TKO Group (TKO) director reports 8,047 RSUs converted, 378,185 shares owned

Rhea-AI Filing Summary

TKO Group Holdings director reports RSU conversion into common stock. A board member of TKO Group Holdings, Inc. converted 8,047 restricted stock units into 8,047 shares of Class A common stock on 11/30/2025 at an exercise price of $0. After this transaction, the reporting person beneficially owned 378,185 shares of Class A common stock in direct ownership form.

The RSUs stem from a grant of 193,115 units made on January 23, 2024. One half of that grant vested on December 31, 2024, and the remaining portion is scheduled to vest on December 31, 2025, subject to potential acceleration or forfeiture under the applicable RSU award agreement. Following the reported conversion, 8,046 derivative securities in the form of RSUs remained beneficially owned.

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

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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^*

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)
11/30/2025

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	11/30/2025		M		8,047	A	$0	378,185	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)	11/30/2025		M			8,047	(2)	(2)	Class A Common Stock	8,047	$0.00	8,046	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 will vest on 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	12/02/2025
	** 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.
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FAQ

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

The filing reports that a director of TKO Group Holdings, Inc. converted 8,047 restricted stock units into 8,047 shares of Class A common stock on 11/30/2025 at an exercise price of $0.

How many TKO (TKO) shares does the reporting person own after this transaction?

After the RSU conversion, the reporting person beneficially owned 378,185 shares of Class A common stock of TKO Group Holdings, Inc., held in direct ownership form.

What is the origin of the RSUs involved in this TKO (TKO) Form 4 filing?

The RSUs come from a grant of 193,115 restricted stock units awarded on January 23, 2024. One half of this grant vested on December 31, 2024, with the remaining portion scheduled to vest on December 31, 2025.

How many restricted stock units remain after the reported TKO (TKO) transaction?

Following the conversion of 8,047 RSUs into common shares, the reporting person continued to beneficially own 8,046 derivative securities in the form of restricted stock units.

Are the TKO (TKO) RSUs subject to any special conditions?

Yes. The RSUs are subject to potential acceleration or forfeiture under the terms of the Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement dated as of January 22, 2024 between TKO Group Holdings, Inc. and the reporting person.

What is the role of the reporting person at TKO (TKO)?

The reporting person is identified as a Director of TKO Group Holdings, Inc. and filed the Form 4 as an individual reporting person.