Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 1.01 Entry into a Material Definitive Agreement. NHL Transfer Consent Agreement On October 23, 2026, MSG Knickerbockers Corp. (formerly Madison Square Garden Sports Corp. and referred to herein as the “Registrant”), MSG Rangers Corp. (formerly MSGS Spinco, Inc.…
Filed Oct 27, 2026Accepted Oct 27, 2026, 4:24 PM EDTCIK 1636519Accession 0001193125-26-434274
Madison Square Garden Sports Corp. (MSG Sports) is a leading professional sports company, with a collection of assets that includes the New York Knicks (NBA) and the New York Rangers (NHL), as well as two development league teams - the Westchester Knicks (NBAGL) and the Hartford Wolf Pack (AHL). MSG Sports also operates a professional sports team performance center - the MSG Training Center in Greenburgh, NY. More information is available at www.msgsports.com.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
NHL Transfer Consent Agreement
On October 23, 2026, MSG Knickerbockers Corp. (formerly Madison Square Garden Sports Corp. and referred to herein as the “Registrant”), MSG Rangers Corp. (formerly MSGS Spinco, Inc. and referred to herein as “MSG Rangers”) and certain of their subsidiaries, entered into a Transfer Consent Agreement with the National Hockey League (“NHL”) pursuant to which the parties acknowledge that future transfers of the ownership of the New York Rangers hockey club (the “Rangers”), the location of the Rangers or certain other transfers of assets or ownership, subject to exceptions, will require the consent of the NHL. The Registrant parties and MSG Rangers parties also agreed to release the NHL entities from any claims against them.
The description above is qualified in its entirety by reference to the Transfer Consent Agreement, which is attached as Exhibits 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 26, 2026, the Registrant distributed all of the issued and outstanding shares of the common stock of MSG Rangers to its stockholders (the “Distribution”). MSG Rangers owns, directly or indirectly, the Rangers business previously owned and operated by the Registrant (collectively, the “Spinco Business”). In the Distribution, (a) each holder of the Registrant’s Class A common stock, par value $0.01 per share (“Registrant Class A Common Stock”), received one share of MSG Rangers Class A common stock, par value $0.01 per share (“MSG Rangers Class A Common Stock”), for every two shares of Registrant Class A Common Stock held of record as of the close of business, New York City time, on October 20, 2026 (the “Record Date”) and (b) each holder of the Registrant’s Class B common stock, par value $0.01 per share (“Registrant Class B Common Stock”), received one share of MSG Rangers Class B common stock, par value $0.01 per share, for every two shares of Registrant Class B Common Stock held of record as of the close of business, New York City time, on the Record Date.
Subsequent to the Distribution, the Registrant will no longer include the financial results of the Spinco Business for the purpose of its own financial reporting. After the date of the Distribution, the historical financial results of the Spinco Business will be reflected in the consolidated financial statements of the Registrant as discontinued operations for all periods presented through the Distribution date, beginning with the financial statements to be filed for the fiscal quarter ended December 31, 2026.
Filed as Exhibit 99.1 to this Current Report on Form 8-K are the unaudited pro forma consolidated balance sheet of the Registrant as of June 30, 2026 and the unaudited pro forma condensed consolidated statements of operations of the Registrant for the fiscal years ended June 30, 2026, 2025 and 2024, in each case giving effect to the Distribution.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreements
Employment Agreement with James L. Dolan
On October 26, 2026, the Registrant amended and restated the existing employment agreement with James L. Dolan, the Registrant’s Executive Chairman and Chief Executive Officer (the “Amended and Restated Dolan Employment Agreement”). The Amended and Restated Dolan Employment Agreement is substantially the same as the existing employment agreement between the Registrant and Mr. Dolan, except that the Amended and Restated Dolan Employment Agreement (i) provides for an annual base salary of not less than $1,016,000, (ii) decreases the aggregate target value of Mr. Dolan’s annual long-term awards to $4,953,000 and (iii) acknowledges that Mr. Dolan will also be employed by MSG Rangers during his employment with the Registrant.
The description above is qualified in its entirety by reference to the Amended and Restated Dolan Employment Agreement, which is attached as Exhibit 10.2 hereto and incorporated into this Item 5.02 by reference.
Employment Agreement with David Granville-Smith
On October 26, 2026, the Registrant amended the existing employment agreement with David Granville-Smith, the Registrant’s Executive Vice President, to (i) provide for an annual base salary of not less than $508,000, (ii) decrease the aggregate target value of Mr. Granville-Smith’s annual long-term awards to $1,079,500 and (iii) acknowledge that Mr. Granville-Smith will also be employed by MSG Rangers during his employment with the Registrant (the “Granville-Smith Employment Agreement Amendment”).
The description above is qualified in its entirety by reference to the Granville-Smith Employment Agreement Amendment, which is attached as Exhibit 10.3 hereto and incorporated into this Item 5.02 by reference.
Employment Agreement with Paul DiCicco
On October 26, 2026, the Registrant amended the existing employment agreement with Paul DiCicco, the Registrant’s Executive Vice President, Chief Financial Officer and Treasurer, to (i) provide for an annual base salary of not less than $412,750, (ii) decrease the aggregate target value of Mr. DiCicco’s annual long-term awards to $412,750 and (iii) acknowledge that Mr. DiCicco will also be employed by MSG Rangers during his employment with the Registrant (the “DiCicco Employment Agreement Amendment”).
The description above is qualified in its entirety by reference to the DiCicco Employment Agreement Amendment, which is attached as Exhibit 10.4 hereto and incorporated into this Item 5.02 by reference.
Employment Agreement with Jamaal T. Lesane
On October 26, 2026, the Registrant amended the existing employment agreement with Jamaal T. Lesane, the Registrant’s Executive Vice President and Chief Legal Officer, to (i) provide for an annual base salary of not less than $635,000, (ii) decrease the aggregate target value of Mr. Lesane’s annual long-term awards to $952,500 and (iii) acknowledge that Mr. Lesane will also be employed by MSG Rangers during his employment with the Registrant (the “Lesane Employment Agreement Amendment”).
The description above is qualified in its entirety by reference to the Lesane Employment Agreement Amendment, which is attached as Exhibit 10.5 hereto and incorporated into this Item 5.02 by reference.
Distribution Award
On October 23, 2026, the Compensation Committee of the Board of Directors of the Registrant approved a one-time cash award of $10,000,000 to James L. Dolan, the Registrant’s Executive Chairman and Chief Executive Officer, in recognition of his significant efforts and leadership in connection with the Distribution. Mr. Dolan’s cash award was paid on October 26, 2026 in a single lump sum, less applicable taxes and withholdings, in accordance with the Registrant’s standard payroll practices and procedures.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 26, 2026, the Registrant filed with the Nevada Secretary of State a certificate of amendment (the “Certificate of Amendment”) to its articles of incorporation to change its name from Madison Square Garden Sports Corp. to MSG Knickerbockers Corp. effective as of 11:59 p.m. on October 26, 2026. The Registrant also amended its bylaws to conform the provisions relating to exclusive forum to reflect changes in Nevada law and practice and to change its name from Madison Square Garden Sports Corp. to MSG Knickerbockers Corp. effective as of 11:59 p.m. Eastern Time on October 26, 2026 (the “A&R Bylaws”).
The above description does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment and the A&R Bylaws, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
Filed exhibits (1)
EX-99.1 (by filename) d178604dex991.htm
Exhibit 99.1
MSG KNICKERBOCKERS CORP.
(FORMERLY MADISON SQUARE GARDEN SPORTS CORP.)
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands)
On
October 26, 2026, MSG Knickerbockers Corp., formerly Madison Square Garden Sports Corp. (the “Registrant”), distributed all of the outstanding common stock of MSG Rangers Corp., formerly MSGS Spinco, Inc. (“MSGR”), to
its stockholders (the “Distribution”). The Registrant contributed to MSGR the Registrant’s subsidiaries that hold all of the interests in the New York Rangers business previously owned and operated by the Registrant. Subsequent to
the Distribution, the Registrant will no longer consolidate the financial results of MSGR for the purpose of its own financial reporting. MSGR is now a New York Stock Exchange listed public company under the symbol “MSGR.” After the date
of the Distribution, the historical financial results of MSGR will be reflected in the Registrant’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all
periods presented through the Distribution date, effective with the filing with the U.S. Securities and Exchange …