Nick Khan - Sep 12, 2023 Form 3 Insider Report for TKO Group Holdings, Inc. (TKO)

Role: Director
Signature: /s/ Robert Hilton, Attorney-in-fact
Stock symbol: TKO
Transactions as of: Sep 12, 2023
Transactions value $: $0
Form type: 3
Date filed: 9/12/2023, 08:45 PM
Previous filing: Jul 21, 2023
Next filing: Nov 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TKO	Class A Common Stock						234K	Sep 12, 2023	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 180,530 restricted stock units ("TKO RSUs"). Each TKO RSU represents a contingent right to receive one share of the Issuer's Class A common stock. At the effective time of the Merger, as defined in and pursuant to the Transaction Agreement (as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on May 12, 2023), each restricted stock unit ("WWE RSU") in World Wrestling Entertainment, Inc. ("WWE") was assumed by the Issuer and converted into a TKO RSU on the same terms and conditions (including any provisions for acceleration) that applied to such WWE RSUs immediately prior to the effective time of the Merger. Each WWE RSU previously represented a contingent right to receive one share of Class A common stock of WWE, upon vesting.

Content

Includes 180,530 restricted stock units ("TKO RSUs"). Each TKO RSU represents a contingent right to receive one share of the Issuer's Class A common stock. At the effective time of the Merger, as defined in and pursuant to the Transaction Agreement (as defined and described in the Issuer's prospectus filed with the Securities and Exchange Commission on May 12, 2023), each restricted stock unit ("WWE RSU") in World Wrestling Entertainment, Inc. ("WWE") was assumed by the Issuer and converted into a TKO RSU on the same terms and conditions (including any provisions for acceleration) that applied to such WWE RSUs immediately prior to the effective time of the Merger. Each WWE RSU previously represented a contingent right to receive one share of Class A common stock of WWE, upon vesting.