SEC Form 4 · accession 0001193125-26-394326

Sphere Entertainment Co. · SPHR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

James Lawrence Dolan

Officer — Executive Chairman and CEO · Director · 10% Owner · Other

Kristin A Dolan

Director · 10% Owner

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 Stock^F1,F2,F3	Sep 15, 2026	M	26,897	$0.00	A	1,005,365	D
Class A Common Stock^F2,F3	Sep 15, 2026	F	13,730	$144.12	D	991,635	D
Class A Common Stock^F5,F2,F3	Sep 15, 2026	M	80,689	$0.00	A	1,072,324	D
Class A Common Stock^F2,F3	Sep 15, 2026	F	41,191	$144.12	D	1,031,133	D
Class A Common Stock^F7	holding	—	—		—	14,119	I	By Spouse
Class A Common Stock^F8	holding	—	—		—	746	I	By Minor Children and Household Members

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1	—	Sep 15, 2026	M	26,897	D	—	Sep 15, 2026	Class A Common Stock	26,897	0	D
Performance Restricted Stock Units^F5	—	Sep 15, 2026	M	80,689	D	—	Sep 15, 2026	Class A Common Stock	80,689	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.
F2Includes shares held jointly with spouse.
F3Securities held directly by James L. Dolan, Kristin A. Dolan's spouse, or jointly by James L. Dolan and Kristin A. Dolan. Ms. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Mr. Dolan (other than securities held jointly with her spouse) and this report shall not be deemed to be an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
F4Represents RSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs described in footnote 1, 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.
F6Represents PSUs of SPHR withheld to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs described in footnote 5, exempt under Rule 16b-3.
F7Securities held directly by Kristin A. Dolan, James L. Dolan's spouse. Mr. Dolan disclaims beneficial ownership of these securities beneficially owned or deemed to be beneficially owned by Ms. Dolan (other than securities in which he has a direct pecuniary interest) and this report shall not be deemed to be an admission that Mr. Dolan is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
F8The reporting persons disclaim beneficial ownership of all securities of SPHR beneficially owned and deemed to be beneficially owned by their minor children and household members and this report shall not be deemed an admission that reporting persons are, for the purposes of Section 16 or for any other purpose, the beneficial owner of such securities.