--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-084492" form_type: "8-K" ticker: "SPHR" cik: "0001795250" company_name: "Sphere Entertainment Co." filed_at: "2023-03-30T23:59:59+00:00" generated_at: "2026-06-17T09:33:23.685767+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # MSGE to spin off 67% of MSGE Spinco, rename to Sphere Entertainment Co. ## Summary - Distribution of ~67% of MSGE Spinco common stock to MSGE stockholders; record date April 14, 2023, distribution date April 20, 2023. - MSGE will rename to Sphere Entertainment Co. and trade as SPHR; spinco will retain MSGE name and trade as MSGE on NYSE. - Executive changes: CFO David Byrnes, GC Jamal Haughton, Treasurer D'Ambrosio, CAO Zeppetella depart; Gautam Ranji named CFO and Treasurer. - Board changes: Martin Bandier and Frederic Salerno resign; Carl Vogel appointed as Class A director; board size reduced to 16. - James Dolan remains Executive Chairman and CEO of both MSGE (post-spin) and MSGE Spinco. ## SEC filing metadata - accession: 0001193125-23-084492 - form_type: 8-K - ticker: SPHR - cik: 0001795250 - company_name: Sphere Entertainment Co. - filed_at: 2023-03-30T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 5.02, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1795250/000119312523084492/0001193125-23-084492-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1795250/000119312523084492/d459556d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-084492 - JSON: https://secwatch.observer/filing/0001193125-23-084492.json - Plain text: https://secwatch.observer/filing/0001193125-23-084492.txt ## Key facts - Executive change Carl E. Vogel was appointed as Director at Sphere Entertainment Co.. - Action: appointed - Role: Director source text: The following individual has been appointed, effective as of the Distribution date, to the Board of Directors of the Registrant as a director elected by holders of Registrant Class A Common Stock to fill one of the two vacancies created by the resignation of the director elected by holders of Registrant Class A Common Stock: • Carl E. Vogel, age 65. evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523084492/0001193125-23-084492-index.htm - Executive change Gautam Ranji was appointed as Executive Vice President, Chief Financial Officer, and Treasurer at Sphere Entertainment Co.. - Action: appointed - Role: Executive Vice President, Chief Financial Officer, and Treasurer source text: In addition, effective on the Distribution date, Gautam Ranji will serve as the Executive Vice President, Chief Financial Officer, and Treasurer of the Registrant. evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523084492/0001193125-23-084492-index.htm - Executive change Frederic V. Salerno resigned as Director at Sphere Entertainment Co.. - Action: resigned - Role: Director source text: On March 29, 2023, Messrs. Martin Bandier and Frederic V. Salerno tendered their resignations as directors of the Registrant effective as of the Distribution date. evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523084492/0001193125-23-084492-index.htm - Executive change Martin Bandier resigned as Director at Sphere Entertainment Co.. - Action: resigned - Role: Director source text: On March 29, 2023, Messrs. Martin Bandier and Frederic V. Salerno tendered their resignations as directors of the Registrant effective as of the Distribution date. evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523084492/0001193125-23-084492-index.htm - Executive change David F. Byrnes departed as Executive Vice President and Chief Financial Officer at Sphere Entertainment Co.. - Action: cease to serve - Role: Executive Vice President and Chief Financial Officer source text: Effective on the Distribution date, the following executive officers of the Registrant will, in connection with their becoming executive officers of MSGE Spinco, cease to serve as executive officers of the Registrant: • David F. Byrnes (Executive Vice President and Chief Financial Officer), evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523084492/0001193125-23-084492-index.htm - Material Agreements Sphere Entertainment Co. entered into Contribution Agreement with MSGE Spinco and MSG Entertainment Group, LLC valued at Entry into a Material Definitive Agreement (effective 2023-03-29). - Action: entry - Counterparty: MSGE Spinco and MSG Entertainment Group, LLC - Value: Entry into a Material Definitive Agreement - Effective: 2023-03-29 source text: On March 29, 2023, the Registrant, MSGE Spinco and MSG Entertainment Group, LLC (to be renamed Sphere Entertainment Group, LLC), a direct wholly-owned subsidiary of the Registrant, entered into a Contribution Agreement pursuant to which the Registrant will contribute the Contributed Assets to MSGE Spinco prior to the Distribution (such transaction, the “Contribution”). evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523084492/0001193125-23-084492-index.htm - Material Agreements Sphere Entertainment Co. entered into Distribution Agreement with MSGE Spinco valued at Entry into a Material Definitive Agreement (effective 2023-03-29). - Action: entry - Agreement: supply - Counterparty: MSGE Spinco - Value: Entry into a Material Definitive Agreement - Effective: 2023-03-29 source text: On March 29, 2023, the Registrant entered into the Distribution Agreement with MSGE Spinco as part of a series of transactions pursuant to which MSGE Spinco will receive prior to the Distribution the subsidiaries, businesses and other assets described in the Form 10 that formerly comprised of the Registrant’s live entertainment and booking businesses (the “Contributed Assets”). evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523084492/0001193125-23-084492-index.htm - Material Agreements Sphere Entertainment Co. entered into Transition Services Agreement with MSGE Spinco valued at Entry into a Material Definitive Agreement (effective 2023-03-29). - Action: entry - Counterparty: MSGE Spinco - Value: Entry into a Material Definitive Agreement - Effective: 2023-03-29 source text: On March 29, 2023, the Registrant and MSGE Spinco entered into a Transition Services Agreement under which, in exchange for the fees specified in such agreement, MSGE Spinco has agreed to provide certain corporate and other services to the Registrant, including with respect to such areas as information technology, accounts payable, payroll, tax, certain legal functions, human resources, insurance and risk management, government affairs, investor relations, corporate communications, benefit plan administration and reporting, and internal audit functions as well as certain marketing functions. evidence_url: https://www.sec.gov/Archives/edgar/data/1795250/000119312523084492/0001193125-23-084492-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.