Sphere Entertainment Co. — Director's Dealing 2024

Sep 17, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sphere Entertainment Co. (SPHR)
CIK: 0001795250
Period of Report: 2024-09-13

Reporting Person: GREENBERG ANDREA (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-13	Class A Common Stock	M	5836	—	Acquired	82485.979	Direct
2024-09-13	Class A Common Stock	M	6593	—	Acquired	89078.979	Direct
2024-09-13	Class A Common Stock	M	10776	—	Acquired	99854.979	Direct
2024-09-13	Class A Common Stock	F	11299	$42.23	Disposed	88555.979	Direct
2024-09-13	Class A Common Stock	M	17546	—	Acquired	106101.979	Direct
2024-09-13	Class A Common Stock	F	8544	$42.23	Disposed	97557.979	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-13	Restricted Stock Units	$	M	5836	Disposed	2024-09-13	Class A Common Stock (5836)	Direct
2024-09-13	Restricted Stock Units	$	M	6593	Disposed	2025-09-15	Class A Common Stock (6593)	Direct
2024-09-13	Restricted Stock Units	$	M	10776	Disposed	2026-09-15	Class A Common Stock (10776)	Direct
2024-09-13	Performance Restricted Stock Units	$	M	17546	Disposed	2024-09-13	Class A Common Stock (17546)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") was granted on August 27, 2021 under the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Sphere Entertainment Co. ("SPHR") (the "MSGN 2010 Employee Stock Plan"), and represents a right to receive one share of SPHR Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2022. One-third of the RSUs vested and were settled on September 15, 2023. The remaining one-third of the RSUs vested and were settled on September 13, 2024, in each case, other than the RSUs that vested and were settled for FICA taxes in November 2021.

F2: Each RSU was granted on August 31, 2022 under the MSGN 2010 Employee Stock Plan and represents a right to receive one share of SPHR Class A Common Stock or the cash equivalent thereof. One-third of the RSUs vested and were settled on September 15, 2023. One-third of the RSUs vested and were settled on September 13, 2024. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2025, in each case, other than the RSUs that vested and were settled for FICA taxes in August 2022.

F3: Each RSU was granted on September 1, 2023 under the MSGN 2010 Employee Stock Plan and represents a right to receive one share of SPHR 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 are scheduled to vest and settle on September 15, 2025. The remaining one-third of the RSUs are scheduled to vest and settle on September 15, 2026, in each case, other than the RSUs that vested and were settled for FICA taxes in September 2023.

F4: Represents 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.

F5: Each performance restricted stock unit ("PSU") was granted on August 27, 2021 under the MSGN 2010 Employee Stock Plan and represents a right to receive one share of SPHR 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 13, 2024, other than the PSUs that vested and were settled for FICA taxes in March 2024.

F6: Represents 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.