SEC Form 4 · accession 0001193125-26-394310
Sphere Entertainment Co. · SPHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryan Thomas Dolan
Director
Period of report
Sep 15, 2026
Accepted (ET)
Sep 17, 2026 · 4:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001795250
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Sep 15, 2026 | M | 269 | $0.00 | A | 4,328 | D | |
| Class A Common StockF2 | Sep 15, 2026 | M | 275 | $0.00 | A | 4,603 | D | |
| Class A Common StockF3 | Sep 15, 2026 | M | 321 | $0.00 | A | 4,924 | D | |
| Class A Common Stock | Sep 15, 2026 | F | 309 | $144.12 | D | 4,615 | D | |
| Class A Common StockF5 | Sep 15, 2026 | M | 807 | $0.00 | A | 5,422 | D | |
| Class A Common StockF6 | Sep 15, 2026 | M | 825 | $0.00 | A | 6,247 | D | |
| Class A Common Stock | Sep 15, 2026 | F | 585 | $144.12 | D | 5,662 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Sep 15, 2026 | M | 269 | D | — | Sep 15, 2026 | Class A Common Stock | 269 | 0 | D |
| Restricted Stock UnitsF2 | — | Sep 15, 2026 | M | 275 | D | — | Sep 15, 2026 | Class A Common Stock | 275 | 0 | D |
| Restricted Stock UnitsF3 | — | Sep 15, 2026 | M | 321 | D | — | Sep 15, 2027 | Class A Common Stock | 321 | 322 | D |
| Performance Restricted Stock UnitsF5 | — | Sep 15, 2026 | M | 807 | D | — | Sep 15, 2026 | Class A Common Stock | 807 | 0 | D |
| Performance Restricted Stock UnitsF6 | — | Sep 15, 2026 | M | 825 | D | — | Sep 15, 2026 | Class A Common Stock | 825 | 0 | D |
Explanation of responses
- F1Each 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.
- F2Each 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.
- F3Each 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.
- F4Represents 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.
- F5Each 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.
- F6Each 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.
- F7Represents 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.