TKO Group Holdings (TKO) officer discloses share sales and new RSU grant

Rhea-AI Filing Summary

TKO Group Holdings, Inc. reported insider equity activity by one of its officers. On December 31, 2025, 9,777 restricted stock units converted into the same number of Class A common shares at an exercise price of $0, increasing the officer’s direct holdings before sales.

On January 2, 2026, the officer sold a total of 9,777 Class A shares in multiple transactions at weighted average prices around $206–$210 per share under a Rule 10b5-1 trading plan, including sales used to satisfy tax withholding tied to vested awards. After these trades, the officer directly owned 7,983 Class A shares. The officer also continues to hold RSUs from a January 2024 grant covering 19,555 shares and a new grant of 23,986 RSUs awarded on January 1, 2026, which will vest in three equal annual installments beginning 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

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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^*

KRAUSS SETH D

(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)
	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		9,777	A	$0	17,760	D
Class A Common Stock	01/02/2026		S		3,638(1)	D	$206.93(2)	14,122	D
Class A Common Stock	01/02/2026		S		5,339(1)	D	$207.98(3)	8,783	D
Class A Common Stock	01/02/2026		S		700(1)	D	$208.86(4)	8,083	D
Class A Common Stock	01/02/2026		S		100(1)	D	$210.05	7,983	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 Units	(5)	12/31/2025		M			9,777	(6)	(6)	Class A Common Stock	9,777	$0	19,555	D
Restricted Stock Units	(5)	01/01/2026		A		23,986		(7)	(7)	Class A Common Stock	23,986	$0	23,986	D

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025, including 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. These shares were sold in multiple transactions at prices ranging from $206.46 to $207.44 inclusive. 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 within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.51 to $208.50 inclusive. 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 within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.56 to $209.50 inclusive. 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 within the range set forth in this footnote.

5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.

6. On January 12, 2024, the Reporting Person was granted 39,109 RSUs, vesting in four equal annual installments beginning on December 31, 2024.

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

	/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).
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FAQ

What insider transactions did TKO (TKO Group Holdings, Inc.) report in this filing?

The filing shows an officer acquired 9,777 Class A shares on December 31, 2025 from restricted stock unit vesting at an exercise price of $0, then sold a total of 9,777 shares on January 2, 2026 in multiple open-market transactions.

At what prices were the TKO Class A shares sold by the officer?

The officer sold Class A common stock on January 2, 2026 in several trades, including 3,638 shares at a weighted average price of $206.93, 5,339 shares at $207.98, 700 shares at $208.86, and 100 shares at $210.05, with each category reflecting weighted average prices over stated ranges.

How many TKO shares does the reporting officer own after the reported transactions?

Following the reported transactions, the officer beneficially owns 7,983 shares of TKO Class A common stock directly, as indicated in the post-transaction holdings column.

What restricted stock unit (RSU) awards are disclosed for the TKO officer?

On January 12, 2024, the officer was granted 39,109 RSUs vesting in four equal annual installments beginning December 31, 2024, with 9,777 of those units converting into shares on December 31, 2025 and 19,555 RSUs remaining from that grant. In addition, the officer received a new grant of 23,986 RSUs on January 1, 2026, which will vest in three equal annual installments starting January 1, 2027.

Was the TKO officer’s stock sale made under a Rule 10b5-1 trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2025, and includes shares sold to satisfy the officer’s tax withholding obligation upon the vesting of previously granted equity awards.

What is the relationship of the reporting person to TKO Group Holdings, Inc.?

The reporting person is an officer of TKO Group Holdings, Inc., as indicated in the relationship section of the filing.