TKO Form 4: Director 10b5-1 sales and updated holdings

Rhea-AI Filing Summary

TKO Group Holdings (TKO) — Form 4 insider activity: A company director reported open‑market sales of Class A common stock on 11/03/2025 under a Rule 10b5‑1 trading plan adopted on 03/03/2025. The transactions were executed in four tranches: 500 shares at a weighted average price of $186.49, 2,964 shares at $187.60, 4,355 shares at $188.53, and 1,700 shares at $189.25.

Following these trades, the director beneficially owned 118,503.731 shares, held directly. Footnotes state prices reflect weighted averages for multiple executions within disclosed ranges for each tranche.

Insights

Equity market structure analyst

Routine 10b5-1 insider sale with clear post-trade holdings.

The filing details open-market sales by a TKO director executed on 11/03/2025 pursuant to a pre-established Rule 10b5-1 plan dated 03/03/2025. Four tranches were sold at weighted average prices between $186.49 and $189.25, reflecting multiple executions within specified ranges.

Because sales were under a 10b5-1 plan, they follow preset instructions, which can reduce discretion. The filing lists post-transaction beneficial ownership of 118,503.731 shares, providing clarity on remaining exposure.

Actual market impact depends on trade size versus daily volume and broader liquidity conditions; the document does not address those factors. Subsequent filings may provide additional activity if the plan continues.

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).

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)
11/03/2025

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	11/03/2025		S		500(1)	D	$186.49(2)	127,522.731	D
Class A Common Stock	11/03/2025		S		2,964(1)	D	$187.6(3)	124,558.731	D
Class A Common Stock	11/03/2025		S		4,355(1)	D	$188.53(4)	120,203.731	D
Class A Common Stock	11/03/2025		S		1,700(1)	D	$189.25(5)	118,503.731	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 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 $185.96 to $186.87 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 $187.02 to $188.01 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 $188.02 to $189.00 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.05 to $189.53 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	11/05/2025
	** 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 insider transaction did TKO (TKO) disclose?

A director reported open‑market sales of Class A common stock on 11/03/2025 across four tranches, executed under a Rule 10b5‑1 plan.

How many TKO shares did the director sell and at what prices?

Tranches were 500 at $186.49, 2,964 at $187.60, 4,355 at $188.53, and 1,700 at $189.25 (weighted averages).

What are the director’s TKO holdings after these transactions?

Beneficial ownership is 118,503.731 shares, held directly.

Was the TKO insider sale under a 10b5‑1 trading plan?

Yes. The sales were effected under a Rule 10b5‑1 plan adopted on 03/03/2025.

Do the reported prices represent single trades or averages?

They are weighted average prices, with underlying executions within specified price ranges as disclosed in the footnotes.