Form 4: TKO Director Nick Khan Sells Shares After RSU Vesting

TKO Group Holdings Director Nick Khan reported the acquisition of Class A Common Stock from vested restricted stock units and subsequent sales, including shares sold for tax obligations.

Summary

• Nick Khan, a Director of TKO Group Holdings, Inc., reported transactions involving the company's Class A Common Stock.
• On December 31, 2025, Khan acquired 51,225 shares of Class A Common Stock upon the vesting of Restricted Stock Units (RSUs) at a price of $0.0.
• Following this acquisition, Khan's direct beneficial ownership increased to 160,292.834 shares.
• On January 5, 2026, Khan sold a total of 37,425 shares of Class A Common Stock across four separate transactions.
• These sales included 5,317 shares at a weighted average price of $203.38, 3,361 shares at $204.14, and 840 shares at $205.09, all executed under a Rule 10b5-1 trading plan adopted on March 3, 2025.
• An additional 27,907 shares were sold at a weighted average price of $204.08 to satisfy tax withholding obligations related to the vesting of previously granted equity awards, pursuant to a Rule 10b5-1 instruction letter dated November 14, 2023.
• After these transactions, Khan's direct beneficial ownership stands at 122,867.834 shares of Class A Common Stock.
• Khan also holds 38,377 Restricted Stock Units acquired on January 1, 2025, which will vest in three equal annual installments starting January 1, 2027.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there are sales of shares, they are largely pre-planned under a 10b5-1 plan and for tax obligations, which are routine for executive compensation. The acquisition of shares through RSU vesting and the grant of new RSUs are positive indicators of ongoing equity compensation.

Positives

• Acquisition of 51,225 shares of Class A Common Stock through the vesting of Restricted Stock Units, indicating the realization of equity compensation.
• The existence of a Rule 10b5-1 trading plan and instruction letter demonstrates pre-planned transactions, reducing concerns about opportunistic insider selling.
• Grant of 38,377 additional Restricted Stock Units on January 1, 2025, indicating ongoing equity compensation.

Negatives

• Sale of a total of 37,425 shares of Class A Common Stock by a director, which reduces their direct ownership stake.
• A significant portion of the sales (27,907 shares) was specifically to cover tax withholding obligations, indicating a reduction in net shares received from vested awards.

Future Outlook

Nick Khan has additional Restricted Stock Units (38,377 RSUs granted on January 1, 2025) that are scheduled to vest in three equal annual installments beginning on January 1, 2027. This indicates future equity compensation realization.

Industry Context

This filing reflects routine insider transactions related to equity compensation and pre-planned trading, which is common practice for executives and directors in publicly traded companies across various industries. The use of Rule 10b5-1 plans is a standard mechanism for insiders to manage their stock holdings while adhering to insider trading regulations.

Stakeholder Impact

• Shareholders: The sale of shares by a director could be perceived as a slight negative, but the pre-planned nature and tax-related sales mitigate concerns. The director still retains a significant number of shares, aligning their interests with shareholders.
• Employees: The vesting and granting of RSUs are part of standard equity compensation programs, which can be a positive for employee retention and motivation.

Next Steps

• Future vesting of 38,377 Restricted Stock Units in three equal annual installments beginning January 1, 2027.

Key Dates

Recommendation

The filing details routine insider transactions related to equity compensation, including the vesting of restricted stock units and subsequent sales, largely pre-planned or for tax obligations. These transactions do not indicate a change in the company's fundamental outlook or performance, nor do they suggest a strong buy or sell signal. Therefore, a 'hold' recommendation is appropriate as this filing provides no new material information to alter an existing investment thesis.

Keywords

TKO Group Holdings, Nick Khan, SEC Form 4, insider trading, stock sale, RSU vesting, Class A Common Stock, 10b5-1 plan, equity compensation, director transactions