Were Nick Khan’s TKO share sales under a Rule 10b5-1 plan?

Yes. The Form 4 footnotes state the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on March 7, 2025. Such plans pre-schedule trades, making the timing more routine and less reflective of short-term market views.

Nick Khan (TKO) sells 9,518 shares under Rule 10b5-1 plan

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

TKO Group Holdings director Nick Khan sold shares in a planned transaction. On May 4, 2026, he executed open-market sales totaling 9,518 shares of Class A Common Stock under a Rule 10b5-1 trading plan adopted on March 7, 2025. The sales were completed at weighted average prices, with individual trades occurring between $184.83 and $187.08 per share. After these transactions, Khan directly held about 91,100.418 TKO shares, indicating he retained a substantial equity position in the company.

Insider Trade Summary 10b5-1

Net Seller: 9,518 shares ($1,770,287)

Net Sell 3 txns

Insider Khan Nick

Role null

Sold 9,518 shs ($1.77M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	3,414	$185.49	$633K
Sale	Class A Common Stock	5,710	$186.23	$1.06M
Sale	Class A Common Stock	394	$186.93	$74K

Holdings After Transaction: Class A Common Stock — 97,204.418 shares (Direct, null)

Footnotes (1)

The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.83 to $185.81 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.85 to $186.74 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.85 to $187.08 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.

Key Figures

Shares sold: 9,518 shares Post-transaction holdings: 91,100.418 shares Weighted avg price (first block): $185.49 per share +3 more

6 metrics

Shares sold 9,518 shares Total Class A shares sold on May 4, 2026

Post-transaction holdings 91,100.418 shares Class A shares held directly after sales

Weighted avg price (first block) $185.49 per share One transaction’s reported weighted average sale price

Weighted avg price (second block) $186.23 per share One transaction’s reported weighted average sale price

Weighted avg price (third block) $186.93 per share One transaction’s reported weighted average sale price

Trade price range $184.83–$187.08 per share Full range of prices across reported sales

Key Terms

Rule 10b5-1 trading plan, weighted average price, open-market sale, Class A Common Stock

4 terms

Rule 10b5-1 trading plan regulatory

"The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025."

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.

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Class A Common Stock financial

"security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

05/06/2026 - 08:00 PM

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^*

Khan Nick

(Last)

(First)

(Middle)

C/O TKO GROUP HOLDINGS, INC.

200 FIFTH AVENUE, 7TH FLOOR

(Street)

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/04/2026		S		3,414⁽¹⁾	D	$185.49⁽²⁾	97,204.418	D
Class A Common Stock	05/04/2026		S		5,710⁽¹⁾	D	$186.23⁽³⁾	91,494.418	D
Class A Common Stock	05/04/2026		S		394⁽¹⁾	D	$186.93⁽⁴⁾	91,100.418	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.83 to $185.81 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 $185.85 to $186.74 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 $186.85 to $187.08 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.

	/s/ Robert Hilton, Attorney-in-fact	05/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Nick Khan do in this Form 4 filing for TKO?

Nick Khan reported open-market sales of TKO Group Holdings Class A Common Stock. On May 4, 2026, he sold 9,518 shares under a pre-arranged Rule 10b5-1 trading plan, while continuing to hold a significant remaining share position.

How many TKO shares did Nick Khan sell and at what prices?

Nick Khan sold 9,518 TKO Class A shares in multiple open-market transactions. The weighted average prices reported were based on trades within price ranges from $184.83 to $187.08 per share, reflecting several individual executions across that band.

How many TKO shares does Nick Khan hold after these transactions?

Following the reported sales, Nick Khan directly held 91,100.418 shares of TKO Class A Common Stock. This post-transaction figure from the Form 4 shows his continuing equity stake after disposing of 9,518 shares in the open market.

What does the weighted average price disclosure mean for TKO trades?

The filing reports weighted average prices because shares were sold in multiple trades. For each transaction line, the footnotes note price ranges, such as $184.83 to $185.81, and confirm detailed per-trade pricing is available upon request from the issuer or regulators.

Is Nick Khan a director of TKO Group Holdings in this Form 4?

Yes. The reporting person information identifies Nick Khan as a director of TKO Group Holdings. The transactions therefore represent director-level insider activity in the company’s Class A Common Stock, as disclosed in the Form 4.