TKO Group (NYSE: TKO) exec buys 10,807 shares, repays short-swing profit

Rhea-AI Filing Summary

TKO Group Holdings director and officer Mark S. Shapiro reported buying a total of 10,807 shares of Class A common stock in open-market transactions on May 13, 2026, at a weighted average price of $185.05 per share. Following these purchases, he directly owns 129,207 shares. The filing explains that this purchase was matchable under Section 16(b) against prior sales of 32,022 shares at $204.08 on January 5, 2026 and 14,363 shares at $201.98 on January 22, 2026. Shapiro paid the company $205,632.35, which represents the full profit from this short-swing transaction.

Insider Trade Summary

Net Buyer: 10,807 shares ($1,999,868)

Net Buy 2 txns

Insider SHAPIRO MARK S

Role See Remarks

Bought 10,807 shs ($2.00M)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock	4,807	$184.62	$887K
Purchase	Class A Common Stock	6,000	$185.40	$1.11M

Holdings After Transaction: Class A Common Stock — 123,207 shares (Direct, null)

Footnotes (1)

1. The reporting person's purchase of Class A common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 10,807 shares at a weighted average price per share of $185.05, with the reporting person's sales of 32,022 shares of Class A common stock at a price per share of $204.08 on January 5, 2026 and of 14,363 shares of Class A common stock at a price per share of $201.98 on January 22, 2026, which prior sales were made under a Rule 10b5-1 sell-to-cover instruction letter to satisfy the tax withholding obligation upon the vesting of previously granted equity awards. The reporting person paid to the Issuer $205,632.35, representing the full amount of the profit realized in connection with the short-swing transaction. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $184.04 to $184.88 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 purchased 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 purchased in multiple transactions at prices ranging from $185.06 to $186.04 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 purchased at each separate price within the range set forth in this footnote.

Key Figures

Shares purchased: 10,807 shares Weighted average purchase price: $185.05 per share Post-transaction holdings: 129,207 shares +3 more

6 metrics

Shares purchased 10,807 shares Open-market buys on May 13, 2026

Weighted average purchase price $185.05 per share Combined price for 10,807 shares

Post-transaction holdings 129,207 shares Direct ownership after reported trades

Short-swing profit repaid $205,632.35 Amount paid by Shapiro to issuer

Prior sale 1 32,022 shares at $204.08 Sale on January 5, 2026 under Rule 10b5-1

Prior sale 2 14,363 shares at $201.98 Sale on January 22, 2026 under Rule 10b5-1

Key Terms

Section 16(b), short-swing transaction, Rule 10b5-1, sell-to-cover instruction letter, +1 more

5 terms

Section 16(b) regulatory

"was matchable under Section 16(b) of the Securities Exchange Act of 1934"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

short-swing transaction regulatory

"profit realized in connection with the short-swing transaction"

Rule 10b5-1 regulatory

"made under a Rule 10b5-1 sell-to-cover instruction letter"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

sell-to-cover instruction letter financial

"Rule 10b5-1 sell-to-cover instruction letter to satisfy the tax withholding obligation"

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.

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 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
X	Officer (give title below)		Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/13/2026		P(1)		4,807	A	$184.62(2)	123,207	D
Class A Common Stock	05/13/2026		P(1)		6,000	A	$185.4(3)	129,207	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

Explanation of Responses:

1. The reporting person's purchase of Class A common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 10,807 shares at a weighted average price per share of $185.05, with the reporting person's sales of 32,022 shares of Class A common stock at a price per share of $204.08 on January 5, 2026 and of 14,363 shares of Class A common stock at a price per share of $201.98 on January 22, 2026, which prior sales were made under a Rule 10b5-1 sell-to-cover instruction letter to satisfy the tax withholding obligation upon the vesting of previously granted equity awards. The reporting person paid to the Issuer $205,632.35, representing the full amount of the profit realized in connection with the short-swing transaction.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $184.04 to $184.88 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 purchased 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 purchased in multiple transactions at prices ranging from $185.06 to $186.04 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 purchased at each separate price within the range set forth in this footnote.

Remarks:

President and Chief Operating Officer.

	/s/ Robert Hilton, Attorney-in-fact	05/13/2026
	** 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)

FAQ

What insider transaction did TKO (TKO) report for Mark S. Shapiro?

TKO Group Holdings reported that Mark S. Shapiro bought 10,807 shares of Class A common stock in open-market transactions on May 13, 2026. These purchases were made at a weighted average price of $185.05 per share and increased his direct ownership to 129,207 shares.

At what prices did Mark S. Shapiro buy TKO (TKO) shares?

The filing shows Shapiro purchased shares at weighted average prices of $184.62 and $185.40 per share. Footnotes clarify the trades occurred in ranges from $184.04 to $186.04, resulting in a combined weighted average purchase price of $185.05 for 10,807 shares.

How many TKO (TKO) shares does Mark S. Shapiro own after this Form 4?

After the reported transactions, Mark S. Shapiro directly owns 129,207 shares of TKO Group Holdings Class A common stock. This total reflects his net position following the open-market purchases disclosed in the filing, as shown in the post-transaction ownership column.

What Section 16(b) short-swing details are disclosed for TKO (TKO)?

The filing states that Shapiro’s 10,807-share purchase at a $185.05 weighted average price was matchable under Section 16(b) with prior sales on January 5 and January 22, 2026. He paid the issuer $205,632.35, which represents the full profit from this short-swing transaction.

Were earlier TKO (TKO) share sales by Mark S. Shapiro pre-planned?

Yes. Footnotes explain that the prior sales of 32,022 shares at $204.08 and 14,363 shares at $201.98 were executed under a Rule 10b5-1 sell-to-cover instruction letter to satisfy tax withholding obligations on vesting equity awards.