TKO Group (NYSE: TKO) deputy CFO details stock sales and RSU vesting

Rhea-AI Filing Summary

TKO Group Holdings deputy CFO reports stock activity and new awards. The officer converted restricted stock units into Class A common stock on December 31, 2025, receiving 3,259 shares and 2,032 shares at an exercise price of $0, and held the resulting stock directly.

On January 5, 2026, the officer sold 253 shares at $205.05 and 1,018 and 675 shares at a weighted average price of $204.08 under Rule 10b5-1 arrangements, including sales to satisfy tax withholding on vesting equity awards. Following these trades, the officer continued to hold several thousand shares.

The filing also shows derivative awards. RSUs granted on January 22, 2024 (13,037 units) and February 28, 2025 (6,098 units) continued to vest in scheduled annual installments. In addition, the officer received a new grant of 9,595 RSUs effective January 1, 2026, scheduled to vest in three equal annual installments beginning January 1, 2027.

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
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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^*

Kapral Shane

(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)
	Deputy Chief Financial Officer

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		3,259	A	$0	4,018	D
Class A Common Stock	12/31/2025		M		2,032	A	$0	6,050	D
Class A Common Stock	01/05/2026		S		253(1)	D	$205.05	5,797	D
Class A Common Stock	01/05/2026		S		1,018(2)	D	$204.08(3)	4,779	D
Class A Common Stock	01/05/2026		S		675(2)	D	$204.08(3)	4,104	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	(4)	12/31/2025		M			3,259	(5)	(5)	Class A Common Stock	3,259	$0.00	6,519	D
Restricted Stock Unit	(4)	12/31/2025		M			2,032	(6)	(6)	Class A Common Stock	2,032	$0.00	4,066	D
Restricted Stock Unit	(4)	01/01/2026		A			9,595	(7)	(7)	Class A Common Stock	9,595	$0.00	9,595	D

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 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.

3. 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.

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

5. On January 22, 2024, the Reporting Person was granted 13,037 RSUs, vesting in four equal annual installments beginning on December 31, 2024.

6. On February 28, 2025, the Reporting Person was granted 6,098 RSUs, vesting in three near equal annual installments beginning on December 31, 2025.

7. 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.
* 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).
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FAQ

What insider activity did TKO (TKO) report for its deputy CFO?

The deputy Chief Financial Officer of TKO Group Holdings, Inc. converted restricted stock units into Class A common stock on December 31, 2025, then sold portions of the resulting holdings on January 5, 2026, while retaining several thousand shares.

How many TKO Class A shares did the deputy CFO sell on January 5, 2026?

On January 5, 2026, the deputy CFO sold 253 shares at $205.05 and 1,018 and 675 shares at a weighted average price of $204.08, all reported as sales of Class A common stock.

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

Yes. One sale was made under a Rule 10b5-1 trading plan adopted on March 7, 2025, and another under a Rule 10b5-1 instruction letter entered into on November 14, 2023 to satisfy tax withholding obligations on vesting awards.

What RSU vesting did the TKO deputy CFO report on December 31, 2025?

On December 31, 2025, RSUs converted into 3,259 and 2,032 shares of TKO Class A common stock, reflecting vesting from grants originally awarded on January 22, 2024 (13,037 RSUs) and February 28, 2025 (6,098 RSUs).

What new RSU grant did the TKO deputy CFO receive on January 1, 2026?

The filing shows a new grant of 9,595 restricted stock units effective January 1, 2026. These RSUs are scheduled to vest in three equal annual installments beginning on January 1, 2027.

How do the RSU awards for the TKO deputy CFO vest over time?

The 13,037 RSUs granted on January 22, 2024 vest in four equal annual installments starting December 31, 2024. The 6,098 RSUs granted on February 28, 2025 vest in three near equal annual installments starting December 31, 2025. The 9,595 RSUs granted effective January 1, 2026 vest in three equal annual installments starting January 1, 2027.