{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-291667","form_type":"8-K","ticker":"SPHR","cik":"0001795250","company_name":"Sphere Entertainment Co.","filed_at":"2023-12-08T23:59:59+00:00","discovered_at":"2026-05-14T18:03:30.489783+00:00","generated_at":"2026-06-07T15:41:30.332752+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Sphere Entertainment closes $258.75M convertible notes offering due 2028; conversion price ~$35.51","bullets":["Issued $258.75M aggregate principal of 3.50% convertible senior notes due Dec 1, 2028; interest payable semi-annually.","Conversion rate 28.1591 shares per $1,000 principal; initial conversion price approximately $35.51 per share.","Net proceeds of ~$14.3M used for capped call transactions to reduce dilution; remainder for general corporate and Sphere growth initiatives.","Capped call transactions cap dilution at ~$42.62/share (50% premium over $28.41 closing on Dec 5, 2023).","Notes not redeemable before Dec 6, 2026; thereafter redeemable if stock price ≥130% of conversion price for 20 trading days."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-291667","json":"https://secwatch.observer/filing/0001193125-23-291667.json","markdown":"https://secwatch.observer/filing/0001193125-23-291667.md","text":"https://secwatch.observer/filing/0001193125-23-291667.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1795250/000119312523291667/0001193125-23-291667-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1795250/000119312523291667/d636371d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T15:41:30.332752+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1282542bbf39289f10a0d9cd1e3b0e6085dd56d9","claim":"Sphere Entertainment Co. incurred convertible notes of $258.75 million aggregate principal amount with U.S. Bank Trust Company, National Association at 3.50% per year maturing December 1, 2028.","evidence_excerpt":"Item 1.01 Entry into a Material Definitive Agreement. On December 8, 2023, Sphere Entertainment Co. (the “Company”) completed a private unregistered offering (the “Offering”) of $258.75 million aggregate principal amount of its 3.50% convertible senior notes due 2028 (the “Notes”), which amount includes the full exercise of the initial purchasers’ option to purchase","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795250/000119312523291667/0001193125-23-291667-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$258.75 million aggregate principal amount"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Rate","value":"3.50% per year"},{"label":"Maturity","value":"December 1, 2028"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"03938302c6455d2d27ede37e51d4ac1580b8bd85","claim":"Sphere Entertainment Co. entered into Capped Call Option Transactions with certain of the initial purchasers of the Notes or their respective affiliates and other financial institutions valued at Capped call transactions with a cap price initially equal to approximately $42.62 per share (effective 2023-12-05).","evidence_excerpt":"On December 5, 2023, in connection with the pricing of the Notes, and on December 6, 2023, in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes, the Company entered into capped call transactions with certain of the initial purchasers of the Notes or their respective affiliates and other financial institutions, pursuant to capped call confirmations in substantially the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795250/000119312523291667/0001193125-23-291667-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"certain of the initial purchasers of the Notes or their respective affiliates and other financial institutions"},{"label":"Value","value":"Capped call transactions with a cap price initially equal to approximately $42.62 per share"},{"label":"Effective","value":"2023-12-05"}],"fact_type":"material_agreement"},{"claim_id":"3f14572992853159596544b1e892d4dadb3962da","claim":"Sphere Entertainment Co. entered into Indenture for 3.50% Convertible Senior Notes due 2028 with U.S. Bank Trust Company, National Association valued at $258,750,000 aggregate principal amount of 3.50% convertible senior notes due 2028 (effective 2023-12-08).","evidence_excerpt":"Item 1.01 Entry into a Material Definitive Agreement. On December 8, 2023, Sphere Entertainment Co. (the “Company”) completed a private unregistered offering (the “Offering”) of $258.75 million aggregate principal amount of its 3.50% convertible senior notes due 2028 (the “Notes”), which amount includes the full exercise of the initial purchasers’ option to purchase additional Notes.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795250/000119312523291667/0001193125-23-291667-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Value","value":"$258,750,000 aggregate principal amount of 3.50% convertible senior notes due 2028"},{"label":"Effective","value":"2023-12-08"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}