James L. Dolan Reports 09/15/2025 Vesting of RSUs and PSU for MSGE

Rhea-AI Filing Summary

James L. Dolan, Executive Chairman & CEO of Madison Square Garden Entertainment Corp. (MSGE), reported a series of equity transactions dated 09/15/2025. Multiple restricted stock units (RSUs) and performance restricted stock units (PSUs) vested and were settled, resulting in acquisitions of Class A common stock and related cash-equivalent settlements. The report shows vesting/settlement of RSUs totaling 201,382 shares across grants and a PSU settlement of 100,429 shares with related tax-withholding sales of 55,826 shares on 09/15/2025 (and prior withholding of 55,537 on 09/13/2024) at a price of $43.94 per share. Following the reported activity, Mr. Dolan beneficially owned 388,562 Class A shares directly, with additional shares held indirectly by his spouse and minor children as disclosed.

Positive

• Scheduled RSU and PSU vesting completed, converting equity awards into shares and aligning executive compensation with company performance
• Timely Section 16 disclosure of transactions, including tax-withholding sales, showing compliance with reporting obligations

Negative

• Tax-withholding sales of 55,826 shares on 09/15/2025 and 55,537 shares on 09/13/2024 reduced the insider's share count
• Significant share issuances from vesting increase the outstanding shares available to insiders, which could modestly dilute existing public holders

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax-withholding sales, disclosed under Section 16 reporting rules.

The filings reflect scheduled vesting of RSUs and PSUs awarded under MSGE's 2023 Employee Stock Plan and settlements consistent with grant schedules and performance certification. The tax withholding transactions are ordinary and are identified as exempt under Rule 16b-3 where applicable. Disclosures include spouse and minor children holdings with standard disclaimers. This appears to be compliance-focused reporting rather than a strategic change in ownership or governance.

Securities Analyst

TL;DR: Material by size but not indicative of a change in control or new market signal.

The report shows acquisitions via vesting totaling substantial share counts, including a PSU settlement of 100,429 shares and multiple RSU settlements producing incremental ownership increases to 388,562 direct shares. Two withholding events sold 55,537 and 55,826 shares at $43.94 to satisfy tax obligations. These actions reflect compensation realization and liquidity for tax obligations rather than open-market sales reflecting a change in insider sentiment.

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

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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 JAMES LAWRENCE

(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
X	Officer (give title below)	X	Other (specify below)
	Executive Chairman & CEO		Member of 13(d) Group

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		32,917	A	$0(1)	275,923(7)	D
Class A Common Stock	09/15/2025		M		31,133	A	$0(2)	307,056(7)	D
Class A Common Stock	09/15/2025		M		36,903	A	$0(3)	343,959(7)	D
Class A Common Stock	09/15/2025		F(4)		55,826	D	$43.94	288,133(7)	D
Class A Common Stock	09/15/2025		M		100,429(5)	A	$0	388,562(7)	D
Class A Common Stock	09/13/2024		F(6)		55,537	D	$43.94	333,025(7)	D
Class A Common Stock								26,320	I	By Spouse(8)
Class A Common Stock								746	I	By Minor Children and Household Members(9)

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			32,917	(1)	09/15/2025	Class A Common Stock	32,917	$0	0	D
Restricted Stock Units	(2)	09/15/2025		M			31,133	(2)	09/15/2026	Class A Common Stock	31,133	$0	31,134	D
Restricted Stock Units	(3)	09/15/2025		M			36,903	(3)	09/15/2027	Class A Common Stock	36,903	$0	73,808	D
Performance Restricted Stock Units	(5)	09/15/2025		M			100,429	(5)	09/15/2025	Class A Common Stock	100,429	$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 RSU was granted on September 1, 2023 under the 2023 Employee Stock Plan 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 13, 2024. One-third of the RSUs vested and were settled on September 15, 2025. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2026.

3. Each RSU was granted on August 27, 2024 under the 2023 Employee Stock Plan 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, 2025. One-third of the RSUs are scheduled to vest and settle on September 15, 2026. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2027.

4. Represents RSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 2, and 3 above, exempt under Rule 16b-3.

5. Each performance restricted stock unit ("PSU") was granted on April 20, 2023 under the MSGE 2023 Employee Stock Plan in respect of a 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 August 25, 2025 and the PSUs vested and were settled on September 15, 2025.

6. Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 5 above, exempt under Rule 16b-3.

7. Includes shares held jointly with spouse.

8. Securities held by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

9. Mr. Dolan disclaims beneficial ownership of all securities of MSGE benificially owned and deemed to be beneficially owned by his minor children and household members and this filing shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

	/s/ James L. Dolan	09/17/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did James L. Dolan report on Form 4 for MSGE?

The Form 4 reports vesting and settlement of multiple RSU grants and a PSU settlement, acquisitions of Class A common stock, and tax-withholding sales of 55,826 and 55,537 shares at $43.94 per share.

How many shares did the April 20, 2023 PSU settlement produce?

The April 20, 2023 PSU settlement resulted in 100,429 shares that vested and were settled following satisfaction of performance conditions.

What is James L. Dolan's beneficial ownership after these transactions?

Following the reported transactions, Mr. Dolan directly beneficially owned 388,562 Class A shares, with additional indirect holdings reported for his spouse and minor children.

Were any sales reported as open-market transactions?

No open-market sales are reported; the only disposals are tax-withholding transactions in connection with RSU and PSU vesting, identified as exempt under Rule 16b-3 where noted.

What price was used for the tax-withholding share sales?

The tax-withholding sales reported were executed at a price of $43.94 per share.