Madison Square Garden Entertainment insider: RSUs/PSUs settled, 235 shares withheld

Rhea-AI Filing Summary

Madison Square Garden Entertainment director Ryan Dolan had multiple equity settlements on September 15, 2025. Restricted stock units (RSUs) totaling 165 and performance restricted stock units (PSUs) totaling 494 vested and were settled that day under the 2023 Employee Stock Plan. To satisfy tax withholding, 59 RSUs and 176 PSUs were withheld. Cashless sales reported show disposals at $43.94 per share for two disposition entries. After these transactions, the filing reports beneficial ownership of 2,568 Class A common shares held directly.

Positive

• Vesting occurred as scheduled under the 2023 Employee Stock Plan, converting RSUs and PSUs into equity or cash equivalents.
• Filing cites Rule 16b-3 exemptions for withheld shares, indicating standard tax-withholding treatment consistent with SEC rules.

Negative

• 235 shares were withheld for taxes (59 RSUs and 176 PSUs), reducing the director's net new shareholdings from the vesting event.
• Two disposition entries show shares disposed at $43.94, indicating shares left the reporting person's direct holdings.

Insights

Financial Analyst

TL;DR: Director equity awards vested and were settled with partial withholding; modest share disposals occurred at $43.94.

The filing documents routine executive equity settlements rather than open-market purchases. Total vested units (165 RSUs and 494 PSUs) were settled into Class A shares or cash equivalents on September 15, 2025. Tax withholding reduced the net share issuance by 235 shares. Two disposition entries show shares disposed at $43.94, indicating tax-related or cashless share delivery actions rather than strategic open-market trading. Overall, this is an expected post-vesting ownership adjustment with limited market-significance relative to company float.

Corporate Governance Expert

TL;DR: Vesting and withholding follow plan terms; disclosure is complete and consistent with Rule 16b-3 exemptions.

The Form 4 notes RSUs and PSUs granted in April 2023 (reflecting an underlying grant from August 2022) that vested and were settled on September 15, 2025. The filer cites withholding of shares to satisfy tax obligations and references Rule 16b-3 exemption for withheld shares, which is standard practice. The form is signed by an attorney-in-fact, and entries include both acquisition (vest/settle) and disposition (withholding/sale) codes with prices disclosed where applicable. This is a routine disclosure of executive compensation settlement activity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dolan Ryan Thomas

(Last) (First) (Middle)

2 PENNSYLVANIA PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Entertainment Corp. [ MSGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		M		165	A	$0(1)	2,309	D
Class A Common Stock	09/15/2025		F(3)		59	D	$43.94	2,250	D
Class A Common Stock	09/15/2025		M		494	A	$0(2)	2,744	D
Class A Common Stock	09/15/2025		F(4)		176	D	$43.94	2,568	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/15/2025		M			165	(1)	09/15/2025	Class A Common Stock	165	$0	0	D
Performance Restricted Stock Units	(2)	09/15/2025		M			494	(2)	09/15/2025	Class A Common Stock	494	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on April 20, 2023 under the Madison Square Garden Entertainment Corp. ("MSGE") 2023 Employee Stock Plan (the "2023 Employee Stock Plan") in respect of an RSU granted by Shere Entertainment Co. ("SPHR") on August 31, 2022, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2023. One-third of the RSUs vested and were settled on September 13, 2024. The remaining one-third of the RSUs vested and were settled on September 15, 2025.

2. Each performance restricted stock unit ("PSU") was granted on April 20, 2023 under the 2023 Employee Stock Plan in respect of an PSU granted by SPHR on August 31, 2022, and represents a right to receive one share of MSGE Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on September 1, 2023 and the PSUs vested and were settled on September 15, 2025.

3. Represents RSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnote 1 above, exempt under Rule 16b-3.

4. Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 2 above, exempt under Rule 16b-3.

	/s/ Mark C. Cresitello, Attorney-in-Fact for Ryan Dolan	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Ryan Dolan report on Form 4 for MSGE?

The Form 4 reports the vesting and settlement of 165 RSUs and 494 PSUs on September 15, 2025, with tax-withholding disposals of 59 and 176 shares respectively and disposition entries at $43.94.

How many shares were withheld for taxes in the MSGE Form 4?

235 shares were withheld in total: 59 RSUs and 176 PSUs to satisfy tax withholding obligations.

What was the reported beneficial ownership of MSGE Class A shares after the transactions?

Following the reported transactions, the filing shows the reporting person beneficially owned 2,568 Class A common shares directly.

Were the vested awards cash-settled or converted to shares according to the filing?

The filing states each RSU and PSU represents a right to receive one share of MSGE Class A common stock or the cash equivalent and that the units were settled on September 15, 2025.

Does the Form 4 indicate any exemption applicable to the withheld shares?

Yes, the filing indicates the withheld RSUs and PSUs were exempt under Rule 16b-3 in connection with satisfying tax withholding obligations.