Sphere Entertainment (NYSE: SPHR) director granted stock appreciation rights

Rhea-AI Filing Summary

Sphere Entertainment Co. director Ryan Thomas Dolan received three grants of stock appreciation rights on October 25, 2023 under the company’s 2020 Employee Stock Plan. Each grant covers 14,031 stock appreciation rights tied to Class A common stock, with exercise prices of $42.23, $45.60, and $50.67 per share.

Upon exercise, the rights pay cash equal to the number of rights exercised multiplied by the amount the share price exceeds the exercise price. According to the filing, these stock appreciation rights vest on October 20, 2026, provided Dolan remains employed by Sphere Entertainment or one of its subsidiaries through that date, subject to limited exceptions.

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 Ryan Thomas

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

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2023

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

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

X	Form filed by One Reporting Person
	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

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 Appreciation Rights	$42.23	10/25/2023		A		14,031(1)		(2)	10/20/2033	Class A Common Stock	14,031	$0	14,031	D
Stock Appreciation Rights	$45.6	10/25/2023		A		14,031(1)		(2)	10/20/2033	Class A Common Stock	14,031	$0	14,031	D
Stock Appreciation Rights	$50.67	10/25/2023		A		14,031(1)		(2)	10/20/2033	Class A Common Stock	14,031	$0	14,031	D

Explanation of Responses:

1. The stock appreciate rights ("SARS") were granted on October 25, 2023 under the Sphere Entertainment Co. 2020 Employee Stock Plan, as amended, and represent the right to receive, upon exercise, a cash amount equal to the number of shares of Class A Common Stock ("Shares") underlying the SARSs being exercised multiplied by the excess of (i) the fair market value of one Share on the date the SARs are exercised over (ii) the exercise price.

2. The SARs will vest on October 20, 2026 if Ryan Dolan has remained employed by the Issuer or any of its subsidiaries through such date (subject to certain limited exceptions).

	/s/ Mark C. Cresitello, Attorney-in-Fact for Ryan Dolan	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Sphere Entertainment (SPHR) director Ryan Dolan report on this Form 4?

Ryan Thomas Dolan reported receiving three grants of stock appreciation rights. Each grant covers 14,031 rights linked to Class A common stock, awarded under Sphere Entertainment’s 2020 Employee Stock Plan as compensation rather than an open-market stock purchase.

How many stock appreciation rights did Ryan Dolan receive from Sphere Entertainment (SPHR)?

Ryan Dolan received three separate blocks of 14,031 stock appreciation rights. Each block is tied to Sphere Entertainment Class A common stock and has its own exercise price, providing cash value only if the share price rises above that grant’s exercise level.

What are the exercise prices of Ryan Dolan’s Sphere Entertainment (SPHR) stock appreciation rights?

The stock appreciation rights were granted with exercise prices of $42.23, $45.60, and $50.67 per share. Cash paid on exercise will equal the share price minus the relevant exercise price, multiplied by the number of rights exercised at that time.

When do Ryan Dolan’s Sphere Entertainment (SPHR) stock appreciation rights vest?

The stock appreciation rights vest on October 20, 2026. Vesting requires that Ryan Dolan remain employed by Sphere Entertainment Co. or one of its subsidiaries through that date, subject to certain limited exceptions described in the grant’s terms.

Are Ryan Dolan’s Sphere Entertainment (SPHR) stock appreciation rights settled in stock or cash?

The stock appreciation rights are settled in cash rather than shares. On exercise, Dolan is entitled to a cash amount equal to the share price gain over the exercise price, multiplied by the number of rights he exercises at that time.

Under which plan were the Sphere Entertainment (SPHR) stock appreciation rights granted to Ryan Dolan?

The stock appreciation rights were granted under the Sphere Entertainment Co. 2020 Employee Stock Plan, as amended. This plan governs the terms, including vesting conditions and cash-settlement features tied to the performance of the company’s Class A common stock.