MSGE 10-K & 10-Q changes, risk factors and insider trading

The success of our business is largely dependent on the continued success of the Christmas Spectacular, and the availability of, and our venues’ ability to attract concerts, family shows, sporting events and other events, competition for which is intense, and the ability of performers to attract strong attendance at our venues. For example, The Garden, Thethe Infosys Theater at Madison Square Garden, Radio City Music Hall and the Beacon Theatre all compete with other entertainment options in the New York City metropolitan area and elsewhere. The Chicago Theatre faces similar competition from other entertainment options in its market and elsewhere.

As a result of our commercial agreements with MSG Sports, the success of our business is also impacted in part by the popularity of MSG Sports’ Knicks and Rangers franchises with their fan bases and, in varying degrees, the teams achieving on-court and on-ice success, which can generate fan enthusiasm, resulting in additional suite, sponsorship, food and beverage and merchandise sales during the teams’ regular seasons. Furthermore, success in the regular season may qualify the Knicks and Rangers for participation in post-season playoffs, which provides us with additional revenue by increasing the number of games played by the teams at The Garden, resulting in additional food and beverage and merchandise sales and potentially helping improve attendance in subsequent seasons and increasing the popularity of our suitespremium hospitality offerings and sponsorships.

As part of our business strategy, we may, in the future, explore the development of new productions for our existing venues, which may include expansions or enhancements of our existing productions or the creation of entirely new productions. Expansion or enhancement of productions and/or the development of new productions could require significant upfront expense that may never result in a viable show, as well as investment in sets, staging, creative processes, commissioning and/or licensing of intellectual property, casting and advertising, and may lead to dislocation ofdisplace other alternative sources of entertainment that may have played in our venues absent these productions. To the extent that any efforts at expanding or enhancing productions or creating new productions do not result in a viable show, or to the extent that any such productions do not achieve expected levels of popularity among audiences, we may not recover the substantial expenses we previously incurred for non-capitalized investments. We have in the past written off, and may in the future write off, all or a portion of capitalized investments. In addition, any delay in launching potential productions or enhancements has in the past resulted and could in the future result in the incurrence of operating costs that are not recouped. For example, we wrote off approximately $75.4 million of deferred production costs across Fiscal Years 2016 and 2017 related to the New York Spectacular Starring the Radio City Rockettes.

Many arenas, ballparks and stadiums nationally and in New York City have received significant public support, such as tax exempttax-exempt financing, other tax benefits, direct subsidies and other contributions, including for public infrastructure critical to the facilities such as parking lots and transit improvements. Our Madison Square Garden Complex benefits from a more limited real estate tax exemption pursuant to an agreement with the City of New York, subject to certain conditions, and legislation enacted by the State of New York in 1982. For Fiscal Year 2025,2026, the tax exemption was $43.0$45 million. From time to time, there have been calls to repeal or amend the tax exemption. For example, in January 2023, a number of elected representatives from New York issued a public letter and, in July 2023, the New York City Independent Budget Office issued a report, in each case noting the tax exemption status should be reexamined. Further, in January 2025, four New York state senators introduced legislation to discontinue the real property tax exemption for The Garden. Any repeal of the tax exemption status would require action by the New York State legislature.

Our business depends upon the ability and willingness of consumers and businesses to purchase tickets at our venues, license suites and club memberships at The Garden, spend on food and beverages and merchandise, and drive continued sponsorship and signage revenues, and these revenues are sensitive to general economic conditions, recession, fears of recession and consumer behavior.behavior, including due to the impacts of tariffs. For example, following the 2008 financial crisis, we experienced a lower level of event bookings and reduced renewals of certain of our suite licenses, which adversely affected the Company’s results of operations. Further, the industry is often affected by changes in consumer tastes, national, regional and local economic conditions, discretionary spending priorities (including spending on leisure travel), demographic trends, traffic patterns and the type, number and location of competing businesses.

Consumer and corporate spending has in the past declined and may in the future decline at any time for reasons beyond our control. The risks associated with our businesses generally become more acute in periods of a slowing economy or recession, which may be accompanied by reductions in corporate sponsorship and signage and decreases in attendance at live events, among other things, which we have experienced in the past and may experience in the future. In addition, inflation, which has risen significantly in recent years, has resulted in and may continue to result in increased operational costs, including labor costs. Inflation may also increase our costs for food and beverage, merchandise, production materials, technology equipment, venue maintenance and other capital projects, and we may not be able to offset these increased costs through increased pricing or other revenues. Volatility in, and uncertainty regarding, inflation rates, as well as continued elevated interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks. As a result, instability and weakness of the U.S. and global economies, disruptions to financial markets, inflation, recession, high unemployment, the imposition of tariffs, geopolitical events, including anyanother prolongedoutbreak effectssimilar caused byto the COVID-19 pandemic or other similar outbreak or public health emergency, and the resulting negative effects on consumers’ and businesses’ discretionary spending, have in the past materially negatively affected, and may in the future materially negatively affect our business and results of operations. A prolonged period of reduced consumer or corporate spending, including with respect to sponsorship, such as during the COVID-19 pandemic, has in the past and could in the future have an adverse effect on our business and our results of operations. See “— Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic.emergency.”

Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic.emergency.

A major epidemic or pandemic, such as the COVID-19 pandemic, or the threat or perceived threat of such an event, has in the past adversely affected and could in the future adversely affect attendance at our events and venues by discouraging public assembly at our events and venues. Although the Company saw a return to normal business operations following the COVID-19 pandemic, it is unclear to what extent a resurgence of COVID-19, including variants thereof, or another pandemic or public health emergency,emergency could result in renewed government or league-mandated capacity restrictions or vaccination/mask requirements or impact the use of and/or demand for our venues, demand for our sponsorship and signage assets, deter our employees and vendors from working at our venues (which may lead to difficulties in staffing), result in event bookings being cancelled or postponed, or otherwise materially impact our operations. Governmental regulations enacted in response to the COVID-19 pandemic or another pandemic or public health emergency have in the past impacted, and could impact in the future, the revenue we derive and/or the expenses we incur from events that we choose to host such that events that were historically profitable would instead result in losses, and could also materially impact the payments we receive under the Arena License Agreements to the extent the Knicks and/or the Rangers are required to play games without an audience during future seasons or to suspend, cancel or otherwise reduce the number of games scheduled in the regular reasonseason or playoffs. See “ — We are subject to extensive governmental regulation and our failure to comply with these regulations may have a material negative effect on our business and results of operations.”

The Company primarily operates in New York City and, as a result, is subject to greater degrees of risk than competitors with more operating properties or that operate in more markets. The Garden, Thethe Infosys Theater at Madison Square Garden, Radio City Music Hall and the Beacon Theatre are all located in New York City. Therefore, the Company is particularly vulnerable to adverse events (including government actions, acts of terrorism, natural disasters, epidemics, pandemics, weather conditions and labor market disruptions) and economic conditions in New York City and surrounding areas. For example, our operations and operating results were materially impacted by the COVID-19 pandemic. See “— Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic.emergency.”

From time to time, we may explore opportunities to purchase or invest in other businesses, venues or assets that we believe will complement, enhance or expand our current business or that might otherwise offer us growth opportunities, including opportunities that may differ from the Company’s current business. Any transactions that we are able to identify and complete may involve risks, including the commitment of significant capital, the incurrence of indebtedness, the payment of advances, the diversion of management’s attention and resources from our existing business to develop and integrate the acquired or combined business, the inability to successfully integrate such business or assets into our operations, litigation or other claims in connection with acquisitions or against companies we invest in or acquire, our lack of control over certain companies, including joint ventures and other minority investments, the risk of not achieving the intended results and the exposure to losses if the underlying transactions or ventures are not successful. At times, we have had, and we may again in the future have, significant investments in businesses that we account for under the equity method of accounting. Certain of these investments have generated operating losses in the past and certain of these have required additional investments from us in the form of equity or loans. There can be no assurance that these investments will become profitable individually or in the aggregate or that they will not require material additional funding from us in the future.

•Public Health and Safety. As a result of government mandated assembly limitations and closures implemented in response to the COVID-19 pandemic, our venues were unable to host events for the substantial majority of Fiscal2020 Yearand 2021. There can be no assurance that some or all of these restrictions will not be imposed again in the future due to another pandemic or public health emergency. We are unable to predict what the long-term effects of these events, including renewed government regulations or requirements, will be. For example, future governmental regulations adopted in response to the COVID-19 or another pandemic or public health emergency may impact the revenue we derive and/or the expenses we incur from the events that we choose to host, such that events that were historically profitable would instead result in losses. See “— Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic.emergency.”

•Hospitality-related Permits/Licenses. We hold liquor licenses at each of our venues and are subject to licensing requirements with respect to the sale of alcoholic beverages in the jurisdictions in which we serve those beverages. Failure to receive or retain, or the suspension of, liquor licenses or permits could interrupt or terminate our ability to serve alcoholic beverages at the applicable venue and could have a material negative effect on our business and our results of operations. For example, the New York State Liquor Authority has in the past threatened to revoke certain of the Company’s liquor licenses, alleging that the Company’s policy of temporarily excluding adverse attorneys from entering its venues during the course onof ongoing litigation violates New York state beverage laws. Additional regulation relating to liquor licenses may limit our activities in the future or significantly increase the cost of compliance, or both. In the jurisdictions in which our venues are located, we are subject to statutes that generally provide that serving alcohol to a visibly intoxicated or minor patron is a violation of the law and may provide for strict liability for certain damages arising out of such violations. Our liability insurance coverage may not be adequate or available to cover any or all such potential liability.

•Zoning and Building Regulations. Our venues are subject to zoning and building regulations including permits relating to the operation of The Garden. The Garden requires a zoning special permit, which was originally granted by the New York City Planning Commission in 1963 and most recently renewed in July 2013 for 10 years and again in September 2023 for five years. The Garden sits above Penn Station. The federal government and relevant rail agencies are considering proposals to redevelop Penn Station, which proposed redevelopment would impact The Garden (and could impact The Theater at Madison Square Garden, which is part of the Madison Square Garden Complex, depending on the outcome of negotiations between relevant stakeholders, including us). Certain government officials and special interest groups have in the past used, and may in the future use, the renewal process for the zoning special permit to pressure us to make concessions such as financial contributions to the redevelopment of Penn Station or relocating or transferring all or portions of the Madison Square Garden Complex. ForSee example, in June 2023 the New York Metropolitan Transportation Authority, New Jersey Transit and Amtrak, which operate commuter rail services from Penn Station, issued a compatibility report asserting that“— The Gardenredevelopment imposes severe constraints onof Penn Station thatmay restrictdisrupt effortsthe tooperations make its desired improvements.of The reportGarden, alsowhich calledmay foradversely theaffect Companyour to make significant cash contributionsbusiness and propertyresults transfersof to facilitate the Penn Station redevelopment.operations.” There can be no assurance regarding the future renewal of the special permit or the terms thereof (including requirements for us to make significant capital expenditures as a condition to renewal of the permit), and the failure to obtain such renewal or to do so on favorable terms would have a material negative effect on our business.

•Data Privacy. We are subject to data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage, processing and use of personal information or personal data, which, among other things, impose certain requirements relating to the privacy and security of personal information. The variety of laws and regulations governing data privacy and protection, and the use of the internet as a commercial medium, are rapidly evolving, extensive and complex, and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application. The data protection landscape continues to evolve in the United States. As our operations and business grow, we may become subject to or affected by new or additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities. For example, California has passed a comprehensive data privacy law, the CCPA, and numerous other states, including New Jersey, Virginia, Colorado, Utah and ConnecticutConnecticut, have also passed similar laws, and various additional states may do so in the near future. Additionally, the CPRA imposes additional data protection obligations on covered businesses, including additional consumer rights procedures and obligations, limitations on data uses, new audit requirements for higher-risk data, and constraints on certain uses of sensitive data. Further, there are several legislative proposals in the United States, at both the federal and state level, that could impose new privacy and security obligations. We cannot yet determine the impact that these future laws and regulations may have on our business. As new privacy- and security-related laws and regulations are implemented, the time and resources needed for us to comply with such laws and regulations, as well as our potential liability for non-compliance with such laws and regulations, may increase. In addition, governmental authorities and private litigants continue to bring actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive. We may incur significant legal expenses or reputational damage for data privacy or security claims regardless of whether we are found to be liable.

Our business is subject to a variety of other laws and regulations, including licensing, permitting, and historic designation and similar requirements; laws related to ticketing practices; working conditions, labor, immigration and employment laws; tax regulations; health, safety and sanitation requirements; compliance with the Americans with Disabilities Act (and related state and local statutes) and anti-bribery and anti-corruption, anti-money laundering, export control and sanctions laws. In addition, our business may be subject to future laws and regulations in these and other areas, which may create incremental and new compliance obligations. For example, federal, state and local laws and regulatory scrutiny relating to ticketing practices, including pricing and fee disclosure, refunds, transferability, resale activity and the use of ticketing service providers, could require us to change business practices, increase compliance costs, reduce flexibility in distributing or pricing tickets, or subject us to litigation, penalties or reputational harm.

In addition, changes in international trade policies and practices, including tariffs,tariffs and trade barriers, and the economic impacts, volatility and uncertainty resulting therefrom, could have an adverse impact on our business and results of operations.

Our revenues and expenses have been seasonal and we expect they will continue to be seasonal. For exampleexample, 18% of our revenues in Fiscal Year 20252026 were derived from the Christmas Spectacular (compared to the 20232024 production representing 16%18% of our revenues in Fiscal Year 20242025). Our revenues are highest in the second quarter of our fiscal year when these performances primarily occur. As a result of seasonality, our business earns a disproportionate amount of its revenue and operating income in the second quarter of each fiscal year. Therefore, our operating results and cash flows reflect significant variation from period to period and will continue to do so in the future. Consequently, period-to-period comparisons of our operating results or cash flows may not necessarily be meaningful and the operating results or cash flows of one period are not indicative of our financial performance during a full fiscal year. This variability may adversely affect our business, results of operations and financial condition.

Our business is dependent upon the efforts of unionized workers. As of June 30, 2025,2026, approximately 4,7004,400 full-time and part-time employees, who represent approximately 71%70% of the Company’s workforce, were subject to CBAs. Approximately 11%27% of such union employees are subject to CBAs that expired as of June 30, 20252026 and approximately 36% are subject to CBAs that will expire by June 30, 20262027 if they are not extended prior thereto. Any labor disputes, such as strikes or lockouts, with the unions with which we have CBAs could have a material negative effect on our business and results of operations (including our ability to produce or present concerts, programming, theatrical productions, sporting events and other events). Additionally, changes in labor, immigration or other laws or related enforcement practices could reduce the availability of, or increase the cost of, unionized, seasonal or specialized labor needed to operate our venues and productions.

Additionally, NBA and NHL players are covered by CBAs. Both leagues have experienced labor difficulties in the past and may have labor issues in the future, such as player strikes or management lockouts. If any Knicks or Rangers games are cancelled because of any such labor difficulties, the loss of revenue, including from customers who would have attended home games at The GardenGarden, would have a negative impact on our business and results of operations.

If we are unable to attract and retain qualified people or to do so on reasonable terms, our venues could be short staffed or become more expensive to operate and affect our ability to meet our customers’ demand, any of which could materially adversely affect our business and results of operations. For example, we have in the past faced difficulty in maintaining staffing at our venues and retaining talent in our corporate departments as a result of labor market disruptions due to lingering effects of the COVID-19 pandemic and otherwise, which resulted in scaling back hours and days of operations in certain markets and venues.

There are inherent risks associated with producing and hosting events and operating, maintaining, renovating or constructing our venues. See “— The redevelopment of Penn Station may disrupt the operations of The Garden, which may adversely affect our business and results of operations.” As a result, personal injuries, accidents and other incidents have occurred and may occur from time to time, which have in the past subjected, and could in the future subject, us to claims and liabilities.

MSG National Properties, LLC (“MSG National Properties”) and certain other subsidiaries are party to a five-year $609 million$609,375 senior secured term loan facility (the “National Properties Term Loan Facility”) and a five-year $150 million revolving credit facility (the “National Properties Revolving Credit Facility” and, together with the National Properties Term Loan Facility, the “National Properties Facilities”), which are guaranteed by MSG Entertainment Holdings, to fund working capital needs, for general corporate purposes of MSG National Properties and its subsidiaries, and to make distributions to MSG Entertainment Holdings (as amended or supplemented from time to time, the “National Properties Credit Agreement”). As of June 30, 2025,2026, outstanding letters of credit were $16$18 million and the remaining balance available under the National Properties Revolving Credit Facility was $134$132 million. The National Properties Facilities will mature on June 27, 2030. The principal obligations under the National Properties Term Loan Facility are to be repaid in quarterly installments beginningthat commenced with the fiscal quarter endingended September 30, 2025,2025 in an aggregate amount equal to 5.0% per annum (1.25% per quarter), with the balance due at the maturity of the facility. The principal obligations under the National Properties Revolving Credit Facility are due at the maturity of the facility. The National Properties Credit Agreement also includes financial covenants requiring MSG National Properties and its restricted subsidiaries to maintain a specified minimum debt service coverage ratio and specified maximum total leverage ratio.

The failure to satisfy the covenants, including any inability to attainobtain a covenant waiver, and other requirements under the credit agreement could trigger a default thereunder, acceleration of outstanding debt thereunder and a demand for payment under the guarantee provided by MSG Entertainment Holdings, which would negatively impact our liquidity and could have a negative effect on our business.

Furthermore, all of our indebtedness and any future borrowings under our available borrowing capacity, including any borrowings under the National Properties Revolving Credit Facility, bear interest at variable rates that are linked to changing market rates. As of June 30, 2025,2026, we had $609$579 million of indebtedness that bore interest at variable rates. As a result, increases in market interest rates increase our interest expense and our debt service obligations. For example, our interest expense increased from approximately $52 million in Fiscal Year 2023 to approximately $58 million in Fiscal Year 2024 despite a reduction in the aggregate outstanding principal amount of the National Properties Facilities. If interest rates were to increase in the future (including in connection with rising inflation), this would further increase the amount of interest expense that we would have to pay in connection with our variable interest rate indebtedness, which could cause our interest expense to be substantial relative to our revenues and cash outflows.

We rely upon cloud computing services to operate certain aspects of our business and any disruption of or interference with our use of these services would impact our operations and our business wouldcould be adversely impacted.

Through our operations, we collect and store, including by electronic means, certain personal, proprietary and other sensitive information, including payment card information, that is provided to us through purchases, registration on our websites, mobile applications, or otherwise in communication or interaction with us. These activities require the use of online services and centralized data storage, including through third-party service providers. Data maintained in electronic form is subject to the risk of security incidents, including breach, compromise, intrusion, tampering, theft, destruction, misappropriation or other malicious activity. The increased use of mobile and cloud technologies heightens these and other operational risks, as do hybrid work arrangements. The rapid development and increased availability of advanced artificial intelligence technologies may further heighten these risks by increasing the speed, scale and sophistication of cyber threats and making security vulnerabilities easier to identify and exploit. Our ability to safeguard such personal and other sensitive information, including information regarding the Company and our customers, sponsors, partners and employees, independent contractors and vendors, is important to our business. We take significant steps to protect our stored information, including the implementation of systems and processes to thwart malicious activity. These protections are costly and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. See “— Economic and Operational Risks — We are subject to extensive governmental regulation and our failure to comply with these regulations may have a material negative effect on our business and results of operations.”

Despite our efforts, the risks of a security incident cannot be entirely eliminated and our information technology and other systems that maintain and transmit consumer, sponsor, partner, Company, employee and other confidential and proprietary information may be compromised due to employee error or other circumstances such as malware or ransomware, viruses, hacking and phishing attacks, denial-of-service attacks, business email compromises, or otherwise. Advanced artificial intelligence tools may also increase the likelihood and speed of successful cyberattacks or the misuse or inadvertent exposure of sensitive, proprietary or confidential information. A compromise of our or our vendors’ systems could affect the security of information on our network or that of a third-party service provider. For example, in December 2025, we identified and, with the assistance of a security firm, took measures to address a security incident involving our Oracle E-Business Suite Enterprise Resource Planning system. The incident resulted from an Oracle system vulnerability that was exploited by a threat actor that targeted hundreds of companies using Oracle E-Business Suite. Our Oracle E-Business Suite instance is hosted on a server that is managed by a third-party and our network was not involved in the incident. We determined that this breach is not material to our business and results of operations. Additionally, outside parties may attempt to fraudulently induce employees, vendors or users to disclose sensitive, proprietary or confidential information in order to gain access to data and systems. Given the increasing sophistication of bad actors and complexity of the techniques used to obtain unauthorized access or disable systems, a security incident could potentially persist for an extended period of time before being detected. We may not be able to anticipate the incident or respond adequately or timely, and the extent of a particular incident, and the steps that we may need to take to investigate the incident, may not be immediately clear. As a result, our or our customers’ or affiliates’ sensitive, proprietary and/or confidential information may be lost, disclosed, accessed or taken without consent. For example, in November 2016, a payment card issue that affected cards used at merchandise and food and beverage locations at several of our New York venues and The Chicago Theatre was identified and addressed with the assistance of security firms. The issue was promptly fixed and enhanced security measures were implemented.

We also continue to review and enhance our security measures in light of the constantly evolving techniques used to gain unauthorized access to networks, data, software and systems. We have expended, and expect to continue to expend, significant expenses on an ongoing basis in order to review and enhance our security measures and to address any actual or potential security incidents that arise, but these measures may be ineffective and we may be subject to legal or regulatory action, as well as financial losses, and we may not have insurance coverage for any or all of such losses. If we experience an actual or perceived security incident, our ability to conduct business may be interrupted or impaired, we may incur damage to our systems, we may lose profitable opportunities or the value of those opportunities may be diminished and we may lose revenue as a result of unlicensed use of our intellectual property. Unauthorized access to or security breaches of our systems could result in the loss of data, loss of business, severe reputational damage adversely affecting customer or investor confidence, diversion of management’s attention, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations and significant costs for remediation that may include liability for stolen or lost assets or information and repair of system damage that may have been caused, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach and other liabilities. In addition, in the event of a security incident, changes in legislation may increase the risk of potential litigation. For example, the CCPA,CCPA which(as expanded by the CPRA) provides a private right of action (in addition to statutory damages) for California residents whose sensitive personal information is breached as a result of a business’ violation of its duty to reasonably secure such information, took effect on January 1, 2020 and was expanded by the CPRA, which took effect in January 2023.information. Numerous other states have passed similar laws and additional states may do so in the near future. Our insurance coverage may not be adequate to cover the costs of a data breach, indemnification obligations or other liabilities.

In addition, we are required to disclose information about material cybersecurity incidents on a timely basis, including those that may not have been resolved or fully investigated at the time of disclosure, or, in some instances, we may have obligations to notify relevant stakeholders of security breaches. As the regulatory environment and disclosure expectations relating to cybersecurity and artificial intelligence continue to evolve, we may face additional governance, transparency and regulatory challenges, including an increased risk that our controls, practices or disclosures are viewed as insufficient or misleading. Such mandatory disclosures are costly, could provide information to threat actors, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures and may require us to expend significant capital and other resources to respond to or alleviate problems caused by an actual or perceived security breach.

The Company and its affiliated entities each rely on the other to perform its obligations under all of these agreements. If one of the affiliated entities were to breach,breach or be unable to satisfy its material obligations under these agreements, including a failure to satisfy its indemnification or other financial obligations, or these agreements otherwise terminate or expire and we do not enter into replacement agreements, we could suffer operational difficulties and/or significant losses. See also “— Economic and Operational Risks — We do not own all of our venues and are subject to risks associated with leasing these venues and our corporate office space, any of which may have a material negative effect on our business and results of operations.”

As of June 30, 2025,2026, certain members of the Dolan family, including certain trusts for the benefit of members of the Dolan family (collectively, the “Dolan Family Group”) collectively ownsown all of our Class B common stock, approximately 3.6%3.9% of our outstanding Class A common stock (inclusive of options exercisable and restricted stock units vesting within 60 days of June 30, 2025) and approximately 64.0%64.3% of the total voting power of all our outstanding common stock (in each case, inclusive of options exercisable optionsand restricted stock units vesting within 60 days of June 30, 2026) in matters other than the election of directors. Of that amount, certain Dolan family trusts (the “Excluded Trusts”) collectively own approximately 76.5%79.8% of the outstanding Class B common stock. The trustees of the Excluded Trusts are members of the Dolan family. The members of the Dolan Family Group holding Class B common stock are parties to a Stockholders Agreement, which has the effect of causing the voting power of holders of our Class B common stock (other than the Excluded Trusts) to be cast as a block with respect to all matters to be voted on by such holders of our Class B common stock.

Shares of Class B common stock owned by Excluded Trusts will on all matters be voted on in accordance with the determination of the Excluded Trusts holding a majority of the Class B common stock held by all Excluded Trusts, except in the case of a vote on a going privategoing-private transaction or a change in control transaction, in which case a vote of trusts holding two-thirds of the Class B common stock owned by Excluded Trusts is required.

Under the Stockholders Agreement, the shares of Class B common stock owned by members of the Dolan Family Group (other than the Excluded Trusts) are to be voted on all matters in accordance with the determination of the Dolan Family Committee (as defined below). The “Dolan Family Committee” consists of James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney. The Dolan Family Committee generally acts by majority vote, except that approval of a going-private transaction must be approved by a two-thirds vote and approval of a change-in-control transaction must be approved by not less than all but one vote. The voting members of the Dolan Family Committee are James L. Dolan, Thomas C. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney and Marianne Dolan Weber,Dolan-Sweeney, with each member having one vote other than James L. Dolan, who has two votes. Because James L. Dolan has two votes, he has the ability to block Dolan Family Committee approval of any Company change in control transaction.

As a result, the Dolan Family Group, which includes the Excluded Trusts, also has the power to prevent such issuance or amendment.

The Dolan Family Group also controls Sphere Entertainment, MSG Sports and AMC Networks.Global Media.

SalesWe also may issue additional shares of Class B common stock and may provide registration rights with respect to those shares. Any new shares of Class B common stock issued generally will be entitled to ten votes per share. Future issuances of Class B common stock would be dilutive to the voting power of Class A common stock on matters where both classes of the Company’s common stock vote together as a single class. In addition, sales of a substantial number of shares of Class A common stock, including sales pursuant to these registration rights agreements,rights, could adversely affect the market price of the Class A common stock and could impair our future ability to raise capital through an offering of our Classequity A common stock.securities.

We share certain directors and officers with Sphere Entertainment, MSG Sports and/or AMC Networks,Global Media, which means those officers will not devote their full time and attention to our affairs and the overlap may give rise to conflicts.

James L. Dolan serves as the Executive Chairman and Chief Executive Officer of each of the Company, Sphere Entertainment and MSG Sports. James L. Dolan also currently serves as Non-Executive Chairman of AMC Networks.Global Media. In addition, LauraAllen FrancoM. Lo serves as the Executive Vice President and GeneralChief CounselLegal Officer of both of the Company and Sphere Entertainment and Gregg G. Seibert serves as a Vice Chairman of each of the Company, Sphere Entertainment, MSG Sports and AMC Networks.Global Media. Our Executive Vice President and Treasurer, Philip G. D’Ambrosio, also provides treasury-related services to Sphere Entertainment and MSG Sports pursuant to the Company’s respective Services Agreements with each of Sphere Entertainment and MSG Sports. Furthermore, eight of the members of our Board also serve as directors of Sphere Entertainment, eight serve as directors of MSG Sports and three serve as directors of AMC Networks,Global Media, including our Executive Chairman and Chief Executive Officer, who serves as Non-Executive Chairman of AMC Networks.Global Media. Further, our Senior Vice President, Deputy General Counsel and Secretary, Mark C. Cresitello, also serves as Senior Vice President, Deputy General Counsel and Secretary of Sphere Entertainment and MSG Sports. We refer to these persons as “Overlap Persons.” The Overlap Persons may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. For example, there will be the potential for a conflict of interest when we, on the one hand, and Sphere Entertainment, MSG Sports and/or AMC NetworksGlobal Media and their respective subsidiaries and successors, on the other hand, look at certain acquisitions and other corporate opportunities that may be suitable for more than one of the companies. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between Sphere Entertainment, MSG Sports or AMC NetworksGlobal Media (each referred to as an “Other Entity”) and us. In addition, certain of our directors and officers continue to own stock and/or stock options or other equity awards of an Other Entity. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for our Company and an Other Entity. See the section entitled “Certain Relationships and Related Party Transactions — Certain Relationships and Potential Conflicts of Interest” in the Company’s Definitive Proxy Statement filed with the SEC on October 25,24, 20242025 for a discussion of certain procedures we have instituted to help ameliorate such potential conflicts that may arise.

Our overlapping directors and officers with Sphere Entertainment, MSG Sports and/or AMC NetworksGlobal Media may result in the diversion of corporate opportunities to Sphere Entertainment, MSG Sports and/or AMC Networks,Global Media, and other conflicts, and provisions in our articles of incorporation may provide us no remedy in that circumstance.

The Company’s articles of incorporation acknowledge that directors and officers of the Company may also be serving as directors, officers, employees or agents of an Other Entity, and that the Company may engage in material business transactions with such Other Entities. The Company has renounced its rights to certain business opportunities and the Company’s articles of incorporation provide that no Overlap Person will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise occur by reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of opportunities set forth in our articles of incorporation) to one or more of the Other Entities instead of the Company, or does not refer or communicate information regarding such corporate opportunities to the Company. These provisions in our articles of incorporation also expressly validate certain contracts, agreements, arrangements and transactions (and amendments, modifications or terminations thereof) between the Company and the Other Entities and, to the fullest extent permitted by law, provide that the actions of the Overlap Person in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders. See “Duties of Directors and Officers Regarding Potential Business Opportunities; Renunciation of Interest in Potential Business Opportunities” in our articles of incorporation, filed as Exhibit 3.1 to this Annual Report on Form 10-K for more information.

•the level of our revenues, which depends in part on the popularity of the Christmas Spectacular,Spectacular Starring the Radio City Rockettes (the “Christmas Spectacular”), the sports teams whose games are played at The Garden and other events which are presented in our venues, and our ability to attract such events;

•failure of the Company or Sphere Entertainment to satisfy its respective obligations under various agreements withbetween the Company and Sphere Entertainment, including the services agreement; and

This MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s audited consolidated and combined annual financial statements and footnotes thereto included in Item 8 of this Annual Report on Form 10-K to help provide an understanding of our financial condition, changes in financial condition and results of operations.

Recently Issued Accounting Pronouncements and Critical Accounting Policies.Estimates. This section cross-references a discussion of critical accounting policiesestimates considered to be important to our financial condition and results of operations and which require significant judgment and estimates on the part of management in their application. Our critical accounting policiesestimates and recently issued accounting pronouncements,pronouncements are discussed included in Item 7 and Item 8, respectively, of this Annual Report on Form 10-K.

We manage our business through one reportable segment. The Company’s portfolio of venues includes: The Garden, Thethe Infosys Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre, and The Chicago Theatre. The Company’s business includes the original production, the Christmas Spectacular. The Company also has an entertainment and sports bookings business, which showcases a broad array of compelling concerts, family shows and special events, as well as a diverse mix of sporting events, for millions of guests annually.

The Company conducts a significant portion of its operations at venues that it either owns or operates under long-term leases. The Company owns The Garden, Thethe Infosys Theater at Madison Square Garden and The Chicago Theatre, and leases Radio City Music Hall and the Beacon Theatre.

All of the Company’s revenues and assets are attributed to or located in the United States and are primarily concentrated in the New York City metropolitan area.City.

The Company earns revenue from several primary sources: ticket sales to our audiences for live events that we produce or promote/co-promote, license fees for our venues paid by third-party promoters or licensees in connection with events that we do not produce or promote/co-promote, facility and ticketing fees, concessions, sponsorships and signage, suite license fees at The Garden, merchandising, tours at certain of our venues, and lease revenue at The Garden and sublease revenue at our corporate offices. The amount of revenue and expense recorded by the Company for a given event depends to a significant extent on whether the Company is promoting or co-promoting the event or is licensing a venue to a third party or MSG Sports. See “— Description of Our Business — Revenue Sources — Revenues from Entertainment Offerings — Venue License Fees” below for further discussion of our venue licensing arrangements with MSG Sports.

The Garden has 2223 Event Level suites,spaces, 1consisting Eventof Level22 Clubsuites Space,and an event level club, 58 Lexus Level suites, 18 Infosys Level suites, the Madison Club, Chase Lounge and the HubHUB Loft. Suite licenses at The Garden are generally sold to corporate customers with the majority being multi-year licenses with annual escalators.

Under standard suite licenses, the licensees pay an annual license fee, which varies depending on the location of the suite. The license fee includes, for each seat in the suite, tickets for events at The Garden for which tickets are sold to the general public, subject to certain exceptions. In addition, suite holders separately pay for food and beverage service in their suites at The Garden. Revenues from the sale of suite licenses are shared between the Company and MSG Sports. Revenues for the Company’s suite license arrangements are recorded on a gross basis, as the Company is the principal in such transactions and controls the related goods or services until transfer to the customer. MSG Sports’ share of the Company’s suite license revenue is recognizedrecorded in Entertainment offerings, arena license fees, and other leasing direct operating expenses in the consolidated and combined statements of operations. The revenue sharing expense recognized by the Company for MSG Sports’ share of suite license revenue at The Garden is based on a 67.5% allocation to MSG Sports pursuant to the Arena License Agreements.

Revenue generated from in-venue food and beverage sales at MSG Sports’ events is recognized by the Company on a gross basis, with a corresponding revenue sharing expense for MSG Sports’ share of such sales recognizedrecorded in Food, beverage, and merchandise direct operating expenses in the consolidated and combined statements of operations. The Arena License Agreements require the Company to pay 50% of the net proceeds generated from in-venue food and beverage sales to MSG Sports.

We earn revenues from the sale of merchandise related to our proprietary productions and other live entertainment events that take place at our venues. The majority of our merchandise revenues are generated through on-site sales during performances of our productions and other live events. We also generate revenues from sales of our Christmas Spectacular merchandise, such as ornaments and apparel, through traditional retail channels. Revenues associated with Christmas Spectacular merchandise are generally recorded on a gross basis (as principal). Typically, revenues from our merchandise sales at our non-proprietary events relate to sales of merchandise provided by the artist, the producer or promoter of the event and are generally subject to a revenue sharing arrangement and are generally recorded on a net basis (as agent).

ForOn days inon which the Company stages its productions, promotes an event or provides one of our venues to a third-party promoter under a license fee arrangement, the event is charged the variable costs associated with such event, including box office staff, stagehands, ticket takers, ushers, security, and other similar expenses. In situations where we provide our venues to a third-party promoter under a license fee arrangement, day-of-event costs are typically included in the license fees charged to the promoter. Under the Arena License Agreements related to the use of The Garden by MSG Sports, the Company is reimbursed for day-of-event costs (as defined under the Arena License Agreements). The Company records such reimbursements as reductions to Entertainment offerings, arena license fees, and other leasing direct operating expenses in the consolidated and combined statements of operations.

The Company’s consolidated and combined financial statements include expenses associated with the ownership, maintenance and operation of The Garden, which the Company and MSG Sports use in their respective operations.

As discussed above, MSG Sports’ share of the Company’s suites licenses, venue signage and certain sponsorship and concessions revenue is reflected in Entertainment offerings, arena license fees, and other leasing direct operating expenses as revenue sharing expenses in the consolidated and combined statements of operations.

Revenues for Fiscal Year 20252026 decreasedincreased $16,531$118,050 as compared to Fiscal Year 2024.2025.

For Fiscal Year 2025,2026, the increase in revenues from the presentation of the Christmas Spectacular production was primarily due to higher ticket-related revenues. This reflected higher per-show revenue and, to a lesser extent, an increase in theticket-related numberrevenue, ofreflecting performancesfifteen asadditional comparedshows toand thehigher priorper-show year.revenue. The increase in per-show ticket-related revenuesrevenue was primarily due to higher averageper-show ticket yieldattendance and higher average per-showticket attendance as compared to the prior year.yield. The Company had 200215 Christmas Spectacular performances during Fiscal Year 2025’s2026’s holiday season, as compared to 193200 performances in theduring Fiscal Year 2024’s2025’s holiday season. For Fiscal Year 2025’s2026’s holiday season, approximatelyover 1.11.2 million tickets were sold as compared toapproximately more than 1.01.1 million tickets sold in the corresponding prior year.year period.

For Fiscal Year 2025,2026, the increase in revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements was primarily due to higher suite license revenues,revenues of(excluding whichthe 67.5%portion isretained sharedby withthe MSGCompany) Sports.and, to a lesser extent, higher commissions on merchandise sales.

For Fiscal Year 2025,2026, the increase in revenues from venue-relatedother sponsorship,live signageentertainment and suitesporting licenseevents fees(excluding the Knicks and Rangers) was primarily due to higher suiteper-event licenserevenue revenuesand (excludingan increase in the 67.5%number portionof sharedevents withat MSGThe Sports pursuant to the Arena License agreements) which wasGarden, partially offset by lowera sponsorshipdecrease andin signagethe revenue.number of events at the Company’s theaters.

For Fiscal Year 20252026, the decreaseincrease in food and beverage sales atfrom Knicks and Rangers gamesconcerts was primarily due to feweran gamesincrease in the number of concerts at The Garden, partially offset by highera averagedecrease per-gamein revenue.the number of concerts at the Company’s theaters.

For Fiscal Year 20252026, the increase in food and beverage sales from other live entertainment and sporting events (excluding the Knicks and Rangers) was primarily due to higher average per-event revenues, and to a lesser extent, an increase in the number of events inat theThe currentGarden year.and higher per-event revenue.

For Fiscal Year 20252026, the increase in food, beverage, and merchandise sales at the Christmas Spectacular production was primarily due to higher averageper-show per-eventrevenues revenues, andand, to a lesser extent, anfifteen increaseadditional in the number of performances in the current year.performances.

For Fiscal Year 2025,2026, the increase in arena license fees and other leasing revenue was primarily due to increases in relatedother partyleasing sublease income for corporate office space.revenue.

Direct operating expenses for Fiscal Year 20252026 decreasedincreased $33,193$46,656 as compared to Fiscal Year 2024.2025.

For Fiscal Year 2025,2026, the decreaseincrease in venuedirect operating costsexpenses offrom $4,651concerts was primarily due to loweran employeeincrease compensationin the number of concerts at The Garden and benefitshigher andper-concert other cost decreases, which wasexpenses, partially offset by highera utilitiesdecrease expenses.in the number of concerts at the Company’s theaters.

For Fiscal Year 2025,2026, the increase in expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements primarily reflects a proportional increase in contractual revenue sharing as a result of the increase in suite license fee revenues.

Selling, general, and administrative expenses for Fiscal Year 20252026 increased $8,011,$38,138 to $214,974$253,112 as compared to Fiscal Year 2024 which was2025, primarily due to (i) an increase in employee compensation and benefits,benefits includingand, executiveto managementa transitionlesser costs of $4,562 recognized in Fiscal Year 2025 andextent, (ii) higher rent expense, partially offset byand (iii) a decrease in professional fees and (iv) other cost decreases.increases. The increase in employee compensation and benefits included $3,970 in executive management transition costs in Fiscal Year 2026 as compared to $4,562 in Fiscal Year 2025.

Impairment of long-lived assets for Fiscal Year 2026 increased $2,580 to $13,782 as compared to $11,202 in Fiscal Year 2025 was $11,202, due to an impairment losslosses recognized on the Company’s right-of-use lease assets and related lease costs due to the Company’s decision to stop utilizing one of the floors in its New York officecorporate in the third quarter of Fiscal Year 2025.office.

Restructuring charges for Fiscal Year 20252026 decreasedincreased $16,594,$12,931, to $1,055$13,986 as compared to $17,649$1,055 in Fiscal Year 2024.2025. The decreaseincrease primarily reflects higher termination benefits provided inas part of a voluntary exit program the priorCompany yearimplemented dueduring toFiscal aYear workforce reduction of certain executives and employees.2026.

Operating income for Fiscal Year 20252026 increased $10,151$19,444 to $122,092$141,536 as compared to operating income of $111,941$122,092 in Fiscal Year 2024.2025. The improvementincrease in operating income was primarily due to thean decreaseincrease in revenues, partially offset by an increase in direct operating expenses and restructuring charges, partially offset by lower revenues, higherexpenses, selling, general and administrative expenses, and impairmentrestructuring of long-lived assets, including right-of-use lease assets and related lease costs.charges.

Interest income for Fiscal Year 20252026 decreasedincreased $648$3,867 to $2,328$6,195 as compared to $2,976$2,328 in Fiscal Year 20242025 primarily due to lowerhigher interestaverage ratesbalances onin the Company’s cash, cash equivalents and restricted cash balances.cash.

Interest expense for Fiscal Year 20252026 decreased $7,448$10,544 to $50,506$39,962 as compared to $57,954$50,506 in Fiscal Year 2024,2025, primarily due to lower average borrowingsinterest rates and lower interestaverage ratesborrowings under the National Properties Facilities.Facilities (as defined below under Liquidity and Capital Resources).

There was no loss on extinguishment of debt recorded in Fiscal Year 2026. Loss on extinguishment of debt for Fiscal Year 2025 was $6,132, as the Company recorded a loss of $6,132, related to the write-off of deferred financing costs, in connection with the refinancing of the Prior National Properties Facilities (as defined below under Liquidity and Capital Resources).

Other (expense) income,expense, net

This MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s unaudited condensed and consolidated financial statements and accompanying notes thereto included in this Quarterly Report on Form 10-Q, as well as the 2025 Form 10-K, to help provide an understanding of our financial condition, changes in financial condition and results of operations. Unless the context otherwise requires, all references to “we”, “us”, “our”, “MSG Entertainment”, or the “Company” refer collectively to Madison Square Garden Entertainment Corp., a holding company, and its direct and indirect subsidiaries through which substantially all of our operations are conducted.

Results of Operations. This section provides an analysis of our unaudited results of operations for the three and sixnine months ended DecemberMarch 31, 20252026 and 2024.2025.

Liquidity and Capital Resources. This section provides a discussion of our financial condition and liquidity, an analysis of our cash flows for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, as well as certain contractual obligations.

Comparison of the three and sixnine months ended DecemberMarch 31, 20252026 versus the three and sixnine months ended DecemberMarch 31, 2024.2025.

(a) Arena license fees and other leasing revenue are recognized on a straight-line basis and are comprised of a contractual cash component plus or minus a non-cash component for each period presented. Arena license fees include operating lease revenue of (i) $20,185 and $21,064$41,249 collected in cash for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, and $17,447$21,747 and $18,301$40,048 collected in cash for the three and sixnine months ended DecemberMarch 31, 2024,2025, respectively, and (ii) a non-cash portion of $10,093 and $10,538$20,631 for the three and sixnine months ended DecemberMarch 31, 2025,2026, respectively, and $9,514$11,848 and $9,984$21,832 for the three and sixnine months ended DecemberMarch 31, 2024,2025, respectively.

Revenues for the three and sixnine months ended DecemberMarch 31, 20252026 increased $52,523$3,795 and $72,071,$75,866, respectively, as compared to the prior year periods.

For the three months ended DecemberMarch 31, 2025,2026, the increase in revenues from entertainment offerings of $42,177$5,474 was primarily due to (i) higher revenues from the presentation of the Christmas Spectacular production of $18,597, (ii) higher revenues from other live entertainment and sporting events (excluding the Knicks and Rangers) of $11,774, (iii) higher revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $5,947, and$5,431, (ivii) higher revenues from concerts of $3,732, (iii) higher revenues from venue-related sponsorship, signage, and suite license fees of $5,155,$3,106, slightlyand (iv) higher revenues from the presentation of the Christmas Spectacular production of $1,313, partially offset by (v) lower revenues from concertsother live entertainment and sporting events (excluding the Knicks and Rangers) of $1,227,$7,714, all as compared to the prior year period.

The decreaseincrease in revenues of $1,227 from concerts of $3,732 was primarily due to an increase in the number of concerts at The Garden, partially offset by a decrease in the number of events at The Garden, partially offset by higher per-concert revenue and an increase in the number of eventsconcerts at the Company’s theaters.

The increasedecrease in revenues of $18,580 from other live entertainment and sporting events (excluding the Knicks and Rangers) of $7,714 was primarily due to highera per-event revenue and an increasedecrease in the number of events at the Company’s venues.venues, partially offset by higher per-event revenue.

The increase in revenues from other live entertainment and sporting events (excluding the Knicks and Rangers) of $7,036 from concerts$10,866 was primarily due to higher per-concertper-event revenue and an increase in the number of events at theThe Company’s theaters,Garden, partially offset by a decrease in the number of events at Thethe Garden.Company’s theaters.

For the sixthree months ended DecemberMarch 31, 2025,2026, the increasedecrease in food, beverage, and merchandise revenues of $8,865$727 was primarily due to (i) higherlower food and beverage sales of $2,788 at other live entertainment and sporting events (excluding the Knicks and Rangers) ofgames, $3,724,partially offset by (ii) higher food and beverage sales of $3,304 at Knicks and Rangers games, and (iii) and higher food, beverage and merchandise sales of $2,638 related to the Christmas Spectacular production, partially offset by (iv) lower food and beverage sales of $833$2,354 at concerts at the Company’s venues, all as compared to the prior year period.

The increasedecrease in food and beverage sales at other live entertainment and sporting events (excluding the Knicks and Rangers) games of $3,724$2,788 was primarily due to an increase in the numberimpact of eventsa heldcombined five fewer Knicks and Rangers games played at theThe Company’s venues and higher per-event revenue.Garden.

The decreaseincrease in food, beveragebeverage, and merchandise sales of $833 from concerts of $2,354 was primarily due to an increase in the number of concerts at The Garden, partially offset by a decrease in the number of events at The Garden, partially offset by an increase in the number of eventsconcerts at the Company’s theaters.

For the three and six months ended DecemberMarch 31, 2025,2026, the increasedecrease in arena license fees and other leasing revenue of $5,343, and $4,800, respectively,$952 was primarily due to higherlower arena license fees from MSG Sports pursuant to the Arena License Agreements due to a combined four morefewer Knicks and Rangers games played at The Garden inas compared to the currentprior year periods,period, andpartially offset by an increase in other subleaseleasing revenue.

For the three and sixnine months ended DecemberMarch 31, 2025,2026, the Knicks and Rangers played a combined 3938 and 4179 pre/regular season games at The Garden, respectively, as compared to 3543 and 3780 combined pre/regular season games, respectively, in the prior year periods.

Direct operating expenses for the three and sixnine months ended DecemberMarch 31, 20252026 increased $15,582$7,923 and $20,243,$28,166, respectively, as compared to the prior year periods.

For the three months ended DecemberMarch 31, 2025,2026, the increase in direct operating expenses associated with entertainment offerings, arena license fees, and other leasing of $11,768$10,345 primarily reflects (i) higher direct operating expenses subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $5,263,$5,035, primarily due to expenses incurred as a result of the increase in suite license fee revenues, (ii) higher direct operating expenses relatedfrom concerts of $2,603, primarily due to an increase in the Christmas Spectacular productionnumber of $5,039concerts at The Garden, partially offset by a decrease in the number of concerts at the Company’s theaters, (iii) an increase in venue operating costs of $2,397, primarily due to higher employee compensation and benefits, as well as higher repairs and maintenance expenses, and (iv) higher costs from venue-related sponsorship, signage, and suite license fees of $808, primarily due to expenses incurred as a result of 14the additionalincrease showsin sponsorship and highersignage per-show expenses,revenues and suite license fee revenues, partially offset by (iiiv) higherlower direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) of $3,030, primarily due to an increase in the number of events at The Garden and, to a lesser extent, higher per-event expenses, partially offset by (iv) lower direct operating expenses from concerts of $1,407, primarily$2,001, due to a decrease in the number of concertsevents at Thethe Garden,Company’s venues, partially offset by higher per-concertper-event expenses and an increase in the number of concerts at the Company’s theaters,expenses, all as compared to the prior year period.

For the sixnine months ended DecemberMarch 31, 2025,2026, the increase in direct operating expenses associated with entertainment offerings, arena license fees, and other leasing of $13,860$24,205 primarily reflects (i) higher direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) of $7,865, primarily due to an increase in the number of events at the Company’s venues and higher-per event expenses, (ii) higher direct operating expenses subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $5,554,$10,588, primarily due to expenses incurred as a result of the increase in suite license revenues, (ii) higher direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) of $5,863, primarily due to higher-per event expenses and an increase in the number of events at The Garden, partially offset by a decrease in the number of events at the Company’s theaters, (iii) higher direct operating expenses related to the Christmas Spectacular production of $4,811,$4,759, primarily due to 14fifteen additional shows, partially offset byand (iv) lowerhigher direct operating expensescosts from concertsvenue-related sponsorship, signage, and suite license fees of $2,637,$1,909, primarily due to expenses incurred as a decrease in the numberresult of events at The Garden and lower per-event expenses, partially offset by anthe increase in thesuite numberlicense of events at the Company’s theaters, and (v) a decrease in venue operating costs of $1,961,revenues, all as compared to the prior year period.

For the three months ended DecemberMarch 31, 2025,2026, the increasedecrease in food, beveragebeverage, and merchandise direct operating expenses of $3,814$2,422 primarily reflects higherlower food, beverage and merchandise costs related to Knicks and Rangers games at The Garden, the Christmas Spectacular production, and other live entertainment and sporting events (excluding the Knicks and Rangers), partially offset by lowerhigher food and beverage costs related to concerts, all as compared to the prior year period.

For the sixnine months ended DecemberMarch 31, 2025,2026, the increase in food, beveragebeverage, and merchandise direct operating expenses of $6,383$3,961 primarily reflects higher food, beveragebeverage, and merchandise costs related to Knicks and Rangers games at The Garden, other live entertainment and sporting events (excluding the Knicks and Rangers), and the Christmas Spectacular production, and concerts, all as compared to the prior year period.

For the three and sixnine months ended DecemberMarch 31, 2025,2026, selling, general, and administrative expenses increased $11,170$8,843 and $22,009,$30,852, respectively, as compared to the prior year periods, primarily due to an increase in employee compensation and benefits, including $3,970 in executive management transition costs in the current year periods as compared to $4,544 of executive management transition costs in the prior year periods.

For the sixthree and nine months ended DecemberMarch 31, 2025,2026, impairment of long-lived assets decreased $9,700 and increased $13,782,$4,082, respectively, as compared to the prior year period,periods, primarily due to the timing of when impairment losses were recognized on the Company’s right-of-use lease assets in its New York corporate office. In Fiscal Year 2026 impairment losses of $13,782 were recognized in the three months ended September 30, 2025, while in Fiscal Year 2025 impairment losses of $9,700 were recognized in the three months ended March 31, 2025.

For the three and sixnine months ended DecemberMarch 31, 2025,2026, restructuring charges increased $1,156$8,539 and $2,386,$10,925, respectively, as compared to the prior year periods, which primarily reflects termination benefits provided dueas topart of a workforcevoluntary reduction.exit program the Company implemented during the three months ended March 31, 2026.

For the three and sixnine months ended DecemberMarch 31, 2025,2026, operating income decreased by $11,226 and increased by $24,814$2,331, andrespectively, $13,557,as respectively.compared to the prior year periods. The increasedecrease in operating income for the three months ended DecemberMarch 31, 20252026 was primarily due to an increase in selling, general and administrative expenses, restructuring charges, and direct operating expenses, partially offset by a decrease in impairment of long-lived assets, and an increase in revenues. The increase in operating income for the nine months ended March 31, 2026 was primarily due to an increase in revenues, partially offset by an increase in direct operating expenses and selling, general and administrative expenses. The increase in operating income for the six months ended December 31, 2025 was primarily due to an increase in revenues, partially offset by an increase inexpenses, direct operating expenses, selling,restructuring general and administrative expensescharges, and impairment of long-lived assets.

For the three and sixnine months ended DecemberMarch 31, 2025,2026, interest income increased $448$1,535 and $596,$2,131, respectively, as compared to the prior year periods, primarily due to higher average balances in the Company’s cash, cash equivalents and restricted cash.

For the three and sixnine months ended DecemberMarch 31, 2025,2026, interest expense decreased $2,532$2,379 and $5,547,$7,926, respectively, as compared to the prior year periods primarily due to lower average borrowinginterest rates and lower average borrowings under the National Properties Facilities (as defined below under Liquidity and Capital Resources).

For the three and sixnine months ended DecemberMarch 31, 2025,2026, other expense, net decreased $372$249 and $969,$1,218, respectively, as compared to the prior year periodsperiods. The decrease in other expense, net for the three months ended March 31, 2026 was primarily due to (i) lower net periodic benefit costs associated with the Company’s funded and unfunded and qualified and non-qualified defined benefit plans. The decrease in other expense, net for the nine months ended March 31, 2026 was primarily due to (i) lower net periodic benefit costs associated with the Company’s defined benefit plans, and (ii) an increase in unrealized gains associated with the Company’s Executive Deferred Compensation Plan.

See Note 11.12. Additional Financial Information to the condensed consolidated financial statements included in “— Item 1. Financial Statements” of this Quarterly Report on Form 10-Q for discussions of the Company’s income tax expense.

The following is a reconciliation of operating income to adjusted operating income for the three and sixnine months ended DecemberMarch 31, 20252026 as compared to the prior year periods:

Our primary sources of liquidity are cash and cash equivalents, cash flows from the operations of our businesses and available borrowing capacity under the National Properties Revolving Credit Facility (as defined below). Our principal uses of cash include working capital-related items (including funding our operations), capital spending, debt service, investments and related loans and advances that we may fund from time to time. We may also use cash to continue to repurchase shares of our Class A Common Stock pursuant to the share repurchase program authorized by our Board of Directors on March 29, 2023, of which there was $44,796 remaining as of DecemberMarch 31, 2025.2026. Our decisions as to the use of our available liquidity will be based upon the ongoing review of the funding needs of the business, the optimal allocation of cash resources, and the timing of cash flow generation. To the extent that we desire to access alternative sources of funding through the capital and credit markets, market conditions could adversely impact our ability to do so at that time.

We regularly monitor and assess our ability to meet our net funding and investing requirements. As of DecemberMarch 31, 2025,2026, the Company’s unrestricted cash and cash equivalents balance was $157,056.$323,094. The principal balance of the Company’s total debt outstanding as of DecemberMarch 31, 20252026 was $594,141$586,524 and the Company had $132,573$131,831 of available borrowing capacity under the National Properties Revolving Credit Facility. We believe we have sufficient liquidity from cash and cash equivalents, available borrowing capacity under the National Properties Revolving Credit Facility and cash flows from operations to fund our operations and satisfy any obligations for the foreseeable future.

General. On June 27, 2025, MSG National Properties, LLC (“MSG National Properties”), MSG Entertainment Holdings, LLC (“MSG Entertainment Holdings”) and certain subsidiaries of MSG National Properties entered into Amendment No. 4 (“Amendment No. 4”) to the credit agreement dated June 30, 2022 (as amended, supplemented and otherwise modified prior to June 27, 2025, the “Prior National Properties Credit Agreement” and, as amended by Amendment No. 4, the “National Properties Credit Agreement”) with JP Morgan Chase Bank, N.A., as administrative agent, and the lenders and letter of credit issuers party thereto, pursuant to which, among other things, (i) the term loan facility under the Prior National Properties Credit Agreement (the “Prior National Properties Term Loan Facility”) was refinanced in its entirety with a five-year $609,375 senior secured term loan facility (the “National Properties Term Loan Facility”) and (ii) the revolving credit facility under the Prior National Properties Credit Agreement (the “Prior National Properties Revolving Credit Facility” and, together with the Prior National Properties Term Loan Facility, the “Prior National Properties Facilities”) was refinanced in its entirety with a five-year, $150,000 revolving credit facility (the “National Properties Revolving Credit Facility” and, together with the National Properties Term Loan Facility, the “National Properties Facilities”). Up to $25,000 of the National Properties Revolving Credit Facility is available for the issuance of letters of credit. In October 2025, the Company paid $20,000 to fully repay the outstanding borrowings under the National Properties Revolving Credit Facility. As of DecemberMarch 31, 2025,2026, outstanding letters of credit were $17,427$18,169 and the remaining balance available under the National Properties Revolving Credit Facility was $132,573.$131,831.

Interest Rates. Borrowings under the National Properties Facilities bear interest at a floating rate, which at the option of MSG National Properties may be either (a) Term Secured Overnight Financing Rate (“Term SOFR”) plus an applicable margin ranging from 1.75% to 2.50% per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries, or (b) a base rate plus an applicable margin ranging from 0.75% to 1.50% per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries. The National Properties Credit Agreement requires MSG National Properties to pay a commitment fee ranging from 0.20% to 0.30% in respect of the daily unused commitments under the National Properties Revolving Credit Facility. MSG National Properties is also required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit pursuant to the National Properties Credit Agreement. The interest rate on the National Properties Term Loan Facility as of DecemberMarch 31, 20252026 was 5.97%.5.67%.

Covenants. The National Properties Credit Agreement includes financial covenants requiring MSG National Properties and its restricted subsidiaries to maintain a specified minimum debt service coverage ratio and specified maximum total leverage ratio. The debt service coverage ratio covenant is set at a ratio of 2.50:1. The leverage ratio covenant is tested based on the ratio of MSG National Properties and its restricted subsidiaries’ consolidated total indebtedness to adjusted operating income, with a maximum ratio of 3.50:1. As of DecemberMarch 31, 2025,2026, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Credit Agreement.

The Company did not have any material changes in its contractual obligations since the end of Fiscal Year 2025 other than activities in the ordinary course of business. See Note 6.7. Commitments and Contingencies, to the condensed consolidated financial statements included in “— Item 1. Financial Statements” of this Quarterly Report on Form 10-Q for further details on the Company’s contractual obligations.

As of DecemberMarch 31, 2025,2026, cash, cash equivalents and restricted cash totaled $157,577,$323,653, as compared to $43,538 as of June 30, 2025. The following table summarizes the Company’s cash flow activities for the sixnine months ended DecemberMarch 31, 20252026 and 20242025: