Sphere Entertainment (SPHR) Insider Converts Debt to ~56.9K Class B Shares

Rhea-AI Filing Summary

The Marianne E. Dolan Weber 2012 Descendants Trust reported a Section 16 transaction for Sphere Entertainment Co. (SPHR). On September 8, 2025 the trust received 56,948 shares of Class B Common Stock as partial repayment of a promissory note; the shares were valued at $52.2025 per share 56,948 shares beneficially owned following the transaction. The Form 4 was signed on September 10, 2025 by an attorney-in-fact.

Positive

• Received 56,948 Class B shares as partial repayment of a promissory note, converting debt into equity
• Class B shares are convertible one-for-one into Class A Common Stock, preserving economic equivalence to Class A
• Per-share valuation is disclosed ($52.2025 per share, the mean of the high and low trading price on Sept 8, 2025), providing transparency on the repayment basis

Negative

• Form 4 does not disclose prior or post-transaction ownership percentages, so the transaction's relative impact on control or dilution cannot be assessed
• No information on remaining terms of the promissory note or whether other creditors received similar treatment, limiting assessment of broader capitalization changes

Insights

Securities Analyst

TL;DR: Insider received equity in repayment of debt, increasing beneficial ownership by 56,948 convertible Class B shares valued at $52.2025 each.

The filing documents a non-derivative acquisition coded as a debt repayment

Corporate Governance Expert

TL;DR: Debt-to-equity settlement with insider-linked trust increases insider equity stake; disclosure is routine and complies with Section 16 reporting.

The report reflects a standard conversion of creditor claims into equity via issuance of Class B shares to the Marianne E. Dolan Weber 2012 Descendants Trust. The filing clearly identifies the transaction date, share count, per-share valuation method, and signatures, satisfying Form 4 disclosure requirements. Because the shares are convertible one-for-one into Class A, governance implications include a potentially greater voting or economic stake depending on conversion timing, but the filing does not indicate any immediate change in control or related-party governance actions. Materiality for investors depends on the issuer's total share count, which is not provided in this filing.

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^*

Marianne E. Dolan Weber 2012 Descendants Trust

(Last) (First) (Middle)

C/O RICHARD BACCARI

MLC VENTURES LLC, PO BOX 1014

(Street)

YORKTOWN HEIGHTS NY 10598

(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
	Officer (give title below)	X	Other (specify below)
			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)

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

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)		56,948		(1)	(1)	Class A Common Stock	56,948	(2)	56,948	D

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, the Reporting Person 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.

	MARIANNE E. DOLAN WEBER 2012 DESCENDANTS TRUST By: /s/ Brian G. Sweeney, Attorney-in-fact	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.

FAQ

What did the Marianne E. Dolan Weber 2012 Descendants Trust report for SPHR on Form 4?

The trust reported receiving 56,948 Class B Common Stock shares on September 8, 2025 as partial repayment of a promissory note, valued at $52.2025 per share.

What does transaction code J mean on this Form 4 for SPHR?

Transaction code J indicates the acquisition of securities in settlement or cancellation of indebtedness, as shown by the reported partial repayment of a promissory note.

Are the Class B shares convertible into Class A for SPHR?

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.

How much value did the received shares represent according to the filing?

The shares were valued at $52.2025 per share based on the mean of the high and low trading price for Class A on September 8, 2025, implying an aggregate value of roughly $2.97 million.

When was the Form 4 signed and filed?

The Form 4 is signed by an attorney-in-fact for the trust on September 10, 2025.