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What changed in Sphere Entertainment Co.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Sphere Entertainment Co.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+727 added−610 removedSource: 10-K (2026-02-12) vs 10-K (2024-08-14)

Top changes in Sphere Entertainment Co.'s 2025 10-K

727 paragraphs added · 610 removed · 453 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

104 edited+47 added−39 removed54 unchanged
Biggest changeSphere has already run numerous unique advertising and marketing campaigns for a variety of companies, demonstrating the appeal of Sphere’s unique and valuable inventory that is not available in traditional large-scale entertainment venues. 3 • The Exosphere – The exterior of Sphere in Las Vegas, the Exosphere – the world’s largest LED screen – is covered in 580,000 square feet of fully programmable LED paneling, consisting of approximately 1.2 million LED pucks, spaced eight inches apart.
Biggest changeSphere runs numerous unique advertising and marketing campaigns for a variety of brands and has entered into multi-year marketing partnership agreements with premier brands, demonstrating the appeal of Sphere’s unique and valuable inventory that is not available in traditional large-scale entertainment venues.
These rules may reduce the amount of channel space that is available for carriage of our programming networks and the amount of funds that Distributors have to pay us for our networks. Website and Mobile Application Requirements Our Sphere and MSG Networks businesses are also subject to certain regulations applicable to our Internet websites and mobile applications.
These rules may reduce the amount of channel space that is available for carriage of our programming networks and the amount of funds that Distributors have to pay us for our networks. Website and Application Requirements Our Sphere and MSG Networks businesses are also subject to certain regulations applicable to our Internet websites and applications.
Some of our competitors may own or control, or are owned or controlled by, or otherwise affiliated with, sports teams, leagues or sports promoters, which gives them an advantage in obtaining telecast rights for such teams or sports. For example,the New York Yankees have an ownership interest in YES.
Some of our competitors may own or control, or are owned or controlled by, or otherwise affiliated with, sports teams, leagues or sports promoters, which gives them an advantage in obtaining telecast rights for such teams or sports. For example, 11 the New York Yankees have an ownership interest in YES.
For example, California passed a comprehensive data privacy law, the California Consumer Privacy Act of 2018 (the “CCPA”), and other states including New Jersey, Virginia, Colorado, Utah and Connecticut have also passed similar laws, and various additional states may do so in the near future.
For example, California passed a comprehensive data privacy law, the California Consumer Privacy Act of 2018 (the “CCPA”), and numerous other states including New Jersey, Virginia, Colorado, Utah and Connecticut have also passed similar laws, and various additional states may do so in the near future.
Live Entertainment : Our Company has deep industry relationships that can drive the world’s biggest artists to Sphere in Las Vegas. Global rock band U2 opened Sphere in Las Vegas on September 29, 2023 and performed 40 shows through March 2024.
Live Entertainment : Our Company has deep industry relationships that drive the world’s biggest artists to Sphere in Las Vegas. Global rock band U2 opened Sphere in Las Vegas on September 29, 2023 and performed 40 shows through March 2024.
Data and Privacy We are subject to data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage, processing and use of personal information or personal data, which among other things, impose certain requirements relating to the privacy and security of personal information.
Data and Privacy 8 We are subject to data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage, processing and use of personal information or personal data, which among other things, impose certain requirements relating to the privacy and security of personal information.
Sphere Studios is home to an interdisciplinary team of creative, production, technology and software experts who provide full in-house creative and production services, including strategy and concept, capture, post-production and show production, and Exosphere content creation.
Sphere Studios is home to an interdisciplinary team of creative, production, technology and software engineering experts who provide full in-house creative and production services, including strategy and concept, capture, post-production and show production, and Exosphere content creation.
Program Carriage The FCC’s program carriage rules prohibit Distributors from favoring their affiliated programming networks over unaffiliated similarly situated programming networks in the rates, terms and conditions of carriage agreements between programming networks and cable operators or other MVPDs.
Program Carriage 9 The FCC’s program carriage rules prohibit Distributors from favoring their affiliated programming networks over unaffiliated similarly situated programming networks in the rates, terms and conditions of carriage agreements between programming networks and cable operators or other MVPDs.
We maintain various websites and mobile applications that provide information and content regarding our business, offer merchandise and tickets for sale, offer live and on-demand streaming content, make available sweepstakes and/or contests and offer hospitality services.
We maintain various websites and applications that provide information and content regarding our business, offer merchandise and tickets for sale, offer live and on-demand streaming content, make available sweepstakes and/or contests and offer hospitality services.
Item 1. Business Sphere Entertainment Co. is a Delaware corporation with its principal executive office at Two Pennsylvania Plaza, New York, NY, 10121. Unless the context otherwise requires, all references to “we,” “us,” “our,” “Sphere Entertainment” or the “Company” refer collectively to Sphere Entertainment Co., a holding company, and its direct and indirect subsidiaries.
Item 1. Business Sphere Entertainment Co. is a Nevada corporation with its principal executive office at Two Pennsylvania Plaza, New York, NY, 10121. Unless the context otherwise requires, all references to “we,” “us,” “our,” “Sphere Entertainment” or the “Company” refer collectively to Sphere Entertainment Co., a holding company, and its direct and indirect subsidiaries.
New or existing programming networks that are owned by or affiliated with broadcast networks such as NBC, ABC, CBS or Fox, or broadcast station owners such as Sinclair, may have a competitive advantage over our networks in obtaining distribution through the “bundling” of agreements to carry those programming networks with the agreement giving the Distributor the right to carry a broadcast station, or group of other programming networks, owned by or affiliated with the network.
New or existing programming networks that are owned by, affiliated or otherwise partnered with, broadcast networks such as NBC, ABC, CBS or Fox, or broadcast station owners such as Sinclair, may have a competitive advantage over our networks in obtaining distribution through the “bundling” of agreements to carry those programming networks with the agreement giving the Distributor the right to carry a broadcast station, or group of other programming networks, owned by, affiliated or otherwise partnered with, the network.
Competition for Advertising Revenue The level of our advertising revenue depends in part upon unpredictable and volatile factors beyond our control, such as viewer preferences, traditional linear viewing verse digital streaming trends, ad-supported streaming services, the performance of the sports teams whose media rights we control, the quality and appeal of the competing programming and the availability of other entertainment activities.
Competition for Advertising Revenue The level of our advertising revenue depends in part upon unpredictable and volatile factors beyond our control, such as viewer preferences, traditional linear viewing versus digital streaming trends, ad-supported streaming services, the performance of the sports teams whose media rights we control, the quality and appeal of the competing programming and the availability of other entertainment activities.
Sphere in Las Vegas is the world’s largest spherical structure standing at 366 feet tall and 516 feet wide, with a fully-programmable LED exterior – the Exosphere – that we believe offers a powerful global platform for advertisers and marketing partners, as well as artistic content.
Sphere in Las Vegas is the world’s largest spherical structure standing at 366 feet tall and 516 feet wide, with a fully-programmable LED exterior – the Exosphere – that offers a powerful global platform for advertisers and marketing partners, as well as artistic content.
MSG+ is available on a free, authenticated basis to subscribers of participating Distributors (including all of MSG Networks’ major Distributors), as well as for purchase on a DTC basis. In addition to monthly and annual DTC subscription options, MSG+ also offers single game purchases of MSG Networks’ NBA and NHL teams.
MSG+ is available on a free, authenticated basis to subscribers of participating Distributors (as defined below) (including all of MSG Networks’ major Distributors), as well as for purchase on a DTC basis. In addition to monthly and annual DTC subscription options, MSG+ also offers single game purchases of MSG Networks’ NBA and NHL teams.
In connection with the spinoff of MSG Sports from MSG Networks in September 2015 (the “2015 Sports Distribution”), MSG Networks entered into long-term media rights agreements with the Knicks and Rangers providing MSG Networks with the exclusive live local media rights to their games. MSG Networks also has multi-year media rights agreements with the Islanders, Devils and Sabres.
In connection with the spinoff of MSG Sports from MSG Networks in September 2015 (the “2015 Sports Distribution”), MSG Networks entered into media rights agreements with the Knicks and Rangers providing MSG Networks with the exclusive live local media rights to their games. MSG Networks also has multi-year media rights agreements with the Islanders, Devils and Sabres.
The Student Design Challenge invited more than 100,000 Clark County, Nevada-based students – from elementary school to graduate school – to create art for the Exosphere, Sphere’s LED exterior, with eight students winning the opportunity to have their artwork displayed on the Exosphere.
The Student Design Challenge invites more than 100,000 Clark County, Nevada-based students – from elementary school to graduate school – to create art for the Exosphere, Sphere’s LED exterior, with eight students winning the opportunity to have their artwork displayed on the Exosphere.
Each puck contains 48 individual LED diodes, with each diode capable of displaying more than 1 billion different colors. • The main venue bowl featuring a 16K x 16K LED screen – a 160,000-square foot high-resolution interior display plane that surrounds the audience, creating a fully immersive visual environment. • Sphere Immersive Sound, powered by HOLOPLOT – an advanced audio system that delivers crystal-clear, concert-grade sound to every seat in Sphere through beamforming and wave field synthesis technology. • 4D multi-sensory technologies – which enable guests to feel experiences such as vibrations, wind, scent and changing temperatures to enhance storytelling.
Each puck contains 48 individual LED diodes, with each diode capable of displaying more than 1 billion different colors. • The main venue bowl featuring a 16K x 16K LED screen – a 160,000-square foot high-resolution interior display plane that surrounds the audience, creating a fully immersive visual environment. • Sphere Immersive Sound – an advanced audio system that delivers crystal-clear, sound to every seat in Sphere through beamforming and wave field synthesis technology. • 4D multi-sensory technologies – which enable guests to feel experiences such as vibrations, wind, scent and changing temperatures that enhance storytelling.
Financial Statements and Supplementary Data — Consolidated Financial Statements — Notes to Consolidated Financial Statements — Note 19. Segment Information.” Available Information Our telephone number is (725) 258-0001, our website is http://www.sphereentertainmentco.com and the investor relations section of our website is http://investor.sphereentertainmentco.com .
Financial Statements and Supplementary Data — Consolidated Financial Statements — Notes to Consolidated Financial Statements — Note 20. Segment Information.” Available Information Our telephone number is (725) 258-0001, our website is http://www.sphereentertainmentco.com and the investor relations section of our website is http://investor.sphereentertainmentco.com .
Furthermore, the Company would have the opportunity to leverage its in-house expertise – including across venue management, design and construction, operations and technology – to drive new revenue streams. An increasing number of Sphere venues would also create additional monetization opportunities for the Company’s original content library, including Postcard from Earth.
Furthermore, the Company would have the opportunity to leverage its in-house expertise – including across venue management, design and construction, operations and technology – to drive new revenue streams. An increasing number of Sphere venues would also create additional monetization opportunities for the Company’s original content library .
MSG+ is available on a free, authenticated basis to subscribers of participating Distributors (including all of MSG Networks’ major Distributors), as well as for purchase by viewers on a DTC basis. In addition to monthly and annual DTC subscription options, MSG+ also offers single game purchases of MSG Networks’ NBA and NHL teams.
MSG+ is available on a free, 6 authenticated basis to subscribers of participating Distributors (including all of MSG Networks’ major Distributors), as well as for purchase by viewers on a DTC basis. In addition to monthly and annual DTC subscription options, MSG+ also offers single game purchases of MSG Networks’ NBA and NHL game telecasts.
We have filed applications for many, and have registered some, of our trademarks in the United States and certain other countries in which we operate or intend to operate.
We have filed applications for many, and have registered some, of our trademarks in the United States and certain other countries in which we operate or intend to operate and/or promote Sphere.
See “Item 1A. Risk Factors — Operational and Economic Risks — Labor Matters May Have a Material Negative Effect on Our Business and Results of Operations. ” Ticket Sales Our business is subject to legislation governing the sale and resale of tickets and consumer protection statutes generally.
Risk Factors — Operational and Economic Risks — Labor Matters May Have a Material Negative Effect on Our Business and Results of Operations. ” Ticket Sales Our business is subject to legislation governing the sale and resale of tickets and consumer protection statutes generally.
In January 2024 MSG Networks and The YES Network (“YES”) announced the formation of Gotham Advanced Media and Entertainment, LLC ("GAME"), a new 50/50 joint venture to capitalize on technical and operational synergies associated with YES’ and MSG Networks’ streaming services.
In January 2024, MSG Networks and YES Network (“YES”) announced the formation of Gotham Advanced Media and Entertainment, LLC (“GAME”), a 50/50 joint venture to capitalize on technical and operational synergies associated with YES’ and MSG Networks’ streaming services.
Risk Factors — Operational and Economic Risks — We Are Subject to Extensive Governmental Regulation and Changes in These Regulations and Our Failure to Comply with Them May Have a Material Negative Effect on Our Business and Results of Operations. ” 7 Labor Our business is also subject to regulation regarding working conditions, overtime and minimum wage requirements.
Risk Factors — Operational and Economic Risks — We Are Subject to Extensive Governmental Regulation and Changes in These Regulations and Our Failure to Comply with Them May Have a Material Negative Effect on Our Business and Results of Operations. ” Labor Our business is also subject to regulation regarding working conditions, overtime and minimum wage requirements. See “Item 1A.
In addition to existing DTC streaming services such as Amazon Prime, Hulu, Netflix, Apple TV+, Disney+, Max and Peacock, additional services have launched and more will likely launch in the near term, which may include sports-focused services that may compete with our networks for viewers and advertising revenue. For example, ESPN, Warner Bros.
In addition to existing DTC streaming services such as Amazon Prime, Hulu, Netflix, Apple TV+, Disney+, Max and Peacock, additional services have launched and more will likely launch in the near term, which may include sports-focused services that may compete with our networks for viewers and advertising revenue.
This content includes pre- and post-game coverage throughout the seasons, along with team-related programming that features coaches and players, all of which capitalizes on the enthusiasm for the teams featured on MSG Network and MSG Sportsnet. MSG Networks is also positioned as one of the premium destinations for sports gaming content.
This content includes pre- and post-game coverage throughout the seasons, along with team-related programming that features coaches and players, all of which capitalizes on the enthusiasm for the teams featured on MSG Network and MSG Sportsnet. MSG Networks is also positioned as a premium destination for sports gaming content.
The variety of laws and regulations governing data privacy and protection, and the use of the internet as a commercial medium are rapidly evolving, extensive and complex, and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application. The data protection landscape is rapidly evolving in the United States.
The variety of laws and regulations governing data privacy and protection, and the use of the internet as a commercial medium are rapidly evolving, extensive and complex, and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application. The data protection landscape continues to evolve in the United States.
In addition, the four winners from CCSD high schools and the four winners from UNLV each received a $10,000 educational scholarship from the Company. The four winners from CCSD elementary and middle schools each earned a $10,000 donation from the Company to their school’s art program, along with tickets for their entire school to attend The Sphere Experience.
In addition, the four winners from CCSD high schools and the four winners from UNLV each receive a $10,000 educational scholarship from the Company. The four winners from CCSD elementary and middle schools each earn a $10,000 donation from the Company to their school’s art program, along with tickets for their entire school to attend The Sphere Experience.
Inside, the venue’s public-facing interior spaces include the Atrium, food and beverage locations, expo spaces, 23 premium hospitality suites, and more. 2 Once inside Sphere’s main venue bowl, guests can experience the full range of the venue’s cutting-edge technologies, including: • A 16K x 16K LED screen – a 160,000-square foot high-resolution interior display plane that surrounds the audience, creating a fully immersive visual environment. • Sphere Immersive Sound TM , powered by HOLOPLOT – an advanced audio system that delivers crystal-clear, concert-grade sound to every seat in Sphere through beamforming and wave field synthesis technology. • 4D multi-sensory technologies – which enable guests to feel experiences such as vibrations, wind, scent and changing temperatures to enhance storytelling.
Inside, the venue’s spaces include the Atrium, food and beverage locations, expo spaces, 23 premium hospitality suites, and more. 2 Once inside Sphere’s main venue bowl, guests can experience the full range of the venue’s advanced immersive technologies, including: • A 16K x 16K LED screen – a 160,000-square foot high-resolution interior display plane that surrounds the audience, creating a fully immersive visual environment. • Sphere Immersive Sound – an advanced audio system that delivers crystal-clear sound to every seat in Sphere through beamforming and wave field synthesis technology. • 4D multi-sensory technologies – which enable guests to feel experiences such as vibrations, wind, scent and changing temperatures that enhance storytelling.
In addition, the success of our DTC product will depend on a number of factors, including competition from other DTC products, such as offerings from other regional sports networks. See “Item 1A.
In addition, the success of our DTC product depends on a number of factors, including competition from other DTC products, such as offerings from other regional sports networks. See “Item 1A.
The Sphere Experience can run multiple times a day, year-round and begins when guests enter the venue’s Atrium, where they can engage with the latest in technological advancements through a variety of immersive experiences. • The experience then continues to the main venue bowl to view an original immersive production.
The Sphere Experience can run multiple times a day, year-round and begins when guests enter the venue’s Atrium, where they can engage with a variety of immersive experiences. • The experience then continues to the main venue bowl to view an original immersive production.
Production efforts are supported by Sphere Studios TM , an immersive content studio dedicated to creating multi-sensory experiences exclusively for Sphere. Sphere Studios, is home to a team of creative, production, technology and software experts who provide full in-house creative and production services.
Production efforts for Sphere events are supported by Sphere Studios TM , an immersive content studio dedicated to creating multi-sensory experiences exclusively for Sphere, using proprietary technology, tools and production facilities. Sphere Studios is home to a team of creative, production, technology and software engineering experts who provide full in-house creative and production services.
In addition, the Company plans to expand its network of Sphere venues around the world over time, which would create additional monetization opportunities for the Company’s original content. • The Sphere Experience. A core content category at Sphere in Las Vegas is The Sphere Experience, which takes full advantage of Sphere's experiential, next-generation technologies.
In addition, the Company plans to expand its network of Sphere venues around the world, which would create additional monetization opportunities for the Company’s original content. • The Sphere Experience. A core content category at Sphere is The Sphere Experience, which takes full advantage of Sphere’s experiential technologies.
We believe our ability to maintain and monetize our intellectual property rights, including the technology and content developed for Sphere, The Sphere Experience, MSG Networks (including our DTC and authenticated streaming product, MSG+), and our brand logos, are important to our business, our brand-building efforts and the marketing of our products and services.
We believe our ability to maintain and monetize our intellectual property rights, including the technology and content developed for Sphere, The Sphere Experience, MSG Networks (including our DTC and authenticated streaming product, MSG+, which is included in the Gotham Sports streaming product), and our brand logos, are important to our business, our brand-building efforts and the marketing of our products and services.
MSG Networks also showcases a wide array of other sports and entertainment programming, which includes Westchester Knicks basketball, NY/NJ Gotham FC of the National Women’s Soccer League, New York team of the Professional Women’s Hockey League (PWHL), NCAA basketball, soccer, baseball, softball and other college sporting events, as well as horse racing, soccer, poker, tennis, pickleball, mixed martial arts and boxing programs.
MSG Networks also showcases a wide array of other sports and entertainment programming, which includes Westchester Knicks basketball, NY/NJ Gotham FC of the National Women’s Soccer League, the New York Sirens of the Professional Women’s Hockey League (PWHL), college sporting events, as well as horse racing, soccer, poker, tennis, pickleball and boxing programs.
Investor Relations can be contacted at Sphere Entertainment Co., Two Penn Plaza, New York, New York 10121, Attn: Investor Relations, telephone: 212-465-6618, e-mail: investor@thesphere.com.
Investor Relations can be contacted at Sphere Entertainment Co., Two Penn Plaza, New York, New York 10121, Attn: Investor Relations, telephone: 212-465-6618, e-mail: [email protected] .
Risk Factors — Risks Related to Cybersecurity and Intellectual Property — We Have in the Past and May in the Future Become Subject to Infringement or Other Claims Relating to Our Content or Technology. ” and “— Theft of Our Intellectual Property May Have a Material Negative Effect on Our Business and Results of Operations. ” Other Investments Our Company explores investment opportunities that strengthen its existing position within the entertainment landscape and/or allow us to exploit our assets and core competencies for growth. 6 In Fiscal Year 2019, the Company acquired a 30% interest in SACO Technologies Inc.
Risk Factors — Risks Related to Cybersecurity and Intellectual Property — We Have in the Past and May in the Future Become Subject to Infringement or Other Claims Relating to Our Content or Technology. ” and “— Theft of Our Intellectual Property May Have a Material Negative Effect on Our Business and Results of Operations. ” Other Investments Our Company explores investment opportunities that strengthen its existing position within the entertainment landscape and/or allow 7 us to exploit our assets and core competencies for growth.
MSG Network and MSG Sportsnet have an average combined reach of approximately 3.6 million viewing subscribers (as of the most recent available monthly information) in our Regional Territory, inclusive of annual and monthly subscribers to MSG+. Throughout its history, MSG Networks has been at the forefront of the industry, pushing the boundaries of regional sports coverage.
MSG Network and MSG Sportsnet had an average combined reach of approximately 2.9 million viewing subscribers (as of November 2025, the most recent available monthly information) in our Regional Territory, inclusive of annual and monthly subscribers to MSG+. Throughout its history, MSG Networks has been at the forefront of the industry, pushing the boundaries of regional sports coverage.
Some of the FCC’s recent interpretations of these rules, however, have made it more difficult for our programming networks to challenge a Distributor’s decision to decline to carry one of our programming networks or to discriminate against one of our programming networks.
FCC interpretations of these rules, however, have made it more difficult for our programming networks to challenge a Distributor’s decision to decline to carry one of our programming networks or to discriminate against one of our programming networks.
Our programming networks face competition from other programming networks, including national networks and other regional sports and entertainment networks, for the right to be carried by a particular Distributor, and for the right to be carried on the service tier(s) that will attract the most subscribers.
Our programming networks face competition from other programming networks, including national networks and other regional sports and entertainment networks, for the right to be carried by a particular Distributor, and for the right to be carried in a manner that will attract the most subscribers, including on particular tiers.
The Company is developing its own content ranging from original immersive productions, purpose-built for Sphere, to the establishment of a dynamic library of content that can be used by artists or third parties who want to bring their experiences to life – whether for concerts, residencies or corporate events.
The Company is developing its own content ranging from original immersive productions, purpose-built for Sphere, to a dynamic library of content that can be used by artists or third parties to bring their experiences to life at Sphere – whether for concerts, residencies or marquee and brand events.
We introduced our own DTC product in June 2023, which provides consumers an alternative to accessing our programming through our Distributors, but there can be no assurance that we will successfully execute our strategy for such offering.
We introduced our own DTC product, MSG+, in June 2023 (which is included in the Gotham Sports streaming product), which provides consumers an alternative to accessing our programming through our Distributors, but there can be no assurance that we will successfully execute our strategy for such offering.
Our Strengths • Strong position in live entertainment and media through: ◦ A next-generation entertainment medium powered by cutting-edge technologies; and ◦ Two award-winning regional sports and entertainment networks as well as a DTC and authenticated streaming service. • Presence in both Las Vegas, a market which attracts more than 40 million visitors each year and has over 2 million local residents, and the New York Designated Market Area – the nation’s largest media market; • Deep industry relationships across music, entertainment, corporate, and sports that drive events to Sphere; • Focus on world-class guest experience, backed by decades of experience in venue management; • In-house interdisciplinary team of creative, production, technology and software experts who provide full creative and production services, including strategy and concept, capture, post-production and show production; • Established history of successfully planning and executing comprehensive venue design and construction projects; • Portfolio of patents and other intellectual property spanning across Sphere design and construction, audio delivery, cinematic video display systems, and in-venue technologies; • Exclusive local media rights to live games of five professional New York-area NBA and NHL teams, including long-term agreements with the Knicks and Rangers; and • A strong and seasoned management team.
Our Strengths • Leader in immersive experiences and technology, with an experiential medium powered by advanced technologies; • Two award-winning regional sports and entertainment networks as well as a DTC and authenticated streaming service; • Established presence in both Las Vegas, a market which attracts more than 40 million visitors each year and has over 2 million local residents, and the New York Designated Market Area – the nation’s largest media market; • Deep industry relationships across music, entertainment, brands, and sports that drive events to Sphere; • Focus on world-class guest experience, backed by decades of experience in venue management; • In-house interdisciplinary team of creative, production, technology and software engineering experts who provide full creative and production services, including strategy and concept, capture, post-production and show production; • Proven history of successfully planning and executing comprehensive venue design and construction projects; • Expansive portfolio of patents issued in the U.S. and internationally, and other intellectual property spanning across areas including Sphere venue design, audio delivery, video capture and display, and 4D technologies; • Exclusive local media rights to live games of five professional New York-area NBA and NHL teams, including agreements with the Knicks and Rangers; and • A strong and seasoned management team.
These technologies come together to create a powerful platform, which we believe makes Sphere the venue of choice for a wide variety of content – including original immersive productions; concerts and residencies from the world’s biggest artists; and marquee sports and corporate events.
These technologies come together to create a powerful platform, which we believe makes Sphere the venue of choice for a wide variety of content – including original immersive productions; concerts and residencies from the world’s biggest artists; and marquee sports and brand events. We have also deployed certain technology outside of Sphere.
The ground lease has no fixed rent; however, if certain return objectives are achieved, The Venetian will receive 25% of the after-tax cash flow in excess of such objectives.
The ground lease has no fixed rent; however, if certain return objectives are achieved, The Venetian will receive 25% of the after-tax cash flow in excess of such objectives. The lease is for a term of 50 years.
In June 2023, MSG Networks introduced MSG+, a DTC streaming product (replacing MSG GO), which allows subscribers to access MSG Network and MSG Sportsnet as well as on demand content on smartphones, tablets, computers and other devices.
In June 2023, MSG Networks introduced MSG+, a DTC streaming product (replacing MSG GO), which allows subscribers to access MSG Network and MSG Sportsnet as well as on demand content on smartphones, tablets, computers and other devices. MSG+ is included in the Gotham Sports streaming product, as described below.
On July 9, 2021, MSG Networks Inc. merged with a subsidiary of the Company and became a wholly-owned subsidiary of Sphere Entertainment (the “Networks Merger”). On April 20, 2023 (the “MSGE Distribution Date”), the Company distributed approximately 67% of the outstanding common stock of Madison Square Garden Entertainment Corp.
On July 9, 2021, MSG Networks Inc. merged with a subsidiary of the Company and became a wholly-owned subsidiary of the Company (the “Networks Merger”). On April 20, 2023 (the “MSGE Distribution Date”), the Company distributed approximately 67% of the outstanding common stock of MSGE Spinco, Inc.
(formerly MSGE Spinco, Inc., and referred to herein as “MSG Entertainment”) to its stockholders (the “MSGE Distribution”), with the Company retaining approximately 33% of the outstanding common stock of MSG Entertainment (in the form of MSG Entertainment Class A common stock) immediately following the MSGE Distribution (the “MSGE Retained Interest”).
(now known as Madison Square Garden Entertainment Corp. and referred to herein as “MSG Entertainment”) to its stockholders (the “MSGE Distribution”), with the Company retaining approximately 33% of the outstanding common stock of MSG Entertainment (in the form of MSG Entertainment Class A common stock) immediately following the MSGE Distribution (the “MSGE Retained Interest”).
Once a programming network of ours is carried by a Distributor, that network competes for viewers not only with the other programming networks available through the Distributor, but also with pay-per-view programming and video on demand offerings, as well as Internet and online streaming and DTC and on demand services, mobile applications, social media and social networking platforms, radio, print media, motion picture theaters, home video, and other sources of information, sporting events and entertainment.
Once a programming network of ours is carried by a Distributor, that network competes for viewers not only with the other 10 programming networks available through the Distributor, but also with other content offerings such as: pay-per-view programming; video on demand offerings; Internet and online streaming services (e.g., DTC and on demand services, free advertiser-supported streaming television (“FAST”) channels, etc.); mobile, connected TV and other applications; social media and social networking platforms; radio; print media; motion picture theaters; home video; and other sources of information, sporting events and entertainment.
The Company plans to continue to leverage Sphere’s unique platform, as well as the Company’s deep relationships across music, entertainment, corporate and sports, to attract additional events to Sphere in Las Vegas.
The Company plans to continue to leverage Sphere’s unique platform, as well as the Company’s deep relationships across music, entertainment, brands and sports, to attract a wide range of events to Sphere in Las Vegas.
Additionally, the California Privacy Rights Act (the “CPRA”) imposes additional data protection obligations on covered businesses, including additional consumer rights procedures and obligations, limitations on data uses, new audit requirements for higher risk data, and constraints on certain uses of sensitive data.
Additionally, the California Privacy Rights Act (the “CPRA”) imposes additional data protection obligations on covered businesses, including additional consumer rights procedures and obligations, limitations on data uses, new audit requirements for higher risk data, and constraints on certain uses of sensitive data. The majority of the CPRA provisions went into effect on January 1, 2023.
FCC Regulations Our MSG Networks business is also subject to regulation by the Federal Communications Commission (the “FCC”). The FCC imposes regulations directly on programming networks and also on certain Distributors in a manner that affects programming networks indirectly. Accessibility Under FCC rules, our programming networks, websites and mobile applications must meet certain requirements for access by persons with disabilities.
The FCC imposes regulations directly on programming networks and also on certain Distributors in a manner that affects programming networks indirectly. Accessibility Under FCC rules, our programming networks, websites and mobile applications must meet certain requirements for access by persons with disabilities.
It includes two award-winning regional sports and entertainment networks, MSG Network and MSG Sportsnet, as well as its DTC authenticated streaming product, MSG+.
It includes two award-winning regional sports and entertainment networks, MSG Network and MSG Sportsnet, as well as its DTC authenticated streaming product, MSG+ (which is included in the Gotham Sports streaming product).
The studio campus in Burbank includes a 68,000-square-foot development facility, as well as Big Dome, a 28,000-square-foot, 100-foot high custom dome, with a quarter-sized version of the screen at Sphere in Las Vegas, that serves as a specialized screening, production facility, and lab for content at Sphere.
The studio campus in Burbank includes a 68,000-square-foot development facility, as well as Big Dome, a 28,000-square-foot, 100-foot high custom dome, with a quarter-sized version of the interior display plane at Sphere in Las Vegas, that serves as a specialized screening, production facility, and lab for content at Sphere. The Company is focused on creating a global network of Spheres.
Commercial Loudness FCC rules require multichannel video programming distributors (“MVPDs”) to ensure that all commercials comply with specified volume standards, and certain of our affiliation agreements require us to certify compliance with such standards. 8 Advertising Restrictions on Children’s Programming Any programming intended primarily for children 12 years of age and under and associated Internet websites that we may offer must comply with certain limits on commercial matter and certain of our affiliation agreements require us to certify compliance with such standards.
Advertising Restrictions on Children’s Programming Any programming intended primarily for children 12 years of age and under and associated Internet websites that we may offer must comply with certain limits on commercial matter and certain of our affiliation agreements require us to certify compliance with such standards.
Coupled with our continued commitment to innovation, we believe the Company is positioned to generate long-term value for our stockholders. Key components of our strategy include: A Next-Generation Entertainment Medium: Sphere combines cutting-edge technologies with multi-sensory storytelling to deliver immersive experiences at an unparalleled scale.
Coupled with our continued commitment to innovation, we believe the Company is positioned to generate long-term value for our stockholders. Key components of our strategy include: An Experiential Medium Powered by Advanced Technologies: Sphere combines advanced technologies with multi-sensory storytelling to deliver unparalleled immersive experiences.
We compete with these other entertainment and advertising options on the basis of the quality and pricing of our offerings and the public’s interest in our content and advertising and marketing partnership offerings. 9 We compete for bookings with a large number of other venues, both in Las Vegas where Sphere is located and in alternative locations capable of booking traditional productions and events, which venues may be more familiar to performers who may not be willing to take advantage of the immersive experiences and next generation technologies that Sphere offers (which cannot be re-used in other venues).
We compete for bookings with a large number of other venues, both in Las Vegas where Sphere is located and in alternative locations capable of booking traditional productions and events, which venues may be more familiar to performers who may not be willing to take advantage of the immersive experiences and next generation technologies that Sphere offers (which generally cannot be re-used in other venues).
NBC, Peacock and Amazon beginning in 2025-26), and NHL on ABC, ESPN, Hulu, ESPN+, TNT and Max), as part of league-controlled sports programming networks (e.g., NBA TV and NHL Network), in out-of-market packages (e.g., NBA League Pass and NHL Center Ice/ESPN+), league and other websites, mobile applications and streaming outlets, may have an adverse impact on our competitive position as our programming networks compete for distribution and for viewers.
The increasing amount of sports programming available on a national basis, including pursuant to national media rights arrangements (e.g., NBA on ABC, ESPN, ESPN+, NBC, Peacock and Amazon, and NHL on ABC, ESPN, Hulu, ESPN+, TNT and HBO Max), as part of league-controlled sports programming networks (e.g., NBA TV and NHL Network), in out-of-market packages (e.g., NBA League Pass and NHL Center Ice/ESPN+), league and other websites, mobile applications and streaming outlets, may have an adverse impact on our competitive position as our programming networks compete for distribution and for viewers.
The Company is also dedicated to effecting positive change through other social impact and cause-related initiatives including distributing food to those in need and other in-kind donations. Regulation The rules, regulations, policies and procedures affecting our business are subject to change.
The Company is also dedicated to effecting positive change through other social impact and cause-related initiatives in the community, including distributing food to those in need, giving back-to-school supplies to young people, and other in-kind donations such as ticket donations to local non-profit organizations. Regulation The rules, regulations, policies and procedures affecting our business are subject to change.
The Sphere Experience can run multiple times a day, year-round and begins when guests enter the venue’s Atrium, where they can engage with the latest in technological advancements through a variety of immersive experiences. The experience then continues to the main venue bowl to view an original immersive production.
The Sphere Experience can run multiple times a day, year-round and begins when guests enter the venue’s Atrium, where they can engage with a variety of immersive experiences. The experience then continues to the main venue bowl to view an original immersive production. We are currently showing The Wizard of Oz at Sphere , which debuted in August 2025.
As of June 30, 2024, approximately 18% of our employees were subject to collective bargaining agreements (“CBAs”). Approximately 5% of those union employees are subject to CBAs that expired as of June 30, 2024 and approximately 39% are subject to CBAs that will expire by June 30, 2025 if they are not extended prior thereto.
As of December 31, 2025, approximately 16% of our employees were subject to collective bargaining agreements (“CBAs”). Approximately 0% of those union employees are subject to CBAs that expired as of December 31, 2025 and approximately 14% are subject to CBAs that will expire by December 31, 2026 if they are not extended prior thereto.
The Company’s first Sphere opened in Las Vegas on September 29, 2023. The venue can accommodate up to 20,000 guests and can host a wide variety of events year-round, including The Sphere Experience TM , which features original immersive productions, as well as concerts and residencies from renowned artists, and marquee sports and corporate events.
The venue can accommodate up to 20,000 guests and hosts a wide variety of events year-round, including The Sphere Experience TM , which features original immersive productions, as well as concerts and residencies from renowned artists, and marquee sports and brand events (formerly referred to as corporate events).
Our Strategy Our strategy is to leverage our Company’s unique assets and brands – which includes a next-generation entertainment medium, Sphere, and regional sports and entertainment networks – to create world-class experiences for all key stakeholders, including performers, athletes, content creators, guests, viewers, advertisers and marketing partners.
Our Strategy Our strategy is to leverage our Company’s unique assets and brands – which includes an experiential medium powered by advanced technologies, Sphere, and regional sports and entertainment networks – to create world-class experiences for all key stakeholders, including artists, athletes, creatives, guests, viewers, advertisers and marketing partners.
Marquee Sporting and Corporate Events : Sphere has hosted a broad array of live events, including the Formula 1 Las Vegas Grand Prix, the 2024 NHL Draft, and bespoke corporate events. In September 2024, Sphere will host UFC for the first-ever MMA event at Sphere.
Marquee Sporting and Brand Events : Sphere has hosted a broad array of live events, including the Formula 1 Las Vegas Grand Prix in November 2023, 2024 and 2025, as well as the 2024 NHL Draft, and bespoke brand events with premier companies. In September 2024, Sphere hosted UFC for the first-ever live sports event at Sphere.
Sphere in Las Vegas can deliver significant exposure to not only the guests that attend events at the venue, but also to the more than 40 million annual visitors to and over 2 million local residents of Las Vegas, and around the world on social media.
Sphere in Las Vegas can deliver significant exposure to not only the guests that attend events at the venue, but also to the approximately 40 million annual visitors to Las Vegas, the over 2 million local residents, and audiences around the world on social media. Sphere offers bespoke advertising and sponsorship opportunities, including externally with the Exosphere and internally.
Our Business Sphere Sphere is a next-generation entertainment medium powered by cutting-edge technologies uniquely built for immersive entertainment experiences. The first Sphere venue opened in Las Vegas in September 2023. Key design features include: • A 580,000 square foot, fully-programmable LED Exosphere – the world’s largest LED screen, which consists of approximately 1.2 million LED pucks, spaced eight inches apart.
The first Sphere venue opened in Las Vegas in September 2023. Key design features include: • A 580,000 square foot, fully-programmable LED Exosphere – the world’s largest LED screen, which consists of approximately 1.2 million LED pucks, spaced eight inches apart.
Sphere represents an innovative business model for entertainment venues, with new and expanded revenue opportunities that span across original immersive productions, concerts and residencies, marquee sports and corporate events, advertising and sponsorship, and premium hospitality, as well as food, beverage and merchandise.
Sphere represents an innovative business model for entertainment venues, with new and expanded revenue opportunities that span across original immersive productions, concerts and residencies, marquee sports and brand events, advertising and sponsorship, and premium hospitality, as well as food, beverage and merchandise. The Company’s first Sphere opened in September 2023 and is located one block from the Las Vegas Strip.
Our benefit offerings are designed to meet the range of needs of our diverse workforce and include: domestic partner coverage, an employee assistance program which also provides assistance with child and elder care resources, legal support, pet insurance, wellness programs and financial planning seminars. These resources are intended to support the physical, emotional and financial well-being of our employees.
Supporting total well-being Our benefit offerings are designed to meet the range of needs of our diverse workforce and include: domestic partner coverage; medical, dental and vision plan options; life insurance benefits for the employee and their dependents; a 401k plan with employer match; an employee assistance program which also provides assistance with child and elder care resources; legal support; pet insurance; wellness programs and financial planning seminars.
For more than 50 years, MSG Networks has been at the forefront of the industry, pushing the boundaries of regional sports coverage. We continually seek to enhance the value that our networks provide to viewers, advertisers, and distributors by utilizing state-of-the-art technology to deliver high-quality, best-in-class content and live viewing experiences.
We continually seek to enhance the value that our networks provide to viewers, advertisers, and distributors by utilizing state-of-the-art technology to deliver high-quality, best-in-class content and live viewing experiences.
Developing Original Content: Sphere Studios is dedicated to the development of immersive entertainment exclusively for Sphere. Sphere Studios features technology and proprietary tools developed specifically for Sphere that make content creation for this platform a seamless experience.
We believe this allows for Sphere to be more efficiently utilized than traditional large-scale venues. Developing Original Content: Sphere Studios is dedicated to the development of immersive experiences exclusively for Sphere. Sphere Studios features technology and proprietary tools developed specifically for Sphere that make content creation for this platform seamless.
The design of Sphere can accommodate a wide range of sizes and capacities based on the needs of the individual market. Leveraging the Sphere brand and operating a network of Sphere venues would allow the Company to pursue a number of avenues for potential growth, including driving increased bookings and greater advertising and sponsorship opportunities.
Leveraging the Sphere brand and creating a network of Sphere venues would allow the Company to pursue several avenues for potential growth, including driving increased bookings and greater advertising and sponsorship opportunities.
A core content category at Sphere in Las Vegas is The Sphere Experience, which takes full advantage of Sphere's experiential, next-generation technologies to transport audiences and engage the senses.
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Sphere.” Our Events 5 The Sphere Experience. A core content category at Sphere in Las Vegas is The Sphere Experience, which takes full advantage of Sphere’s experiential, technologies to engage the senses and transport audiences.
Other programming networks, or distribution outlets, that are affiliated with or otherwise have larger relationships with programming sources such as sports teams or leagues, movie or television studios, or film libraries may have a competitive advantage over us in this area. 10 Competition for Sports Programming Sources Because the loyalty of the sports viewing audience to a sports programming network is primarily driven by loyalty to a particular team or teams, access to adequate sources of sports programming is particularly critical to our networks.
Other programming networks, or distribution outlets, that are affiliated with or otherwise have larger relationships with programming sources such as sports teams or leagues, movie or television studios, or film libraries may have a competitive advantage over us in this area.
MSG Network and MSG SportsNet are widely carried by major Distributors in our region, and also carried nationally by certain Distributors on sports tiers or in similar packages. 5 In June 2023, MSG Networks introduced MSG+, a DTC and authenticated streaming product (replacing MSG GO), which allows subscribers to access MSG Network and MSG Sportsnet and on demand content across devices.
In June 2023, MSG Networks introduced MSG+, a DTC and authenticated streaming product (replacing MSG GO), which allows subscribers to access MSG Network and MSG Sportsnet and on demand content across devices.
Today, MSG Networks’ exclusive, award-winning programming continues to be a valuable differentiator for viewers, advertisers and the cable, satellite, fiber-optic and other platforms (“Distributors”) that distribute its networks. MSG Network and MSG Sportsnet are widely distributed throughout all of New York State and significant portions of New Jersey and Connecticut, as well as parts of Pennsylvania.
Today, MSG Networks’ exclusive, award-winning programming continues to be a valuable differentiator for viewers, advertisers and the cable, satellite, fiber-optic and other platforms (“Distributors”) that distribute its networks.
See “ Item 1A. Risk Factors — Risks Related to Our MSG Networks Business — We Derive Substantial Revenues From the Sale of Advertising and Those Revenues Are Subject to a Number of Factors, Many of Which Are Beyond Our Control.” Supplier Diversity We are committed to fostering an inclusive environment across all areas of our business.
See “ Item 1A. Risk Factors — Risks Related to Our MSG Networks Business — We Derive Substantial Revenues From the Sale of Advertising and Those Revenues Are Subject to a Number of Factors, Many of Which Are Beyond Our Control.” Human Capital Resources We believe the strength of our workforce is one of the significant contributors to our success.
In January 2024 MSG Networks and YES announced they formed the formation of GAME, a new 50/50 joint venture aimed at capitalizing on technical and operational synergies associated with MSG Networks’ and YES’ streaming services.
MSG Networks produces original sports betting shows and segments featuring a mix of sports gaming experts and former New York athletes covering betting-related topics across the sports world. In January 2024 MSG Networks and YES announced the formation of GAME, a 50/50 joint venture aimed at capitalizing on technical and operational synergies associated with MSG Networks’ and YES’ streaming services.
Sphere is a next-generation entertainment medium, and MSG Networks operates two regional sports and entertainment networks, as well as a direct-to-consumer (“DTC”) and authenticated streaming product. Sphere : This segment reflects Sphere TM , a next-generation entertainment medium powered by cutting-edge technologies to create multi-sensory experiences at an unparalleled scale.
Sphere ® is an experiential medium powered by advanced technologies, and MSG Networks operates two regional sports and entertainment networks, as well as a direct-to-consumer (“DTC”) and authenticated streaming product. Sphere : This segment reflects Sphere, an experiential medium powered by advanced technologies that bring storytelling to a new level.
The design of future Sphere venues will be flexible to accommodate a wide range of sizes and capacities – from large-scale to smaller and more intimate – based on the needs of any individual market.
Because of the transformative nature of Sphere, we believe there could be other markets — both domestic and international – where Sphere can be successful. The design of future Sphere venues will be flexible to accommodate a range of sizes and capacities – from large to smaller-scale – based on the needs of any individual market.
The current production is Postcard from Earth , directed by Academy Award nominee, Darren Aronofsky. This original cinematic film has earned critical acclaim for its captivating visuals and use of the venue’s next-generation, immersive technologies, and offers a unique perspective on the beauty of life on earth.
This original film earned critical acclaim for its captivating visuals and use of the venue’s immersive technologies, and offered a unique perspective on the beauty of life on earth.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to Our Indebtedness, Financial Condition, and Internal Control • We have substantial indebtedness and are highly leveraged, which could adversely affect our business. • Although MSG Networks is pursuing a work-out of the MSG Networks Credit Facilities, there can be no assurances that it will be successful; any refinancing may require an equity contribution by Sphere Entertainment Group to MSG Networks and, even if a refinancing is successfully consummated, it may be on terms materially less favorable to MSG Networks than the current terms. • If MSG Networks is unable to refinance the MSG Networks Credit Facilities through a work-out or otherwise, the outstanding debt thereunder could be accelerated and the lenders could foreclose upon the MSG Networks business. • We may require additional financing to fund certain of our obligations, ongoing operations, and capital expenditures, the availability of which is uncertain. 14 • We have incurred substantial operating losses, adjusted operating losses and negative cash flow and there is no assurance we will have operating income, adjusted operating income or positive cash flow in the future. • Material weaknesses or adverse findings in our internal control over financial reporting in the future could have an adverse effect on the market price of our common stock.
Biggest changeRisks Related to Our Indebtedness, Financial Condition, and Internal Control • We have substantial indebtedness and are highly leveraged, which could adversely affect our business. • We may require additional financing to fund certain of our obligations, ongoing operations, and capital expenditures, the availability of which is uncertain. • We have incurred substantial operating losses, adjusted operating losses and negative cash flow and there is no assurance we will have operating income, adjusted operating income or positive cash flow in the future. 14 • Material impairments in the value of our long-lived assets and goodwill could negatively affect our business and results of operations. • Material weaknesses or adverse findings in our internal control over financial reporting in the future could have an adverse effect on the market price of our common stock.
Reductions in the license fees that we receive per subscriber or in the number of subscribers for which we are paid, including as a result of a loss of or reduction in carriage of our programming networks or a loss of subscribers by one or more of our Distributors, have in the past adversely affected (e.g., the non-renewal with Comcast) and will in the future adversely affect our affiliation fee revenue.
Reductions in the license fees that we receive per subscriber or in the number of subscribers for which we are paid, including as a result of a loss of or reduction in carriage of our programming networks or a loss of subscribers by one or more of our Distributors, have in the past adversely affected and will in the future adversely affect our affiliation fee revenue (e.g., the non-renewal with Comcast).
We may not be able to successfully predict interest in proposed new programming and viewer preferences could cause new programming not to be successful or cause our existing programming to decline in popularity.
We may not be able to successfully predict interest in proposed new programming and viewer preferences could cause new programming not to be successful or cause our existing programming to decline in popularity.
Advertising revenues depend on a number of factors, many of which are beyond our control, such as: (i) team performance; (ii) whether live sports games are being played and the number of live games available for telecast on our programming networks; (iii) the popularity of our programming; (iv) the activities of our competitors, including increased competition from other forms of advertising-based media (such as Internet, mobile media, other programming networks, radio and print media) and an increasing shift of advertising expenditures to digital and mobile offerings; (v) shifts in consumer viewing patterns, including consumers watching more ad-free content, non-traditional and shorter-form video content online, and the increased use of ad skipping functionality; (vi) increasing audience fragmentation caused by increased availability of alternative forms of leisure and entertainment activities, such as social networking platforms and video games; (vii) consumer budgeting and buying patterns; (viii) the extent of the distribution of our networks; (ix) changes in the audience demographic for our programming; (x) the ability of third parties to successfully and accurately measure audiences due to changes in emerging technologies and otherwise; (xi) the health of the economy in the markets our businesses serve and in the nation as a whole; and (xii) general economic trends in the advertising industry.
Advertising revenues depend on a number of factors, many of which are beyond our control, such as: (i) team performance; (ii) whether live sports games are being played and the number of live games available for telecast on our programming networks; (iii) the popularity of our programming; (iv) the extent of the distribution of our networks; (v) the activities of our competitors, including 20 increased competition from other forms of advertising-based media (such as Internet, digital and social media platforms, other programming networks, radio and print media) and an increasing shift of advertising expenditures to digital and mobile offerings; (vi) shifts in consumer viewing patterns, including consumers watching more ad-free content, non-traditional and shorter-form video content online, and the increased use of ad skipping functionality; (vii) increasing audience fragmentation caused by increased availability of alternative forms of leisure and entertainment activities, such as social networking platforms and video games; (viii) consumer budgeting and buying patterns; (ix) changes in the audience demographic for our programming; (x) the ability of third parties to successfully and accurately measure audiences due to changes in emerging technologies and otherwise; (xi) the health of the economy in the markets our businesses serve and in the nation as a whole; and (xii) general economic trends in the advertising industry.
The Credit Facilities contain, and future credit facilities are expected to contain, a number of restrictive covenants that impose significant operating and financial restrictions on certain of our subsidiaries and may limit our ability to respond to changes in our business or competitive activities, or to otherwise engage in acts that may be in our long-term best interest, including restrictions on our subsidiaries’ ability to: • incur indebtedness; • incur liens; • make investments; • sell and/or otherwise dispose of assets; • engage in transactions with affiliates; 24 • make certain restricted payments; • enter into certain restrictive agreements; • enter into sale-leaseback agreements; • enter into certain swap agreements; • change our line of business; • prepay and/or modify the terms of certain indebtedness; and • consolidate, merge or sell all or substantially all of our assets.
The Credit Facilities contain, and future credit facilities are expected to contain, a number of restrictive covenants that impose significant operating and financial restrictions on certain of our subsidiaries and may limit our ability to respond to changes in our business or competitive activities, or to otherwise engage in acts that may be in our long-term best interest, including restrictions on our subsidiaries’ ability to: • incur indebtedness; • incur liens; • make investments; • sell and/or otherwise dispose of assets; • engage in transactions with affiliates; • make certain restricted payments; • enter into certain restrictive agreements; • enter into sale-leaseback agreements; • enter into certain swap agreements; • change our line of business; • prepay and/or modify the terms of certain indebtedness; and • consolidate, merge or sell all or substantially all of our assets.
The effect, if any, of these activities on the market price of our Class A Common Stock or the 3.50% Convertible Senior Notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could cause or prevent an increase or a decline in the market price of our Class A Common Stock or the 3.50% Convertible Senior Notes , which could affect the ability of holders to convert the notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of notes, it could affect the amount of cash and/or the number and value of shares of our Class A Common Stock holders receive upon conversion of the 3.50% Convertible Senior Notes .
The effect, if any, of these activities on the market price of our Class A Common Stock or the 3.50% Convertible Senior Notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could cause or prevent an increase or a decline in the market price of our Class A Common Stock or the 3.50% Convertible Senior Notes , which could affect the ability of holders to convert the notes and, to the extent the activity occurs 26 following conversion or during any observation period related to a conversion of notes, it could affect the amount of cash and/or the number and value of shares of our Class A Common Stock holders receive upon conversion of the 3.50% Convertible Senior Notes .
These risks include: • laws and policies affecting trade and taxes, including laws and policies relating to currency, the repatriation of funds and withholding taxes, and changes in these laws; • changes in local regulatory requirements, including restrictions on foreign ownership; • exchange rate fluctuation; 33 • exchange controls, tariffs and other trade barriers; • differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property; • foreign privacy and data protection laws and regulations, such as the E.U.
These risks include: • laws and policies affecting trade and taxes, including laws and policies relating to currency, the repatriation of funds and withholding taxes, and changes in these laws; • changes in local regulatory requirements, including restrictions on foreign ownership; • exchange rate fluctuation; • exchange controls, tariffs and other trade barriers; • differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property; • foreign privacy and data protection laws and regulations, such as the E.U.
There may be a limited number of popular artists, groups or events that are willing to invest in and to take advantage of the immersive experiences and next generation technologies (which cannot be re-used in venues other than Sphere) or that can attract audiences to Sphere, and our business would suffer to the extent that we are unable to attract such artists, groups and events willing to perform at our venue.
There may be a limited number of popular artists, groups or events that are willing to invest in and to take advantage of the immersive experiences and next generation technologies (which generally cannot be re-used in venues other than Sphere) or that can attract audiences to Sphere, and our business would suffer to the extent that we are unable to attract such artists, groups and events willing to perform at our venue.
We have expended, and expect to continue to expend, significant expenses on an ongoing basis in order to review and enhance our security measures and to address any actual or potential security incidents that arise, but these measures may be ineffective and we may be subject to legal or regulatory action, as well as financial losses, and we may not have insurance coverage for any or all such losses.
We have expended, and expect to continue to expend, significant expenses on an ongoing basis in order to review and enhance our security measures and to address any actual or potential security incidents that arise, but these measures may be ineffective and we may be subject to legal or regulatory action, as well as financial losses, and we may not have insurance coverage for any or all of such losses.
The Sphere business currently operates only in Las Vegas with one venue and, as a result, is subject to significantly greater degrees of risk than competitors with more operating properties or that operate in more markets. MSG Networks’ programming networks are widely distributed throughout New York State and certain nearby areas.
The Sphere business currently operates only in Las Vegas with one venue and, as a result, is subject to significantly greater degrees of risk than competitors with more operating properties or that operate in more markets. MSG Networks’ programming networks are distributed throughout New York State and certain nearby areas.
If we incur secured indebtedness and such secured indebtedness is either accelerated or becomes subject to a bankruptcy, liquidation or reorganization, our assets would be used to satisfy obligations with respect to the indebtedness secured thereby before any payment could be made on the 3.50% Convertible Senior Notes that are not similarly secured.
If we incur secured indebtedness and such secured indebtedness is either accelerated or becomes subject to a bankruptcy, liquidation or reorganization, our 24 assets would be used to satisfy obligations with respect to the indebtedness secured thereby before any payment could be made on the 3.50% Convertible Senior Notes that are not similarly secured.
These risks are exacerbated in our business in light of the fact that we only have one venue in Las Vegas, which is dependent on tourism travel for its success. Consumer and corporate spending has in the past declined and may in the future decline at any time for reasons beyond our control.
These risks are exacerbated in our business in light of the fact that we only have one operational venue in Las Vegas, which is dependent on tourism travel for its success. Consumer and corporate spending has in the past declined and may in the future decline at any time for reasons beyond our control.
By its nature, the outcome of litigation is difficult to assess and quantify, and its continuing defense is costly. 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. We Face Risk from Doing Business Internationally.
By its nature, the outcome of litigation is difficult to assess and quantify, and its continuing defense is costly. 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. 34 We Face Risk from Doing Business Internationally.
We Share Certain Directors, Officers and Employees with MSG Sports, MSG Entertainment and/or AMC Networks, Which Means Those Individuals 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.
We Share Certain Directors, Officers and Employees with MSG Sports, MSG Entertainment and/or AMC Networks, Which Means Those Individuals Do Not Devote Their Full Time and Attention to Our Affairs and the Overlap May Give Rise to Conflicts. 40 Our Executive Chairman and Chief Executive Officer, James L.
The indenture governing the 3.50% Convertible Senior Notes also does not restrict our subsidiaries from incurring additional debt, which would be structurally senior to the 3.50% Convertible Senior Notes . If new debt or other liabilities are added to our current debt levels, the related risks that we now face could intensify.
The Indenture also does not restrict our subsidiaries from incurring additional debt, which would be structurally senior to the 3.50% Convertible Senior Notes . If new debt or other liabilities are added to our current debt levels, the related risks that we now face could intensify.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in those reports is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in those reports is accumulated and communicated to the company’s management, including its principal 28 executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
In addition, we may not be able to identify and remediate other control deficiencies, including material weaknesses, in the future. 27 Operational and Economic Risks Our Businesses Face Intense and Wide-Ranging Competition That May Have a Material Negative Effect on Our Business and Results of Operations.
In addition, we may not be able to identify and remediate other control deficiencies, including material weaknesses, in the future. Operational and Economic Risks Our Businesses Face Intense and Wide-Ranging Competition That May Have a Material Negative Effect on Our Business and Results of Operations.
If our programming does not gain or maintain the level of audience 28 acceptance we, our advertisers or Distributors expect, it could negatively affect advertising or distribution fee revenues. An increase in our costs associated with programming, including original programming, may materially negatively affect our business and results of operations.
If our programming does not gain or maintain the level of audience acceptance we, our advertisers or Distributors expect, it could negatively affect advertising or distribution fee revenues. An increase in our costs associated with programming, including original programming, may materially negatively affect our business and results of operations.
Shares of Class B Common Stock owned by Excluded Trusts will on all matters be voted on in accordance with the determination of the Excluded Trusts holding a majority of the Class B Common Stock held by all Excluded Trusts, except in the case of a vote on a going-private transaction or a change in control transaction, in which case a vote of the trusts holding two-thirds of the Class B Common Stock owned by Excluded Trusts is required.
Shares of Class B Common Stock owned by Excluded Trusts will on all matters be voted on in accordance with the determination of the Excluded Trusts holding a majority of the Class B Common Stock held by all Excluded Trusts, except in the case of a vote on a 39 going-private transaction or a change in control transaction, in which case a vote of the trusts holding two-thirds of the Class B Common Stock owned by Excluded Trusts is required.
If we are treated as a USRPHC, certain adverse U.S. federal income tax consequences might apply to non-U.S. holders that hold our 3.50% Convertible Senior Notes , Class A Common Stock and Class B common stock. 37 We Are Controlled by the Dolan Family.
If we are treated as a USRPHC, certain adverse U.S. federal income tax consequences might apply to non-U.S. holders that hold our 3.50% Convertible Senior Notes , Class A Common Stock and Class B common stock. We Are Controlled by the Dolan Family.
If we fail to continue to obtain sports and other programming for our networks on reasonable terms for any reason, including as a result of competition, we could be forced to incur additional costs to acquire such programming or look for or develop alternative programming.
If we fail to continue to obtain sports and other programming for 22 our networks on reasonable terms for any reason, including as a result of competition, we could be forced to incur additional costs to acquire such programming or look for or develop alternative programming.
To the extent that such parties do not perform as expected, 23 including with respect to repayment of such loans, it could impair such assets or create losses related to such loans, and, as a result, have a negative effect on our business and results of operations.
To the extent that such parties do not perform as expected, including with respect to repayment of such loans, it could impair such assets or create losses related to such loans, and, as a result, have a negative effect on our business and results of operations.
It is expected that the amount of any such taxes to us and our stockholders would be substantial. See 36 “—We May Have a Significant Indemnity Obligation to MSG Entertainment if the MSGE Distribution Is Treated as a Taxable Transaction.” We May Have a Significant Indemnity Obligation to MSG Entertainment if the MSGE Distribution Is Treated as a Taxable Transaction.
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 MSG Entertainment if the MSGE Distribution Is Treated as a Taxable Transaction.” We May Have a Significant Indemnity Obligation to MSG Entertainment if the MSGE Distribution Is Treated as a Taxable Transaction.
These factors are often unpredictable and subject to influences that are beyond our control, such as the quality and appeal of competing programming, the performance of the sports teams whose media rights we control, general economic conditions and the availability of other entertainment options.
These factors are often unpredictable and subject to influences that are beyond our control, such as the quality and appeal of competing 29 programming, the performance of the sports teams whose media rights we control, general economic conditions and the availability of other entertainment options.
Litigation may be necessary to enforce our intellectual property rights or protect our trade secrets. Any litigation of this nature, regardless of the outcome, could cause us to incur significant costs, as well as subject us to the other inherent risks of litigation discussed above.
Litigation may be 37 necessary to enforce our intellectual property rights or protect our trade secrets. Any litigation of this nature, regardless of the outcome, could cause us to incur significant costs, as well as subject us to the other inherent risks of litigation discussed above.
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 38 and for an independent corporate governance and nominating committee because of our status as a controlled company.
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.
The Sphere Experience employs novel and transformative technologies for which there is no established basis of comparison, and there is an inherent risk that we may be unable to achieve the level of success appropriate for the significant 15 investment involved.
The Sphere Experience employs novel and transformative technologies for which there is no established basis of comparison, and there is an inherent risk that we may be unable to achieve the level of success appropriate for the significant investment involved.
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.
Given the increasing sophistication of bad actors and complexity of the techniques used to obtain unauthorized 35 access or disable systems, a security incident could potentially persist for an extended period of time before being detected.
Any such activity or threatened activity at or near one of our venue or other similar venues, including those located elsewhere, could result in reduced attendance at our venue and a material negative effect on our business and results of operations.
Any such activity or threatened activity at or near our venue or other similar venues, including those located elsewhere, could result in reduced attendance at our venue and a material negative effect on our business and results of operations.
There can be no assurance that guests, artists, promoters, advertisers and marketing partners will continue to embrace this new platform and that Sphere will generate revenue and adjusted operating income in line with our expectations.
There can be no assurance that guests, artists, promoters, advertisers and marketing partners will continue to embrace this platform and that Sphere will generate revenue and adjusted operating income in line with our expectations.
The governing bodies of the NBA and the NHL have imposed, and may impose in the future, various rules, regulations, guidelines, bulletins, directives, policies and agreements (collectively, “League Rules”) that we may not be able to control, which could affect the value of our media rights agreements, including a decision to alter the number of games played during a season or the number of team games that can be selected by national broadcasters (which could reduce the number of games available for exclusive broadcast by our networks).
The governing bodies of the NBA and the NHL have imposed, and may impose in the future, various rules, regulations, guidelines, bulletins, directives, policies and agreements (collectively, “League Rules”) that we may not be able to control, which could affect the value of our media rights agreements, including a decision to alter the number of games played during a season or the number of team games that can be selected by national broadcasters (which could reduce the number of games available for exclusive exhibition by our networks).
From time to time, the Company and its subsidiaries are involved in various legal proceedings, including proceedings or lawsuits brought by governmental agencies, stockholders, customers, employees, private parties and other stakeholders.
From time to time, the Company, its subsidiaries and/or its affiliates are involved in various legal proceedings, including proceedings or lawsuits brought by governmental agencies, stockholders, customers, employees, private parties and other stakeholders.
Operational and Economic Risks • Our businesses face intense and wide-ranging competition that may have a material negative effect on our business and results of operations. • Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or another public health emergency, such as the COVID-19 pandemic. • Our business has been adversely impacted and may, in the future, be materially adversely impacted by an economic downturn, recession, financial instability, inflation or changes in consumer tastes and preferences. • The geographic concentration of our businesses could subject us to greater risk than our competitors and have a material negative effect on our business and results of operations. • Our business could be adversely affected by terrorist activity or the threat of terrorist activity, weather and other conditions that discourage congregation at prominent places of public assembly. • We are subject to extensive governmental regulation and changes in these regulations and our failure to comply with them may have a material negative effect on our business and results of operations. • Labor matters may have a material negative effect on our business and results of operations. • The unavailability of systems upon which we rely may have a material negative effect on our business and results of operations. • There is a risk of injuries and accidents in connection with Sphere, which has in the past and could in the future subject us to personal injury or other claims; we are subject to the risk of adverse outcomes in other types of litigation. • We face risks from doing business internationally.
Operational and Economic Risks • Our businesses face intense and wide-ranging competition that may have a material negative effect on our business and results of operations. • Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or another public health emergency, such as the COVID-19 pandemic. • Our business has been adversely impacted and may, in the future, be materially adversely impacted by an economic downturn, recession, financial instability, inflation or changes in consumer tastes and preferences. • The geographic concentration of our businesses could subject us to greater risk than our competitors and have a material negative effect on our business and results of operations. • Our business could be adversely affected by terrorist activity or the threat of terrorist activity, weather and other conditions that discourage congregation at prominent places of public assembly. • We are subject to extensive governmental regulation and changes in these regulations and our failure to comply with them may have a material negative effect on our business and results of operations. • Labor matters may have a material negative effect on our business and results of operations. • There is a risk of injuries and accidents in connection with Sphere, which has in the past and could in the future subject us to personal injury or other claims; we are subject to the risk of adverse outcomes in other types of litigation. • We face risks from doing business internationally.
To the extent effects of the COVID-19 pandemic or another pandemic or public health emergency adversely affect our business and financial results, they may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those 29 relating to our liquidity, indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness.
To the extent effects of the COVID-19 pandemic or another pandemic or public health emergency adversely affect our business and financial 30 results, they may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those relating to our liquidity, indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness.
The loss of any of our significant Distributors, the failure to renew on terms as attractive as our existing agreements (or to do so in a timely manner) or disputes with our counterparties relating to the interpretation of their agreements with us, could result in our inability to generate sufficient revenues to perform our obligations under our agreements or otherwise materially negatively affect our business and results of operations.
The loss of any of our major Distributors, the failure to renew on terms as attractive as our existing agreements (or to do so in a timely manner) or disputes with our counterparties relating to the interpretation of their agreements with us, could result in our inability to generate sufficient revenues to perform our obligations under our agreements or otherwise materially negatively affect our business and results of operations.
If the equity and credit markets continue to deteriorate, or the United States enters a recession, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. 26 Our Sphere business has been characterized by significant expenditures for properties, businesses, renovations and productions.
If the equity and credit markets deteriorate, or the United States enters a recession, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Our Sphere business has been characterized by significant expenditures for properties, businesses, renovations and productions.
Our commercial general liability and/or the pollution legal liability insurance coverage may not be adequate or available to cover any or all such potential liability. 31 • Broadcasting .
Our commercial general liability and/or the pollution legal liability insurance coverage may not be adequate or available to cover any or all such potential liability. • Broadcasting .
A number of other states have passed similar laws and additional states may do so in the near future. Our insurance coverage may not be adequate to cover the costs of a data breach, indemnification obligations, or other liabilities. We also routinely transmit and receive personal, confidential and proprietary information by email and other electronic means.
Numerous other states have passed similar laws and additional states may do so in the near future. Our insurance coverage may not be adequate to cover the costs of a data breach, indemnification obligations or other liabilities. We also routinely transmit and receive personal, confidential and proprietary information by email and other electronic means.
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: • the authorization or issuance of any additional shares of Class B Common Stock; and • any amendment, alteration or repeal of any of the provisions of our certificate of incorporation that adversely affects the powers, preferences or rights of the Class B Common Stock.
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: • the authorization or issuance of any additional shares of Class B Common Stock; and • any amendment, alteration or repeal of any of the provisions of our articles of incorporation that adversely affects the powers, preferences or rights of the Class B Common Stock.
New or existing programming networks that are owned by or affiliated with broadcast networks such as NBC, ABC, CBS or Fox, or broadcast station owners, such as Sinclair, may have a competitive advantage over our networks in obtaining distribution through the “bundling” of agreements to carry those programming networks with the agreement giving the Distributor the right to carry a broadcast station owned by or affiliated with the network.
New or existing programming networks that are owned by, affiliated or otherwise partnered with, broadcast networks such as NBC, ABC, CBS or Fox, or broadcast station owners, such as Sinclair, may have a competitive advantage over our networks in obtaining distribution through the “bundling” of agreements to carry those programming networks with the agreement giving the Distributor the right to carry a broadcast station owned by, affiliated or otherwise partnered with, the network.
Also, conflicts may arise if there are issues or disputes under the commercial arrangements that exist between MSG Sports, MSG Entertainment or AMC Networks (each referred to as an “Other Entity”) and us. In addition, certain of our directors, officers and employees hold MSG Sports, MSG Entertainment and/or AMC Networks stock, stock options and/or restricted stock units.
Also, conflicts may arise if there are issues or disputes under the commercial arrangements that exist between MSG Sports, MSG Entertainment or AMC Networks (each referred to as an “Other Entity”) and us. In addition, certain of our directors, officers and employees hold stock, stock options and/or restricted stock units of Other Entities.
This variability may adversely affect our business, results of operations and financial condition. 32 Labor Matters May Have a Material Negative Effect on Our Business and Results of Operations.
This variability may adversely affect our business, results of operations and financial condition. Labor Matters May Have a Material Negative Effect on Our Business and Results of Operations.
Compliance with these regulations and the associated costs may be heightened as a result of the purchase, construction or renovation of a venue.
Compliance with these regulations and the associated costs may 32 be heightened as a result of the purchase, construction or renovation of a venue.
Existing affiliation agreements with major Distributors expire during each of the next several years, including during calendar year 2024, and we cannot provide assurances that we will be able to renew these affiliation agreements or obtain terms as attractive as our existing agreements in the event of a renewal.
Existing affiliation agreements with major Distributors expire during each of the next several years, including during calendar year 2026, and we cannot provide assurances that we will be able to renew these affiliation agreements or obtain terms as attractive as our existing agreements in the event of a renewal.
See “—Operational and Economic Risks —Our Operations and Operating Results Have Been, and May in the Future Be, Materially Impacted by a Pandemic or Another Public Health Emergency, Such as the COVID-19 Pandemic. ” Weather or other conditions, including natural disasters, in locations which we own or operate venues may affect patron attendance as well as sales of food and beverages and merchandise, among other things.
See “—Operational and Economic Risks —Our Operations and Operating Results Have Been, and May in the Future Be, Materially Impacted by a Pandemic or Another Public Health Emergency, Such as the COVID-19 Pandemic. ” 31 Weather or other conditions, including natural disasters and similar events, in locations which we own or operate venues may affect patron attendance as well as sales of food and beverages and merchandise, among other things.
In addition, our Sphere business is highly sensitive to customer tastes and depends on our ability to continue to attract concert residencies, marquee sporting events, corporate and other events to our venue, competition for which is intense, and in turn, the ability of performers to attract strong attendance.
In addition, our Sphere business is highly sensitive to customer tastes and depends on our ability to continue to attract concert residencies, marquee sporting events, brand and other events to our venue, competition for which is intense, and in turn, the ability of performers to attract strong attendance.
For example, Sphere competes with other entertainment options in the Las Vegas area, which is a popular entertainment destination. While the Company believes that these next-generation venues enable new experiences and innovative opportunities to engage with audiences, there can be no assurance that guests, artists, promoters, advertisers and marketing partners will continue to embrace this new platform.
For example, Sphere competes with other entertainment options in the Las Vegas area, which is a popular entertainment destination. While the Company believes that these experiential venues enable new experiences and innovative opportunities to engage with audiences, there can be no assurance that guests, artists, promoters, advertisers and marketing partners will continue to embrace this new platform.
Further increases in interest rates will cause additional increases in our debt service obligations. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility.
Further increases in interest rates would cause additional increases in our debt service obligations. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility.
The increasing amount of sports programming available on a national basis, including pursuant to national media rights arrangements (e.g., NBA on ABC, ESPN, ESPN+, TNT and Max (ABC, ESPN, ESPN+, NBC, Peacock and Amazon beginning in 2025-26), and NHL on ABC, ESPN, Hulu, ESPN+, TNT and Max), as part of league-controlled sports programming networks (e.g., NBA TV and NHL Network), in out-of-market packages (e.g., NBA League Pass and NHL Center Ice/ESPN+), league and other websites, mobile applications and streaming outlets, may have an adverse impact on our competitive position as our programming networks compete for distribution and for viewers.
The increasing amount of sports programming available on a national basis, including pursuant to national media rights arrangements (e.g., NBA on ABC, ESPN, ESPN+, NBC, Peacock and Amazon, and NHL on ABC, ESPN, Hulu, ESPN+, TNT and HBO Max), as part of league-controlled sports programming networks (e.g., NBA TV and NHL Network), in out-of-market packages (e.g., NBA League Pass and NHL Center Ice/ESPN+), league and other websites, mobile applications and streaming outlets, may have an adverse impact on our competitive position as our programming networks compete for distribution and for viewers.
In addition, in the event of a security incident, changes in legislation may increase the risk of potential 34 litigation.
In addition, in the event of a security incident, changes in legislation may increase the risk of potential litigation.
Dolan, also serves as the Executive Chairman and Chief Executive Officer of MSG Entertainment and MSG Sports and as Non-Executive Chairman of AMC Networks. Furthermore, nine members of our Board of Directors (including James L. Dolan) also serve as directors of MSG Entertainment, ten members of our Board of Directors (including James L.
Dolan, also serves as the Executive Chairman and Chief Executive Officer of MSG Entertainment and MSG Sports and as Non-Executive Chairman of AMC Networks. Furthermore, eight members of our Board of Directors (including James L. Dolan) also serve as directors of MSG Entertainment, nine members of our Board of Directors (including James L.
See “— If the Rate of Decline in the Number of Subscribers to Traditional MVPDs Services Increases or These Subscribers Shift to Other Services or Bundles That Do Not Include the Company’s Programming Networks, There May Be a Material Negative Effect on the Company’s Affiliation Revenues .” Following the launch of MSG+, a DTC and authenticated streaming product, which is available on a free, authenticated basis to subscribers of participating Distributors (including all of MSG Networks’ major Distributors), as well as for purchase by viewers on a DTC basis through monthly and annual subscriptions, as well as single game purchases, distribution revenue for our MSG Networks segment now includes both affiliation fee revenue earned from Distributors for the right to carry the Company’s networks as well as revenue earned from subscriptions and single game purchases on MSG+.
See “— If the Rate of Decline in the Number of Subscribers to Traditional MVPD Services Increases or These Subscribers Shift to Other Services or Bundles That Do Not Include the Company’s Programming Networks, There May Be a Material Negative Effect on the Company’s Affiliation Revenues .” Following the launch of MSG+, a DTC and authenticated streaming offering (which is included in the Gotham Sports streaming product), which is available on a free, authenticated basis to subscribers of participating Distributors (including all of MSG Networks’ major Distributors), as well as for purchase by viewers on a DTC basis through monthly and annual subscriptions, as well as single game purchases, distribution revenue for our MSG Networks segment now includes both affiliation fee revenue earned from Distributors for the right to carry the Company’s networks as well as revenue earned from DTC subscriptions and single game purchases.
The design of future Spheres will be flexible to accommodate a wide range of sizes and capacities—from large-scale to smaller and more intimate—based on the needs of any individual market.
The design of future Spheres will be flexible to accommodate a wide range of sizes and capacities — from large to smaller-scale — based on the needs of any individual market.
L osses in monthly subscribers of MSG+, including during the off-season, would adversely affect our distribution revenues. Our affiliation agreements generally require us to meet certain content criteria, such as minimum thresholds for professional event telecasts throughout the calendar year on our networks.
L osses in monthly DTC subscribers, including during the off-season, would adversely affect our distribution revenues. Our affiliation agreements generally require us to meet certain content criteria, such as minimum thresholds for professional event telecasts throughout the calendar year on our networks.
Sphere business . The success of our Sphere business is largely dependent on the success of The Sphere Experience, which features first-of-its-kind immersive productions that can run multiple times per day, year-round and are designed to utilize the full breadth of the venue’s next-generation technologies.
Sphere business . The success of our Sphere business is largely dependent on the success of The Sphere Experience, which features first-of-its-kind immersive productions that can run multiple times per day, year-round and are designed to utilize the full breadth of the venue’s advanced technologies.
Our business depends upon the ability and willingness of consumers and businesses to purchase tickets and license suites at Sphere, spend on food and beverages and merchandise, subscribe to packages of programming that includes our networks, and drive continued advertising, marketing partnership and affiliate fee revenues, and these revenues are sensitive to general economic conditions, recession, fears of recession and consumer behavior.
Our business depends upon the ability and willingness of consumers and businesses to purchase tickets and license suites at Sphere, spend on food and beverages and merchandise, subscribe to packages of programming that includes our networks, and drive continued advertising, marketing partnership and affiliate fee revenues, and these revenues are sensitive to general economic conditions, recession, fears of recession and consumer behavior, including due to the impacts of tariffs.
The financial results of our Sphere business are largely dependent on the popularity of The Sphere Experience, which features original immersive productions that can run multiple times per day, year-round and are designed to utilize the full breadth of the venue’s next-generation technologies.
The financial results of our Sphere business are largely dependent on the popularity of The Sphere Experience, which features original immersive productions that can run multiple times per day, year-round and are designed to utilize the full breadth of the venue’s experiential technologies.
The success of our business depends in part on our ability to maintain and monetize our intellectual property rights, including the technology being developed for Sphere, MSG Networks (including our DTC product), our brand logos, our programming, technologies, digital content and other content that is material to our business.
The success of our business depends in part on our ability to maintain and monetize our intellectual property rights, including the technology developed for Sphere, MSG Networks (including our DTC offering), our brand logos, our programming, technologies, digital content and other content that is material to our business.
For example, California has passed a comprehensive data privacy law, the CCPA, and a number of other states, including New Jersey, Virginia, Colorado, Utah and Connecticut, have also passed similar laws, and various additional states may do so in the near future.
For example, California has passed a comprehensive data privacy law, the CCPA, and numerous other states, including New Jersey, Virginia, Colorado, Utah and Connecticut, have also passed similar laws, and various additional states may do so in the near future.
In that event, Sphere in Las Vegas may need to either rely on increased advertising and marketing revenues and the success of much more frequent third-party live entertainment offerings to generate enough capital to develop additional original immersive productions and/or partner with third parties to develop and finance such productions.
In that event, Sphere in Las Vegas may need to either rely on increased advertising and marketing revenues and the success of much more frequent third-party live entertainment offerings and marquee sporting and brand events to generate enough capital to develop additional original immersive productions and/or partner with third parties to develop and finance such productions.
Any loss or reduction in carriage would also decrease the potential audience for our programming, which may adversely affect our advertising revenues.
Any loss or reduction in carriage would also decrease the potential audience for our programming, which could adversely affect our advertising revenues.
The variety of laws and regulations governing data privacy and protection, and the use of the internet as a commercial medium, are rapidly evolving, extensive and complex, and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application. The data protection landscape is rapidly evolving in the United States.
The variety of laws and regulations governing data privacy and protection, and the use of the internet as a commercial medium, are rapidly evolving, extensive and complex, and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application. The data protection landscape continues to evolve in the United States.
The Company has renounced its rights to certain business opportunities and the Company’s amended and restated certificate of incorporation provides 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 amended and restated certificate 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.
The Company has renounced its rights to certain business opportunities and the Company’s articles of incorporation provide that no Overlap Person will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise occur by reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of opportunities set forth in our articles of incorporation) to one or more of the Other Entities instead of the Company, or does not refer or communicate information regarding such corporate opportunities to the Company.
Subsequent to the filing of the Fiscal Year 2021 Form 10-K, management of the Company evaluated an immaterial accounting error related to interest costs that should have been capitalized for Sphere in Las Vegas in Fiscal Years 2021, 2020 and 2019 and in the fiscal quarter ended September 30, 2021, as prescribed by Accounting Standards Codification Topic 835-20 (Capitalization of Interest).
Subsequent to the filing of our Annual Report on Form 10-K for the Fiscal Year ended June 30, 2021, management of the Company evaluated an immaterial accounting error related to interest costs that should have been capitalized for Sphere in Las Vegas in Fiscal Years 2021, 2020 and 2019 and in the fiscal quarter ended September 30, 2021, as prescribed by Accounting Standards Codification Topic 835-20 (Capitalization of Interest).
We have entered into registration rights agreements with Charles F. Dolan, members of his family, certain Dolan family interests and the Dolan Family Foundation that provide them with “demand” and “piggyback” registration rights with respect to approximately 6.9 million shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock.
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 6.9 million shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock.
We also compete for viewers and advertisers with content offered over the Internet, social media and social networking platforms, mobile media, radio, motion picture, home video and other sources of information and entertainment and advertising services.
We also compete for viewers and advertisers with content offered over the Internet, digital and social media platforms, radio, motion picture, home video and other sources of information and entertainment and advertising services.
As a result of any of the foregoing, we may not be able to generate sufficient revenues to cover our costs, which could adversely impact our business and results of operations, the price of our Class A Common Stock and the value of our 3.50% Convertible Senior Notes.
As a result of any of the foregoing, we may not be able to generate sufficient revenues to cover our costs, which could adversely impact our business and results of operations, the price of our Class A Common Stock and the value of our 3.50% Convertible Senior Notes due 2028 (the “3.50% Convertible Senior Notes”).
For example, the global economy, including credit and financial markets, has recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, rising interest and inflation rates, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability.
For example, the global economy, including credit and financial markets, has in the past experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, volatility in and uncertainty regarding interest and inflation rates, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability.
Sphere, like all public spaces, is subject to building and health codes and fire regulations imposed by state and local government as well as zoning and outdoor advertising and signage regulations. We also require a number of licenses to operate, including, but not limited to, occupancy permits, exhibition licenses, food and beverage permits, liquor licenses, signage entitlements and other authorizations.
Sphere, like all public spaces, is subject to building and health codes and fire regulations, as well as zoning and outdoor advertising and signage regulations. We also require a number of licenses to operate, including, but not limited to, occupancy permits, exhibition licenses, food and beverage permits, liquor licenses, signage entitlements and other authorizations.
These provisions in our amended and restated certificate 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, provided 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.
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.
These matters could include the amendment of some provisions of our certificate of incorporation and the approval of fundamental corporate transactions.
These matters could include the amendment of some provisions of our articles of incorporation and the approval of fundamental corporate transactions.
In addition, the success of our DTC product will depend on a number of factors, including competition from other DTC products, such as offerings from other regional sports networks. The extent to which competitive programming, including NBA and NHL games, are available on other programming networks and distribution platforms can adversely affect our competitive position.
In addition, the success of our DTC offering depends on a number of factors, including competition from other DTC products, such as offerings from other regional sports networks. The extent to which competitive programming, including NBA and NHL games, are available on other programming networks and distribution platforms can adversely affect our competitive position.
Our Overlapping Directors and Officers with MSG Sports, MSG Entertainment and/or AMC Networks May Result in the Diversion of Corporate Opportunities to MSG Sports, MSG Entertainment and/or AMC Networks and Other Conflicts and Provisions in Our Amended and Restated Certificate of Incorporation May Provide Us No Remedy in That Circumstance.
Our Overlapping Directors and Officers with MSG Sports, MSG Entertainment and/or AMC Networks May Result in the Diversion of Corporate Opportunities to MSG Sports, MSG Entertainment and/or AMC Networks and Other Conflicts and Provisions in Our Articles of Incorporation May Provide Us No Remedy in That Circumstance.
In addition to existing subscription DTC streaming services such as Amazon Prime, Hulu, Netflix, Apple TV+, Disney+, ESPN+, Max and Peacock and free advertiser-supported streaming television (“FAST”) channels that are offered directly to consumers at no cost, additional services have launched and more will likely launch in the near term, which may include sports-focused services that may compete with our networks for viewers and advertising revenue.
In addition to existing subscription DTC streaming services such as Amazon Prime, Hulu, Netflix, Apple TV+, Disney+, ESPN+, HBO Max and Peacock and FAST channels that are offered directly to consumers at no cost, additional services have launched and more will likely launch in the near term, which may include sports-focused services that may compete with our networks for viewers and advertising revenue.
The members of the Dolan Family Group holding Class B Common Stock are parties to a Stockholders Agreement, which has the effect of causing the voting power of the holders of our Class B Common Stock to be cast as a block with respect to all matters to be voted on by holders of our Class B Common Stock.
The members of the Dolan Family Group holding Class B Common Stock are parties to a Stockholders Agreement, which has the effect of causing the voting power of holders of our Class B Common Stock (other than the Excluded Trusts) to be cast as a block with respect to all matters to be voted on by such holders of our Class B Common Stock.
The Dolan Family Group is able to prevent a change in control of our 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, which includes the Excluded Trusts, is able to prevent a change in control of our Company and no person interested in acquiring us would be able to do so without obtaining the consent of the Dolan Family Group.
In addition, new regulations require us 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.
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.
General Data Protection Regulation, and changes in these laws; • the instability of foreign economies and governments; • war, acts of terrorism and the outbreak of epidemics or pandemics abroad; • anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K.
GDPR, and changes in these laws; • the instability of foreign economies and governments; • war, acts of terrorism and the outbreak of epidemics or pandemics abroad; • anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K.
If we are required to indemnify MSG Entertainment under the circumstances set forth in the Entertainment Tax Disaffiliation Agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position. The 2020 Entertainment Distribution Could Result in Significant Tax Liability.
If we are required to indemnify MSG Entertainment under the circumstances set forth in the Entertainment Tax Disaffiliation Agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position.
Interest rates have increased significantly (including in connection with rising inflation), and, as a result, our debt service obligations on our variable rate indebtedness have increased significantly even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, have correspondingly decreased.
Interest rates have increased significantly in recent years, and, as a result, our debt service obligations on our variable rate indebtedness have increased significantly even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, have correspondingly decreased.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−1 removed14 unchanged
Biggest changeOur policies and processes include, among other things: • regular system security testing; • a cybersecurity incident response policy (including the use of third-party vendors, as needed); • periodic and ongoing security awareness training for employees; • the use of several comprehensive vulnerability analysis systems to evaluate software vulnerabilities both internally and externally; and • mechanisms to detect and monitor unusual network activity.
Biggest changeOur policies and processes include, among other things: • regular system security testing; • a cybersecurity incident response policy (including the use of third-party vendors, as needed); • periodic and ongoing security awareness training for employees; • the use of several comprehensive vulnerability analysis systems to evaluate software vulnerabilities both internally and externally; and • mechanisms to detect and monitor unusual network activity. 41 The Company also requires that all third-party vendors that have access to or handle sensitive information undergo a risk-based vendor security assessment.
The Audit Committee reports to the Board of Directors at least annually regarding its responsibilities and actions taken throughout the year, which includes any significant activities regarding its oversight of risks from cybersecurity threats. 40 Although we have not been materially impacted by any cybersecurity incident to date, we are subject to cybersecurity threats, as discussed in Item 1A.
The Audit Committee reports to the Board of Directors at least annually regarding its responsibilities and actions taken throughout the year, which includes any significant activities regarding its oversight of risks from cybersecurity threats. Although we have not been materially impacted by any cybersecurity incident to date, we are subject to cybersecurity threats, as discussed in Item 1A.
The GC, the CFO and the Vice President, Internal Audit & SOX also attend quarterly meetings of the Audit Committee to provide quarterly reports with updates on, among other things, cybersecurity risks facing the Company.
The GC, the CFO and the Vice President, Internal Audit & SOX also attend quarterly meetings of the Audit Committee to provide quarterly reports with updates on, among other things, cybersecurity risks facing the Company and the occurrence of cybersecurity-related events during each quarter.
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The Company also requires that all third-party vendors that have access to or handle sensitive information undergo a risk-based vendor security assessment.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also lease approximately 810,000 square feet in Las Vegas, Nevada, under a ground lease for the land where Sphere in Las Vegas is located, and own approximately 230,000 square feet of property in Stratford, London. See “Item 1.
Biggest changeWe also lease approximately 810,000 square feet in Las Vegas, Nevada, under a ground lease for the land where Sphere in Las Vegas is located, and lease approximately 1,600 square feet of office space in Paddington, London. See “Item 1.
Our ability to continue to utilize these and other easements requires us to comply with certain conditions. Moreover, certain adjoining property owners have easements over our property, which we are required to maintain so long as those property owners meet certain conditions.
Our ability to continue to utilize these and other easements requires us to comply with certain conditions. Moreover, certain adjoining property owners have easements over our property, which we are required to maintain so long as those property owners meet certain conditions. 42
Business — Our Business — Sphere.” In addition, we lease approximately 14,000 square feet in Las Vegas, Nevada, related to office space and approximately 153,000 square feet in Burbank, California, where Sphere Studios has office space and content creation and testing facilities. Sphere in Las Vegas has the benefit of easements with respect to the pedestrian bridge to The Venetian.
Business — Our Business — Sphere.” In addition, we lease approximately 9,000 square feet in Las Vegas, Nevada, related to office space and approximately 153,000 square feet in Burbank, California, where Sphere Studios has office space and content creation and testing facilities. Sphere in Las Vegas has the benefit of easements with respect to the pedestrian bridge to The Venetian.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeA s of June 30, 2024, approximately $18 million has been accrued for by the Company in Accounts payable, accrued and other current liabilities (reduced from $20.5 million accrued as of March 31, 2024 in connection with the aforementioned settlement) .
Biggest changeA s of December 31, 2025, approximately $18 million has been accrued in Accrued expenses and other current liabilities (reduced from approximately $20.5 million accrued as of March 31, 2024 in connection with the aforementioned settlement) .
The MSGN Settlement Agreement provided for, among other things, the final dismissal of the MSG Networks Litigation in exchange for a settlement payment to the plaintiffs and the class of approximately $48.5 million, of which approximately $28 million has been paid by the Company and $20.5 million has been paid to the plaintiffs by insurers (who agreed to advance these costs subject to final resolution of the parties’ insurance coverage dispute).
The MSGN Settlement Agreement provided for, among other things, the final dismissal of the MSG Networks Litigation in exchange for a settlement payment to the plaintiffs and the class of approximately $48.5 million, of which approximately $28 million has been paid by the Company and approximately $20.5 million has been paid to the plaintiffs by insurers (who agreed to advance these costs subject to final resolution of the parties’ insurance coverage dispute).
Pursuant to the indemnity rights in its bylaws and Delaware law, the Company advanced 41 the costs incurred by defendants in this action, and defendants asserted indemnification rights in respect of any adverse judgment or settlement of the action.
Pursuant to the indemnity rights in its bylaws and Delaware law, the Company advanced the costs incurred by defendants in this action, and defendants asserted indemnification rights in respect of any adverse judgment or settlement of the action.
Although the outcome of these other lawsuits cannot be predicted with certainty (including the extent of available insurance, if any), management does not believe that resolution of these other lawsuits will have a material adverse effect on the Company. Item 4. Mine Safety Disclosures Not applicable. 42 PART II
Although the outcome of these other lawsuits cannot be predicted with certainty (including the extent of available insurance, if any), management does not believe that resolution of these other lawsuits will have a material adverse effect on the Company. 43 Item 4. Mine Safety Disclosures Not applicable. 44 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeBase Period 4/20/20 6/30/20 6/30/21 6/30/22 6/30/23 6/30/24 Sphere Entertainment Co. $ 100.00 $ 114.80 $ 128.53 $ 80.54 $ 90.81 $ 116.24 Russell 2000 Index 100.00 119.13 193.03 144.39 162.16 178.47 Bloomberg Americas Entertainment Index 100.00 123.07 283.23 149.70 177.25 178.79 This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Biggest changeAccordingly, we have used the S&P 500 Media & Entertainment Index as a replacement for the discontinued index and because the Bloomberg Americas Entertainment Index was discontinued, we are unable to compare our cumulative total return with that index. 45 Base Period 6/30/20 6/30/21 6/30/22 6/30/23 6/30/24 12/31/24 12/31/25 Sphere Entertainment Co. $ 100.00 $ 111.96 $ 70.16 $ 79.10 $ 101.25 $ 116.44 $ 274.58 Russell 2000 Index 100.00 162.03 121.20 136.11 149.80 164.24 185.28 S&P 500 Media & Entertainment Index 100.00 157.08 105.96 131.39 193.67 213.79 291.10 This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
The stock price performance included in this graph is not necessarily indicative of future stock performance. The Russell 2000 Index and the Bloomberg Americas Entertainment Index are included for comparative purposes only.
The stock price performance included in this graph is not necessarily indicative of future stock performance. The Russell 2000 Index and the S&P 500 Media & Entertainment Index are included for comparative purposes only.
The program was re-authorized by the Company’s Board of Directors on March 29, 2023. Under the authorization, shares of Class A Common Stock may be purchased from time to time in open market transactions, in accordance with applicable insider trading and other securities laws and regulations. The timing and amount of purchases will depend on market conditions and other factors.
Under the Stock Repurchase Program, shares of Class A Common Stock may be purchased from time to time in open market transactions, in accordance with applicable insider trading and other securities laws and regulations. The timing and amount of purchases will depend on market conditions and other factors.
Performance Graph The following graph compares the relative performance of our Class A Common Stock, the Russell 2000 Index and the Bloomberg Americas Entertainment Index. This graph covers the period from April 20, 2020 through June 30, 2024. The comparison assumes an investment of $100 on April 20, 2020 and reinvestment of dividends.
Performance Graph The following graph compares the relative performance of our Class A Common Stock, the Russell 2000 Index and the S&P 500 Media & Entertainment Index . This graph covers the period from June 30, 2020 through December 31, 2025. The comparison assumes an investment of $100 on June 30, 2020 and reinvestment of dividends.
No shares have been repurchased to date. Securities Authorized for Issuance Under Equity Compensation Plans The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days of our fiscal year end.
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this Item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days of the year ended December 31, 2025. Item 6. [RESERVED] 46
As of June 28, 2024, there were 649 holders of record of our Class A Common Stock. There is no public trading market for our Class B common stock. As of June 28, 2024, there were 14 holders of record of our Class B Common Stock.
As of December 31, 2025, there were 629 holders of record of our Class A Common Stock. There is no public trading market for our Class B common stock. As of December 31, 2025, there were 17 holders of record of our Class B Common Stock.
We did not pay any dividends on our common stock during Fiscal Year 2024 and do not have any current plans to pay a cash dividends on our common stock for the foreseeable future. 43 Issuer Purchases of Equity Securities On March 31, 2020, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $350 million of the Company’s Class A Common Stock.
We did not pay any dividends on our common stock during the year ended December 31, 2025 and do not have any current plans to pay cash dividends on our common stock for the foreseeable future.
Added
Pursuant to SEC rules, our performance graph must include both a broad market equity index and a published industry or line-of-business index (or a self-constructed peer index) in addition to our Class A Common Stock.
Added
The rules also require that if a registrant selects a different index from an index used for the immediately preceding fiscal year, it must (i) explain the reason for the change and (ii) compare the registrant’s total return with that of both the newly selected index and the index used in the immediately preceding fiscal year.
Added
With respect to the published industry index, in prior years, we used the Bloomberg Americas Entertainment Index; however, that index was discontinued in 2025.
Added
Issuer Purchases of Equity Securities On March 31, 2020, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $350 million of the Company’s Class A Common Stock, which was reauthorized on March 29, 2023 (the “Stock Repurchase Program”).
Added
For the three months ended December 31, 2025, the Company did not repurchase any shares of Class A Common Stock. During the year ended December 31, 2025, the Company repurchased approximately 1.1 million shares of Class A Common Stock for approximately $50 million.
Added
As of December 31, 2025, the Company had approximately $300 million remaining available for repurchases under the Stock Repurchase Program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFactors that may cause such differences to occur include, but are not limited to: • the substantial amount of debt we have incurred, the ability of our subsidiaries to make payments on, or repay or refinance, such debt under their respective credit facilities (including MSG Networks’ ability to successfully pursue a work-out with the lenders of its existing debt, and if successful, the terms of such work-out), the implications of a default under those credit facilities, our ability to make payments on our 3.50% Convertible Senior Notes (as defined below) and our ability to obtain additional financing, to the extent required, on terms favorable to us or at all; • the popularity of The Sphere Experience, as well as our ability to continue to attract advertisers and marketing partners, and audiences to attend, and artists to perform at, residencies, concerts and other events at Sphere in Las Vegas; • the successful development of The Sphere Experience and related original immersive productions and the investments associated with such development, as well as investment in personnel, content and technology for Sphere; • our ability to successfully design, construct, finance and operate new Sphere venues, and the investments, costs and timing associated with those efforts, including obtaining financing, the impact of inflation and any construction delays and/or cost overruns; • our ability to successfully implement cost reductions and reduce or defer certain discretionary capital projects, if necessary; • the level of our expenses and our operational cash burn rate, including our corporate expenses; • the demand for MSG Networks programming among Distributors and the number of subscribers thereto, and our ability to enter into and renew affiliation agreements with Distributors, or to do so on favorable terms, as well as the impact of consolidation among Distributors; • our ability to successfully execute MSG Networks’ strategy for its DTC and authenticated streaming product, MSG+, the success of such offering and our ability to adapt to new content distribution platforms or changes in consumer behavior resulting from emerging technologies; • the ability of our Distributors to minimize declines in subscriber levels; • the impact of subscribers selecting Distributors’ packages that do not include our networks or distributors that do not carry our networks at all; • MSG Networks’ ability to renew or replace its media rights agreements with professional sports teams and its ability to perform its obligations thereunder; • the relocation or insolvency of professional sports teams with which we have a media rights agreement; • general economic conditions, especially in the Las Vegas and New York City metropolitan areas where we have significant business activities; • the demand for advertising and marketing partnership offerings at Sphere and advertising and viewer ratings for our networks; 45 • competition, for example, from other venues (including the construction of new competing venues) and other regional sports and entertainment offerings; • our ability to effectively manage any impacts of future pandemics or public health emergencies, as well as renewed actions taken in response by governmental authorities or certain professional sports leagues, including ensuring compliance with rules and regulations imposed upon our venues, to the extent applicable; • the effect of any postponements or cancellations of events by third-parties or the Company as a result of future pandemics, due to operational challenges and other health and safety concerns; • the extent to which attendance at Sphere in Las Vegas may be impacted by government actions, health concerns of potential attendees or reduced tourism; • the security of our MSG Networks program signal and electronic data; • the on-ice and on-court performance and popularity of the professional sports teams whose games we broadcast on our networks; • changes in laws, guidelines, bulletins, directives, policies and agreements, and regulations under which we operate; • any economic, social or political actions, such as boycotts, protests, work stoppages or campaigns by labor organizations, including the unions representing players and officials of the NBA and the NHL, artists or employees involved in our productions or other work stoppages that may impact us or our business partners; • seasonal fluctuations and other variations in our operating results and cash flow from period to period; • business, reputational and litigation risk if there is a cyber or other security incident resulting in loss, disclosure or misappropriation of stored personal information, disruption of our Sphere or MSG Networks businesses or disclosure of confidential information or other breaches of our information security; • activities or other developments (such as pandemics, including the COVID-19 pandemic) that discourage or may discourage congregation at prominent places of public assembly, including our venue; • the level of our capital expenditures and other investments (and any impairment charges related thereto); • the acquisition or disposition of assets or businesses and/or the impact of, and our ability to successfully pursue, acquisitions or other strategic transactions; • our ability to successfully integrate acquisitions, new venues or new businesses into our operations; • the operating and financial performance of our strategic acquisitions and investments, including those we do not control; • our internal control environment and our ability to identify and remedy any future material weaknesses; • the costs associated with, and the outcome of, litigation and other proceedings to the extent uninsured, including litigation or other claims against companies we invest in or acquire; • the impact of governmental regulations or laws, changes in these regulations or laws or how those regulations and laws are interpreted, as well as our ability to maintain necessary permits, licenses and easements; • the impact of sports league rules, regulations and/or agreements and changes thereto; • financial community perceptions of our business, operations, financial condition and the industries in which we operate; • the ability of our investees and others to repay loans and advances we have extended to them; • the performance by our affiliated entities of their obligations under various agreements with us, as well as our performance of our obligations under such agreements and ongoing commercial arrangements; • the tax-free treatment of the MSGE Distribution and the distribution from MSG Sports in 2020; and • the additional factors described under “Part I — Item 1A.
Biggest changeFactors that may cause such differences to occur include, but are not limited to: • the substantial amount of debt we have incurred, the ability of our subsidiaries to make payments on, or repay or refinance, such debt under their respective credit facilities (including MSG Networks’ ability to make its quarterly principal amortization payments pursuant to its term loan facility), and, if unsuccessful, the implications thereof; • our ability to make payments on our 3.50% Convertible Senior Notes; • our ability to obtain additional financing, to the extent required, on terms favorable to us or at all; • the popularity of The Sphere Experience, as well as our ability to continue to attract advertisers and marketing partners, audiences to attend, and artists, entertainers and athletes to perform at, residencies, concerts and other events at Sphere in Las Vegas and other future Sphere venues; • the successful development of The Sphere Experience and related original immersive productions and the investments associated with such development, as well as investment in personnel, content and technology for Sphere; • our ability to successfully provide design, construction and pre- and post-opening services to Sphere partners, including DCT Abu Dhabi in connection with Sphere Abu Dhabi; • DCT Abu Dhabi’s ability to complete construction of Sphere Abu Dhabi; • our ability to negotiate and execute definitive agreements for the development of a Sphere venue at National Harbor, Maryland, as well as the receipt of certain governmental incentives and approvals from Prince George’s County and the State of Maryland related to the development and construction of the venue; • our ability to construct, finance and operate new Sphere venues, and the investments, costs and timing associated with those efforts, including obtaining financing, the impact of inflation and tariffs, and any construction delays; • general economic conditions, especially in the Las Vegas and New York City metropolitan areas where we have significant business activities, including the impact of a recession or a government shutdown on our business; • our ability to successfully implement cost reductions and reduce or defer certain discretionary capital projects, if necessary; • the level of our expenses and our operational cash burn rate, including our corporate expenses; • the demand for MSG Networks programming among Distributors and the number of subscribers thereto, and our ability to enter into and renew affiliation agreements with Distributors, including the terms of any such renewals, as well as the impact of consolidation among Distributors; • our ability to successfully execute MSG Networks’ strategy for its DTC and authenticated streaming offering, MSG+ (which is included in the Gotham Sports streaming product), the success of such offering and our ability to adapt to new content distribution platforms or changes in consumer behavior resulting from emerging technologies; • the ability of our Distributors to minimize declines in subscriber levels; 47 • any adverse changes in the distribution of our networks or the impact of subscribers selecting Distributors’ packages that do not include our networks or distributors that do not carry our networks at all; • MSG Networks’ ability to renew, renegotiate or replace its media rights agreements with professional sports teams and its ability to perform its obligations thereunder; • the relocation or insolvency of professional sports teams with which we have a media rights agreement; • the demand for advertising and marketing partnership offerings at Sphere and advertising sales and viewer ratings for our networks; • competition, for example, from other venues (including the construction of new competing venues) and other regional sports and entertainment offerings; • our ability to effectively manage any impacts of future pandemics or public health emergencies, as well as renewed actions taken in response by governmental authorities or certain professional sports leagues, including ensuring compliance with rules and regulations imposed upon our venues, to the extent applicable; • the effect of any postponements or cancellations of events by third-parties or the Company as a result of future pandemics, due to operational challenges, force majeure events and other health and safety concerns; • the extent to which attendance at Sphere in Las Vegas or future Sphere venues may be impacted by government actions, health concerns of potential attendees or reduced tourism; • the security of our MSG Networks program signal and electronic data; • the on-ice and on-court performance and popularity of the professional sports teams whose games we broadcast on our networks; • changes in laws, guidelines, bulletins, directives, policies and agreements, and regulations under which we operate; • any economic, social or political actions, such as boycotts, protests, work stoppages or campaigns by labor organizations, including the unions representing players and officials of the NBA and the NHL, artists or employees involved in our productions or other work stoppages that may impact us or our business partners; • seasonal fluctuations and other variations in our operating results and cash flow from period to period; • business, reputational and litigation risk if there is a cyber or other security incident resulting in loss, disclosure or misappropriation of stored personal information, disruption of our Sphere or MSG Networks businesses or disclosure of confidential information or other breaches of our information security; • activities or other developments (including pandemics, such as the COVID-19 pandemic) that discourage or may discourage congregation at prominent places of public assembly, including our venue; • the level of our capital expenditures and other investments (and any impairment charges related thereto); • the acquisition or disposition of assets or businesses and/or the impact of, and our ability to successfully pursue, acquisitions or other strategic transactions; • our ability to successfully integrate acquisitions, new venues or new businesses into our operations and secure intellectual property rights in territories where such businesses operate and/or conduct business; • the operating and financial performance of our strategic acquisitions and investments, including those we do not control, and the impact of goodwill and other impairments with respect to businesses (including as a result of changes to the MSG Networks business); • our internal control environment and our ability to identify and remedy any future material weaknesses; • the costs associated with, and the outcome of, litigation and other proceedings to the extent uninsured, including litigation or other claims against companies we invest in or acquire; • the impact of governmental regulations or laws, changes in these regulations or laws or how those regulations and laws are interpreted, as well as our ability to maintain necessary permits, licenses and easements; 48 • the impact of sports league rules, regulations and/or agreements and changes thereto; • financial community perceptions of our business, operations, financial condition and the industries in which we operate; • the ability of our investees and others to repay loans and advances we have extended to them; • the performance by our affiliated entities of their obligations under various agreements with us, as well as our performance of our obligations under such agreements and ongoing commercial arrangements; • the tax-free treatment of the MSGE Distribution and the distribution from MSG Sports in 2020; and • the additional factors described under “Part I — Item 1A.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations All dollar amounts included in the following MD&A are presented in thousands, except as otherwise noted. This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations All dollar amounts included in the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are presented in thousands, except as otherwise noted. This MD&A contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
In addition, management believes that the exclusion of gains and losses related to the remeasurement of liabilities under the Company’s 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 54 remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan are recognized in Operating income (loss) whereas gains and losses related to the remeasurement of the assets under the Company’s 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 income (expense), net, which is not reflected in Operating income (loss).
In addition, management believes that the exclusion of gains and losses related to the remeasurement of liabilities under the Company’s 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 Company’s Executive Deferred Compensation Plan are recognized in Operating income (loss) whereas gains and losses related to the remeasurement of the assets under the Company’s Executive Deferred Compensation Plan, which are equal to and therefore fully offset the gains and losses related to the remeasurement of liabilities, are recognized in Other (expense) income, net, which is not reflected in Operating income (loss).
The media rights acquired under these agreements to telecast various sporting events and other programming for exhibition on our networks are typically expensed on a straight-line basis over the applicable annual contract or license period. We negotiate directly with the teams to determine the fee and other provisions of the media rights agreements.
The media rights acquired under these agreements to telecast various sporting 52 events and other programming for exhibition on our networks are typically expensed on a straight-line basis over the applicable annual contract or license period. We negotiate directly with the teams to determine the fee and other provisions of the media rights agreements.
In situations where we license Sphere in Las Vegas to a third-party promoter under a license fee arrangement, day-of-event costs are typically included in the license fees charged to the promoter. Production Costs The Company incurs certain costs during the production phase of original immersive productions (which are part of The Sphere Experience) that are directly related to production activities.
In situations where we license Sphere in Las Vegas to a third-party promoter under a license fee arrangement, day-of-event costs are typically included in the license fees charged to the promoter. 51 Production Costs The Company incurs certain costs during the production phase of original immersive productions (which are part of The Sphere Experience) that are directly related to production activities.
Venue Usage The Company’s consolidated financial statements include expenses associated with the ownership, maintenance and operation of Sphere. 49 Marketing and Advertising Costs The Company incurs significant costs promoting The Sphere Experience and other events held at Sphere through various advertising campaigns, including advertising on social and digital platforms, television, outdoor platforms and radio, and in newspapers.
Venue Usage The Company’s consolidated financial statements include expenses associated with the ownership, maintenance and operation of Sphere. Marketing and Advertising Costs The Company incurs significant costs promoting The Sphere Experience and other events held at Sphere through various advertising campaigns, including advertising on social and digital platforms, television, outdoor platforms and radio, and in newspapers.
Risk Factors” included in this Form 10-K. 46 These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time.
Risk Factors” included in this Form 10-K. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time.
The license fee includes, for each seat in the suite, tickets for events at Sphere in Las Vegas for which tickets are sold to the general public, subject to certain exceptions. In addition, suite holders separately pay for food and beverage service in their suites at Sphere in Las Vegas.
The license fee includes, for each seat in the suite, tickets for events at Sphere in Las Vegas for which tickets are sold to the general 50 public, subject to certain exceptions. In addition, suite holders separately pay for food and beverage service in their suites at Sphere in Las Vegas.
Weak economic conditions may lead to lower demand for our entertainment offerings (including The Sphere Experience) and programming content, which would also negatively affect concession and merchandise sales, and could lead to lower levels of advertising, sponsorship and venue signage.
Weak economic conditions may lead to lower tourism and lower demand for our entertainment offerings (including The Sphere Experience) and programming content, which would also negatively affect concession and merchandise sales, and could lead to lower levels of advertising, sponsorship and venue signage.
Judgments and uncertainties may result in materially different amounts being reported under different conditions or using different assumptions. The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events.
Judgments and uncertainties may result in materially different amounts being reported under different conditions or using different assumptions. 78 The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events.
Ticket Sales and Suite Licenses For The Sphere Experience we recognize revenues from the sale of tickets to our audiences. We sell tickets to the public through our box office, via our websites and ticketing agencies.
Ticket Sales and Suite Licenses For The Sphere Experience we recognize revenues from the sale of tickets to our audiences. We sell tickets to the public through our box office, via our websites, ticketing agencies and through group sales.
Additionally, it incurs corporate and supporting department operating costs, including charges under the transition services agreement with MSG Entertainment (the “MSGE TSA”), and other operating expenses such as insurance, utilities, repairs and maintenance, labor related to the overall management of the Sphere segment, non-capitalizable content development and technology costs associated with the Company’s Sphere initiative, and depreciation and amortization expense related to certain corporate property, equipment and leasehold improvements.
Additionally, it incurs corporate and supporting department operating costs, including charges under the transition services/services agreement with MSG Entertainment, and other operating expenses such as insurance, utilities, repairs and maintenance, labor related to the overall management of the Sphere segment, non-capitalizable content development and technology costs associated with the Company’s Sphere initiative, and depreciation and amortization expense related to certain corporate property, equipment and leasehold improvements.
Credit Facilities and Convertible Notes to the consolidated financial statements included in Item 8 of this Form 10-K for more information surrounding the principal repayments required under the credit agreements. (c) Pension obligations have been excluded from the table above as the timing of the future cash payments is uncertain. See Note 14.
Credit Facilities and Convertible Notes to the consolidated financial statements included in Item 8 of this Form 10-K for more information surrounding the principal repayments required under the credit agreements. (c) Pension obligations have been excluded from the table above as the timing of the future cash payments is uncertain. See Note 15.
Factors Affecting Operating Results The operating results of our Sphere segment are largely dependent on our ability to continue to attract (i) audiences to The Sphere Experience, (ii) advertisers and marketing partners, and (iii) guests to attend, and artists to perform at, residencies, concerts and other events at our venue.
Factors Affecting Operating Results The operating results of our Sphere segment are largely dependent on our ability to continue to attract (i) audiences to The Sphere Experience, (ii) advertisers and marketing partners, and (iii) guests to attend, and artists, entertainers and athletes, to perform at, residencies, concerts and other events at our venue.
Venue License Fees For entertainment events held at Sphere that we do not produce, promote or co-promote, we typically earn revenue from venue license fees charged to the third-party promoter or producer of the event (including live entertainment, marquee sporting and corporate events).
Venue License Fees For entertainment events held at Sphere that we do not produce, promote or co-promote, we typically earn revenue from venue license fees charged to the third-party promoter or producer of the event (including live entertainment, marquee sporting and brand events).
MSG Networks is a party to long-term media rights agreements with the Knicks and the Rangers, which provide the Company with the exclusive live media rights to the teams’ games in their local markets. In addition, MSG Networks has multi-year media rights agreements with the Islanders, Devils and Sabres.
MSG Networks is a party to media rights agreements with the Knicks and the Rangers, which provide the Company with the exclusive live media rights to the teams’ games in their local markets. In addition, MSG Networks has multi-year media rights agreements with the Islanders, Devils and Sabres.
See Note 19. Segment Information to the consolidated financial statements included in Item 8 of this Form 10-K for further discussion on the definition of AOI.
See Note 20. Segment Information to the consolidated financial statements included in Item 8 of this Form 10-K for further discussion on the definition of AOI.
We define adjusted operating income (loss) as operating income (loss) excluding: (i) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets, (ii) amortization for capitalized cloud computing arrangement costs, (iii) share-based compensation expense, (iv) restructuring charges or credits, (v) merger and acquisition-related costs, net of insurance recoveries, (vi) gains or losses on sales or dispositions of businesses and associated settlements, (vii) the impact of purchase accounting adjustments related to business acquisitions, and (viii) gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan.
We define adjusted operating income (loss) as operating income (loss) excluding: (i) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets, (ii) amortization for capitalized cloud computing arrangement costs, (iii) share-based compensation expense, (iv) restructuring charges or credits, (v) merger, debt work-out, and acquisition-related costs, including merger-related litigation expenses, net of insurance recoveries, (vi) gains or losses on sales or dispositions of businesses and associated settlements, (vii) the impact of purchase accounting adjustments related to business acquisitions, and (viii) gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan.
These commitments are presented exclusive of the imputed interest used to reflect the payment’s present value. See Note 10. Leases to the consolidated financial statements included in Item 8 of this Form 10-K for more information. (b) See Note 13.
These commitments are presented exclusive of the imputed interest used to reflect the payment’s present value. See Note 11. Leases to the consolidated financial statements included in Item 8 of this Form 10-K for more information. (b) See Note 14.
See Note 17. Income Taxes to the consolidated financial statements included in Item 8 of this Form 10-K for further details on the components of income tax and a reconciliation of the statutory federal rate to the effective tax rate.
Income Taxes to the consolidated financial statements included in Item 8 of this Form 10-K for further details on the components of income tax and a reconciliation of the statutory federal rate to the effective tax rate.
Under certain circumstances, MSG LV is required to make mandatory prepayments on the loan, including prepayments in an amount equal to the net cash proceeds of casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), subject to certain exceptions. Covenants.
Under certain circumstances, MSG LV is required to make mandatory prepayments on the loans, including prepayments in an amount equal to the net cash proceeds of casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), subject to certain exceptions. Interest Rates.
Although Sphere has been embraced by guests, artists, promoters, advertisers and marketing partners, and we anticipate that Sphere will generate substantial revenue and adjusted operating income on an annual basis over time, there can be no assurance that guests, artists, promoters, advertisers and marketing partners will continue to embrace this new platform.
Although Sphere has been embraced by guests, artists, promoters, advertisers and marketing partners, and the Company anticipates that Sphere will generate substantial revenue and adjusted operating income on an annual basis over time, there can be no assurance that guests, artists, promoters, advertisers and marketing partners will continue to embrace this platform.
Certain of these factors in turn depend on the popularity and/or performance of the professional sports teams whose games we broadcast on our networks. Our Company’s future performance is dependent in part on general economic conditions and the effect of these conditions on our customers.
Certain of these factors in turn depend on the popularity and/or performance of the professional sports teams whose games MSG Networks broadcasts on its networks. Our Company’s future performance is dependent in part on general economic conditions and the effect of these conditions on our customers.
We may also use cash to repurchase our common stock. Our decisions as to the use of our available liquidity will be based upon the ongoing review of the funding needs of our businesses, the optimal allocation of cash resources, and the timing of cash flow generation.
The Company may also use cash to repurchase its common stock. The Company’s decisions as to the use of its available liquidity will be based upon the ongoing review of the funding needs of its businesses, the optimal allocation of cash resources, and the timing of cash flow generation.
To the extent that our efforts do not result in viable shows, or to the extent that any such productions do not achieve expected levels of popularity among audiences, we may not generate the cash flows from operations necessary to fund our operations.
To the extent that the Company’s efforts do not result in viable shows, or to the extent that any such productions do not achieve expected levels of popularity among audiences, the Company may not generate the cash flows from operations necessary to fund its operations.
The venue can accommodate up to 20,000 guests and can host a wide variety of events year-round, including The Sphere Experience TM , which features original immersive productions, as well as concerts and residencies from renowned artists, and marquee sports and corporate events.
The venue can accommodate up to 20,000 guests and hosts a wide variety of events year-round, including The Sphere Experience, which features original immersive productions, as well as concerts and residencies from renowned artists, and marquee sports and brand events (formerly referred to as corporate events).
The discussion of our financial condition and liquidity includes summaries of our primary sources of liquidity, our contractual obligations and off balance sheet arrangements that existed at June 30, 2024. Seasonality of Our Business. This section discusses the seasonal performance of our business . Recently Issued Accounting Pronouncements and Critical Accounting Policies .
The discussion of our financial condition and liquidity includes summaries of our primary sources of liquidity, our contractual obligations and off balance sheet arrangements that existed at December 31, 2025. Seasonality of Our Business. This section discusses the seasonal performance of our business . Recently Issued Accounting Pronouncements and Critical Accounting Policies .
To the extent we do not realize expected cash flows from operations from Sphere, we would have to take several actions to improve our financial flexibility and preserve liquidity, including significant reductions in both labor and non-labor expenses as well as reductions and/or deferrals in capital spending.
To the extent the Company does not realize expected cash flows from operations from Sphere, it would have to take several actions to improve its financial flexibility and preserve liquidity, including significant reductions in both labor and non-labor expenses as well as reductions and/or deferrals in capital spending.
Production efforts are supported by Sphere Studios TM , an immersive content studio dedicated to creating multi-sensory experiences exclusively for Sphere. Sphere Studios, is home to a team of creative, production, technology and software experts who provide full in-house creative and production services.
Production efforts for Sphere events are supported by Sphere Studios, an immersive content studio dedicated to creating multi-sensory experiences exclusively for Sphere, using proprietary technology, tools and production facilities. Sphere Studios is home to a team of creative, production, technology and software engineering experts who provide full in-house creative and production services.
All obligations under the MSGN Credit Agreement, including the guarantees of those obligations, are secured by certain assets of MSGN L.P. and each MSGN Guarantor (collectively, “MSGN Collateral”), including, but not limited to, a pledge of the equity interests in MSGN L.P. held directly by the MSGN Holdings Entities and the equity interests in each MSGN Subsidiary Guarantor held directly or indirectly by MSGN L.P. 62 LV Sphere Term Loan Facility General.
All obligations under the A&R MSGN Credit Agreement, including the guarantees of those obligations, are secured by certain of the assets of MSGN L.P. and each MSGN Guarantor (collectively, “MSGN Collateral”), including, but not limited to, a pledge of the equity interests in MSGN L.P. held directly by the MSGN Holdings Entities and the equity interests in each MSGN Subsidiary Guarantor held directly or indirectly by MSGN L.P.
Under the authorization, shares of Class A Common Stock may be purchased from time to time in open market transactions, in accordance with applicable insider trading and other securities laws and regulations. The timing and amount of purchases will depend on market conditions and other factors. No shares have been repurchased under the share repurchase program to date.
Under the authorization, shares of Class A Common Stock may be purchased from time to time in open market transactions, in accordance with applicable insider trading and other securities laws and regulations. The timing and amount of purchases will depend on market conditions and other factors.
In addition to the covenants described above, the LV Sphere Term Loan Facility and the related guaranty and security and pledge agreements contain certain customary representations and warranties, affirmative and negative covenants and events of default.
Covenants. In addition to the financial covenants described above, the 2026 LV Sphere Facilities and the related guaranty and security and pledge agreements contain certain customary representations and warranties, affirmative and negative covenants and events of default.
Credit Facilities and Convertible Notes to the consolidated financial statements included in Item 8 of this Form 10-K for discussions of the Company’s debt obligations and various financing arrangements. 61 MSG Networks Credit Facilities General.
Credit Facilities and Convertible Notes to the consolidated financial statements included in Item 8 of this Form 10-K for discussions of the Company’s debt obligations and various financing arrangements. MSGN Term Loan Facility General.
Typically, revenues from our merchandise sales at our non-proprietary events relate to sales of merchandise provided by the artist, the producer or promoter of the event and are generally subject to a revenue sharing arrangement and are generally recorded on a net basis (as agent). See Note 2.
Typically, the revenues we earn from merchandise sales at events other than The Sphere Experience relate to sales of merchandise provided by the artist, the producer or promoter of the event and are generally subject to a revenue sharing arrangement and are generally recorded on a net basis (as agent). See Note 2.
Subject to customary notice and minimum amount conditions, MSGN L.P. may voluntarily repay outstanding loans under the MSGN Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurodollar loans).
Subject to customary notice and minimum amount conditions, MSGN L.P. may voluntarily prepay outstanding loans under the A&R MSGN Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Term Benchmark (as defined in the A&R MSGN Credit Agreement) loans).
The amount of revenue and expense recorded for a given event depends to a significant extent on whether the Company is promoting or co-promoting the event or is licensing the venue to a third party. For Fiscal Year 2024, the Sphere segment represented approximately 48.4% of our consolidated revenues.
The amount of revenue and expense recorded for a given event depends to a significant extent on whether the Company is promoting or co-promoting the event or is licensing the venue to a third party. For the year ended December 31, 2025, the Sphere segment represented approximately 64% of our consolidated revenues.
All obligations under the MSGN Credit Agreement are guaranteed by the MSGN Holdings Entities and MSGN L.P.’s existing and future direct and indirect domestic subsidiaries that are not designated as excluded subsidiaries or unrestricted subsidiaries (the “MSGN Subsidiary Guarantors,” and together with the MSGN Holdings Entities, the “MSGN Guarantors”).
All obligations under the A&R MSGN Credit Agreement are guaranteed by the MSGN Holdings Entities and MSGN L.P.’s direct and indirect domestic subsidiaries that are not designated as unrestricted subsidiaries (the “MSGN Subsidiary Guarantors” and, together with the MSGN Holdings Entities, the “MSGN Guarantors”).
The Company eliminates merger and acquisition-related 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.
The Company eliminates merger, debt work-out, and acquisition-related costs, including merger-related litigation expenses, net of insurance recoveries, when applicable, because the Company does not consider such costs to be indicative of the ongoing 56 operating performance of the Company as they result from an event that is of a non-recurring nature, thereby enhancing comparability.
The fees we receive depend largely on the demand from subscribers for our programming. Advertising Revenue MSG Networks’ advertising revenue is largely derived from the sale of inventory in its live professional sports programming. As such, a disproportionate share of this revenue is earned in the second and third fiscal quarters.
The fees we receive depend largely on the demand from subscribers for our programming. Advertising Revenue MSG Networks’ advertising revenue is largely derived from the sale of inventory in its live professional sports programming. As such, a disproportionate share of this revenue is earned in the three months ending March 31 and December 31.
The studio campus in Burbank includes a 68,000-square-foot development facility, as well as Big Dome, a 28,000-square-foot, 100-foot high custom dome, with a quarter-sized version of the screen at Sphere in Las Vegas, that serves as a specialized screening, production facility, and lab for content at Sphere.
The studio campus in Burbank includes a 68,000-square-foot development facility, as well as Big Dome, a 28,000-square-foot, 100-foot high custom dome, with a quarter-sized version of the interior display plane at Sphere in Las Vegas, that serves as a specialized screening, production facility, and lab for content at Sphere. The Company is focused on creating a global network of Spheres.
Interest expense Interest expense for Fiscal Year 2024 increased $79,868, as compared to the prior year primarily due to (i) the Company discontinuing the capitalization of interest expense during the second quarter of Fiscal Year 2024 as assets were placed in service following the opening of the Sphere in Las Vegas in September 2023 and (ii) interest expense on the 3.50% Convertible Senior Notes, which were issued in December 2023 .
Interest expense Interest expense for the six months ended December 31, 2024 increased $31,560 as compared to the six months ended December 31, 2023 primarily due to (i) the Company discontinuing the capitalization of interest expense during the three months ended December 31, 2023 as assets were placed in service following the opening of Sphere in Las Vegas in September 2023 and (ii) interest expense on the 3.50% Convertible Senior Notes, which were issued in December 2023 .
The Company believes that if the fair value of the reporting unit exceeds its carrying value by greater than 10%, a sufficient safety margin has been realized.
The Company believes that if the fair value of the reporting unit exceeds its carrying value by greater than 10%, a sufficient safety margin has been realized. For the Company’s MSG Networks reporting unit, the Company performed a quantitative assessment of impairment.
We will continue to explore additional domestic and international markets where we believe Sphere venues can be successful. The Company’s intention for any future venues is to utilize several options, such as joint ventures, equity partners, a managed venue model and non-recourse debt financing. Financing Agreements See Note 13.
The Company will continue to explore additional domestic and international markets where it believes Sphere venues can be successful. The Company’s intention for any future venues is to utilize several options, such as joint ventures, equity partners, a managed venue or franchise model, sale-leaseback arrangements and debt financing. Financing Agreements See Note 14.
Guarantors and Collateral . All obligations under the LV Sphere Term Loan Facility are guaranteed by Sphere Entertainment Group.
Guarantors and Collateral. All obligations under the 2026 LV Sphere Facilities are guaranteed by Sphere Entertainment Group.
Original immersive productions, such as Postcard From Earth , have not been previously pursued on the scale of Sphere, which increases the uncertainty of our operating expectations.
Original immersive productions, such as Postcard From Earth, V-U2 An Immersive Concert Film and The Wizard of Oz at Sphere, have not been previously pursued on the scale of Sphere, which increases the uncertainty of our operating expectations.
MSGN L.P., MSGN Eden, LLC, an indirect subsidiary of the Company and the general partner of MSGN L.P., Regional MSGN Holdings LLC, an indirect subsidiary of the Company and the limited partner of MSGN L.P.
(“MSGN Eden”), Regional MSGN Holdings LLC, an indirect , wholly-owned subsidiary of the Company and the limited partner of MSGN L.P.
Upon a payment default in respect of principal, interest or other amounts due and payable under the MSGN Credit Agreement or related loan documents, default interest will accrue on all overdue amounts at an ad ditional rate of 2.00% per annum.
Upon a payment default in respect of principal, interest or other amounts due and payable under the A&R MSGN Credit Agreement or related loan documents, default interest will accrue on all overdue amounts at an additional rate of 2.00% per annum. The interest rate on the MSGN Term Loan Facility as of December 31, 2025 was 8.82%. Covenants.
For Fiscal Year 2024, right fees expense increased $2,077 primarily due to the impact of annual contractual rate increases, substantially offset by reductions resulting from fewer NBA and NHL games made available to MSG Networks for exclusive broadcast.
For the six months ended December 31, 2024, right fees expense increased $916 primarily due to the impact of annual contractual rate increases, partially offset by the net impact of reductions resulting from fewer NBA and NHL games made available to MSG Networks for exclusive broadcast.
The changes in revenues were attributable to the following: Year Ended June 30, 2024 Decrease in distribution revenue $ (42,551) Increase in advertising revenue 1,622 Other net decreases (562) $ (41,491) In June 2023, MSG Networks introduced MSG+, a DTC and authenticated streaming product, which allows subscribers to access MSG Network and MSG Sportsnet as well as on demand content across various devices.
The changes in revenues were attributable to the following: Six Months Ended December 31, 2024 Decrease in distribution revenue $ (17,965) Increase in advertising revenue 1,705 Other net decreases (215) $ (16,475) In June 2023, MSG Networks introduced MSG+, a DTC and authenticated streaming product, which allows subscribers to access MSG Network and MSG Sportsnet as well as on demand content across various devices.
If performance obligations are concluded to meet the definition of a series, the contractual fees for all years during the contract term are aggregated and the related revenue is recognized proportionately as the underlying performance obligations are satisfied. 66 The timing of revenue recognition for each performance obligation is dependent upon the facts and circumstances surrounding the Company’s satisfaction of its respective performance obligation.
If performance obligations are concluded to meet the definition of a series, the contractual fees for all years during the contract term are aggregated and the related revenue is recognized proportionately as the underlying performance obligation is satisfied.
Other direct programming and production-related costs include, but are not limited to, the salaries of on-air personalities, producers, directors, technicians, writers and other creative staff, as well as expenses associated with location costs, remote facilities and maintaining studios, origination, and transmission services and facilities. 50 Other Expenses The Company’s selling, general and administrative expenses primarily consist of administrative costs, including compensation, professional fees, advertising sales commissions, as well as sales and marketing costs, including non-event related advertising expenses.
Other direct programming and production-related costs include, but are not limited to, the salaries of on-air personalities, producers, directors, technicians, writers and other creative staff, as well as expenses associated with location costs, remote facilities and maintaining studios, origination, and transmission services and facilities.
The decreased adjusted operating loss was primarily due to an increase in revenues, partially offset by an increase in direct operating expenses and selling, general and administrative expenses (excluding share-based compensation expense and merger and acquisition related costs, net of insurance recoveries). 57 MSG Networks The tables below set forth, for the periods presented, certain historical financial information and a reconciliation of operating income to adjusted operating income for the Company’s MSG Networks segment.
Adjusted operating loss Adjusted operating loss for the six months ended December 31, 2024 improved $41,880 to $27,099 as compared to the six months ended December 31, 2023, primarily due to an increase in revenues, partially offset by an increase in direct operating expenses and selling, general and administrative expenses (excluding share-based compensation expense and merger, debt work-out, and acquisition-related costs, including merger-related litigation expenses, net of insurance recoveries). 69 MSG Networks The tables below set forth, for the periods presented, certain historical financial information and a reconciliation of operating (loss) income to adjusted operating income for the Company’s MSG Networks segment.
The venue has a number of revenue streams, including The Sphere Experience (which includes original immersive productions), advertising and marketing partnerships, and concert residencies, corporate and marquee sporting events, each of which the Company expects to become significant over time.
See “Part I — Item 1. Our Business — Sphere” in this Form 10-K. The venue has a number of revenue streams, including The Sphere Experience (which includes original immersive productions), advertising and marketing partnerships, concert residencies, and brand and marquee sporting events, each of which the Company expects to become significant over time.
Sponsorship, Signage and Exosphere Advertising We earn (or may in the future earn) revenues through the sale of advertising, signage space and sponsorship rights in connection with Sphere, The Sphere Experience and third-party live entertainment events, including advertising displayed on the Exosphere. 48 Sponsorship agreements may require us to use the name, logos and other trademarks of sponsors in our advertising and in promotions for Sphere, The Sphere Experience and other live entertainment events.
Sponsorship, Signage and Exosphere Advertising We earn (or may in the future earn) revenues through the sale of advertising, signage space and sponsorship rights in connection with Sphere, The Sphere Experience and third-party live entertainment events, including advertising displayed on the Exosphere.
In addition to the financial covenants discussed above, the MSGN Credit Agreement and the related security agreement contain certain customary representations and warranties, affirmative covenants, and events of default.
The A&R MSGN Credit Agreement and the related security agreement contain certain customary representations and warranties, and certain affirmative covenants and events of default.
For Fiscal Year 2024 , this segment represented approximately 51.6% of our consolidated revenues. Distribution Revenue Distribution revenue includes both affiliation fee revenue earned from Distributors for the right to carry the Company’s networks as well as revenue earned from subscriptions and single game purchases on the Company’s DTC and authenticated streaming product.
For the year ended December 31, 2025, this segment represented approximately 36% of our consolidated revenues. Distribution Revenue Distribution revenue includes both affiliation fee revenue earned from Distributors for the right to carry the Company’s networks as well as revenue earned from DTC subscriptions and single game purchases on MSG+, which is included in the Gotham Sports streaming product .
Segment Information to the consolidated financial statements included in Item 8 of this Form 10-K. On March 31, 2020, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $350,000 of the Company’s Class A Common Stock. The program was re-authorized by the Company’s Board of Directors on March 29, 2023.
On March 31, 2020, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $350,000 of the Company’s Class A Common Stock. The program was re-authorized by the Company’s Board of Directors on March 29, 2023.
Impairment of Long-Lived and Indefinite-Lived Assets The Company’s long-lived and indefinite-lived assets accounted for approximately 79% of the Company’s consolidated total assets as of June 30, 2024 and consisted of the following: As of June 30, 2024 Goodwill $ 470,152 Intangible assets, net 31,940 Property and equipment, net 3,158,420 Right-of-use lease assets 106,468 $ 3,766,980 In assessing the recoverability of the Company’s long-lived and indefinite-lived assets when there is an indicator of potential impairment, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets.
Impairment of Long-Lived and Indefinite-Lived Assets The Company’s long-lived and indefinite-lived assets accounted for approximately 75% of the Company’s consolidated total assets as of December 31, 2025 and consisted of the following: As of December 31, 2025 Goodwill $ 344,772 Intangible assets, net 21,817 Property and equipment, net 2,710,643 Right-of-use lease assets 91,372 $ 3,168,604 In assessing the recoverability of the Company’s long-lived and indefinite-lived assets when there is an indicator of potential impairment, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets.
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.
The Company uses revenues and AOI measures as the most important indicators of its business performance, and evaluates management’s effectiveness with specific reference to these indicators. AOI should be viewed as a supplement to and not a substitute for operating loss, net loss, cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP.
The increased operating loss was primarily due to the increase in direct operating expenses, selling, general and administrative expenses, higher depreciation and amortization, and an increase in impairment and other losses, net, offset by an increase in revenues and a decrease in restructuring charges.
The decrease in operating income was primarily due to an increase in impairment and other losses, net, and, to a lesser extent, a decrease in revenues, an increase in selling, general and administrative expenses, and to a lesser extent, an increase in direct operating expenses.
Business Overview The Company is a premier live entertainment and media company comprised of two reportable segments, Sphere and MSG Networks. Sphere is a next-generation entertainment medium, and MSG Networks operates two regional sports and entertainment networks, as well as a DTC and authenticated streaming product.
Business Overview The Company is a leader in immersive experiences, technology and media and is comprised of two reportable segments, Sphere and MSG Networks. Sphere is an experiential medium powered by advanced technologies, and MSG Networks operates two regional sports and entertainment networks, as well as a DTC and authenticated streaming product.
The net increase was attributable to the following: Year Ended June 30, 2024 Decrease in adjusted operating loss of the Sphere segment $ 230,866 Decrease in adjusted operating income of the MSG Networks segment (27,615) $ 203,251 55 Business Segment Results Sphere The table below sets forth, for the periods presented, certain historical financial information and a reconciliation of operating loss to adjusted operating loss for the Company’s Sphere segment.
The net increase was attributable to the following: Year Ended December 31, 2025 Increase in adjusted operating income of the Sphere segment 164,225 Decrease in adjusted operating income of the MSG Networks segment (12,241) $ 151,984 57 58 Business Segment Results Sphere The table below sets forth, for the periods presented, certain historical financial information and a reconciliation of operating loss to adjusted operating income (loss) for the Company’s Sphere segment.
MSGN L.P. is required to make mandatory prepayments in certain circumstances, including without limitation from the net cash proceeds of certain sales of assets (including MSGN Collateral) or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights) and the incurrence of certain indebtedness, subject to certain exceptions. Covenants.
MSGN L.P. is further required to make mandatory prepayments in certain circumstances, including from the net cash proceeds of certain dispositions of assets or casualty insurance and/or condemnation awards (subject to a threshold below which payments are not required, as well as certain reinvestment, repair and replacement rights) and upon the incurrence of indebtedness (subject to certain exceptions).
The goodwill balance reported on the Company’s consolidated balance sheets as of June 30, 2024 by reportable segment was as follows: As of June 30, 2024 Sphere 45,644 MSG Networks 424,508 $ 470,152 The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred.
The goodwill balance reported on the Company’s consolidated balance sheets as of December 31, 2025 by reporting unit was as follows: Sphere MSG Networks Total Balance as of June 30, 2024 $ 45,644 $ 424,508 $ 470,152 Acquisitions 1,220 — 1,220 Impairments — (61,200) (61,200) Balance as of December 31, 2024 $ 46,864 $ 363,308 $ 410,172 Impairments — (65,400) (65,400) Balance as of December 31, 2025 $ 46,864 $ 297,908 $ 344,772 The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred.
This section provides an analysis of our results of operations for Fiscal Years 2024, 2023 and 2022 on both a (i) consolidated basis and (ii) segment basis . Liquidity and Capital Resources. This section provides a discussion of our financial condition and liquidity, as well as an analysis of our cash flows for Fiscal Years 2024, 2023 and 2022.
This section provides an analysis of our results of operations for the years ended December 31, 2025 and December 31, 2024 and six months ended December 31, 2024 and December 31, 2023 on both a (i) consolidated basis and (ii) segment basis . Liquidity and Capital Resources.
The Company allocates the transaction price for such arrangements to each performance obligation within the arrangement based on the estimated relative standalone selling price of the performance obligation.
The timing of revenue recognition for each performance obligation is dependent upon the facts and circumstances surrounding the Company’s satisfaction of its respective performance obligation. The Company allocates the transaction price for such arrangements to each performance obligation within the arrangement based on the estimated relative standalone selling price of the performance obligation.
If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. 67 The estimates of the fair values of the Company’s reporting units are primarily determined using discounted cash flows, comparable market transactions or other acceptable valuation techniques, including the cost approach.
If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, a quantitative goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill.
Other Long-Lived Assets For other long-lived assets, including right-of-use lease assets and intangible assets that are amortized, the Company evaluates assets for recoverability when there is an indication of potential impairment.
See “Part I — Item 1A. Risk Factors — Risks Related to Our MSG Networks Business” for more information about the risks related to the MSG Networks business. Other Long-Lived Assets For other long-lived assets, including right-of-use lease assets and intangible assets that are amortized, the Company evaluates assets for recoverability when there is an indication of potential impairment.
The MSGN Credit Agreement contains certain restrictions on the ability of MSGN L.P. and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the MSGN Credit Agreement, including the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) changing their lines of business; (vi) engaging in certain transactions with affiliates; (vii) amending specified material agreements; (viii) merging or consolidating; (ix) making certain dispositions; and (x) entering into agreements that restrict the granting of liens.
The A&R MSGN Credit Agreement contains significant restrictions (and in some cases prohibitions) on the ability of MSGN L.P. and the MSGN Subsidiary Guarantors (as defined below) to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the A&R MSGN Credit Agreement, including without limitation the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating or granting liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) changing its lines of business; (vi) engaging in certain transactions with affiliates; (vii) amending specified agreements; (viii) with respect to restricted subsidiaries, issuing shares of stock such that MSGN L.P.’s ownership of any such restricted subsidiary is reduced; (ix) merging, dissolving, liquidating, consolidating, or disposing of all or substantially all of its assets; (x) making certain dispositions; (xi) making certain changes to its accounting practices; (xii) entering into agreements that restrict the granting of liens; (xiii) requesting any borrowing the proceeds of which are used in violation of anti-corruption laws or sanctions; (xiv) engaging in a liability management transaction; and (xv) limiting certain operating expenses incurred by MSGN L.P. and the MSGN Guarantors (as defined below).
The amount of an impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company elected to perform the qualitative assessment of impairment for all of the Company’s reporting units for the Fiscal Year 2024 annual impairment test.
The amount of any remaining goodwill impairment loss is subsequently measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company elected to perform the qualitative assessment of impairment for its Sphere reporting unit during the quarterly period ended September 30, 2025.
In this MD&A, there are statements concerning our future operating and future financial performance, including (i) the ability of MSG Networks to successfully pursue a work-out with the lenders of its existing debt, (ii) the success of Sphere and The Sphere Experience, (iii) timing and costs of new venue construction and Sphere immersive productions content, (iv) our ability to reduce or defer certain discretionary capital projects, (v) our plans for possible additional debt financing and (vi) our execution of the strategy for and the success of MSG Networks’ DTC and authenticated streaming product, MSG+.
In this MD&A, there are statements concerning our future operating and future financial performance, including (i) the success of Sphere and The Sphere Experience and development of new immersive productions content, (ii) our plans to bring Sphere to Abu Dhabi, United Arab Emirates, under a franchise model, and to National Harbor, Maryland (iii) our ability to reduce or defer certain discretionary capital projects, (iv) our plans for possible additional debt financing and (v) MSG Networks subscriber declines.
Operating income For Fiscal Year 2024, operating income increased $42,635, or 44%, to $139,143 as compared to the prior year. The increase in operating income was primarily due to the decrease in selling, general and administrative expenses, partially offset by the decrease in revenues and to a lesser extent, the increase in direct operating expenses.
Operating income For the year ended December 31, 2025, operating income decreased $10,087, or 21%, to $38,593 as compared to the prior year primarily due to the decrease in revenues and, to a lesser extent, the higher selling, general and administrative expenses, partially offset by the decrease in direct operating expenses.
The Company has letters of credit relating to operating leases which are supported by cash and cash equivalents that are classified as restricted. 64 Cash Flow Discussion As of June 30, 2024, cash, cash equivalents and restricted cash totaled $573,233, as compared to $429,114 as of June 30, 2023 and $760,312 as of June 30, 2022.
The Company has letters of credit relating to operating leases which are supported by cash and cash equivalents that are classified as restricted. 76 Cash Flow Discussion As of December 31, 2025, cash, cash equivalents and restricted cash totaled $521,264, as compared to $515,633 and $627,827 as of December 31, 2024 and 2023, respectively.
Borrowings under the MSGN Credit Agreement bear interest at a floating rate, which at the option of MSGN L.P. may be either (i) a base rate plus an additional rate ranging fr om 0.25% to 1.25% per annum (determined based on a total net leverage ratio), or (ii) adjusted Term SOFR (i.e., Term SOFR plus 0.10%) plus an additional rate ranging from 1.25% to 2.25% per annum (determined based on a total leverage ratio) .
Borrowings under the A&R MSGN Credit Agreement bear interest at a rate per annum, which at the option of MSGN L.P., may be equal to either (i) adjusted Term SOFR (i.e., Term SOFR as defined in the A&R MSGN Credit Agreement, plus 0.10%) plus 5.00% or (ii) Alternate Base rate, as defined in the A&R MSGN Credit Agreement, plus 4.00%.
All obligations under the LV Sphere Term Loan Facility, including the guarantees of those obligations, are secured by all of the assets of MSG LV and certain assets of Sphere Entertainment Group including, but not limited to, MSG LV’s leasehold interest in the land on which Sphere in Las Vegas is located, and a pledge of all of the equity interests held directly by Sphere Entertainment Group in MSG LV. 3.50% Convertible Senior Notes On December 8, 2023, the Company completed the Offering of $258,750 in aggregate principal amount of its 3.50% Convertible Senior Notes which amount includes the full exercise of the initial purchasers’ option to purchase additional 3.50% Convertible Senior Notes.
All obligations under the 2026 LV Sphere Facilities, including the guarantees of those obligations, are secured by all of the assets of MSG LV and a pledge of the equity interests in MSG LV held directly by Sphere Entertainment Group including, but not limited to, MSG LV’s leasehold interest in the land on which the Sphere in Las Vegas is located.
Therefore, while we currently believe we will have sufficient liquidity from cash and cash equivalents and cash flows from operations (including expected cash flows from operations from Sphere) to fund our operations and, at a minimum, make a required quarterly amortization payment of $20,625 on the MSG Networks Credit Facilities, as described below, no assurance can be provided that our liquidity will be sufficient in the event any of the preceding uncertainties facing Sphere are realized over the next 12 months beyond the issuance date.
Therefore, while the Company currently believes it will have sufficient liquidity from cash and cash equivalents, cash flows from operations (including expected cash flows from operations from Sphere) and available borrowings under the LV Sphere Revolving Credit Facility to fund its operations, no assurance can be provided that its liquidity will be sufficient in the event any of the preceding uncertainties facing Sphere are realized over the next 12 months.
Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its long-lived and/or indefinite-lived assets.
If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its long-lived and/or indefinite-lived assets. 79 Impairment of Goodwill Goodwill is tested annually for impairment as of August 31 and at any time upon the occurrence of certain events or substantive changes in circumstances.
The entire exterior surface of Sphere, referred to as the Exosphere TM , is covered with nearly 580,000 square feet of fully programmable LED paneling, creating the largest LED screen in the world and an impactful display for artists, brands and partners . 47 MSG Networks: This segment is comprised of the Company’s regional sports and entertainment networks, MSG Network and MSG Sportsnet, as well as its DTC streaming product, MSG+.
The entire exterior surface of Sphere, referred to as the Exosphere, is covered with nearly 580,000 square feet of fully programmable LED lighting, creating the largest 49 LED screen in the world and an impactful display for artistic and branded content.
The Company’s uses of cash over the next 12 months beyond the issuance date of the accompanying consolidated financial statements included in Item 8 of this Form 10-K (the “issuance date”) and thereafter are expected to be substantial and include working capital-related items (including funding our operations), capital spending (including the creation of additional original content for Sphere), required debt service payments, payments we expect MSG Networks to make in connection with the work-out of its indebtedness, and investments and related loans and advances that we may fund from time to time.
The Company’s uses of cash over the next 12 months and thereafter are expected to be substantial and include working capital-related items (including funding its operations and satisfying its accounts payable and accrued liabilities), capital spending (including the creation of additional original content for Sphere), required debt service payments (including principal amortization payments and excess cash flow payments pursuant to the MSGN Term Loan Facility), and investments, including in connection with its Sphere initiative, and related loans and advances that the Company may fund from time to time.
The increase in event-related revenues was primarily due to revenues from concerts and, to a lesser extent, revenues from one corporate keynote event and two marquee sporting events held at Sphere in Las Vegas.
For the six months ended December 31, 2024, the increase in event-related revenues reflects higher revenues from concerts, primarily due to a full six months of concerts held at Sphere in Las Vegas, and, to a lesser extent, revenues from two brand takeovers (previously referred to as corporate takeovers) and two marquee sporting events held at Sphere in Las Vegas during the six months ended December 31, 2024, as compared to approximately three months of concerts held at Sphere in Las Vegas and one marquee sporting event in the six months ended December 31, 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeA 25 basis point decrease in each of these assumed discount rates would increase the projected benefit obligations for the Company’s Pension Plans and Postretirement Plan at June 30, 2024 by $850 and $20, respectively.
Biggest changeA 25 basis point decrease in each of these assumed discount rates would increase the projected benefit obligations for the Company’s Pension Plans and Postretirement Plan at December 31, 2025 by $800 and $20, respectively. 82 The weighted-average discount rates used to determine service cost, interest cost and the projected benefit obligation components of net periodic benefit cost were 5.86%, 5.33% and 5.58%, respectively, for the year ended December 31, 2025 for the Company’s Pension Plans.
A 25 basis point decrease in the long-term return on pension plan assets assumption would increase net periodic pension benefit cost by $40 for Fiscal Year 2024. Item 8. Financial Statements and Supplementary Data The Financial Statements required by this Item 8 appear beginning on page F-1 of this Form 10-K, and are incorporated by reference herein. Item 9.
A 25 basis point decrease in the long-term return on pension plan assets assumption would increase net periodic pension benefit cost by $40 for the year ended December 31, 2025. Item 8. Financial Statements and Supplementary Data The Financial Statements required by this Item 8 appear beginning on page F-1 of this Form 10-K, and are incorporated by reference herein.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
A 25 basis point decrease in these assumed discount rates would increase the total net periodic benefit cost for the Company’s Pension Plans by $40 and would result in no impact to the net periodic benefit cost for the Company’s Postretirement 69 Plan for Fiscal Year 2024.
A 25 basis point decrease in these assumed discount rates would increase the total net periodic benefit cost for the Company’s Pension Plans by $30 and would result in no impact to the net periodic benefit cost for the Company’s Postretirement Plan for the year ended December 31, 2025.
The weighted average expected long-term rate of return on plan assets for the Company’s funded pension plans was 5.65% for Fiscal Year 2024. Performance of the capital markets affects the value of assets that are held in trust to satisfy future obligations under the Company’s funded plans.
The weighted average expected long-term rate of return on plan assets for the Company’s funded pension plans was 6.36% for the year ended December 31, 2025. Performance of the capital markets affects the value of assets that are held in trust to satisfy future obligations under the Company’s funded plans.
The effect of a hypothetical 200 basis point increase in floating interest rate prevailing as of June 30, 2024 and continuing for a full year would increase the Company’s interest expense on the outstanding amounts under the credit facilities by $22,495.
The effect of a hypothetical 200 basis point increase in floating interest rate prevailing as of December 31, 2025 and continuing for a full year would increase the Company’s interest expense on the outstanding amounts under the credit facilities by $11,574.
As of June 30, 2024, a uniform hypothetical 10% fluctuation in the EUR/USD exchange rate would have resulted in a change of $383 in the Company’s net asset value.
As of December 31, 2025, a uniform hypothetical 10% fluctuation in the EUR/USD exchange rate would have resulted in a change of $130 in the Company’s net asset value.
The weighted-average discount rates used to determine service cost, interest cost and the projected benefit obligation components of net periodic benefit cost were 5.39%, 5.47% and 5.41%, respectively, for Fiscal Year 2024 for the Company’s Postretirement Plan.
The weighted-average discount rates used to determine service cost, interest cost and the projected benefit obligation components of net periodic benefit cost were 5.52%, 5.14% and 5.32%, respectively, for the year ended December 31, 2025 for the Company’s Postretirement Plan.
The weighted-average discount rates used to determine benefit obligations as of June 30, 2024 for the Company’s Pension Plans and Postretirement Plan were 5.51% and 5.40%, respectively.
The weighted-average discount rates used to determine benefit obligations as of December 31, 2025 for the Company’s Pension Plans and Postretirement Plan were 5.25% and 4.67%, respectively.
As of June 30, 2024, a uniform hypothetical 10% fluctuation in the GBP/USD exchange rate would have resulted in a change of $3,081 in the Company’s net asset value. Following the acquisition of Holoplot on April 25, 2024, which is based in Berlin, Germany, we are also exposed to market risk resulting from foreign currency fluctuations related to the Euro.
Following the acquisition of Holoplot on April 25, 2024, which is based in Berlin, Germany, we are also exposed to market risk resulting from foreign currency fluctuations related to the Euro.
Foreign Currency Exchange Rate Exposure: The Company is exposed to market risk resulting from foreign currency fluctuations, primarily to the British pound sterling through the land we own in London.
Foreign Currency Exchange Rate Exposure: We are exposed to market risk resulting from foreign currency fluctuations primarily related to our activities in Germany and the the United Kingdom conducted in Euros and British pound sterling, respectively.
During Fiscal Year 2024, the EUR/USD exchange rate ranged from 1.0467 to 1.1239 as compared to EUR/USD exchange rate of 1.0717 on June 30, 2024, a fluctuation ranging from 2% to 5%.
During the year ended December 31, 2025, the EUR/USD exchange rate ranged from 1.0247 to 1.1868 as compared to EUR/USD exchange rate of 1.1748 on December 31, 2025, a fluctuation ranging from 1% to 13%.
We may evaluate and decide, to the extent reasonable and practical, to reduce the translation risk of foreign currency fluctuations by entering into foreign currency forward exchange contracts with financial institutions. If we were to enter into such hedging transactions, the market risk resulting from foreign currency fluctuations is unlikely to be entirely eliminated.
If we were to enter into such hedging transactions, the market risk resulting from foreign currency fluctuations is unlikely to be entirely eliminated. We do not plan to enter into derivative financial instrument transactions for foreign currency speculative purposes.
Removed
We do not plan to enter into derivative financial instrument transactions for foreign currency speculative purposes. During Fiscal Year 2024, the GBP/USD exchange rate ranged from 1.2078 to 1.3137 as compared to GBP/USD exchange rate of 1.2651 as of June 30, 2024, a fluctuation of ranging from 5% to 6%.
Added
British pound sterling exposure was as a result of our net investment position initiated with our acquisition of land in Stratford, London in November 2017, which we expected would become home to a future Sphere, and through cash and invested funds which we expected would be deployed in the construction of our London venue prior to the Company’s decision in November 2023 to no longer pursue the development of a Sphere in London and the subsequent sale of the land during the three months ended June 30, 2025.
Removed
The weighted-average discount rates used to determine service cost, interest cost and the projected benefit obligation components of net periodic benefit cost were 5.52%, 5.40% and 5.33%, respectively, for Fiscal Year 2024 for the Company’s Pension Plans.
Added
Subsequent to the sale of the Stratford land, the Company’s activities in the United Kingdom primarily relate to entities supporting Sphere expansion efforts. During the year ended December 31, 2025, the GBP/USD exchange rate ranged from 1.2181 to 1.3749 as compared to GBP/USD exchange rate of 1.3479 as of December 31, 2025, a fluctuation of ranging from 2% to 10%.
Added
As of December 31, 2025, a uniform hypothetical 10% fluctuation in the GBP/USD exchange rate would have resulted in a change of $100 in the Company’s net asset value. We may evaluate and decide, to the extent reasonable and practical, to reduce the translation risk of foreign currency fluctuations by entering into foreign currency forward exchange contracts with financial institutions.

Other SPHR 10-K year-over-year comparisons