Andrea Greenberg - 13 Sep 2024 Form 4 Insider Report for Sphere Entertainment Co. (SPHR)

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.