EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Sphere Entertainment Co., a Delaware corporation (the
Registrant), to register an additional 3,100,000 shares of the Registrants Class A common stock, par value $0.01 per share (Class A Common Stock,), issuable under the Registrants 2020 Employee Stock
Plan, as amended (the Plan). The Board of Directors of the Registrant approved the Plan on September 30, 2024, and on December 9, 2024, the Plan was approved by the Registrants stockholders at the Registrants annual
meeting.
In accordance with General Instruction E to Form S-8, the contents of the Registrants
Registration Statement on Form S-8 registering 3,000,000 shares of Class A Common Stock issuable under the Plan and previously filed with the Securities and Exchange Commission (the
SEC) on April 16, 2020 (File No. 333-237718), the Registrants Registration Statement on Form S-8 registering an
additional 1,038,714 shares of Class A Common Stock under the Plan and previously filed with the SEC on July 9, 2021 (File No. 333-257817), the Registrants Registration Statement on Form S-8 registering an additional 1,500,000 shares of Class A Common Stock under the Plan and previously filed with the SEC on December 6, 2022
(File No. 333-268682), and the Registrants Registration Statement on Form S-8 registering an additional 4,000,000 shares of Class A Common
Stock under the Plan and previously filed with the SEC on December 8, 2023 (File No. 333-275946), including any amendments thereto or filings incorporated therein, are hereby incorporated
by reference herein, except as amended hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
All information required by Part I to be contained in the prospectus is omitted from this registration statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the Securities Act).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following
documents filed by the Registrant are incorporated herein by reference (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):
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(a) |
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Description of Capital Stock (incorporated by reference to Exhibit 4.5 to the Registrants Annual Report on Form 10-K for the year ended June 30, 2023 filed with the SEC on August 22, 2023); |
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(b) |
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The Registrants Annual Report on Form 10-K for the
year ended June 30, 2024 filed with the SEC on August 14, 2024; |
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(c) |
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The Registrants Quarterly Report on Form 10-Q
for the quarter ended September 30, 2024 filed with the SEC on November 12, 2024; and |
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(d) |
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The Registrants Current Reports on Form 8-K filed with the SEC on July 2,
2024, July
3, 2024, August
26, 2024, August
30, 2024, October
8, 2024, October
11, 2024, November
12, 2024, November
26, 2024 and December 10, 2024. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
herein to be a part hereof from the date of filing of such documents (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules).
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