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MSG Sports CEO exercises 33K shares, tax withheld

MSGS’s CEO exercised RSUs and PSUs into 33,309 Class A shares, with 18,417 shares withheld to cover taxes and certain family holdings reported as indirectly owned.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Madison Square Garden Sports Corp. (MSGS) reported that Executive Chairman and CEO James L. Dolan exercised equity awards and related share withholdings on September 15, 2026. He converted 33,309 derivative units (RSUs and PSUs) into an equal number of Class A Common shares and had 18,417 shares withheld at $393.27 per share to cover tax obligations. The filing also lists indirect holdings of 5,011 shares held by his spouse and 491 shares held by minor children and household members, which he disclaims beneficial ownership of except for any direct pecuniary interest.

Positive

  • None.

Negative

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Insider DOLAN JAMES LAWRENCE
Role Executive Chairman / CEO
Type Security Shares Price Value
Exercise Restricted Stock Units F1 5,179 $0.00 $0.00
Exercise Restricted Stock Units F3 6,488 $0.00 $0.00
Exercise Restricted Stock Units F4 6,508 $0.00 $0.00
Exercise Performance Restricted Stock Units F6 15,134 $0.00 $0.00
Exercise Class A Common Stock F1, F2 5,179 $0.00 $0.00
Exercise Class A Common Stock F3, F2 6,488 $0.00 $0.00
Exercise Class A Common Stock F4, F2 6,508 $0.00 $0.00
Tax Withholding Class A Common Stock F5, F2 10,048 $393.27 $3.95M
Exercise Class A Common Stock F6, F2 15,134 $0.00 $0.00
Tax Withholding Class A Common Stock F7, F2 8,369 $393.27 $3.29M
holding Class A Common Stock F8 -- -- --
holding Class A Common Stock F9 -- -- --
Holdings After Transaction: Restricted Stock Units — 19,506 contracts (Direct); Performance Restricted Stock Units — 0 contracts (Direct); Class A Common Stock — 204,921 shares (Direct); Class A Common Stock — 5,011 shares (Indirect, By Spouse); Class A Common Stock — 491 shares (Indirect, By Minor Children and Household Members)
Footnotes (9)
  1. F1. Each restricted stock unit ("RSU") was granted on August 28, 2023 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 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 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 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 21, 2025 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, 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 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. F6. Each performance restriced stock unit ("PSU") 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. 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 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. F8. 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. F9. 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.
Derivative units exercised 33,309 units RSUs and PSUs converted into Class A Common Stock on September 15, 2026
Shares acquired from exercises 33,309 shares Class A Common Stock received upon RSU and PSU exercises on September 15, 2026
Shares withheld for taxes 18,417 shares Class A Common Stock withheld to satisfy tax withholding obligations
Tax withholding price $393.27 per share Price used for code F tax-withholding transactions in MSGS Class A Common
Performance RSUs vested 15,134 units PSUs granted August 28, 2023 that vested and settled on September 15, 2026
Indirect spouse holdings 5,011 shares Class A Common Stock held by James L. Dolan’s spouse, with beneficial ownership disclaimed
Indirect minor/household holdings 491 shares Class A Common Stock held by minor children and household members, with beneficial ownership disclaimed
Restricted Stock Units financial
"Each restricted stock unit ("RSU") was granted on August 28, 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 restriced stock unit financial
"Each performance restriced stock unit ("PSU") was granted on August 28, 2023"
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 MSGS CEO James L. Dolan exercise on September 15, 2026?

On September 15, 2026, James L. Dolan exercised 33,309 equity derivative units, consisting of restricted stock units and performance restricted stock units, into an equal number of Class A Common shares of Madison Square Garden Sports Corp. (MSGS).

How many MSGS shares were withheld for James L. Dolan’s tax obligations?

A total of 18,417 Class A Common shares of MSGS were withheld at $393.27 per share to satisfy tax withholding obligations connected to the vesting and settlement of RSUs and PSUs held by James L. Dolan.

Were James L. Dolan’s MSGS transactions under a Rule 10b5-1 plan?

No. The Form 4 for Madison Square Garden Sports Corp. (MSGS) indicates no Rule 10b5-1 trading plan for these transactions; the Rule 10b5-1 checkbox is not marked as an affirmatively adopted plan.

What is the nature of the tax-withholding transactions in MSGS stock for James L. Dolan?

Two code F transactions show 10,048 and 8,369 Class A MSGS shares withheld at $393.27 per share to satisfy tax withholding obligations related to the vesting of RSUs and PSUs, as described in the related footnotes.

What performance-based awards in MSGS stock vested for James L. Dolan?

Performance restricted stock units granted on August 28, 2023, representing 15,134 Class A shares of MSGS, had performance conditions satisfied on August 26, 2026 and vested and settled into shares on September 15, 2026.

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)
TWO PENN PLAZA

(Street)
NEW YORK NEW YORK 10121

(City)(State)(Zip)

UNITED STATES

(Country)
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)
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 Stock09/15/2026M5,179A$0(1)195,208(2)D
Class A Common Stock09/15/2026M6,488A$0(3)201,696(2)D
Class A Common Stock09/15/2026M6,508A$0(4)208,204(2)D
Class A Common Stock09/15/2026F(5)10,048D$393.27198,156(2)D
Class A Common Stock09/15/2026M15,134A$0(6)213,290(2)D
Class A Common Stock09/15/2026F(7)8,369D$393.27204,921(2)D
Class A Common Stock5,011IBy Spouse(8)
Class A Common Stock491IBy 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)09/15/2026M5,179 (1)09/15/2026Class A Common Stock5,179$00D
Restricted Stock Units(3)09/15/2026M6,488 (3)09/15/2027Class A Common Stock6,488$06,488D
Restricted Stock Units(4)09/15/2026M6,508 (4)09/15/2028Class A Common Stock6,508$013,018D
Performance Restricted Stock Units(6)09/15/2026M15,134 (6)09/15/2026Class A Common Stock15,134$00D
Explanation of Responses:
1. Each restricted stock unit ("RSU") was granted on August 28, 2023 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 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 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 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 21, 2025 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, 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 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 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. The performance conditions were satisfied on August 26, 2026 and the PSUs vested and were settled on September 15, 2026.
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. 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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