Form 4: TKO director now holds 370,138 Class A shares

Rhea-AI Filing Summary

TKO Group Holdings, Inc. disclosed a Form 4 showing a director’s routine equity vesting. On 10/31/2025, 8,046 shares of Class A common stock were acquired at $0 upon settlement of restricted stock units (transaction code M).

Following this transaction, the filer directly beneficially owns 370,138 shares. Derivative holdings listed as restricted stock units (RSUs) total 16,093 after the event. Each RSU represents a right to receive one share of Class A common stock.

The RSUs relate to a grant made on January 23, 2024: one half vested on December 31, 2024, and the remaining portion vests in substantially equal monthly installments through December 31, 2025, subject to the grant agreement’s terms including potential acceleration or forfeiture.

Insider Trade Summary

8,046 shares exercised/converted

Mixed 2 txns

Insider Johnson Dwayne D.

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	8,046	$0.00	--
Exercise	Class A Common Stock	8,046	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 16,093 shares (Direct); Class A Common Stock — 370,138 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 two 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)
10/31/2025

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	10/31/2025		M		8,046	A	$0	370,138	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)	10/31/2025		M			8,046	(2)	(2)	Class A Common Stock	8,046	$0.00	16,093	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 two 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	10/31/2025
	** 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 did TKO (TKO) report in this Form 4?

A director acquired 8,046 shares of Class A common stock at $0 on 10/31/2025 via RSU settlement (code M).

How many TKO shares are beneficially owned after the transaction?

Direct beneficial ownership is 370,138 shares following the reported transaction.

How many RSUs remain after this vesting event at TKO?

The filing lists 16,093 restricted stock units remaining after the transaction.

What is the vesting schedule for the reported TKO RSUs?

Granted on January 23, 2024; half vested on December 31, 2024, with the remainder vesting in substantially equal monthly installments through December 31, 2025.

What security was acquired in the TKO transaction?

Shares of Class A common stock were acquired upon RSU settlement.

What is the filer’s relationship to TKO?

The reporting person is a Director of TKO Group Holdings, Inc.