Exhibit 99.1

MADISON SQUARE GARDEN SPORTS CORP.

TWO PENNSYLVANIA PLAZA

NEW YORK, NY 10121

[●], 2026

Dear Stockholder:

I am pleased to report that the previously announced spin-off by Madison Square Garden Sports Corp., which we refer to as “MSG Sports,” of all of the common stock of its MSGS Spinco, Inc. subsidiary is expected to become effective on [●], 2026. MSGS Spinco, Inc., a Nevada corporation, which we refer to as “Spinco,” will become a public company on that date and will own the New York Rangers business, currently owned and operated by MSG Sports, as described in this information statement. On or prior to the Distribution, Madison Square Garden Sports Corp. will change its name to “MSG Knickerbockers Corp.” and Spinco will change its name to “MSG Rangers Corp.” Spinco’s Class A Common Stock will be listed on the New York Stock Exchange, which we refer to as “NYSE”, under the symbol “MSGR” and Madison Square Garden Sports Corp. (renamed “MSG Knickerbockers Corp.”) will change its symbol on the NYSE to “MSGK” in connection with the spin-off.

Holders of record of MSG Sports Class A Common Stock as of the close of business, New York City time, on [●], 2026, which will be the record date, will receive one share of Spinco Class A Common Stock for every two shares of MSG Sports Class A Common Stock held. Holders of record of MSG Sports Class B Common Stock as of the close of business on the record date will receive one share of Spinco Class B Common Stock for every two shares of MSG Sports Class B Common Stock held. No action is required on your part to receive your Spinco shares. You will not be required either to pay anything for the new shares or to surrender any shares of MSG Sports stock.

No fractional shares of Spinco stock will be issued. If you otherwise would be entitled to a fractional share, you will receive a check for the cash value thereof, which generally will be taxable to you. In due course you will be provided with information to enable you to compute your tax bases in both MSG Sports and Spinco stock. MSG Sports expects to obtain an opinion from Sullivan & Cromwell LLP substantially to the effect that, among other things, the distribution by MSG Sports of Spinco Class A Common Stock and Spinco Class B Common Stock to the holders of MSG Sports Class A Common Stock and MSG Sports Class B Common Stock, respectively (i.e., the distribution), will qualify as a tax-free distribution for U.S. federal income tax purposes.

The enclosed information statement describes the distribution of shares of Spinco stock and contains important information about Spinco, including financial statements. I suggest that you read it carefully. If you have any questions regarding the Distribution, please contact MSG Sports’ transfer and distribution agent, EQ Shareowner Services, at 1-800-468-9716 (U.S. toll free) or 651-450-4064 (International).

Sincerely,

James L. Dolan

Executive Chairman and Chief Executive Officer

 

 

Table of Contents

 

		Page
Summary			1
Summary Historical and Unaudited Pro Forma Combined Financial Data			13
Questions and Answers about the Distribution			15
Risk Factors			21
The Distribution			42
Business			49
Dividend Policy			57
Unaudited Pro Forma Combined Financial Information			58
Management’s Discussion and Analysis of Financial Condition and Results of Operations			65
Corporate Governance and Management			89
Executive Compensation			101
Certain Relationships and Related Party Transactions			140
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			149
Shares Eligible for Future Sale			161
Description of Capital Stock			163
Indemnification of Directors and Officers			169
Available Information			170
Index to Combined Financial Statements			F-1

 

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SUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The historical operating and balance sheet data included in the following summary financial data table have been derived from the audited combined financial statements as of June 30, 2026 and 2025 and for the three years ended June 30, 2026, 2025 and 2024 included elsewhere in this information statement. The historical financial information presented below does not necessarily reflect what our results of operations and financial position would have been if we had operated as a separate publicly-traded entity during those periods. The summary historical financial data presented below should be read in conjunction with the combined financial statements included elsewhere in this information statement and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Also set forth below are summary unaudited pro forma combined balance sheet data as of June 30, 2026 and summary unaudited pro forma combined statement of operations data for the year ended June 30, 2026. The unaudited pro forma combined balance sheet information has been prepared giving effect to the distribution as if this transaction had occurred as of June 30, 2026. The unaudited pro forma combined statement of operations has been prepared giving effect to the distribution as if this transaction had occurred on July 1, 2025. The unaudited pro forma combined financial information also reflects certain assumptions that we believe are reasonable given the information currently available. The unaudited pro forma financial information does not purport to represent what the Company’s financial position and results of operations actually would have been had the Distribution occurred on the dates indicated, or to project the Company’s financial performance for any future period. See “Unaudited Pro Forma Combined Financial Information” for more information.

 

		Pro Forma Combined				Historical
		Year Ended June 30,				Years Ended June 30,
		2026				2026				2025				2024
		(in thousands, except per share information)
Operating Data:
Revenues		$	341,473			$	337,270			$	332,017			$	401,532
Operating expenses
Direct operating expenses			262,635				262,605				256,473				268,044
Selling, general and administrative expenses			100,793				101,557				96,342				104,141
Depreciation and amortization			2,348				2,348				2,461				2,514
Restructuring charges			1,234				1,234				—				—
Operating (loss) income			(25,537	)			(30,474	)			(23,259	)			26,833
Other income (expense):
Interest income			37				37				63				86
Interest expense			(3,630	)			(3,630	)			(4,065	)			(8,268	)
Miscellaneous expense, net			(83	)			(83	)			(585	)			(187	)
			(3,676	)			(3,676	)			(4,587	)			(8,369	)
(Loss) income before income taxes			(29,213	)			(34,150	)			(27,846	)			18,464
Income tax benefit (expense)			6,123				7,772				4,810				(11,024	)
Net (loss) income		$	(23,090	)		$	(26,378	)		$	(23,036	)		$	7,440
Pro forma loss per share:
Basic		$	(1.91	)
Diluted		$	(1.91	)
Pro forma weighted-average common shares outstanding:
Basic			12,077
Diluted			12,077

 

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		Pro Forma Combined				Historical
		Year Ended June 30,				Years Ended June 30,
		2026				2026				2025				2024
		(in thousands)
Other Financial Data:
Reconciliation of Operating (loss) income to Adjusted operating (loss) income:
Operating (loss) income		$	(25,537	)		$	(30,474	)		$	(23,259	)		$	26,833
Depreciation and amortization			2,348				2,348				2,461				2,514
Share-based compensation expense			5,684				7,962				6,647				7,781
Restructuring charges			1,234				1,234				—				—
Adjusted operating (loss) income(a)		$	(16,271	)		$	(18,930	)		$	(14,151	)		$	37,128

(a)	See “Adjusted operating income (loss)” below.

 

		Pro Forma Combined				Historical
		Year Ended June 30,				Years Ended June 30,
		2026				2026				2025
		(in thousands)
Balance Sheet Data:
Current assets		$	116,533			$	68,688			$	70,810
Total assets			565,139				517,294				509,866
Debt			16,500				16,500				24,000
Current liabilities			221,985				219,355				242,077
Total liabilities			552,846				550,216				574,513
Total equity			12,293				(32,922	)			(64,647	)
Total liabilities and equity			565,139				517,294				509,866

Adjusted operating income (loss)

The Company evaluates performance based on several factors, of which the key financial measure is operating income (loss) excluding (i) depreciation, amortization and impairments of property and equipment, goodwill and other intangible assets, (ii) share-based compensation expense or benefit, (iii) restructuring charges or credits, (iv) gains or losses on sales or dispositions of businesses, and (v) the impact of purchase accounting adjustments related to business acquisitions, which is referred to as adjusted operating income (loss), a non-GAAP measure.

Management believes that the exclusion of share-based compensation expense allows investors to better track the performance of the Company’s business without regard to the settlement of an obligation that is not expected to be made in cash.

The Company believes adjusted operating income (loss) is an appropriate measure for evaluating the operating performance of the Company. Adjusted operating income (loss) and similar measures with similar titles are common performance measures used by investors and analysts to analyze the Company’s performance. The Company uses revenues and adjusted operating income (loss) measures as the most important indicators of its business performance and evaluates management’s effectiveness with specific reference to these indicators.

Adjusted operating income (loss) should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since adjusted operating income (loss) is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. The Company has presented the components that reconcile operating income (loss), the most directly comparable GAAP financial measure, to adjusted operating income (loss).

 

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QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION

The following is a brief summary of the terms of the Distribution. Please see “The Distribution” for a more detailed description of the matters described below.

 

Q:	What is the Distribution?

 

A:

The Distribution is the method by which MSG Sports will separate the business of our Company from MSG Sports’ other business, creating two separate, publicly traded companies. In the Distribution, MSG Sports will distribute to its stockholders shares of our Class A Common Stock and Class B Common Stock that it owns. Following the Distribution, we will be a separate company from MSG Sports. The number of shares of MSG Sports common stock you own will not change as a result of the Distribution.

 

Q:	What is being distributed in the Distribution?

 

A:

Approximately [●] shares of our Class A Common Stock and [●] shares of our Class B Common Stock will be distributed in the Distribution, based upon the number of shares of MSG Sports Class A Common Stock and MSG Sports Class B Common Stock outstanding on the record date. The shares of our Class A Common Stock and Class B Common Stock to be distributed by MSG Sports will constitute all of the issued and outstanding shares of our Class A Common Stock and all of the Class B Common Stock immediately after the Distribution. For more information on the shares being distributed in the Distribution, see “Description of Capital Stock — Class A Common Stock and Class B Common Stock.”

 

Q:	Which business and assets will remain with MSG Sports and which business and assets will transfer to the Company?

 

A:	Following the Distribution, the Company will include:

 

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The Rangers professional NHL franchise and its development team, the Hartford Wolf Pack of the AHL; and

 

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The professional sports team performance center — the Madison Square Garden Training Center in Greenburgh, NY.

Following the Distribution, MSG Sports will include:

 

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The Knicks of the NBA and the Westchester Knicks of the NBA G League (“NBAGL”).

 

Q:	What will I receive in the Distribution?

 

A:

Holders of MSG Sports Class A Common Stock will receive a distribution of one share of our Class A Common Stock for every two shares of MSG Sports Class A Common Stock held by them on the record date, and holders of MSG Sports Class B Common Stock will receive a distribution of one share of our Class B Common Stock for every two shares of MSG Sports Class B Common Stock held by them on the record date. As a result of the Distribution, your proportionate interest in MSG Sports will not change. For a more detailed description, see “The Distribution.”

 

Q:	What is the record date for the Distribution?

 

A:

Record ownership will be determined as of the close of business, New York City time, on [●], 2026, which we refer to as the “record date.” The person in whose name shares of MSG Sports common stock are registered as of the close of business on the record date is the person to whom shares of the Company’s common stock will be issued in the Distribution. As described below, if a record holder of MSG Sports

 

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Class A Common Stock sells those shares regular way after the record date and on or prior to the Distribution Date, the seller will be obligated to deliver to the purchaser the shares of our common stock that are issued in respect of the transferred MSG Sports Class A Common Stock.

 

Q:	When will the Distribution occur?

 

A:	Shares of our Class A Common Stock and Class B Common Stock will be distributed by the transfer and distribution agent, on behalf of MSG Sports, effective at 11:59 p.m., New York City time, on [●], 2026, which we refer to as the “Distribution Date.”

 

Q:	What will the relationship between MSG Sports and us be following the Distribution?

 

A:

Following the Distribution, we will be a separate public company. In connection with the Distribution, we and MSG Sports will enter into a Distribution Agreement and several other agreements for the purpose of accomplishing the Distribution of our common stock to MSG Sports’ common stockholders. These agreements will also govern our relationship with MSG Sports subsequent to the Distribution and provide for the allocation of employee benefit, tax and some other liabilities and obligations attributable to periods prior to, at and after the Distribution. These agreements will also include arrangements with respect to transition services under the Transition Services Agreement and a number of ongoing commercial relationships. The Distribution Agreement will provide that we and MSG Sports will provide each other with appropriate indemnities with respect to liabilities arising out of the business being transferred to us by MSG Sports. We will also be party to other arrangements with MSG Sports, MSG Entertainment, Sphere Entertainment and each entity’s subsidiaries. See “Certain Relationships and Related Party Transactions.” Following the Distribution, we and MSG Sports will both be controlled by the Dolan Family Group.

Following the Distribution, there will be an overlap between directors and officers of the Company and MSG Sports. James L. Dolan will serve as the Executive Chairman and Chief Executive Officer of the Company, MSG Sports, MSG Entertainment and Sphere Entertainment. Mr. Dolan also currently serves as Non-Executive Chairman of AMC Global Media. Mr. Lesane will also serve as the Chief Operating Officer of MSG Sports, Mr. Granville-Smith will also serve as the Executive Vice President of MSG Sports, Sphere Entertainment and AMC Global Media, Mr. DiCicco will also serve as the Executive Vice President, Chief Financial Officer and Treasurer of MSG Sports, and Mr. Warner will also serve as the Senior Vice President, Head of Legal of MSG Sports.

Furthermore, immediately following the Distribution, we expect three of the Class B Directors of the Company will also serve as Class B Directors of MSG Sports, four of the Class B Directors of the Company will also serve as Class B Directors of MSG Entertainment, five of the Class B Directors of the Company will also serve as Class B Directors of Sphere Entertainment and five of the Class B Directors of the Company will also serve as Class B Directors of AMC Global Media, including our Executive Chairman and Chief Executive Officer, who serves as Executive Chairman and Chief Executive Officer of MSG Sports.

See “Certain Relationships and Related Party Transactions — Certain Relationships and Potential Conflicts of Interest” for a discussion of the policy that will be in place for dealing with potential conflicts of interest that may arise from our ongoing relationships with MSG Sports.

 

Q:	What voting power will current MSG Sports shareholders (including the Dolan Family Group) and others hold in the Company immediately following the Distribution?

 

A:

In the Distribution, holders of MSG Sports Class A Common Stock will receive a distribution of one share of our Class A Common Stock for every two shares of MSG Sports Class A Common Stock held by them on the record date, and holders of MSG Sports Class B Common Stock will receive a distribution of one share of our Class B Common Stock for every two shares of MSG Sports Class B Common Stock held by

 

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them on the record date. The Company’s Class A Common Stock is entitled to one vote per share and to collectively elect at least 25% of our Board of Directors, and the Company’s Class B Common Stock will be entitled to ten votes per share and to collectively elect up to the remaining 75% of our Board of Directors. See “Description of Capital Stock” for more information. The Dolan Family Group will collectively own all of our Class B Common Stock, approximately [●]% of our outstanding Class A Common Stock and approximately [●]% of the total voting power of all our outstanding common stock (in each case, inclusive of exercisable options). As a result, the Company will be a “controlled company” within the meaning of the corporate governance standards of the NYSE and the Dolan Family Group will, by virtue of their stock ownership, have the ability to determine all matters requiring approval by stockholders (other than the election of the Class A Directors and any matters requiring a separate vote by the holders of the Class A Common Stock) and will be able collectively to control stockholder decisions on matters on which holders of our Class A Common Stock and Class B Common Stock vote together as a single class.

 

Q:	What do I have to do to participate in the Distribution?

 

A:	No action is required on your part. Stockholders of MSG Sports on the record date for the Distribution are not required to pay any cash or deliver any other consideration, including any shares of MSG Sports common stock, for the shares of our common stock distributable to them in the Distribution.

 

Q:	If I sell, on or before the Distribution Date, shares of MSG Sports Class A Common Stock that I held on the record date, am I still entitled to receive shares of Spinco Class A Common Stock distributable with respect to the shares of MSG Sports Class A Common Stock I sold?

 

A:

It depends on the market in which you sell your shares. Beginning on [●], 2026 and continuing until the occurrence of the Distribution, MSG Sports expects that the MSG Sports Class A Common Stock will trade in two markets on the NYSE: in the “regular way” market under the symbol “MSGS” and in the “ex-distribution” market under the symbol “MSGK WI”. If you own shares of MSG Sports Class A Common Stock on the record date and thereafter sell those shares regular way on or prior to the Distribution Date, you will also be selling the shares of our Class A Common Stock that would have been distributed to you in the Distribution with respect to the shares of MSG Sports Class A Common Stock you sell.

Conversely, a person who purchases shares of MSG Sports Class A Common Stock after the record date and on or prior to the Distribution Date will be entitled to receive from the seller of those shares the shares of our Class A Common Stock issued in the Distribution with respect to the transferred MSG Sports Class A Common Stock.

However, if you own shares of MSG Sports Class A Common Stock on the record date and thereafter sell those shares in the ex-distribution market on or prior to the Distribution Date, you will not be selling the shares of our Class A Common Stock that will be distributed to you in the Distribution with respect to the shares of MSG Sports Class A Common Stock you sell. Conversely, a person who purchases shares of MSG Sports Class A Common Stock in the ex-distribution market after the record date and on or prior to the Distribution Date will not be entitled to receive from the seller of those shares the shares of our Class A Common Stock issued in the Distribution with respect to the transferred MSG Sports Class A Common Stock.

 

Q:	How will fractional shares be treated in the Distribution?

 

A:

If you would be entitled to receive a fractional share of our common stock in the Distribution, you will instead receive a cash payment. See “The Distribution — Manner of Effecting the Distribution” for an explanation of how the cash payments will be determined and “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution” for an explanation of the tax consequences of such cash payments.

 

Q:	How will MSG Sports distribute shares of Spinco common stock to me?

 

A:	Holders of shares of MSG Sports Class A Common Stock or MSG Sports Class B Common Stock on the record date will receive shares of the same class of our common stock in book entry form. See “The Distribution — Manner of Effecting the Distribution” for a more detailed explanation.

 

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Q:	What is the reason for the Distribution?

 

A:	The potential benefits considered by MSG Sports’ board of directors in making the determination to consummate the Distribution included the following:

 

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to provide each of MSG Sports and the Company with increased flexibility to fully pursue and fund its business plan, including the ability to raise capital at each entity separately. This increased financial flexibility reflects the belief that investors in a company with the mix of assets that each of MSG Sports and the Company will own following the Distribution will be more receptive to strategic initiatives that MSG Sports and the Company may respectively pursue; and

 

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to increase the aggregate value of the stock of MSG Sports and the Company above the value that the stock of MSG Sports would have had if it had continued to represent an interest in both the businesses of MSG Sports and the Company, so as to: (i) allow each company to use its stock to pursue and achieve strategic objectives, including, accessing capital on more attractive terms, evaluating and effectuating acquisitions and investments, and increasing the long-term attractiveness of equity compensation programs in a significantly more efficient and effective manner with significantly less dilution to existing stockholders; and (ii) allow each company to offer a more focused investment profile to investors.

MSG Sports’ board of directors also considered several factors that might have a negative effect on MSG Sports as a result of the Distribution. MSG Sports common stock may come under initial selling pressure as certain MSG Sports stockholders sell their shares because they are not interested in holding an investment in MSG Sports’ remaining business. Moreover, certain factors, such as a lack of comparable public companies, may limit investors’ ability to appropriately value MSG Sports common stock. In addition, the Distribution would separate from MSG Sports the business and assets of the Company, which represent significant value. Because the Company will no longer be part of MSG Sports, the Distribution will also affect the terms upon which MSG Sports can pursue cross-company business transactions and initiatives with the Company.

MSG Sports’ board of directors considered certain aspects of the Distribution that may be adverse to the Company, including the impacts of the Company’s net loss for Fiscal Years 2025 and 2026. The Company’s common stock may come under initial selling pressure as certain MSG Sports stockholders sell their shares in the Company because they are not interested in holding an investment in the Company’s business. Moreover, certain factors, such as a lack of comparable public companies, may limit investors’ ability to appropriately value the Company’s common stock. Because the Company will no longer be part of MSG Sports, the Distribution will also affect the terms upon which the Company can pursue cross-company business transactions and initiatives with MSG Sports’ other businesses. In addition, after the Distribution, the Company’s results, which reflected a net loss for Fiscal Years 2025 and 2026, will not reflect cash flow from MSG Sports. As a result of the Distribution, the Company will need to finance any losses without the benefit of cash flow from MSG Sports while bearing significant incremental costs associated with being a publicly held company. Refer to the “Unaudited Pro Forma Combined Financial Information” section for further details.

 

Q:	What are the federal income tax consequences to me of the Distribution?

 

A:

MSG Sports expects to obtain an opinion from Sullivan & Cromwell LLP substantially to the effect that, among other things, the distribution by MSG Sports of our Class A Common Stock and Class B Common Stock to the holders of MSG Sports Class A Common Stock and MSG Sports Class B Common Stock, respectively (i.e., the Distribution), will qualify as a tax-free distribution under the Code. For U.S. federal income tax purposes, the Distribution is not expected to result in the recognition of gain to MSG Sports with respect to the distribution of our Class A Common Stock or our Class B Common Stock to the MSG Sports stockholders and, except to the extent that you receive cash in lieu of fractional shares of our common stock, you will not recognize income, gain or loss, and no amount will be included in your income upon the receipt

 

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of shares of our common stock pursuant to the Distribution. The opinion will not be binding on the IRS or the courts. See “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution.” Certain transactions related to the Distribution that are not addressed (or expected to be addressed) by the opinion could result in the recognition of income or gain by MSG Sports. The opinion will rely on factual representations and reasonable assumptions, which, if incorrect or inaccurate, may jeopardize the ability to rely on such opinion. MSG Sports does not intend to request any ruling from the IRS as to the U.S. federal income tax consequences of the Distribution.

 

Q:	Does Spinco intend to pay cash dividends?

 

A:	No. We do not expect to pay any cash dividends on our common stock in the foreseeable future. All decisions regarding the payment of dividends will be made by our Board of Directors from time to time in accordance with applicable law.

 

Q:	How will Spinco common stock trade?

 

A:

Currently, there is no public market for our common stock. We will apply to list our Class A Common Stock on the NYSE under the symbol “MSGR” (and we will change our name to “MSG Rangers Corp.”) and MSG Sports will change its symbol on the NYSE to “MSGK” (and be renamed “MSG Knickerbockers Corp.”) in connection with the Distribution. It is anticipated that trading will commence on a when-issued basis prior to the Distribution. On the first trading day following the Distribution Date, when-issued trading in respect of our Class A Common Stock will end and regular way trading will begin. Our Class B Common Stock will not be listed on a securities exchange.

 

Q:	Will the Distribution affect the trading price of my MSG Sports Class A Common Stock?

 

A:

Yes. After the initial distribution of our Class A Common Stock, the trading price of MSG Sports Class A Common Stock may be lower than the trading price of the MSG Sports Class A Common Stock immediately prior to the Distribution. Moreover, until the market has evaluated the operations of MSG Sports without the operations of the New York Rangers business that was owned and operated by MSG Sports, the trading price of MSG Sports Class A Common Stock may fluctuate significantly. MSG Sports believes that the separation of the Company from MSG Sports offers its stockholders the greatest long-term value. However, the combined trading prices of MSG Sports Class A Common Stock and Spinco Class A Common Stock after the Distribution may be lower than the trading price of MSG Sports Class A Common Stock prior to the Distribution. See “Risk Factors” beginning on page 20.

 

Q:	Can MSG Sports decide to cancel the Distribution?

 

A:

Yes. The occurrence of the Distribution will be subject to certain conditions, including the final approval of the MSG Sports board of directors. The MSG Sports board of directors may, in its sole and absolute discretion, determine to impose or waive conditions to the Distribution or abandon the Distribution. If the MSG Sports board of directors decides to cancel the Distribution or otherwise materially amend the terms of the Distribution, MSG Sports will notify stockholders of such decision by issuing a press release and/or filing a current report on Form 8-K.

 

Q:	Do I have appraisal rights?

 

A:	No. Holders of MSG Sports common stock are not entitled to appraisal rights in connection with the Distribution.

 

Q:	Who is the transfer and distribution agent for Spinco common stock?

 

A:	EQ Shareowner Services, P.O. Box 64874, St. Paul, Minnesota 55164-0854. Telephone: 1-800-468-9716 (U.S. toll free) or 651-450-4064 (International). Corporate website: www.shareowneronline.com.

 

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Q:	Where can I get more information?

 

A:	If you have questions relating to the mechanics of the Distribution of shares of Spinco common stock, you should contact the transfer and distribution agent:

EQ Shareowner Services, P.O. Box 64874, St. Paul, Minnesota 55164-0854. Telephone: 1-800-468-9716 (U.S. toll free) or 651-450-4064 (International). Corporate website: www.shareowneronline.com.

If you have questions relating to the Distribution or Spinco, you should contact:

Madison Square Garden Sports Corp.

Investor Relations Department

Two Pennsylvania Plaza

New York, NY 10121

Telephone: 1-212-631-5422

 

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RISK FACTORS

You should carefully consider the following risk factors and all the other information contained in this information statement in evaluating us and our common stock.

Risks Related to Our Business

We have in the past incurred and are likely in the future to incur operating losses, adjusted operating losses and negative cash flow.

We have in the past incurred and are likely in the future to incur operating losses, adjusted operating losses and negative cash flow. In Fisal Years 2026 and 2025, we recorded an operating loss of approximately $30.5 million and $23.3 million, respectively. We are likely not to be profitable in the near term unless the Rangers make an extended playoff run and there can be no assurance that we will not incur operating losses, adjusted operating losses or negative cash flow in the future. See “Our business is substantially dependent on the continued popularity and/or competitive success of the Rangers, including the significant additional revenue generated by the Rangers advancing in the playoffs, which cannot be assured.” Significant operating losses may limit our ability to operate our business raise necessary financing, or to do so on favorable terms, as such losses will likely be considered by potential investors and lenders.

Our business is substantially dependent on the continued popularity and/or competitive success of the Rangers, including the significant additional revenue generated by the Rangers advancing in the playoffs, which cannot be assured.

Our financial results are substantially dependent on, and are expected to continue to substantially depend in large part on, the continued popularity and/or on-ice competitiveness of the Rangers, which have a direct effect on ticket sales for the team’s home games, the team’s largest single source of revenue. In addition, the popularity of the Rangers can generate fan enthusiasm, resulting in sustained premium seating, suite, sponsorship, food and beverage and merchandise sales, and well as impact television ratings, which could affect the long-term value of the media rights for the Rangers. Furthermore, success in the regular season may qualify the Rangers for participation in post-season playoffs, which provides us with a significant source of additional revenue, operating income and adjusted operating income. The increased revenue is generated by the additional number of home games played by the Rangers and importantly, the increased excitement and interest in the Rangers can help drive a number of our revenue streams, including by improving attendance and sponsorships, in subsequent seasons. The Rangers last qualified for the post-season during the 2023-24 NHL season. In that fiscal year (Fiscal Year 2024), when the Rangers played eight home playoff games, we recorded $64.4 million of playoff-related revenues and $34.6 million of playoff-related expenses, and we recorded operating income of $26.8 million. However, in Fiscal Years 2026 and 2025, when the Rangers did not qualify for the post season, we recorded operating losses of $30.5 million and $22.3 million, respectively. We are likely not to be profitable in the near term unless the Rangers make an extended playoff run. See “We have in the past incurred and are likely in the future to incur operating losses, adjusted operating losses and negative cash flow.”

In addition, league, team and/or player actions or inactions, including protests, may impact the popularity of the Rangers or the NHL. There can be no assurance that the Rangers will maintain continued popularity or compete in post-season play in the future.

Our business faces intense and wide-ranging competition that may have a material negative effect on our business and results of operations.

The success of a sports business, like ours, is dependent upon the performance and/or popularity of its franchises. The Rangers and other sports franchises compete for attendance, viewership and/or advertising, in

 

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varying respects and degrees, with other live sporting events, and with sporting events delivered over television networks, radio, the Internet and online services, streaming devices and applications, and other alternative sources, as well as with other leisure-time activities and entertainment options in the New York City metropolitan area, such as television, motion pictures, concerts, music festivals and other live performances, restaurants and nightlife venues, the Internet, social media and social networking platforms and online and mobile services, including sites for online content distribution, video on demand and other alternative sources of entertainment. During some or all of the hockey season, the Rangers face competition from professional baseball (including the New York Yankees and the New York Mets), professional football (including the New York Giants and the New York Jets), professional basketball (including the Knicks and the Brooklyn Nets), professional soccer (including the New York Red Bulls, the New York City Football Club and the NJ/NY Gotham FC), professional women’s hockey (including the New York Sirens), professional women’s basketball (including the New York Liberty), collegiate sporting events, such as the Big East basketball tournament, other sporting events, including those held at The Garden. For fans who prefer the unique experience of NHL hockey, we must compete with two other NHL hockey teams located in the New York City metropolitan area (the New York Islanders (the “Islanders”) and the New Jersey Devils (the “Devils”)) as well as with other NHL hockey teams and the NHL itself.

As a result of the large number of options available, we face strong competition for the New York City metropolitan area sports fan base. We must compete with these other sports teams and sporting events, including on the basis of the quality of the Rangers’ roster, their success in the NHL, our ability to provide an entertaining environment at our games, prices we charge for tickets and the viewing availability of the Rangers on multiple media alternatives. Given the nature of sports, there can be no assurance that we will be able to compete effectively, including with companies that may have greater resources than us, and, as a consequence, our business and results of operations may be materially negatively affected. The success of our business is also largely dependent on our ability to attract strong attendance to Rangers’ home games at The Garden.

We also compete with other teams in the NHL to attract players. For example, players who are free agents are generally permitted to sign with the team of their choice. These players may make their decision based upon a number of factors, including the compensation they are offered, the makeup and competitiveness of the team bidding for their services, geographic preferences and other non-economic factors. There can be no assurance that we will be able to retain players upon expiration of their contracts or draft, sign and develop talented players to replace those who leave for other teams, retire or are injured, traded or released.

Our hockey decisions, especially those concerning player and coach selection and salaries, may have a material negative effect on our business and results of operations.

Creating and maintaining the Rangers popularity and/or on-ice competitiveness is key to the success of our business. Accordingly, efforts to improve our revenues and earnings from operations from period to period may be secondary to actions that management believes will generate long-term growth and asset value creation. The competitive position of the Rangers depends primarily on our ability to develop, obtain and retain talented players, coaches and team executives, for whom we compete with other professional sports teams. Our efforts in this regard may include, among other things, trading for highly compensated players, signing draft picks, free agents or current players to new contracts, engaging in salary arbitration or contract negotiation with existing players, terminating and waiving players and replacing coaches and team executives. Any of these actions could increase expenses for a particular period, subject to any salary cap restrictions contained in the NHL’s Collective Bargaining Agreement (the “CBA”). There can be no assurance that any actions taken by management to generate and increase our long-term growth and asset value creation will be successful.

A significant factor in our ability to attract and retain talented players is player compensation. NHL player salaries have increased significantly and are expected to continue to increase significantly in the future. Although the CBA between the NHL and the NHL Players’ Association (“NHLPA”) generally caps league-wide player salaries at a prescribed percentage of league-wide revenues, we may pay our players different aggregate salaries and a different proportion of our revenues than other NHL franchises. In addition, the NHL CBA includes a

 

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salary floor, which limits our ability to decrease costs below a certain amount. Future CBAs may increase the percentage of league-wide revenues to which NHL players are entitled or impose other conditions, which may further increase our costs.

We have incurred, and may incur in the future, significant charges for costs associated with transactions relating to players on the Rangers for season-ending and career-ending injuries and for trades, waivers and contract terminations of players and other team personnel, including coaches and team executives. These transactions can result in significant charges as the Company recognizes the estimated ultimate costs of these events in the period in which they occur, although amounts due to these individuals may be paid over their remaining contract terms. These expenses add to the volatility of our results of operations.

The actions of the NHL may have a material negative effect on our business and results of operations.

The governing bodies of the NHL (including the AHL) have certain rights under certain circumstances to take actions that they deem to be in the best interests of the NHL, which may not necessarily be consistent with maximizing our results of operations and which could affect the Rangers in ways that are different than the impact on other sports teams. Decisions by the NHL could have a material negative effect on our business and results of operations. For example, failure to follow rules and regulations of the NHL has in the past resulted and may in the future result in loss of draft picks, fines or other actions by the NHL.

From time to time, we may disagree with or challenge actions the NHL takes or the power and authority it asserts. The following discussion highlights examples of areas in which decisions of the NHL could materially affect our business.

 

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The NHL may assert control over certain matters, under certain circumstances, that may affect our revenues such as the local, national and international rights to telecast the games of league members, including the Rangers, licensing of the rights to produce and sell merchandise bearing the logo and/or other intellectual property of the Rangers and the league, and the Internet and mobile-based activities of the Rangers. The NHL has entered into agreements regarding the national and international telecasts of NHL games. We receive a share of the income the NHL generates from these contracts, which expire at various times. There can be no assurance that the NHL will be able to renew or replace these contracts following their expiration on terms as favorable to us as those in the current agreements or that we will continue to receive the same level of revenues in the future. Even though we previously agreed to substantially reduce the amount of media rights fees we receive from MSG Networks for the right to telecast games of the Rangers in Fiscal Year 2025, we still receive significant revenues from MSG Networks for media rights. Changes to league rules, regulations and/or agreements, including changes to league schedules, have in the past impacted and in the future will likely continue to impact the availability of games covered by our local media rights and negatively affect the rights fees we receive from MSG Networks, which could negatively affect our business and results of operations.

 

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The NHL imposes rules that define, under certain circumstances, the territories in which the Rangers operate, including the markets in which our games may be telecast. The NHL has also asserted control over other important decisions, such as the length and format of, and the number of games in, the playing season, preseason and playoff schedules, admission of new members, franchise relocations, labor relations with the players associations, collective bargaining, free agency and revenue sharing. Changes to these rules could have a material negative effect on our business and results of operations. For example, we were subject to the NHL’s decisions with respect to the 2019-20, 2020-21 and 2021-22 seasons as a result of the COVID-19 pandemic and player, team and/or league protests and actions.

 

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The NHL imposes an escrow system with respect to player salaries and a revenue sharing plan. For Fiscal Years 2026 and 2025, the Rangers recorded approximately $43.5 million and $43.8 million, respectively, in estimated revenue sharing expenses, net of escrow. The actual amounts for the 2025-26 and 2024-25 seasons may vary significantly from the estimate based on actual operating results for the NHL and all teams for the season and other factors.

 

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The NHL imposes certain restrictions on the ability of owners to undertake certain types of transactions in respect of teams, including a change in ownership and team relocation. The NHL has also imposed significant restrictions on amounts of financing and/or certain types of financings and the rights of those financing providers. In certain instances, these restrictions could impair our ability to proceed with a transaction that is in the best interest of the Company and its stockholders if we were unable to obtain any required league approvals in a timely manner or at all.

 

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The possibility of further NHL expansion could create increased competition for the Rangers. The most recent NHL expansion occurred in 2021 with the addition of the Seattle Kraken (following the addition of the Vegas Golden Knights in 2017). Because revenue from national media rights agreements is divided equally among all NHL teams, any further expansion would dilute the revenue realized by the Rangers from such agreements. Expansion also increases competition for talented players among NHL teams. Any expansion in the New York City metropolitan area, in particular, could also draw fan, consumer and viewership interest away from the Rangers.

 

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The NHL’s governing body has imposed a number of rules, regulations, guidelines, bulletins, directives, policies and agreements upon its teams. Changes to these provisions may apply to our teams and their personnel, and/or the Company as a whole, regardless of whether we agree or disagree with such changes, have voted against such changes or have challenged them through other means. It is possible that any such changes could materially negatively affect our business and results of operations to the extent they are ultimately determined to bind our team. The commissioner of the NHL asserts significant authority to take certain actions on behalf of the league under certain circumstances. Decisions by the commissioner of the NHL, including on the matters described above, may materially negatively affect our business and results of operations. The league’s governing documents and our agreements with the league purport to limit the manner in which we may challenge decisions and actions by a league commissioner or the league itself.

Injuries to, and illness of, players on the Rangers could hinder our success.

To the degree that our financial results are dependent on the Rangers’ popularity and/or on-ice success, the likelihood of achieving such popularity or competitive success may be substantially impacted by serious and/or untimely injuries to, or illness of, our players. Even if we take health and safety precautions, our players may nevertheless contract serious illnesses or suffer serious injuries, and, as a result, our ability to participate in games may be substantially impacted. Nearly all of our Rangers players, including those with multi-year contracts, have partially or fully guaranteed contracts, meaning that in some cases (subject to the terms of the applicable player contract and CBA), a player or his estate may be entitled to receive his salary even if the player is unable to play as a result of injury or death.

These salaries represent significant financial commitments for the Rangers. We maintain insurance policies to mitigate some of the risk of paying certain player salaries in the event of a player’s death or disability. In the event of injuries sustained resulting in lost services (as defined in the applicable insurance policies), generally the insurance policies provide for payment to us of a portion of the player’s salary for the remaining term of the contract or until the player can resume play, in each case following a deductible number of missed games. In no event do the insurance policies provide for payment of lost revenues from any impacts of reduced popularity or competitive success as a result of player injuries. Such insurance may not be available in every circumstance, may not be available on terms that are commercially feasible, or may contain significant dollar limits and/or exclusions from coverage for pre-existing medical conditions. We may choose not to obtain (or may not be able to obtain) such insurance in some cases and we may change coverage levels (or be unable to change coverage levels) in the future.

In the absence of disability insurance, we have in the past been obligated to pay and may in the future be obligated to pay all of an injured player’s salary.

 

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Economic and Business Relationship Risks

Local media rights are a significant revenue stream for our business. Decreases in local media rights revenue have had an adverse effect on our business and results of operations, and the effect of future reductions, including from a bankruptcy of MSG Networks, could be material.

Local media rights represent a significant revenue stream for the Company. In Fiscal Year 2026, we recorded $35.3 million of local media rights revenues, which represented 10% of our total revenues in Fiscal Year 2026, compared to $39.1 million in Fiscal Year 2025, which represented 12% of our total revenues.

Business conditions impacting our broadcasting partner, MSG Networks, including the work-out of MSG Networks (as discussed below) and/or actions by the NHL, have in the past adversely affected and could in the future materially adversely affect the revenue that can be derived from these media rights.

In October 2015, the Rangers entered into a 20-year local telecast rights agreement with MSG Networks, a regional sports network and wholly-owned subsidiary of Sphere Entertainment to provide MSG Networks with exclusive local linear and digital rights to home and away games of the Rangers, as well as other team-related programming.

In recent years, regional sports networks, including MSG Networks, have experienced significant financial difficulties.

MSG Networks was not able to refinance its credit facilities prior to their maturity in October 2024. After a series of forbearances from its lenders, on June 27, 2025, MSG Networks restructured its indebtedness, with MSG Networks’ lenders writing off approximately $510 million of indebtedness. As part of MSG Networks’ debt restructuring process, the local telecast rights agreement between MSG Networks and the Rangers was amended to effect a fee reduction of 18%, effective as of January 1, 2025, with no annual rights fee escalator. In addition, the term of the local telecast rights agreement was reduced to end after the 2028-29 season. In connection with the expiration of the rights agreement, MSG Networks has the right to make a firm offer for an additional term of not less than 3 seasons and the right to match a third party offer that provides for rights fees that are not at least 110% of the rights fees for the first 3 years of the term specified in the firm offer. As a result of the amendment and other terms of the local telecast rights agreement, media rights fees for the Rangers were approximately $2.2 million lower for Fiscal Year 2025 compared to the prior fiscal year, and approximately $3.8 million lower for Fiscal Year 2026, compared to Fiscal Year 2025.

Although MSG Networks completed the workout of its indebtedness on June 27, 2025, MSG Networks could in the future default on its obligations under the local telecast rights agreement or seek bankruptcy protection, including as a result of loss of carriage of its programming by its distributors through non-renewal of affiliation agreements, loss of subscribers or transition of MSG Networks to a more limited tier of service.

If MSG Networks were to default on its local telecast rights agreement with us or discharge its local telecast rights agreement with us as part of a bankruptcy proceeding or otherwise, or if we do not renew the agreement upon its expiration, we would lose a significant recurring revenue stream, and would also lose the exposure provided by the MSG Networks broadcasting related to the Rangers, any of which could have a material negative effect on our business and results of operations. Although we would pursue alternative sources of distribution for home and away games of the Rangers, as well as other team-related programming, there can be no assurances as to the timing or success of such alternative sources of distribution, all of which would be subject to the approval of the NHL.

Our business has been adversely impacted and may, in the future, be materially adversely impacted by an economic downturn, recession, financial instability or inflation.

Our business depends upon the ability and willingness of consumers and businesses to purchase tickets (including season tickets) to our games, license suites at The Garden, spend on food and beverages and

 

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merchandise and drive continued advertising and sponsorship revenues, and these revenues are sensitive to general economic conditions, recessions, fears of recession and consumer behavior, including due to the impact of tariffs.

Consumer and corporate spending have in the past declined and may in the future decline at any time for reasons beyond our control. The risks associated with our business may become more acute in periods of a slowing economy or recession, which may lead to reductions in, among other things, corporate sponsorship and advertising and decreases in attendance at live sports events, demand for suite licenses and food and beverage and merchandise sales, some of which we have experienced in the past and may experience in the future. In addition, inflation, which has risen significantly in recent years, has resulted in and may continue to result in increased operational costs. Volatility in, and uncertainty regarding inflation rates, as well as continued elevated interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks. As a result, instability and weakness of the U.S. and global economies, disruptions to financial markets, inflation, recession, high unemployment, the imposition of tariffs, reduced tourism and other geopolitical events, including another outbreak similar to the COVID-19 pandemic, and the resulting negative effects on consumers’ and businesses’ discretionary spending have in the past materially negatively affected, and may in the future materially negatively affect, our business and results of operations.

We have in the past incurred and we could in the future incur substantial indebtedness, and the occurrence of an event of default under our credit facility or our inability to repay such indebtedness when due could substantially impair our assets and have a negative effect on our business.

We have in the past incurred and we could in the future incur substantial indebtedness. The Rangers credit agreement (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Rangers Credit Agreement,”) provides for a senior secured revolving credit facility of $250 million (the “Rangers Revolving Credit Facility”). As of June 30, 2026, the Rangers Revolving Credit Facility was undrawn. The credit facility expires in November 2030. Furthermore, in 2020, New York Rangers, LLC received a $30 million advance from the NHL, which is payable upon demand by the NHL (the “NHL Advance Agreement”). As of June 30, 2026, the outstanding balance under the NHL Advance Agreement was $16.5 million.

Our ability to make payments on, or repay or refinance, such indebtedness, and to fund our operations, depends largely upon our future operating performance. Our future operating performance is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control.

Furthermore, our available borrowing capacity under the Rangers Revolving Credit Facility bears interest at variable rates that are linked to changing market interest rates. As a result, increases in market interest rates increase our interest expense and our debt service obligations. If interest rates were to increase in the future (including in connection with rising inflation), this would further increase the amount of interest expense that we would have to pay in connection with our variable interest rate indebtedness, which could cause our interest expense to be substantial relative to our revenues and cash outflows.

The Rangers Credit Agreement includes covenants and events of default that may be implicated by a shortfall in the amount of national and local media rights revenue received by the Rangers. If the NHL 2026-27 season is delayed, shortened, suspended or cancelled, the Rangers may be required, absent a cure or waiver, to repay certain amounts borrowed under the Rangers Revolving Credit Facility. If we are unable to repay such amounts due to liquidity constraints, we may need to pursue other sources of financing, including through issuances of equity and/or asset sales.

We may require additional financing to fund our ongoing operations, the availability of which is highly uncertain.

We may require additional financing to fund our ongoing operations or otherwise engage in transactions that depend on our ability to obtain financing. The public and private capital and credit markets can experience

 

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volatility and disruption. Such markets can exert extreme downward pressure on stock prices and upward pressure on the cost of new debt capital and can severely restrict credit availability for most issuers. For example, the global economy, including credit and financial markets, has in recent years experienced extreme volatility and disruptions, including diminished liquidity and credit availability, rising interest and inflation rates, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability.

Depending upon conditions in the financial markets and/or the Company’s financial performance, we may not be able to raise additional capital on favorable terms, or at all. In addition, as described above, the NHL may have, under certain circumstances, approval rights over certain financing transactions, and in connection with those rights, could affect our ability to obtain such financing.

We do not own The Garden and our failure to renew the Arena License Agreement or MSG Entertainment’s failure to operate The Garden in compliance with the Arena License Agreement or extensive governmental regulations may have a material negative effect on our business and results of operations.

The Rangers play their home games at The Garden pursuant to the Arena License Agreement with MSG Entertainment, which owns and operates The Garden. Our Arena License Agreement for The Garden expires in 2055. If we are unable to renew the Arena License Agreement on economically attractive terms, our business could be materially negatively affected. The Arena License Agreement requires that MSG Entertainment must operate The Garden in a first-class manner. If MSG Entertainment were to breach or become unable to satisfy this obligation under the Arena License Agreement, we could suffer operational difficulties and/or significant losses.

In addition, MSG Entertainment is subject to federal, state and local regulations relating to the operation of The Garden. For example, The Garden holds a liquor license to sell alcoholic beverages at concession stands in The Garden. Failure by MSG Entertainment to retain, or the suspension of, the liquor license could interrupt or terminate the ability to serve alcoholic beverages at The Garden and may have a negative effect on our business and our results of operations.

The Garden is subject to zoning and building regulations, including a zoning special permit. The original permit was granted by the New York City Planning Commission in 1963 and renewed in July 2013 for 10 years and again in September 2023 for five years. The Garden sits above Penn Station. The federal government, Amtrak and other relevant rail agencies are advancing a proposed redevelopment of Penn Station, which proposed redevelopment could affect The Garden and may require coordination with, or concessions from, MSG Entertainment. Certain government officials and special interest groups have in the past used, and may in the future use, the renewal process for the zoning special permit to pressure MSG Entertainment to make financial contributions or other concessions in connection with the redevelopment of Penn Station, relocate The Garden or sell or transfer all or portions of The Garden complex. For example, in connection with the 2023 renewal process, in June 2023, the New York Metropolitan Transportation Authority, New Jersey Transit and Amtrak, which operate commuter rail services from Penn Station, issued a compatibility report asserting that The Garden imposes severe constraints on Penn Station that restrict efforts to make the rail agencies’ desired improvements. In June 2026, MSG Entertainment announced that it had entered into a non-binding memorandum of understanding with the Amtrak-selected master developer related to the proposed redevelopment of Penn Station that, among other things, acknowledged that The Garden must remain fully operational at all times during the redevelopment as required by MSG Entertainment and contemplated the transfer of the Infosys Theater at MSG, subject to further negotiation, definitive documentation and other agreements. There can be no assurance regarding the future renewal of the permit or the terms thereof, or regarding the timing, scope, terms or completion of any Penn Station redevelopment or related arrangements, and the failure to obtain such renewal or to do so on favorable terms or the effects of any such redevelopment or arrangements could have a material negative effect on our business.

In addition, The Garden is, and will in the future continue to be, subject to a variety of other laws and regulations, including environmental, working conditions, labor, immigration and employment laws, and health,

 

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safety and sanitation requirements. For example, governmental regulations adopted in the wake of the COVID-19 pandemic impacted the permitted occupancy of The Garden for games of the Rangers and the manner in which we use or maintain The Garden on game days during the 2019-20 and 2020-21 seasons, which impacted the revenue we derived from games and the expenses that we incurred on game days.

MSG Entertainment’s failure to comply with governmental laws and regulations applicable to the operation of The Garden, or to maintain necessary permits or licenses, could have a material negative effect on our business and results of operations.

A change to or withdrawal of a New York City real estate tax exemption may have a material negative effect on our business and results of operations.

Many arenas, ballparks and stadiums nationally and in New York City have received significant public support, such as tax exempt financing, other tax benefits, direct subsidies and other contributions, including for public infrastructure critical to the facilities, such as parking lots and transit improvements. The Madison Square Garden complex benefits from a more limited real estate tax exemption pursuant to an agreement with the City of New York, subject to certain conditions, and legislation enacted by the State of New York in 1982. For Fiscal Year 2026, the tax exemption was $45.2 million. From time to time there have been calls to repeal or amend the tax exemption. For example, in January 2023, a number of elected representatives from New York issued a public letter, and in July 2023, the New York City Independent Budget Office issued a public report, in each case noting the tax exemption status should be reexamined. Any repeal of the tax exemption status would require legislative action by the New York State legislature.

Under the Arena License Agreement, the Rangers are responsible for 50% of any real estate or similar taxes applicable to The Garden (with the Knicks responsible for the remaining 50%, which percentages can be reduced or increased in certain circumstances, as further described in the Arena License Agreement). If the tax exemption is repealed or the Rangers are otherwise subject to the property tax due to no fault of the Rangers, certain revenue allocations that we receive under the Arena License Agreement would be increased as set forth in the Arena License Agreement. Although the value of any such revenue increase could be material, it is not expected to offset the property tax that would be payable by the Rangers.

There can be no assurance that the tax exemption will not be amended in a manner adverse to us or repealed in its entirety, either of which could have a material negative effect on our business and results of operations.

Labor matters may have a material negative effect on our business and results of operations.

NHL players are covered by a CBA between the NHLPA and the NHL. Labor difficulties may include players’ strikes or protests or management lockouts. The NHL has experienced labor difficulties in the past and may have labor issues in the future. For example, the NHL has experienced lockouts in the past that resulted in a regular season being shortened and the cancellation of the entire season, with a lockout during the 2012-13 NHL season resulting in a regular season that was shortened from 82 to 48 games. The current NHL CBA expires after the 2029-30 season. Labor disputes, such as players’ strikes, protests or lockouts, have in the past had and could in the future have a material negative effect on our business and results of operations.

MSG Entertainment provides certain services to us through various commercial agreements, including day-of-game services. These services are provided by MSG Entertainment employees who are subject to CBAs. Any labor disputes, such as strikes or lockouts, with the unions with which MSG Entertainment has CBAs could impact staffing on Rangers game days. In addition, we and MSG Entertainment have in the past faced difficulty in maintaining staffing on Rangers game days and have been operating in an increasingly competitive labor market. If we and/or MSG Entertainment are unable to attract and retain qualified people or to do so on reasonable terms, or if game day staffing is impacted due to a labor dispute, we could suffer operational difficulties and the fan experience at Rangers games may be adversely impacted.

 

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Competition for qualified employees has required higher wages, which has resulted in higher labor costs. If wages and labor costs increase further, this could have an adverse effect on our business and results of operations.

We rely on affiliated entities’ performance, including performance of financial obligations, under various agreements.

We have various agreements with MSG Entertainment, which include an Arena License Agreement and a Sponsorship Sales and Service Representation Agreement. These agreements provide for a number of ongoing commercial relationships, including our use of The Garden and the allocation of certain revenues and expenses from games played by the Rangers at The Garden. In addition, we will also have a Transition Services Agreement, a group ticket sales services agreement and a lease agreement for the Madison Square Garden Training Center with MSG Sports. Through the Transition Services Agreement, MSG Sports will provide certain business services to the Company, such as information technology, accounts payable, payroll, tax, certain legal functions, human resources, insurance and risk management, investor relations, corporate communications, benefit plan administration and reporting and internal audit functions. Some of the services provided under the Transition Services Agreement will be provided pursuant to the services agreement between MSG Sports and MSG Entertainment, pursuant to which MSG Sports receives certain services from MSG Entertainment, such as information technology, executive support, accounts payable, payroll human resources, and other corporate functions. The Transition Services Agreement and certain of the commercial arrangements will be subject to potential termination by MSG Sports and MSG Entertainment in the event MSG Sports or MSG Entertainment as applicable and the Company are no longer affiliates. We have a local telecast rights agreement with MSG Networks (a wholly-owned subsidiary of Sphere Entertainment), which provides MSG Networks with exclusive local linear and digital rights to home and away games of the Rangers, as well as other team-related programming. We will also have a sponsorship allocation agreement with MSG Sports, MSG Entertainment and Sphere Entertainment.

The Company and its affiliated entities each rely on the other to perform its respective obligations under these agreements. If one of the affiliated entities were to breach, become unable to satisfy their material obligations under these agreements because of financial difficulties, ongoing labor market disruptions or otherwise, fail to satisfy their indemnification or other financial obligations, or these agreements otherwise terminate or expire and we do not enter into replacement agreements, we could suffer operational difficulties and/or significant losses.

Our business is subject to seasonal fluctuations and our operating results and cash flows can vary substantially from period to period.

Our revenues and expenses have been seasonal and we expect they will continue to be seasonal. Due to the NHL playing season, revenues from our business are typically concentrated in the second and third quarters of each fiscal year.

As a result of seasonality, our operating results and cash flows reflect significant variation from period to period and will continue to do so in the future. Therefore, period-to-period comparisons of our operating results or cash flows may not necessarily be meaningful and the operating results or cash flows of one period are not indicative of our financial performance during a full fiscal year.

We may pursue acquisitions and other strategic transactions to complement or expand our business that may not be successful.

We may explore opportunities to purchase or invest in other businesses or assets that we believe will complement, enhance or expand our current business or that might otherwise offer us growth opportunities. Any transactions that we are able to identify and complete may involve risks, including the commitment of significant capital, the incurrence of indebtedness, the payment of advances, the diversion of management’s attention and resources, litigation or other claims in connection with acquisitions or against companies we invest in or acquire, our lack of control over certain joint venture companies and other minority investments, the inability to successfully integrate such business into our operations or even if successfully integrated, the risk of not achieving the intended results and the exposure to losses if the underlying transactions or ventures are not successful.

 

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Operational Risks

Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency.

A major epidemic or pandemic, or the threat of such an event, has in the past materially affected, and could in the future materially adversely affect, attendance at our games or, depending on its severity, halt our operations entirely. Although the Company saw a return to normal business operations and schedules for the Rangers following the COVID-19 pandemic, it is unclear to what extent a resurgence of COVID-19, including variants thereof, or another pandemic or public health emergency, could result in renewed governmental and/or league restrictions on attendance or otherwise impact attendance of games at The Garden, demand for our sponsorship, tickets and other premium inventory or otherwise impact the Company’s operations and operating results. If, due to a resurgence of COVID-19 or another pandemic or public health emergency, the NHL does not play a minimum number of games required under the league-wide media rights agreements or the Rangers do not make available to MSG Networks the number of games during the season required under the local telecast rights agreement, the amounts of revenues we earn could be substantially reduced depending upon the number of games not played or not made available to MSG Networks and an event of default may occur under the Rangers Credit Agreement.

Our business is also particularly sensitive to discretionary business and consumer spending. A pandemic such as COVID-19, or the fear of a new pandemic or public health emergency, has in the past impeded and could in the future impede economic activity in impacted regions or globally over the long term, leading to a decline in discretionary spending on sporting events and other leisure activities, including declines in domestic and international tourism, which has in the past resulted and could in the future result in long-term effects on our business. To the extent a pandemic or other public health emergency adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those relating to our liquidity, indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness. See “— Economic and Business Relationship Risks — We have in the past incurred and we could in the future incur substantial indebtedness, and the occurrence of an event of default under our credit facility or our inability to repay such indebtedness when due could substantially impair our assets and have a negative effect on our business” and “— Economic and Business Relationship Risks — We do not own The Garden and our failure to renew the Arena License Agreement or MSG Entertainment’s failure to operate The Garden in compliance with the Arena License Agreement or extensive governmental regulations may have a material negative effect on our business and results of operations.”

Our business could be adversely affected by terrorist activity or the threat of terrorist activity and other developments that discourage congregation at prominent places of public assembly.

The success of our business is dependent upon the willingness and ability of patrons to attend our games. The Garden, like all prominent places of public assembly, could be the target of terrorist activities, including acts of domestic terrorism or other actions that discourage attendance. Any such activity or threatened activity at or near The Garden or other similar venues in other locations could result in reduced attendance at our games and, more generally, have a material negative effect on our business and results of operations. Moreover, the costs of protecting against such incidents have in the past reduced and could in the future reduce the profitability of our operations. In addition, such events or the threat of such events may harm our or our affiliates’ ability to obtain or renew insurance coverage on favorable terms or at all.

We are subject to governmental regulation, including tax laws and regulations, which can change, and any failure to comply with these regulations may have a material negative effect on our business and results of operations.

Our business is subject to a variety of laws and regulations, including working conditions, labor, immigration and employment laws, health, safety and sanitation requirements, and laws relating to ticketing practices and tax regulations. In addition, our business may be subject to future laws and regulations in these and

 

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other areas, which may create incremental and new compliance obligations. We are unable to predict the outcome or effects of any potential legislative or regulatory proposals on our businesses. Any changes to the legal and regulatory framework applicable to our businesses could have an adverse impact on our business and results of operations.

Changes in laws and regulations have limited and in the future could further limit the availability of tax benefits or deductions that the Company expects to claim or otherwise increase the taxes imposed on the Company’s operations. For example, Section 162(m) of the U.S. Internal Revenue Code generally limits a publicly held corporation’s deduction for compensation paid to each covered employee to $1 million per year. Effective for our tax year beginning on July 1, 2027, Section 162(m) expands the definition of “covered employee” to include the five highest compensated employees for the taxable year other than our principal executive officer, principal financial officer, and the three highest compensated executive officers. This expanded provision will apply to players on the Rangers, and would cause a significant amount of compensation expense to be nondeductible in Fiscal Year 2028 and beyond. Based on compensation arrangements currently in place for the 2027-2028 season and other assumptions, we estimate that the expansion will result in approximately $17 million of additional income tax expense in Fiscal Year 2028 and a corresponding reduction in our net income.

Our failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in liability that could have a material negative effect on our business and results of operations.

Our business was also materially impacted by government actions taken in response to the COVID-19 pandemic, and could be materially impacted by government actions in response to a pandemic or other public health emergency in the future. See “ — Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency.”

In addition, changes in international trade policies and practices, including tariffs and trade barriers, and the economic impacts, volatility and uncertainty resulting therefrom, could have an adverse impact on our business and results of operations.

We are subject to data privacy, data protection and data security regulations and laws and could face substantial penalties if we fail to comply with such regulations and laws.

We are subject to data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage, processing and use of personal information or personal data, which among other things, impose certain requirements relating to the privacy and security of personal information. The variety of laws and regulations governing data privacy and protection, and the use of the internet as a commercial medium are rapidly evolving, extensive, and complex, and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application.

The data protection landscape continues to evolve in the United States. As our operations and business grow, we may become subject to or affected by new or additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities. For example, California has passed a comprehensive data privacy law, the California Consumer Privacy Act (“CCPA”), and numerous other states including New Jersey, Virginia, Colorado, Utah and Connecticut have also passed similar laws, and various additional states may do so in the near future. Additionally, the California Privacy Rights Act (“CPRA”) imposes additional data protection obligations on covered businesses, including additional consumer rights procedures and obligations, limitations on data uses, new audit requirements for higher risk data, and constraints on certain uses of sensitive data. Further, there are several legislative proposals in the United States, at both the federal and state level, that could impose new privacy and security obligations. We cannot yet determine the impact that these future laws and regulations may have on our business. As new privacy- and security-related laws and regulations are implemented, the time and resources needed for us to comply with such laws and regulations, as well as our potential liability for non-compliance with such laws and regulations, may increase.

 

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In addition, governmental authorities and private litigants continue to bring actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive. We may incur significant legal expenses or reputational damage for data privacy or security claims regardless of whether we are found to be liable.

We face continually evolving cybersecurity and other technology-related risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption to our business, damage to our brands and reputation, legal exposure and financial losses.

Through our operations, we collect and store, including by electronic means, certain personal, proprietary and other sensitive information, including payment card information, that is provided to us through purchases, registration on our websites or mobile applications, or otherwise in communication or interaction with us. These activities require the use of online services and centralized data storage, including through third-party service providers. Data maintained in electronic form is subject to the risk of security incidents, including breach, compromise, intrusion, tampering, theft, destruction, misappropriation or other malicious activity. The increased use of mobile and cloud technologies heightens these and other operational risks, as do hybrid work arrangements. The rapid development and increased availability of advanced artificial intelligence technologies may further heighten these risks by increasing the speed, scale and sophistication of cyber threats and making security vulnerabilities easier to identify and exploit. Our ability to safeguard such personal and other sensitive information, including information regarding the Company and our customers, sponsors, partners and employees, independent contractors and vendors, is important to our business. We take significant steps to protect our stored information, including the implementation of systems and processes to thwart malicious activity. These protections are costly and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. See “— We are subject to governmental regulations, including tax laws and regulations, which can change, and any failure to comply with these regulations may have a material negative effect on our business and results of operations.”

Despite our efforts, the risks of a security incident cannot be entirely eliminated and our information technology and other systems that maintain and transmit customer, sponsor, partner, Company, employee, vendor, independent contractor, and other confidential and proprietary information may be compromised due to employee error or other circumstances such as malware or ransomware, viruses, hacking and phishing attacks, denial-of-service attacks, business email compromises, or otherwise. Advanced artificial intelligence tools may also increase the likelihood and speed of successful cyberattacks or the misuse or inadvertent exposure of sensitive, proprietary or confidential information. A compromise could affect the security of information on our network, or that of a third-party service provider, including MSG Entertainment or our vendors’ systems to which we outsource information technology services, including technology relating to season ticket holders and purchases of individual game tickets, and certain payment processing. For example, MSG Sports receives certain information technology services from MSG Entertainment under its services agreement, and in December 2025, MSG Entertainment identified and, with the assistance of a security firm, has taken measures to address a security incident involving MSG Entertainment’s Oracle EBusiness Suite Enterprise Resource Planning system, which is utilized by MSG Sports. The incident resulted from an Oracle system vulnerability that was exploited by a threat actor that targeted hundreds of companies using Oracle E-Business Suite. The Oracle E-Business Suite instance utilized by MSG Sports is hosted on a server that is managed by a third-party and MSG Sports’ network was not involved in the incident. MSG Sports determined that this breach is not material to MSG Sports’ business and results of operations. Additionally, outside parties may attempt to fraudulently induce employees, vendors or users to disclose sensitive, proprietary or confidential information in order to gain access to data and systems. Given the increasing sophistication of bad actors and complexity of the techniques used to obtain unauthorized access or disable systems, a security incident could potentially persist for an extended period of time before being detected. We may not be able to anticipate the incident or respond adequately or timely, and the extent of a particular incident, and the steps that we may need to take to investigate the incident, may not be immediately clear. As a result, our or our customers’ or affiliates’ sensitive, proprietary and/or confidential information may be lost, disclosed, accessed or taken without consent.

 

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We also continue to review and enhance our security measures in light of the constantly evolving techniques used to gain unauthorized access to networks, data, software and systems. We have expended, and expect to continue to expend, significant expenses on an ongoing basis in order to review and enhance our security measures and to address any actual or potential security incidents that arise, but these measures may be ineffective and we may be subject to legal or regulatory action, as well as financial losses, and we may not have insurance coverage for any or all such losses.

If we experience an actual or perceived security incident, our ability to conduct business may be interrupted or impaired, we may incur damage to our systems, we may lose profitable opportunities or the value of those opportunities may be diminished and we may lose revenue as a result of unlicensed use of our intellectual property. Unauthorized access to or security breaches of our systems could result in the loss of data, loss of business, severe reputational damage adversely affecting customer or investor confidence, diversion of management’s attention, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations and significant costs for remediation that may include liability for stolen or lost assets or information and repair of system damage that may have been caused, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach and other liabilities. In addition, in the event of a security incident, changes in legislation may increase the risk of potential litigation. For example, the CCPA (as expanded by the CPRA) provides a private right of action (in addition to statutory damages) for California residents whose sensitive personal information is breached as a result of a business’ violation of its duty to reasonably secure such information. Numerous other states have passed similar laws and additional states may do so in the near future. Our insurance coverage may not be adequate to cover the costs of a data breach, indemnification obligations, or other liabilities.

We also routinely transmit and receive personal, confidential and proprietary information by email and other electronic means. We have discussed and worked with customers, sponsors, partners, employees, directors, independent contractors and vendors to secure transmission capabilities and protect against cyber incidents, but we do not have, and may be unable to put in place, secure capabilities with all of our customers, sponsors, partners, employees, directors, independent contractors and vendors and we may not be able to ensure that these third parties have appropriate controls in place to protect the confidentiality of the information. An interception, misuse or mishandling of personal, confidential or proprietary information being sent to or received from a client, vendor, service provider, counterparty or other third party could result in legal liability, regulatory action and reputational harm.

In addition, we are required to disclose information about material cybersecurity incidents on a timely basis, including those that may not have been resolved or fully investigated at the time of disclosure, or, in some instances, we may have obligations to notify relevant stakeholders of security breaches. As the regulatory environment and disclosure expectations relating to cybersecurity and artificial intelligence continue to evolve, we may face additional governance, transparency and regulatory challenges, including an increased risk that our controls, practices or disclosures are viewed as insufficient or misleading. Such mandatory disclosures are costly, could provide information to bad actors, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures and may require us to expend significant capital and other resources to respond to or alleviate problems caused by an actual or perceived security breach.

The interruption or unavailability of third party facilities, systems and/or software upon which we rely, may have a material negative effect on our business, financial condition and results of operations.

We rely upon various internal and third-party software and systems in the operation of our business, including, with respect to ticket sales, credit card processing, email marketing, point of sale transactions, database, inventory, human resource management and financial systems. With respect to third-party software or systems, certain of these arrangements are not covered by long-term agreements. System interruption and the lack of integration and redundancy in the information systems and infrastructure, both of our own websites and other computer systems and of affiliate and third-party software, computer networks, apps and other communications systems service providers

 

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on which we rely, may adversely affect our ability to operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations. Such interruptions could occur as a result of a number of factors, including design defects, the age of the technology, network failures, technology modernization initiatives, malfunctions in maintenance updates or security patches, natural disasters, malicious actions, such as hacking or acts of terrorism or war, or human error. Any such damage or disruption could also compromise the security of our information systems and networks. See also “We face continually evolving cybersecurity and other technology-related risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption to our business, damage to our brands and reputation, legal exposure and financial losses” and “— Economic and Business Relationship Risks — We rely on affiliated entities’ performance, including performance of financial obligations, under various agreements” for a discussion of services MSG Entertainment performs on our behalf.

While we have backup systems and offsite data centers for certain aspects of our operations, disaster recovery planning by its nature cannot be for all eventualities. In addition, we may not have adequate insurance coverage to compensate for any or all losses from a major interruption. If any of these adverse events were to occur, it could adversely affect our business, financial condition and results of operations.

We rely upon cloud computing services to operate certain aspects of our business and any disruption of or interference with our use of these services would impact our operations and our business could be adversely impacted.

Cloud computing services provide a distributed computing infrastructure platform for our business operations. We have established our software and computer systems so as to utilize data processing, storage capabilities and other services provided by third parties. Those third parties’ facilities are vulnerable to damage or interruption from, among other things, design defects, the age of the technology, network failures, technology modernization initiatives, malfunctions in maintenance updates or security patches, natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. We have experienced, and we expect that in the future we will experience, interruptions, delays and outages in service and availability from third-party service providers from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Given this, along with the fact that we cannot easily switch our cloud operations to another cloud provider, without significant costs, or at all, any disruption of or interference with our use of cloud providers would impact our operations and our business.

We have in the past and may in the future become subject to infringement or other claims relating to our content or technology.

From time to time, third parties have in the past and may in the future assert against us alleged intellectual property (e.g., copyright, trademark and patent) or other claims relating to our technologies or other material, some of which may be material to our business. Any such claims, regardless of their merit, could cause us to incur significant costs that could harm our results of operations. These claims may not be covered by insurance or could involve exposures that exceed the limits of any applicable insurance policy. In addition, if we are unable to continue use of certain intellectual property rights, our business and results of operations could be materially negatively impacted.

Weather or other conditions may impact our games, which may have a material negative effect on our business and results of operations.

Weather or other conditions, including natural disasters and similar events, in the New York metropolitan area may affect patron attendance at Rangers games as well as sales of food and beverages and merchandise, among other things. Weather conditions may also require us to cancel or postpone games. Any of these events may have a material negative effect on our business and results of operations.

 

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There is a risk of personal injuries and accidents at The Garden, which could subject us to personal injury or other claims; we are subject to the risk of adverse outcomes or negative publicity in other types of litigation.

There are inherent risks associated with having customers attend Rangers’ games. As a result, personal injuries, accidents and other incidents have occurred and may occur from time to time, which could subject us to claims and liabilities.

These risks may not be covered by insurance or could involve exposures that exceed the limits of any applicable insurance policy. Incidents in connection with one of our games or an event hosted by MSG Entertainment at The Garden could also reduce attendance at our other games and may have a negative impact on our revenue and results of operations. Under the Arena License Agreement, MSG Entertainment and the Company have reciprocal indemnity obligations to each other in connection with their respective acts or omissions in or about The Garden during the home games of the Rangers. We, and the NHL maintain insurance policies that provide coverage for incidents in the ordinary course of business, but there can be no assurance that such indemnities or insurance will be adequate at all times and in all circumstances.

From time to time, the Company, its subsidiaries and/or its affiliates are involved in various legal proceedings, including proceedings or lawsuits brought by governmental agencies, stockholders, customers, employees, other private parties and other stakeholders. The outcome of litigation is inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming, disruptive to our operations and distracting to management. In addition, publicity from these matters could negatively impact our business or reputation, regardless of the accuracy of such publicity. As a result, we may incur liability from litigation (including in connection with settling such litigation) which could be material and for which we may not have available or adequate insurance coverage or be subject to other forms of non-monetary relief which may adversely affect the Company. The liabilities and any defense costs we incur in connection with any such litigation could have an adverse effect on our business and results of operations.

Risks Related to the Spin-off Transaction

Because there has not been any public market for our common stock, the market price and trading volume of our common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our stock following the Distribution.

Prior to the Distribution, there will have been no regular way trading market for our common stock. We cannot predict the extent to which investors’ interest will lead to a liquid trading market or whether the market price of our common stock will be volatile. The market price of our common stock could fluctuate significantly for many reasons, including in response to the risk factors listed in this information statement or for reasons unrelated to our specific performance, such as reports by industry analysts, investor perceptions or negative developments for our customers, competitors or suppliers, as well as general economic and industry conditions.

The combined post-Distribution value of MSG Sports and Spinco shares may not equal or exceed the pre-distribution value of MSG Sports shares.

After the Distribution, MSG Sports Class A Common Stock will continue to be listed and traded on the NYSE. We cannot assure you that the combined trading prices of MSG Sports Class A Common Stock and Spinco Class A Common Stock after the Distribution, as adjusted for any changes in the combined capitalization of these companies, will be equal to or greater than the trading price of MSG Sports Class A Common Stock prior to the Distribution. Until the market has fully evaluated the business of MSG Sports without the business of Spinco, the price at which MSG Sports Class A Common Stock trades may fluctuate significantly. Similarly, until the market has fully evaluated the business of Spinco, the price at which shares of Spinco Class A Common Stock trade may fluctuate significantly.

 

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The Distribution could result in significant tax liability.

MSG Sports expects to obtain an opinion from Sullivan & Cromwell LLP substantially to the effect that, among other things, the distribution by MSG Sports of our Class A Common Stock and Class B Common Stock to the holders of MSG Sports Class A Common Stock and MSG Sports Class B Common Stock, respectively (i.e., the Distribution), will qualify as a tax-free distribution under the Code. Accordingly, for U.S. federal income tax purposes, the Distribution is not expected to result in the recognition of gain to MSG Sports with respect to the distribution of our Class A Common Stock or our Class B Common Stock to the MSG Sports stockholders and, except to the extent a stockholder receives cash in lieu of fractional shares of our common stock, no income, gain or loss will be recognized by, and no amount will be included in the income of such holder upon the receipt of shares of our common stock pursuant to the Distribution. The opinion will not be binding on the IRS or the courts. See “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution.” Certain transactions related to the Distribution that are not addressed (or expected to be addressed) by the opinion could result in the recognition of income or gain by MSG Sports. The opinion will rely on factual representations and reasonable assumptions, which, if incorrect or inaccurate, may jeopardize the ability to rely on such opinion. MSG Sports does not intend to request any ruling from the IRS as to the U.S. federal income tax consequences of the Distribution.

If the Distribution does not qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, MSG Sports would recognize taxable gain in an amount equal to the excess of the fair market value of our common stock distributed in the Distribution over MSG Sports’ tax basis therein (i.e., as if it had sold such common stock in a taxable sale for its fair market value). In addition, the receipt by MSG Sports stockholders of common stock of our Company would be a taxable distribution, and each U.S. holder that receives our common stock in the Distribution would be treated as if the U.S. holder had received a distribution equal to the fair market value of our common stock that was distributed to it, which generally would be treated first as a taxable dividend to the extent of such holder’s pro rata share of MSG Sports’ earnings and profits, then as a non-taxable return of capital to the extent of the holder’s tax basis in its MSG Sports common stock, and thereafter as capital gain with respect to any remaining value. It is expected that the amount of any such taxes to MSG Sports stockholders and MSG Sports would be substantial. See “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution.”

We may have a significant indemnity obligation to MSG Sports if the Distribution is treated as a taxable transaction.

We will enter into a Tax Disaffiliation Agreement with MSG Sports, which will set out each party’s rights and obligations with respect to federal, state, local or foreign taxes for periods before and after the Distribution and related matters such as the filing of tax returns and the conduct of IRS and other audits. Pursuant to the Tax Disaffiliation Agreement, we will be required to indemnify MSG Sports for losses and taxes of MSG Sports resulting from the breach of certain covenants and for certain taxable gains recognized by MSG Sports, including as a result of certain acquisitions of our stock or assets. If we are required to indemnify MSG Sports under the circumstances set forth in the Tax Disaffiliation Agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position.

The tax rules applicable to the Distribution may restrict us from engaging in certain corporate transactions or from raising equity capital beyond certain thresholds for a period of time after the Distribution.

To preserve the tax-free treatment of the Distribution to MSG Sports and its stockholders, under the Tax Disaffiliation Agreement with MSG Sports, for the two-year period following the Distribution, we will be subject to restrictions with respect to:

 

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entering into any transaction pursuant to which 50% or more of our shares or assets would be acquired, whether by merger or otherwise, unless certain tests are met;

 

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issuing equity securities, if any such issuances would, in the aggregate, constitute 50% or more of the voting power or value of our capital stock;

 

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•

certain repurchases of our common shares;

 

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ceasing to actively conduct our business;

 

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amendments to our organizational documents (i) affecting the relative voting rights of our stock or (ii) converting one class of our stock to another;

 

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liquidating or partially liquidating; and

 

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taking any other action that prevents the Distribution and certain related transactions from being tax-free.

These restrictions may limit our ability during such period to pursue strategic transactions of a certain magnitude that involve the issuance or acquisition of our stock or engage in new businesses or other transactions that might increase the value of our business. These restrictions may also limit our ability to raise significant amounts of cash through the issuance of stock, especially if our stock price were to suffer substantial declines, or through the sale of certain of our assets. For more information, see the sections entitled “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution” and “Certain Relationships and Related Party Transactions — Relationship Between MSG Sports and Us After the Distribution — Tax Disaffiliation Agreement.”

We do not have an operating history as a stand-alone public company.

In the past, our operations have been a part of MSG Sports and MSG Sports provided us with various financial, operational and managerial resources for conducting our business. Following the Distribution, we will maintain our own credit and banking relationships and perform certain of our own financial and operational functions. We cannot assure you that we will be able to successfully put in place the financial, operational and managerial resources necessary to operate as a public company or that we will be able to be profitable doing so.

Our historical financial results and our unaudited pro forma condensed combined financial statements may not be representative of our results as a separate, stand-alone company.

The historical financial information we have included in this information statement has been derived from the consolidated financial statements and accounting records of MSG Sports and does not necessarily reflect what our financial position, results of operations or cash flows would have been had we been a separate, stand-alone company during the periods presented. The New York Rangers business is not a separate business segment of MSG Sports and has not been operated as a separate, stand-alone company for the historical periods presented. The historical costs and expenses reflected in our combined financial statements include an allocation for certain corporate functions historically provided by MSG Sports, including general corporate expenses and employee benefits and incentives. These allocations were based on what we and MSG Sports considered to be reasonable reflections of the historical utilization levels of these services required in support of our business. The historical information does not necessarily indicate what our results of operations, financial position, cash flows or costs and expenses will be in the future. Our pro forma financial information set forth under “Unaudited Pro Forma Combined Financial Information” reflects changes to our operations as a result of the separation. However, there can be no assurances that this unaudited pro forma combined financial information will appropriately reflect our financial position or results of operations as a separate, stand-alone public company.

We may incur material costs and expenses as a result of our separation from MSG Sports.

We may incur costs and expenses greater than those we currently incur as a result of our separation from MSG Sports. These increased costs and expenses may arise from various factors, including financial reporting and costs associated with complying with federal securities laws (including compliance with the Sarbanes-Oxley Act). In addition, we expect to either maintain similar or have increased corporate and administrative costs and expenses to those we incurred while part of MSG Sports, even though following the Distribution we will be a smaller, stand-alone company. We cannot assure you that these costs will not be material to our business.

 

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If, following the Distribution, we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned and our stock price may suffer.

Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to do a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting. To comply with this statute, we will eventually be required to document and test our internal control procedures, our management will be required to assess and issue a report concerning our internal control over financial reporting, and our independent auditors will be required to issue an opinion on the Company’s internal controls over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, our management may identify material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act. If our management cannot favorably assess the effectiveness of our internal control over financial reporting or our auditors identify material weaknesses in our internal controls, investor confidence in our financial results may weaken, and our stock price may suffer.

The reduced disclosure requirements applicable to us as an “emerging growth company” may make our Class A Common Stock less attractive to investors.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may avail ourselves of certain exemptions from various reporting requirements of public companies that are not “emerging growth companies,” including, but not limited to, an exemption from complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, and, like smaller reporting companies, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirement of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may remain an emerging growth company for up to five full fiscal years following the Distribution. We would cease to be an emerging growth company, and, therefore, become ineligible to rely on the above exemptions, if we: (a) have more than $1.235 billion in annual revenue in a fiscal year; (b) issue more than $1 billion of non-convertible debt over a three-year period; or (c) become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which would generally occur after: (i) we have filed at least one annual report; (ii) we have been a Securities and Exchange Commission (“SEC”) reporting company for at least 12 months; and (iii) the market value of our common stock that is held by, non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.

If some investors find our common stock less attractive as a result of the exemptions available to us as an emerging growth company, there may be a less active trading market for our common stock and our value may be more volatile than that of an otherwise comparable company that does not avail itself of the same or similar exemptions.

We are controlled by the Dolan Family. As a result of their control, the Dolan Family has the ability to prevent or cause a change in control or approve, prevent or influence certain actions by the Company.

We will have two classes of common stock:

 

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Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), which is entitled to one vote per share and is entitled collectively to elect a number of directors constituting at least 25% of our Board of Directors; and

 

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Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), which is generally entitled to ten votes per share and is entitled collectively to elect the remainder of our Board of Directors.

 

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As of the Distribution Date, the Dolan Family Group, will collectively own all of our Class B Common Stock, approximately [●]% of our outstanding Class A Common Stock and approximately [●]% of the total voting power of all our outstanding common stock (in each case, inclusive of options exercisable and RSUs vesting within 60 days of the Distribution Date) in matters other than the election of directors. Of that amount, certain Dolan family trusts (the “Excluded Trusts”) will collectively own [●]% of the outstanding Class B Common Stock. The trustees of the Excluded Trusts are members of the Dolan family. We have been informed that the members of the Dolan Family Group holding Class B Common Stock will execute a stockholders agreement (the “Stockholders Agreement”) that has the effect of causing the voting power of holders of our Class B Common Stock (other than the Excluded Trusts) to be cast as a block with respect to all matters to be voted on by such holders of Class B Common Stock.

Shares of Class B Common Stock owned by Excluded Trusts will on all matters be voted on in accordance with the determination of the Excluded Trusts holding a majority of the Class B Common Stock held by all Excluded Trusts, except in the case of a vote on a going-private transaction or a change in control transaction, in which case a vote of trusts holding two-thirds of the Class B Common Stock owned by Excluded Trusts is required.

Under the Stockholders Agreement, the shares of Class B Common Stock owned by members of the Dolan Family Group (other than the Excluded Trusts) are to be voted on all matters in accordance with the determination of the Dolan Family Committee. The “Dolan Family Committee” will consist of James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney. The Dolan Family Committee generally acts by majority vote, except that approval of a going-private transaction must be approved by a two-thirds vote and approval of a change-in-control transaction must be approved by not less than all but one vote. The voting members of the Dolan Family Committee will be James L. Dolan, Thomas C. Dolan, Kathleen M. Dolan, Marianne Dolan Weber and Deborah A. Dolan-Sweeney, with each member having one vote other than James L. Dolan, who will have two votes. Because James L. Dolan will have two votes, he will have the ability to block Dolan Family Committee approval of any Company change in control transaction.

The Dolan Family Group, by virtue of their stock ownership, have the ability to determine all matters requiring approval by stockholders (other than the election of the Class A Directors and any matters requiring a separate vote by the holders of the Class A Common Stock) and are able collectively to control stockholder decisions on matters on which holders of our Class A Common Stock and Class B Common Stock vote together as a single class (including, but not limited to, a change-in-control), and to elect up to 75% of the Company’s Board of Directors. Certain Dolan family trusts (the “Excluded Trusts”) will collectively own the majority of the outstanding shares of the Company’s Class B Common Stock. These matters could include the amendment of some provisions of our amended and restated articles of incorporation. The Company’s capital structure and the disparate voting rights of the Company’s Class A Common Stock and Class B Common Stock may have anti-takeover effects, including that the Dolan Family Group is able to prevent a change in control of the Company or other fundamental corporate transaction that our stockholders might consider in their best interest. No person interested in acquiring us would be able to do so without obtaining the consent of the Dolan Family Group, which includes the Excluded Trusts.

In addition, the affirmative vote or consent of the holders of at least 66 2/3% of the outstanding shares of the Class B Common Stock, voting separately as a class, is required to approve:

 

•

the authorization or issuance of any additional shares of Class B Common Stock; and

 

•

any amendment, alteration or repeal of any of the provisions of our articles of incorporation that adversely affects the powers, preferences or rights of the Class B Common Stock.

As a result, the Dolan Family Group, which includes the Excluded Trusts, also has the power to prevent such issuance or amendment.

 

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Following the Distribution, the Company and MSG Sports will still be controlled by the Dolan Family Group. The Dolan Family Group also controls MSG Entertainment, Sphere Entertainment and AMC Global Media.

We have elected to be a “controlled company” for NYSE purposes which allows us not to comply with certain of the corporate governance rules of the NYSE.

We have been informed that, prior to the Distribution, the members of the Dolan Family Group will enter into a Stockholders Agreement relating, among other things, to the voting of their shares of our Class B Common Stock. As a result, following the Distribution, we will be a “controlled company” under the corporate governance rules of the NYSE. As a controlled company, we will have the right to elect not to comply with the corporate governance rules of the NYSE requiring: (i) a majority of independent directors on our Board of Directors; (ii) an independent corporate governance and nominating committee; and (iii) an independent compensation committee. Our Board of Directors has elected for the Company to be treated as a “controlled company” under NYSE corporate governance rules and not to comply with the NYSE requirement for a majority-independent board of directors and for an independent corporate governance and nominating committee because of our status as a controlled company. Nevertheless, we expect our Board of Directors to elect to comply with the NYSE requirement for an independent compensation committee.

Future stock sales, including as a result of the exercise of registration rights by certain of our stockholders, could adversely affect the trading price of our Class A Common Stock.

All of the shares of Class A Common Stock will be freely tradable without restriction or further registration under the Securities Act unless the shares are owned by our “affiliates” as that term is defined in the rules under the Securities Act. Shares held by “affiliates” may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 which is summarized under “Shares Eligible for Future Sale.” Further, we plan to file a registration statement to cover the shares issued under our equity-based benefit plans.

As described under “Shares Eligible for Future Sale — Registration Rights Agreements,” certain parties have registration rights covering a portion of our shares.

We expect to enter into registration rights agreements with members of the Dolan family, and certain Dolan family interests that provide them with “demand” and “piggyback” registration rights with respect to approximately [●] million shares of Class A Common Stock (inclusive of exercisable options), including shares issuable upon conversion of shares of Class B Common Stock.

We also may issue additional shares of Class B Common Stock and may provide registration rights with respect to those shares. Any new shares of Class B Common Stock issued generally will be entitled to ten votes per share.

Future issuances of Class B Common Stock would be dilutive to the voting power of Class A Common Stock on matters where both classes of the Company’s common stock vote together as a single class. In addition, sales of a substantial number of shares of Class A Common Stock, including sales pursuant to the registration rights agreements described above, could adversely affect the market price of the Class A Common Stock and could impair our future ability to raise capital through an offering of our equity securities.

Transfers and ownership of our Common Stock are subject to restrictions under rules of the NHL and our amended and restated articles of incorporation provides us with remedies against holders who do not comply with those restrictions.

The Company is the owner of a franchise in the NHL and, as a result, transfers and ownership of our common stock are subject to certain restrictions under the constituent documents of the NHL as well as the Company’s consent and other agreements with the NHL in connection with its approval of the Distribution.

These restrictions are described under “Description of Capital Stock — Class A Common Stock and Class B

 

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Common Stock — Transfer Restrictions.” In order to protect the Company and the Rangers from sanctions that might be imposed by the NHL as a result of violations of these restrictions, our amended and restated articles of incorporation provide that, if a transfer of shares of our common stock to a person or the ownership of shares of our common stock by a person requires approval or other action by the NHL, and such approval or other action was not obtained or taken as required, the Company shall have the right by written notice to the holder to require the holder to dispose of the shares of common stock which triggered the need for such approval. If a holder fails to comply with such a notice, in addition to any other remedies that may be available, the Company may redeem the shares at 85% of the fair market value of those shares.

We will share certain directors and officers with MSG Sports, MSG Entertainment, Sphere Entertainment and/or AMC Global Media, which means those officers will not devote their full time and attention to our affairs and the overlap may give rise to conflicts.

James L. Dolan will serve as the Executive Chairman and Chief Executive Officer of the Company and as the Executive Chairman and Chief Executive Officer of MSG Sports. James L. Dolan also currently serves as Executive Chairman and Chief Executive Officer of MSG Entertainment and Sphere Entertainment and as Non-Executive Chairman of AMC Global Media. In addition, Mr. Lesane will also serve as the Chief Operating Officer of MSG Sports, Mr. Granville-Smith will also serve as the Executive Vice President of MSG Sports, Sphere Entertainment and AMC Global Media, Mr. DiCicco will also serve as the Executive Vice President, Chief Financial Officer and Treasurer of MSG Sports, and Mr. Warner will also serve as the Senior Vice President, Head of Legal of MSG Sports. Furthermore, immediately following the Distribution, we expect three of the members of the Board of Directors of the Company will also serve as directors of MSG Sports, four will serve as directors of MSG Entertainment, five will serve as directors of Sphere Entertainment, and five will serve as directors of AMC Global Media, including our Executive Chairman and Chief Executive Officer. The Overlap Persons may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. For example, there will be the potential for a conflict of interest when we on the one hand, and MSG Entertainment, MSG Sports, Sphere Entertainment and/or AMC Global Media and their respective subsidiaries and successors on the other hand, look at certain acquisitions and other corporate opportunities that may be suitable for more than one of the companies. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between an Other Entity and us. In addition, after the Distribution, certain of our directors and officers will continue to own stock and/or stock options or other equity awards of an Other Entity. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for our Company and an Other Entity. See “Certain Relationships and Related Party Transactions — Certain Relationships and Potential Conflicts of Interest” for a discussion of certain procedures we will institute to help ameliorate such potential conflicts that may arise.

Our overlapping directors and officers with MSG Sports, MSG Entertainment, Sphere Entertainment and/or AMC Global Media may result in the diversion of corporate opportunities to MSG Sports, MSG Entertainment, Sphere Entertainment and/or AMC Global Media and other conflicts and provisions in our amended and restated articles of incorporation may provide us no remedy in that circumstance.

The Company’s amended and restated articles of incorporation will acknowledge that directors and officers of the Company may also be serving as directors, officers, employees or agents of an Other Entity, and that the Company may engage in material business transactions with such Other Entities. The Company will renounce its rights to certain business opportunities and the Company’s amended and restated articles of incorporation will provide that no Overlap Person will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise occur by reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of opportunities set forth in our amended and restated articles of incorporation) to one or more of the Other Entities instead of the Company, or does not refer or communicate information regarding such corporate opportunities to the Company. These provisions in our amended and restated articles of incorporation will also expressly validate certain contracts, agreements, arrangements and transactions (and amendments, modifications or terminations thereof) between the Company and the Other Entities and, to the fullest extent permitted by law, provide that the actions of the Overlap Person in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders. See “Description of Capital Stock — Certain Corporate Opportunities and Conflicts.”

 

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THE DISTRIBUTION

General

MSG Sports will distribute all of our outstanding stock to the holders of MSG Sports Class A Common Stock and Class B Common Stock. We refer to this distribution of securities as the “Distribution,” the Class A Common Stock distributed as the “Distributed Class A Common Stock,” the Class B Common Stock distributed as the “Distributed Class B Common Stock” (and, together with the Distributed Class A Common Stock, the “Distributed Common Stock”). The Distributed Common Stock will include 100% of the outstanding shares of Class A Common Stock (the holders of which will have the right to collectively elect at least 25% of our Board of Directors, rounded up to the nearest whole number of directors) and 100% of the outstanding shares of Class B Common Stock (the holders of which will have the right to collectively elect up to the remaining 75% of our Board of Directors).

In the Distribution, each holder of MSG Sports common stock will receive a distribution of one share of our common stock for every two shares of MSG Sports common stock held as of the close of business, New York City time, on [●], 2026, which will be the record date. Immediately following the Distribution, owners of Class A Common Stock (the “Class A Common Stockholders”) of MSG Sports will own 100% of our Class A Common Stock, and owners of Class B Common Stock (the “Class B Common Stockholders “) of MSG Sports will own 100% of our Class B Common Stock.

Manner of Effecting the Distribution

The general terms and conditions relating to the Distribution will be set forth in the Distribution Agreement between us and MSG Sports. Under the Distribution Agreement, the Distribution will be effective at 11:59 p.m., New York City time, on [●], 2026. For most MSG Sports stockholders who own MSG Sports common stock in registered form on the record date, our transfer and distribution agent will credit their shares of our common stock to book entry accounts established to hold these shares. Our transfer and distribution agent will send these stockholders a statement reflecting their ownership of our common stock. Book entry refers to a method of recording stock ownership in our records in which no physical certificates are used. For stockholders who own MSG Sports common stock through a broker or other nominee, their shares of our common stock will be credited to these stockholders’ accounts by the broker or other nominee. As further discussed below, fractional shares will not be distributed. Following the Distribution, stockholders whose shares are held in book entry form may request that their shares of our common stock be transferred to a brokerage or other account at any time, as well as delivery of physical stock certificates for their shares, in each case without charge.

MSG SPORTS STOCKHOLDERS WILL NOT BE REQUIRED TO PAY FOR SHARES OF OUR COMMON STOCK RECEIVED IN THE DISTRIBUTION, OR TO SURRENDER OR EXCHANGE SHARES OF MSG SPORTS COMMON STOCK IN ORDER TO RECEIVE OUR COMMON STOCK, OR TO TAKE ANY OTHER ACTION IN CONNECTION WITH THE DISTRIBUTION. NO VOTE OF MSG SPORTS STOCKHOLDERS IS REQUIRED OR SOUGHT IN CONNECTION WITH THE DISTRIBUTION, AND MSG SPORTS STOCKHOLDERS HAVE NO APPRAISAL RIGHTS IN CONNECTION WITH THE DISTRIBUTION.

Fractional shares of our common stock will not be issued to MSG Sports stockholders as part of the Distribution or credited to book entry accounts. In lieu of receiving fractional shares, each holder of MSG Sports common stock who would otherwise be entitled to receive a fractional share of our common stock will receive cash for the fractional interest, which generally will be taxable to such holder. An explanation of the tax consequences of the Distribution can be found below in the subsection captioned “— Material U.S. Federal Income Tax Consequences of the Distribution.” The transfer and distribution agent will, as soon as practicable after the Distribution Date, aggregate fractional shares of our Class A Common Stock into whole shares and sell them in the open market at the prevailing market prices and distribute the aggregate proceeds, net of brokerage

 

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fees, ratably to stockholders otherwise entitled to fractional interests in our Class A Common Stock. Similarly, fractional shares of our Class B Common Stock will be aggregated, converted to Class A Common Stock, and sold in the public market by the transfer and distribution agent. The amount of such payments will depend on the prices at which the aggregated fractional shares are sold by the transfer and distribution agent in the open market shortly after the Distribution Date.

See “Executive Compensation — Treatment of Outstanding Awards,” for a discussion of how outstanding MSG Sports options, restricted stock units and performance stock units will be affected by the Distribution.

In order to be entitled to receive shares of our common stock in the Distribution, MSG Sports stockholders must be stockholders of record of MSG Sports common stock at the close of business, New York City time, on the record date, [●], 2026.

Reasons for the Distribution

MSG Sports’ board of directors has determined that separation of our business from MSG Sports’ other business is in the best interests of MSG Sports and its stockholders. The potential benefits considered by MSG Sports’ board of directors in making the determination to consummate the Distribution included the following:

 

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to provide each of MSG Sports and the Company with increased flexibility to fully pursue and fund its business plan, including the ability to raise capital at each entity separately. This increased financial flexibility reflects the belief that investors in a company with the mix of assets that each of MSG Sports and the Company will own following the Distribution will be more receptive to strategic initiatives that MSG Sports and the Company may respectively pursue; and

 

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to increase the aggregate value of the stock of MSG Sports and the Company above the value that the stock of MSG Sports would have had if it had continued to represent an interest in both the businesses of MSG Sports and the Company, so as to: (i) allow each company to use its stock to pursue and achieve strategic objectives, including accessing capital on more attractive terms, evaluating and effectuating acquisitions and investments, and increasing the long-term attractiveness of equity compensation programs in a significantly more efficient and effective manner with significantly less dilution to existing stockholders; and (ii) allow each company to offer a more focused investment profile to investors.

MSG Sports’ board of directors also considered several factors that might have a negative effect on MSG Sports as a result of the Distribution. MSG Sports common stock may come under initial selling pressure as certain MSG Sports stockholders sell their shares because they are not interested in holding an investment in MSG Sport’s remaining business. Moreover, certain factors, such as a lack of comparable public companies, may limit investors’ ability to appropriately value MSG Sports common stock. In addition, the Distribution would separate from MSG Sports the business and assets of the Company, which represent significant value. Because the Company will no longer be part of MSG Sports, the Distribution will also affect the terms upon which MSG Sports can pursue cross-company business transactions and initiatives with the Company. Finally, following the Distribution, MSG Sports and its remaining business will need to absorb certain corporate and administrative costs previously allocated to its New York Rangers business.

MSG Sports’ board of directors considered certain aspects of the Distribution that may be adverse to the Company, including the impacts of the Company’s net loss for Fiscal Years 2025 and 2026. The Company’s common stock may come under initial selling pressure as certain MSG Sports stockholders sell their shares in the Company because they are not interested in holding an investment in the Company’s business. Moreover, certain factors, such as a lack of comparable public companies, may limit investors’ ability to appropriately value the Company’s common stock. Because the Company will no longer be part of MSG Sports, the Distribution will also affect the terms upon which the Company can pursue cross-company business transactions and initiatives with MSG Sports’ other business. In addition, after the Distribution, the Company’s results, which reflected a net

 

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loss for Fiscal Years 2025 and 2026, will not reflect the cash flow of MSG Sports. As a result of the Distribution, the Company will need to finance any losses without the benefit of the cash flow from MSG Sports while bearing significant incremental costs associated with being a publicly held company. Refer to the “Unaudited Pro Forma Combined Financial Information” section for further details.

Results of the Distribution

After the Distribution, we will be a public company owning and operating the New York Rangers business. Immediately after the Distribution, we expect to have approximately [●] holders of record of our Class A Common Stock and [●] holders of record of our Class B Common Stock and approximately [●] shares of Class A Common Stock and [●] shares of Class B Common Stock outstanding, based on the number of stockholders of record and outstanding shares of MSG Sports common stock on [●], 2026 and after giving effect to the delivery to stockholders of cash in lieu of fractional shares of our common stock. The actual number of shares to be distributed will be determined on the record date. You can find information regarding options, restricted stock units and performance stock units that will be outstanding after the Distribution in the section captioned, “Executive Compensation — Treatment of Outstanding Awards.” We and MSG Sports will both be controlled by the Dolan Family Group.

In connection with the Distribution, we have entered or will enter into a number of other agreements with MSG Sports, MSG Entertainment, and Sphere Entertainment (and certain of their subsidiaries) to provide for an orderly transition and to govern the ongoing relationships between the Company, MSG Sports, MSG Entertainment and Sphere Entertainment after the Distribution. These agreements are summarized below, and described in more detail in the “Certain Relationships and Related Party Transactions” section below.

Agreements between MSG Sports and the Company

Distribution Agreement. We will enter into a Distribution Agreement with MSG Sports as part of a series of transactions pursuant to which we have acquired or will acquire prior to the Distribution the subsidiaries, businesses and other assets of MSG Sports that constitute our business.

Transition Services Agreement. We will enter into a Transition Services Agreement with MSG Sports under which, in exchange for the fees specified in such agreement, MSG Sports will agree to provide certain corporate and other services to us, including with respect to such areas as information technology, executive support, finance, accounting, legal, human resources, and other corporate functions. Some of these services to us will be provided pursuant to the services agreement between MSG Sports and MSG Entertainment, pursuant to which MSG Sports receives certain services from MSG Entertainment, such as information technology, executive support, accounts payable, payroll human resources, and other corporate functions.

Tax Disaffiliation Agreement. We will enter into a Tax Disaffiliation Agreement with MSG Sports that will govern MSG Sports’ and our respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters.

Employee Matters Agreement. We will enter into an employee matters agreement with MSG Sports that allocates assets, liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs and certain other related matters upon completion of the Distribution.

Aircraft Arrangements. We will enter into various arrangements with subsidiaries of MSG Entertainment, MSG Sports and Sphere Entertainment, pursuant to which the Company will have the right to lease on a non-exclusive (“dry-lease”) basis or on a “time-sharing” basis, as applicable, certain aircraft to which MSG Sports and MSG Entertainment have access, and pursuant to which MSG Entertainment will provide certain aircraft support services.

 

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Madison Square Garden Training Center Lease. We will enter into a lease with MSG Sports with respect to MSG Sports’ use of the Madison Square Garden Training Center.

Group Ticket Sales Services Agreement. We will enter into a group ticket sales services agreement with MSG Sports, with an initial term lasting until June 30, 2027 and automatically renewing annually thereafter, pursuant to which the Company is MSG Sports’ sales and service representative to sell group tickets and ticket packages.

Sponsorship Allocation Agreement. The Company, MSG Sports, MSG Entertainment and Sphere Entertainment each routinely enter into sponsorship agreements with third-parties that include the assets of all or some of companies with either the Company, MSG Sports, MSG Entertainment or Sphere Entertainment serving as the contracting party with the third-party sponsor. The Company will enter into a sponsorship allocation agreement with MSG Sports, MSG Entertainment and Sphere Entertainment pursuant to which the Company, MSG Sports, MSG Entertainment and Sphere Entertainment will distribute payments received under the third-party sponsorship agreements to each other generally in accordance with the relative value of the assets provided by each company under the respective third-party agreement.

The Distribution will not affect the number of outstanding shares of MSG Sports common stock or any rights of MSG Sports stockholders.

Material U.S. Federal Income Tax Consequences of the Distribution

The following is a summary of the material U.S. federal income tax consequences of the Distribution to us, MSG Sports and MSG Sports stockholders. This summary is based on the Code, the regulations promulgated under the Code by the Department of the Treasury, and interpretations of such authorities by the courts and the IRS, all as of the date of this information statement and all of which are subject to change at any time, possibly with retroactive effect. This summary is limited to holders of MSG Sports common stock that are U.S. holders, as defined below, that hold their shares of MSG Sports common stock as capital assets, within the meaning of Section 1221 of the Code. Further, this summary does not discuss all tax considerations that may be relevant to holders of MSG Sports common stock in light of their particular circumstances, nor does it address the consequences to holders of MSG Sports common stock subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, partnerships (including arrangements treated as partnerships for U.S. federal income tax purposes), persons who acquired such shares of MSG Sports common stock pursuant to the exercise of employee stock options or otherwise as compensation, financial institutions, insurance companies, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons liable for the alternative minimum tax, persons who hold their shares of MSG Sports common stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes, and persons whose functional currency is not the U.S. dollar. This summary does not address any U.S. federal estate, gift or other non-income tax consequences or any applicable state, local, foreign, or other tax consequences. Each stockholder’s individual circumstances may affect the tax consequences of the Distribution.

For purposes of this summary, a “U.S. holder” is a beneficial owner of MSG Sports common stock that is, for U.S. federal income tax purposes:

 

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an individual who is a citizen or a resident of the United States;

 

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a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state or political subdivision thereof;

 

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an estate, the income of which is subject to United States federal income taxation regardless of its source; or

 

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a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial

 

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decisions, or (ii) it has a valid election in place under applicable U.S. Department of Treasury regulations to be treated as a U.S. person.

A “non-U.S. holder” is a beneficial owner of MSG Sports common stock that is not a U.S. holder for U.S. federal income tax purposes.

If a partnership (including any arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of MSG Sports common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding shares of MSG Sports common stock should consult its tax advisor regarding the tax consequences of the Distribution.

MSG Sports expects to obtain an opinion from Sullivan & Cromwell LLP substantially to the effect that, among other things, the distribution by MSG Sports of our Class A Common Stock and Class B Common Stock to the holders of MSG Sports Class A Common Stock and MSG Sports Class B Common Stock, respectively (i.e., the Distribution), will qualify as a tax-free distribution under the Code. The opinion will not be binding on the IRS or the courts. Certain transactions related to the Distribution that are not addressed (or expected to be addressed) by the opinion could result in the recognition of income or gain by MSG Sports. The opinion will rely on factual representations and reasonable assumptions, which, if incorrect or inaccurate, may jeopardize the ability to rely on such opinion. MSG Sports does not intend to request any ruling from the IRS as to the U.S. federal income tax consequences of the Distribution.

On the basis of the opinion we expect to receive, and assuming that MSG Sports common stock is a capital asset in the hands of an MSG Sports stockholder on the Distribution Date:

 

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Except for any cash received in lieu of a fractional share of our common stock, an MSG Sports stockholder will not recognize any income, gain or loss as a result of the receipt of our common stock in the Distribution.

 

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An MSG Sports stockholder’s holding period for our common stock received (including, for this purpose, any fractional share of our common stock for which cash is received) in the Distribution will include the period for which that stockholder’s MSG Sports common stock was held.

 

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An MSG Sports stockholder’s tax basis for our common stock received in the Distribution will be determined by allocating to that common stock, on the basis of the relative fair market values of MSG Sports common stock and our common stock at the time of the Distribution, a portion of the stockholder’s tax basis in its MSG Sports common stock. An MSG Sports stockholder’s tax basis in its MSG Sports common stock will be decreased by the portion allocated to our common stock. Within a reasonable period of time after the Distribution, MSG Sports will provide its stockholders who receive our common stock pursuant to the Distribution with a worksheet for calculating their tax bases in our common stock and their MSG Sports common stock.

 

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The receipt of cash in lieu of a fractional share of our common stock generally will be treated as a sale of the fractional share of our common stock, and an MSG Sports stockholder will recognize gain or loss equal to the difference between the amount of cash received and the stockholder’s tax basis in the fractional share of our common stock, as determined above. The gain or loss will be long-term capital gain or loss if the holding period for the fractional share of our common stock, as determined above, is more than one year.

 

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The Distribution will not be a taxable transaction to us or MSG Sports. However, certain transactions related to the Distribution that are not expected to be addressed by the opinion could result in the recognition of income or gain by MSG Sports.

If the Distribution does not qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, MSG Sports would recognize taxable gain in an amount equal to the excess of the fair market value of

 

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our common stock distributed in the Distribution over MSG Sports’ tax basis therein (i.e., as if it had sold such common stock in a taxable sale for its fair market value). In addition, the receipt by MSG Sports stockholders of our common stock would be a taxable distribution, and each U.S. holder that receives our common stock in the Distribution would be treated as if the U.S. holder had received a distribution equal to the fair market value of our common stock that was distributed to it, which generally would be treated first as a taxable dividend to the extent of such holder’s pro rata share of MSG Sports’ earnings and profits, then as a non-taxable return of capital to the extent of the holder’s tax basis in its MSG Sports common stock, and thereafter as capital gain with respect to any remaining value.

Even if the Distribution otherwise qualifies for tax-free treatment under the Code, the Distribution may be taxable to MSG Sports and would result in a significant U.S. federal income tax liability to MSG Sports (but not to the MSG Sports stockholders) under Section 355(e) of the Code if the Distribution were deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, stock representing a 50% or greater interest by vote or value, in MSG Sports or us. For this purpose, any acquisitions of MSG Sports’ stock or our stock within the period beginning two years before the Distribution and ending two years after the Distribution are presumed to be part of such a plan, although MSG Sports or we may be able to rebut that presumption. The process for determining whether a prohibited acquisition has occurred under the rules described in this paragraph is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case. MSG Sports or we might inadvertently cause or permit a prohibited change in the ownership of MSG Sports or us to occur, thereby triggering tax to MSG Sports, which could have a material adverse effect. If such an acquisition of our stock or MSG Sports’ stock triggers the application of Section 355(e) of the Code, MSG Sports would recognize taxable gain equal to the excess of the fair market value of our common stock distributed in the Distribution over MSG Sports’ tax basis therein, but the Distribution would be tax-free to each MSG Sports stockholder. In certain circumstances, under the Tax Disaffiliation Agreement, we would be required to indemnify MSG Sports against certain taxes imposed on MSG Sports if they resulted from certain actions by us after the Distribution. Please see “Certain Relationships and Related Party Transactions — Relationship Between MSG Sports and Us After the Distribution — Tax Disaffiliation Agreement” for a more detailed discussion of the Tax Disaffiliation Agreement between MSG Sports and us.

Payments of cash in lieu of a fractional share of our common stock made in connection with the Distribution may, under certain circumstances, be subject to backup withholding, unless a holder provides proof of an applicable exception or a correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules are not additional tax and may be refunded or credited against the holder’s U.S. federal income tax liability, provided that the holder furnishes the required information to the IRS.

U.S. Treasury regulations require certain MSG Sports stockholders with significant ownership in MSG Sports that receive shares of our stock in the Distribution to attach to their U.S. federal income tax return for the year in which such stock is received a detailed statement setting forth such data as may be appropriate to show that the Distribution is tax-free under the Code. Within a reasonable period of time after the Distribution, MSG Sports will provide its stockholders who receive our common stock pursuant to the Distribution with the information necessary to comply with such requirement.

EACH MSG SPORTS STOCKHOLDER SHOULD CONSULT ITS TAX ADVISOR ABOUT THE PARTICULAR CONSEQUENCES OF THE DISTRIBUTION TO SUCH STOCKHOLDER, INCLUDING THE APPLICATION OF STATE, LOCAL AND FOREIGN TAX LAWS, AND POSSIBLE CHANGES IN TAX LAW THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.

Listing and Trading of Our Common Stock

There is not currently a public market for our common stock. We will apply to list our Class A Common Stock on the NYSE under the symbol “MSGR” (and we will change our name to “MSG Rangers Corp.”) and

 

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Madison Square Sports Corp. will change its symbol on the NYSE to “MSGK” (and be renamed “MSG Knickerbockers Corp.”) in connection with the Distribution. It is anticipated that trading will commence on a when-issued basis prior to the Distribution. On the first trading day following the Distribution Date, when-issued trading in our Class A Common Stock will end and regular-way trading will begin. “When-issued trading” refers to trading which occurs before a security is actually issued. These transactions are conditional with settlement to occur if and when the security is actually issued and NYSE determines transactions are to be settled. “Regular way trading” refers to normal trading transactions, which are settled by delivery of the securities against payment on the first business day after the transaction.

We cannot assure you as to the price at which our Class A Common Stock will trade before, on or after the Distribution Date. Until our Class A Common Stock is fully distributed and an orderly market develops in our Class A Common Stock, the price at which such stock trades may fluctuate significantly. In addition, the combined trading prices of our Class A Common Stock and MSG Sports Class A Common Stock held by stockholders after the Distribution may be less than, equal to, or greater than the trading price of the MSG Sports Class A Common Stock prior to the Distribution. Our Class B Common Stock will not be listed on a securities exchange or publicly traded.

The shares of our common stock distributed to MSG Sports stockholders will be freely transferable, except for shares received by people who may have a special relationship or affiliation with us or shares subject to contractual restrictions. People who may be considered our affiliates after the Distribution generally include individuals or entities that control, are controlled by, or are under common control with us. This may include certain of our officers, directors and significant stockholders. Persons who are our affiliates will be permitted to sell their shares only pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from the registration requirements of the Securities Act, or in compliance with Rule 144 under the Securities Act (“Rule 144”). As described under “Shares Eligible for Future Sale — Registration Rights Agreements,” we expect that certain persons will have registration rights with respect to our stock.

Reason for Furnishing this Information Statement

This information statement is being furnished by MSG Sports solely to provide information to stockholders of MSG Sports who will receive shares of our common stock in the Distribution. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of our securities. We and MSG Sports will not update the information in this information statement except in the normal course of our and MSG Sports’ respective public disclosure obligations and practices.

 

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BUSINESS

We are a Nevada corporation with our principal executive offices at Two Pennsylvania Plaza, New York, NY 10121. Our telephone number is (212) 465-6500. Spinco is a holding company and conducts substantially all of its operations through its subsidiaries.

Spinco was incorporated on April 28, 2026 and is a direct, wholly-owned subsidiary of MSG Sports. MSG Sports’ board of directors approved the Distribution on [●], 2026. Prior to the Distribution, the Company will acquire the subsidiaries of MSG Sports that own, directly and indirectly, the subsidiaries, businesses and other assets described in this information statement. Where we describe in this information statement our business activities, we do so as if these transfers have already occurred.

On or prior to the Distribution, Madison Square Garden Sports Corp. will change its name to “MSG Knickerbockers Corp.” and MSGS Spinco, Inc. will change its name to “MSG Rangers Corp.” We will apply to list our Class A Common Stock on the NYSE under the symbol “MSGR” and Madison Square Garden Sports Corp. (renamed “MSG Knickerbockers Corp.”) will change its symbol on the NYSE to “MSGK” in connection with the Distribution. We will not list our Class B Common Stock on any securities exchange.

Overview

The Company owns and operates one of the most storied franchises in all of professional sports, the Rangers of the NHL. The Rangers play their home games in The Garden, also known as The World’s Most Famous Arena. The Company also includes a development league team, the Hartford Wolf Pack of the AHL. In addition, the Company operates a professional sports team performance center — the Madison Square Garden Training Center in Greenburgh, NY.

Our Strengths

 

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Iconic sports franchise with a renowned global brand;

 

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Enduring and meaningful presence in the New York metropolitan area, the nation’s largest media market;

 

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Deep connections with a large and passionate fan base that spans a wide demographic mix;

 

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Multi-year sponsorship and suite agreements through a strategic partnership with MSG Entertainment;

 

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National media rights agreements through the NHL;

 

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Local telecast rights agreement with MSG Networks;

 

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Long-term Arena License Agreement with MSG Entertainment under which the Rangers play their home games at The Garden;

 

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World-class expertise in team operations, event presentation, ticketing, and premium hospitality; and

 

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Seasoned management team and committed ownership.

Our Strategy

Our strategy is to leverage the strength and popularity of our professional sports franchise — the New York Rangers — and our unique position in the nation’s largest media market to grow our business and increase the long-term value of our assets. Key components of our strategy include:

 

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Developing a championship-caliber team. Our core goal is to develop and maintain a team that consistently competes for championships. A competitive team helps support and drive revenue streams

 

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across the Company during the regular season and, when our team qualifies for the postseason, the Company benefits from incremental home playoff games, which provide us with a significant source of additional revenue. The ownership and operation of an NHL development team– the Hartford Wolf Pack– as well as the operation of our professional sports teams performance center, are part of our strategy to develop a championship-caliber team.

 

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Employ a ticketing policy that gives the Company a direct relationship with our fan base. Our large and loyal fan base has placed us among the league leaders in ticket sales as the Rangers consistently play to at or near capacity crowds at The Garden. Tickets to Rangers’ home games are sold through membership plans (full season and partial plans), group sales and single-game tickets, which are purchased on an individual basis (as opposed to third-party sales). We generally review and set the price of our tickets before the start of each season; however, we dynamically price our single-game tickets throughout the season to align with fan demand.

 

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Maximize the value of our exclusive live sports content. The Company receives a pro-rata share of fees related to the NHL’s U.S. and Canadian national media rights agreements, which provide a significant recurring revenue stream for the Company. The NHL’s U.S. national media rights agreements with The Walt Disney Company and WarnerMedia, LLC will expire following the 2027-28 season. The NHL’s Canadian media rights agreement with Rogers Communications expires following the 2037-38 season. In addition, the Company receives fees related to local media rights. The Rangers’ local telecast rights agreement with MSG Networks, which expires at the end of the 2028-29 season, provides MSG Networks with exclusive local linear and digital rights to home and away games of the Rangers, as well as other team-related programming. MSG Networks makes this content available to our fans on its regional sports networks, MSG Network and MSG Sportsnet, and through its direct to consumer and authenticated streaming offering, MSG+ (which is included in the Gotham Sports streaming product, and is anticipated to be available through the DAZN streaming product during the 2026-2027 NHL season).

 

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Utilize our unique assets and an integrated approach to drive sponsorship and suite sales. The Company possesses powerful and attractive assets that also benefit from being part of a broader sports, entertainment and media offering as a result of the Company’s various agreements with MSG Entertainment. These agreements enable us to partner with MSG Entertainment, MSG Sports and Sphere Entertainment on an integrated approach to marketing partnerships and corporate hospitality solutions to drive sponsorship, signage and suite sales. For example:

 

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Our assets are highly sought after by companies that value the popularity of the Rangers franchise, the demographic makeup of our fans, and our unique position in the New York market. The attractiveness of our assets is further strengthened by the Sponsorship Sales and Service Representation Agreement and the Arena License Agreement with MSG Entertainment, which create compelling, broad-based marketing platforms by combining the Rangers brand and MSG Sports’ Knicks brand, MSG Entertainment’s live entertainment assets and Sphere Entertainment’s media assets.

 

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Our Arena License Agreement with MSG Entertainment enables MSG Entertainment to offer corporate hospitality solutions that bring together our live sporting events with Knicks games and MSG Entertainment’s live sporting and entertainment offerings and provide for the sharing of revenues from such offerings. For example, The Garden offers a variety of suite and club products, including 23 Event Level spaces consisting of 22 suites and an event level club, 58 Lexus Level suites, 18 Infosys Level suites, the Madison Club and the HUB Loft. These suites and clubs — which provide exclusive private spaces, first-class amenities and some of the best seats in The Garden — are primarily licensed to corporate customers, with the majority being multi-year agreements, most of which have annual escalators. We believe the unique combination of our live sporting events, Knicks games and MSG Entertainment’s live sporting and entertainment offerings, along with the continued importance of corporate hospitality to our guests, positions us well to continue to grow this area of the business.

 

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Continue to invest in the fan experience. The strong loyalty of our fans has been driven in part by our commitment to the fan experience, which we will continue to build on through our relationship with MSG Entertainment, owner and operator of The Garden. Working with MSG Entertainment, we offer first-class operations, innovative event presentation, premium food and beverage offerings, and unique and exclusive merchandise, as well as a Rangers mobile app designed to create a seamless experience for our fans. Our goal is to deliver the best in-game experience in the industry — whether our guests are first-time visitors, repeat customers, season ticket holders, suite holders or club members.

Key Challenges

Following the Distribution, we may face a number of challenges, both pre-existing and as a result of the Distribution, including:

 

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Dependence upon the continued popularity and competitiveness of the Rangers, which is sensitive to the performance of the team, including the team’s ability to advance in the playoffs, which provides us with a significant source of additional revenue;

 

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Intense competition in the market and industry in which we operate, including with other sporting events and other live performances;

 

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Lack of an operating history as a stand-alone public company;

 

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Strength or weakness of, as well as volatility and less predictability in, our operating results and cash flow because the Company’s results will no longer include cash flows from the Knicks; and

 

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Volatility in the market price and trading volume of our common stock. The market price for our common stock could fluctuate significantly for many reasons following the Distribution, including the lack of an existing public market for our stock, the information set forth under “Risk Factors” and other reasons unrelated to our performance.

See the section entitled “Risk Factors” for more information on each of these key challenges.

Our Business

Our Sports Franchises

New York Rangers

The Rangers hockey club is one of the NHL’s “Original Six” franchises and celebrated its centennial during the 2025-26 season. As a storied franchise and one of the league’s marquee teams, the Rangers have won four Stanley Cup Championships and have a loyal and enthusiastic fan base.

Hartford Wolf Pack

The Hartford Wolf Pack, a minor-league hockey team in the AHL, is the top affiliate team for the Rangers. The Rangers send draft picks, prospects and other players to the Hartford Wolf Pack to compete, gain valuable ice time and develop. The Rangers can call up players from Hartford to their own roster during the regular season when needed.

Arena License Agreement

The Garden, also known as The World’s Most Famous Arena, is the home for the Rangers pursuant to the Arena License Agreement with MSG Entertainment. The Arena License Agreement provides revenue opportunities through the sharing of certain suites and clubs, sponsorship and signage, food and beverage, merchandise and sales arrangements with MSG Entertainment. The Arena License Agreement has a term of 35 years and expires in June 2055.

 

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Our Professional Sports Teams Performance Center

The Company owns the Madison Square Garden Training Center in Greenburgh, NY, which is used by the Rangers as well as the Knicks (which the Company expects to occur through a lease following the Distribution). The approximately 114,000 square-foot facility features one NHL regulation-sized hockey rink and two basketball courts, and is equipped with well-appointed private areas and office space and exercise and training rooms with dedicated equipment for each team as well as the latest technology and other first-class amenities.

The Role of the NHL in Our Operations

As a franchise in a professional sports league, the Rangers are a member of the NHL and, as such, are subject to certain rules, regulations and limitations on the control and management of their affairs. The NHL Constitution, under which the NHL is operated, together with the CBA that the NHL has signed with its players’ association, contains numerous provisions that, as a practical matter, could impact the manner in which we operate our business. In addition, under the NHL constitution, the commissioner of the NHL, either acting alone or with the consent of a majority (or, in some cases, a supermajority) of the other NHL teams, may be empowered in certain circumstances to take certain actions believed to be in the best interests of the league, whether or not such actions would benefit the Rangers and whether or not we consent or object to those actions.

The NHL has a degree of control exercisable under certain circumstances over the length and format of the playing season, including, for example, preseason and playoff schedules; the number of games in a playing season; the operating territories of the member teams; local, national and international media and other licensing rights; admission of new members and changes in ownership; franchise relocations; indebtedness affecting the franchises and their affiliates; and labor relations with the players’ associations, including collective bargaining, free agency, and rules applicable to player transactions and revenue sharing.

Media Rights

We historically license the local media rights for Rangers’ home and away games. The Rangers are party to media rights agreements with MSG Networks covering the local telecast and radio rights for the Rangers. The local telecast agreement has a remaining term of approximately three years.

Our Community

MSG Sports’ most recent Corporate Social Responsibility Report, which is released in collaboration with MSG Entertainment and Sphere Entertainment, can be found on MSG Sports’ website under “Our Community”. As part of our company-wide philanthropic efforts, the Rangers run a large community-based youth sports program — Jr. Rangers — focused on eliminating barriers and creating more inclusive opportunities for all kids to enjoy hockey. Jr. Rangers activities include youth hockey clinics, summer camps, a girls hockey league, equipment donations and other ‘learn to play’ initiatives in the community. In Fiscal Year 2025, Jr. Rangers programming extended across more than 1,350 individual sessions and 50 locations. The Company is also dedicated to affecting positive change through other social impact and cause-related initiatives including philanthropic food and other in-kind donations.

Garden of Dreams Foundation

The centerpiece of the Company’s philanthropy is the Garden of Dreams Foundation (“GDF”), a non-profit organization that assists young people in need. Since it was established in 2006, the Garden of Dreams Foundation has donated nearly $100 million in grants and other donations, impacting more than 480,000 young people and their families. GDF focuses on young people facing illness or financial challenges, as well as children of uniformed personnel who have been lost or injured while serving our communities. In partnership with the Company, MSG Sports, MSG Entertainment and Sphere Entertainment, GDF provides young people in our communities with access to educational and skills opportunities, mentoring programs and memorable

 

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experiences that enhance their lives, help shape their futures and create lasting joy. Each year, as part of its Season of Giving, GDF partners with the Rangers, as well as the Knicks and MSG Entertainment’s Radio City Rockettes on charitable programs. GDF further supports its mission by providing a core group of non-profit partners with critical funding to support their long-term success.

Regulation

Our business is subject to legislation governing the sale and resale of tickets and consumer protection statutes generally.

In addition, The Garden, like all public spaces, is subject to building and health codes and fire regulations imposed by the state and local governments. The Garden is subject to zoning and outdoor advertising regulations and requires a number of licenses in order to operate, including occupancy permits, exhibit licenses, food and beverage permits, liquor licenses and other authorizations and a zoning special permit granted by the New York City Planning Commission. See “Risk Factors — Risks Related to our Business — We do not own The Garden and our failure to renew the Arena License Agreement or MSG Entertainment’s failure to operate The Garden in compliance with the Arena License Agreement or extensive governmental regulations may have a material negative effect on our business and results of operations.”

The NHL has the right under certain circumstances to regulate important aspects of our business, including, without limitation, our team-related online and mobile businesses. See “Risk Factors — Sports Business Risks — The actions of the NHL may have a material negative effect on our business and results of operations.”

Our business is also subject to certain regulations applicable to our Internet websites and mobile applications, including data privacy laws in various jurisdictions. These include, but are not limited to, the CCPA and the CPRA. These laws obligate us to comply with certain consumer and employee rights concerning data we may collect about these individuals. We maintain various websites and mobile applications that provide information and content regarding our business, offer merchandise and tickets for sale, make available sweepstakes and/or contests and offer hospitality services. The operation of these websites and applications is subject to a range of other federal, state and local laws, such as accessibility for persons with disabilities and consumer protection regulations. In addition, to the extent any of our websites seeks to collect information from children under 13 years of age or is intended primarily for children under 13 years of age, it is also subject to the Children’s Online Privacy Protection Act, which places restrictions on websites’ and online services’ collection and use of personally identifiable information from children under 13 years of age without prior parental consent. Our business is also subject to a variety of laws and regulations, including working conditions, labor, immigration and employment laws and health, safety and sanitation requirements. See “Risk Factors — Operational Risks — We are subject to data privacy, data protection and data security regulations and laws and could face substantial penalties if we fail to comply with such regulations and laws” and “— We are subject to governmental regulations, including tax laws and regulations, which can change, and any failure to comply with these regulations may have a material negative effect on our business and results of operations.”

Competition

Our business operates in a market in which numerous sports and entertainment opportunities are available. In addition to the NHL team that we own and operate, the New York City metropolitan area is home to two Major League Baseball teams (the New York Yankees and the New York Mets), two National Football League teams (the New York Giants and the New York Jets), two additional NHL teams (the Islanders and the Devils), and two NBA teams (the Knicks and the Brooklyn Nets), two Major League Soccer franchises (the New York Red Bulls and the New York City Football Club), a professional women’s hockey team (the New York Sirens), a Women’s National Basketball Association team (the New York Liberty), a National Women’s Soccer League team (the NJ/NY Gotham FC) and a Professional Women’s Hockey League team (the New York Sirens). In addition, there are a number of other men’s and women’s amateur and professional teams that compete in other sports, including at the collegiate and minor league levels. New York is also home to many other non-sports related entertainment options.

 

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As a result of the large number of options available, we face strong competition for the New York area sports fan base. We must compete with these other sporting events in varying respects and degrees, including on the basis of the quality and success of the teams we field, our ability to provide an entertaining environment at our games and the prices we charge. In addition, for fans who prefer the unique experience of NHL hockey, we must compete with the Islanders and Devils as well as, in varying respects and degrees, with other NHL hockey teams. We also compete to varying degrees with the other New York metropolitan area sports teams, the NHL itself, and other productions and live entertainment events for advertising and sponsorship dollars.

The amount of revenue we earn is influenced by many factors, including the popularity and on-ice performance of the Rangers and general economic and health and safety conditions. In particular, when the Rangers have strong on-ice performance, we benefit from increased demand for tickets and premium hospitality, potentially greater food, beverage and merchandise sales from increased attendance and increased sponsorship opportunities. When the Rangers qualify for the playoffs, we also benefit from the attendance and in-game spending at the playoff games. The year-to-year impact of team performance is somewhat moderated by the fact that a significant portion of our revenue derives from media rights fees, suite rental fees and sponsorship and signage revenue, all of which are generally contracted on a multi-year basis. Nevertheless, the long-term performance of our business is tied to the success and popularity of the Rangers. In addition, due to the NHL playing seasons, revenues from our business are typically concentrated in the second and third quarters of each fiscal year.

See “Risk Factors — Risks Related to our Business — Our business faces intense and wide-ranging competition, which may have a material negative effect on our business and results of operations” and “— Our business is substantially dependent on the continued popularity and/or competitive success of the Rangers, including the significant additional revenue generated by the Rangers advancing in the playoffs, which cannot be assured.”

Human Capital Resources

We believe the strength of our workforce is one of the significant contributors to our success. Our key human capital management objectives are to invest in and support our employees in order to attract, develop and retain a high performing and diverse workforce.

Talent

As of June 30, 2026, we had 144 full-time union and non-union employees and three part-time union and non-union employees.

We are committed to fostering a strong, inclusive workplace community where all employees feel supported, valued and empowered to grow. Our approach includes:

 

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A culture of accountability: Our performance management practices promote transparency, accountability, and alignment with our business goals. Through ongoing, actionable feedback and development-focused conversations, we support individual growth and recognize contributions at every level. Continuous learning is also promoted and supported through an online learning platform and tuition assistance.

 

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Supporting total well-being: Our benefit offerings are designed to meet the range of needs of our diverse workforce and include: domestic partner coverage; medical, dental and vision plan options; life insurance benefits for the employee and their dependents; a 401k plan with employer match; an employee assistance program which also provides assistance with child and elder care resources; legal support; pet insurance; wellness programs and financial planning seminars. These resources are intended to support the physical, emotional and financial well-being of our employees.

 

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Meaningful employee engagement programs: We invest in meaningful programming that builds connections, recognition, and a sense of belonging across our workforce. From culture-focused campaigns and milestone celebrations to employee recognition, these efforts reinforce our shared purpose of making the unforgettable happen.

In addition, approximately 40.1% of our employees were represented by unions as of June 30, 2026, all of whom are our players. There are no union employees subject to CBAs that expired as of June 30, 2026 and no union employees subject to CBAs that will expire by June 30, 2027.

Labor relations in general and in the sports industry in particular can be volatile, though our current relationship with the NHLPA union taken as a whole is positive. The NHL players are covered by a CBA between the NHLPA and the NHL. The NHL has experienced labor difficulties in the past and may have labor issues in the future. On September 15, 2012, the then-existing CBA between the NHL and NHLPA expired and there was a work stoppage for approximately four months until a new CBA was entered into in January 2013. In addition, the NHL playoff games for the 2019-20 seasons experienced postponements due to player, team and/or league protests and decisions. On July 8, 2025, the NHL and the NHLPA announced that a new four-year CBA (the majority of which becomes effective on September 16, 2026) had been ratified by the NHL Board of Governors and the NHL players. The new NHL CBA expires after the 2029-30 season.

See “Risk Factors — Economic and Business Relationship Risks — Labor matters may have a material negative effect on our business and results of operations.”

Properties

We license The Garden, which has a maximum capacity of approximately 18,000 seats for New York Rangers games, from MSG Entertainment in New York City pursuant to the Arena License Agreement. See “Certain Relationships and Related Party Transactions—Other Arrangements and Agreements with MSG Entertainment, Sphere Entertainment and/or AMC Global Media—Arena License Agreement” for a description of the Arena License Agreement.

We own the Madison Square Garden Training Center in Greenburgh, NY with approximately 114,000 square feet of space.

Financial Information about Geographic Areas

Substantially all of the Company’s revenues and assets are attributed to or located in the United States and are primarily concentrated in the New York City metropolitan area.

Available Information

Our telephone number is (212) 465-6500, our website is [●] and the investor relations section of our website is [●]. Through the investor relations section of our website, we make available, free of charge, the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements, as well as any amendments to those reports and other statements filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. These materials become available as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. Copies of these filings are also available on the SEC’s website (www.sec.gov). References to our website in this report are provided as a convenience and the information contained on, or available through, our website is not part of this or any other report we file with or furnish to the SEC.

Investor Relations can be contacted at [●], Two Penn Plaza, New York, New York 10121, Attn: [●], telephone: [●], e-mail: [●]. We use our website ([●]) and our LinkedIn account ([●]), as well as other social media channels, to disclose public information to investors, the media and others.

 

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Our officers may use similar social media channels to disclose public information. It is possible that certain information we or our officers post on our website and on social media could be deemed material, and we encourage investors, the media and others interested in Spinco to review the business and financial information we or our officers post on our website and on the social media channels identified above. The information on our website and those social media channels is not incorporated by reference into this Information Statement.

 

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DIVIDEND POLICY

We do not expect to pay any cash dividends on our common stock in the foreseeable future. All decisions regarding the payment of dividends will be made by our Board of Directors from time to time in accordance with applicable law.

 

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

All dollar amounts included in the Unaudited Pro Forma Combined Financial Information are presented in thousands, except per share data or as otherwise noted.

On February 18, 2026, the board of directors of MSG Sports authorized MSG Sports management to explore a potential tax-free spin-off of the New York Rangers business from the New York Knicks business of MSG Sports, and on May 12, 2026, the MSG Sports board of directors approved the filing of a Form 10 registration statement and amendments thereto.

The Company was incorporated in the state of Nevada on April 28, 2026 to be the company to hold the New York Rangers business of MSG Sports. In the transaction, record holders of MSG Sports Class A and Class B Common Stock would receive a pro-rata distribution expected to be equivalent, in the aggregate, to 100% of the economic interest in the Company. These transfers to the Company by MSG Sports are treated as a contribution to the Company’s capital at MSG Sports’ historical cost.

The following unaudited pro forma combined balance sheet as of June 30, 2026 and the unaudited pro forma combined statement of operations for the fiscal year ended June 30, 2026 have been derived from the historical annual combined financial statements of the Company, including the audited combined balance sheet as of June 30, 2026 and the audited combined statement of operations for the fiscal year ended June 30, 2026, included elsewhere in this information statement. The unaudited pro forma combined financial information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical annual combined financial statements and corresponding notes thereto included elsewhere in this information statement.

The following unaudited pro forma combined financial information gives effect to the Distribution and related adjustments in accordance with Article 11 of Regulation S-X.

The unaudited pro forma combined balance sheet has been prepared giving effect to the Distribution as if this transaction had occurred as of June 30, 2026. The unaudited pro forma combined statement of operations has been prepared giving effect to the Distribution as if this transaction had occurred on July 1, 2025. The unaudited pro forma combined financial information also reflects certain assumptions that we believe are reasonable given the information currently available.

The unaudited pro forma combined balance sheet as of June 30, 2026 and the unaudited pro forma combined statement of operations for the fiscal year ended June 30, 2026 have been prepared to reflect transaction accounting and autonomous entity adjustments to the Company’s historical combined financial statements to present the financial condition and results of operations, respectively, as if we were a separate stand-alone entity. The unaudited pro forma combined financial information has been adjusted to give effect to the following items (collectively, the “Pro Forma Adjustments”):

 

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Adjustments for differences between the historical combined balance sheet prepared on a carve-out basis and assets and liabilities expected to be transferred between MSG Sports and the Company;

 

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The distribution of all of the Company’s issued and outstanding common stock by MSG Sports in connection with the Distribution;

 

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The impact of transactions contemplated by the Transition Services Agreement;

 

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The impact of transactions contemplated by other contracts entered into between MSG Sports and the Company at the time of Distribution, such as the Madison Square Garden Training Center Lease and Group Ticket Sales Services Agreement;

 

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Other adjustments as described in the notes to this unaudited pro forma combined financial information; and

 

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Income tax impacts of the adjustments described above.

 

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In preparing the pro forma combined financial information, we did not include adjustments for the following item:

 

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Historically, amounts that we collected for tickets, suites and sponsorship sales in advance were recorded as deferred revenue and were recognized as revenues when earned for both accounting and tax purposes. In connection with the reorganization transactions related to the Distribution, the tax recognition by MSG Sports for certain of these deferred revenues will be accelerated to the date of the Distribution, rather than recognized over the course of one year. Assuming the Distribution occurred on June 30, 2026, the estimated tax on the acceleration of such deferred revenue is $19,979. The Company will not reimburse MSG Sports for such taxes.

Our historical combined financial statements, which were the basis for the unaudited pro forma combined financial information, were prepared on a carve-out basis as we did not operate as a stand-alone entity for the periods presented. The historical combined financial statements include allocations for certain support functions that are provided on a centralized basis and not historically recorded at the component level by MSG Sports, such as expenses related to executive management, finance, legal, human resources, government affairs, information technology and corporate operating lease costs. These expenses have been allocated to the Company from MSG Sports on the basis of direct usage when identifiable, with the remainder allocated on a pro-rata basis of combined revenue, headcount or other measures of the Company or MSG Sports, which is recorded as a component of either direct operating expenses or selling, general and administrative (“SG&A”) expenses. In addition, the combined businesses of the Company include the Madison Square Garden Training Center and certain group sales functions. Certain expenses associated with the Madison Square Garden Training Center and group sales functions have been allocated to MSG Sports from the Company on a pro-rata basis as a reduction of direct operating expenses or SG&A expenses. See Note 1 and Note 15 to the audited combined financial statements included elsewhere in this information statement for further information on the allocation of corporate costs.

We expect to experience changes in our ongoing cost structure when we become an independent, publicly-traded company. Our historical combined financial statements for the year ended June 30, 2026 include allocations of $3,048 from MSG Sports related to certain public company costs incurred as a combined entity. Total public company costs of MSG Sports were $8,351 for the fiscal year ended June 30, 2026. The costs to operate our business as an independent public entity are expected to vary from the historical allocations, including corporate allocations from MSG Sports for the fiscal year ended June 30, 2026 reflected in the accompanying historical annual combined financial statements included elsewhere within this information statement. The public company costs within the accompanying unaudited pro forma combined statement of operations were not adjusted from the historical allocations from MSG Sports as many of the costs are estimates based on projections and are not quantifiable at this time. Such costs principally relate to areas that include, but are not limited to:

 

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professional fees associated with internal and external audits, including compliance with Sarbanes-Oxley Act of 2002, tax, legal and other services;

 

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stock market listing fees, investor relations costs and fees for preparing and distributing periodic filings with the SEC.

This unaudited pro forma combined financial information reflects other adjustments that, in the opinion of management, are necessary to present fairly the pro forma combined results of operations and combined financial position of the Company as of and for the periods indicated. The unaudited pro forma combined financial information is subject to the assumptions and adjustments described in the accompanying notes. This unaudited pro forma combined financial information is subject to change as MSG Sports and the Company finalize the terms of the separation and Distribution Agreement and other agreements and transactions related to the separation. The unaudited pro forma combined financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the Company operated historically as a company independent of MSG Sports, or if the Distribution had occurred on the dates indicated. The unaudited pro forma combined financial information also should not be considered representative of our future combined financial condition or combined results of operations.

 

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MSGS SPINCO, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

As of June 30, 2026 (in thousands)

 

		Historical SpinCo (a)				Transaction Accounting Adjustments				Notes				Autonomous Entity Adjustments				Notes				Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents		$	160			$	47,845				(b)			$	—							$	48,005
Restricted cash			—				—								—								—
Accounts receivable, net			9,033				—								—								9,033
Net related party receivables			13,399				—								—								13,399
Prepaid expenses			32,666				—								—								32,666
Other current assets			13,430				—								—								13,430
Total current assets			68,688				47,845								—								116,533
Property and equipment, net			22,944				—								—								22,944
Right-of-use assets			266,802				—								—								266,802
Indefinite-lived intangible assets			20,378				—								—								20,378
Goodwill			76,423				—								—								76,423
Deferred tax assets, net			42,374				—								—								42,374
Other assets			19,685				—								—								19,685
Total assets		$	517,294			$	47,845							$	—							$	565,139
LIABILITIES AND DIVISIONAL DEFICIT
Current Liabilities:
Accounts payable		$	1,703			$	—							$	—							$	1,703
Net related party payables			47				—								—								47
Debt			16,500				—								—								16,500
Accrued liabilities:
Employee related costs			18,258				—								—								18,258
League-related accruals			87,250				—								—								87,250
Other accrued liabilities			1,166				—								2,630				(g	)			3,796
Operating lease liabilities, current			19,288				—								—								19,288
Deferred revenue			75,143				—								—								75,143
Total current liabilities			219,355				—								2,630								221,985
Operating lease liabilities, noncurrent			312,309				—								—								312,309
Other employee-related costs			18,347				—								—								18,347
Deferred revenue, noncurrent			205				—								—								205
Total liabilities			550,216				—								2,630								552,846
Commitments and contingencies (see Note 11)
SpinCo Divisional Deficit:
MSG Sports investment			(32,922	)			32,922				(c)				—								—
Class A Common Stock			—				98				(c)				—								98
Class B Common Stock			—				23				(c)				—								23
Additional paid-in capital			—				47,845				(b)				(2,630	)			(g	)			12,172
							(33,043	)			(c)
Total SpinCo divisional (deficit) equity			(32,922	)			47,845								(2,630	)							12,293
Total liabilities and SpinCo divisional (deficit) equity		$	517,294			$	47,845							$	—							$	565,139

 

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MSGS SPINCO, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Year Ended June 30, 2026

(in thousands, except per share data)

 

		Historical SpinCo (a)				Transaction Accounting Adjustments				Notes				Autonomous Entity Adjustments				Notes		Pro Forma
Revenues		$	337,270			$	—							$	2,293			(d)		$	341,473
															1,910			(e)
Operating expenses:
Direct operating expenses			262,605				—								(466	)		(d)			262,635
															496			(f)
Selling, general and administrative expenses			101,557				—								697			(d)			100,793
															1,083			(e)
															(5,174	)		(f)
															2,630			(g)
Depreciation and amortization			2,348				—								—						2,348
Restructuring charges			1,234				—								—						1,234
Operating (loss) income			(30,474	)			—								4,937						(25,537	)
Other income (expense)
Interest income			37				—								—						37
Interest expense			(3,630	)			—								—						(3,630	)
Miscellaneous expense, net			(83	)			—								—						(83	)
			(3,676	)			—								—						(3,676	)
(Loss) income before income taxes			(34,150	)			—								4,937						(29,213	)
Income tax benefit (expense)			7,772				—								(1,649	)		(h)			6,123
Net (loss) income and comprehensive (loss) income		$	(26,378	)		$	—							$	3,288					$	(23,090	)
Pro Forma (loss) earnings per share
Basic																		(i)		$	(1.91	)
Diluted																		(i)		$	(1.91	)
Pro Forma weighted-average common shares outstanding
Basic																		(i)			12,077
Diluted																		(i)			12,077

 

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

(a)	Represents Spinco’s audited combined balance sheet as of June 30, 2026 and audited combined statements of operations and comprehensive (loss) income for the fiscal year ended June 30, 2026.

Transaction Accounting Adjustments:

 

(b)

Adjustment reflects cash and cash equivalents not attributed to Spinco in the historical combined balance sheet as of June 30, 2026 that are anticipated to be transferred from MSG Sports to Spinco in connection with the Distribution. MSG Sports is anticipated to contribute cash and cash equivalents to the Company such that the Company’s cash and cash equivalents balance is approximately $60 million after giving effect to the Distribution and the settlement of certain related party receivables at the time of Distribution. To reflect this impact, an adjustment to Cash and cash equivalents of $47,845 was recorded to reflect the anticipated Cash and cash equivalents contribution from MSG Sports as if the Distribution took effect on June 30, 2026, with a corresponding adjustment to Additional paid-in capital. See Note 1 to the audited combined financial statements included elsewhere in this information statement for further discussion of the Company’s attribution of assets and liabilities.

 

(c)

Adjustment reflects the pro forma recapitalization of our equity. As of the Distribution date, MSG Sports’s net investment in the Company will be distributed to MSG Sports’ stockholders through the distribution of all of Spinco’s common stock. As the unaudited pro forma combined financial information is presented for the Company on a standalone basis, the entire balance of historical MSG Sports investment has been recorded as Common Stock and Additional paid-in capital, respectively, as a result of this adjustment. The par value of Spinco’s common stock was recognized as a component of common stock, with the remaining balance recorded as Additional paid-in capital in the unaudited pro forma combined balance sheet as of June 30, 2026.

Common stock reflects approximately 9.8 million shares of Class A Common Stock, par value $0.01 per share, and approximately 2.3 million shares of Class B Common Stock, par value $0.01 per share. The number of shares of common stock assumes each MSG Sports Class A and Class B common stockholder will receive one share of Spinco Class A or Class B Common Stock for every two shares of MSG Sports Class A or Class B common stock held on the record date for the Distribution.

This adjustment is based on MSG Sports’ June 30, 2026 issued and outstanding shares of Class A and Class B common stock, although the actual number of shares issued will not be known until the record date for the Distribution. The adjustments to Additional paid-in capital including assets transferred between MSG Sports and Spinco as described in notes (b) and (c) are summarized below:

 

Increase Cash and cash equivalents (b)		$	(47,845	)
Recapitalization of MSG Sports investment (c)			32,922
Establishment of Class A Common Stock (c)			98
Establishment of Class B Common Stock (c)			23
Additional paid-in capital		$	(14,802	)

Autonomous Entity Adjustments:

 

(d)

Reflects the impact of the Madison Square Garden Training Center Lease (the “Training Center Lease Agreement”) to be entered into in connection with the Distribution. The Company historically allocated costs related to the Madison Square Garden Training Center to MSG Sports related to MSG Sports’ use of the Training Center, resulting in a reduction in direct operating expenses and selling, general and administrative expenses. As a result of the Training Center Lease Agreement, the Company will begin recognizing lease income from MSG Sports. An adjustment to increase lease revenue from MSG Sports in the amount of $2,293 was recorded in the unaudited pro forma combined statement of operations for the

 

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fiscal year ended June 30, 2026 to reflect the Training Center Lease Agreement. In addition, payments received by the Company for certain costs reimbursed by MSG Sports under the Training Center Lease Agreement will be presented as a reduction of direct operating expenses. An adjustment to decrease direct operating expenses of $466 and to increase selling, general and administrative expenses of $697 for the fiscal year ended June 30, 2026 was recorded in the unaudited pro forma combined statement of operations. The adjustment was derived by comparing contractual payments required by the Training Center Lease Agreement for cost reimbursements to amounts historically allocated on a pro rata basis of certain measures of the Company or MSG Sports in the Company’s historical combined financial statements.

 

(e)

Reflects the impact of the Group Ticket Sales Services Agreement to be entered into with MSG Sports in connection with the Distribution pursuant to which the Company will be appointed the sales and service representative to sell group tickets related to MSG Sports events in exchange for a commission. The Company historically allocated costs related to certain group sales functions to MSG Sports, resulting in a reduction in selling, general and administrative expenses. As a result of the Group Ticket Sales Services Agreement, the Company will begin recognizing commission revenue from MSG Sports. An adjustment of $1,910 was recorded to reflect commission revenue based on group tickets sold during the fiscal year ended June 30, 2026 in the unaudited pro forma combined statement of operations. In addition, an adjustment of $1,083 to increase selling, general and administrative expenses for the fiscal year ended June 30, 2026 was recorded in the unaudited pro forma combined statement of operations to reverse the historical allocation to MSG Sports.

 

(f)

Reflects the net impact of the Transition Services Agreement to be entered into in connection with the Distribution, and compensation costs reflecting employment agreements contemplated in the Distribution, which resulted in reduced corporate and administrative costs as compared to the Company’s historical combined financial statements.

Following the Distribution, the Company will enter into a Transition Services Agreement with MSG Sports under which MSG Sports will provide certain corporate and other services to the Company. The Company will also provide certain transition services to MSG Sports. Costs and cost recoveries for transition services will be presented as a component of direct operating expenses or selling, general and administrative expenses, as applicable. The adjustment was derived by comparing contractual payments required by the Transition Services Agreement of $29,424 (including $794 of direct operating expenses and $28,628 of selling, general and administrative expenses) and costs reflecting employment agreements contemplated in the Distribution of $19,382 (reflecting $19,382 of selling, general and administrative expenses) to amounts historically allocated from MSG Sports in the Company’s historical combined financial statements (which included $298 of direct operating expenses and $53,184 of selling, general and administrative expenses).

 

(g)

Reflects estimates for additional costs we expect to incur in connection with the Distribution. These costs primarily relate to professional fees associated with external audits and legal expenses required to establish MSGS SpinCo, Inc. as a public company. Actual costs that will be incurred could be different from these estimates.

 

(h)

The income tax effects of the pro forma adjustments are recorded at the applicable federal and state statutory tax rate for the fiscal year ended June 30, 2026. This resulted in an overall tax benefit of $6,123 for the fiscal year ended June 30, 2026 in the unaudited pro forma combined statement of operations.

Earnings (Loss) Per Share:

 

(i)

Pro forma earnings per share and pro forma weighted-average basic shares outstanding are based on the weighted-average number of shares of MSG Sports Class A Common Stock and MSG Sports Class B Common Stock outstanding of 24.2 million during the fiscal year ended June 30, 2026. Spinco’s weighted average shares outstanding assumes a distribution ratio of one share of our common stock for every two shares of MSG Sports Class A Common Stock and MSG Sports Class B Common Stock held on the record date of the Distribution. As a result, the Company’s pro forma weighted-average basic shares outstanding represents approximately one share of Spinco for every two outstanding shares of MSG Sports.

 

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Pro forma diluted weighted-average shares outstanding reflect potential dilution from the issuance of Spinco common shares from MSG Sports equity plans, giving effect to the distribution ratio and conversion of certain MSG Sports equity awards into Spinco equity awards. Potentially dilutive shares for the unaudited pro forma combined statement of operations for the fiscal year ended June 30, 2026 are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. While the actual impact on a go-forward basis will depend on various factors, including employees who may change employment from one company to another, we believe the estimate provided yields a reasonable approximation of the dilutive impact of MSG Sports equity plans. We expect that the actual amounts will differ from these estimates.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this MD&A, there are statements concerning the future operating and future financial performance of MSGS Spinco, Inc. (collectively, “we,” “us,” “our,” “Spinco,” or the “Company”), including our potential spin-off from Madison Square Garden Sports Corp. (“MSG Sports”). Words such as “expects,” “anticipates,” “believes,” “estimates,” “may,” “will,” “should,” “could,” “potential,” “continue,” “intends,” “plans,” and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors. References to “Spinco” or the “Company” include the subsidiaries of MSG Sports that will be subsidiaries of the Company at the time of the Distribution (as defined herein). Factors that may cause such differences to occur include, but are not limited to:

 

•

the level of our revenues, which depends in part on the popularity and competitiveness of the New York Rangers (the “Rangers”) and the ability of the Rangers to reach and advance in the National Hockey League (“NHL”) playoffs;

 

•

costs associated with player injuries, waivers or contract terminations of players, coaches and other team personnel;

 

•

changes in the Rangers’ compensation, including the impact of signing free agents and executing trades, subject to league salary floors and caps;

 

•

general economic conditions, especially in the New York City metropolitan area, including any economic downturn, recession, financial instability, impacts from government shutdowns or inflation;

 

•

the demand for sponsorship arrangements and for advertising;

 

•

competition, for example, from other teams and other sports and entertainment options;

 

•

changes in laws, NHL rules, regulations, guidelines, bulletins, directives, policies and agreements, including the NHL’s collective bargaining agreement (the “NHL CBA”) with its’ players association, salary floors and caps, escrow requirements, revenue sharing, media rights or other regulations under which we operate;

 

•

developments affecting the regional sports network industry, including the effects of such developments on MSG Networks Inc.’s (“MSG Networks”) solvency and its ability to perform its obligations under its local telecast rights agreement with us;

 

•

a default by our subsidiary under its credit facility;

 

•

any NHL or other work stoppage;

 

•

any economic, political or other actions, such as boycotts, protests, work stoppages or campaigns by labor organizations;

 

•

geopolitical risks, including the risks of foreign wars and conflicts, including the conflict with Iran and related unrest in the Middle East, on international, domestic and local economies;

 

•

the performance by our affiliates of their obligations under various agreements with the Company;

 

•

seasonal fluctuations and other variation in our operating results and cash flow from period to period;

 

•

the level of our expenses, including our corporate expenses;

 

•

the acquisition or disposition of assets or businesses and/or the impact of, and our ability to successfully pursue acquisitions or other strategic transactions;

 

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•

our ability to successfully integrate acquisitions or new businesses into our operations and the operating and financial performance of strategic acquisitions and investments, including those we may not control;

 

•

a pandemic or another public health emergency and our ability to effectively manage the impacts, including labor market disruptions;

 

•

actual or threatened activities or other developments that discourage or may discourage congregation at prominent places of public assembly, including Madison Square Garden Arena (“The Garden”) where the home games of the Rangers are played;

 

•

the impact of governmental regulations or laws, changes in how those regulations and laws are interpreted and the continued benefit of certain tax exemptions (including for The Garden) or tax deductions and the ability for us and Madison Square Garden Entertainment Corp. (“MSG Entertainment”) to maintain necessary permits or licenses;

 

•

operational, business, reputational, litigation and other risk if there is a security incident resulting in loss, disclosure or misappropriation of stored personal information or other breaches of our information security or if third party facilities, systems and/or software upon which we rely are interrupted or unavailable;

 

•

the impact of any government plans to redesign New York City’s Pennsylvania Station;

 

•

changes in international trade policies and practices, including tariffs, and the economic impacts, volatility and uncertainty resulting therefrom;

 

•

business, economic, reputational and other risks associated with, and the outcome of, litigation and other proceedings;

 

•

financial community and rating agency perceptions of our business, operations, financial condition and the industry in which we operate;

 

•

certain restrictions on transfer and ownership of our common stock related to our ownership of professional sports franchises in the NHL;

 

•

lack of operating history as a standalone public company and costs associated with being an independent public company;

 

•

the tax-free treatment of the Distribution;

 

•

our ability to achieve the intended benefits of the Distribution;

 

•

failure of the Company or MSG Sports to satisfy its obligations under transition services agreements or other agreements entered into in connection with the Distribution;

 

•

our status as an emerging growth company; and

 

•

the additional factors described under “Risk Factors” in this information statement.

We disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal securities laws.

All dollar amounts included in the following MD&A are presented in thousands, except as otherwise noted.

Introduction

This MD&A is provided as a supplement to, and should be read in conjunction with, the combined financial statements as of and for the fiscal years ended June 30, 2026, 2025 and 2024 and notes thereto (“Audited Combined Annual Financial Statements”), included elsewhere in this information statement, to help provide an

 

66

understanding of our financial condition, changes in financial condition and results of operations. The information included in this MD&A should also be read in conjunction with the pro forma financial information set forth within “Unaudited Pro Forma Combined Financial Information.” The Company reports on a fiscal year basis ending on June 30th (“Fiscal Year”). In this MD&A, the years ended on June 30, 2026, 2025, and 2024 are referred to as “Fiscal Year 2026”, “Fiscal Year 2025”, and “Fiscal Year 2024”, respectively.

Our MD&A is organized as follows:

Proposed Distribution and Basis of Presentation. This section provides a general description of the proposed spin-off that would separate the New York Knicks and New York Rangers businesses.

Business Overview. This section provides a general description of our business, as well as other matters that we believe are important in understanding our results of operations and financial condition and in anticipating future trends.

Results of Operations. This section provides an analysis of our results of operations for Fiscal Years 2026, 2025 and 2024, in each case on a combined basis.

Liquidity and Capital Resources. This section provides a discussion of our financial condition and liquidity, as well as an analysis of our cash flows for Fiscal Years 2026, 2025 and 2024, in each case on a combined basis. The discussion of our financial condition and liquidity includes summaries of our primary sources of liquidity and our contractual obligations and off-balance sheet arrangements that existed as of June 30, 2026.

Seasonality of Our Business. This section discusses the seasonal performance of the Company.

Recently Issued Accounting Pronouncements and Critical Accounting Estimates. This section includes a discussion of accounting policies considered to be important to our financial condition and results of operations and which require significant judgment and estimates on the part of management in their application. In addition, all of our significant accounting policies, including our critical accounting policies and estimates and recently issued accounting pronouncements, are discussed in the notes to our combined financial statements included elsewhere in this information statement.

Proposed Distribution and Basis of Presentation

On February 18, 2026, the board of directors of MSG Sports authorized MSG Sports management to explore a potential tax-free spin-off of the New York Rangers business from the New York Knicks business of MSG Sports, and on May 12, 2026, the MSG Sports board of directors approved the filing of a Form 10 registration statement and amendments thereto.

MSGS Spinco, Inc. was incorporated in the state of Nevada on April 28, 2026 to be the company to hold the New York Rangers business of MSG Sports. The spin-off is expected to be completed through a tax-free pro rata distribution of 100% of the common stock of the Company to MSG Sports stockholders (the “Distribution”).

Completion of the Distribution is subject to various conditions, including final approval by the board of directors of MSG Sports, league approval, receipt of a tax opinion from counsel and the filing and effectiveness of the Form 10 registration statement with the SEC.

The combined financial statements of the Company were prepared on a standalone basis and derived from the consolidated financial statements and accounting records of MSG Sports. These financial statements reflect the combined historical results of operations, financial position and cash flows of the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) and SEC Staff Accounting Bulletin Topic 1-B,

 

67

Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity. References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in this MD&A are to the FASB Accounting Standards Codification, also referred to as “ASC.”

Historically, separate financial statements have not been prepared for the Company and it has not operated as a standalone business from MSG Sports. The combined financial statements include certain assets and liabilities that have historically been held by MSG Sports or by other MSG Sports subsidiaries but are specifically identifiable or otherwise attributable to the Company. The combined financial statements are presented as if the Company’s businesses had been combined for all periods presented. The assets and liabilities in the combined financial statements have been reflected on a historical cost basis as all of the assets and liabilities presented are wholly owned by MSG Sports and are being transferred to the Company at a carry-over basis.

All intracompany transactions and balances within the combined businesses have been eliminated. Certain historical intercompany transactions between MSG Sports and the Company have been included as components of MSG Sports investment in the combined financial statements, as they are to be considered effectively settled upon effectiveness of the Distribution and were not historically settled in cash. See Note 15 to the Audited Combined Annual Financial Statements included elsewhere in this information statement for additional information.

The combined statements of operations and comprehensive (loss) income include allocations for certain support functions that are provided on a centralized basis and not historically recorded at the component level by MSG Sports, such as expenses related to executive management, finance, legal, human resources, government affairs, information technology and corporate operating lease costs. These expenses have been allocated to the Company from MSG Sports on the basis of direct usage when identifiable, with the remainder allocated on a pro-rata basis of combined revenue, headcount or other measures of the Company or MSG Sports, which is recorded as a component of either direct operating expenses or selling, general and administrative (“SG&A”) expenses. In addition, the combined businesses of the Company include the Madison Square Garden Training Center and certain group sales functions. Certain expenses associated with the Madison Square Garden Training Center and group sales functions have been allocated to MSG Sports from the Company on a pro-rata basis as a reduction of direct operating expenses or SG&A expenses. See Note 15 to the Audited Combined Annual Financial Statements included elsewhere in this information statement for additional information.

Management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses, are reasonable. Nevertheless, the combined financial statements may not include all of the actual expenses that would have been incurred by the Company and may not reflect its combined results of operations, financial position and cash flows had it been a standalone company during the periods presented. Actual costs that would have been incurred if the Company had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. The Company is unable to quantify the amounts that it would have recorded during the historical periods on a standalone basis as it is not practicable to do so. See “Unaudited Pro Forma Combined Financial Information — Notes to Unaudited Pro Forma Combined Financial Information.” and Note 2 to the Audited Combined Annual Financial Statements included elsewhere within this information statement for additional information.

Business Overview

The Company owns and operates one of the most storied franchises in all of professional sports, the Rangers of the NHL. The Rangers play their home games at The Garden, also known as The World’s Most Famous Arena. The Company also includes a development league team, the Hartford Wolf Pack of the American Hockey League. In addition, the Company operates a professional sports team performance center — the Madison Square Garden Training Center in Greenburgh, NY.

 

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Revenue Sources

We earn revenue from several primary sources: ticket sales and a portion of suite rental fees at The Garden, our share of distributions from NHL league-wide national and international media contracts and other league-wide revenue sources, sponsorships and signage, food and beverage sales at The Garden and merchandising. We also earn fees from MSG Networks for the local media rights to telecast the games of the Rangers. The amount of revenue we earn is influenced by many factors, including the popularity and on-ice performance of the Rangers (particularly the ability of the Rangers to reach and advance in the NHL playoffs) and general economic and health and safety conditions. In particular, when the Rangers have strong on-ice performance, we benefit from increased demand for tickets and premium hospitality, potentially greater food, beverage and merchandise sales from increased attendance and increased sponsorship opportunities. When the Rangers qualify for the playoffs, we also benefit from the attendance and in-game spending at the playoff games. The year-to-year impact of team performance is somewhat moderated by the fact that a significant portion of our revenue derives from media rights fees, suite rental fees and sponsorship and signage revenue, all of which are generally contracted on a multi-year basis. Nevertheless, the long-term performance of our business is tied to the success and popularity of the Rangers. In addition, due to the NHL playing season, revenues from our business are typically concentrated in the second and third quarters of each fiscal year.

Ticket Sales and Facility and Ticketing Fees

Ticket sales have historically constituted our largest single source of revenue. Tickets to Rangers home games are sold through season tickets (full and partial plans), which are typically held by long-term season ticket members, through group sales, and through single-game tickets, which are purchased by fans either individually or in multi-game packages. We generally review and set the price of our tickets before the start of the Rangers season. However, we dynamically price our individual tickets based on opponent, seat location, day of the week and other factors. We do not earn revenue from ticket sales for games played by the Rangers at their opponents’ arenas.

We also earn revenue in the form of certain fees added to ticket prices, which currently include a facility fee the Company charges on tickets it sells to Rangers games, except for season tickets.

Media Rights

We earn revenue from the licensing of media rights for Rangers home and away games and also through the receipt of our share of fees paid for league-wide media rights, which are awarded under contracts negotiated and administered by the NHL. Fees paid by telecasters under these arrangements are pooled by the NHL and then generally shared equally among all NHL teams.

The Company and MSG Networks are parties to a local telecast rights agreement covering the local telecast rights for the Rangers. On June 27, 2025, the Rangers and MSG Networks entered into an amendment with respect to the local telecast rights agreement. See “— Factors Affecting Operating Results — Amendments to Local Telecast Rights Agreement” for more information.

Suites and Clubs

We earn revenue through the sale of suite and premium club licenses at The Garden, which are generally sold by MSG Entertainment to corporate customers via multi-year licenses. Under standard licenses, the licensee pays an annual license fee, which varies depending on the location and type of the suite or club. The license fee includes, for each seat in the suite or club, tickets for Rangers home games, Knicks home games presented by MSG Sports, and other events at The Garden that are presented by MSG Entertainment for which tickets are sold to the general public, subject to certain exceptions. In addition, suite holders separately pay for food and beverage service in their suites at The Garden. Food and non-alcoholic beverage service is included in the annual license fee paid by club members.

 

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Because suite and club licenses cover Rangers home games, Knicks home games presented by MSG Sports, and events that MSG Entertainment presents at The Garden, suite and club rental revenue is shared between the Company, MSG Sports and MSG Entertainment under arena license agreements. The Company is party to the Arena License Agreement, which is a long term license agreement with MSG Entertainment that ends on June 30, 2055 that allows the Rangers to play their home games at The Garden.

Pursuant to the Arena License Agreement, the Rangers are entitled to 32.5% of the revenues received by MSG Entertainment in connection with suite and club licenses.

Sponsorships and Signage

We earn revenue through the sale of sponsorships and signage specific to the Rangers. Sales of Rangers specific signage generally involve the sale of advertising space within The Garden during Rangers home games and include the sale of signage on the ice and on the boards of the hockey rink and/or on the various scoreboards and display panels at The Garden, as well as virtual signage during Rangers broadcasts. We offer both television camera-visible and non-camera-visible signage space. We also earn a portion of revenues through MSG Entertainment’s sale of venue indoor signage space and sponsorship rights at The Garden that are not specific to the Rangers pursuant to the Arena License Agreement. Under the Arena License Agreement, the Rangers are entitled to 22.5% of revenue from certain shared arena sponsorship assets and 17.5% of revenue from any arena naming rights.

Sponsorship rights generally require the use of the name, logos and other trademarks of a sponsor in the advertising and in promotions for The Garden in general or the Rangers specifically during our sports events. Sponsorship arrangements may be exclusive within a particular sponsorship category or non-exclusive and generally permit a sponsor to use the name, logos and other trademarks of the Rangers and, in the case of sponsorship arrangements shared with MSG Sports, MSG Sports’ brands in connection with their own advertising, as well as in the case of sponsorship arrangements shared with MSG Entertainment, MSG Entertainment’s venues and brands in connection with their own advertising and in promotions in The Garden or in the community.

Food, Beverage and Merchandise Sales

We earn revenue from the sale of food and beverages during Rangers games at The Garden. In addition to concession-style sales of food and beverages, which represent the majority of food and beverage revenues, The Garden also provides higher-end dining at premium clubs as well as catering for suites. Pursuant to the Arena License Agreement, the Rangers receive 50% of net profits from the sales of food and beverages during their games at The Garden.

We also earn revenues from the sale of Rangers merchandise both through the in-venue and online sale of items bearing the logos or other marks of the Rangers and through our share of NHL distributions of royalties and other revenues from the NHL’s licensing of team and sports league trademarks, which are generally shared equally among the teams in the NHL. Pursuant to the Arena License Agreement, the Rangers pay MSG Entertainment a commission equal to 30% of revenues from the sales of their merchandise at The Garden.

Other

Amounts collected for ticket sales, media rights, suite licenses and clubs, sponsorships, and venue signage in advance of the Company’s satisfaction of its contractual performance obligations are recorded as deferred revenue and are recognized as revenues when earned.

 

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Expenses

Our most significant expenses are player and other team personnel salaries. We also incur costs for travel, player insurance, league operating assessments, NHL revenue sharing, and charges for transactions relating to players for career-ending and season-ending injuries, trades, and waivers and contract termination costs of players and other team personnel, including coaches and team executives.

Arena License Agreement

In addition, the Arena License Agreement provides for fixed payments to be made from inception through June 30, 2055 in 12 equal installments during each year of the contractual term. The contracted license fee for the first full contract year ended June 30, 2021 was approximately $16,700, and then for each subsequent year, the license fee is 103% of the license fee for the immediately preceding contract year. Recognition of operating lease costs is recorded on a straight-line basis as Rangers pre/regular season home games are played based upon the value of total future payments under the arrangement. Operating lease costs associated with the Rangers playing home games at The Garden included (i) $19,344, $18,781 and $18,234 of expense paid in cash for Fiscal Years 2026, 2025 and 2024, respectively, and (ii) a non-cash expense of $9,489, $10,052 and $10,599 for Fiscal Years 2026, 2025 and 2024, respectively.

Player Salaries, Escrow System/Revenue Sharing

The amount we pay an individual player is typically determined by negotiation between the player (typically represented by an agent) and us, and is generally influenced by the player’s past performance, the amounts paid to players with comparable past performance by other sports teams, and restrictions in the NHL CBA, including the salary floor and cap. The NHL CBA contains restrictions on when players may move between league clubs following expiration of their contracts and what rights their current and former clubs have.

NHL CBA. The current NHL CBA was scheduled to expire on September 15, 2026. On July 8, 2025, the NHL and the National Hockey League Players’ Association announced that a new four-year CBA had been ratified by the NHL Board of Governors and the NHL players. The new NHL CBA will be effective on September 15, 2026 and expires after the 2029-30 season. The NHL CBA provides for a salary floor (i.e., a floor on each team’s aggregate player salaries) and a “hard” salary cap (i.e., teams may not exceed a stated maximum), which are adjusted each season based upon league-wide revenues.

NHL Escrow System/Revenue Sharing. The NHL CBA, applicable prior to the 2026-27 season, provides that each season the NHL players in the aggregate receive as player compensation 50% of that season’s league-wide revenues. Because the aggregate amount to be paid to the players is based upon league-wide revenues and not on a team-by-team basis, the Company may pay its players a higher or lower percentage of the Rangers’ revenues than other NHL teams pay of their own revenues. In order to implement the escrow system, NHL teams may withhold a portion of each player’s salary and contribute the withheld amounts to an escrow account. If the league’s aggregate player compensation for a season exceeds the designated percentage (50%) of that season’s league-wide revenues, the excess is retained by the league. Any such excess funds are distributed to all teams in equal shares. In addition, the NHL CBA limits the amount of deductions to be withheld from player salaries each year. If annual escrow deductions from player salaries are insufficient to limit league-wide player salaries to 50% of that season’s league-wide revenues, any shortfall will be carried forward to future seasons and remain due from the players to the league. If the league’s aggregate player compensation for a season is less than the designated percentage (50%) of that season’s league-wide revenues, the deficiency is collected from the teams and distributed to the players.

The NHL CBA also provides for a revenue sharing plan. The plan generally requires the distribution of a pool of funds not more than 6.055% of league-wide revenues to certain qualifying lower-revenue teams and is funded as follows: (a) 50% from contributions by the top ten revenue earning teams (based on preseason and

 

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regular season revenues, net of arena costs) in accordance with a formula; (b) then from payments by teams participating in the playoffs, with each team contributing 35% of its gate receipts for each home playoff game; and (c) the remainder from centrally-generated NHL sources. Our net provisions for revenue sharing, net of escrow, for Fiscal Years 2026 and 2025 were approximately $43,530 and $43,828, respectively. The actual amounts for the 2025-26 and 2024-25 seasons may vary significantly from the recorded provision based on actual operating results for the league and all NHL teams for the season and other factors. The Rangers are consistently among the top ten revenue earning teams and, accordingly, have consistently contributed to the top ten revenue earning teams component of the plan.

The new NHL CBA, which is applicable starting with the 2026-27 season, includes certain changes to league rules and regulations, including replacing one preseason home game with a regular season home game, and changes to the revenue sharing plan which, beginning with the 2026-27 season, will be funded as follows: (a) 50% from contributions by the top eleven revenue earning teams (based on preseason and regular season revenues, net of arena costs) in accordance with a formula; (b) then from payments by teams participating in the playoffs, with each team contributing 35% of its gate receipts for each home playoff game in the first round of the playoffs and 50% of its gate receipts for each home playoff game in subsequent playoff rounds; and (c) the remainder from centrally-generated NHL sources. The Rangers are consistently among the top eleven revenue earning teams and, accordingly, are expected to contribute to the top eleven revenue earning teams component of the plan.

Other Team Operating Expenses

As a member of the NHL, the Rangers are also subject to league assessments, which include certain operating costs incurred by the NHL to operate the league. The governing body of the NHL determines the amount of each season’s league assessments that are required from each member team.

Direct variable day-of-event costs incurred at The Garden, such as the costs of front-of-house and back-of-house staff, including electricians, laborers, box office staff, ushers, security, and event production, are charged to the Company, and we also incur costs associated with VIP amenities provided to certain ticket holders. The Rangers also pay expenses associated with day-to-day operations, including for travel and player insurance.

In addition, our team operating expenses include operating costs of the Company’s training center in Greenburgh, NY. The operation of the Hartford Wolf Pack is reported as a net Rangers player development expense.

Other Expenses

Other expenses primarily include selling, general and administrative expenses that consist of (i) administrative costs, including compensation, and professional fees, (ii) fees related to the Company’s sponsorship sales and service representation agreement, entered into in April 2020 (the “Sponsorship Sales and Service Representation Agreement”), and (iii) sales and marketing costs. In addition, selling, general and administrative expenses includes allocations from MSG Sports for certain support functions that are provided on a centralized basis and not historically recorded at the component level by MSG Sports, such as expenses related to executive management, finance, legal, human resources, government affairs, information technology and corporate operating lease costs.

Factors Affecting Operating Results

General

Our operating results are largely dependent on the continued popularity and/or on-ice competitiveness of the Rangers, which have a direct effect on ticket sales for the team’s home games and are the team’s largest single

 

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source of revenue. In addition, the popularity of the Rangers can generate fan enthusiasm, resulting in sustained premium seating, suite, sponsorship, food and beverage and merchandise sales. Furthermore, success in the regular season may qualify the Rangers for participation in post-season playoffs, which provides us with a significant source of additional revenue, operating income and adjusted operating income. As with other sports teams, the competitive position of the Rangers depends primarily on our ability to develop, obtain and retain talented players, for which we compete with other professional hockey teams.

A significant factor in our ability to attract and retain talented players is player compensation. The Company’s operating results reflect the impact of high costs for player salaries and salaries of non-player team personnel. In addition, we have incurred significant charges for costs associated with transactions relating to our players for season-ending and career-ending injuries and for trades, waivers and contract terminations of players and other team personnel, including team executives. Waiver and termination costs reflect our efforts to improve the competitiveness of the Rangers. These transactions can result in significant charges as the Company recognizes the estimated ultimate costs of these events in the period in which they occur, although amounts due to these individuals are generally paid over their remaining contract terms. For example, the expenses for these transactions were a net provision of $4,628, $13,201 and $2,281 for Fiscal Years 2026, 2025 and 2024, respectively. These expenses add to the volatility of our operating results. We expect to continue to pursue opportunities to improve the overall quality of the Rangers and our efforts may result in continued significant expenses and charges. Such expenses and charges may result in future operating losses although it is not possible to predict their timing or amount. In addition, our performance has been, and may in the future be, impacted by work stoppages. See “— Risk Factors — Economic and Business Relationship Risks —Labor matters may have a material negative effect on our business and results of operations.”

In addition to our future performance being dependent upon the continued popularity and/or on-ice competitiveness of the Rangers, it is also dependent on general economic conditions, in particular those in the New York City metropolitan area, and the effect of these conditions on our customers. An economic downturn could adversely affect our business and results of operations as it may lead to lower demand for suite licenses and tickets to the games of the Rangers, which would also negatively affect merchandise and concession sales, as well as decrease levels of sponsorship and venue signage revenues.

Amendment to Local Telecast Rights Agreement

On June 27, 2025, the local telecast rights agreement between subsidiaries of MSG Networks and the Company was amended, as follows:

 

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A modification to the annual rights fee to effect an 18% reduction as of January 1, 2025;

 

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an elimination of the annual rights fee escalator; and

 

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a change to the contract expiration date to the end of the 2028-29 season, subject to MSG Networks’ right to make a firm offer for an additional term of not less than three seasons and to match a third-party offer unless the third-party offer provides rights fees for the first three years that are at least 110% of the rights fees specified in MSG Networks’ firm offer.

Concurrent with the amendment to the local telecast rights agreement, MSG Networks issued penny warrants to MSG Sports exercisable for 19.9% of the equity interests in MSG Networks. Concurrent with the Distribution, MSG Sports is expected to assign penny warrants to the Company exercisable for approximately 6.5% of the equity interests in MSG Networks.

As a result of the amendment to the local telecast rights agreement, local telecast rights fees revenues for Fiscal Years 2026 and 2025 have been recorded at the applicable reduced rate described above. The Company also expects to record local telecast rights fees revenues reflecting the reduced rates described above in future periods.

 

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Results of Operations

Combined Results of Operations

Comparison of Fiscal Year 2026 versus Fiscal Year 2025

The table below sets forth, for the periods presented, certain historical financial information.

 

		Years Ended June 30,								Change
		2026				2025				Amount				Percentage
Revenues		$	337,270			$	332,017			$	5,253			2 %
Direct operating expenses			262,605				256,473				6,132			2 %
Selling, general and administrative expenses			101,557				96,342				5,215			5 %
Depreciation and amortization			2,348				2,461				(113	)		(5)%
Restructuring charges			1,234				—				1,234			NM
Operating loss			(30,474	)			(23,259	)			(7,215	)		(31)%
Other income (expense):
Interest income			37				63				(26	)		(41)%
Interest expense			(3,630	)			(4,065	)			435			(11)%
Miscellaneous expense, net			(83	)			(585	)			502			86 %
Loss before income taxes			(34,150	)			(27,846	)			(6,304	)		(23)%
Income tax benefit			7,772				4,810				2,962			62 %
Net loss		$	(26,378	)		$	(23,036	)		$	(3,342	)		(15)%

NM — Percentage is not meaningful

Revenues

Revenues for Fiscal Year 2026 increased $5,253, or 2%, to $337,270 as compared to Fiscal Year 2025. The net increase was attributable to the following:

 

Increase in suite revenues		$	5,951
Increase in sponsorship and signage revenues			4,092
Increase in pre/regular season food, beverage and merchandise sales			2,147
Increase in revenues from league distributions			1,406
Decrease in pre/regular season ticket-related revenues			(5,009	)
Decrease in revenues from local media rights fees			(3,831	)
Other net increases			497
		$	5,253

The increase in suite revenues was primarily due to higher net sales of suite products.

The increase in sponsorship and signage revenues was primarily due to higher net sales of existing sponsorship and signage inventory.

The increase in pre/regular season food, beverage and merchandise sales was primarily due to higher online sales of merchandise. Merchandise sales for the Fiscal Year 2026 included the positive impact of new Rangers’ jersey launches.

The increase in revenues from league distributions was primarily due to increased rights fees under the NHL’s national media rights agreements and an increase in certain league distributions unrelated to national media rights fees.

 

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The decrease in pre/regular season ticket-related revenues was primarily due to lower average per-game revenue.

The decrease in revenues from local media rights fees was primarily due to reduced local telecast rights fees as a result of amendments to the Rangers’ local telecast rights agreement with MSG Networks entered into in the fourth quarter of Fiscal Year 2025. See “— Factors Affecting Operating Results — Amendments to Local Telecast Rights Agreement” above for more information. Stated annual local media rights fees, subject to adjustments in certain circumstances, including if the Company does not make available a minimum number of games in the year, after consideration of the local telecast rights amendment, were $35,450 for Fiscal Year 2026 as compared to $39,276 in stated annual local media rights fees for Fiscal Year 2025.

Direct operating expenses

Direct operating expenses generally include:

 

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compensation expense for our team’s players and certain other team personnel;

 

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arena license fees recognized as operating lease costs associated with the Rangers playing home games at The Garden;

 

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cost of team personnel transactions for waivers/contract termination costs, trades, and season-ending player injuries (net of anticipated insurance recoveries) of players and other team personnel, including coaches;

 

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NHL revenue sharing (net of escrow and excluding playoffs);

 

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other team operating expenses, including variable day-of-event costs, team travel, player insurance, operating costs of the Company’s training center, and league assessments;

 

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the cost of merchandise sales; and

 

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playoff related expenses, which include NHL revenue sharing and other team operating expenses, as described above.

Direct operating expenses for Fiscal Year 2026 increased $6,132, or 2%, to $262,605 as compared to Fiscal Year 2025. The net increase was attributable to the following:

 

Increase in team personnel compensation		$	9,781
Increase in other team operating expenses			3,387
Increase in pre/regular season expense associated with merchandise sales			1,443
Decrease in net provisions for certain team personnel transactions			(8,573	)
Other net increases			94
		$	6,132

The increase in team personnel compensation was primarily due to changes in the Rangers roster.

The increase in other team operating expenses was primarily due to higher average per-game expenses, including higher team travel expenses.

The increase in pre/regular season expense associated with merchandise sales was primarily due to higher online sales of merchandise. Merchandise sales for Fiscal Year 2026 included the positive impact of new Rangers’ jersey launches.

 

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Net provisions for certain team personnel transactions were as follows:

 

		Years Ended June 30,								Decrease
		2026				2025
Player trades		$	4,339			$	7,600			$	(3,261	)
Waivers/contract terminations			289				5,468				(5,179	)
Season-ending player injuries			—				133				(133	)
Net provisions for certain team personnel transactions		$	4,628			$	13,201			$	(8,573	)

Selling, general and administrative expenses

Selling, general and administrative expenses primarily consist of (i) administrative costs, including compensation, and professional fees, (ii) fees related to the Company’s Sponsorship Sales and Service Representation Agreement, and (iii) sales and marketing costs. In addition, selling, general and administrative expenses includes allocations from MSG Sports for certain support functions that are provided on a centralized basis and not historically recorded at the component level by MSG Sports, such as expenses related to executive management, finance, legal, human resources, government affairs, information technology and corporate operating lease costs. Selling, general and administrative expenses generally do not fluctuate in line with changes in the Company’s revenues and direct operating expenses.

Selling, general and administrative expenses for Fiscal Year 2026 increased $5,215, or 5%, to $101,557 as compared to Fiscal Year 2025 primarily due to (i) higher corporate allocations from MSG Sports related to employee compensation and related benefits of $4,140, including executive management transition costs of $2,626 recognized in Fiscal Year 2026, (ii) corporate allocations from MSG Sports related to the Distribution of $1,370, (iii) higher corporate allocations from MSG Sports related to MSG Sports’ services agreement with MSG Entertainment of $1,122 and (iv) higher other general and administrative expenses. This increase was partially offset by lower professional fees of $2,182.

Restructuring charges

Restructuring charges for Fiscal Year 2026 were $1,234 due to termination benefits provided as part of a voluntary exit program the Company implemented during Fiscal Year 2026. There were no restructuring charges for Fiscal Year 2025.

Operating loss

Operating loss for Fiscal Year 2026 increased $7,215, or 31%, to $30,474 as compared to Fiscal Year 2025 primarily due to higher direct operating expenses and higher selling, general and administrative expenses, partially offset by higher revenues.

Income taxes

Income tax benefit for Fiscal Year 2026 of $7,772 reflects an effective tax rate of 23%. The effective tax rate differs from the income tax benefit derived from applying the statutory federal rate of 21% to pretax loss primarily due to state and local tax benefit of $2,659, partially offset by income tax expense from nondeductible officers’ compensation of $1,427 and nondeductible disability insurance premiums of $534.

Income tax benefit for Fiscal Year 2025 of $4,810 reflects an effective tax rate of 17%. The effective tax rate differs from the income tax benefit derived from applying the statutory federal rate of 21% to pretax loss

 

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