[144] TKO Group Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

TKO Group Holdings (TKO) filed a Form 144 indicating that President Nicholas Khan plans to sell up to 81,173 common shares through Morgan Stanley on or about 07/21/2025. At the most recent reference price, the transaction is valued at $13.86 million. The intended sale represents roughly 0.10 % of the 81.7 million shares outstanding.

The shares derive from restricted-stock units that vested 07/02/2025 under a company equity plan and are being sold for “services rendered.” Khan has already executed two open-market sales during the past three months—9,519 shares on 06/02/2025 for $1.51 million and 9,519 shares on 07/03/2025 for $1.68 million. Including the proposed sale, his cumulative disclosed disposals over the period could reach 100,211 shares, or about $17.0 million in gross proceeds.

No additional financial results, guidance, or transaction details are provided. A Form 144 is a notice of intent; the transaction may or may not be completed.

Positive

• None.

Negative

• Large insider sale: Proposed disposal of 81,173 shares valued at $13.9 m, plus 19,038 shares already sold, may pressure sentiment.
• Continued selling trend: Three separate Form 144-related transactions within three months suggest persistent insider distribution.

Insights

Securities Analyst

TL;DR: Senior insider plans $13.9 m share sale, adding to $3.2 m recently sold; signals potential profit-taking.

The filing shows Nicholas Khan intends to liquidate 81,173 shares, adding to two prior 9,519-share sales. While Form 144s do not guarantee execution, cumulative planned and completed disposals of ~100 k shares (~$17 m) are large enough to be noticed by investors and could create short-term supply pressure. The sale follows restricted-stock vesting, suggesting routine diversification, yet the magnitude and frequency warrant monitoring for sentiment implications. No operational data accompany the notice; therefore, fundamental impact is indirect, but insider disposition often correlates with modestly negative price reactions.

Corporate Governance Expert

TL;DR: High-ranking executive cashing out post-merger equity; governance risk low, perception risk elevated.

Form 144 compliance appears in order—shares stem from a registered plan and Rule 144 volume limits are respected. However, the timing—less than a year after the TKO formation—may raise optics questions among shareholders looking for long-term alignment. Because the filing declares the executive possesses no undisclosed adverse information, there is no red-flag under Rule 10b5-1. Still, concentrated insider selling can erode investor confidence if not balanced by buybacks or other signals of management commitment.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	81173	13863536.67	81747465	07/21/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/02/2025	Restricted stock vesting under a registered plan	Issuer			81173	07/20/2025	Services Rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
NICHOLAS KHAN 200 Fifth Ave 7th Floor New York NY 10010	Common	07/03/2025	9519	1684286.31
NICHOLAS KHAN 200 Fifth Ave 7th Floor New York NY 10010	Common	06/02/2025	9519	1508169.58

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many TKO shares does Nicholas Khan plan to sell under this Form 144?

He intends to sell 81,173 common shares.

What is the estimated dollar value of the planned TKO share sale?

The gross value is approximately $13.86 million based on the figures in the filing.

When is the planned sale date for Nicholas Khan’s TKO shares?

The approximate sale date disclosed is 07/21/2025.

How many TKO shares has Nicholas Khan already sold in the past three months?

He sold 9,519 shares on 07/03/2025 and 9,519 shares on 06/02/2025, totaling 19,038 shares.

Does the Form 144 guarantee that the insider will sell the declared shares?

No. A Form 144 is only a notice of intent; the sale may or may not be executed.