STOCK TITAN

TKO Group (NYSE: TKO) CFO sells 9,942 shares under 10b5-1 tax plan

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

TKO Group Holdings, Inc. (TKO) reported that its Chief Financial Officer, Andrew M. Schleimer, completed a set of equity transactions involving Class A common stock and restricted stock units. On August 17, 2026, he exercised 17,753 restricted stock units (RSUs), resulting in the acquisition of 17,753 shares of Class A common stock at a stated price of $0.00 per share, with each RSU representing a contingent right to one share. A related footnote states that 35,506 RSUs were granted on August 17, 2025, vesting in two equal annual installments beginning August 17, 2026. On August 18, 2026, he then sold 9,942 shares of Class A common stock in the open market at a weighted average price of $194.39 per share. According to the disclosure, this sale was effected pursuant to a Rule 10b5-1 instruction letter entered into on November 14, 2023, to satisfy his tax withholding obligation upon the vesting of previously granted equity awards.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider Schleimer Andrew M
Role Chief Financial Officer
Sold 9,942 shs ($1.93M)
Approx. gross sale proceeds $1.93M
Type Security Shares Price Value
Sale Class A Common Stock F1, F2 9,942 $194.39 $1.93M
Exercise Restricted Stock Unit F3, F4 17,753 $0.00 $0.00
Exercise Class A Common Stock 17,753 $0.00 $0.00
Holdings After Transaction: Restricted Stock Unit — 17,753 shares (Direct); Class A Common Stock — 38,051 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. 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. F3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
  4. F4. On August 17, 2025, the Reporting Person was granted 35,506 RSUs, vesting in two equal annual installments beginning on August 17, 2026.
Shares sold 9,942 shares Class A common stock sale on August 18, 2026
Sale price (weighted average) $194.39 per share Weighted average price for 9,942-share sale of Class A common stock
RSUs exercised 17,753 units Restricted stock units converted into 17,753 shares on August 17, 2026
RSU grant size 35,506 RSUs RSUs granted on August 17, 2025, vesting in two equal annual installments
10b5-1 plan date November 14, 2023 Date the Rule 10b5-1 instruction letter for tax-withholding sale was entered into
RSU-to-share ratio 1:1 Each RSU represents a contingent right to receive one share of Class A common stock
Rule 10b5-1 instruction letter regulatory
"The sale was effected pursuant to a Rule 10b5-1 instruction letter"
restricted stock unit ("RSU") financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
weighted average price financial
"The price reported in Column 4 is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
tax withholding obligation financial
"to satisfy the Reporting Person's tax withholding obligation upon the vesting"

FAQ

What did TKO (TKO) CFO Andrew Schleimer sell in this Form 4 filing?

Andrew M. Schleimer sold 9,942 shares of TKO Class A common stock on August 18, 2026 at a weighted average price of $194.39 per share, as part of transactions linked to his equity compensation vesting.

Was the TKO (TKO) insider sale made under a Rule 10b5-1 trading plan?

Yes. The filing states the 9,942-share sale was effected under a Rule 10b5-1 instruction letter entered into on November 14, 2023, specifically to address the reporting person’s tax withholding obligation on vested equity awards.

How many restricted stock units did the TKO (TKO) CFO have vest or convert in this filing?

On August 17, 2026, Andrew M. Schleimer exercised 17,753 restricted stock units (RSUs), receiving 17,753 shares of TKO Class A common stock. Each RSU represented a contingent right to receive one share of Class A common stock.

What RSU grant is referenced for the TKO (TKO) CFO in this Form 4?

A footnote explains that on August 17, 2025, the reporting person was granted 35,506 RSUs, which vest in two equal annual installments beginning on August 17, 2026. The current Form 4 reflects activity related to this RSU award.

Does the Form 4 disclose the remaining TKO (TKO) holdings of the CFO after these transactions?

The structured data lists transaction share amounts, including 17,753 RSUs and a 9,942-share sale, but does not provide a consolidated total of the reporting person’s Class A common stock holdings following the reported transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Schleimer Andrew M

(Last)(First)(Middle)
C/O TKO GROUP HOLDINGS, INC.
200 FIFTH AVENUE, 7TH FLOOR

(Street)
NEW YORK NEW YORK 10010

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
TKO Group Holdings, Inc. [ TKO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/17/2026M17,753A$047,993D
Class A Common Stock08/18/2026S9,942(1)D$194.39(2)38,051D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(3)08/17/2026M17,753 (4) (4)Class A Common Stock17,753$017,753D
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 August 17, 2025, the Reporting Person was granted 35,506 RSUs, vesting in two equal annual installments beginning on August 17, 2026.
/s/ Robert Hilton, Attorney-in-fact08/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)