Sphere Entertainment director gets 2,497 shares

A Sphere Entertainment Co. director settled RSUs and PSUs into Class A shares, with a portion withheld for taxes and no open-market trades reported.

Rhea-AI Filing Summary

Sphere Entertainment Co. (SPHR) director Ryan Thomas Dolan reported the vesting and settlement of restricted stock units and performance restricted stock units into a total of 2,497 shares of Class A Common Stock on September 15, 2026. In connection with these vestings, 894 shares were withheld to satisfy tax withholding obligations, and no open-market purchases or sales are reported. No Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

2,497 shares exercised/converted

Exercise 12 txns

Insider Dolan Ryan Thomas

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1	269	$0.00	$0.00
Exercise	Restricted Stock Units F2	275	$0.00	$0.00
Exercise	Restricted Stock Units F3	321	$0.00	$0.00
Exercise	Performance Restricted Stock Units F5	807	$0.00	$0.00
Exercise	Performance Restricted Stock Units F6	825	$0.00	$0.00
Exercise	Class A Common Stock F1	269	$0.00	$0.00
Exercise	Class A Common Stock F2	275	$0.00	$0.00
Exercise	Class A Common Stock F3	321	$0.00	$0.00
Tax Withholding	Class A Common Stock F4	309	$144.12	$45K
Exercise	Class A Common Stock F5	807	$0.00	$0.00
Exercise	Class A Common Stock F6	825	$0.00	$0.00
Tax Withholding	Class A Common Stock F7	585	$144.12	$84K

Holdings After Transaction: Restricted Stock Units — 322 contracts (Direct); Performance Restricted Stock Units — 0 contracts (Direct); Class A Common Stock — 5,662 shares (Direct)

Footnotes (7)

1. 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.
2. F2. 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 vested and were settled on September 15, 2026.
3. F3. 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 vested and were settled on September 15, 2026. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2027.
4. F4. 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.
5. 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.
6. F6. Each PSU 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. The Compensation Committee of the Board of Directors of SPHR deemed such PSUs earned at 100% of target. The PSUs vested and were settled on September 15, 2026.
7. F7. Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnotes 5 and 6, exempt under Rule 16b-3.

Key Figures

Shares acquired via RSU/PSU vesting: 2,497 shares Shares withheld for taxes: 894 shares Tax withholding price: $144.12 per share +3 more

6 metrics

Shares acquired via RSU/PSU vesting 2,497 shares Total derivative exercises or conversions on September 15, 2026

Shares withheld for taxes 894 shares Code F tax-withholding dispositions on September 15, 2026

Tax withholding price $144.12 per share Price for Class A Common Stock in code F transactions

RSU grant date (F1 and F5 awards) September 1, 2023 Grant date for certain RSUs and PSUs under 2020 Employee Stock Plan

RSU/PSU vesting date September 15, 2026 Date RSUs and PSUs vested and were settled into Class A shares

Additional RSU grant dates April 22, 2024; August 27, 2024 Grant dates for other RSU and PSU awards reported

Key Terms

Restricted Stock Units, Performance Restricted Stock Units, 2020 Employee Stock Plan, Rule 16b-3

4 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.

2020 Employee Stock Plan financial

"under the Sphere Entertainment Co. ("SPHR") 2020 Employee Stock Plan, as amended"

Rule 16b-3 regulatory

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SPHR director Ryan Thomas Dolan report on this Form 4?

He reported the vesting and settlement of restricted stock units and performance restricted stock units into a total of 2,497 shares of Class A Common Stock on September 15, 2026, with some shares withheld to cover tax obligations.

How many SPHR shares were acquired through RSU and PSU vesting?

The filing shows exercises or conversions of derivative awards into 2,497 shares of Class A Common Stock on September 15, 2026, reflecting RSUs and performance RSUs granted under the 2020 Employee Stock Plan.

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

A total of 894 shares of Class A Common Stock were withheld to satisfy tax withholding obligations related to the vesting and settlement of RSUs and PSUs, at a reported price of $144.12 per share for those withholding transactions.

Were any SPHR shares sold on the open market in this filing?

No. The disposition transactions are coded as F, representing shares delivered or withheld to satisfy tax withholding obligations in connection with vesting of RSUs and PSUs, and there are no open-market purchase or sale transactions reported.

Were the SPHR transactions made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not affirmed, and the footnotes describe routine vesting, settlement, and related tax withholding, without referencing any pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 04:05 PM Accepted by SEC EDGAR 09/17/2026 - 04:05 PM Learn about SEC filing dates

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 Ryan Thomas

(Last) (First) (Middle)

TWO PENNSYLVANIA PLAZA

(Street)

NEW YORK NEW YORK 10121

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/15/2026		M		269	A	$0(1)	4,328	D
Class A Common Stock	09/15/2026		M		275	A	$0(2)	4,603	D
Class A Common Stock	09/15/2026		M		321	A	$0(3)	4,924	D
Class A Common Stock	09/15/2026		F(4)		309	D	$144.12	4,615	D
Class A Common Stock	09/15/2026		M		807	A	$0(5)	5,422	D
Class A Common Stock	09/15/2026		M		825	A	$0(6)	6,247	D
Class A Common Stock	09/15/2026		F(7)		585	D	$144.12	5,662	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)	09/15/2026		M			269	(1)	09/15/2026	Class A Common Stock	269	$0.00	0	D
Restricted Stock Units	(2)	09/15/2026		M			275	(2)	09/15/2026	Class A Common Stock	275	$0.00	0	D
Restricted Stock Units	(3)	09/15/2026		M			321	(3)	09/15/2027	Class A Common Stock	321	$0.00	322	D
Performance Restricted Stock Units	(5)	09/15/2026		M			807	(5)	09/15/2026	Class A Common Stock	807	$0.00	0	D
Performance Restricted Stock Units	(6)	09/15/2026		M			825	(6)	09/15/2026	Class A Common Stock	825	$0.00	0	D

Explanation of Responses:

1. 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.

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 vested and were settled 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 vested and were settled 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.

5. 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.

6. Each PSU 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. The Compensation Committee of the Board of Directors of SPHR deemed such PSUs earned at 100% of target. The PSUs vested and were settled on September 15, 2026.

7. Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnotes 5 and 6, exempt under Rule 16b-3.

	/s/ Mark C. Cresitello, Attorney-in-Fact for Ryan T. Dolan	09/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)