directors (under Nasdaq standards) make up approximately 82% of the Board. Our Board believes that our directors have demonstrated the ability to devote the time and attention necessary to fulfill their responsibilities as directors and their service on the Board is in the best interest of the Company and its shareholders.

  26. ENVIRONMENTAL, SOCIAL AND GOVERNANCE

    | Director Compensation |

  27. ENVIRONMENTAL, SOCIAL AND GOVERNANCE

    | Name (a) | Fees Earned or Paid in Cash ($)(1)(2)(b) | Stock Awards ($)(2)(3)(c) | Option Awards ($)(3)(d) | Non-Equity Incentive Plan Compensation ($)(e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(f) | All Other Compensation ($)(4)(g) | Total ($)(h) | | Michael Burns** | 100,000 | — | — | — | — | 400,000 | 500,000 | | Mignon Clyburn** | 66,667 | — | — | — | — | — | 66,667 | | Gordon Crawford* | 12,164 | — | — | — | — | — | 12,164 | | Emily Fine** | 76,804 | — | — | — | — | — | 76,804 | | Michael T. Fries* | 10,137 | — | — | — | — | — | 10,137 | | Lisa Gersh | 80,000 | — | — | — | — | — | 80,000 | | Marc Graboff | 0 | — | — | — | — | — | 0 | | John D. Harkey, Jr.* | 13,178 | — | — | — | — | — | 13,178 | | Susan McCaw* | 10,137 | — | — | — | — | — | 10,137 | | Bruce Mann | 66,667 | — | — | — | — | — | 66,667 | | Yvette Ostolaza* | 12,164 | — | — | — | — | — | 12,164 | | Mark H. Rachesky, M.D.** | 82,075 | — | — | — | — | — | 82,075 | | Joshua Sapan | 86,667 | — | — | — | — | — | 86,667 | | Daryl Simm* | 0 | — | — | — | — | — | 0 | | Hardwick Simmons** | 86,667 | — | — | — | — | — | 86,667 | | Harry Sloan** | 79,845 | — | — | — | — | — | 79,845 | | Ed Wilson | 36,558 | — | — | — | — | — | 36,558 |

  28. EXECUTIVE COMPENSATION INFORMATION

    | Summary Compensation Table |

  29. EXECUTIVE COMPENSATION INFORMATION

    The Summary Compensation Table below quantifies the value of the different forms of compensation earned by or awarded to the Named Executive Officers for the transition period from April 1, 2025 to December 31, 2025 and, as applicable, the three prior fiscal years. The primary elements of each Named Executive Officer’s total compensation reported in the table are base salary, an annual bonus and long-term equity incentives. The Named Executive Officers also received the other benefits listed in All Other Compensation of the Summary Compensation Table, as further described in footnote 5 to the table. The Summary Compensation Table should be read in conjunction with the tables and narrative descriptions that follow. The Grants of Plan-Based Awards table and the accompanying description of the material terms of equity awards granted in the transitional fiscal year ended December 31, 2025 provide information regarding the long-term equity incentives awarded to the Named Executive Officers in the transitional fiscal year ended December 31, 2025. The Outstanding Equity Awards at Transitional Fiscal 2025 Year-End and Option Exercises and Stock Vested tables provide further information on the Named Executive Officers’ potential realizable value and actual value realized with respect to their equity awards. The Pay Versus Performance table reflects certain information regarding compensation actually paid to the Named Executive Officers, as defined by Item 402(v) of Regulation S-K, and certain measures of our financial performance for transitional fiscal 2025.

  30. Summary Compensation Table — Transitional Fiscal 2025

    Summary Compensation Table — Transitional Fiscal 2025 The following table provides information concerning the total compensation earned in 2025 for the Named Executive Officers.

  31. Summary Compensation Table — Transitional Fiscal 2025

    | Name (a) | Year (b) | Salary1 ($) (c) | Bonus ($) (d) | Stock Awards2 ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation 3 ($) (g) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings4 ($) (h) | All Other Compensation5 ($) (i) | Total ($) (j) | | Jeffrey A. Hirsch Chief Executive Officer and President | TF25 | 1,162,877 | – | 2,530,994 | – | 2,950,493 | 96,218 | 13,241 | 6,753,823 | | Alison Hoffman President, Starz Networks | TF25 | 856,164 | – | 969,297 | – | 902,376 | – | 26,332 | 2,754,169 | | Scott Macdonald Chief Financial Officer | TF25 | 682,972 | – | 708,290 | – | 570,405 | 21,451 | 25,332 | 2,008,450 | | Audrey Lee EVP, General Counsel | TF25 | 562,436 | – | 361,910 | – | 346,517 | – | 27,783 | 1,298,646 | | Jason Wyrick EVP, Technology | TF25 | 438,714 | – | 231,129 | – | 266,600 | – | 21,247 | 957,690 | | Jon Feltheimer Chief Executive Officer, Old Lionsgate | TF25* | 152,055 | – | – | – | – | – | 72,028 | 224,083 | | | FY25 | 1,500,000 | 1,200,000 | 6,727,032 | – | – | – | 396,200 | 9,823,232 | | | FY24 | 1,500,000 | 11,000,000 | 5,427,902 | – | – | – | 286,046 | 18,213,948 | | | FY23 | 1,500,000 | 10,000,000 | 9,750,004 | – | – | – | 278,405 | 21,528,409 | | James W. Barge Chief Financial Officer, Old Lionsgate | TF25* | 126,712 | – | – | – | – | – | 2,674 | 129,386 | | | FY25 | 1,250,000 | 3,000,000 | 2,858,023 | – | – | – | 18,144 | 7,126,167 | | | FY24 | 1,166,667 | 3,500,000 | 3,033,711 | 911,481 | – | – | 15,236 | 8,627,095 | | | FY23 | 1,000,000 | 3,000,000 | 5,965,724 | 891,066 | – | – | 14,285 | 10,871,075 |

  32. Summary Compensation Table — Transitional Fiscal 2025

    *Messrs. Feltheimer and Barge’s 2025 compensation information represents the pro-rata amount of compensation paid for the portion of the nine-month transition period 2025 during which they served as Executive Officers for Old Lionsgate, from April 1, 2025 until the Separation on May 7, 2025. During this period they were not granted any equity awards. (1)For the nine-month transition period ended December 31, 2025, salaries earned by the NEOs accounted for approximately the following percentages of their total Company compensation: Mr. Hirsch – 17.28%; Ms. Hoffman – 31.09%; Mr. Macdonald – 34.09%; Ms. Lee – 43.31%; Mr. Wyrick – 45.81%; Mr. Feltheimer – 67.86%; and Mr. Barge – 97.93%. (2)Stock Awards represent the fair value of RSUs and PSUs on the accounting grant date in accordance with FASB ASC 718. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, see the discussion of stock awards and option awards contained in Note 9, Capital Stock to Starz’s Audited Consolidated Financial Statements, included as part of Starz’s Transition Report on Form 10-KT for the nine-month transition period from April 1, 2025 to December 31, 2025 filed with the SEC on February 26, 2026. As described in the Compensation Discussion and Analysis above under Long-Term Incentive Awards, the Compensation & Talent Committee has approved certain grants of PSUs to each of the Named Executive Officers that would vest based on such company performance criteria determined by the Compensation & Talent Committee for each of the 12-month performance periods covered by these awards (with a tranche of each award being allocated to each of the performance periods for that award). Under SEC rules, the value of equity awards is reported as compensation for the fiscal year in which the grant dates (as determined for accounting purposes)

  33. Summary Compensation Table — Transitional Fiscal 2025

    | STARZ 2026 Proxy Statement | 57 |

  34. Summary Compensation Table — Transitional Fiscal 2025

    occur. Accordingly, the PSUs are generally not reported until the Compensation & Talent Committee sets and communicates the performance metrics for a particular performance period under the award, and the portion of the award that relates to that performance period is reported as compensation for the fiscal year in which such determination was made. Awards that were outstanding under the equity plans of Old Lionsgate immediately prior to the Separation that were held by Old Lionsgate employees who became Starz employees were converted into Starz awards immediately after the Separation and assumed under Starz’s 2025 Plan. For further discussion of this conversion, see the discussion contained in the Introductory Note to Starz’s Form 8-K filed on May 6, 2025. (3)Non‑Equity Incentive Plan Compensation represents cash payouts earned under the Company’s annual bonus plan. (4)Prior to December 31, 2016, the Company periodically permitted its Named Executive Officers and certain other key employees to elect to receive a portion of their compensation (salary and/or bonus) on a deferred basis, under a legacy deferred compensation plan that was frozen on December 31, 2016 (see Non-Qualified Deferred Compensation below for further information). Under this plan, participants earn 9% per annum on deferred compensation. In accordance with Treasury Regulations, at the time the rate was set, 4% of the 9% interest earned was deemed to be above market rate. As such, the amounts in the table represent the above market interest earned. (5)All Other Compensation includes employer contributions to retirement plans, benefits, and other perquisites. The following table outlines the amounts included in All Other Compensation in All Other Compensation in the Summary Compensation Table for the Named Executive Officers in the nine-month transition period ended December 31, 2025:

  35. Summary Compensation Table — Transitional Fiscal 2025

    | Name | 401(k) Contributions ($) | Term Life Insurance Premiums (a) ($) | Severance/ Retirement ($) | Automobile Allowance ($) | Miscellaneous ($) (b) | Disability Benefits ($) | Total ($) | | Jeffrey A. Hirsch | 1,577 | 3,091 | – | 7,777 | – | 796 | 13,241 | | Alison Hoffman | 23,500 | 2,016 | – | – | – | 816 | 26,332 | | Scott Macdonald | 13,200 | 11,336 | – | – | – | 796 | 25,332 | | Audrey Lee | 21,495 | 5,492 | – | – | – | 796 | 27,783 | | Jason Wyrick | 14,959 | 5,492 | – | – | – | 796 | 21,247 | | Jon Feltheimer* | 3,462 | 70 | – | – | 68,370 | 127 | 72,029 | | James W. Barge* | 2,462 | 85 | – | – | – | 127 | 2,674 |

  36. Summary Compensation Table — Transitional Fiscal 2025

    *Messrs. Feltheimer and Barge’s 2025 compensation information represents the other compensation paid for the portion of the nine-month transition period 2025 during which they served as Executive Officers for Old Lionsgate, from April 1, 2025 until the Separation on May 7, 2025. (a)Starz is not the beneficiary of the life insurance policies, and the premiums that Starz pays are taxable as income to the applicable officer. This insurance is not split-dollar life insurance. (b)For Mr. Feltheimer, the amount in this column includes $24,491 in security service costs, and $43,879 in incremental costs for the personal use of the Old Lionsgate-leased aircraft, each of which were incurred while he served as CEO of Old Lionsgate, from April 1, 2025 until the Separation on May 7, 2025. Personal use of the aircraft was valued by Old Lionsgate using an incremental cost method that takes into account variable cost per flight hour, as well as other direct operating costs to Old Lionsgate, including fuel costs, crew fees and travel expenses, trip-related repairs and maintenance, landing fees, and other direct operating costs. Incremental costs do not include certain fixed costs that do not change based on usage (e.g., maintenance not related to personal trips, flight crew salaries, and depreciation).

  37. Summary Compensation Table — Transitional Fiscal 2025

    | Description of Individual Agreements |

  38. Summary Compensation Table — Transitional Fiscal 2025

    We have entered into employment agreements with two of the current Named Executive Officers and, prior to the Separation, the two former Named Executive Officers, the key terms of which are described below. Provisions of these

  39. Summary Compensation Table — Transitional Fiscal 2025

    | STARZ 2026 Proxy Statement | 58 |

  40. Summary Compensation Table — Transitional Fiscal 2025

    agreements relating to post-termination of employment benefits are discussed below under Potential Payments Upon Termination or Change in Control.

  41. Summary Compensation Table — Transitional Fiscal 2025

    | Jeffrey A. Hirsch | Current Employment Agreement: | November 11, 2025 | | | Title: | Chief Executive Officer and President | | | Term: | May 7, 2025 through December 31, 2028 | | | Base Salary: | $1,550,000.00 | | | Annual Discretionary Bonuses: | Beginning in 2026, eligible for an annual incentive bonus to be determined at the full discretion of the Compensation & Talent Committee, with a target of 300% of base salary; for transitional year 2025, the target bonus was pro-rated to reflect the difference in base salaries and target incentive payouts between his prior agreement and current agreement, and any payout is made in cash. | | | Other Benefits: | Eligible to participate in the usual benefit programs for executives at the same level, including life and disability insurance, as well as to receive a car allowance of $1,111 per month. | | | Annual Equity Awards: | Eligible for annual long-term incentive awards with a target value of $9,000,000, including time-based RSUs, adjusted OIBDA performance-based awards and stock-based performance awards. In addition, Mr. Hirsch may earn up to $6,000,000 in annual stock out-performance bonuses for achievement of higher stock price targets. All awards are subject to continued employment and applicable performance and vesting conditions. | | | Prior Employment Agreement: Title: | September 30, 2019, as amended from time to time Chief Executive Officer and President of Starz LLC | | | Term: Base Salary: | August 1, 2019 through November 11, 2025 (superseded by current agreement) $1,500,000 effective August 1, 2024; $1,250,000.00 from August 1, 2019 July 31, 2024 | | | Annual Discretionary Bonuses: | Eligible for an annual incentive bonus to be determined at the full discretion of the Compensation Committee of Lions Gate, with a target of 200% of base salary. | | | Other Benefits: Annual Equity Awards: | Eligible to participate in the usual benefit programs for executives at the same level. Eligible for annual long-term incentive awards with a target value of $4,000,000. | | Alison Hoffman | Employment Agreement: | February 27, 2023, as amended on March 15, 2023, on August 23, 2024, and on November 6, 2025 | | | Title: | President, Starz Networks |

  42. Summary Compensation Table — Transitional Fiscal 2025

    | STARZ 2026 Proxy Statement | 59 |

  43. Summary Compensation Table — Transitional Fiscal 2025

    | | Term : | February 27, 2023 through August 5, 2026 | | | Base Salary: | $1,250,000, effective August 4, 2025; $1,000,000 from April 1, 2025 through August 3, 2025 | | | Bonus: | Eligible for an annual incentive bonus to be determined at the full discretion of the Compensation & Talent Committee, with a target of 130% of base salary. | | | Other Benefits: | Eligible to participate in the usual benefit programs for executives at the same level. | | | Equity Award: | Eligible to receive annual grants as to Starz common shares each year from fiscal 2025 through fiscal 2026 with a grant date value of 70% base salary, each with a three-year vesting period, and to consist of: (i) one-third time-based restricted share units, (ii) one-third time-based options, and (iii) one-third performance-based restricted share units, as determined by the Compensation & Talent Committee. | | Jon Feltheimer | Employment Agreement: | August 8, 2024 | | | Title: | Chief Executive Officer, Old Lionsgate | | | Term: | N/A following the Separation | | | Base Salary: | $1,500,000 | | | Bonus: | Was eligible for an annual incentive bonus to be determined at the full discretion of the Old Lionsgate Compensation & Talent Committee, with a target of $7,500,000 and maximum of 200% of the target amount; any portion that exceeds $1,500,000 for a particular year may be paid in the form of fully vested existing common stock. | | | Other Benefits: | Eligible to participate in Old Lionsgate’s usual benefit programs for executives at the same level, as well as company-provided life and disability insurance coverage, reasonable club membership dues, and limited use of Old Lionsgate’s private aircraft. | | | Annual Equity Awards: | Eligible to receive annual grants as to common shares each year beginning in fiscal 2026. | | James W. Barge | Employment Agreement: | August 1, 2023 | | | Title: | Chief Financial Officer, Old Lionsgate | | | Term: | N/A following the Separation | | | Base Salary: | $1,250,000 | | | Bonus: | Eligible for an annual incentive bonus to be determined at the full discretion of the Old Lionsgate Compensation & Talent Committee in consultation with Old Lionsgate’s Chief Executive Officer, with a target amount two hundred forty percent (240%) of his base salary. |

  44. Summary Compensation Table — Transitional Fiscal 2025

    | STARZ 2026 Proxy Statement | 60 |

  45. Summary Compensation Table — Transitional Fiscal 2025

    | Other Benefits: | Eligible to participate in Old Lionsgate’s usual benefit programs for executives at the same level. | | Annual Equity Awards: | Eligible to receive annual grants as to common shares each year from fiscal 2024 through fiscal 2026 with a grant date value of $3,750,000, each with a three-year vesting period and to consist of restricted share units and/or options (or SARs) as determined by the Old Lionsgate Compensation & Talent Committee. |

  46. Summary Compensation Table — Transitional Fiscal 2025

    | Grants of Plan-Based Awards |

  47. Summary Compensation Table — Transitional Fiscal 2025

    The following table presents information regarding the incentive awards granted to the Named Executive Officers during the transitional fiscal year ended December 31, 2025. Each of the equity-based awards was granted under the 2025 Plan. This plan assumed all outstanding awards from the prior Old Lionsgate plans with respect to Starz employees. Detailed information on each equity award is presented in the narrative that follows the table.

  48. Summary Compensation Table — Transitional Fiscal 2025

    | STARZ 2026 Proxy Statement | 61 |

  49. Grants of Plan-Based Awards Table — Transitional Fiscal 2025

    Grants of Plan-Based Awards Table — Transitional Fiscal 2025

  50. Grants of Plan-Based Awards Table — Transitional Fiscal 2025

    | | | | Estimated future payouts under non-equity incentive plan awards 2 | | | Estimated future payouts under equity incentive plan awards 3 | | | All Other Stock Awards: Numbers of Shares of Stock or Units (#) (i)4 | All Other Options Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/sh) (k) | Grant Date Fair Value of Stock and Option Awards ($) (l) 5 | | Name (a) | Grant Date (b)* 1 | Award Date | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Jeffrey A. Hirsch Chief Executive Officer and President | 6/26/2025 | 7/27/2022 | — | — | — | — | 35,475 | — | — | — | — | 546,670 | | | 6/26/2025 | 7/3/2023 | — | — | — | — | 43,937 | — | — | — | — | 695,083 | | | 6/26/2025 | 8/1/2024 | — | — | — | — | 39,228 | — | — | — | — | 630,394 | | | 12/8/2025 | 12/8/2025 | — | — | — | — | — | — | 61,517 | — | — | 658,847 | | | | | — | 3,340,684 | 5,011,026 | — | — | — | — | — | — | — | | Alison Hoffman President, Starz Networks | 6/26/2025 | 7/27/2022 | — | — | — | — | 11,440 | — | — | — | — | 176,290 | | | 6/26/2025 | 7/3/2023 | — | — | — | — | 19,223 | — | — | — | — | 304,108 | | | 6/26/2025 | 8/1/2024 | — | — | — | — | 18,172 | — | — | — | — | 292,024 | | | 8/4/2025 | 8/4/2025 | — | — | — | — | — | — | 13,457 | — | — | 196,875 | | | | | — | 1,010,273 | 1,515,409 | — | — | — | — | — | — | — | | Scott Macdonald Chief Financial Officer | 6/26/2025 | 7/27/2022 | — | — | — | — | 10,399 | — | — | — | — | 160,249 | | | 6/26/2025 | 7/3/2023 | — | — | — | — | 13,136 | — | — | — | — | 207,812 | | | 6/26/2025 | 8/1/2024 | — | — | — | — | 13,039 | — | — | — | — | 209,537 | | | 8/4/2025 | 8/4/2025 | — | — | — | — | — | — | 8,933 | — | — | 130,693 | | | | | — | 645,839 | 968,758 | — | — | — | — | — | — | — | | Audrey Lee EVP, General Counsel | 6/26/2025 | 7/27/2022 | — | — | — | — | 4,927 | — | — | — | — | 75,925 | | | 6/26/2025 | 7/3/2023 | — | — | — | — | 6,223 | — | — | — | — | 98,448 | | | 6/26/2025 | 8/1/2024 | — | — | — | — | 6,060 | — | — | — | — | 97,384 | | | 8/4/2025 | 8/4/2025 | — | — | — | | — | — | 6,162 | — | — | 90,153 | | | | | — | 406,329 | 609,493 | — | — | — | — | — | — | — | | Jason Wyrick EVP, Technology | 6/26/2025 | 7/27/2022 | — | — | — | — | 2,794 | — | — | — | — | 43,056 | | | 6/26/2025 | 7/3/2023 | — | — | — | — | 3,530 | — | — | — | — | 55,845 | | | 6/26/2025 | 8/1/2024 | — | — | — | — | 3,998 | — | — | — | — | 64,248 | | | 8/4/2025 | 8/4/2025 | — | — | — | — | — | — | 4,647 | — | — | 67,980 | | | | | — | 316,619 | 474,928 | — | — | — | — | — | — | — | | Jon Feltheimer* Chief Executive Officer, Old Lionsgate | — | — | — | — | — | — | — | — | — | — | — | — | | James W. Barge* Chief Financial Officer, Old Lionsgate | — | — | — | — | — | — | — | — | — | — | — | — |

  51. Grants of Plan-Based Awards Table — Transitional Fiscal 2025

    *Messrs. Feltheimer and Barge’s 2025 grants of plan-based awards information represents the transition fiscal year 2025 during which they served as Executive Officers for Old Lionsgate, from April 1, 2025 until the Separation on May 7, 2025. During this period they were not granted any equity awards. (1)The grant date is presented in accordance with FASB ASC 718. (2)Amounts reported in the “Estimated Future Payouts Under Non‑Equity Incentive Plan Awards” column represent potential cash incentive awards under the Company’s annual incentive program for the applicable fiscal year. These awards are contingent upon the achievement of pre‑established performance goals approved by the Compensation & Talent Committee at the beginning of the performance period. The performance metrics for the program include, among other measures, Adjusted OIBDA and Revenue. For the applicable performance period, the annual incentive program provided for payout opportunities based on the level of performance attained relative

  52. Grants of Plan-Based Awards Table — Transitional Fiscal 2025

    | STARZ 2026 Proxy Statement | 62 |

  53. Grants of Plan-Based Awards Table — Transitional Fiscal 2025

    to target. Threshold performance corresponds to achievement of target performance below 75% of Adjusted OIBDA and at or below 90% for Revenue and results in a payout equal to 0% on the company performance factor. However, the Compensation & Talent Committee retains discretion to approve bonus payments based on individual performance or other factors. Target performance corresponds to achievement of 100% of expected performance and results in a payout equal to 100% of the target award. Maximum performance reflects exceptional performance that is at or above 125% of target performance for Adjusted OIBDA and at or above 110% of target performance for Revenue, and results in a payout of up to 150% of the target award. Payouts, if any, are determined by the Compensation & Talent Committee following the conclusion of the performance period based on the Company’s actual performance results. (3)Amounts reported in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column represent PSUs granted under the Company’s long‑term incentive program. Awards of PSUs vest annually over a three‑year period based on Company performance relative to annual goals set by the Compensation & Talent Committee. The performance metrics applicable to these PSU awards include Adjusted OIBDA and Revenue. Awards that were outstanding under the equity plans of Old Lionsgate immediately prior to the Separation that were held by Old Lionsgate employees who became Starz employees were converted into Starz awards immediately after the Separation and assumed under Starz’s 2025 Plan. For further discussion of this conversion, see the discussion contained in the Introductory Note to Starz’s Form 8-K filed on May 6, 2025. As previously discussed under Performance Results for Payout of Equity Awards Vested in 2025, the Compensation & Talent Committee approved a payout at 88% based on company performance for the PSUs awarded in 2022, 2023, and 2024 and vesting in 2025. These PSUs were cash-settled to address dilution consideration. (4)Amounts reported in the “All Other Stock Awards” column represent time‑based RSUs granted under the Company’s equity incentive plan. The RSUs vest in equal annual installments over a three‑year vesting period, subject to the executive’s continued employment with the Company through each applicable vesting date. Unvested RSUs are subject to forfeiture upon termination of employment prior to the applicable vesting date, in accordance with the terms of the equity incentive plan and the individual award agreements. (5)The amounts reported in the “Grant Date Fair Value of Stock and Option Awards” column reflect the fair value of these awards on the grant date as determined under the principles used to calculate the value of equity awards for purposes of the Company’s financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in this column, see footnote (2) to the Summary Compensation Table. In the transitional fiscal year ended December 31, 2025, the Compensation & Talent Committee granted long-term incentive awards designed to align with the Company’s multi-year strategy of expanding content slate, increasing subscribers and revenue growth. For the Named Executive Officers, the Compensation & Talent Committee increased the percentage of PSUs within the long‑term incentive award to reinforce alignment with shareholders and emphasize the importance of generating sustainable long‑term returns. This design focuses executive compensation on delivering consistent creative excellence and executing the strategic initiatives expected to drive meaningful shareholder value over time. Each of the equity-based awards reported in the Grants of Plan-Based Awards table was granted under, and is subject to, the terms of the 2025 Plan. The 2025 Plan is administered by the Compensation & Talent Committee, which has authority to interpret the plan provisions and make all required determinations under the plan. This authority includes, subject to the provisions of the 2025 Plan, selecting participants and determining the type(s) of award(s) that they are to receive, determining the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award, accelerating or extending the vesting or exercisability or extending the term of any or all outstanding awards, making certain adjustments to an outstanding award and authorizing the conversion, succession or substitution of an award, determining the manner in which the purchase price of an award or the Company’s common shares may be paid, making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and stock splits, and making provisions to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the plan are generally only transferable to a beneficiary of a Named Executive Officer upon his death or, in certain cases, to family members for tax or estate planning purposes. Under the terms of the 2025 Plan, a change in control of the Company does not automatically trigger vesting of the awards then outstanding under the plan. If there is a change in control, each participant’s outstanding awards granted under the plan will generally be assumed by the successor company, unless the Compensation & Talent Committee provides that the award will not be assumed and will become fully vested and, in the case of options, exercisable. Any options that become

  54. Grants of Plan-Based Awards Table — Transitional Fiscal 2025

    | STARZ 2026 Proxy Statement | 63 |

  55. Grants of Plan-Based Awards Table — Transitional Fiscal 2025

    vested in connection with a change in control will generally terminate to the extent they are not exercised prior to the change in control. As described below under Potential Payments upon Termination or Change in Control, certain equity awards granted to the Named Executive Officers are subject to accelerated vesting under the terms of their respective employment agreements in the event of a termination of their employment under certain circumstances. Restricted Share Units Columns (g) and (i) in the table above report awards of restricted share units that are treated as granted to the Named Executive Officers during the transitional fiscal year ended December 31, 2025 under applicable accounting rules. Each RSU and PSU represents a contractual right to receive, upon vesting of the unit, payment equal to the value shares. The Named Executive Officer does not have the right to vote or dispose of the RSU or PSU, but will be credited with additional share units under the award as dividend equivalents based on the amount of dividends (if any) paid by the Company during the term of the award on a number of shares equal to the number of outstanding and unpaid share units then subject to the award. Such dividend equivalents will be paid only if and when vesting requirements applicable to the underlying share units are met.

  56. Grants of Plan-Based Awards Table — Transitional Fiscal 2025

    | STARZ 2026 Proxy Statement | 64 |

  57. Grants of Plan-Based Awards Table — Transitional Fiscal 2025

    | Outstanding Equity Awards |

  58. Grants of Plan-Based Awards Table — Transitional Fiscal 2025

    The following table presents information regarding the outstanding equity awards held by each of the Named Executive Officers as of December 31, 2025, including the vesting dates for the portions of these awards that had not vested as of that date.

  59. Outstanding Equity Awards at Transitional Fiscal 2025 Year-End

    Outstanding Equity Awards at Transitional Fiscal 2025 Year-End

  60. Outstanding Equity Awards at Transitional Fiscal 2025 Year-End

    | Name (a) | Grant Date | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable (b)1 | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity incentive plan awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)3 | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g)2 | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity incentive plan awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (i)3 | Equity incentive plan awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) (j)3 | | Jeffrey A. Hirsch, Chief Executive Officer and President | 1/2/2019 | 145,883 | — | — | 24.69 | 1/2/2029 | — | — | — | — | | | 9/26/2019 | 236,283 | — | — | 13.87 | 9/26/2029 | — | — | — | — | | | 5/7/2020 | 33,304 | — | — | 11.42 | 5/7/2027 | — | — | — | — | | | 7/3/2023 | — | — | — | — | — | 49,928 | 584,157 | — | — | | | 8/1/2024 | — | — | — | — | — | 89,154 | 1,043,101 | — | — | | | 8/4/2025 | — | — | — | — | — | 61,517 | 719,748 | — | — | | Alison Hoffman, President, Starz Networks | 7/1/2019 | 50,533 | — | — | 19.20 | 7/1/2029 | — | — | — | — | | | 3/11/2020 | 13,661 | — | — | 8.38 | 3/11/2030 | — | — | — | — | | | 7/3/2023 | — | — | — | — | — | 21,843 | 255,563 | — | — | | | 8/1/2024 | — | — | — | — | — | 41,298 | 483,186 | — | — | | | 8/4/2025 | — | — | — | — | — | 13,457 | 157,446 | — | — | | Scott Macdonald, Chief Financial Officer | 7/1/2019 | 77,718 | — | — | 19.20 | 7/1/2029 | — | — | — | — | | | 5/7/2020 | 10,328 | — | — | 11.42 | 5/7/2027 | — | — | — | — | | | 7/3/2023 | — | — | — | — | — | 14,926 | 174,637 | — | — | | | 8/1/2024 | — | — | — | — | — | 29,632 | 346,694 | — | — | | | 8/4/2025 | — | — | — | — | — | 8,933 | 104,516 | — | — | | Audrey Lee, EVP, General Counsel | 7/1/2019 | 33,749 | — | — | 19.20 | 7/1/2029 | — | — | — | — | | | 5/7/2020 | 414 | — | — | 11.02 | 5/7/2027 | — | — | — | — | | | 5/7/2020 | 3,208 | — | — | 11.42 | 5/7/2027 | — | — | — | — | | | 7/3/2023 | — | — | — | — | — | 7,071 | 82,730 | — | — | | | 8/1/2024 | — | — | — | — | — | 13,770 | 161,109 | — | — | | | 8/4/2025 | — | — | — | — | — | 6,162 | 72,095 | — | — | | Jason Wyrick, EVP, Technology | 7/1/2019 | 2,803 | — | — | 19.20 | 7/1/2029 | — | — | — | — | | | 7/3/2023 | — | — | — | — | — | 4,010 | 46,917 | — | — | | | 8/1/2024 | — | — | — | — | — | 9,086 | 106,306 | — | — | | | 8/4/2025 | — | — | — | — | — | 4,647 | 54,369 | — | — | | Jon Feltheimer,* Chief Executive Officer, Old Lionsgate | — | — | — | — | — | — | — | — | — | — | | James W. Barge,* Chief Financial Officer, Old Lionsgate | — | — | — | — | — | — | — | — | — | — |

  61. Outstanding Equity Awards at Transitional Fiscal 2025 Year-End

    | STARZ 2026 Proxy Statement | 65 |

  62. Outstanding Equity Awards at Transitional Fiscal 2025 Year-End

    *Messrs. Feltheimer and Barge’s 2025 grants of plan-based awards information represent the transition fiscal year 2025 during which they served as Executive Officers for Old Lionsgate, from April 1, 2025 until the Separation on May 7, 2025. During this period they were not granted nor did they exercise any awards. (1)The “Option Awards” column reflects unexercised stock options outstanding at fiscal year‑end that were granted under the Company’s long‑term incentive plan. The options vested in three equal annual installments beginning on the first anniversary of the grant date, subject to continued service, and have a contractual term of seven to ten years. Each option has an exercise price equal to the closing market price of the Company’s common stock on the applicable grant date. Awards that were outstanding under the equity plans of Old Lionsgate immediately prior to the Separation that were held by Old Lionsgate employees who became Starz employees were converted into Starz awards immediately after the Separation and assumed under Starz’s 2025 Plan. Awards that were outstanding under the equity plans of Old Lionsgate immediately prior to the Separation that were held by Old Lionsgate employees who became New Lionsgate employees were converted into New Lionsgate awards immediately after the Separation. For further discussion of this conversion, see the discussion contained in the Introductory Note to Starz’s Form 8-K filed on May 6, 2025. (2)The “Stock Awards” column reflects outstanding time‑based RSUs that vest over a three‑year period, generally in equal annual installments, subject to continued employment through each applicable vesting date. The market value of RSUs is based on the closing market price of the Company’s common stock of $11.70 per share as of December 31, 2025. Awards that were outstanding under the equity plans of Old Lionsgate immediately prior to the Separation that were held by Old Lionsgate employees who became Starz employees were converted into Starz awards immediately after the Separation and assumed under Starz’s 2025 Plan. Awards that were outstanding under the equity plans of Old Lionsgate immediately prior to the Separation that were held by Old Lionsgate employees who became New Lionsgate employees were converted into New Lionsgate awards immediately after the Separation. For further discussion of this conversion, see the discussion contained in the Introductory Note to Starz’s Form 8-K filed on May 6, 2025. (3)As of December 31, 2025, there are no outstanding PSUs that have been granted for accounting purposes. However, the table below details certain PSUs which have been awarded by the Compensation & Talent Committee but do not meet the grant date accounting guidance as of December 31, 2025, assuming target performance and with market values calculated using the closing market price of the Company’s common stock of $11.70 per share as of December 31, 2025:

  63. Outstanding Equity Awards at Transitional Fiscal 2025 Year-End

    | | | Stock Awards | | | Name | Award Date | Equity incentive plan awards: Number of Unearned Shares, Units, or Other Rights That Have Been Awarded But Not Granted or Vested (#) | Equity incentive plan awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Been Awarded But Not Granted or Vested ($) | | Jeffrey A. Hirsch, Chief Executive Officer and President | 7/3/2023 | 49,928 | 584,157 | | | 8/1/2024 | 89,154 | 1,043,101 | | | 12/8/2025 | 143,541 | 1,679,429 | | Alison Hoffman, President, Starz Networks | 7/3/2023 | 21,843 | 255,563 | | | 8/1/2024 | 41,298 | 483,186 | | | 8/4/2025 | 31,400 | 367,380 | | Scott Macdonald, Chief Financial Officer | 7/3/2023 8/1/2024 8/4/2025 | 14,926 29,632 20,844 | 174,637 346,694 243,874 | | Audrey Lee, EVP, General Counsel | 7/3/2023 8/1/2024 8/4/2025 | 7,071 13,770 14,378 | 82,730 161,109 168,222 | | Jason Wyrick, EVP, Technology | 7/3/2023 8/1/2024 8/4/2025 | 4,010 9,086 10,842 | 46,917 106,306 126,851 | | Jon Feltheimer, Chief Executive Officer, Old Lionsgate | — | — | — | | James W. Barge, Chief Financial Officer, Old Lionsgate | — | — | — |

  64. Outstanding Equity Awards at Transitional Fiscal 2025 Year-End

    | STARZ 2026 Proxy Statement | 66 |

  65. Outstanding Equity Awards at Transitional Fiscal 2025 Year-End

    | Option Exercises and Stock Vested |

  66. Outstanding Equity Awards at Transitional Fiscal 2025 Year-End

    The following table presents information regarding the exercise of options by the Named Executive Officers during the transitional fiscal year ended December 31, 2025 and the vesting during transitional fiscal 2025 of other stock awards previously granted to the Named Executive Officers.

  67. Option Exercises and Stock Vested — Transitional Fiscal 2025

    Option Exercises and Stock Vested — Transitional Fiscal 2025

  68. Option Exercises and Stock Vested — Transitional Fiscal 2025

    | Name (a) | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) 1 | | Jeffrey A. Hirsch, Chief Executive Officer and President | — | — | 253,457 | 3,999,568 | | Alison Hoffman, President, Starz Networks | — | — | 104,329 | 1,650,169 | | Scott Macdonald, Chief Financial Officer | — | — | 78,134 | 1,233,935 | | Audrey Lee, EVP, General Counsel | — | — | 36,765 | 580,543 | | Jason Wyrick, EVP, Technology | — | — | 22,051 | 348,534 | | Jon Feltheimer, Chief Executive Officer, Old Lionsgate | — | — | — | — | | James W. Barge, Chief Financial Officer, Old Lionsgate | — | — | — | — |

  69. Option Exercises and Stock Vested — Transitional Fiscal 2025

    (1)The dollar amounts shown in column (e) above for stock awards are determined by multiplying the number of shares or units, as applicable, that vested by the per-share closing price of the applicable class of shares of existing common stock on the day prior to the vesting date and were settled in cash. The NEOs realized value from RSUs and PSUs awarded in 2022, 2023 and 2024 that vested based on the achievement of Adjusted OIBDA performance objectives as well as individual performance. No stock option repricings or reload grants occurred during the transitional fiscal year ended December 31, 2025. As previously discussed, awards that were outstanding under the equity plans of Old Lionsgate immediately prior to the Separation that were held by Old Lionsgate employees who became Starz employees were converted into Starz awards immediately after the Separation and assumed under Starz’s 2025 Plan. For further discussion of this conversion, see the discussion contained in the Introductory Note to Starz’s Form 8-K filed on May 6, 2025. The value realized upon vesting reflects historical grant decisions, performance outcomes, and stock price fluctuations and should not be viewed as indicative of compensation levels or pay opportunities in future periods. Reported compensation for the transitional fiscal year ended December 31, 2025, including equity award grant‑date values, is reflected in the Summary Compensation Table, while the related equity value included in CAP is discussed under the Pay Versus Performance section of this proxy statement.

  70. Option Exercises and Stock Vested — Transitional Fiscal 2025

    | Non-Qualified Deferred Compensation |

  71. Option Exercises and Stock Vested — Transitional Fiscal 2025

    The Company has periodically permitted its Named Executive Officers and certain other key employees to elect to receive a portion of their compensation (salary and/or bonus) on a deferred basis under a legacy deferred compensation plan that was frozen on December 31, 2016 (the “Legacy Plan”). Under this Legacy Plan, the Company was also permitted to make additional discretionary contributions with respect to amounts deferred under the plan. For cash amounts deferred under the Legacy Plan, the applicable interest rate was set at 9% per annum by the Deferred Compensation Plan Committee in January of 2015. Amounts could be deferred until a specified date, retirement or other termination of service, disability or death. At the participant’s election, compensation deferred until a specified date or termination of service could be paid as a lump sum or in annual installments as specified in the Legacy Plan document. If

  72. Option Exercises and Stock Vested — Transitional Fiscal 2025

    | STARZ 2026 Proxy Statement | 67 |

  73. Option Exercises and Stock Vested — Transitional Fiscal 2025

    the participant’s employment terminates due to death or disability, the participant’s deferred compensation balance will be paid in a single lump sum. Emergency hardship withdrawals are also permitted under the plan.

  74. Option Exercises and Stock Vested — Transitional Fiscal 2025

    | NON-QUALIFIED DEFERRED COMPENSATION TABLE – Transitional Fiscal 2025 | | | | | | | Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals / Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) 1 | | Jeffrey A. Hirsch | 0 | 0 | 216,490 | 0 | 3,338,083 | | Alison Hoffman | 0 | 0 | 0 | 0 | 0 | | Scott Macdonald | 0 | 0 | 48,265 | 0 | 744,209 | | Audrey Lee | 0 | 0 | 0 | 0 | 0 | | Jason Wyrick | 0 | 0 | 0 | 0 | 0 | | Jon Feltheimer | 0 | 0 | 0 | 0 | 0 | | James W. Barge | 0 | 0 | 0 | 0 | 0 |

  75. Option Exercises and Stock Vested — Transitional Fiscal 2025

    (1)These amounts represent balances from the Legacy Plan which was frozen December 31, 2016. No new contributions have been made since February 14, 2017 with respect to any Named Executive Officers. No amounts reported in the contributions and earnings columns are reported in this year’s Summary Compensation Table and no amounts reported in the aggregate balance column are reported in Old Lionsgate’s prior year Summary Compensation Tables.

  76. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following section describes the benefits that may become payable to the Named Executive Officers in connection with a termination of their employment with us pursuant to the terms of their respective employment and/or severance agreements with the Company. In addition to the benefits described below, outstanding equity-based awards held by the Named Executive Officers may also be subject to accelerated vesting in connection with a change in control of the Company under the terms of our equity incentive plans if the awards are not assumed or otherwise continued upon the transaction, as noted under Grants of Plan-Based Awards above. None of the Named Executive Officers are entitled to any reimbursement or gross-up payment for any excise taxes imposed under Section 280G of the U.S. Internal Revenue Code of 1986. The Named Executive Officers also do not have a right to voluntarily terminate employment (other than for “good reason” in certain cases) following a change in control and receive severance and are not entitled to any “single-trigger” vesting of equity awards or other benefits upon a change in control unless the executive’s employment terminates in the circumstances described below. In each case, the Named Executive Officer’s right to receive the severance benefits described below in connection with a termination of the executive’s employment (other than as a result of death or disability) is subject to his or her execution of a release of claims in favor of the Company.

  77. Jason Wyrick

    | Pay Ratio Disclosure |

  78. Jason Wyrick

    | Pay Versus Performance |

  79. Jason Wyrick

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid Mr. Hirsch | Transition Fiscal Year 2025 ($) | | Summary Compensation Table Total | 6,753,823 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (2,530,994) | | Fair Value at Transition Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 719,749 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 583,436 | | Fair Value at Vesting of Option and Stock Awards Granted in the Fiscal Year That Vested During the Fiscal Year | 1,872,147 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 2,127,421 | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | 0 | | Compensation Actually Paid | 9,525,582 |

  80. Jason Wyrick

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid Mr. Feltheimer | Transition Fiscal Year 2025 ($) | | Summary Compensation Table Total | 224,083 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | — | | Fair Value at Transition Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | — | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | — | | Fair Value at Vesting of Option and Stock Awards Granted in the Fiscal Year That Vested During the Fiscal Year | — | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Compensation Actually Paid | 224,083 |

  81. Jason Wyrick

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Transition Fiscal Year 2025 ($) | | Summary Compensation Table Total | 1,429,668 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (454,125) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 77,686 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 49,911 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 356,985 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 405,652 | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | 0 | | Compensation Actually Paid | 1,865,777 |