Sphere (SPHR) Insider Reports RSU Settlements; Tax Withholding of 757 Shares

Rhea-AI Filing Summary

Gregory Brunner, SVP, Controller & PAO of Sphere Entertainment Co. (SPHR), reported stock-settlement activity tied to vested restricted stock units. On 09/15/2025 he was issued 1,479 shares from RSUs granted 09/01/2023 and 624 shares from RSUs granted 08/27/2024; both issuances show $0.00 purchase price because they were settlements of restricted stock units. Additionally, 757 shares were reported as disposed of on 09/15/2025 at $60.29, which the filing explains represent shares withheld to satisfy tax-withholding obligations. Following these transactions he beneficially owned 2,292 Class A shares.

Insights

Financial Analyst

TL;DR Routine insider vesting and tax-withholding; no new cash purchases or sales beyond withholding.

This Form 4 documents the scheduled vesting and settlement of previously granted restricted stock units (RSUs). The reporting person received 1,479 and 624 shares from two RSU grants and had 757 shares withheld to cover taxes, recorded as a disposition at $60.29. These actions reflect compensation settlement mechanics rather than open-market trading and do not indicate a new change in ownership strategy or corporate financing.

Corporate Governance Expert

TL;DR Governance-compliant disclosure of RSU vesting and tax withholding; standard insider reporting.

The filing describes RSU grants under the 2020 Employee Stock Plan and their vesting schedule (one-third each year). The withheld shares are noted as exempt under Rule 16b-3, consistent with tax-withholding practices. This is a routine section 16 disclosure showing compensation settlement and tax compliance, with no indication of unusual insider transactions or governance concerns in the disclosure itself.

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^*

Brunner Gregory

(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)
	SVP, Controller & PAO

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		1,479	A	$0.00(1)	2,425	D
Class A Common Stock	09/15/2025		M		624	A	$0.00(2)	3,049	D
Class A Common Stock	09/15/2025		F(3)		757	D	$60.29	2,292	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			1,479	(1)	09/15/2026	Class A Common Stock	1,479	$0.00	1,480	D
Restricted Stock Units	(2)	09/15/2025		M			624	(2)	09/15/2027	Class A Common Stock	624	$0.00	1,248	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 are scheduled to vest and settle on September 15, 2026.

2. 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.

3. Represents RSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs described in footnotes1 and 2, exempt under Rule 16b-3.

	/s/ Mark C. Cresitello, Attorney-in-Fact for Gregory Brunner	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did Gregory Brunner report on Form 4 for SPHR?

He reported receipt of 1,479 shares

Why are some shares recorded at $0.00 on the Form 4?

Those entries reflect settlement of restricted stock units (RSUs), which are reported with a $0.00 purchase price because they were compensation settlements, not cash purchases.

How many Class A shares does Brunner beneficially own after these transactions?

The filing shows he beneficially owned 2,292 Class A shares following the reported transactions.

When do the remaining RSUs vest according to the filing?

RSUs from the 09/01/2023 grant have remaining settlements on 09/15/2026; RSUs from 08/27/2024 have remaining settlements on 09/15/2026 and 09/15/2027.

Are the withheld shares exempt from Section 16(b) liability?

The filing states the shares withheld to satisfy tax obligations are exempt under Rule 16b-3.