Sphere (SPHR) insider filing shows RSU vesting and tax-withholding at $60.29

Rhea-AI Filing Summary

Jennifer Koester, President & COO of Sphere Entertainment Co. (SPHR), reported transactions dated 09/15/2025 involving restricted stock units (RSUs) granted under the SPHR 2020 Employee Stock Plan. The filing shows RSUs granted on April 22, 2024 (11,988 RSUs) and August 27, 2024 (8,269 RSUs and 6,829 RSUs) that had scheduled vesting tranches. One-third of the April 22, 2024 RSUs vested and settled on 09/13/2024 and another one-third vested and settled on 09/15/2025, with the remaining tranche due 09/15/2026. One-third of the August 27, 2024 RSUs vested and settled on 09/15/2025, with remaining tranches scheduled for 09/15/2026 and 09/15/2027. The report also discloses that 13,826 RSUs were withheld and disposed of on 09/15/2025 to satisfy tax withholding obligations at an implied price of $60.29 per share. The form was signed by an attorney-in-fact on behalf of Ms. Koester on 09/17/2025.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax-withholding, not a material corporate governance event.

The Form 4 documents scheduled vesting and settlement of RSUs for the issuer's President & COO, consistent with standard equity compensation practices. The withholding of 13,826 shares to satisfy tax obligations is recorded as a disposal at $60.29 per share, indicating standard tax-related share retention rather than an open-market sale. There are no indications of unplanned departures, acceleration clauses, or related-party transactions disclosed in this filing.

Executive Compensation Analyst

TL;DR: Compensation-related tranche vesting occurred as scheduled; transaction mechanics are standard.

The filing specifies RSU grants from April and August 2024 and shows the expected tranching: one-third vested and settled in 2024 and one-third in 2025, with later tranches in 2026 and 2027. The withholding of 13,826 RSUs under Rule 16b-3 to cover taxes is consistent with plan terms. The disclosure includes exact RSU counts and the withholding price, enabling clear reconciliation of shares settled and retained for tax purposes.

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

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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^*

Koester Jennifer

(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)
	President & COO, Sphere

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		11,988	A	$0(1)	21,200	D
Class A Common Stock	09/15/2025		M		6,829	A	$0(1)	28,029	D
Class A Common Stock	09/15/2025		M		8,269	A	$0(2)	36,298	D
Class A Common Stock	09/15/2025		F(3)		13,826	D	$60.29	22,472	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			11,988	(1)	09/15/2026	Class A Common Stock	11,988	$0.00	11,988	D
Restricted Stock Units	(1)	09/15/2025		M			6,829	(1)	09/15/2026	Class A Common Stock	6,829	$0.00	6,829	D
Restricted Stock Units	(2)	09/15/2025		M			8,269	(2)	09/15/2027	Class A Common Stock	8,269	$0.00	16,539	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") was granted on April 22, 2024 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 footnotes 1 and 2, exempt under Rule 16b-3.

	/s/ Mark C. Cresitello, Attorney-in-Fact for Jennifer Koester	09/17/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Jennifer Koester report on Form 4 for SPHR on 09/15/2025?

Answer: She reported vesting and settlement of RSUs granted in April and August 2024 and the withholding/disposition of 13,826 RSUs to satisfy tax withholding.

How many RSUs vested and were settled for Ms. Koester on 09/15/2025?

Answer: The filing lists vested RSU tranches totaling 11,988, 6,829, and 8,269 units across the reported grants, with specified portions settling on 09/15/2025.

At what price were RSUs withheld to satisfy taxes in the Form 4?

Answer: The RSUs withheld for tax withholding were reported at a price of $60.29 per share, covering 13,826 RSUs.

Who signed the Form 4 filing for Jennifer Koester?

Answer: The Form 4 was signed by Mark C. Cresitello, Attorney-in-Fact for Jennifer Koester, on 09/17/2025.

Which equity plan governs the RSU grants disclosed in the filing?

Answer: The RSUs were granted under the Sphere Entertainment Co. 2020 Employee Stock Plan, as amended.