Sphere Entertainment Co.

Our executive compensation philosophy is reflected in the principal elements of our executive compensation program, each of which is important to the Company’s goal of attracting, retaining, motivating and rewarding highly-qualified executive officers. The compensation program included the following key elements for the 2024 Transition Period: base salary, 2024 Transition Period cash incentives, long-term incentives, retirement, health and welfare and other benefits, which are generally provided to all other eligible employees, and additional executive officer benefits, including post-termination compensation under certain circumstances and certain perquisites, each as described below.

A significant percentage of total direct compensation is allocated to incentive compensation in accordance with the Compensation Committee’s philosophy. The Compensation Committee reviews historical compensation, other information provided by the independent compensation consultant and other factors, such as experience, performance, length of service and contractual commitments, to determine the appropriate level and mix of compensation for executive officers. The allocation between cash and equity compensation and between short-term and long-term compensation is designed to provide a variety of fixed and at-risk compensation that is related to the achievement of the Company’s short-term and long-term objectives.

Mr. Dolan was employed by MSGS and MSGE as each company’s Executive Chairman and Chief Executive Officer during the 2024 Transition Period, and received separate compensation from MSGS and MSGE. While the Compensation Committee is aware that Mr. Dolan also receives compensation for services rendered to MSGS and MSGE, its own compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company.

Mr. Granville-Smith was employed by MSGS and AMC Networks during the 2024 Transition Period, and received separate compensation from MSGS and AMC Networks. While the Compensation Committee is aware that Mr. Granville-Smith also receives compensation for services rendered to MSGS and AMC Networks, its own compensation decisions are based on its independent assessment and application of the compensation goals and objectives of the Company.

The compensation program and philosophies discussed in this proxy statement reflect only compensation that is paid by the Company for services rendered to the Company, except as otherwise noted. For more information regarding the compensation of Mr. Dolan by MSGS and MSGE, see MSGS’s and MSGE’s 2024 Definitive Proxy Statements, respectively. For more information regarding the compensation of Mr. Granville-Smith by MSGS, see MSGS’s 2024 Definitive Proxy Statement.

Base Salaries

Our Compensation Committee is responsible for setting the base salaries of the executive officers, which are intended to compensate them for the day-to-day services that they perform for the Company. Base salaries for these executive officers have been set at levels that are intended to reflect the competitive marketplace in attracting and retaining quality executive officers. The employment agreement between the Company and each NEO contains (or contained, in the case of former executives) a minimum base salary level. For information regarding these base salary levels, please see “Executive Compensation Tables — Employment Agreements” below. The Compensation Committee reviews the salaries of the executive officers at least annually. The Compensation Committee may adjust base salaries for executive officers over time, based on their performance and experience and in accordance with the terms of their employment agreements.

The annual base salaries for each of Mr. Dolan, Mses. Koester and Greenberg, and Messrs. Granville-Smith and Brunner as of the end of the 2024 Transition Period were as follows: $230,000, $1,450,000, $1,350,000, $800,000, and $450,000, respectively. The annual base salary for Mr. Byrnes at the time of his separation from the Company was $1,000,000. For additional information regarding the base salaries and actual amounts earned during the Company’s 2024 Transition Period, see “Executive Compensation Tables — Summary Compensation Table”, which values reflect the 6-month length of the 2024 Transition Period. The Compensation Committee generally determined salaries for NEOs after evaluation of Company and individual performance, market pay levels, the range of increases generally provided to the Company’s employees and, to the extent appropriate, management’s recommendations.

2024 Transition Period Cash Incentives

Overview

As a result of the change in the Company’s fiscal year-end from June 30 to December 31 and the continued assessment, review and development of the Company’s goals given the uniqueness and novel nature of Sphere in Las Vegas, The Sphere Experience, and the Sphere business model, based on management’s recommendation, the Compensation Committee determined that the incentive awards for the Company (including the Sphere and MSG Networks reportable segments and the Corporate business unit) for the six-month 2024 Transition Period be granted on a discretionary basis based on a number of factors, including performance on strategic initiatives and financial performance. Following the 2024 Transition Period, the Company’s annual incentive program is expected to provide for performance-based incentives tied to achievement of key predetermined financial and strategic measures.

Utilizing discretion for the 2024 Transition Period permitted the Compensation Committee to consider various aspects of performance, including both strategic and financial aspects, as well as actions taken to position the Company for long-term growth, and allowed the Committee to be flexible in its decision-making to ensure continued alignment of executive compensation with the Company’s goals and priorities following this transition period. Cash incentives earned by our NEOs for performance in the 2024 Transition Period were determined by the Compensation Committee in consultation with its independent compensation consultant and independent legal counsel following a comprehensive evaluation of reportable segment performance, and with respect to the 2024 Transition Period cash incentive for the President and Chief Executive Officer of MSG Networks, based on recommendations from the MSGN independent directors based on MSG Networks reportable segment results.

The Compensation Committee evaluated performance for the 2024 Transition Period based on reportable segment strategic and financial accomplishments. During the 2024 Transition Period, we had two reportable segments, Sphere (which includes the President and Chief Operating Officer of Sphere) and MSG Networks (which includes the President and Chief Executive Officer of MSG Networks). The payout results for the

Corporate business unit (including our NEOs other than the President and Chief Operating Officer of Sphere and the President and Chief Executive Officer of MSG Networks) were based 80% on Sphere reportable segment results and 20% on MSG Networks reportable segment results. The payout results continue to place importance on the achievement of strategic objectives to reflect the Company’s long-term goals for transformative strategic growth and development, including the growth of Sphere.

As discussed in “Performance Achievement Levels” below, the payout level of the 2024 Transition Period cash incentives was determined to be: 100.00% for the Sphere reportable segment; 97.90% for the MSG Networks reportable segment; and 99.58% for the Corporate business unit (based 80% on Sphere reportable segment results and 20% on MSG Networks reportable segment results).

Target Award Opportunities

Each employee eligible for an annual incentive award was assigned a target award equal to a percentage of that employee’s base salary as of the conclusion of the applicable fiscal year (with potential payouts not to exceed 200% of target). Target values for our 2024 Transition Period were 50% of full-year values, reflecting the six-month duration of the 2024 Transition Period.

Target 2024 Transition Period incentive opportunities were based upon the applicable employee’s position, grade level, responsibilities, and historical and expected future contributions to the Company. In addition, each employment agreement between the Company and each of the NEOs contains (or contained, in the case of former executives) a minimum target annual incentive award level. The Compensation Committee reviews the target annual incentive award levels of the NEOs at least annually, subject to the minimum target annual incentive award level set forth in each employment agreement between the Company and each of the NEOs. See “Executive Compensation Tables — Employment Agreements” below.

2024 Transition Period Incentive Payouts

The below table summarizes each NEO’s target incentive opportunity for the 2024 Transition Period (based on 50% of full-year annual incentive values, reflecting the six-month duration of the 2024 Transition Period) and actual 2024 Transition Period incentive payouts, as determined by the Compensation Committee.

The 2024 Transition Period incentive payouts are described in more detail below.

(1)Reflects 50% of the current NEOs’ annual base salaries as of the conclusion of the 2024 Transition Period and 50% of Mr. Byrnes’ annual base salary as of his separation date.

Performance Achievement Levels

Corporate Business Unit Achievement and Considerations:

The 2024 Transition Period incentive payout for our NEOs other than the President and Chief Operating Officer of Sphere and the President and Chief Executive Officer of MSG Networks was based on the Corporate business unit results, which were based 80% on Sphere reportable segment results and 20% on MSG Networks reportable segment results (consistent with the approach in fiscal year 2024). The achievements and considerations taken into account by the Compensation Committee in determining the Sphere and MSG Networks reportable segment results are described below. Based on this blended result, the Compensation Committee determined the payout result for the Corporate business unit to be 99.58% of target.

Sphere Reportable Segment Achievements and Considerations:

The 2024 Transition Period incentive payout for the President and Chief Operating Officer of Sphere was based on the performance of the Sphere reportable segment. During the 2024 Transition Period, the Sphere reportable segment successfully executed a number of strategic priorities and took certain actions with the goal of positioning the Company for long-term growth. Factors considered by the Compensation Committee included:

•Sphere Events and Venue Operations: During the six months ended December 31, 2024, the venue hosted over 1.7 million guests across more than 430 events, including:

◦The Sphere Experience ran 340 performances of Postcard from Earth and V-U2 An Immersive Concert Film. During the 2024 Transition Period, management continued to refine operational aspects of The Sphere Experience based on learnings since the venue’s opening, including with respect to schedule and pricing in order to maximize revenue and enhance the guest experience;

◦Sphere hosted 12 shows from Dead & Company (as part of their 30-concert total run through August 2024), 16 shows from the Eagles (as part of their 36-show run through September 2025) and five shows from Anyma, the venue’s first electronic dance music act (as part of its 12-show run through early March 2025);

◦Sphere hosted UFC 306, the first live sports event to take place at Sphere and the venue’s highest grossing single event to-date;

◦Formula 1’s Las Vegas Grand Prix returned to Sphere in November 2024 as part of its multi-year deal with the Company; and

◦The venue also welcomed two corporate keynote events and announced Delta Air Lines’ keynote address, which took place during the January 2025 Consumer Electronics Show.

•Exosphere and Sponsorship: The Company announced new marketing partnerships with Verizon, DCT Abu Dhabi, and Ticketmaster.

•Sphere Expansion: In October 2024, the Company and DCT Abu Dhabi announced that they will work together to bring the world's second Sphere to Abu Dhabi, United Arab Emirates under a franchise model.

•Corporate: Management continued to develop its leadership team with the goal of positioning the Sphere business for long-term growth.

Based on these factors, the Compensation Committee determined the payout result for the Sphere reportable segment to be 100.00% of target.

MSG Networks Reportable Segment Achievement and Considerations:

The 2024 Transition Period incentive payout for the President and Chief Executive Officer of MSG Networks was based on the performance of the MSG Networks reportable segment. The MSGN independent directors, in consultation with their independent compensation consultant, reviewed and evaluated the 2024 Transition Period performance of the MSG Networks segment and provided a recommendation to the Compensation Committee with respect to the payout for the President and Chief Executive Officer of MSG Networks. In their performance assessment, the MSGN independent directors followed the fiscal year 2024 MSG Networks annual incentive design, basing the payout 50% on financial performance achievements and 50% on strategic achievements. The financial component result was based 50% on MSG Networks reportable segment revenue and 50% on MSG Networks reportable segment AOI. Based on MSG Networks reportable segment performance during the 2024 Transition Period budget against the MSG Networks budget for the period, the calculated payout result recommended by the MSGN independent directors was as follows for the financial component:

The strategic component for the MSG Networks reportable segment results and the President and Chief Executive Officer of MSG Networks’ payout was based on the achievement of certain strategic objectives with different weightings and accompanied by discrete tactics and measurable metrics. Taking into account the weighted rating of each goal and underlying tactic and metric, the strategic score recommended by the MSGN independent directors for the President and Chief Executive Officer of MSG Networks’ payout was 101.75%. This was based on the achievement of certain objectives, including:

•Launching The Gotham Sports App in October 2024, which houses both MSG+ and the YES App, through MSG Networks’ joint venture with YES;

•Continuing to lead the work-out of its indebtedness with various stakeholders, including entering into a forbearance agreement with certain of its lenders;

•Driving growth in advertising sales; and

•Continuing to focus on operating and cost efficiencies.

Based on the combined financial and strategic achievements described above, the MSGN independent directors recommended the Compensation Committee approve a payout for the President and Chief Executive Officer of MSG Networks of 97.90% of target. The Compensation Committee reviewed the recommendation and supporting materials and determined the payout result for the President and Chief Executive Officer of MSG Networks to be 97.90% of target.

Long-Term Incentives

Long-term incentives represent a substantial portion of our executive officers’ annual total direct compensation. Long-term incentive award values for our 2024 Transition Period were 50% of full-year values, reflecting the six-month duration of the 2024 Transition Period. For the 2024 Transition Period, standard long-term incentives for our NEOs other than Mr. Dolan were comprised of a mix of cliff-vesting restricted stock units (50%) and ratable-vesting restricted stock units (50%). See “— Elements of the 2024 Transition Period Compensation,” for further information on the Company’s long-term incentive program design for the 2024 Transition Period. The shift for the 2024 Transition Period is not intended to represent a change from the Company’s plan design for the equity mix comprising long-term compensation.

The Compensation Committee believes this equity mix:

•Establishes strong alignment between executive officers and the interests of the Company’s stockholders;

•Provides meaningful incentive to drive actions that will improve the Company’s long-term stockholder value; and

•Supports the Company’s objectives of attracting and retaining the best executive officer talent.

The following table summarizes our 2024 Transition Period standard long-term incentive awards to our NEOs other than Mr. Dolan:

Additional information regarding long-term incentive awards granted to NEOs during the 2024 Transition Period is set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table under “Executive Compensation Tables” below.

Pursuant to Mr. Dolan’s employment agreement, effective July 1, 2024, in lieu of participating in the Company’s long-term incentive program and subject to his continued employment by the Company (or any of its subsidiaries) through the applicable vesting date (subject to certain limited exceptions), Mr. Dolan (i) was granted on July 1, 2024, non-qualified performance vesting options to purchase 1,800,000 shares of Class A Common Stock, and (ii) was granted on January 8, 2025, non-qualified performance vesting options to purchase 984,700 shares of Class A Common Stock. See “— Performance Vesting Options” below for further details.

Restricted Stock Units

Restricted stock units serve to align executive officers’ interests with those of our stockholders and promote the retention of employees, including the NEOs.

The Compensation Committee approved the awards of restricted stock units shown in the table below to the NEOs for the 2024 Transition Period pursuant to the Company’s 2020 Employee Stock Plan, as amended (the “Employee Stock Plan”) and, in the case of Ms. Greenberg, the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by the Company in the Networks Merger (“MSGN’s Employee Stock Plan”).

(1)The grant date fair value listed above is calculated in accordance with Topic 718. The Company determines the number of restricted stock units to grant by dividing the target grant value by the 20-trading day average ending on the day before the date of approval by the Compensation Committee. As noted above, long-term incentive award values for our 2024 Transition Period were 50% of full-year values, reflecting the six-month duration of the 2024 Transition Period.

(2)All vestings were subject to the terms of Mr. Byrnes’ separation agreement. See “Termination and Severance — Quantification of Termination and Severance — Benefits Payable to Mr. Byrnes as a Result of Separation.”

Cliff-vesting restricted stock units vest on September 15 th following a three-year cliff-vesting period after the date of grant, subject to continued employment and employment agreement terms (as applicable). Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically settle on the same timeframe as cliff-vesting restricted stock units granted that fiscal year.

Ratable-vesting restricted stock units vest over three years on September 15 th of each year following the year of grant, subject to continued employment and employment agreement terms (as applicable). Mid-year grants in respect of an out-of-cycle promotion, increase in compensation or new-hire typically vest on the same timeframe as ratable-vesting restricted stock units granted that fiscal year.

Converted Performance Stock Units Vested During the 2024 Transition Period

As previously disclosed, the performance stock units granted in August 2021, excluding certain performance stock units granted to certain employees of MSGE, and the mid-year grant of performance stock units in April 2022 to Messrs. Dolan and Byrnes (collectively, the “August 2021 Converted PSUs”), were determined to be earned at 100% of target and no longer subject to performance-based vesting requirements. The August 2021 Converted PSUs settled in shares on September 15, 2024 in accordance with their terms.

Performance Vesting Options

In lieu of participating in the standard annual long-term incentive program described above, in accordance with his employment agreement, Mr. Dolan, the Company’s Executive Chairman and Chief Executive Officer, was granted long-term incentive awards in the form of non-qualified performance vesting options to purchase shares of Class A Common Stock that vest based on the achievement of rigorous stock price hurdles. The stock price hurdles outlined below represent significant appreciation from the exercise prices (i.e., the respective closing stock price on the date of grant). Specifically, Mr. Dolan was granted: (i) the First Performance Vesting Option Award on July 1, 2024, consisting of non-qualified performance vesting options to purchase 1,800,000 shares of our Class A Common Stock, with a grant date fair value of $17.48 million, and (ii) the Second Performance Vesting Option Award on January 8, 2025, consisting of non-qualified performance vesting options to purchase 984,700 shares of our Class A Common Stock, with a grant date fair value of $13.03 million. The performance vesting options (or the applicable portion thereof) will vest on the later of (1) June 30, 2027, with respect to the First Performance Vesting Option Award, or January 8, 2028, with respect to the Second Performance Vesting

Option Award, and (2) the date on which any of the share price hurdles are achieved during the five-year performance period measured from the date of grant, in each case subject to Mr. Dolan’s continued employment with the Company (or any of its subsidiaries) through the applicable vesting date (subject to certain limited exceptions). The share price hurdles are as follows: $75 per share, $100 per share, $125 per share and $150 per share, with 25% of each option award subject to each respective performance price hurdle. Measurement of the achievement of the hurdles shall be based on a rolling thirty (30) consecutive trading day average of the closing price of the Class A Common Stock on the NYSE. The exercise price of the performance vesting options granted to Mr. Dolan on July 1, 2024 is $34.62 per share and the exercise price of the performance vesting options granted to Mr. Dolan on January 8, 2025 is $41.37 per share. The closing market price of our Class A Common Stock on the NYSE as of July 1, 2024 and January 8, 2025 was $34.62 and $41.37, respectively.

Compensation Committee Policies Related to Certain Compensation Matters

The Compensation Committee’s charter sets forth certain provisions relating to the consideration and granting of annual equity-based awards and other compensation.

The Compensation Committee is required to establish a schedule for the consideration and granting of annual equity-based and other compensation, andthe meeting to approve any annual equity-based awards and incentive compensation awards shall promptly follow the announcement of the Company’s year-end earnings (except as the Compensation Committee may otherwise agree). The Compensation Committee also has the authority in its discretion to approve equity-based awards at other times during the year for other reasons, including to provide compensation to new employees. Generally, the Compensation Committee does not take material non-public information into account when determining the timing of the grant of equity awards, including options. However, the Company’s employment agreement with Mr. Dolan provided the Compensation Committee the discretion to delay the grant of the 2025 non-qualified performance vesting option grant while there was material non-public information. When the Compensation Committee has had the discretion to delay the grant of an equity award because of material non-public information, the Compensation Committee has considered (i) the nature of material non-public information, (ii) the length of time until the material non-public information will be disclosed, and (iii) the lack of certainty surrounding the material non-public information and the potential impact the material non-public information could have on the Company’s stock price. The timing of the release of material non-public information isnot based on affecting the value of executive compensation.

In addition, the Compensation Committee’s charter sets forth certain procedural matters relating to the granting of stock options.

Insider Trading Policy

We have an insider trading policy that governs the purchase, sale and other disposition of our securities by the Company itself and our employees, directors and consultants. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us. Among other things, our insider trading policy prohibits us, our employees, directors and consultants from trading in our securities while in possession of material non-public information. The foregoing summary of our insider trading policy does not purport to be complete and is qualified by reference to the full text of our insider trading policy, a copy of which can be found as an exhibit to our Transition Report on Form 10-KT.

Hedging and Pledging Policies

The Company’s Insider Trading Policy prohibits all directors, consultants and employees (including NEOs), and all members of their immediate families or any individual who is materially dependent upon them for financial support who reside in the same household, from directly or indirectly (i) engaging in short sales, short sales against the box or other “hedging” transactions unless otherwise permitted by the Company and (ii) placing securities in margin accounts or otherwise pledging Company securities.

Clawback Policy

The Company’s Clawback Policy, which was established in accordance with the listing requirement of the NYSE, provides for the recovery or “clawback” of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement. The policy applies to incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding an accounting restatement and after the effective date of the NYSE’s listing requirement, October 2, 2023.

Vesting and Holding Requirements

Under our executive compensation program for the 2024 Transition Period, 50% of the restricted stock units granted to each recipient will vest ratably over three years and 50% of the restricted stock units granted to each recipient will cliff-vest after three years, in each case, so long as the recipient is continuously employed by the Company, MSGE, MSGS, or any of their respective subsidiaries, until the applicable vesting date (and subject to any applicable terms of the award agreements and their employment agreement, which may supersede any continued employment obligations). As noted above, the performance vesting options granted pursuant to Mr. Dolan’s employment agreement are also subject to cliff-vesting after three years. With respect to our non-employee directors, and as discussed above under “— Director Compensation,” compensation includes annual awards of restricted stock units. Pursuant to the award agreements, directors’ restricted stock units are settled in shares of Class A Common Stock (or, in the Compensation Committee’s discretion, cash) on the first business day following 90 days after the director incurs a separation from service (other than in the event of a director’s death, where the restricted stock units are settled immediately). One effect of the three-year cliff vesting and three-year ratable vesting, as the case may be (with respect to our NEOs and eligible employees), and the holding requirements (with respect to our non-employee directors), is to require each of our non-employee directors, NEOs and eligible employees to maintain significant holdings of Company securities at all times.