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Clarification about WWE President Nick Khan’s status with the company amidst internet speculation

Aaron Rift

On Friday, an article was published by Sportico.com in regards to WWE President Nick Khan listing his 234,424 shares in TKO Group Holdings for sale. This led to internet speculation about Khan’s status with the company.

Brandon Thurston of Wrestlenomics.com addressed the speculation surrounding Khan with the following post via Twitter/X…

I don’t at all see Nick Khan listing all his shares for sale as some kind of omen, despite flailing online about it. All of his shares as well as all of Vince McMahon’s shares have been listed since September. Suddenly attention is being paid for confused reasons. Vince has made sales; there are no records of Nick making sales yet (which would be required due to him being a board member).
S-1 from Sep. 15, 2023, p. 135: https://sec.gov/Archives/edgar/data/1973266/000119312523236217/d537457ds1.htm
Filings for all of Nick Khan’s stock transactions, none of which are sales:
https://sec.gov/cgi-bin/own-disp?action=getowner&CIK=0001821220

If you’re thinking about if or when Nick might leave WWE, your focus should be more on the fact that his 5-year employment contract expires in August 2025.
Nick Khan’s employment agreement (which has been public since he joined WWE in 2020, though this is the amended 2022 version):
https://sec.gov/Archives/edgar/data/1091907/000109190722000039/wwe-20220331xex10_20a.htm

Related to his TKO stock, his employment contract promises him millions of dollars in equity, some of which already vested, $16.5M of which won’t vest until Sept. 30, 2025. (See section 3f)

Additionally, his contract says some of his compensation is paid in stock, based on performance. (ibid.)

In other words, even if he sold every share he could as soon as possible, he would still have a significant and direct financial interest in the performance of TKO shares due to performance compensation and millions in shares that won’t vest until after his current employment term expires.

The filing from yesterday/Apr. 12 doesn’t set a time frame within which the shares will be sold, nor does it say for certain that any or all listed shares will be sold. Realistically, it seems very likely many — maybe all — of his shares will eventually be sold in the medium to long term. I expect we’ll see 10b-5 forms and definitely Form 4s recording his transactions.
Filing from yesterday (p. 24):
https://d18rn0p25nwr6d.cloudfront.net/CIK-0001973266/f8aef6a4-5a96-44c1-9987-a1dcfb7b4398.pdf
Preliminary filing with the same info from Apr. 12 (p.24):
https://d18rn0p25nwr6d.cloudfront.net/CIK-0001973266/2eded70d-56cb-4256-97d8-7a343f6619c1.pdf

Questions should be raised about Nick Khan’s knowledge of the relationship between Vince McMahon and Janel Grant, and about what WWE is doing to prevent sexual misconduct in the workplace, which have barely been answered. And it’s true Grant is referring to Nick Khan in her complaint when she references “WWE Corporate Officer No. 1”. But this discussion about his stock I don’t think is meaningfully related to his future with WWE.

Tweet less, read boring documents more.