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

Rhea-AI Filing Summary

TKO Group Holdings director Nick Khan was granted 29,588 restricted stock units (RSUs) on 08/17/2025. Each RSU converts to one share of Class A common stock and the award carries a $0 purchase price. The RSUs were granted by the company's Compensation Committee as recognition for the reporting person's role tied to the issuer's performance. The RSUs vest in two equal annual installments beginning on 08/17/2026, and after the grant the reporting person beneficially owns 29,588 shares on a direct basis.

Positive

• 29,588 RSUs granted to align the director's interests with shareholders and recognize the issuer's stated exceptional performance

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director award of 29,588 RSUs aligns executive incentives with shareholder value but appears routine and time‑based.

The RSU grant was approved by the Compensation Committee and vests over two annual installments, linking the director's future equity receipt to continued service through 2027. The award size is explicitly quantified as 29,588 RSUs, each converting to one Class A share at no purchase price. From a governance perspective, this is a common retention and alignment tool; the filing shows direct beneficial ownership post‑grant but includes no performance‑based vesting conditions beyond the committee's stated recognition of company performance.

Compensation Analyst

TL;DR: Grant structure is standard: time‑based RSUs, two equal annual vesting installments, zero exercise price, modest grant size.

The grant’s mechanics—29,588 RSUs, $0 price, two equal annual vesting installments starting 08/17/2026—indicate a straightforward retention/recognition award rather than a market‑priced or performance‑contingent vehicle. The filing notes the Compensation Committee tied the award to the issuer’s exceptional business performance, but the RSUs themselves vest by time. There is no indication of accelerated vesting, additional performance metrics, or derivative instruments in this report.

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

OMB Number:			3235-0287
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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^*

Khan Nick

(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
	Officer (give title below)		Other (specify below)

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		29,588(2)		(3)	(3)	Class A Common Stock	29,588	$0	29,588	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 Nick Khan receive according to the Form 4 filing for TKO (TKO)?

The filing reports a grant of 29,588 restricted stock units (RSUs), each representing a right to one share of Class A common stock.

When do the RSUs granted to Nick Khan vest?

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

What is the price to acquire the underlying shares for the RSUs?

The RSUs have a $0 purchase price for the underlying Class A common stock.

Who approved the RSU award to the reporting person in the TKO Form 4?

The award was granted by the issuer's Compensation Committee in recognition of the reporting person's role related to the issuer's performance.

How many shares does Nick Khan beneficially own after the reported transaction?

Following the transaction, the reporting person is shown as beneficially owning 29,588 shares on a direct basis.