TKO Group Holdings, Inc. (TKO) director discloses stock sales and RSU grants

Rhea-AI Filing Summary

TKO Group Holdings, Inc. disclosed that a director exercised and vested restricted stock units and sold Class A common shares. On 12/31/2025, 51,225 shares were acquired at an exercise price of $0.00 following RSU vesting, increasing beneficial ownership to 160,292.834 shares. On 01/05/2026, the director sold 5,317, 3,361 and 840 shares at weighted average prices of $203.38, $204.14 and $205.09, respectively, and a further 27,907 shares at a weighted average price of $204.08, leaving 122,867.834 shares owned directly. Some sales were made under a Rule 10b5-1 trading plan, and 27,907 shares were sold to cover tax withholding on vesting. The filing also notes 38,377 new RSUs granted effective 01/01/2025, each representing one future share of Class A common stock.

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

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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^*

Khan Nick

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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
Class A Common Stock	12/31/2025		M		51,225	A	$0.0	160,292.834	D
Class A Common Stock	01/05/2026		S		5,317(1)	D	$203.38(2)	154,975.834	D
Class A Common Stock	01/05/2026		S		3,361(1)	D	$204.14(3)	151,614.834	D
Class A Common Stock	01/05/2026		S		840(1)	D	$205.09(4)	150,774.834	D
Class A Common Stock	01/05/2026		S		27,907(5)	D	$204.08(6)	122,867.834	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	(7)	12/31/2025		M			51,225	(8)	(8)	Class A Common Stock	51,225	$0.00	51,226	D
Restricted Stock Unit	(7)	01/01/2025		A		38,377		(9)	(9)	Class A Common Stock	38,377	$0.00	38,377	D

Explanation of Responses:

1. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.81 to $203.78 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 $203.81 to $204.79 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 $204.81 to $205.31 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 sale was effected pursuant to a Rule 10b5-1 instruction letter, entered into on November 14, 2023, to satisfy the Reporting Person's tax withholding obligation upon the vesting of previously granted equity awards.

6. The price reported in Column 4 is a weighted average price. 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 .

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

8. On November 22, 2023, the Reporting Person was granted 153,676 RSUs, vesting in three equal annual installments beginning on December 31, 2024.

9. The RSUs will vest in three equal annual installments beginning on January 1, 2027.

	/s/ Robert Hilton, Attorney-in-fact	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did TKO (TKO) report in this Form 4?

The filing reports a TKO director acquiring 51,225 Class A common shares on 12/31/2025 through RSU vesting and selling multiple blocks of shares on 01/05/2026 at prices around $203–$205 per share.

How many TKO shares does the reporting person own after these transactions?

After the reported transactions, the director beneficially owns 122,867.834 shares of TKO Class A common stock in direct ownership.

Were the TKO share sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that certain sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 3, 2025.

What were the price ranges for the TKO shares sold on January 5, 2026?

The weighted average prices reported were $203.38, $204.14, and $205.09, with underlying transactions in ranges of $202.81–$203.78, $203.81–$204.79, and $204.81–$205.31, respectively.

Why were 27,907 TKO shares sold according to the filing?

The filing explains that the sale of 27,907 shares was made under a Rule 10b5-1 instruction letter dated November 14, 2023 to satisfy the director’s tax withholding obligation upon vesting of previously granted equity awards.

What RSU grants for TKO stock are disclosed in this Form 4?

The report notes a prior grant of 153,676 RSUs on November 22, 2023, vesting in three equal annual installments starting December 31, 2024, and a separate grant of 38,377 RSUs effective January 1, 2025, vesting in three equal annual installments beginning January 1, 2027.

What does each TKO restricted stock unit (RSU) represent in this filing?

Each RSU disclosed represents a contingent right to receive one share of TKO Class A common stock upon vesting.