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

Rhea-AI Filing Summary

Andrew M. Schleimer, Chief Financial Officer of TKO Group Holdings, Inc. (TKO), received a grant of 35,506 restricted stock units (RSUs) on 08/17/2025. Each RSU represents a contingent right to one share of Class A common stock and the RSUs were awarded by the Issuer's Compensation Committee in recognition of the Reporting Person's role tied to the Issuer's performance. The RSUs will vest in two equal annual installments beginning on 08/17/2026, and following the grant the Reporting Person beneficially owns 35,506 shares directly. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Positive

• Grant explicitly approved by the Issuer's Compensation Committee
• RSUs align executive compensation with company performance
• Vesting schedule spans two years, supporting retention

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director-level RSU grant aligns executive pay with company performance; vesting schedule spreads retention over two years.

The grant of 35,506 RSUs to the CFO was approved by the Compensation Committee and is explicitly tied to the Reporting Person's role in connection with the Issuer's performance. A two-equal-installment vesting schedule starting one year after grant typically supports retention and links pay delivery to continued service. The filing shows direct beneficial ownership of 35,506 shares post-grant, indicating immediate recognition rather than deferred indirect ownership structures.

Securities/Fiduciary Analyst

TL;DR: Routine Section 16 reporting of an RSU award; transaction appears procedural and not unusually large on its face.

The Form 4 documents a straightforward equity award: 35,506 RSUs granted 08/17/2025 with vesting in two equal annual tranches beginning 08/17/2026. The disclosure clarifies each RSU converts into one share of Class A common stock and the award was made by the Compensation Committee for contributions tied to company performance. No exercise price or derivative complexity is present; ownership is reported as direct.

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^*

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)
08/17/2025

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

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 Units	(1)	08/17/2025		A		35,506(2)		(3)	(3)	Class A Common Stock	35,506	$0	35,506	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. Represents an award of RSUs granted by the Issuer's Compensation Committee in recognition of the Reporting Person's role in connection with the Issuer's exceptional performance across its businesses.

3. The RSUs will vest in two equal annual installments beginning on August 17, 2026.

	/s/ Robert Hilton, Attorney-in-fact	08/19/2025
	** 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 Andrew M. Schleimer (TKO) report on Form 4 dated 08/17/2025?

The report discloses a grant of 35,506 restricted stock units (RSUs) to Andrew M. Schleimer on 08/17/2025.

How do the RSUs reported by the TKO CFO vest?

The RSUs vest in two equal annual installments beginning on 08/17/2026.

What does each RSU represent in the TKO Form 4?

Each RSU represents a contingent right to receive one share of Class A common stock of the issuer.

How many shares does the Reporting Person beneficially own following the transaction?

The Reporting Person beneficially owns 35,506 shares following the reported transaction.

Who approved the RSU award disclosed in the Form 4?

The award was granted by the Issuer's Compensation Committee in recognition of the Reporting Person's role and the Issuer's performance.