=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2025-12-31
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: 2025-12-31 | Code: M (Exercise of derivative)
Shares: +51,225 | Price: $0.00
Shares Owned After: 160,292.834 | Ownership: D (Direct)
[Transaction #2]
Security: Class A Common Stock
Date: 2026-01-05 | Code: S (Open market sale)
Shares: -5,317 | Price: $203.38
Total Value: $1,081,371.46
Shares Owned After: 154,975.834 | Ownership: D (Direct)
Footnotes:
[F1] The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025.
[F2] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.81 to $203.78 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 #3]
Security: Class A Common Stock
Date: 2026-01-05 | Code: S (Open market sale)
Shares: -3,361 | Price: $204.14
Total Value: $686,114.54
Shares Owned After: 151,614.834 | Ownership: D (Direct)
Footnotes:
[F1] The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025.
[F3] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.81 to $204.79 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: 2026-01-05 | Code: S (Open market sale)
Shares: -840 | Price: $205.09
Total Value: $172,275.60
Shares Owned After: 150,774.834 | Ownership: D (Direct)
Footnotes:
[F1] The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025.
[F4] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.81 to $205.31 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: 2026-01-05 | Code: S (Open market sale)
Shares: -27,907 | Price: $204.08
Total Value: $5,695,260.56
Shares Owned After: 122,867.834 | Ownership: D (Direct)
Footnotes:
[F5] 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.
[F6] 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 .
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Unit
Date: 2025-12-31 | Code: M (Exercise of derivative)
Shares: -51,225 | Price: $0.00
Shares Owned After: 51,226 | Ownership: D (Direct)
Footnotes:
[F7] Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
[F8] On November 22, 2023, the Reporting Person was granted 153,676 RSUs, vesting in three equal annual installments beginning on December 31, 2024.
[F8] On November 22, 2023, the Reporting Person was granted 153,676 RSUs, vesting in three equal annual installments beginning on December 31, 2024.
[Transaction #2]
Security: Restricted Stock Unit
Date: 2025-01-01 | Code: A (Grant or award)
Shares: +38,377 | Price: $0.00
Shares Owned After: 38,377 | Ownership: D (Direct)
Footnotes:
[F7] Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
[F9] The RSUs will vest in three equal annual installments beginning on January 1, 2027.
[F9] The RSUs will vest in three equal annual installments beginning on January 1, 2027.
--- Footnotes (Complete Index) ---
F1: The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025.
F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.81 to $203.78 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 $203.81 to $204.79 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 $204.81 to $205.31 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 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.
F6: 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 .
F7: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
F8: On November 22, 2023, the Reporting Person was granted 153,676 RSUs, vesting in three equal annual installments beginning on December 31, 2024.
F9: The RSUs will vest in three equal annual installments beginning on January 1, 2027.
--- Signature ---
/s/ /s/ Robert Hilton, Attorney-in-fact (2026-01-05)
