Ariel Emanuel - Feb 28, 2025 Form 4 Insider Report for TKO Group Holdings, Inc. (TKO)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Robert Hilton, Attorney-in-fact for Ariel Emanuel
Stock symbol
TKO
Transactions as of
Feb 28, 2025
Transactions value $
$0
Form type
4
Date filed
2/28/2025, 09:10 PM
Previous filing
Feb 12, 2025
Next filing
Mar 26, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TKO Class B Common Stock Award +2.16M 2.16M Feb 28, 2025 By Endeavor Operating Company, LLC F1, F2, F3
transaction TKO Class B Common Stock Award +24.4M 24.4M Feb 28, 2025 By IMG Worldwide, LLC F1, F3
holding TKO Class B Common Stock 83.1M Feb 28, 2025 By January Capital HoldCo, LLC F2, F3
holding TKO Class B Common Stock 6.54M Feb 28, 2025 By January Capital Sub, LLC F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TKO Common Units Award +2.16M 2.16M Feb 28, 2025 Class A Common Stock 2.16M By Endeavor Operating Company, LLC F1, F3, F4, F5, F6
transaction TKO Common Units Award +24.4M 24.4M Feb 28, 2025 Class A Common Stock 24.4M By IMG Worldwide, LLC F1, F3, F4, F5
holding TKO Common Units 83.1M Feb 28, 2025 Class A Common Stock 83.1M By January Capital Holdco, LLC F3, F4, F5, F6
holding TKO Common Units 6.54M Feb 28, 2025 Class A Common Stock 6.54M By January Capital Sub, LLC F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities received in exchange for the transfer by Endeavor Operating Company, LLC ("EOC") and IMG Worldwide, LLC ("IMG Worldwide") of certain assets to the Issuer and TKO Operating Company, LLC ("TKO OpCo") pursuant to the terms of that certain Transaction Agreement, dated as of October 23, 2024, as amended, by and among EOC, Endeavor Group Holdings, Inc. ("EGH"), Trans World International, LLC, the Issuer and TKO OpCo
F2 Reflects a transfer of 76,712,059 shares of Class B common stock that was exempt from reporting.
F3 EGH is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. EOC is the managing member of January Capital HoldCo, LLC, which in turn is the managing member of January Capital Sub, LLC. IMG Worldwide LLC is an indirect wholly owned subsidiary of EGH. Mr. Emanuel is a member of the governing body of EGH and as a result may be deemed to share beneficial ownership of the securities beneficially owned by EGH. Mr. Emanuel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.
F4 Represents membership interests in TKO OpCo.
F5 The Common Units are redeemable by the holders for, at the election of the Issuer, (i) newly-issued shares of Class A common stock of the Issuer on a one-for-one basis, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events, and (ii) subject to certain conditions, an equivalent amount of cash. Upon the redemption of any Common Units, a number of shares of Class B common stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration.
F6 Reflects a transfer of 76,712,059 Common Units that was exempt from reporting.