Kapral Shane 4

What Happened
Shane Kapral, Chief Financial Officer of TKO Group Holdings (TKO), had restricted stock units (RSUs) vest on January 20, 2026 that converted into 2,768 shares (no cash cost reported). Following the vesting, Kapral sold 613 shares on Jan 20 at a weighted average price of $203.77 (proceeds $124,911) and sold 1,238 shares on Jan 22 at a weighted average price of $201.98 (proceeds $250,051). Total proceeds from the two sales were $374,962. Net shares retained from these vesting events: 2,768 acquired − 1,851 sold = 917 shares.

Key Details

• Transaction dates and prices:
  • Jan 20, 2026: 442 shares and 2,326 shares converted (reported as M, exercise/conversion) at $0.00 (RSU vesting).
  • Jan 20, 2026: Open-market sale of 613 shares @ $203.77, proceeds $124,911 (F2).
  • Jan 22, 2026: Open-market sale of 1,238 shares @ $201.98, proceeds $250,051 (F1).
• Total sold: 1,851 shares for $374,962.
• Net retained from these vesting events: 917 shares. (Total beneficial ownership after these transactions is not provided in the filing.)
• Notable footnotes:
  • F1: Jan 22 sale executed under a Rule 10b5-1 trading plan (adopted Mar 7, 2025).
  • F2: Jan 20 sale effected pursuant to an instruction letter to satisfy tax withholding upon vesting (entered Nov 14, 2023).
  • F3: Reported prices are weighted averages; details by share price available on request.
  • F4–F6: Each RSU converts to one share; the shares converted came from grants made Feb 21, 2024 (1,325 RSUs vesting in ~3 installments) and Jan 16, 2025 (6,981 RSUs vesting in three equal annual installments).
• Filing timeliness: Report covers transactions dated Jan 20, 2026 and was filed Jan 22, 2026 (within the typical two-business-day Form 4 window).

Context

• These filings reflect RSU vesting (conversion of contingent awards into shares) followed by sales: one sale to satisfy tax withholding on vesting and another executed under an existing 10b5-1 plan. This is a routine pattern for executives realizing vested equity and covering tax obligations, not an unsolicited open-market purchase signal.
• The filing uses derivative code M for the conversion/exercise of RSUs into shares; part of the vested shares were immediately sold (a partial cashless outcome for tax and plan-based dispositions).