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

Rhea-AI Filing Summary

Form 4 filed for TKO Group Holdings, Inc. reports that director Dwayne D. Johnson received vested restricted stock units and acquired shares on 09/30/2025. The filing shows an acquisition of 8,047 shares of Class A common stock at a $0 price, increasing the reporting person’s direct beneficial ownership to 362,092 shares. The filing also records 8,047 RSUs tied to the same transaction, representing the right to receive 8,047 shares, leaving 24,139 derivative shares beneficially owned after the transaction. The RSUs were part of a January 23, 2024 grant of 193,115 RSUs, with half vested on December 31, 2024 and the remainder scheduled to vest monthly through December 31, 2025, subject to the award agreement.

Positive

• Director received 8,047 shares via RSU settlement at $0.00, increasing direct ownership to 362,092 shares
• RSU schedule disclosed with original grant size (193,115 RSUs) and clear vesting timeline through December 31, 2025

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider vesting increased direct holdings; no cash paid and no new option exercises reported.

The Form 4 documents a standard vesting event and issuance of shares to an executive director. The transaction code reported is "M" and the shares were acquired at a $0.00 price, consistent with the conversion/settlement of restricted stock units rather than an open-market purchase. The result is a higher direct share count of 362,092 and 24,139 derivative shares held via outstanding RSUs. For investors, this is a non-cash compensation settlement and not an indicator of a market sale or external financing.

Corporate Governance Expert

TL;DR: Governance process appears routine: RSU grant schedule and settlement follow disclosed award terms.

The filing includes the explanatory note detailing the original RSU grant dated January 23, 2024 and the scheduled vesting timeline through December 31, 2025. The settlement of 8,047 RSUs into shares and the continued existence of outstanding RSUs align with typical executive compensation mechanisms. The Form 4 is properly signed by an attorney-in-fact, indicating administrative compliance. No departures from standard disclosure practice are evident in the filing.

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).

1. Name and Address of Reporting Person^*

Johnson Dwayne D.

(Last) (First) (Middle)

C/O TKO GROUP HOLDINGS, INC.

(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)
09/30/2025

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	09/30/2025		M		8,047	A	$0	362,092	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	(1)	09/30/2025		M			8,047	(2)	(2)	Class A Common Stock	8,047	$0.00	24,139	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. On January 23, 2024, the Reporting Person was granted 193,115 RSUs, one half of which vested on December 31, 2024. The remaining portion of the RSUs vest in three substantially equal monthly installments on the last day of the month through December 31, 2025. These RSUs are subject to potential acceleration or forfeiture in accordance with the terms of that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement, dated as of January 22, 2024, between the Issuer and the Reporting Person.

	/s/ Robert Hilton, Attorney-in-fact	09/30/2025
	** 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.
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FAQ

What transaction did Dwayne D. Johnson report on Form 4 for TKO (TKO)?

The Form 4 reports the acquisition/settlement of 8,047 shares of Class A common stock on 09/30/2025, related to vested RSUs.

How many shares does Dwayne D. Johnson beneficially own after the reported transaction?

Following the reported transaction the filing shows 362,092 shares beneficially owned directly and 24,139 derivative shares via RSUs.

What was the price paid for the shares reported on the Form 4?

The shares issued on 09/30/2025 were reported at a price of $0.00, consistent with RSU settlement.

What is the origin and schedule of the RSUs mentioned in the filing?

The RSUs were granted on January 23, 2024 totaling 193,115 units; half vested on December 31, 2024 and the remainder vests in three substantially equal monthly installments through December 31, 2025.

Who signed the Form 4 filing for the reporting person?

The filing is signed by /s/ Robert Hilton, Attorney-in-fact dated 09/30/2025.