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

Corporate Governance Expert

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.

Securities/Insider Transactions Analyst

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.

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 JAMES LAWRENCE

(Last) (First) (Middle)

TWO PENN PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Madison Square Garden Sports Corp. [ MSGS ]

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		6,375	A	$0(1)	179,215(2)	D
Class A Common Stock	09/15/2025		M		5,179	A	$0(3)	184,394(2)	D
Class A Common Stock	09/15/2025		M		6,488	A	$0(4)	190,882(2)	D
Class A Common Stock	09/15/2025		F(5)		9,975	D	$210.95	180,907(2)	D
Class A Common Stock	09/15/2025		M		20,407	A	$0(6)	201,314(2)	D
Class A Common Stock	09/15/2025		F(7)		11,285	D	$210.95	190,029(2)	D
Class A Common Stock								5,011	I	By Spouse(8)
Class A Common Stock								491	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			6,375	(1)	09/15/2025	Class A Common Stock	6,375	$0	0	D
Restricted Stock Units	(3)	09/15/2025		M			5,179	(3)	09/15/2026	Class A Common Stock	5,179	$0	5,179	D
Restricted Stock Units	(4)	09/15/2025		M			6,488	(4)	09/15/2027	Class A Common Stock	6,488	$0	12,976	D
Performance Restricted Stock Units	(6)	09/15/2025		M			20,407	(6)	09/15/2025	Class A Common Stock	20,407	$0	0	D

Explanation of Responses:

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.

2. Includes shares held jointly with spouse.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

	/s/ James L. 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 insider transactions did James L. Dolan report on Form 4 for MSGS?

The Form 4 reports vesting and settlement of RSUs and PSUs on 09/15/2025 and two disposals to satisfy tax withholding at $210.95 per share.

How many PSUs vested for James L. Dolan and when were performance conditions met?

20,407 PSUs vested; the performance conditions were satisfied on 08/21/2025 and the PSUs settled on 09/15/2025.

How many Class A shares does James L. Dolan beneficially own after these transactions?

The report shows 201,314 Class A shares held directly, plus 5,011 indirectly by his spouse and 491 by minor/household members.

Why were shares disposed of and at what price?

Two disposals of 9,975 and 11,285 shares occurred to satisfy tax withholding obligations; each disposal price reported was $210.95 per share.

Do these transactions indicate open-market selling by Mr. Dolan?

No; the disposals are identified as withholding to satisfy tax obligations and are described as exempt under Rule 16b-3, not open-market sales for diversification.