Khan Nick 4

What Happened

• Nick Khan, a director of TKO Group Holdings (TKO), had 13,960 restricted stock units (RSUs) convert to shares on Jan 20, 2026 (reported as an exercise/conversion of a derivative at $0.00). He then sold 7,744 shares on Jan 22, 2026 in an open-market transaction for a weighted average price of $201.98, generating proceeds of $1,564,133. The filing also records a disposal of 13,960 derivative units at $0.00 (reported as part of the RSU settlement).

Key Details

• Transaction dates: Jan 20, 2026 (RSU conversion/exercise); Jan 22, 2026 (open-market sale).
• Sale details: 7,744 shares sold at a weighted avg. $201.98; total reported proceeds $1,564,133. (Reporting person can provide per-price breakdown on request.)
• Award background: The RSUs stem from a Jan 16, 2025 grant of 41,882 RSUs that vest in three equal annual installments beginning Jan 20, 2026; one installment equals ~13,960 RSUs.
• Footnotes: The sale was executed under a Rule 10b5-1 plan (entered Nov 14, 2023) to satisfy the reporting person’s tax withholding obligation upon vesting. RSUs each represent a contingent right to one share.
• Shares owned after transaction: Not specified in the portions of the Form 4 provided.
• Filing timeliness: Report covered the Jan 20, 2026 vesting and was filed Jan 22, 2026 (filed within the typical two-business-day Form 4 window).

Context

• This pattern—RSUs vesting, converting to shares, and some shares sold to cover taxes—is common and typically reflects tax withholding rather than a directional investment bet. The conversion (code M) shows derivative/RSU settlement; the subsequent sale (code S) was carried out under a pre-existing 10b5-1 plan. Purchases tend to be more informative about insider conviction; this filing documents routine vesting/withholding and a partial sale.