TKO (TKO) awards 73,969 RSUs to President and COO as retention incentive

Rhea-AI Filing Summary

Tatements show that Mark S. Shapiro, identified as a director and the company's President and Chief Operating Officer, was granted 73,969 restricted stock units (RSUs) by TKO Group Holdings. Each RSU represents the contingent right to receive one share of Class A common stock and the award was recorded as an acquisition; following the grant he beneficially owns 73,969 shares on a direct basis. The RSUs carry no purchase price and are scheduled to vest in two equal annual installments beginning one year after the grant, providing deferred equity compensation tied to continued service. The grant is described as recognition by the Compensation Committee for the reporting person’s role in connection with the issuer’s strong performance.

Positive

• Grant of 73,969 RSUs provides equity-based alignment between the President/COO and shareholders
• RSUs vest in two equal annual installments, creating a retention mechanism tied to continued service
• Award described as recognition by the Compensation Committee for the executive’s role in the issuer’s strong performance

Negative

• None.

Insights

Securities Analyst

TL;DR: A non-cash RSU award to a senior executive signals retention incentive tied to company performance, with modest near-term dilution.

The grant of 73,969 RSUs to the President and COO is a standard executive compensation tool to align management incentives with shareholder outcomes and to retain key leadership. Because each RSU converts to one share, the award represents potential dilution when vested shares are issued, but the filing does not state outstanding share count so materiality cannot be quantified. The vesting in two equal annual installments creates continued service requirements, supporting retention and performance alignment. The award was explicitly credited to the executive for contributions to the company’s performance according to the Compensation Committee.

Corporate Governance Expert

TL;DR: Compensation committee-awarded RSUs reflect routine governance practices to reward performance and retain executives.

The disclosure documents a discretionary equity award approved by the Compensation Committee for an officer who is also a director. The structure—time-based vesting over two years—matches common governance practice for balancing immediate reward with service retention. The filing does not include vesting acceleration provisions, performance metrics, or the company’s broader equity plan details, so evaluation of alignment with shareholder interests is limited by available information.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SHAPIRO MARK S

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	73,969	$0.00	--

Holdings After Transaction: Restricted Stock Units — 73,969 shares (Direct)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer. Represents an award of RSUs granted by the Issuer's Compensation Committee in recognition of the Reporting Person's role in connection with the Issuer's exceptional performance across its businesses. The RSUs will vest in two equal annual installments beginning on August 17, 2026.

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^*

SHAPIRO MARK S

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2025

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

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 Units	(1)	08/17/2025		A		73,969(2)		(3)	(3)	Class A Common Stock	73,969	$0	73,969	D

Explanation of Responses:

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

2. Represents an award of RSUs granted by the Issuer's Compensation Committee in recognition of the Reporting Person's role in connection with the Issuer's exceptional performance across its businesses.

3. The RSUs will vest in two equal annual installments beginning on August 17, 2026.

Remarks:

President and Chief Operating Officer.

	/s/ Robert Hilton, Attorney-in-fact	08/19/2025
	** 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

What did Mark S. Shapiro receive according to the Form 4 for TKO?

The Form 4 reports an acquisition of 73,969 restricted stock units (RSUs), each convertible into one share of Class A common stock.

How will the 73,969 RSUs vest for TKO insider filings?

The RSUs are scheduled to vest in two equal annual installments beginning one year after the grant.

Does the Form 4 show a purchase price for the awarded RSUs?

No; the RSUs were granted at a $0 purchase price and represent contingent rights to receive shares.

What role does the reporting person hold at TKO?

The filing identifies Mark S. Shapiro as a Director and as the company’s President and Chief Operating Officer.

Was the RSU award tied to performance according to the filing?

The filing states the award was given in recognition of the reporting person’s role in connection with the issuer’s exceptional performance, as described by the Compensation Committee.