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

Rhea-AI Filing Summary

TKO Group Holdings, Inc.'s Chief Financial Officer reported equity award activity and a related share sale. On 12/31/2025, 12,415 shares of Class A common stock were acquired at an exercise price of $0 upon vesting of previously granted restricted stock units. After this transaction, the officer directly held 21,978 shares.

On 01/05/2026, 5,739 Class A shares were sold at a weighted average price of $204.08, leaving 16,239 shares held directly. The filing states this sale was made under a Rule 10b5-1 instruction letter entered on November 14, 2023 to cover tax withholding tied to vesting equity awards. The officer also holds RSUs, including 37,244 RSUs granted on November 6, 2023 that vest in three equal annual installments beginning December 31, 2024, and 38,377 RSUs that will vest in three equal annual installments beginning January 1, 2027.

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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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^*

Schleimer Andrew M

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		M		12,415	A	$0	21,978	D
Class A Common Stock	01/05/2026		S		5,739(1)	D	$204.08(2)	16,239	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)	12/31/2025		M			12,415	(4)	(4)	Class A Common Stock	12,415	$0.00	12,415	D
Restricted Stock Unit	(3)	01/01/2026		A		38,377		(5)	(5)	Class A Common Stock	38,377	$0.00	38,377	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 November 6, 2023, the Reporting Person was granted 37,244 RSUs, vesting in three equal annual installments beginning on December 31, 2024.

5. The RSUs will vest in three equal annual installments beginning on January 1, 2027.

	/s/ Robert Hilton, Attorney-in-fact	01/05/2026
	** 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 TKO (TKO) disclose for its Chief Financial Officer?

The Chief Financial Officer reported the vesting of 12,415 restricted stock units into Class A common stock on 12/31/2025 at an exercise price of $0, and the sale of 5,739 Class A shares on 01/05/2026 at a weighted average price of $204.08.

How many TKO (TKO) shares does the officer hold after the reported transactions?

Following the reported transactions, the Chief Financial Officer directly beneficially owns 16,239 shares of TKO Class A common stock.

Was the TKO (TKO) insider sale under a Rule 10b5-1 trading plan?

Yes. The filing states the sale was effected under a Rule 10b5-1 instruction letter entered on November 14, 2023, intended to satisfy the officer's tax withholding obligation upon vesting of equity awards.

What restricted stock unit (RSU) awards are reported for the TKO (TKO) officer?

The officer was granted 37,244 RSUs on November 6, 2023, vesting in three equal annual installments beginning on December 31, 2024, and 38,377 RSUs that will vest in three equal annual installments beginning on January 1, 2027.

How many TKO (TKO) shares underlie the RSUs that vested on 12/31/2025?

On 12/31/2025, 12,415 restricted stock units vested and were settled into 12,415 shares of TKO Class A common stock.

What does each TKO (TKO) restricted stock unit represent in this filing?

Each restricted stock unit reported represents a contingent right to receive one share of TKO's Class A common stock.