TKO COO Mark Shapiro Sells Shares to Cover Tax Withholding

What Happened

• Mark S. Shapiro, President and Chief Operating Officer of TKO Group Holdings (TKO), had 36,984 restricted stock units (RSUs) vest on August 17, 2026 and those RSUs converted into 36,984 shares (reported as a derivative conversion/receipt).
• A portion of the vested shares was sold under a pre-existing Rule 10b5-1 plan to satisfy tax withholding: 19,120 shares were sold in the open market on August 18, 2026 at a weighted-average price of $194.39 for total proceeds of $3,716,737.
• The filing also reports 36,984 shares disposed on August 17, 2026 in connection with the derivative conversion at $0.00 — consistent with shares withheld/surrendered to cover taxes or net settlement of the RSUs.

Key Details

• Transaction dates and prices:
  • 2026-08-17: 36,984 RSUs converted to shares (reported as derivative acquisition) at $0.00.
  • 2026-08-17: 36,984 shares reported disposed (derivative) at $0.00 (withholding/net settlement).
  • 2026-08-18: 19,120 shares sold open market at $194.39 (weighted-average) for $3,716,737. (Footnote F2: weighted-average price; detailed per-price breakdown available on request.)
• Shares owned after the transactions: Not stated in the Form 4 provided.
• Notable footnotes:
  • F1: The open-market sale was effected pursuant to a Rule 10b5-1 plan (entered Nov 14, 2023) to satisfy the Reporting Person’s tax withholding obligation upon vesting.
  • F3/F4: Each RSU equals one share; the RSUs were part of a 73,969-RSU grant on Aug 17, 2025 that vests in two near-equal annual installments beginning Aug 17, 2026.
• Filing timeliness: Report period 2026-08-17; Form 4 filed 2026-08-19 — appears timely (filed within the standard two-business-day window).

Context

• These transactions reflect routine post-vesting activity: RSUs vested and converted into shares, and some shares were sold (via a pre-set 10b5-1 plan) to cover tax withholding. This is common and does not, by itself, indicate a change in insider conviction.
• For retail investors, purchases generally carry more informational weight than routine sales to cover taxes. This filing documents tax-related dispositions rather than a discretionary open‑market sell motivated by other factors.