Sphere (SPHR) 10% Owner James Dolan Receives Awards; Shares Withheld

What Happened

• James L. Dolan (identified as a 10% owner) had restricted stock units (RSUs) and performance stock units (PSUs) vest and convert into common shares on September 15, 2026. A total of 107,586 shares were issued upon settlement (26,897 + 80,689).
• To satisfy tax withholding obligations, 54,921 shares were withheld (13,730 and 41,191) and disposed at an imputed value of $144.12 per share, generating cash of $1,978,768 and $5,936,447, respectively — a combined amount of $7,915,215.
• These entries are reported as derivative exercises/conversions (code M) for vesting/settlement and withholding for tax (code F). The exercise/conversion reported $0 exercise price, consistent with RSU/PSU settlements rather than option purchases.

Key Details

• Transaction date: September 15, 2026; Form 4 filed September 17, 2026 (filed within the normal 2-business-day window).
• Price used for withholding: $144.12 per share.
• Shares issued on settlement: 107,586 total (26,897 + 80,689).
• Shares withheld for taxes/disposed: 54,921 total (13,730 + 41,191), cash value ~$7.92M.
• Net shares retained from the settlement (after withholding): 52,665 (107,586 − 54,921).
• Notable footnotes:
  • F1/F5: RSUs and PSUs were granted 9/1/2023 and vested/settled per schedule; PSUs were earned at 100% of target.
  • F4/F6: Withheld shares represent tax withholding in connection with the vesting/settlement (exempt under Rule 16b-3).
  • F2–F3, F7–F8: Disclaimers regarding shares held jointly with spouse and holdings of related parties.
• Shares owned after the transaction are not specified in the summary data provided.

Context

• These transactions reflect award vesting and settlement (conversion of RSUs/PSUs to stock) with shares withheld to cover tax obligations — commonly a routine, non-market-sale event. Code M indicates conversion/exercise of derivative awards; code F indicates shares were surrendered to satisfy tax liability.
• As a reported 10% owner, James Dolan is a large shareholder; such award settlements are administrative and do not by themselves indicate a bullish or bearish trading signal.