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TKO Group Holdings 8-K Report, Material Agreement (Sep 15, 2025)

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed September 15, 2025
Period End
September 15, 2025
Security
TKO
In the record · 2023–202610-K310-Q98-K42

TKO filed 3 annual reports (10-K), 9 quarterly reports (10-Q) and 42 current reports (8-K) between 2023 and 2026.

  1. Material agreement8-K · Nov ’23Nov ’23
  2. Auditor change8-K · Aug ’24Aug ’24
  3. Change in control8-K · Mar ’25Mar ’25
  4. Material agreement8-K · Mar ’26Mar ’26

01—Abstract

Summary

Summary of the 8-K filed September 15, 2025. Cited figures are marked; the original filing is the authoritative source.

TKO Group Holdings, Inc. (NYSE: TKO) disclosed in this Form 8-K that its indirect subsidiary, TKO Worldwide Holdings, LLC, entered into a Sixth Refinancing Amendment to its First Lien Credit Agreement on September 15, 2025.

The amendment refinances and replaces the existing first lien term loans with New Term Loans, provides an additional $1.0 billiona Incremental Term Loan maturing November 21, 2031, and extends the revolving credit facility maturity to September 15, 2030. The New Term Loans and Incremental Term Loan bear interest at Term SOFR plus 2.00% (0.00% floor), and the revolver bears Term SOFR plus 1.75-2.00% depending on the First Lien Leverage Ratio. The company borrowed the full $1.0 billion Incremental Term Loan on the closing date and intends to use the proceeds to fund share repurchases, including $800.0 million under an accelerated share repurchase (ASR) agreement with Morgan Stanley & Co. LLC, up to approximately $174.0 million under a 10b5-1 trading plan, and fees and expenses related to the amendment.

The ASR payment of $800.0 millionb is due September 16, 2025, with an initial delivery of 3,161,430 shares expected and completion anticipated in December 2025. The filing also states that, after these planned repurchases and a prior approximately $26.1 million privately negotiated repurchase, the company will have completed $1.0 billion under its $2.0 billion Share Repurchase Program, leaving $1.0 billion available.

The company expects to complete the program within roughly three to four years. The accompanying press release references the recent 100%c increase to the quarterly cash dividend.

02—Key points

Key Highlights

  1. Refinancing: First lien term loans were replaced with New Term Loans, and a $1.0 billion Incremental Term Loan was fully drawn at closing, maturing November 21, 2031.
  2. Revolver extended: The revolving credit facility maturity was extended to September 15, 2030.
  3. Pricing: SOFR term loans bear interest at Term SOFR plus 2.00% with a 0.00% floor; SOFR revolving loans bear Term SOFR plus 1.75-2.00% based on the First Lien Leverage Ratio.
  4. ASR execution: $800.0 million accelerated share repurchase with Morgan Stanley & Co. LLC, with payment on September 16, 2025 and an expected initial delivery of 3,161,430 shares.
  5. 10b5-1 plan: Up to approximately $174.0 million of Class A common stock repurchases, set to begin once ASR transactions are completed.
  6. Capital return: Following planned repurchases and a prior ~$26.1 million privately negotiated transaction, $1.0 billion of the $2.0 billion Share Repurchase Program will be completed, with $1.0 billion remaining.
  7. Timing: ASR completion is expected in December 2025, with the full Share Repurchase Program expected to be completed in roughly three to four years.

03—Questions

Frequently Asked Questions

  1. How is TKO funding its share repurchases?

    TKO Holdings borrowed the full $1.0 billion Incremental Term Loan on September 15, 2025. Proceeds are intended for general corporate purposes, including funding the $800.0 million ASR and up to approximately $174.0 million under the 10b5-1 plan, and paying fees and expenses related to the amendment.

  2. What are the key terms of the new debt?

    The Incremental Term Loan is a fungible increase to the New Term Loans, amortizes in equal quarterly installments, and matures November 21, 2031. Term loans bear interest at Term SOFR plus 2.00% (0.00% floor) or ABR-based rates, and the revolver matures September 15, 2030 with margins of 1.75-2.00% over Term SOFR depending on the First Lien Leverage Ratio.

  3. How much of the share repurchase program will be completed?

    After the planned ASR and 10b5-1 repurchases and the prior approximately $26.1 million privately negotiated repurchase, the company will have completed $1.0 billion of its $2.0 billion Share Repurchase Program, leaving $1.0 billion available. The company expects to complete the program within approximately three to four years.

  4. When will the accelerated share repurchase be settled?

    The company will pay $800.0 million to Morgan Stanley & Co. LLC on September 16, 2025 and expects an initial delivery of 3,161,430 shares of Class A common stock. Transactions under the ASR are expected to be completed in December 2025, with the final share count based on the volume-weighted average price over specified dates, less a discount.

04—Continue

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