DEF 14A of Sphere Entertainment Co., Apr 28, 2026

DEF 14A of Sphere Entertainment Co.

Filed Apr 28, 2026 · FY20250001628280-26-027969

Open on EDGAR

  1. TABLE OF CONTENTS

    | 2025 Grants of Plan-Based Awards | 72 | | Outstanding Equity Awards at December 31, 2025 | 75 | | 2025 Option Exercises and Stock Vested | 77 | | 2025 Pension Benefits | 78 | | 2025 Nonqualified Deferred Compensation | 81 | | Employment Agreements | 82 | | Termination and Severance | 91 | | Equity Compensation Plan Information | 99 | | CEO Pay Ratio | 100 | | Pay Versus Performance | 101 | | Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information | 107 | | Proposal 3 — Non-Binding Advisory Vote on Named Executive Officer Compensation | 108 | | Proposal 4 — Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation | 109 | | Our Executive Officers | 110 | | Transactions with Related Parties | 112 | | Relationship Between Us, MSGE, MSGS and AMC Global Media | 112 | | Aircraft Arrangements | 115 | | Dolan Family Arrangements | 115 | | Other | 115 | | Certain Relationships and Potential Conflicts of Interest | 116 | | Related Party Transaction Approval Policy | 117 | | Delinquent Section 16(a) Reports | 118 | | Stock Ownership Table | 119 | | Other Matters | 130 | | Stockholder Proposals for 2027 Annual Meeting | 130 | | Annual Report on Form 10-K | 131 | | Annex A — Reconciliation of Non-GAAP Financial Measures | A-1 |

  2. BOARD AND GOVERNANCE PRACTICES

    BOARD AND GOVERNANCE PRACTICES CORPORATE GOVERNANCE PRACTICES Our Board has adopted the Governance Guidelines and other practices to promote the functioning of the Board and its committees to serve the best interests of all our stockholders. The Governance Guidelines and our other governance documents provide a framework for our governance practices, including: ✓Annual election of directors, with all directors elected to one-year terms ✓Board composition to include a broad range of skills, experience, industry knowledge, diversity of opinion and contacts relevant to the Company’s business, which serves the interests of both our Class A Common Stock and Class B Common Stock ✓Annual Board self-assessments to assess the mix of skills and experience that directors bring to the Board to facilitate an effective oversight function ✓Robust director nomination criteria to ensure a diversity of viewpoints, background and expertise in the boardroom ✓Regular executive sessions of independent directors ✓Independent Board committees, with each of the Audit Committee and the Compensation Committee comprised 100% of independent directors ✓Restricted stock units subject to holding requirement through the end of service on the Board Our Corporate Governance Guidelines set forth our practices and policies with respect to Board composition and selection, Board meetings, executive sessions of the Board, Board committees, the expectations we have of our directors, selection of the Executive Chairman and the Chief Executive Officer, management succession, Board and executive compensation, and Board self-assessment requirements. The full text of our Corporate Governance Guidelines may be viewed at our corporate website at www.sphereentertainmentco.com under Investors — Governance — Corporate Governance. A copy may be obtained by writing to Sphere Entertainment Co., Two Pennsylvania Plaza, New York, NY 10121; Attention: Corporate Secretary. STOCKHOLDER ENGAGEMENT Fostering long-term relationships with our stockholders is a priority for the Company. Engagement helps us gain insight into the issues most important to our stockholders, informing Board discussions and allowing us to consider investors’ views on a range of topics including corporate governance and executive compensation matters. We regularly engage with stockholders, and during 2025, management of the Company engaged with holders of nearly 60% of our Class A Common Stock to discuss our Board, governance and/or executive compensation practices, with the specific goal of seeking stockholder feedback. We greatly value the views of our stockholders, and we look forward to continuing this dialogue as part of our efforts to continuously align with stockholders’ interests. BOARD LEADERSHIP STRUCTURE Our Board has the flexibility to determine whether the roles of Executive Chairman and Chief Executive Officer should be separated or combined. The Board makes this decision based on its evaluation of the circumstances and the Company’s specific needs. The Board believes combining these roles is the optimal leadership structure for the Company at this time because of Mr. Dolan’s experience with the Company’s business and industry, as well as his ability to most effectively identify strategic priorities of the Company and ensure execution of such priorities. The Board does not designate a lead independent director and believes it is appropriate not to have one because of the Company’s stockholder voting structure. BOARD SELF-ASSESSMENT The Board conducts an annual self-assessment to determine whether the Board and its committees are functioning effectively. Among other things, the Board’s self-assessment seeks input from the directors on whether they have the tools and access necessary to perform their oversight function as well as suggestions for improvement of the Board’s functioning. In addition, our Audit Committee and Compensation Committee each conducts its own annual self-assessment, which includes an assessment of the adequacy of their performance as compared to their respective charters. EXECUTIVE SESSIONS OF NON-MANAGEMENT AND INDEPENDENT BOARD MEMBERS Under our Governance Guidelines, either our directors who are not also executive officers of our Company (the “non-management directors”) or our directors who are independent under the NYSE rules are required to meet regularly in executive sessions with no members of management present. If non-management directors who are not independent participate in these executive sessions, the independent directors under the NYSE rules are required to meet separately in executive sessions at least once each year. The non-management or independent directors may specify the procedure to designate the director who may preside at any such executive session. RISK OVERSIGHT Our Board believes that risk oversight is an important Board responsibility. The Board has delegated risk oversight to the Audit Committee, including venue security and oversight over cybersecurity risks. The Audit Committee discusses guidelines and policies governing the process by which the Company’s management assesses and manages the Company’s exposure to risk, and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee also receives periodic updates from subject matter experts regarding specific risks, such as venue security and cybersecurity. For example, the Chief Security Officer (“CSO”) of MSGE (whose team provides services to the Company) or a senior member of the CSO’s team reports annually to the Audit Committee regarding the Company’s information security and cybersecurity risks. In addition, the Company’s Chief Financial Officer and Chief Legal Officer communicate with the Company’s Audit Committee or its chair upon the occurrence of specified types of cybersecurity-related events, in accordance with the Company’s incident response policy. The Chief Legal Officer, the Chief Financial Officer and the Vice President, Internal Audit & SOX also attend quarterly meetings of the Audit Committee to provide quarterly reports with updates on, among other things, cybersecurity risks facing the Company and the occurrence of cybersecurity-related events during each quarter. The Audit Committee reports to the Board of Directors at least annually regarding its responsibilities and actions taken throughout the year, which includes any significant activities regarding its oversight of risks from cybersecurity threats. The Compensation Committee considers the Company’s exposure to risk in establishing and implementing our executive compensation program. The Compensation Committee, with the assistance of its independent compensation consultant, reviewed the level of risk incentivized by the Company’s executive compensation program as well as incentive programs below the executive officer level. Based on this assessment and the executive compensation program’s mix of fixed and variable compensation, emphasis on long-term performance, maximum performance levels under the annual and long-term incentive awards, the program’s close connection to Company-wide and divisional performance and its equity-based component with three-year vesting designed to align the executive officers’ compensation with the Company’s long-term strategy and growth while not incentivizing excessive risk taking (in the case of options, through ten year expiration terms and potentially achievable performance targets), the Compensation Committee determined that our executive compensation program does not create incentives for excessive risk-taking that are reasonably likely to have a material adverse effect on the Company. COMMUNICATING WITH OUR DIRECTORS

  3. BOARD AND GOVERNANCE PRACTICES

    Our Board has adopted policies designed to allow our stockholders and other interested parties to communicate with our directors. Any interested party who wishes to communicate with the Board or any director or the non-management directors as a group should send communications in writing to the Chairman of the Audit Committee, Sphere Entertainment Co., Two Pennsylvania Plaza, New York, NY 10121. Any person, whether or not an employee, who has a concern with respect to our accounting, internal accounting controls, auditing issues or other matters, may, in a confidential or anonymous manner, communicate those concerns to our Audit Committee by contacting the SPHR Integrity Hotline, which is operated by a third-party service provider, at 1-844-761-0392 or www.msg.ethicspoint.com. CODE OF CONDUCT AND ETHICS Our Board has adopted a Code of Conduct and Ethics for our directors, officers and employees. A portion of this Code of Conduct and Ethics also serves as a code of conduct and ethics for our senior financial officers, including our principal accounting officer and controller. Among other things, our Code of Conduct and Ethics covers conflicts of interest, disclosure responsibilities, legal compliance, reporting and compliance with the Code of Conduct and Ethics, confidentiality, corporate opportunities, fair dealing, protection and proper use of Company assets and equal employment opportunity and harassment. The full text of the Code of Conduct and Ethics is available on our website at www.sphereentertainmentco.com under Investors — Governance — Corporate Governance. In addition, a copy may be obtained by writing to Sphere Entertainment Co., Two Pennsylvania Plaza, New York, NY 10121; Attention: Corporate Secretary. Within the time period required by the SEC, we will post on our website any amendment to the Code of Conduct and Ethics and any waiver applicable to any executive officer, director or senior financial officer. DIRECTOR INDEPENDENCE As a “controlled company” we are not subject to the corporate governance rules of the NYSE requiring: (i) a majority of independent directors on our Board, (ii) an independent corporate governance and nominating committee, and (iii) an independent compensation committee. On account of this, and based on our ownership and voting structure, we do not have a majority of independent directors on our Board and we have not created a corporate governance and nominating committee; however, we have elected to comply with the NYSE requirement for an independent compensation committee. Under the terms of our Articles of Incorporation, the holders of our Class B Common Stock have the right to elect up to 75% of the members of our Board and there is no requirement that any of those directors be independent or be chosen independently. Despite the fact that our Board does not have a majority of independent directors, we value independent oversight and perspectives in our boardroom. That independent input is fostered by our Articles of Incorporation, which gives our Class A stockholders the right to elect at least 25% of our Board, as well as by the presence on our Board of a director elected by our Class B stockholders who meets the NYSE standards of independence. Messrs. Lhota, Litvin and Sykes, and Ms. Perelman, who are currently independent directors elected by holders of Class A Common Stock, and Mr. Tese, who is currently an independent director elected by holders of Class B Common Stock, are being nominated for re-election at the annual meeting. Assuming all of the director nominees are elected at the annual meeting, our actual Class A director representation will be 26.7% of the Board, meeting the percentage required by our Articles of Incorporation, and independent director representation will be approximately 33.3%. Our Board believes that the Company and its stockholders will benefit from the continuity of the current independent directors and their collective deep business expertise. We welcome their combined insights as we continue to pursue our strategies to create long-term stockholder value. Our Board has determined that each of the following non-management directors is “independent” within the meaning of the rules of the NYSE and the SEC: Joseph J. Lhota, Joel M. Litvin, Debra G. Perelman, John L. Sykes, and Vincent Tese. In reaching its determination, the Board considered the following: •Mr. Lhota served as a director of MSGN (a company that was also controlled by the Dolan family) from 2016 until the Networks Merger in July 2021, and previously served as an Executive Vice President of MSGN from 2010 to 2011 and Executive Vice President of Cablevision Systems Corporation (“Cablevision”) from 2002 to 2010. In addition, Mr. Lhota served as a director of MSGS (formerly The Madison Square Garden Company) from 2017 until the 2020 Distribution Date. The Board determined that these relationships are not material and that Mr. Lhota is independent within the meaning of the rules of the NYSE and the SEC. •Mr. Litvin served as a director of MSGN from 2015 until the Networks Merger in July 2021. The Board has determined that this relationship is not material and that Mr. Litvin is independent within the meaning of the rules of the NYSE and the SEC. •Ms. Perelman has served as a director of AMC Global Media Inc. (formerly AMC Networks Inc., “AMC Global Media”) (a company that is also controlled by the Dolan family) since June 2023. The Board determined that this relationship is not material and Ms. Perelman is independent within the meaning of the rules of the NYSE and the SEC. •Mr. Sykes served as a director of MSGN from 2015 until the Networks Merger in July 2021. In addition, Mr. Sykes is a non-executive officer of iHeart Media, Inc., which has entered into routine commercial transactions with the Company in connection with hosting events at the Company’s historical venues. The Board has determined that these relationships are not material and that Mr. Sykes is independent within the meaning of the rules of the NYSE and the SEC. •Mr. Tese served as a director of MSGN from 2010 to 2015. In addition, Mr. Tese has served as a director of MSGS since 2015 and AMC Global Media since 2016. His brother was employed by Sphere Entertainment Group, LLC (formerly MSG Entertainment Group, LLC), a subsidiary of the Company, in a non-executive officer position from September 2015 until August 2020. Mr. Tese’s brother was re-hired in December 2021 in a non-executive officer position and his employment was transferred to a subsidiary of MSGE in connection with the MSGE Distribution until his separation from MSGE in February 2024. Mr. Tese’s brother was also employed by a subsidiary of MSGN in a non-executive officer position from 2005 until September 2015. The Board determined that these relationships are not material and Mr. Tese is independent within the meaning of the rules of the NYSE and the SEC. DIRECTOR NOMINATIONS As permitted under the NYSE rules, we do not have a nominating committee and believe it is appropriate not to have one because of our stockholder voting structure. The Board has nonetheless established a nomination mechanism in our Corporate Governance Guidelines for the selection of nominees for election as directors by the holders of our Class A Common Stock (“Class A Directors”) and by the holders of our Class B Common Stock (“Class B Directors”), as follows: •Nominees for election as Class A Directors are recommended to the Board by a majority of the independent Class A Directors then in office. •Nominees for election as Class B Directors are recommended to our Board by a majority of the Class B Directors then in office. Our Articles of Incorporation provides holders of the Company’s Class B Common Stock the right to elect up to 75% of the members of our Board and holders of our Class A Common Stock the right to elect at least 25% of the members of our Board. DIRECTOR SELECTION

  4. BOARD AND GOVERNANCE PRACTICES

    Our Board believes that each director nominee should be evaluated based on the skills needed on the Board and his or her individual merits, taking into account, among other matters, the factors set forth in our Corporate Governance Guidelines under “Board Composition” and “Selection of Directors.” Those factors include: •The desire to have a Board that encompasses a broad range of skills, expertise, industry knowledge, diversity of viewpoints, opinions, background and experience and contacts relevant to our business; •Personal qualities and characteristics, accomplishments and reputation in the business community; •Ability and willingness to commit adequate time to Board and committee matters; and •The fit of the individual’s skill and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of our Company. The Class A Directors evaluate and recommend Class A Director candidates to the Board for nomination as Class A Directors and suggest individuals for the Board to explore in more depth. The Class A Directors also consider Class A Director nominees recommended by our stockholders. Nominees recommended by our stockholders are given consideration in the same manner as other nominees. Stockholders who wish to nominate directors for election at our annual meeting may do so by submitting in writing such nominees’ names, in compliance with the procedures and along with other information required by the Company’s bylaws. See “Other Matters — Stockholder Proposals for 2027 Annual Meeting.” The Class B Directors will consult from time to time with one or more of the holders of our Class B Common Stock to ensure that all Class B Director nominees recommended to the Board are individuals who will make a meaningful contribution as Board members and will be individuals likely to receive the approving vote of the holders of a majority of the outstanding Class B Common Stock. The Class B Directors do not intend to consider unsolicited suggestions of nominees by holders of our Class A Common Stock. We believe that this is appropriate in light of the voting provisions of our Articles of Incorporation which provide the holders of our Class B Common Stock the exclusive right to elect our Class B Directors. BOARD MEETINGS The Board met five times during the year ended December 31, 2025. All of the directors who were on the Board during 2025 attended at least 75% of the meetings of the Board and the committees of the Board on which he or she served during 2025. We encourage our directors to attend annual meetings of our stockholders and believe that attendance at annual meetings is equally as important as attendance at Board and committee meetings. 14 of the directors who were then on the Board attended the 2025 annual stockholders’ meeting. COMMITTEES Our Board has two standing committees comprised solely of independent directors: the Audit Committee and the Compensation Committee.

  5. 2025 Director Compensation Table

    2025 Director Compensation Table The table below summarizes the total compensation paid to or earned by each person who served as a non-employee director during 2025. Directors who were employees of the Company in 2025 received no compensation for service as directors and are therefore not identified in the table below.

  6. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($)(4) | | 2025 Non-Employee Directors | | | | | Charles P. Dolan | 75,000 | 162,689 | 237,689 | | Kristin A. Dolan | 75,000 | 162,689 | 237,689 | | Marianne Dolan Weber | 75,000 | 162,689 | 237,689 | | Paul J. Dolan | 75,000 | 162,689 | 237,689 | | Quentin F. Dolan(5) | 75,000 | 162,689 | 237,689 | | Thomas C. Dolan | 75,000 | 162,689 | 237,689 | | Joseph J. Lhota | 115,000 | 162,689 | 277,689 | | Joel M. Litvin | 75,000 | 162,689 | 237,689 | | Debra G. Perelman | 51,429 | 162,689 | 214,118 | | Brian G. Sweeney | 75,000 | 162,689 | 237,689 | | John L. Sykes | 137,500 | 162,689 | 300,189 | | Vincent Tese | 98,571 | 162,689 | 261,260 | | Isiah L. Thomas III | 75,000 | 162,689 | 237,689 | | Former Non-Employee Director | | | | | Carl E. Vogel(6) | 82,500 | — | 82,500 |

  7. 2025 Director Compensation Table

    _______________ (1)These amounts represent Board cash retainer and committee chair/membership fees earned during the year ended December 31, 2025, as applicable, including, with respect to Messrs. Sykes and Vogel, compensation for service on one or more Independent Committees. The amounts reported do not include any reasonable out-of-pocket expenses incurred while attending meetings for which the Company reimburses each non-employee director. (2)This column reflects the grant date fair market value of 4,397 restricted stock units granted on June 4, 2025, to each non-employee director. Such grant date fair market value was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“Topic 718”). The assumptions used by the Company in calculating these amounts are set forth in Note 16 to our financial statements included in our Annual Report on Form 10-K. The values reflected in this column differ from the value set forth in our directors’ compensation program because the value calculated under Topic 718 differs from the 20-trading day average used to determine the number of units granted to directors. (3)For each current non-employee director, the aggregate number of restricted stock units held as of December 31, 2025 is as follows: Charles P. Dolan, 19,154 units; Kristin A. Dolan, 23,214 units; Marianne Dolan Weber, 19,154 units; Paul J. Dolan, 25,762 units; Quentin F. Dolan, 19,154 units; Thomas C. Dolan, 28,786 units; Joseph J. Lhota, 27,649 units; Joel M. Litvin, 24,083 units; Debra G. Perelman, 4,397 units; Brian G. Sweeney, 28,786 units; John L. Sykes, 25,919 units; Vincent Tese, 19,154 units; and Isiah L. Thomas, 19,154 units. (4)The value of tickets provided to non-employee directors as perquisites is not included in the table as permitted by SEC rules because the aggregate amount of perquisites did not exceed $10,000 for any director. (5)Mr. Quentin Dolan became an employee of the Company and has served as Special Advisor to the Executive Chairman since February 2026 and as such will receive no compensation for serving as a director going forward. (6)Mr. Carl E. Vogel did not stand for re-election at the Company’s 2025 annual meeting held on June 4, 2025. As of such date, Mr. Vogel held 10,688 restricted stock units.

  8. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board has nominated 15 candidates for election to the Board at the annual meeting. Of the 15 director nominees, four are to be elected by the holders of our Class A Common Stock and eleven are to be elected by the holders of our Class B Common Stock. All 15 nominees have been nominated for a term to expire at the 2027 annual meeting and until their successors have been elected and qualified. The Company representatives appointed by the Board (the persons named on the proxy card, or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted to elect each of the director nominees below, as applicable, based on whether you are a holder of our Class A Common Stock or our Class B Common Stock. Information on each of our nominees is given below. Each director nominee listed below has consented to being named in this proxy statement and has agreed to serve if elected. However, if a nominee for election as a director by the holders of our Class A Common Stock becomes unavailable before the election or for good cause will not serve, the persons named on the Class A proxy card would be authorized to vote for a replacement director nominee for election as a director by the holders of our Class A Common Stock if the Board names one. If a nominee for election as a director by the holders of our Class B Common Stock becomes unavailable before the election or for good cause will not serve, the persons named on the Class B proxy card would be authorized to vote for a replacement director nominee for election as a director by the holders of our Class B Common Stock if the Board names one. The Board unanimously recommends that you vote FOR each of the following candidates:

  9. PROPOSAL 1 — ELECTION OF DIRECTORS

    | JAMES L. DOLAN – Age 70 |

  10. Class B Director since November 21, 2019

    Class B Director since November 21, 2019 Other Public Company Directorships: AMC Global Media (NASDAQ: AMCX), Madison Square Garden Entertainment Corp. (NYSE: MSGE), Madison Square Garden Sports Corp. (NYSE: MSGS)

  11. Career Highlights

    Career Highlights Mr. Dolan has served as a director, the Executive Chairman and Chief Executive Officer of the Company since November 2019. Mr. Dolan has also served as a director and the Executive Chairman and Chief Executive Officer of MSGE since December 2022, and as a director and the Executive Chairman of MSGS since 2015 and as its Chief Executive Officer since May 2024. Mr. Dolan has served as Non-Executive Chairman of AMC Global Media since February 2023, previously serving in that role from September 2020 to December 2022, and has served as a director since 2011. He served as Interim Executive Chairman of AMC Global Media from December 2022 to February 2023. Mr. Dolan was a director and the Executive Chairman of MSGN from 2009 until the Networks Merger in July 2021, the Chief Executive Officer of MSGS from November 2017 to April 2020 and the Chief Executive Officer of Cablevision from 1995 to 2016. He was President of Cablevision from 1998 to 2014; Chief Executive Officer of Rainbow Media Holdings, Inc., a former programming subsidiary of Cablevision that spun-off in 2011 to become AMC Networks (now AMC Global Media), from 1992 to 1995; and Vice President of Cablevision from 1987 to 1992. In addition, Mr. Dolan previously served as a director of Cablevision from 1991 to 2016. Mr. Dolan is the spouse of Kristin A. Dolan, the father of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan, the brother of Marianne Dolan Weber and Thomas C. Dolan, the brother-in-law of Brian G. Sweeney and the cousin of Paul J. Dolan.

  12. Key Skills & Experience

    Key Skills & Experience In light of his experience as Executive Chairman and Chief Executive Officer of the Company, MSGE, and MSGS, as well as experience in various positions with Cablevision, including as its Chief Executive Officer, and in various positions with MSGN and its predecessors since 1999, including as Executive Chairman, as well as the knowledge and experience he has gained about the Company’s businesses and contributions he has made during his tenure as a director of the Company, MSGE, MSGS, MSGN, AMC Global Media and Cablevision, our Board has concluded that James L. Dolan should serve as a director of the Company.

  13. Key Skills & Experience

    | CHARLES P. DOLAN – Age 38 |

  14. Class B Director since April 17, 2020

    Class B Director since April 17, 2020 Committee Membership: None Other Public Company Directorships: Madison Square Garden Entertainment Corp. (NYSE: MSGE), Madison Square Garden Sports Corp. (NYSE: MSGS) Mr. Dolan has been an employee of Knickerbocker Group LLC since 2010. Mr. Dolan has served as a director of MSGE since April 2023, MSGS since 2015, and previously served as a director of MSGN from 2010 to 2015. He is a graduate of New York University and has significant familiarity with the business of the Company as a member of the third generation of Cablevision’s founding family. Mr. Dolan is the son of James L. Dolan, the stepson of Kristin A. Dolan, the brother of Quentin F. Dolan and Ryan T. Dolan, the nephew of Marianne Dolan Weber, Thomas C. Dolan and Brian G. Sweeney and the cousin of Paul J. Dolan. In light of his familiarity with the Company’s business, being a member of the third generation of Cablevision’s founding family, as well as the knowledge and experience he has gained and the contributions he has made during his tenure as a director of the Company, MSGE, MSGS and MSGN, our Board has concluded that Charles P. Dolan should serve as a director of the Company.

  15. Class B Director since April 17, 2020

    | KRISTIN A. DOLAN – Age 60 |

  16. Class B Director since April 17, 2020

    Class B Director since April 17, 2020 Committee Membership: None Other Public Company Directorships: AMC Global Media (NASDAQ: AMCX), The Wendy’s Company (NASDAQ: WEN)

  17. Career Highlights

    Career Highlights Ms. Dolan has served as the Chief Executive Officer of AMC Global Media since February 2023 and as a member of AMC Global Media’s board of directors since March 2026, where she was previously a director from 2011 until March 2023. Prior to that, she founded 605, LLC, an audience measurement and data analytics company in the media and entertainment industries, served as its Chief Executive Officer from its inception in 2016 until February 2023 and served as its Non-Executive Chairman until its sale to iSpot.tv in September 2023. Ms. Dolan previously served as the Chief Operating Officer of Cablevision from 2014 to 2016. Prior to becoming Chief Operating Officer, Ms. Dolan served in various other roles at Cablevision, including: President of Optimum Services from 2013 to 2014; Senior Executive Vice President of Product Management and Marketing from 2011 to 2013; and Senior Vice President from 2003 to 2011. Ms. Dolan has served as a director of The Wendy’s Company since 2017, and previously served as a director of Revlon, Inc. (“Revlon”) from 2017 until May 2023, MSGS from 2015 to 2021, MSGN from 2010 to 2015 and from 2018 to 2021, and Cablevision from 2010 to 2016. Kristin A. Dolan is the spouse of James L. Dolan, the step-mother of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan, the sister-in-law of Marianne Dolan Weber, Thomas C. Dolan and Brian G. Sweeney and the cousin by marriage of Paul J. Dolan.

  18. Key Skills & Experience

    Key Skills & Experience In light of her experience as Chief Executive Officer and director of AMC Global Media and as founder and former Chief Executive Officer of 605, LLC and in various positions at Cablevision, her service as a director of other public companies, as well as the knowledge and experience she has gained about the Company’s business and the contributions she has made during her tenure as a director of the Company, MSGS, MSGN, AMC Global Media and Cablevision, our Board has concluded that Kristin A. Dolan should serve as a director of the Company.

  19. Key Skills & Experience

    | MARIANNE DOLAN WEBER – Age 68 |

  20. Class B Director since April 17, 2020

    Class B Director since April 17, 2020 Committee Membership: None Other Public Company Directorships: Madison Square Garden Entertainment Corp. (NYSE: MSGE), Madison Square Garden Sports Corp. (NYSE: MSGS) Ms. Dolan Weber has been President of Heartfelt Wings Foundation Inc. since 2015 and a Member of the Board of Green Mountain Foundation Inc. since 2015. Ms. Dolan Weber currently serves as a manager of MLC Ventures LLC and served as Chairman of both the Dolan Family Foundation and the Dolan Children’s Foundation from 1999 to 2011 and Vice Chairman and Director of the Dolan Family Office, LLC from 1997 to 2011. Ms. Dolan Weber has served as a director of MSGE since April 2023 and MSGS since 2016. She previously served as a director of AMC Global Media from 2011 to June 2021 and June 2022 to July 2024, Cablevision from 2005 to 2016 and MSGN from 2010 to 2014. Marianne Dolan Weber is the sister of James L. Dolan and Thomas C. Dolan, the sister-in-law of Brian G. Sweeney and Kristin A. Dolan, the cousin of Paul J. Dolan and the aunt of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan. In light of her experience as a member of Cablevision’s founding family and as former Chairman of the Dolan Family Foundation and her experience as the former Vice Chairman of the Dolan Family Office, LLC, as well as the knowledge and experience she has gained about the Company’s business and contributions she has made during her tenure as a director of the Company, MSGE, MSGS, MSGN, AMC Global Media and Cablevision, our Board has concluded that Marianne Dolan Weber should serve as a director of the Company.

  21. Class B Director since April 17, 2020

    | PAUL J. DOLAN – Age 67 |

  22. Class B Director since April 17, 2020

    Class B Director since April 17, 2020 Committee Membership: None Other Public Company Directorships: Madison Square Garden Entertainment Corp. (NYSE: MSGE), Madison Square Garden Sports Corp. (NYSE: MSGS)

  23. Career Highlights

    Career Highlights Mr. Dolan has been the Chairman and Chief Executive Officer of the Cleveland Guardians Major League Baseball (“MLB”) team since 2010. Mr. Dolan was President of the Cleveland Guardians from 2004 to 2010 and Vice President and General Counsel from 2000 to 2004. Mr. Dolan has served on multiple committees of the MLB and is currently serving on the MLB’s Ownership Committee and Diversity and Inclusion Committee as well as serving on the Executive Council. Mr. Dolan was a director and member of the Executive Compensation Committee of the J.M. Smucker Company from 2006 to 2023 and served as the Chair of the Executive Compensation Committee from 2017 until August 2022. Additionally, Mr. Dolan has served as a director of MSGE since April 2023, MSGS since December 2019 and Dix & Eaton, a privately-owned communications and public relations firm, since 2014. Mr. Dolan previously served as a director of MSGN from 2015 to 2021 and Cablevision from 2015 to 2016. Mr. Dolan was Chairman and Chief Executive Officer of Fast Ball Sports Productions, a sports media company, from 2006 through 2012. Paul J. Dolan is the cousin of James L. Dolan, Thomas C. Dolan, Marianne Dolan Weber, Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan and the cousin by marriage of Brian G. Sweeney and Kristin A. Dolan.

  24. Key Skills & Experience

    Key Skills & Experience In light of his extensive business and management experience in the sports and media industries, his experience as a member of Cablevision’s founding family, the experience he has gained during his tenure as a director of the Company, MSGE, MSGS, MSGN and of Cablevision, and his service on the boards of other public and private companies, our Board has concluded that Paul J. Dolan should serve as a director of the Company.

  25. Key Skills & Experience

    | QUENTIN F. DOLAN – Age 32 |

  26. Class B Director since April 17, 2020

    Class B Director since April 17, 2020 Other Public Company Directorships: Madison Square Garden Entertainment Corp. (NYSE: MSGE), Madison Square Garden Sports Corp. (NYSE: MSGS) Mr. Dolan has been Special Advisor to the Executive Chairman of the Company since February 2026, Special Advisor to the Executive Chairman of MSGE since February 2026 and Senior Vice President, Player Performance & Science Leader of MSGS since July 2024. He previously served in various roles at MSGS, including serving as Vice President, Strategic Advisor to the Executive Chairman from January 2024 to June 2024, as Strategic Advisor to the Executive Chairman from July 2023 to December 2023 and as Investment Director from 2022 to July 2023. Mr. Dolan has served as a director of MSGS since 2021 and as a director of MSGE since April 2023. Mr. Dolan is a graduate of New York University. Mr. Dolan previously served as a director of MSGN from 2015 to June 2020 and has held internship positions at Grubman Shire & Meiselas, P.C. and Azoff MSG Entertainment, LLC. Quentin F. Dolan is the son of James L. Dolan, the step-son of Kristin A. Dolan, the brother of Charles P. Dolan and Ryan T. Dolan, the nephew of Marianne Dolan Weber, Thomas C. Dolan and Brian G. Sweeney, and the cousin of Paul J. Dolan. In light of his familiarity with the Company’s business as a member of the third generation of Cablevision’s founding family, as well as the knowledge and experience he has gained and the contributions he has made during his tenure as a director of the Company, MSGE, MSGS and MSGN, our Board has concluded that Quentin F. Dolan should serve as a director of the Company.

  27. Class B Director since April 17, 2020

    | RYAN T. DOLAN – Age 36 |

  28. Class B Director since April 17, 2020

    Class B Director since April 17, 2020 Committee Membership: None Other Public Company Directorships: Madison Square Garden Entertainment Corp. (NYSE: MSGE), Madison Square Garden Sports Corp. (NYSE: MSGS)

  29. Class A Director since June 4, 2025

    Class A Director since June 4, 2025 Committee Membership: Audit Other Public Company Directorships: AMC Global Media Inc. (NASDAQ: AMCX), Bed Bath & Beyond, Inc. (NYSE: BBBY), Sally Beauty Holdings, Inc. (NYSE: SBH) Ms. Perelman has been a Managing Partner at InviNext Growth Partners, a fund dedicated to investing in consumer growth companies, since March 2025, as well as advisor to several consumer businesses. Ms. Perelman served as President and Chief Executive Officer of Revlon from May 2018 to August 2023 and Chief Operating Officer from January 2018 to May 2018 (Revlon filed for bankruptcy in June 2022 and emerged in May 2023). Prior to joining Revlon, Ms. Perelman served as Executive Vice President, Strategy and New Business Development from January 2012 until January 2018 at MacAndrews & Forbes Incorporated, a diversified holding company, where she focused on new technology investment opportunities, strategy and portfolio management. Ms. Perelman has served as a member of the board of directors of AMC Global Media since June 2023, Bed Bath & Beyond, Inc. since March 2025, and Sally Beauty Holdings, Inc. since January 2025. She has served as a director of Stripes Beauty, an L Catterton backed company, since May 2024. Ms. Perelman is a co-founder and board member of the Child Mind Institute, an independent, national nonprofit dedicated to transforming the lives of children and families struggling with mental health and learning disorders. In light of Ms. Perelman’s experience as the chief executive officer of a public company, the knowledge and experience she has gained in various positions, including brand marketing and corporate finance at Revlon and MacAndrews & Forbes, as well as her service as a director of other public companies, our Board has concluded that Ms. Perelman should serve as a director of the Company.

  30. Class A Director since June 4, 2025

    | BRIAN G. SWEENEY – Age 61 |

  31. Class B Director since April 17, 2020

    Class B Director since April 17, 2020 Committee Membership: None Other Public Company Directorships: AMC Global Media Inc. (NASDAQ: AMCX), Madison Square Garden Entertainment Corp. (NYSE: MSGE), Madison Square Garden Sports Corp. (NYSE: MSGS)

  32. Career Highlights

    Career Highlights Mr. Sweeney served as the President of Cablevision from 2014 and President and Chief Financial Officer of Cablevision from 2015 to 2016. Previously, Mr. Sweeney served in various other roles at Cablevision, including: Senior Executive Vice President, Strategy and Chief of Staff from 2013 to 2014; Senior Vice President — Strategic Software Solutions from 2012 to 2013; and Senior Vice President — eMedia from January 2000 to 2012. Mr. Sweeney has served as a director of MSGE since April 2023, MSGS since 2015 and AMC Global Media since 2011 and previously served as a director of MSGN from 2010 to 2021 and Cablevision from 2005 to 2016. Brian G. Sweeney is the brother-in-law of James L. Dolan, Marianne Dolan Weber, Thomas C. Dolan and Kristin A. Dolan, the cousin by marriage of Paul J. Dolan and the uncle of Charles P. Dolan, Quentin F. Dolan and Ryan T. Dolan.

  33. Key Skills & Experience

    Key Skills & Experience In light of his experience in various positions with Cablevision, as well as the knowledge and experience he has gained about the Company’s business and contributions he has made during his tenure as a director of the Company, MSGE, MSGS, MSGN, AMC Global Media, and Cablevision, our Board has concluded that Brian G. Sweeney should serve as a director of the Company.

  34. Key Skills & Experience

    | JOHN L. SYKES – Age 70 |

  35. Class A Director since April 17, 2020

    Class A Director since April 17, 2020 Committee Membership: Compensation (Chair) Other Public Company Directorships: None Mr. Sykes has been the President of Entertainment Enterprises for iHeartMedia, Inc., a global media and entertainment company, since 2012. In his role at iHeartMedia, Mr. Sykes is responsible for developing new business partnerships and platforms across a range of media, including broadcast television, digital video platforms and live events, as well as creating value for iHeartMedia’s advertisers and key partners. Mr. Sykes is the co-executive producer of iHeartRadio branded annual live events, which include multiple iHeartRadio live events that are broadcast on network television annually. He also worked with iHeartMedia in a consulting role during 2011. Prior to joining iHeartMedia, Mr. Sykes was affiliated with the Pilot Group, a private equity and venture firm, from 2008 to 2011. He was a core member of the team at Viacom, Inc. that launched MTV Networks in 1981. During his more than 20-year tenure at Viacom, Mr. Sykes served as President of New Network Development for MTV from 2005 to 2008, Chairman and CEO of Infinity Broadcasting Corporation (now CBS Radio) from 2002 to 2005 and President of the VH1 Cable Television Network from 1994 to 2002. Mr. Sykes is the founder and has served as a director since 1997 of VH1 Save the Music, and has also served on the boards of Critical Content since 2016, the Robin Hood Foundation since 1996, the Rock and Roll Hall of Fame since 1997, If Only since 2013, and Syracuse University’s Newhouse School of Communications since 1994, and previously served on the board of MSGN from 2015 until the Networks Merger in July 2021, and Shazam Mobile from 2011 to 2014. In light of his approximately 40 years of business and management experience, as well as the knowledge and experience he gained and contributions he made during his tenure as a director of MSGN, his extensive experience in the media, television and entertainment industries and his service on the boards of other companies and charitable institutions, our Board has concluded that John L. Sykes should serve as a director of the Company.

  36. Class A Director since April 17, 2020

    | VINCENT TESE – Age 83 |

  37. Stockholder Engagement & Responsiveness

    Stockholder Engagement & Responsiveness During 2025, management of the Company engaged with holders of nearly 60% of our Class A Common Stock to discuss our Board, governance and/or executive compensation practices, with the specific goal of seeking stockholder feedback. Over the years, the Compensation Committee has incorporated various aspects of stockholder feedback into our disclosure practices, and we continue to make enhancements that we believe further align our compensation disclosures and practices with our long-term strategy and interests of our stockholders. In 2025, following the 2024 Transition Period, the Company sought to further align long-term incentives with both financial performance and stockholder value creation. As a result, the Company’s Compensation Committee approved changes to the long-term incentive program to return to the Company’s historical practice of granting a mix of restricted stock units and performance stock units, now with performance vesting tied to Sphere reportable segment AOI. We believe this directly aligns the NEOs with stockholders’ interests to increase stockholder value and provides the NEOs with a continuing stake in the long-term success of the Company. In seeking to continue our efforts to align our compensation practices with long-term stockholder interests, the Compensation Committee seeks out and values opportunities to receive stockholder feedback. We look forward to continuing to receive such feedback to inform the regular, ongoing review of our compensation program.

  38. Executive Compensation Program Objectives and Philosophy

    | Principle | Implementation | | A significant portion of compensation opportunities should be at risk. | •The majority of executive compensation is at risk and based on stockholder returns as well as the Company’s financial and strategic performance. | | Long-term performance incentives should generally outweigh short-term performance incentives. | •Incentive compensation focuses more heavily on long-term rather than short-term accomplishments and results. | | Executive officers should be aligned with our stockholders through equity-based compensation. | •Equity-based compensation comprises a substantial portion of executive compensation, ensuring alignment with stockholder interests with a focus on restricted stock units and performance stock units. Alignment with stockholder interests is further enhanced with the grant of non-qualified performance vesting options to Mr. Dolan in July 2024 and January 2025 (in lieu of restricted stock units and performance stock units) and the off-cycle grant in fiscal year 2024 of premium priced performance options to Mr. Dolan, Ms. Koester and a select team of personnel who are key contributors to the success of Sphere (the “FY24 premium priced performance options”). | | The compensation structure should enable the Company to attract, retain, motivate and reward the best talent in a competitive industry. | •The overall executive compensation program is competitive, equitable and thoughtfully structured so as to attract, retain, motivate and reward talent. •The Compensation Committee focuses on total direct compensation, as well as individual compensation elements when providing competitive compensation opportunities. |

  39. Elements of 2025 Compensation & Performance Objectives

    Elements of 2025 Compensation & Performance Objectives The Company compensates its NEOs through base salary, annual incentive awards, long-term incentive awards, perquisites and benefit programs. Our annual incentive program provides performance-based incentives for our NEOs tied to key measures that drive long-term stockholder value and reward sustained achievement of the Company’s key financial goals. The Company considers reportable segment AOI to be a key financial measure of its financial operating performance. As such, our Compensation Committee has incorporated reportable segment AOI into our standard annual incentive performance awards and into our long-term incentive performance awards. During 2025, the Compensation Committee, in consultation with its independent compensation consultant, determined to make certain changes to the Company’s annual incentive plan that: (i) focuses the financial objectives solely on reportable segment AOI in order to further the Company’s focus on profitable growth, and (ii) establishes initial funding levels of the bonus pools based solely on financial performance against pre-determined reportable segment targets, which initial funding level can then be modified based on each business unit’s performance against pre-determined financial, strategic and operational goals in line with the Company’s evolving priorities. Following the 2024 Transition Period, the Company sought to further align long-term incentives with both financial performance and stockholder value creation. As a result, for 2025, the Company’s long-term incentive program consists of a mix of restricted stock units and performance stock units, with performance vesting tied to Sphere reportable segment AOI. Since the Company’s long-term goals were still being assessed at the time the 2025 long-term incentive awards were approved by the Compensation Committee in March 2025, the Compensation Committee approved the grant of performance stock units to our NEOs other than Mr. Dolan (who does not participate in the Company’s standard annual long-term incentive program, as discussed in more detail below) with a view to setting the performance targets at a later date. Ultimately, the Compensation Committee, in consultation with its independent compensation consultant, and based on management’s recommendation, determined to set the performance targets based on the three-year cumulative Sphere reportable segment AOI. The performance targets were set when the Company was in a better position to set long-term goals that achieved the desired objectives of the plan (i.e., implemented ambitious target goals with achievable threshold goals). The performance targets relate to the Company’s key financial priorities, based on the Company’s forecast / budget for each of those years (subject to certain pre-approved adjustments). The value of the restricted stock units and performance stock units remains tied to the performance of the market value of Class A Common Stock, which we believe directly aligns the NEOs with stockholders’ interests to increase stockholder value and provides the NEOs with a continuing stake in the long-term success of the Company. In lieu of participating in the standard annual long-term incentive program described above, in accordance with his employment agreement, Mr. Dolan, the Company’s Executive Chairman and Chief Executive Officer, was granted long-term incentive awards in the form of non-qualified performance vesting options to purchase shares of Class A Common Stock (the majority of which were granted during the 2024 Transition Period) that vest based on the achievement of rigorous stock price hurdles. The stock price hurdles outlined below represent significant appreciation from the exercise prices (i.e., the respective closing stock price on the date of grant). Specifically, Mr. Dolan received the following:

  40. Elements of 2025 Compensation & Performance Objectives

    | Performance Vesting Option Awards to Executive Chairman & Chief Executive Officer | | | | | | | | | | First Performance Vesting Option Award | | | Second Performance Vesting Option Award | | | | | | Granted on July 1, 2024 | | | Granted on January 8, 2025 | | | | | | (During 2024 Transition Period) | | | (During Fiscal Year 2025) | | | | | Stock Price Hurdle for Options to Vest(1) | Securities Underlying Options (#) | Exercise Price(2) | Stock Price Hurdle as % of Exercise Price | Securities Underlying Options (#) | Exercise Price(2) | Stock Price Hurdle as % of Exercise Price | Total Securities Underlying Options (#) | | $75.00 | 450,000 | $34.62 | 217% | 246,175 | $41.37 | 181% | 696,175 | | $100.00 | 450,000 | $34.62 | 289% | 246,175 | $41.37 | 242% | 696,175 | | $125.00 | 450,000 | $34.62 | 361% | 246,175 | $41.37 | 302% | 696,175 | | $150.00 | 450,000 | $34.62 | 433% | 246,175 | $41.37 | 363% | 696,175 | | Total | 1,800,000 | -- | -- | 984,700 | -- | -- | 2,784,700 |

  41. Elements of 2025 Compensation & Performance Objectives

    (1)The performance vesting options (or the applicable portion thereof) will vest on the later of (1) June 30, 2027, with respect to the First Performance Vesting Option Award, or January 8, 2028, with respect to the Second Performance Vesting Option Award, and (2) the date on which any of the stock price hurdles are achieved during the five-year performance period measured from the date of grant, in each case subject to Mr. Dolan’s continued employment with the Company (or any of its subsidiaries) through the applicable vesting date (subject to certain limited exceptions); measurement of the achievement of the stock price hurdles shall be based on a rolling thirty (30) consecutive trading day average of the closing price of the Class A Common Stock on the NYSE. (2)Exercise price is equal to the closing price of the Class A Common Stock on the NYSE on the respective date of grant. We believe these performance vesting options create significant alignment between our Executive Chairman and Chief Executive Officer and stockholders’ interests to increase stockholder value as awards only vest upon the achievement of the price hurdles noted above and provide him with incremental value from the award only if there is significant stock price appreciation. On vested options, Mr. Dolan will only share in the incremental value created above the respective option exercise prices outlined above. The following table summarizes the elements of our general compensation program for 2025 and how each element was linked to Company performance.

  42. Elements of 2025 Compensation & Performance Objectives

    | Component(1) | | Performance Link | Description | | Base Salary | Cash | •Fixed level of compensation determined primarily based on the role, job performance and experience •Reviewed annually to assess alignment with market practices •Intended to compensate NEOs for day-to-day services performed | | | Annual Incentive | Cash | Initial funding based on reportable segment AOI targets (which initial funding level can be modified based on business unit performance with respect to strategic, operational and financial (collectively referred to herein as “strategic”) objectives) | •Performance-based cash incentive opportunity •Designed to be initially-funded solely based on the achievement of pre-determined financial performance measure approved by the Compensation Committee: •Corporate business units: blend of Sphere reportable segment AOI (weighted at 80%); and MSG Networks reportable segment AOI (weighted at 20%). •Sphere business units: Sphere reportable segment AOI •MSG Networks business unit: MSG Networks reportable segment AOI •Performance against pre-determined specific business units’ strategic objectives can modify initial AOI-funded pools within specified range | | Long- Term Incentive | Performance Stock Units (50%)(2) | Sphere reportable segment AOI | •Financial performance targets are determined by the Compensation Committee to incentivize strong execution of our strategy and long-term financial goals •Stock-based award establishes direct alignment with our stock price performance and stockholder interests •Cliff-vest after three years to the extent that three-year cumulative Sphere reportable segment AOI targets are achieved | | | Restricted Stock Units (50%)(2) | Stock Price Performance | •Stock-based award establishes direct alignment with our stock price performance and stockholder interests •Vest ratably over three years | | | Performance Vesting Options (Executive Chairman and CEO) | Stock Price Performance | •Stock-based award establishes direct alignment with our stock price performance and stockholder interests •No vesting if rigorous stock price goals are not met during five-year performance period |

  43. 2025 Annual Compensation Opportunities Mix

    ______________ (1)Reflects the allocation of base salary, annual target bonus opportunity, as well as long-term incentive awards outlined in Mr. Dolan’s employment agreement, as described in more detail below under “Executive Compensation Tables — Employment Agreements — James L. Dolan.” The long-term incentive awards include Mr. Dolan’s two performance vesting option awards he received in July 2024 (First Performance Vesting Option Award) and January 2025 (Second Performance Vesting Option Award), provided in lieu of annual grants over the three-year employment agreement term, as well as the FY24 premium priced performance options. The amount includes the annualized intended target value of the First Performance Vesting Option Award and the Second Performance Vesting Option Award (annualized over the three-year employment agreement term), and the annualized grant date fair value of the FY24 premium priced performance options (annualized over the three-year vesting period). (2)Reflects the allocation of base salary, annual target bonus opportunity, and long-term incentive award target value (for NEOs other than Mr. Dolan), as set forth in each current NEO’s employment agreement for 2025 (other than as noted below). For Ms. Koester, also reflects the annualized grant date fair value of the FY24 premium priced performance options (annualized over the three-year vesting period). For Mr. Langer, also reflects the annualized target value of his one-time, sign-on RSU award (annualized over the three-year vesting period). To reflect the go-forward pay mix, the Average NEO Pay Mix also includes Mr. Winters’ full year 2025 base salary and target bonus opportunity and full year 2026 long-term incentive target value, as per the terms of his employment agreement with the Company. Mr. Winters received a prorated bonus and was not eligible to participate in the Company’s long-term incentive program for 2025 given his start date on November 24, 2025.

  44. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has authority under its charter to engage outside consultants to assist in the performance of its duties and responsibilities. Our Compensation Committee utilizes the services of ClearBridge Compensation Group LLC (the “independent compensation consultant”), an independent compensation consultant, to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives. The independent compensation consultant collaborates with independent legal counsel to the Compensation Committee and reports directly to the Compensation Committee and, at the request of the Compensation Committee, the independent compensation consultant meets with members of management from time to time for the purpose of gathering information on management proposals and recommendations to be presented to the Compensation Committee. With respect to compensation matters for 2025, the services provided by the independent compensation consultant to the Compensation Committee included: •Attending all Compensation Committee meetings; •Providing information, research, and analysis pertaining to our executive compensation program for 2025; •Regularly updating the Compensation Committee on market trends, changing practices, and legislation pertaining to compensation; •Assisting the Compensation Committee in making pay determinations for the executive officers; •Assisting the Compensation Committee in connection with the entry into new employment agreements with each of (i) the Executive Vice President, Chief Financial Officer and Treasurer, and (ii) the Senior Vice President, Controller and Principal Accounting Officer; •Advising on the design of the executive compensation program (including changes to our short- and long-term incentive plans) and the reasonableness of individual compensation targets and awards; •Conducting a compensation risk assessment; •Preparing tally sheets for the Compensation Committee’s review, setting forth all components of compensation payable, and the benefits accruing, to the current NEOs for 2025, including all cash compensation, benefits, perquisites and the current value of outstanding equity-based awards; •Providing advice and recommendations that incorporate both market data and Company-specific factors; and •Assisting the Compensation Committee in connection with its periodic review of non-employee director compensation. The Compensation Committee charter requires the Compensation Committee to consider the NYSE independence factors before receiving advice from an advisor, despite the fact that such independence rules are not applicable to controlled companies. For 2025, the Compensation Committee concluded that the independent compensation consultant satisfies the independence requirements of the NYSE rules. In addition, the Compensation Committee believes that the independent compensation consultant’s work did not raise any conflicts of interest during 2025. In reaching this conclusion, the Compensation Committee considered the same rules regarding advisor independence.

  45. Performance Objectives

    Performance Objectives As described below under “— Elements of Our Compensation Program,” performance-based incentive compensation is an important element of the Company’s executive compensation program. The Company considers reportable segment AOI to be a key financial measure of its financial operating performance. As such, our Compensation Committee has incorporated reportable segment AOI into our standard annual incentive performance awards and Sphere reportable segment AOI into our long-term incentive performance awards. The Company defines “AOI,” which is a non-U.S. GAAP financial measure, as operating income (loss) before (i) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets, (ii) amortization for capitalized cloud computing arrangement costs, (iii) share-based compensation expense, (iv) restructuring charges or credits, (v) merger, debt work-out, and acquisition-related costs, including merger-related litigation expenses, net of insurance recoveries, (vi) gains or losses on sales or dispositions of businesses and associated settlements, (vii) the impact of purchase accounting adjustments related to business acquisitions, and (viii) gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan. The performance measures used for purposes of annual incentives or long-term awards may contemplate certain potential future adjustments and exclusions.

  46. Determining Compensation Levels; Benchmarking

    Determining Compensation Levels; Benchmarking As part of the Compensation Committee’s review of total compensation for 2025, the independent compensation consultant assisted the Compensation Committee in: (1) determining if a peer group should be used for comparative purposes, (2) assessing executive compensation in light of internal and external considerations and (3) reviewing the Company’s equity and cash-based executive incentive programs, taking into account evolving market trends. The Compensation Committee, in consultation with the independent compensation consultant, considered broad market data (both industry-related and general industry data) and multiple broad-based compensation surveys in order to appropriately assess compensation levels. For 2025, the Compensation Committee, in consultation with the independent compensation consultant, determined not to utilize a peer group or specific target positioning in determining compensation given the limited number of comparable publicly-traded companies. In addition to the market data listed above, the Compensation Committee considered internal information (job responsibility, performance, attraction and retention of talent, and contractual commitments) to determine compensation.

  47. Determining Compensation Levels; Benchmarking

    | ELEMENTS OF OUR COMPENSATION PROGRAM |

  48. Determining Compensation Levels; Benchmarking

    Our executive compensation philosophy is reflected in the principal elements of our executive compensation program, each of which is important to the Company’s goal of attracting, retaining, motivating and rewarding highly-qualified executive officers. The compensation program included the following key elements for 2025: base salary, annual cash incentives, long-term incentives, retirement, health and welfare and other benefits, which are generally provided to all other eligible employees, and additional executive officer benefits, including post-termination compensation under certain circumstances and certain perquisites, each as described below. A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy. The Compensation Committee reviews multiple factors, such as job responsibility, performance, contractual commitments, and other information provided by the independent compensation consultant to determine the appropriate level and mix of compensation for executive officers. The allocation between cash and equity compensation and between short-term and long-term compensation is designed to provide a variety of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives. Mr. Dolan was employed by MSGS and MSGE as each company’s Executive Chairman and Chief Executive Officer, Mr. Granville-Smith was employed by MSGS and AMC Global Media as Executive Vice President, and Ms. Franco was employed by MSGE as Executive Vice President and General Counsel during 2025. While the Compensation Committee is aware that each of Messrs. Dolan and Granville-Smith also receives, and Ms. Franco also received, compensation for services rendered to such other companies, its own compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company. The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company, except as otherwise noted. For more information regarding the compensation of Mr. Dolan by MSGS and MSGE, see MSGS’s and MSGE’s 2025 Definitive Proxy Statements, respectively. For more information regarding the compensation of Mr. Granville-Smith by MSGS, see MSGS’s 2025 Definitive Proxy Statement. For more information regarding the compensation of Ms. Franco by MSGE, see MSGE’s 2025 Definitive Proxy Statement.

  49. 2025 Annual Cash Incentives

    2025 Annual Cash Incentives Overview Annual cash incentives earned for performance in 2025 were determined based on performance against goals established by the Compensation Committee under the Management Performance Incentive Plan (“MPIP”). MPIP is an annual incentive plan under which eligible members of management, including the NEOs, were provided an opportunity to earn an annual cash award. The initial funding level of the bonus pools was based on financial performance versus pre-determined AOI targets for the Sphere reportable segment (for Sphere business units and applicable to Ms. Koester) and the MSG Networks reportable segment (for the MSG Networks business unit and applicable to Ms. Greenberg), and based on a blend of the Sphere and MSG Networks reportable segment results (for Corporate business units and applicable to the other NEOs). The initial funding level could then be modified for each business unit based on performance versus pre-determined and measurable key strategic objectives, resulting in a payout falling within the range of 0% to 200% of target. In 2025 we had 11 business units, consisting of MSG Networks (which would have been applicable to Ms. Greenberg), Sphere business units (Sphere Studios, Venue Operations, Sponsorship & Exosphere Sales, Sales & Service, Strategic Operations & Alliances, Business Operations & Insights, Development & Construction, Ventures & Technology) and Corporate business units (Finance (applicable to Messrs. Langer and Winters and would have been applicable to Mr. Brunner but for his resignation from the Company) and Legal (applicable to Ms. Franco)), with a varied range of strategic goals for each business unit determined by the Compensation Committee. Ms. Koester’s strategic business unit modifier was based on the overall performance of the Sphere business units and Messrs. Dolan and Granville-Smith’s business unit modifier was based on the overall performance of all Company business units. The MPIP was designed to link executive compensation directly to the Company’s financial performance and performance on key strategic initiatives by providing incentives and rewards based upon business unit performance during the applicable fiscal year. As discussed in “Performance Targets & Achievement Levels” below, the financial results for the Corporate business units (including Messrs. Dolan, Granville-Smith, Langer and Winters and Ms. Franco) were based 80% on Sphere reportable segment financial results and 20% on MSG Networks reportable segment financial results. The initial bonus funding reflected MSG Networks reportable segment AOI results of 117.44% of target (no adjustment) and Sphere reportable segment AOI results of 73.63% of target. For strategic reasons, the Company implemented certain changes to its production schedule during the year that differed from the timing assumptions reflected in the Board-approved budget used to establish the 2025 AOI targets. Based on recommendations from management, the Compensation Committee, in consultation with its independent advisors, ultimately approved an adjustment to the calculated Sphere reportable segment AOI results to account for these timing differences. After giving effect to this adjustment, the Sphere reportable segment AOI results were 124.80% of target, which resulted in an initial adjusted bonus pool funding level for the Corporate business units of 123.33% of target. The Compensation Committee determined not to modify the initial adjusted financial score based on specific business unit achievements for (i) the legal business unit (applicable to Ms. Franco) and (ii) the overall company performance (applicable to Messrs. Dolan and Granville-Smith). As a result, the adjusted payout level of the annual cash incentives for Ms. Franco and Messrs. Dolan and Granville-Smith remained at 123.33% of the target level for 2025 (the financial score applicable to Corporate business units). After modification based on achievement relative to the pre-determined business unit strategic objectives for the Finance business unit, the final adjusted payout level of the annual cash incentives were determined to be 133.33% of the target level for Messrs. Langer and Winters (and would have been applicable to Mr. Brunner but for his resignation from the Company). Mr. Brunner did not receive an MPIP payment (or other payment in lieu of an MPIP payment) for 2025 in connection with his resignation from the Company. The financial results for the Sphere business units (including Ms. Koester) were based 100% on Sphere reportable segment financial results, which led to an initial adjusted bonus pool funding level for the Sphere business units of 124.80% of target. After modification based on achievement relative to the pre-determined business unit strategic objectives for the Sphere business units, the final adjusted payout level of the annual cash incentive was determined to be 130.00% of the target level for Ms. Koester. The financial results for the MSG Networks business unit (which would have been applicable to Ms. Greenberg but for her separation from the Company) were based 100% on MSG Networks reportable segment financial results, which led to an initial bonus pool funding level for the MSG Networks business unit of 117.44% of target. The Compensation Committee determined not to adjust the MSG Networks business unit results based on strategic business unit achievements, maintaining the calculated payout level at 117.44% of the target level for 2025 for the MSG Networks business unit (which would have been applicable to Ms. Greenberg but for her separation from the Company). In connection with her separation from the Company, Ms. Greenberg received the payment of an amount equal to her 2025 target bonus in lieu of any amount payable under the Company’s MPIP with respect to 2025. Target Award Opportunities Each employee eligible for an annual incentive award was assigned a target award equal to a percentage of that employee’s base salary as of the conclusion of the applicable fiscal year (with potential payouts not to exceed 200% of target). Target annual incentive opportunities were based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each employment agreement between the Company and each of the NEOs contains (or contained, in the case of former executives) a minimum target annual incentive award level. The Compensation Committee reviews the target annual incentive award levels of the NEOs at least annually, subject to the minimum target annual incentive award level set forth in each employment agreement between the Company and each of the NEOs. See “Executive Compensation Tables — Employment Agreements” below. 2025 Annual Incentive Payouts The below table summarizes each NEO’s target incentive opportunity and actual 2025 incentive payouts, as determined by the Compensation Committee. The incentive payouts are described in more detail below.

  50. 2025 Annual Cash Incentives

    | Name | 2025 Base Salary(1) | Target Incentive (% of Base Salary) | Calculated 2025 Incentive Award as a % of Target | Adjusted 2025 Incentive Award as a % of Target | Adjusted 2025 Incentive Award | | Current NEOs | | | | | | | James L. Dolan | $230,000 | 200% | 82.39% | 123.33% | $567,318 | | Robert Langer(2) | $1,000,000 | 100% | 92.39% | 133.33% | $1,333,300 | | Jennifer Koester | $1,450,000 | 150% | 78.83% | 130.00% | $2,827,500 | | David Granville-Smith | $800,000 | 100% | 82.39% | 123.33% | $986,640 | | Christopher Winters(3) | $400,000 | 40% | 92.39% | 133.33% | $106,664 | | Former Executives | | | | | | | Andrea Greenberg(4) | $1,350,000 | 150% | — | — | — | | Laura Franco(5) | $550,000 | 100% | 82.39% | 123.33% | $565,263 | | Gregory Brunner(6) | $500,000 | 50% | — | — | $— |

  51. 2025 Annual Cash Incentives

    ______________ (1)Reflects the current NEOs’ annual base salaries as of the conclusion of 2025 and the annual base salaries of the former executives as of their respective separation dates. (2)Pursuant to the terms of his employment agreement, Mr. Langer also received a one-time special cash payment of $250,000, which was intended to cover transition-related expenses and is not included in the table above. Mr. Langer would have been required to repay a pro-rated amount of this one-time cash award (based on the number of days remaining until the first anniversary of the commencement of his employment with the Company) in the event of (i) his termination of his employment (other than for “good reason”) or (ii) an involuntary termination for “cause,” in each case within one year following the commencement of his employment with the Company. (3)Pursuant to the terms of his employment agreement, for 2025, Mr. Winters received an annual incentive award covering the 6-month period of July 1, 2025 through December 31, 2025. Such pro-ration is reflected in the table above. (4)In connection with her separation from the Company, Ms. Greenberg received the payment of $2,025,000, an amount equal to her 2025 target bonus in lieu of any amount payable under the Company’s MPIP with respect to 2025, which was paid in March 2026 at the same time as other incentive award payments were made. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Ms. Greenberg upon her separation from the Company. (5)With respect to Ms. Franco, this table reflects the pro-rated annual incentive award earned during 2025 for the period from January 1, 2025 through October 31, 2025. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Ms. Franco upon her separation from the Company. (6)Mr. Brunner did not receive an MPIP payment for 2025 as a result of his resignation from the Company. Performance Targets & Achievement Levels Financial Component: Sphere business units (applicable to Ms. Koester and 80% of Corporate business units initial funding): For 2025, the MPIP financial performance objective for the Sphere business units consisted of an AOI target for the Sphere reportable segment based on the Board-approved budget, with the initial MPIP funding pool under this component ranging from 0% to 200% of target. The initial MPIP funding pool was determined after assessing the financial performance against the pre-determined AOI target. Based on the performance against the pre-determined AOI target, the calculated result of the financial component of the MPIP for the Sphere business units, giving effect to the payout provisions of the MPIP, was 73.63% of target. The MPIP provides the Compensation Committee with flexibility to make equitable adjustments to the structure and payouts that it deems appropriate to reflect the best interests of the business, including based on recommendations from management. Upon review of the calculated result of the financial component of the MPIP for business units tied to the Sphere reportable segment results, the Compensation Committee, considering recommendations from management and in consultation with the independent compensation consultant, determined the calculated results should be adjusted to account for certain changes in the Company’s production schedule that were made for strategic reasons during the year. After reflecting such adjustments, the adjusted result of the financial component of the MPIP for the Sphere business units was determined to be 124.80% of target. MSG Networks business unit (would have been applicable to Ms. Greenberg but for her separation from the Company and 20% of Corporate business units initial funding): For 2025, the MPIP financial performance objective for the MSG Networks business unit consisted of an AOI target for the MSG Networks reportable segment based on the budget approved by the board of directors of MSGN, with the initial MPIP funding pool under this component ranging from 0% to 200% of target. The initial MPIP funding pool was determined after assessing the financial performance against the pre-determined AOI target. Based on the performance against the pre-determined AOI target, the calculated result of the financial component of the MPIP for the MSG Networks business unit, giving effect to the payout provisions of the MPIP, was 117.44% of target. The MPIP provides the Compensation Committee with flexibility to make equitable adjustments to the structure and payouts that it deems appropriate to reflect the best interests of the business, including based on recommendations from management. No such adjustments were made for the 2025 MPIP for the MSG Networks business unit. Corporate business units (applicable to Messrs. Dolan, Granville-Smith, Langer and Winters and Ms. Franco and would have been applicable to Mr. Brunner but for his resignation from the Company): For 2025, the MPIP financial performance objective for the Corporate business units was based on a blend of the Sphere reportable segment and MSG Networks reportable segment AOI targets (weighted at 80% and 20%, respectively), further described below. The initial MPIP funding pool under this component ranged from 0% to 200% of target. The initial MPIP funding pool was determined after assessing the financial performance against the pre-determined AOI targets. Based on the performance against the pre-determined AOI targets, the calculated result of the financial component of the MPIP for the Corporate business units, giving effect to the payout provisions of the MPIP, was 82.39% of target. The MPIP provides the Compensation Committee with flexibility to make equitable adjustments to the structure and payouts that it deems appropriate to reflect the best interests of the business, including based on recommendations from management. As a result of the adjustments to the Sphere reportable segment financial component described above relating to strategic changes in the Company’s production schedule during the year, the adjusted result of the financial component of the MPIP for Corporate business units was determined to be 123.33% of target (based on 80% / 20% Sphere reportable segment / MSG Networks reportable segment weighting). Strategic Business Unit Modifier: For 2025, the MPIP also included a strategic modifier component for each business unit that could increase or decrease the initial AOI-funded MPIP pool based on performance against relevant strategic goals, resulting in a payout that falls within a range of 0% to 200% of target. These goals, strategies and measurable metrics were set at the beginning of the year and reviewed and approved by the Compensation Committee. Goal Setting Process: In 2025, numerous specific goals that were aligned with the Company’s broad strategic initiatives were established for each business unit. Discrete strategies and measurable metrics were enumerated to measure year-end achievement of these goals. Taking into account each business unit’s performance with respect to each goal and underlying strategies and metrics, management could propose a modification to the initial AOI-funded pool for each business unit. The Compensation Committee would then assess management’s recommended modification(s) relative to the level of achievement of each business unit against its respective strategic goals and make an independent determination as to the appropriate modifier(s) (if any). 2025 Strategic Goals & Achievement: The strategic business unit modifier component for NEO payouts (to the extent applied) was calculated based on the extent to which the applicable business unit goals, strategies and measurable metrics were achieved in the fiscal year.

  52. 2025 Annual Cash Incentives

    The Compensation Committee determined not to modify the initial adjusted financial score based on specific business unit achievements for (i) the Legal business unit (applicable to Ms. Franco) and (ii) overall company performance (applicable to Messrs. Dolan and Granville-Smith). As a result, the adjusted payout level of the annual cash incentives for Ms. Franco and Messrs. Dolan and Granville-Smith remained at 123.33% of the target level for 2025 (the financial score applicable to corporate business units). Similarly, the Compensation Committee determined not to adjust the MSG Networks business unit results based on strategic business unit achievements, maintaining the calculated payout level at 117.44% of the target level for 2025 for MSG Networks (which would have been applicable to Ms. Greenberg). Finance Business Unit Strategic Achievements (applicable to Messrs. Langer and Winters): In 2025, the Finance business unit’s strategic modifier focused on numerous core strategies aimed at establishing structures and policies to drive value through: •Providing timely and actionable insights into financial performance; •Supporting the Company’s financing initiatives and international and domestic expansion efforts; and •Identifying cost savings opportunities. Finance business unit strategic goals were supported by multiple individual measurable metrics. Achievement of metrics for 2025 included, but were not limited to: •The finance business unit assisted MSG Networks in completing a restructuring of its credit facilities, which included, among other items, MSG Networks’ $804 million term loan being replaced with a new $210 million term loan facility; •In connection with the restructuring, MSG Networks also entered into amendments with certain professional sports teams that provided for, among other matters, reductions in the annual rights fees payable to such teams; •The finance business unit institutionalized a structured forecasting and reporting cadence to strengthen financial rigor and accountability; and •Identified and executed significant cost savings and advanced key refinancing initiatives. In recognition of performance versus the pre-determined business unit strategic goals, the Compensation Committee, considering recommendations from management and in consultation with the independent compensation consultant, determined to modify the payout level of the annual cash incentives for the Finance business unit to 133.33% of the target level for 2025. Sphere Business Units Strategic Achievements (applicable to Ms. Koester): In 2025, the various Sphere business units’ strategic modifier focused on numerous core strategies aimed at establishing structures and policies to drive value, including but not limited to: •Advancing the Company’s international and domestic Sphere expansion efforts; •Focusing on daily revenue optimization and elevating the Sphere customer experience; and •Continuing to develop and utilize Sphere technologies for multi-sensory storytelling to deliver unparalleled immersive experiences. The strategic goals for Sphere business units were supported by multiple individual measurable metrics. Achievement of metrics for 2025 included, but were not limited to: •The Sphere reportable segment generated revenues of $781.4 million, representing an improvement of 27% compared to the prior year; •In August 2025, the Company debuted its third Sphere Experience, The Wizard of Oz at Sphere, which has been met with both critical and commercial success, selling more than 1.5 million tickets in total and generating nearly $200 million ticket sales as of December 1, 2025; •The Company announced its next Sphere Experience is in production, From the Edge, which will take audiences inside the world of extreme sports; •During the twelve months ended December 31, 2025, the venue hosted more than 990 events, including: ◦The Sphere Experience ran 880 performances across Postcard from Earth, V-U2 An Immersive Concert Film, and The Wizard of Oz at Sphere; ◦Sphere hosted 107 concerts across a diverse array of genres, including 28 shows from the Eagles, 26 shows from the Backstreet Boys, the venue’s first pop act, and 15 shows from Kenny Chesney, the venue’s first country act; ◦Sphere hosted multiple brand events, including Delta Air Lines’ keynote presentation during the January 2025 Consumer Electronics Show; and ◦Formula 1’s Las Vegas Grand Prix in November 2025. • Sphere’s Exosphere – the venue’s exterior and the world’s largest LED screen – welcomed numerous global brands; • The Company announced new multi-year advertising and sponsorship agreements with Google, Lenovo and Zoox; • The Company introduced its advanced audio system, Sphere Immersive Sound, at Radio City Music Hall in New York in November 2025, which is now in use for all events at the venue; • The Company finalized and entered into several agreements relating to the construction, development and operation of Sphere Abu Dhabi, and continued to advance the Company’s Sphere expansion efforts; and • The Company executed organizational realignment resulting in reduced attrition rates. In recognition of performance versus the pre-determined business unit strategic goals, the Compensation Committee, considering recommendations from management and in consultation with the independent compensation consultant, determined to modify the payout level of the annual cash incentives for each of the Sphere business units, resulting modified payout of 130.00% of the target level for 2025 for Ms. Koester.

  53. Long-Term Incentives

    Long-Term Incentives Long-term incentives represent a substantial portion of our executive officers’ annual total direct compensation. For 2025, standard long-term incentives for our NEOs other than Mr. Dolan were comprised of a mix of performance stock units (50%) and restricted stock units (50%). The Compensation Committee believes this equity mix: •Establishes strong alignment between executive officers and the interests of the Company’s stockholders; •Provides meaningful incentive to drive actions that will improve the Company’s long-term stockholder value; and •Supports the Company’s objectives of attracting and retaining the best executive officer talent. The following table summarizes our 2025 standard long-term incentive awards to our NEOs other than Mr. Dolan:

  54. Long-Term Incentives

    | Element | Weighting | Summary | | Performance Stock Units | 50% | ✓Performance is measured based on three-year cumulative Sphere reportable segment AOI, which is considered an important measure of the Company’s performance ✓Stock-based award establishes direct alignment with our stock price performance and stockholder interests ✓Cliff-vest after three years to the extent that cumulative financial performance targets are achieved | | Restricted Stock Units | 50% | ✓Stock-based award establishes direct alignment with our stock price performance and stockholder interests ✓Vest ratably over three years |

  55. Long-Term Incentives

    Additional information regarding long-term incentive awards granted to NEOs during 2025 is set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below. Pursuant to Mr. Dolan’s employment agreement, effective July 1, 2024, in lieu of participating in the Company’s long-term incentive program and subject to his continued employment by the Company (or any of its subsidiaries) through the applicable vesting date (subject to certain limited exceptions), Mr. Dolan (i) was granted on July 1, 2024, non-qualified performance vesting options to purchase 1,800,000 shares of Class A Common Stock, and (ii) was granted on January 8, 2025, non-qualified performance vesting options to purchase 984,700 shares of Class A Common Stock. See “— Performance Vesting Options” below for further details. Performance Stock Units Performance stock units are intended to align executive officers’ interests with those of our stockholders, with a focus on long-term financial results. Under our executive compensation program for 2025, performance stock units were granted to executive officers and certain other members of management pursuant to the Company’s 2020 Employee Stock Plan, as amended (the “Employee Stock Plan”). 2025 Grants During 2025, the Compensation Committee approved the awards of performance stock units shown in the table below to the NEOs for the 2025-2027 period. The Compensation Committee approved the target award opportunities and number of shares for the 2025 annual long-term incentive awards, including both performance stock units and restricted stock units, in March 2025. Since the Company’s long-term goals were still being assessed, the performance conditions applicable to the performance stock units were approved at a later date. Consistent with Topic 718, the grant date for the performance stock units is the date on which the performance conditions were established, which for the 2025 performance stock units awards occurred on December 19, 2025. As a result, the grant date fair value of the performance stock units differs from the target value approved in March 2025 as a result of the Company’s higher stock price on the grant date December 19, 2025.

  56. Long-Term Incentives

    | Name | Employment Agreement Value(1) | Performance Stock Units (at target)(1) | Grant Date Fair Value(2) | | Current NEOs | | | | | James L. Dolan(3) | — | — | — | | Robert Langer | $850,000 | 20,114 | $1,875,429 | | Jennifer Koester | $2,187,500 | 51,763 | $4,826,382 | | David Granville-Smith | $850,000 | 20,114 | $1,875,429 | | Christopher Winters(4) | — | — | — | | Former Executives | | | | | Andrea Greenberg(5) | $1,262,500 | 29,875 | $2,785,545 | | Laura Franco(5) | $350,000 | 8,283 | $772,307 | | Gregory Brunner(5) | $165,000 | 3,905 | $364,102 |

  57. Long-Term Incentives

    (1)The Company determines the number of performance stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee. The Compensation Committee approved the number of performance stock units to grant in March 2025. (2)The grant date fair value listed above is calculated in accordance with Topic 718. Under Topic 718, the date of grant for performance stock units is the date the performance targets are set for such awards, which, for these awards was on December 19, 2025. The Company determines the number of performance stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee. (3)In lieu of participating in the standard annual long-term incentive program, in accordance with his employment agreement, Mr. Dolan, the Company’s Executive Chairman and Chief Executive Officer, was granted long-term incentive awards in the form of non-qualified performance vesting options to purchase shares of Class A Common Stock that vest based on the achievement of rigorous stock price hurdles. See “— Performance Vesting Options” below. (4)Mr. Winters did not receive a performance stock unit award from the Company during 2025. (5)With respect to Ms. Greenberg and Mr. Brunner, the awards reflected above were forfeited upon their departures from the Company. With respect to Ms. Franco, the awards reflected above will vest upon the Compensation Committee’s certification of satisfaction of the applicable performance criteria. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Ms. Franco upon her separation from the Company. Standard performance stock units are structured to be settled upon the later of March 15th following a three-year period and the date of certification of achievement against pre-determined three-year cumulative performance targets. Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically settle on the same timeframe as standard performance stock units granted that fiscal year. Target Setting For 2025 performance stock units granted for the three-year 2025-2027 fiscal year period, the Compensation Committee selected cumulative Sphere reportable segment AOI as the financial metric. The Compensation Committee seeks to ensure performance targets are ambitious, requiring meaningful growth over the performance period, while threshold performance targets are expected to be achievable. Performance targets were set by the Compensation Committee during 2025, and relate to the Company’s key financial priorities based on the Company’s forecast / budget for each of those years (subject to certain pre-approved adjustments). The Company’s financial targets are confidential and disclosure of those targets could provide information that could lead to competitive harm, and for this reason the performance stock unit financial performance targets are not disclosed. The Company intends to disclose the Sphere reportable segment AOI payout results as a percentage of target as well as the resulting payout for the 2025 performance stock units as a percentage of target measured based on the three-year cumulative performance.

  58. Long-Term Incentives

    | Financial Metric | Threshold Performance | Maximum Performance | | Three-year cumulative Sphere reportable segment AOI | 75% of target goal | 125% of target goal |

  59. Long-Term Incentives

    The performance stock unit payout opportunity ranges from 0 to 110% of target, based on performance and subject to continued employment and employment agreement terms (as applicable). At the threshold performance level, the award would vest at 90% of the target performance stock units, and at or above the maximum performance level, the award would vest at 110% of the target performance stock units. If the Company exceeds threshold levels but does not achieve the targeted rates, the award provides for partial payments. No performance stock units would vest if the Company fails to achieve threshold levels of performance. Converted Performance Stock Units Vested During 2025 As previously disclosed, the performance stock units granted in August 2022 (excluding certain performance stock units granted to certain employees of MSGE) and the mid-year grant of performance stock units in April 2023 to Ms. Koester (collectively, the “August 2022 Converted PSUs”), were determined to be earned at 100% of target and no longer subject to performance-based vesting requirements. The August 2022 Converted PSUs settled in shares on September 15, 2025 in accordance with their terms. Restricted Stock Units Restricted stock units serve to align executive officers’ interests with those of our stockholders and promote the retention of employees, including the NEOs. The Compensation Committee approved the awards of restricted stock units shown in the table below to the NEOs for 2025 pursuant to the Employee Stock Plan.

  60. Long-Term Incentives

    | Name | Employment Agreement Value(1) | Restricted Stock Units(2) | Grant Date Fair Value(2) | | Current NEOs | | | | | James L. Dolan(3) | — | — | — | | Robert Langer(4) | $850,000 | 20,114 | $641,435 | | Jennifer Koester | $2,187,500 | 51,763 | $1,650,722 | | David Granville-Smith | $850,000 | 20,114 | $641,435 | | Christopher Winters(5) | — | — | — | | Former Executives | | | | | Andrea Greenberg(6) | $1,262,500 | 29,875 | $952,714 | | Laura Franco(6) | $350,000 | 8,283 | $264,145 | | Gregory Brunner(6) | $165,000 | 3,905 | $124,530 |

  61. Long-Term Incentives

    _______________ (1)The Company determines the number of restricted stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee. The Compensation Committee approved the number of restricted stock units to grant in March 2025. (2)The grant date fair value listed above is calculated in accordance with Topic 718. The Company determines the number of restricted stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee. (3)In lieu of participating in the standard annual long-term incentive program, in accordance with his employment agreement, Mr. Dolan, the Company’s Executive Chairman and Chief Executive Officer, was granted long-term incentive awards in the form of non-qualified performance vesting options to purchase shares of Class A Common Stock that vest based on the achievement of rigorous stock price hurdles. See “— Performance Vesting Options” below. (4)This amount was granted in March 2025 to reflect the target long-term incentive opportunity under Mr. Langer’s employment agreement. Pursuant to the terms of his employment agreement, Mr. Langer was also provided a one-time special restricted stock unit award of 11,832 units ($377,322) in March 2025, which was intended to further align Mr. Langer with Company stockholders and which is not included in the table above. (5)Mr. Winters did not receive a restricted stock unit award from the Company during 2025. (6)With respect to Ms. Greenberg and Mr. Brunner, the awards reflected above were forfeited upon their departures from the Company. With respect to Ms. Franco, the awards reflected above vested upon her separation date. See “Executive Compensation Tables — Termination and Severance” for a description of the benefits paid to Ms. Franco upon her separation from the Company. Standard restricted stock units vest ratably over three years on March 15th of each year following the year of grant, subject to continued employment and employment agreement terms (as applicable). Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically vest on the same timeframe as restricted stock units granted that year. Performance Vesting Options In lieu of participating in the standard annual long-term incentive program described above, in accordance with his employment agreement, Mr. Dolan, the Company’s Executive Chairman and Chief Executive Officer, was granted long-term incentive awards in the form of non-qualified performance vesting options to purchase shares of Class A Common Stock that vest based on the achievement of rigorous stock price hurdles. The stock price hurdles outlined below represent significant appreciation from the exercise prices (i.e., the respective closing stock price on the date of grant). Specifically, Mr. Dolan was granted: (i) the First Performance Vesting Option Award on July 1, 2024, consisting of non-qualified performance vesting options to purchase 1,800,000 shares of our Class A Common Stock, with a grant date fair value of $17.48 million, and (ii) the Second Performance Vesting Option Award on January 8, 2025, consisting of non-qualified performance vesting options to purchase 984,700 shares of our Class A Common Stock, with a grant date fair value of $13.03 million. The performance vesting options (or the applicable portion thereof) will vest on the later of (1) June 30, 2027, with respect to the First Performance Vesting Option Award, or January 8, 2028, with respect to the Second Performance Vesting Option Award, and (2) the date on which any of the share price hurdles are achieved during the five-year performance period measured from the date of grant, in each case subject to Mr. Dolan’s continued employment with the Company (or any of its subsidiaries) through the applicable vesting date (subject to certain limited exceptions). The share price hurdles are as follows: $75 per share, $100 per share, $125 per share and $150 per share, with 25% of each option award subject to each respective performance price hurdle. Measurement of the achievement of the hurdles shall be based on a rolling thirty (30) consecutive trading day average of the closing price of the Class A Common Stock on the NYSE. The $75 share price hurdle was achieved by Mr. Dolan as of December 31, 2025. The exercise price of the performance vesting options granted to Mr. Dolan on July 1, 2024 is $34.62 per share and the exercise price of the performance vesting options granted to Mr. Dolan on January 8, 2025 is $41.37 per share. The closing market price of our Class A Common Stock on the NYSE as of July 1, 2024 and January 8, 2025 was $34.62 and $41.37, respectively.

  62. Compensation Committee Policies Related to Certain Compensation Matters

    Compensation Committee Policies Related to Certain Compensation Matters The Compensation Committee’s charter sets forth certain provisions relating to the consideration and granting of annual equity-based awards and other compensation. The Compensation Committee is required to establish a schedule for the consideration and granting of annual equity-based and other compensation, and the meeting to approve any annual equity-based awards and incentive compensation awards shall promptly follow the announcement of the Company’s year-end earnings (except as the Compensation Committee may otherwise agree). The Compensation Committee also has the authority in its discretion to approve equity-based awards at other times during the year for other reasons, including to provide compensation to new employees. Generally, the Compensation Committee does not take material non-public information into account when determining the timing of the grant of equity awards, including options. However, the Company’s employment agreement with Mr. Dolan provided the Compensation Committee the discretion to delay the grant of the 2025 non-qualified performance vesting option grant while there was material non-public information. When the Compensation Committee has had the discretion to delay the grant of an equity award because of material non-public information, the Compensation Committee has considered (i) the nature of material non-public information, (ii) the length of time until the material non-public information will be disclosed, and (iii) the lack of certainty surrounding the material non-public information and the potential impact the material non-public information could have on the Company’s stock price. The timing of the release of material non-public information is not based on affecting the value of executive compensation. In addition, the Compensation Committee’s charter sets forth certain procedural matters relating to the granting of stock options.

  63. Vesting and Holding Requirements

    Vesting and Holding Requirements Under our executive compensation program for 2025, restricted stock units granted to each recipient will vest ratably over three years and performance stock units granted to each recipient will cliff-vest after three years to the extent that pre-determined three-year cumulative financial performance targets are achieved, in each case, so long as the recipient is continuously employed by the Company, MSGE, MSGS, or any of their respective subsidiaries, until the applicable vesting date (and subject to any applicable terms of the award agreements and their employment agreement, which may supersede any continued employment obligations). As noted above, the performance vesting options granted pursuant to Mr. Dolan’s employment agreement are also subject to cliff-vesting after three years to the extent stock price targets are achieved, subject to Mr. Dolan’s continued employment with the Company (or any of its subsidiaries) through the applicable vesting date (subject to certain limited exceptions). With respect to our non-employee directors, and as discussed above under “— Director Compensation,” compensation includes annual awards of restricted stock units. Pursuant to the award agreements, directors’ restricted stock units are settled in shares of Class A Common Stock (or, in the Compensation Committee’s discretion, cash) on the first business day following 90 days after the director incurs a separation from service (other than in the event of a director’s death, where the restricted stock units are settled immediately). One effect of the three-year cliff vesting and three-year ratable vesting, as the case may be (with respect to our NEOs and eligible employees), and the holding requirements (with respect to our non-employee directors), is to require each of our non-employee directors, NEOs and eligible employees to maintain significant holdings of Company securities at all times.

  64. Other

    We believe that post-termination benefits are integral to the Company’s ability to attract and retain qualified executive officers. Under certain circumstances, payments or other benefits may be provided to employees upon the termination of their employment with the Company. These may include payments or other benefits upon a termination by the Company without cause, termination by the employee for good reason, other voluntary termination by the employee, retirement, death, disability or termination following a change in control of the Company or following a going private transaction. With respect to the NEOs, the amounts and terms of such payments and other benefits (including the definition of “cause” and “good reason”) are generally governed by each NEO’s employment agreement and any applicable award agreements. Post-termination compensation is discussed in greater detail in “Executive Compensation Tables — Employment Agreements” and “— Termination and Severance” below. AWARDS ISSUED IN CONNECTION WITH THE MSGE DISTRIBUTION

  65. Stock Options

    Stock Options In connection with the MSGE Distribution, for every Company stock option held on April 14, 2023 (the “Distribution Record Date”), one stock option of MSGE was issued with the same vesting period pursuant to MSGE’s Employee Stock Plan. The one-for-one distribution ratio is consistent with the treatment of Company stockholders’ Class A or Class B Common Stock held on the Distribution Record Date. The existing exercise price was allocated between the existing Company stock options and the new MSGE stock options based upon the volume-weighted average prices of our Class A Common Stock and MSGE’s Class A common stock over the ten trading days immediately following the MSGE Distribution as reported by Bloomberg Business, and the underlying share count took into account the one-for-one distribution ratio. The terms of each employee’s applicable MSGE option award agreement are substantially similar to the terms of the Company’s award agreement, which governs our options. On the Distribution Record Date, our only NEO that held Company stock options was Mr. Dolan.

  66. Restricted Stock Units and Performance Stock Units

    Restricted Stock Units and Performance Stock Units In connection with the MSGE Distribution, each holder of a Company restricted stock unit received one MSGE restricted stock unit in respect of every one Company restricted stock unit held on the Distribution Record Date and continued to be entitled to a share of Company Class A Common Stock (or cash or other property) for each Company restricted stock unit in accordance with the Company award agreement. Additionally, each holder of a Company performance stock unit received one MSGE performance stock unit in respect of every one Company performance stock unit held on the Distribution Record Date and continued to be entitled to a share of Company Class A Common Stock (or cash or other property) for each Company performance stock unit in accordance with the Company award agreement. The one-for-one distribution ratio is consistent with the treatment of Company stockholders’ Class A or Class B Common Stock held on the Distribution Record Date. As previously disclosed, during the 2024 fiscal year, the Compensation Committee deemed the Company’s outstanding performance stock units earned at 100% of target and no longer subject to performance-based vesting requirements (excluding certain performance stock units granted to certain employees of MSGE, as discussed in the subsequent paragraph). The MSGE performance stock units with a performance period ending in 2025 were amended by the MSGE compensation committee to reflect performance conditions specific to MSGE following the MSGE Distribution (excluding certain performance stock units granted to certain employees, as discussed in the subsequent paragraph). For individuals employed solely by the Company as of the MSGE Distribution, their Company and MSGE performance stock units with a performance period ending in 2025 were deemed earned at target. For individuals employed solely by MSGE as of the MSGE Distribution, the payout multiplier for their Company and MSGE performance stock units with a performance period ending in 2025 was determined based on the performance of MSGE. For individuals employed by both companies as of the MSGE Distribution, their Company performance stock units with a performance period ending in 2025 were earned at target and the payout multiplier for their MSGE performance stock units with a performance period ending in 2025 was determined based on the performance of MSGE. For more information on the payout of MSGE’s 2023 fiscal year performance stock units payout level, see MSGE’s Definitive Proxy Statements.

  67. Other Terms

    Other Terms With respect to outstanding equity awards, the Company, MSGE and MSGS are not regarded as competitive entities of each other for purposes of any non-compete provisions contained in the applicable award agreements. With respect to all outstanding Company awards (and MSGE awards issued in connection with such awards), other than the FY24 premium priced performance options and Mr. Dolan’s performance vesting options granted pursuant to his employment agreement, holders of such awards will continue to vest so long as they remain employed by the Company, MSGE, MSGS or any of their respective subsidiaries, provided that an employee who moves between the Company (or one of its subsidiaries), MSGE (or one of its subsidiaries) or MSGS (or one of its subsidiaries) at a time when the applicable entities are no longer affiliates will not continue to vest in such awards and such change will constitute a termination of employment for purposes of the award agreement. In the case of Mr. Dolan, his FY24 premium priced performance options and the performance vesting options granted to him in connection with his employment agreement vest based on his continued employment with the Company (or any of its subsidiaries). In the case of Ms. Koester, her FY24 premium priced performance options vest based on her continued employment with the Company (or any of its subsidiaries).

  68. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Current NEOs | | | | | | | | | | | James L. Dolan | 2025 | 230,000 | 188,324 | — | 13,027,275 | 378,994 | — | 459,682 | 14,284,275 | | Executive Chairman and Chief Executive Officer | TP 2024 | 115,000 | 229,034 | — | 17,477,448 | — | — | 176,234 | 17,997,716 | | | 2024 | 1,000,000 | 751,600 | 6,923,923 | 17,160,987 | 1,248,400 | — | 356,283 | 27,441,193 | | | 2023 | 1,823,077 | — | 10,973,100 | — | 3,064,000 | — | 450,028 | 16,310,205 | | Robert Langer(8) | 2025 | 967,123 | 659,400 | 2,894,187 | — | 923,900 | — | 15,526 | 5,460,136 | | Executive Vice President, Chief Financial Officer and Treasurer | | | | | | | | | | | Jennifer Koester | 2025 | 1,450,000 | 1,112,948 | 6,477,104 | — | 1,714,553 | — | 488,823 | 11,243,428 | | President and Chief Operating Officer of Sphere | TP 2024 | 725,000 | 1,087,500 | 2,433,169 | — | — | — | 204,220 | 4,449,889 | | | 2024 | 488,462 | 823,400 | 3,188,311 | 7,880,231 | 482,850 | — | 149,579 | 13,012,833 | | David Granville-Smith | 2025 | 800,000 | 327,520 | 2,516,865 | — | 659,120 | — | 44,000 | 4,347,505 | | Executive Vice President | TP 2024 | 400,000 | 398,320 | 945,491 | — | — | — | — | 1,743,811 | | | 2024 | 800,000 | 300,640 | 2,308,032 | — | 499,360 | — | 22,323 | 3,930,355 | | | 2023 | 21,538 | 925,000 | 3,903,864 | — | — | — | — | 4,850,402 | | Christopher Winters(9) | 2025 | 41,644 | 32,752 | — | — | 73,912 | — | 656 | 148,964 | | Senior Vice President, Controller and Principal Accounting Officer | | | | | | | | | | | Former Executives | | | | | | | | | | | Andrea Greenberg(10) | 2025 | 906,164 | — | 3,738,259 | — | — | 20,792 | 2,100,606 | 6,765,821 | | Former President and Chief Executive Officer, MSG Networks | TP 2024 | 675,000 | 991,238 | 1,404,309 | — | — | 10,904 | 995 | 3,082,446 | | | 2024 | 1,350,000 | — | 2,913,850 | — | 2,190,645 | 19,302 | 76,839 | 6,550,636 | | | 2023 | 1,350,000 | — | 2,308,962 | — | 2,691,225 | 12,800 | 80,615 | 6,443,602 | | Laura Franco(11) | 2025 | 458,082 | 187,633 | 1,036,452 | — | 377,630 | — | 2,223,858 | 4,283,655 | | Former Executive Vice President and General Counsel | | | | | | | | | | | Gregory Brunner(12) | 2025 | 377,397 | — | 488,633 | — | — | — | 25,685 | 891,715 | | Former Senior Vice President, Controller and Principal Accounting Officer and Former Interim PFO | TP 2024 | 225,000 | 89,622 | 183,606 | — | — | — | 1,051 | 499,279 | | | 2024 | 450,000 | 67,644 | 380,825 | — | 112,356 | — | 18,366 | 1,029,191 | | | 2023 | 25,962 | 150,000 | — | — | — | — | 92 | 176,054 |

  69. EXECUTIVE COMPENSATION TABLES

    | 2025 GRANTS OF PLAN-BASED AWARDS |

  70. EXECUTIVE COMPENSATION TABLES

    | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 |

  71. EXECUTIVE COMPENSATION TABLES

    | 2025 OPTION EXERCISES AND STOCK VESTED |

  72. EXECUTIVE COMPENSATION TABLES

    | 2025 PENSION BENEFITS |

  73. Executive Deferred Compensation Plan

    | 2025 NONQUALIFIED DEFERRED COMPENSATION |

  74. Quantification of Termination and Severance

    | CEO PAY RATIO |

  75. Quantification of Termination and Severance

    | PAY VERSUS PERFORMANCE |

  76. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay versus Performance Table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP for a particular reporting period. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance Table.

  77. Analysis of the Information Presented in the Pay versus Performance Table

    | GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NON-PUBLIC INFORMATION |

  78. Analysis of the Information Presented in the Pay versus Performance Table

    The Compensation Committee’s charter sets forth certain requirements with respect to the granting of equity awards. While annual equity-based compensation generally must be approved promptly following the announcement of the Company’s year-end earnings, the Compensation Committee has the authority in its discretion to approve equity-based awards at other times during the year for other reasons, including to provide compensation to new employees. Generally, the Compensation Committee does not take material non-public information into account when determining the timing of the grant of equity awards, including options. However, the Company’s employment agreement with Mr. Dolan provided the Compensation Committee the discretion to delay the grant of the 2025 non-qualified performance vesting option grant while there was material non-public information. When the Compensation Committee has had the discretion to delay the grant of an equity award because of material non-public information, the Compensation Committee has considered (i) the nature of material non-public information, (ii) the length of time until the material non-public information will be disclosed, and (iii) the lack of certainty surrounding the material non-public information and the potential impact the material non-public information could have on the Company’s stock price. The timing of the release of material non-public information is not based on affecting the value of executive compensation. On January 8, 2025, consistent with the terms and conditions of Mr. Dolan’s employment agreement, the Compensation Committee awarded Mr. Dolan performance vesting options to purchase 984,700 shares of our Class A Common Stock. For additional information regarding Mr. Dolan’s employment agreement, see “Executive Compensation Tables — Employment Agreements.” For additional information regarding the performance vesting options, see “Compensation Discussion & Analysis — Elements of Our Compensation Program — Performance Vesting Options.” The Company announced the appointment of Robert Langer as Executive Vice President, Chief Financial Officer and Treasurer on January 8, 2025, filing a Form 8-K following the close of the NYSE trading session (the “CFO Appointment 8-K”). The Company also announced that MSGN Holdings L.P., an indirect wholly owned subsidiary of the Company, entered into an amended and restated forbearance agreement in connection with the MSG Networks debt restructuring on January 10, 2025, filing a Form 8-K following the close of the NYSE trading session (the “Forbearance Agreement 8-K”). Accordingly, the table below sets forth certain information regarding the grant of performance vesting options to Mr. Dolan pursuant to the terms of his employment agreement, as required by Item 402(x) of Regulation S-K.

  79. Analysis of the Information Presented in the Pay versus Performance Table

    | Name | Grant Date | Number of Securities Underlying the Award (#) | Exercise Price of the Award ($/Sh.) | Grant Date Fair Value of the Award ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material non-public information and the trading day beginning immediately following the disclosure of material nonpublic information | | James L. Dolan | 1/8/2025 | 984,700 | 41.37 | 13,027,275 | 0.56%(1) | | | | | | | 0.07%(2) |

  80. Analysis of the Information Presented in the Pay versus Performance Table

    ______________ (1)Calculated using the closing price of Class A Common Stock on the NYSE on January 8, 2025 and January 10, 2025, of $41.37, and $41.60, per share, respectively, relating to the filing of the CFO Appointment 8-K. (2)Calculated using the closing price of Class A Common Stock on the NYSE on January 10, 2025 and January 13, 2025, of $41.60, and $41.63, per share, respectively, relating to the filing of the Forbearance Agreement 8-K.