TKO Group (TKO) director converts RSUs, now holds 386,231 shares

Rhea-AI Filing Summary

TKO Group Holdings, Inc. insider equity update: A director of TKO Group Holdings, Inc. reported the settlement of restricted stock units into common shares. On 12/31/2025, 8,046 restricted stock units were converted (transaction code M) into 8,046 shares of Class A common stock at a stated price of $0, increasing the director’s directly held position to 386,231 Class A shares.

The filing notes that each restricted stock unit represents a contingent right to receive one share of Class A common stock. The reporting person had been granted 193,115 restricted stock units on January 23, 2024, with one half vesting on December 31, 2024 and the remaining units now fully vested.

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

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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).

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^*

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)
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		8,046	A	$0	386,231	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)	12/31/2025		M			8,046	(2)	(2)	Class A Common Stock	8,046	$0.00	0	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 remainder of the RSUs are fully vested.

	/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).
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FAQ

What insider transaction did TKO (TKO) report in this Form 4?

A director reported the settlement of 8,046 restricted stock units into 8,046 shares of Class A common stock of TKO Group Holdings, Inc. on 12/31/2025.

How many TKO (TKO) shares does the insider own after this transaction?

Following the reported transaction, the director beneficially owns 386,231 shares of TKO Group Holdings, Inc. Class A common stock directly.

What was the price for the TKO (TKO) shares received from the RSUs?

The 8,046 shares of TKO Class A common stock received upon RSU settlement were reported at a price of $0 per share in the Form 4.

What were the original terms of the RSU grant reported by TKO (TKO)?

On January 23, 2024, the reporting person was granted 193,115 restricted stock units, with one half vesting on December 31, 2024 and the remainder now fully vested.

What does each restricted stock unit represent for TKO (TKO)?

Each restricted stock unit (RSU) represents a contingent right to receive one share of TKO Group Holdings, Inc. Class A common stock.

What role does the reporting person have at TKO (TKO)?

The reporting person’s relationship to TKO Group Holdings, Inc. is disclosed as a Director of the company.