What changed in this filing

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Item 1A. Risk Factors

2026-08-13 compared with 2025-08-12 · 203 added, 106 removed, 320 unchanged (49% of the section changed)

Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business, operations and financial results.

For a more complete discussion of the material risks facing our business, please see below.

Sports Business Risks

• Competition with other sports franchises, leisure-time activities, and other entertainment options may adversely affect our business and results of operations.

• Our business may be adversely affected if the popularity and competitive success of the Knicks and Rangers decline.

• Our decisions concerning player and coach selection or salaries may have a negative impact on our business and results of operations.

• The actions of the NBA and NHL may have a material negative effect on our business and results of operations.

• Injuries and illnesses suffered by our players may adversely affect the success of the business.

Economic and Business Relationship Risks

• Decreases in local media rights revenue, including as a result of the financial condition of MSG Networks, may adversely affect our business and results of operations.

• Our business may be negatively affected by economic conditions.

• The indebtedness of certain subsidiaries could have a negative effect on our business.

• We may require additional financing to fund our ongoing operations, the availability of which is highly uncertain.

• We have in the past incurred substantial net losses, operating losses, adjusted operating losses and negative cash flow, and there can be no assurance that we will not do so again in the future.

• We do not own The Garden.

• A change to or withdrawal of a New York City real estate tax exemption could adversely affect our business and results of operations.

• Labor matters may have a material negative effect on our business and results of operations.

• The Company relies on the performance of our affiliated entities, which cannot be assured.

• Our business is subject to seasonal fluctuations, and our operating results vary substantially from period to period.

• The Company may pursue acquisitions that may not be successful.

Operational Risks

• Our operations and operating results may be negatively affected by a public health emergency, terrorist activity or government regulation.

• We may face substantial penalties if we fail to comply with data privacy, data protection and data security regulations and laws.

• Cybersecurity and other technology-related risks could disrupt our business, damage our brands and reputation, create legal exposure and result in financial losses.

• The interruption or unavailability of third-party facilities, systems or software may adversely affect our business, financial condition and results of operations.

• Any disruption of or interference with our use of cloud computing services could impact our operations and adversely affect our business.

• Our business may be negatively affected by intellectual property claims.

• Weather or other conditions may impact our games and adversely affect our business and results of operations.

• Personal injuries, accidents or adverse outcomes or negative publicity in litigation could adversely affect our business and results of operations.

Corporate Governance Risks

• The Dolan Family has the ability to prevent or cause a change in control or to approve, prevent or influence certain actions by the Company.

• We are a “controlled company” and have elected not to comply with certain corporate governance rules of the NYSE.

• Future stock sales could negatively affect the trading price of our Class A Common Stock.

• Transfers and ownership of our common stock are subject to certain restrictions.

• We share certain directors, officers and employees with other companies, which may result in conflicts.

• Our overlapping directors and executive officers may result in the diversion of corporate opportunities to other companies, and provisions in our articles of incorporation may provide us no remedy in that circumstance.

Risks Relating to the Impact of the Potential Rangers Distribution

• We may not complete the Rangers Distribution on the expected terms or at all, and our pursuit of the transaction could create costs and uncertainty.

• The Rangers Distribution could result in significant tax liability.

• We may have a significant indemnity obligation to Spinco if the Rangers Distribution is treated as a taxable transaction.

• The tax rules applicable to the Rangers Distribution, if consummated, may restrict us from engaging in certain corporate transactions or from raising equity capital beyond certain thresholds for a period of time after the Rangers Distribution.

• We may not enjoy all the benefits of scale that we achieved prior to the Rangers Distribution, if consummated.

• If the Rangers Distribution is consummated, the combined value of Company and Spinco shares may not equal or exceed the pre-distribution value of Company shares.

• If the Rangers Distribution is consummated, we will rely on Spinco’s performance under various agreements.

Sports Business Risks

Our Business Faces Intense and Wide-Ranging Competition, Which May Have a Material Negative Effect on Our Business and Results of Operations.

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The Knicks and Rangers and other sports franchises compete for attendance, viewership and/or advertising, in varying respects and degrees, with other live sporting events, and with sporting events delivered over television networks, radio, the Internet and online services, streaming devices and applications, and other alternative sources, as well as with other leisure-time activities and entertainment options in the New York City metropolitan area, such as television, motion pictures, concerts, music festivals and other live performances, restaurants and nightlife venues, the Internet, social media and social networking platforms and online and mobile services, including sites for online content distribution, video on demand and other alternative sources of entertainment.

During some or all of the basketball and hockey seasons, our sports teams face competition from professional baseball (including the Yankees and the Mets), professional football (including the Giants and the Jets), professional soccer (including the New York Red Bulls, the New York City Football Club and the NJ/NY Gotham FC), professional women’s basketball (including the New York Liberty), collegiate sporting events, such as the Big East basketball tournament, other sporting events, including those held at The Garden, and each other.

During some or all of the basketball and hockey seasons, our sports teams face competition from professional baseball (including the Yankees and the Mets), professional football (including the Giants and the Jets), professional soccer (including the New York Red Bulls, the New York City Football Club and the NJ/NY Gotham FC), professional women’s hockey (including the New York Sirens), professional women’s basketball (including the New York Liberty), collegiate sporting events, such as the Big East basketball tournament, other sporting events, including those held at The Garden, and each other.

For fans who prefer the unique experience of NHL hockey, we must compete with two other NHL hockey teams located in the New York City metropolitan area (the Islanders and the Devils) as well as with other NHL hockey teams and the NHL itself.

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There can be no assurance that we will be able to retain players upon expiration of their contracts or draft, sign and develop talented players to replace those who leave for other teams, retire or are injured, traded or released.

Our Business Is Substantially Dependent on the Continued Popularity and/or Competitive Success of the Knicks and the Rangers, Which Cannot Be Assured.

Our financial results have historically been substantially dependent on, and are expected to continue to substantially depend in large part on, the Knicks and the Rangers remaining popular with our fan bases and, in varying degrees, on the teams achieving on-court and on-ice success, which can generate fan enthusiasm, resulting in sustained ticket, premium seating, suite, sponsorship, food and beverage and merchandise sales during the season.

Our Business Is Substantially Dependent on the Continued Popularity and/or Competitive Success of the Knicks and the Rangers, Including the Significant Additional Revenue Generated by Advancing in the Playoffs, Which Cannot Be Assured.

Our financial results are substantially dependent on, and are expected to continue to substantially depend in large part on, the Knicks and the Rangers remaining popular with our fan bases and, in varying degrees, on the teams achieving on-court and on-ice success, which have a direct effect on ticket sales for the teams’ home games, a large source of revenue for our sports teams.

In addition, the popularity of our sports teams can generate fan enthusiasm, resulting in sustained premium seating, suite, sponsorship, food and beverage and merchandise sales during the season.

In addition, the popularity of our sports teams impacts television ratings, which could affect the long-term value of the media rights for the Knicks and/or the Rangers.

Furthermore, success in the regular season may qualify one or both of our sports teams for participation in post-season playoffs, which provides us with additional revenue by increasing the number of games played by our sports teams and, more importantly, by generating increased excitement and interest in our sports teams, which can help drive a number of our revenue streams, including by improving attendance and sponsorships, in subsequent seasons.

Furthermore, success in the regular season may qualify one or both of our sports teams for participation in post-season playoffs, which provides us with a significant source of additional revenue, operating income and adjusted operating income.

The increased revenue is generated by the additional number of home games played by our sports teams and, importantly, the increased excitement and interest in our sports teams can help drive a number of our revenue streams, including by improving attendance and sponsorships, in subsequent seasons.

The Knicks last qualified for the post-season during the 2025-26 NBA season and the Rangers last qualified for the post-season during the 2023-24 NHL season.

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The competitive positions of our sports teams depend primarily on our ability to develop, obtain and retain talented players, coaches and team executives, for whom we compete with other professional sports teams.

Our efforts in this regard may include, among other things, trading for highly compensated players, signing draft picks, free agents or current players to new contracts, engaging in salary arbitration or contract renegotiation with existing players, terminating and waiving players and replacing coaches and team executives.

Our efforts in this regard may include, among other things, trading for highly compensated players, signing draft picks, free agents or current players to new contracts, engaging in salary arbitration or contract negotiation with existing players, terminating and waiving players and replacing coaches and team executives.

Any of these actions could increase expenses (including incurring NBA luxury tax) for a particular period, subject to any salary cap restrictions contained in the respective leagues’ CBAs.

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The NBA and NHL have each entered into agreements regarding the national and international telecasts of NBA and NHL games.

For example, during the fiscal year ended June 30, 2025, the NBA entered into new national media rights agreements that increased the number of games available for national distribution.

For example, during fiscal year 2025, the NBA entered into new national media rights agreements that increased the number of games available for national distribution.

As a result, during the 2025-26 season, 34 Knicks games were broadcast nationally, inclusive of games also broadcast by MSG Networks, as compared to 25 games during the 2024-25 season.

We receive a share of the income the NBA and the NHL generate from these contracts, which expire at various times.

There can be no assurance that the NBA or the NHL will be able to renew or replace these contracts following their expiration on terms as favorable to us as those in the current agreements or that we will continue to receive the same level of revenues in the future.

Even though we agreed to substantially reduce the amount of media rights fees we receive from MSG Networks for the right to telecast games of the Knicks and the Rangers, we still receive significant revenues from MSG Networks for media rights.

to impact the availability of games covered by our local media rights and negatively affect the rights fees we receive from MSG Networks, which could negatively affect our business and results of operations.

For example, under the new NBA media rights agreements, when the NBA allocates additional Knicks games to the national broadcasters, our revenues under the local media rights agreements with MSG Networks would likely be reduced.

Even though we previously agreed to substantially reduce the amount of media rights fees we receive from MSG Networks for the right to telecast games of the Knicks and the Rangers during fiscal year 2025, we still receive significant revenues from MSG Networks for media rights.

Changes to league rules, regulations and/or agreements, including changes to league schedules and national and international media rights, have in the past impacted and in the future will likely continue to impact the availability of games covered by our local media rights and negatively affect the rights fees we receive from MSG Networks, which could negatively affect our business and results of operations.

For example, during the 2025-26 season, our revenues under the local telecast rights agreements with MSG Networks were reduced by $13.2 million as a result of the decrease in the number of games exclusively available to MSG Networks, compared to a reduction of $5.2 million in the 2024-25 season.

• The NBA and NHL impose rules that define, under certain circumstances, the territories in which our sports teams operate, including the markets in which our games may be telecast.

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• The NBA imposes a luxury tax and escrow system with respect to player salaries and a revenue sharing plan, and the NHL imposes an escrow system with respect to player salaries and a revenue sharing plan.

For fiscal year 2025, the Knicks and the Rangers recorded approximately $81.7 million in estimated revenue sharing expenses, net of escrow.

For fiscal year 2026, the Knicks and the Rangers recorded approximately $109.6 million in estimated revenue sharing expenses, net of escrow, and $44.4 million in luxury tax expense.

The actual amounts for the 2025-26 season may vary significantly from the estimate based on actual operating results for the respective leagues and all teams for the season and other factors.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Capital Resources — Financing Agreements and Stock Repurchases” and Note 14 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

In certain instances, these restrictions could impair our ability to proceed with a transaction that is in the best interest of the Company and its stockholders if we were unable to obtain any required league approvals in a timely manner or at all.

In certain instances, these

restrictions could impair our ability to proceed with a transaction that is in the best interest of the Company and its stockholders if we were unable to obtain any required league approvals in a timely manner or at all.

• The possibility of further NBA and/or NHL expansion could create increased competition for the Knicks and the Rangers, respectively.

The most recent NHL expansion occurred in 2021 with the addition of the Seattle Kraken (following the addition of the Vegas Golden Knights in 2017) and the most recent NBA expansion occurred in 2004 with the addition of the Charlotte Bobcats (now Charlotte Hornets).

The most recent NHL expansion occurred in 2021 with the addition of the Seattle Kraken (following the addition of the Vegas Golden Knights in 2017).

The most recent NBA expansion occurred in 2004 with the addition of the Charlotte Bobcats (now Charlotte Hornets), and in March 2026, the NBA Board of Governors authorized the league to formally explore potential expansion franchises in Las Vegas and Seattle.

Because revenue from national media rights agreements is divided equally among all NBA and NHL teams, any further expansion would dilute the revenue realized by the Knicks and/or the Rangers from such agreements.

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To the degree that our financial results are dependent on our sports teams’ popularity and/or on-court and on-ice success, the likelihood of achieving such popularity or competitive success may be substantially impacted by serious and/or untimely injuries to, or illness of, our players.

Even if we take health and safety precautions and comply with government protocols, our players may nevertheless contract serious illnesses or suffer serious injuries, and, as a result, our ability to participate in games may be substantially impacted.

Nearly all of our Knicks and Rangers players, including those with multi-year contracts, have partially or fully guaranteed contracts, meaning that in some cases (subject to the terms of the applicable player contract and CBA), a player or his estate may be entitled to receive his salary even if the player dies or is unable to play as a result of injury.

Even if we take health and safety precautions, our players may nevertheless contract serious illnesses or suffer serious injuries, and, as a result, our ability to participate in games may be substantially impacted.

These salaries represent significant financial commitments for our sports teams.

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Decreases in Local Media Rights Revenue Have Had an Adverse Effect on our Business and Results of Operations, and the Effect of Future Reductions, Including from a Bankruptcy of MSG Networks, Could be Material.

Local media rights represent a significant revenue stream for the Company.

In fiscal year 2026, we recorded $125.7 million of local media rights revenues, which represented 11% of our total revenues in fiscal year 2026, compared to $157.4 million in fiscal year 2025, which represented 15% of our total revenues.

Business conditions impacting our broadcasting partner, MSG Networks, including the work-out of MSG Networks (as discussed below) and/or actions by the NBA or NHL or their national broadcast partners, have in the past adversely affected and could in the future materially adversely affect the revenue that can be derived from these media rights.

In October 2015, the Knicks and the Rangers entered into 20-year local media rights agreements with MSG Networks, a regional sports network and wholly-owned subsidiary of Sphere Entertainment.

These agreements provide MSG Networks with exclusive local linear and digital rights to home and away games of the Knicks and the Rangers, as well as other team-related programming.

In October 2015, the Knicks and the Rangers entered into 20-year local telecast rights agreements with MSG Networks, a regional sports network and wholly-owned subsidiary of Sphere Entertainment to provide MSG Networks with exclusive local linear and digital rights to home and away games of the Knicks and the Rangers, as well as other team-related programming.

In recent years, regional sports networks, including MSG Networks, have experienced significant financial difficulties.

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After a series of forbearances from its lenders, on June 27, 2025, MSG Networks restructured its indebtedness, with MSG Networks’ lenders writing off approximately $510 million of indebtedness.

As part of MSG Networks’ debt restructuring process, the media rights agreements between subsidiaries of MSG Networks, on the one hand, and the Knicks and the Rangers, on the other hand, were amended to effect fee reductions of 28% for the Knicks and 18% for the Rangers, both effective as of January 1, 2025, with no annual rights fee escalators.

In addition, the term of the media rights agreements was reduced to end after the 2028-29 seasons, subject to a right of first refusal in favor of MSG Networks.

As a result of the amendments, media rights fees for the Knicks and the Rangers were approximately $17.9 million lower for the fiscal year ended June 30, 2025 compared to the prior fiscal year.

Local media rights revenues for the Knicks and the Rangers totaled $157.4 million in the fiscal year ended June 30, 2025, compared to $175.3 million in the fiscal year ended June 30, 2024.

Stated annual local media rights fees, subject to reduction in certain circumstances, including if the Company does not make available a minimum number of games in the year, after consideration of the media rights amendments are approximately $139.2 million for the year ending June 30, 2026 as compared to $162.9 million in stated annual local media rights fees for the year ended June 30, 2025.

As part of MSG Networks’ debt restructuring process, the local telecast rights agreements between subsidiaries of MSG Networks, on the one hand, and the Knicks and the Rangers, on the other hand, were amended to effect fee reductions of 28% for the Knicks and 18% for the Rangers, both effective as of January 1, 2025, with no annual rights fee escalators.

In addition, the term of the local telecast rights agreements was reduced to end after the 2028-29 seasons.

In connection with the expiration of each of the rights agreements, MSG Networks has the right to make a firm offer for an additional term of not less than three seasons and the right to match a third party offer that provides for rights fees that are not at least 110% of the rights fees for the first three years of the term specified in the firm offer.

As a result of the amendments and other terms of the local telecast rights agreements, media rights fees for the Knicks and the Rangers were approximately $17.9 million lower for fiscal year 2025, compared to the prior fiscal year, and approximately $31.6 million lower for fiscal year 2026, compared to fiscal year 2025.

See “ Part II — Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Matters Affecting Comparability — Amendments to Media Rights Agreements ” for more information regarding the amendments to the local media rights agreements.

Although MSG Networks completed the workout of its indebtedness on June 27, 2025, MSG Networks could in the future default on its obligations under the media rights agreements or seek bankruptcy protection, including as a result of loss carriage of its programming by its distributors through non-renewal of affiliation agreements, loss of subscribers or transition of MSG Networks to a more limited tier of service.

If MSG Networks were to default on its media rights agreements with us or discharge its media rights agreements with us as part of a bankruptcy proceeding or otherwise, we would lose a significant recurring revenue stream, and would also lose the exposure provided by the MSG Networks broadcasting related to the Knicks and the Rangers, any of which could have a material negative effect on our business and results of operations.

Although MSG Networks completed the workout of its indebtedness on June 27, 2025, MSG Networks could in the future default on its obligations under the local telecast rights agreements or seek bankruptcy protection, including as a result of loss of carriage of its programming by its distributors through non-renewal of affiliation agreements, loss of subscribers or transition of MSG Networks to a more limited tier of service.

If MSG Networks were to default on its local telecast rights agreements with us or discharge its local telecast rights agreements with us as part of a bankruptcy proceeding or otherwise, or if we do not renew the agreements upon their expiration, we would lose a significant recurring revenue stream, and would also lose the exposure provided by the MSG Networks broadcasting related to the Knicks and the Rangers, any of which could have a material negative effect on our business and results of operations.

Although we would pursue alternative sources of distribution for home and away games of the Knicks and the Rangers, as well as other team-related programming, there can be no assurances as to the timing or success of such alternative sources of distribution, all of which would be subject to the approval of the applicable league.

Financial difficulties by MSG Networks also may have negative implications under our credit facilities.

For example, if MSG Networks were to experience a bankruptcy or insolvency event (as set forth in each of the Knicks Credit Agreement and Rangers Credit Agreement), we would be prevented, absent a cure or waiver, from making borrowings under our revolving credit facilities.

Further, the Rangers Credit Agreement (as defined herein), which had no borrowings outstanding as of June 30, 2025, includes an event of default upon a bankruptcy or insolvency event with respect to a material media rights counterparty, including MSG Networks.

See “— Economic and Business Relationship Risks — Certain of Our Subsidiaries Have Incurred Substantial Indebtedness, and the Occurrence of an Event of Default Under Our Subsidiaries’ Credit Facilities or Our Inability to Repay Such Indebtedness When Due Could Substantially Impair the Assets of Those Subsidiaries and Have a Negative Effect on Our Business.

Our Business Has Been Adversely Impacted and May, in the Future, Be Materially Adversely Impacted by an Economic Downturn, Recession, Financial Instability or Inflation.

Our business depends upon the ability and willingness of consumers and businesses to purchase tickets (including season tickets) to our games, license suites at The Garden, spend on food and beverages and merchandise and drive continued advertising and sponsorship revenues, and these revenues are sensitive to general economic conditions and consumer buying patterns.

Consumer and corporate spending has in the past declined and may in the future decline at any time for reasons beyond our control.

Consumer and corporate spending have in the past declined and may in the future decline at any time for reasons beyond our control.

The risks associated with our businesses may become more acute in periods of a slowing economy or recession, which may lead to reductions in, among other things, corporate sponsorship and advertising and decreases in attendance at live sports events, demand for suite licenses and food and beverage and merchandise sales, some of which we have experienced in the past and may experience in the future.

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As a result, instability and weakness of the U.S.

and global economies, disruptions to financial markets, inflation, recession, high unemployment, reduced tourism and other geopolitical events, including another outbreak similar to the COVID-19 pandemic, and the resulting negative effects on consumers’ and businesses’ discretionary spending have in the past materially negatively affected, and may in the future materially negatively affect, our business and results of operations.

and global economies, disruptions to financial markets, inflation, recession, high unemployment, the imposition of tariffs, reduced tourism and other geopolitical events, including another outbreak similar to the COVID-19 pandemic, and the resulting negative effects on consumers’ and businesses’ discretionary spending have in the past materially negatively affected, and may in the future materially negatively affect, our business and results of operations.

Certain of Our Subsidiaries Have Incurred Substantial Indebtedness, and the Occurrence of an Event of Default Under Our Subsidiaries’ Credit Facilities or Our Inability to Repay Such Indebtedness When Due Could Substantially Impair the Assets of Those Subsidiaries and Have a Negative Effect on Our Business.

Our subsidiaries have incurred substantial indebtedness.

In 2021, each of New York Knicks, LLC and New York Rangers, LLC, each wholly-owned subsidiaries of the Company, amended and restated its prior credit agreement (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Knicks Credit Agreement” and the “Rangers Credit Agreement,” respectively) with a syndicate of lenders providing for senior secured revolving credit facilities of $275 million and $250 million, respectively (the “Knicks Revolving Credit Facility” and the “Rangers Revolving Credit Facility,” respectively).

Our subsidiaries have in the past incurred and could in the future incur substantial indebtedness.

In 2025, each of New York Knicks, LLC and New York Rangers, LLC, each a wholly-owned subsidiary of the Company, amended and restated its prior credit agreement (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Knicks Credit Agreement” and the “Rangers Credit Agreement,” respectively) with a syndicate of lenders providing for senior

secured revolving credit facilities of $425 million and $250 million, respectively (the “Knicks Revolving Credit Facility” and the “Rangers Revolving Credit Facility,” respectively).

As of June 30, 2026, the outstanding balance under the Knicks Revolving Credit Facility was $242 million and the Rangers Revolving Credit Facility was undrawn.

Both credit facilities expire in December 2026.

Both credit facilities expire in November 2030.

Furthermore, in 2020, New York Rangers, LLC received a $30 million advance from the NHL, which is payable upon demand by the NHL (the “NHL Advance Agreement”).

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Our future operating performance is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control.

See “— We May Require Financing to Fund Our Ongoing Operations, the Availability of Which is Highly Uncertain .”

See “— We May Require Additional Financing to Fund Our Ongoing Operations, the Availability of Which is Highly Uncertain .”

Furthermore, the substantial majority of our indebtedness and available borrowing capacity, including any borrowings under the Knicks Revolving Credit Facility and the Rangers Revolving Credit Facility, bear interest at variable rates that are linked to changing market interest rates.

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If interest rates were to increase in the future (including in connection with rising inflation), this would further increase the amount of interest expense that we would have to pay in connection with our variable interest rate indebtedness, which could cause our interest expense to be substantial relative to our revenues and cash outflows.

All borrowings under the Knicks Revolving Credit Facility and the Rangers Revolving Credit Facility are subject to the satisfaction of certain conditions, including representations as to the absence of a bankruptcy event (as defined in the respective credit agreements) with respect to the obligor under any local media rights agreement.

In addition, the Rangers Credit

Agreement includes an event of default that is implicated by a bankruptcy event with respect to a material media rights counterparty, including MSG Networks.

If MSG Networks were to experience a bankruptcy event, the Knicks and the Rangers would be prevented, absent a cure or waiver, from making additional borrowings under the revolving credit facilities.

In addition, the Rangers would be required, absent a cure or waiver, to repay any amounts borrowed under the Rangers Revolving Credit Facility (which is currently undrawn).

The Knicks Credit Agreement includes covenants and events of default that may be implicated by a shortfall in the amount of national media rights revenue received by the Knicks.

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If we are unable to repay such amounts due to liquidity constraints, we may need to pursue other sources of financing, including through issuances of equity and/or asset sales.

We May Require Financing to Fund Our Ongoing Operations, the Availability of Which is Highly Uncertain.

We may require financing to fund our ongoing operations or otherwise engage in transactions that depend on our ability to obtain financing.

We May Require Additional Financing to Fund Our Ongoing Operations, the Availability of Which is Highly Uncertain.

We may require additional financing to fund our ongoing operations or otherwise engage in transactions that depend on our ability to obtain financing.

The public and private capital and credit markets can experience volatility and disruption.

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We Have in the Past Incurred Substantial Net Losses, Operating Losses, Adjusted Operating Losses and Negative Cash Flow and There Can Be No Assurance We Will Not Incur Net Losses, Operating Losses, Adjusted Operating Losses or Negative Cash Flow Again in the Future.

We incurred a net loss of approximately $22.4 million in the fiscal year ended June 30, 2025.

We incurred a net loss of approximately $22.4 million in fiscal year 2025.

We have, in prior periods, incurred operating losses, adjusted operating losses and negative cash flow and there can be no assurance that we will not incur net losses, operating losses, adjusted operating losses or negative cash flow again in the future.

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The Arena License Agreements require that MSG Entertainment must operate The Garden in a first-class manner.

If MSG Entertainment were to breach or become unable to satisfy this obligation under the Arena License Agreements, we could suffer operational difficulties and/or significant losses.

MSG Entertainment were to breach or become unable to satisfy this obligation under the Arena License Agreements, we could suffer operational difficulties and/or significant losses.

See “— We Rely on Affiliated Entities’ Performance, Including Performance of Financial Obligations, Under Various Agreements.

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The Garden sits above Penn Station.

The federal government and relevant rail agencies are considering proposals to redevelop Penn Station, which proposed redevelopment would impact The Garden.

Certain government officials and special interest groups have in the past used, and may in the future use, the renewal process for the zoning special permit to pressure MSG Entertainment to contribute to the redevelopment of Penn Station, relocate The Garden or sell all or portions of The

Garden complex.

For example, in June 2023, the New York Metropolitan Transportation Authority, New Jersey Transit and Amtrak, which operate commuter rail services from Penn Station, issued a compatibility report asserting that The Garden imposes severe constraints on Penn Station that restrict efforts to make its desired improvements.

There can be no assurance regarding the future renewal of the permit or the terms thereof, and the failure to obtain such renewal or to do so on favorable terms could have a material negative effect on our business.

The federal government, Amtrak and other relevant rail agencies are advancing a proposed redevelopment of Penn Station, which proposed redevelopment could affect The Garden and may require coordination with, or concessions from, MSG Entertainment.

Certain government officials and special interest groups have in the past used, and may in the future use, the renewal process for the zoning special permit to pressure MSG Entertainment to make financial contributions or other concessions in connection with the redevelopment of Penn Station, relocate The Garden or sell or transfer all or portions of The Garden complex.

For example, in connection with the 2023 renewal process, in June 2023, the New York Metropolitan Transportation Authority, New Jersey Transit and Amtrak, which operate commuter rail services from Penn Station, issued a compatibility report asserting that The Garden imposes severe constraints on Penn Station that restrict efforts to make the rail agencies’ desired improvements.

In June 2026, MSG Entertainment announced that it had entered into a non-binding memorandum of understanding with the Amtrak-selected master developer related to the proposed redevelopment of Penn Station that, among other things, acknowledged that The Garden must remain fully operational at all times during the redevelopment as required by MSG Entertainment and contemplated the transfer of the Infosys Theater at MSG, subject to further negotiation, definitive documentation and other agreements.

There can be no assurance regarding the future renewal of the permit or the terms thereof, or regarding the timing, scope, terms or completion of any Penn Station redevelopment or related arrangements, and the failure to obtain such renewal or to do so on favorable terms or the effects of any such redevelopment or arrangements could have a material negative effect on our business.

In addition, The Garden is, and will in the future continue to be, subject to a variety of other laws and regulations, including environmental, working conditions, labor, immigration and employment laws, and health, safety and sanitation requirements.

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Many arenas, ballparks and stadiums nationally and in New York City have received significant public support, such as tax exempt financing, other tax benefits, direct subsidies and other contributions, including for public infrastructure critical to the facilities, such as parking lots and transit improvements.

The Garden Complex benefits from a more limited real estate tax exemption pursuant to an agreement with the City of New York, subject to certain conditions, and legislation enacted by the State of New York in 1982.

The Madison Square Garden complex benefits from a more limited real estate tax exemption pursuant to an agreement with the City of New York, subject to certain conditions, and legislation enacted by the State of New York in 1982.

For fiscal year 2026, the tax exemption was $45.2 million.

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Any repeal of the tax exemption status would require legislative action by the New York State legislature.

Under the Arena License Agreements, the teams are responsible for 100% of any real estate or similar taxes applicable to The Garden.

Under the Arena License Agreements, the Knicks and the Rangers are each generally responsible for 50% of any real estate or similar taxes applicable to The Garden, with those percentages subject to reduction or increase in certain circumstances, as further described in the applicable Arena License Agreement.

If the tax exemption is repealed or a team is otherwise subject to the property tax due to no fault of that team, certain revenue allocations that we receive under the applicable Arena License Agreement would be increased as set forth in the applicable Arena License Agreement.

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Both the NBA and the NHL have experienced labor difficulties in the past and may have labor issues in the future.

For example, the NHL has experienced lockouts in the past that resulted in a regular season being shortened and the cancellation of the entire season, with a recent lockout during the 2012-13 NHL season, which resulted in a regular season that was shortened from 82 to 48 games.

The current NHL CBA expires on September 15, 2026 (with the possibility of a one-year extension in certain circumstances).

On July 8, 2025, the NHL and the NHLPA announced that a new four-year CBA had been ratified by the NHL Board of Governors and the NHL players.

The new NHL CBA expires after the 2029-30 season.

For example, the NHL has experienced lockouts in the past that resulted in a regular season being shortened and the cancellation of the entire season, with a lockout during the 2012-13 NHL season resulting in a regular season that was shortened from 82 to 48 games.

The current NHL CBA expires after the 2029-30 season.

The NBA has also experienced lockouts in the past that resulted in regular seasons being shortened, with the most recent lockout during the 2011-12 season, which resulted in a regular season that was shortened from 82 games to 66 games.

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MSG Entertainment provides certain services to us through various commercial agreements, including day-of-game services.

These services are provided by MSG Entertainment employees that are subject to CBAs.

These services are provided by MSG Entertainment employees who are subject to CBAs.

Any labor disputes, such as strikes or lockouts, with the unions with which MSG Entertainment has CBAs could impact staffing on Knicks and Rangers game days.

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The services agreement and certain of the commercial arrangements are subject to potential termination by MSG Entertainment in the event MSG Entertainment and the Company are no longer affiliates.

We have various agreements with Sphere Entertainment, including local media rights agreements with MSG Networks (a wholly-owned subsidiary of Sphere Entertainment) which provide MSG Networks with exclusive local linear and digital rights to home and away games of the Knicks and the Rangers, as well as other team-related programming.

We have various agreements with Sphere Entertainment, including local telecast rights agreements with MSG Networks (a wholly-owned subsidiary of Sphere Entertainment) which provide MSG Networks with exclusive local linear and digital rights to home and away games of the Knicks and the Rangers, as well as other team-related programming.

In addition, in connection with the Sphere Distribution, we agreed to provide Sphere Entertainment with indemnities with respect to liabilities arising out of our businesses and Sphere Entertainment agreed to provide us with indemnities with respect to liabilities arising out of the businesses we transferred to Sphere Entertainment.

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Due to the NBA and NHL playing seasons, revenues from our business are typically concentrated in the second and third quarters of each fiscal year.

Disruptions due to COVID-19 impacted the seasonality of our business and other disruptions could impact the seasonality of our business in the future.

For example , as a result of the delayed start of the 2020-21 NBA and NHL regular seasons due to COVID-19, certain of our revenues and expenses were recognized during the third and fourth quarters of fiscal year 2021 that otherwise typically would have been recognized during the second and third quarters.

As a result of seasonality, our operating results and cash flows reflect significant variation from period to period and will continue to do so in the future.

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We May Pursue Acquisitions and Other Strategic Transactions to Complement or Expand Our Business that May Not Be Successful .

We may continue to explore opportunities to purchase or invest in other businesses or assets that we believe will complement, enhance or expand our current business or that might otherwise offer us growth opportunities.

We may explore opportunities to purchase or invest in other businesses or assets that we believe will complement, enhance or expand our current business or that might otherwise offer us growth opportunities.

Any transactions that we are able to identify and complete may involve risks, including the commitment of significant capital, the incurrence of indebtedness, the payment of advances, the diversion of management’s attention and resources, litigation or other claims in connection with acquisitions or against companies we invest in or acquire, our lack of control over certain joint venture companies and other minority investments, the inability to successfully integrate such business into our operations or even if successfully integrated, the risk of not achieving the intended results and the exposure to losses if the underlying transactions or ventures are not successful.

Operational Risks

Our Operations and Operating Results Have Been, and May in the Future Be, Materially Impacted by a Pandemic or Other Public Health Emergency, such as the COVID-19 Pandemic.

Our Operations and Operating Results Have Been, and May in the Future Be, Materially Impacted by a Pandemic or Other Public Health Emergency.

A major epidemic or pandemic, or the threat of such an event, has in the past materially affected, and could in the future materially adversely affect, attendance at our games or, depending on its severity, halt our operations entirely.

Although the Company saw a return to normal business operations and schedules for the Knicks and the Rangers following the COVID-19 pandemic, it is unclear to what extent a resurgence of COVID-19, including variants thereof, or another pandemic or public health emergency, could result in renewed governmental and/or league restrictions on attendance or otherwise impact attendance of games at The Garden, demand for our sponsorship, tickets and other premium inventory or otherwise impact the Company’s operations and operating results.

If, due to a resurgence of COVID-19 or another pandemic or public health emergency, the NBA and the NHL do not play a minimum number of games required under the league-wide media rights agreements or the Knicks or the Rangers do not make available to MSG Networks the number of games during the season required under the local media rights agreements, the amounts of revenues we earn could be substantially reduced depending upon the number of games not played or not made available to MSG Networks and an event of default may occur under the Knicks and the Rangers credit agreements.

If, due to a resurgence of COVID-19 or another pandemic or public health emergency, the NBA and the NHL do not play a minimum number of games required under the league-wide media rights agreements or the Knicks or the Rangers do not make available to MSG Networks the number of games during the season required under the local telecast rights agreements, the amounts of revenues we earn could be substantially reduced depending upon the number of games not played or not made available to MSG Networks and an event of default may occur under the Knicks and the Rangers credit agreements.

Our business is also particularly sensitive to discretionary business and consumer spending.

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In addition, such events or the threat of such events may harm our or our affiliates’ ability to obtain or renew insurance coverage on favorable terms or at all.

We Are Subject to Governmental Regulation, Which Can Change, and Any Failure to Comply With These Regulations May Have a Material Negative Effect on Our Business and Results of Operations.

We Are Subject to Governmental Regulation, Including Tax Laws and Regulations, Which Can Change, and Any Failure to Comply With These Regulations May Have a Material Negative Effect on Our Business and Results of Operations.

Our business is subject to a variety of laws and regulations, including working conditions, labor, immigration and employment laws, health, safety and sanitation requirements, and laws relating to ticketing practices and tax regulations.

In addition, our business may be subject to future laws and regulations in these and other areas, which may create incremental and new compliance obligations.

We are unable to predict the outcome or effects of any potential legislative or regulatory proposals on our businesses.

We are unable to predict the outcome or effects of any potential legislative or regulatory proposals on

our businesses.

Any changes to the legal and regulatory framework applicable to our businesses could have an adverse impact on our business and results of operations.

Changes in tax regulations could limit the availability of tax benefits or deductions that the Company expects to claim or otherwise increase the taxes imposed on the Company’s operations.

For example, to the extent the expansion of Section 162(m) of the U.S.

Internal Revenue Code, which will become effective for the Company’s fiscal year ending June 30, 2028, reduces the amount of tax deductions available to us, our income tax expense would increase, which would reduce our net income.

Changes in tax laws and regulations have limited and in the future could further limit the availability of tax benefits or deductions that the Company expects to claim or otherwise increase the taxes imposed on the Company’s operations.

For example, Section 162(m) of the U.S.

Internal Revenue Code (the “Code”) generally limits a publicly held corporation’s deduction for compensation paid to each “covered employee” to $1 million per year.

Effective for our tax year beginning July 1, 2027, Section 162(m) expands the definition of “covered employee” to include the five highest compensated employees for the taxable year other than our principal executive officer, principal financial officer, and three highest compensated executive officers.

This expanded provision will apply to players on our sports teams and would cause a significant amount of compensation expense to be nondeductible in fiscal year 2028 and beyond.

Based on compensation arrangements currently in place for the 2027-28 season and other assumptions, we estimate that the expansion will result in approximately $59 million of additional income tax expense in fiscal year 2028 and a corresponding reduction in our net income

Our failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in liability that could have a material negative effect on our business and results of operations.

Our business was also materially impacted by government actions taken in response to the COVID-19 pandemic, and could be materially impacted by government actions in response to a pandemic or other public health emergency in the future.

See “ — Our Operations and Operating Results Have Been, and May in the Future Be, Materially Impacted by a Pandemic or Other Public Health Emergency, such as the COVID-19 Pandemic.

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

See “ — Our Operations and Operating Results Have Been, and May in the Future Be, Materially Impacted by a Pandemic or Other Public Health Emergency.

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

We Are Subject to Data Privacy, Data Protection and Data Security Regulations and Laws and Could Face Substantial Penalties if We Fail to Comply With Such Regulations and Laws.

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The increased use of mobile and cloud technologies heightens these and other operational risks, as do hybrid work arrangements.

Our ability to safeguard such personal and other sensitive information, including information regarding the Company and our customers, sponsors, partners and employees, independent contractors and vendors, is important to our business.

The rapid development and increased availability of advanced artificial intelligence technologies may further heighten these risks by increasing the speed, scale and sophistication of cyber threats and making security vulnerabilities easier to identify and exploit.

Our ability to safeguard such personal and other sensitive information, including information

regarding the Company and our customers, sponsors, partners and employees, independent contractors and vendors, is important to our business.

We take significant steps to protect our stored information, including the implementation of systems and processes to thwart malicious activity.

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Despite our efforts, the risks of a security incident cannot be entirely eliminated and our information technology and other systems that maintain and transmit customer, sponsor, partner, Company, employee, vendor, independent contractor, and other confidential and proprietary information may be compromised due to employee error or other circumstances such as malware or ransomware, viruses, hacking and phishing attacks, denial-of-service attacks, business email compromises, or otherwise.

Advanced artificial intelligence tools may also increase the likelihood and speed of successful cyberattacks or the misuse or inadvertent exposure of sensitive, proprietary or confidential information.

A compromise could affect the security of information on our network, or that of a third-party service provider, including MSG Entertainment or our vendors’ systems to which we outsource information technology services, including technology relating to season ticket holders and purchases of individual game tickets, and certain payment processing.

For example, in November 2016, a payment card issue that affected cards used at merchandise and food and beverage locations at several MSG Entertainment’s venues, including The Garden, was identified and addressed with the assistance of security firms.

The issue was promptly fixed and enhanced security measures were implemented.

Additionally, outside parties may attempt to fraudulently induce employees, vendors or users to disclose sensitive, proprietary or confidential information in order to gain

access to data and systems.

For example, we receive certain information technology services from MSG Entertainment under our services agreement, and in December 2025, MSG Entertainment identified and, with the assistance of a security firm, has taken measures to address a security incident involving MSG Entertainment’s Oracle E-Business Suite Enterprise Resource Planning system, which we utilize.

The incident resulted from an Oracle system vulnerability that was exploited by a threat actor that targeted hundreds of companies using Oracle E-Business Suite.

The Oracle E-Business Suite instance we utilize is hosted on a server that is managed by a third-party and the Company’s network was not involved in the incident.

We determined that this breach was not material to our business and results of operations.

Additionally, outside parties may attempt to fraudulently induce employees, vendors or users to disclose sensitive, proprietary or confidential information in order to gain access to data and systems.

Given the increasing sophistication of bad actors and complexity of the techniques used to obtain unauthorized access or disable systems, a security incident could potentially persist for an extended period of time before being detected.

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In addition, in the event of a security incident, changes in legislation may increase the risk of potential litigation.

For example, the CCPA, which provides a private right of action (in addition to statutory damages) for California residents whose sensitive personal information is breached as a result of a business’ violation of its duty to reasonably secure such information, took effect on January 1, 2020 and was expanded by the CPRA, which took effect in January 2023.

For example, the CCPA (as expanded by the CPRA) provides a private right of action (in addition to statutory damages) for California residents whose sensitive personal information is breached as a result of a business’ violation of its duty to reasonably secure such information.

Numerous other states have passed similar laws and additional states may do so in the near future.

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We have discussed and worked with customers, sponsors, partners, employees, directors, independent contractors and vendors to secure transmission capabilities and protect against cyber incidents, but we do not have, and may be unable to put in place, secure capabilities with all of our customers, sponsors, partners, employees, directors, independent contractors and vendors and we may not be able to ensure that these third parties have appropriate controls in place to protect the confidentiality of the information.

An interception, misuse or mishandling of personal, confidential or proprietary information being sent to or received from a client, vendor, service provider, counterparty or other third party could result in legal liability, regulatory action and reputational harm.

An interception, misuse or mishandling of personal, confidential or proprietary information being sent to or

received from a client, vendor, service provider, counterparty or other third party could result in legal liability, regulatory action and reputational harm.

In addition, we are required to disclose information about material cybersecurity incidents on a timely basis, including those that may not have been resolved or fully investigated at the time of disclosure, or, in some instances, we may have obligations to notify relevant stakeholders of security breaches.

As the regulatory environment and disclosure expectations relating to cybersecurity and artificial intelligence continue to evolve, we may face additional governance, transparency and regulatory challenges, including an increased risk that our controls, practices or disclosures are viewed as insufficient or misleading.

Such mandatory disclosures are costly, could provide information to bad actors, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures and may require us to expend significant capital and other resources to respond to or alleviate problems caused by an actual or perceived security breach.

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Any such damage or disruption could also compromise the security of our information systems and networks.

See also “ We Face Continually Evolving Cybersecurity and Other Technology-Related Risks, Which Could Result in Loss, Disclosure, Theft, Destruction or Misappropriation of, or Access

to, Our Confidential Information and Cause Disruption to Our Business, Damage to Our Brands and Reputation, Legal Exposure and Financial Losses” and “— Economic and Business Relationship Risks — We Rely on Affiliated Entities’ Performance, Including Performance of Financial Obligations, Under Various Agreements ” for a discussion of services MSG Entertainment performs on our behalf.

See also “ We Face Continually Evolving Cybersecurity and Other Technology-Related Risks, Which Could Result in Loss, Disclosure, Theft, Destruction or Misappropriation of, or Access to, Our Confidential Information and Cause Disruption to Our Business, Damage to Our Brands and Reputation, Legal Exposure and Financial Losses” and “— Economic and Business Relationship Risks — We Rely on Affiliated Entities’ Performance, Including Performance of Financial Obligations, Under Various Agreements ” for a discussion of services MSG Entertainment performs on our behalf.

While we have backup systems and offsite data centers for certain aspects of our operations, disaster recovery planning by its nature cannot be for all eventualities.

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If any of these adverse events were to occur, it could adversely affect our business, financial condition and results of operations.

We Rely Upon Cloud Computing Services to Operate Certain Aspects of Our Business and Any Disruption of or Interference With Our Use of These Services Would Impact Our Operations and Our Business Would Be Adversely Impacted.

Cloud computing services provide a distributed computing infrastructure platform for our business operations.

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In addition, publicity from these matters could negatively impact our business or reputation, regardless of the accuracy of such publicity.

As a result, we may incur liability from litigation (including in connection with settling such litigation) which could be material and for which we may not have available or adequate insurance coverage or be subject to other forms of non-monetary relief which may

adversely affect the Company.

The liabilities and any defense costs we incur in connection with any such litigation could have an adverse effect on our business and results of operations.

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Dolan-Sweeney.

The Dolan Family Committee generally acts by majority vote, except that approval of a going-private transaction must be approved by a two-thirds vote and approval of a change-in-control transaction must be approved by not less than all but one vote.

The Dolan Family Committee generally acts by majority vote, except that approval of a going-private transaction must be approved by a two-thirds vote and approval of a change-in-control

transaction must be approved by not less than all but one vote.

The voting members of the Dolan Family Committee are James L.

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Dolan has two votes, he has the ability to block Dolan Family Committee approval of any Company change in control transaction.

The Dolan Family Group, which includes the Excluded Trusts is able to prevent a change in control of the Company and no person interested in acquiring us would be able to do so without obtaining the consent of the Dolan Family Group.

The Dolan Family Group, by virtue of their stock ownership, have the power to elect all of our directors subject to election by holders of Class B Common Stock and are able collectively to control stockholder decisions on matters on which holders of all classes of our common stock vote together as a single class.

These matters could include the amendment of some provisions of our articles of incorporation and the approval of fundamental corporate transactions.

The Dolan Family Group, by virtue of their stock ownership, have the ability to determine all matters requiring approval by stockholders (other than the election of the Class A Directors and any matters requiring a separate vote by the holders of the Class A Common Stock) and are able collectively to control stockholder decisions on matters on which holders of our Class A Common Stock and Class B Common Stock vote together as a single class (including, but not limited to, a change-in-control and the amendment of our articles of incorporation), and to elect up to 75% of the Company’s Board of Directors.

The Company’s capital structure and the disparate voting rights of the Company’s Class A Common Stock and Class B Common Stock may have antitakeover effects, including that the Dolan Family Group is able to prevent a change in control of the Company or other fundamental corporate transaction that our stockholders might consider in their best interest.

No person interested in acquiring us would be able to do so without obtaining the consent of the Dolan Family Group, which includes the Excluded Trusts.

In addition, the affirmative vote or consent of the holders of at least 66 2 ⁄ 3 % of the outstanding shares of the Class B Common Stock, voting separately as a class, is required to approve:

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

The Dolan Family Group also controls MSG Entertainment, Sphere Entertainment and AMC Networks Inc.

(“AMC Networks”).

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

(formerly known as AMC Networks Inc., “AMC Global Media”).

We Have Elected to Be a “Controlled Company” for NYSE Purposes Which Allows Us Not to Comply with Certain of the Corporate Governance Rules of NYSE.

Members of the Dolan Family Group have entered into a Stockholders Agreement relating, among other things, to the voting of their shares of our Class B Common Stock.

As a result, we are a “controlled company” under the corporate governance rules of The New York Stock Exchange (“NYSE”).

As a controlled company, we have the right to elect not to comply with the corporate governance rules of NYSE requiring:

(i) a majority of independent directors on our Board, (ii) an independent corporate governance and nominating committee and (iii) an independent compensation committee.

As a result, we are a “controlled company” under the corporate governance rules of The New York Stock Exchange (the “NYSE”).

As a controlled company, we have the right to elect not to comply with the corporate governance rules of the NYSE requiring:

(i) a majority of independent directors on our Board of Directors, (ii) an independent corporate governance and nominating committee and (iii) an independent compensation committee.

Our Board of Directors has elected for the Company to be treated as a “controlled company” under NYSE corporate governance rules and not to comply with the NYSE requirement for a majority independent board of directors and for an independent corporate governance and nominating committee because of our status as a controlled company.

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We have entered into registration rights agreements with members of the Dolan Family Group, certain Dolan family interests, and the Dolan Family Foundation that provide them with “demand” and “piggyback” registration rights with respect to approximately 5.1 million shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock.

Sales of a substantial number of shares of Class A Common Stock, including sales pursuant to these registration rights, could adversely affect the market price of the Class A Common Stock and could impair our future ability to raise capital through an offering of our equity securities.

We also may issue additional shares of Class B Common Stock and may provide registration rights with respect to those shares.

Any new shares of Class B Common Stock issued generally will be entitled to ten votes per share.

Future issuances of Class B Common Stock would be dilutive to the voting power of Class A Common Stock on matters where both classes of the Company’s common stock vote together as a single class.

In addition, sales of a substantial number of shares of Class A Common Stock, including sales pursuant to the registration rights agreements described above, could adversely affect the market price of the Class A Common Stock and could impair our future ability to raise capital through an offering of our equity securities.

It is possible that the Rangers Distribution, whether or not consummated, could lead to increased sales of our Class A Common Stock.

Transfers and Ownership of Our Common Stock Are Subject to Restrictions Under Rules of the NBA and NHL and Our Articles of Incorporation Provide Us with Remedies Against Holders Who Do Not Comply with Those Restrictions.

The Company is the owner of professional sports franchises in the NBA and NHL.

As a result, transfers and ownership of our common stock are subject to certain restrictions under the governing documents of the NBA and NHL as well as the Company’s consent and other agreements with the NBA and NHL in connection with their approval of the MSGS Distribution and the Sphere Distribution.

As a result, transfers and ownership of our common stock are subject to certain restrictions under the constituent documents of the NBA and NHL as well as the Company’s consent and other agreements with the NBA and NHL in connection with their approval of the MSGS Distribution and the Sphere Distribution.

These restrictions are described under “Description of Capital Stock — Class A Common Stock and Class B Common Stock — Transfer Restrictions” in Exhibit 4.5 to this Annual Report on Form 10-K.

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If a holder fails to comply with such a notice, in addition to any other remedies that may be available, the Company may redeem the shares at 85% of the fair market value of those shares.

We Share Certain Directors, Officers and Employees with MSG Entertainment, Sphere Entertainment and/or AMC Networks, Which Means Those Officers and Directors Do Not Devote Their Full Time and Attention to Our Affairs and the Overlap May Give Rise to Conflicts.

We Share Certain Directors, Officers and Employees with MSG Entertainment, Sphere Entertainment and/or AMC Global Media, Which Means Those Officers and Directors Do Not Devote Their Full Time and Attention to Our Affairs and the Overlap May Give Rise to Conflicts.

Our Executive Chairman and Chief Executive Officer, James L.

Dolan, also serves as the Executive Chairman and Chief Executive Officer of MSG Entertainment and Sphere Entertainment and as Non-Executive Chairman of AMC Networks, and our Executive Vice President, David Granville-Smith, also serves as the Executive Vice President of Sphere Entertainment and AMC Networks.

Dolan, also serves as the Executive Chairman and Chief Executive Officer of MSG Entertainment and Sphere Entertainment and as Non-Executive Chairman of AMC Global Media, and our Executive Vice President, David Granville-Smith, also serves as the Executive Vice President of Sphere Entertainment and AMC Global Media.

Furthermore, eight members of our Board of Directors (including James L.

Dolan) are also directors of MSG Entertainment, nine members of our Board of Directors (including James L.

Dolan) are also directors of Sphere Entertainment and six members of our Board of Directors (including James L.

Dolan) are also directors of AMC Networks.

Dolan) are also directors of Sphere Entertainment and four members of our Board of Directors (including James L.

Dolan) are also directors of AMC Global Media.

Our Vice Chairman, Gregg G.

Seibert, also serves as the Vice Chairman of MSG Entertainment, Sphere Entertainment and AMC Networks.

Seibert, also serves as the Vice Chairman of MSG Entertainment, Sphere Entertainment and AMC Global Media.

Further, our Senior Vice President, Deputy General Counsel and Secretary, Mark C.

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The Overlap Persons may have actual or apparent conflicts of interest with respect to matters involving or affecting each company.

For example, the potential for a conflict of interest exists when we on the one hand, and MSG Entertainment, Sphere Entertainment and/or AMC Networks on the other hand, look at certain acquisitions and other corporate opportunities that may be suitable for more than one of the companies.

Also, conflicts may arise if there are issues or disputes under the commercial arrangements that exist between MSG Entertainment, Sphere Entertainment or AMC Networks (each referred to as an “Other Entity”) and us.

For example, the potential for a conflict of interest exists when we on the one hand, and MSG Entertainment, Sphere Entertainment and/or AMC Global Media on the other hand, look at certain acquisitions and other corporate opportunities that may be suitable for more than one of the companies.

Also, conflicts may arise if there are issues or disputes under the commercial arrangements that exist between MSG Entertainment, Sphere Entertainment or AMC Global Media (each of the foregoing, including its subsidiaries and successors, an “Other Entity”) and us.

In addition, certain of our directors, officers and employees hold stock and/or stock options or other equity awards of an Other Entity.

These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for the Company and an Other Entity.

See “Certain Relationships and Potential Conflicts of Interest” in the Company’s Definitive Proxy Statement filed with the SEC on October

24, 2024 for a discussion of certain procedures we instituted to help ameliorate such potential conflicts with MSG Entertainment, Sphere Entertainment and/or AMC Networks that may arise.

Our Overlapping Directors and Executive Officers with MSG Entertainment, Sphere Entertainment and/or AMC Networks May Result in the Diversion of Corporate Opportunities to MSG Entertainment, Sphere Entertainment and/or AMC Networks and Other Conflicts, and Provisions in Our Articles of Incorporation May Provide Us No Remedy in That Circumstance.

The Company’s articles of incorporation acknowledge that directors and officers of the Company may also be serving as directors, officers, employees, consultants or agents of an Other Entity and their respective subsidiaries and that the Company may engage in material business transactions with such Other Entities.

The Company has renounced its rights to certain business opportunities and the Company’s articles of incorporation provide that no Overlap Person will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise occur by reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of opportunities set forth in our articles of incorporation) to one or more Other Entities instead of the Company, or does not refer or communicate information regarding such corporate opportunities to the Company.

See “Certain Relationships and Potential Conflicts of Interest” in the Company’s most recent Definitive Annual Meeting Proxy Statement for a discussion of certain procedures we instituted to help ameliorate such potential conflicts with MSG Entertainment, Sphere Entertainment and/or AMC Global Media that may arise.

We also expect to have overlapping executive officers and directors with Spinco following the Rangers Distribution, if consummated.

Dolan will serve as the Executive Chairman and Chief Executive Officer of both the Company and Spinco, Jamaal Lesane will serve as the Chief Operating Officer of both the Company and Spinco, David Granville-Smith will serve as Executive Vice President of both the Company and Spinco, Paul DiCicco will serve as the Executive Vice President, Chief Financial Officer and Treasurer of both the Company and Spinco and Bryan Warner will serve as the Senior Vice President, Head of Legal of both the Company and Spinco.

In addition, three of the members of our Board of Directors (including James L.

Dolan) are expected to serve as directors of Spinco.

Our Overlapping Directors and Executive Officers with MSG Entertainment, Sphere Entertainment and/or AMC Global Media May Result in the Diversion of Corporate Opportunities to MSG Entertainment, Sphere Entertainment and/or AMC Global Media and Other Conflicts, and Provisions in Our Articles of Incorporation May Provide Us No Remedy in That Circumstance.

The Company’s articles of incorporation acknowledge that directors and officers of the Company may also be serving as directors, officers, employees or agents of an Other Entity and that the Company may engage in material business transactions with such Other Entities.

limited types of opportunities set forth in our articles of incorporation) to one or more of the Other Entities instead of the Company, or does not refer or communicate information regarding such corporate opportunities to the Company.

These provisions in our articles of incorporation also expressly validate certain contracts, agreements, arrangements and transactions (and amendments, modifications or terminations thereof) between the Company and the Other Entities and, to the fullest extent permitted by law, provide that the actions of the Overlap Person in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders.

See “Duties of Directors and Officers Regarding Potential Business Opportunities;

Renunciation of Interest in Potential Business Opportunities” in Exhibit 3.1 to this Annual Report on Form 10-K for more information.

Renunciation of Interest in Potential Business Opportunities” in our Articles of Incorporation, filed as Exhibit 3.1 to this Annual Report on Form 10-K for more information.

Risks Relating to the Impact of the Potential Rangers Distribution

We May Not Complete the Rangers Distribution on the Expected Terms or at All, and Our Pursuit of the Transaction Could Adversely Affect Our Business and Results of Operations.

The Rangers Distribution remains subject to various conditions and approvals, and there can be no assurance that it will be consummated on the expected terms, on the anticipated timeline or at all.

The process of pursuing the Rangers Distribution may require significant management time and incremental costs, create uncertainty among employees, business partners, fans and lenders and affect our ability to execute our business plans.

If the Rangers Distribution is not completed, we may not realize the anticipated benefits of the transaction and may have incurred significant costs in connection with the proposed transaction.

The Rangers Distribution Could Result in Significant Tax Liability.

We expect to obtain an opinion from Sullivan & Cromwell LLP substantially to the effect that, among other things, the Rangers Distribution will qualify as a tax-free distribution under the Code.

The opinion will not be binding on the IRS or the courts.

Certain transactions related to the Rangers Distribution that are not expected to be addressed by the opinion could result in the recognition of income or gain by us.

The opinion will rely on factual representations and reasonable assumptions, which, if incorrect or inaccurate, may jeopardize the ability to rely on such opinion.

We do not intend to request a ruling from the IRS as to the U.S.

federal income tax consequences of the Rangers Distribution.

If the Rangers Distribution does not qualify for tax-free treatment for U.S.

federal income tax purposes, then, in general, we would recognize taxable gain in an amount equal to the excess of the fair market value of Spinco common stock distributed in the Rangers Distribution over our tax basis therein (i.e., as if we had sold such Spinco stock in a taxable sale for its fair market value).

In addition, the receipt by our stockholders of common stock of Spinco would be a taxable distribution, and each U.S.

holder that received Spinco common stock in the Rangers Distribution would be treated as if the U.S.

holder had received a distribution equal to the fair market value of Spinco common stock that was distributed to it, which generally would be treated first as a taxable dividend to the extent of such holder’s pro rata share of our earnings and profits, then as a non-taxable return of capital to the extent of the holder’s tax basis in our common stock, and thereafter as capital gain with respect to any remaining value.

It is expected that the amount of any such taxes to us and our stockholders would be substantial.

See “— We May Have a Significant Indemnity Obligation to Spinco if the Rangers Distribution Is Treated as a Taxable Transaction.”

We May Have a Significant Indemnity Obligation to Spinco if the Rangers Distribution Is Treated as a Taxable Transaction.

We expect to enter into a tax disaffiliation agreement with Spinco, which will set out each party’s rights and obligations with respect to federal, state, local or foreign taxes for periods before and after the Rangers Distribution and related matters such as the filing of tax returns and the conduct of IRS and other audits.

Pursuant to the tax disaffiliation agreement, we expect to be required to indemnify Spinco for losses and taxes of Spinco resulting from the breach of certain covenants and for certain taxable gains recognized by Spinco, including as a result of certain acquisitions of our stock or assets.

If we are required to indemnify Spinco under the circumstances set forth in the tax disaffiliation agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position.

The Tax Rules Applicable to the Rangers Distribution, if Consummated, May Restrict us From Engaging in Certain Corporate Transactions or From Raising Equity Capital Beyond Certain Thresholds for a Period of Time After the Rangers Distribution.

To preserve the tax-free treatment of the Rangers Distribution to our and Spinco’s stockholders, under a tax disaffiliation agreement that would be entered into between the Company and Spinco, for the two-year period following the Rangers Distribution, we will be subject to restrictions with respect to our activities, including restrictions relating to certain issuances or repurchases of our common stock, asset sales, mergers and liquidations.

These restrictions may limit our ability during that two-year period to pursue strategic transactions of a certain magnitude that involve the issuance or acquisition of our stock or engage in new businesses or other transactions that might increase the value of our business.

These restrictions may also limit our ability to raise significant amounts of cash through the issuance of stock, especially if our stock price were to suffer substantial declines, or through the sale of certain of our assets.

We May not Enjoy all the Benefits of Scale that We Achieved Prior to the Rangers Distribution, if Consummated.

If the Rangers Distribution is consummated, following the Rangers Distribution we will no longer share with Spinco the benefits of scope and scale in administrative and other overhead costs and expenses resulting from various factors, including financial reporting, costs associated with complying with federal securities laws (including compliance with the Sarbanes-Oxley Act of 2002), tax administration, legal and human resources related functions.

While we expect to enter into agreements with Spinco that govern a number of our commercial and other relationships after the Rangers Distribution, those arrangements will not fully capture the benefits we currently enjoy as a result of the common ownership of the Knicks and Rangers businesses.

If the Rangers Distribution Occurs, the Combined Post-Distribution Value of MSG Sports and Spinco Shares May Not Equal or Exceed the Pre-Distribution Value of MSG Sports Shares.

If the Rangers Distribution is consummated, following the Rangers Distribution, our Class A Common Stock will continue to be listed and traded on the NYSE.

We cannot assure you that the combined trading price of our Class A Common Stock and Spinco Class A common stock after the Rangers Distribution, as adjusted for any changes in the combined capitalization of these companies, will be equal to or greater than the trading price of our Class A Common Stock prior to the Rangers Distribution.

Until the market has fully evaluated our business without the business of Spinco, the price at which our Class A Common Stock trades may fluctuate significantly.

Similarly, until the market has fully evaluated the business of Spinco, the price at which shares of Spinco Class A common stock trade may fluctuate significantly.

If the Rangers Distribution Occurs, We Will Rely on Spinco’s Performance Under Various Agreements.

If the Rangers Distribution occurs, we expect to enter into various agreements with Spinco, including a distribution agreement, a contribution agreement, a tax disaffiliation agreement, a transition services agreement under which each company will provide specified services to the other, an employee matters agreement, a group ticket sales services agreement under which Spinco will act as the Company’s sales and service representative and a lease agreement for the Madison Square Garden Training Center.

We also expect to establish aircraft arrangements and to enter into a sponsorship allocation agreement with Spinco, MSG Entertainment and Sphere Entertainment.

These agreements will govern our relationship with Spinco subsequent to the Rangers Distribution and will provide for the allocation of employee benefits, taxes and certain other liabilities and obligations attributable to periods prior to the Rangers Distribution.

These agreements will also include arrangements with respect to transition services and a number of on-going commercial relationships.

Under the distribution agreement we will provide Spinco with indemnities with respect to liabilities arising out of our businesses and Spinco will provide us with indemnities with respect to liabilities arising out of the businesses we will transfer to Spinco.

We and Spinco will each rely on the other to perform its obligations under all of these agreements.

If Spinco were to breach or to be unable to satisfy its material obligations under these agreements, including a failure to satisfy its indemnification or other financial obligations, we could suffer operational difficulties and/or significant losses.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors