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

TKO Group (NYSE: TKO) COO sells shares under preset tax plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

TKO Group Holdings, Inc. (TKO) reported insider equity activity by President and Chief Operating Officer Mark S. Shapiro. On August 17, 2026, 36,984 Restricted Stock Units (RSUs), each representing one share of Class A common stock, were converted into 36,984 shares at $0.00 per share, with 36,985 RSUs reported as remaining afterward. On August 18, 2026, he sold 19,120 Class A shares at a weighted average price of $194.39 per share pursuant to a Rule 10b5-1 instruction letter entered into on November 14, 2023, to satisfy tax withholding obligations related to vesting equity awards.

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Insights

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Insider SHAPIRO MARK S
Role See Remarks
Sold 19,120 shs ($3.72M)
Approx. gross sale proceeds $3.72M
Type Security Shares Price Value
Sale Class A Common Stock F1, F2 19,120 $194.39 $3.72M
Exercise Restricted Stock Unit F3, F4 36,984 $0.00 $0.00
Exercise Class A Common Stock 36,984 $0.00 $0.00
Holdings After Transaction: Restricted Stock Unit — 36,985 shares (Direct); Class A Common Stock — 147,071 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. 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. F3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
  4. F4. On August 17, 2025, the Reporting Person was granted 73,969 RSUs, vesting in two near equal annual installments beginning on August 17, 2026.
Shares sold 19,120 shares Class A Common Stock sale on August 18, 2026
Sale price $194.39 per share Weighted average sale price for 19,120 Class A shares
RSUs converted 36,984 RSUs Converted into 36,984 Class A shares on August 17, 2026
RSUs remaining 36,985 RSUs Reported RSU balance following the August 17, 2026 conversion
RSU grant size 73,969 RSUs Grant to Mark S. Shapiro on August 17, 2025, vesting in two near equal annual installments
10b5-1 instruction date November 14, 2023 Date of Rule 10b5-1 instruction letter governing the August 18, 2026 sale
Rule 10b5-1 regulatory
"The sale was effected pursuant to a Rule 10b5-1 instruction letter"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Restricted Stock Unit financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
weighted average price financial
"The price reported in Column 4 is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
contingent right financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

FAQ

What insider transactions did TKO (TKO) report for Mark S. Shapiro?
Mark S. Shapiro converted 36,984 RSUs into Class A shares on August 17, 2026, and sold 19,120 Class A shares on August 18, 2026, in transactions reported for TKO Group Holdings, Inc.

At what price were the TKO (TKO) shares sold in the reported Form 4?
The 19,120 Class A shares were sold at a weighted average price of $194.39 per share. A footnote states the insider will provide full information on the number of shares sold at each separate price upon request.

Were the recent TKO (TKO) insider sales by Mark S. Shapiro under a Rule 10b5-1 plan?
Yes. A footnote states the sale was effected pursuant to a Rule 10b5-1 instruction letter entered into on November 14, 2023, indicating the sales followed a pre-established trading arrangement.

Why did Mark S. Shapiro sell TKO (TKO) shares in this Form 4?
The filing states the sale was made to satisfy tax withholding obligations upon the vesting of previously granted equity awards, indicating it was related to tax requirements tied to equity compensation.

What do the RSU transactions in the TKO (TKO) Form 4 represent?
Each RSU represents a contingent right to receive one share of Class A common stock. The reported transaction reflects 36,984 RSUs converting into an equal number of Class A shares at $0.00 per share, with RSUs remaining afterward.

How many RSUs does Mark S. Shapiro hold after the reported TKO (TKO) transactions?
After the RSU conversion, the filing reports 36,985 Restricted Stock Units remaining. These RSUs were part of a grant of 73,969 RSUs vesting in two near equal annual installments beginning August 17, 2026.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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*
SHAPIRO MARK S
(Last)(First)(Middle)
C/O TKO GROUP HOLDINGS, INC.
200 FIFTH AVENUE, 7TH FLOOR
(Street)
NEW YORK NEW YORK 10010
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
TKO Group Holdings, Inc. [ TKO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/17/2026M36,984A$0166,191D
Class A Common Stock08/18/2026S19,120(1)D$194.39(2)147,071D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(3)08/17/2026M36,984 (4) (4)Class A Common Stock36,984$0.0036,985D
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 August 17, 2025, the Reporting Person was granted 73,969 RSUs, vesting in two near equal annual installments beginning on August 17, 2026.
Remarks:
President and Chief Operating Officer.
/s/ Robert Hilton, Attorney-in-fact08/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR