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Sphere Entertainment Co.

For the period ended Apr 28, 2026. Filed Apr 28, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 28, 2026 · Filed Apr 28, 2026

SPHR$120.02+6.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantx Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

SPHERE ENTERTAINMENT CO.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

xNo fee required
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

JAMES L. DOLAN

Executive Chairman and

Chief Executive Officer

Notice of Annual Meeting and

Proxy Statement

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders, which will be conducted via live webcast on Wednesday, June 10, 2026 at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet by visitingwww.virtualshareholdermeeting.com/SPHR2026. There is no in-person annual meeting this year for you to attend.

Information on how to vote and, if you wish to attend, the requirements to register in advance and how to ask questions during the annual meeting is described in the enclosed materials. Your vote is important to us.

Sincerely yours,

James L. Dolan

Executive Chairman and Chief Executive Officer

SPHERE ENTERTAINMENT CO., TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121

PROXY STATEMENT

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of

Sphere Entertainment Co.

The annual meeting of stockholders of Sphere Entertainment Co. (the “annual meeting”) will be held on Wednesday, June 10, 2026, at 10:00 a.m. Eastern Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visitingwww.virtualshareholdermeeting.com/SPHR2026 (there is no physical location for the annual meeting). In order to attend the annual meeting, you must register in advance at www.proxyvote.com prior to the deadline of June 5, 2026 at 5:00 p.m. Eastern Time. You will need to have your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to register in advance for and to join on the day of the annual meeting. We encourage you to allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. For further information on how to register for and participate in the meeting please see General Information, “How do I attend, vote and ask questions during the annual meeting?”

The annual meeting will be held to consider and vote upon the following proposals:

  1. Election of directors.

  2. Ratification of the appointment of our independent registered public accounting firm.

  3. An advisory vote on the compensation of our named executive officers.

  4. An advisory vote on the frequency of future advisory votes on named executive officer compensation.

  5. Conduct such other business as may be properly brought before the meeting.

Only stockholders of record on April 20, 2026 may vote during the meeting.

Your vote is important to us. Even if you plan on participating in the annual meeting virtually, we recommend that you vote as soon as possible by telephone, by Internet or by signing, dating and returning the proxy card in the postage-paid envelope provided.

By order of the Board of Directors,

Mark C. Cresitello

Secretary

New York, New York

SPHERE ENTERTAINMENT CO., TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121

TABLE OF CONTENTS

Proxy Statement Summary1
Voting Items and Board Recommendations1
Company Overview1
Corporate Governance and Board Practices2
Strengthening Our Workplace Community2
Director Nominees3
Executive Compensation Program4
General Information7
Company Overview7
Proxy Statement Materials8
Questions and Answers You May Have About Our Annual Meeting and Voting9
Board and Governance Practices14
Corporate Governance Practices14
Stockholder Engagement14
Board Leadership Structure15
Board Self-Assessment15
Executive Sessions of Non-Management and Independent Board Members15
Risk Oversight15
Communicating with Our Directors16
Code of Conduct and Ethics16
Director Independence16
Director Nominations18
Director Selection18
Board Meetings19
Committees19
Director Compensation23
Proposal 1 — Election of Directors25
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm35
Audit Committee Matters36
Services and Fees for 2025, 2024 Transition Period and Fiscal Year 202436
Report of Audit Committee37
Compensation Discussion & Analysis38
Executive Summary39
Compensation Program Practices and Policies46
Elements of Our Compensation Program49
Benefits61
Perquisites62
Post-Termination Compensation63
Awards Issued in Connection with the MSGE Distribution63
Report of Compensation Committee65
Executive Compensation Tables66
Certain Compensation Disclosure Considerations66
2025 Summary Compensation Table66
  • i -
2025 Grants of Plan-Based Awards72
Outstanding Equity Awards at December 31, 202575
2025 Option Exercises and Stock Vested77
2025 Pension Benefits78
2025 Nonqualified Deferred Compensation81
Employment Agreements82
Termination and Severance91
Equity Compensation Plan Information99
CEO Pay Ratio100
Pay Versus Performance101
Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information107
Proposal 3 — Non-Binding Advisory Vote on Named Executive Officer Compensation108
Proposal 4 — Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation109
Our Executive Officers110
Transactions with Related Parties112
Relationship Between Us, MSGE, MSGS and AMC Global Media112
Aircraft Arrangements115
Dolan Family Arrangements115
Other115
Certain Relationships and Potential Conflicts of Interest116
Related Party Transaction Approval Policy117
Delinquent Section 16(a) Reports118
Stock Ownership Table119
Other Matters130
Stockholder Proposals for 2027 Annual Meeting130
Annex A — Reconciliation of Non-GAAP Financial MeasuresA-1
  • ii -

References to our website in this proxy statement are provided as a convenience and the information contained on, or available through, our website is not part of this or any other document we file with or furnish to the U.S. Securities and Exchange Commission (the “SEC”).

Forward-Looking Statements

This proxy statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “believes,” “estimates,” “may,” “will,” “should,” “could,” “potential,” “continue,” “intends,” “plans” and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of us and our business, operations, financial condition and the industries in which we operate and the factors described in our filings with the SEC, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. We disclaim any obligation to update any forward-looking statements contained herein, except as may be required by law or applicable regulations.

  • iii -
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.