Share-based Compensation

The Company has two share-based compensation plans: the 2023 Employee Stock Plan (the “Employee Stock Plan”) and the 2023 Stock Plan for Non-Employee Directors (the “Non-Employee Director Plan”). Under the Employee Stock Plan, the Company is authorized to grant incentive stock options, non-qualified stock options, restricted shares, restricted stock units (“RSUs”), performance stock units (“PSUs”), stock appreciation rights and other equity-based awards. The Company may grant awards under the Employee Stock Plan for up to an aggregate number of 11,000 shares of Class A common stock, which may be either treasury shares or authorized but unissued shares. Options and stock appreciation rights under the Employee Stock Plan must be granted with an exercise price of not less than the fair market value of a share of the Company’s Class A common stock on the date of grant and must expire no later than 10 years from the date of grant (or up to one additional year in the case of the death of a holder). The terms and conditions of awards granted under the Employee Stock Plan, including vesting and exercisability, are determined by the Compensation Committee of the Board of Directors (“Compensation Committee”) and may include terms or conditions based upon performance criteria. RSUs that were awarded by the Company to its employees will settle in shares of the Company's Class A common stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash. Under the Non-Employee Director Plan, the Company is authorized to grant non-qualified stock options, RSUs, restricted shares, stock appreciation rights and other equity-based awards. The Company may grant awards under this plan for up to an aggregate number of 750 shares of Class A common stock, which may be either treasury shares or authorized but unissued shares. Options under the Non-Employee Director Plan must be granted with an exercise price of not less than the fair market value of a share of the Company’s Class A common stock on the date of grant and must expire no later than 10 years from the date of grant (or up to one additional year in the case of the death of a holder). The terms and conditions of awards granted under the Non-Employee Director Plan, including vesting and exercisability, are determined by the Compensation Committee. Unless otherwise provided in an applicable award agreement, options granted under this plan will be fully vested and exercisable upon the date of grant. Unless otherwise provided in an applicable award agreement, RSUs granted under this plan will be fully vested upon the date of grant and will settle in shares of the Company's Class A common stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash. As of June 30, 2026, a total of 7,120 shares of the Company’s Class A common stock remained available for future issuance under the Employee Stock Plan and 372 shares of Class A common stock remained available for future issuance under the Non-Employee Director Plan, for an aggregate of 7,492 shares of Class A common stock available for issuance under the Company’s share-based compensation plans.

Share-based Compensation Expense

Share-based compensation expense is generally recognized straight-line over the vesting term of the award, which typically provides for three-year cliff or graded vesting subject to continued employment with the Company, Sphere Entertainment or MSG Sports.

The Company’s RSUs, PSUs and/or stock options held by individuals who are solely Sphere Entertainment and/or MSG Sports employees are not expensed by the Company; however, such RSUs/PSUs and/or stock options do have a dilutive effect on earnings (loss) per share available to the Company’s common stockholders.

Share-based compensation expense was recorded in the consolidated statements of operations as a component of Direct operating expenses or Selling, general and administrative expenses. The following table presents the share-based compensation expense recorded during Fiscal Years 2026, 2025 and 2024:


	Years Ended June 30,
	2026		2025		2024
Share-based compensation expense (a)	$	32,495	$	27,694	$	24,544

(a) For Fiscal Years 2026 and 2024 share-based compensation excludes (benefits) costs of $(56) and $6,788, respectively, that have been reclassified to Restructuring charges in the consolidated statements of operations, as detailed in Note 4. Restructuring Charges.

RSU and PSU Award Activity

The following table summarizes activity related to MSG Entertainment’s RSUs and PSUs held by the Company, MSG Sports, and Sphere’s employees for Fiscal Year 2026:


	Number of		Weighted-Average Grant-date Fair Value
	RSUs	PSUs
Unvested award balance as of June 30, 2025	733	1,060	$	34.75
Granted	542	426	$	41.08
Vested (a)	(468)	(416)	$	33.49
Forfeited	(49)	(99)	$	38.08
Unvested award balance as of June 30, 2026	758	971	$	38.66

(a) Upon delivery, RSUs granted by the Company were net share-settled to cover the required statutory tax withholding obligations. To fulfill the employees’ statutory minimum tax withholding obligations for the applicable income and other employment taxes, 353 of these awards, with an aggregate value of $15,809, were retained by MSG Entertainment.

The fair value of RSUs and PSUs that vested during Fiscal Years 2026, 2025 and 2024 were $46,842, $39,319 and $33,504, respectively. As of June 30, 2026, there was $34,689 of unrecognized compensation cost related to unvested RSUs and PSUs held by the Company’s direct employees. The cost is expected to be recognized over a weighted-average period of approximately 1.9 years.

Stock Options Award Activity

Compensation expense for MSG Entertainment stock options held by the Company’s employees is determined based on the grant date fair value of the award calculated using the Black-Scholes options-pricing model. Stock options generally vest over a three year service period and expire 7.5 to 10 years from the date of grant.

The following table summarizes activity related to the Company’s stock options during Fiscal Year 2026:


	Number of Time Vesting Options	Weighted-Average Exercise Price Per Share (a)		Weighted-Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value

Balance as of June 30, 2025	394	$	51.61

Exercised	(11)	$	34.61
Forfeited	(109)	$	78.32
Balance as of June 30, 2026	274	$	41.71	0.91	$	10,734
Exercisable on June 30, 2026	274	$	41.71	0.91	$	10,734

(a) The weighted-average grant-date fair value for awards granted prior to the MSGE Distribution Date reflects a conversion ratio adjustment associated with the MSGE Distribution as described above.