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Insider Repayment: Dolan Receives Class B Shares at $52.20 Value

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sphere Entertainment Co. insider filing (Form 4): On 09/08/2025, James L. Dolan received 56,947 shares of 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 the Class A Common Stock on that date. The Class B shares are convertible, at the holder's option, on a one-for-one basis into Class A Common Stock. The filing shows 281,583 Class A Common Stock associated with Mr. Dolan and indicates certain securities are held directly by Mr. Dolan and disclaimed by Kristin A. Dolan.

Positive

  • Disclosure of insider transaction: The Form 4 transparently reports the receipt of 56,947 Class B shares on 09/08/2025.
  • Convertible equity issued: Class B shares are explicitly convertible one-for-one into Class A Common Stock, clarifying economic exposure.

Negative

  • None.

Insights

TL;DR: Director/CEO received convertible Class B shares worth about $2.97M via loan repayment; modest insider action with limited immediate market impact.

The transaction records receipt of 56,947 Class B shares valued at $52.2025 each on 09/08/2025 as partial repayment of a promissory note. Because the Class B shares convert one-for-one into Class A shares at the holder's option, the economic exposure mirrors common equity. The size of the transfer (~$2.97 million notional) is material at a personal level but the filing does not disclose any sale or market disposition that would signal liquidity actions. No new options or derivative activity is reported.

TL;DR: This is an ownership adjustment from debt repayment, not a governance change; disclosure aligns with Section 16 requirements.

The Form 4 documents conversion-eligible equity issued to an insider as repaid debt rather than a compensation grant. The filing clarifies the convertible nature of Class B shares and notes spousal ownership with a disclaimer from Kristin A. Dolan. From a governance perspective, the filing provides transparency about insider holdings; it does not report any change in board composition, officer roles, or new agreements beyond the repayment transaction disclosed.

Insider DOLAN JAMES LAWRENCE, Dolan Kristin A
Role Executive Chairman / CEO | Director, 10% Owner
Type Security Shares Price Value
Other Class B Common Stock 56,947 $0.00 --
Holdings After Transaction: Class B Common Stock — 281,583 shares (Direct)
Footnotes (1)
  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"). On September 8, 2025, James L. Dolan 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. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities, and this filing shall not be deemed an admission that Ms. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
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*
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 / CEO 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)
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
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) 281,583 D(3)
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 / 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. 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, James L. Dolan 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.
3. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities, and this filing shall not be deemed an admission that Ms. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
/s/ James L. Dolan 09/10/2025
/s/ Kristin A. Dolan 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did James L. Dolan receive according to the SPHR Form 4?

On 09/08/2025, James L. Dolan received 56,947 Class B Common Stock shares as partial repayment of a promissory note.

How was the value of the shares determined in the filing?

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 09/08/2025.

Are the Class B shares convertible into 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.

Does Kristin A. Dolan have beneficial ownership of the securities reported?

The filing states certain securities are held directly by James L. Dolan and that Ms. Kristin A. Dolan disclaims beneficial ownership of those securities.

Was this transaction a sale or a purchase on the open market?

No. The filing describes the receipt of shares as partial repayment of a promissory note, not an open-market purchase or sale.