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

TKO Group (NYSE: TKO) director sells 14,794 vested shares

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

Rhea-AI Filing Summary

TKO Group Holdings, Inc. (TKO) director Nick Khan reported a series of equity award vesting and related share sales. On August 17, 2026, 14,794 restricted stock units converted into the same number of Class A common shares at $0 per share as part of a 29,588 RSU grant made on August 17, 2025, vesting in two equal annual installments beginning August 17, 2026.

On August 18–19, 2026, Khan sold an aggregate 14,794 shares of Class A common stock in multiple open-market transactions at weighted-average prices ranging from approximately $192.84 to $201.91 per share. The August 18 sale was effected under a Rule 10b5-1 instruction letter entered into November 14, 2023 to satisfy tax withholding on vesting equity awards, and the August 19 sales were made under a Rule 10b5-1 trading plan adopted March 13, 2026.

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Insider Khan Nick
Role Director
Sold 14,794 shs ($2.91M)
Approx. gross sale proceeds $2.91M
Type Security Shares Price Value
Sale Class A Common Stock F4, F5 400 $192.84 $77K
Sale Class A Common Stock F4, F6 300 $196.31 $59K
Sale Class A Common Stock F4, F7 1,000 $197.60 $198K
Sale Class A Common Stock F4, F8 1,400 $199.18 $279K
Sale Class A Common Stock F4, F9 600 $200.05 $120K
Sale Class A Common Stock F4, F10 2,246 $201.11 $452K
Sale Class A Common Stock F4, F11 600 $201.91 $121K
Sale Class A Common Stock F2, F3 8,248 $194.39 $1.60M
Exercise Restricted Stock Unit F12, F13 14,794 $0.00 $0.00
Exercise Class A Common Stock F1 14,794 $0.00 $0.00
Holdings After Transaction: Restricted Stock Unit — 14,794 shares (Direct); Class A Common Stock — 39,340 shares (Direct)
Footnotes (13)
  1. F1. The Reporting Person's beneficial ownership total has been updated to deduct a de minimis number of cash-settled fractional shares attributable to dividend equivalent units, which were inadvertently reported on the Reporting Person's prior Form 4
  2. F2. 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.
  3. F3. 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.
  4. F4. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.63 to $193.01 inclusive. 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 within the range set forth in this footnote.
  6. F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.84 to $196.71 inclusive. 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 within the range set forth in this footnote.
  7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.04 to $197.99 inclusive. 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 within the range set forth in this footnote.
  8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.71 to $199.60 inclusive. 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 within the range set forth in this footnote.
  9. F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.71 to $200.60 inclusive. 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 within the range set forth in this footnote.
  10. F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.77 to $201.76 inclusive. 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 within the range set forth in this footnote.
  11. F11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.81 to $202.00 inclusive. 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 within the range set forth in this footnote.
  12. F12. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
  13. F13. On August 17, 2025, the Reporting Person was granted 29,588 RSUs, vesting in two equal annual installments beginning on August 17, 2026.
Shares sold 14,794 shares Aggregate Class A shares sold on August 18–19, 2026
Sale price (example 1) $192.84 per share Weighted-average price for 400 shares sold on August 19, 2026
Sale price (example 2) $201.91 per share Weighted-average price for 600 shares sold on August 19, 2026
RSUs converted 14,794 RSUs Restricted stock units converting into 14,794 Class A shares on August 17, 2026
RSU grant size 29,588 RSUs Grant to Nick Khan on August 17, 2025, vesting in two equal annual installments
RSU conversion price $0.00 per share Exercise/conversion price for 14,794 RSUs into Class A common stock
Rule 10b5-1 trading plan regulatory
"The sale was effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
instruction letter regulatory
"pursuant to a Rule 10b5-1 instruction letter entered into on November 14, 2023"
restricted stock unit ("RSU") financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
beneficial ownership financial
"The Reporting Person's beneficial ownership total has been updated to deduct"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
dividend equivalent units financial
"cash-settled fractional shares attributable to dividend equivalent units"
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.

FAQ

What did TKO (TKO) director Nick Khan report in this Form 4?
Nick Khan reported vesting and conversion of 14,794 restricted stock units into Class A shares and the sale of 14,794 shares of TKO Group Holdings, Inc. stock in multiple transactions on August 18–19, 2026, all from direct holdings.

How many TKO (TKO) shares did Nick Khan sell and at what prices?
Khan sold a total of 14,794 Class A shares on August 18–19, 2026. The reported weighted-average sale prices ranged from about $192.84 to $201.91 per share, with detailed price ranges for each trade disclosed in the footnotes.

Were Nick Khan’s TKO (TKO) share sales under a Rule 10b5-1 plan?
Yes. The filing states that the August 18, 2026 sale followed a Rule 10b5-1 instruction letter dated November 14, 2023, and the August 19, 2026 sales were made under a Rule 10b5-1 trading plan adopted March 13, 2026.

What RSU activity did Nick Khan disclose for TKO (TKO)?
Khan disclosed that 14,794 restricted stock units converted into 14,794 Class A shares on August 17, 2026. These RSUs are part of a prior grant of 29,588 RSUs awarded on August 17, 2025, vesting in two equal annual installments beginning August 17, 2026.

Did the Form 4 change Nick Khan’s reported beneficial ownership in TKO (TKO)?
The filing notes that Khan’s beneficial ownership total was updated to deduct a de minimis number of cash-settled fractional shares tied to dividend equivalent units that had been inadvertently reported on a prior Form 4, refining but not quantifying his reported holdings.

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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*
Khan Nick
(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
Officer (give title below)Other (specify below)
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 Stock08/17/2026M14,794A$054,134(1)D
Class A Common Stock08/18/2026S8,248(2)D$194.39(3)45,886D
Class A Common Stock08/19/2026S400(4)D$192.84(5)45,486D
Class A Common Stock08/19/2026S300(4)D$196.31(6)45,186D
Class A Common Stock08/19/2026S1,000(4)D$197.6(7)44,186D
Class A Common Stock08/19/2026S1,400(4)D$199.18(8)42,786D
Class A Common Stock08/19/2026S600(4)D$200.05(9)42,186D
Class A Common Stock08/19/2026S2,246(4)D$201.11(10)39,940D
Class A Common Stock08/19/2026S600(4)D$201.91(11)39,340D
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(12)08/17/2026M14,794 (13) (13)Class A Common Stock14,794$0.0014,794D
Explanation of Responses:
1. The Reporting Person's beneficial ownership total has been updated to deduct a de minimis number of cash-settled fractional shares attributable to dividend equivalent units, which were inadvertently reported on the Reporting Person's prior Form 4
2. 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.
3. 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.
4. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.63 to $193.01 inclusive. 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 within the range set forth in this footnote.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.84 to $196.71 inclusive. 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 within the range set forth in this footnote.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.04 to $197.99 inclusive. 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 within the range set forth in this footnote.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.71 to $199.60 inclusive. 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 within the range set forth in this footnote.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.71 to $200.60 inclusive. 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 within the range set forth in this footnote.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.77 to $201.76 inclusive. 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 within the range set forth in this footnote.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.81 to $202.00 inclusive. 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 within the range set forth in this footnote.
12. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
13. On August 17, 2025, the Reporting Person was granted 29,588 RSUs, vesting in two equal annual installments beginning on August 17, 2026.
/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