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TKO Group Holdings 8-K Report, Financial Results (Nov 5, 2025)

Reports
Earnings & Results·Exhibits & Filings
Filing Date
Filed November 5, 2025
Period End
November 5, 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 November 5, 2025. Cited figures are marked; the original filing is the authoritative source.

TKO Group Holdings, Inc. filed this Form 8-K on November 5, 2025 to furnish its results for the quarter ended September 30, 2025 (Exhibit 99.1) and supplemental historical financial information recast for the Acquired Businesses (IMG, On Location and Professional Bull Riders) as a common-control merger (Exhibit 99.2).

Third-quarter revenue was $1.120 billiona, net income was $106.8 million, and Adjusted EBITDA was $360.2 million, with Adjusted EBITDA margin rising to 32% from 15%. Operating cash flow was $416.8 million and Free Cash Flow was $398.9 million, against cash and cash equivalents of $861.4 million and gross debt of $3.759 billion as of September 30, 2025. management raised full-year 2025 guidance to revenue of $4.690 billion to $4.720 billion and Adjusted EBITDA of $1.570 billion to $1.580 billion. Segment results were mixed: WWE revenue rose 23% to $402.1 million on SummerSlam and the ESPN launch event, while IMG revenue fell 59% to $336.7 million because the prior-year period included the 2024 Paris Olympics.

UFC revenue fell 8% to $325.2 millionb, reflecting one fewer numbered event. Capital return activity was significant during the period.

The company entered a $800 millionc accelerated share repurchase, plans a further $174 million 10b5-1 repurchase, and paid a dividend of approximately $150 million, or $0.76 per share, under a program that doubled its quarterly dividend. These repurchases are funded in part by a $1.0 billion first lien term loan that closed on September 15, 2025.

02—Key points

Key Highlights

  1. Third-quarter 2025 revenue of $1.120 billion, down 27% from the prior year, with net income of $106.8 million versus $3.4 million a year earlier.
  2. Adjusted EBITDA of $360.2 million, up 59%, with Adjusted EBITDA margin of 32% compared with 15%.
  3. Full-year 2025 guidance raised to revenue of $4.690 billion to $4.720 billion and Adjusted EBITDA of $1.570 billion to $1.580 billion.
  4. Free Cash Flow of $398.9 million in the quarter, up $247.9 million, with Free Cash Flow Conversion of 111%.
  5. WWE revenue increased 23% to $402.1 million, while IMG revenue decreased 59% to $336.7 million due to the 2024 Paris Olympics comparison.
  6. An $800 million accelerated share repurchase, a $174 million 10b5-1 plan and a $26 million private repurchase were executed under the $2.0 billion authorization, funded in part by a $1.0 billion first lien term loan.
  7. Quarterly dividend doubled to an aggregate distribution of approximately $150 million ($0.76 per share), paid September 30, 2025.

03—Questions

Frequently Asked Questions

  1. Why did reported revenue fall so sharply in the third quarter?

    Revenue decreased 27%, or $420.8 million, to $1.120 billion, primarily because the IMG segment recorded revenue in the prior-year period for the 2024 Paris Olympics. IMG revenue fell $492.4 million to $336.7 million. UFC revenue also declined $29.7 million, while WWE revenue increased $75.8 million.

  2. What drove the improvement in profitability?

    Net income rose to $106.8 million from $3.4 million, mainly because direct operating costs fell $572.0 million, largely due to Paris Olympics expenses recorded in the prior year at IMG. Adjusted EBITDA increased 59% to $360.2 million, with IMG up $115.6 million, WWE up $32.5 million and Corporate and Other up $15.9 million, partly offset by a $30.0 million decline at UFC.

  3. What is the company's full-year 2025 outlook?

    TKO raised its full-year 2025 guidance to revenue of $4.690 billion to $4.720 billion and Adjusted EBITDA of $1.570 billion to $1.580 billion. The company said the targets include the Acquired Businesses for the twelve months from January 1 through December 31, 2025, and that it would provide more detail on the earnings call.

  4. How is the company returning capital to shareholders?

    TKO entered an accelerated share repurchase agreement to buy back $800 million of Class A common stock, with completion expected in early December 2025. It also set up a 10b5-1 plan for up to $174 million of repurchases and bought about $26 million in a privately negotiated transaction. The quarterly dividend was doubled, and a dividend of approximately $150 million ($0.76 per share) was paid on September 30, 2025.

  5. What is the company's balance sheet and liquidity position?

    As of September 30, 2025, cash and cash equivalents were $861.4 million and gross debt was $3.759 billion. The company funded its share repurchases in part with a $1.0 billion first lien term loan that closed on September 15, 2025.

04—Continue

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