Form 8-K - Current report

false 0001795250 0001795250 2024-10-07 2024-10-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 7, 2024

 

 

SPHERE ENTERTAINMENT CO.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		001-39245		84-3755666
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Two Pennsylvania Plaza, New York, NY		10121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Stock		SPHR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 8, 2024, Sphere Entertainment Co. (the “Company”) announced that Mr. David F. Byrnes, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, will be leaving the Company. The Company will commence a search for a successor. Mr. Byrnes will continue in his current role for an interim period to facilitate a smooth transition. Following his departure, Mr. Byrnes will receive severance benefits in accordance with the terms of his employment agreement.

The Company issued a press release announcing Mr. Byrnes’ upcoming departure, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description of Exhibit
99.1		Press Release dated October 8, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SPHERE ENTERTAINMENT CO.
(Registrant)
By:		/s/ Mark C. Cresitello
Name:		Mark C. Cresitello
Title:		Secretary

Dated: October 8, 2024

Exhibit 99.1

 

SPHERE ENTERTAINMENT ANNOUNCES EVP, CFO AND TREASURER, DAVID BYRNES, WILL BE LEAVING THE COMPANY

NEW YORK, N.Y., October 8, 2024 – Sphere Entertainment Co. (NYSE: SPHR) (“Sphere Entertainment” or the “Company”) announced today that Mr. David F. Byrnes, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, will be leaving the Company. The Company will commence a search for a new Chief Financial Officer and Treasurer. Mr. Byrnes will continue in his current role for an interim period to facilitate a smooth transition.

Mr. Byrnes has served as Executive Vice President, Chief Financial Officer and Treasurer of the Company since December 2023. Prior to that, he served as Executive Vice President and Chief Financial Officer of Madison Square Garden Entertainment Corp. (“MSG Entertainment”) from January 2022 to December 2023. In these roles, Mr. Byrnes played a critical role in many strategic transactions, including the spin-off of MSG Entertainment from the Company in April 2023, the sale of the Company’s majority interest in Tao Group Hospitality in May 2023, and two secondary stock offerings in June 2023 and September 2023, whereby the Company sold its remaining shares in MSG Entertainment.

About Sphere Entertainment Co.

Sphere Entertainment Co. is a premier live entertainment and media company. The Company includes Sphere, a next-generation entertainment medium powered by cutting-edge technologies to redefine the future of entertainment. The first Sphere venue opened in Las Vegas in September 2023. In addition, the Company includes MSG Networks, which operates two regional sports and entertainment networks, MSG Network and MSG Sportsnet, as well as a direct-to-consumer and authenticated streaming product, MSG+, delivering a wide range of live sports content and other programming. More information is available at sphereentertainmentco.com.

Contacts:

Mikyl Cordova

Communications & Marketing

[phone]

Ari Danes, CFA

Investor Relations & Financial Communications

[phone]

Justin Blaber

Financial Communications

[phone]

Document and Entity Information	Oct. 07, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001795250
Document Type	8-K
Document Period End Date	Oct. 07, 2024
Entity Registrant Name	SPHERE ENTERTAINMENT CO.
Entity Incorporation State Country Code	DE
Entity File Number	001-39245
Entity Tax Identification Number	84-3755666
Entity Address, Address Line One	Two Pennsylvania Plaza
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10121
City Area Code	(725)
Local Phone Number	258-0001
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock
Trading Symbol	SPHR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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