=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-08-17
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: TKO Group Holdings, Inc. (TKO)
CIK: 0001973266
--- Reporting Owner ---
Name: SHAPIRO MARK S
CIK: 0001345978
Role: Director, Officer (See Remarks)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-08-17 | Code: M (Exercise of derivative)
Shares: +36,984 | Price: $0.00
Shares Owned After: 166,191 | Ownership: D (Direct)
[Transaction #2]
Security: Class A Common Stock
Date: 2026-08-18 | Code: S (Open market sale)
Shares: -19,120 | Price: $194.39
Total Value: $3,716,736.80
Shares Owned After: 147,071 | Ownership: D (Direct)
Footnotes:
[F1] 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.
[F2] 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: 2026-08-17 | Code: M (Exercise of derivative)
Shares: -36,984 | Price: $0.00
Shares Owned After: 36,985 | Ownership: D (Direct)
Footnotes:
[F3] Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
[F4] On August 17, 2025, the Reporting Person was granted 73,969 RSUs, vesting in two near equal annual installments beginning on August 17, 2026.
[F4] On August 17, 2025, the Reporting Person was granted 73,969 RSUs, vesting in two near equal annual installments beginning on August 17, 2026.
--- Footnotes (Complete Index) ---
F1: 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.
F2: 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.
F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
F4: On August 17, 2025, the Reporting Person was granted 73,969 RSUs, vesting in two near equal annual installments beginning on August 17, 2026.
--- Signature ---
/s/ /s/ Robert Hilton, Attorney-in-fact (2026-08-19)
