TKO Group Holdings (TKO) deputy CFO reports 10b5-1 stock sales

Rhea-AI Filing Summary

TKO Group Holdings deputy CFO Shane Kapral reported equity transactions involving Class A common stock and restricted stock units. On January 20, 2026, he exercised RSUs that converted into 442 and 2,326 shares of Class A common stock at an exercise price of $0 per share. That same day, he sold 613 shares at a weighted average price of $203.77 per share under a Rule 10b5-1 trading plan adopted on March 7, 2025. On January 22, 2026, he sold an additional 1,238 shares at a weighted average price of $201.98 per share pursuant to a prior Rule 10b5-1 instruction letter related to tax withholding. Following these transactions, he directly held 4,048 shares of TKO Group Holdings Class A common stock.

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^*

Kapral Shane

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Deputy Chief Financial Officer

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		442	A	$0	3,573	D
Class A Common Stock	01/20/2026		M		2,326	A	$0	5,899	D
Class A Common Stock	01/20/2026		S		613(1)	D	$203.77	5,286	D
Class A Common Stock	01/22/2026		S		1,238(2)	D	$201.98(3)	4,048	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	(4)	01/20/2026		M			442	(5)	(5)	Class A Common Stock	442	$0	442	D
Restricted Stock Unit	(4)	01/20/2026		M			2,326	(6)	(6)	Class A Common Stock	2,326	$0	4,655	D

Explanation of Responses:

1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025.

2. 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.

3. 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.

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

5. On February 21, 2024, the Reporting Person was granted 1,325 RSUs, vesting in three near equal annual installments beginning on January 20, 2025.

6. On January 16, 2025, the Reporting Person was granted 6,981 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).
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FAQ

Who is the insider in this TKO (TKO) Form 4 filing?

The filing reports transactions by Shane Kapral, who serves as Deputy Chief Financial Officer of TKO Group Holdings, Inc.

What stock transactions did TKO deputy CFO Shane Kapral report?

He reported the exercise of restricted stock units into Class A common stock and the sale of 613 shares on January 20, 2026 and 1,238 shares on January 22, 2026 at weighted average prices of $203.77 and $201.98 per share, respectively.

Were the TKO stock sales by Shane Kapral under a Rule 10b5-1 plan?

Yes. The January 20, 2026 sale of 613 shares was effected under a Rule 10b5-1 trading plan adopted on March 7, 2025, and the January 22, 2026 sale of 1,238 shares followed a Rule 10b5-1 instruction letter entered into on November 14, 2023.

How many TKO shares does Shane Kapral own after these Form 4 transactions?

After the reported transactions, Shane Kapral directly beneficially owned 4,048 shares of TKO Group Holdings Class A common stock.

What are the restricted stock units (RSUs) mentioned in the TKO Form 4?

Each restricted stock unit (RSU) represents a contingent right to receive one share of TKO Class A common stock. The filing notes RSU grants of 1,325 units on February 21, 2024 and 6,981 units on January 16, 2025, each vesting in three annual installments beginning January 20, 2025 and January 20, 2026, respectively.

Is the TKO insider ownership in this Form 4 direct or indirect?

The transactions and resulting holdings reported in this Form 4 are shown as held directly (D) by Shane Kapral, with no separate indirect ownership entity noted.