SCHEDULE: Dolan Family Reshuffles MSG Entertainment Holdings
Beneficial Ownership Update
The Dolan family group has updated its beneficial ownership in Madison Square Garden Entertainment Corp., reflecting internal transfers and new trust members.
Summary
- The Charles F. Dolan 2009 Revocable Trust is no longer a beneficial owner, having transferred all its Class B Common Stock.
- Patrick F. Dolan and three new trusts (Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber, and Kathleen M. Dolan 2012 Descendants Trust) have been added to the reporting group.
- On September 8, 2025, 341,684 shares of Class B Common Stock were transferred from the CFD 2009 Trust to other Group Members at a valuation of $41.54 per share, as partial repayment of promissory notes.
- The aggregate beneficial ownership of the Group Members is 8,552,403 shares of Class A Common Stock, representing approximately 17.9% of the total outstanding Common Stock.
- James L. Dolan received grants of 113,218 restricted stock units and 113,218 performance restricted stock units on August 25, 2025.
- An additional 100,429 performance restricted stock units granted to James L. Dolan on April 20, 2023, vested on September 15, 2025, due to performance condition satisfaction.
Sentiment
Score: 5
Explanation: The filing is neutral, detailing internal ownership restructuring and stock unit grants/vesting. It does not contain information that would significantly alter the perception of the company's operational or financial health.
Positives
- Satisfaction of performance conditions for James L. Dolan's 100,429 performance restricted stock units, leading to their vesting.
- Continued consolidation of ownership within the Dolan family, potentially indicating long-term commitment to the company.
Future Outlook
The filing primarily details past and current ownership structure changes and does not provide explicit forward-looking statements or guidance regarding the company's operational or financial performance. It does mention future vesting dates for stock units for James L. Dolan, with restricted stock units scheduled to vest in three equal installments on September 15, 2026, 2027, and 2028, and performance restricted stock units cliff vesting after three years subject to conditions.
Industry Context
This filing is an internal ownership restructuring within a controlling family group and does not provide information directly related to broader industry trends or competitors. It primarily concerns the internal governance and beneficial ownership structure of Madison Square Garden Entertainment Corp. by the Dolan family.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Group Member | Charles F. Dolan 2009 Revocable Trust | NA | 2025-09-08 | Transferred all shares of Class B Common Stock to other Group Members. |
| Group Member | NA | Patrick F. Dolan | 2025-09-08 | Addition as a new Group Member. |
| Group Member | NA | Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan | 2025-09-08 | Addition as a new Group Member. |
| Group Member | NA | CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber | 2025-09-08 | Addition as a new Group Member. |
| Group Member | NA | Kathleen M. Dolan 2012 Descendants Trust | 2025-09-08 | Addition as a new Group Member. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Class B Stockholders' Agreement | The CFD 2009 Trust ceased to be a party, and the New Group Members became parties to the agreement. | 2025-09-08 | Reflects updated control and voting arrangements among the controlling family group. |
| Registration Rights Agreements | The Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan, Charles F. Dolan Children Trust FBO Deborah Dolan-Sweeney, CFD 2010 Grandchildren Trust FBO Descendants of Marianne E. Dolan Weber, and Kathleen M. Dolan 2012 Descendants Trust each became a party to the Dolan Affiliates Agreement. | 2025-09-08 | Ensures registration rights for newly included trusts, facilitating potential future liquidity for their Class B Common Stock. |
Legal Proceedings
- No New Group Member has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
- No New Group Members has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Related Party Transactions
- Transfer of 341,684 shares of Class B Common Stock from the CFD 2009 Trust to certain Group Members (all related parties) as partial repayment of promissory notes, valued at $41.54 per share.
- Grants of 113,218 restricted stock units and 113,218 performance restricted stock units to James L. Dolan, a key management figure and beneficial owner, on August 25, 2025.
- Vesting of 100,429 performance restricted stock units for James L. Dolan (granted April 20, 2023) on September 15, 2025.
Stakeholder Impact
- Shareholders: Clarifies the beneficial ownership structure and control within the Dolan family group. The internal transfers do not directly impact the company's operations or public float but reinforce the family's control.
- Management: James L. Dolan's continued receipt and vesting of stock units align his interests with long-term company performance.
Next Steps
- Vesting and settlement of James L. Dolan's restricted stock units in three equal installments on September 15, 2026, September 15, 2027, and September 15, 2028.
- Cliff vesting of James L. Dolan's 113,218 performance restricted stock units after three years, subject to the satisfaction of certain performance conditions.
Key Dates
| Date | Description |
|---|---|
| 2023-04-20 | Date James L. Dolan received a grant of performance restricted stock units under the Madison Square Garden Entertainment Corp. 2023 Employee Stock Plan. |
| 2023-04-28 | Original Schedule 13D filed by the initial Reporting Persons. |
| 2023-09-22 | Amendment No. 1 to Schedule 13D filed. |
| 2024-03-19 | Amendment No. 2 to Schedule 13D filed. |
| 2024-12-31 | Amendment No. 3 to Schedule 13D filed. |
| 2025-02-04 | Amendment No. 4 to Schedule 13D filed. |
| 2025-07-31 | Date of outstanding Class A Common Stock reported by the Issuer in its Annual Report on Form 10-K. |
| 2025-08-13 | Date Issuer's Annual Report on Form 10-K was filed with the SEC. |
| 2025-08-25 | James L. Dolan received grants of 113,218 restricted stock units and 113,218 performance restricted stock units. |
| 2025-09-04 | Date of Power of Attorney for Patrick F. Dolan and related trusts. |
| 2025-09-08 | Date of event requiring filing of this statement; CFD 2009 Trust transferred all Class B Common Stock to other Group Members and ceased to be a beneficial owner and Group Member; New Group Members became parties to the Class B Stockholders' Agreement and Registration Rights Agreements. |
| 2025-09-10 | Date of filing of this Amendment No. 5 and Joint Filing Agreement. |
| 2025-09-15 | 100,429 performance restricted stock units granted to James L. Dolan on April 20, 2023, are scheduled to vest and settle. |
| 2026-09-15 | First installment of 113,218 restricted stock units granted to James L. Dolan on August 25, 2025, is scheduled to vest and settle. |
| 2027-09-15 | Second installment of 113,218 restricted stock units granted to James L. Dolan on August 25, 2025, is scheduled to vest and settle. |
| 2028-09-15 | Third installment of 113,218 restricted stock units granted to James L. Dolan on August 25, 2025, is scheduled to vest and settle. |
Recommendation
holdThe filing details internal beneficial ownership changes and stock unit grants/vesting for a key executive. These are largely administrative and pre-planned events within the controlling family group and do not provide new information that would warrant a change in investment thesis regarding the company's operational performance or strategic direction. Therefore, a 'hold' recommendation is appropriate as the fundamental outlook remains unchanged based on this filing.
Keywords
Madison Square Garden Entertainment, MSG Entertainment, Beneficial Ownership, Dolan Family, SEC Filing, Schedule 13D, Corporate Governance, Trusts, Stock Units, Class A Common Stock, Class B Common Stock
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