STOCK TITAN

MSGE CEO Dolan vests 99,565 performance shares

MSGE’s CEO reported RSU and PSU vesting into Class A shares with a portion withheld to satisfy tax obligations.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Madison Square Garden Entertainment Corp. (MSGE) reported that Executive Chairman & CEO James L. Dolan exercised and settled several equity awards on September 15, 2026. Restricted stock units granted in 2023–2025 converted into 31,134, 36,904 and 37,739 shares of Class A Common Stock as their scheduled tranches vested, and performance RSUs granted in 2023 converted into 99,565 shares after satisfaction of performance conditions. To cover related tax withholding obligations, 58,493 and 55,059 shares were withheld, as described as exempt under Rule 16b-3. The filing also notes indirect holdings of 26,320 shares by his spouse and 746 shares by minor children and household members, for which Mr. Dolan disclaims beneficial ownership except to the extent of any direct pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider DOLAN JAMES LAWRENCE
Role Executive Chairman & CEO
Type Security Shares Price Value
Exercise Restricted Stock Units F1 31,134 $0.00 $0.00
Exercise Restricted Stock Units F3 36,904 $0.00 $0.00
Exercise Restricted Stock Units F4 37,739 $0.00 $0.00
Exercise Performance Restricted Stock Units F6 99,565 $0.00 $0.00
Exercise Class A Common Stock F1, F2 31,134 $0.00 $0.00
Exercise Class A Common Stock F3, F2 36,904 $0.00 $0.00
Exercise Class A Common Stock F4, F2 37,739 $0.00 $0.00
Tax Withholding Class A Common Stock F5, F2 58,493 $80.89 $4.73M
Exercise Class A Common Stock F6, F2 99,565 $0.00 $0.00
Tax Withholding Class A Common Stock F7, F2 55,059 $80.89 $4.45M
holding Class A Common Stock F8 -- -- --
holding Class A Common Stock F9 -- -- --
Holdings After Transaction: Restricted Stock Units — 112,383 contracts (Direct); Performance Restricted Stock Units — 0 contracts (Direct); Class A Common Stock — 424,815 shares (Direct); Class A Common Stock — 26,320 shares (Indirect, By Spouse); Class A Common Stock — 746 shares (Indirect, By Minor Children and Household Members)
Footnotes (9)
  1. F1. Each restricted stock unit ("RSU") was granted on September 1, 2023 under the Madison Square Garden Entertainment Corp. ("MSGE") 2023 Employee Stock Plan (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 vested and were settled on September 15, 2026.
  2. F2. Includes shares held jointly with spouse.
  3. F3. 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 vested and were settled on September 15, 2026. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2027.
  4. F4. Each RSU was granted on August 25, 2025 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, 2026. One-third of the RSUs are scheduled to vest and settle on September 15, 2027. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2028.
  5. F5. Represents RSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 3 and 4 above, exempt under Rule 16b-3.
  6. F6. Each performance restricted stock unit ("PSU") was granted on September 1, 2023 under the MSGE 2023 Employee Stock Plan 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 26, 2026 and the PSUs vested and were settled on September 15, 2026.
  7. F7. Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 6 above, exempt under Rule 16b-3.
  8. F8. 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. F9. 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.
RSUs converted (2023 grant) 31,134 shares RSUs granted September 1, 2023; final one-third vested and settled September 15, 2026
RSUs converted (2024 grant) 36,904 shares RSUs granted August 27, 2024; tranche vested and settled September 15, 2026
RSUs converted (2025 grant) 37,739 shares RSUs granted August 25, 2025; first one-third vested and settled September 15, 2026
Performance RSUs converted 99,565 shares PSUs granted September 1, 2023; performance met August 26, 2026; vested September 15, 2026
RSU tax-withholding shares 58,493 shares Shares withheld to satisfy tax obligations on RSU vesting at $80.89 per share
PSU tax-withholding shares 55,059 shares Shares withheld to satisfy tax obligations on PSU vesting at $80.89 per share
Spouse indirect holdings 26,320 shares Class A Common Stock held by spouse; beneficial ownership disclaimed except for any pecuniary interest
Minor children and household holdings 746 shares Class A Common Stock held by minor children and household members; beneficial ownership disclaimed
Restricted Stock Units financial
"Each restricted stock unit ("RSU") was granted on September 1, 2023"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Restricted Stock Units financial
"Each performance restricted stock unit ("PSU") was granted on September 1, 2023"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Rule 16b-3 regulatory
"withheld to satisfy tax withholding obligations ... exempt under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
Section 16 regulatory
"for the purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did MSGE CEO James L. Dolan exercise on September 15, 2026?

On September 15, 2026, James L. Dolan exercised restricted stock units granted in 2023, 2024 and 2025 into 31,134, 36,904 and 37,739 MSGE Class A shares, and performance RSUs granted in 2023 into 99,565 shares after performance conditions were satisfied.

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

The filing reports that 58,493 MSGE shares relating to RSUs and 55,059 shares relating to performance RSUs were withheld to satisfy tax withholding obligations in connection with the September 15, 2026 vestings, with these withholdings described as exempt under Rule 16b-3.

Were the MSGE transactions made under a Rule 10b5-1 trading plan?

No. The Form 4 for MSGE indicates the Rule 10b5-1 checkbox is not affirmed, and the footnotes describe tax-withholding and vesting mechanics only, so no Rule 10b5-1 trading plan is reported in connection with these transactions.

What was the reported price used for tax-withholding MSGE shares?

For the tax-withholding dispositions of MSGE Class A Common Stock, the Form 4 reports a price per share of $80.89 for 58,493 RSU-related shares and 55,059 PSU-related shares that were withheld to satisfy tax obligations upon vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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 JAMES LAWRENCE

(Last)(First)(Middle)
2 PENNSYLVANIA PLAZA

(Street)
NEW YORK NEW YORK 10121

(City)(State)(Zip)

UNITED STATES

(Country)
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)
XDirector10% Owner
XOfficer (give title below)XOther (specify below)
Executive Chairman & CEOMember of 13(d) Group
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/15/2026M31,134A$0(1)364,159(2)D
Class A Common Stock09/15/2026M36,904A$0(3)401,063(2)D
Class A Common Stock09/15/2026M37,739A$0(4)438,802(2)D
Class A Common Stock09/15/2026F(5)58,493D$80.89380,309(2)D
Class A Common Stock09/15/2026M99,565(6)A$0479,874(2)D
Class A Common Stock09/15/2026F(7)55,059D$80.89424,815(2)D
Class A Common Stock26,320IBy Spouse(8)
Class A Common Stock746IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)09/15/2026M31,134 (1)09/15/2026Class A Common Stock31,134$00D
Restricted Stock Units(3)09/15/2026M36,904 (3)09/15/2027Class A Common Stock36,904$036,904D
Restricted Stock Units(4)09/15/2026M37,739 (4)09/15/2028Class A Common Stock37,739$075,479D
Performance Restricted Stock Units(6)09/15/2026M99,565 (6)09/15/2026Class A Common Stock99,565$00D
Explanation of Responses:
1. Each restricted stock unit ("RSU") was granted on September 1, 2023 under the Madison Square Garden Entertainment Corp. ("MSGE") 2023 Employee Stock Plan (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 vested and were settled on September 15, 2026.
2. Includes shares held jointly with spouse.
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 vested and were settled on September 15, 2026. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2027.
4. Each RSU was granted on August 25, 2025 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, 2026. One-third of the RSUs are scheduled to vest and settle on September 15, 2027. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2028.
5. Represents RSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 3 and 4 above, exempt under Rule 16b-3.
6. Each performance restricted stock unit ("PSU") was granted on September 1, 2023 under the MSGE 2023 Employee Stock Plan 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 26, 2026 and the PSUs vested and were settled on September 15, 2026.
7. Represents PSUs of MSGE withheld to satisfy tax withholding obligations in connection with the vesting of PSUs described in footnote 6 above, exempt under Rule 16b-3.
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. Dolan09/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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