01—Abstract
Summary
Summary of the 10-Q filed November 5, 2025. Cited figures are marked; the original filing is the authoritative source.
TKO Group Holdings, Inc. reported third-quarter 2025 revenue of $1,119.9 milliona, down from $1,540.7 million a year earlier, while operating income rose to $172.0 million from $34.6 million and net income attributable to TKO Group Holdings, Inc. was $41.0 million versus $23.1 million.
The prior-year quarter included large charges, including a $40.0 millionb UFC antitrust settlement recorded in selling, general and administrative expenses, and IMG's On Location revenue fell sharply after the 2024 Paris Olympics. Total Adjusted EBITDA was $360.2 million for the quarter, compared with $226.2 million a year earlier. For the nine months, revenue was $3,697.2 million and net income attributable to TKO Group Holdings, Inc. was $197.8 million, against a net loss of $21.6 million in the prior-year period.
Results reflect the February 28, 2025 Endeavor Asset Acquisition of the IMG businesses, On Location and PBR, which was accounted for as a common control acquisition and retrospectively recast. Capital allocation and leverage moved significantly in the quarter. On September 15, 2025, TKO Worldwide Holdings entered into a Sixth Refinancing Amendment that added a $1.0 billionc incremental first lien term loan, bringing the New Term Loans to $2.8 billion, and extended the $205.0 million revolver to September 15, 2030.
Total debt rose to $3,737.5 milliond at September 30, 2025 from $2,762.3 million at year-end 2024. The company paid $800.0 million under an accelerated share repurchase agreement and repurchased $26.1 million of Class A stock privately, and it doubled its quarterly dividend to $0.76 per share, paid September 30, 2025. Operating cash flow for the nine months was $975.8 million, compared with $529.9 million a year earlier.
Endeavor Group Holdings, Inc. and its subsidiaries controlled 62.6% of the voting interests in TKO as of September 30, 2025. The filing also discloses ongoing litigation, including the Johnson, Cirkunovs and Davis UFC fighter antitrust cases, WWE stockholder merger litigation, and Italian football-league damages claims against IMG that the company says it intends to defend.
02—Key points
Key Highlights
- Q3 2025 revenue was $1,119.9 million, down from $1,540.7 million, reflecting the prior-year Paris Olympics hospitality revenue at On Location; operating income rose to $172.0 million from $34.6 million.
- Net income attributable to TKO Group Holdings, Inc. was $41.0 million for Q3 2025 versus $23.1 million in Q3 2024; Q3 diluted EPS was $0.47 versus $0.28.
- Total Adjusted EBITDA was $360.2 million in Q3 2025, up from $226.2 million, and $1,304.1 million for the nine months versus $865.9 million.
- Total debt rose to $3,737.5 million at September 30, 2025 from $2,762.3 million at December 31, 2024, after a $1.0 billion incremental first lien term loan in September 2025.
- The company repurchased $826.1 million of Class A stock in the nine months, including an $800.0 million ASR agreement, with a $174.0 million 10b5-1 plan to follow.
- The quarterly Class A dividend was doubled to $0.76 per share, paid September 30, 2025, with TKO OpCo distributions of $150.7 million.
- Nine-month operating cash flow was $975.8 million, up from $529.9 million, and cash plus restricted cash ended at $1,173.3 million.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-QQ3 FY2025filed November 5, 2025Financial Statements
Q3 FY2025 against Q3 FY2024
| Line item | Q3 FY2025Q3 FY2024 | Change |
|---|---|---|
| Revenue | $1.12B$1.54B | −27.3% |
| SG&A Expenses | $379.17M$379.60M | −0.1% |
| Operating Expenses | $947.95M$1.51B | −37.1% |
| Operating Income | $171.96M$34.63M | +396.5% |
| Interest Expense | $50.84M$59.43M | −14.5% |
| Net Income | $41.01M$23.14M | +77.2% |
| EPS (Basic) | $0.50$0.29 | +72.4% |
| EPS (Diluted) | $0.47$0.28 | +67.9% |
| Shares Outstanding (Basic) | 81.52M80.97M | +0.7% |
| Shares Outstanding (Diluted) | 199.06M171.60M | +16.0% |
05—Questions
Frequently Asked Questions
Why did revenue decline so sharply in the third quarter?
Revenue fell $420.8 million, or 27%, to $1,119.9 million. The IMG segment accounted for most of the decline, with revenue down $492.4 million, or 59%, mainly because On Location's $494.8 million decline reflected the prior year's 2024 Paris Olympics hospitality revenue. WWE revenue rose $75.8 million, or 23%, and UFC revenue fell $29.7 million, or 8%.
How did earnings improve despite lower revenue?
Operating income increased to $171.9 million from $34.5 million in the three-month comparison, largely because direct operating costs fell $572.0 million, or 57%, mainly in IMG. The prior-year quarter also included $40.0 million of UFC antitrust settlement charges in selling, general and administrative expenses, which did not recur at that level.
How did the company change its debt and capital structure in 2025?
On September 15, 2025, TKO Worldwide Holdings entered into the Sixth Refinancing Amendment, which added a $1.0 billion incremental first lien term loan, bringing the New Term Loans to $2.8 billion at an interest rate of 6.04% as of September 30, 2025. The $205.0 million revolving credit facility was extended to September 15, 2030, and no amounts were outstanding under it.
What is the status of the capital return program?
The board authorized up to $2.0 billion of share repurchases. As of September 30, 2025, the company had repurchased shares including an $800.0 million accelerated share repurchase agreement expected to complete in early December 2025, a $26.1 million privately negotiated repurchase, and a 10b5-1 plan for up to $174.0 million. The quarterly dividend was increased to $0.76 per share, and future dividends remain subject to board discretion.
What major litigation risks does the filing describe?
The filing describes UFC fighter antitrust cases (Johnson, Cirkunovs and Davis), a WWE stockholder merger litigation in Delaware, a sexual abuse lawsuit against WWE and TKO, and damages claims against IMG in Italy from Italian football clubs and Lega Nazionale totaling several billion euros. Management believes the outcome of these matters will not have a material adverse effect, except as discussed, and IMG intends to defend against the claims.
06—Continue