UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2021

MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Exact name of registrant as specified in its charter)

Delaware 001-39245 84-3755666 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

Two Pennsylvania Plaza, New York, New York 10121 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 465-6000

Not Applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Trading Name of each exchange Title of each class Symbol(s) on which registered Class A Common Stock MSGE New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.01. Completion of Acquisition or Disposition of Assets. On July 9, 2021, Madison Square Garden Entertainment Corp., a Delaware corporation (“MSG Entertainment”), completed its previously announced acquisition of MSG Networks Inc., a Delaware corporation (“MSG Networks”), pursuant to that certain Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), among MSG Entertainment, Broadway Sub Inc., a Delaware corporation and a wholly-owned subsidiary of MSG Entertainment (“Merger Sub”), and MSG Networks. On July 9, 2021, Merger Sub merged with and into MSG Networks (the “Merger”), with MSG Networks surviving and continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of MSG Entertainment.

At 7:51 a.m. on July 9, 2021, the effective time of the Merger (the “Effective Time”), (i) each share of Class A common stock, par value $0.01 per share, of MSG Networks (“MSGN Class A Common Stock”) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive a number of shares of Class A common stock, par value $0.01 per share, of MSG Entertainment (“MSGE Class A Common Stock”) such that each holder of record of shares of MSGN Class A Common Stock has the right to receive, in the aggregate, a number of shares of MSGE Class A Common Stock equal to the total number of shares of MSGN Class A Common Stock held of record immediately prior to the Effective Time multiplied by 0.172, with such product rounded up to the next whole share and (ii) each share of Class B common stock, par value $0.01 per share, of MSG Networks (“MSGN Class B Common Stock” and, together with MSGN Class A Common Stock, “MSGN Common Stock”) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive a number of shares of Class B common stock, par value $0.01 per share, of MSG Entertainment (“MSGE Class B Common Stock” and, together with MSGE Class A Common Stock, “MSGE Common Stock”) such that each holder of record of shares of MSGN Class B Common Stock has the right to receive, in the aggregate, a number of shares of MSGE Class B Common Stock equal to the total number of shares of MSGN Class B Common Stock held of record immediately prior to the Effective Time multiplied by 0.172, with such product rounded up to the next whole share, in each case except for Excluded Shares (as defined in the Merger Agreement).

Each outstanding and unexercised stock option to purchase MSGN Class A Common Stock (a “MSGN Stock Option”), whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time was assumed by MSG Entertainment and converted into a stock option to purchase MSGE Common Stock (a “MSGE Stock Option”), evidencing the right to purchase (i) such number of shares of MSGE Common Stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (A) the total number of shares of MSGN Class A Common Stock subject to such MSGN Stock Option immediately prior to the Effective Time by (B) 0.172, (ii) at a per-share exercise price (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of MSGN Class A Common Stock at which such MSGN Stock Option was exercisable immediately prior to the Effective Time by (B) 0.172; provided that for each such MSGN Stock Option subject to performance vesting conditions that was outstanding on the date of the Merger Agreement and that remained outstanding at the Effective Time, (x) the number of shares of MSGN Class A Common Stock used in clause (i) (A) of this sentence is equal to the number of shares of MSGN Class A Common Stock that would be subject to such MSGN Stock Option assuming the performance conditions applicable thereto were achieved at 100% of target and (y) each such MSGN Stock Option shall convert to an MSGE Stock Option with time-based vesting conditions for the remainder of the applicable performance period. Except as set forth in this paragraph, each MSGE Stock Option is otherwise subject to the same terms, conditions and vesting requirements as were applicable to the MSGN Stock Option immediately prior to the Effective Time.

Each restricted stock unit award corresponding to shares of MSGN Class A Common Stock, which award is subject to restrictions on vesting or settlement based on performance and/or continuing service (a “MSGN RSU”), whether vested or unvested, that was outstanding immediately prior to the Effective Time was assumed by MSG Entertainment and converted into a restricted stock unit award corresponding to shares of MSGE Common Stock, which award is subject to restrictions on vesting or settlement based on performance and/or continuing service (a “MSGE RSU”). The number of MSGE RSUs received in exchange for each MSGN RSU was determined by multiplying (i) the total number of shares of MSGN Class A Common Stock subject to such MSGN RSU immediately prior to the Effective Time by (ii) 0.172; provided that for each MSGN RSU subject to performance vesting conditions that was outstanding on the date of the Merger Agreement and that remained outstanding at the Effective Time, (x) the number of shares of MSGN Class A Common Stock used in clause (i) of this sentence shall be equal to the number of shares of MSGN Class A Common Stock that would be subject to such MSGN RSU assuming the performance conditions applicable thereto were achieved at 100% of target and (y) each such MSGN RSU converted to an MSGE RSU with time-based vesting conditions for the remainder of the applicable performance period. Except as set forth in this paragraph, each MSGE RSU is otherwise subject to the same terms, conditions and vesting requirements as were applicable to the MSGN RSU immediately prior to the Effective Time.

2 The issuance of shares of MSGE Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to MSG Entertainment’s registration statement on Form S-4 (File No. 333-255859) (the “Registration Statement”), declared effective by the Securities and Exchange Commission (the “SEC”) on June 4, 2021. The joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) included in the Registration Statement contains additional information about the Merger.

The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which was included as Annex A to the Joint Proxy Statement/Prospectus, and which was filed as Exhibit 2.1 to MSG Entertainment’s Current Report on Form 8-K filed on March 26, 2021. The Merger Agreement is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In accordance with the terms of the Merger Agreement and MSG Entertainment’s Amended and Restated Certificate of Incorporation (the “MSG Charter”) and Amended By-laws, effective as of the Effective Time on July 9, 2021, the Board of Directors of MSG Entertainment (the “Board”) increased the size of the Board by one member and appointed Joel Litvin, a former director of MSG Networks appointed by the holders of MSGN Class A Common Stock, to fill the newly created vacancy and serve as a member of the Board elected by the holders of MSGE Class A Common Stock.

By virtue of the Merger, the employment agreements between MSG Networks and the individuals who served as the named executive officers of MSG Networks will continue to apply following the Merger. As discussed in the Joint Proxy Statement/Prospectus, the consummation of the Merger was not a change in control under any plans or agreements of MSG Networks to which its named executive officers are party, and any severance benefits under those individuals’ agreements are payable only upon a qualifying termination of employment. James L. Dolan, the Executive Chairman and Chief Executive Officer of MSG Entertainment, also served as Executive Chairman of MSG Networks and is party to an employment agreement with MSG Networks, which was effective July 1, 2020 and remains in effect. Mr. Dolan’s employment agreement with MSG Networks is scheduled to expire on June 30, 2024 and has terms substantially similar to the initial terms of his employment agreement with MSG Entertainment, except that the agreement with MSG Networks, provides an annual base salary of not less than $1,250,000, an annual target bonus opportunity equal to not less than 200% of his base salary, and eligibility to participate in long-term incentive programs with an annual target value expected to be not less than $4,050,000.

Item 5.07. Submission of Matters to a Vote of Security Holders. On July 8, 2021, MSG Entertainment held a special meeting of stockholders (the “Special Meeting”) to vote upon the proposals set forth in the joint proxy statement/prospectus of MSG Entertainment and MSG Networks, filed with the SEC on June 4, 2021, to (1) authorize the issuance of MSGE Common Stock as merger consideration to the stockholders of MSG Networks (the “Share Issuance Proposal”) pursuant to the Merger Agreement and (2) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Share Issuance Proposal (the “Adjournment Proposal”).

As of the close of business on June 14, 2021, the record date for the Special Meeting, there were 19,618,324 shares of MSGE Class A Common Stock and 4,529,517 shares of MSGE Class B Common Stock issued and outstanding and entitled to vote at the Special Meeting. 14,313,414 shares of MSGE Class A Common Stock and 4,529,517 shares of MSGE Class B Common Stock were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting. In accordance with the MSGE Charter, the holders of MSGE Class A Common Stock have one vote per share and the holders of MSGE Class B Common Stock have ten votes per share.

The Share Issuance Proposal and the Adjournment Proposal were approved, although no adjournment was needed in light of the Share Issuance Proposal approval. The voting results for the Share Issuance Proposal, including the votes for, the percentage of votes for, the votes against, and any abstentions or broker non-votes, are described below.

3 Proposal 1 – Approval of the Share Issuance Proposal:

Votes For Percentage For Votes Against Abstentions Broker Non-Votes 58,870,315 98.8% 684,039 54,230 0

For purposes of the separate vote of the MSGE Class B Common Stock required under the MSGE Charter in connection with the issuance of MSGE Class B Common Stock, all shares of MSGE Class B Common Stock voted in favor the Share Issuance Proposal.

Item 7.01 Regulation FD Disclosure. On July 9, 2021, MSG Entertainment issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of MSG Entertainment under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements. The audited consolidated balance sheets of MSG Networks as of June 30, 2020 and June 30, 2019 and the consolidated statements of operations, consolidated statements of cash flows, consolidated statements of comprehensive income and consolidated statements of stockholders’ deficiency of MSG Networks for the years ended June 30, 2020, 2019 and 2018, and the notes related thereto, are incorporated by reference as Exhibit 99.2 hereto and are incorporated by reference into this Item 9.01(a).

The Report of Independent Registered Public Accounting Firm, issued by KPMG LLP, dated August 13, 2020, relating to the consolidated financial statements of MSG Networks is incorporated by reference as Exhibit 99.3 hereto and is incorporated by reference into this Item 9.01(a).

The unaudited consolidated balance sheet of MSG Networks as of March 31, 2021 and the consolidated statement of operations, consolidated statement of cash flows, consolidated statement of comprehensive income and consolidated statement of stockholders’ deficiency of MSG Networks for the nine months ended March 31, 2021, and the notes related thereto, are incorporated by reference as Exhibit 99.4 hereto and are incorporated by reference into this Item 9.01(a).

(b) Pro Forma Financial Information. The unaudited pro forma condensed statement of operations for the years ended June 30, 2020, June 30, 2019, June 30, 2018 and the nine months ended March 31, 2021 give effect to the Merger as if it had been consummated on July 1, 2017. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 has been prepared to give effect to the Merger as if it had been consummated on March 31, 2021. The pro forma financial information and the related notes thereto, required to be filed under Item 9.01 of this Current Report on Form 8-K, were previously filed in the Joint Proxy Statement/Prospectus under the caption “Unaudited Pro Forma Condensed Combined Financial Information” and are incorporated by reference as Exhibit 99.5 hereto and are incorporated by reference into this Item 9.01(b).

4 (d) Exhibits.

Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as of March 25, 2021, by and among MSG Entertainment, Merger Sub and MSG Networks (incorporated by reference to Exhibit 2.1 to MSG Entertainment’s Current Report on Form 8-K filed on March 26, 2021). 23.1 Consent of KPMG LLP. 99.1 Press release, dated July 9, 2021, issued by MSG Entertainment. 99.2 The audited consolidated balance sheets of MSG Networks, as of June 30, 2020 and June 30, 2019, and the consolidated statements of operations, consolidated statements of cash flows, consolidated statements of comprehensive income and consolidated statements of stockholders’ deficiency of MSG Networks, for the years ended June 30, 2020, 2019 and 2018, and the notes related thereto (incorporated by reference to Part II. Item 8 of MSG Networks’ Form 10-K filed with the SEC on August 13, 2020 (the “2020 Form 10-K”)). 99.3 The Report of Independent Registered Public Accounting Firm, issued by KPMG LLP, dated August 13, 2020, relating to the consolidated financial statements of MSG Networks (incorporated by reference to Part II. Item 8 of the 2020 Form 10-K). 99.4 The unaudited consolidated balance sheet of MSG Networks as of March 31, 2021 and the consolidated statement of operations, consolidated statement of cash flows, consolidated statement of comprehensive income and consolidated statement of stockholders’ deficiency of MSG Networks for the nine months ended March 31, 2021, and the notes related thereto (incorporated by reference to Part I. Item I of MSG Networks’ Form 10-Q filed with the SEC on May 7, 2021). 99.5 The unaudited pro forma condensed statement of operations, for the years ended June 30, 2020, June 30, 2019, June 30, 2018 and the nine months ended March 31, 2021, and the unaudited pro forma condensed combined balance sheet as of March 31, 2021 (incorporated by reference to the information under the caption “Unaudited Pro Forma Condensed Combined Financial Information” of Amendment No. 1 to the Form S-4 of MSG Entertainment (SEC File No. 333-255859) filed on June 2, 2021). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

5 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Registrant)

By: /s/ Andrew Lustgarten Name: Andrew Lustgarten Title: President

Dated: July 9, 2021

6 Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated August 13, 2020, with respect to the consolidated financial statements and financial statement schedule II, and the effectiveness of internal control over financial reporting of MSG Networks Inc., which reports are incorporated by reference in the Form 8-K of Madison Square Garden Entertainment Corp. dated July 9, 2021.

/s/ KPMG LLP

New York, New York July 9, 2021 Exhibit 99.1

MSG ENTERTAINMENT COMPLETES ACQUISITION OF MSG NETWORKS

Creates Powerful Platform of Renowned Venues, Entertainment Properties and Regional Sports and Entertainment Networks

Combined Company Moves Forward With Greater Scale and Revenue Diversity, As Well As Enhanced Financial Flexibility

NEW YORK, NY, July 9, 2021 – Madison Square Garden Entertainment Corp. (“MSG Entertainment”) (NYSE: MSGE) announced today that it has completed its previously announced acquisition of MSG Networks Inc. This merger creates a leading entertainment and media company with greater scale and revenue diversity, and a commitment to delivering unforgettable experiences.

The combined company features renowned venues, entertainment brands and regional sports and entertainment networks that together create a powerful platform for partners, advertisers, and consumers. This portfolio, combined with enhanced financial flexibility, better positions the company to pursue current and future growth initiatives such as mobile sports gaming and the company’s planned state-of-the-art venue in Las Vegas, MSG Sphere. In addition, as a result of this transaction, the company is expected to realize meaningful tax efficiencies, as well as cost synergies and interest expense savings.

Andrew Lustgarten will continue to serve as President of MSG Entertainment, and Andrea Greenberg will join MSG Entertainment and serve as President and CEO of MSG Networks – both reporting to MSG Entertainment Executive Chairman and CEO, James Dolan.

Mr. Lustgarten said: “We are pleased to complete this transaction, creating a stronger, more diversified company with both strategic and financial benefits. We look forward to utilizing our collective portfolio of complementary assets to drive new opportunities for customers and partners, as well as long-term value for shareholders.”

Ms. Greenberg said: “MSG Networks now benefits from being part of a larger company with greater resources that will be used to execute on the combined company’s objectives. These include pursuing new initiatives across both entertainment and media with the ultimate goal of driving continued growth.”

As a result of the merger, MSG Networks stockholders received 0.172 shares of MSG Entertainment Class A or Class B common stock for each share of MSG Networks Class A or Class B common stock they owned, as applicable. The merger has been structured to qualify as tax-free for U.S. federal income tax purposes for MSG Entertainment and MSG Networks and their stockholders.

Moelis & Company LLC and The Raine Group served as independent financial advisors and Wachtell, Lipton, Rosen & Katz served as independent legal counsel to the Special Committee of the Board of Directors of MSG Entertainment. PJT Partners, Goldman Sachs and J.P. Morgan acted as advisors to management of MSG Entertainment in connection with the transaction. LionTree Advisors LLC and Morgan Stanley & Co. LLC served as independent financial advisors and Davis Polk & Wardwell LLP served as independent legal counsel to the Special Committee of the Board of Directors of MSG Networks. Guggenheim Securities, LLC acted as an advisor to management of MSG Networks in connection with the transaction. Debevoise & Plimpton LLP served as legal counsel to the Dolan family. –more–

Page 2 – MSG Entertainment Completes Acquisition of MSG Networks About Madison Square Garden Entertainment Corp. Madison Square Garden Entertainment Corp. (MSG Entertainment) is a leader in live entertainment. The Company presents or hosts a broad array of events in its diverse collection of venues: New York’s Madison Square Garden, Hulu Theater at Madison Square Garden, Radio City Music Hall and Beacon Theatre; and The Chicago Theatre. MSG Entertainment is also building a new state-of-the-art venue in Las Vegas, MSG Sphere at The Venetian. In addition, the Company features the original production – the Christmas Spectacular Starring the Radio City Rockettes – and through Boston Calling Events, produces the Boston Calling Music Festival. The Company’s two regional sports and entertainment networks, MSG Network and MSG+, deliver a wide range of live sports content and other programming. Also under the MSG Entertainment umbrella is Tao Group Hospitality, with entertainment dining and nightlife brands including: Tao, Marquee, Lavo, Beauty & Essex, Cathédrale, Hakkasan and Omnia. More information is available at www.msgentertainment.com.

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Contacts:

Kimberly Kerns Ari Danes, CFA EVP and Chief Communications Officer Senior Vice President, Investor Relations & Treasury Madison Square Garden Entertainment Corp. Madison Square Garden Entertainment Corp. [email protected] [email protected] (212) 465-6442 (212) 465-6072

Forward-Looking Statements This document contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. However, the absence of these words does not mean that the statements are not forward-looking.

These forward-looking statements include, but are not limited to, statements regarding the proposed transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and actual results, developments and events may differ materially from those in the forward-looking statements as a result of various factors, including, but not limited to, the following factors: the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; MSG Entertainment’s and MSG Networks’ ability to effectively manage the impacts of the COVID-19 pandemic and the actions taken in response by governmental authorities and certain professional sports leagues; the risk that the anticipated tax treatment of the proposed transaction between MSG Entertainment and MSG Networks is not obtained; pending and potential litigation relating to the proposed transaction between MSG Entertainment and MSG Networks; the risk that the proposed transaction disrupts the current business plans and operations of MSG Entertainment or MSG Networks; the ability of MSG Entertainment and MSG Networks to retain and hire key personnel; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to the business relationships of MSG Entertainment and MSG Networks resulting from the completion of the transaction; financial community and rating agency perceptions of each of MSG Entertainment and MSG Networks and its business, operations, financial condition and the industry in which it operates; strategic or financial benefits or opportunities; the impact of the merger on the liquidity position or financial flexibility and other potential impacts of the transaction; opportunities related to mobile sports gaming or growth initiatives; and the potential impact of general economic, political and market factors on MSG Entertainment and MSG Networks. These risks, as well as other risks associated with the transaction between MSG Entertainment and MSG Networks, are more fully discussed in the joint proxy statement/prospectus filed by MSG Entertainment and MSG Networks with the SEC on June 4, 2021 in connection with the proposed transaction. The effects of the COVID-19 pandemic may give rise to risks that are currently unknown or amplify the risks associated with many of these factors. –more–

Page 3 – MSG Entertainment Completes Acquisition of MSG Networks In addition, future performance and actual results are subject to other risks and uncertainties that relate more broadly to MSG Entertainment’s and MSG Networks’ overall business and financial condition, including those more fully described in MSG Entertainment’s and MSG Networks’ filings with the SEC including their respective Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other SEC filings, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. Forward-looking statements speak only as of the date made, and MSG Entertainment and MSG Networks each disclaim any obligation to update or revise any forward- looking statements except as required by applicable law.