Lionsgate Studios Corp

ITEM 1A. RISK FACTORS.

Other than as set forth below, there were no other material changes to the risk factors previously reported in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

Some provisionsThe Companys business, reputation, results of the Business Corpooperations Act (British Columbia) and the adoption of the rights plan may delay or prevent a change in control, financial condition and may discourage bids for our common sstock that shareholders consider favorable.

Under the Business Corporations Act (British Columbia) (the BC Act), the following powers are available to companies to make themselves potentially less vulnerable to hostile takeover attempts:

any shareholder proposals must be signed by qualified shareholdersprice can be affected by a number of factors, who, together with the submitter, are, at the time of signing, registered currently knowners or beneficial unknowners of shares that, in the aggregate, constitute at least one percent (1%) of the issued shares of a company that carry the right to vote at general meetings, or have a fair market value in excess of the prescluding those described amount and must have been received by such company at least three months before the anniversary in Part I, Item 1A of the previous years annual reference date;

shareholders who hold in the aggregate at least 5% of the issued shares 2025 Form 10-K and Part II, Item 1A of a company that carry the right to vote at general meetings may requisition a general meeting of shareholders by following the procedures in the BC Act, in which case the directors are required to call a meeting for a date not more than four (4) months after the date the requisition is received and if they do not do so within 21 days after the date on which the requisition was received by such company, the requisitioning shareholders may send a notice of a general meeting to be held to transact the business stated in the requisition; and

unless the Form 10-Q for the first quarter ended June 30, 2025, in each case under the articles state otherwise, directors may only be removed by a two-thirds (66 2/3%) majority vote by shareholders.

The BC Act also does not restrict related-party transactions heading Risk Factors. Except for public companies; however, in Canada, takeover bids and related-party transactions of private and public companies are addressed in provincial securities legislation and policies.

Additionally, on May 6, 2025, our Board of Directors (the Board) declared a dividend of one common share purchase right (the Right) for each outstanding Company common share, and adopted a shareholder rights plan, as set forth in the risk factors disclosed in Part II, Item 1A of the Shareholder Rights Agreement dated as of May 7, 2025 (the Rights Agreement), by and between the Company and Computershare Investor Services, Inc., as rights agent. The dividend was payable on May 2first quarter ended June 30, 2025 to Company stockholders of record as of the close of business on May 19, 2025. The Rights will expire on the earliest to occur of May 7, 2026 (or, if confirmed by resolution passed by a majority of the votes cast Form 10-Q, which is hereby incorporated by shareholders present or represented by proxy at a meeting of Company shareholders to be held within one (1) year reference into this Part II, Item 1A of the Rights Agreement, May 7, 2028)is Form 10-Q, the Redemption Date (as defined in re have been no othe Rights Agreement), the time at which the Board orders the exr material change of the Rights or upon s to the consummation of a consensual merger, each aCompanys risk factors provided in the Rights Agreement.

The Rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by eviously reported in the Board and could have 2025 Form 10-K for the effect of dfiscouraging, delaying or preventing a change in management or control over us that shareholders consider favorable.

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al year ended March 31, 2025.