Form 4: TKO Group COO Sells Shares After RSU Vesting

TKO Group Holdings' President and COO, Mark S. Shapiro, sold 14,363 shares of Class A Common Stock for tax obligations following the vesting of restricted stock units.

Summary

• Mark S. Shapiro, President and Chief Operating Officer of TKO Group Holdings, Inc., acquired 27,921 shares of Class A Common Stock on January 20, 2026, through the vesting and conversion of Restricted Stock Units (RSUs).
• Following the acquisition, Shapiro beneficially owned 132,763 shares of Class A Common Stock.
• On January 22, 2026, Shapiro sold 14,363 shares of Class A Common Stock at a weighted average price of $201.98 per share.
• The sale was executed under a Rule 10b5-1 instruction letter, established on November 14, 2023, to cover tax withholding obligations related to the RSU vesting.
• After the sale, Shapiro's direct beneficial ownership of Class A Common Stock stands at 118,400 shares.
• Additionally, 27,921 derivative Restricted Stock Units (RSUs) converted into Class A Common Stock on January 20, 2026, leaving 55,843 RSUs beneficially owned.

Sentiment

Score: 6

Explanation: The filing reports a routine insider transaction involving the vesting of restricted stock units and a subsequent sale of shares to cover tax obligations, which is a common and pre-planned event. It does not indicate a significant change in company fundamentals or management's outlook.

Positives

• The vesting of 27,921 Restricted Stock Units (RSUs) indicates the continued compensation and retention of a key executive, Mark S. Shapiro.
• The transaction was pre-planned under a Rule 10b5-1 plan, demonstrating a structured approach to managing equity compensation and tax liabilities.

Negatives

• The sale of 14,363 shares by a key executive, even for tax purposes, represents a reduction in insider ownership.

Future Outlook

The remaining 55,843 Restricted Stock Units (RSUs) granted on January 16, 2025, are scheduled to vest in two equal annual installments beginning on January 20, 2027.

Industry Context

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Stakeholder Impact

• Shareholders: Minor impact as it's a routine, pre-planned transaction for tax purposes, not indicative of a change in management's confidence or a significant divestment. The overall beneficial ownership of the executive remains substantial.

Next Steps

• The remaining 55,843 Restricted Stock Units (RSUs) are expected to vest in two equal annual installments, with the next installment beginning on January 20, 2027.

Key Dates

Recommendation

The reported transaction is a routine insider sale executed under a pre-arranged 10b5-1 plan to satisfy tax withholding obligations upon the vesting of restricted stock units. This type of transaction is not typically indicative of management's sentiment regarding the company's future performance and therefore does not warrant a change in investment recommendation based solely on this filing.

Keywords

TKO Group Holdings, Mark Shapiro, Insider Transaction, Form 4, Stock Sale, RSU Vesting, 10b5-1 Plan, Equity Compensation