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Madison Square Garden Entertainment Corp.

For the period ended Jun 30, 2026. Filed Aug 12, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Aug 12, 2026

MSGE$77.06+2.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2025-06-30; filed 2025-08-13.

0001952073-25-000037

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2026-06-30; filed 2026-08-12.

0001628280-26-056286

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 210 previous paragraphs and 210 current paragraphs.

139 unchanged; 50 reworded; 19 added; 21 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 5 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

•geopolitical risks, including the direct and indirect impact of foreign wars and conflicts, including the conflict with Iran and related unrest in the Middle East, on international, domestic and local economies;

Current report

•the impact of the redevelopment of New York City’s Penn Station, including the impacts on The Garden and the potential disposition of the Infosys Theater at Madison Square Garden in connection with the redevelopment;

Current report

Revenues for Fiscal Year 2026 increased $118,050 as compared to Fiscal Year 2025.

Current report

Changes in revenues from entertainment offerings as compared to the prior year period were attributable to the following:

Current report

For Fiscal Year 2026, the increase in revenues from concerts was due to an increase in the number of concerts at The Garden and higher per-concert revenue, partially offset by a decrease in the number of concerts at the Company’s theaters.

Current report

For Fiscal Year 2026, the increase in revenues from other live entertainment and sporting events (excluding the Knicks and Rangers) was primarily due to higher per-event revenue 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.

Current report

Changes in food, beverage, and merchandise revenues as compared to the prior year period were attributable to the following:

Current report

For Fiscal Year 2026, the increase in food and beverage sales from concerts was primarily due to an increase in the number of concerts at The Garden, partially offset by a decrease in the number of concerts at the Company’s theaters.

Current report

For Fiscal Year 2026, the increase in food and beverage sales from other live entertainment and sporting events (excluding the Knicks and Rangers) was primarily due to an increase in the number of events at The Garden and higher per-event revenue.

Current report

Changes in direct operating expenses associated with entertainment offerings, arena license fees and other leasing as compared to the prior year period were attributable to the following:

Current report

For Fiscal Year 2026, the increase in direct operating expenses from concerts was primarily due to an increase in the number of concerts at The Garden and higher per-concert expenses, partially offset by a decrease in the number of concerts at the Company’s theaters.

Current report

For Fiscal Year 2026, the increase in direct operating expenses associated with the presentation of the Christmas Spectacular production was primarily due to fifteen additional shows.

Current report

For Fiscal Year 2026, the increase in direct operating expenses associated with venue-related sponsorship, signage, and suite license was primarily due to expenses incurred as a result of the increase in suite license revenues.

Current report

For Fiscal Year 2026, direct operating expenses associated with food, beverage, and merchandise increased $7,716 to $99,103, as compared to Fiscal Year 2025, primarily due to higher food, beverage, and merchandise costs related to concerts and other live entertainment and sporting events (excluding the Knicks and Rangers).

Current report

Restructuring charges for Fiscal Year 2026 increased $12,931, to $13,986 as compared to $1,055 in Fiscal Year 2025. The increase primarily reflects termination benefits provided as part of a voluntary exit program the Company implemented during Fiscal Year 2026.

Current report

For Fiscal Year 2026, other expense, net decreased $1,428 to $793 as compared to $2,221 in Fiscal Year 2025. The change 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.

Current report

Proceeds. Proceeds of the National Properties Revolving Credit Facility may be used to fund working capital needs, for general corporate purposes of MSG National Properties and its subsidiaries and to make distributions to MSG Entertainment Holdings.

Current report

Net cash used in investing activities for Fiscal Year 2026 increased $6,093 as compared to Fiscal Year 2025 due to an increase in capital expenditures.
Removed paragraphs (21)

Previous report

•the impact of any government plans to redesign New York City’s Penn Station;

Previous report

The Company also historically owned a controlling interest in Boston Calling Events, LLC (“BCE”), the entertainment production company that owns and operates the Boston Calling Music Festival. The Company disposed of its controlling interest in BCE on December 2, 2022.

Previous report

Revenues for Fiscal Year 2025 decreased $16,531 as compared to Fiscal Year 2024.

Previous report

For Fiscal Year 2025, the decrease in revenues from entertainment offerings was primarily due to lower event-related revenues of $49,206, partially offset by (i) higher revenues from the presentation of the Christmas Spectacular production of $20,175, (ii) higher revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $11,060, and (iii) higher revenues from venue-related sponsorship, signage and suite license fees of $4,792.

Previous report

For Fiscal Year 2025, the decrease in event-related revenues was due to (i) lower revenues from concerts of $67,185, which mainly reflects lower per-concert revenues, primarily due to a shift in the mix of events at The Garden from promoted events to rentals, and a decrease in the number of events at the Company’s venues, partially offset by (ii) higher revenues from other live entertainment and sporting events (excluding the Knicks and Rangers) of $17,979, which was primarily due to an increase in the number of events at the Company’s venues and higher per-event revenues.

Previous report

For Fiscal Year 2025, the decrease in food, beverage, and merchandise revenues was primarily due to lower food and beverage sales at concerts held at the Company’s venues of $15,098 and at Knicks and Rangers games at The Garden of $2,852, which was partially offset by higher food, beverage, and merchandise sales from other live entertainment and sporting events (excluding the Knicks and Rangers) of $4,322 and, to a lesser extent the presentation of the Christmas Spectacular production of $2,031.

Previous report

For Fiscal Year 2025 the decrease in food and beverage sales at concerts was due to a decrease in the number of concerts held at the Company’s venues and, to a lesser extent, lower average per-concert revenues in the current year.

Previous report

For Fiscal Year 2025 the decrease in food and beverage sales at Knicks and Rangers games was primarily due to fewer games partially offset by higher average per-game revenue.

Previous report

For Fiscal Year 2025 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 in the current year.

Previous report

For Fiscal Year 2025, the decrease in direct operating expenses associated with entertainment offerings, arena license fees, and other leasing reflects lower event-related expenses of $41,847 and lower venue operating costs of $4,651, which was partially offset by higher expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $10,762 and higher expenses related to the presentation of the Christmas Spectacular production of $4,051.

Previous report

For Fiscal Year 2025, the decrease in venue operating costs of $4,651 was primarily due to lower employee compensation and benefits and other cost decreases, which was partially offset by higher utilities expenses.

Previous report

For Fiscal Year 2025, the decrease in food, beverage and merchandise direct operating expenses was primarily driven by the related decrease in food and beverage sales at concerts held at the Company’s venues and the related decrease in food and beverage sales at Knicks and Rangers games, which was partially offset by the increase in food, beverage, and merchandise sales from other live entertainment and sporting events (excluding the Knicks and Rangers) and the presentation of the Christmas Spectacular production.

Previous report

Depreciation and amortization for Fiscal Year 2025 increased $3,892, to $57,768 as compared to $53,876 in Fiscal Year 2024, primarily due to fixed assets additions in the first half of Fiscal Year 2025.

Previous report

Restructuring charges for Fiscal Year 2025 decreased $16,594, to $1,055 as compared to $17,649 in Fiscal Year 2024. The decrease reflects higher termination benefits provided in the prior year due to a workforce reduction of certain executives and employees.

Previous report

For Fiscal Year 2025, other expense, net decreased $2,451 to $2,221 as compared to other expense, net of $4,672 for Fiscal Year 2024. The change was primarily due to (i) a decrease in realized and unrealized loss of $2,904 associated with the Company’s investment in Townsquare Media, Inc., and (ii) lower net periodic benefit costs of $1,608 associated with the Company’s pension plans, partially offset by (iii) the absence of a $1,548 net gain associated with the investment in DraftKings Inc. recognized in the prior year period, (iv) a decrease in dividend income of $468 associated with the investment in Townsquare Media, Inc., as compared to the prior year.

Previous report

Income tax expense for Fiscal Year 2025 of $28,130 differs from income tax expense derived from applying the statutory federal rate of 21% to the pretax income primarily due to income tax expense from state taxes of $11,686 and nondeductible officers’ compensation of $3,590.

Previous report

Income tax benefit for Fiscal Year 2024 of $92,009 differs from income tax expense derived from applying the statutory federal rate of 21% to the pretax income primarily due to (i) income tax benefit due to a decrease in the valuation allowance of $108,506 and (ii) income tax benefit of $4,487 related to return to provision adjustments, partially offset by (iii) state income tax expense of $9,039.

Previous report

Net cash flows used in investing activities for Fiscal Year 2025 decreased by $38,678 as compared to Fiscal Year 2024 primarily due to (i) the absence of a loan to a related party under the delayed draw term loan facility, partially offset by (ii) fewer proceeds received from the sale of investments in the current year as compared to the prior year.
Reworded paragraphs (50)

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

This MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s audited consolidated 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.

Previous wording

Recently Issued Accounting Pronouncements and Critical Accounting Policies. This section cross-references a discussion of critical accounting policies 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 policies and recently issued accounting pronouncements, are discussed included in Item 7 and 8, respectively, of this Annual Report on Form 10-K.

Current wording

Recently Issued Accounting Pronouncements and Critical Accounting Estimates. This section cross-references a discussion of critical accounting estimates 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 estimates and recently issued accounting pronouncements are discussed in Item 7 and Item 8, respectively, of this Annual Report on Form 10-K.

Previous wording

We manage our business through one reportable segment. The Company’s portfolio of venues includes: The Garden, The 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.

Current wording

We manage our business through one reportable segment. The Company’s portfolio of venues includes: The Garden, the 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.

Previous wording

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, The Theater at Madison Square Garden and The Chicago Theatre, and leases Radio City Music Hall and the Beacon Theatre.

Current wording

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, the Infosys Theater at Madison Square Garden and The Chicago Theatre, and leases Radio City Music Hall and the Beacon Theatre.

Previous wording

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.

Current wording

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

Previous wording

The Company also creates, produces and/or presents live productions that are performed in the Company’s venues. This includes the Christmas Spectacular production, which features the world-famous Rockettes and which has been performed at Radio City Music Hall for 91 years.

Current wording

The Company also creates, produces and/or presents live productions that are performed in the Company’s venues. This includes the Christmas Spectacular production, which features the world-famous Rockettes and which has been performed at Radio City Music Hall for 92 years.

Previous wording

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 — Venue License Fees” below for further discussion of our venue licensing arrangements with MSG Sports.

Current wording

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.

Previous wording

The Garden has 22 Event Level suites, 1 Event Level Club Space, 58 Lexus Level suites, 18 Infosys Level suites, the Madison Club, Chase Lounge and the Hub Loft. Suite licenses at The Garden are generally sold to corporate customers with the majority being multi-year licenses with annual escalators.

Current wording

The Garden has 23 Event Level spaces, consisting of 22 suites and an event level club, 58 Lexus Level suites, 18 Infosys Level suites, the Madison Club, and the HUB Loft. Suite licenses at The Garden are generally sold to corporate customers with the majority being multi-year licenses with annual escalators.

Previous wording

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 recognized 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.

Current wording

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 recorded in Entertainment offerings, arena license fees, and other leasing direct operating expenses in the consolidated 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.

Previous wording

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 recognized 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.

Current wording

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 recorded in Food, beverage, and merchandise direct operating expenses in the consolidated 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.

Previous wording

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 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).

Current wording

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).

Previous wording

For days in 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.

Current wording

On days on 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 statements of operations.

Previous wording

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.

Current wording

The consolidated 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.

Previous wording

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.

Current wording

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 statements of operations.

Previous wording

(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) $44,052 and $42,769 collected in cash for Fiscal Year 2025 and 2024, respectively, and (ii) a non-cash portion of $24,016 and $25,299 for Fiscal Year 2025 and 2024, respectively.

Current wording

(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) $45,374 and $44,052 collected in cash for Fiscal Year 2026 and 2025, respectively, and (ii) a non-cash portion of $22,694 and $24,016 for Fiscal Year 2026 and 2025, respectively.

Previous wording

For Fiscal Year 2025, 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 the number of performances as compared to the prior year. The increase in per-show ticket-related revenues was due to higher average ticket yield and higher average per-show attendance as compared to the prior year. The Company had 200 Christmas Spectacular performances during Fiscal Year 2025’s holiday season, as compared to 193 performances in the Fiscal Year 2024’s holiday season. For Fiscal Year 2025’s holiday season, approximately 1.1 million tickets were sold as compared to more than 1.0 million tickets sold in the prior year.

Current wording

For Fiscal Year 2026, the increase in revenues from the presentation of the Christmas Spectacular production was primarily due to an increase in ticket-related revenue, reflecting fifteen additional shows and higher per-show revenue. The increase in per-show revenue was primarily due to higher per-show attendance and higher average ticket yield. The Company had 215 Christmas Spectacular performances during Fiscal Year 2026’s holiday season, as compared to 200 performances during Fiscal Year 2025’s holiday season. For Fiscal Year 2026’s holiday season, over 1.2 million tickets were sold as compared approximately 1.1 million tickets sold in the corresponding prior year period.

Previous wording

For Fiscal Year 2025, the increase in revenues from venue-related sponsorship, signage and suite license fees was primarily due to higher suite license revenues (excluding the 67.5% portion shared with MSG Sports pursuant to the Arena License agreements) which was partially offset by lower sponsorship and signage revenue.

Current wording

For Fiscal Year 2026, the increase in revenues from venue-related sponsorship, signage and suite license fees was due to higher sponsorship and signage revenues and higher suite license revenues (excluding the portion shared with MSG Sports pursuant to the Arena License Agreements).

Previous wording

For Fiscal Year 2025 the increase in food, beverage, and merchandise sales at the Christmas Spectacular production was primarily due to higher average per-event revenues, and to a lesser extent, an increase in the number of performances in the current year.

Current wording

For Fiscal Year 2026, the increase in food, beverage, and merchandise sales at the Christmas Spectacular production was primarily due to higher per-show revenues and, to a lesser extent, fifteen additional performances.

Previous wording

For Fiscal Year 2025, 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, of which 67.5% is shared with MSG Sports.

Current wording

For Fiscal Year 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 per-game food and beverage revenues (excluding the portion retained by the Company).

Previous wording

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

Current wording

For Fiscal Year 2026, the increase in arena license fees and other leasing revenue was due to increases in other leasing revenue.

Previous wording

Direct operating expenses for Fiscal Year 2025 decreased $33,193 as compared to Fiscal Year 2024.

Current wording

Direct operating expenses for Fiscal Year 2026 increased $46,656 as compared to Fiscal Year 2025.

Previous wording

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

Current wording

For Fiscal Year 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.

Previous wording

For Fiscal Year 2025, the decrease in event-related expenses was primarily due to lower direct operating expenses from concerts of $53,406, which mainly reflects lower per-concert expenses, primarily due to the shift in the mix of events at The Garden from promoted events to rentals, and a decrease in the number of concerts at the Company’s venues, partially offset by higher direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) of $11,559.

Current wording

For Fiscal Year 2026, the increase in direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) was 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.

Previous wording

Selling, general, and administrative expenses for Fiscal Year 2025 increased $8,011, to $214,974 as compared to Fiscal Year 2024 which was primarily due to (i) an increase in employee compensation and benefits, including executive management transition costs of $4,562 recognized in Fiscal Year 2025 and (ii) higher rent expense, partially offset by (iii) a decrease in professional fees and (iv) other cost decreases.

Current wording

Selling, general, and administrative expenses for Fiscal Year 2026 increased $38,138 to $253,112 as compared to Fiscal Year 2025, primarily due to (i) an increase in employee compensation and benefits and, to a lesser extent, (ii) higher rent expense, and (iii) other cost 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.

Previous wording

Impairment of long-lived assets for Fiscal Year 2025 was $11,202, due to an impairment loss 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 office in the third quarter of Fiscal Year 2025.

Current wording

Impairment of long-lived assets for Fiscal Year 2026 increased $2,580 to $13,782 as compared to $11,202 in Fiscal Year 2025 due to impairment losses recognized on the Company’s right-of-use lease assets in its New York corporate office.

Previous wording

Operating income for Fiscal Year 2025 increased $10,151 to $122,092 as compared to operating income of $111,941 in Fiscal Year 2024. The improvement in operating income was primarily due to the decrease in direct operating expenses and restructuring charges, partially offset by lower revenues, higher selling, general and administrative expenses, and impairment of long-lived assets, including right-of-use lease assets and related lease costs.

Current wording

Operating income for Fiscal Year 2026 increased $19,444 to $141,536 as compared to $122,092 in Fiscal Year 2025. The increase in operating income was primarily due to an increase in revenues, partially offset by an increase in direct operating expenses, selling, general and administrative expenses, and restructuring charges.

Previous wording

Interest income for Fiscal Year 2025 decreased $648 to $2,328 as compared to $2,976 in Fiscal Year 2024 primarily due to lower interest rates on the Company’s cash, cash equivalents and restricted cash balances.

Current wording

Interest income for Fiscal Year 2026 increased $3,867 to $6,195 as compared to $2,328 in Fiscal Year 2025 primarily due to higher average balances in the Company’s cash, cash equivalents and restricted cash.

Previous wording

Interest expense for Fiscal Year 2025 decreased $7,448 to $50,506 as compared to $57,954 in Fiscal Year 2024, primarily due to lower average borrowings and lower interest rates under the National Properties Facilities.

Current wording

Interest expense for Fiscal Year 2026 decreased $10,544 to $39,962 as compared to $50,506 in Fiscal Year 2025, primarily due to lower average interest rates and lower average borrowings under the National Properties Facilities (as defined below under Liquidity and Capital Resources).

Previous wording

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).

Current wording

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 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).

Previous wording

See Note 15. Income Taxes to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for further details on the components of income tax and a reconciliation of the statutory federal rate to the effective tax rate.

Current wording

See Note 14. Income Taxes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for discussions of the Company’s income tax expense and details on the components of income tax and a reconciliation of the statutory federal rate to the effective tax rate.

Previous wording

The Company excludes impairments of long-lived assets, including right-of-use lease assets and related lease costs, as these expenses do not represent core business operating results of the Company. The Company believes that the exclusion of share-based compensation expense or benefit allows investors to better track the performance of the Company’s business without regard to the settlement of an obligation that is not expected to be made in cash. The Company eliminates merger, spin-off, and acquisition-related transaction costs, when applicable, because the Company does not consider such costs to be indicative of the ongoing operating performance of the Company as they result from an event that is of a non-recurring nature, thereby enhancing comparability. In addition, management believes that the exclusion of gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan, provides investors with a clearer picture of the Company’s operating performance given that, in accordance with GAAP, gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan are recognized in Operating income whereas gains and losses related to the remeasurement of the assets under the executive deferred compensation plan, which are equal to and therefore fully offset the gains and losses related to the remeasurement of liabilities, are recognized in Other (expense) income, net, which is not reflected in Operating income.

Current wording

The Company excludes impairments of long-lived assets, including right-of-use lease assets and related lease costs, as these expenses do not represent core business operating results of the Company. The Company believes that the exclusion of share-based compensation expense or benefit allows investors to better track the performance of the Company’s business without regard to the settlement of an obligation that is not expected to be made in cash. The Company eliminates merger, spin-off, and acquisition-related transaction costs, when applicable, because the Company does not consider such costs to be indicative of the ongoing operating performance of the Company as they result from an event that is of a non-recurring nature, thereby enhancing comparability. In addition, management believes that the exclusion of gains and losses related to the remeasurement of liabilities under the Executive Deferred Compensation Plan, provides investors with a clearer picture of the Company’s operating performance given that, in accordance with GAAP, gains and losses related to the remeasurement of liabilities under the Executive Deferred Compensation Plan are recorded inoperating income whereas gains and losses related to the remeasurement of the assets under the Executive Deferred Compensation Plan, which are equal to and therefore fully offset the gains and losses related to the remeasurement of liabilities, are recorded in other expense, net, which is not reflected inoperating income.

Previous wording

Analysis of our results of operations for Fiscal Year 2024, including a comparison of Fiscal Year 2024 to Fiscal Year 2023, is included in the Company’s Annual Report on Form 10-K, dated August 16, 2024.

Current wording

Analysis of our results of operations for Fiscal Year 2025, including a comparison of Fiscal Year 2025 to Fiscal Year 2024, is included in the Company’s Annual Report on Form 10-K, filed on August 13, 2025.

Previous wording

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 to affiliates 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 $69,796 remaining as of June 30, 2025. 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.

Current wording

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, and investments and related loans. 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 June 30, 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.

Previous wording

We regularly monitor and assess our ability to meet our net funding and investing requirements. As of June 30, 2025, the Company’s unrestricted cash and cash equivalents balance was $43,017. The principal balance of the Company’s total debt outstanding as of June 30, 2025 was $609,375 and the Company had $134,036 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. See Note 12. Credit Facilities to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for a discussion of the National Properties Facilities.

Current wording

We regularly monitor and assess our ability to meet our net funding and investing requirements. As of June 30, 2026, the Company’s unrestricted cash and cash equivalents balance was $293,599. The principal balance of the Company’s total debt outstanding as of June 30, 2026 was $578,907 and the Company had $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. See Note 11. Credit Facilities to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a discussion of the National Properties Facilities.

Previous wording

General. On June 27, 2025, MSG National Properties, 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. As of June 30, 2025, outstanding letters of credit were $15,964 and the remaining balance available under the National Properties Revolving Credit Facility was $134,036.

Current wording

General. On June 27, 2025, MSG National Properties, 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. As of June 30, 2026, outstanding letters of credit were $18,169 and the remaining balance available under the National Properties Revolving Credit Facility was $131,831.

Previous wording

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 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 Facilities as of June 30, 2025 was 6.57%.

Current wording

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 June 30, 2026 was 5.64%.

Previous wording

Principal Repayments. Subject to customary notice and minimum amount conditions, the Company may voluntarily repay outstanding loans under the National Properties Facilities or terminate commitments under the National Properties Revolving Credit Facility, at any time, in whole or in part, subject only to customary breakage costs in the case of prepayment of Term SOFR loans. 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 beginning with the fiscal quarter ending September 30, 2025, in an aggregate amount equal to 5.00% 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. Under certain circumstances, MSG National Properties is required to make mandatory prepayments on loans outstanding, including prepayments in an amount equal to the net cash proceeds of certain sales of assets or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), subject to certain exceptions.

Current wording

Principal Repayments. Subject to customary notice and minimum amount conditions, the Company may voluntarily repay outstanding loans under the National Properties Facilities or terminate commitments under the National Properties Revolving Credit Facility, at any time, in whole or in part, subject only to customary breakage costs in the case of prepayment of Term SOFR loans. The National Properties Facilities will mature on June 27, 2030. The principal obligations under the National Properties Term Loan Facility are repaid in quarterly installments that commenced with the fiscal quarter ended September 30, 2025, in an aggregate amount equal to 5.00% 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. Under certain circumstances, MSG National Properties is required to make mandatory prepayments on loans outstanding, including prepayments in an amount equal to the net cash proceeds of certain sales of assets or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), subject to certain exceptions.

Previous wording

All obligations under the National Properties Facilities, including the guarantees of those obligations, are secured by certain of the assets of MSG National Properties and the Subsidiary Guarantors (collectively, “Collateral”) including, but not limited to, a pledge of some or all of the equity interests held directly or indirectly by MSG National Properties in each Subsidiary Guarantor. The Collateral does not include, among other things, any interests in The Garden or The Chicago Theatre or the leasehold interests in Radio City Music Hall or the Beacon Theatre.

Current wording

All obligations under the National Properties Facilities, including the guarantees of those obligations, are secured by certain of the assets of MSG National Properties and the Subsidiary Guarantors (collectively, “Collateral”) including, but not limited to, a pledge of some or all of the equity interests held directly or indirectly by MSG National Properties in each Subsidiary Guarantor. The Collateral does not include, among other things, any interests in The Garden, the Infosys Theater at Madison Square Garden or The Chicago Theatre or the leasehold interests in Radio City Music Hall or the Beacon Theatre.

Previous wording

See Note 12. Credit Facilities to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for additional information regarding the National Properties Credit Agreement, such as the scheduled repayment requirement of $30,469 in Fiscal Year 2026 and $30,469 in Fiscal Year 2027.

Current wording

See Note 11. Credit Facilities to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information regarding the National Properties Credit Agreement.

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Current report — wording carried from elsewhere

For Fiscal Year 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 (excluding the portion retained by the Company) and, to a lesser extent, higher commissions on merchandise sales.

Current report — wording carried from elsewhere

Comparison of Fiscal Year 2025 versus Fiscal Year 2024