Sphere (SPHR) EVP Laura Franco Settles RSUs, Tax Withholding Noted

Rhea-AI Filing Summary

Laura Franco, EVP & General Counsel of Sphere Entertainment Co. (SPHR), reported multiple restricted stock unit (RSU) settlements on 09/15/2025. RSUs granted April 22, 2024 and August 27, 2024 vested and were settled into Class A common stock in several tranches: 8,302 shares, 1,093 shares and 1,323 shares were acquired as a result of RSU vesting. Additionally, 4,318 shares were withheld to satisfy tax withholding obligations at a price of $60.29 per share. Following these transactions, Ms. Franco beneficially owned 11,017; 1,093; 2,647; and aggregate Class A share totals shown per line, with reported ownership listed as direct.

Positive

• Alignment of executive compensation with company performance through RSU grants settling into Class A common stock
• Full disclosure of vesting and withholding details, including share counts and withholding price of $60.29

Negative

• Tax withholding reduced net shares delivered by 4,318 shares, reducing immediate incremental holdings
• No cash purchases or open-market acquisitions reported that might signal additional insider confidence

Insights

Corporate Governance Expert

TL;DR: Routine executive equity compensation vesting and settlement, including tax withholding; no new discretionary purchases or sales reported.

The Form 4 documents standard vesting and settlement of RSUs awarded under the 2020 Employee Stock Plan. Multiple grant tranches vested on 09/15/2025, producing net share increases and a tax-withholding disposition of 4,318 shares at a recorded price of $60.29. Transactions are disclosed as direct beneficial ownership and were executed pursuant to the plan; the filing is consistent with typical executive compensation settlement procedures and Rule 16b-3 exemptions for withholding.

Securities Analyst

TL;DR: Vesting-generated share issuance increases insider holdings; withholding reduced net shares delivered but reflects standard tax treatment.

The report shows Rsus converted to Class A common stock on 09/15/2025: 8,302; 1,093; and 1,323 RSUs settled, with 4,318 shares withheld for taxes at $60.29 per share. The transactions represent compensation settlement rather than open-market trades, so immediate market-impact considerations are limited. The filing provides specific share counts and the withholding price, enabling precise reconciliation of post-settlement beneficial ownership.

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^*

Franco Laura

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & General Counsel

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		8,302	A	$0(1)	12,919	D
Class A Common Stock	09/15/2025		M		1,093	A	$0(2)	14,012	D
Class A Common Stock	09/15/2025		M		1,323	A	$0(3)	15,335	D
Class A Common Stock	09/15/2025		F(4)		4,318	D	$60.29	11,017	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			8,302	(1)	09/15/2027	Class A Common Stock	8,302	$0.00	5,812	D
Restricted Stock Units	(2)	09/15/2025		M			1,093	(2)	09/15/2026	Class A Common Stock	1,093	$0.00	1,093	D
Restricted Stock Units	(3)	09/15/2025		M			1,323	(3)	09/15/2027	Class A Common Stock	1,323	$0.00	2,647	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on April 22, 2024 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. 32% of the RSUs vested and were settled on September 13, 2024. 40% of the RSUs vested and were settled on September 15, 2025. 24% of the RSUs are scheduled to vest and settle on September 15, 2026. 4% of the RSUs are scheduled to vest and settle on September 15, 2027.

2. 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.

3. 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.

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

	/s/ Mark C. Cresitello, Attorney-in-Fact for Laura Franco	09/17/2025
	** 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 RSU settlements did Laura Franco report on Form 4 for SPHR?

Answer: RSU settlements on 09/15/2025 resulting in acquisitions of 8,302; 1,093; and 1,323 Class A shares from RSU vesting.

How many shares were withheld for taxes in the SPHR Form 4 filing?

Answer: 4,318 shares were withheld to satisfy tax withholding obligations at a recorded price of $60.29 per share.

What grants do the settled RSUs originate from according to the filing?

Answer: RSUs granted April 22, 2024 under the 2020 Employee Stock Plan and RSUs granted August 27, 2024 under the same plan.

What is Laura Franco's role at SPHR as shown on the Form 4?

Answer: She is reported as an officer with the title EVP & General Counsel and as a director.

Were the RSU settlements reported as direct or indirect ownership?

Answer: The Form 4 reports the resulting holdings as direct beneficial ownership.