[SCHEDULE 13G] TKO Group Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Filing: Schedule 13G/A (Amendment 4) disclosing passive beneficial ownership in BJ’s Wholesale Club Holdings Inc. (BJ) as of 30 Jun 2025.

Reporting persons: FMR LLC and its chair & CEO Abigail P. Johnson.

• Shares beneficially owned: 12,172,194.06 common shares.
• Ownership percentage: 9.2 % of BJ’s outstanding stock.
• Sole voting power: 10,408,774.58 shares.
• Sole dispositive power: 12,172,194.06 shares.
• Shared voting & dispositive power: 0 shares.

The stake is held in the ordinary course of business with no intent to influence control, satisfying Rule 13d-1(b) passive-investor criteria. Certification notes that other Fidelity-managed accounts may receive dividends or sale proceeds, but no single account exceeds 5 % ownership. Signatures dated 5 Aug 2025 were executed by attorney-in-fact Richard Bourgelas. Exhibit 99 lists relevant subsidiaries.

Positive

• FMR LLC and Abigail P. Johnson disclose a 9.2% (12.17 M-share) passive stake in BJ, reflecting substantial institutional confidence and potential voting support.

Negative

• None.

Insights

Securities Analyst

TL;DR: Fidelity discloses 9.2% passive stake in BJ; confirms solid institutional support, but does not alter control dynamics or near-term fundamentals.

FMR’s 12.17 M-share position places it among BJ’s largest shareholders, improving free-float liquidity and potentially stabilising the share register. Because the filing is on Schedule 13G, Fidelity affirms a passive stance, reducing the likelihood of activist actions. No purchase price, timing detail or prior stake comparison is provided, so valuation impact is muted. Overall, the news is informational rather than transformational.

Corporate Governance Expert

TL;DR: Single investor now controls nearly 10% of votes; passive status limits activism risk yet provides meaningful influence on key proposals.

The 9.2% holding gives FMR voting power over more than one-tenth of BJ’s shares, enough to sway routine resolutions or support management during proxy contests. Absence of shared power means decisions remain centralised within Fidelity. The lack of intent to influence control keeps governance risk low, but management must remain attuned to Fidelity’s expectations on ESG and capital allocation. Investors should track any migration from 13G to 13D that could signal a strategic shift.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

TKO Group Holdings, Inc.

(Name of Issuer)

Common Stock, USD 0.01

(Title of Class of Securities)

87256C101

(CUSIP Number)

07/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 87256C101

1

Names of Reporting Persons

Ninety One UK Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,856,927.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,156,261.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,156,261.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.3 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. 87256C101

1

Names of Reporting Persons

Ninety One Plc

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,912,296.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,217,918.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,217,918.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.38 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TKO Group Holdings, Inc.
(b)	Address of issuer's principal executive offices: 200 Fifth Avenue, New York City, United States, 10010
Item 2.
(a)	Name of person filing: Ninety One UK Limited
(b)	Address or principal business office or, if none, residence: Ninety One UK Limited 55 Gresham Street London EC2V 7HB United Kingdom
(c)	Citizenship: United Kingdom
(d)	Title of class of securities: Common Stock, USD 0.01
(e)	CUSIP No.: 87256C101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 5,217,918
(b)	Percent of class: 6.38%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,912,296
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 5,217,918
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Ninety One UK Limited has dispositive power over 5% in its capacity as discretionary investment adviser to its various clients and funds. Ninety One Plc is the parent entity of Ninety One UK Limited.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ninety One UK Ltd

Signature:	/s/ Richard Brearley
Name/Title:	Richard Brearley / Head of Compliance
Date:	08/05/2025

Ninety One Plc

Signature:	/s/ Adam Fletcher
Name/Title:	Adam Fletcher / General Counsel
Date:	08/05/2025

Exhibit Information

Exhibit 99.1 - Joint Filing Agreement

FAQ

How many BJ shares does FMR LLC own according to the Aug-5-2025 Schedule 13G/A?

12,172,194.06 common shares are reported as beneficially owned.

What percentage of BJ’s outstanding stock is held by FMR LLC?

The filing states a holding of 9.2 % of the common shares.

Does FMR LLC have shared voting power over BJ shares?

No. Shared voting power is reported as 0 shares; all voting authority is sole.

Who signed the Schedule 13G/A for FMR LLC and Abigail P. Johnson?

Both signature blocks were executed by Richard Bourgelas under a May 23 2023 Power of Attorney.

Does the filing indicate an intent to influence control of BJ’s Wholesale Club?

The certification affirms the shares are held in the ordinary course and not for the purpose of changing or influencing control.