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

Rhea-AI Filing Summary

Emanuel Ariel, the CEO and a director of TKO Group Holdings, Inc. (TKO), reported changes in his beneficial ownership on September 12, 2025. The filing shows an acquisition of 97,040 shares of Class A common stock at a reported price of $0, and a separate reported disposition of 53,274 shares of Class A common stock for $202.44 per share. After these transactions, the filing reports the reporting person beneficially owns 163,219 shares of Class A common stock directly.

The filing also discloses that the acquired shares relate to restricted stock units (RSUs) originally granted on September 12, 2023 totaling 388,162 RSUs that vest in four equal annual installments beginning on the first anniversary of the grant date.

Insights

Corporate Governance Expert

TL;DR: Insider reported partial vesting of a 2023 RSU grant and an offsetting sale, changing direct beneficial ownership.

The reporting shows a scheduled vesting event tied to a previously disclosed RSU grant and a contemporaneous disposition reducing the newly vested position. The filing quantifies the RSU grant (388,162 RSUs) and the portion that vested or was delivered on the filing date (97,040 RSUs), and records a sale of 53,274 shares at $202.44 each. For governance review, this is a routine executive equity settlement and sale tied to compensation rather than an extraordinary capital event. The disclosure is detailed and aligns reported post-transaction direct ownership of 163,219 Class A shares.

Securities Analyst

TL;DR: Transaction is routine insider activity from equity compensation vesting with partial monetization.

The Form 4 quantifies both acquisition and disposition on the same date, indicating conversion/settlement of RSUs (97,040) and a sale of 53,274 shares at a stated price of $202.44. The net effect reported is a direct holding of 163,219 Class A shares. This is a standard executive compensation realization event; the filing supplies specific share counts and the sale price, enabling straightforward modeling of dilution and insider holdings changes.

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).

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^*

Emanuel Ariel

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		M		97,040	A	$0	163,219	D
Class A Common Stock	09/12/2025		F		53,274	D	$202.44	109,945	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)	09/12/2025		M			97,040	(2)	(2)	Class A Common Stock	97,040	$0	194,082	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 September 12, 2023, the Reporting Person was granted 388,162 RSUs, vesting in four equal annual installments beginning on the first anniversary of the grant date.

	/s/ Robert Hilton, Attorney-in-fact	09/12/2025
	** 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).
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FAQ

What did Emanuel Ariel report on Form 4 for TKO (TKO)?

The filing reports an acquisition of 97,040 Class A shares (from RSUs) and a disposition of 53,274 Class A shares at $202.44 per share, resulting in 163,219 shares beneficially owned.

How many RSUs were originally granted to the reporting person?

The filing states an original grant of 388,162 restricted stock units on September 12, 2023, vesting in four equal annual installments.

When did the reported transactions occur?

All reported transactions are dated September 12, 2025.

What is the reported sale price for the disposed shares?

The Form 4 shows a disposition of 53,274 shares at a price of $202.44 per share.

What is the reporting person’s role at TKO?

The filing identifies Emanuel Ariel as both a Director and the Chief Executive Officer of TKO Group Holdings, Inc.