Mark Shapiro of TKO Group Holdings (TKO) sells stock, exercises RSUs

Rhea-AI Filing Summary

TKO Group Holdings director and president Mark S. Shapiro reported equity transactions involving Class A common stock and restricted stock units. On January 20, 2026, he exercised 27,921 RSUs into the same number of Class A shares at an exercise price of $0. On January 22, 2026, he sold 14,363 shares of Class A common stock at a weighted average price of $201.98 per share under a pre-arranged Rule 10b5-1 instruction letter to cover tax withholding on prior equity awards.

After these transactions, Shapiro directly holds 118,400 shares of Class A common stock and 55,843 RSUs, each RSU representing the right to receive one Class A share. The RSUs relate to a grant of 83,764 RSUs awarded on January 16, 2025, which vest in three equal annual installments beginning on January 20, 2026.

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).

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^*

SHAPIRO MARK S

(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
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		M		27,921	A	$0	132,763	D
Class A Common Stock	01/22/2026		S		14,363(1)	D	$201.98(2)	118,400	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 Unit	(3)	01/20/2026		M			27,921	(4)	(4)	Class A Common Stock	27,921	$0.00	55,843	D

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 January 16, 2025, the Reporting Person was granted 83,764 RSUs, vesting in three equal annual installments beginning on January 20, 2026.

Remarks:

President and Chief Operating Officer.

	/s/ Robert Hilton, Attorney-in-fact	01/22/2026
	** 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 Mark S. Shapiro report for TKO (TKO)?

Mark S. Shapiro reported exercising 27,921 restricted stock units (RSUs) into Class A common stock on January 20, 2026 and selling 14,363 shares of Class A common stock on January 22, 2026.

How many TKO shares did Mark S. Shapiro sell and at what price?

He sold 14,363 shares of TKO Class A common stock at a weighted average price of $201.98 per share, as disclosed in the Form 4.

Why were the TKO shares sold by Mark S. Shapiro?

The sale was made under a Rule 10b5-1 instruction letter entered into on November 14, 2023, to satisfy Shapiro’s tax withholding obligation upon the vesting of previously granted equity awards.

How many TKO shares and RSUs does Mark S. Shapiro own after these transactions?

Following the reported transactions, Shapiro directly holds 118,400 shares of TKO Class A common stock and 55,843 RSUs, each RSU representing the right to receive one Class A share.

What are the terms of Mark S. Shapiro’s TKO RSU grant mentioned in the filing?

On January 16, 2025, Shapiro was granted 83,764 RSUs, which vest in three equal annual installments beginning on January 20, 2026.

What position does Mark S. Shapiro hold at TKO Group Holdings (TKO)?

Shapiro is listed as a director and an officer, with the remarks identifying him as President and Chief Operating Officer of TKO Group Holdings.

What does each TKO RSU reported by Mark S. Shapiro represent?

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