TKO (TKO) CFO adds 2,696 Class A shares and repays $50K short-swing profit

Rhea-AI Filing Summary

TKO Group Holdings, Inc. Chief Financial Officer Andrew M. Schleimer purchased 2,696 shares of Class A common stock in open-market transactions on May 13, 2026, at a weighted average price of $185.44 per share. Following these purchases, he directly owned 30,240 Class A shares.

A footnote explains that this purchase was matchable under Section 16(b) against prior sales made on January 5, 2026 and January 22, 2026 under a Rule 10b5-1 sell-to-cover instruction for tax withholding, and that Schleimer paid the issuer $50,252.63, equal to the short-swing profit.

Insider Trade Summary

Net Buyer: 2,696 shares ($499,953)

Net Buy 2 txns

Insider Schleimer Andrew M

Role Chief Financial Officer

Bought 2,696 shs ($500K)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock	1,696	$184.99	$314K
Purchase	Class A Common Stock	1,000	$186.21	$186K

Holdings After Transaction: Class A Common Stock — 29,240 shares (Direct, null)

Footnotes (1)

1. The reporting person's purchase of Class A common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 2,696 shares at a weighted average price per share of $185.44, with the reporting person's sales of 5,739 shares of Class A common stock at a price per share of $204.08 on January 5, 2026 and of 11,978 shares of Class A common stock at a price per share of $201.98 on January 22, 2026, which prior sales were made under a Rule 10b5-1 sell-to-cover instruction letter to satisfy the tax withholding obligation upon the vesting of previously granted equity awards. The reporting person paid to the Issuer $50,252.63, representing the full amount of the profit realized in connection with the short-swing transaction. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $184.44 to $185.20 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $185.60 to $186.35 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Key Figures

Total shares purchased: 2,696 shares Weighted average purchase price: $185.44 per share Shares held after transaction: 30,240 shares +5 more

8 metrics

Total shares purchased 2,696 shares Open-market purchases of Class A common stock on May 13, 2026

Weighted average purchase price $185.44 per share Footnote describing 2,696-share purchase matched under Section 16(b)

Shares held after transaction 30,240 shares Direct Class A common stock ownership following May 13, 2026 trades

Short-swing profit repaid $50,252.63 Amount paid by reporting person to issuer under Section 16(b)

First block price $184.99 per share One of two reported open-market purchase prices on May 13, 2026

Second block price $186.21 per share One of two reported open-market purchase prices on May 13, 2026

Earlier sale 1 5,739 shares at $204.08 Rule 10b5-1 sell-to-cover on January 5, 2026 referenced in footnote

Earlier sale 2 11,978 shares at $201.98 Rule 10b5-1 sell-to-cover on January 22, 2026 referenced in footnote

Key Terms

Section 16(b), short-swing transaction, Rule 10b5-1, sell-to-cover instruction letter, +1 more

5 terms

Section 16(b) regulatory

"was matchable under Section 16(b) of the Securities Exchange Act of 1934"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

short-swing transaction regulatory

"profit realized in connection with the short-swing transaction"

Rule 10b5-1 regulatory

"prior sales were made under a Rule 10b5-1 sell-to-cover instruction letter"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

sell-to-cover instruction letter financial

"under a Rule 10b5-1 sell-to-cover instruction letter to satisfy the tax withholding obligation"

weighted average price financial

"The price reported in Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schleimer Andrew M

(Last) (First) (Middle)

C/O TKO GROUP HOLDINGS, INC.

200 FIFTH AVENUE, 7TH FLOOR

(Street)

NEW YORK NEW YORK 10010

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TKO Group Holdings, Inc. [ TKO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/13/2026		P(1)		1,696	A	$184.99(2)	29,240	D
Class A Common Stock	05/13/2026		P(1)		1,000	A	$186.21(3)	30,240	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person's purchase of Class A common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 2,696 shares at a weighted average price per share of $185.44, with the reporting person's sales of 5,739 shares of Class A common stock at a price per share of $204.08 on January 5, 2026 and of 11,978 shares of Class A common stock at a price per share of $201.98 on January 22, 2026, which prior sales were made under a Rule 10b5-1 sell-to-cover instruction letter to satisfy the tax withholding obligation upon the vesting of previously granted equity awards. The reporting person paid to the Issuer $50,252.63, representing the full amount of the profit realized in connection with the short-swing transaction.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $184.44 to $185.20 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $185.60 to $186.35 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

	/s/ Robert Hilton, Attorney-in-fact	05/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did TKO (TKO) disclose for Andrew M. Schleimer?

TKO disclosed that CFO Andrew M. Schleimer bought 2,696 shares of Class A common stock in open-market transactions on May 13, 2026. These purchases increased his direct holdings to 30,240 shares, signaling additional personal exposure to TKO equity.

At what prices did the TKO (TKO) CFO purchase Class A shares?

Schleimer’s reported purchases occurred at weighted average prices around $185 per share. One block was reported at $184.99 and another at $186.21, with detailed ranges from $184.44 to $186.35 available upon request from the issuer or the SEC staff.

How many TKO (TKO) shares does the CFO hold after these trades?

After the reported May 13, 2026 purchases, CFO Andrew M. Schleimer directly holds 30,240 shares of TKO Class A common stock. This figure reflects his position immediately following the open-market transactions disclosed in the Form 4 filing.

What is the Section 16(b) short-swing profit amount mentioned for TKO (TKO) CFO?

The filing states that Schleimer paid TKO Group Holdings $50,252.63, representing the full short-swing profit under Section 16(b). This amount related to matching the May 13, 2026 purchase with earlier sales of Class A shares in January 2026.

Were prior TKO (TKO) share sales by the CFO part of a trading plan?

Yes. The filing notes prior sales on January 5 and January 22, 2026 were executed under a Rule 10b5-1 sell-to-cover instruction letter. Those sales were made to satisfy tax withholding obligations upon the vesting of previously granted equity awards.

How many TKO (TKO) shares were involved in the earlier sales referenced?

The footnote describes prior sales of 5,739 shares at $204.08 per share on January 5, 2026 and 11,978 shares at $201.98 per share on January 22, 2026. These transactions were used to determine the Section 16(b) short-swing profit amount.