Form 4: TKO Director Dwayne Johnson Converts RSUs

TKO Group Holdings Director Dwayne D. Johnson converted 8,047 restricted stock units into Class A common stock as part of a scheduled vesting.

Summary

• Dwayne D. Johnson, a Director of TKO Group Holdings, Inc., converted 8,047 Restricted Stock Units (RSUs) into Class A Common Stock.
• This transaction occurred on September 30, 2025, with the shares acquired at a price of $0, typical for RSU conversions.
• Following this conversion, Johnson directly owns 362,092 shares of Class A Common Stock.
• He also directly holds 24,139 Restricted Stock Units.
• The RSUs were initially granted on January 23, 2024, with half vesting on December 31, 2024, and the remaining portion vesting in three substantially equal monthly installments through December 31, 2025.

Sentiment

Score: 7

Explanation: A routine, positive event for the insider, reflecting standard compensation and increased direct ownership, which is generally viewed favorably as it aligns interests.

Positives

• Dwayne D. Johnson increased his direct beneficial ownership of TKO Group Holdings, Inc. Class A Common Stock by 8,047 shares through the conversion of Restricted Stock Units.
• The transaction reflects the ongoing vesting schedule of previously granted equity awards, aligning management incentives with shareholder interests.

Future Outlook

The remaining portion of the initially granted Restricted Stock Units will continue to vest in three substantially equal monthly installments on the last day of the month through December 31, 2025.

Industry Context

The conversion of Restricted Stock Units (RSUs) into common stock is a routine event in executive compensation, common across various industries. It demonstrates the exercise of previously granted equity awards, aligning the interests of company directors and executives with those of shareholders.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a widely adopted practice across public companies, including those in the entertainment and media sectors like TKO Group Holdings.
• The vesting schedule, with a portion vesting after an initial period and the remainder over subsequent months, is a standard mechanism designed to retain talent and incentivize long-term performance, comparable to practices at companies such as Disney, Netflix, or other major media conglomerates.
• The 'zero price' for the acquired shares is typical for RSU conversions, as the value is derived from the initial grant and subsequent stock price appreciation, rather than a cash purchase at the time of vesting.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders through greater direct stock ownership.
• Employees: Reflects standard equity compensation practices, potentially reinforcing confidence in the company's compensation structure.

Next Steps

• The remaining Restricted Stock Units will vest in three substantially equal monthly installments on the last day of the month through December 31, 2025.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-scheduled vesting and conversion of Restricted Stock Units by a director. It does not present new information that would fundamentally alter the investment thesis for TKO Group Holdings, Inc. While increased insider ownership is generally positive, this specific transaction is an expected part of an existing compensation plan and does not indicate a new strategic move or significant change in company prospects. Therefore, a 'Hold' recommendation is appropriate, as the filing confirms ongoing compensation practices without providing catalysts for a 'Buy' or 'Sell' decision.

Keywords

TKO Group Holdings, Dwayne Johnson, Insider Transaction, Restricted Stock Units, Equity Award, Director, Stock Conversion, Form 4