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

Rhea-AI Filing Summary

Nick Khan, a director of TKO Group Holdings, Inc. (TKO), reported multiple sales of Class A common stock on 09/03/2025 under a pre-established Rule 10b5-1 trading plan adopted March 3, 2025. The filing shows four sale transactions totaling 9,519 shares sold at weighted-average prices reported as $186, $186.59, $187.89 and $188.78, with disclosed price ranges for each lot. After these transactions the reporting person beneficially owned 137,456.179 shares of Class A common stock. The sales were reported on Form 4 and signed by an attorney-in-fact on 09/05/2025.

Positive

• Sales executed under a Rule 10b5-1 trading plan, indicating pre-planned, compliant transactions
• Detailed pricing disclosure with weighted-average prices and explicit price ranges for each lot
• Clear post-transaction beneficial ownership reported as 137,456.179 Class A shares

Negative

• Insider sold 9,519 Class A shares, reducing holdings which some investors may view negatively
• Form 4 reports only sales; no purchases reported that might offset the disposals

Insights

Financial Analyst

TL;DR Insider executed routine sales under a 10b5-1 plan, reducing holdings to 137,456.179 shares; transactions appear procedural, not an ad hoc dump.

The filing documents four disposition transactions on 09/03/2025 totaling 9,519 Class A shares sold at weighted-average prices of $186, $186.59, $187.89 and $188.78. The seller used a Rule 10b5-1 plan adopted March 3, 2025, which supports that these were pre-planned sales rather than opportunistic trades. The filing includes weighted-average prices and price ranges for each lot, improving transparency about execution. From a market-impact perspective, the absolute size of the sales is disclosed, and the reporting person still retains material ownership at 137,456.179 shares.

Corporate Governance Expert

TL;DR Disclosure follows Section 16 requirements and cites an explicit 10b5-1 plan; signature by attorney-in-fact indicates authorized filing.

The Form 4 indicates compliance with insider reporting rules: the transactions are identified as sales pursuant to a 10b5-1 trading plan adopted March 3, 2025, and the form was executed by an attorney-in-fact on 09/05/2025. The filing provides footnotes with weighted-average price ranges for each sale, and the remaining beneficial ownership is clearly stated. There is no indication in the filing of derivative transactions or other complicating arrangements. Governance readers will note appropriate procedural disclosures and authorized signature.

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
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^*

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)
09/03/2025

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	09/03/2025		S		5,203(1)	D	$186(2)	141,772.179	D
Class A Common Stock	09/03/2025		S		3,416(1)	D	$186.59(3)	138,356.179	D
Class A Common Stock	09/03/2025		S		500(1)	D	$187.89(4)	137,856.179	D
Class A Common Stock	09/03/2025		S		400(1)	D	$188.78(5)	137,456.179	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

Explanation of Responses:

1. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.36 to $186.35 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 $186.36 to $187.27 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 $187.55 to $188.49 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.56 to $188.93 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.

	/s/ Robert Hilton, Attorney-in-fact	09/05/2025
	** 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

How many TKO shares did Nick Khan sell on 09/03/2025?

The Form 4 reports four sales totaling 9,519 Class A shares sold on 09/03/2025.

At what prices were the TKO shares sold?

Weighted-average prices reported were $186, $186.59, $187.89, and $188.78; footnotes list specific price ranges for each lot.

Were the sales part of a Rule 10b5-1 plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted March 3, 2025.

How many TKO shares does the reporting person own after these transactions?

Following the reported transactions the reporting person beneficially owned 137,456.179 Class A shares.

Who signed the Form 4?

The Form 4 was signed by Robert Hilton, Attorney-in-fact on 09/05/2025.