[Form 4] TKO Group Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

TKO Group Holdings (TKO) – Form 4 filing: Director Dwayne D. Johnson reported the vesting and settlement of 8,047 restricted stock units (RSUs) into an equal number of Class A common shares on 31 Jul 2025. The conversion (transaction code M) carried a $0 exercise price; no open-market purchase or sale occurred.

Following the transaction, Johnson’s direct ownership rose to 345,999 shares. The RSUs stem from a 23 Jan 2024 equity award of 193,115 units, half of which vested 31 Dec 2024, with the remainder vesting in five equal monthly installments through 31 Dec 2025, subject to standard acceleration/forfeiture terms.

No derivative positions were sold and no cash changed hands. The filing reflects routine equity compensation vesting rather than an active investment decision; therefore, market impact is expected to be minimal.

Insights

Equity Compensation Analyst

TL;DR: Routine RSU vesting; minimal market impact.

The 8,047-share increase represents roughly 2.3 % of Johnson’s personal stake and an immaterial fraction of TKO’s float. Because the shares were issued at $0 as part of a pre-scheduled vesting schedule, the transaction does not signal bullish sentiment or insider conviction. It simply converts previously disclosed RSUs into tradable shares, slightly diluting existing holders by well under 0.01 %. No red flags or favorable surprises emerge.

Corporate Governance Specialist

TL;DR: Standard form-4 disclosure, governance practices intact.

The filing evidences compliance with Section 16 reporting deadlines and reinforces transparency around executive equity awards. Johnson remains classified solely as a director, not a 10 % owner. No 10b5-1 plan was cited. From a governance lens, the cadence of monthly vesting aligns incentives with long-term shareholder value and poses no concentration risk.

Insider Trade Summary

8,047 shares exercised/converted

Mixed 2 txns

Insider Johnson Dwayne D.

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	8,047	$0.00	--
Exercise	Class A Common Stock	8,047	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 40,232 shares (Direct); Class A Common Stock — 345,999 shares (Direct)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer. On January 23, 2024, the Reporting Person was granted 193,115 RSUs, one half of which vested on December 31, 2024. The remaining portion of the RSUs vest in five substantially equal monthly installments on the last day of the month through December 31, 2025. These RSUs are subject to potential acceleration or forfeiture in accordance with the terms of that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement, dated as of January 22, 2024, between the Issuer and the Reporting Person.

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^*

Johnson Dwayne D.

(Last) (First) (Middle)

C/O TKO GROUP HOLDINGS, INC.

(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)
07/31/2025

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	07/31/2025		M		8,047	A	$0	345,999	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	(1)	07/31/2025		M			8,047	(2)	(2)	Class A Common Stock	8,047	$0.00	40,232	D

Explanation of Responses:

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

2. On January 23, 2024, the Reporting Person was granted 193,115 RSUs, one half of which vested on December 31, 2024. The remaining portion of the RSUs vest in five substantially equal monthly installments on the last day of the month through December 31, 2025. These RSUs are subject to potential acceleration or forfeiture in accordance with the terms of that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement, dated as of January 22, 2024, between the Issuer and the Reporting Person.

	/s/ Robert Hilton, Attorney-in-fact	08/01/2025
	** 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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