TKO Group (TKO) insider details stock sale and new RSU awards

Rhea-AI Filing Summary

TKO Group Holdings reported an insider equity transaction by its President and Chief Operating Officer, who is also a director. On 12/31/2025, 63,187 restricted stock units were converted into Class A common stock at an exercise price of $0.00. On 01/05/2026, 32,022 shares of Class A common stock were sold at a weighted average price of $204.08 to cover tax withholding obligations tied to vesting equity awards, under a pre-arranged Rule 10b5-1 instruction letter. Following these transactions, the reporting person beneficially owned 104,842 shares of Class A common stock directly. The filing also notes a new grant of 59,964 restricted stock units on 01/01/2026, which will vest in three equal annual installments beginning on January 1, 2027.

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
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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^*

SHAPIRO MARK S

(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
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		M		63,187	A	$0.00	136,864	D
Class A Common Stock	01/05/2026		S		32,022(1)	D	$204.08(2)	104,842	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)	12/31/2025		M			63,187	(4)	(4)	Class A Common Stock	63,187	$0	126,375	D
Restricted Stock Unit	(3)	01/01/2026		A		59,964		(5)	(5)	Class A Common Stock	59,964	$0	59,964	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 January 21, 2024, the Reporting Person was granted 252,749 RSUs, vesting in four equal annual installments beginning on December 31, 2024.

5. The RSUs will vest in three equal annual installments beginning on January 1, 2027.

Remarks:

President and Chief Operating Officer.

	/s/ Robert Hilton, Attorney-in-fact	01/05/2026
	** 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.
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FAQ

What insider transaction did TKO (TKO) disclose in this Form 4?

The filing reports that a TKO Group Holdings director and its President and Chief Operating Officer converted 63,187 restricted stock units into Class A common shares and sold 32,022 shares of Class A common stock.

How many TKO Group Holdings shares were sold and at what price?

The insider sold 32,022 shares of TKO Group Holdings Class A common stock at a weighted average price of $204.08 per share.

Why were TKO (TKO) shares sold by the insider?

The sale of 32,022 shares was made pursuant to a Rule 10b5-1 instruction letter to satisfy the reporting person's tax withholding obligation upon the vesting of previously granted equity awards.

What new equity awards did the TKO executive receive?

On 01/01/2026, the reporting person received a grant of 59,964 restricted stock units, each representing a contingent right to receive one share of TKO Group Holdings Class A common stock.

When will the newly granted TKO restricted stock units vest?

The 59,964 restricted stock units granted on January 1, 2026 will vest in three equal annual installments beginning on January 1, 2027.

How many TKO Group Holdings shares does the insider own after these transactions?

After the reported transactions, the insider beneficially owned 104,842 shares of TKO Group Holdings Class A common stock directly.

What is the role of the reporting person at TKO Group Holdings?

The reporting person serves as President and Chief Operating Officer of TKO Group Holdings and is also a director of the company.