[Form 4] Sphere Entertainment Co. Insider Trading Activity

Rhea-AI Filing Summary

Ryan Dolan, a director of Sphere Entertainment Co. (SPHR), reported multiple transactions on 09/15/2025 reflecting the vesting and settlement of restricted stock units (RSUs) and performance restricted stock units (PSUs) granted under the 2020 Employee Stock Plan. The filing lists several RSU grants settled for Class A common stock at no cash price and PSUs deemed earned at 100% of target that vested and were settled on that date. Some shares were withheld to satisfy tax withholding obligations, and the reporting person beneficially owned between 2,660 and 3,652 shares across separate line items following the transactions.

The Form 4 was signed by an attorney-in-fact on behalf of Mr. Dolan on 09/17/2025 and discloses routine compensation-related equity settlements rather than open-market purchases or sales.

Insights

Corporate Governance Expert

TL;DR: Routine equity compensation vesting and tax-withholding settlements were reported; PSUs were paid at 100% of target.

The filing documents standard executive compensation mechanics: RSUs granted in 2022, 2023 and 2024 vested and settled on 09/15/2025, and PSUs granted in 2022 were deemed earned at 100% and settled. Withholdings were taken to satisfy tax obligations, consistent with typical Rule 16b-3 exemptions. This is a governance disclosure of vested, company-granted equity rather than voluntary trading activity.

Securities Analyst

TL;DR: No open-market purchases or sales reported; transaction types are equity settlements from compensation plans.

The transactions are coded as settlements (M) and withholdings (F) for RSUs and PSUs with $0.00 per-unit reported for RSU settlements and a noted $60.29 per-share withholding for tax purposes. The filing shows incremental changes in beneficial ownership across multiple grant vintages but does not indicate disposition via market sale.

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)
09/15/2025

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
Class A Common Stock	09/15/2025		M		165	A	$0.00(1)	2,660	D
Class A Common Stock	09/15/2025		M		269	A	$0.00(2)	2,929	D
Class A Common Stock	09/15/2025		M		275	A	$0.00(3)	3,204	D
Class A Common Stock	09/15/2025		M		321	A	$0.00(4)	3,525	D
Class A Common Stock	09/15/2025		F(5)		367	D	$60.29	3,158	D
Class A Common Stock	09/15/2025		M		494	A	$0.00(6)	3,652	D
Class A Common Stock	09/15/2025		F(7)		176	D	$60.29	3,476	D

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
Restricted Stock Units	(1)	09/15/2025		M			165	(1)	09/15/2025	Class A Common Stock	165	$0	0	D
Restricted Stock Units	(2)	09/15/2025		M			269	(2)	09/15/2026	Class A Common Stock	269	$0	269	D
Restricted Stock Units	(3)	09/15/2025		M			275	(3)	09/15/2026	Class A Common Stock	275	$0	275	D
Restricted Stock Units	(4)	09/15/2025		M			321	(4)	09/15/2027	Class A Common Stock	321	$0	643	D
Performance Restricted Stock Units	(6)	09/15/2025		M			494	(6)	09/15/2025	Class A Common Stock	494	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on August 31, 2022 under the Sphere Entertainment Co. ("SPHR") 2020 Employee Stock Plan, as amended (the "2020 Employee Stock Plan") and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2023. One-third of the RSUs vested and were settled on September 13, 2024. The remaining one-third of the RSUs vested and were settled on September 15, 2025.

2. Each RSU was granted on September 1, 2023 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 13, 2024. One-third of the RSUs vested and were settled on September 15, 2025. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2026.

3. Each RSU was granted on April 22, 2024 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 13, 2024. One-third of the RSUs vested and were settled on September 15, 2025. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2026.

4. Each RSU was granted on August 27, 2024 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2025. One-third of the RSUs are scheduled to vest and settle on September 15, 2026. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2027.

5. Represents RSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs described in footnotes 1, 2, 3 and 4, exempt under Rule 16b-3.

6. Each performance restricted stock unit ("PSU") was granted on August 31, 2022 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The Compensation Committee of the Board of Directors of SPHR deemed such PSUs earned at 100% of target on March 27, 2024. The PSUs vested and were settled on September 15, 2025.

7. Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 6, exempt under Rule 16b-3.

	/s/ Mark C. Cresitello, Attorney-in-Fact for Ryan Dolan	09/17/2025
	** Signature of Reporting Person	Date
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