Sphere (SPHR) Form 4: 56,947 Class B Shares Issued in Note Repayment

Rhea-AI Filing Summary

Sphere Entertainment Co. reporting person Kathleen M. Dolan 2012 Descendants Trust received 56,947 shares of Class B Common Stock on 09/08/2025. The filing states those Class B shares are convertible on a one-for-one basis into Class A Common Stock. The shares were received in partial repayment of a promissory note and were valued for the repayment at $52.2025 per share, the mean of the high and low trading price for the Class A Common Stock on 09/08/2025. Following the transaction the reporting person beneficially owns 56,947 shares (direct). The Form 4 is signed by an attorney-in-fact on 09/10/2025.

Positive

• Reporting person received 56,947 shares via partial repayment of a promissory note, increasing direct beneficial ownership.
• Valuation disclosure provided: shares were valued at $52.2025 per share (mean of high and low on 09/08/2025).
• Class B shares are convertible one-for-one into Class A Common Stock, clarifying economic rights of received shares.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider received 56,947 convertible Class B shares via note repayment, increasing direct beneficial ownership.

The Form 4 documents a non-derivative transfer: 56,947 shares of Class B Common Stock were issued to the Kathleen M. Dolan 2012 Descendants Trust on 09/08/2025 as partial repayment of a promissory note and were valued at $52.2025 per share for that repayment. The filing clarifies that Class B shares are convertible into Class A on a share-for-share basis, and reports the reporting person directly beneficially owns 56,947 shares following the transaction. This is a routine disclosure of insider ownership change rather than an open-market purchase or sale.

Corporate Governance Expert

TL;DR: The Form 4 reflects a structured repayment leading to insider share ownership; disclosure appears complete for the event described.

The document explains the economic basis of the transfer

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Kathleen M. Dolan 2012 Descendants Trust

(Last) (First) (Middle)

C/O RICHARD BACCARI

MLC VENTURES LLC, PO BOX 1014

(Street)

YORKTOWN HEIGHTS NY 10598

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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

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
Class B Common Stock	(1)	09/08/2025		J(2)		56,947		(1)	(1)	Class A Common Stock	56,947	(2)	56,947	D

Explanation of Responses:

1. Sphere Entertainment Co. Class B Common Stock ("Class B Common Stock") is convertible at the option of the holder on a share for share basis into Sphere Entertainment Co. Class A Common Stock ("Class A Common Stock").

2. On September 8, 2025, the Reporting Person received the shares of Class B Common Stock in partial repayment of a promissory note. For purposes of the repayment, the shares were valued at $52.2025 per share, the mean of the high and low trading price for the Class A Common Stock on September 8, 2025.

	KATHLEEN M. DOLAN 2012 DESCENDANTS TRUST By: /s/ Brian G. Sweeney, Attorney-in-fact	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction is reported in the SPHR Form 4?

The Form 4 reports that the Kathleen M. Dolan 2012 Descendants Trust received 56,947 shares of Class B Common Stock on 09/08/2025 as partial repayment of a promissory note.

How were the shares valued for the repayment in the filing?

The shares were valued at $52.2025 per share, which the filing states is the mean of the high and low trading price for Sphere Entertainment Co. Class A Common Stock on 09/08/2025.

Do the reported Class B shares convert to Class A shares?

Yes. The filing states Class B Common Stock is convertible at the option of the holder on a share-for-share basis into Class A Common Stock.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction the reporting person beneficially owns 56,947 shares, reported as direct ownership.

When was the Form 4 signed?

The Form 4 was signed by the reporting person’s attorney-in-fact on 09/10/2025.