MSGE EVP Philip D'Ambrosio Exercises Awards; 19,113 Shares Withheld

What Happened

• Philip Gerard D'Ambrosio, EVP and Treasurer of Madison Square Garden Entertainment Corp. (MSGE), had restricted stock units (RSUs) and performance RSUs (PSUs) vest/convert on 2026-09-15. A total of 38,291 shares were issued on settlement/exercise (derivative conversion, code M). To satisfy tax withholding obligations, 19,113 shares were withheld/treated as disposed (code F) at $80.89 per share, producing cash proceeds of $723,804 and $822,247 (total ≈ $1,546,051). Net shares retained by D'Ambrosio after withholding were 19,178 shares.

Key Details

• Transaction date: 2026-09-15; Form 4 filed: 2026-09-17 (timely — within the typical two-business-day window).
• Shares issued (acquired via conversion/settlement): 38,291 total (6,227 + 6,008 + 6,143 + 19,913).
• Shares withheld/Disposed for taxes: 19,113 total (8,948 shares → $723,804; 10,165 shares → $822,247) at $80.89 per share.
• Net shares retained after withholding: 19,178 (38,291 − 19,113).
• Transaction codes: M = exercise/conversion of derivative (vesting/settlement of RSUs/PSUs); F = shares withheld/paid to satisfy tax liability.
• Footnotes: Grants dated 9/1/2023, 8/27/2024, and 8/25/2025 with various vesting schedules (see F1–F3). Withheld shares for tax are exempt under Rule 16b-3 (F4, F6). PSUs vested after performance conditions were met (F5).
• Shares owned after the transactions are not specified in the provided excerpt of the filing.

Context

• This was not an open-market sale but routine settlement of vested equity awards with shares withheld to cover taxes (a common cashless-style outcome). Such withholding transactions are administrative and do not necessarily indicate a buy/sell signal about the insider's market view.