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

Rhea-AI Filing Summary

Form 4 overview: Director Nick Khan reported two open-market sales of TKO Group Holdings Class A common stock executed on 07/03/2025 under a pre-arranged Rule 10b5-1 trading plan adopted on 03/03/2025.

Transaction details

• 7,896 shares sold at a weighted-average price of $176.80 (price range: $176.34-$177.33).
• 1,623 shares sold at a weighted-average price of $177.72 (price range: $177.34-$178.21).

Total shares disposed: 9,519. After the transactions Khan directly owns 201,664.599 Class A shares.

Ownership context: The sales reduce Khan’s direct stake by approximately 4.5% versus the 211,184.118 shares he held prior to the sales (calculated from the reported post-sale balance). He remains listed as a Director of the company and is not indicated as a 10% owner.

Implications for investors

• Because the trades were executed under a Rule 10b5-1 plan, they are generally viewed as routine diversification rather than opportunistic selling.
• The volume sold is modest relative to Khan’s remaining holdings and to TKO’s public float, suggesting limited direct impact on share supply.
• Nevertheless, any insider sale—especially by a director—can be interpreted as a signal of reduced short-term conviction and may weigh modestly on sentiment.

Positive

• Transaction executed under a Rule 10b5-1 plan, enhancing transparency and reducing concerns about selective timing.
• Director retains a substantial stake of 201,664.599 shares, maintaining alignment with shareholder interests.

Negative

• Director disposed of 9,519 shares, which may be perceived as a modestly bearish insider signal.

Insights

Financial Analyst

TL;DR: Small insider sale via 10b5-1; sentiment slightly negative but immaterial to fundamentals.

The disposal of 9,519 shares—worth roughly US$1.7 million—represents only a small fraction of TKO’s daily trading volume and of Khan’s remaining 201.7k-share stake. Execution through a Rule 10b5-1 plan reduces concerns about timing. From a valuation standpoint the sale does not alter cash flows, leverage, or strategic trajectory; therefore, I classify the filing as neutral-to-mildly negative for near-term sentiment and not materially impactful to the investment thesis.

Corporate Governance Specialist

TL;DR: Governance risk low—transparent 10b5-1 sale, ownership still sizable.

Rule 10b5-1 usage and prompt reporting demonstrate good compliance practices. Khan retains >200k shares, keeping his interests aligned with shareholders. The magnitude of the sale does not raise red flags about insider confidence. I view governance impact as neutral; no board or control changes are indicated.

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)
07/03/2025

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	07/03/2025		S		7,896(1)	D	$176.8(2)	203,287.599	D
Class A Common Stock	07/03/2025		S		1,623(1)	D	$177.72(3)	201,664.599	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 $176.34 to $177.33 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 $177.34 to $178.21 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	07/08/2025
	** 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).
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FAQ

How many TKO shares did Director Nick Khan sell?

He sold 9,519 Class A shares on 07/03/2025.

At what prices were the TKO shares sold?

Weighted-average prices were $176.80 for 7,896 shares and $177.72 for 1,623 shares.

Does Nick Khan still own TKO stock after the sale?

Yes. He now directly owns 201,664.599 Class A shares.

Was the insider sale part of a Rule 10b5-1 trading plan?

Yes. The plan was adopted on 03/03/2025, indicating pre-scheduled transactions.

Is Nick Khan still a 10% owner of TKO?

No. He is reported only as a Director; no 10% ownership is indicated in the filing.