TKO Group (TKO) deputy CFO reports planned stock sales under Rule 10b5-1

Rhea-AI Filing Summary

TKO Group Holdings Deputy Chief Financial Officer Shane Kapral reported two open‑market sales of Class A common stock. On January 27, 2026, he sold 135 shares at a weighted average price of $201.85 and 480 shares at a weighted average price of $202.96.

Both transactions were executed under a pre‑arranged Rule 10b5-1 trading plan adopted on March 7, 2025. After these sales, Kapral directly beneficially owned 3,433 shares of TKO 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)
01/27/2026

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	01/27/2026		S		135(1)	D	$201.85(2)	3,913	D
Class A Common Stock	01/27/2026		S		480(1)	D	$202.96(3)	3,433	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 sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.36 to $202.14 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 $202.37 to $203.31 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	01/29/2026
	** 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) disclose in this Form 4?

TKO disclosed that Deputy Chief Financial Officer Shane Kapral sold Class A common stock in two open-market transactions on January 27, 2026. These sales were reported as routine insider transactions under Section 16 rules for company officers.

How many TKO (TKO) shares did Shane Kapral sell and at what prices?

Shane Kapral sold 135 TKO Class A shares at a weighted average price of $201.85 and 480 shares at a weighted average price of $202.96. Both trades occurred on January 27, 2026, in multiple executions within stated price ranges.

Does the TKO (TKO) Form 4 state that the trades were under a Rule 10b5-1 plan?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan adopted by Shane Kapral on March 7, 2025. Such pre-arranged plans allow executives to systematically sell shares according to predetermined instructions.

How many TKO (TKO) shares does Shane Kapral own after these transactions?

After the reported sales, Shane Kapral beneficially owned 3,433 shares of TKO Class A common stock directly. This figure reflects his holdings immediately following the January 27, 2026 transactions disclosed in the Form 4.

What does the weighted average price mean in the TKO (TKO) Form 4?

Weighted average price means each reported price reflects multiple trades at different prices during the day. The Form 4 notes shares were sold in ranges, and Kapral will provide exact trade-by-trade prices to the issuer, shareholders, or SEC staff upon request.

What is Shane Kapral’s role at TKO (TKO) mentioned in the filing?

The Form 4 identifies Shane Kapral as an officer of TKO Group Holdings, serving as Deputy Chief Financial Officer. As an executive officer, he is required to report transactions in TKO equity securities under Section 16 of the Exchange Act.