Schleimer Andrew M 4

Accession 0001193125-26-019920

CIK 0001973266other

Filed

Jan 21, 7:00 PM ET

Accepted

Jan 22, 9:08 PM ET

Size

12.5 KB

Accession

0001193125-26-019920

AI-generated summary of this filing

Updated Jan 23, 2026

TKO CFO Andrew Schleimer Sells 11,978 Shares for $2.42M

What Happened

Andrew M. Schleimer, Chief Financial Officer of TKO Group Holdings (TKO), converted vested restricted stock units (RSUs) into shares on January 20, 2026 and subsequently sold shares. The Form 4 shows conversion/acquisition of RSU-derived shares (5,833 and 17,450 shares at $0.00) and derivative disposals tied to those conversions. On January 22, 2026 he sold 11,978 shares in an open-market transaction at a weighted average price of $201.98 for proceeds of $2,419,316.

Key Details

Transaction dates: conversions/exercises recorded 2026-01-20; open-market sale on 2026-01-22. Filing date: 2026-01-22 (timely — filed within required Form 4 window).
Sale price (open market): weighted average $201.98; total proceeds reported $2,419,316. The reporting person will provide per-price breakdown on request (footnote F2).
The Form 4 shows conversion/exercise of RSUs (derivative code M) and derivative dispositions consistent with tax withholding/sale of vested shares.
Sale executed pursuant to a Rule 10b5-1 instruction letter entered November 14, 2023 to satisfy the reporting person’s tax withholding obligations upon RSU vesting (footnote F1).
RSU context: each RSU converts to one share (F3). Grants referenced: 17,500 RSUs granted 2/21/2024 (vesting in ~3 annual installments from 1/20/2025) and 52,353 RSUs granted 1/16/2025 (vesting in 3 equal annual installments from 1/20/2026) (F4, F5).
Shares owned after the transactions: not specified in the provided excerpt of the filing.

Context

This appears to be a routine tax-withholding / vesting-related transaction rather than an independent directional purchase. The conversion entries reflect RSUs vesting into shares; portions of those shares were withheld or sold (including the open-market sale under a pre-set 10b5-1 plan) to cover taxes. The open-market sale generated roughly $2.42M in proceeds.

Form 4

Period: 2026-01-20

Chief Financial Officer

Transactions

Exercise/Conversion
Class A Common Stock
2026-01-20+5,833→ 22,072 total
Exercise/Conversion
Class A Common Stock
2026-01-20+17,450→ 39,522 total
Sale
Class A Common Stock
[F1][F2]
2026-01-22$201.98/sh−11,978$2,419,316→ 27,544 total
Exercise/Conversion
Restricted Stock Unit
[F3][F4]
2026-01-20−5,833→ 5,834 total
→ Class A Common Stock (5,833 underlying)
Exercise/Conversion
Restricted Stock Unit
[F3][F5]
2026-01-20−17,540→ 34,903 total
→ Class A Common Stock (17,540 underlying)

Footnotes (5)

[F1]The sale was effected pursuant to a Rule 10b5-1 instruction letter, entered into on November 14, 2023, to satisfy the Reporting Person's tax withholding obligation upon the vesting of previously granted equity awards.
[F2]The price reported in Column 4 is a weighted average price. 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 sold at each separate price.
[F3]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
[F4]On February 21, 2024, the Reporting Person was granted 17,500 RSUs, vesting in three near equal annual installments beginning on January 20, 2025.
[F5]On January 16, 2025, the Reporting Person was granted 52,353 RSUs, vesting in three equal annual installments beginning on January 20, 2026.

Signature

/s/ Robert Hilton, Attorney-in-fact|2026-01-22

1 file

TKO Group Holdings, Inc.

CIK 0001973266

Entity typeother