Form 4: Dwayne Johnson Converts TKO RSUs to Common Stock

Dwayne D. Johnson, a director of TKO Group Holdings, Inc., converted 8,046 restricted stock units into Class A common stock, increasing his direct ownership.

Summary

• Dwayne D. Johnson, a Director of TKO Group Holdings, Inc., reported a change in beneficial ownership.
• On October 31, 2025, Johnson acquired 8,046 shares of Class A Common Stock through the conversion of Restricted Stock Units (RSUs).
• The transaction price for the acquired shares was $0, indicating a vesting or conversion event rather than a purchase.
• Following this transaction, Johnson directly beneficially owns 370,138 shares of Class A Common Stock.
• Concurrently, 8,046 Restricted Stock Units were disposed of (converted), leaving 16,093 RSUs beneficially owned directly.
• The RSUs represent a contingent right to receive one share of Class A common stock.
• Johnson was initially granted 193,115 RSUs on January 23, 2024, with half vesting on December 31, 2024.
• The remaining RSUs are scheduled to vest in two substantially equal monthly installments through December 31, 2025.

Sentiment

Score: 7

Explanation: This is a routine insider transaction involving the vesting and conversion of equity awards for a director. It reflects standard compensation practices and increases direct insider ownership, which is generally viewed positively as it aligns interests, but does not indicate any extraordinary operational or financial developments.

Positives

• Increased direct ownership by a director, Dwayne D. Johnson, which generally aligns management interests with shareholders.
• The conversion of RSUs into common stock is a standard compensation practice, indicating the fulfillment of equity award terms.

Risks

• The RSUs are subject to potential acceleration or forfeiture in accordance with the terms of the Restricted Stock Unit Grant Notice and Award Agreement dated January 22, 2024.

Future Outlook

The remaining portion of Dwayne D. Johnson's Restricted Stock Units will continue to vest in two substantially equal monthly installments on the last day of the month through December 31, 2025.

Industry Context

This transaction is a routine insider filing, common in publicly traded companies where directors and executives receive equity-based compensation. The conversion of Restricted Stock Units (RSUs) into common stock is a standard mechanism for long-term incentive plans, aligning the interests of key personnel with shareholder value.

Comparison to Industry Standards

• Equity compensation, particularly through Restricted Stock Units (RSUs), is a widely adopted practice across various industries, including entertainment and media, to incentivize and retain key executives and directors.
• The vesting schedule, with a portion vesting earlier and the remainder over a defined period, is typical for such awards, similar to practices at companies like Disney or Endeavor Group Holdings, which also operate in the entertainment and sports sectors.
• The conversion of RSUs at a $0 price upon vesting is standard, as the value is derived from the underlying stock price at the time of vesting, not a purchase price.

Related Party Transactions

• The conversion of Restricted Stock Units into common stock for Dwayne D. Johnson, a director, constitutes a related party transaction as it involves equity compensation from the issuer to a member of its board.

Stakeholder Impact

• Shareholders: May view the increased direct ownership by a director positively, as it strengthens alignment of interests.
• Employees: No direct impact mentioned, but reflects standard equity compensation practices for leadership.

Next Steps

• Remaining Restricted Stock Units (16,093) are scheduled to vest in substantially equal monthly installments through December 31, 2025.

Key Dates

Recommendation

This Form 4 reports a routine vesting and conversion of restricted stock units for a director, Dwayne D. Johnson, into common stock. While it increases his direct ownership, it is a scheduled compensation event and does not provide new fundamental information to alter an investment thesis. Therefore, a 'hold' recommendation is appropriate as this transaction alone does not signal a significant change in the company's outlook or valuation.

Keywords

TKO Group Holdings, Dwayne Johnson, Form 4, Insider Transaction, RSU Conversion, Stock Ownership, Director Equity, WWE, UFC