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4//SEC Filing

KRAUSS SETH D 4

Accession 0001193125-26-019930

CIK 0001973266other
View on SEC.govCompany Profile

Filed

Jan 21, 7:00 PM ET

Accepted

Jan 22, 9:11 PM ET

Size

36.1 KB

Accession

0001193125-26-019930

Research Summary

AI-generated summary of this filing

Updated

TKO Group (TKO) Chief Admin Officer Seth Krauss Sells 14,016 Shares

What Happened

  • Seth D. Krauss, Chief Administrative Officer & Senior Counsel to the Board and Senior Management at TKO Group Holdings (TKO), had 14,016 shares convert from derivatives (RSU vesting) on Jan 20, 2026 (reported $0.00 exercise price) and sold all 14,016 shares in open-market transactions on Jan 21, 2026.
  • The block sales generated total gross proceeds of approximately $2,820,267, with individual sale prices by lot ranging roughly from $197.47 to $204.61 (the Form 4 reports weighted-average prices for grouped lots).

Key Details

  • Transaction dates: RSU conversion/exercise recorded 2026-01-20; open-market sales executed 2026-01-21; Form 4 filed 2026-01-22 (timely filing).
  • Shares sold: 14,016 total; Total proceeds: ~$2.82 million.
  • Exercise/conversion: two derivative entries (4,709 and 9,307 shares) reported at $0.00 — these reflect RSUs converting to common shares (see footnotes F15–F17 regarding RSU grants and vesting).
  • Sales executed pursuant to a Rule 10b5-1 trading plan adopted Sep 16, 2025, including to satisfy the Reporting Person’s tax withholding obligation upon vesting (footnote F1).
  • Reported prices per lot are weighted averages; the filing includes footnotes with the full price ranges and offers to provide exact breakdowns on request.
  • Shares owned after the transaction are not specified in the provided excerpt of the filing.

Context

  • This was not an open‑market purchase (which can be viewed as a bullish signal) but an RSU vest-and-sell event, commonly used to satisfy tax withholding and to monetize vested equity. The filing indicates the sales were made under a pre-established 10b5‑1 plan and the Form 4 was filed promptly.

Insider Transaction Report

Form 4
Period: 2026-01-20
TKO Group Holdings, Inc.TKO
KRAUSS SETH D
See Remarks
Transactions
  • Exercise/Conversion

    Class A Common Stock

    2026-01-20+4,709→ 6,980 total
  • Exercise/Conversion

    Class A Common Stock

    2026-01-20+9,307→ 16,287 total
  • Sale

    Class A Common Stock

    [F1][F2]
    2026-01-21$197.74/sh−1,300$257,062→ 14,987 total
  • Sale

    Class A Common Stock

    [F1][F3]
    2026-01-21$198.79/sh−1,300$258,427→ 13,687 total
  • Sale

    Class A Common Stock

    [F1][F4]
    2026-01-21$200.13/sh−1,325$265,172→ 12,362 total
  • Sale

    Class A Common Stock

    [F1][F5]
    2026-01-21$201.02/sh−1,375$276,403→ 10,987 total
  • Sale

    Class A Common Stock

    [F1][F6]
    2026-01-21$202.27/sh−500$101,135→ 10,487 total
  • Sale

    Class A Common Stock

    [F1][F7]
    2026-01-21$203.35/sh−1,900$386,365→ 8,587 total
  • Sale

    Class A Common Stock

    [F1][F8]
    2026-01-21$204.39/sh−1,607$328,455→ 6,980 total
  • Sale

    Class A Common Stock

    [F1][F9]
    2026-01-21$197.83/sh−1,000$197,830→ 5,980 total
  • Sale

    Class A Common Stock

    [F1][F10]
    2026-01-21$199.05/sh−500$99,525→ 5,480 total
  • Sale

    Class A Common Stock

    [F1][F11]
    2026-01-21$200.38/sh−800$160,304→ 4,680 total
  • Sale

    Class A Common Stock

    [F1][F12]
    2026-01-21$201.29/sh−500$100,645→ 4,180 total
  • Sale

    Class A Common Stock

    [F1][F13]
    2026-01-21$202.94/sh−600$121,764→ 3,580 total
  • Sale

    Class A Common Stock

    [F1][F14]
    2026-01-21$204.11/sh−1,309$267,180→ 2,271 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F15][F16]
    2026-01-20−4,709→ 4,709 total
    → Class A Common Stock (4,709 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F15][F17]
    2026-01-20−9,307→ 18,615 total
    → Class A Common Stock (9,307 underlying)
Footnotes (17)
  • [F1]The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025, including to satisfy the Reporting Person's tax withholding obligation upon the vesting of previously granted equity awards.
  • [F10]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.64 to $199.49 inclusive. 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 within the range set forth in this footnote.
  • [F11]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.82 to $200.63 inclusive. 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 within the range set forth in this footnote.
  • [F12]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.89 to $201.40 inclusive. 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 within the range set forth in this footnote.
  • [F13]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.36 to $203.35 inclusive. 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 within the range set forth in this footnote.
  • [F14]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.58 to $204.57 inclusive. 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 within the range set forth in this footnote.
  • [F15]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
  • [F16]On February 21, 2024, the Reporting Person was granted 14,127 RSUs, vesting in three equal annual installments beginning on January 20, 2025.
  • [F17]On January 16, 2025, the Reporting Person was granted 27,922 RSUs, vesting in three equal annual installments beginning on January 20, 2026.
  • [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.47 to $198.36 inclusive. 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 within the range set forth in this footnote.
  • [F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.47 to $199.44 inclusive. 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 within the range set forth in this footnote.
  • [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.58 to $200.57 inclusive. 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 within the range set forth in this footnote.
  • [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.58 to $201.44 inclusive. 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 within the range set forth in this footnote.
  • [F6]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.82 to $202.61 inclusive. 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 within the range set forth in this footnote.
  • [F7]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.88 to $203.87 inclusive. 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 within the range set forth in this footnote.
  • [F8]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.03 to $204.61 inclusive. 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 within the range set forth in this footnote.
  • [F9]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.50 to $198.35 inclusive. 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 within the range set forth in this footnote.
Signature
/s/ Robert Hilton, Attorney-in-fact|2026-01-22

Documents

1 file

Issuer

TKO Group Holdings, Inc.

CIK 0001973266

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Entity typeother

Related Parties

1
  • filerCIK 0001393280

Filing Metadata

Form type
4
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 9:11 PM ET
Size
36.1 KB
View on SEC.gov