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Madison Square Garden Entertainment Corp.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 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-Q

Period ended 2026-03-31; filed 2026-05-07.

0001628280-26-032215

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001628280-26-070156

Item 2. 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 157 previous paragraphs and 137 current paragraphs.

86 unchanged; 37 reworded; 14 added; 33 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 6 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 (14)

Current report

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

Current report

Revenues for the three months ended September 30, 2026 increased $58,872 as compared to the prior year period.

Current report

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

Current report

For the three months ended September 30, 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 the three months ended September 30, 2026, the increase in revenues from other live entertainment and sporting events (excluding the Knicks and Rangers) was due to an increase in the number of events at the Company’s venues and higher per-event revenue.

Current report

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

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 the three months ended September 30, 2026, the increase in direct operating expenses from concerts was 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 the three months ended September 30, 2026, the increase in expenses associated with the sharing of economics with the Knicks and the Rangers 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.

Current report

For the three months ended September 30, 2026, the increase in direct operating expenses associated with the presentation of the Christmas Spectacular production was primarily due to higher production related costs.

Current report

For the three months ended September 30, 2026, direct operating expenses associated with food, beverage, and merchandise increased $5,335 to $19,147, as compared to the prior year period, primarily due to the related increase in food and beverage sales at concerts held at the Company’s venues.

Current report

For the three months ended September 30, 2026, operating income was $9,724, compared to an operating loss of $29,739 for the prior year period. The change of $39,463 was primarily due to (i) an increase in revenues, (ii) a decrease in impairment of long-lived assets, and (iii) a decrease in restructuring charges, partially offset by (iv) an increase in direct operating expenses and (v) an increase in selling, general and administrative expenses.
Removed paragraphs (33)

Previous report

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

Previous report

Revenues for the three and nine months ended March 31, 2026 increased $3,795 and $75,866, respectively, as compared to the prior year periods.

Previous report

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

Previous report

The increase in revenues from concerts of $3,732 was primarily due to an increase in the number of concerts at The Garden, partially offset by a decrease in the number of concerts at the Company’s theaters.

Previous report

The increase in revenues from venue-related sponsorship, signage, and suite license fees of $3,106 was due to higher suite license fee revenues (excluding the portion shared with MSG Sports pursuant to the Arena License Agreements) and higher sponsorship and signage revenues.

Previous report

The increase in revenues from the presentation of the Christmas Spectacular production of $1,313 was primarily due to an increase in ticket-related revenue, which reflected higher per-show revenue and one additional performance, both as compared to the prior year period. The increase in per-show revenue was primarily due to higher per-show attendance.

Previous report

For the nine months ended March 31, 2026, the increase in revenues from entertainment offerings of $63,880 was primarily due to (i) higher revenues from the presentation of the Christmas Spectacular production of $20,749, (ii) higher revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $11,700, (iii) higher revenues from other live entertainment and sporting events (excluding the Knicks and Rangers) of $10,866, (iv) higher revenues from concerts of $10,769, and (v) higher revenues from venue-related sponsorship, signage, and suite license fees of $8,723, all as compared to the prior year period.

Previous report

The increase in revenues from the presentation of the Christmas Spectacular production of $20,749 was primarily due to an increase in ticket-related revenue, which reflected fifteen additional shows and higher per-show revenue, both as compared to the prior year period. The increase in per-show revenue was primarily due to higher per-show attendance and higher average ticket yield.

Previous report

The increase in revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $11,700 was primarily due to higher suite license fee revenues (excluding the portion retained by the Company).

Previous report

The increase in revenues from other live entertainment and sporting events (excluding the Knicks and Rangers) of $10,866 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.

Previous report

The increase in revenues from venue-related sponsorship, signage, and suite license fees of $8,723 was due to higher suite license fee revenues (excluding the portion shared with MSG Sports pursuant to the Arena License Agreements) and higher sponsorship and signage revenues.

Previous report

For the three months ended March 31, 2026, the decrease in food, beverage, and merchandise revenues of $727 was primarily due to (i) lower food and beverage sales of $2,788 at Knicks and Rangers games, partially offset by (ii) higher food and beverage sales of $2,354 at concerts at the Company’s venues, all as compared to the prior year period.

Previous report

The decrease in food and beverage sales at Knicks and Rangers games of $2,788 was primarily due to the impact of a combined five fewer Knicks and Rangers games played at The Garden.

Previous report

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

Previous report

For the nine months ended March 31, 2026, the increase in food, beverage, and merchandise revenues of $8,138 was primarily due to (i) higher food and beverage sales at other live entertainment and sporting events (excluding the Knicks and Rangers) of $3,483, (ii) higher food, beverage, and merchandise sales related to the Christmas Spectacular production of $2,874, and (iii) higher food and beverage sales of $1,520 at concerts at the Company’s venues, all as compared to the prior year period.

Previous report

The increase in food and beverage sales at other live entertainment and sporting events (excluding the Knicks and Rangers) of $3,483 was primarily due to an increase in the number of events at The Garden.

Previous report

The increase in food, beverage, and merchandise sales related to the Christmas Spectacular production of $2,874 was due to higher per-show revenues and, to a lesser extent, fifteen additional performances.

Previous report

The increase in food, beverage, and merchandise sales of $1,520 from concerts was primarily due to an increase in the number of concerts at the Company’s venues.

Previous report

For the three months ended March 31, 2026, the decrease in arena license fees and other leasing revenue of $952 was primarily due to lower arena license fees from MSG Sports pursuant to the Arena License Agreements due to fewer Knicks and Rangers games played at The Garden as compared to the prior year period, partially offset by an increase in other leasing revenue.

Previous report

For the three and nine months ended March 31, 2026, the Knicks and Rangers played a combined 38 and 79 pre/regular season games at The Garden, respectively, as compared to 43 and 80 combined pre/regular season games, respectively, in the prior year periods.

Previous report

For the three months ended March 31, 2026, the increase in direct operating expenses associated with entertainment offerings, arena license fees, and other leasing of $10,345 primarily reflects (i) higher direct operating expenses subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $5,035, primarily due to expenses incurred as a result of the increase in suite license fee revenues, (ii) higher direct operating expenses from concerts of $2,603, 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, (iii) an increase in venue operating costs of $2,397, primarily due to higher employee compensation and benefits, as well as higher repairs and maintenance expenses, and (iv) higher costs from venue-related sponsorship, signage, and suite license fees of $808, primarily due to expenses incurred as a result of the increase in sponsorship and signage revenues and suite license fee revenues, partially offset by (v) lower direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) of $2,001, due to a decrease in the number of events at the Company’s venues, partially offset by higher per-event expenses, all as compared to the prior year period.

Previous report

For the nine months ended March 31, 2026, the increase in direct operating expenses associated with entertainment offerings, arena license fees, and other leasing of $24,205 primarily reflects (i) higher direct operating expenses subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $10,588, primarily due to expenses incurred as a result of the increase in suite license revenues, (ii) higher direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) of $5,863, primarily due to higher-per event expenses and an increase in the number of events at The Garden, partially offset by a decrease in the number of events at the Company’s theaters, (iii) higher direct operating expenses related to the Christmas Spectacular production of $4,759, primarily due to fifteen additional shows, and (iv) higher costs from venue-related sponsorship, signage, and suite license fees of $1,909, primarily due to expenses incurred as a result of the increase in suite license revenues, all as compared to the prior year period.

Previous report

For the three months ended March 31, 2026, the decrease in food, beverage, and merchandise direct operating expenses of $2,422 primarily reflects lower food, beverage and merchandise costs related to Knicks and Rangers games at The Garden, partially offset by higher food and beverage costs related to concerts, all as compared to the prior year period.

Previous report

For the nine months ended March 31, 2026, the increase in food, beverage, and merchandise direct operating expenses of $3,961 primarily reflects higher food, beverage, and merchandise costs related to other live entertainment and sporting events (excluding the Knicks and Rangers), the Christmas Spectacular production, and concerts, all as compared to the prior year period.

Previous report

For the three months ended March 31, 2026, the increase of $8,843 was primarily due to (i) an increase in employee compensation and benefits, (ii) higher rent expense, and (iii) other cost increases.

Previous report

For the nine months ended March 31, 2026, the increase of $30,852 was primarily due to (i) an increase in employee compensation and benefits, including $3,970 in executive management transition costs in the current year period as compared to $4,562 of executive management transition costs in the prior year period, (ii) higher rent expense, and (iii) other cost increases.

Previous report

For the three and nine months ended March 31, 2026, restructuring charges increased $8,539 and $10,925, respectively, as compared to the prior year periods, which primarily reflects termination benefits provided as part of a voluntary exit program the Company implemented duringthe three months ended March 31, 2026.

Previous report

For the three and nine months ended March 31, 2026, operating income decreased by $11,226 and increased by $2,331, respectively, as compared to the prior year periods. The decrease in operating income for the three months ended March 31, 2026 was primarily due to an increase in selling, general and administrative expenses, restructuring charges, and direct operating expenses, partially offset by a decrease in impairment of long-lived assets, and an increase in revenues. The increase in operating income for the nine months ended March 31, 2026 was primarily due to an increase in revenues, partially offset by an increase in selling, general and administrative expenses, direct operating expenses, restructuring charges, and impairment of long-lived assets.

Previous report

For the three and nine months ended March 31, 2026, other expense, net decreased $249 and $1,218, respectively, as compared to the prior year periods. The decrease in other expense, net for the three months ended March 31, 2026 was primarily due to lower net periodic benefit costs associated with the Company’s funded and unfunded and qualified and non-qualified defined benefit plans. The decrease in other expense, net for the nine months ended March 31, 2026 was primarily due to (i) lower net periodic benefit costs associated with the Company’s defined benefit plans, and (ii) an increase in unrealized gains associated with the Company’s Executive Deferred Compensation Plan.
Reworded paragraphs (37)

Previous wording

•competition, for example, from other venues and sports and entertainment options, including new competing venues;

Current wording

•competition, for example, from other venues and sports and entertainment options, including of new competing venues;

Previous wording

•the performance by Madison Square Garden Sports Corp. (together with its subsidiaries, as applicable, “MSG Sports”) of its obligations under various agreements with the Company and ongoing commercial arrangements, including the Arena License Agreements;

Current wording

•the performance by MSG Knickerbockers Corp. (together with its subsidiaries, as applicable, “MSG Knicks”) and MSG Rangers Corp. (together with its subsidiaries, as applicable, “MSG Rangers”) of their obligations under various agreements with the Company and ongoing commercial arrangements, including the Arena License Agreements;

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

Current wording

This MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s unaudited condensed consolidated financial statements and accompanying notes thereto included in this Quarterly Report on Form 10-Q, as well as the 2026 Form 10-K, to help provide an understanding of our financial condition, changes in financial condition and results of operations.

Previous wording

Results of Operations. This section provides an analysis of our unaudited results of operations for the three and nine months ended March 31, 2026 and 2025.

Current wording

Results of Operations. This section provides an analysis of our unaudited results of operations for the three months ended September 30, 2026 and 2025.

Previous wording

Liquidity and Capital Resources. This section provides a discussion of our financial condition and liquidity, an analysis of our cash flows for the nine months ended March 31, 2026 and 2025, as well as certain contractual obligations.

Current wording

Liquidity and Capital Resources. This section provides a discussion of our financial condition and liquidity, an analysis of our cash flows for the three months ended September 30, 2026 and 2025, as well as certain contractual obligations.

Previous wording

Recently Issued Accounting Pronouncements and Critical Accounting Estimates. This section discusses accounting pronouncements that have been adopted by the Company and recently issued accounting pronouncements not yet adopted by the Company. This section should be read together with our critical accounting estimates, which are discussed in the 2025 Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recently Issued Accounting Pronouncements and Critical Accounting Estimates — Critical Accounting Estimates” and in the notes to the Audited Consolidated and Combined Annual Financial Statements of the Company included therein.

Current wording

Recently Issued Accounting Pronouncements and Critical Accounting Estimates. This section discusses accounting pronouncements that have been adopted by the Company and recently issued accounting pronouncements not yet adopted by the Company. This section should be read together with our critical accounting estimates, which are discussed in the 2026 Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recently Issued Accounting Pronouncements and Critical Accounting Estimates — Critical Accounting Estimates” and in the notes to the Audited Consolidated Annual Financial Statements of the Company included therein.

Previous 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.

Current wording

We operate and report financial information in one reportable segment. 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. The Company also owns and produces the original production, the Christmas Spectacular. In addition, the Company 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

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

Our operating results are largely dependent on our ability to attract concerts and other events to our venues, revenues under various agreements entered into with MSG Sports, and the continuing popularity of the Christmas Spectacular. Certain of these factors in turn depend on the popularity and/or performance of the sports teams whose games we host at The Garden.

Current wording

Our operating results are largely dependent on our ability to attract concerts and other events to our venues, revenues under various agreements entered into with MSG Knicks and MSG Rangers, and the continuing popularity of the Christmas Spectacular. Certain of these factors in turn depend on the popularity and/or performance of the sports teams whose games we host at The Garden.

Previous wording

Comparison of the three and nine months ended March 31, 2026 versus the three and nine months ended March 31, 2025.

Current wording

Comparison of the three months ended September 30, 2026 versus the three months ended September 30, 2025.

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) $20,185 and $41,249 collected in cash for the three and nine months ended March 31, 2026, respectively, and $21,747 and $40,048 collected in cash for the three and nine months ended March 31, 2025, respectively, and (ii) a non-cash portion of $10,093 and $20,631 for the three and nine months ended March 31, 2026, respectively, and $11,848 and $21,832 for the three and nine months ended March 31, 2025, 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) $906 and $879 collected in cash for the three months ended September 30, 2026 and 2025, respectively, and (ii) a non-cash portion of $418 and $445 for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

(b) Venue operations and infrastructure costs are not specifically allocated to each revenue stream, but are instead attributed in their entirety to service revenue which is the Company’s principal revenue stream. Leasing direct operating expenses materially consist of venue operations and infrastructure costs. As a result, the Company combines service and leasing direct operating expenses as “Entertainment offerings, arena license fees, and other leasing direct operating expenses” for presentation purposes.

Current wording

(b) Venue operations and infrastructure costs are not specifically allocated to each revenue stream, but are instead attributed in their entirety to service revenue which is the Company’s principal revenue stream. Leasing direct operating expenses primarily consist of venue operations and infrastructure costs. As a result, the Company combines service and leasing direct operating expenses as “Entertainment offerings, arena license fees, and other leasing direct operating expenses” for presentation purposes.

Previous wording

The increase in revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $5,431 was primarily due to higher suite license fee revenues (excluding the portion retained by the Company).

Current wording

For the three months ended September 30, 2026, the increase in revenues subject to the sharing of economics with the Knicks and the Rangers pursuant to the Arena License Agreements was primarily due to higher suite license revenues (excluding the portion retained by the Company).

Previous wording

The increase in revenues from concerts of $10,769 was primarily due to higher per-concert revenue and an increase in the number of concerts at The Garden.

Current wording

For the three months ended September 30, 2026, the increase in food and beverage sales from concerts was due to higher per-concert revenue and 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.

Previous wording

For the nine months ended March 31, 2026, the increase in arena license fees and other leasing revenue of $3,848 was primarily due to an increase in other leasing revenue.

Current wording

For the three months ended September 30, 2026, the increase in arena license fees and other leasing revenue of $2,475 was due to increases in other leasing revenue.

Previous wording

Direct operating expenses for the three and nine months ended March 31, 2026 increased $7,923 and $28,166, respectively, as compared to the prior year periods.

Current wording

Direct operating expenses for the three months ended September 30, 2026 increased $24,385 as compared to the prior year period.

Previous wording

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

Current wording

For the three months ended September 30, 2026, the increase in direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) was due to an increase in the number of events at the Company’s venues, partially offset by lower per-event expenses.

Previous wording

For the three and nine months ended March 31, 2026, selling, general, and administrative expenses increased $8,843 and $30,852, respectively, as compared to the prior year periods.

Current wording

For the three months ended September 30, 2026, selling, general, and administrative expenses increased $10,277 as compared to the prior year period, primarily due to an increase in employee compensation and benefits and other cost increases.

Previous wording

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

Current wording

For the three months ended September 30, 2026, the Company did not record an impairment of long-lived assets, as compared to $13,782 recorded in the prior year period due to impairment losses recognized on the Company’s right-of-use lease assets in its New York corporate office.

Previous wording

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

Current wording

For the three months ended September 30, 2026, interest income increased $1,911 as compared to the prior year period, primarily due to higher average balances in the Company’s cash, cash equivalents and restricted cash.

Previous wording

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

Current wording

For the three months ended September 30, 2026, interest expense decreased $1,892 as compared to the prior year period, primarily due to lower average borrowings under the National Properties Facilities (as defined below under Liquidity and Capital Resources).

Previous wording

See Note 12. Additional Financial Information to the condensed consolidated financial statements included in “— Item 1. Financial Statements” of this Quarterly Report on Form 10-Q for discussions of the Company’s income tax expense.

Current wording

See Note 12. Additional Financial Information to the condensed consolidated financial statements included in “— Item 1. Financial Statements” of this Quarterly Report on Form 10-Q for discussions of the Company’s income taxes.

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, 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 in operating income (loss) 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 in operating income (loss).

Previous wording

AOI should be viewed as a supplement to and not a substitute for operating income, net income, cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since AOI is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. The Company has presented the components that reconcile operating income, the most directly comparable GAAP financial measure, to AOI.

Current wording

AOI should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since AOI is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. The Company has presented the components that reconcile operating income (loss), the most directly comparable GAAP financial measure, to AOI.

Previous wording

The following is a reconciliation of operating income to adjusted operating income for the three and nine months ended March 31, 2026 as compared to the prior year periods:

Current wording

The following is a reconciliation of operating income (loss) to adjusted operating income for the three months ended September 30, 2026 as compared to the prior year period:

Previous wording

Our primary sources of liquidity are cash and cash equivalents, cash flows from the operations of our businessesand available borrowing capacity under the National Properties Revolving Credit Facility (as defined below). Our principal uses of cash include working capital-related items (including funding our operations), capital spending, debt service, investments and related loans and advances that we may fund from time to time. We may also use cash to continue to repurchase shares of our Class A Common Stock pursuant to the share repurchase program authorized by our Board of Directors on March 29, 2023, of which there was $44,796 remaining as of March 31, 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.

Current wording

Our primary sources of liquidity are cash and cash equivalents, cash flows from the operations of our businessesand 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 and advances that we may fund from time to time. We may also use cash to continue to repurchase shares of our Class A common stock pursuant to the share repurchase program authorized by our Board of Directors on March 29, 2023, of which there was $19,796 remaining as of September 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 March 31, 2026, the Company’s unrestricted cash and cash equivalents balance was $323,094. The principal balance of the Company’s total debt outstanding as of March 31, 2026 was $586,524 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.

Current wording

We regularly monitor and assess our ability to meet our net funding and investing requirements. As of September 30, 2026, the Company’s unrestricted cash and cash equivalents balance was $193,653. The principal balance of the Company’s total debt outstanding as of September 30, 2026 was $571,289 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.

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 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 March 31, 2026 was 5.67%.

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 September 30, 2026 was 5.90%.

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 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.

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

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

Current wording

Covenants. The National Properties Credit Agreement includes financial covenants requiring MSG National Properties and its restricted subsidiaries to maintain a specified minimum debt service coverage ratio and specified maximum total leverage ratio. The debt service coverage ratio covenant is set at a ratio of 2.50:1. The leverage ratio covenant is tested based on the ratio of MSG National Properties and its restricted subsidiaries’ consolidated total indebtedness to adjusted operating income, each as defined in the National Properties Credit Agreement, with a maximum ratio of 3.50:1. As of September 30, 2026, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Credit Agreement.

Previous wording

Guarantors and Collateral. All obligations under the National Properties Facilities are guaranteed by MSG Entertainment Holdings and MSG National Properties’ existing and future direct and indirect domestic subsidiaries, other than the subsidiaries that own The Garden and certain other excluded subsidiaries (the “Subsidiary Guarantors”). 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

Guarantors and Collateral. All obligations under the National Properties Facilities are guaranteed by MSG Entertainment Holdings and MSG National Properties’ existing and future direct and indirect domestic subsidiaries, other than the subsidiaries that own The Garden and certain other excluded subsidiaries (the “Subsidiary Guarantors”). 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

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

Current wording

As of September 30, 2026, cash, cash equivalents and restricted cash totaled $194,212, as compared to $294,158 as of June 30, 2026. The following table summarizes the Company’s cash flow activities for the three months ended September 30, 2026 and 2025:

Previous wording

Net cash provided by operating activities for the nine months ended March 31, 2026 increased by $225,745 as compared to the prior year period, primarily due to an increase in cash flows from changes in working capital of $230,330, partially offset by lower net income adjusted for non-cash items of $4,585. The increase in cash flows from changes in working capital was mainly driven by (i) net cash inflows for accrued and other current and non-current liabilities, primarily due to lower payments to promoters due to the timing of event settlements in the current year period, compared to net cash outflows primarily as a result of employee-related costs and associated payroll taxes, and higher payments to promoters driven by the timing of event settlements in the prior year period, (ii) a larger increase in deferred revenue, due to net cash inflows from ticket sales for future events, and the timing of billings and recognition of sponsorship and signage revenues and (iii) smaller net cash outflows from accounts payable, primarily due to the timing of event settlements. These increases were partially offset by smaller net cash inflows from accounts receivable, due to the timing of cash collections related to sponsorship and signage, and suite licenses, in each case as compared to the prior year period.

Current wording

Net cash used in operating activities for the three months ended September 30, 2026 was $26,200 in the current year period, as compared to net cash provided by operating activities of $19,808 in the prior year period, primarily due to an increase in cash outflows from changes in working capital of $78,306, partially offset by higher net income adjusted for non-cash items of $32,298. The increase in cash outflows from changes in working capital was mainly driven by (i) higher net cash outflows for accrued and other current and non-current liabilities, primarily due to an increase in payments to promoters, and (ii) a smaller increase in deferred revenue, due to the timing of billings and the recognition of event and sponsorship and signage revenues, partially offset by (iii) an increase in accounts payable, primarily due to the timing of event settlements, all as compared to the prior year period.

Previous wording

Net cash used in investing activities for the nine months ended March 31, 2026 increased by $6,076 to $25,455 as compared to the prior year period due to an increase in capital expenditures.

Current wording

Net cash used in investing activities for the three months ended September 30, 2026 increased by $6,354 to $13,152 as compared to the prior year period due to an increase in capital expenditures.

Previous wording

Net cash used in financing activities for the nine months ended March 31, 2026 decreased by $4,527 to $62,483 as compared to the prior year period primarily due to (i) a decrease in stock repurchases, and (ii) lower principal repayments under the National Properties Facilities, partially offset by (iii) a decrease in proceeds received from borrowings under the National Properties Revolving Credit Facility.

Current wording

Net cash used in financing activities for the three months ended September 30, 2026 increased by $34,517 to $60,594 as compared to the prior year period primarily due to (i) the absence of proceeds from the National Properties Revolving Credit Facilities in the current year period, and (ii) an increase in taxes paid in lieu of shares issued for equity-based compensation, offset by (iii) lower principal repayments under the National Properties Facilities.

Previous wording

The revenues the Company earns from the Christmas Spectacular and arena license fees from MSG Sports in connection with the Knicks’ and Rangers’ use of The Garden generally means the Company earns a disproportionate share of its revenues and operating income in the second and third quarters of the Company’s fiscal year, with the first and fourth fiscal quarters being disproportionately lower.

Current wording

The revenues the Company earns from the Christmas Spectacular and arena license fees from the Knicks and the Rangers in connection with their use of The Garden generally mean the Company earns a disproportionate share of its revenues and operating income in the second and third quarters of the Company’s fiscal year, with the first and fourth fiscal quarters being disproportionately lower.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

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.