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

Rhea-AI Filing Summary

TKO Group Holdings insider report: Director Dwayne D. Johnson received 8,046 restricted stock units that were settled as 8,046 shares of Class A common stock on 08/31/2025 at no cash cost, increasing his direct beneficial ownership. The filing shows 354,045 shares of Class A common stock beneficially owned following a separate non-derivative acquisition and 32,186 Class A shares beneficially owned following the RSU settlement. The RSUs stem from a 193,115 grant made on January 23, 2024, one half of which vested December 31, 2024, with the remaining portion vesting in monthly installments through December 31, 2025, and remain subject to the original award terms.

Positive

• 8,046 RSUs settled into shares, increasing the director's direct ownership without cash outlay
• Vesting followed the stated schedule from the January 23, 2024 grant, indicating expected compensation execution

Negative

• RSUs remain subject to potential acceleration or forfeiture per the award agreement, which could affect final ownership
• No indication of market purchase — change in holdings is compensation-based rather than an open-market insider buy

Insights

Securities Analyst

TL;DR: Director acquired 8,046 shares via RSU settlement, modestly increasing direct holdings; transaction appears routine and non-cash.

The filing documents a routine vesting/settlement event: an 8,046 RSU settlement converted to shares at $0 on 08/31/2025. The underlying RSU grant totaled 193,115 units with staggered vesting through December 31, 2025. The transaction increases the director's direct stake to the reported levels and carries no purchase price, indicating compensation-related issuance rather than market purchase. No disposition codes or sales are reported, and the form is signed by an attorney-in-fact.

Corporate Governance Expert

TL;DR: Compensation-related equity vesting aligns with prior grant schedule; award remains subject to standard acceleration/forfeiture provisions.

The statement confirms the RSUs were part of a January 23, 2024 grant and follow the documented vesting schedule: half vested end-2024, remainder in monthly installments through end-2025. The explanatory note explicitly states these RSUs are subject to potential acceleration or forfeiture per the award agreement, which is standard but relevant for governance oversight. The filing contains no indication of unusual acceleration or special treatment.

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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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)
08/31/2025

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	08/31/2025		M		8,046	A	$0	354,045	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)	08/31/2025		M			8,046	(2)	(2)	Class A Common Stock	8,046	$0.00	32,186	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 remaining portion of the RSUs vest in four substantially equal monthly installments on the last day of the month through December 31, 2025. These RSUs are subject to potential acceleration or forfeiture in accordance with the terms of that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement, dated as of January 22, 2024, between the Issuer and the Reporting Person.

	/s/ Robert Hilton, Attorney-in-fact	09/03/2025
	** 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.
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FAQ

What did Dwayne D. Johnson report on Form 4 for TKO (TKO)?

The Form 4 reports the settlement of 8,046 restricted stock units into 8,046 shares of Class A common stock on 08/31/2025 at a reported price of $0.

How many RSUs were originally granted to the reporting person?

The filing states an original grant of 193,115 RSUs awarded on January 23, 2024.

What is the reporting person’s beneficial ownership after the transaction?

Following the reported transaction, the filing shows 354,045 Class A shares beneficially owned after a non-derivative acquisition and 32,186 Class A shares following the RSU settlement as reported in Table II.

Are these shares purchased or compensation-related?

These shares resulted from the settlement of RSUs and were reported at a price of $0, indicating a compensation-related issuance rather than an open-market purchase.

Do the RSUs have any conditions or restrictions?

Yes, the explanatory section states the RSUs are subject to potential acceleration or forfeiture under the terms of the Restricted Stock Unit Award Agreement.