Form 4: TKO Director Nick Khan Sells Over 54,000 Shares Under Pre-Arranged Plans

TKO Group Holdings, Inc. Director Nick Khan sold a total of 54,687 shares of Class A Common Stock across multiple transactions in July 2025, primarily under Rule 10b5-1 plans.

Summary

• On July 21, 2025, Nick Khan, a Director of TKO Group Holdings, Inc., disposed of 45,168 shares of Class A Common Stock at a weighted average price of $170.82 per share. This sale was executed pursuant to a Rule 10b5-1 instruction letter dated November 14, 2023, specifically to satisfy tax withholding obligations upon the vesting of previously granted equity awards.
• On July 22, 2025, Nick Khan conducted three separate sales of Class A Common Stock under a Rule 10b5-1 trading plan adopted on March 3, 2025.
• The first sale on July 22, 2025, involved 5,277 shares at a weighted average price of $166.93, with individual transaction prices ranging from $166.47 to $167.43.
• The second sale on July 22, 2025, involved 3,942 shares at a weighted average price of $167.84, with individual transaction prices ranging from $167.47 to $168.42.
• The third sale on July 22, 2025, involved 300 shares at a weighted average price of $168.67, with individual transaction prices ranging from $168.52 to $168.89.
• Following these reported transactions, Nick Khan beneficially owns 146,975.179 shares of Class A Common Stock directly.

Sentiment

Score: 5

Explanation: The sales are primarily attributed to pre-arranged Rule 10b5-1 plans and tax obligations, which are routine for executives and do not necessarily indicate a change in management's outlook on the company's prospects. Therefore, the sentiment is neutral.

Negatives

• The sales by a director reduce the overall insider ownership percentage in the company.

Risks

• While the sales were pre-planned, a reduction in insider holdings could be perceived by some investors as a slight decrease in management's direct financial alignment with shareholder interests, though this is mitigated by the stated reasons for the sales.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

Insider stock sales, particularly those conducted under Rule 10b5-1 plans or for tax obligations, are common and routine occurrences across all industries for executives and directors. These transactions are typically pre-scheduled and do not necessarily reflect new information about the company's operational performance or outlook.

Stakeholder Impact

• Shareholders: The transactions represent a reduction in direct insider ownership, but the pre-planned nature and tax-related reasons mitigate concerns about management confidence.

Key Dates

Recommendation

The reported transactions are routine insider sales conducted under pre-arranged Rule 10b5-1 plans and for tax withholding purposes. These sales do not suggest a change in the company's fundamental outlook or performance, nor do they provide new information that would warrant a change in investment recommendation. Investors should continue to hold based on broader company fundamentals and market conditions.

Keywords

TKO Group Holdings, Nick Khan, Insider Trading, Form 4, Stock Sale, Equity Awards, 10b5-1 Plan, Director, Share Disposal