Executive Chairman and CEO Dolan James Lawrence covered exercise/tax liability with 85,431 shares, exercised 108,630 shares at a strike of $67.33 and returned $2,661,157 worth of shares to the company (23,199 units at $114.71) (SEC Form 4)
$SPHR
Services-Misc. Amusement & Recreation
Consumer Discretionary
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sphere Entertainment Co. [ SPHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/17/2026 | M | 54,315(1) | A | $67.33 | 1,032,783(2) | D(3) | |||
| Class A Common Stock | 02/17/2026 | M | 54,315(1) | A | $67.33 | 1,087,098(2) | D(3) | |||
| Class A Common Stock | 02/17/2026 | D | 11,599.5(1) | D | $114.71 | 1,075,498.5(2) | D(3) | |||
| Class A Common Stock | 02/17/2026 | D | 11,599.5(1) | D | $114.71 | 1,063,899(2) | D(3) | |||
| Class A Common Stock | 02/17/2026 | F | 63,761(4) | D | $114.71 | 1,000,138(2) | D(3) | |||
| Class A Common Stock | 02/17/2026 | F | 21,670(5) | D | $114.71 | 978,468(2) | D(3) | |||
| Class A Common Stock | 14,119 | I(6) | By Spouse | |||||||
| Class A Common Stock | 746 | I(7) | By Minor Children and Household Members | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options (Rights to Buy) | $67.33 | 02/17/2026 | M | 54,315(1) | (8) | 02/25/2026 | Class A Common Stock | 54,315 | $0 | 0 | D | ||||
| Stock Options (Rights to Buy) | $67.33 | 02/17/2026 | M | 54,315(1) | 08/28/2021 | 02/25/2026 | Class A Common Stock | 54,315 | $0 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each stock option was granted under the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Sphere Entertainment Co. ("SPHR"), and represents the option to purchase Class A Common Stock. The options were exercised on February 17, 2026, through cashless exercise, and settled in cash. |
| 2. Includes shares jointly held with spouse. |
| 3. Securities held directly by James L. Dolan, Kristin A. Dolan's spouse. Ms. Dolan disclaims beneficial ownership of these securities, and this filing shall not be deemed an admission that Ms. Dolan is, for the purpose of Section 16 or for any other purpose, the beneficial owner of such securities. |
| 4. Represents shares of Class A Common Stock withheld to satisfy the exercise price in connection with the exercise of stock options described in footnote 1, exempt under Rule 16b-3. |
| 5. Represents shares of Class A Common Stock withheld to satisfy tax withholding obligations in connection with the exercise and settlement of stock options described in footnote 1, exempt under Rule 16b-3. |
| 6. Securities 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. |
| 7. The 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. |
| 8. Two-thirds of the stock options were fully vested on the date of grant, July 9, 2021, and the remaining one-third vested on August 29, 2021. |
| /s/ James L. Dolan | 02/19/2026 | |
| /s/ Mark C. Cresitello, Attorney-in-Fact for Kristin A. Dolan | 02/19/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||