SEC Form 4 · accession 0001193125-26-394321
Sphere Entertainment Co. · SPHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer Koester
Officer — President & COO, Sphere
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 | 11,988 | $0.00 | A | 42,906 | D | |
| Class A Common StockF1 | Sep 15, 2026 | M | 6,829 | $0.00 | A | 49,735 | D | |
| Class A Common StockF2 | Sep 15, 2026 | M | 8,269 | $0.00 | A | 58,004 | D | |
| Class A Common Stock | Sep 15, 2026 | F | 13,826 | $144.12 | D | 44,178 | D | |
| Class A Common StockF4 | Sep 15, 2026 | M | 20,487 | $0.00 | A | 64,665 | D | |
| Class A Common Stock | Sep 15, 2026 | F | 10,458 | $144.12 | D | 54,207 | 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 | 11,988 | D | — | Sep 15, 2026 | Class A Common Stock | 11,988 | 0 | D |
| Restricted Stock UnitsF1 | — | Sep 15, 2026 | M | 6,829 | D | — | Sep 15, 2026 | Class A Common Stock | 6,829 | 0 | D |
| Restricted Stock UnitsF2 | — | Sep 15, 2026 | M | 8,269 | D | — | Sep 15, 2027 | Class A Common Stock | 8,269 | 8,270 | D |
| Performance Restricted Stock UnitsF4 | — | Sep 15, 2026 | M | 20,487 | D | — | Sep 15, 2026 | Class A Common Stock | 20,487 | 0 | D |
Explanation of responses
- F1Each 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 vested and were settled on September 15, 2026.
- F2Each 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.
- F3Represents 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.
- F4Each performance restricted stock unit ("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.
- F5Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 4, exempt under Rule 16b-3.