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SPHERE ENTERTAINMENT CO.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except per share data)
As of
June 30, December 31,
2026 2025
ASSETS
Current Assets:
Cash, cash equivalents, and restricted cash $ 552,019 $ 521,264
Accounts receivable, net 152,316 171,630
Related party receivables, current 12,802 24,457
Prepaid expenses and other current assets 66,906 92,824
Total current assets 784,043 810,175
Non-Current Assets:
Investments 37,309 38,725
Property and equipment, net 2,550,078 2,710,643
Right-of-use lease assets 96,500 91,372
Goodwill 344,772 344,772
Intangible assets, net 18,506 21,817
Other non-current assets 204,760 192,404
Total assets $ 4,035,968 $ 4,209,908
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable $ 13,880 $ 24,593
Accrued expenses and other current liabilities 391,507 431,477
Related party payables, current 4,234 14,301
Current portion of long-term debt, net 58,263 63,009
Operating lease liabilities, current 14,085 17,186
Deferred revenue 158,443 192,808
Total current liabilities 640,412 743,374
Non-Current Liabilities:
Long-term debt, net 722,142 767,439
Operating lease liabilities, non-current 118,816 113,824
Deferred tax liabilities, net 135,198 172,111
Other non-current liabilities 191,542 179,921
Total liabilities 1,808,110 1,976,669
Commitments and contingencies (see Note 9)
Equity:
Class A Common Stock (a) 301 297
Class B Common Stock (b) 69 69
Additional paid-in capital 2,499,315 2,470,120
Treasury stock, at cost, 1,054 shares as of June 30, 2026 and December 31, 2025 (50,024) (50,024)
Accumulated deficit (220,308) (186,441)
Accumulated other comprehensive loss (1,495) (782)
Total stockholders’ equity 2,227,858 2,233,239
Total liabilities and equity $ 4,035,968 $ 4,209,908
__________________
(a) Class A Common Stock, $0.01 par value per share, 120,000 shares authorized; 29,046 and 28,629 shares outstanding as of June 30, 2026 and December 31, 2025, respectively.
(b) Class B Common Stock, $0.01 par value per share, 30,000 shares authorized; 6,867 shares outstanding as of June 30, 2026 and December 31, 2025.
See accompanying notes to the unaudited condensed consolidated financial statements.
1
SPHERE ENTERTAINMENT CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Revenues (a) $ 313,639 $ 282,677 $ 700,051 $ 563,251
Operating expenses:
Direct operating expenses (a) 151,063 131,318 320,710 289,641
Selling, general and administrative expenses (a) 139,207 113,023 260,910 227,292
Depreciation and amortization 84,308 83,907 168,675 168,136
Impairments and other losses, net — 3,641 79 4,162
Restructuring charges 323 947 3,737 2,788
Operating loss (61,262) (50,159) (54,060) (128,768)
Other income (expense):
Gain (loss) on extinguishment of debt — 346,092 (2,071) 346,092
Interest income 4,786 4,084 8,737 7,962
Interest expense (8,273) (25,862) (16,312) (52,068)
Other expense, net (504) (400) (1,928) (1,740)
(Loss) income from continuing operations before income taxes (65,253) 273,755 (65,634) 171,478
Income tax benefit (expense) 26,926 (121,939) 31,767 (101,616)
Net (loss) income (38,327) 151,816 (33,867) 69,862
Less: Net income attributable to participating securities 461 — 6,514 —
Net (loss) income attributable to Sphere Entertainment Co.’s stockholders $ (38,788) $ 151,816 $ (40,381) $ 69,862
Basic (loss) income per common share attributable to Sphere Entertainment Co.’s stockholders $ (1.07) $ 4.18 $ (1.12) $ 1.93
Diluted (loss) income per common share attributable to Sphere Entertainment Co.’s stockholders $ (1.07) $ 3.39 $ (1.12) $ 1.56
Weighted-average number of common shares outstanding:
Basic 36,150 36,283 36,015 36,196
Diluted 36,150 44,848 36,015 44,865
_________________
(a) See Note 14. Related Party Transactions, for further information on related party revenues and expenses.
See accompanying notes to the unaudited condensed consolidated financial statements.
2
SPHERE ENTERTAINMENT CO.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)
(in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Net (loss) income $ (38,327) $ 151,816 $ (33,867) $ 69,862
Other comprehensive (loss) income, before income taxes:
Pension plans and postretirement plans:
Amortization of net actuarial loss and prior service credit included in net periodic benefit cost, net 109 85 218 170
Net unamortized loss arising during the period (481) (319) (962) (637)
Cumulative translation adjustments (104) 8,721 (215) 10,662
Other comprehensive (loss) income, before income taxes (476) 8,487 (959) 10,195
Income tax benefit (expense) 122 (2,998) 246 (2,721)
Other comprehensive (loss) income, net of income taxes (354) 5,489 (713) 7,474
Comprehensive (loss) income $ (38,681) $ 157,305 $ (34,580) $ 77,336
See accompanying notes to the unaudited condensed consolidated financial statements.
3
SPHERE ENTERTAINMENT CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Six Months Ended
June 30,
2026 2025
OPERATING ACTIVITIES:
Net (loss) income $ (33,867) $ 69,862
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization 168,675 168,136
Impairments and other losses, net 79 4,162
Amortization of debt discount and deferred financing costs 1,834 1,354
Amortization of deferred production content 19,883 13,089
Deferred income tax (benefit) expense (36,667) 98,997
Share-based compensation expense 31,632 40,445
Net unrealized and realized loss (gain) on equity investments with readily determinable fair value and loss in nonconsolidated affiliates 1,134 (601)
Loss (gain) on extinguishment of debt 2,071 (360,155)
Other non-cash adjustments 196 (1,700)
Change in assets and liabilities:
Accounts receivable, net 19,314 3,400
Related party receivables and payables, net 1,588 11,026
Prepaid expenses and other current and non-current assets (6,189) (52,704)
Accounts payable (10,713) (18,831)
Accrued and other current and non-current liabilities (30,059) (30,989)
Deferred revenue (23,091) 3,301
Right-of-use lease assets and operating lease liabilities (3,237) (1,503)
Net cash provided by (used in) operating activities 102,583 (52,711)
INVESTING ACTIVITIES:
Capital expenditures, net (19,365) (32,144)
Proceeds from dispositions, net — 48,757
Other investing activities (262) (172)
Net cash (used in) provided by investing activities (19,627) 16,441
FINANCING ACTIVITIES:
Repayment of debt (135,000) —
Proceeds from issuance of debt 135,000 —
Principal repayments on debt (49,505) (105,000)
Taxes paid in lieu of shares issued for share-based compensation (9,622) (6,059)
Proceeds from exercise of stock options 6,999 —
Net cash used in financing activities (52,128) (111,059)
Effect of exchange rates on cash, cash equivalents, and restricted cash (73) 623
Net increase (decrease) in cash, cash equivalents, and restricted cash 30,755 (146,706)
Cash, cash equivalents, and restricted cash at beginning of period 521,264 515,633
Cash, cash equivalents, and restricted cash at end of period $ 552,019 $ 368,927
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures incurred but not yet paid $ — $ 2,413
Share-based compensation capitalized in property and equipment $ 190 $ 546
See accompanying notes to the unaudited condensed consolidated financial statements.
4
SPHERE ENTERTAINMENT CO.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
Common Stock Issued Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity
Balance as of December 31, 2025 $ 366 $ 2,470,120 $ (50,024) $ (186,441) $ (782) $ 2,233,239
Net income — — — 4,460 — 4,460
Other comprehensive loss, net of taxes — — — — (359) (359)
Share-based compensation expense — 13,999 — — — 13,999
Stock options exercised — 2,507 — — — 2,507
Tax withholding associated with shares issued for share-based compensation 2 (5,921) — — — (5,919)
Balance as of March 31, 2026 $ 368 $ 2,480,705 $ (50,024) $ (181,981) $ (1,141) $ 2,247,927
Net loss — — — (38,327) — (38,327)
Other comprehensive loss, net of taxes — — — — (354) (354)
Share-based compensation expense — 17,823 — — — 17,823
Stock options exercised — 4,492 — — — 4,492
Tax withholding associated with shares issued for share-based compensation 2 (3,705) — — — (3,703)
Balance as of June 30, 2026 $ 370 $ 2,499,315 $ (50,024) $ (220,308) $ (1,495) $ 2,227,858
See accompanying notes to the unaudited condensed consolidated financial statements.
5
Common Stock Issued Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity
Balance as of December 31, 2024 $ 359 $ 2,428,414 $ (219,846) $ (7,508) $ 2,201,419
Net loss — — (81,954) — (81,954)
Other comprehensive income, net of taxes — — — 1,985 1,985
Share-based compensation expense — 21,921 — — 21,921
Tax withholding associated with shares issued for share-based compensation — (1,307) — — (1,307)
Balance as of March 31, 2025 $ 359 $ 2,449,028 $ (301,800) $ (5,523) $ 2,142,064
Net income — — 151,816 — 151,816
Other comprehensive income, net of taxes — — — 5,489 5,489
Share-based compensation expense — 19,070 — — 19,070
Tax withholding associated with shares issued for share-based compensation 1 (4,753) — — (4,752)
Balance as of June 30, 2025 $ 360 $ 2,463,345 $ (149,984) $ (34) $ 2,313,687
See accompanying notes to the unaudited condensed consolidated financial statements.
6
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
All amounts included in the following notes to condensed consolidated financial statements (unaudited) are presented in USD and in thousands, except per share data or as otherwise noted.0
Note 1. Description of Business and Basis of Presentation
Description of Business
Sphere Entertainment Co. (together with its subsidiaries, the “Company” or “Sphere Entertainment”) is a leader in immersive experiences, technology and media and is comprised of two reportable segments, Sphere and MSG Networks. Sphere® is an experiential medium powered by advanced technologies, and MSG Networks operates two regional sports and entertainment networks, as well as a direct-to-consumer (“DTC”) and authenticated streaming product.
Sphere: This segment reflects Sphere, an experiential medium powered by advanced technologies that bring storytelling to a new level. The Company’s first Sphere venue opened in Las Vegas on September 29, 2023. The entire exterior surface of Sphere, referred to as the Exosphere®, is covered with nearly 580,000 square feet of fully programmable LED lighting, creating the largest LED screen in the world and an impactful display for artistic and branded content. Inside, the venue features a 16K x 16K interior display plane – the world’s highest-resolution LED screen that wraps up, over, and around the audience creating a fully immersive visual environment. In addition, Sphere’s advanced technologies include Sphere Immersive SoundTM – Sphere’s proprietary audio system – as well as haptic seating and 4D environmental effects. The venue can accommodate up to 20,000 guests and hosts a wide variety of events year-round, including The Sphere ExperienceTM, which features original immersive productions, as well as concerts and residencies from renowned artists, and marquee sports and brand events (formerly referred to as corporate events). Production efforts for Sphere events are supported by Sphere StudiosTM, an immersive content studio dedicated to creating multi-sensory experiences exclusively for Sphere, using proprietary technology, tools and production facilities. Sphere Studios is home to a team of creative, production, technology and software engineering experts who provide full in-house creative and production services. The studio campus in Burbank includes a 68,000-square-foot development facility, as well as Big Dome, a 28,000-square-foot, 100-foot high custom dome, with a quarter-sized version of the interior display plane at Sphere in Las Vegas, that serves as a specialized screening, production facility, and lab for content at Sphere.
The Company is focused on creating a global network of Spheres. The Company is working with the Department of Culture and Tourism – Abu Dhabi (“DCT Abu Dhabi”) to bring Sphere to Abu Dhabi, United Arab Emirates. In May 2026, Yas Island was selected as the site for Sphere Abu Dhabi. DCT Abu Dhabi is funding construction, which is expected to be completed by end of 2029. In January 2026, the Company, the State of Maryland, Prince George’s County, and Peterson Companies announced the Company’s intent to develop a new Sphere venue at National Harbor, Maryland.
MSG Networks: This segment is comprised of the Company’s regional sports and entertainment networks, MSG Network and MSG Sportsnet, as well as its DTC and authenticated streaming offering, MSG+ (which is currently included in the Gotham Sports streaming product and is anticipated to be available through the DAZN streaming product during the 2026-2027 National Basketball Association (the “NBA”) and National Hockey League (the “NHL”) seasons). MSG Networks serves the New York designated market area, as well as other portions of New York, New Jersey, Connecticut and Pennsylvania and features a wide range of sports content, including exclusive live local games and other programming of the New York Knicks of the NBA and the New York Rangers, New York Islanders, New Jersey Devils and Buffalo Sabres of the NHL, as well as significant coverage of the New York Giants and the Buffalo Bills of the National Football League.
The Company was originally organized under the laws of the State of Delaware and, on June 4, 2025, redomesticated to the State of Nevada by conversion. The Company conducts substantially all of its business activities presented in the accompanying condensed consolidated financial statements through Sphere Entertainment Group, LLC (“Sphere Entertainment Group”) and MSG Networks Inc. (together with its subsidiaries, “MSG Networks”), and each of their direct and indirect subsidiaries.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions of Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The condensed consolidated financial statements herein should be read in conjunction with the consolidated financial statements and the notes thereto as of December 31, 2025 and 2024 and for the year ended December 31, 2025, the six-month transition period ended December 31, 2024 and the fiscal years ended June 30, 2024 and 2023 (the
“Audited Consolidated Annual Financial Statements”) included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2025 filed with the SEC on February 12, 2026 (the “Form 10-K”).
In the opinion of the Company, the accompanying condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of June 30, 2026 and its results of operations for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30,
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SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
2026 and 2025. The condensed consolidated balance sheet as of June 30, 2026 and December 31, 2025 and the accompanying notes were derived from the Audited Consolidated Financial Statements, but do not contain all of the footnote disclosures from the Audited Consolidated Financial Statements.
The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year. For example, our MSG Networks segment earns a higher share of its annual revenues in the first and fourth quarters as a result of MSG Networks’ advertising revenue being largely derived from the sale of inventory in its live NBA and NHL professional sports programming.
Reclassifications
For purposes of comparability, certain prior period amounts have been reclassified to conform to the current year presentation in accordance with GAAP.
Note 2. Accounting Policies
Principles of Consolidation
The condensed consolidated financial statements of the Company include the accounts of Sphere Entertainment Co. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the provision for credit losses, valuation of investments, goodwill, intangible assets, deferred production content costs, other long-lived assets, deferred tax assets, pension and other postretirement benefit obligations and the related net periodic benefit cost, ultimate revenue, and other liabilities. In addition, estimates are used in revenue recognition, rights fees expense, performance and share-based compensation, depreciation and amortization, litigation matters and other matters. Management believes its use of estimates in the condensed consolidated financial statements to be reasonable.
Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and, as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s condensed consolidated financial statements in future periods.
Recently Issued and Adopted Accounting Pronouncements
Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses, requiring additional disclosures about specified categories of expenses included in certain expense captions presented on the face of the income statement. This standard will be effective for the Company as of and for the annual period ending December 31, 2027, and may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. The Company continues to evaluate the impact of adopting this guidance on the Company’s condensed consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-04, Induced Conversions of Convertible Debt Instruments, providing clarification on the requirements for determining whether certain settlements of convertible debt should be accounted for as induced conversions. This ASU will be effective for the Company as of and for the annual period ending December 31, 2026, and may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance to have a material impact on the Company’s condensed consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, clarifying and modernizing the accounting for costs related to internal-use software. The ASU removes the consideration of software project
8
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
development stages. Under the new guidance, cost capitalization would begin when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform its intended function (referred to as the “probable-to-complete recognition threshold”). This standard will be effective for the Company in the first quarter of the annual period ending December 31, 2028 and early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the Company’s condensed consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which provides a comprehensive list within Topic 270 of required interim disclosures, establishes a principle requiring disclosure of events or changes occurring after the end of the most recent annual reporting period that have a material impact on interim results and clarifies the form and content requirements applicable to interim financial statements. According to the ASU, the FASB does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. The update will be effective for the Company for interim reporting periods within the year ending December 31, 2028. The Company does not expect the adoption to have a material impact on the Company’s condensed consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to (i) clarify, (ii) correct errors in, or (iii) make other minor improvements to a variety of topics in the Accounting Standards Codification (“ASC”). The amendments are intended to make the Accounting Standards Codification easier to understand and apply. The standard is effective for the Company’s year ending December 31, 2027, including interim periods within the year. The Company does not expect the adoption to have a material impact on the Company’s condensed consolidated financial statements and disclosures.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides all entities with a practical expedient that allows for the assumption that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating credit losses for such assets. This standard was effective for the Company in the first quarter of the annual period ending December 31, 2026 and early adoption is permitted. The Company early adopted ASU 2025-05 as of the fourth quarter of 2025. Adoption of the ASU did not have a material impact on the Company’s consolidated financial statements.
Note 3. Revenue Recognition
Contracts with Customers
See Note 2. Summary of Significant Accounting Policies and Note 5. Revenue Recognition, to the Audited Consolidated Financial Statements included in the Form 10-K, for more information regarding the details of the Company’s revenue recognition policies. All revenue recorded in the condensed consolidated statements of operations is considered to be revenue from contracts with customers in accordance with ASC Topic 606, Revenue From Contracts with Customers, except for revenues from subleases that are accounted for in accordance with ASC Topic 842, Leases.
Disaggregation of Revenue
The following tables disaggregate the Company’s consolidated revenues by segment and type of goods or services for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
June 30, 2026
Sphere MSG Networks Total
Ticketing and venue license fee revenues (a) $ 150,235 $ — $ 150,235
Sponsorship, signage, Exosphere advertising, and suite license revenues (b) 34,760 — 34,760
Food, beverage, and merchandise revenues (c) 35,951 — 35,951
Media networks revenues (b) — 87,286 87,286
Other 4,971 — 4,971
Total revenues from contracts with customers 225,917 87,286 313,203
Revenues from subleases 436 — 436
Total revenues $ 226,353 $ 87,286 $ 313,639
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SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Three Months Ended
June 30, 2025
Sphere MSG Networks Total
Ticketing and venue license fee revenues (a) $ 117,810 $ — $ 117,810
Sponsorship, signage, Exosphere advertising, and suite license revenues (b) 22,624 — 22,624
Food, beverage, and merchandise revenues (c) 27,884 — 27,884
Media networks revenues (b) — 107,090 107,090
Other 6,830 — 6,830
Total revenues from contracts with customers 175,148 107,090 282,238
Revenues from subleases 439 — 439
Total revenues $ 175,587 $ 107,090 $ 282,677
Six Months Ended
June 30, 2026
Sphere MSG Networks Total
Ticketing and venue license fee revenues (a) $ 348,538 $ — $ 348,538
Sponsorship, signage, Exosphere advertising, and suite license revenues (b) 61,826 — 61,826
Food, beverage, and merchandise revenues (c) 69,669 — 69,669
Media networks revenues (b) — 207,733 207,733
Other 11,410 — 11,410
Total revenues from contracts with customers 491,443 207,733 699,176
Revenues from subleases 875 — 875
Total revenues $ 492,318 $ 207,733 $ 700,051
Six Months Ended
June 30, 2025
Sphere MSG Networks Total
Ticketing and venue license fee revenues (a) $ 225,136 $ — $ 225,136
Sponsorship, signage, Exosphere advertising, and suite license revenues (b) 46,798 — 46,798
Food, beverage, and merchandise revenues (c) 47,773 — 47,773
Media networks revenues (b) — 230,119 230,119
Other 12,482 — 12,482
Total revenues from contracts with customers 332,189 230,119 562,308
Revenues from subleases 943 — 943
Total revenues $ 333,132 $ 230,119 $ 563,251
_________________
(a) Amounts include ticket sales, other ticket-related revenue, and venue license fees from the Company’s events such as (i) concerts, (ii) The Sphere Experience, (iii) brand events and (iv) other live entertainment and sporting events. These revenues are generally recognized at a point in time.
(b) Sponsorship and signage, Exosphere advertising, suite licenses, and media related revenues are generally recognized over time.
(c) Food, beverage, and merchandise revenues are generally recognized at a point in time.
10
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Contract Balances
The following table provides information about contract balances from the Company’s contracts with customers as of June 30, 2026 and December 31, 2025:
As of
June 30, December 31,
2026 2025
Receivables from contracts with customers, net (a) $ 152,445 $ 173,525
Contract assets, current (b) 178 445
Deferred revenue, including non-current portion (c) 227,080 250,170
_________________
(a) As of June 30, 2026 and December 31, 2025, the Company’s receivables from contracts with customers, net above included $129 and $1,895, respectively, related to various related parties. See Note 14 . Related Party Transactions for further details on these related party arrangements.
(b) Contract assets, current, which are reported as Prepaid expenses and other current assets,in the Company’s condensed consolidated balance sheets, primarily relate to the Company’s rights to consideration for goods or services transferred to customers, for which the Company does not have an unconditional right to bill as of the reporting date. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional.
(c) Deferred revenue primarily relates to the Company’s receipt of consideration from customers in advance of the Company’s transfer of goods or services to the customers. Deferred revenue is reduced and the related revenue is recognized once the underlying goods or services are transferred to a customer. Revenue recognized for the three and six months ended June 30, 2026 relating to the deferred revenue balance as of December 31, 2025 was $46,124 and $170,297, respectively.
Transaction Price Allocated to the Remaining Performance Obligations
As of June 30, 2026, the Company’s remaining performance obligations were $347,555, of which 47% is expected to be recognized over the next two years and 53% of the balance is expected to be recognized thereafter. This includes performance obligations under sponsorship agreements and the Company’s agreements with DCT Abu Dhabi that have original expected durations longer than one year and for which the respective consideration is not variable. In developing the estimated revenue, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
Note 4. Restructuring Charges
During the three and six months ended June 30, 2026, the Company recognized restructuring charges of $323 and $3,737, respectively, primarily related to termination benefits provided as part of a voluntary exit program the Company implemented during the six month period. These charges were recorded in Accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheets. During the three and six months ended June 30, 2025, the Company recognized restructuring charges of $947 and $2,788, respectively, related to termination benefits for certain executives and employees, which were recorded in Accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheets.
Changes to the Company’s restructuring liability through June 30, 2026 were as follows:
Restructuring Liability
Balance as of December 31, 2025 $ 8,218
Restructuring charges 3,737
Payments (9,231)
Balance as of June 30, 2026 $ 2,724
11
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Note 5. Investments
As of June 30, 2026 and December 31, 2025, the Company’s investments are included within Investments in the accompanying condensed consolidated balance sheets and consisted of the following:
Investment As of
Ownership Percentage as of June 30, 2026 June 30, 2026 December 31, 2025
Equity method investments:
SACO Technologies Inc. (“SACO”) 30% $ 17,010 $ 16,981
Gotham Advanced Media and Entertainment, LLC (“GAME”) 50% 7,747 9,354
Equity investments without readily determinable fair values 8,721 8,721
Other equity investments with readily determinable fair values held in trust under the Company’s Executive Deferred Compensation Plan (a) 3,831 3,669
Total investments $ 37,309 $ 38,725
_________________
(a) The Company’s investments with readily determinable fair values are classified within Level I of the fair value hierarchy as they are valued based on quoted prices in active markets. Refer to Note 11. Pension Plans and Other Postretirement Benefit Plan, for further detail on the Company’s Executive Deferred Compensation Plan.
The Company had unrealized gains on equity investments with and without readily determinable fair values of $262 and $228 for the three and six months ended June 30, 2026, respectively, and $219 and $240 for the three and six months ended June 30, 2025, respectively, which are recorded in Other expense, net.
Note 6. Property and Equipment, net
As of June 30, 2026 and December 31, 2025, Property and equipment, net consisted of the following:
As of
June 30, 2026 December 31, 2025
Buildings $ 2,275,625 $ 2,270,557
Equipment, furniture, and fixtures 1,236,350 1,231,690
Leasehold improvements 23,896 23,896
Construction in progress 692 5,873
Total property and equipment, gross 3,536,563 3,532,016
Less accumulated depreciation and amortization (986,485) (821,373)
Property and equipment, net $ 2,550,078 $ 2,710,643
The property and equipment balances above include $116,026 and $130,061 of capital expenditure accruals (primarily related to Sphere construction) as of June 30, 2026 and December 31, 2025, respectively, which are reflected in Accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets. See Note 2. Summary of Significant Accounting Policies to the Audited Consolidated Financial Statements included in the Form 10-K for details on the Company’s estimated useful lives for each major category of property and equipment.
The Company recorded depreciation expense on property and equipment of $82,651 and $165,362 for the three and six months ended June 30, 2026, respectively, and $82,251 and $164,880 for the three and six months ended June 30, 2025, respectively, which is recognized in Depreciation and amortization in the accompanying condensed consolidated statements of operations.
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SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Note 7. Original Immersive Production Content
The Company’s deferred production content costs for its original immersive productions are included within Other non-current assets in the accompanying condensed consolidated balance sheets.
As of June 30, 2026 and December 31, 2025, total deferred immersive production content costs consisted of the following:
As of
June 30, 2026 December 31, 2025
Production content:
Released, less amortization $ 118,027 $ 133,915
In-process 48,074 36,877
Total production content $ 166,101 $ 170,792
The following table summarizes the Company’s amortization of production content costs, which are reported in Direct operating expenses in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Production content costs (a) $ 8,825 $ 5,845 $ 19,883 $ 13,089
_________________
(a) For purposes of amortization and impairment, each deferred immersive production content cost is classified based on its predominant monetization strategy. The Company’s current original immersive productions are monetized individually. Refer to Note 2. Summary of Significant Accounting Policies, Production Costs for the Company’s Original Immersive Productions, to the Audited Consolidated Financial Statements included in the Form 10-K for further explanation of the monetization strategy.
Note 8. Goodwill and Intangible Assets
The carrying amounts of goodwill as of June 30, 2026 and December 31, 2025 were as follows:
Sphere MSG Networks Consolidated
Gross balance at December 31, 2025 $ 46,864 $ 424,508 $ 471,372
Accumulated impairment losses — (126,600) (126,600)
Net balance at December 31, 2025 $ 46,864 $ 297,908 $ 344,772
Changes during the period :
Acquisitions — — —
Impairments — — —
Gross balance at June 30, 2026 $ 46,864 $ 424,508 $ 471,372
Accumulated impairment losses — (126,600) (126,600)
Net balance at June 30, 2026 $ 46,864 $ 297,908 $ 344,772
During the quarterly period ended September 30, 2025, the Company performed its annual impairment tests of goodwill. With respect to the Sphere segment, the Company performed a qualitative assessment and determined that, as of the annual impairment test date, there was no impairment of the Sphere segment’s goodwill.
With respect to the MSG Networks’ segment, the Company could not support the conclusion that it is not more likely than not that the fair value of the reporting unit is greater than its carrying amount as of the annual impairment testing date and thus elected to perform a quantitative goodwill impairment test to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including goodwill. In doing so, the Company estimated the fair value of the MSG Networks reporting unit based on a discounted cash flow model (income approach). This approach relied on numerous assumptions and judgments within the model that were subject to various risks and uncertainties. Principal assumptions utilized, all of which are considered Level III inputs under the fair value hierarchy, include the Company’s estimates of future revenue, estimates of future operating cost, margin assumptions, terminal growth rates and the discount rate applied to estimate future cash flows.
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SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Based upon the results of the Company’s annual quantitative impairment test, the Company concluded that the carrying value of the MSG Networks reporting unit exceeded its estimated fair value as of the annual impairment testing date and recorded a non-cash goodwill impairment charge of $65,400 during the quarterly period ended September 30, 2025, as a result of projected declines in the reporting unit’s business. No additional indicators of impairment were identified through June 30, 2026.
The Company continues to closely monitor the performance and fair value of its MSG Networks reporting unit. A significant adverse change in market factors or the business outlook for the MSG Networks reporting unit could negatively impact the fair value of the MSG Networks reporting unit and result in an additional goodwill impairment charge at that time.
The Company’s intangible assets subject to amortization as of June 30, 2026 and December 31, 2025 were as follows:
As of
June 30, 2026 December 31, 2025
Gross carrying amount Accumulated amortization Intangible assets, net Gross carrying amount Accumulated amortization Intangible assets, net
Affiliate relationships $ 83,044 $ (74,478) $ 8,566 $ 83,044 $ (72,921) $ 10,123
Technology 15,508 (6,720) 8,788 15,508 (5,169) 10,339
Trade name 2,032 (880) 1,152 2,032 (677) 1,355
Total $ 100,584 $ (82,078) $ 18,506 $ 100,584 $ (78,767) $ 21,817
The Company recognized amortization expense on intangible assets of $1,657 and $3,313 for the three and six months ended June 30, 2026, respectively, and $1,656 and $3,256 for the three and six months ended June 30, 2025, respectively, which is recorded in Depreciation and amortization in the accompanying condensed consolidated statements of operations.
Note 9. Commitments and Contingencies
Commitments
As of June 30, 2026, commitments of the Company in the normal course of business were as follows:
Commitments
2026 (Remainder) 2027 2028 2029 2030 Thereafter Total
Sphere
Event-related commitments $ 6,055 $ 15,000 $ — $ — $ — $ — $ 21,055
Letter of credit 918 — — — — — 918
Total Sphere Commitments $ 6,973 $ 15,000 $ — $ — $ — $ — $ 21,973
MSG Networks
Broadcast rights $ 100,466 $ 208,334 $ 201,493 $ 113,008 $ 26,262 $ 13,131 $ 662,694
Purchase commitments 13,540 17,359 4,290 764 200 — 36,153
Total MSG Networks Commitments $ 114,006 $ 225,693 $ 205,783 $ 113,772 $ 26,462 $ 13,131 $ 698,847
Total Commitments $ 120,979 $ 240,693 $ 205,783 $ 113,772 $ 26,462 $ 13,131 $ 720,820
See Note 11. Leases to the Audited Consolidated Financial Statements included in the Form 10-K for more information regarding the Company’s contractually obligated minimum lease payments for operating leases having an initial noncancelable term in excess of one year.
See Note 10. Credit Facilities and Convertible Notes for details of the principal repayments required under the Company’s various credit facilities.
Legal Matters
Fifteen complaints were filed in connection with the merger between a subsidiary of the Company and MSG Networks Inc. (the “Networks Merger”) by purported stockholders of the Company and MSG Networks Inc.
Nine of these complaints involved allegations of materially incomplete and misleading information set forth in the joint proxy statement/prospectus filed by the Company and MSG Networks Inc. in connection with the Networks Merger. As a result of
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SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
supplemental disclosures made by the Company and MSG Networks Inc. on July 1, 2021, all of the disclosure actions were voluntarily dismissed with prejudice prior to or shortly following the consummation of the Networks Merger.
Six complaints involved allegations of fiduciary breaches in connection with the negotiation and approval of the Networks Merger and were consolidated into two remaining litigations.
On September 10, 2021, the Court of Chancery of the State of Delaware (the “Court”) entered an order consolidating two derivative complaints filed by purported Company stockholders. The consolidated action is captioned: In re Madison Square Garden Entertainment Corp. Stockholders Litigation, C.A. No. 2021-0468-KSJM (the “MSG Entertainment Litigation”). The consolidated plaintiffs filed their Verified Consolidated Derivative Complaint on October 11, 2021. The complaint, which named the Company as only a nominal defendant, retained all of the derivative claims and alleged that the members of the board of directors and controlling stockholders violated their fiduciary duties in the course of negotiating and approving the Networks Merger. Plaintiffs sought, among other relief, an award of damages to the Company including interest, and plaintiffs’ attorneys’ fees. Pursuant to the indemnity rights in its bylaws and Delaware law, the Company advanced the costs incurred by defendants in this action, and defendants asserted indemnification rights in respect of any adverse judgment or settlement of the action.
On March 14, 2023, the parties to the MSG Entertainment Litigation reached an agreement in principle to settle the MSG Entertainment Litigation, without admitting liability, on the terms and conditions set forth in a binding term sheet, which was incorporated into a long-form settlement agreement (the “MSGE Settlement Agreement”) that was filed with the Court on April 20, 2023. The MSGE Settlement Agreement provided for, among other things, the final dismissal of the MSG Entertainment Litigation in exchange for a settlement payment to the Company of approximately $85,000, subject to customary reduction for attorneys’ fees and expenses, in an amount to be determined by the Court. The settlement’s amount was fully funded by the other defendants’ insurers. The MSGE Settlement Agreement was approved by the Court on August 14, 2023, which constituted the final judgment in the action. During the quarter ended September 30, 2023, a realized gain of approximately $62,600 was recorded in Other income (expense), net on the accompanying condensed consolidated statements of operations in connection with the settlement payment to the Company.
On September 27, 2021, the Court entered an order consolidating four complaints filed by purported former stockholders of MSG Networks Inc. The consolidated action is captioned: In re MSG Networks Inc. Stockholder Class Action Litigation, C.A. No. 2021-0575-KSJM (the “MSG Networks Litigation”). The consolidated plaintiffs filed their Verified Consolidated Stockholder Class Action Complaint on October 29, 2021. The complaint asserted claims on behalf of a putative class of former MSG Networks Inc. stockholders against each member of the board of directors of MSG Networks Inc. and the controlling stockholders prior to the Networks Merger. Plaintiffs alleged that the MSG Networks Inc. board of directors and controlling stockholders breached their fiduciary duties in negotiating and approving the Networks Merger. The Company was not named as a defendant but was subpoenaed to produce documents and testimony related to the Networks Merger. Plaintiffs sought, among other relief, monetary damages for the putative class and plaintiffs’ attorneys’ fees. Pursuant to the indemnity rights in its bylaws and Delaware law, the Company advanced the costs incurred by defendants in this action, and defendants asserted indemnification rights in respect of any adverse judgment or settlement of the action.
On April 6, 2023, the parties to the MSG Networks Litigation reached an agreement in principle to settle the MSG Networks Litigation, without admitting liability, on the terms and conditions set forth in a binding term sheet, which was incorporated into a long-form settlement agreement (the “MSGN Settlement Agreement”) that was filed with the Court on May 18, 2023. The MSGN Settlement Agreement provided for, among other things, the final dismissal of the MSG Networks Litigation in exchange for a settlement payment to the plaintiffs and the class of approximately $48,500, of which approximately $28,000 has been paid by the Company and approximately $20,500 has been paid to the plaintiffs by insurers (who agreed to advance these costs subject to final resolution of the parties’ insurance coverage dispute). The MSGN Settlement Agreement was approved by the Court on August 14, 2023, which constituted the final judgment in the action. MSG Networks Inc. has a dispute with its insurers over whether and to what extent there is insurance coverage for the settlement (and has settled with one of the insurers). The dispute between MSG Networks Inc. and the remaining insurers is in litigation. On June 24, 2026, the court found, at the summary judgment phase, in favor of the insurers, finding that the insurers were not obligated to cover the MSG Networks Inc. settlement costs. As a result of this decision, approximately $25,900 has been accrued in Accrued expenses and other current liabilities as of June 30, 2026 (compared to approximately $18,000 as of December 31, 2025). MSG Networks Inc. plans to appeal that decision.
The Company is a defendant in various other lawsuits. Although the outcome of these other lawsuits cannot be predicted with certainty (including the extent of available insurance, if any), management does not believe that resolution of these other lawsuits will have a material adverse effect on the Company.
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SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Note 10. Credit Facilities and Convertible Notes
The following table summarizes the presentation of the outstanding balances under the Company’s credit agreements and convertible notes as of June 30, 2026 and December 31, 2025:
As of
June 30, 2026 December 31, 2025
Principal Unamortized Deferred Financing Costs Net Principal Unamortized Deferred Financing Costs Net
Current portion
MSG Networks term loan facility (a) $ 58,263 $ — $ 58,263 $ 63,009 $ — $ 63,009
Current portion of long-term debt, net $ 58,263 $ — $ 58,263 $ 63,009 $ — $ 63,009
_________________
(a) The June 30, 2026 carrying amount of the MSG Networks term loan facility is calculated pursuant to the troubled debt restructuring guidance as further discussed below in this Note 10.
As of
June 30, 2026 December 31, 2025
Principal Debt Discount Unamortized Deferred Financing Costs Net Principal Debt Discount Unamortized Deferred Financing Costs Net
Non-current portion
MSG Networks term loan facility (a) $ 195,990 $ — $ — $ 195,990 $ 240,695 $ — $ — $ 240,695
2026 LV Sphere Term Loan Facility 275,000 — (3,577) 271,423 — — — —
2022 LV Sphere Term Loan Facility — — — — 275,000 — (2,151) 272,849
3.50% Convertible Senior Notes 258,750 (3,460) (561) 254,729 258,750 (4,168) (687) 253,895
Long-term debt, net $ 729,740 $ (3,460) $ (4,138) $ 722,142 $ 774,445 $ (4,168) $ (2,838) $ 767,439
_________________
(a) The June 30, 2026 carrying amount of the MSG Networks term loan facility is calculated pursuant to the troubled debt restructuring guidance, as further discussed below in this Note 10.
MSG Networks Credit Facilities
General. MSGN Holdings, L.P. (“MSGN L.P.”), MSGN Eden, LLC, an indirect wholly-owned subsidiary of the Company and the general partner of MSGN L.P. (“MSGN Eden”), Regional MSGN Holdings LLC, an indirect, wholly-owned subsidiary of the Company and the limited partner of MSGN L.P. (“Regional MSGN”), and certain subsidiaries of MSGN L.P. had senior secured credit facilities pursuant to a credit agreement (as amended and restated on October 11, 2019, and as further amended from time to time prior to June 27, 2025, the “Prior MSGN Credit Agreement”) consisting of: (i) an initial $1,100,000 term loan facility (the “Prior MSGN Term Loan Facility”) and (ii) a $250,000 revolving credit facility (together, the “Prior MSGN Credit Facilities”). The outstanding principal amount under the Prior MSGN Credit Agreement of $829,125 matured without repayment on October 11, 2024, and an event of default occurred pursuant to the Prior MSGN Credit Agreement due to MSGN L.P.’s failure to make payment on the outstanding principal amount on the maturity date.
On June 27, 2025, MSG Networks, MSGN L.P., MSGN Eden, Regional MSGN, Rainbow Garden Corp., a wholly-owned subsidiary of MSG Networks (collectively with MSG Networks, MSGN Eden and Regional MSGN, the “MSGN Holdings Entities”), and certain subsidiaries of MSGN L.P. entered into a second amended and restated credit agreement (the “A&R MSGN Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the “MSGN Lenders”). The A&R MSGN Credit Agreement amended and restated the Prior MSGN Credit Agreement in its entirety.
Pursuant to the A&R MSGN Credit Agreement, the Prior MSGN Credit Facilities were replaced with a $210,000 term loan facility (the “MSGN Term Loan Facility”), which matures on December 31, 2029. The outstanding balance under the MSGN Term Loan Facility was $115,632 as of June 30, 2026.
Interest Rates. Borrowings under the A&R MSGN Credit Agreement bear interest at a rate per annum, which at the option of MSGN L.P., may be equal to either (i) adjusted Term SOFR (i.e., Term SOFR as defined in the A&R MSGN Credit Agreement, plus 0.10%) plus 5.00% or (ii) Alternate Base rate, as defined in the A&R MSGN Credit Agreement, plus 4.00%. Upon a payment default in respect of principal, interest or other amounts due and payable under the A&R MSGN Credit Agreement or related loan documents,
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SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
default interest will accrue on all overdue amounts at an additional rate of 2.00% per annum. The interest rate on the MSGN Term Loan Facility as of June 30, 2026 was 8.74%.
Covenants. The A&R MSGN Credit Agreement and the related security agreement contain certain customary representations and warranties, and certain affirmative covenants and events of default. The A&R MSGN Credit Agreement contains significant restrictions (and in some cases prohibitions) on the ability of MSGN L.P. and the MSGN Subsidiary Guarantors (as defined below) to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the A&R MSGN Credit Agreement, including without limitation the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating or granting liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) changing its lines of business; (vi) engaging in certain transactions with affiliates; (vii) amending specified agreements; (viii) with respect to restricted subsidiaries, issuing shares of stock such that MSGN L.P.’s ownership of any such restricted subsidiary is reduced; (ix) merging, dissolving, liquidating, consolidating, or disposing of all or substantially all of its assets; (x) making certain dispositions; (xi) making certain changes to its accounting practices; (xii) entering into agreements that restrict the granting of liens; (xiii) requesting any borrowing the proceeds of which are used in violation of anti-corruption laws or sanctions; (xiv) engaging in a liability management transaction; and (xv) limiting certain operating expenses incurred by MSGN L.P. and the MSGN Guarantors (as defined below). The MSGN Holdings Entities are subject to the restrictions described in the foregoing clauses (iv) and (xv), as well as customary passive holding company covenants.
Principal Repayments. Subject to customary notice and minimum amount conditions, MSGN L.P. may voluntarily prepay outstanding loans under the A&R MSGN Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Term Benchmark (as defined in the A&R MSGN Credit Agreement) loans). The MSGN Term Loan Facility has a fixed amortization of $10,000 per quarter, which commenced on September 30, 2025. During the six months ended June 30, 2026, MSGN L.P. made fixed amortization payments of $20,000. MSGN L.P. is required to make mandatory prepayments pursuant to a mandatory cash sweep, determined at the end of each fiscal quarter, that requires 100% of MSGN L.P.’s and the MSGN Subsidiary Guarantors’ excess balance sheet cash over certain thresholds (subject to certain exclusions) to be used to repay the principal amount outstanding. MSGN L.P. is further required to make mandatory prepayments in certain circumstances, including from the net cash proceeds of certain dispositions of assets or casualty insurance and/or condemnation awards (subject to a threshold below which payments are not required, as well as certain reinvestment, repair and replacement rights) and upon the incurrence of indebtedness (subject to certain exceptions).
In connection with the execution of the A&R MSGN Credit Agreement, the Limited Partnership Agreement of MSGN L.P. was amended to provide for the issuance of contingent interest units (the “Contingent Interest Units”) to the MSGN Lenders. Beginning with the fiscal calendar year-end following the repayment in full of the MSGN Term Loan Facility, the Contingent Interest Units entitle the MSGN Lenders to receive annual payments in an amount equal to 50% of the difference between MSGN L.P.’s balance sheet cash (subject to certain exclusions) and certain minimum cash balances, specified with respect to the applicable measurement date, until the earlier of (i) December 31, 2029 and (ii) payment of $100,000 in the aggregate to the MSGN Lenders. The Contingent Interest Units are also entitled to receive 50% of the proceeds of a merger and/or acquisition event related to MSG Networks and its subsidiaries occurring prior to December 31, 2029, subject to an aggregate cap of $100,000 considered together with the annual payments of excess cash described in the previous sentence.
Guarantors and Collateral. All obligations under the A&R MSGN Credit Agreement are guaranteed by the MSGN Holdings Entities and MSGN L.P.’s direct and indirect domestic subsidiaries that are not designated as unrestricted subsidiaries (the “MSGN Subsidiary Guarantors” and, together with the MSGN Holdings Entities, the “MSGN Guarantors”). All obligations under the A&R MSGN Credit Agreement, including the guarantees of those obligations, are secured by certain of the assets of MSGN L.P. and each MSGN Guarantor (collectively, “MSGN Collateral”), including, but not limited to, a pledge of the equity interests in MSGN L.P. held directly by the MSGN Holdings Entities and the equity interests in each MSGN Subsidiary Guarantor held directly or indirectly by MSGN L.P. Sphere Entertainment Co., Sphere Entertainment Group and the subsidiaries of Sphere Entertainment Group (collectively, the “Non-Credit Parties”) are not legally obligated to repay the outstanding borrowings under the MSGN Term Loan Facility, nor are the assets of the Non-Credit Parties pledged as security under the MSGN Term Loan Facility.
Based on conditions at MSGN L.P. and the terms of the A&R MSGN Credit Agreement, the entry into the A&R MSGN Credit Agreement met the criteria to be accounted for as a troubled debt restructuring. The troubled debt restructuring accounting model requires the inclusion of future principal, interest and potential contingent payments as part of the carrying amount of the modified debt to prevent recognizing a gain at the time of restructuring that may be offset by future expenses. As such, the original carrying amount of the MSGN Term Loan Facility includes the $210,000 principal amount, along with expected interest payments (based on interest rates in effect on June 27, 2025) and potential contingent payments of future excess cash flows from the Contingent Interest Units. ASC Topic 470-60 does not allow the consideration of the probability of occurrence of the contingencies when including contingent payments as part of the carrying amount. The gain on extinguishment was also further offset by fees, expenses and other direct costs incurred to effect the troubled debt restructuring.
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SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Interest payments reduce the carrying amount of the debt. Consistent with the initial application of the troubled debt restructuring guidance, for subsequent accounting purposes, fluctuations in variable interest rate will not result in immediate gains that could be offset by future cash payments.
2026 LV Sphere Facilities
General. On January 29, 2026, MSG Las Vegas, LLC (“MSG LV”), an indirect, wholly-owned subsidiary of the Company, entered into a credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, and the lenders party thereto, which refinanced in full the 2022 LV Sphere Term Loan Facility (as defined and described below). The new credit agreement provides for (i) a $275,000 senior secured term loan facility (the “2026 LV Sphere Term Loan Facility”), the proceeds of which were used to refinance the 2022 LV Sphere Term Loan Facility, and (ii) a senior secured revolving credit facility in the maximum principal amount of $275,000 (the “2026 LV Sphere Revolving Credit Facility” and collectively, the “2026 LV Sphere Facilities”), the proceeds of which are available to be used for working capital and general corporate purposes, including distributions to Sphere Entertainment Group. All obligations under the 2026 LV Sphere Facilities are guaranteed by Sphere Entertainment Group. None of Sphere Entertainment Co., MSG Networks, MSGN L.P. or any of the subsidiaries of MSGN L.P. are parties to the 2026 LV Sphere Facilities. As a result of the partial repayment of the 2022 LV Sphere Term Loan Facility, the Company wrote off $2,071 of deferred financing costs during the quarter ended March 31, 2026, which is presented as a loss on extinguishment on the Company’s condensed consolidated statements of operations.
Financial Covenants. The 2026 LV Sphere Facilities include financial covenants requiring MSG LV to maintain a minimum debt service coverage ratio of 2.50:1.00 and a maximum total leverage ratio of 3.50:1.00. Both covenants are tested quarterly based on the four consecutive fiscal quarters of MSG LV then most recently ended. As of June 30, 2026, MSG LV was in compliance with the financial covenants of the 2026 LV Sphere Facilities.
Principal Repayments. The 2026 LV Sphere Facilities will mature on January 29, 2031. Commencing with the fiscal quarter ending March 31, 2028, the principal obligations under the 2026 LV Sphere Term Loan Facility will be subject to amortization payments of 5% per annum, paid in quarterly installments, with the remainder of the term loans due at maturity. Under certain circumstances, MSG LV is required to make mandatory prepayments on the loans, including prepayments in an amount equal to the net cash proceeds of casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), subject to certain exceptions.
Interest Rates. Borrowings under the 2026 LV Sphere Facilities bear interest at a floating rate, which at the option of MSG LV may be either (i) Term SOFR (as defined in the 2026 LV Sphere Facilities) plus a margin that ranges from 2.50% to 3.00% based on MSG LV’s total leverage ratio or (ii) the Alternative Base Rate (as defined in the 2026 LV Sphere Facilities) plus a margin that ranges from 1.50% to 2.00% based on MSG LV’s total leverage ratio. The interest rate on the 2026 LV Sphere Term Loan Facility as of June 30, 2026 was 6.39%.
Guarantors and Collateral. All obligations under the 2026 LV Sphere Facilities are guaranteed by Sphere Entertainment Group. All obligations under the 2026 LV Sphere Facilities, including the guarantees of those obligations, are secured by all of the assets of MSG LV, including, but not limited to, MSG LV’s leasehold interest in the land on which the Sphere in Las Vegas is located and a pledge of the equity interests in MSG LV held directly by Sphere Entertainment Group.
Covenants. In addition to the financial covenants described above, the 2026 LV Sphere Facilities and the related guaranty and security and pledge agreements contain certain customary representations and warranties, affirmative and negative covenants and events of default. The 2026 LV Sphere Facilities contain certain restrictions on the ability of MSG LV to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the 2026 LV Sphere Facilities, including the following: (i) incurring additional indebtedness; (ii) incurring liens on its assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions to the extent a default or event of default under the 2026 LV Sphere Facilities is in effect at such time or the debt service reserve account is not funded to the extent required; (v) changing its lines of business; (vi) engaging in certain transactions with affiliates; (vii) amending organizational documents; (viii) merging or consolidating; and (ix) making certain dispositions.
2022 LV Sphere Term Loan Facility
General. On December 22, 2022, MSG LV, entered into a credit agreement with JP Morgan Chase Bank, N.A., as administrative agent and the lenders party thereto, providing for a five-year, $275,000 senior secured term loan facility (as amended, the “2022 LV Sphere Term Loan Facility”).
Interest Rates. Borrowings under the 2022 LV Sphere Term Loan Facility bore interest at a floating rate, which at the option of MSG LV may have been either (i) a base rate plus a margin of 3.375% per annum or (ii) adjusted Term SOFR (i.e., Term SOFR plus 0.10%)
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SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
plus a margin of 4.375% per annum. The interest rate on the 2022 LV Sphere Term Loan Facility as of December 31, 2025 was 8.19%.
Principal Repayments. The 2022 LV Sphere Term Loan Facility would have matured on December 22, 2027.
Covenants. The 2022 LV Sphere Term Loan Facility and related guaranty by Sphere Entertainment Group included financial covenants requiring MSG LV to maintain a specified minimum debt service coverage ratio and requiring Sphere Entertainment Group to maintain a specified minimum liquidity level.
Guarantors and Collateral. All obligations under the 2022 LV Sphere Term Loan Facility were guaranteed by Sphere Entertainment Group. All obligations under the 2022 LV Sphere Term Loan Facility, including the guarantees of those obligations, were secured by all of the assets of MSG LV and certain assets of Sphere Entertainment Group including, but not limited to, MSG LV’s leasehold interest in the land on which Sphere in Las Vegas is located and a pledge of all of the equity interests held directly by Sphere Entertainment Group in MSG LV.
3.50% Convertible Senior Notes
On December 8, 2023, the Company completed a private unregistered offering of $258,750 in aggregate principal amount of its 3.50% Convertible Senior Notes due 2028 (the “3.50% Convertible Senior Notes”), which amount includes the full exercise of the initial purchasers’ option to purchase additional 3.50% Convertible Senior Notes. See Note 14. Credit Facilities and Convertible Notes to the Audited Consolidated Financial Statements included in the Form 10-K for details on the 3.50% Convertible Senior Notes.
Debt Maturities
Debt maturities over the next five years for the outstanding principal balance under the MSGN Term Loan Facility, 2026 LV Sphere Term Loan Facility and 3.50% Convertible Senior Notes as of June 30, 2026 were as follows:
MSGN Term Loan Facility (a) 2026 LV Sphere Term Loan Facility 3.50% Convertible Senior Notes Total
Year ending December 31, 2026 $ 20,000 $ — $ — $ 20,000
Year ending December 31, 2027 40,000 — — 40,000
Year ending December 31, 2028 40,000 13,750 258,750 312,500
Year ending December 31, 2029 15,632 13,750 — 29,382
Year ending December 31, 2030 — 13,750 — 13,750
Thereafter — 233,750 — 233,750
Total debt $ 115,632 $ 275,000 $ 258,750 $ 649,382
_________________
(a) The carrying amount of the MSGN Term Loan Facility, which is calculated by applying the troubled debt restructuring guidance as discussed above, was $254,253 as of June 30, 2026. Due to uncertainty in amounts payable and timing, Contingent Interest Units and undiscounted interest payments are excluded from the table above.
Interest payments and loan principal repayments made by the Company under the credit agreements and convertible notes for the six months ended June 30, 2026 and 2025 were as follows:
Interest Payments Loan Principal Repayments
Six Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
MSG Networks term loan facility (a) $ 6,200 $ 36,187 $ 43,305 $ 105,000
2026 LV Sphere Term Loan Facility 9,254 — — —
2022 LV Sphere Term Loan Facility — 12,574 — —
3.50% Convertible Senior Notes 4,528 4,528 — —
Total Payments $ 19,982 $ 53,289 $ 43,305 $ 105,000
_________________
(a) As a result of the June 27, 2025 refinancing, the MSG Networks term loan facility is accounted for under the troubled debt restructuring guidance. For purposes of this disclosure and for comparability to prior periods, interest payments and principal payments are presented based on the contractual nature of the cash flows.
19
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
The carrying value and fair value of the Company’s debt recorded in the accompanying condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 were as follows:
As of
June 30, 2026 December 31, 2025
CarryingValue (a) Fair Value CarryingValue (a) Fair Value
Liabilities:
MSG Networks term loan facility $ 254,253 $ 110,428 $ 303,704 $ 147,811
2026 LV Sphere Term Loan Facility 275,000 270,875 — —
2022 LV Sphere Term Loan Facility — — 275,000 270,875
3.50% Convertible Senior Notes 255,290 1,268,030 254,582 711,097
Total debt $ 784,543 $ 1,649,333 $ 833,286 $ 1,129,783
_________________
(a) The total carrying value of the Company’s debt as of June 30, 2026 and December 31, 2025 is equal to the current and non-current principal payments for the Company’s debt, excluding unamortized deferred financing costs of $4,138 and $2,838, respectively.
The Company’s debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar instruments for which the inputs are readily observable.
Note 11. Pension Plans and Other Postretirement Benefit Plan
The Company sponsors (i) both funded and unfunded and qualified and non-qualified pension plans, including the Networks 1212 Plan (as defined below), Networks Excess Cash Balance Plan, and the Networks Excess Retirement Plan (together, the “Networks Plans”), (ii) an excess savings plan and (iii) a postretirement benefit plan (the “Postretirement Plan”). In connection with the distribution of approximately 67% of the outstanding common stock of MSGE Spinco, Inc. (now known as Madison Square Garden Entertainment Corp. and referred to herein as “MSG Entertainment”) to the Company’s stockholders on April 20, 2023 (the “MSGE Distribution”), the Company established an unfunded non-contributory, non-qualified frozen excess cash balance plan (the “Sphere Excess Plan”) covering certain employees who participated in the pre-MSGE Distribution cash balance plan, which was transferred to MSG Entertainment in connection with the MSGE Distribution. The Networks Plans and Sphere Excess Plan are collectively referred to as the “Pension Plans.” Prior to the MSGE Distribution, the Company sponsored two contributory welfare plans which provided certain postretirement healthcare benefits to certain employees hired prior to January 1, 2001.
The sponsorship of the Postretirement Plan covering Networks employees was retained by the Company while the postretirement plan covering MSG Entertainment employees was transferred to MSG Entertainment in connection with the MSGE Distribution. In addition, the liabilities associated with the postretirement plan for MSG Entertainment employees were transferred from the Company to MSG Entertainment in connection with the MSGE Distribution. See Note 15. Pension Plans and Other Postretirement Benefit Plan to the Audited Consolidated Financial Statements included in the Form 10-K for more information regarding these plans.
Defined Benefit Pension Plans and Postretirement Benefit Plan
The following tables present components of net periodic benefit cost for the Pension Plans and Postretirement Plan included in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025. Service cost is recorded in Direct operating expenses and Selling, general and administrative expenses. All other components of net periodic benefit cost are recorded in Other expense, net.
Pension Plans Postretirement Plan
Three Months Ended Three Months Ended
June 30, June 30,
2026 2025 2026 2025
Service cost $ 47 $ 48 $ 4 $ 4
Interest cost 486 494 22 24
Expected return on plan assets (246) (238) — —
Recognized actuarial loss 99 85 10 —
Net periodic benefit cost $ 386 $ 389 $ 36 $ 28
20
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Pension Plans Postretirement Plan
Six Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Service cost $ 94 $ 96 $ 8 $ 8
Interest cost 972 988 44 48
Expected return on plan assets (492) (476) — —
Recognized actuarial loss 198 170 20 —
Net periodic benefit cost $ 772 $ 778 $ 72 $ 56
Contributions for Qualified Defined Benefit Plans
The Company sponsors one non-contributory, qualified defined benefit pension plan covering certain of its union employees, the “Networks 1212 Plan.” During the three and six months ended June 30, 2026, the Company contributed $130 to the Networks 1212 Plan. During the three and six months ended June 30, 2025, the Company did not contribute any amounts to the Networks 1212 Plan.
Defined Contribution Plans
The Company sponsors the MSGN Holdings, L.P. Excess Savings Plan and the Sphere Entertainment Excess Savings Plan, and participates in the Madison Square Garden 401(k) Savings Plan (collectively, the “Savings Plans”). Expenses related to the Savings Plans included in the accompanying condensed consolidated statements of operations were $2,676 and $4,289 for the three and six months ended June 30, 2026, respectively, and $2,417 and $4,012 for the three and six months ended June 30, 2025, respectively.
Executive Deferred Compensation
See Note 15. Pension Plans and Other Postretirement Benefit Plan to the Company’s Audited Consolidated Financial Statements included in the Form 10-K for more information regarding the Company’s Executive Deferred Compensation Plan (the “Executive Deferred Compensation Plan”). The Company recorded compensation expense of $262 and $228 for the three and six months ended June 30, 2026, respectively, and $220 and $240 for the three and six months ended June 30, 2025, respectively, within Selling, general and administrative expenses in the accompanying condensed consolidated statements of operations to reflect the remeasurement of the Executive Deferred Compensation Plan liability. In addition, the Company recorded a gain of $262 and $228 for the three and six months ended June 30, 2026, respectively, and gain of $220 and $240 for the three and six months ended June 30, 2025, respectively, within Other expense, net in the accompanying condensed consolidated statements of operations to reflect remeasurement of the fair value of assets under the Executive Deferred Compensation Plan.
The following table summarizes amounts recognized related to the Executive Deferred Compensation Plan in the accompanying condensed consolidated balance sheets:
As of
June 30, 2026 December 31, 2025
Non-current assets (included in Investments) $ 3,831 $ 3,669
Non-current liabilities (included in Other non-current liabilities) $ (3,831) $ (3,680)
Note 12. Share-based Compensation
The Company has three share-based compensation plans: the 2020 Employee Stock Plan, the 2020 Stock Plan for Non-Employee Directors and the MSG Networks Inc. 2010 Employee Stock Plan, in each case as amended from time to time. See Note 16. Share-based Compensation to the Audited Consolidated Financial Statements included in the Form 10-K for more detail on these plans.
Share-based compensation expense for the Company’s restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options and/or cash-settled stock appreciation rights (“SARs”) are recorded in the condensed consolidated statements of operations as a component of direct operating expenses or selling, general and administrative expenses.
21
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
The following table summarizes the Company’s share-based compensation expense:
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Share-based compensation (a) $ 29,000 $ 19,497 $ 52,735 $ 40,918
Fair value of awards vested $ 8,712 $ 8,848 $ 20,326 $ 11,460
_________________
(a) Share-based compensation excludes costs that have been capitalized of $191 and $546 for the six months ended June 30, 2026 and 2025, respectively.
As of June 30, 2026, there was $77,221 of unrecognized compensation cost related to unvested RSUs, PSUs, stock options and SARs held by the Company’s employees. The cost is expected to be recognized over a weighted-average period of approximately 1.84 years.
For the three and six months ended June 30, 2026, all RSUs, PSUs and stock options were excluded from the calculation of diluted loss per share because the Company reported a net loss attributable to Sphere Entertainment Co.’s stockholders for the periods and, therefore, their impact on reported loss per share would have been anti-dilutive.
For the three and six months ended June 30, 2025, weighted-average shares used in the calculation of diluted earnings per share included the dilutive effect of 1,279 and 1,383 shares of Class A Common Stock, respectively, issuable under share-based compensation plans. For the three and six months ended June 30, 2025, weighted-average anti-dilutive shares primarily consisted of 7,143 and 6,844 shares under share-based compensation plans, respectively, and were excluded in the calculation of diluted EPS because their effect would have been anti-dilutive.
Award Activity
RSUs
During the six months ended June 30, 2026 and 2025, approximately 160 and 465 RSUs were granted, respectively, and approximately 145 and 235 RSUs vested, respectively.
PSUs
During the six months ended June 30, 2026 and 2025, approximately 120 and 368 PSUs were granted, respectively, and approximately 56 and 158 PSUs vested, respectively.
Stock options
During the six months ended June 30, 2026, there were no stock options granted or vested and approximately 409 stock options were exercised. During the six months ended June 30, 2025, there were 1,685 stock options granted and no stock options were vested or exercised.
Note 13. Stockholders’ Equity
Preferred Stock
The Company is authorized to issue 15,000 shares of preferred stock, par value $0.01. As of June 30, 2026 and December 31, 2025, no shares of preferred stock were outstanding.
Stock Repurchase Program
On March 31, 2020, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $350,000 of the Company’s Class A Common Stock. The program was re-authorized by the Company’s Board of Directors on March 29, 2023. Under the authorization, shares of Class A Common Stock may be purchased from time to time in open market or private transactions, block trades or such other manner as the Company may determine, in accordance with applicable insider trading and other securities laws and regulations. The timing and amount of purchases will depend on market conditions and other factors. During the six months ended June 30, 2026, the Company did not engage in any share repurchase activities under its share repurchase program. As of June 30, 2026, the Company had approximately $300,000 remaining available for repurchases of the Company’s Class A Common Stock.
Accumulated Other Comprehensive Loss
The following tables detail the components of accumulated other comprehensive loss:
22
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Pension Plans and Postretirement Plan Cumulative Translation Adjustments Accumulated Other Comprehensive Loss
Balance as of December 31, 2025 $ (6,854) $ 6,072 $ (782)
Other comprehensive loss:
Other comprehensive income (loss) before reclassifications — (111) (111)
Amounts reclassified from accumulated other comprehensive loss (a) (372) — (372)
Income tax benefit 96 28 124
Other comprehensive loss, total (276) (83) (359)
Balance as of March 31, 2026 $ (7,130) $ 5,989 $ (1,141)
Other comprehensive loss:
Other comprehensive income (loss) before reclassifications — (104) (104)
Amounts reclassified from accumulated other comprehensive loss (a) (372) — (372)
Income tax benefit 95 27 122
Other comprehensive loss, total (277) (77) (354)
Balance as of June 30, 2026 $ (7,407) $ 5,912 $ (1,495)
Pension Plans and Postretirement Plan Cumulative Translation Adjustments Accumulated Other Comprehensive Loss
Balance as of December 31, 2024 $ (5,877) $ (1,631) $ (7,508)
Other comprehensive (loss) income:
Other comprehensive income before reclassifications — 1,941 1,941
Amounts reclassified from accumulated other comprehensive loss (a) (233) — (233)
Income tax benefit 62 215 277
Other comprehensive (loss) income, total (171) 2,156 1,985
Balance as of March 31, 2025 $ (6,048) $ 525 $ (5,523)
Other comprehensive (loss) income:
Other comprehensive income before reclassifications — 2,546 2,546
Amounts reclassified from accumulated other comprehensive loss (a) (234) 6,175 5,941
Income tax benefit (expense) 63 (3,061) (2,998)
Other comprehensive (loss) income, total (171) 5,660 5,489
Balance as of June 30, 2025 $ (6,219) $ 6,185 $ (34)
______________
(a) Amounts reclassified from accumulated other comprehensive loss represent the amortization of net actuarial loss and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Other expense, net in the accompanying condensed consolidated statements of operations (see Note 11. Pension Plans and Other Postretirement Benefit Plan).
Computation of (loss) earnings per-share
During the three and six months ended June 30, 2026, shares issuable under share-based compensation plans and the 3.50% Convertible Senior Notes were excluded from the calculation because their effect would have been anti-dilutive.
See Note 12. Share-based Compensation for details on anti-dilutive shares.
23
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted earnings per share attributable to the Company’s stockholders for the three and six months ended June 30, 2025.
Three Months Ended Six Months Ended
June 30, June 30,
2025 2025
Weighted-average shares (denominator):
Weighted-average shares for basic EPS 36,283 36,196
Dilutive effect of shares issuable under share-based compensation plans 1,279 1,383
3.50% Convertible Senior Notes (Note 10) 7,286 7,286
Weighted-average shares for diluted EPS 44,848 44,865
Note 14. Related Party Transactions
As of June 30, 2026, certain members of the Dolan family, including certain trusts for the benefit of members of the Dolan family (collectively, the “Dolan Family Group”), collectively beneficially owned 100% of the Company’s outstanding Class B Common Stock, par value $0.01 per share (“Class B Common Stock”) and approximately 6.3% of the Company’s outstanding Class A Common Stock (inclusive of options exercisable within 60 days after June 30, 2026) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Such shares of the Company’s Class A Common Stock and Class B Common Stock, collectively, represent approximately 72.0% of the aggregate voting power of the Company’s outstanding common stock. Members of the Dolan family are also the controlling stockholders of MSG Entertainment, Madison Square Garden Sports Corp. (“MSG Sports”) and AMC Global Media Inc. (formerly AMC Networks Inc., “AMC Networks”).
See Note 19. Related Party Transactions, to the Audited Consolidated Financial Statements included in the Form 10-K for a description of the Company’s related party arrangements. There were no material changes in such related party arrangements during the three and six months ended June 30, 2026.
Accrued liabilities associated with other equity method investment nonconsolidated affiliates were $18,204 as of June 30, 2026 and December 31, 2025, and are reported under Accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets.
Revenues and Operating Expenses
The following table summarizes the composition and amounts of the transactions with the Company’s related parties. These amounts are reflected in revenues and operating expenses in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025:
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Revenues $ 296 $ 1,202 $ 1,638 $ 2,486
Operating expenses:
Media fees 33,915 24,181 68,186 69,124
Corporate general and administrative expenses, net - MSG Entertainment Services Agreement 16,504 17,188 32,967 34,522
Origination, master control and technical services 1,184 1,161 2,368 2,322
Other operating expenses, net (a) 5,934 2,270 9,953 5,750
Total operating expenses, net (b) $ 57,537 $ 44,800 $ 113,474 $ 111,718
_________________
(a) Other operating expenses, net, includes reimbursements to MSG Entertainment for aircraft-related expenses, professional and payroll fees, and Crown Properties Collection LLC (“CPC”) commission, as well as AMC Global Media consulting service fees. In June 2025, CPC repurchased the Company’s equity interest in CPC, and as a result, CPC is no longer considered to be a related party.
(b) Of the total operating expenses, net $35,197 and $70,644 for the three and six months ended June 30, 2026, respectively, and $25,411 and $71,698 for the three and six months ended June 30, 2025, respectively, are included in Direct operating expenses in the accompanying condensed consolidated statements of operations. Of the total operating expenses, net, $22,340 and $42,831 for the three and six months ended June 30, 2026, respectively, and $19,389 and $40,020 for the three and six months ended June 30, 2025, respectively, are included in Selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.
24
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Note 15. Segment Information
As of June 30, 2026, the Company was comprised of two reportable segments: Sphere and MSG Networks. The Company takes into account whether two or more operating segments can be aggregated together as one reportable segment as well as the type of discrete financial information that is available and regularly reviewed by its Chief Operating Decision Maker (“CODM”). The CODM is the Company’s Executive Chairman and Chief Executive Officer.
The CODM evaluates segment performance and determines how to allocate resources based on the Company’s key financial measure of adjusted operating income (“AOI”), a non-GAAP financial measure. The Company defines AOI as operating income excluding:
(i) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets,
(ii) amortization for capitalized cloud computing arrangement costs,
(iii) share-based compensation expense,
(iv) restructuring charges or credits,
(v) merger, debt work-out, and acquisition-related costs, including merger-related litigation expenses, net of insurance recoveries,
(vi) gains or losses on sales or dispositions of businesses and associated settlements,
(vii) the impact of purchase accounting adjustments related to business acquisitions, and
(viii) gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan (which was established in November 2021).
The Company believes that the exclusion of share-based compensation expense or benefit 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 eliminates merger, debt work-out, and acquisition-related costs, including merger-related litigation expenses, net of insurance recoveries, when applicable, because the Company does not consider such costs to be indicative of the ongoing operating performance of the Company as they result from an event that is of a non-recurring nature, thereby enhancing comparability. In addition, management believes that the exclusion of gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan provides investors with a clearer picture of the Company’s operating performance given that, in accordance with GAAP, gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan are recorded in Operating (loss) income whereas gains and losses related to the remeasurement of the assets under the Company’s Executive Deferred Compensation Plan, which are equal to and therefore fully offset the gains and losses related to the remeasurement of liabilities, are recorded in Other (expense) income, net, which is not reflected in Operating (loss) income.
The CODM uses AOI for each segment predominantly throughout the annual budget and forecasting process. The CODM also considers budget-to-actual variances in AOI, at least quarterly, when making decisions about the allocation of operating and capital resources to each segment. Management believes AOI is an appropriate measure for evaluating the operating performance of its business segments and the Company on a consolidated basis. AOI 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 AOI 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).
25
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Information as to the operations of the Company’s reportable segments is set forth below.
Three Months Ended
June 30, 2026
Sphere MSG Networks Total
Revenues $ 226,353 $ 87,286 $ 313,639
Operating expenses:
Event-related expenses (a) 84,180 — 84,180
Rights fee expense — 48,541 48,541
Network programming and production costs — 14,792 14,792
Other direct operating expenses (a) 3,550 — 3,550
Overhead expenses(b) 125,590 13,617 139,207
Other segment expenses(c) 82,609 2,022 84,631
Operating (loss) income $ (69,576) $ 8,314 $ (61,262)
Other income (expense):
Interest income 4,786
Interest expense (8,273)
Other expense, net (504)
Loss from operations before income taxes $ (65,253)
Reconciliation of operating (loss) income to adjusted operating income:
Operating (loss) income $ (69,576) $ 8,314 $ (61,262)
Adjustments:
Share-based compensation expense 17,043 679 17,722
Depreciation and amortization 82,286 2,022 84,308
Restructuring charges 323 — 323
Merger, debt work-out, and acquisition-related costs, including merger-related litigation expenses, net of insurance recoveries 8,206 — 8,206
Amortization for capitalized cloud computing arrangement costs 1,399 — 1,399
Remeasurement of deferred compensation plan liabilities 228 — 228
Adjusted operating income $ 39,909 $ 11,015 $ 50,924
26
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Three Months Ended
June 30, 2025
Sphere MSG Networks Total
Revenues $ 175,587 $ 107,090 $ 282,677
Operating expenses:
Event-related expenses (a) 68,349 — 68,349
Rights fee expense — 39,303 39,303
Network programming and production costs — 15,664 15,664
Other direct operating expenses (a) 8,002 — 8,002
Overhead expenses(b) 96,389 16,634 113,023
Other segment expenses(c) 86,295 2,200 88,495
Operating (loss) income $ (83,448) $ 33,289 $ (50,159)
Other income (expense):
Gain on extinguishment of debt 346,092
Interest income 4,084
Interest expense (25,862)
Other expense, net (400)
Income from operations before income taxes $ 273,755
Reconciliation of operating (loss) income to adjusted operating income:
Operating (loss) income $ (83,448) $ 33,289 $ (50,159)
Adjustments:
Share-based compensation expense 17,953 897 18,850
Depreciation and amortization 81,707 2,200 83,907
Restructuring charges 947 — 947
Impairment and other losses, net 3,641 — 3,641
Merger, debt work-out, and acquisition-related costs, including merger-related litigation expenses, net of insurance recoveries 2,351 131 2,482
Amortization for capitalized cloud computing arrangement costs 1,579 — 1,579
Remeasurement of deferred compensation plan liabilities 219 — 219
Adjusted operating income $ 24,949 $ 36,517 $ 61,466
27
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Six Months Ended
June 30, 2026
Sphere MSG Networks Total
Revenues $ 492,318 $ 207,733 $ 700,051
Operating expenses:
Event-related expenses (a) 178,606 — 178,606
Rights fee expense — 99,187 99,187
Network programming and production costs — 34,567 34,567
Other direct operating expenses (a) 8,350 — 8,350
Overhead expenses(b) 232,186 28,724 260,910
Other segment expenses(c) 167,635 4,856 172,491
Operating (loss) income $ (94,459) $ 40,399 $ (54,060)
Other income (expense):
Loss on extinguishment of debt (2,071)
Interest income 8,737
Interest expense (16,312)
Other expense, net (1,928)
Loss from operations before income taxes $ (65,634)
Reconciliation of operating (loss) income to adjusted operating income:
Operating (loss) income $ (94,459) $ 40,399 $ (54,060)
Adjustments:
Share-based compensation expense 30,186 1,446 31,632
Depreciation and amortization 164,560 4,115 168,675
Restructuring charges 2,996 741 3,737
Impairment and other losses, net 79 — 79
Merger, debt work-out, and acquisition-related costs, including merger-related litigation expenses, net of insurance recoveries 8,293 — 8,293
Amortization for capitalized cloud computing arrangement costs 2,316 — 2,316
Remeasurement of deferred compensation plan liabilities 228 — 228
Adjusted operating income $ 114,199 $ 46,701 $ 160,900
28
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Six Months Ended
June 30, 2025
Sphere MSG Networks Total
Revenues $ 333,132 $ 230,119 $ 563,251
Operating expenses:
Event-related expenses (a) 130,846 — 130,846
Rights fee expense — 106,449 106,449
Network programming and production costs — 36,305 36,305
Other direct operating expenses (a) 16,041 — 16,041
Overhead expenses(b) 192,793 34,499 227,292
Other segment expenses(c) 170,662 4,424 175,086
Operating (loss) income $ (177,210) $ 48,442 $ (128,768)
Other income (expense):
Gain on extinguishment of debt 346,092
Interest income 7,962
Interest expense (52,068)
Other expense, net (1,740)
Income from operations before income taxes $ 171,478
Reconciliation of operating (loss) income to adjusted operating income:
Operating (loss) income $ (177,210) $ 48,442 $ (128,768)
Adjustments:
Share-based compensation expense 37,907 2,538 40,445
Depreciation and amortization 163,712 4,424 168,136
Restructuring charges 2,788 — 2,788
Impairment and other losses, net 4,162 — 4,162
Merger, debt work-out, and acquisition-related costs, including merger-related litigation expenses, net of insurance recoveries 3,339 3,934 7,273
Amortization for capitalized cloud computing arrangement costs 3,158 — 3,158
Remeasurement of deferred compensation plan liabilities 240 — 240
Adjusted operating income $ 38,096 $ 59,338 $ 97,434
_______________
(a)Event-related expenses include, but are not limited to, day-of-event costs, direct operating expenses for The Sphere Experience, venue operating expenses, and other event-related direct operating expenses. Other direct operating expenses include, but are not limited to, expenses related to sponsorship, signage, Exosphere advertising, suite licenses, and other operating expenses. In total, these expenses when combined with MSG Networks rights fee expense and network programming and production costs represent the Company’s Direct operating expenses as presented on the accompanying condensed consolidated statements of operations.
(b)For each reportable segment, Overhead expenses currently include selling, general and administrative costs.
(c)For each reportable segment, Other segment expenses include all other expenses that do not meet the definition of other previously disclosed expenses, primarily depreciation and amortization, impairment and other losses, net and restructuring charges.
Concentration of Risk
Accounts receivable, net in the accompanying condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 include amounts due from the following individual customers, which accounted for the noted percentages of the gross balance:
As of
June 30, 2026 December 31, 2025
Customer A 9 % 9 %
Customer B 8 % 11 %
Customer C 8 % 8 %
29
SPHERE ENTERTAINMENT CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(continued)
Revenues in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 include amounts from the following individual customers, derived from the MSG Networks segment, which accounted for the noted percentages of the total:
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Customer 1 8 % 11 % 8 % 11 %
Customer 2 6 % 9 % 6 % 6 %
Customer 3 6 % 8 % 6 % 8 %
Note 16. Additional Financial Information
The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash.
As of
June 30, 2026 December 31, 2025
Cash and cash equivalents $ 550,974 $ 507,776
Restricted cash 1,045 13,488
Total cash, cash equivalents and restricted cash $ 552,019 $ 521,264
The Company’s cash equivalents consist of money market accounts, time deposits and U.S. treasury bills of $537,696 and $99,433 as of June 30, 2026 and December 31, 2025, respectively. Cash, cash equivalents, and restricted cash are measured at fair value within Level I of the fair value hierarchy on a recurring basis using observable inputs that reflect quoted prices for identical assets in active markets. The Company’s restricted cash includes cash deposited in escrow accounts. The Company has deposited cash in interest-bearing escrow accounts related to collateral for its operating leases, and general liability insurance obligations.
Prepaid expenses and other current assets consisted of the following:
As of
June 30, 2026 December 31, 2025
Prepaid expenses $ 24,696 $ 38,543
Other receivables 8,820 10,839
Inventory 17,628 14,453
Deferred costs, current 7,771 17,627
Other 7,991 11,362
Total prepaid expenses and other current assets $ 66,906 $ 92,824
Accrued expenses and other current liabilities consisted of the following:
As of
June 30, 2026 December 31, 2025
Accrued payroll and employee related liabilities $ 42,198 $ 63,542
Cash due to promoters 151,836 163,499
Capital expenditure accruals 116,026 130,061
Accrued legal fees 28,082 19,361
Other accrued expenses 53,365 55,014
Total Accrued expenses and other current liabilities $ 391,507 $ 431,477
Income Taxes
During the six months ended June 30, 2026 and 2025, the Company made income tax payments, net of refunds, of $15,465 and $1,939, respectively.
30