Sphere Entertainment insiders vest 107K shares
James and Kristin Dolan report vesting of RSU and PSU awards in SPHR and tax-related share withholdings, with remaining family holdings disclosed and largely disclaimed.
Rhea-AI Filing Summary
Sphere Entertainment Co. (SPHR) reports that Executive Chairman and CEO James L. Dolan and director Kristin A. Dolan completed vesting and settlement of previously granted equity awards on September 15, 2026. Restricted Stock Units and Performance Restricted Stock Units granted on September 1, 2023 under the 2020 Employee Stock Plan were exercised into 107,586 shares of Class A Common Stock. A total of 54,921 shares of Class A Common Stock were delivered or withheld at $144.12 per share to satisfy tax withholding obligations, exempt under Rule 16b-3. After these transactions, indirect holdings include 14,119 shares held by Kristin A. Dolan and 746 shares held by minor children and household members, for which the reporting persons disclaim beneficial ownership as described in the footnotes. No Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
107,586 shares exercised/converted
Exercise
8 txns
Insider
DOLAN JAMES LAWRENCE, Dolan Kristin A
Role
Executive Chairman and CEO | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F1 | 26,897 | $0.00 | $0.00 |
| Exercise | Performance Restricted Stock Units F5 | 80,689 | $0.00 | $0.00 |
| Exercise | Class A Common Stock F1, F2, F3 | 26,897 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F4, F2, F3 | 13,730 | $144.12 | $1.98M |
| Exercise | Class A Common Stock F5, F2, F3 | 80,689 | $0.00 | $0.00 |
| Tax Withholding | Class A Common Stock F6, F2, F3 | 41,191 | $144.12 | $5.94M |
| holding | Class A Common Stock F7 | -- | -- | -- |
| holding | Class A Common Stock F8 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 contracts (Direct);
Performance Restricted Stock Units — 0 contracts (Direct);
Class A Common Stock — 1,031,133 shares (Direct);
Class A Common Stock — 14,119 shares (Indirect, By Spouse);
Class A Common Stock — 746 shares (Indirect, By Minor Children and Household Members)
Footnotes (8)
- F1. Each restricted stock unit ("RSU") was granted on September 1, 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 vested and were settled on September 15, 2026.
- F2. Includes shares held jointly with spouse.
- F3. 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.
- F4. Represents RSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs described in footnote 1, exempt under Rule 16b-3.
- F5. Each performance restricted stock unit ("PSU") 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. 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, 2026.
- F6. Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 5, exempt under Rule 16b-3.
- F7. 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.
- F8. 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.
Key Figures
RSUs settled into Class A Common Stock: 26,897 shares
PSUs settled into Class A Common Stock: 80,689 shares
Total shares from RSU and PSU settlement: 107,586 shares
+5 more
8 metrics
RSUs settled into Class A Common Stock
26,897 shares
Restricted Stock Units vested and settled on September 15, 2026
PSUs settled into Class A Common Stock
80,689 shares
Performance Restricted Stock Units vested and settled on September 15, 2026
Total shares from RSU and PSU settlement
107,586 shares
Derivative exercises (RSUs and PSUs) reported as exercised on September 15, 2026
Shares withheld for RSU tax obligations
13,730 shares
RSUs withheld to satisfy tax withholding obligations at $144.12 per share
Shares withheld for PSU tax obligations
41,191 shares
PSUs withheld to satisfy tax withholding obligations at $144.12 per share
Tax withholding price
$144.12 per share
Price used for RSU and PSU tax-withholding dispositions (code F)
Indirect holdings by spouse
14,119 shares
Class A Common Stock held directly by Kristin A. Dolan, with beneficial ownership disclaimed as described
Indirect holdings by minor children and household members
746 shares
Securities of SPHR beneficially owned or deemed owned by minor children and household members, beneficial ownership disclaimed
Key Terms
Restricted Stock Units, Performance Restricted Stock Units, Rule 16b-3, Section 16, +1 more
5 terms
Restricted Stock Units financial
"Each restricted stock unit ("RSU") was granted on September 1, 2023"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Restricted Stock Units financial
"Each performance restricted stock unit ("PSU") was granted on September 1, 2023"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Rule 16b-3 regulatory
"withheld to satisfy tax withholding obligations ... exempt under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
Section 16 regulatory
"for the purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
2020 Employee Stock Plan financial
"granted on September 1, 2023 under the 2020 Employee Stock Plan"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did SPHR insiders James and Kristin Dolan report on this Form 4?
They reported vesting and settlement of Restricted Stock Units and Performance Restricted Stock Units into 107,586 shares of SPHR Class A Common Stock on September 15, 2026, plus related share withholdings to cover tax obligations.
What RSU and PSU grants are involved in the SPHR Form 4 for the Dolans?
The filing involves RSUs and PSUs granted September 1, 2023 under the 2020 Employee Stock Plan. RSUs vested in three installments (2024, 2025, 2026), and PSUs were deemed earned at 100% of target on March 27, 2024 and vested on September 15, 2026.
Was a Rule 10b5-1 trading plan used for these SPHR transactions?
No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported for these vesting, settlement, and tax-withholding transactions in SPHR shares.
What roles do James and Kristin Dolan hold at SPHR according to this Form 4?
James L. Dolan is identified as Executive Chairman and CEO and a ten percent owner of SPHR. Kristin A. Dolan is identified as a director and a ten percent owner, with additional detail on shared and disclaimed holdings in the footnotes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
