Nick Khan of TKO (NYSE: TKO) sells 7,744 shares to cover taxes

Rhea-AI Filing Summary

TKO Group Holdings director Nick Khan reported equity award activity and a related share sale. On January 20, 2026, 13,960 restricted stock units were exercised into Class A common stock at an exercise price of $0. On January 22, 2026, he sold 7,744 Class A shares at a weighted average price of $201.98 under a pre-arranged Rule 10b5-1 instruction letter to cover tax withholding on previously granted equity awards.

After these transactions, Khan directly held 129,083.834 shares of Class A common stock and 27,922 restricted stock units. The RSU position stems from a grant of 41,882 RSUs on January 16, 2025, which vest in three equal annual installments starting on January 20, 2026, with each RSU representing the right to receive one Class A share.

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)
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		13,960	A	$0	136,827.834	D
Class A Common Stock	01/22/2026		S		7,744(1)	D	$201.98(2)	129,083.834	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			13,960	(4)	(4)	Class A Common Stock	13,960	$0.00	27,922	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 41,882 RSUs, vesting in three equal annual installments beginning on January 20, 2026.

	/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).
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 insider transaction did TKO (TKO) director Nick Khan report?

Nick Khan reported the exercise of 13,960 restricted stock units into Class A common stock on January 20, 2026 and the sale of 7,744 Class A shares on January 22, 2026 at a weighted average price of $201.98.

Why did Nick Khan sell 7,744 shares of TKO (TKO) stock?

The 7,744-share sale was executed under a Rule 10b5-1 instruction letter entered into on November 14, 2023 to satisfy Nick Khan’s tax withholding obligation related to the vesting of previously granted equity awards.

How many TKO (TKO) shares does Nick Khan own after this Form 4?

Following the reported transactions, Nick Khan directly owned 129,083.834 shares of TKO Class A common stock and 27,922 restricted stock units.

What are the terms of Nick Khan’s restricted stock units at TKO (TKO)?

On January 16, 2025, Nick Khan was granted 41,882 restricted stock units that vest in three equal annual installments beginning on January 20, 2026. Each RSU represents a contingent right to receive one share of TKO Class A common stock.

Were the TKO (TKO) insider transactions reported by Nick Khan direct or indirect?

All reported holdings and transactions, including the 13,960 RSU exercise and the 7,744-share sale, are listed as direct ownership for Nick Khan.

What does the weighted average price of $201.98 mean in Nick Khan’s TKO (TKO) sale?

The $201.98 figure is a weighted average sale price for the 7,744 shares sold. The filing notes that detailed per-price information will be provided to the issuer, its security holders, or the SEC staff upon request.