Sphere Entertainment (SPHR) Insider: RSUs Settle; 31,085 Shares Withheld at $60.29

Rhea-AI Filing Summary

David Granville-Smith, Executive Vice President of Sphere Entertainment Co. (SPHR), reported settlement and withholding of restricted stock units (RSUs) following scheduled vesting. On 09/15/2025 multiple RSU awards vested and were settled into Class A common stock: 46,742 RSUs (granted 06/15/2023), 8,966 RSUs (granted 09/01/2023) and 3,213 RSUs (granted 08/27/2024). As part of the vesting, 31,085 shares were withheld and disposed at a price of $60.29 to satisfy tax withholding obligations, an action noted as exempt under Rule 16b-3. After these transactions the filing reports beneficial ownership of 53,448 shares of Class A common stock. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Granville-Smith on 09/17/2025.

Positive

• RSUs vested and settled as scheduled, demonstrating the company is executing its compensation plan
• Tax-withholding disposition disclosed and claimed exempt under Rule 16b-3, indicating compliance with Section 16 mechanics
• Form 4 filed and signed by attorney-in-fact, maintaining required insider reporting

Negative

• Net beneficial ownership declined to 53,448 shares after 31,085 shares were withheld to satisfy taxes
• Disposition at $60.29 reduced the reporting person's share count, which may modestly dilute insider alignment

Insights

Financial Analyst

TL;DR: Scheduled RSU vesting increased reported share holdings before tax withholding reduced net shares to 53,448.

The filing documents routine equity compensation settlements rather than open-market trades. Three separate RSU grants vested on 09/15/2025, converting to Class A shares at no cost to the reporting person. The subsequent withholding of 31,085 shares at $60.29 reflects standard tax- withholding mechanics tied to equity settlement and is disclosed as exempt under Rule 16b-3. This disclosure is material only to the insider's ownership tally and does not indicate a voluntary sale for liquidity or signal a change in control or strategy.

Corporate Governance Expert

TL;DR: Disclosure is consistent with governance best practices for executive compensation and tax withholding.

The Form 4 timely reports conversion of RSUs granted under the 2020 Employee Stock Plan and the tax-withholding disposition. Use of an attorney-in-fact signature is properly noted. The exemption under Rule 16b-3 for the withheld shares is appropriate for settlement-related withholding. From a governance perspective, these are standard insider reporting items and do not, on their face, raise concerns about undisclosed transactions or conflicts.

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^*

Granville-Smith David

(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)
	Executive Vice President

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		46,742	A	$0(1)	72,354	D
Class A Common Stock	09/15/2025		M		8,966	A	$0(2)	81,320	D
Class A Common Stock	09/15/2025		M		3,213	A	$0(3)	84,533	D
Class A Common Stock	09/15/2025		F(4)		31,085	D	$60.29	53,448	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			46,742	(1)	09/15/2026	Class A Common Stock	46,742	$0.00	46,742	D
Restricted Stock Units	(2)	09/15/2025		M			8,966	(2)	09/15/2026	Class A Common Stock	8,966	$0.00	8,966	D
Restricted Stock Units	(3)	09/15/2025		M			3,213	(3)	09/15/2027	Class A Common Stock	3,213	$0.00	6,427	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on June 15, 2023 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 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.

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 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 David Granville-Smith	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 transactions did SPHR insider David Granville-Smith report on Form 4?

The filing reports settlement of RSUs into Class A common stock on 09/15/2025 and withholding of 31,085 shares to satisfy tax obligations.

How many RSU grants vested and what were their grant dates?

Three grants vested: 06/15/2023 (46,742 RSUs), 09/01/2023 (8,966 RSUs), and 08/27/2024 (3,213 RSUs).

What was the price and purpose of the 31,085 shares disposed?

The 31,085 shares were withheld and disposed at a price of $60.29 to satisfy tax withholding obligations; this withholding is reported as exempt under Rule 16b-3.

What is the reporting person’s role and final reported ownership after the transactions?

The reporting person is listed as Executive Vice President and the Form 4 reports beneficial ownership of 53,448 shares of Class A common stock following the transactions.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of David Granville-Smith by Mark C. Cresitello, Attorney-in-Fact on 09/17/2025.