Mark S. Shapiro - 31 Dec 2025 Form 4 Insider Report for TKO Group Holdings, Inc. (TKO)

Role
President and Chief Operating Officer., Director
Signature
/s/ Robert Hilton, Attorney-in-fact
Issuer symbol
TKO
Transactions as of
31 Dec 2025
Net transactions value
-$6,535,050
Form type
4
Filing time
05 Jan 2026, 21:30:49 UTC
Previous filing
19 Aug 2025
Next filing
22 Jan 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
SHAPIRO MARK S President and Chief Operating Officer., Director C/O TKO GROUP HOLDINGS, INC., 200 FIFTH AVENUE, 7TH FLOOR, NEW YORK /s/ Robert Hilton, Attorney-in-fact 05 Jan 2026 0001345978

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TKO Class A Common Stock Options Exercise $0 +63,187 +86% $0.000000 136,864 31 Dec 2025 Direct
transaction TKO Class A Common Stock Sale $6,535,050 -32,022 -23% $204.08 104,842 05 Jan 2026 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TKO Restricted Stock Unit Options Exercise $0 -63,187 -33% $0.000000 126,375 31 Dec 2025 Class A Common Stock 63,187 Direct F3, F4
transaction TKO Restricted Stock Unit Award $0 +59,964 $0.000000 59,964 01 Jan 2026 Class A Common Stock 59,964 Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
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 January 21, 2024, the Reporting Person was granted 252,749 RSUs, vesting in four equal annual installments beginning on December 31, 2024.
F5 The RSUs will vest in three equal annual installments beginning on January 1, 2027.

Remarks:

President and Chief Operating Officer.