KRAUSS SETH D 4

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.