Sphere Entertainment (SPHR) leaders exercise options and adjust share holdings

Rhea-AI Filing Summary

Sphere Entertainment Co. executives James L. Dolan and Kristin A. Dolan reported a series of option exercises and related share dispositions in Class A Common Stock. On February 17, 2026, each exercised 54,315 stock options that had been granted under the MSG Networks Inc. 2010 Employee Stock Plan, which Sphere has assumed. The options were exercised through a cashless exercise and settled in cash.

Following these exercises, transactions in Class A Common Stock included dispositions to the issuer and shares withheld to cover the option exercise price and tax obligations at $114.71 per share, rather than open-market sales. After these movements, James L. Dolan directly held 978,468 shares of Class A Common Stock, with additional indirect holdings reported for spouse, minor children, and household members, all subject to explicit disclaimers of beneficial ownership by the respective spouses and for minor/household accounts.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DOLAN JAMES LAWRENCE

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sphere Entertainment Co. [ SPHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	Executive Chairman and CEO		Member of 13(d) Group

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/17/2026		M		54,315(1)	A	$67.33	1,032,783(2)	D(3)
Class A Common Stock	02/17/2026		M		54,315(1)	A	$67.33	1,087,098(2)	D(3)
Class A Common Stock	02/17/2026		D		11,599.5(1)	D	$114.71	1,075,498.5(2)	D(3)
Class A Common Stock	02/17/2026		D		11,599.5(1)	D	$114.71	1,063,899(2)	D(3)
Class A Common Stock	02/17/2026		F		63,761(4)	D	$114.71	1,000,138(2)	D(3)
Class A Common Stock	02/17/2026		F		21,670(5)	D	$114.71	978,468(2)	D(3)
Class A Common Stock								14,119	I(6)	By Spouse
Class A Common Stock								746	I(7)	By Minor Children and Household Members

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Rights to Buy)	$67.33	02/17/2026		M			54,315(1)	(8)	02/25/2026	Class A Common Stock	54,315	$0	0	D
Stock Options (Rights to Buy)	$67.33	02/17/2026		M			54,315(1)	08/28/2021	02/25/2026	Class A Common Stock	54,315	$0	0	D

1. Name and Address of Reporting Person^*

DOLAN JAMES LAWRENCE

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	Executive Chairman and CEO		Member of 13(d) Group

1. Name and Address of Reporting Person^*

Dolan Kristin A

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each stock option was granted under the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Sphere Entertainment Co. ("SPHR"), and represents the option to purchase Class A Common Stock. The options were exercised on February 17, 2026, through cashless exercise, and settled in cash.

2. Includes shares jointly held with spouse.

3. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities, and this filing shall not be deemed an admission that Ms. Dolan is, for the purpose of Section 16 or for any other purpose, the beneficial owner of such securities.

4. Represents shares of Class A Common Stock withheld to satisfy the exercise price in connection with the exercise of stock options described in footnote 1, exempt under Rule 16b-3.

5. Represents shares of Class A Common Stock withheld to satisfy tax withholding obligations in connection with the exercise and settlement of stock options described in footnote 1, exempt under Rule 16b-3.

6. Securities held directly by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

7. The reporting persons disclaim beneficial ownership of all securities of SPHR beneficially owned and deemed to be beneficially owned by their minor children and household members and this report shall not be deemed an admission that reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

8. Two-thirds of the stock options were fully vested on the date of grant, July 9, 2021, and the remaining one-third vested on August 29, 2021.

	/s/ James L. Dolan	02/19/2026
	/s/ Mark C. Cresitello, Attorney-in-Fact for Kristin A. Dolan	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Sphere Entertainment (SPHR) report for James and Kristin Dolan?

James and Kristin Dolan each exercised 54,315 stock options in Sphere Entertainment on February 17, 2026, via cashless exercise. The resulting Class A shares triggered related dispositions to the issuer and share withholding, primarily to cover the option exercise price and tax obligations.

Were the Sphere Entertainment (SPHR) Dolan transactions open-market stock sales?

The reported Sphere Entertainment transactions were not open-market sales. Shares were disposed of to the issuer and withheld at $114.71 per share to satisfy the option exercise price and tax liabilities arising from the cashless option exercises, consistent with Rule 16b-3 exemptions noted in the filing.

How many Sphere Entertainment (SPHR) shares does James L. Dolan hold after these Form 4 transactions?

After the reported transactions, James L. Dolan directly held 978,468 shares of Sphere Entertainment Class A Common Stock. The filing also reports additional indirect holdings by his spouse, minor children, and household members, with explicit disclaimers of beneficial ownership for those indirect positions.

What does cashless option exercise mean in the Sphere Entertainment (SPHR) Dolan filing?

In this Sphere Entertainment filing, cashless exercise means the Dolans exercised stock options without paying cash, and the options were settled in cash. Shares of Class A Common Stock were withheld or disposed of to cover the exercise price and related tax obligations instead of using separate cash payments.

How are spouse and family Sphere Entertainment (SPHR) holdings treated in the Dolan Form 4?

The Form 4 shows indirect Sphere Entertainment holdings by spouse, minor children, and household members. Both James and Kristin Dolan formally disclaim beneficial ownership of each other’s directly held securities and of securities held by minor children and household members, except where they have a direct pecuniary interest.

Were the Sphere Entertainment (SPHR) stock option grants to the Dolans already vested?

Yes. The filing notes two-thirds of the stock options were fully vested on July 9, 2021, with the remaining one-third vesting on August 29, 2021. All options exercised on February 17, 2026, under the MSG Networks Inc. 2010 plan were therefore fully vested at exercise.