CFO at TKO Group Holdings (TKO) sells 11,978 shares for taxes

Rhea-AI Filing Summary

TKO Group Holdings Chief Financial Officer Andrew M. Schleimer reported equity transactions involving company Class A common stock and restricted stock units (RSUs).

On January 20, 2026, RSUs covering 5,833 and 17,450 shares of Class A common stock were converted at a price of $0 per share, increasing his directly held Class A shares first to 22,072 and then to 39,522 shares. Correspondingly, derivative entries show RSU positions of 5,833 and 17,540 units tied to Class A common stock.

On January 22, 2026, he sold 11,978 Class A shares at a weighted average price of $201.98 per share under a pre-established Rule 10b5-1 instruction letter, entered into on November 14, 2023, to cover tax withholding obligations from prior equity award vesting. Following the sale, he directly owned 27,544 Class A shares.

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

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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^*

Schleimer Andrew M

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		M		5,833	A	$0	22,072	D
Class A Common Stock	01/20/2026		M		17,450	A	$0	39,522	D
Class A Common Stock	01/22/2026		S		11,978(1)	D	$201.98(2)	27,544	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	(3)	01/20/2026		M			5,833	(4)	(4)	Class A Common Stock	5,833	$0	5,834	D
Restricted Stock Unit	(3)	01/20/2026		M			17,540	(5)	(5)	Class A Common Stock	17,540	$0	34,903	D

Explanation of Responses:

1. 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.

2. 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.

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

4. On February 21, 2024, the Reporting Person was granted 17,500 RSUs, vesting in three near equal annual installments beginning on January 20, 2025.

5. On January 16, 2025, the Reporting Person was granted 52,353 RSUs, vesting in three equal annual installments beginning on January 20, 2026.

	/s/ Robert Hilton, Attorney-in-fact	01/22/2026
	** 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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FAQ

What insider transaction did TKO (TKO) disclose for its CFO?

TKO reported that its Chief Financial Officer, Andrew M. Schleimer, sold 11,978 shares of Class A common stock on January 22, 2026, and also had RSUs convert into Class A shares on January 20, 2026.

How many TKO Class A shares did the CFO sell and at what price?

The CFO sold 11,978 Class A common shares at a weighted average price of $201.98 per share, as reported in the Form 4.

Was the TKO CFO’s share sale part of a 10b5-1 plan?

Yes. The sale was effected under a Rule 10b5-1 instruction letter that was entered into on November 14, 2023 to satisfy tax withholding obligations from earlier equity award vesting.

What RSU-related transactions did the TKO CFO report?

On January 20, 2026, RSUs tied to 5,833 and 17,450 shares of TKO Class A common stock were converted at $0 per share, increasing his directly held Class A share balance.

How many TKO Class A shares did the CFO hold after these transactions?

After the January 22, 2026 sale, the CFO directly held 27,544 shares of TKO Class A common stock, according to the filing.

What do the RSU footnotes in the TKO Form 4 explain?

The footnotes state that each RSU represents a right to receive one Class A share, and describe prior grants of 17,500 RSUs on February 21, 2024 and 52,353 RSUs on January 16, 2025, each vesting in three annual installments.