Sphere Entertainment Insider Receives 56,948 Convertible Shares for Note Repayment

Rhea-AI Filing Summary

Charles F. Dolan 2009 Family Trust for Thomas C. Dolan reported on Form 4 that on September 8, 2025 it received 56,948 shares of Sphere Entertainment Co. Class B common stock as partial repayment of a promissory note. The shares were valued at $52.2025 per share, the mean of the high and low trading price for Sphere Class A common stock on that date. Class B shares are convertible at the holder's option into Class A common stock on a one-for-one basis. Following the reported transaction the filing shows beneficial ownership of 709,438 shares of Class A common stock held indirectly.

Positive

• Promissory note partially repaid through equity issuance, reducing the reporting person's indebtedness to the issuer
• Valuation based on market price for the repayment: shares were valued at $52.2025, the mean of the high and low Class A price on 09/08/2025

Negative

• Potential dilution risk because Class B shares are convertible one-for-one into Class A common stock at the holder's option
• Insider concentration remains sizable with 709,438 Class A-equivalent shares held indirectly, which could influence voting outcomes

Insights

Securities Analyst

TL;DR: Insider converted debt into equity, receiving 56,948 Class B shares valued at $52.2025 each; holding 709,438 Class A-equivalent shares.

The transaction reflects a debt repayment via equity issuance rather than a market purchase or sale. The Class B shares received are convertible one-for-one into Class A shares at the holder's option, so this increases the reporting person’s potential voting and economic exposure on an as-converted basis. Valuation used for the repayment was the mean trading price of Class A on the transaction date, supporting a market-based conversion value of $52.2025 per share. This is a routine Section 16 disclosure of an insider receiving equity in settlement of a promissory obligation and should be viewed as a capital structure change at the holder level rather than an operational update for the issuer.

Corporate Governance Specialist

TL;DR: Transaction increases potential insider equity stake via convertible Class B shares issued in partial loan repayment; disclosure is standard.

The filing documents an insider-friendly mechanism to settle debt by issuing convertible Class B shares. Key governance implication is the convertibility feature which can expand the insider’s convertible ownership if exercised, affecting share counts and voting dynamics. The Form 4 indicates indirect ownership and was signed by an attorney-in-fact, consistent with trustee reporting. There is no indication in the filing of change in board roles, compensation, or other related-party arrangements beyond the described repayment.

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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hours per response:			0.5

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^*

CHARLES F. DOLAN 2009 FAMILY TRUST FBO THOMAS C. DOLAN

(Last) (First) (Middle)

C/O DOLAN FAMILY OFFICE

340 CROSSWAYS PARK DRIVE

(Street)

WOODBURY NY 11797

(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)		56,948		(1)	(1)	Class A Common Stock	56,948	(2)	709,438	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.

	CHARLES F. DOLAN 2009 FAMILY TRUST FBO THOMAS C. DOLAN 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.
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FAQ

What did the Form 4 filed for SPHR disclose?

The Form 4 discloses that the Charles F. Dolan 2009 Family Trust FBO Thomas C. Dolan received 56,948 Class B shares on 09/08/2025 as partial repayment of a promissory note, valued at $52.2025 per share.

How are the Class B shares treated in relation to Sphere Entertainment Co. Class A shares?

The filing states that Sphere Class B common stock is convertible at the holder's option on a one-for-one basis into Class A common stock.

What is the reporting person’s beneficial ownership after the transaction?

Following the reported transaction the filing shows beneficial ownership of 709,438 shares of Class A common stock on an indirect basis.

How was the share price determined for the repayment?

For purposes of the promissory note repayment the shares were valued at $52.2025 per share, the mean of the high and low trading price for Class A on 09/08/2025.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by /s/ Brian G. Sweeney, Attorney-in-fact for the Charles F. Dolan 2009 Family Trust, dated 09/10/2025.