=== 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: Khan Nick
CIK: 0001821220
Role: Director
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-08-17 | Code: M (Exercise of derivative)
Shares: +14,794 | Price: $0.00
Shares Owned After: 54,134 | Ownership: D (Direct)
Footnotes:
[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
[Transaction #2]
Security: Class A Common Stock
Date: 2026-08-18 | Code: S (Open market sale)
Shares: -8,248 | Price: $194.39
Total Value: $1,603,328.72
Shares Owned After: 45,886 | Ownership: D (Direct)
Footnotes:
[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.
[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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -400 | Price: $192.84
Total Value: $77,136.00
Shares Owned After: 45,486 | Ownership: D (Direct)
Footnotes:
[F4] 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 $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.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -300 | Price: $196.31
Total Value: $58,893.00
Shares Owned After: 45,186 | Ownership: D (Direct)
Footnotes:
[F4] 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 $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.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -1,000 | Price: $197.60
Total Value: $197,600.00
Shares Owned After: 44,186 | Ownership: D (Direct)
Footnotes:
[F4] 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 $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.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -1,400 | Price: $199.18
Total Value: $278,852.00
Shares Owned After: 42,786 | Ownership: D (Direct)
Footnotes:
[F4] 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 $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.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -600 | Price: $200.05
Total Value: $120,030.00
Shares Owned After: 42,186 | Ownership: D (Direct)
Footnotes:
[F4] 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 $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.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -2,246 | Price: $201.11
Total Value: $451,693.06
Shares Owned After: 39,940 | Ownership: D (Direct)
Footnotes:
[F4] 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 $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.
[Transaction #9]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -600 | Price: $201.91
Total Value: $121,146.00
Shares Owned After: 39,340 | Ownership: D (Direct)
Footnotes:
[F4] 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 $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.
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Unit
Date: 2026-08-17 | Code: M (Exercise of derivative)
Shares: -14,794 | Price: $0.00
Shares Owned After: 14,794 | Ownership: D (Direct)
Footnotes:
[F12] Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
[F13] On August 17, 2025, the Reporting Person was granted 29,588 RSUs, vesting in two equal annual installments beginning on August 17, 2026.
[F13] On August 17, 2025, the Reporting Person was granted 29,588 RSUs, vesting in two equal annual installments beginning on August 17, 2026.
--- Footnotes (Complete Index) ---
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
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.
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.
F12: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
F13: On August 17, 2025, the Reporting Person was granted 29,588 RSUs, vesting in two equal annual installments beginning on August 17, 2026.
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.
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.
F4: 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 $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.
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.
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.
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.
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.
--- Signature ---
/s/ /s/ Robert Hilton, Attorney-in-fact (2026-08-19)
