Lower Media Fees Traded for Near-20% MSG Networks Equity at MSG Sports

Rhea-AI Filing Summary

Madison Square Garden Sports (NYSE: MSGS) filed an Item 7.01 Form 8-K disclosing material changes to its media-rights contracts with MSG Networks, effective January 1, 2025.

• New York Knicks: annual rights fee cut 28%, escalator removed, term extended to end-2028-29 season with MSGN right-of-first-refusal.
• New York Rangers: annual fee cut 18%, escalator removed, same term extension.
• In consideration, MSG Sports received penny warrants exercisable for 19.9% of MSG Networks’ equity.

The revisions arise from MSGN’s lender work-out. While lower guaranteed fees pressure near-term revenue and EBITDA, the equity stake offers upside if MSGN’s restructuring succeeds.

Positive

• Received penny warrants for 19.9% equity stake in MSG Networks, offering potential upside if the network’s restructuring succeeds
• Extended media-rights agreements through the 2028-29 season, ensuring long-term broadcast stability and right-of-first-refusal protections

Negative

• Annual rights fee for the New York Knicks reduced by 28%, materially lowering predictable cash revenue
• Annual rights fee for the New York Rangers reduced by 18%, adding further revenue pressure
• Elimination of the annual rights-fee escalators removes future inflation protection and growth

Insights

Financial Analyst

TL;DR – Rights-fee cuts outweigh warrant upside; earnings hit likely.

The Knicks and Rangers collectively generate the bulk of MSGS’s predictable cash flow, so a 28%/18% fee reduction materially dents high-margin revenue from 2025 forward. Eliminating escalators removes an inflation hedge, compounding the impact. Although the 19.9% penny warrants could yield value if MSGN restructures successfully, their payoff is uncertain and non-cash in the near term. Expect consensus EBITDA estimates to move lower until MSGN valuation clarity emerges. Rating: negative.

Media-Rights Specialist

TL;DR – Strategic trade-off: lower fees for equity and term security.

Extending both deals to 2028-29 locks in broadcast continuity, critical for fan engagement and sponsorship. The warrants align MSGS with MSGN’s turnaround, potentially recapturing lost economics if the network delevers. However, near-term P&L pressure is unavoidable and may limit flexibility for roster spending. Overall impact is mixed but manageable given the organization’s diversified revenue streams.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2025

MADISON SQUARE GARDEN SPORTS CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada		1-36900		47-3373056
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Two Pennsylvania Plaza, New York, NY				10121
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (212) 465-4111

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		MSGS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

As previously disclosed, on April 24, 2025, New York Knicks, LLC and New York Rangers, LLC (collectively, the “Teams”), wholly-owned subsidiaries of Madison Square Garden Sports Corp. (the “Company”), entered into a Transaction Support Agreement (the “Transaction Support Agreement”), pursuant to which the Teams agreed to enter into amendments to their respective media rights agreements with subsidiaries of MSG Networks Inc. (“MSG Networks”) on terms set forth in the Transaction Support Agreement as part of MSG Networks’ debt work-out process with its lenders.

On June 27, 2025, the media rights agreements between subsidiaries of MSG Networks, on the one hand, and the Teams, on the other hand, were amended, effective as of January 1, 2025, as follows:

• New York Knicks:

• a reduction of 28% in the annual rights fee;

• an elimination of the annual rights fee escalator; and

• a change to the contract expiration date to the end of the 2028-29 season, subject to a right of first refusal in favor of MSG Networks;

• New York Rangers:

• a reduction of 18% in the annual rights fee;

• an elimination of the annual rights fee escalator; and

• a change to the contract expiration date to the end of the 2028-29 season, subject to a right of first refusal in favor of MSG Networks.

Concurrent with the amendments to the media rights agreements, MSG Networks issued penny warrants to the Company exercisable for 19.9% of the equity interests in MSG Networks.

The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MADISON SQUARE GARDEN SPORTS CORP.
(Registrant)
By:		/s/ Mark C. Cresitello
Name:		Mark C. Cresitello
Title:		Senior Vice President, Deputy General Counsel & Secretary

Dated: June 27, 2025

FAQ

By how much was MSGS’s Knicks media rights fee reduced?

The annual rights fee for the New York Knicks was reduced by 28% effective January 1, 2025.

What equity interest did MSG Sports obtain in MSG Networks?

MSG Sports received penny warrants exercisable for 19.9% of MSG Networks’ equity.

When do the new Knicks and Rangers media rights agreements expire?

Both contracts now run through the end of the 2028-29 season, with MSG Networks holding a right of first refusal.

Why were the media rights agreements amended?

The changes support MSG Networks’ debt workout with its lenders, as outlined in the Transaction Support Agreement dated April 24, 2025.

Does the elimination of escalators affect future fee growth for MSGS?

Yes. Removing the annual escalators eliminates automatic yearly increases, limiting future rights-fee growth.

Is this information considered filed under the Exchange Act?

No. The 8-K states the information is furnished under Item 7.01 and is not deemed "filed" for Exchange Act purposes.