James Dolan reports RSU/PSU vesting and share withholding on MSGS Form 4
Rhea-AI Filing Summary
James L. Dolan, Executive Chairman/CEO of Madison Square Garden Sports Corp. (MSGS), reported a series of equity transactions on Form 4 reflecting the vesting and settlement of restricted stock units (RSUs) and performance restricted stock units (PSUs). On 09/15/2025 Mr. Dolan had multiple RSU grants settle (6,375; 5,179; 6,488 shares) and a PSU award of 20,407 shares vested and settled after performance conditions were met. Certain shares (9,975 and 11,285) were disposed of at $210.95 per share to satisfy tax withholding. Following these transactions Mr. Dolan beneficially owned 201,314 Class A shares directly, plus indirect holdings of 5,011 shares by his spouse and 491 by minor/household members.
Positive
- PSU performance conditions were satisfied (performance conditions met on 08/21/2025), leading to vesting of 20,407 PSUs
- Scheduled RSU vesting occurred across multiple grant years, reflecting execution of planned long-term incentive compensation
Negative
- Shares were disposed of to satisfy tax withholding (9,975 and 11,285 shares disposed at $210.95), which reduced the reporting person’s immediate share count
Insights
TL;DR: Executive compensation awards vested and were settled, with share withholding for taxes; this is routine executive equity compensation activity.
These filings show scheduled vesting events across multiple grant years and the satisfaction of performance conditions for PSUs, indicating the company and executive followed planned compensation schedules. The disposals at $210.95 per share are identified as tax withholding transactions, exempt under Rule 16b-3, which is standard practice and not indicative of open-market sales for diversification. Holdings reported include direct and family-held shares, with disclaimers of beneficial ownership for spouse and minor/household holdings.
TL;DR: Multiple RSUs and PSUs vested on 09/15/2025; the PSU performance metric was met on 08/21/2025 and settled 09/15/2025.
The Form 4 lists grant vintages (2022, 2023, 2024) with staggered vesting schedules and shows the performance condition satisfied on 08/21/2025 for the 2022 PSUs. The report quantifies shares acquired and withheld: aggregate vested/settled shares include 38,449 RSUs/PSUs added across entries before withholding, with two withholding disposals of 9,975 and 11,285 shares at $210.95 to meet tax obligations. This is material to insider holdings disclosure but represents routine compensation settlement rather than active market selling for other purposes.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 6,375 | $0.00 | -- |
| Exercise | Restricted Stock Units | 5,179 | $0.00 | -- |
| Exercise | Restricted Stock Units | 6,488 | $0.00 | -- |
| Exercise | Performance Restricted Stock Units | 20,407 | $0.00 | -- |
| Exercise | Class A Common Stock | 6,375 | $0.00 | -- |
| Exercise | Class A Common Stock | 5,179 | $0.00 | -- |
| Exercise | Class A Common Stock | 6,488 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 9,975 | $210.95 | $2.10M |
| Exercise | Class A Common Stock | 20,407 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 11,285 | $210.95 | $2.38M |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Each restricted stock unit ("RSU") was granted on August 29, 2022 under the Madison Square Garden Sports Corp. ("MSGS") 2015 Employee Stock Plan (the "2015 Employee Stock Plan") and represents a right to receive one share of 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. Includes shares held jointly with spouse. Each RSU was granted on August 28, 2023 under the 2015 Employee Stock Plan and represents a right to receive one share of 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. Each RSU was granted on August 29, 2024 under the 2015 Employee Stock Plan and represents a right to receive one share of 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. Represents RSUs of MSGS withheld to satisfy tax withholding obligations in connection with the vesting of RSUs described in footnotes 1, 3 and 4, exempt under Rule 16b-3. Each performance restriced stock unit ("PSU") was granted on August 29, 2022 under the 2015 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The performance conditions were satisfied on August 21, 2025 and the PSUs vested and were settled on September 15, 2025. Represents PSUs of MSGS withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 6, exempt under Rule 16b-3. Securities held directly 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. Mr. Dolan disclaims beneficial ownership of all securities of MSGS beneficially owned and deemed to be beneficially owned by his minor children and household members and this filing shall not be deemed an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
