Sphere Entertainment (SPHR) director exercises RSUs; 325 shares withheld for taxes

Rhea-AI Filing Summary

Sphere Entertainment Co. director Ryan Thomas Dolan reported compensation-related equity activity involving restricted stock units (RSUs) and Class A Common Stock. On March 13, 2026, he exercised RSUs that were granted on March 12, 2025 and October 17, 2025 under the 2020 Employee Stock Plan. These RSUs convert into an equal number of Class A shares or their cash equivalent.

The filing shows RSU conversions into 670 and 238 RSUs, matched by corresponding acquisitions of 670 and 238 shares of Class A Common Stock at an exercise price of $0.00 per share. Following these transactions, Dolan held 4,059 Class A shares directly.

The RSU awards vest in three equal installments: one-third vested and settled on March 13, 2026, with the remaining thirds scheduled to vest and settle on March 15, 2027 and March 15, 2028. The filing also reports 325 shares of Class A Common Stock withheld at $105.70 per share to satisfy tax withholding obligations tied to this vesting, which is classified as a tax-withholding disposition rather than an open-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)
03/13/2026

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	03/13/2026		M		670	A	$0.00(1)	4,146	D
Class A Common Stock	03/13/2026		M		238	A	$0.00(2)	4,384	D
Class A Common Stock	03/13/2026		F(3)		325	D	$105.7	4,059	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)	03/13/2026		M			670	(1)	03/15/2028	Class A Common Stock	670	$0	1,342	D
Restricted Stock Units	(2)	03/13/2026		M			238	(2)	03/15/2028	Class A Common Stock	238	$0	478	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on March 12, 2025 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 March 13, 2026. One-third of the RSUs are scheduled to vest and settle on March 15, 2027. The remaining one-third of the RSUs are scheduled to vest and settle on March 15, 2028.

2. Each RSU was granted on October 17, 2025 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 March 13, 2026. One-third of the RSUs are scheduled to vest and settle on March 15, 2027. The remaining one-third of the RSUs are scheduled to vest and settle on March 15, 2028.

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

	/s/ Mark C. Cresitello, Attorney-in-Fact for Ryan Dolan	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did SPHR director Ryan Thomas Dolan report?

Ryan Thomas Dolan reported exercising restricted stock units into Class A Common Stock and a related tax-withholding disposition. He acquired 670 and 238 shares through RSU conversions, with 325 shares withheld to cover tax obligations tied to the vesting of these awards.

Were Ryan Thomas Dolan’s SPHR transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect RSU exercises, where awards granted as compensation converted into Class A shares, and a tax-withholding disposition, where 325 shares were withheld to satisfy tax obligations instead of being sold in the market.

How many Sphere Entertainment (SPHR) shares does Ryan Thomas Dolan hold after this Form 4?

After these transactions, Ryan Thomas Dolan directly holds 4,059 shares of SPHR Class A Common Stock. This reflects RSU conversions into shares, partially offset by 325 shares withheld to cover tax liabilities associated with the vesting of his restricted stock unit awards.

What are the vesting dates of Ryan Thomas Dolan’s SPHR restricted stock units?

Dolan’s RSUs granted in 2025 vest in three equal installments. One-third vested and settled on March 13, 2026, with additional one-third installments scheduled to vest and settle on March 15, 2027 and March 15, 2028, subject to the plan’s standard conditions.

At what price were SPHR shares withheld for Ryan Thomas Dolan’s tax obligations?

To satisfy tax obligations from RSU vesting, 325 shares of SPHR Class A Common Stock were withheld at a price of $105.70 per share. This withholding is classified as a tax-withholding disposition, not an open-market sale of shares by Dolan.