TKO Group (NYSE: TKO) replaces prior 10b5-1 buyback plan after $800M ASR

Rhea-AI Filing Summary

TKO Group Holdings, Inc. has replaced its existing share repurchase trading plan with a new Rule 10b5-1 plan. The company previously entered into an $800.0 million accelerated share repurchase agreement and a separate Rule 10b5-1 plan for up to $200.0 million of Class A common stock.

The new 10b5-1 plan, entered on May 11, 2026, supersedes the prior plan and authorizes repurchases to begin on May 14, 2026, with all other terms remaining identical. The filing also includes standard forward-looking statement cautions about the timing and manner of repurchases.

Insights

Equity Capital Allocation Analyst

TKO retools mechanics of its buyback plan without changing size.

TKO Group Holdings reiterates its sizable capital return program, pairing an $800.0 million accelerated share repurchase with a Rule 10b5-1 plan for up to $200.0 million in additional Class A share repurchases.

The new 10b5-1 plan, adopted on May 11, 2026, simply supersedes the prior plan while keeping its terms identical and setting a new start date of May 14, 2026. This points to administrative or timing adjustments rather than a strategic shift.

The filing emphasizes forward-looking statement risk language, noting that actual repurchase timing and amounts will depend on factors referenced in TKO’s Form 10-K risk factors. Overall, this appears to be a routine implementation step for an already announced buyback.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Accelerated share repurchase size: $800.0 million 10b5-1 plan authorization: $200.0 million New 10b5-1 plan adoption date: May 11, 2026 +1 more

4 metrics

Accelerated share repurchase size $800.0 million ASR for Class A common stock entered March 10, 2026

10b5-1 plan authorization $200.0 million Repurchase capacity for Class A common stock under Rule 10b5-1 plan

New 10b5-1 plan adoption date May 11, 2026 Date TKO entered the new Rule 10b5-1 trading plan

Repurchase start date May 14, 2026 Date repurchases under new 10b5-1 plan are authorized to commence

Key Terms

accelerated share repurchase agreement, Rule 10b5-1 trading plan, forward-looking statements, Private Securities Litigation Reform Act of 1995, +1 more

5 terms

accelerated share repurchase agreement financial

"entered into an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase $800.0 million"

An accelerated share repurchase agreement is a deal where a company quickly buys back its own shares by paying a financial institution up front, while the institution delivers shares it borrows and settles the exact quantity later based on market prices. For investors this matters because it immediately reduces the number of shares outstanding and can boost per-share earnings, change cash and leverage levels, and signal management’s view on the stock’s value.

Rule 10b5-1 trading plan regulatory

"the Company entered into a Rule 10b5-1 trading plan (the “Prior 10b5-1 Plan”)"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

safe harbor provisions regulatory

"covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act"

Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.

Understanding 8-K Material Events →

false 0001973266 0001973266 2026-05-11 2026-05-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 11, 2026

TKO GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41797		92-3569035
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 Fifth Avenue, 7th Floor
New York, New York		10010
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 646-558-8333

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:

☐ 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, par value $0.00001 per share		TKO		The 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. ☐

Item 8.01 Other Events.

As previously reported, on March 10, 2026, TKO Group Holdings, Inc. (the “Company”) entered into an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase $800.0 million of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), and, on the same date, the Company entered into a Rule 10b5-1 trading plan (the “Prior 10b5-1 Plan”) for the repurchase of up to $200.0 million shares of Class A Common Stock, which repurchases were to commence once transactions under the ASR Agreement were completed.

On May 11, 2026, the Company entered into a Rule 10b5-1 trading plan (the “10b5-1 Plan”) to supersede, amend and replace the Prior 10b5-1 Plan and authorizing repurchases thereunder to commence on May 14, 2026. The terms of the 10b5-1 Plan are otherwise identical to those of the Prior 10b5-1 Plan.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. TKO intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company’s share repurchase program and the timing and manner of purchases contemplated thereunder. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “contemplates,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. Any such forward-looking statement represents management’s expectations as of the date of this filing. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including but not limited to the important factors discussed in Part I, Item 1A “Risk Factors” in TKO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as any such factors may be updated from time to time in TKO’s other filings with the Securities and Exchange Commission, which are accessible on the SEC’s website at www.sec.gov and TKO’s Investor Relations site at investor.tkogrp.com. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, TKO undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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.

						TKO GROUP HOLDINGS, INC.
Date: May 12, 2026				By:		/s/ Andrew Schleimer
				Name: Title:		Andrew Schleimer Chief Financial Officer

FAQ

What share repurchase actions did TKO Group Holdings (TKO) describe in this filing?

TKO described two components of its buyback program. It entered an accelerated share repurchase agreement for $800.0 million of Class A stock and established a separate Rule 10b5-1 trading plan for repurchases of up to $200.0 million of Class A common shares.

What change did TKO make to its Rule 10b5-1 share repurchase plan?

TKO adopted a new Rule 10b5-1 trading plan. The plan, entered on May 11, 2026, supersedes, amends, and replaces a prior 10b5-1 plan while keeping all terms identical, but updates the start date for authorized repurchases to May 14, 2026.

How large is TKO Group Holdings’ Rule 10b5-1 repurchase authorization?

The Rule 10b5-1 trading plan covers up to $200.0 million. Under this plan, TKO may repurchase up to $200.0 million of its Class A common stock, in addition to the separate $800.0 million accelerated share repurchase agreement described in the filing.

When will TKO’s new Rule 10b5-1 share repurchases begin?

Repurchases under the new 10b5-1 plan are scheduled to start May 14, 2026. TKO states that the plan was entered on May 11, 2026 and authorizes repurchases of Class A common stock to commence on May 14, 2026, subject to market and other conditions.

What risks does TKO highlight regarding its share repurchase program?

TKO flags typical forward-looking statement risks. It notes that timing and manner of repurchases may differ from expectations due to risks and uncertainties described in its Form 10-K risk factors and other SEC filings, and it disclaims any obligation to update forward-looking statements.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB