Form 4: TKO Group Holdings: Insider Reports Stock Transactions

Mark S. Shapiro, Director and Officer of TKO Group Holdings, Inc., reported transactions involving Class A Common Stock on May 13, 2026.

Summary

• Mark S. Shapiro, a Director and Officer of TKO Group Holdings, Inc., reported the acquisition of 4,807 shares of Class A Common Stock at a weighted average price of $184.62 and an additional 6,000 shares at a weighted average price of $185.40 on May 13, 2026.
• These acquisitions are noted as being matchable under Section 16(b) of the Securities Exchange Act of 1934 with prior sales made under a Rule 10b5-1 sell-to-cover instruction to satisfy tax withholding obligations.
• Shapiro paid $205,632.35 to the Issuer, representing the full profit realized from a short-swing transaction involving these shares.
• Following these transactions, Shapiro beneficially owns 123,207 shares directly and 129,207 shares directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral; it reports on insider transactions and the settlement of a regulatory obligation, without providing new strategic or financial performance information.

Positives

• Insider Mark S. Shapiro is acquiring additional shares of TKO Group Holdings, Inc. Class A Common Stock.
• The reporting person has settled a short-swing profit obligation, indicating compliance with regulatory requirements.

Negatives

• The transactions are subject to Section 16(b) of the Securities Exchange Act of 1934, indicating potential short-swing profit clawbacks.
• The reporting person had to pay $205,632.35 to the Issuer to cover realized profits from a short-swing transaction.

Risks

• Potential for future Section 16(b) violations if not managed carefully.
• The need to use sell-to-cover transactions to meet tax obligations suggests potential liquidity management or tax planning considerations.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, which primarily reports past transactions.

Management Comments

• The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving Section 16(b) implications, are closely watched by the market as they can signal management's confidence or concerns about the company's stock. The settlement of short-swing profits indicates a proactive approach to regulatory compliance.

Legal Proceedings

• The transactions reported are subject to Section 16(b) of the Securities Exchange Act of 1934, which governs short-swing transactions by insiders.

Related Party Transactions

• The reporting person, Mark S. Shapiro, is an insider (Director and Officer) of TKO Group Holdings, Inc.

Stakeholder Impact

• Shareholders: The settlement of short-swing profits and the reporting of insider acquisitions can provide some transparency, but the primary impact is on regulatory compliance.
• Management: Highlights the importance of careful management of equity awards and sales to avoid Section 16(b) liabilities.
• Regulatory Bodies (SEC): The filing ensures compliance with disclosure requirements under the Securities Exchange Act.

Next Steps

• The reporting person may be required to provide further detailed information upon request from the Issuer, security holders, or the SEC staff regarding the specific prices of shares purchased.

Key Dates

Keywords

TKO Group Holdings, Form 4, Insider Trading, Securities Exchange Act, Class A Common Stock, Mark S. Shapiro, Beneficial Ownership, Rule 10b5-1, Short-Swing Transaction