Material Agreement (Form 8-K)

Item 1.01.

Entry into a Material Definitive Agreement.

On April 24, 2025, Sphere Entertainment Co. (the "Company"), its wholly-owned subsidiary, MSG Networks Inc. ("MSG Networks"), and certain subsidiaries of MSG Networks entered into a Transaction Support Agreement (the "Transaction Support Agreement") with respect to the restructuring of the debt of subsidiaries of MSG Networks and amendments to the media rights agreements between subsidiaries of MSG Networks and New York Knicks, LLC and New York Rangers, LLC (collectively, the "Teams"), each an indirect subsidiary of Madison Square Garden Sports Corp. ("MSG Sports"), respectively (the "Transactions").

The Transaction Support Agreement is among MSG Networks, MSGN Holdings, L.P. (the "Borrower"), certain of MSG Networks' other subsidiaries (together with MSG Networks and the Borrower, the "MSGN Parties"), the lenders under the Borrower's existing credit facilities identified therein (the "Consenting Lenders"), the Teams and the Company (together with the Consenting Lenders and the Teams, the "Consenting Stakeholders"), pursuant to which the Consenting Stakeholders have agreed to support the Transactions on the terms set forth in the Transaction Support Agreement and in the term sheet attached thereto as Exhibit A (the "Term Sheet"). The Term Sheet sets forth the principal terms of the Transactions that will be consummated upon the execution of definitive documents containing terms consistent with those set forth in the Term Sheet and such other terms as agreed to by the MSGN Parties and the Consenting Stakeholders. The Term Sheet contemplates, among other things:

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that the Company will make a $15 million capital contribution to the Borrower;

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that the Borrower's existing credit facilities will be replaced with a new $210 million term loan facility (the "New Term Loan Facility"), which will mature in December 2029, have a fixed amortization of $10 million per quarter and require 100% of the Borrower's excess free cash flow generated through operating activities to be used to repay the principal amount outstanding under the New Term Loan Facility until fully repaid, subject to limited exceptions set forth in the Term Sheet and otherwise to be agreed;

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that outstanding borrowings under the New Term Loan Facility will bear interest at a rate per annum equal to SOFR plus 5.00%;

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that the Borrower will make a minimum cash payment of $80 million (including the $15 million capital contribution from the Company to the Borrower) to the Consenting Lenders upon the closing of the New Term Loan Facility;

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amendments to media rights agreements to which subsidiaries of MSG Networks are a party, effective as of January 1, 2025, as follows:

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New York Knicks:

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a reduction of 28% in the annual rights fee;

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an elimination of the annual rights fee escalator; and

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a change to the contract expiration date to the end of the 2028-29season, subject to a right of first refusal in favor of MSG Networks;

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New York Rangers:

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a reduction of 18% in the annual rights fee;

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an elimination of the annual rights fee escalator; and

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a change to the contract expiration date to the end of the 2028-29season, subject to a right of first refusal in favor of MSG Networks;

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the issuance by MSG Networks of penny warrants to MSG Sports exercisable for 19.9% of the equity interests in MSG Networks;

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beginning with the first calendar year-endfollowing the repayment in full of the New Term Loan Facility, annual payments to the Consenting Lenders in an amount equal to 50% of the difference between the Borrower's balance sheet cash and the Minimum Cash Balance (as defined in the Term Sheet) until the earlier of the December 31, 2029 payment and payment of $100 million in the aggregate to the Consenting Lenders; and

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the entry into a mutual release agreement by and among the parties to the Transaction Support Agreement providing for a customary mutual release of claims among the parties thereto.

The Company, Sphere Entertainment Group, LLC ("Sphere Entertainment Group") and the subsidiaries of Sphere Entertainment Group (collectively, the "Non-CreditParties") will not be legally obligated to fund the outstanding borrowings under the New Term Loan Facility, nor will the assets of the Non-CreditParties be pledged as security under the New Term Loan Facility.

The Transaction Support Agreement contains certain covenants on the part of each of the Consenting Stakeholders, including, among other things, (i) commitments to support, and to use commercially reasonable efforts and timely take all reasonable actions necessary to support, implement and consummate the Transactions and (ii) commitments to negotiate in good faith and use commercially reasonable efforts to execute and implement definitive documents that are consistent with the Transaction Support Agreement.

Pursuant to the Transaction Support Agreement, the Consenting Stakeholders have agreed to implement the Transactions by June 27, 2025, which date may be extended or waived in writing by each of the Consenting Stakeholders and MSG Networks.

The foregoing description of the Transaction Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Support Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-Kand incorporated herein by reference.