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TKO Group Holdings 8-K Report, Material Agreement (Mar 10, 2026)

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed March 10, 2026
Period End
March 10, 2026
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. Leadership change8-K · Jan ’24Jan ’24
  2. Material agreement8-K · Nov ’24Nov ’24
  3. Material agreement8-K · Sep ’25Sep ’25

01—Abstract

Summary

Summary of the 8-K filed March 10, 2026. Cited figures are marked; the original filing is the authoritative source.

On March 10, 2026, TKO Group Holdings, Inc. (TKO) disclosed two related capital actions.

First, its indirect subsidiary TKO Worldwide Holdings, LLC entered into the Fourteenth Amendment to its First Lien Credit Agreement, providing an additional $900.0 milliona first lien term loan (the Incremental Term Loan), upsizing the revolving credit facility to $350.0 million, and making other changes. The full $900.0 million was borrowed on the closing date. The Incremental Term Loan bears interest at Term SOFR plus 2.00% (0.00% floor) or ABR-based rates, amortizes at 1% per annum, and matures on November 21, 2031.

The Upsized Revolving Credit Facility matures on September 15, 2030. Second, TKO entered into an accelerated share repurchase (ASR) agreement with Morgan Stanley & Co. LLC to repurchase $800.0 millionb of its Class A common stock, as part of its previously announced $2.0 billion share repurchase program. The Company will pay $800.0 million to the dealer on March 11, 2026 and expects an initial delivery of 3,136,179 shares.

The final share count will depend on the volume-weighted average price over the term, less a discount. ASR transactions are expected to be completed by June 2026. TKO also entered into a 10b5-1 trading plan to repurchase up to $200.0 millionc of Class A common stock, to commence after the ASR is completed.

The Company stated it intends to fund both repurchase programs with proceeds from the Incremental Term Loan. For investors, the filing shows that TKO is using newly borrowed debt to fund share repurchases totaling $1.0 billiond, which the press release states will "all but satisfy" the $2.0 billion authorization. The filing does not discuss the resulting leverage or the company's financial results.

02—Key points

Key Highlights

  1. $900.0 million Incremental Term Loan added as a fungible increase to existing first lien term loans, fully borrowed on March 10, 2026, maturing November 21, 2031
  2. Revolving credit facility upsized to $350.0 million, maturing September 15, 2030, with SOFR margins of 1.50%-1.75% based on the First Lien Leverage Ratio
  3. Incremental Term Loan priced at Term SOFR plus 2.00% with a 0.00% SOFR floor, amortizing 1% per annum
  4. $800.0 million accelerated share repurchase agreement with Morgan Stanley & Co. LLC, with payment due March 11, 2026 and an initial delivery of 3,136,179 Class A shares
  5. Additional 10b5-1 trading plan for up to $200.0 million of Class A common stock repurchases, to begin after the ASR completes
  6. ASR transactions expected to complete by June 2026; total repurchases of $1.0 billion are being funded from Incremental Term Loan proceeds
  7. Management states the $1.0 billion program will "all but satisfy" the $2.0 billion share repurchase authorization

03—Questions

Frequently Asked Questions

  1. How much new debt did TKO take on, and on what terms?

    TKO Worldwide Holdings, LLC borrowed the full $900.0 million Incremental Term Loan on March 10, 2026. It bears interest at Term SOFR plus 2.00% (0.00% floor) or an ABR-based rate, amortizes at 1% per annum, and matures on November 21, 2031. The revolving credit facility was also upsized to $350.0 million.

  2. How will the share repurchases be executed?

    TKO entered an accelerated share repurchase agreement with Morgan Stanley & Co. LLC to buy back $800.0 million of Class A common stock, paying the dealer on March 11, 2026 and receiving an initial delivery of 3,136,179 shares. The final number of shares will be based on the volume-weighted average price during the term, less a discount. Separately, a 10b5-1 plan will buy up to $200.0 million of stock once the ASR is complete.

  3. When are the repurchases expected to be completed?

    Transactions under the ASR Agreement are expected to be completed by June 2026. Repurchases under the 10b5-1 Plan are to commence after the ASR transactions are completed.

  4. How do these repurchases relate to TKO's overall buyback authorization?

    Both the ASR and the 10b5-1 Plan are being carried out under the previously announced $2.0 billion share repurchase program. The company's press release states that the $1.0 billion of new repurchases will "all but satisfy" that authorization.

  5. What will the proceeds of the new term loan be used for?

    TKO intends to use the Incremental Term Loan proceeds for general corporate purposes, including funding the ASR and 10b5-1 Plan repurchases, and to pay fees, costs and expenses related to the Credit Agreement Amendment.

04—Continue

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