Emanuel Ariel 4

What Happened

• Emanuel Ariel, CEO of TKO Group Holdings (TKO), had restricted stock units (RSUs) convert to common shares on Jan 20, 2026. The filing shows conversion of 9,688 RSUs and 63,985 RSUs (total 73,673 shares) at $0.00 (RSUs have no exercise price). On Jan 22, 2026, 39,768 of those shares were surrendered/withheld to satisfy tax withholding obligations at a reported value of $203.41 per share, totaling $8,089,209. This is a tax-withholding disposition (routine), not an open-market sale.

Key Details

• Transaction dates: conversion/vesting on 2026-01-20; shares withheld for taxes on 2026-01-22. Filing date: 2026-01-22 (appears timely).
• Prices/values: conversion reported at $0.00 (RSU conversion); withholding valued at $203.41/share for a total of $8,089,209.
• Shares from these vesting events: 73,673 shares vested (9,688 + 63,985). After withholding of 39,768 shares, approximately 33,905 shares from this vesting remain issued to the insider.
• Footnotes: These shares represent vested RSUs — 9,688 from a Feb 22, 2024 grant (vested in thirds) and 63,985 from a Jan 16, 2025 grant (vested in thirds). Footnote F1 indicates automatic withholding to cover tax obligations.
• Ownership after transaction: the filing excerpt does not state total beneficial ownership; the ~33,905 figure is the net remaining from these vested RSUs after withholding.
• Filing timeliness: reported two days after the primary vesting date (filed 2026-01-22 for a 2026-01-20 vesting), consistent with the typical Form 4 reporting window.

Context

• These were RSU vesting/conversion events (derivative conversion), not stock purchases. The withholding is a routine tax payment (code F) and should not be read as a market-sale sentiment signal. The use of withheld shares to satisfy taxes is common when equity awards vest.