Form 4: TKO CFO's Equity Transactions: RSU Vesting & Tax-Related Sale

TKO Group Holdings' CFO, Andrew M. Schleimer, reported the vesting of restricted stock units and a subsequent sale of shares to cover tax obligations.

Summary

• Andrew M. Schleimer, Chief Financial Officer of TKO Group Holdings, Inc. (TKO), reported changes in his beneficial ownership of Class A Common Stock.
• On December 31, 2025, Mr. Schleimer acquired 12,415 shares of Class A Common Stock upon the vesting of restricted stock units (RSUs) at a price of $0.00 per share.
• These 12,415 RSUs were part of a larger grant of 37,244 RSUs made on November 6, 2023, which vest in three equal annual installments beginning December 31, 2024.
• Following this acquisition, Mr. Schleimer beneficially owned 21,978 shares of Class A Common Stock.
• On January 5, 2026, Mr. Schleimer sold 5,739 shares of Class A Common Stock at a weighted average price of $204.08 per share.
• This sale was executed pursuant to a Rule 10b5-1 instruction letter, established on November 14, 2023, specifically to satisfy tax withholding obligations arising from the vesting of previously granted equity awards.
• After the sale, Mr. Schleimer's direct beneficial ownership of Class A Common Stock was 16,239 shares.
• Additionally, on January 1, 2026, Mr. Schleimer was granted 38,377 new Restricted Stock Units (RSUs) at a price of $0.00 per unit.
• These newly granted RSUs will vest in three equal annual installments, commencing on January 1, 2027.
• Following this RSU grant, Mr. Schleimer beneficially owned 38,377 derivative securities (RSUs).

Sentiment

Score: 6

Explanation: The filing reports routine, pre-planned executive compensation and tax-related transactions. The grant of new RSUs is a positive for executive retention, while the sale for tax purposes is a neutral, expected event. No significant positive or negative impact on company fundamentals is indicated.

Positives

• The grant of 38,377 new Restricted Stock Units (RSUs) on January 1, 2026, demonstrates ongoing executive compensation and retention efforts by TKO Group Holdings.
• The vesting of 12,415 RSUs reflects the realization of previously granted equity compensation for the CFO.

Negatives

• The sale of 5,739 shares of Class A Common Stock, while for tax purposes, results in a reduction of the CFO's direct equity ownership in the company.

Future Outlook

The future outlook includes the vesting of 38,377 Restricted Stock Units in three equal annual installments beginning January 1, 2027, providing visibility into future executive compensation.

Industry Context

These transactions are typical for executives in publicly traded companies, involving the vesting of equity awards as part of compensation and subsequent sales to cover tax liabilities, often pre-arranged through Rule 10b5-1 plans to avoid accusations of insider trading.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of executive compensation is a standard practice across various industries, including media and entertainment, aligning executive incentives with shareholder value.
• The establishment of a Rule 10b5-1 plan for the sale of shares to cover tax withholding obligations upon equity award vesting is a common and accepted practice for corporate executives, demonstrating adherence to regulatory best practices for insider trading prevention.
• The vesting schedule of RSUs over multiple years is consistent with industry benchmarks for long-term incentive plans, aiming to retain key talent and encourage sustained performance.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine, pre-planned executive compensation and tax-related transactions, providing transparency into insider holdings.
• Employees: Reflects standard executive compensation practices, which can influence broader compensation strategies within the company.

Next Steps

• Future vesting of the remaining portions of the 37,244 RSU grant from November 6, 2023, in equal annual installments.
• Future vesting of the 38,377 RSU grant from January 1, 2026, in three equal annual installments beginning January 1, 2027.

Key Dates

Recommendation

The filing details routine, pre-planned insider transactions related to executive compensation and tax obligations. It does not indicate any fundamental changes to the company's operations, financial health, or strategic direction. The sale of shares was for tax purposes, not a reflection of a change in management's confidence. Therefore, a 'hold' recommendation is appropriate as this filing provides no new information to alter an investment thesis.

Keywords

TKO Group Holdings, TKO, Andrew Schleimer, CFO, Form 4, Restricted Stock Unit, RSU, Equity Compensation, Stock Sale, Insider Transaction, Rule 10b5-1, Tax Withholding