TKO Group Holdings (TKO) CEO Ariel logs RSU vesting and tax withholding

Rhea-AI Filing Summary

TKO Group Holdings Chief Executive Officer and director Emanuel Ariel reported equity award activity involving Class A common stock and restricted stock units (RSUs). On January 20, 2026, RSUs covering 9,688 and 63,985 shares were converted into an equal number of Class A shares at an exercise price of $0 per share.

On January 22, 2026, 39,768 Class A shares were disposed of at $203.41 per share, representing shares automatically withheld to satisfy tax withholding obligations upon vesting of prior equity awards. After these transactions, Ariel directly owned 143,850 shares of Class A common stock and held RSUs covering 9,688 and 127,974 shares.

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

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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^*

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)
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		9,688	A	$0	119,633	D
Class A Common Stock	01/20/2026		M		63,985	A	$0	183,618	D
Class A Common Stock	01/22/2026		F(1)		39,768	D	$203.41	143,850	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	(2)	01/20/2026		M			9,688	(3)	(3)	Class A Common Stock	9,688	$0	9,688	D
Restricted Stock Unit	(2)	01/20/2026		M			63,985	(4)	(4)	Class A Common Stock	63,985	$0	127,974	D

Explanation of Responses:

1. Represents shares automatically withheld to satisfy tax withholding obligations upon the vesting of previously granted equity awards.

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

3. On February 22, 2024, the Reporting Person was granted 29,064 RSUs, vesting in three equal annual installments beginning on January 20, 2025.

4. On January 16, 2025, the Reporting Person was granted 191,959 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
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FAQ

What equity transactions did TKO CEO Emanuel Ariel report on this Form 4 for TKO?

Emanuel Ariel reported the conversion of restricted stock units (RSUs) into Class A common stock and a related tax withholding. On January 20, 2026, RSUs covering 9,688 and 63,985 shares were exercised at an exercise price of $0 per share into Class A common stock. On January 22, 2026, 39,768 Class A shares were disposed of in a transaction coded F, tied to tax withholding.

How many TKO shares were withheld for taxes in Emanuel Ariels filing?

The filing shows that 39,768 shares of Class A common stock were disposed of on January 22, 2026 at $203.41 per share under transaction code F. A footnote explains this represents shares automatically withheld to satisfy tax withholding obligations upon the vesting of previously granted equity awards.

How many TKO shares does Emanuel Ariel own after these transactions?

Following the reported transactions, Emanuel Ariel directly owned 143,850 shares of TKO Group Holdings, Inc. Class A common stock. This figure is shown as the amount of non-derivative securities beneficially owned after the tax withholding transaction on January 22, 2026.

What RSU positions related to TKO does Emanuel Ariel hold after the reported activity?

After the transactions, Ariel held RSUs covering 9,688 shares and 127,974 shares of Class A common stock. These RSUs stem from grants made on February 22, 2024 for 29,064 RSUs and on January 16, 2025 for 191,959 RSUs, each vesting in three equal annual installments beginning on January 20, 2025 and January 20, 2026, respectively.

What does a restricted stock unit (RSU) represent in the TKO CEOs Form 4?

The filing explains that each restricted stock unit (RSU) represents a contingent right to receive one share of TKO Group Holdings Class A common stock. As RSUs vest, they can be settled in shares, as reflected by the M (exercise or conversion) transactions on January 20, 2026.

What is Emanuel Ariels role at TKO Group Holdings as shown in this filing?

The reporting person, Emanuel Ariel, is identified as both a Director and an Officer of TKO Group Holdings, Inc., with the officer title of Chief Executive Officer. He is not marked as a 10% owner in this Form 4.