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What changed in Madison Square Garden Entertainment Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Madison Square Garden Entertainment Corp.'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.

+296 added−345 removedSource: 10-K (2025-08-13) vs 10-K (2024-08-16)

Top changes in Madison Square Garden Entertainment Corp.'s 2025 10-K

296 paragraphs added · 345 removed · 253 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

54 edited+13 added−32 removed94 unchanged
Biggest changeWe are also committed to ensuring that the best dancers from all backgrounds, cultures, races, religions and ethnicities can become Rockettes, and are actively strengthening our relationships within the dance community, expanding where we hold scouting sessions, and opening education and training opportunities to more dancers through our dancer development program – including Rockettes Conservatory.
Biggest changeIn November 2022, the Rockettes were featured in Hallmark Channel’s movie, “A Holiday Spectacular,” which was shot in part on location at Radio City Music Hall and debuted as part of the network’s Countdown to Christmas programming. 4 We are also committed to ensuring that the best dancers from all backgrounds can become Rockettes, and are actively strengthening our relationships within the dance community, expanding where we hold scouting sessions, and opening education and training opportunities to more dancers through our dancer development program – including Rockettes Conservatory and the recently launched Rockettes Preparatory.
The Company has also in recent years successfully created other unique bookings and residencies across its portfolio of venues, including the multi-year, dual-city residency of Tedeschi Trucks Band at both the Beacon Theatre and The Chicago Theatre, as well as Dave Chappelle at Radio City Music Hall, Phish’s 13-night “Baker’s Dozen” run at The Garden, Ali Wong at the Beacon Theatre, Tina Fey & Amy Poehler at The Beacon, Trey Anastasio’s eight-week virtual residency at the Beacon Theatre — a first for the Company — and Harry Styles’ 15-night run at The Garden.
The Company has also in recent years successfully created other unique bookings and residencies across its portfolio of venues, including the multi-year, dual-city residency of Tedeschi Trucks Band at both the Beacon Theatre and The Chicago Theatre, as well as Dave Chappelle at Radio City Music Hall, Phish’s 13-night “Baker’s Dozen” run at The Garden, Ali Wong at the Beacon Theatre, Tina Fey & Amy Poehler at the Beacon Theatre, Trey Anastasio’s eight-week virtual residency at the Beacon Theatre — a first for the Company — and Harry Styles’ 15-night run at The Garden.
On March 29, 2023, Sphere Entertainment’s board of directors approved the distribution of approximately 67% of the outstanding common stock of the Company to its stockholders (the “MSGE Distribution”), with Sphere Entertainment retaining approximately 33% of the outstanding common stock of the Company (in the form of our Class A common stock, $0.01 par value per share (“Class A common stock”)) (the “MSGE Retained Interest”) immediately following the Distribution, which occurred on April 20, 2023 (the “MSGE Distribution Date”).
On March 29, 2023, Sphere Entertainment’s board of directors approved the distribution of approximately 67% of the outstanding common stock of the Company to its stockholders (the “MSGE Distribution”), with Sphere Entertainment retaining approximately 33% of the outstanding common stock of the Company (in the form of our Class A common stock, $0.01 par value per share (“Class A common stock”)) (the “MSGE Retained Interest”) immediately following the MSGE Distribution, which occurred on April 20, 2023 (the “MSGE Distribution Date”).
In addition, it has hosted various product launches, upfronts, award shows, and other special events such as Wheel of Fortune and audition shows for America’s Got Talent, as well as a variety of theatrical productions and family shows, including ’Twas the Night Before… by Cirque du Soleil, A Christmas Story, Elf The Musical, Paw Patrol Live! and Sesame Street Live!.
In addition, it has hosted various product launches, upfronts, award shows, and other special events such as Wheel of Fortune and audition shows for America’s Got Talent, as well as a variety of theatrical productions and family shows, including ANNIE, ’Twas the Night Before… by Cirque du Soleil, A Christmas Story, Elf The Musical, Paw Patrol Live! and Sesame Street Live!.
The venue has also hosted special events, such as film premieres for Tribeca Festival, along with numerous luminaries such as His Holiness the Dalai Lama in 2009 and 2013, and President Bill Clinton in 2006, when the Rolling Stones played a private concert in honor of his 60 th birthday.
The venue has also hosted special events, such as film premieres for Tribeca Festival, along with numerous luminaries 6 such as His Holiness the Dalai Lama in 2009 and 2013, and President Bill Clinton in 2006, when the Rolling Stones played a private concert in honor of his 60 th birthday.
The Garden’s transformation ensured that attending an event at “The World’s Most Famous Arena” remained unlike anywhere else. 5 We own the Madison Square Garden Complex, the platform on which it is built and development rights (including air rights) above our property.
The Garden’s transformation ensured that attending an event at “The World’s Most Famous Arena” remained unlike anywhere else. We own the Madison Square Garden Complex, the platform on which it is built and development rights (including air rights) above our property.
In partnership with the Company, MSG Sports, and Sphere Entertainment, GDF provides young people in our communities with access to educational and 7 skills opportunities; mentoring programs and memorable experiences that enhance their lives, help shape their futures and create lasting joy.
In partnership with the Company, MSG Sports, and Sphere Entertainment, GDF provides young people in our communities with access to educational and skills opportunities; mentoring programs and memorable experiences that enhance their lives, help shape their futures and create lasting joy.
The venue has also hosted theatrical tours such as ’Twas the Night Before… by Cirque du Soleil, A Christmas Story, The Wizard of Oz, Paw Patrol Live! and Dr. Seuss’ How The Grinch Stole Christmas! The Musical .
The venue has also hosted theatrical tours such as ANNIE, ’Twas the Night Before… by Cirque du Soleil, A Christmas Story, The Wizard of Oz, Paw Patrol Live! and Dr. Seuss’ How The Grinch Stole Christmas! The Musical .
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 8 uses, new audit requirements for higher risk data, and constraints on certain uses of sensitive data.
The Rockettes have appeared or performed at high-profile events and award shows, including Presidential Inaugurations, Macy’s Thanksgiving Day Parade, Macy’s 4th of July Fireworks event, “Christmas in Rockefeller Center” Tree Lighting, New Year’s Eve Times Square Ball Drop, Tony Awards, MTV Video Music Awards, World Pride events, and television shows and holiday specials ( Saturday Night Live , America’s Got Talent , Project Runway , The Kacey Musgraves Christmas Show , Mariah Carey: Merry Christmas to All! , The Today Show , Live with Kelly and Mark and The Tonight Show Starring Jimmy Fallon ), among many others.
The Rockettes have appeared or performed at high-profile events and award shows, including Presidential Inaugurations, Macy’s Thanksgiving Day Parade, Macy’s 4th of July Fireworks event, “Christmas in Rockefeller Center” Tree Lighting, New Year’s Eve Times Square Ball Drop, Tony Awards, MTV Video Music Awards, World Pride events, and television shows and holiday specials ( Saturday Night Live , America’s Got Talent , Project Runway , The Kacey Musgraves Christmas Show , Mariah Carey: Merry Christmas to All!, Jimmy Fallon’s Holiday Seasoning Spectacular, TODAY Show , Live with Kelly and Mark and The Tonight Show Starring Jimmy Fallon ), among many others.
The Company’s 2022 Corporate Social Responsibility Report can be found on our website under “Our Community.” We are proud to play a leadership role organizing extraordinary events such as opening The Garden to the “12-12-12” benefit concert organized post-Superstorm Sandy, which raised more than $50 million for hurricane victims.
The Company’s 2024 Corporate Social Responsibility Report can be found on our website under “Our Community.” We are proud to play a leadership role organizing extraordinary events such as opening The Garden to the “12-12-12” benefit concert organized post-Superstorm Sandy, which raised more than $50 million for hurricane victims.
Item 1. Business Madison Square Garden Entertainment Corp. is a Delaware corporation with its principal executive offices at Two Pennsylvania Plaza, New York, NY, 10121. Unless the context otherwise requires, all references to “we,” “us,” “our,” “MSG Entertainment” or the “Company” refer collectively to Madison Square Garden Entertainment Corp., a holding company, and its direct and indirect subsidiaries.
Item 1. Business Madison Square Garden Entertainment Corp. is a Nevada corporation with its principal executive offices at Two Pennsylvania Plaza, New York, NY, 10121. Unless the context otherwise requires, all references to “we,” “us,” “our,” “MSG Entertainment” or the “Company” refer collectively to Madison Square Garden Entertainment Corp., a holding company, and its direct and indirect subsidiaries.
Risk Factors — Economic and Operational Risks — W e are subject to extensive governmental regulation and our failure to comply with these regulations may have a material negative effect on our business and results of operations .” In the jurisdictions in which these venues are located, the operator is subject to statutes that generally provide that serving alcohol to a visibly intoxicated or minor guest is a violation of the law and may provide for strict liability for certain damages arising out of such violations.
Risk Factors — Economic and Operational Risks — We are subject to extensive governmental regulation and our failure to comply with these regulations may have a material negative effect on our business and results of operations .” In the jurisdictions in which these venues are located, the operator is subject to statutes that generally provide that serving alcohol to a visibly intoxicated or minor guest is a violation of the law and may provide for strict liability for certain damages arising out of such violations.
Utilizing the Company’s powerful brands and live entertainment expertise, the Company delivers unique experiences that set the standard for excellence and innovation while forging deep connections with diverse and passionate audiences. As of June 30, 2024, we managed our business through one reportable segment.
Utilizing the Company’s powerful brands and live entertainment expertise, the Company delivers unique experiences that set the standard for excellence and innovation while forging deep connections with diverse and passionate audiences. As of June 30, 2025, we managed our business through one reportable segment.
For example, California passed a comprehensive data privacy law, the California Consumer Privacy Act of 2018 (the “CCPA”), and a number of other states, including New Jersey, Virginia, Colorado, Utah and Connecticut have also passed similar laws, and 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 additional states may do so in the near future.
We conduct substantially all of our business activities discussed in this Annual Report on Form 10-K through MSG Entertainment Holdings, LLC and its direct and indirect subsidiaries. The Company was incorporated on September 15, 2022 as a direct, wholly-owned subsidiary of Sphere Entertainment Co. (“Sphere Entertainment”), formerly known as Madison Square Garden Entertainment Corp.
We conduct substantially all of our business activities discussed in this Annual Report on Form 10-K through MSG Entertainment Holdings, LLC and its direct and indirect subsidiaries. The Company was originally incorporated in the state of Delaware on September 15, 2022 as a direct, wholly-owned subsidiary of Sphere Entertainment Co. (“Sphere Entertainment”), formerly known as Madison Square Garden Entertainment Corp.
For example, The Garden has a range of suite and club products, including 23 Event Level spaces, consisting of 22 suites and a new event level club, 58 Lexus Level suites, 18 Infosys Level suites, the Madison Club, the Chase Lounge, and the HUB Loft.
For example, The Garden has a range of suite and club products, including 23 Event Level spaces, consisting of 22 suites and an event level club, 58 Lexus Level suites, 18 Infosys Level suites, the Madison Club, the Chase Lounge, and the HUB Loft.
The venue has ranked number one worldwide eight of the last ten years for venues with capacities of 5,001 to 10,000, including in calendar year 2023, according to Billboard’s year-end rankings.
The venue has ranked number one worldwide eight of the last ten years for venues with capacities of 5,001 to 10,000, including in calendar year 2024, according to Billboard’s year-end rankings.
Our Company also promotes, produces and/or presents a broad array of other live sporting events, including professional boxing, college basketball, college hockey, professional bull riding, mixed martial arts, esports and wrestling.
Our Company also promotes, produces and/or presents a broad array of other live sporting events, including professional boxing, mixed martial arts, college basketball, college hockey, professional bull riding, tennis and wrestling.
The dance company continues to foster relationships with diverse dance organizations, including The Ailey School, Dance Theatre of Harlem, Harlem School of the Arts, International Association of Blacks in Dance and The Chloé and Maud Foundation, to provide program support, introduce staff and students to the unique world of precision dance and actively engage with dancers for our dancer development program.
The dance company continues to foster relationships with a variety of dance organizations, including The Ailey School, Dance Theatre of Harlem, Harlem School of the Arts, International Association of Blacks in Dance and The Chloé and Maud Foundation, to provide program support, introduce staff and students to the unique world of precision dance and actively engage with dancers for our dancer development program.
Kennedy, Frank Sinatra’s “Main Event” concert in 1974, the only U.S. concerts from the reunited Cream, the 25th Anniversary Rock and Roll Hall of Fame concerts, the 60th Annual Grammy Awards, and Billy Joel’s record-breaking 150 lifetime performances at The Garden (through July 2024).
Kennedy, Frank Sinatra’s “Main Event” concert in 1974, the only U.S. concerts from the reunited Cream, the 25th Anniversary Rock and Roll Hall of Fame concerts, the 60th Annual Grammy Awards, and Billy Joel’s record-breaking 150 lifetime performances at The Garden.
Over its 145-year history, there have been four Garden buildings, each known for showcasing the best of the era’s live sports and entertainment offerings.
Over its 146-year history, there have been four Garden buildings, each known for showcasing the best of the era’s live sports and entertainment offerings.
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.
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.
Supporting total well-being: 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.
In addition, we have successfully developed new ways to increase the utilization of our venues, while creating unique experiences for artists and fans with our various residencies — including The Garden’s first music franchise: Billy Joel at The Garden.
In addition, we have successfully developed new ways to increase the utilization of our venues, while creating unique experiences for artists and fans with our various residencies — including The Garden’s first music franchise: Billy Joel at The Garden, which concluded in July 2024.
In this Annual Report on Form 10-K, the fiscal years ended on June 30, 2024, 2023 and 2022 are referred to as “Fiscal Year 2024,” “Fiscal Year 2023” and “Fiscal Year 2022”, respectively, and the fiscal year ending June 30, 2025 is referred to as “Fiscal Year 2025.” Overview MSG Entertainment is a leader in live entertainment experiences, comprised of iconic venues and marquee entertainment content.
In this Annual Report on Form 10-K, the fiscal years ended on June 30, 2025, 2024, 2023, 2022, 2021, and 2020 are referred to as “Fiscal Year 2025,” “Fiscal Year 2024,” “Fiscal Year 2023,”Fiscal Year 2022,” “Fiscal Year 2021,” and “Fiscal Year 2020,” respectively, and the fiscal year ending June 30, 2026 is referred to as “Fiscal Year 2026.” Overview MSG Entertainment is a leader in live entertainment experiences, comprised of iconic venues and marquee entertainment content.
Our venues also attract family shows and theatrical productions, which have included: ‘Twas the Night Before… by Cirque du Soleil at both The Chicago Theatre and The Theater at Madison Square Garden, and Paw Patrol Live! .
Our venues also attract family shows and theatrical productions, which have included: ANNIE, ‘Twas the Night Before… by Cirque du Soleil and Paw Patrol Live!, all of which have played at both The Chicago Theatre and The Theater at Madison Square Garden.
The Chicago Theatre regularly ranks as one of the highest-grossing entertainment venues of its size in the world, including a top ten venue in calendar year 2023, based on Billboard magazine’s mid-year and year-end rankings.
The Chicago Theatre regularly ranks as one of the highest-grossing entertainment venues of its size in the world, including a top five venue of its size in calendar year 2024, based on Billboard magazine’s mid-year and year-end rankings.
Other significant events that have taken place at our venues include the GRAMMY Awards, the Tony Awards, the MTV Video Music Awards, New York Comic Con, Tribeca Festival events and the final season premieres of both HBO’s Game of Thrones and STARZ’s POWER .
Other significant events that have taken place at our venues include the GRAMMY Awards, the Tony Awards, Saturday Night Live’s 50th anniversary concert, the MTV Video Music Awards, New York Comic Con, Tribeca Festival events and the final season premieres of both HBO’s Game of Thrones and STARZ’s POWER.
After the successful inaugural year, the event returned to The Theater at Madison Square Garden in 2023 and 2024. Other world-class sporting events have included the NBA All-Star Game in 2015, and the NCAA Division I Men’s Basketball East Regional Finals, which The Garden hosted in 2014, 2017 and 2023.
After the successful inaugural year, the event returned to The Theater at Madison Square Garden for three additional years. Other world-class sporting events have included the NBA All-Star Game in 2015, and the NCAA Division I Men’s Basketball East Regional Finals, which The Garden hosted in 2014, 2017 and 2023, with its scheduled return in 2027.
See “—Human Capital Resources — Diversity and Inclusion (“D&I”).” Regulation The rules, regulations, policies and procedures affecting our business are subject to change. The following paragraphs describe the existing legal and regulatory requirements that are most significant to our business today; they do not purport to describe all present and proposed laws and regulations affecting our business.
Regulation The rules, regulations, policies and procedures affecting our business are subject to change. The following paragraphs describe the existing legal and regulatory requirements that are most significant to our business today; they do not purport to describe all present and proposed laws and regulations affecting our business.
The program was 4 designed as an investment in promising dancers’ futures, and in addition to becoming an inclusive talent pipeline for future Rockettes, Rockettes Conservatory is intended to ensure the dance company continues to evolve by attracting the best dancers.
The dancer development program was designed as an investment in promising dancers’ futures, and in addition to becoming a multi-step talent pipeline for future Rockettes, it is intended to ensure the dance company continues to evolve by attracting the best dancers.
With seating capacities and configurations that range from 2,800 to 21,000, our diverse collection of venues enables us to showcase a multitude of acts and events that cover a wide spectrum of genres to diverse audiences. In Fiscal Year 2024, we had over 960 events and hosted approximately 6.3 million guests.
With seating capacities and configurations that range from 2,800 to 21,000, our diverse collection of venues enables us to showcase a multitude of acts and events that cover a wide spectrum of genres to diverse audiences. In Fiscal Year 2025, we hosted nearly 6 million guests at more than 975 events.
MSG Entertainment and the BIG EAST have been partners since the Tournament was first played at the iconic venue in 1983, and recently extended the partnership through 2032, ensuring the Tournament continues to be college basketball’s longest-running post-season championship held at the same location. In addition, St. John’s University has called The Garden its “home away from home” for decades.
John’s University win its first Big East Championship in 25 years. MSG Entertainment and the Big East Conference have been partners since the Tournament was first played at the iconic venue in 1983, and have extended the partnership through 2032, ensuring the Tournament continues to be college basketball’s longest-running post-season championship held at the same location. In addition, St.
Many of these events are among the most popular in our history and are perennial highlights on our annual calendar, as well as some of The Garden’s longest-running associations. 3 Professional boxing has a long history with The Garden.
Many of these events are among the most popular in our history and are perennial highlights on our annual sports calendar, as well as some of The Garden’s longest-running associations. 3 Professional boxing has a storied history at Madison Square Garden, dating back to 1882.
We maintain various websites and mobile applications that provide information and content regarding our business, offer merchandise and tickets for sale, make available sweepstakes and/or contests and offer hospitality services.
Website and Mobile Application Requirements Our business is also subject to certain regulations applicable to our Internet websites and mobile applications. We maintain various websites and mobile applications that provide information and content regarding our business, offer merchandise and tickets for sale, make available sweepstakes and/or contests and offer hospitality services.
In Fall 2020, the Company and Trey Anastasio presented The Beacon Jams , the venue’s first-ever virtual residency which included eight weekly shows that were streamed live to hundreds of thousands of fans and raised more than $1 million for charity. 6 In August 2008, the Beacon Theatre was closed for a seven-month restoration project to return the theater to its original 1929 grandeur.
In Fall 2020, the Company and Trey Anastasio presented The Beacon Jams , the venue’s first-ever virtual residency which included eight weekly shows that were streamed live to hundreds of thousands of fans and raised more than $1 million for charity.
We have from time to time faced labor action or had to make contingency plans because of threatened or potential labor actions. Financial Information about Geographic Areas All revenues and assets of the Company are attributed to or located in the United States. A majority of the Company’s revenues and assets are concentrated in the New York City metropolitan area.
Financial Information about Geographic Areas All revenues and assets of the Company are attributed to or located in the United States. A majority of the Company’s revenues and assets are concentrated in the New York City metropolitan area.
Following a three-year, top-to-bottom renovation, in October 2013, The Garden was fully transformed, featuring improved sightlines, additional entertainment and dining options, new concourses, upgraded hospitality areas, new technology, unique historic exhibits, and a completely transformed interior, where the intimacy of the arena bowl and The Garden’s world-famous ceiling were maintained.
Following a three-year, top-to-bottom renovation, in October 2013, The Garden was fully transformed, featuring improved sightlines, additional entertainment and dining options, new concourses, upgraded hospitality areas, new technology, unique historic exhibits, and a completely transformed interior, where the intimacy of the arena bowl and The Garden’s world-famous ceiling were maintained. 5 Focused on the total fan experience, the renovation was designed to benefit everyone in attendance, whether first-time visitors, season ticket subscribers, athletes, artists, suite holders or marketing partners.
Approximately 9% of such union employees are subject to collective bargaining agreements (“CBAs”) that expired as of June 30, 2024 and approximately 12% are subject to CBAs that will expire by June 30, 2025 if they are not extended prior thereto. Labor relations can be volatile, though our current relationships with our unions taken as a whole are positive.
As of June 30, 2025, approximately 71% of our employees were represented by unions. Approximately 11% of such union employees are subject to collective bargaining agreements (“CBAs”) that expired as of June 30, 2025 and approximately 36% are subject to 9 CBAs that will expire by June 30, 2026 if they are not extended prior thereto.
Over the last several years, our venues have been key destinations for artists such as Eagles, U2, Foo Fighters, The Killers, Drake, Bruno Mars, Dua Lipa, Bruce Springsteen, Madonna, Harry Styles, Dead & Company, Phish, Dave Matthews Band, Kacey Musgraves, Eric Clapton, Mariah Carey, Andrea Bocelli, John Mayer, Carrie Underwood, P!nk, Chris Stapleton, Post Malone, Olivia Rodrigo, Billie Eilish, Sebastian Maniscalco, Trevor Noah and Dave Chappelle.
Over the last several years, our venues have been key destinations for artists such as Eagles, The Killers, Drake, Dua Lipa, Bruce Springsteen, David Gilmour, Madonna, Harry Styles, Tate McCrae, Phish, Dave Matthews Band, Sabrina Carpenter, Andrea Bocelli, Paul Simon, Hugh Jackman, John Mayer, Tyler, the Creator, P!nk, Chris Stapleton, Olivia Rodrigo, Billie Eilish, Sebastian Maniscalco, Kevin Hart, Trevor Noah and Dave Chappelle.
Over The Garden’s history, it has been the setting for countless “big events,” inspired performances and one-of-a-kind moments that have helped define sports, entertainment and culture.
The venue was ranked number one worldwide three of the last five years for venues with a capacity over 15,001, according to Billboard’s year-end rankings. Over The Garden’s history, it has been the setting for countless “big events,” inspired performances and one-of-a-kind moments that have helped define sports, entertainment and culture.
We acquired the rights to the Christmas Spectacular in 1997, and those rights are separate from, and do not depend on the continuation of, our lease of Radio City Music Hall. We also hold rights to the Rockettes brand in the same manner. We lease Radio City Music Hall pursuant to a long-term lease agreement.
We also hold rights to the Rockettes brand in the same manner. We lease Radio City Music Hall pursuant to a long-term lease agreement.
The Garden famously hosted Muhammad Ali and Joe Frazier’s 1971 “Fight of the Century,” considered among the greatest sporting events in modern history, as well as numerous other boxing greats, including: Joe Louis, Rocky Marciano, Sugar Ray Robinson, Willie Pep, Emile Griffith, George Foreman, Roberto Duran, Oscar De La Hoya, Sugar Ray Leonard, Lennox Lewis, Roy Jones, Jr., Mike Tyson, Evander Holyfield, Miguel Cotto and Wladimir Klitschko.
Many of boxing’s titans have stepped into the Garden ring, including: Joe Louis, Rocky Marciano, Sugar Ray Robinson, Willie Pep, Emile Griffith, George Foreman, Roberto Duran, Oscar De La Hoya, Sugar Ray Leonard, Lennox Lewis, Roy Jones, Jr., Mike Tyson, Evander Holyfield, Miguel Cotto and Wladimir Klitschko.
College sports have been a mainstay at The Garden for decades, with college basketball being featured at The World’s Most Famous Arena for nearly 90 years. The Garden hosted the annual Big East Tournament in March 2024 for the 42nd straight year.
Each were sold-out box-office successes reinforcing The Garden’s reputation as stage for combat sports. College sports have been a mainstay at The Garden for decades, with college basketball being featured at The World’s Most Famous Arena for nearly 90 years. For the 43rd consecutive year, Madison Square Garden hosted the annual Big East Tournament in March 2025, which saw St.
The widely acclaimed, comprehensive restoration was similar to our restoration of Radio City Music Hall and reflects our commitment to New York City. The Beacon Theatre regularly ranks as one of the highest-grossing entertainment venues of its size in the world, including a top five venue in calendar year 2023, based on Billboard magazine’s mid-year and year-end rankings.
The Beacon Theatre regularly ranks as one of the highest-grossing entertainment venues of its size in the world, including the number two venue of its size in calendar year 2024, based on Billboard magazine’s mid-year and year-end rankings.
The show’s enduring popularity is driven by the incomparable Rockettes, the longest-running precision dance company in America, admired for their iconic style of dance, talent and athleticism, as well as their unity both on and off the stage.
This production has become a tradition for many, creating a holiday touchstone that generations of fans want to return to, time and again. The show’s enduring popularity is driven by the incomparable Rockettes, admired for their iconic style of dance, talent and athleticism, as well as their unity both on and off the stage.
Our key human capital management objectives are to invest in and support our employees in order to attract, develop and retain a high performing and diverse workforce. Diversity and Inclusion (“D&I”) We aim to create an employee experience that fosters the Company’s culture of respect and inclusion.
Our key human capital management objectives are to invest in and support our employees in order to attract, develop and retain a high performing and diverse workforce. Talent As of June 30, 2025, we had approximately 1,200 full-time union and non-union employees and approximately 5,400 part-time union and non-union employees.
In Fiscal Year 2024, the production returned for its 90th year — selling over 1 million tickets across 193 performances and serving as a source of joy and inspiration for fans of all ages. The Rockettes perform in nine numbers throughout the 90-minute production — with more technically complex and different styles of dance than ever before.
The Rockettes celebrated their 100th anniversary in calendar year 2025, a major milestone for the longest-running precision dance company in America. In Fiscal Year 2025, the production returned for its 91st year — selling approximately 1.1 million tickets across 200 performances and serving as a source of joy and inspiration for fans of all ages.
This extraordinary residency began in January 2014 and concluded in July 2024, bringing Billy Joel’s lifetime performances at The World’s Most Famous Arena to 150. The Company’s other residencies include Jerry Seinfeld at the Beacon Theatre, who holds the record for the most performances by any comedian at the historic venue.
The Company’s other residencies include Jerry Seinfeld at the Beacon Theatre, who holds the record for the most performances by any comedian at the historic venue; Seth Meyers & John Oliver at the Beacon Theatre; and Hugh Jackman at Radio City Music Hall.
In addition, governmental authorities and private litigants continue to bring actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive. Website and Mobile Application Requirements Our business is also subject to certain regulations applicable to our Internet websites and mobile applications.
Further, there are several legislative proposals in the United States, at both the federal and state level, that could impose new privacy and security obligations. In addition, governmental authorities and private litigants continue to bring actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive.
During the COVID-19 pandemic, the Company worked with dozens of local restaurants and charities to donate approximately 200,000 meals to families in need. The Garden of Dreams Foundation The centerpiece of the Company’s philanthropy is The Garden of Dreams Foundation (“GDF”), a non-profit organization that assists young people in need.
During the COVID-19 pandemic, the Company worked with dozens of local restaurants and charities to donate approximately 200,000 meals to families in need. The Company is also dedicated to affecting positive change through other social impact and cause-related initiatives including philanthropic food and other in-kind donations.
The Garden also continues to build its college hockey tradition, with a popular biennial event featuring Cornell University vs. Boston University, as well as recent visits from top national teams such as Boston College, North Dakota, Harvard, Yale, Michigan and Minnesota.
John’s University has called The Garden its “home away from home,” at the venue for decades. The Garden also continues to build its college hockey tradition with popular biennial events Red Hot Hockey featuring Cornell University vs. Boston University, and Frozen Apple pitting Cornell against top programs such as Michigan, Penn State, New Hampshire, Harvard, UConn and Quinnipiac.
Held at Radio City Music Hall each summer, Rockettes Conservatory is a no-fee, invite-only intensive training program providing invited dancers with a well-rounded curriculum that emphasizes the Rockettes precision technique.
Held at Radio City Music Hall in the summertime, Rockettes Conservatory and Rockettes Preparatory are no-fee, invite-only intensive training programs that provide invited dancers with the opportunity to learn the Rockettes Precision Dance Technique from the Rockettes themselves, with Conservatory hosting more advanced, pre-professional dancers and Preparatory training dancers who are new to the precision style.
Removed
In recent years, boxing’s top fighters have called The Garden home, including two-division world champion Teofimo Lopez, former three-weight division champion Vasiliy Lomachenko, former unified middleweight champion Gennadiy Golovkin and boxing superstar Canelo Alvarez.
Added
On June 9, 2025, the Company completed its conversion from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada.
Removed
In Fiscal Year 2022, for the first-time in The Garden’s history, two women headlined a boxing event when Katie Taylor faced off against Amanda Serrano in front of a sold-out crowd for the undisputed lightweight championship of the world.
Added
This extraordinary residency began in January 2014 and concluded with Billy Joel’s 150th lifetime performance at The World’s Most Famous Arena.
Removed
Since the return of professional mixed martial arts in New York State in 2016, The Garden regularly hosts top UFC events, including UFC 205 featuring Connor McGregor and Eddie Alvarez, as well as the Professional Fighters League, which has held events at The Theater at Madison Square Garden, including its inaugural World Championships.
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The Garden famously hosted Muhammad Ali and Joe Frazier’s 1971 “Fight of the Century,” considered among the greatest sporting events in modern history. In Fiscal Year 2022, boxing history was made once again when Katie Taylor and Amanda Serrano became the first women to headline a boxing event at The Garden.
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This production has become a tradition for many, creating a holiday touchstone that generations of fans want to return to, time and again.
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The two boxing icons returned on July 11, 2025 for another event when their highly anticipated trilogy bout headlined the first-ever all-female boxing card at The Garden. Since the return of professional mixed martial arts to New York State in 2016, Madison Square Garden has become a premier destination for major Ultimate Fight Championship (“UFC”) events.
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In November 2022, the Rockettes were featured in Hallmark Channel’s movie, “A Holiday Spectacular,” which was shot in part on location at Radio City Music Hall and debuted as part of the network’s Countdown to Christmas programming.
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The Garden has played host to some of the sport’s most iconic moments, including UFC 205 - Connor McGregor vs. Eddie Alvarez; UFC 281 - Israel Adesanya vs. Alex Pereira; UFC 295 - Jiří Procházka vs. Alex Pereira and UFC 309 - Jon Jones vs. Stipe Miocic.
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The venue was ranked number one worldwide six times in the last seven years for venues with a capacity over 15,001, including in calendar year 2023, according to Billboard’s year-end rankings, and in 2023, for the second consecutive year, was the highest grossing venue in the world, regardless of capacity or structure.
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The Rockettes perform in nine numbers throughout the 90-minute production — with more technically complex and different styles of dance than ever before. We acquired the rights to the Christmas Spectacular in 1997, and those rights are separate from, and do not depend on the continuation of, our lease of Radio City Music Hall.
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Focused on the total fan experience, the renovation was designed to benefit everyone in attendance, whether first-time visitors, season ticket subscribers, athletes, artists, suite holders or marketing partners.
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In August 2008, the Beacon Theatre was closed for a seven-month restoration project to return the theater to its original 1929 grandeur.
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Supplier Diversity We are committed to fostering an inclusive environment across all areas of our business. In partnership with MSG Sports and Sphere Entertainment, our Business and Supplier Diversity Program seeks to provide opportunities to diverse suppliers to do business with each of the three companies.
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The widely acclaimed, comprehensive restoration was similar to our restoration of Radio City Music Hall and reflects our commitment to New York City.
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The majority of the CPRA provisions went into effect on January 1, 2023, and additional compliance investment and potential business process 8 changes may be required. Further, there are several legislative proposals in the United States, at both the federal and state level, that could impose new privacy and security obligations.
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For example, we partnered with MSG Sports to host various theme nights during Knicks and Rangers games throughout the season and invited our employee resource groups (“ERGs”), which are open to all employees, to participate: Asian Americans and Pacific Islanders (AAPI), Black, LatinX, PRIDE, Veterans, and Women. 7 The Garden of Dreams Foundation The centerpiece of the Company’s philanthropy is The Garden of Dreams Foundation (“GDF”), a non-profit organization that assists young people in need.
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By welcoming the diverse perspectives and experiences of our employees, we all share in the creation of a more vibrant, unified, and engaging place to work.
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We are committed to fostering a strong, inclusive workplace community where all employees feel supported, valued and empowered to grow. Our approach includes: A culture of accountability: Our performance management practices promote transparency, accountability, and alignment with our business goals. Through ongoing, actionable feedback and development-focused conversations, we support individual growth and recognize contributions at every level.
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Together with Sphere Entertainment and MSG Sports, we have furthered these objectives under our expanded People Development, Diversity and Inclusion function, including: Workforce: Embedding Diversity and Inclusion through Talent Actions • Created a common definition of “potential” and an objective potential assessment to de-bias talent review conversations so employees have an opportunity to learn, grow and thrive.
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Continuous learning is also promoted and supported through an online learning platform and tuition assistance.
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Through our performance management process, we encourage regular conversations between managers and employees regarding goals, career growth and productivity; • Integrated D&I best practices into our performance management and learning and development strategies with the goal of driving more equitable outcomes; • Developed an emerging talent list to expand our talent pool to better identify and provide specific development opportunities for high performing employees, including diverse talent; and • Required all employees to participate in our “Uncover the Elements of an Effective Interview” training, prior to participation in any interview process to educate employees on various forms of bias in the interview process. 9 Workplace: Building an Inclusive and Accessible Community • Expanded our efforts with the MSG D&I enterprise calendar to acknowledge and celebrate culturally relevant days and months of recognition, anchored by our six employee resource groups (“ERGs”): Asian Americans and Pacific Islanders (AAPI), Black, LatinX, PRIDE, Veterans, and Women.
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These resources are intended to support the physical, emotional and financial well-being of our employees. Meaningful employee engagement programs: We invest in meaningful programming that builds connections, recognition, and a sense of belonging across our workforce. From culture-focused campaigns and milestone celebrations to our ERGs and employee recognition, these efforts reinforce our shared purpose of making the unforgettable happen.
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Membership in our ERGs is open to all employees, and we increased combined ERG involvement from approximately 1,100 members in Fiscal Year 2023 to approximately 1,700 members in Fiscal Year 2024 (an increase of 54.8%), which includes employees from the Company, Sphere Entertainment and MSG Sports; • Continued to embed our “Conscious Inclusion Awareness Experience” into an on-boarding experience.
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Labor relations can be volatile, though our current relationships with our unions taken as a whole are positive. We have from time to time faced labor action or had to make contingency plans because of threatened or potential labor actions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSee “— Risks Related to Our Business — O ur operations and operating results were materially impacted by the COVID-19 pandemic and actions taken in response by governmental authorities and certain professional sports leagues, and a resurgence of the pandemic or another pandemic or other public health emergency could adversely affect our business and results of operations .” Weather or other conditions, including natural disasters and similar events, in locations where we own or operate venues may affect patron attendance as well as sales of food and beverages and merchandise, among other things.
Biggest changeWeather or other conditions, including natural disasters and similar events, in locations where we own or operate venues may affect patron attendance as well as sales of food and beverages and merchandise, among other things. Weather conditions may also require us to cancel or postpone events.
Therefore, the Company is particularly vulnerable to adverse events (including acts of terrorism, natural disasters, epidemics, pandemics, weather conditions, labor market disruptions and government actions) and economic conditions in New York City and surrounding areas. For example, our operations and operating results were materially impacted by the COVID-19 pandemic.
Therefore, the Company is particularly vulnerable to adverse events (including government actions, acts of terrorism, natural disasters, epidemics, pandemics, weather conditions and labor market disruptions) and economic conditions in New York City and surrounding areas. For example, our operations and operating results were materially impacted by the COVID-19 pandemic.
Unauthorized access to or security breaches of our systems could result in the loss of data, loss of business, severe reputational damage adversely affecting customer or investor confidence, diversion of management’s attention, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations and 19 significant costs for remediation that may include liability for stolen or lost assets or information and repair of system damage that may have been caused, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach and other liabilities.
Unauthorized access to or security breaches of our systems could result in the loss of data, loss of business, severe reputational damage adversely affecting customer or investor confidence, diversion of management’s attention, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations and significant costs for remediation that may include liability for stolen or lost assets or information and repair of system damage that may have been caused, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach and other liabilities.
System interruption and the lack of integration and redundancy in the information systems and infrastructure, both of our own websites and other computer systems and of affiliate and third-party software, computer networks and other communications systems service providers on which we rely with respect to ticket sales, credit card processing, email marketing, point of sale transactions, database, inventory, human resource management and financial systems, may adversely affect our ability to operate websites or apps, 18 process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations.
System interruption and the lack of integration and redundancy in the information systems and infrastructure, both of our own websites and other computer systems and of affiliate and third-party software, computer networks and other communications systems service providers on which we rely with respect to ticket sales, credit card processing, email marketing, point of sale transactions, database, inventory, human resource management and financial systems, may adversely affect our ability to operate websites or apps, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations.
See also “— Risks Related to Cybersecurity and Intellectual Property — We face continually evolving cybersecurity and similar risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption of our business, damage to our brands and reputation, legal exposure and financial losses .” 20 The services agreements and certain of the commercial arrangements are subject to potential termination in the event Sphere Entertainment or MSG Sports and the Company are no longer affiliates, as applicable.
See also “— Risks Related to Cybersecurity and Intellectual Property — We face continually evolving cybersecurity and similar risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption of our business, damage to our brands and reputation, legal exposure and financial losses .” The services agreements and certain of the commercial arrangements are subject to potential termination in the event Sphere Entertainment or MSG Sports and the Company are no longer affiliates, as applicable.
The popularity of the Christmas Spectacular has in the past declined, for example, as a result of the COVID-19 pandemic, and if it were to decline in the future (including, for example, due to an economic downturn or another pandemic or other public health emergency), our revenues from ticket sales and concession and merchandise sales would likely decline, possibly materially as they did during the COVID-19 pandemic, and we might not be able to replace the lost revenue with revenues from other sources.
The popularity of the Christmas Spectacular has in the past declined, for example, as a result of the COVID-19 pandemic, and if it were to decline in the future (including, for example, due to an economic downturn or another pandemic or other public health emergency), our revenues from ticket sales and concession and merchandise sales would decline, possibly materially as they did during the COVID-19 pandemic, and we might not be able to replace the lost revenue with revenues from other sources.
Expansion or enhancement of productions and/or the development of new productions could require significant upfront expense that may never result in a viable show, as well as investment in sets, staging, creative processes, commissioning and/or licensing of intellectual property, casting and advertising, and may lead to dislocation of other alternative sources of entertainment that may have played in our venues absent these productions.
Expansion or enhancement of productions and/or the development of new productions could require significant upfront expense that may never result in a viable show, as well as investment in sets, staging, creative processes, commissioning and/or licensing of intellectual 10 property, casting and advertising, and may lead to dislocation of other alternative sources of entertainment that may have played in our venues absent these productions.
Such mandatory disclosures are costly, could provide information to threat actors, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures and may require us to expend significant capital and other resources to respond to or alleviate problems caused by an actual or perceived security breach.
Such mandatory disclosures are costly, could provide information to threat actors, could lead to 18 negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures and may require us to expend significant capital and other resources to respond to or alleviate problems caused by an actual or perceived security breach.
Additionally, these businesses may be subject to laws, rules and other circumstances, and have risks in their operations, which may be similar to, or different from, 14 those to which we are subject. Any of the foregoing risks could result in a material negative effect on our business and results of operations or adversely impact the value of our investments.
Additionally, these businesses may be subject to laws, rules and other circumstances, and have risks in their operations, which may be similar to, or different from, those to which we are subject. Any of the foregoing risks could result in a material negative effect on our business and results of operations or adversely impact the value of our investments.
If MSG Entertainment Holdings were to breach or become unable to satisfy this obligation, we could suffer operational difficulties and/or significant losses. The geographic concentration of our business could subject us to greater risk than our competitors and have a material negative effect on our business and results of operations.
If MSG Entertainment Holdings were to breach or become unable to satisfy this obligation, we could suffer operational difficulties and/or significant losses. 12 The geographic concentration of our business could subject us to greater risk than our competitors and have a material negative effect on our business and results of operations.
We seek to obtain contractual indemnities for events at our venues that we do not promote, and 16 under the Arena License Agreements, MSG Sports and the Company have reciprocal indemnity obligations to each other in connection with the home games of the Knicks and Rangers held at The Garden.
We seek to obtain contractual indemnities for events at our venues that we do not promote, and under the Arena License Agreements, MSG Sports and the Company have reciprocal indemnity obligations to each other in connection with the home games of the Knicks and Rangers held at The Garden.
A prolonged period of reduced consumer or corporate spending, including with respect to sponsorship, such as during the COVID-19 pandemic, has in the past and could in the 13 future have an adverse effect on our business and our results of operations.
A prolonged period of reduced consumer or corporate spending, including with respect to sponsorship, such as during the COVID-19 pandemic, has in the past and could in the future have an adverse effect on our business and our results of operations.
The outcome of litigation is inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming, disruptive to our operations and distracting to management. In addition, publicity from these matters could negatively impact our business or reputation, regardless of the accuracy of such publicity.
The outcome of litigation is inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time- 15 consuming, disruptive to our operations and distracting to management. In addition, publicity from these matters could negatively impact our business or reputation, regardless of the accuracy of such publicity.
Similarly, a major epidemic or pandemic, such as the COVID-19 pandemic, or the threat or perceived threat of such an event, has in the past adversely affected and could in the future adversely affect attendance at our events and venues by discouraging public assembly at our events and venues.
A major epidemic or pandemic, such as the COVID-19 pandemic, or the threat or perceived threat of such an event, has in the past adversely affected and could in the future adversely affect attendance at our events and venues by discouraging public assembly at our events and venues.
As a controlled company, we have the right to elect not to comply with the corporate governance rules of the NYSE requiring: (i) a majority of independent directors on our Board; (ii) an independent corporate governance and nominating committee; and (iii) an 22 independent compensation committee.
As a controlled company, we have the right to elect not to comply with the corporate governance rules of the NYSE requiring: (i) a majority of independent directors on our Board; (ii) an independent corporate governance and nominating committee; and (iii) an independent compensation committee.
Our business competes, in certain respects and to varying degrees, with other leisure-time activities and entertainment options such as television, radio, motion pictures, sporting events, music festivals and other live performances, restaurants and nightlife venues, the Internet, social media and social networking platforms, and online and mobile services, including sites for online content distribution, video on demand and other alternative sources of entertainment and information, in addition to competing for concerts with other event venues, for total entertainment dollars in our marketplace.
Our business competes, in certain respects and to varying degrees, with other leisure-time activities and entertainment options, such as television, radio, motion pictures, sporting events, music festivals and other live performances, restaurants and nightlife venues, the Internet, social media and social networking platforms, and online and mobile services, including sites for online content distribution, video on demand and other alternative sources of entertainment and information, in addition to competing for concerts, family shows, sporting events and other events with other event venues, for total entertainment dollars in our marketplace.
For example, following the 2008 financial crisis, we experienced a lower level of event bookings and reduced renewals of certain of our suite licenses, which adversely affected the Company’s results of operations.
For example, following the 2008 financial crisis, we experienced a lower level of event bookings and reduced renewals of certain of our 11 suite licenses, which adversely affected the Company’s results of operations.
As our operations and business grow, we may become subject to or affected by new or additional data protection laws and regulations and face 15 increased scrutiny or attention from regulatory authorities.
As our operations and business grow, we may become subject to or affected by new or additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities.
If we identify other material weaknesses or adverse findings in the future, our ability to report our financial condition or results of operations accurately or timely may be adversely affected, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the market price of our common stock.
If we identify material weaknesses or adverse findings, our ability to report our financial condition or results of operations accurately or timely may be adversely affected, which may result in a loss of investor confidence in our financial reports, significant expenses to remediate any internal control deficiencies, and ultimately have an adverse effect on the market price of our common stock.
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.
The principal obligations under the National Properties Revolving Credit Facility are due at the maturity of the facility. The National Properties Credit Agreement also includes financial covenants requiring MSG National Properties and its restricted subsidiaries to maintain a specified minimum liquidity level, a specified minimum debt service coverage ratio and specified maximum total leverage ratio.
The principal obligations under the National Properties Revolving Credit Facility are due at the maturity of the facility. The National Properties Credit Agreement also includes financial covenants requiring MSG National Properties and its restricted subsidiaries to maintain a specified minimum debt service coverage ratio and specified maximum total leverage ratio.
Relevant rail agencies are considering proposals to redevelop Penn Station, which proposed redevelopment would impact The Garden (and could impact the Theater at Madison Square Garden, which is part of the Madison Square Garden Complex, depending on the outcome of negotiations between relevant stakeholders, including us).
The federal government and relevant rail agencies are considering proposals to redevelop Penn Station, which proposed redevelopment would impact The Garden (and could impact The Theater at Madison Square Garden, which is part of the Madison Square Garden Complex, depending on the outcome of negotiations between relevant stakeholders, including us).
James L. Dolan also currently serves as Non-Executive Chairman of AMC Networks. In addition, Laura Franco serves as the Executive Vice President and General Counsel of both of the Company and Sphere Entertainment, Gregg G. Seibert serves as a Vice Chairman each of the Company, Sphere Entertainment, MSG Sports and AMC Networks and Charles F.
James L. Dolan also currently serves as Non-Executive Chairman of AMC Networks. In addition, Laura Franco serves as the Executive Vice President and General Counsel of both of the Company and Sphere Entertainment and Gregg G. Seibert serves as a Vice Chairman each of the Company, Sphere Entertainment, MSG Sports and AMC Networks.
See “— Risks Related to Our Business — Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic. ” Our 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.
See “— Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic. ” 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.
Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic.
See “— Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic. ” Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic.
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, 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 provisions in our articles of incorporation also expressly validate certain contracts, agreements, arrangements and transactions (and amendments, modifications or terminations thereof) between the Company and the Other Entities and, to the fullest extent permitted by law, provide that the actions of the Overlap Person in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders.
See “— Economic and Operational Risks — We are subject to extensive governmental regulation and our failure to comply with these regulations may have a material negative effect on our business and results of operations .” Our business is particularly sensitive to reductions in travel and discretionary consumer spending.
See “ — We are subject to extensive governmental regulation and our failure to comply with these regulations may have a material negative effect on our business and results of operations .” Our business is particularly sensitive to reductions in travel and discretionary consumer spending.
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 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 additional states may do so in the near future.
The financial results of our business are dependent on the Christmas Spectacular production, for which the 2023 production represented 16% of our revenues in Fiscal Year 2024. Fan and consumer tastes also change frequently and it is a challenge to anticipate what will be successful at any point in time.
The financial results of our business are dependent on the Christmas Spectacular production, for which the 2024 production represented 18% of our revenues in Fiscal Year 2025. Fan and consumer tastes also change frequently and it is a challenge to anticipate what will be successful at any point in time.
Labor matters may have a material negative effect on our business and results of operations. Our business is dependent upon the efforts of unionized workers. As of June 30, 2024, approximately 4,700 full-time and part-time employees, who represent approximately 70% of the Company’s workforce, were subject to CBAs.
Labor matters may have a material negative effect on our business and results of operations. Our business is dependent upon the efforts of unionized workers. As of June 30, 2025, approximately 4,700 full-time and part-time employees, who represent approximately 71% of the Company’s workforce, were subject to CBAs.
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.
The New York State Liquor Authority has threatened to revoke certain of the Company’s liquor licenses, alleging that the Company’s policy of temporarily excluding adverse attorneys from entering its venues during the course on ongoing litigation violates New York state beverage laws.
For example, the New York State Liquor Authority has in the past threatened to revoke certain of the Company’s liquor licenses, alleging that the Company’s policy of temporarily excluding adverse attorneys from entering its venues during the course on ongoing litigation violates New York state beverage laws.
Furthermore, success in the regular season may qualify the Knicks and Rangers for participation in post-season playoffs, which provides us with additional revenue by increasing the number of games played by the teams at The Garden, potentially helping improve attendance in subsequent seasons and increasing the popularity of our suites and sponsorships.
Furthermore, success in the regular season may qualify the Knicks and Rangers for participation in post-season playoffs, which provides us with additional revenue by increasing the number of games played by the teams at The Garden, resulting in additional food and beverage and merchandise sales and potentially helping improve attendance in subsequent seasons and increasing the popularity of our suites and sponsorships.
See “— Risks Related to Our Business — Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic .” • Hospitality-related Permits/Licenses .
See “— Our 13 operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic .” • Hospitality-related Permits/Licenses .
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.
All of the shares of our Class A common stock are freely tradable without restriction or further registration under the Securities Act unless the shares are owned by our “affiliates” as that term is defined in the rules under the Securities Act.
All of the shares of our Class A common stock are freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”) unless the shares are owned by our “affiliates” as that term is defined in the rules under the Securities Act.
We have in the past incurred substantial operating losses, adjusted operating losses and negative cash flow and there is no assurance we will have operating income, positive adjusted operating income or positive cash flow in the future. We have in prior periods incurred operating losses, adjusted operating losses and negative cash flow.
We have in prior periods incurred operating losses, adjusted operating losses and negative cash flow. There is no assurance that we will have operating income, adjusted operating income, or positive cash flow in the future.
We are controlled by the Dolan Family. As a result of their control, the Dolan Family has the ability to prevent or cause a change in control or approve, prevent or influence certain actions by the Company.
As a result of their control, the Dolan Family has the ability to prevent or cause a change in control or approve, prevent or influence certain actions by the Company.
For example 16% of our revenues in Fiscal Year 2024 were derived from the Christmas Spectacular , (compared to the 2022 production representing 15% of our revenues in Fiscal Year 2023). Our revenues are highest in the second quarter of our fiscal year when these performances primarily occur.
For example 18% of our revenues in Fiscal Year 2025 were derived from the Christmas Spectacular (compared to the 2023 production representing 16% of our revenues in Fiscal Year 2024). Our revenues are highest in the second quarter of our fiscal year when these performances primarily occur.
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 value of any such revenue reduction could be significant but is expected to be substantially less than the property tax paid by the teams.
The value of any such license fee reduction could be significant but is expected to be substantially less than the property tax paid by the teams.
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.
The members of the Dolan Family Group have entered into a Stockholders Agreement relating, among other things, to the voting of their shares of our Class B common stock. As a result, we are a “controlled company” under the corporate governance rules of the NYSE.
The members of the Dolan Family Group have entered into a Stockholders Agreement relating, among other things, to the voting of their shares of our Class B common stock. As a result, we are a “controlled company” under the corporate governance rules of the New York Stock Exchange (“NYSE”).
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.
MSG National Properties, LLC (“MSG National Properties”) and certain other subsidiaries are party to a five-year $650 million senior secured term loan facility (the “National Properties Term Loan Facility”) and a five-year $150 million revolving credit facility (the “National Properties Revolving Credit Facility” and, together with the National Properties Term Loan Facility, the “National Properties Facilities”), which are guaranteed by MSG Entertainment Holdings, to fund working capital needs, for general corporate purposes of MSG National Properties and its subsidiaries, and to make distributions to MSG Entertainment Holdings (the “National Properties Credit Agreement”).
MSG National Properties, LLC (“MSG National Properties”) and certain other subsidiaries are party to a five-year $609 million senior secured term loan facility (the “National Properties Term Loan Facility”) and a five-year $150 million revolving credit facility (the “National Properties Revolving Credit Facility” and, together with the National Properties Term Loan Facility, the “National Properties Facilities”), which are guaranteed by MSG Entertainment Holdings, to fund working capital needs, for general corporate purposes of MSG National Properties and its subsidiaries, and to make distributions to MSG Entertainment Holdings (as amended or supplemented from time to time, the “National Properties Credit Agreement”).
Cresitello, also serves as Secretary of Sphere Entertainment and MSG Sports. We refer to these persons as “Overlap Persons.” The Overlap Persons may have actual or apparent conflicts of interest with respect to matters involving or affecting each company.
Cresitello, also serves as Senior Vice President, Deputy General Counsel and Secretary of Sphere Entertainment and MSG Sports. We refer to these persons as “Overlap Persons.” The Overlap Persons may have actual or apparent conflicts of interest with respect to matters involving or affecting each company.
Our Madison Square Garden Complex benefits from a more limited real estate tax exemption pursuant to an agreement with the City of New York, subject to certain conditions, and legislation enacted by the State of New York in 12 1982. For Fiscal Year 2024, the tax exemption was $42.2 million.
Our Madison Square Garden Complex benefits from a more limited real estate tax exemption pursuant to an agreement with the City of New York, subject to certain conditions, and legislation enacted by the State of New York in 1982. For Fiscal Year 2025, the tax exemption was $43.0 million.
As a result of labor market disruptions due to lingering effects of the COVID-19 pandemic and otherwise, we have in the past faced difficulty in maintaining staffing at our venues and retaining talent in our corporate departments. As a result, we have had to scale back hours and days of operations in certain markets and venues.
For example, we have in the past faced difficulty in maintaining staffing at our venues and retaining talent in our corporate departments as a result of labor market disruptions due to lingering effects of the COVID-19 pandemic and otherwise, which resulted in scaling back hours and days of operations in certain markets and venues.
Certain government officials and special interest groups have in the past used, and may in the future use, the renewal process for the zoning special permit to pressure us to make financial contributions to the redevelopment of Penn Station, relocate or transfer all or portions of the Madison Square Garden Complex.
Certain government officials and special interest groups have in the past used, and may in the future use, the renewal process for the zoning special permit to pressure us to make concessions such as financial contributions to the redevelopment of Penn Station or relocating or transferring all or portions of the Madison Square Garden Complex.
Shares held by “affiliates” may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144. Certain parties have registration rights covering a portion of our shares of Class A common stock. We have entered into registration rights agreements with Charles F.
Shares held by “affiliates” may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144. Certain parties have registration rights covering a portion of our shares of Class A common stock.
Under the Arena License Agreements, which each have a term of 35 years running through 2055, the Knicks and the Rangers pay an annual license fee in connection with their respective use of The Garden. In addition, the Arena License Agreements provide us with additional revenue opportunities.
Under the Arena License Agreements, which each have a term of 35 years running through 2055, the Knicks and the Rangers pay an annual license fee in connection with their respective use of The Garden.
The Company’s amended and restated certificate of incorporation acknowledges that directors and officers of the Company may also be serving as directors, officers, employees or agents of an Other Entity, and that the Company may engage in material business transactions with such Other Entities.
The Company’s articles of incorporation acknowledge that directors and officers of the Company may also be serving as directors, officers, employees or agents of an Other Entity, and that the Company may engage in material business transactions with such Other Entities.
The principal obligations under the National Properties Term Loan Facility are to be repaid in quarterly installments beginning with the fiscal quarter ended March 31, 2023, in an aggregate amount equal to 2.50% per annum (0.625% per quarter), stepping up to 5.0% per annum (1.25% per quarter) in the fiscal quarter ending September 30, 2025, with the balance due at the maturity of the facility.
The principal obligations under the National Properties Term Loan Facility are to be repaid in quarterly installments beginning with the fiscal quarter ending September 30, 2025, in an aggregate amount equal to 5.0% per annum (1.25% per quarter), with the balance due at the maturity of the facility.
Approximately 9% of such union employees are subject to CBAs that expired as of June 30, 2024 and approximately 12% are subject to CBAs that will expire by June 30, 2025 if they are not extended prior thereto.
Approximately 11% of such union employees are subject to CBAs that expired as of June 30, 2025 and approximately 36% are subject to CBAs that will expire by June 30, 2026 if they are not extended prior thereto.
As a result, the Dolan Family Group has the power to prevent such issuance or amendment. The Dolan Family Group also controls Sphere Entertainment, MSG Sports and AMC Networks. We have elected to be a “controlled company” for NYSE purposes, which allows us not to comply with certain of the corporate governance rules of the NYSE.
The Dolan Family Group also controls Sphere Entertainment, MSG Sports and AMC Networks. We have elected to be a “controlled company” for NYSE purposes, which allows us not to comply with certain of the corporate governance rules of the NYSE.
Furthermore, nine of the members of our Board also serve as directors of Sphere Entertainment, nine serve as directors of MSG Sports and three serve as directors of AMC Networks, including our Executive Chairman and Chief Executive Officer, who serves as Non-Executive Chairman of AMC Networks. Further, our Secretary, Mark C.
Furthermore, eight of the members of our Board also serve as directors of Sphere Entertainment, eight serve as directors of MSG Sports and three serve as directors of AMC Networks, including our Executive Chairman and Chief Executive Officer, who serves as Non-Executive Chairman of AMC Networks. Further, our Senior Vice President, Deputy General Counsel and Secretary, Mark C.
We have two classes of common stock: • Class A common stock, par value $0.01 per share, which is entitled to one vote per share and is entitled collectively to elect 25% of our Board; and • Class B common stock, par value $0.01 per share (“Class B common stock”), which is entitled to 10 votes per share and is entitled collectively to elect the remaining 75% of our Board.
We have two classes of common stock: • Class A common stock, par value $0.01 per share, which is entitled to one vote per share and is entitled collectively to elect a number of directors constituting at least 25% of our Board; and • Class B common stock, par value $0.01 per share (“Class B common stock”), which is generally entitled to 10 votes per share and is entitled collectively to elect the remainder of our Board.
The Dolan Family Committee generally acts by majority vote, except that approval of a going-private transaction must be approved by a two-thirds vote and approval of a change-in-control transaction must be approved by not less than all but one vote. The voting members of the Dolan Family Committee are James L. Dolan, Thomas C. Dolan, Kathleen M. Dolan, Deborah A.
Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney. The Dolan Family Committee generally acts by majority vote, except that approval of a going-private transaction must be approved by a two-thirds vote and approval of a change-in-control transaction must be approved by not less than all but one vote.
As of June 30, 2024, our total indebtedness was $626 million, $16 million of which matures before the end of Fiscal Year 2025.
As of June 30, 2025, our total indebtedness was $609 million, $30 million of which matures before the end of Fiscal Year 2026.
Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between an Other Entity and us. In addition, certain of our directors and officers continue to own stock and/or stock options or other equity awards of an Other Entity.
Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between Sphere Entertainment, MSG Sports or AMC Networks (each referred to as an “Other Entity”) and us. In addition, certain of our directors and officers continue to own stock and/or stock options or other equity awards of an Other Entity.
Dolan, members of his family, and certain Dolan family interests that provide them with “demand” and “piggyback” registration rights with respect to approximately 8.5 million shares of Class A common stock (inclusive of exercisable options), 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, and certain Dolan family interests that provide them with “demand” and “piggyback” registration rights with respect to approximately 8.4 million shares of Class A common stock (inclusive of exercisable options), including shares issuable upon conversion of shares of Class B common stock.
In addition, inflation, which has significantly risen, has increased and may continue to increase operational costs, including labor costs, and continued increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks.
In addition, inflation, which has risen significantly in recent years, has resulted in and may continue to result in increased operational costs, including labor costs. Volatility in, and uncertainty regarding, inflation rates, as well as continued elevated interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks.
We have entered into various agreements with Sphere Entertainment and MSG Sports that govern our ongoing commercial relationship, including the Arena License Agreements, sponsorship agency agreements in connection with the sale of sponsorships for the Knicks and Rangers, as well as MSG Sports’ other teams, and a trademark license agreement regarding the use of the “MSG” name.
We have entered into various agreements with Sphere Entertainment and MSG Sports that govern our ongoing commercial relationship, including the Arena License Agreements, sponsorship agency agreements in connection with the sale of sponsorships for the Knicks and Rangers, subleases with Sphere Entertainment and MSG Sports for their use of our corporate office space in New York City, and a trademark license agreement regarding the use of the “MSG” name.
As of June 30, 2024, the Dolan family, including trusts for the benefit of members of the Dolan family (collectively, the “Dolan Family Group”) collectively owns all of our Class B common stock, approximately 3.9% of our outstanding Class A common stock (inclusive of options exercisable and restricted stock units vesting within 60 days of June 30, 2024) and approximately 63.7% of the total voting power of all our outstanding common stock (in each case, inclusive of exercisable options).
As of June 30, 2025, certain members of the Dolan family, including certain trusts for the benefit of members of the Dolan family (collectively, the “Dolan Family Group”) collectively owns all of our Class B common stock, approximately 3.6% of our outstanding Class A common stock (inclusive of options exercisable and restricted stock units vesting within 60 days of June 30, 2025) and approximately 64.0% of the total voting power of all our outstanding common stock (in each case, inclusive of exercisable options) in matters other than the election of directors.
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. 20 As a result, the Dolan Family Group, which includes the Excluded Trusts, has the power to prevent such issuance or amendment.
There is no assurance that we will have operating income, adjusted operating income, or positive cash flow in the future. Significant operating losses may limit our ability to raise necessary financing, or to do so on favorable terms, as such losses could be taken into account by potential investors, lenders and the organizations that issue investment ratings on indebtedness.
Significant operating losses may limit our ability to raise necessary financing, or to do so on favorable terms, as such losses could be taken into account by potential investors, lenders and the organizations that issue investment ratings on indebtedness.
We cannot yet determine the impact that these future laws and regulations may have on our business. As new privacy- and security-related laws and regulations are implemented, the time and resources needed for us to comply with such laws and regulations, as well as our potential liability for non-compliance with such laws and regulations, may increase.
As new privacy- and security-related laws and regulations are implemented, the time and resources needed for us to comply with such laws and regulations, as well as our potential liability for non-compliance with such laws and regulations, may increase.
A beneficial owner of our Class A common stock that is a non-U.S. holder should consult its tax advisor as to the particular tax consequences that would be applicable to such holder if we are treated as a USRPHC. Our historical financial results may not be representative of our results as a separate, standalone company.
A beneficial owner of our Class A common stock that is a non-U.S. holder should consult its tax advisor as to the particular tax consequences that would be applicable to such holder if we are treated as a USRPHC. We are controlled by the Dolan Family.
Our management may be unable to conclude in future periods that our disclosure controls and procedures are effective due to the effects of various factors, which may, in part, include unremediated material weaknesses in internal controls over financial reporting.
This could result in significant expenses to remediate any internal control deficiencies and lead to a decline in our stock price. Our management may be unable to conclude in future periods that our disclosure controls and procedures are effective due to the effects of various factors, which may, in part, include unremediated material weaknesses in internal controls over financial reporting.
As of June 30, 2024, outstanding letters of credit were $18.8 million and the remaining balance available under the National Properties Revolving Credit Facility was $131.2 million. The National Properties Facilities will mature on June 30, 2027.
As of June 30, 2025, outstanding letters of credit were $16 million and the remaining balance available under the National Properties Revolving Credit Facility was $134 million. The National Properties Facilities will mature on June 27, 2030.
If interest rates were to continue to increase (including in connection with rising inflation), this would further increase the amount of interest expense that we would have to pay in connection with our variable interest rate indebtedness, which could cause our interest expense to be substantial relative to our revenues and cash outflows.
If interest rates were to increase in the future (including in connection with rising inflation), this would further increase the amount of interest expense that we would have to pay in connection with our variable interest rate indebtedness, which could cause our interest expense to be substantial relative to our revenues and cash outflows. 16 We have in the past incurred substantial operating losses, adjusted operating losses and negative cash flow and there is no assurance we will have operating income, positive adjusted operating income or positive cash flow in the future.
If we are unable to renew our lease agreements on economically attractive terms, our business could be materially negatively affected. MSG Entertainment Holdings, the entity that guarantees the lease for Radio City Music Hall, is required to maintain a certain net worth that, if not maintained, would require the entity to post a letter of credit or provide cash collateral.
MSG Entertainment Holdings, the entity that guarantees the lease for Radio City Music Hall, is also required to maintain a certain net worth that, if not maintained, would require the entity to post a letter of credit or provide cash collateral.
For example, our interest expense increased from approximately $51.9 million in Fiscal Year 2023 to approximately $58.0 million in Fiscal Year 2024 despite a reduction in the aggregate outstanding principal amount of the National Properties Facilities.
As a result, increases in market interest rates increase our interest expense and our debt service obligations. For example, our interest expense increased from approximately $52 million in Fiscal Year 2023 to approximately $58 million in Fiscal Year 2024 despite a reduction in the aggregate outstanding principal amount of the National Properties Facilities.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting Results of Operations.” We are required to assess our internal control over financial reporting on an annual basis and Sphere Entertainment’s management identified a material weakness during Fiscal Year 2022, which has now been remediated.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting Results of Operations.” We are required to assess our internal control over financial reporting on an annual basis.
We cannot be assured that such investments will generate revenues that are sufficient to justify our investment or even that exceed our expenses. 11 The success of our business depends on the continued popularity of the Christmas Spectacular production, and the entertainment and sporting events we host at our venues, the decline of which could have a material negative effect on our business and results of operations.
The success of our business depends on the continued popularity of the Christmas Spectacular production, and the entertainment and sporting events we host at our venues, the decline of which could have a material negative effect on our business and results of operations.
In addition, governmental authorities and private litigants continue to bring actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive. We may incur significant legal expenses or reputational damage for data privacy or security claims regardless of whether we are found to be liable.
In addition, governmental authorities and private litigants continue to bring actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive.
Weather conditions may also require us to cancel or postpone events. Any of these events may have a material negative effect on our business and results of operations, and any such events may harm our ability to obtain or renew insurance coverage on favorable terms or at all.
Any of these events may have a material negative effect on our business and results of operations, and any such events may harm our ability to obtain or renew insurance coverage on favorable terms or at all. We may pursue acquisitions and other strategic transactions and/or investments to complement or expand our business that may not be successful.
If we are required to indemnify Sphere Entertainment under the circumstances set forth in the Tax Disaffiliation Agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position.
If we are required to indemnify Sphere Entertainment under the circumstances set forth in the Tax Disaffiliation Agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position. 19 Certain adverse U.S. federal income tax consequences might apply to non-U.S. holders that hold our Class A common stock if we are treated as a USRPHC.
See the section entitled “Certain Relationships and Related Party Transactions — Certain Relationships and Potential Conflicts of Interest” in the Company’s Definitive Proxy Statement filed with the SEC on October 26, 2023 for a discussion of certain procedures we have instituted to help ameliorate such potential conflicts that may arise.
See the section entitled “Certain Relationships and Related Party Transactions — Certain Relationships and Potential Conflicts of Interest” in the Company’s Definitive Proxy Statement filed with the SEC on October 25, 2024 for a discussion of certain procedures we have instituted to help ameliorate such potential conflicts that may arise. 21 Our overlapping directors and officers with Sphere Entertainment, MSG Sports and/or AMC Networks may result in the diversion of corporate opportunities to Sphere Entertainment, MSG Sports and/or AMC Networks, and other conflicts, and provisions in our articles of incorporation may provide us no remedy in that circumstance.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe 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.
Biggest changeThe 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.
Risk Factors, including in the risk factor entitled “We 24 face continually evolving cybersecurity and similar risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption to our business, damage to our brands and reputation, legal exposure and financial losses.”
Risk Factors, including in the risk factor entitled “We face continually evolving cybersecurity and similar risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption to our business, damage to our brands and reputation, legal exposure and financial losses.”
We also maintain controls and procedures that are designed to promptly escalate certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Audit Committee of our Board of Directors in a timely manner.
We also maintain controls and procedures that are designed to promptly escalate certain cybersecurity incidents 22 so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Audit Committee of our Board of Directors in a timely manner.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSignificant properties that are leased in New York City include approximately 607,000 square feet housing Madison Square Garden Entertainment Corp.’s administrative and executive offices with approximately 47,000 square feet of space that is subleased to MSG Sports, approximately 577,000 square feet comprising Radio City Music Hall (with a maximum capacity of approximately 6,000 seats) and approximately 57,000 square feet comprising the Beacon Theatre (with a maximum capacity of approximately 2,800 seats).
Biggest changeSignificant properties that are leased in New York City include approximately 367,000 square feet housing Madison Square Garden Entertainment Corp.’s administrative and executive offices with approximately 64,000 square feet of space that is subleased to MSG Sports and approximately 18,000 square feet of space that is subleased to Sphere Entertainment, approximately 577,000 square feet comprising Radio City Music Hall (with a maximum capacity of approximately 6,000 seats) and approximately 57,000 square feet comprising the Beacon Theatre (with a maximum capacity of approximately 2,800 seats).
For more information on our venues, see “Item 1. Business — Our Business — Our Venues.” Our Madison Square Garden Complex is subject to and benefits from various easements, including over the “breezeway” into Madison Square Garden from Seventh Avenue in New York City (which we share with other property owners).
For more information on our venues, see “Item 1. Business — Our Business — Our Venues.” 23 Our Madison Square Garden Complex is subject to and benefits from various easements, including over the “breezeway” into Madison Square Garden from Seventh Avenue in New York City (which we share with other property owners).

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings The Company is a defendant in various lawsuits. Although the outcome of lawsuits cannot be predicted with certainty (including the extent of available insurance, if any), management does not believe that resolution of these lawsuits will have a material adverse effect on the Company. Item 4. Mine Safety Disclosures Not applicable. 25 PART II
Biggest changeItem 3. Legal Proceedings The Company is a defendant in various lawsuits. Although the outcome of lawsuits cannot be predicted with certainty (including the extent of available insurance, if any), management does not believe that resolution of these lawsuits will have a material adverse effect on the Company. Item 4. Mine Safety Disclosures Not applicable. 24 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeBase Period 4/21/23 6/30/23 6/30/24 Madison Square Garden Entertainment Corp. $ 100.00 $ 108.49 $ 110.45 Russell 2000 Index 100.00 105.80 116.44 Bloomberg Americas Entertainment Index 100.00 108.33 109.27 This performance graph shall not be deemed “filed” for purposes of Section 18 of 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 changeBase Period 4/21/23 6/30/23 6/30/24 6/30/25 Madison Square Garden Entertainment Corp. $ 100.00 $ 108.49 $ 110.45 $ 128.98 Russell 2000 Index 100.00 105.80 116.44 125.38 Bloomberg Americas Entertainment Index 100.00 108.33 109.27 117.26 This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any of our filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 21, 2023 through June 30, 2024. The comparison assumes an investment of $100 on April 21, 2023 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 Bloomberg Americas Entertainment Index. This graph covers the period from April 21, 2023 through June 30, 2025. The comparison assumes an investment of $100 on April 21, 2023 and reinvestment of dividends.
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. Item 6. [RESERVED] 27
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 2025 Annual Meeting of Stockholders, which is expected to be filed with the SEC within 120 days of our fiscal year end. Item 6. [RESERVED] 26
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “MSGE.” The Company’s Class A Common Stock began “regular way” trading on the NYSE on April 21, 2023.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Class A common stock is listed on the NYSE under the symbol “MSGE.” The Company’s Class A Common Stock began “regular way” trading on the NYSE on April 21, 2023.
As of June 30, 2024, there were 662 holders of record of our Class A common stock. There is no public trading market for our Class B common stock. As of June 30, 2024, there were 14 holders of record of our Class B common stock.
As of June 30, 2025, there were 652 holders of record of our Class A common stock. There is no public trading market for our Class B common stock. As of June 30, 2025, there were 14 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 dividend on our common stock for the foreseeable future. 26 Issuer Purchases of Equity Securities On March 29, 2023, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $250 million of the Company’s Class A Common Stock (the “Stock Repurchase Program”).
We did not pay any dividends on our common stock during Fiscal Year 2025 and do not have any current plans to pay a cash dividend on our common stock for the foreseeable future. 25 Unregistered Sales of Equity Securities and Use of Proceeds On March 29, 2023, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $250 million of the Company’s Class A Common Stock (the “Stock Repurchase Program”).
As of June 30, 2024, the Company had approximately $110 million remaining available for repurchases under the Stock Repurchase Program.
As of June 30, 2025, the Company had approximately $70 million remaining available for repurchases under the Stock Repurchase Program.
The timing and amount of purchases will depend on market conditions and other factors. For the three months ended June 30, 2024, the Company did not repurchase any shares of Class A Common Stock. For Fiscal Year 2024, the Company repurchased 3,525,314 shares of Class A Common Stock for approximately $115 million.
The timing and amount of purchases will depend on market conditions and other factors. For the three months ended June 30, 2025, the Company did not repurchase any shares of Class A Common Stock. For Fiscal Year 2025, the Company repurchased 1,117,601 shares of Class A Common Stock for approximately $40 million.

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 level of our expenses, including our corporate expenses; • the level of our revenues, which depends in part on the popularity of the Christmas Spectacular , the professional sports teams whose games are played at The Garden and other events which are presented in our venues, and our ability to attract such events; • the on-ice and on-court performance of the professional sports teams whose games we host in our venues; • the level of our capital expenditures and other investments; • general economic conditions, especially in the New York City and Chicago metropolitan areas where we have business activities; • the demand for sponsorship and suite arrangements; • competition, for example, from other venues and sports and entertainment options, including of new competing venues; • the effect of any postponements or cancellations by third-parties or the Company of scheduled events, whether as a result of a pandemic or other public health emergency due to operational challenges and other health and safety concerns (such as the partial cancellation of the 2021 production of the Christmas Spectacular ) or otherwise; • the extent to which attendance at our venues may be impacted by government actions, renewed health concerns by potential attendees and reduced tourism; • the impact on the payments we receive under the Arena License Agreements that require the Knicks of the NBA and the Rangers of the NHL to play their home games at The Garden as a result of government-mandated capacity restrictions, league restrictions and/or social-distancing or vaccination requirements, if any, at Knicks and Rangers games; • 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 NHL, or other work stoppage; • seasonal fluctuations and other variations in our operating results and cash flow from period to period; • enhancements or changes to existing productions and the investments associated with such enhancements or changes; • business, reputational and litigation risk if there is a cyber or other security incident resulting in loss, disclosure or misappropriation of stored personal information, or disclosure of confidential information or other breaches of our information security; • our ability to effectively manage any impacts of a pandemic or other public health emergency (including COVID-19 variants) 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; • activities or other developments (such as a pandemic or other public health emergency) that discourage or may discourage congregation at prominent places of public assembly, including our venues; • 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; 28 • our internal control environment and our ability to identify and remedy any future material weaknesses; • the costs associated with, and the outcome of, litigation, including any negative publicity, 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 how those regulations and laws are interpreted, as well as the continued benefit of certain tax exemptions and the ability to maintain necessary permits or licenses; • the impact of any government plans to redesign New York City’s Penn Station; • the impact of sports league rules, regulations and/or agreements and changes thereto; • the substantial amount of debt incurred, the ability of our subsidiaries to make payments on, or repay or refinance, such debt under the National Properties Credit Agreement and our ability to obtain additional financing, to the extent required; • financial community perceptions of our business, operations, financial condition and the industries in which we operate; • the performance by MSG Sports of its obligations under various agreements with the Company and ongoing commercial arrangements, including the Arena License Agreements; • the tax-free treatment of the MSGE Distribution; • failure of the Company or Sphere Entertainment to satisfy its obligations under transition services agreements, or other agreements entered into in connection with the MSGE Distribution; and • the additional factors described under “Risk Factors” in this Annual Report on Form 10-K.
Biggest changeFactors that may cause such differences to occur include, but are not limited to: • the level of our expenses, including our corporate expenses; • the level of our revenues, which depends in part on the popularity of the Christmas Spectacular , Starring the Radio City Rockettes (the “Christmas Spectacular”) , the sports teams whose games are played at The Garden and other events which are presented in our venues, and our ability to attract such events; • the on-ice and on-court performance of the sports teams whose games we host in our venues; • competition, for example, from other venues and sports and entertainment options, including of new competing venues; • the level of our capital expenditures and other investments; • general economic conditions, especially in the New York City and Chicago metropolitan areas where we have business activities, including the impact of a recession on our business; • the demand for sponsorship and suite arrangements; • the effect of any postponements or cancellations by third-parties or the Company of scheduled events, whether as a result of a pandemic or other public health emergency due to operational challenges and other health and safety concerns or otherwise; • the extent to which attendance at our venues may be impacted by government actions, renewed health concerns by potential attendees and reduced tourism; • the impact on the payments we receive under the Arena License Agreements that require the Knicks of the NBA and the Rangers of the NHL to play their home games at The Garden as a result of government-mandated capacity restrictions, league restrictions and/or social-distancing or vaccination requirements, if any, at Knicks and Rangers games; • 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 NHL, or other work stoppage; • seasonal fluctuations and other variations in our operating results and cash flow from period to period; • enhancements or changes to existing productions and the investments associated with such enhancements or changes; • business, reputational and litigation risk if there is a cyber or other security incident resulting in loss, disclosure or misappropriation of stored personal information, or disclosure of confidential information or other breaches of our information security; • activities or other developments that discourage or may discourage congregation at prominent places of public assembly, including our venues; • 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; • our internal control environment and our ability to identify and remedy any future material weaknesses; • the costs associated with, and the outcome of, litigation, including any negative publicity, and other proceedings to the extent uninsured, including litigation or other claims against companies we invest in or acquire; 27 • the impact of governmental regulations or laws, including potential legislation related to ticketing, changes in how those regulations and laws are interpreted, as well as the continued benefit of certain tax exemptions and the ability to maintain necessary permits or licenses; • the impact of any government plans to redesign New York City’s Penn Station; • the impact of sports league rules, regulations and/or agreements and changes thereto; • the substantial amount of debt incurred, the ability of our subsidiaries to make payments on, or repay or refinance, such debt under the National Properties Credit Agreement and our ability to obtain additional financing, to the extent required; • financial community perceptions of our business, operations, financial condition and the industries in which we operate; • changes in international trade policies and practices, including tariffs, and the economic impacts, volatility and uncertainty resulting therefrom; • our ability to effectively manage any impacts of a pandemic or other public health emergency (including COVID-19 variants) 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 performance by MSG Sports of its obligations under various agreements with the Company and ongoing commercial arrangements, including the Arena License Agreements; • the tax-free treatment of the MSGE Distribution; • failure of the Company or Sphere Entertainment to satisfy its obligations under various agreements with Sphere Entertainment, including the services agreement; and • the additional factors described under “Risk Factors” in this Annual Report on Form 10-K.
The significant accounting policies which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following: Revenue Recognition – Arrangements with Multiple Performance Obligations 42 The Company enters into arrangements with multiple performance obligations, such as multi-year sponsorship agreements, which may derive revenues for the Company, as well as Sphere Entertainment and MSG Sports within a single arrangement.
The significant accounting policies which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following: Revenue Recognition – Arrangements with Multiple Performance Obligations The Company enters into arrangements with multiple performance obligations, such as multi-year sponsorship agreements, which may derive revenues for the Company, as well as Sphere Entertainment and MSG Sports within a single arrangement.
Income taxes Income tax benefit for Fiscal Year 2024 of $92,009 differs from income tax expense derived from applying the statutory federal rate of 21% to the pretax income primarily due to (i) income tax benefit due to a decrease in the valuation allowance of $108,506 and (ii) income tax benefit of $4,487 related to return to provision adjustments, partially offset by (iii) state income tax expense of $9,039.
Income tax benefit for Fiscal Year 2024 of $92,009 differs from income tax expense derived from applying the statutory federal rate of 21% to the pretax income primarily due to (i) income tax benefit due to a decrease in the valuation allowance of $108,506 and (ii) income tax benefit of $4,487 related to return to provision adjustments, partially offset by (iii) state income tax expense of $9,039.
The Arena License Agreements require the Company to pay 50% of the net proceeds generated from in-venue food and beverage sales to MSG Sports. 31 Merchandise We earn revenues from the sale of merchandise related to our proprietary productions and other live entertainment events that take place at our venues.
The Arena License Agreements require the Company to pay 50% of the net proceeds generated from in-venue food and beverage sales to MSG Sports. Merchandise We earn revenues from the sale of merchandise related to our proprietary productions and other live entertainment events that take place at our venues.
The Company eliminates merger, spin-off, 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, spin-off, and acquisition-related transaction costs, when applicable, because the Company does not consider such costs to be indicative of the ongoing operating performance of the Company as they result from an event that is of a non-recurring nature, thereby enhancing comparability.
Key factors considered by the Company in developing an estimated standalone selling price for its performance obligations include, but are not limited to, prices charged for similar performance obligations, the Company’s ongoing pricing strategy and policies, and consideration of pricing of similar performance obligations sold in other arrangements with multiple performance obligations.
Key factors considered by the Company in developing an estimated standalone 40 selling price for its performance obligations include, but are not limited to, prices charged for similar performance obligations, the Company’s ongoing pricing strategy and policies, and consideration of pricing of similar performance obligations sold in other arrangements with multiple performance obligations.
Certain of these factors in turn depend on the popularity and/or performance of the professional sports teams whose games we host at The Garden. 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 sports teams whose games we host at The Garden. The Company’s future performance is dependent in part on general economic conditions and the effect of these conditions on our customers.
The Company believes AOI is an appropriate measure for evaluating the operating performance of the Company on a consolidated and combined basis. AOI and similar measures with similar titles are common performance measures used by investors and analysts to analyze the Company’s performance.
The Company believes AOI is an appropriate measure for evaluating the operating performance of the Company on a consolidated basis. AOI and similar measures with similar titles are common performance measures used by investors and analysts to analyze the Company’s performance.
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.
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.
The 30 amount of revenue we earn from ticket sales depends on the number of shows and the mix of events that we promote, the capacity of the venue used, the extent to which we can sell to fully utilize the capacity, and ticket prices.
The amount of revenue we earn from ticket sales depends on the number of shows and the mix of events that we promote, the capacity of the venue used, the extent to which we can sell to fully utilize the capacity, and ticket prices.
Venue operating expenses include the non-event related costs of operating the Company’s venues, and include such costs as rent for the Company’s leased venues, real estate taxes, insurance, utilities, repairs and maintenance, and labor related to the overall management of the venues.
Venue operating expenses include 31 the non-event related costs of operating the Company’s venues, and include such costs as rent for the Company’s leased venues, real estate taxes, insurance, utilities, repairs and maintenance, and labor related to the overall management of the venues.
Signage revenues generally involve the sale of advertising space at The Garden during entertainment events and otherwise in our venues. We also earn our revenues through the sale of outdoor signage around the Madison Square Garden complex I.
Signage revenues generally involve the sale of advertising space at The Garden during entertainment events and otherwise in our venues. We also earn our revenues through the sale of outdoor signage around the Madison Square Garden complex.
In light of the intense competition for 32 entertainment events, such expenditures are a necessity to drive interest in our productions and encourage members of the public to purchase tickets to our shows.
In light of the intense competition for entertainment events, such expenditures are a necessity to drive interest in our productions and encourage members of the public to purchase tickets to our shows.
The Company also creates, produces and/or presents live productions that are performed in the Company’s venues. This includes the Christmas Spectacular production, which features the world-famous Rockettes and which has been performed at Radio City Music Hall for 90 years.
The Company also creates, produces and/or presents live productions that are performed in the Company’s venues. This includes the Christmas Spectacular production, which features the world-famous Rockettes and which has been performed at Radio City Music Hall for 91 years.
Our MD&A is organized as follows: MSGE Distribution and Business Overview. This section provides a general description of our business, as well as other matters that we believe are important in understanding our results of operations and financial condition and in anticipating future trends. Results of Operations.
Our MD&A is organized as follows: Business Overview. This section provides a general description of our business, as well as other matters that we believe are important in understanding our results of operations and financial condition and in anticipating future trends. Results of Operations.
To the extent costs are capitalized, the Company estimates the useful life of the related contract asset which may be the underlying contract term or the estimated customer life depending on the facts and circumstances surrounding the contract. The contract asset is amortized over the estimated useful life. 43
To the extent costs are capitalized, the Company estimates the useful life of the related contract asset which may be the underlying contract term or the estimated customer life depending on the facts and circumstances surrounding the contract. The contract asset is amortized over the estimated useful life. 41
Judgments and uncertainties may result in materially different amounts being reported under different conditions or using different assumptions. In addition to the critical accounting estimates disclosed below, see Note 17.
Judgments and uncertainties may result in materially different amounts being reported under different conditions or using different assumptions. In addition to the critical accounting estimates disclosed below, see Note 16.
The National Properties Credit Agreement requires MSG National Properties to pay a commitment fee ranging from 0.30% to 0.50% in respect of the daily unused commitments under the National Properties Revolving Credit Facility.
The National Properties Credit Agreement requires MSG National Properties to pay a commitment fee ranging from 0.20% to 0.30% in respect of the daily unused commitments under the National Properties Revolving Credit Facility.
Revenue Sources The Company earns revenue from several primary sources: ticket sales to our audiences for live events that we produce or promote/co-promote, license fees for our venues paid by third-party promoters or licensees in connection with events that we do not produce or promote/co-promote, facility and ticketing fees, concessions, sponsorships and signage, suite license fees at The Garden, merchandising and tours at certain of our venues.
Revenue Sources The Company earns revenue from several primary sources: ticket sales to our audiences for live events that we produce or promote/co-promote, license fees for our venues paid by third-party promoters or licensees in connection with events that we do not produce or promote/co-promote, facility and ticketing fees, concessions, sponsorships and signage, suite license fees at The Garden, merchandising, tours at certain of our venues, and lease revenue at The Garden and sublease revenue at our corporate offices.
For Fiscal Year 2024, the increase in revenues from the presentation of the Christmas Spectacular production, as compared to the prior year period, was primarily due to higher ticket-related revenues. This reflected higher per-show revenue and, to a lesser extent, an increase in the number of performances as compared to the prior year.
For Fiscal Year 2025, the increase in revenues from the presentation of the Christmas Spectacular production was primarily due to higher ticket-related revenues. This reflected higher per-show revenue and, to a lesser extent, an increase in the number of performances as compared to the prior year.
The Collateral does not include, among other things, any interests in The Garden or the leasehold interests in Radio City Music Hall and the Beacon Theatre. See Note 12.
The Collateral does not include, among other things, any interests in The Garden or The Chicago Theatre or the leasehold interests in Radio City Music Hall or the Beacon Theatre. See Note 12.
Note 16. Income Taxes to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for further details on the components of income tax and a reconciliation of the statutory federal rate to the effective tax rate.
See Note 15. Income Taxes to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for further details on the components of income tax and a reconciliation of the statutory federal rate to the effective tax rate.
The Company evaluates its performance based on several factors, of which the key financial measure is adjusted operating income, a non-GAAP financial measure.
Adjusted operating income (loss) (“AOI”) The Company evaluates its performance based on several factors, of which the key financial measure is adjusted operating income, a non-GAAP financial measure.
The Company also historically owned a controlling interest in Boston Calling Events, LLC (“ BCE”), the entertainment production company that owns and operates the Boston Calling Music Festival. The Company disposed of its controlling interest in BCE on December 2, 2022.
The Company also historically owned a controlling interest in Boston Calling Events, LLC (“BCE”), the entertainment production company that owns and operates the Boston Calling Music Festival. The Company disposed of its controlling interest in BCE on December 2, 2022.
The increase in per-show ticket-related revenues was due to higher average ticket yield and higher average per-show attendance as compared to the prior year. The Company had 193 Christmas Spectacular performances during Fiscal Year 2024’s holiday season, as compared to 181 performances in the Fiscal Year 2023’s holiday season.
The increase in per-show ticket-related revenues was due to higher average ticket yield and higher average per-show attendance as compared to the prior year. The Company had 200 Christmas Spectacular performances during Fiscal Year 2025’s holiday season, as compared to 193 performances in the Fiscal Year 2024’s holiday season.
We define adjusted operating income as operating income excluding: (i) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets, 37 (ii) share-based compensation expense, (iii) restructuring charges or credits, (iv) merger, spin-off, and acquisition-related costs, including merger-related litigation expenses, (v) gains or losses on sales or dispositions of businesses and associated settlements, (vi) the impact of purchase accounting adjustments related to business acquisitions, (vii) gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan, and (viii) amortization of capitalized cloud computing arrangement costs.
We define adjusted operating income as operating income excluding: (i) depreciation, amortization and impairments of property and equipment, goodwill and other long-lived assets, including right-of-use lease assets and related lease costs, (ii) share-based compensation expense, (iii) restructuring charges or credits, (iv) merger , spin-off, and acquisition-related costs, including merger-related litigation expenses, (v) gains or losses on sales or dispositions of businesses and associated settlements, (vi) the impact of purchase accounting adjustments related to business acquisitions, (vii) amortization for capitalized cloud computing arrangement costs, and (viii) gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan.
Borrowings under the current National Properties Facilities bear interest at a floating rate, which at the option of MSG National Properties may be either (a) a base rate plus an applicable margin ranging from 1.50% to 2.50% per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries, or (b) adjusted Term SOFR (i.e., Term SOFR plus 0.10%) plus an applicable margin ranging from 2.50% to 3.50% per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries.
Borrowings under the National Properties Facilities bear interest at a floating rate, which at the option of MSG National Properties may be either (a) Term SOFR plus an applicable margin ranging from 1.75% to 2.50% per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries, or (b) a base rate plus an applicable margin ranging from 0.75% to 1.50% per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries.
We believe we have sufficient liquidity from cash and cash equivalents, available borrowing capacity under our credit facilities and cash flows from operations to fund our operations, and satisfy any obligations for the foreseeable future. See Note 12.
We believe we have sufficient liquidity from cash and cash equivalents, available borrowing capacity under the National Properties Revolving Credit Facility and cash flows from operations to fund our operations and satisfy any obligations for the foreseeable future. See Note 12.
MSG National Properties is also required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit pursuant to the National Properties Credit Agreement. The interest rate on the National Properties Facilities as of June 30, 2024 was 7.94%. Principal Repayments.
MSG National Properties is also required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit pursuant to the National Properties Credit Agreement. The interest rate on the National Properties Facilities as of June 30, 2025 was 6.57%. Principal Repayments.
Credit Facilities to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for additional information regarding the National Properties Credit Agreement, such as the scheduled repayment requirement of $16,250 in Fiscal Year 2025 and $32,500 in Fiscal Year 2026. Letters of Credit The Company uses letters of credit to support its business operations.
Credit Facilities to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for additional information regarding the National Properties Credit Agreement, such as the scheduled repayment requirement of $30,469 in Fiscal Year 2026 and $30,469 in Fiscal Year 2027. Letters of Credit The Company uses letters of credit to support its business operations.
The Company records such reimbursements as reductions to direct operating expenses. Venue Usage The Company’s consolidated and combined financial statements include expenses associated with the ownership, maintenance and operation of The Garden, which the Company and MSG Sports use in their respective operations.
The Company records such reimbursements as reductions to Entertainment offerings, arena license fees, and other leasing direct operating expenses in the consolidated and combined statements of operations. Venue Usage The Company’s consolidated and combined financial statements include expenses associated with the ownership, maintenance and operation of The Garden, which the Company and MSG Sports use in their respective operations.
We may also use cash to continue to repurchase shares of our Class Common A Stock pursuant to the share repurchase program authorized by our Board of Directors on March 29, 2023, of which there was approximately $110,000 remaining as of June 30, 2024.
We may also use cash to continue to repurchase shares of our Class A Common Stock pursuant to the share repurchase program authorized by our Board of Directors on March 29, 2023, of which there was $69,796 remaining as of June 30, 2025.
The Company is a live entertainment company comprised of iconic venues and marquee entertainment content. Utilizing the Company’s powerful brands and live entertainment expertise, the Company delivers unique experiences that set the standard for excellence and innovation while forging deep connections with diverse and passionate audiences. We manage our business through one reportable segment.
Utilizing the Company’s powerful brands and live entertainment expertise, the Company delivers unique experiences that set the standard for excellence and innovation while forging deep connections with diverse and passionate audiences. We manage our business through one reportable segment.
Seasonality of Our Business. This section discusses the seasonal performance of our business. Recently Issued Accounting Pronouncements and Critical Accounting Policies. This section cross-references a discussion of critical accounting policies considered to be important to our financial condition and results of operations and which require significant judgment and estimates on the part of management in their application .
This section cross-references a discussion of critical accounting policies considered to be important to our financial condition and results of operations and which require significant judgment and estimates on the part of management in their application .
Revenue generated from in-venue food and beverage sales at MSG Sports’ events is recognized by the Company on a gross basis, with a corresponding revenue sharing expense for MSG Sports’ share of such sales recorded within direct operating expense.
Revenue generated from in-venue food and beverage sales at MSG Sports’ events is recognized by the Company on a gross basis, with a corresponding revenue sharing expense for MSG Sports’ share of such sales recognized in Food, beverage, and merchandise direct operating expenses in the consolidated and combined statements of operations.
For Fiscal Year 2024 the increase in food and beverage sales at concerts was due to an increase in the number of concerts held at the Company’s venues and to a lesser extent, higher average per-concert revenues in the current year.
For Fiscal Year 2025 the decrease in food and beverage sales at concerts was due to a decrease in the number of concerts held at the Company’s venues and, to a lesser extent, lower average per-concert revenues in the current year.
The Company’s portfolio of venues includes: The Garden, the Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre, and The Chicago Theatre.
The Company’s portfolio of venues includes: The Garden, The Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre, and The Chicago Theatre. The Company’s business includes the original production, the Christmas Spectacular.
As of June 30, 2024, the Company had letters of credit outstanding for an aggregate of $18,826 issued under the National Properties Revolving Credit Facility. Cash Flow Discussion As of June 30, 2024, cash, cash equivalents and restricted cash totaled $33,555, as compared to $84,355 as of June 30, 2023.
As of June 30, 2025, the Company had letters of credit outstanding for an aggregate of $15,964 issued under the National Properties Revolving Credit Facility. 38 Cash Flow Discussion As of June 30, 2025, cash, cash equivalents and restricted cash totaled $43,538, as compared to $33,555 as of June 30, 2024.
The National Properties Credit Agreement includes financial covenants requiring MSG National Properties and its restricted subsidiaries to maintain a specified minimum liquidity level, a specified minimum debt service coverage ratio and specified maximum total leverage ratio.
The National Properties Credit Agreement includes financial covenants requiring MSG National Properties and its restricted subsidiaries to maintain a specified minimum debt service coverage ratio and specified maximum total leverage ratio. The debt service coverage ratio covenant is set at a ratio of 2.50:1.
Factors Affecting Results of Operations In addition to the discussion under the section “Factors Affecting Comparability” below, the operating results of our business are largely dependent on our ability to attract concerts and other events to our venues, revenues under various agreements entered into with MSG Sports, and the continuing popularity of the Christmas Spectacular at Radio City Music Hall.
Factors Affecting Results of Operations Our operating results are largely dependent on our ability to attract concerts and other events to our venues, revenues under various agreements entered into with MSG Sports, and the continuing popularity of the Christmas Spectacular .
Revenues for the Company’s suite license arrangements are recorded on a gross basis, as the Company is the principal in such transactions and controls the related goods or services until transfer to the customer. MSG Sports’ share of the Company’s suite license revenue is recognized in the combined statements of operations as a component of direct operating expenses.
Revenues for the Company’s suite license arrangements are recorded on a gross basis, as the Company is the principal in such transactions and controls the related goods or services until transfer to the customer.
Analysis of our results of operations for Fiscal Year 2023, including a comparison of Fiscal Year 2023 to Fiscal Year 2022, is included in the Company’s Annual Report on Form 10-K for Fiscal Year 2023 filed on August 18, 2023. Liquidity and Capital Resources.
Comparison of Fiscal Year 2024 versus the Fiscal Year 2023 Analysis of our results of operations for Fiscal Year 2024, including a comparison of Fiscal Year 2024 to Fiscal Year 2023, is included in the Company’s Annual Report on Form 10-K, dated August 16, 2024.
For Fiscal Year 2024 the increase in food and beverage sales at the Christmas Spectacular production was primarily due to higher average per-show revenues, and to a lesser extent, an increase in the number of performances in the current year. Direct operating expenses Direct operating expenses for Fiscal Year 2024 increased $68,907 as compared to Fiscal Year 2023.
For Fiscal Year 2025 the increase in food, beverage, and merchandise sales at the Christmas Spectacular production was primarily due to higher average per-event revenues, and to a lesser extent, an increase in the number of performances in the current year.
The principal obligations under the National Properties Term Loan Facility are to be repaid in quarterly installments beginning with the fiscal quarter ended March 31, 2023, in an aggregate amount equal to 2.50% per annum (0.625% per quarter), stepping up to 5% per annum (1.25% per quarter) in the fiscal quarter ending September 30, 2025, with the balance due at the maturity of the facility.
The National Properties Facilities will mature on June 27, 2030. The principal obligations under the National Properties Term Loan Facility are to be repaid in quarterly installments beginning with the fiscal quarter ending September 30, 2025, in an aggregate amount equal to 5.00% per annum (1.25% per quarter), with the balance due at the maturity of the facility.
Since AOI is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. The Company has presented the components that reconcile operating income, the most directly comparable GAAP financial measure, to AOI.
Since AOI is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.
As of June 30, 2024, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Credit Agreement. 40 In addition to the financial covenants discussed above, the National Properties Credit Agreement and the related security agreement contain certain customary representations and warranties, affirmative and negative covenants and events of default.
In addition to the financial covenants discussed above, the National Properties Credit Agreement and the related security agreement contain certain customary representations and warranties, affirmative and negative covenants and events of default.
Direct Operating Expenses Associated with Food, Beverage, and Merchandise For Fiscal Year 2024, the increase in food, beverage and merchandise direct operating expenses was primarily driven by (i) the related increase in food and beverage sales at concerts held at the Company’s venues, (ii) the related increase in food and beverage sales at Knicks and Rangers games and, (iii) the increase in food, beverage, and merchandise sales related to the presentation of the Christmas Spectacular production.
Direct Operating Expenses Associated with Food, Beverage, and Merchandise For Fiscal Year 2025, the decrease in food, beverage and merchandise direct operating expenses was primarily driven by the related decrease in food and beverage sales at concerts held at the Company’s venues and the related decrease in food and beverage sales at Knicks and Rangers games, which was partially offset by the increase in food, beverage, and merchandise sales from other live entertainment and sporting events (excluding the Knicks and Rangers) and the presentation of the Christmas Spectacular production.
Consolidated and Combined Results of Operations Comparison of Fiscal Year 2024 versus Fiscal Year 2023 The table below sets forth, for the periods presented, certain historical financial information.
An economic downturn could adversely affect our business and results of operations. 32 Results of Operations Consolidated Results of Operations Comparison of Fiscal Year 2025 versus Fiscal Year 2024 The table below sets forth, for the periods presented, certain historical financial information.
Revenue Sharing Expenses As discussed above, MSG Sports’ share of the Company’s suites licenses, venue signage and certain sponsorship and concessions revenue is reflected within direct operating expense as revenue sharing expenses.
Revenue Sharing Expenses As discussed above, MSG Sports’ share of the Company’s suites licenses, venue signage and certain sponsorship and concessions revenue is reflected in Entertainment offerings, arena license fees, and other leasing direct operating expenses as revenue sharing expenses in the consolidated and combined statements of operations.
All of the Company’s revenues and assets are attributed to or located in the United States and are primarily concentrated in the New York City metropolitan area.
The Company owns The Garden, The Theater at Madison Square Garden and The Chicago Theatre, and leases Radio City Music Hall and the Beacon Theatre. All of the Company’s revenues and assets are attributed to or located in the United States and are primarily concentrated in the New York City metropolitan area.
As of June 30, 2024, the Company’s unrestricted cash and cash equivalents balance was $33,255. The principal balance of the Company’s total debt outstanding as of June 30, 2024 was $625,625 and the Company had $131,174 of available borrowing capacity under its revolving credit facility.
As of June 30, 2025, the Company’s unrestricted cash and cash equivalents balance was $43,017. The principal balance of the Company’s total debt outstanding as of June 30, 2025 was $609,375 and the Company had $134,036 of available borrowing capacity under the National Properties Revolving Credit Facility.
Food, Beverage, and Merchandise Revenues For Fiscal Year 2024, the increase in food, beverage and merchandise revenues was primarily due to higher food and beverage sales at concerts held at the Company’s venues, and at Knicks and Rangers games at The Garden, and to a lesser extent, higher food, beverage, and merchandise sales from the presentation of the Christmas Spectacular production.
Food, Beverage, and Merchandise Revenues For Fiscal Year 2025, the decrease in food, beverage, and merchandise revenues was primarily due to lower food and beverage sales at concerts held at the Company’s venues of $15,098 and at Knicks and Rangers games at The Garden of $2,852, which was partially offset by higher food, beverage, and merchandise sales from other live entertainment and sporting events (excluding the Knicks and Rangers) of $4,322 and, to a lesser extent the presentation of the Christmas Spectacular production of $2,031.
The following table summarizes the Company’s cash flow activities for Fiscal Years 2024 and 2023: Years Ended June 30, 2024 2023 Net cash provided by operating activities $ 111,266 $ 135,694 Net cash (used in) provided by investing activities (62,371) 30,305 Net cash used in financing activities (99,695) (144,217) Net (decrease) increase in cash, cash equivalents and restricted cash $ (50,800) $ 21,782 Operating Activities Net cash provided by operating activities for Fiscal Year 2024 decreased by $24,428 as compared to Fiscal Year 2023, primarily due to (i) a decrease in Net income adjusted for non-cash items of $5,958, and (ii) a decrease in cash flows from changes in working capital of $18,470.
The following table summarizes the Company’s cash flow activities for Fiscal Years 2025 and 2024: Years Ended June 30, 2025 2024 Net cash provided by operating activities $ 115,297 $ 111,266 Net cash used in investing activities (23,693) (62,371) Net cash used in financing activities (81,621) (99,695) Net increase (decrease) in cash, cash equivalents and restricted cash $ 9,983 $ (50,800) Operating Activities Net cash provided by operating activities for Fiscal Year 2025 increased by $4,031 as compared to Fiscal Year 2024, primarily due to an increase in Net income adjusted for non-cash items of $16,387, offset by a decrease in cash flows from changes in working capital of $12,356.
For Fiscal Year 2024 the increase in food and beverage sales at Knicks and Rangers games was due to higher average per-game revenues, and to a lesser extent, an increase in the number of games held at The Garden.
For Fiscal Year 2025 the increase in food and beverage sales from other live entertainment and sporting events (excluding the Knicks and Rangers) was primarily due to higher average per-event revenues, and to a lesser extent, an increase in the number of events in the current year.
Arena License Fees and Other Leasing Revenue The Company is party to Arena License Agreements with MSG Sports that, among other things, require the Knicks and the Rangers to play their home games at The Garden in exchange for fixed annual license fees scheduled to be paid monthly over the term of the agreement.
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). 30 Arena License Fees and Other Leasing Revenue The Company is party to Arena License Agreements with MSG Sports that, among other things, require the Knicks and the Rangers to play their home games at The Garden in exchange for fixed annual license fees scheduled to be paid monthly over the term of the agreement.
The change was primarily due to (i) a change from an unrealized gain to an unrealized loss of $9,235 associated with the investment in Townsquare Media, Inc., (ii) the absence of a $8,406 unrealized gain associated with the investment in DraftKings Inc. recognized in the prior year period, and (iii) higher net periodic benefit costs of $15 associated with the Company’s Pension Plans.
The change was primarily due to (i) a decrease in realized and unrealized loss of $2,904 associated with the Company’s investment in Townsquare Media, Inc., and (ii) lower net periodic benefit costs of $1,608 associated with the Company’s pension plans, partially offset by (iii) the absence of a $1,548 net gain associated with the investment in DraftKings Inc. recognized in the prior 35 year period, (iv) a decrease in dividend income of $468 associated with the investment in Townsquare Media, Inc., as compared to the prior year.
Adjusted operating income includes operating lease revenue of (i) $42,769 of revenue collected in cash for Fiscal Year 2024 and $41,524 of revenue collected in cash for Fiscal Year 2023 , respectively, and (ii) a non-cash portion $25,299 for Fiscal Year 2024 and $26,545 for Fiscal Year 2023, respectively.
Arena license fees include operating lease revenue of (i) $44,052 and $42,769 collected in cash for Fiscal Year 2025 and 2024 , respectively, and (ii) a non-cash portion of $24,016 and $25,299 for Fiscal Year 2025 and 2024, respectively.
Direct Operating Expenses Associated with Entertainment Offerings, Arena License Fees and Other Leasing For Fiscal Year 2024, the increase in direct operating expenses associated with entertainment offerings, arena license fees, and other leasing reflects (i) higher event-related expenses of $30,037, (ii) higher expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $14,818, (iii) higher expenses related to the presentation of the Christmas Spectacular production of $3,279, and (iv) higher venue operating costs of $2,729.
Direct Operating Expenses Associated with Entertainment Offerings, Arena License Fees and Other Leasing For Fiscal Year 2025, the decrease in direct operating expenses associated with entertainment offerings, arena license fees, and other leasing reflects lower event-related expenses of $41,847 and lower venue operating costs of $4,651, which was partially offset by higher expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $10,762 and higher expenses related to the presentation of the Christmas Spectacular production of $4,051.
Contractual Obligations As of June 30, 2024, the approximate future payments under our contractual obligations were as follows: Payments Due by Period (c) Total Year 1 Years 2-3 Years 4-5 More Than 5 Years Leases (a) $ 889,726 $ 7,353 84,285 89,853 $ 708,235 Debt repayments (b) 625,625 16,250 609,375 — — Total future contractual obligation payments $ 1,515,351 $ 23,603 $ 693,660 $ 89,853 $ 708,235 _________________ (a) Includes contractually obligated minimum lease payments for operating leases having an initial noncancellable term in excess of one year for the Company’s venues, including various corporate offices.
Contractual Obligations As of June 30, 2025, the approximate future payments under our contractual obligations were as follows: Payments Due by Period (c) Total Year 1 Years 2-3 Years 4-5 More Than 5 Years Leases (a) $ 1,109,578 $ 30,760 $ 125,812 $ 115,389 $ 837,617 Debt repayments (b) 609,375 30,469 60,938 517,968 — Total future contractual obligation payments $ 1,718,953 $ 61,229 $ 186,750 $ 633,357 $ 837,617 _________________ (a) Includes contractually obligated minimum lease payments for operating leases having an initial noncancellable term in excess of one year for the Company’s venues, as well as corporate offices.
As of June 30, 2024, outstanding letters of credit were $18,826 and the remaining balance available under the National Properties Revolving Credit Facility was $131,174. Interest Rates.
Up to $25,000 of the National Properties Revolving Credit Facility is available for 37 the issuance of letters of credit. As of June 30, 2025, outstanding letters of credit were $15,964 and the remaining balance available under the National Properties Revolving Credit Facility was $134,036. Interest Rates.
Off Balance Sheet Arrangements As of June 30, 2024, the Company had the following off balance sheet arrangements: Commitments June 30, 2025 June 30, 2026 June 30, 2027 June 30, 2028 June 30, 2029 Thereafter Total Contractual obligations $ 12,924 $ 5,272 $ 12,701 $ 12,823 $ 12,896 $ 247,735 $ 304,351 Letters of credit 18,827 — — — — — 18,827 Total commitments $ 31,751 $ 5,272 $ 12,701 $ 12,823 $ 12,896 $ 247,735 $ 323,178 Seasonality of Our Business The revenues the Company earns from the Christmas Spectacular and arena license fees from MSG Sports in connection with the Knicks’ and Rangers’ use of The Garden generally means the Company earns a disproportionate share of its revenues and operating income in the second and third quarters of the Company’s fiscal year, with the first and fourth fiscal quarters being disproportionately lower.
Pension Plans and Other Postretirement Benefit Plans to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for more information on the future funding requirements under our pension obligations. 39 Off Balance Sheet Arrangements As of June 30, 2025, the Company had the following off balance sheet arrangements: Commitments June 30, 2026 June 30, 2027 June 30, 2028 June 30, 2029 June 30, 2030 Thereafter Total Contractual obligations $ 1,058 $ 958 $ 958 $ 958 $ 958 $ 241 $ 5,131 Letters of credit 15,964 — — — — — 15,964 Total commitments $ 17,022 $ 958 $ 958 $ 958 $ 958 $ 241 $ 21,095 Seasonality of Our Business The revenues the Company earns from the Christmas Spectacular and arena license fees from MSG Sports in connection with the Knicks’ and Rangers’ use of The Garden generally means the Company earns a disproportionate share of its revenues and operating income in the second and third quarters of the Company’s fiscal year, with the first and fourth fiscal quarters being disproportionately lower.
The Company also includes the original production, the Christmas Spectacular, and our entertainment and sports bookings business, which showcases a broad array of compelling concerts, family shows and special events, as well as a diverse mix of sporting events, for millions of guests annually.
The Company also has an entertainment and sports bookings business, which showcases a broad array of compelling concerts, family shows and special events, as well as a diverse mix of sporting events, for millions of guests annually. The Company conducts a significant portion of its operations at venues that it either owns or operates under long-term leases.
Comparison of Fiscal Year 2023 versus the Fiscal Year 2022 Analysis of our results of operations for Fiscal Year 2023, including a comparison of Fiscal Year 2023 to Fiscal Year 2022, is included in the Company’s Annual Report on Form 10-K, dated August 18, 2023. 39 Liquidity and Capital Resources Overview Sources and Uses of Liquidity Our primary sources of liquidity are cash and cash equivalents, cash flows from the operations of our businesses and available borrowing capacity under the National Properties Revolving Credit Facility (as defined below).
Liquidity and Capital Resources Overview Sources and Uses of Liquidity Our primary sources of liquidity are cash and cash equivalents, cash flows from the operations of our businesses and available borrowing capacity under the National Properties Revolving Credit Facility (as defined below).
Interest expense Interest expense for Fiscal Year 2024 was $57,954 as compared to interest expense of $51,869 in Fiscal Year 2023, an increase of $6,085, primarily due to higher interest rates on borrowings and higher revolver borrowings under the National Properties Facilities.
Interest expense Interest expense for Fiscal Year 2025 decreased $7,448 to $50,506 as compared to $57,954 in Fiscal Year 2024, primarily due to lower average borrowings and lower interest rates under the National Properties Facilities.
Other (expense) income, net For Fiscal Year 2024, other expense, net was $4,672 as compared to other income, net of $17,389 for Fiscal Year 2023, a change of $22,061.
Other (expense) income, net For Fiscal Year 2025, other expense, net decreased $2,451 to $2,221 as compared to other expense, net of $4,672 for Fiscal Year 2024.
The following is a reconciliation of operating income to adjusted operating income for Fiscal Year 2024 as compared to Fiscal Year 2023: Years Ended June 30, Change 2024 2023 Amount Percentage Operating income $ 111,941 $ 105,008 $ 6,933 7 % Share-based compensation expense 24,544 29,521 (4,977) (17) % Depreciation and amortization 53,876 60,463 (6,587) (11) % Restructuring charges 17,649 10,241 7,408 72 % Gains, net on dispositions — (4,361) 4,361 NM Merger, spin-off, and acquisition costs (a) 2,035 — 2,035 NM Amortization of capitalized cloud computing arrangement costs 1,008 600 408 68 % Remeasurement of deferred compensation plan liabilities 452 121 331 NM Adjusted operating income (b) $ 211,505 $ 201,593 $ 9,912 5 % ________________ NM (not meaningful) — Absolute percentages greater than 200% and comparisons from positive to negative values or to zero values are considered not meaningful.
The Company has presented the components that reconcile operating income, the most directly comparable GAAP financial measure, to AOI. 36 The following is a reconciliation of operating income to adjusted operating income for Fiscal Year 2025 as compared to Fiscal Year 2024: Years Ended June 30, Change 2025 2024 Amount Percentage Operating income $ 122,092 $ 111,941 $ 10,151 9 % Depreciation and amortization 57,768 53,876 3,892 7 % Impairment of long-lived assets 11,202 — 11,202 NM Share-based compensation (excluding share-based compensation included in restructuring charges) 27,694 24,544 3,150 13 % Restructuring charges 1,055 17,649 (16,594) (94) % Merger, spin-off, and acquisition-related costs 1,474 2,035 (561) (28) % Amortization of capitalized cloud computing arrangement costs 713 1,008 (295) (29) % Remeasurement of deferred compensation plan liabilities 508 452 56 12 % Adjusted operating income $ 222,506 $ 211,505 $ 11,001 5 % ________________ NM — Absolute percentages greater than 200% and comparisons from positive to negative values or to zero values are considered not meaningful.
The improvement in operating income was primarily due to the increase in revenues, partially offset by higher direct operating expenses and selling, general and administration expenses.
The improvement in operating income was primarily due to the decrease in direct operating expenses and restructuring charges, partially offset by lower revenues, higher selling, general and administrative expenses, and impairment of long-lived assets, including right-of-use lease assets and related lease costs.
This section provides a discussion of our financial condition and liquidity, as well as an analysis of our cash flows for Fiscal Year 2024 and Fiscal Year 2023. 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.
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 Year 2025 and Fiscal Year 2024.
This section provides an analysis of our results of operations for Fiscal Year 2024 and 2023, on a consolidated and combined basis, respectively.
This section provides an analysis of our results of operations for Fiscal Year 2025 and 2024, on a consolidated basis. Analysis of our results of operations for Fiscal Year 2024, including a comparison of Fiscal Year 2024 to Fiscal Year 2023, is included in the Company’s Annual Report on Form 10-K for Fiscal Year 2024 filed on August 16, 2024.
For Fiscal Year 2024, the increase in expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements primarily reflects direct operating expenses incurred as a result of the increase in suite license fee revenues.
For Fiscal Year 2025, the decrease in venue operating costs of $4,651 was primarily due to lower employee compensation and benefits and other cost decreases, which was partially offset by higher utilities expenses. 34 For Fiscal Year 2025, the increase in expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements reflects a proportional increase in contractual revenue sharing as a result of the increase in suite license fee revenues.
For this year’s holiday season, more than 1,000,000 tickets were sold, as compared to more than 930,000 tickets sold in the prior year. The Company had 193 Christmas Spectacular performances during this year’s holiday season, as compared to 181 performances in the prior year’s holiday season.
For Fiscal Year 2025’s holiday season, approximately 1.1 million tickets were sold as compared to more than 1.0 million tickets sold in the prior year.
It is tested based on the ratio of MSG National Properties and its restricted subsidiaries’ consolidated total indebtedness to adjusted operating income, with an initial maximum ratio of 6:1, which stepped down to 5.5:1 in the fiscal quarter ended June 30, 2024 and steps down to 4.5:1 in the fiscal quarter ending June 30, 2026.
The leverage ratio covenant is tested based on the ratio of MSG National Properties and its restricted subsidiaries’ consolidated total indebtedness to adjusted operating income, with a maximum ratio of 3.50:1. As of June 30, 2025, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Credit Agreement.
Income tax expense for Fiscal Year 2023 of $1,728 differs from income tax expense derived from applying the statutory federal rate of 21% to the pretax income primarily due to (i) income tax benefit due to a decrease in the valuation allowance of $34,147, partially offset by (ii) state income tax expense of $13,033 and (iii) income tax expense of $3,861 related to nondeductible officers’ compensation.
Income taxes Income tax expense for Fiscal Year 2025 of $28,130 differs from income tax expense derived from applying the statutory federal rate of 21% to the pretax income primarily due to income tax expense from state taxes of $11,686 and nondeductible officers’ compensation of $3,590.
For Fiscal Year 2024, the increase in revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements primarily reflects higher suite license fee revenue and, to a lesser extent, higher commissions on merchandise sales, both as compared to the prior year.
For Fiscal Year 2025, the increase in revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements was primarily due to higher suite license revenues, of which 67.5% is shared with MSG Sports.
Leasing direct operating expenses materially consist of venue operations and infrastructure costs. As a result, the Company combines service and leasing direct operating expenses as “Entertainment offerings, arena license fees, and other leasing direct operating expenses” for presentation purposes.
As a result, the Company combines service and leasing direct operating expenses as “Entertainment offerings, arena license fees, and other leasing direct operating expenses” for presentation purposes. NM — Absolute percentages greater than 200% and comparisons from positive to negative values or to zero values are considered not meaningful.
For Fiscal Year 2024, the increase in event-related expenses was primarily due to higher direct operating expenses from concerts of $22,814, which was due to the increase in the number of concerts at the Company’s venues and, to a lesser extent, higher per-concert expenses.
For Fiscal Year 2025, the decrease in event-related expenses was primarily due to lower direct operating expenses from concerts of $53,406, which mainly reflects lower per-concert expenses, primarily due to the shift in the mix of events at The Garden from promoted events to rentals, and a decrease in the number of concerts at the Company’s venues, partially offset by higher direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) of $11,559.
Revenues from Entertainment Offerings For Fiscal Year 2024, the increase in revenues from entertainment offerings was primarily due to (i) higher event-related revenues of $51,147, (ii) an increase in revenues subject to the sharing economics with MSG Sports pursuant to the Arena License Agreements of $17,233, (iii) an increase in revenues from the presentation of the Christmas Spectacular production of $15,750, partially offset by (iv) lower revenues of $8,802 due to the termination of the Networks Advertising Sales Representation Agreement. 35 For Fiscal Year 2024, the increase in event-related revenues primarily reflects higher revenues from concerts of $40,721, due to an increase in the number of concerts at the Company’s venues, and to a lesser extent, higher average per-concert revenue in the current year.
Revenues from Entertainment Offerings For Fiscal Year 2025, the decrease in revenues from entertainment offerings was primarily due to lower event-related revenues of $49,206, partially offset by (i) higher revenues from the presentation of the Christmas Spectacular production of $20,175, (ii) higher revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $11,060, and (iii) higher revenues from venue-related sponsorship, signage and suite license fees of $4,792.
Our critical accounting policies and recently issued accounting pronouncements, are discussed included in Item 7 and 8, respectively, of this Annual Report on Form 10-K. 29 MSGE Distribution and Business Overview On the MSGE Distribution Date, Sphere Entertainment distributed approximately 67% of the shares of outstanding common stock of MSG Entertainment to its stockholders, with Sphere Entertainment retaining approximately 33% of the outstanding shares of common stock of MSG Entertainment (in the form of Class A common stock), referred to herein as the MSGE Retained Interest, immediately following the MSGE Distribution.
Our critical accounting policies and recently issued accounting pronouncements, are discussed included in Item 7 and 8, respectively, of this Annual Report on Form 10-K. 28 Business Overview We are a live entertainment company comprised of iconic venues and marquee entertainment content.
Interest income For Fiscal Year 2024, interest income decreased $4,268 to $2,976 as compared to interest income of $7,244 in Fiscal Year 2023 primarily due to (i) the impact of the MSGE Distribution, which impacted the year-over-year comparability of results since the prior year period included carve-out allocations and (ii) lower average balances in the Company’s cash, cash equivalents and restricted cash, partially offset by higher interest rates.
Interest income Interest income for Fiscal Year 2025 decreased $648 to $2,328 as compared to $2,976 in Fiscal Year 2024 primarily due to lower interest rates on the Company’s cash, cash equivalents and restricted cash balances.
The decrease in cash flows from changes in working capital were driven by a larger decrease in accounts payable, accrued and other current and non-current liabilities; an increase in accounts receivable versus a decrease in the prior year period; a decrease in deferred revenue versus an increase in the prior year period; and a larger increase in prepaid expenses and other current and non-current assets, in each case as compared to Fiscal Year 2023 .
These decreases were partially offset by (iii) a smaller decrease in accrued and other current and non-current liabilities, primarily due to the timing of settlements with promoters, (iv) an increase in deferred revenue, due to the timing of billing and recognition of suite license revenues, and (v) a decrease in accounts receivable due to the timing of cash collections, in each case as compared to the prior year.

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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 changeThe weighted-average discount rates used to determine service cost, interest cost and the projected benefit obligation components of net periodic benefit cost were 5.44%, 5.37% and 5.34%, respectively, for Fiscal Year 2024 for the Company’s Pension Plans.
Biggest changeThe weighted-average discount rates used to determine service cost, interest cost and the projected benefit obligation components of net periodic benefit cost were 5.67%, 5.41% and 5.55%, respectively, for Fiscal Year 2025 for the Company’s Pension Plans.
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 $60 and would result in no impact to the net periodic benefit cost for the Company’s Postretirement 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 $60 and would result in no impact to the net periodic benefit cost for the Company’s Postretirement Plan for Fiscal Year 2025.
The weighted average expected long-term rate of return on plan assets for the Company’s funded Pension Plans was 6.41% 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 6.73% for Fiscal Year 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 $12,513.
The effect of a hypothetical 200 basis point increase in floating interest rate prevailing as of June 30, 2025 and continuing for a full year would increase the Company’s interest expense on the outstanding amounts under the credit facilities by $12,188.
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%, 5.49% and 5.40%, 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 5.49%, 5.38% and 5.40%, respectively, for Fiscal Year 2025 for the Company’s Postretirement Plan.
A 25 basis point decrease in the long-term return on pension plan assets assumption would increase net periodic pension benefit cost by $270 for Fiscal Year 2024.
A 25 basis point decrease in the long-term return on pension plan assets assumption would increase net periodic pension benefit cost by $280 for Fiscal Year 2025. 42
A 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 $3,140 and $30, respectively.
A 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, 2025 by $2,920 and $20, respectively.
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 5.55% and 5.40%, respectively.
The weighted-average discount rates used to determine benefit obligations as of June 30, 2025 for the Company’s Pension Plans and Postretirement Plan were 5.52% and 4.96%, respectively.

Other MSGE 10-K year-over-year comparisons