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

Rhea-AI Filing Summary

Emanuel Ariel, Chief Executive Officer and Director of TKO Group Holdings, Inc. (TKO), was granted 88,763 restricted stock units (RSUs) on 08/17/2025. Each RSU represents a contingent right to one share of Class A common stock. The award was made by the issuer's Compensation Committee "in recognition of the Reporting Person's role in connection with the Issuer's exceptional performance across its businesses." The RSUs will vest in two equal annual installments beginning on 08/17/2026. The Form 4 was filed by one reporting person and signed on behalf of Mr. Ariel by an attorney-in-fact on 08/19/2025.

Positive

• Grant of 88,763 RSUs explicitly recognizes the Reporting Person's role and the issuer's "exceptional performance"
• Clear vesting schedule: RSUs vest in two equal annual installments beginning 08/17/2026

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine executive equity award tied to past performance, with standard multi-year vesting to promote retention.

The Form 4 documents a grant of 88,763 RSUs to Emanuel Ariel, CEO and Director, disclosed as a recognition award from the Compensation Committee. The grant's two-year, equal-installment vesting schedule beginning one year after grant is a common structure to align executive incentives with multi-year performance and retention. The filing is procedural and provides the necessary disclosure under Section 16; it does not include additional terms such as accelerated vesting or performance conditions beyond the committee's stated rationale.

Compensation Analyst

TL;DR: Material-sized equity grant disclosed; vesting schedule and RSU mechanics are explicitly stated, no performance metrics disclosed.

The disclosure specifies that each RSU converts to one share of Class A common stock and that 88,763 RSUs were awarded on 08/17/2025, vesting in two equal annual installments starting 08/17/2026. The grant is described as recognition for the Reporting Person's role amid strong company performance. The Form 4 contains no additional performance-based vesting conditions or pricing because RSUs carry no exercise price; reporting is consistent with Section 16 requirements.

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).

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^*

Emanuel Ariel

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2025

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

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 Units	(1)	08/17/2025		A		88,763(2)		(3)	(3)	Class A Common Stock	88,763	$0	88,763	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. Represents an award of RSUs granted by the Issuer's Compensation Committee in recognition of the Reporting Person's role in connection with the Issuer's exceptional performance across its businesses.

3. The RSUs will vest in two equal annual installments beginning on August 17, 2026.

	/s/ Robert Hilton, Attorney-in-fact for Ariel Emanuel	08/19/2025
	** 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 did Emanuel Ariel report on Form 4 for TKO (TKO)?

The report discloses a grant of 88,763 RSUs to Emanuel Ariel on 08/17/2025, each representing one share of Class A common stock.

When do the RSUs granted to Emanuel Ariel vest?

The RSUs vest in two equal annual installments beginning on 08/17/2026.

Why were the RSUs awarded to the reporting person?

The award was granted by the issuer's Compensation Committee in recognition of the Reporting Person's role in connection with the Issuer's exceptional performance.

Who filed the Form 4 and when was it signed?

The Form 4 was filed by one reporting person and was signed on behalf of Emanuel Ariel by an attorney-in-fact on 08/19/2025.

Do the RSUs have an exercise price or conversion details?

Each RSU represents a contingent right to receive one share of Class A common stock and the reported price is $0, consistent with RSU mechanics.