SHAPIRO MARK S 4

What Happened

• Mark S. Shapiro, President and Chief Operating Officer of TKO Group Holdings (TKO), had 27,921 restricted stock units (RSUs) vest and convert to shares on Jan 20, 2026. He sold 14,363 shares in an open-market sale on Jan 22, 2026 at a weighted average price of $201.98, generating proceeds of approximately $2,901,039. Other shares from the vested RSUs were used to satisfy tax withholding.

Key Details

• Transaction dates and prices:
  • Jan 20, 2026: 27,921 RSUs vested and were converted to 27,921 shares (derivative conversion, coded M).
  • Jan 20, 2026: 27,921 shares shown as disposed in connection with the conversion (tax/withholding treatment).
  • Jan 22, 2026: 14,363 shares sold on the open market at a weighted average price of $201.98, proceeds ~$2,901,039.
• Shares owned after transaction: Not specified in the filing.
• Notable footnotes:
  • Sale effected under a Rule 10b5-1 instruction (entered Nov 14, 2023) to satisfy tax withholding upon vesting.
  • Reported price is a weighted average; the filer can provide per-share price breakdown on request.
  • Each RSU represents a right to one share; 83,764 RSUs were granted on Jan 16, 2025, vesting in three equal annual installments beginning Jan 20, 2026.
• Timeliness: Report covers transactions on Jan 20–22, 2026 and was filed Jan 22, 2026 (appears timely under Form 4 rules).

Context

• The filing reflects RSU vesting and conversion rather than a fresh cash purchase. A portion of the newly issued shares were sold under a prearranged 10b5-1 plan to cover tax withholding, which is a common, non-speculative reason executives sell shares. The derivative code M denotes conversion/exercise of equity awards (RSUs) into shares; some converted shares were withheld or surrendered for taxes and the remainder were sold on the open market.