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SPHR on NYSE

Sphere Entertainment Co.

Sphere Entertainment Co. is an American amusement and recreation services company based in New York.1 Its shares trade on NYSE under the symbol SPHR.1

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Last updated Oct 21, 2026.

Overview

$1.2BRevenue, fiscal 20252
$33.4MNet income, fiscal 20252

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  • TickerSPHR on NYSE1
  • IndustryServices-Amusement & Recreation Services1
  • HeadquartersNew York, New York1
  • Incorporated inNV3
  • Business addressTwo Pennsylvania Plaza, New York, Ny 101213
  • Filer categoryLarge accelerated filer3

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Sphere Entertainment Co. is a Nevada corporation with its principal executive office at Two Pennsylvania Plaza, New York, NY, 10121. Unless the context otherwise requires, all references to “we,” “us,” “our,” “Sphere Entertainment” or the “Company” refer collectively to Sphere Entertainment Co., a holding company, and its direct and indirect subsidiaries. We conduct substantially all of our business activities discussed in this Annual Report on Form 10-K (this “Form 10-K”) through Sphere Entertainment Group, LLC (“Sphere Entertainment Group”) and MSG Networks Inc. (together with its subsidiaries, “MSG Networks”), and each of their direct and indirect subsidiaries.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-18.8%Operating margin2
2.7%Net margin2
19.0%Revenue growth, 20252
1.5%Return on equity2
0.34×Debt to equity2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Ticketing And Venue License Fee Revenues brought in 46% of the revenue Sphere Entertainment Co. broke down this way in fiscal 2025.

  1. Ticketing And Venue License Fee Revenues$560.8M246%up 67% from 2024
  2. Media Networks Revenue$438.6M236%down 17% from 2024
  3. Food, Beverage And Merchandise Revenues$100.4M28%up 51% from 2024
  4. Sponsorship, Signage, Exosphere Advertising And Suite Licenses$96.2M28%up 10% from 2024
  5. Product and Service, Other$22.2M22%up 351% from 2024
Products and services by year
Products and services202320242025
Ticketing And Venue License Fee Revenues$335.3M$560.8M
Media Networks Revenue$571.2M$529.7M$438.6M
Food, Beverage And Merchandise Revenues$66.7M$100.4M
Sponsorship, Signage, Exosphere Advertising And Suite Licenses$87.2M$96.2M
Product and Service, Other$4.9M$22.2M

Business segments

Sphere Entertainment brought in 64% of the revenue Sphere Entertainment Co. broke down this way in fiscal 2025.

  1. Sphere Entertainment$779.6M264%up 58% from 2024
  2. MSG Networks$438.6M236%down 17% from 2024
Business segments by year
Business segments202320242025
Sphere Entertainment$0$494.1M$779.6M
MSG Networks$571.2M$529.7M$438.6M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs95¢$1.2B
  • Income tax2¢$23.8M
  • Profit3¢$33.4M

Out of $1.2B in revenue.2

Where each dollar of operating cash went, fiscal 2025

  • Share buybacks21¢$50.0M
  • Kept or used elsewhere79¢$193.3M

Out of $243.3M of cash from operations.2

Financial statements

Revenue67892$1.2B in 2025+23% since 2018
0$500.0M$1.0B$1.5B2018: $989.0M$989.0M20182019: $1.0B$1.0B2019+6%2020: $1.4B$1.4B2020+37%2021: $789.9M$789.9M2021−45%2022: $608.2M$608.2M2022−23%2023: $571.2M$571.2M2023−6%2024: $1.0B$1.0B2024+79%2025: $1.2B$1.2B2025+19%
Operating income6782-$229.6M in 2025+634% since 2018
-$400.0M-$200.0M0$200.0M$400.0M2018: -$31.3M-$31.3M20182019: -$45.6M-$45.6M2019+46%2020: $235.2M$235.2M20202021: -$188.2M-$188.2M20212022: -$102.7M-$102.7M2022−45%2023: -$273.0M-$273.0M2023+166%2024: -$341.2M-$341.2M2024+25%2025: -$229.6M-$229.6M2025−33%
Net income6781092$33.4M in 2025+384% since 2018
-$400.0M-$200.0M0$200.0M$400.0M$600.0M2018: $6.9M$6.9M20182019: -$8.2M-$8.2M20192020: $181.7M$181.7M20202021: -$148.2M-$148.2M20212022: -$194.4M-$194.4M2022+31%2023: $502.8M$502.8M20232024: -$200.6M-$200.6M20242025: $33.4M$33.4M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-12-312024-06-302023-06-30
Revenues$1.2B$1.0B$573.8M
Depreciation and amortization-$336.4M-$256.5M-$103.4M
Impairment and other (losses) gains, net-$69.8M-$121.5M$224.8M
Restructuring charges-$11.5M-$9.5M
Operating (loss) income-$229.6M-$341.2M-$273.0M
Other (expense) income, net-$2.3M$35.2M$536.9M
Income (loss) from continuing operations before income taxes$57.2M-$360.2M$275.4M
Income tax (expense) benefit-$23.8M$135.6M-$103.4M
Income (loss) from continuing operations$33.4M-$224.6M$172.0M
Income from discontinued operations, net of taxes$0$24.0M$333.7M
Net income (loss)$33.4M-$200.6M$505.7M
Less: Net income attributable to redeemable noncontrolling interests from discontinued operations$3.9M
Net income (loss) attributable to Sphere Entertainment Co.s stockholders$33.4M-$200.6M$502.8M
Continuing operations (in dollars per share)$1-$6$5
Discontinued operations (in dollars per share)$0$1$10
Basic earnings (loss) per common share attributable to Sphere Entertainment Co.s stockholders (in dollars per share)$0.93-$5.68$14.51
Continuing operations (in dollars per share)$1-$6$5
Discontinued operations (in dollars per share)$0$1$9
Diluted earnings (loss) per common share attributable to Sphere Entertainment Co.s stockholders (in dollars per share)$0.74-$5.68$14.40
Basic (in shares)36.1M shares35.3M shares34.7M shares
Diluted (in shares)45.3M shares35.3M shares34.9M shares

Compare Sphere Entertainment Co. with another company

Corporate structure

Sphere Entertainment Co. sits at the top of its group. 5 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Sphere Entertainment Co.

  • ARIEL INVESTMENTS, LLC Filed SCHEDULE 13G/A on Sphere Entertainment Co., latest Aug 14, 2026 (13 filings since Feb 14, 2022)
  • GAMCO Investors Filed SCHEDULE 13D/A on Sphere Entertainment Co., latest Aug 14, 2026
  • Morgan Stanley Filed SCHEDULE 13G/A on Sphere Entertainment Co., latest Aug 12, 2026 (5 filings since Nov 8, 2024)
  • VANGUARD PORTFOLIO MANAGEMENT LLC Filed SCHEDULE 13G on Sphere Entertainment Co., latest Apr 29, 2026
  • BlackRock Filed SCHEDULE 13G on Sphere Entertainment Co., latest Apr 7, 2026 (4 filings since Feb 4, 2022)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Sphere Entertainment Co., latest Mar 27, 2026 (5 filings since Feb 10, 2022)
  • James Lawrence Dolan Filed SCHEDULE 13D/A on Sphere Entertainment Co., latest Mar 9, 2026 (4 filings since Feb 4, 2025)
  • BANK OF NOVA SCOTIA Filed SCHEDULE 13G/A on Sphere Entertainment Co., latest Jan 27, 2026 (2 filings since Oct 6, 2025)
  • Point72 Asset Management, L.P. Filed SCHEDULE 13G/A on Sphere Entertainment Co., latest Nov 14, 2025 (5 filings since Jun 24, 2024)
  • CITADEL ADVISORS LLC Filed SCHEDULE 13G/A on Sphere Entertainment Co., latest May 15, 2025 (2 filings since Jul 22, 2024)
  • Barclays Filed SCHEDULE 13G on Sphere Entertainment Co., latest May 13, 2025
  • DIMENSIONAL FUND ADVISORS LP Filed SCHEDULE 13G/A on Sphere Entertainment Co., latest Apr 15, 2025 (2 filings since Feb 9, 2024)
  • Sphere Entertainment Co. New York, New York
    • Townsquare Media Stake · Greenwich
    • Holoplot GmbH Subsidiary · Germany
    • Stratford Garden Development Holdings Limited Subsidiary · United Kingdom
    • Stratford Garden Development Limited Subsidiary · United Kingdom

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies). Each entity in the chart links to its source.

What it owns

What Sphere Entertainment Co. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$3.5B2 Dec 31, 2025$3.5B2 Dec 31, 2024+0.1%
Accumulated depreciation$821.4M2 Dec 31, 2025$492.7M2 Dec 31, 2024+66.7%
Property and equipment, net$2.7B2 Dec 31, 2025$3.0B2 Dec 31, 2024−10.7%
Operating-lease assets (leased space)$91.4M2 Dec 31, 2025$93.9M2 Dec 31, 2024−2.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$502.0M15 Dec 31, 2024$132.0M10 Jun 30, 2023+280.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$344.8M2 Dec 31, 2025$410.2M2 Dec 31, 2024−15.9%
Finite-lived intangibles, gross$100.6M2 Dec 31, 2025$100.6M2 Dec 31, 20240%
Accumulated amortization$78.8M2 Dec 31, 2025$72.2M2 Dec 31, 2024+9.1%
Finite-lived intangibles, net$21.8M2 Dec 31, 2025$28.4M2 Dec 31, 2024−23.1%

Inventory

ItemLatestA year beforeChange
Inventory, total$14.5M2 Dec 31, 2025$12.6M2 Dec 31, 2024+14.9%

Properties, in its own words

We lease properties in New York City of approximately 64,000 square feet housing MSG Networks’ administrative and executive offices and approximately 18,000 square feet of studio space.

We also lease approximately 810,000 square feet in Las Vegas, Nevada, under a ground lease for the land where Sphere in Las Vegas is located, and lease approximately 1,600 square feet of office space in Paddington, London. See “Item 1. Business — Our Business — Sphere.” In addition, we lease approximately 9,000 square feet in Las Vegas, Nevada, related to office space and approximately 153,000 square feet in Burbank, California, where Sphere Studios has office space and content creation and testing facilities.

The rest of Item 2

Sphere in Las Vegas has the benefit of easements with respect to the pedestrian bridge to The Venetian. Our ability to continue to utilize these and other easements requires us to comply with certain conditions. Moreover, certain adjoining property owners have easements over our property, which we are required to maintain so long as those property owners meet certain conditions.

Item 2 of the 10-K filed Feb 12, 2026.5

Leadership

Who has led Sphere Entertainment Co., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Kristin A. Dolan2020–2021
  2. Andrea Greenberg2021–2025

Chair

  1. Kristin A. Dolan2020–now

President

  1. Andrew Lustgarten2020–2021
  2. Andrea Greenberg2021–2025
  3. Jennifer Koester2024–now

Chief financial officer

  1. Philip Gerard D'Ambrosio2020
  2. Mark H. Fitzpatrick2020–2021
  3. David F. Byrnes2022–2024
  4. Gautam Ranji2023
  5. Robert H. Langer2025–now

Chief operating officer

  1. Jennifer Koester2024–now
2025
Board members and other officers (25)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Holoplot GmbH Germany4
  • Stratford Garden Development Holdings Limited United Kingdom4
  • Stratford Garden Development Limited United Kingdom4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Madison Square Garden Entertainment Corp.Dec 23, 2019 to Apr 17, 20233
  • MSG ENTERTAINMENT SPINCO, INC.Dec 3, 2019 to Apr 16, 20203

Timeline

  1. Jul 30, 20268-K Results of operations51
  2. Jun 12, 20268-K Shareholder vote52
  3. May 5, 20268-K Results of operations53
  4. Feb 12, 20268-K Results of operations54
  5. Feb 3, 20268-K Entered a material agreement; New debt or obligation55
  6. Nov 21, 20258-K Executive or director change56
  7. Nov 4, 20258-K Results of operations57
  8. Sep 26, 20258-K Executive or director change58
  9. Sep 8, 20258-K Executive or director change59
  10. Aug 11, 20258-K Results of operations60
  11. Jul 28, 20258-K Regulation FD disclosure61
  12. Jun 27, 20258-K Entered a material agreement; New debt or obligation; Other events62
  13. Jul 13, 2021New chief executive Andrea Greenberg becomes CEO16
  14. May 26, 2020New chief executive Kristin A. Dolan becomes CEO17

Calendar

Coming up

  1. Nov 3, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($1.37) a share, on Nov 4, 2025.63

When it reported results

  1. Jul 30, 2026Reported quarterly or annual results51
  2. May 5, 2026Reported quarterly or annual results53
  3. Feb 12, 2026Reported quarterly or annual results54
  4. Nov 4, 2025Reported quarterly or annual results57
  5. Aug 11, 2025Reported quarterly or annual results60
  6. May 8, 2025Reported quarterly or annual results64
  7. Mar 3, 2025Reported quarterly or annual results65
  8. Nov 12, 2024Reported quarterly or annual results66

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

412 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 78 major events, 227 insider forms, 52 large holders, 33 other. The latest 20:

  1. Sep 17, 20264 EDGAR
  2. Sep 17, 20264 EDGAR
  3. Sep 17, 20264 EDGAR
  4. Sep 17, 20264 EDGAR
  5. Aug 14, 2026SCHEDULE 13G/A EDGAR
  6. Aug 14, 2026SCHEDULE 13D/A EDGAR
  7. Aug 12, 2026SCHEDULE 13G/A EDGAR
  8. Jul 30, 202610-Q EDGAR
  9. Jul 30, 20268-K EDGAR
  10. Jun 12, 20264 EDGAR
  11. Jun 12, 20268-K EDGAR
  12. Jun 12, 20264 EDGAR
  13. Jun 12, 20264 EDGAR
  14. Jun 12, 20264 EDGAR
  15. Jun 12, 20264 EDGAR
  16. Jun 12, 20264 EDGAR
  17. Jun 12, 20264 EDGAR
  18. Jun 12, 20264 EDGAR
  19. Jun 12, 20264 EDGAR
  20. Jun 12, 20264 EDGAR

The 412 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

9 open-market trades by officers, directors and large owners since October 2021: 4 buys and 5 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 10, 2025Charles F. Dolan 2009 Revocable TrustSale55,385$33.80$1.9MForm 4
Mar 8, 2024GREENBERG ANDREAPresident/CEO-MSG NetworksSale12,131$51.00$618.7KForm 4
Mar 4, 2024Dolan Kristin ADirectorBuy110,156$46.88$5.2MForm 4
Feb 28, 2024DOLAN JAMES LAWRENCEExecutive Chairman and CEOBuy76,139$40.73$3.1MForm 4
Feb 26, 2024Dolan Kristin ADirectorBuy59,374$41.12$2.4MForm 4
Feb 13, 2024Byrnes David F.EVP, CFO & TreasurerSale4,704$41.84$196.8KForm 4
Mar 9, 2023Thomas Isiah IIIDirectorSale931$58.48$54.4KForm 4
Sep 22, 2022D'Ambrosio Philip GerardSVP and TreasurerBuy600$49.22$29.5KForm 4
Aug 2, 2022Dolan Leinauer Corby10% ownerSale16$59.53$952Form 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Stakes it holds

Sphere Entertainment Co. has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025James L. Dolan$230.0K$14.3M83
2025Jennifer Koester$1.4M$11.2M83
2025Andrea Greenberg$906.2K$6.8M83
2025Robert Langer$967.1K$5.5M83
2025David Granville-Smith$800.0K$4.3M83
2025Laura Franco$458.1K$4.3M83
2025Gregory Brunner$377.4K$891.7K83
2025Christopher Winters$41.6K$149.0K83
2024James L. Dolan$1.0M$27.4M83
2024Jennifer Koester$488.5K$13.0M83
2024Andrea Greenberg$1.4M$6.6M83
2024David Granville-Smith$800.0K$3.9M83
2024Gregory Brunner$450.0K$1.0M83
2023James L. Dolan$1.8M$16.3M83
2023Andrea Greenberg$1.4M$6.4M83
2023David Granville-Smith$21.5K$4.9M83
2023Gregory Brunner$26.0K$176.1K83

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.4,080,043$706.0M0.0%+172,102
Jericho Capital Asset Management L.P.2,605,615$450.8M3.7%No change
Morgan Stanley2,474,769$428.2M0.0%+427,781
Ariel Investments, LLC1,665,326$288.2M2.9%−796,983
Vanguard Portfolio Management LLC1,515,158$262.2M0.0%−26,609
Sands Capital Management, LLC1,358,321$235.0M0.9%New
Vanguard Capital Management LLC1,184,648$205.0M0.0%−16,112
State Street Corp1,081,969$187.2M0.0%+58,315
Fmr LLC968,991$167.7M0.0%+622,428
Ameriprise Financial Inc904,008$156.4M0.0%+482,680
Dimensional Fund Advisors LP891,801$154.3M0.0%−5,785
Assenagon Asset Management S.A.813,750$140.8M0.1%New
Geode Capital Management, LLC784,997$135.9M0.0%+54,684
Gamco Investors, Inc. Et Al765,913$132.5M1.2%−28,842
Gilder Gagnon Howe & Co LLC557,742$96.5M1.0%−3,715
Steadfast Capital Management LP550,661$95.3M2.9%−161,000
Castle Hook Partners LP522,039$90.3M1.0%New
Gabelli Funds LLC507,030$87.7M0.6%−15,306
Healthcare Of Ontario Pension Plan Trust Fund479,164$82.9M0.1%−44,770
Deutsche Bank Ag\426,141$73.7M0.0%+77,554
Bank Of America Corp /de/377,912$65.4M0.0%+30,719
UBS Group AG372,230$64.4M0.0%−146,741
Jennison Associates LLC361,440$62.5M0.0%New
Contour Asset Management LLC354,482$61.3M1.5%New
Northern Trust Corp336,009$58.1M0.0%+18,392

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

3 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Jun 15, 2026Jonathan L. JacksonDemocratic, HouseBuy$1,001 - $15,000−31.3%Report
Apr 8, 2025Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000+265.6%Report
Apr 4, 2025Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$15,001 - $50,000+257.1%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Sphere Entertainment Co. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSphere Entertainment Co.1
  • CIK0001795250
  • Employer ID (EIN)84-37556665
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inNevada5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7900 Services-Amusement & Recreation Services1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business addressTwo Pennsylvania Plaza, New York, NY 101211
  • Phone725-258-00011
  • Shares outstanding28,635,366 Common Class A shares; 6,866,754 Common Class B shares as of Jan 31, 20265
  • Public float$1.1B as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, New York, NY PCAOB ID 34; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceDec 3, 20191
  • Filings647 in all: 4 (323), 8-K (101), 3 (52), 10-Q (19), SCHEDULE 13G/A (19), SC 13G/A (16), 144 (11), 425 (10)1
    All 40 form types

    SC 13G (10), UPLOAD (10), CORRESP (7), DEF 14A (7), 10-K (6), SCHEDULE 13D/A (6), DEFA14A (5), S-8 (5), SC 13D/A (5), SCHEDULE 13G (5), 10-12B/A (3), SC 13D (3), 3/A (2), DRS/A (2), DRSLTR (2), SEC STAFF LETTER (2), 10-12B (1), 10-K/A (1), 10-KT (1), 10-Q/A (1), 144/A (1), 4/A (1), 424B3 (1), 8-K/A (1), CERT (1), DRS (1), EFFECT (1), PRE 14A (1), S-4 (1), S-4/A (1), SD (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) Feb 12, 2026
    Quarterly report (10-Q) Jul 30, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Jul 30, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common StockSPHRNew York Stock Exchange

From the cover page of the 10-K filed Feb 12, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Sphere Entertainment Co. names in Item 1A of its 10-K filed Feb 12, 2026: 56 risks under these headings, as written.5

  • Risks Related to Our Sphere Business
  • Risks Related to Our MSG Networks Business
  • Risks Related to Our Indebtedness, Financial Condition, and Internal Control
  • Operational and Economic Risks
  • Risks Related to Cybersecurity and Intellectual Property
  • Risks Related to Governance and Our Controlled Ownership
  • The Success of Our Sphere Business Depends on the Popularity of The Sphere Experience, as Well as Our Ability to Continue to Attract Advertisers and Marketing Partners, Audiences to Attend and Artists, Entertainers and Athletes to Perform at, Concerts, Residencies and Other Events at Sphere in Las Vegas. If The Sphere Experience Does Not Continue to Appeal to Customers or We Are Unable to Attract Advertisers and Marketing Partners, There Will be a Material Negative Effect on Our Business and Results of Operations.
  • Our Sphere Initiative Focuses on Developing Additional Venues, Which Creates Risks Given the Complexities of Developing, Constructing and Operating Such Venues and the Costs Associated Therewith.
  • Sphere Uses Cutting-Edge Technologies and Requires Significant Capital Investment by the Company. There Can Be No Assurance That Sphere Will Continue to Be Successful.
  • Our Sphere Business Strategy Includes the Development of The Sphere Experience and Related Original Immersive Productions, Which Could Require Us to Make Considerable Investments for Which There Can Be No Guarantee of Success.
  • We Depend on Licenses from Third Parties for the Performance of Musical Works at Our Venue, the Loss of Which or Renewal of Which on Less Favorable Terms May Have a Negative Effect on Our Business and Results of Operations.
  • Our Properties Are Subject to, and Benefit from, Certain Easements, the Availability of Which May Not Continue on Terms Favorable to Us or at All.
The other 50 risks
  • If MSG Networks Is Unable to Generate Sufficient Operating Cash Flows to Repay Outstanding Borrowings Under its Term Loan Facility When They Become Due, it is Expected That the Outstanding Debt Thereunder Would Be Accelerated and the Lenders Could Foreclose Upon the MSG Networks Business.
  • Our MSG Networks Business Depends on Affiliation Fees We Receive Under Our Affiliation Agreements With Our Distributors. Failure to Renew Our Major Distributor Agreements Would, or Renewal on Less Favorable Terms Could, Have a Material Negative Effect on Our Business and Results of Operations.
  • Given That We Depend on a Limited Number of Distributors for a Significant Portion of Our MSG Networks Revenues, Further Industry Consolidation Could Adversely Affect Our Business and Results of Operations.
  • We May Not Be Able to Adapt to New Content Distribution Platforms or to Changes in Consumer Behavior Resulting From Emerging Technologies, Which May Have a Material Negative Effect on Our Business and Results of Operations.
  • If the Rate of Decline in the Number of Subscribers to Traditional MVPD Services Continues or These Subscribers Shift to Other Services or Bundles That Do Not Include the Company’s Programming Networks, There May Be a Material Negative Effect on the Company’s Distribution Revenues.
  • We Derive Substantial Revenues From the Sale of Advertising and Those Revenues Are Subject to a Number of Factors, Many of Which Are Beyond Our Control.
  • Our MSG Networks Business Depends on Media Rights Agreements With Professional Sports Teams That Have Varying Durations and Terms and Include Significant Obligations, and Our Inability to Renew Those Agreements on Acceptable Terms, or the Loss of Such Rights for Other Reasons, May Have a Material Negative Effect on Our MSG Networks Business and Results of Operations.
  • The Actions of the NBA and NHL May Have a Material Negative Effect on Our MSG Networks Business and Results of Operations.
  • Our MSG Networks Business is Substantially Dependent on the Popularity of the NBA and NHL Teams Whose Media Rights We Control.
  • Our MSG Networks Business Depends on the Appeal of Its Programming, Which May Be Unpredictable, and Increased Programming Costs May Have a Material Negative Effect on Our Business and Results of Operations.
  • The Unavailability of Third Party Facilities, Systems and/or Software Upon Which Our MSG Networks Business Relies May Have a Material Negative Effect on Our Business and Results of Operations.
  • We Have Substantial Indebtedness and Are Highly Leveraged, Which Could Adversely Affect Our Business.
  • The Terms of Our Indebtedness Outstanding from Time to Time, Including Our Credit Facilities, Will Restrict Our Current and Future Operations, Particularly Our Ability to Respond to Changes or to Take Certain Actions.
  • Our Variable Rate Indebtedness Subjects Us to Interest Rate Risk, Which Has Caused, and May Continue to Cause, Our Debt Service Obligations to Increase Significantly.
  • We May Not Have the Ability to Raise the Funds Necessary to Settle Conversions of the 3.50% Convertible Senior Notes or to Repurchase the 3.50% Convertible Senior Notes Upon a Fundamental Change.
  • The Conditional Conversion Feature of the 3.50% Convertible Senior Notes, If Triggered, May Adversely Affect Our Financial Condition and Operating Results.
  • The Fundamental Change Repurchase Feature of the 3.50% Convertible Senior Notes May Delay or Prevent an Otherwise Beneficial Attempt to Effect a Change of Control of Our Company.
  • The Capped Call Transactions May Affect the Value of the 3.50% Convertible Senior Notes and Our Class A Common Stock.
  • We Are Subject to Counterparty Risk With Respect to the Capped Call Transactions, and the Capped Call Transactions May Not Operate as Planned.
  • We May Require Additional Financing to Fund Certain of Our Obligations, Ongoing Operations, and Capital Expenditures, the Availability of Which Is Uncertain.
  • We Have Incurred Substantial Operating Losses, Adjusted Operating Losses and Negative Cash Flow and There is No Assurance We Will Have Operating Income, Adjusted Operating Income or Positive Cash Flow in the Future.
  • Material Impairments in The Value of Our Long-Lived Assets and Goodwill Could Negatively Affect Our Business and Results of Operations.
  • Our Businesses Face Intense and Wide-Ranging Competition That May Have a Material Negative Effect on Our Business and Results of Operations.
  • Our Operations and Operating Results Have Been, and May in the Future Be, Materially Impacted by a Pandemic or Another Public Health Emergency, Such as the COVID-19 Pandemic.
  • Our Business Has Been Adversely Impacted and May, in the Future, Be Materially Adversely Impacted by an Economic Downturn, Recession, Financial Instability, Inflation or Changes in Consumer Tastes and Preferences.
  • The Geographic Concentration of Our Businesses Could Subject Us to Greater Risk Than Our Competitors and Have a Material Negative Effect on Our Business and Results of Operations.
  • Our Business Could Be Adversely Affected by Terrorist Activity or the Threat of Terrorist Activity, Weather and Other Conditions That Discourage Congregation at Prominent Places of Public Assembly.
  • We May Pursue Acquisitions and Other Strategic Transactions and/or Investments to Complement or Expand Our Business That May Not Be Successful; We Have Significant Investments in Businesses We Do Not Control.
  • We Are Subject to Extensive Governmental Regulation and Changes in These Regulations and Our Failure to Comply with Them May Have a Material Negative Effect on Our Business and Results of Operations.
  • Our Business Has Been Subject to Seasonal Fluctuations, and Our Operating Results and Cash Flows Have In the Past Varied, and Could In the Future Vary, Substantially from Period to Period.
  • Labor Matters May Have a Material Negative Effect on Our Business and Results of Operations.
  • There Is a Risk of Injuries and Accidents in Connection with Sphere, Which Has in the Past and Could in the Future Subject Us to Personal Injury or Other Claims; We Are Subject to the Risk of Adverse Outcomes in Other Types of Litigation.
  • We Face Risk from Doing Business Internationally.
  • We Face Continually Evolving Cybersecurity and Other Technology-Related Risks, Which Could Result in Loss, Disclosure, Theft, Destruction or Misappropriation of, or Access to, Our Confidential Information and Cause Disruption of Our Business, Damage to Our Brands and Reputation, Legal Exposure and Financial Losses.
  • Our Use of Customer-Facing AI Technologies May Expose Us to Legal, Regulatory, Intellectual Property, and Reputational Risks, Including the Risk That AI Outputs or the Underlying AI Tools Infringe or Are Alleged to Infringe Third-Party Intellectual Property Rights, Which Could Result in Customer Claims, Regulatory Scrutiny, Litigation, or Harm to Our Business and Results of Operations.
  • The Interruption or Unavailability of Third-Party Facilities, Systems and/or Software Upon Which We Rely May Have a Material Negative Effect on Our Business, Financial Condition and Results of Operations.
  • We Rely Upon Cloud Computing Services to Operate Certain Aspects of Our Business and Any Disruption of or Interference With Our Use of These Services Would Impact Our Operations and Our Business Would Be Adversely Impacted.
  • We Have in the Past and May in the Future Become Subject to Infringement or Other Claims Relating to Our Content or Technology.
  • Theft of Our Intellectual Property May Have a Material Negative Effect on Our Business and Results of Operations.
  • We Are Materially Dependent on Affiliated Entities’ Performances Under Various Agreements.
  • The MSGE Distribution Could Result in Significant Tax Liability.
  • We May Have a Significant Indemnity Obligation to MSG Entertainment if the MSGE Distribution Is Treated as a Taxable Transaction.
  • The 2020 Entertainment Distribution Could Result in Significant Tax Liability.
  • We May Have a Significant Indemnity Obligation to MSG Sports if the 2020 Entertainment Distribution Is Treated as a Taxable Transaction.
  • Certain Adverse U.S. Federal Income Tax Consequences Might Apply to Non-U.S. Holders That Hold Our 3.50% Convertible Senior Notes, Class A Common Stock and Class B Common Stock If We Are Treated as a USRPHC.
  • 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.
  • We Have Elected to Be a “Controlled Company” for New York Stock Exchange (“NYSE”) Purposes Which Allows Us Not to Comply with Certain of the Corporate Governance Rules of NYSE.
  • Future Stock Sales, Including as a Result of the Exercise of Registration Rights by Certain of Our Stockholders, Could Adversely Affect the Trading Price of Our Class A Common Stock.
  • We Share Certain Directors, Officers and Employees with MSG Sports, MSG Entertainment and/or AMC Networks, Which Means Those Individuals Do Not Devote Their Full Time and Attention to Our Affairs and the Overlap May Give Rise to Conflicts.
  • Our Overlapping Directors and Officers with MSG Sports, MSG Entertainment and/or AMC Networks May Result in the Diversion of Corporate Opportunities to MSG Sports, MSG Entertainment and/or AMC Networks and Other Conflicts and Provisions in Our Articles of Incorporation May Provide Us No Remedy in That Circumstance.

Legal proceedings

Fifteen complaints were filed in connection with the Networks Merger by purported stockholders of the Company and MSG Networks Inc.

Nine of these complaints involved allegations of materially incomplete and misleading information set forth in the joint proxy statement/prospectus filed by the Company and MSG Networks Inc. in connection with the Networks Merger. As a result of supplemental disclosures made by the Company and MSG Networks Inc. on July 1, 2021, all of the disclosure actions were voluntarily dismissed with prejudice prior to or shortly following the consummation of the Networks Merger.

Six complaints involved allegations of fiduciary breaches in connection with the negotiation and approval of the Networks Merger and were consolidated into two remaining litigations.

On September 10, 2021, the Court of Chancery of the State of Delaware (the “Court”) entered an order consolidating two derivative complaints filed by purported Company stockholders. The consolidated action is captioned: In re Madison Square Garden Entertainment Corp. Stockholders Litigation, C.A. No. 2021-0468-KSJM (the “MSG Entertainment Litigation”). The consolidated plaintiffs filed their Verified Consolidated Derivative Complaint on October 11, 2021. The complaint, which named the Company as only a nominal defendant, retained all of the derivative claims and alleged that the members of the board of directors and controlling stockholders violated their fiduciary duties in the course of negotiating and approving the Networks Merger. Plaintiffs sought, among other relief, an award of damages to the Company including interest, and plaintiffs’ attorneys’ fees. Pursuant to the indemnity rights in its bylaws and Delaware law, the Company advanced the costs incurred by defendants in this action, and defendants asserted indemnification rights in respect of any adverse judgment or settlement of the action.

The opening of Item 3, Legal Proceedings.5

Sources

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