=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-12
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: TKO Group Holdings, Inc. (TKO)
CIK: 0001973266
--- Reporting Owner ---
Name: Khan Nick
CIK: 0001821220
Role: Director
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -500 | Price: $199.37
Total Value: $99,685.00
Shares Owned After: 90,600.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F2] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.97 to $199.78 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.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -600 | Price: $200.31
Total Value: $120,186.00
Shares Owned After: 90,000.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F3] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.03 to $200.79 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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -400 | Price: $202.43
Total Value: $80,972.00
Shares Owned After: 89,600.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F4] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.84 to $202.79 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.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -789 | Price: $203.48
Total Value: $160,545.72
Shares Owned After: 88,811.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F5] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.17 to $204.07 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.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -800 | Price: $204.76
Total Value: $163,808.00
Shares Owned After: 88,011.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F6] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.28 to $205.11 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.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -100 | Price: $205.33
Total Value: $20,533.00
Shares Owned After: 87,911.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -300 | Price: $206.68
Total Value: $62,004.00
Shares Owned After: 87,611.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F7] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.52 to $206.76 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.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -600 | Price: $208.15
Total Value: $124,890.00
Shares Owned After: 87,011.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F8] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.55 to $208.54 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.
[Transaction #9]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -2,200 | Price: $209.02
Total Value: $459,844.00
Shares Owned After: 84,811.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F9] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.58 to $209.54 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.
[Transaction #10]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -1,100 | Price: $210.12
Total Value: $231,132.00
Shares Owned After: 83,711.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F10] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.62 to $210.58 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.
[Transaction #11]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -1,400 | Price: $211.25
Total Value: $295,750.00
Shares Owned After: 82,311.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F11] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.75 to $211.74 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.
[Transaction #12]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -300 | Price: $211.81
Total Value: $63,543.00
Shares Owned After: 82,011.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F12] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.78 to $211.83 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.
[Transaction #13]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -200 | Price: $213.34
Total Value: $42,668.00
Shares Owned After: 81,811.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[F13] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.25 to $213.42 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.
[Transaction #14]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -100 | Price: $214.93
Total Value: $21,493.00
Shares Owned After: 81,711.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
[Transaction #15]
Security: Class A Common Stock
Date: 2026-06-12 | Code: S (Open market sale)
Shares: -200 | Price: $216.06
Total Value: $43,212.00
Shares Owned After: 81,511.418 | Ownership: D (Direct)
Footnotes:
[F1] The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
--- Footnotes (Complete Index) ---
F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.62 to $210.58 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.
F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.75 to $211.74 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.
F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.78 to $211.83 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.
F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.25 to $213.42 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.
F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.97 to $199.78 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.
F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.03 to $200.79 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.
F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.84 to $202.79 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.
F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.17 to $204.07 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.
F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.28 to $205.11 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.
F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.52 to $206.76 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.
F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.55 to $208.54 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.
F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.58 to $209.54 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.
--- Signature ---
/s/ /s/ Robert Hilton, Attorney-in-fact (2026-06-16)
