TKO insider files Rule 144 notice for 28,557 shares via Morgan Stanley

Rhea-AI Filing Summary

TKO Group Holdings, Inc. notice of proposed sale reports an intended sale of 28,557 common shares through Morgan Stanley Smith Barney on the NYSE, with an aggregate market value of $5,293,039.95 and approximately 82,136,886 shares outstanding. The shares to be sold were acquired as restricted stock units on 07/20/2023 and the filer indicates payment and acquisition details showing these units vested or were delivered on that date. The filing also discloses recent sales in the past three months totaling 64,206 shares via 10b5-1 and direct sales, producing listed gross proceeds.

Insights

Securities Analyst

TL;DR: Officer director filing shows planned sale of vested RSUs and multiple recent 10b5-1 trades, not a large percentage of outstanding shares.

The filing documents an intended open-market sale of 28,557 common shares executed through Morgan Stanley Smith Barney with an indicated market value of $5.29 million. Acquisition records show these shares originated as restricted stock units granted and acquired on 07/20/2023, indicating they were not recently purchased in the market. The filing also lists three prior sales in the past three months totaling 64,206 shares under some 10b5-1 arrangements and direct sales, with gross proceeds disclosed. Given the issuer's ~82.1 million shares outstanding, the sizes reported are immaterial from a dilution perspective but are relevant disclosure for insider trading transparency.

Corporate Governance Expert

TL;DR: Disclosure follows Rule 144 and 10b5-1 transparency norms; transactions appear procedural rather than signaling major corporate change.

The form provides required seller representations and notes reliance on Rule 10b5-1 for planned sales where applicable. The securities being sold were originally issued as restricted stock units by the issuer, and the filer affirms no undisclosed material adverse information. The filing contains standard attestations about trading plans and criminal penalties for misstatement, aligning with governance and compliance expectations. There is no indication in this notice of governance actions, regulatory events, or material corporate developments.

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	28557	5293039.95	82136886	09/03/2025	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	07/20/2023	Restricted Stock Units	Issuer			28557	07/20/2023	N/A

* 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
10b5-1 Sales for NICHOLAS KHAN 200 Fifth Ave, 7th floor NEW YORK NY 10010	Common	07/22/2025	9519	1593120.78
NICHOLAS KHAN 200 Fifth Ave, 7th floor NEW YORK NY 10010	Common	07/21/2025	45168	7715597.76
10b5-1 Sales for NICHOLAS KHAN 200 Fifth Ave, 7th floor NEW YORK NY 10010	Common	07/03/2025	9519	1684483.19

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

What does TKO's Form 144 filing report?

The filing reports a proposed sale of 28,557 common shares on the NYSE through Morgan Stanley Smith Barney with an aggregate market value of $5,293,039.95.

Were the shares being sold acquired or purchased by the filer?

Yes. The shares were acquired as restricted stock units on 07/20/2023, with the same acquisition date listed for the 28,557 units.

Has the filer sold any TKO shares recently?

Yes. The filing lists three sales in the past three months totaling 64,206 shares on 07/22/2025, 07/21/2025, and 07/03/2025, with gross proceeds disclosed for each sale.

Through which broker will the proposed sale be executed?

The proposed sale is to be executed through Morgan Stanley Smith Barney LLC, Executive Financial Services, located at 1 New York Plaza, New York, NY.

How large are these sales relative to TKO's outstanding shares?

The issuer reports approximately 82,136,886 shares outstanding; the proposed 28,557-share sale and the recent 64,206-share sales represent a very small fraction of outstanding shares.