Sphere Entertainment (SPHR) Insider Settlements and Tax Withholding Reported

Rhea-AI Filing Summary

James L. Dolan and Kristin A. Dolan reported Section 16 transactions for Sphere Entertainment Co. (SPHR) with earliest transaction date 09/15/2025. Multiple restricted stock units (RSUs) and performance restricted stock units (PSUs) vested and were settled on 09/15/2025, including 32,917 RSUs, 98,750 PSUs, and 26,896 RSUs from prior grants. Certain vested units were withheld to satisfy tax obligations, and sales resulting from withholding or disposition are reported at a price of $60.29 per share for specified dispositions. The filings show beneficial ownership counts after transactions of 1,026,961, 958,745, 931,849, and related direct and indirect holdings, with some securities held jointly or by family members and disclaimers of beneficial ownership where noted.

Positive

• Vesting and settlement of compensation awards (RSUs and PSUs) completed, converting units into shares or cash equivalents
• PSUs were previously earned at 100% of target, per the filing disclosure
• Tax withholding related to vested awards is documented and indicated as exempt under Rule 16b-3

Negative

• Reported dispositions of shares occurred on 09/15/2025 at $60.29 per share
• Significant changes in direct beneficial ownership counts are shown, including increases and decreases tied to vesting and disposals

Insights

Financial Analyst

TL;DR Insider equity awards vested and were largely settled on 09/15/2025 with some shares withheld for taxes and disposals executed at $60.29.

The report documents the mechanical settlement of previously granted RSUs and PSUs and the resulting changes in reported beneficial ownership for James L. Dolan and disclosures regarding Kristin A. Dolan's holdings. The filing lists specific unit counts that vested and were settled, and notes withheld shares to satisfy tax withholding obligations, which are reported as exempt under Rule 16b-3. Several dispositions are shown at a transaction price of $60.29 per share; net beneficial ownership figures are provided for each reported line. These are routine Section 16 reporting events arising from compensation plan vesting and related tax withholding.

Corporate Governance Expert

TL;DR Report shows standard director/executive disclosures: vesting, settlements, tax-withholding, and spousal/minor disclaimers; no new governance actions disclosed.

The Form 4 provides clear attribution of direct and indirect holdings and includes disclaimers regarding spousal and minor holdings. It documents that PSUs were deemed earned at 100% of target previously and subsequently vested and settled on 09/15/2025. Withholdings to satisfy taxes are explicitly identified and treated as exempt under the applicable rule. Signatures are present for the reporting persons. The filing does not disclose any board-level changes, new arrangements, or amendments beyond the compensation-plan settlements recorded.

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 JAMES LAWRENCE

(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	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	Executive Chairman and CEO		Member of 13(d) Group

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)

	Form filed by One Reporting Person
X	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		32,917	A	$0(1)	931,849(2)	D(3)
Class A Common Stock	09/15/2025		M		26,896	A	$0(4)	958,745(2)	D(3)
Class A Common Stock	09/15/2025		F(5)		30,534	D	$60.29	928,211(2)	D(3)
Class A Common Stock	09/15/2025		M		98,750	A	$0(6)	1,026,961(2)	D(3)
Class A Common Stock	09/15/2025		F(7)		48,493	D	$60.29	978,468(2)	D(3)
Class A Common Stock								14,119	I(8)	By Spouse
Class A Common Stock								746	I(9)	By Minor Children and Household Members

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			32,917	(1)	09/15/2025	Class A Common Stock	32,917	$0	0	D
Restricted Stock Units	(4)	09/15/2025		M			26,896	(4)	09/15/2026	Class A Common Stock	26,896	$0	26,897	D
Performance Restricted Stock Units	(6)	09/15/2025		M			98,750	(6)	09/15/2025	Class A Common Stock	98,750	$0	0	D

1. Name and Address of Reporting Person^*

DOLAN JAMES LAWRENCE

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Dolan Kristin A

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NY 10121

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on August 31, 2022 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 15, 2023. One-third of the RSUs vested and were settled on September 13, 2024. The remaining one-third of the RSUs vested and were settled on September 15, 2025.

2. Includes shares held jointly with spouse.

3. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse, or jointly by James L. Dolan and Kristin A. Dolan. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) and this report shall not be deemed to be an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

4. 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.

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

6. Each performance restricted stock unit ("PSU") was granted on August 31, 2022 under the 2020 Employee Stock Plan and represents a right to receive one share of Class A Common Stock or the cash equivalent thereof. The Compensation Committee of the Board of Directors of SPHR deemed such PSUs earned at 100% of target on March 27, 2024. The PSUs vested and were settled on September 15, 2025.

7. Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 6, exempt under Rule 16b-3.

8. Securities held directly by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

9. The reporting persons disclaim beneficial ownership of all securities of SPHR beneficially owned and deemed to be beneficially owned by their minor children and household members and this report shall not be deemed an admission that reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

	/s/ James L. Dolan	09/17/2025
	/s/ Mark C. Cresitello, Attorney-in-Fact for Kristin A. Dolan	09/17/2025
	** 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).
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FAQ

What insider transactions were reported for SPHR on 09/15/2025?

The Form 4 reports vesting and settlement of RSUs and PSUs and related dispositions on 09/15/2025, including dispositions at $60.29 per share and tax-withheld shares.

How many PSUs and RSUs vested and settled on 09/15/2025 for SPHR insiders?

The filing shows 98,750 PSUs and 32,917 RSUs (from prior grants) vested and settled on 09/15/2025, among other RSU tranches reported.

Did the filing disclose withheld shares to satisfy taxes for SPHR insiders?

Yes. The report states that certain RSUs and PSUs were withheld to satisfy tax withholding obligations and that those withholdings are exempt under Rule 16b-3.

What are the reported beneficial ownership totals after the transactions?

The filing lists post-transaction beneficial ownership figures including 1,026,961, 958,745, and 931,849 shares in various reported lines.

Are any shares held indirectly or by family members according to the SPHR Form 4?

Yes. The filing discloses shares held jointly with a spouse and shares held by minor children and household members, with disclaimers of beneficial ownership where applicable.