Form 4: TKO COO Mark Shapiro Sells Shares Post-Vesting

TKO Group Holdings' President and COO, Mark Shapiro, sold 32,022 shares of Class A Common Stock at $204.08 to cover tax obligations following the vesting of equity awards.

Summary

• Mark S. Shapiro, President and Chief Operating Officer of TKO Group Holdings, Inc., reported transactions involving the company's Class A Common Stock and Restricted Stock Units (RSUs).
• On December 31, 2025, Shapiro acquired 63,187 shares of Class A Common Stock upon the vesting of RSUs at a price of $0.00.
• Following this acquisition, direct beneficial ownership of Class A Common Stock was 136,864 shares.
• On January 5, 2026, Shapiro sold 32,022 shares of Class A Common Stock at a weighted average price of $204.08 per share.
• This sale was executed under a Rule 10b5-1 plan established on November 14, 2023, specifically to satisfy tax withholding obligations related to the vesting of previously granted equity awards.
• After the sale, direct beneficial ownership of Class A Common Stock decreased to 104,842 shares.
• Additionally, on December 31, 2025, 63,187 RSUs vested, which were part of a grant of 252,749 RSUs from January 21, 2024, vesting in four equal annual installments.
• On January 1, 2026, Shapiro was granted 59,964 new RSUs, which will vest in three equal annual installments beginning January 1, 2027.

Sentiment

Score: 6

Explanation: The filing reports a routine insider transaction, specifically a sale to cover tax obligations from vested equity awards, which is a neutral event. The pre-planned nature via a 10b5-1 plan and the continued significant holdings by the executive prevent a negative sentiment, while no new positive operational news is presented.

Positives

• The sale was pre-planned under a Rule 10b5-1 plan, indicating a structured approach to managing equity compensation rather than a discretionary sale based on market sentiment.
• The sale was specifically for tax withholding obligations, which is a common and expected event for executives receiving equity compensation.
• The executive continues to hold a significant number of shares (104,842 Class A Common Stock) and has received new RSU grants (59,964 RSUs), demonstrating ongoing alignment with the company's performance.

Negatives

• A reduction in direct beneficial ownership of Class A Common Stock by 32,022 shares.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the vesting schedules of equity awards.

Industry Context

This Form 4 filing reflects routine insider transactions related to executive compensation, common across publicly traded companies, particularly those with significant equity-based incentive programs. It does not provide specific insights into broader industry trends for the entertainment or sports sectors where TKO Group Holdings operates, but rather details an individual executive's management of their equity holdings.

Stakeholder Impact

• Shareholders: The sale by an executive, even for tax purposes, slightly reduces insider ownership, but the pre-planned nature and continued holdings mitigate concerns.
• Employees: No direct impact on employees.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders.

Next Steps

• The remaining installments of the 252,749 RSUs granted on January 21, 2024, will vest annually after December 31, 2025.
• The 59,964 new RSUs granted on January 1, 2026, will vest in three equal annual installments beginning January 1, 2027.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-planned sale of shares by a key executive to cover tax obligations upon the vesting of equity awards. Such transactions are common and do not typically signal a change in management's outlook or the company's fundamentals. The executive continues to hold a substantial number of shares and has received new RSU grants, indicating ongoing alignment with shareholder interests. Therefore, the filing itself does not provide a basis for a change in investment recommendation; a 'hold' stance is appropriate, pending further operational or financial news.

Keywords

TKO Group Holdings, TKO, Mark Shapiro, Insider Trading, Form 4, Equity Compensation, Restricted Stock Units, RSU Vesting, Stock Sale, Rule 10b5-1