TKO Group (NYSE: TKO) officer sells 14,016 shares after RSU vesting

Rhea-AI Filing Summary

TKO Group Holdings officer Seth D. Krauss reported RSU vesting and share sales in company stock. On January 20, 2026, 4,709 and 9,307 restricted stock units converted into the same number of Class A common shares at an exercise price of $0, reflecting previously granted equity awards.

On January 21, 2026, Krauss sold a total of 14,016 Class A shares in multiple open-market transactions at weighted average prices ranging from about $197.47 to $204.61 per share. The filing states that these sales were made under a Rule 10b5-1 trading plan adopted on September 16, 2025 and include sales to satisfy tax withholding obligations tied to vesting. After the reported transactions, Krauss directly owned 2,271 Class A shares.

Insights

Insider transactions analyst

Planned insider sales tied to RSU vesting; routine in nature.

The filing shows Seth D. Krauss, a senior officer of TKO Group Holdings, converting restricted stock units into Class A shares and then selling 14,016 shares on January 21, 2026. Sale prices span weighted averages around $198–$204 per share. These transactions follow RSU conversions on January 20, 2026 at an exercise price of $0, consistent with equity-based compensation.

The footnotes state that the sales were effected under a Rule 10b5-1 trading plan adopted on September 16, 2025, and include amounts used to satisfy tax withholding obligations from prior equity awards. That language frames the activity as pre-arranged and partly tax-related, rather than discretionary timing based on short-term developments. After these trades, Krauss directly holds 2,271 shares of Class A stock.

Given the planned nature and linkage to compensation vesting, this activity is typically viewed as administrative rather than a signal about the company’s operating performance. Future company filings may provide additional context on overall equity compensation and insider ownership trends.

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).

X

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^*

KRAUSS SETH D

(Last) (First) (Middle)

C/O TKO GROUP HOLDINGS, INC.

200 FIFTH AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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

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

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

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	01/20/2026		M		4,709	A	$0	6,980	D
Class A Common Stock	01/20/2026		M		9,307	A	$0	16,287	D
Class A Common Stock	01/21/2026		S		1,300(1)	D	$197.74(2)	14,987	D
Class A Common Stock	01/21/2026		S		1,300(1)	D	$198.79(3)	13,687	D
Class A Common Stock	01/21/2026		S		1,325(1)	D	$200.13(4)	12,362	D
Class A Common Stock	01/21/2026		S		1,375(1)	D	$201.02(5)	10,987	D
Class A Common Stock	01/21/2026		S		500(1)	D	$202.27(6)	10,487	D
Class A Common Stock	01/21/2026		S		1,900(1)	D	$203.35(7)	8,587	D
Class A Common Stock	01/21/2026		S		1,607(1)	D	$204.39(8)	6,980	D
Class A Common Stock	01/21/2026		S		1,000(1)	D	$197.83(9)	5,980	D
Class A Common Stock	01/21/2026		S		500(1)	D	$199.05(10)	5,480	D
Class A Common Stock	01/21/2026		S		800(1)	D	$200.38(11)	4,680	D
Class A Common Stock	01/21/2026		S		500(1)	D	$201.29(12)	4,180	D
Class A Common Stock	01/21/2026		S		600(1)	D	$202.94(13)	3,580	D
Class A Common Stock	01/21/2026		S		1,309(1)	D	$204.11(14)	2,271	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
Restricted Stock Unit	(15)	01/20/2026		M			4,709	(16)	(16)	Class A Common Stock	4,709	$0	4,709	D
Restricted Stock Unit	(15)	01/20/2026		M			9,307	(17)	(17)	Class A Common Stock	9,307	$0	18,615	D

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025, including to satisfy the Reporting Person's tax withholding obligation upon the vesting of previously granted equity awards.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.47 to $198.36 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 sold 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 sold in multiple transactions at prices ranging from $198.47 to $199.44 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 sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.58 to $200.57 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 sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.58 to $201.44 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 sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.82 to $202.61 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 sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.88 to $203.87 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 sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.03 to $204.61 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 sold at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.50 to $198.35 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 sold at each separate price within the range set forth in this footnote.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.64 to $199.49 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 sold at each separate price within the range set forth in this footnote.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.82 to $200.63 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 sold at each separate price within the range set forth in this footnote.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.89 to $201.40 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 sold at each separate price within the range set forth in this footnote.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.36 to $203.35 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 sold at each separate price within the range set forth in this footnote.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.58 to $204.57 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 sold at each separate price within the range set forth in this footnote.

15. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.

16. On February 21, 2024, the Reporting Person was granted 14,127 RSUs, vesting in three equal annual installments beginning on January 20, 2025.

17. On January 16, 2025, the Reporting Person was granted 27,922 RSUs, vesting in three equal annual installments beginning on January 20, 2026.

Remarks:

Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management

	/s/ Robert Hilton, Attorney-in-fact	01/22/2026
	** 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.

FAQ

Who is the insider in this TKO (TKO) Form 4 filing and what is their role?

The reporting person is Seth D. Krauss, who serves as Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management of TKO Group Holdings, Inc..

How many TKO (TKO) shares did Seth D. Krauss sell in this Form 4?

On January 21, 2026, Seth D. Krauss sold a total of 14,016 shares of TKO Group Holdings Class A common stock in multiple transactions at various weighted average prices around $198–$204 per share.

Were the TKO (TKO) insider stock sales by Seth D. Krauss part of a 10b5-1 plan?

Yes. The filing states that the sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Seth D. Krauss on September 16, 2025, including sales to satisfy tax withholding obligations on vested equity awards.

What RSUs vested for Seth D. Krauss in this TKO (TKO) Form 4?

On January 20, 2026, 4,709 and 9,307 restricted stock units vested and converted into the same number of TKO Class A common shares at an exercise price of $0 per share, reflecting previously granted RSU awards.

How many TKO (TKO) shares does Seth D. Krauss own after these transactions?

After the reported RSU conversions and share sales, Seth D. Krauss directly beneficially owned 2,271 shares of TKO Group Holdings Class A common stock.

What do the weighted average prices mean in the TKO (TKO) insider transactions?

For each sale line, the price shown is a weighted average price. The footnotes explain that shares were sold in multiple trades within specified price ranges, and detailed per-trade data is available on request from the issuer, any security holder, or SEC staff.