01—Abstract
Summary
Summary of the 8-K filed May 8, 2025. Cited figures are marked; the original filing is the authoritative source.
TKO Group Holdings, Inc. filed this Form 8-K on May 8, 2025 solely to provide recast historical audited financial information for fiscal years 2024, 2023 and 2022, giving effect to the Endeavor Asset Acquisition as if it had been consummated on January 1, 2022.
The acquisition of the IMG business, On Location and the Professional Bull Riders from Endeavor affiliates closed on February 28, 2025. The filing states it does not revise or update the company's prior Form 10-K filings and is not an amendment or restatement of them. The recast results show combined revenue of $4,884.2 milliona in 2024, up from $3,224.8 million in 2023, with operating income of $30.9 million in 2024 versus $375.8 million in 2023.
Net income attributable to TKO Group Holdings, Inc. was $9.3 millionb in 2024 compared with a loss of $35.2 million in 2023. Combined Adjusted EBITDA was $1,081.9 million in 2024 versus $847.8 million in 2023, and the filing identifies IMG as a third reportable segment alongside UFC and WWE. The filing also reports a $375.0 million settlement charge related to the UFC antitrust lawsuit in 2024, and a combined term loan of $2,750.0 million maturing in November 2031.
Operating cash flow was $586.1 millionc in 2024. The acquisition consideration was stated as approximately $3.25 billion plus a $50 million purchase price adjustment.
02—Key points
Key Highlights
- Recast combined revenue of $4,884.2 million for 2024, versus $3,224.8 million for 2023, reflecting the inclusion of the acquired businesses on a common-control basis
- Combined Adjusted EBITDA of $1,081.9 million in 2024 versus $847.8 million in 2023; segment Adjusted EBITDA was UFC $801.0 million, WWE $681.1 million and IMG negative $48.0 million
- Operating income fell to $30.9 million in 2024 from $375.8 million in 2023, driven by higher direct operating and SG&A expenses
- Net income attributable to TKO Group Holdings, Inc. was $9.3 million in 2024 compared with a net loss of $35.2 million in 2023
- Corporate and Other legal costs rose to $388.5 million, including a $375.0 million settlement related to the UFC antitrust lawsuit
- Acquisition consideration for the Endeavor Asset Acquisition was approximately $3.25 billion plus a $50 million purchase price adjustment; Endeavor received about 26.54 million common units of TKO OpCo
- Credit Agreement amended in November 2024 with $2,750.0 million of New Term Loans maturing November 21, 2031 and a $205.0 million revolving facility
03—Questions
Frequently Asked Questions
Why did TKO file this 8-K?
The filing provides recast historical audited financial statements for fiscal 2024, 2023 and 2022 that give effect to the Endeavor Asset Acquisition as if it had occurred on January 1, 2022. It does not revise the company's existing Form 10-K filings or restate them.
What businesses were acquired from Endeavor?
The acquired businesses are the Professional Bull Riders, On Location, the IMG Business (including Wimbledon, soccer and stadia contracts, SailGP, R&A, Mailman, Golf Events, Formula Drift and International Figure Skating). The acquisition closed on February 28, 2025.
How did the company's segments change?
The company now reports three reportable segments: UFC, WWE and IMG. The former Corporate group is renamed Corporate and Other, which includes PBR operations and unallocated general and administrative expenses.
What drove the decline in operating income in 2024?
Operating income was $30.9 million in 2024 versus $375.8 million in 2023. The filing attributes the change to higher direct operating costs and SG&A expenses, including $375.0 million of settlement charges related to the UFC antitrust lawsuit, and $457.9 million of depreciation and amortization in 2024.
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