Sphere Entertainment Co.

Our executive compensation philosophy is reflected in the principal elements of our executive compensation program, each of which is important to the Company’s goal of attracting, retaining, motivating and rewarding highly-qualified executive officers. The compensation program included the following key elements for 2025: base salary, annual cash incentives, long-term incentives, retirement, health and welfare and other benefits, which are generally provided to all other eligible employees, and additional executive officer benefits, including post-termination compensation under certain circumstances and certain perquisites, each as described below.

A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy. The Compensation Committee reviews multiple factors, such as job responsibility, performance, contractual commitments, and other information provided by the independent compensation consultant to determine the appropriate level and mix of compensation for executive officers. The allocation between cash and equity compensation and between short-term and long-term compensation is designed to provide a variety of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives.

Mr. Dolan was employed by MSGS and MSGE as each company’s Executive Chairman and Chief Executive Officer, Mr. Granville-Smith was employed by MSGS and AMC Global Media as Executive Vice President, and Ms. Franco was employed by MSGE as Executive Vice President and General Counsel during 2025. While the Compensation Committee is aware that each of Messrs. Dolan and Granville-Smith also receives, and Ms. Franco also received, compensation for services rendered to such other companies, its own compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company.

The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company, except as otherwise noted. For more information regarding the compensation of Mr. Dolan by MSGS and MSGE, see MSGS’s and MSGE’s 2025 Definitive Proxy Statements, respectively. For more information regarding the compensation of Mr. Granville-Smith by MSGS, see MSGS’s 2025 Definitive Proxy Statement. For more information regarding the compensation of Ms. Franco by MSGE, see MSGE’s 2025 Definitive Proxy Statement.

Base Salaries

Our Compensation Committee is responsible for setting the base salaries of the executive officers, which are intended to compensate them for the day-to-day services that they perform for the Company. Base salaries for these executive officers have been set at levels that are intended to reflect the competitive marketplace in attracting and retaining quality executive officers. The employment agreement between the Company and each NEO contains (or contained, in the case of former executives) a minimum base salary level. For information regarding these base salary levels, please see “Executive Compensation Tables — Employment Agreements” below. The Compensation Committee reviews the salaries of the executive officers at least annually. The Compensation Committee may adjust base salaries for executive officers over time, based on their performance and experience and in accordance with the terms of their employment agreements.

The annual base salaries for each of Messrs. Dolan and Langer, Ms. Koester, and Messrs. Granville-Smith and Winters as of the end of 2025 were as follows: $230,000, $1,000,000, $1,450,000, $800,000 and $400,000, respectively. The base salaries for Mses. Greenberg and Franco and Mr. Brunner at the time of their separations from the Company were $1,350,000, $550,000 and $500,000, respectively. For additional information regarding the base salaries and actual amounts earned during 2025, see “Executive Compensation Tables — Summary Compensation Table”. The Compensation Committee generally determined salaries for NEOs after evaluation of Company and individual performance, market pay levels, the range of increases generally provided to the Company’s employees and, to the extent appropriate, management’s recommendations.

2025 Annual Cash Incentives

Overview

Annual cash incentives earned for performance in 2025 were determined based on performance against goals established by the Compensation Committee under the Management Performance Incentive Plan (“MPIP”). MPIP is an annual incentive plan under which eligible members of management, including the NEOs, were provided an opportunity to earn an annual cash award. The initial funding level of the bonus pools was based on financial performance versus pre-determined AOI targets for the Sphere reportable segment (for Sphere business units and applicable to Ms. Koester) and the MSG Networks reportable segment (for the MSG Networks business unit and applicable to Ms. Greenberg), and based on a blend of the Sphere and MSG Networks reportable segment results (for Corporate business units and applicable to the other NEOs).

The initial funding level could then be modified for each business unit based on performance versus pre-determined and measurable key strategic objectives, resulting in a payout falling within the range of 0% to 200% of target. In 2025 we had 11 business units, consisting of MSG Networks (which would have been applicable to Ms. Greenberg), Sphere business units (Sphere Studios, Venue Operations, Sponsorship & Exosphere Sales, Sales & Service, Strategic Operations & Alliances, Business Operations & Insights, Development & Construction, Ventures & Technology) and Corporate business units (Finance (applicable to Messrs. Langer and Winters and would have been applicable to Mr. Brunner but for his resignation from the Company) and Legal (applicable to Ms. Franco)), with a varied range of strategic goals for each business unit determined by the Compensation Committee. Ms. Koester’s strategic business unit modifier was based on the overall performance of the Sphere business units and Messrs. Dolan and Granville-Smith’s business unit modifier was based on the overall performance of all Company business units.

The MPIP was designed to link executive compensation directly to the Company’s financial performance and performance on key strategic initiatives by providing incentives and rewards based upon business unit performance during the applicable fiscal year.

As discussed in “Performance Targets & Achievement Levels” below, the financial results for the Corporate business units (including Messrs. Dolan, Granville-Smith, Langer and Winters and Ms. Franco) were based 80% on Sphere reportable segment financial results and 20% on MSG Networks reportable segment financial results. The initial bonus funding reflected MSG Networks reportable segment AOI results of 117.44% of target (no adjustment) and Sphere reportable segment AOI results of 73.63% of target. For strategic reasons, the Company implemented certain changes to its production schedule during the year that differed from the timing assumptions reflected in the Board-approved budget used to establish the 2025 AOI targets. Based on recommendations from management, the Compensation Committee, in consultation with its independent advisors, ultimately approved an adjustment to the calculated Sphere reportable segment AOI results to account for these timing differences. After giving effect to this adjustment, the Sphere reportable segment AOI results were 124.80% of target, which resulted in an initial adjusted bonus pool funding level for the Corporate business units of 123.33% of target. The Compensation Committee determined not to modify the initial adjusted financial score based on specific business unit achievements for (i) the legal business unit (applicable to Ms. Franco) and (ii) the overall company performance (applicable to Messrs. Dolan and Granville-Smith). As a result, the adjusted payout level of the annual cash incentives for Ms. Franco and Messrs. Dolan and Granville-Smith remained at 123.33% of the target level for 2025 (the financial score applicable to Corporate business units). After modification based on achievement relative to the pre-determined business unit strategic objectives for the Finance business unit, the final adjusted payout level of the annual cash incentives were determined to be 133.33% of the target level for Messrs. Langer and Winters (and would have been applicable to Mr. Brunner but for his resignation from the Company). Mr. Brunner did not receive an MPIP payment (or other payment in lieu of an MPIP payment) for 2025 in connection with his resignation from the Company.

The financial results for the Sphere business units (including Ms. Koester) were based 100% on Sphere reportable segment financial results, which led to an initial adjusted bonus pool funding level for the Sphere business units of 124.80% of target. After modification based on achievement relative to the pre-determined business unit strategic objectives for the Sphere business units, the final adjusted payout level of the annual cash incentive was determined to be 130.00% of the target level for Ms. Koester.

The financial results for the MSG Networks business unit (which would have been applicable to Ms. Greenberg but for her separation from the Company) were based 100% on MSG Networks reportable segment financial results, which led to an initial bonus pool funding level for the MSG Networks business unit of 117.44% of target. The Compensation Committee determined not to adjust the MSG Networks business unit results based on strategic business unit achievements, maintaining the calculated payout level at 117.44% of the target level for 2025 for the MSG Networks business unit (which would have been applicable to Ms. Greenberg but for her separation from the Company). In connection with her separation from the Company, Ms. Greenberg received the payment of an amount equal to her 2025 target bonus in lieu of any amount payable under the Company’s MPIP with respect to 2025.

Target Award Opportunities

Each employee eligible for an annual incentive award was assigned a target award equal to a percentage of that employee’s base salary as of the conclusion of the applicable fiscal year (with potential payouts not to exceed 200% of target).

Target annual incentive opportunities were based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each employment agreement between the Company and each of the NEOs contains (or contained, in the case of former executives) a minimum target annual incentive award level. The Compensation Committee reviews the target annual incentive award levels of the NEOs at least annually, subject to the minimum target annual incentive award level set forth in each employment agreement between the Company and each of the NEOs. See “Executive Compensation Tables — Employment Agreements” below.

2025 Annual Incentive Payouts

The below table summarizes each NEO’s target incentive opportunity and actual 2025 incentive payouts, as determined by the Compensation Committee.

The incentive payouts are described in more detail below.

(1)Reflects the current NEOs’ annual base salaries as of the conclusion of 2025 and the annual base salaries of the former executives as of their respective separation dates.

(2)Pursuant to the terms of his employment agreement, Mr. Langer also received a one-time special cash payment of $250,000, which was intended to cover transition-related expenses and is not included in the table above. Mr. Langer would have been required to repay a pro-rated amount of this one-time cash award (based on the number of days remaining until the first anniversary of the commencement of his employment with the Company) in the event of (i) his termination of his employment (other than for “good reason”) or (ii) an involuntary termination for “cause,” in each case within one year following the commencement of his employment with the Company.

(3)Pursuant to the terms of his employment agreement, for 2025, Mr. Winters received an annual incentive award covering the 6-month period of July 1, 2025 through December 31, 2025. Such pro-ration is reflected in the table above.

(4)In connection with her separation from the Company, Ms. Greenberg received the payment of $2,025,000, an amount equal to her 2025 target bonus in lieu of any amount payable under the Company’s MPIP with respect to 2025, which was paid in March 2026 at the same time as other incentive award payments were made. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Ms. Greenberg upon her separation from the Company.

(5)With respect to Ms. Franco, this table reflects the pro-rated annual incentive award earned during 2025 for the period from January 1, 2025 through October 31, 2025. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Ms. Franco upon her separation from the Company.

(6)Mr. Brunner did not receive an MPIP payment for 2025 as a result of his resignation from the Company.

Performance Targets & Achievement Levels

Financial Component:

Sphere business units (applicable to Ms. Koester and 80% of Corporate business units initial funding): For 2025, the MPIP financial performance objective for the Sphere business units consisted of an AOI target for the Sphere reportable segment based on the Board-approved budget, with the initial MPIP funding pool under this component ranging from 0% to 200% of target. The initial MPIP funding pool was determined after assessing the financial performance against the pre-determined AOI target. Based on the performance against the pre-determined AOI target, the calculated result of the financial component of the MPIP for the Sphere business units, giving effect to the payout provisions of the MPIP, was 73.63% of target. The MPIP provides the Compensation Committee with flexibility to make equitable adjustments to the structure and payouts that it deems appropriate to reflect the best interests of the business, including based on recommendations from management. Upon review of the calculated result of the financial component of the MPIP for business units tied to the Sphere reportable segment results, the Compensation Committee, considering recommendations from management and in consultation with the independent compensation consultant, determined the calculated results should be adjusted to account for certain changes in the Company’s production schedule that were made for strategic reasons during the year. After reflecting such adjustments, the adjusted result of the financial component of the MPIP for the Sphere business units was determined to be 124.80% of target.

MSG Networks business unit (would have been applicable to Ms. Greenberg but for her separation from the Company and 20% of Corporate business units initial funding): For 2025, the MPIP financial performance objective for the MSG Networks business unit consisted of an AOI target for the MSG Networks reportable segment based on the budget approved by the board of directors of MSGN, with the initial MPIP funding pool under this component ranging from 0% to 200% of target. The initial MPIP funding pool was determined after assessing the financial performance against the pre-determined AOI target. Based on the performance against the pre-determined AOI target, the calculated result of the financial component of the MPIP for the MSG Networks business unit, giving effect to the payout provisions of the MPIP, was 117.44% of target. The MPIP provides the Compensation Committee with flexibility to make equitable adjustments to the structure and payouts that it deems appropriate to reflect the best interests of the business, including based on recommendations from management. No such adjustments were made for the 2025 MPIP for the MSG Networks business unit.

Corporate business units (applicable to Messrs. Dolan, Granville-Smith, Langer and Winters and Ms. Franco and would have been applicable to Mr. Brunner but for his resignation from the Company): For 2025, the MPIP financial performance objective for the Corporate business units was based on a blend of the Sphere reportable segment and MSG Networks reportable segment AOI targets (weighted at 80% and 20%, respectively), further described below. The initial MPIP funding pool under this component ranged from 0% to 200% of target. The initial MPIP funding pool was determined after assessing the financial performance against the pre-determined AOI targets. Based on the performance against the pre-determined AOI targets, the calculated result of the financial component of the MPIP for the Corporate business units, giving effect to the payout provisions of the MPIP, was 82.39% of target. The MPIP provides the Compensation Committee with flexibility to make equitable adjustments to the structure and payouts that it deems appropriate to reflect the best interests of the business, including based on recommendations from management. As a result of the adjustments to the Sphere reportable segment financial component described above relating to strategic changes in the Company’s production schedule during the year, the adjusted result of the financial component of the MPIP for Corporate business units was determined to be 123.33% of target (based on 80% / 20% Sphere reportable segment / MSG Networks reportable segment weighting).

Strategic Business Unit Modifier:

For 2025, the MPIP also included a strategic modifier component for each business unit that could increase or decrease the initial AOI-funded MPIP pool based on performance against relevant strategic goals, resulting in a payout that falls within a range of 0% to 200% of target. These goals, strategies and measurable metrics were set at the beginning of the year and reviewed and approved by the Compensation Committee.

Goal Setting Process: In 2025, numerous specific goals that were aligned with the Company’s broad strategic initiatives were established for each business unit. Discrete strategies and measurable metrics were enumerated to measure year-end achievement of these goals. Taking into account each business unit’s performance with respect to each goal and underlying strategies and metrics, management could propose a modification to the initial AOI-funded pool for each business unit. The Compensation Committee would then assess management’s recommended modification(s) relative to the level of achievement of each business unit against its respective strategic goals and make an independent determination as to the appropriate modifier(s) (if any).

2025 Strategic Goals & Achievement: The strategic business unit modifier component for NEO payouts (to the extent applied) was calculated based on the extent to which the applicable business unit goals, strategies and measurable metrics were achieved in the fiscal year.

The Compensation Committee determined not to modify the initial adjusted financial score based on specific business unit achievements for (i) the Legal business unit (applicable to Ms. Franco) and (ii) overall company performance (applicable to Messrs. Dolan and Granville-Smith). As a result, the adjusted payout level of the annual cash incentives for Ms. Franco and Messrs. Dolan and Granville-Smith remained at 123.33% of the target level for 2025 (the financial score applicable to corporate business units). Similarly, the Compensation Committee determined not to adjust the MSG Networks business unit results based on strategic business unit achievements, maintaining the calculated payout level at 117.44% of the target level for 2025 for MSG Networks (which would have been applicable to Ms. Greenberg).

Finance Business Unit Strategic Achievements (applicable to Messrs. Langer and Winters):

In 2025, the Finance business unit’s strategic modifier focused on numerous core strategies aimed at establishing structures and policies to drive value through:

•Providing timely and actionable insights into financial performance;

•Supporting the Company’s financing initiatives and international and domestic expansion efforts; and

•Identifying cost savings opportunities.

Finance business unit strategic goals were supported by multiple individual measurable metrics. Achievement of metrics for 2025 included, but were not limited to:

•The finance business unit assisted MSG Networks in completing a restructuring of its credit facilities, which included, among other items, MSG Networks’ $804 million term loan being replaced with a new $210 million term loan facility;

•In connection with the restructuring, MSG Networks also entered into amendments with certain professional sports teams that provided for, among other matters, reductions in the annual rights fees payable to such teams;

•The finance business unit institutionalized a structured forecasting and reporting cadence to strengthen financial rigor and accountability; and

•Identified and executed significant cost savings and advanced key refinancing initiatives.

In recognition of performance versus the pre-determined business unit strategic goals, the Compensation Committee, considering recommendations from management and in consultation with the independent compensation consultant, determined to modify the payout level of the annual cash incentives for the Finance business unit to 133.33% of the target level for 2025.

Sphere Business Units Strategic Achievements (applicable to Ms. Koester):

In 2025, the various Sphere business units’ strategic modifier focused on numerous core strategies aimed at establishing structures and policies to drive value, including but not limited to:

•Advancing the Company’s international and domestic Sphere expansion efforts;

•Focusing on daily revenue optimization and elevating the Sphere customer experience; and

•Continuing to develop and utilize Sphere technologies for multi-sensory storytelling to deliver unparalleled immersive experiences.

The strategic goals for Sphere business units were supported by multiple individual measurable metrics. Achievement of metrics for 2025 included, but were not limited to:

•The Sphere reportable segment generated revenues of $781.4 million, representing an improvement of 27% compared to the prior year;

•In August 2025, the Company debuted its third Sphere Experience, The Wizard of Oz at Sphere, which has been met with both critical and commercial success, selling more than 1.5 million tickets in total and generating nearly $200 million ticket sales as of December 1, 2025;

•The Company announced its next Sphere Experience is in production, From the Edge, which will take audiences inside the world of extreme sports;

•During the twelve months ended December 31, 2025, the venue hosted more than 990 events, including:

◦The Sphere Experience ran 880 performances across Postcard from Earth, V-U2 An Immersive Concert Film, and The Wizard of Oz at Sphere;

◦Sphere hosted 107 concerts across a diverse array of genres, including 28 shows from the Eagles, 26 shows from the Backstreet Boys, the venue’s first pop act, and 15 shows from Kenny Chesney, the venue’s first country act;

◦Sphere hosted multiple brand events, including Delta Air Lines’ keynote presentation during the January 2025 Consumer Electronics Show; and

◦Formula 1’s Las Vegas Grand Prix in November 2025.

• Sphere’s Exosphere – the venue’s exterior and the world’s largest LED screen – welcomed numerous global brands;

• The Company announced new multi-year advertising and sponsorship agreements with Google, Lenovo and Zoox;

• The Company introduced its advanced audio system, Sphere Immersive Sound, at Radio City Music Hall in New York in November 2025, which is now in use for all events at the venue;

• The Company finalized and entered into several agreements relating to the construction, development and operation of Sphere Abu Dhabi, and continued to advance the Company’s Sphere expansion efforts; and

• The Company executed organizational realignment resulting in reduced attrition rates.

In recognition of performance versus the pre-determined business unit strategic goals, the Compensation Committee, considering recommendations from management and in consultation with the independent compensation consultant, determined to modify the payout level of the annual cash incentives for each of the Sphere business units, resulting modified payout of 130.00% of the target level for 2025 for Ms. Koester.

Long-Term Incentives

Long-term incentives represent a substantial portion of our executive officers’ annual total direct compensation. For 2025, standard long-term incentives for our NEOs other than Mr. Dolan were comprised of a mix of performance stock units (50%) and restricted stock units (50%).

The Compensation Committee believes this equity mix:

•Establishes strong alignment between executive officers and the interests of the Company’s stockholders;

•Provides meaningful incentive to drive actions that will improve the Company’s long-term stockholder value; and

•Supports the Company’s objectives of attracting and retaining the best executive officer talent.

The following table summarizes our 2025 standard long-term incentive awards to our NEOs other than Mr. Dolan:

Additional information regarding long-term incentive awards granted to NEOs during 2025 is set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below.

Pursuant to Mr. Dolan’s employment agreement, effective July 1, 2024, in lieu of participating in the Company’s long-term incentive program and subject to his continued employment by the Company (or any of its subsidiaries) through the applicable vesting date (subject to certain limited exceptions), Mr. Dolan (i) was granted on July 1, 2024, non-qualified performance vesting options to purchase 1,800,000 shares of Class A Common Stock, and (ii) was granted on January 8, 2025, non-qualified performance vesting options to purchase 984,700 shares of Class A Common Stock. See “— Performance Vesting Options” below for further details.

Performance Stock Units

Performance stock units are intended to align executive officers’ interests with those of our stockholders, with a focus on long-term financial results.

Under our executive compensation program for 2025, performance stock units were granted to executive officers and certain other members of management pursuant to the Company’s 2020 Employee Stock Plan, as amended (the “Employee Stock Plan”).

2025 Grants

During 2025, the Compensation Committee approved the awards of performance stock units shown in the table below to the NEOs for the 2025-2027 period. The Compensation Committee approved the target award opportunities and number of shares for the 2025 annual long-term incentive awards, including both performance stock units and restricted stock units, in March 2025. Since the Company’s long-term goals were still being assessed, the performance conditions applicable to the performance stock units were approved at a later date. Consistent with Topic 718, the grant date for the performance stock units is the date on which the performance conditions were established, which for the 2025 performance stock units awards occurred on December 19, 2025. As a result, the grant date fair value of the performance stock units differs from the target value approved in March 2025 as a result of the Company’s higher stock price on the grant date December 19, 2025.

(1)The Company determines the number of performance stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee. The Compensation Committee approved the number of performance stock units to grant in March 2025.

(2)The grant date fair value listed above is calculated in accordance with Topic 718. Under Topic 718, the date of grant for performance stock units is the date the performance targets are set for such awards, which, for these awards was on December 19, 2025. The Company determines the number of performance stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee.

(3)In lieu of participating in the standard annual long-term incentive program, in accordance with his employment agreement, Mr. Dolan, the Company’s Executive Chairman and Chief Executive Officer, was granted long-term incentive awards in the form of non-qualified performance vesting options to purchase shares of Class A Common Stock that vest based on the achievement of rigorous stock price hurdles. See “— Performance Vesting Options” below.

(4)Mr. Winters did not receive a performance stock unit award from the Company during 2025.

(5)With respect to Ms. Greenberg and Mr. Brunner, the awards reflected above were forfeited upon their departures from the Company. With respect to Ms. Franco, the awards reflected above will vest upon the Compensation Committee’s certification of satisfaction of the applicable performance criteria. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Ms. Franco upon her separation from the Company.

Standard performance stock units are structured to be settled upon the later of March 15th following a three-year period and the date of certification of achievement against pre-determined three-year cumulative performance targets. Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically settle on the same timeframe as standard performance stock units granted that fiscal year.

Target Setting

For 2025 performance stock units granted for the three-year 2025-2027 fiscal year period, the Compensation Committee selected cumulative Sphere reportable segment AOI as the financial metric. The Compensation Committee seeks to ensure performance targets are ambitious, requiring meaningful growth over the performance period, while threshold performance targets are expected to be achievable. Performance targets were set by the Compensation Committee during 2025, and relate to the Company’s key financial priorities based on the Company’s forecast / budget for each of those years (subject to certain pre-approved adjustments).

The Company’s financial targets are confidential and disclosure of those targets could provide information that could lead to competitive harm, and for this reason the performance stock unit financial performance targets are not disclosed. The Company intends to disclose the Sphere reportable segment AOI payout results as a percentage of target as well as the resulting payout for the 2025 performance stock units as a percentage of target measured based on the three-year cumulative performance.

The performance stock unit payout opportunity ranges from 0 to 110% of target, based on performance and subject to continued employment and employment agreement terms (as applicable). At the threshold performance level, the award would vest at 90% of the target performance stock units, and at or above the maximum performance level, the award would vest at 110% of the target performance stock units. If the Company exceeds threshold levels but does not achieve the targeted rates, the award provides for partial payments. No performance stock units would vest if the Company fails to achieve threshold levels of performance.

Converted Performance Stock Units Vested During 2025

As previously disclosed, the performance stock units granted in August 2022 (excluding certain performance stock units granted to certain employees of MSGE) and the mid-year grant of performance stock units in April 2023 to Ms. Koester (collectively, the “August 2022 Converted PSUs”), were determined to be earned at 100% of target and no longer subject to performance-based vesting requirements. The August 2022 Converted PSUs settled in shares on September 15, 2025 in accordance with their terms.

Restricted Stock Units

Restricted stock units serve to align executive officers’ interests with those of our stockholders and promote the retention of employees, including the NEOs.

The Compensation Committee approved the awards of restricted stock units shown in the table below to the NEOs for 2025 pursuant to the Employee Stock Plan.

(1)The Company determines the number of restricted stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee. The Compensation Committee approved the number of restricted stock units to grant in March 2025.

(2)The grant date fair value listed above is calculated in accordance with Topic 718. The Company determines the number of restricted stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee.

(3)In lieu of participating in the standard annual long-term incentive program, in accordance with his employment agreement, Mr. Dolan, the Company’s Executive Chairman and Chief Executive Officer, was granted long-term incentive awards in the form of non-qualified performance vesting options to purchase shares of Class A Common Stock that vest based on the achievement of rigorous stock price hurdles. See “— Performance Vesting Options” below.

(4)This amount was granted in March 2025 to reflect the target long-term incentive opportunity under Mr. Langer’s employment agreement. Pursuant to the terms of his employment agreement, Mr. Langer was also provided a one-time special restricted stock unit award of 11,832 units ($377,322) in March 2025, which was intended to further align Mr. Langer with Company stockholders and which is not included in the table above.

(5)Mr. Winters did not receive a restricted stock unit award from the Company during 2025.

(6)With respect to Ms. Greenberg and Mr. Brunner, the awards reflected above were forfeited upon their departures from the Company. With respect to Ms. Franco, the awards reflected above vested upon her separation date. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Ms. Franco upon her separation from the Company.

Standard restricted stock units vest ratably over three years on March 15 th of each year following the year of grant, subject to continued employment and employment agreement terms (as applicable). Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically vest on the same timeframe as restricted stock units granted that year.

Performance Vesting Options

In lieu of participating in the standard annual long-term incentive program described above, in accordance with his employment agreement, Mr. Dolan, the Company’s Executive Chairman and Chief Executive Officer, was granted long-term incentive awards in the form of non-qualified performance vesting options to purchase shares of Class A Common Stock that vest based on the achievement of rigorous stock price hurdles. The stock price hurdles outlined below represent significant appreciation from the exercise prices (i.e., the respective closing stock price on the date of grant). Specifically, Mr. Dolan was granted: (i) the First Performance Vesting Option Award on July 1, 2024, consisting of non-qualified performance vesting options to purchase 1,800,000 shares of our Class A Common Stock, with a grant date fair value of $17.48 million, and (ii) the Second Performance Vesting Option Award on January 8, 2025, consisting of non-qualified performance vesting options to purchase 984,700 shares of our Class A Common Stock, with a grant date fair value of $13.03 million. The performance vesting options (or the applicable portion thereof) will vest on the later of (1) June 30, 2027, with respect to the First Performance Vesting Option Award, or January 8, 2028, with respect to the Second Performance Vesting Option Award, and (2) the date on which any of the share price hurdles are achieved during the five-year performance period measured from the date of grant, in each case subject to Mr. Dolan’s continued employment with the Company (or any of its subsidiaries) through the applicable vesting date (subject to certain limited exceptions). The share price hurdles are as follows: $75 per share, $100 per share, $125 per share and $150 per share, with 25% of each option award subject to each respective performance price hurdle. Measurement of the achievement of the hurdles shall be based on a rolling thirty (30) consecutive trading day average of the closing price of the Class A Common Stock on the NYSE. The $75 share price hurdle was achieved by Mr. Dolan as of December 31, 2025. The exercise price of the performance vesting options granted to Mr. Dolan on July 1, 2024 is $34.62 per share and the exercise price of the performance vesting options granted to Mr. Dolan on January 8, 2025 is $41.37 per share. The closing market price of our Class A Common Stock on the NYSE as of July 1, 2024 and January 8, 2025 was $34.62 and $41.37, respectively.

Compensation Committee Policies Related to Certain Compensation Matters

The Compensation Committee’s charter sets forth certain provisions relating to the consideration and granting of annual equity-based awards and other compensation.

The Compensation Committee is required to establish a schedule for the consideration and granting of annual equity-based and other compensation, andthe meeting to approve any annual equity-based awards and incentive compensation awards shall promptly follow the announcement of the Company’s year-end earnings (except as the Compensation Committee may otherwise agree). The Compensation Committee also has the authority in its discretion to approve equity-based awards at other times during the year for other reasons, including to provide compensation to new employees. Generally, the Compensation Committee does not take material non-public information into account when determining the timing of the grant of equity awards, including options. However, the Company’s employment agreement with Mr. Dolan provided the Compensation Committee the discretion to delay the grant of the 2025 non-qualified performance vesting option grant while there was material non-public information. When the Compensation Committee has had the discretion to delay the grant of an equity award because of material non-public information, the Compensation Committee has considered (i) the nature of material non-public information, (ii) the length of time until the material non-public information will be disclosed, and (iii) the lack of certainty surrounding the material non-public information and the potential impact the material non-public information could have on the Company’s stock price. The timing of the release of material non-public information isnot based on affecting the value of executive compensation.

In addition, the Compensation Committee’s charter sets forth certain procedural matters relating to the granting of stock options.

Insider Trading Policy

We have an insider trading policy that governs the purchase, sale and other disposition of our securities by the Company itself and our employees, directors and consultants. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us. Among other things, our insider trading policy prohibits us, our employees, directors and consultants from trading in our securities while in possession of material non-public information. The foregoing summary of our insider trading policy does not purport to be complete and is qualified by reference to the full text of our insider trading policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K.

Hedging Policy

The Company’s Insider Trading Policy prohibits all directors, consultants and employees (including NEOs), and all members of their immediate families or any individual who is materially dependent upon them for financial support who reside in the same household, from directly or indirectly engaging in short sales, short sales against the box or other “hedging” transactions unless otherwise permitted by the Company.

Clawback Policy

The Company’s Clawback Policy, which was established in accordance with the listing requirement of the NYSE, provides for the recovery or “clawback” of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement. The policy applies to incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding an accounting restatement and after the effective date of the NYSE’s listing requirement, October 2, 2023.

Vesting and Holding Requirements

Under our executive compensation program for 2025, restricted stock units granted to each recipient will vest ratably over three years and performance stock units granted to each recipient will cliff-vest after three years to the extent that pre-determined three-year cumulative financial performance targets are achieved, in each case, so long as the recipient is continuously employed by the Company, MSGE, MSGS, or any of their respective subsidiaries, until the applicable vesting date (and subject to any applicable terms of the award agreements and their employment agreement, which may supersede any continued employment obligations). As noted above, the performance vesting options granted pursuant to Mr. Dolan’s employment agreement are also subject to cliff-vesting after three years to the extent stock price targets are achieved, subject to Mr. Dolan’s continued employment with the Company (or any of its subsidiaries) through the applicable vesting date (subject to certain limited exceptions). With respect to our non-employee directors, and as discussed above under “— Director Compensation,” compensation includes annual awards of restricted stock units. Pursuant to the award agreements, directors’ restricted stock units are settled in shares of Class A Common Stock (or, in the Compensation Committee’s discretion, cash) on the first business day following 90 days after the director incurs a separation from service (other than in the event of a director’s death, where the restricted stock units are settled immediately). One effect of the three-year cliff vesting and three-year ratable vesting, as the case may be (with respect to our NEOs and eligible employees), and the holding requirements (with respect to our non-employee directors), is to require each of our non-employee directors, NEOs and eligible employees to maintain significant holdings of Company securities at all times.