TKO · TKO Group Holdings

54 filings

TKO SEC Filings

TKO Group Holdings - 54 total filings

Filing record · 2023–202610-K310-Q98-K42

Showing 1–50 of 54 filings

TKO Group Holdings Quarterly Report for Q2 Ended Jun 30, 2026

TKO Group Holdings, Inc. reported revenue of $1,547.1 million for the three months ended June 30, 2026, up from $1,308.4 million a year earlier, and $3,144.0 million for the six months, up from $2,577.2 million. Operating income rose to $429.8 million for the quarter from $368.3 million, and net income attributable to TKO Group Holdings, Inc. was $101.6 million versus $98.4 million. Total Adjusted EBITDA was $649.9 million for the quarter, compared with $526.5 million, and the company described Adjusted EBITDA as its primary measure for evaluating consolidated operating performance. Growth was led by the UFC and WWE segments, with IMG benefiting from hospitality revenue tied to the 2026 Milano Cortina Olympics and the FIFA World Cup 2026. Balance sheet and capital allocation changed materially during the period. Long-term debt rose to $4,583.7 million from $3,724.1 million at December 31, 2025, following a $900.0 million incremental first lien term loan in March 2026 and a May 2026 refinancing that reduced the New Term Loans' interest margin by 25 basis points. During the six months, the company repurchased $967.6 million of Class A common stock, including an $800.0 million accelerated share repurchase, and paid $117.3 million in dividends. Net cash provided by operating activities was $1,068.5 million, compared with $559.0 million a year earlier, though the filing notes an increase in restricted cash of $604.8 million related to On Location for the FIFA World Cup 2026. Legal matters were significant this quarter. The company recorded a $105.0 million WWE settlement share, with $75.0 million expected to be funded by insurance recoveries, resulting in an expected loss of $30.0 million within selling, general and administrative expenses. The IMG Italian media rights litigation was settled, with payment made by an Endeavor subsidiary under its indemnification obligations. The UFC Costantino antitrust class action was filed in February 2026 and Zuffa moved to dismiss it and compel arbitration on July 21, 2026.

Aug 3, 2026 8-K

TKO Group Holdings 8-K Report, Financial Results (Aug 3, 2026)

TKO Group Holdings, Inc. filed this Current Report on Form 8-K on August 3, 2026 to furnish its results for the quarter ended June 30, 2026 (Exhibit 99.1) and supplemental historical financial information for fiscal years 2023, 2024 and 2025 recast for the acquisition of Professional Bull Riders, On Location and certain IMG businesses as a common-control merger (Exhibit 99.2). Second quarter revenue was $1.547 billion, net income was $303.9 million and Adjusted EBITDA was $649.9 million, with Adjusted EBITDA margin rising to 42% from 40%. Free Cash Flow was $349.6 million, down from $374.9 million, mainly due to timing of working capital and higher capital expenditures. Management raised full-year 2026 guidance to revenue of $5.775 billion to $5.825 billion and Adjusted EBITDA of $2.275 billion to $2.305 billion. Capital return remained a central theme. The company said it has returned more than $1.3 billion year-to-date through share repurchases and dividends, completed an $800 million accelerated share repurchase on June 30, 2026, and completed a $200 million Rule 10b5-1 plan on July 21, 2026. As of August 3, 2026, it had slightly more than $1 billion available under its $3 billion repurchase authorization, and it intends to commence additional repurchases at its discretion. Gross debt was $4.659 billion and cash and cash equivalents were $592.5 million as of June 30, 2026. The filing also flags headwinds in the quarter. Selling, general and administrative expenses rose $98.4 million, driven primarily by legal fees and settlement costs tied to WWE stockholder litigation, and Certain legal costs were $71.1 million in the quarter. Management attributed UFC's lower margin to the UFC Freedom 250 event, and Corporate and Other posted an Adjusted EBITDA loss of $77.4 million.

Aug 3, 2026 8-K

TKO Group Holdings 8-K Report, Shareholder Vote Results (Jun 12, 2026)

TKO Group Holdings, Inc. filed this Current Report on Form 8-K under Item 5.07 to report the results of its annual meeting of stockholders, held on June 10, 2026. Shares of Class A and Class B common stock representing 187,379,656 votes, or approximately 98.03% of the voting power entitled to vote, voting as a single class, were present in person, by remote communication, or by proxy. The proposals were described in the company's definitive proxy statement on Schedule 14A filed April 23, 2026. Stockholders elected all twelve director nominees to serve until the 2027 annual meeting and until their successors are duly elected and qualified. Votes for individual nominees ranged from 142,813,504 (Dwayne Johnson, with 36,067,667 withheld) to 178,548,765 (Bradley A. Keywell, with 332,406 withheld). Each nominee also received 8,498,485 broker non-votes. Stockholders also ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, with 187,147,670 votes for, 157,298 against, and 74,688 abstentions. The filing reports no broker non-votes on this item.

Jun 12, 2026 8-K

TKO Group Holdings 8-K Report, Corporate Update (May 12, 2026)

TKO Group Holdings, Inc. disclosed under Item 8.01 (Other Events) an update to its share repurchase program. As previously reported, on March 10, 2026, the company entered into an accelerated share repurchase agreement (the "ASR Agreement") to repurchase $800.0 million of its Class A common stock. On the same date, it adopted a Rule 10b5-1 trading plan (the "Prior 10b5-1 Plan") authorizing repurchases of up to $200.0 million of Class A common stock, to commence once transactions under the ASR Agreement were completed. On May 11, 2026, the company entered into a new Rule 10b5-1 trading plan (the "10b5-1 Plan") that supersedes, amends and replaces the Prior 10b5-1 Plan. Repurchases under the new plan are authorized to commence on May 14, 2026. The filing states that the terms of the 10b5-1 Plan are otherwise identical to those of the Prior 10b5-1 Plan, so the change is one of timing and plan mechanics rather than a change in the authorized repurchase amount. The filing includes standard forward-looking statement language covering the share repurchase program and the timing and manner of purchases. It refers readers to the risk factors in TKO's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and notes that the company undertakes no obligation to update these statements except as required by law.

May 12, 2026 10-Q

TKO Group Holdings Quarterly Report for Q1 Ended Mar 31, 2026

TKO Group Holdings, Inc. reported first-quarter 2026 revenue of $1,596.9 million, up from $1,268.8 million a year earlier, with operating income of $338.5 million versus $237.4 million and net income attributable to TKO Group Holdings, Inc. of $89.4 million versus $58.4 million. Growth was led by IMG, where On Location hospitality revenue tied to the 2026 Milano Cortina Olympics drove a $179.1 million increase, and by WWE, with a $84.2 million increase that reflected live events including Royal Rumble in Riyadh and higher media rights fees. UFC revenue rose $41.5 million, helped by the new Paramount content distribution agreement effective January 2026. Adjusted EBITDA increased to $549.8 million from $417.4 million. Cash flow from operations was $694.5 million, compared with $162.8 million a year earlier, though the filing attributes the improvement in part to a $582.4 million increase in restricted cash related to On Location's FIFA World Cup 2026 activities. Total debt rose to $4.64 billion from $3.76 billion after the company borrowed an incremental $900.0 million first lien term loan on March 10, 2026, and the revolving credit facility was upsized to $350.0 million. Capital returns were substantial: the company paid $800.0 million under an accelerated share repurchase agreement, repurchased $38.3 million of shares earlier in the quarter, and paid dividends of $0.78 per Class A share. On May 6, 2026, the board authorized up to an additional $1.0 billion of repurchases. Legal developments include a settlement at the end of April 2026 of the Italian football media rights litigation against IMG, to be paid by an Endeavor subsidiary under its indemnification obligations, and a March 31, 2026 district court denial of Zuffa's motion to dismiss the Davis case. Silver Lake and affiliates controlled TKO following the 2025 Endeavor take-private, and EGH and its subsidiaries collectively controlled 63.9% of voting interests as of March 31, 2026.

May 6, 2026 8-K

TKO Group Holdings 8-K Report, Financial Results (May 6, 2026)

TKO Group Holdings, Inc. reported first quarter 2026 results for the period ended March 31, 2026, with revenue of $1.597 billion (up 26%, or $328.1 million, from the prior year period) and net income of $249.8 million, compared with $165.5 million a year earlier. Adjusted EBITDA rose 32%, or $132.4 million, to $549.8 million, and the Adjusted EBITDA margin increased to 34% from 33%. Growth was driven by the IMG segment (largely On Location hospitality for the 2026 Milano Cortina Olympics), WWE (Royal Rumble in Saudi Arabia and higher media rights fees) and UFC (higher media rights fees under the new Paramount distribution agreement, partly offset by two fewer Fight Night events). Operating cash flow was $694.5 million and Free Cash Flow was $674.5 million, which the company attributes in part to approximately $582.4 million of net pre-payments held in escrow related to FIFA World Cup 26. TKO reaffirmed its full-year 2026 guidance of revenue of $5.675 billion to $5.775 billion and Adjusted EBITDA of $2.240 billion to $2.290 billion. The board authorized up to an additional $1.0 billion of Class A share repurchases, incremental to a previously announced $2.0 billion program. The company returned approximately $1.0 billion of capital to equity holders in the quarter through repurchases and dividends. Cash and cash equivalents were $788.9 million and gross debt was $4.671 billion at March 31, 2026, and the company's balance sheet shows long-term debt rising to $4.594 billion from $3.724 billion at December 31, 2025. The filing also furnishes supplemental financial information recasting fiscal 2023, 2024 and 2025 results to reflect the February 28, 2025 acquisition of Professional Bull Riders, On Location and certain IMG-branded businesses as a common-control merger. Total revenue on that recast basis was $4,884.2 million for 2024 and $4,735.2 million for 2025, and Adjusted EBITDA was $1,081.9 million for 2024 and $1,585.3 million for 2025. The filing reports net leverage of 2.3x based on trailing twelve-month Adjusted EBITDA of $1,717.7 million.

May 6, 2026 8-K

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

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 million 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 million 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 million 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 billion, 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.

Mar 10, 2026 8-K

TKO Group Holdings 8-K Report, Financial Results (Feb 25, 2026)

TKO Group Holdings, Inc. (NYSE: TKO) reported fourth quarter 2025 revenue of $1.038 billion, up 12% ($110.2 million), with net income of $0.8 million versus a net loss of $60.9 million a year earlier, and Adjusted EBITDA of $281.2 million, up 30%. For full year 2025, revenue was $4.735 billion, down 3%, reflecting a decline at the IMG segment tied to the prior-year 2024 Paris Olympics; net income was $546.2 million and Adjusted EBITDA was $1.585 billion, up 47%. Cash flow from operations was $1.286 billion and Free Cash Flow was $1.159 billion for the year. Cash and cash equivalents were $831.1 million and gross debt was $3.783 billion as of December 31, 2025. The company provided 2026 guidance targeting revenue of $5.675 billion to $5.775 billion and Adjusted EBITDA of $2.240 billion to $2.290 billion. It also intends to enter into agreements to repurchase up to $1.0 billion of Class A common stock, with transactions expected to launch in March 2026, funded primarily from incremental debt and cash on hand. As of February 24, 2026, approximately $1.096 billion remained available under the $2.0 billion repurchase authorization. The results are presented on a recast basis reflecting the February 28, 2025 acquisition of IMG, On Location and Professional Bull Riders from Endeavor as a common-control transaction. Supplemental financial information for fiscal 2023 through 2025 and the quarterly periods of 2024 and 2025 is furnished as Exhibit 99.2. The filing states that the information is furnished and not deemed filed under Section 18 of the Exchange Act.

Feb 25, 2026 10-K

TKO Group Holdings Annual Report, Year Ended Dec 31, 2025

TKO Group Holdings, Inc. reported 2025 revenue of $4,735.2 million, down from $4,884.2 million in 2024, while operating income rose to $835.0 million from $30.9 million and net income attributable to TKO Group Holdings, Inc. reached $195.4 million versus $9.4 million. The year-over-year swing was driven largely by the absence of the $375.0 million UFC antitrust settlement charge recorded in 2024 and lower direct operating costs tied to the 2024 Paris Olympics and On Location hospitality, which declined sharply after the Endeavor Asset Acquisition. Adjusted EBITDA increased to $1,585.3 million from $1,081.9 million, with WWE segment revenue up 22% to $1,709.4 million and UFC revenue up 7% to $1,502.2 million, partly offset by a 31% decline in IMG segment revenue to $1,367.3 million. Capital allocation was significant in 2025. The company repurchased $866.8 million of Class A common stock, paid $185.2 million in dividends to Class A holders, and made $455.6 million of distributions to members. Cash from operating activities rose to $1,285.7 million from $586.1 million. Total debt grew to $3.7 billion of term loans after a September 2025 refinancing that added $1.0 billion of incremental first lien term loans, and the quarterly dividend was increased to $150 million from $75 million beginning in the third quarter of 2025. Investors should note the concentrated control structure: Endeavor and Silver Lake together control approximately 63.0% of the voting interests, and TKO is a controlled company exempt from certain NYSE governance requirements. The filing also discloses ongoing UFC antitrust litigation (Johnson, Cirkunovs and Davis cases), WWE-related proceedings, and IMG litigation in Italy seeking damages in the hundreds of millions of euros.

Feb 25, 2026 10-Q

TKO Group Holdings Quarterly Report for Q3 Ended Sep 30, 2025

TKO Group Holdings, Inc. reported third-quarter 2025 revenue of $1,119.9 million, 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 million 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 billion 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 million 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.

Nov 5, 2025 8-K

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

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 billion, 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 million, reflecting one fewer numbered event. Capital return activity was significant during the period. The company entered a $800 million 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.

Nov 5, 2025 8-K

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

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 billion 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 million 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% increase to the quarterly cash dividend.

Sep 15, 2025 8-K

TKO Group Holdings 8-K Report, Regulation FD Disclosure (Aug 11, 2025)

On August 11, 2025, TKO Group Holdings, Inc. announced a new seven-year media rights agreement with Paramount, a Skydance Corporation, under which Paramount becomes the exclusive home of all UFC events in the U.S. beginning in 2026. The agreement has an average annual value (AAV) of $1.1 billion. UFC's full slate of 13 marquee numbered events and 30 Fight Nights will be distributed via Paramount's direct-to-consumer streaming platform, Paramount+, with select numbered events simulcast on CBS. As part of the deal, UFC and Paramount will move away from the existing Pay-Per-View model, making these premium events available at no additional cost to Paramount+ subscribers in the U.S. The payment schedule is weighted more toward the back end of the deal. TKO expects revenue recognition to be consistent with its other large media rights contracts and in line with the sports media rights industry standard of being similar each year with single digit percent annual escalators. Management characterized the agreement as a milestone for UFC and an important realization of TKO's strategy, stating it provides meaningful economics for investors and expanded premium inventory for brand partners. Paramount intends to explore UFC rights outside the U.S. as they become available in the future.

Aug 11, 2025 10-Q

TKO Group Holdings Quarterly Report for Q2 Ended Jun 30, 2025

TKO Group Holdings, Inc. reported revenue of $1,308.4 million for the three months ended June 30, 2025, up from $1,193.2 million a year earlier, and $2,577.2 million for the six months, up from $2,415.6 million. Operating income for the quarter was $368.3 million versus $114.9 million in the prior-year quarter, and net income attributable to TKO Group Holdings, Inc. was $98.4 million versus $59.1 million. Total Adjusted EBITDA was $526.5 million for the quarter, compared with $300.8 million a year earlier. Results for 2025 reflect the Endeavor Asset Acquisition of the IMG business, On Location and PBR, completed February 28, 2025 and accounted for as a common control transaction with retrospectively recast historical periods. The new IMG segment reported Adjusted EBITDA of $29.0 million for the quarter. Balance sheet and cash flow highlights include cash and cash equivalents of $535.1 million and restricted cash of $323.4 million at June 30, 2025, and total long-term debt of $2,722.3 million noncurrent, with a First Lien Term Loan of $2,736.3 million principal outstanding. Net cash provided by operating activities was $559.0 million for the six months, versus $352.0 million a year earlier. Restricted cash rose to $323.4 million, which the filing ties partly to On Location's collections for the FIFA World Cup 2026. Other current liabilities include $250.0 million of advanced collections due to third parties. Capital returns and legal matters also shaped the period. TKO paid its quarterly Class A dividend of $0.38 per share in June 2025, and TKO OpCo made distributions of $75.2 million on each of March 31 and June 30, 2025. Endeavor OpCo bought 1,579,080 Class A shares from Vincent K. McMahon for $250.0 million in June 2025. The company paid the final $125.0 million installment of the $375.0 million UFC Le antitrust settlement in June 2025. Multiple UFC antitrust suits (Johnson, Cirkunovs, Davis) and WWE and IMG litigation remain pending.

Aug 6, 2025 8-K

TKO Group Holdings 8-K Report, Financial Results (Aug 6, 2025)

TKO Group Holdings, Inc. reported second quarter 2025 results for the period ended June 30, 2025, with revenue of $1.308 billion, net income of $273.1 million, and Adjusted EBITDA of $526.5 million. Adjusted EBITDA rose 75%, or $225.7 million, and Adjusted EBITDA margin improved to 40% from 25%. Operating cash flow was $396.2 million and Free Cash Flow was $374.9 million for the quarter. Results were recast to include the Acquired Businesses (IMG, On Location and Professional Bull Riders) as if they had been part of TKO for all historical periods, as a common control transaction. The company raised its full-year 2025 guidance to revenue of $4.630 billion to $4.690 billion and Adjusted EBITDA of $1.540 billion to $1.560 billion, up from the May ranges of $4.490 billion to $4.560 billion and $1.490 billion to $1.530 billion. Management cited outperformance in the first half of the year. Separately, ESPN and WWE announced a five-year agreement to bring WWE premium live events to ESPN's direct-to-consumer service. The filing also details capital return and legal items. The $2.0 billion Class A share repurchase program is expected to commence in the third quarter of 2025. Quarterly cash dividends of approximately $75 million were paid on March 31, 2025 and June 30, 2025. The final $125.0 million installment of the $375.0 million UFC antitrust settlement was paid into escrow in June 2025. Cash and cash equivalents were $535.1 million and gross debt was $2.769 billion as of June 30, 2025.

Aug 6, 2025 8-K

TKO Group Holdings 8-K Report, Shareholder Vote Results (Jun 13, 2025)

TKO Group Holdings, Inc. held its annual meeting of stockholders on June 12, 2025. Holders of Class A and Class B common stock representing 190,515,512 votes, or approximately 96.26% of the voting power entitled to vote, voting as a single class, were present in person or by proxy. The matters voted on were described in the company's definitive Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2025. Stockholders elected all twelve director nominees, each to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified. Support varied across nominees. Ariel Emanuel received 166,206,261 votes for and 17,331,444 withheld, and Steven R. Koonin received 158,669,414 for and 24,868,291 withheld. Nancy R. Tellem received 182,363,492 for and 1,174,213 withheld. Broker non-votes were 6,977,807 for each director nominee. Stockholders also approved Item 2, the ratification of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The vote was 190,379,850 for, 69,549 against, and 66,113 abstaining, with no broker non-votes.

Jun 13, 2025 10-Q

TKO Group Holdings Quarterly Report for Q1 Ended Mar 31, 2025

TKO Group Holdings, Inc. reported revenue of $1,268.8 million for the three months ended March 31, 2025, up from $1,222.4 million a year earlier. Operating income was $237.4 million versus an operating loss of $173.6 million in the prior-year quarter, which included a $335.0 million preliminary UFC antitrust settlement charge. Net income attributable to TKO Group Holdings, Inc. was $58.4 million, compared with a net loss of $103.8 million a year earlier. Total Adjusted EBITDA rose to $417.4 million from $338.9 million, with the UFC, WWE and IMG segments all contributing to the increase in segment profitability. The quarter was shaped by the Endeavor Asset Acquisition, completed February 28, 2025, in which TKO acquired the IMG business, On Location and Professional Bull Riders for total consideration of approximately $3.25 billion plus a $50 million purchase price adjustment. Because the transaction was accounted for as a common control acquisition, historical periods were recast to include the acquired businesses, and IMG became a third reportable segment. The company also paid its inaugural quarterly cash dividend of $0.38 per Class A share, totaling $75.2 million, on March 31, 2025, and repurchased 1,897,650 Class A shares for $300.9 million under an Endeavor trading plan before that plan terminated. Balance sheet items include cash and cash equivalents of $470.9 million, long-term debt of $2.73 billion, and total stockholders' equity of $10.17 billion. Management states that liquidity sources are sufficient for at least the next 12 months. The filing notes that the remaining $125.0 million UFC antitrust settlement payment is expected in the second quarter of 2025, and that the Endeavor Take-Private transaction closed March 24, 2025, with Silver Lake and its affiliates beneficially owning approximately 61% of total voting securities.

May 8, 2025 8-K

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

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 million 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 million 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 million in 2024. The acquisition consideration was stated as approximately $3.25 billion plus a $50 million purchase price adjustment.

May 8, 2025 8-K

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

TKO Group Holdings, Inc. reported first quarter 2025 results for the period ended March 31, 2025, with revenue of $1,268.8 million, net income of $165.5 million, and Adjusted EBITDA of $417.4 million. Results are presented on a recast basis that combines the Professional Bull Riders, On Location, and certain IMG-branded businesses acquired from Endeavor Group Holdings, Inc. on February 28, 2025, as a merger of entities under common control. Revenue rose 4%, or $46.4 million, led by WWE (up $74.8 million to $391.5 million) and UFC (up $46.7 million to $359.7 million), partially offset by a $73.4 million decline at IMG to $476.3 million. Net income compares favorably with a net loss of $234.5 million in the prior-year period, which included a $335.0 million preliminary UFC antitrust settlement charge. Operating cash flow was $162.8 million and free cash flow was $135.5 million, both benefiting from approximately $100.3 million of FIFA World Cup pre-payments held in escrow. Management raised its full-year 2025 guidance excluding the Acquired Businesses to revenue of $3.005 billion to $3.075 billion and Adjusted EBITDA of $1.390 billion to $1.430 billion. Including the Acquired Businesses, the company is targeting revenue of $4.490 billion to $4.560 billion and Adjusted EBITDA of $1.490 billion to $1.530 billion. The acquisition was valued at $3.25 billion, and Endeavor received approximately 26.54 million common units of TKO along with an equal number of TKO Class B shares. Capital return items noted in the filing include a $2.0 billion Class A share repurchase program expected to commence in the second or third quarter of 2025, an inaugural quarterly dividend of approximately $75 million paid on March 31, 2025, and a remaining $125.0 million payment due in the second quarter of 2025 under the $375.0 million UFC antitrust settlement. Gross debt was $2.776 billion and cash and cash equivalents were $470.9 million as of March 31, 2025.

May 8, 2025 8-K

TKO Group Holdings 8-K Report, Change in Control (Mar 24, 2025)

On March 24, 2025 (the "Closing Date"), Silver Lake and its affiliates completed the previously announced acquisition of Endeavor Group Holdings, Inc., the parent company of TKO Group Holdings, Inc. Through the Endeavor Acquisition, Silver Lake and its affiliates became the sole controlling shareholders of Endeavor, and this resulted in a change in control of TKO for purposes of Item 5.01. As of the effective time, Silver Lake and its affiliates beneficially own approximately 60.9% of TKO's total voting securities. The filing states that the Endeavor Acquisition does not constitute a "Change in Control" under the First Lien Credit Agreement dated August 18, 2016 (among Zuffa Guarantor, LLC, UFC Holdings, LLC, now TKO Worldwide Holdings, LLC, the lenders party thereto, and Goldman Sachs Bank USA as administrative agent, as amended and restated), nor a "Change of Control" under TKO's 2023 Incentive Award Plan. Investors should note these carve-outs, since they bear on whether the transaction triggers change-of-control provisions in those arrangements. The filing is a short Item 5.01 notice and refers to a separate Current Report on Form 8-K filed by Endeavor on the Closing Date for further details on the acquisition.

Mar 24, 2025 8-K

TKO Group Holdings 8-K Report, Financial Results (Mar 19, 2025)

TKO Group Holdings, Inc. filed this Form 8-K on March 19, 2025 solely to provide recast historical audited financial information for fiscal years 2023 and 2022. The recast gives effect to the Endeavor Asset Acquisition as if it had been consummated on January 1, 2022, and to the adoption of ASU 2023-07, Improvements to Reportable Segment Disclosures. The Endeavor Asset Acquisition, completed February 28, 2025, added the Professional Bull Riders, On Location, IMG Media, Mailman and various events businesses for total consideration of approximately $3.25 billion plus a $50 million purchase price adjustment. The filing states that it does not revise the company's periodic filings and is not an amendment or restatement of them. On the recast basis, revenue for 2023 was $3,224.8 million, up from $2,674.0 million in 2022, and operating income was $375.8 million versus $532.9 million. Net income was $143.0 million in 2023 compared with $359.6 million in 2022. Adjusted EBITDA was $847.8 million in 2023 versus $727.8 million in 2022, and the filing shows Adjusted EBITDA margin of 26% and 27%, respectively. Segment reporting now includes three reportable segments: UFC, WWE and IMG, with Corporate and Other covering PBR and unallocated corporate costs. The filing also details debt and liquidity. In November 2024 the company refinanced its first lien term loans into $2,750.0 million of New Term Loans maturing November 21, 2031, and a $205.0 million revolver maturing November 21, 2029. The revolver's financial covenant, a First Lien Leverage Ratio of 8.25-to-1, applies beginning with the quarter ending June 30, 2025, and only when revolver borrowings exceed the greater of $85.0 million and forty percent of capacity. The company also reports a $375.0 million UFC antitrust settlement that was finally approved in February 2025.

Mar 19, 2025 8-K

TKO Group Holdings 8-K Report, Material Agreement (Feb 28, 2025)

On February 28, 2025, TKO Operating Company, LLC and TKO Group Holdings, Inc. completed the acquisition of the Professional Bull Riders (PBR), On Location and IMG businesses (the Transferred Businesses) from Endeavor Operating Company, LLC and related Endeavor entities, under a Transaction Agreement dated October 23, 2024. The Transaction Agreement was amended on February 27, 2025 to accelerate the Inside Date to February 28, 2025, remove an automatic extension to April 1, 2025 under certain conditions, and change the timing of employee transfers. Endeavor and its subsidiaries collectively own approximately 61% of the voting interests of TKO PubCo as of the consummation of the Transactions. As consideration, the EDR Parties received approximately 26.1 million TKO Common Units, having an aggregate value of $3.25 billion based on the volume-weighted average sales price of TKO Class A Common Stock for the twenty-five trading days ending October 23, 2024, with an equivalent number of TKO PubCo Class B Common Stock shares. The Closing Consideration is also subject to a purchase price adjustment settled in equity of approximately 400 thousand TKO Common Units, valued at $50 million on the same basis. These equity securities were issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act. Concurrently, the parties mutually terminated the Services Agreement dated September 12, 2023 with Endeavor, which had covered services such as content, events, gaming rights, marketing, accounting, employee benefits, information technology and legal support. The filing states that the pro forma financial information required by Item 9.01(b) will be filed by amendment not later than 71 calendar days after the Item 2.01 deadline.

Feb 28, 2025 8-K

TKO Group Holdings 8-K Report, Financial Results (Feb 26, 2025)

TKO Group Holdings, Inc. reported fourth quarter and full year 2024 results on February 26, 2025, furnishing a press release (Exhibit 99.1) and historical financial information for WWE and UFC covering fiscal 2022 through 2024 (Exhibit 99.2). For full year 2024, revenue was $2.804 billion, net income was $6.4 million, and Adjusted EBITDA was $1.251 billion. Fourth quarter 2024 revenue was $642.2 million, net income was $47.5 million, and Adjusted EBITDA was $238.1 million. Results include $401.1 million of certain legal costs for the year, including a $375.0 million settlement of the Le UFC antitrust lawsuit, which affected net income and cash flow timing. Operating cash flow for 2024 was $583.4 million and Free Cash Flow was $508.5 million. The company guided to full year 2025 revenue of $2.930 billion to $3.000 billion and Adjusted EBITDA of $1.350 billion to $1.390 billion, covering its existing UFC, WWE and Corporate business only. Guidance excludes IMG, On Location and Professional Bull Riders, which TKO expects to acquire from Endeavor in an all-equity transaction valued at $3.25 billion, expected to close in the first quarter of 2025. The company also announced a share repurchase program of up to $2.0 billion of Class A common stock, expected to start in the second or third quarter of 2025, and an inaugural quarterly dividend of approximately $75 million payable March 31, 2025. At year end, cash and cash equivalents were $525.6 million and gross debt was $2.780 billion. The company refinanced its credit facility in November 2024 with a new seven-year $2.75 billion term loan and a new five-year $205 million revolver.

Feb 26, 2025 10-K

TKO Group Holdings Annual Report, Year Ended Dec 31, 2024

TKO Group Holdings, Inc. reported revenue of $2.80 billion for the year ended December 31, 2024, up $1,129.3 million, or 67.4%, from $1.68 billion in 2023, driven primarily by the full-year contribution of WWE following the September 2023 Transactions combining UFC and WWE. Operating income fell to $282.9 million from $446.7 million, mainly because selling, general and administrative expenses rose to $1,228.7 million, including a $375.0 million charge for the settlement of the UFC antitrust (Le) class action. Net income attributable to TKO Group Holdings, Inc. was $9.4 million, compared with a net loss of $35.2 million in 2023, while Adjusted EBITDA rose to $1,251.2 million from $809.1 million. Cash flow from operations was $583.4 million, and cash and cash equivalents ended the year at $525.6 million. Total outstanding term loan debt was $2.75 billion after a November 2024 refinancing that extended maturities to 2031. The board authorized a share repurchase program of up to $2.0 billion and a quarterly cash dividend of approximately $75 million to be paid by TKO OpCo, with the inaugural dividend payable March 31, 2025. The company also agreed to the Endeavor Asset Acquisition of the PBR, On Location and IMG businesses for total consideration of $3.25 billion, expected to close in the first quarter of 2025 and to issue approximately 26.1 million TKO OpCo Units and Class B shares to Endeavor affiliates. Investors should weigh the strong revenue growth and Adjusted EBITDA expansion against heavy concentration of control: Endeavor and its subsidiaries hold 53.9% of voting interests and the company is a controlled company under NYSE rules. Material risks include dependence on key media distribution agreements, with the UFC domestic license expiring in December 2025 and the WWE network license in March 2026, as well as ongoing WWE-related investigations and litigation.

Feb 26, 2025 8-K

TKO Group Holdings 8-K Report, Corporate Update (Dec 16, 2024)

TKO Group Holdings, Inc. (TKO) filed this Current Report on Form 8-K under Item 8.01 (Other Events) to describe an amendment to a financing arrangement held by its controlling shareholder, Endeavor Group Holdings, Inc. (Endeavor). Endeavor's controlled subsidiary, the Endeavor Borrower, is party to a Margin Loan Agreement dated September 13, 2024, with lenders and an Administrative Agent and Calculation Agent named therein. The agreement was amended on December 16, 2024, increasing the facility size to $2.25 billion, of which $500.0 million will be drawn in connection with the Amendment. As security, the Endeavor Borrower granted the lenders a first-priority lien, pro rata to their commitments, on 83,074,858 common units of TKO Operating Company, LLC and a corresponding number of shares of TKO's Class B common stock. The filing states these Pledged Securities represent approximately 48.6% of outstanding equity interests in TKO. TKO states that the loan is a facility of Endeavor, secured by certain of Endeavor's equity interests in TKO, and does not constitute indebtedness at TKO. The filing also includes standard forward-looking statement cautions, including references to future borrowings under the amended agreement.

Dec 16, 2024 8-K

TKO Group Holdings 8-K Report, Corporate Update (Dec 13, 2024)

TKO Group Holdings, Inc. filed this Form 8-K on December 13, 2024 to supplement its registration statements and prospectuses with financial information related to its proposed acquisition of the Professional Bull Riders, On Location and IMG businesses (together, the "Businesses") from Endeavor Group Holdings, Inc. The Transaction was previously announced on October 24, 2024. The filing attaches unaudited pro forma condensed combined financial information, combined financial statements of the Businesses for 2021 through 2023, and unaudited combined financial statements for the nine months ended September 30, 2024, all taken from the Information Statement on Schedule 14C filed December 10, 2024. The pro forma materials describe the Transaction as a total consideration of $3.25 billion, based on the 25-trading-day VWAP of TKO's Class A common stock through October 23, 2024. Endeavor's subsidiary EDR is expected to receive approximately 26.14 million common units of TKO and subscribe for an equal number of Class B shares. The pro forma statements of operations for the nine months ended September 30, 2024 show pro forma combined revenue of $3.96 billion and a pro forma net loss of $208.0 million, with a net loss attributable to TKO of $75.5 million. For the year ended December 31, 2023, pro forma combined revenue is $3.22 billion, with a net loss attributable to TKO of $56.2 million. The Businesses' own financial statements include a going concern paragraph. It cites the Parent's $2.2 billion term loan maturing May 18, 2025, and states that substantially all of the Businesses' assets are pledged as collateral to that loan. The pro forma figures are preliminary, present transaction accounting adjustments only (no synergies), and are not intended to project future results. The filing also lists risks including the possibility the Transaction is not consummated or is delayed, the ability to realize expected benefits, and transaction costs of approximately $50.5 million that are expected to be non-recurring.

Dec 13, 2024 8-K

TKO Group Holdings 8-K Report, Material Agreement (Nov 21, 2024)

On November 21, 2024, UFC Holdings, LLC, an indirect subsidiary of TKO Group Holdings, Inc., entered into the Fifth Refinancing Amendment to its First Lien Credit Agreement with Goldman Sachs Bank USA as administrative agent and the lenders party thereto. The amendment refinances and replaces the outstanding first lien secured term loans with new first lien secured term loans in an aggregate principal amount of $2,750.0 million, which now mature on November 21, 2031, and refinances the existing secured revolving credit facility, now a $205.0 million facility maturing on November 21, 2029. UFC Holdings borrowed the full $2,750.0 million of New Term Loans on the Closing Date to repay the entire amount outstanding under the Existing Term Loans and to pay fees and expenses related to the amendment. The New Term Loans bear interest at Term SOFR plus 2.25% (0.00% SOFR floor) or ABR plus 1.25%, and include 1% annual principal amortization payable in equal quarterly installments. The New Revolving Credit Facility bears interest at Term SOFR plus 2.00%-2.25% or ABR plus 1.00%-1.25%, depending on the First Lien Leverage Ratio. The amendment also sets the testing condition for the New Revolving Credit Facility financial covenant at the greater of $85.0 million and 40% of the borrowing capacity (excluding letters of credit, whether drawn or undrawn). The filing notes that certain lenders and their affiliates have engaged in, and may continue to engage in, investment banking, advisory and other commercial dealings with the Company, and the full terms are in Exhibit 10.1.

Nov 21, 2024 8-K

TKO Group Holdings 8-K Report, Financial Results (Nov 6, 2024)

TKO Group Holdings, Inc. reported third quarter 2024 results on November 6, 2024, with revenue of $681.2 million, up 52% (or $232.1 million) from the prior year period, driven by WWE, which contributed $326.3 million of revenue versus $51.6 million in the 2023 period that included only post-combination activity. Net income was $57.7 million and Adjusted EBITDA was $310.0 million, up 29%. Results were mixed by segment: UFC revenue fell 11% to $354.9 million and UFC Adjusted EBITDA fell 18% to $195.6 million, while WWE Adjusted EBITDA reached $175.3 million. Operating cash flow was $236.6 million and Free Cash Flow was $225.6 million, with cash of $457.4 million and gross debt of $2.736 billion as of September 30, 2024. Management revised full-year 2024 guidance to the upper end of its ranges of $2.670 billion to $2.745 billion for revenue and $1.220 billion to $1.240 billion for Adjusted EBITDA, and reaffirmed a Free Cash Flow Conversion target above 40%. The filing also describes a planned $2.0 billion share repurchase program, a quarterly dividend program totaling $75.0 million per quarter, a definitive agreement to acquire Professional Bull Riders, On Location and IMG from Endeavor in an all-equity transaction valued at $3.25 billion, and a credit facility refinancing seeking a new seven-year $2.75 billion term loan and a five-year $205 million revolver. The filing also discloses a $375.0 million settlement of the UFC antitrust lawsuit, payable in three equal installments, with $125.0 million paid into escrow in October 2024 and $250.0 million expected in 2025. Litigation costs were $44.6 million in the third quarter. The filing furnishes historical financial information for UFC and WWE on a combined basis for periods before the September 12, 2023 business combination.

Nov 6, 2024 10-Q

TKO Group Holdings Quarterly Report for Q3 Ended Sep 30, 2024

TKO Group Holdings, Inc. reported third-quarter 2024 revenue of $681.3 million, up from $449.1 million a year earlier, and nine-month revenue of $2.16 billion versus $1.06 billion, reflecting a full period of WWE results following the September 12, 2023 Transactions. Operating income for the quarter was $136.4 million and net income attributable to TKO Group Holdings, Inc. was $23.1 million. For the nine months, the company reported a net loss attributable to TKO Group Holdings, Inc. of $21.6 million, driven primarily by a $375.0 million charge for the settlement of UFC antitrust lawsuits (the Le case) recorded in selling, general and administrative expenses. Adjusted EBITDA was $310.0 million for the quarter and $1.01 billion for the nine months. Cash and cash equivalents rose to $457.4 million at September 30, 2024, from $235.8 million at December 31, 2023. Operating cash flow for the nine months was $526.6 million, and the company repurchased $165.0 million of Class A common stock from Vincent K. McMahon in the second quarter. Total long-term debt, including current portion, was $2.72 billion, consisting mainly of a First Lien Term Loan due April 2026. The $375.0 million settlement is payable in installments, with $125.0 million paid into escrow in late October 2024 and two payments covering the remaining $250.0 million expected in 2025. Subsequent events include a definitive agreement announced October 23, 2024 to acquire the Professional Bull Riders, On Location and IMG businesses from Endeavor for total consideration of $3.25 billion, expected to close in the first half of 2025. The board also authorized a share repurchase program of up to $2.0 billion of Class A common stock and a quarterly cash dividend program of $75.0 million, with dividend payments intended to begin March 31, 2025.

Nov 6, 2024 8-K

TKO Group Holdings 8-K Report, Material Agreement (Oct 24, 2024)

On October 23, 2024, TKO Operating Company, LLC and TKO Group Holdings, Inc. entered into a Transaction Agreement with Endeavor Operating Company, LLC, IMG Worldwide, LLC, and Trans World International, LLC. Under the agreement, the Endeavor entities will contribute the Professional Bull Riders, On Location and IMG businesses to TKO in exchange for 26,139,590 TKO Common Units, valued at $3.25 billion based on the 25-trading-day volume-weighted average price of TKO Class A common stock ending October 23, 2024. Endeavor will also subscribe for an equivalent number of TKO Class B common stock shares. The consideration is subject to customary purchase price adjustments settled in equity and cash. The closing is expected in the first half of 2025 and is subject to customary conditions, including regulatory approvals and the consummation of a pre-closing restructuring. The Written Consent of the Specified Stockholders has already been delivered, and the closing also requires a Rule 14c-2 information statement to be mailed with at least 20 calendar days elapsing afterward. Separately, TKO's Board authorized a share repurchase program of up to $2.0 billion of its Class A common stock, with no expiration, expected to be completed within approximately three to four years. The Board also approved a quarterly cash dividend program of $75.0 million, to be paid to Class A holders beginning March 31, 2025. Both the buyback and dividend program are stated to be separate from, and not conditional upon, the transaction. The agreement includes an Outside Date of 11 months from signing, subject to a 90-day automatic extension if only regulatory approvals remain outstanding. The filing also notes that the company will hold a webcast on October 24, 2024, to discuss the transaction and capital return program and provide an update on expected third-quarter 2024 results and full-year guidance expectations. Those results are scheduled for a November 6, 2024 earnings call. Investors should weigh the dilution implications of issuing equity for the acquired businesses, the timing and regulatory risks of closing, and the capital return commitments that are not contingent on the deal.

Oct 24, 2024 8-K

TKO Group Holdings 8-K Report, Regulation FD Disclosure (Sep 26, 2024)

TKO Group Holdings, Inc. disclosed under Item 7.01 (Regulation FD) that TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), a subsidiary, and/or affiliates including Endeavor Group Holdings, Inc. reached an agreement on September 26, 2024 to settle all claims in the Le et al. v. Zuffa, LLC class-action case for an aggregate of $375 million. The case involves former UFC athletes alleging violations of Section 2 of the Sherman Act; five related suits filed between December 2014 and March 2015 were consolidated in June 2015 into the Le case in the U.S. District Court for the District of Nevada. The settlement follows the court's denial of an earlier proposed settlement agreement. The updated terms are to be paid in installments over an agreed-upon period by the Company and its subsidiaries, and have been memorialized in a long-form agreement that will be submitted to the court for approval. The Company anticipates the settlement amount will be deductible for tax purposes. The filing is furnished rather than filed, and it includes standard forward-looking statement cautions covering the potential settlement amount and anticipated tax treatment, referencing risk factors in the Company's 2023 Form 10-K and June 30, 2024 Form 10-Q.

Sep 26, 2024 8-K

TKO Group Holdings 8-K Report, Financial Results (Aug 8, 2024)

TKO Group Holdings, Inc. reported record second-quarter 2024 results, with revenue of $851.2 million, a quarterly record, and Adjusted EBITDA of $420.9 million, also a quarterly record. Net income was $150.7 million, compared with $81.8 million in the prior year period. The results reflect the contribution of WWE following the September 12, 2023 combination of UFC and WWE, which is why year-over-year comparisons are heavily affected by the business combination. Second-quarter revenue included $394.4 million from UFC and $456.8 million from WWE. Operating cash flow was $230.7 million and Free Cash Flow was $218.6 million, with cash and cash equivalents of $277.5 million and gross debt of $2.744 billion as of June 30, 2024. TKO raised its full-year 2024 guidance for the second consecutive quarter, now expecting revenue of $2.670 billion to $2.745 billion and Adjusted EBITDA of $1.220 billion to $1.240 billion. It reaffirmed its Free Cash Flow Conversion target of in excess of 40%, which was revised down from in excess of 50% in May, primarily due to expected 2024 payments tied to the UFC antitrust settlements. On July 30, 2024, the court denied the motion for preliminary approval of the $335 million settlement of the Le and Johnson UFC antitrust lawsuits, and a new tentative trial date for the Le case was set for October 28, 2024. The company is evaluating its options, including an appeal, and has begun discussions with plaintiffs' counsel about separate settlements. The quarter also included $29.8 million of restructuring, severance and impairment costs, including a $24.3 million impairment on WWE assets held for sale, and $2.4 million of merger and acquisition costs. During the second quarter, TKO repurchased approximately 1.9 million Class A shares for $165.0 million, and since September 2023 it has repurchased approximately 3.2 million shares for $265.0 million.

Aug 8, 2024 8-K

TKO Group Holdings 8-K Report, Auditor Change (Aug 8, 2024)

TKO Group Holdings, Inc. filed this Current Report on Form 8-K on August 8, 2024 to disclose a change in its independent registered public accounting firm. The filing states the change is tied to auditor independence implications under SEC rules arising from the expected take-private acquisition of Endeavor Group Holdings, Inc. by Silver Lake. The Audit Committee notified Deloitte & Touche LLP that it will be dismissed effective upon the filing of the Company's Form 10-Q for the quarter ending June 30, 2024, and appointed KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. The filing explicitly states the auditor change was not the result of work performed by Deloitte or matters involving the Company's financial statements. Deloitte's reports on the consolidated financial statements for fiscal years 2022 and 2023 contained no adverse opinion, disclaimer of opinion, or qualification. The filing also states there were no disagreements or reportable events with Deloitte during fiscal 2022, 2023, or the interim period through August 8, 2024, and that neither the Company nor anyone on its behalf consulted KPMG on accounting, auditing, or reporting matters during the same periods. The filing's exhibits are a letter from Deloitte dated August 8, 2024 (Exhibit 16.1), which states whether Deloitte agrees with the Company's disclosures, and the Inline XBRL cover page data file (Exhibit 104). For investors, this is a procedural governance disclosure rather than a financial-performance event, and the filing itself reports no financial results.

Aug 8, 2024 10-Q

TKO Group Holdings Quarterly Report for Q2 Ended Jun 30, 2024

TKO Group Holdings, Inc. reported second-quarter 2024 revenue of $851.2 million for the three months ended June 30, 2024, up from $305.2 million a year earlier, and $1,480.9 million for the six months, up from $611.9 million. The comparison is distorted by the September 12, 2023 combination of the UFC and WWE businesses, with WWE contributing $456.8 million of revenue in the quarter. Net income attributable to TKO Group Holdings, Inc. was $59.1 million for the quarter, while the six-month figure was a loss of $44.7 million, largely reflecting a $335.0 million legal settlement related to the UFC antitrust lawsuits recorded in selling, general and administrative expenses. Consolidated Adjusted EBITDA was $420.9 million for the quarter and $703.1 million for the six months. The company's balance sheet shows total assets of $12.72 billion at June 30, 2024, including goodwill of $7.67 billion and intangible assets of $3.40 billion, against total liabilities of $4.09 billion. Total debt was $2.73 billion, consisting mainly of a first lien term loan due April 2026. During the second quarter, TKO repurchased 1,853,724 Class A shares from Vincent K. McMahon for $165.0 million, funded with about $150.0 million of revolver borrowings and cash on hand; the revolver was fully repaid in June 2024. Cash and cash equivalents rose to $277.5 million, and operating cash flow was $290.0 million for the six months. The filing also discloses ongoing legal matters, including the UFC antitrust settlement, which the court denied preliminary approval of on July 30, 2024, and a consolidated WWE merger litigation in Delaware. The company stated it is evaluating its options, including an appeal, and has begun settlement discussions with plaintiffs' counsel for the Le and Johnson cases.

Aug 8, 2024 8-K

TKO Group Holdings 8-K Report, Regulation FD Disclosure (Jul 31, 2024)

TKO Group Holdings, Inc. filed this Current Report under Item 7.01 (Regulation FD Disclosure) to disclose a court ruling in the UFC antitrust class-action litigation. TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), a subsidiary of the Company, and/or affiliates including Endeavor Group Holdings, Inc. are defendants in several substantially similar class-action lawsuits by former UFC athletes alleging violations of Section 2 of the Sherman Act. The Le case (consolidated in June 2015) and the Johnson case (filed in 2021) were the subject of a proposed settlement of all claims in both actions for an aggregate amount of $335 million, payable by the Company and its subsidiaries in installments over an agreed-upon period. On July 30, 2024, the court denied the motion for preliminary approval of the settlement. The court has not yet issued a written opinion explaining its reasoning, but it scheduled a status conference for August 19, 2024 and set a new tentative trial date for Le of October 28, 2024. The Company is evaluating all of its options, including an appeal, and has initiated discussions with plaintiffs' counsel, who have expressed willingness to engage in separate settlement discussions for the Le and Johnson cases. A motion to dismiss the Johnson complaint remains pending, and no trial date has been set for that case. For investors, the key takeaway is that the proposed $335 million settlement is not approved, leaving the Company facing a possible near-term trial in Le and an open question about the timing and terms of any future resolution. The filing does not quantify any accrual or expected financial impact beyond the proposed settlement amount.

Jul 31, 2024 8-K

TKO Group Holdings 8-K Report, Shareholder Vote Results (Jun 14, 2024)

TKO Group Holdings, Inc. filed this Current Report on Form 8-K to disclose the results of its annual meeting of stockholders, held June 12, 2024. Shares of Class A and Class B common stock representing 160,925,077 votes, or approximately 94.49% of the voting power entitled to vote, were present in person or by proxy, voting as a single class. Stockholders elected all twelve director nominees to serve until the 2025 annual meeting. Votes for each nominee ranged from roughly 129 million to 154 million, with withheld votes ranging from about 0.7 million to 25 million. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2024, with 160,155,670 votes for and 197,826 against. On the advisory say-on-pay proposal, 110,000,339 votes were cast for and 44,388,047 against, with 145,175 abstaining and 6,391,516 broker non-votes. On the frequency question, 103,165,171 votes favored a vote every three years, and the Board determined to hold future advisory compensation votes every three years.

Jun 14, 2024 8-K

TKO Group Holdings 8-K Report, Financial Results (May 8, 2024)

TKO Group Holdings, Inc. reported first-quarter 2024 results for the period ended March 31, 2024, with revenue of $629.7 million and a net loss of $249.5 million, compared with net income of $87.9 million in the prior-year period. The net loss reflected higher operating expenses, including a $335.0 million legal settlement related to a UFC antitrust matter, along with increases in selling, general and administrative expenses of $475.6 million, direct operating costs of $111.8 million, and depreciation and amortization of $91.9 million. Adjusted EBITDA was $282.2 million, up 63% from the prior year, driven by the contribution of $140.2 million from WWE. Cash and cash equivalents were $245.8 million and gross debt was $2.752 billion as of March 31, 2024. Operating cash flow was $59.3 million and Free Cash Flow was $27.8 million. TKO raised its full-year 2024 guidance, now targeting revenue of $2.610 billion to $2.685 billion and Adjusted EBITDA of $1.185 billion to $1.205 billion. The company revised its Free Cash Flow Conversion target to in excess of 40%, down from in excess of 50% previously, citing expected 2024 payments under the UFC antitrust settlement. The settlement, which remains subject to court approval, is payable in three installments: two payments totaling $200 million in 2024 and one payment of $135 million in 2025. The filing also discloses that TKO repurchased approximately 1.9 million Class A shares for $165.0 million in April 2024, and approximately 3.2 million shares for an aggregate $265.0 million since the September 2023 formation of TKO. The quarter's results include WWE on a full-quarter basis, while the prior-year comparison reflects only UFC, so year-over-year comparisons are affected by the business combination.

May 8, 2024 10-Q

TKO Group Holdings Quarterly Report for Q1 Ended Mar 31, 2024

TKO Group Holdings, Inc. reported a first quarter 2024 net loss of $249.5 million on revenue of $629.7 million, compared with net income of $87.95 million on revenue of $306.7 million in the first quarter of 2023. The period reflects the September 12, 2023 combination of the UFC and WWE businesses, which is accounted for as a reverse acquisition of WWE. Operating loss was $210.3 million, driven largely by $335.0 million of legal costs tied to the settlement of UFC antitrust lawsuits and $107.2 million of depreciation and amortization. Net loss attributable to TKO Group Holdings, Inc. was $103.8 million, or $1.26 per share of Class A common stock. Adjusted EBITDA was $282.2 million, compared with $172.6 million a year earlier, with the UFC segment contributing $195.1 million and the WWE segment $140.2 million. The balance sheet shows total assets of $12.72 billion, total liabilities of $4.09 billion, and total long-term debt of $2.71 billion, primarily a first lien term loan with $2.7 billion outstanding. Cash and cash equivalents rose to $245.8 million. Accrued liabilities increased to $405.7 million, including $200.0 million of legal settlements expected to be paid within twelve months, and other long-term liabilities rose to $137.9 million, reflecting the remaining $135.0 million of the settlement due in April 2025. Operating cash flow was $59.3 million, and cash used in investing activities was $36.2 million. Subsequent to quarter end, the company borrowed $150.0 million under its revolving credit facility to fund share repurchases in the second quarter of 2024, and amended the credit agreement to extend the revolver's maturity to October 29, 2025. Remaining exposures include WWE-related regulatory inquiries, a lawsuit alleging sexual assault by a former executive, and consolidated Delaware stockholder litigation tied to the Transactions, all at an early stage. Management concluded that disclosure controls were effective as of March 31, 2024.

May 8, 2024 8-K

TKO Group Holdings 8-K Report, Corporate Update (Apr 8, 2024)

TKO Group Holdings, Inc. disclosed two related stock purchase agreements with Vincent K. McMahon, the Seller, for shares of its Class A common stock at $89.01 per share. On April 4, 2024, WME IMG, LLC ("Endeavor"), an indirect subsidiary of Endeavor Group Holdings, Inc. ("EGH"), the parent company of TKO, agreed to buy 1,642,970 shares for an aggregate $146.2 million, with closing expected on or about April 9, 2024, subject to customary conditions. On April 7, 2024, TKO agreed to buy 1,853,724 shares from the same Seller for an aggregate $165.0 million, with closing expected on or about April 10, 2024, subject to customary conditions. TKO intends to retire the repurchased shares after closing. It plans to fund the purchase with approximately $150.0 million of borrowings under the revolving credit facility under its First Lien Credit Agreement, along with cash on hand. The filing is a brief Item 8.01 (Other Events) disclosure. It contains forward-looking statements, including the expected timing and funding of the share repurchase, and refers investors to the risk factors in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Apr 8, 2024 8-K

TKO Group Holdings 8-K Report, Regulation FD Disclosure (Mar 20, 2024)

TKO Group Holdings, Inc. filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) on March 20, 2024 to disclose the settlement of two class-action lawsuits brought by former UFC athletes alleging violations of Section 2 of the Sherman Act. The lawsuits are the Le case, consolidated in June 2015 from five related class actions filed between December 2014 and March 2015, and the Johnson case, filed in 2021. Both suits name TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), a subsidiary of the Company, and/or certain affiliates, including Endeavor Group Holdings, Inc., TKO OpCo's ultimate parent entity. On March 13, 2024, TKO reached an agreement to settle all claims in both the Le and Johnson cases for an aggregate amount of $335 million, payable by the Company and its subsidiaries in installments over an agreed-upon period. The terms are to be memorialized in a long-form agreement and then submitted to the court for approval. The Company anticipates the settlement amount will be deductible for tax purposes. The filing is a regulatory disclosure rather than a financial results release, and it contains no other financial figures. It also states that the information is not deemed filed for purposes of Section 18 of the Exchange Act, and it carries standard forward-looking statement cautions referring investors to the risk factors in the Company's 2023 Form 10-K.

Mar 20, 2024 8-K

TKO Group Holdings 8-K Report, Financial Results (Feb 27, 2024)

TKO Group Holdings, Inc. filed this Form 8-K on February 27, 2024 to furnish its results for the year ended December 31, 2023, along with historical financial information for UFC and WWE for fiscal 2022 and 2023. The company was formed by the combination of UFC and WWE, which closed on September 12, 2023, and reports two segments, UFC and WWE, plus Corporate. Full-year 2023 consolidated revenue increased 47%, or $534.9 million, to $1.7 billion, and Adjusted EBITDA increased 29%, or $180.4 million, to $809.1 million. Net income was $175.7 million, down $213.3 million from $389.0 million, reflecting higher operating expenses, including selling, general and administrative expenses up $339.0 million and interest expense up $99.4 million. UFC delivered record results, with revenue up 13% to $1.3 billion and Adjusted EBITDA up 11% to $756 million. Free cash flow was $419.8 million, down $69.5 million from $489.3 million, largely due to lower operating cash flow and higher capital expenditures tied to WWE's new headquarters. At December 31, 2023, cash and cash equivalents were $235.8 million and gross debt was $2.761 billion. For 2024, the company is targeting revenue of $2.575 billion to $2.650 billion, Adjusted EBITDA of $1.150 billion to $1.170 billion, and Free Cash Flow Conversion in excess of 50%. The filing also notes a January 2024 long-term media rights agreement with Netflix, beginning in January 2025, for Raw in the United States and all WWE shows and specials outside the United States.

Feb 27, 2024 10-K

TKO Group Holdings Annual Report, Year Ended Dec 31, 2023

TKO Group Holdings, Inc. was formed on September 12, 2023 through the combination of UFC and WWE, with TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC) treated as the accounting acquirer in a reverse acquisition of WWE. For the year ended December 31, 2023, revenue was $1,675.0 million, up $534.9 million, or 47%, from $1,140.1 million in 2022. Adjusted EBITDA was $809.1 million, up $180.4 million, or 29%. Net income was $175.7 million, while the net loss attributable to TKO Group Holdings, Inc. was $(35.2) million. Post-combination WWE contributed $382.8 million of revenue and $163.0 million of Adjusted EBITDA from September 12 through December 31, 2023. The company carries $2.7 billion of first lien term loans maturing in April 2026, with about $205 million of revolver capacity, and interest expense rose $99.4 million, or 71%, to $239.0 million on higher variable rates. Endeavor Group Holdings controls about 52.1% of voting power, so TKO qualifies as a controlled company. Key risks disclosed include a pending antitrust class action by former UFC fighters with a trial date of April 15, 2024, legal and regulatory inquiries tied to the WWE special committee investigation of Vincent K. McMahon, and the renewal or replacement of major media rights agreements, including the Netflix agreement for Raw beginning January 2025. The company reported $1,675.0 million of revenue, $809.1 million of Adjusted EBITDA, and $468.4 million of operating cash flow for 2023. Investors should weigh the strong growth and media-rights visibility against the leverage, the rising interest burden, and the concentrated Endeavor control.

Feb 27, 2024 8-K

TKO Group Holdings 8-K Report, Executive Changes (Jan 29, 2024)

TKO Group Holdings, Inc. filed this Current Report on Form 8-K, dated January 26, 2024 and signed January 29, 2024, to disclose a leadership change at the top of the company. Under Item 5.02 (Departure of Directors or Certain Officers), Vincent K. McMahon notified the Board of Directors of his resignation from his positions as Executive Chair and as a member of the Board, along with any other positions, employment or otherwise, he holds at TKO and its subsidiaries. The resignations took effect immediately as of January 26, 2024. The filing is a brief notice and does not disclose a successor, the terms of any separation arrangement, or any financial results. Its significance for investors lies in the governance change: the departure of the company's Executive Chair and a Board member, with effect from the date of notice. The filing is signed by Chief Financial Officer Andrew Schleimer. Because the filing contains no financial statements or quantitative data, its impact on TKO's financial position cannot be assessed from this document alone. Investors seeking details on succession, compensation or any continuing relationship would need to consult subsequent company disclosures.

Jan 29, 2024 8-K

TKO Group Holdings 8-K Report, Regulation FD Disclosure (Jan 23, 2024)

On January 23, 2024, TKO Group Holdings, Inc. announced a long-term partnership between its subsidiary World Wrestling Entertainment, LLC (WWE) and Netflix, Inc. Beginning in January 2025, Netflix will become the exclusive new home of WWE's weekly show Raw in the U.S., Canada, U.K. and Latin America, among other territories, with additional countries and regions to be added over time. Netflix will also become the home for all WWE shows and specials outside the U.S., including SmackDown, NXT, and Premium Live Events such as WrestleMania, SummerSlam and Royal Rumble, and WWE documentaries and original series will be available on Netflix internationally beginning in 2025. The agreement has an initial 10-year term for an aggregate rights fee in excess of $5 billion, with an option for Netflix to extend for an additional 10 years and to opt out after the initial five years. Management stated the deal "locks in significant and predictable economics for many years." The filing notes Raw leaves linear television for the first time since its 1993 debut, and that Raw is currently the No. 1 show on USA Network with 17.5 million unique viewers over the course of the year. The filing is furnished under Items 7.01 and 8.01, and the press release is incorporated as Exhibit 99.1. TKO's CEO Ariel Emanuel was scheduled to discuss the partnership in a CNBC interview the same day. The filing includes customary forward-looking statement cautions.

Jan 23, 2024 8-K

TKO Group Holdings 8-K Report, Executive Changes (Jan 23, 2024)

On January 23, 2024, the TKO Board of Directors of TKO Group Holdings, Inc. increased the size of the board from eleven to thirteen directors and appointed Dwayne Johnson as a WWE director designee and Bradley A. Keywell as an EDR director designee, effective the same day. Under the Amended Governance Agreement among TKO, Endeavor Group Holdings, Endeavor Operating Company, January Capital entities, TKO Operating Company and Vincent K. McMahon, Endeavor's designation right increased from six to seven directors, and WWE's (inclusive of Mr. McMahon's designees) increased from five to six. The filing also discloses a related-party arrangement with Mr. Johnson. On January 22, 2024, TKO and WWE entered into an IP Assignment Agreement transferring "The Rock" trademark and related intellectual property to Mr. Johnson's affiliate, and a Services Agreement under which Mr. Johnson provides promotional services and licenses his name, likeness and IP to WWE for licensed wrestling-related products for up to 10 years. As consideration, Mr. Johnson is to receive restricted stock units valued at $30,000,007, vesting 25% on the Effective Date, 25% upon completion of certain services, 25% on December 31, 2024, and the remaining 25% in monthly installments from January 31, 2025 through December 31, 2025. Mr. Johnson also received approximately $491,000 in royalties from WWE for 2023 and will continue to receive royalties under the Services Agreement. Mr. Keywell will receive standard non-employee director compensation: a $107,000 annual cash retainer, an initial prorated RSU award with a grant date value of $182,000, and an annual RSU award of $182,000. Both directors have signed the company's standard indemnification agreement.

Jan 23, 2024 8-K

TKO Group Holdings 8-K Report, Executive Changes (Jan 23, 2024)

On January 21, 2024, TKO Group Holdings, Inc. entered into a Term Employment Agreement with Mark Shapiro, its President and Chief Operating Officer, superseding his prior agreement dated September 12, 2023. The agreement runs from January 1, 2024 through December 31, 2027, and Mr. Shapiro will report to Ariel Emanuel, Chief Executive Officer of TKO. The filing states that he may continue to provide services in his roles at Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC and their subsidiaries. Compensation includes an annual base salary of $4,000,000, a $4,000,000 cash bonus for fiscal year 2023, and a target annual bonus of $6,000,000 for later years, based on TKO and/or individual performance metrics. The agreement also provides a one-time award of 252,749 restricted stock units vesting in four equal annual installments on December 31 of 2024 through 2027, plus annual equity awards with a target value of $10,000,000 beginning with fiscal year 2024 grants. The agreement includes severance and change-of-control protections. Termination without Cause or for Good Reason triggers continued base salary, target bonus payments and accelerated vesting of time-based awards through the later of December 31, 2027 or the second anniversary of termination. Unvested service-based equity awards accelerate upon a Change of Control. Severance is conditioned on execution of a release of claims.

Jan 23, 2024 8-K

TKO Group Holdings 8-K Report, Executive Changes (Jan 12, 2024)

On January 12, 2024, TKO Group Holdings, Inc. entered into a Term Employment Agreement with Seth Krauss, its Chief Legal and Administrative Officer, under Item 5.02 of this Form 8-K. The agreement is effective January 1, 2024 and expires December 31, 2027. Mr. Krauss reports to TKO's President or Chief Operating Officer (currently Mark Shapiro) and may continue to serve in his roles at Endeavor Group Holdings, Inc. and its subsidiaries. The agreement provides an annual base salary of $2,000,000 and an annual target bonus of $2,000,000 for years after 2023, with a discretionary bonus for fiscal 2023. It also grants a one-time award of 39,109 restricted stock units vesting in four equal annual installments through December 31, 2027. Annual equity awards carry a target of $1,216,438 for fiscal 2023 (pro-rated from September 12, 2023) and $4,000,000 for each full fiscal year thereafter, subject to performance and service criteria, with three-year ratable vesting. Severance protections apply on termination without Cause, resignation for Good Reason, or an Employer Non-Renewal. These include continued base salary through the later of December 31, 2027 and the first anniversary of termination, target bonus for the year of termination, and accelerated time-based vesting, subject to a release of claims. Restrictive covenants apply for up to two years after termination.

Jan 12, 2024 8-K

TKO Group Holdings 8-K Report, Material Agreement (Nov 14, 2023)

TKO Group Holdings, Inc. filed this Current Report on Form 8-K to disclose the closing of an underwritten secondary offering by Vincent K. McMahon, the Selling Stockholder, of 8,400,000 shares of its Class A common stock at an offering price of $79.80 per share. The underwriting agreement is dated November 9, 2023, with TKO Operating Company and Morgan Stanley & Co. LLC, as representative of the underwriters, and the offering closed on November 14, 2023. TKO did not sell any shares and received no proceeds from the offering. In a related transaction, TKO agreed to repurchase 1,308,729 shares of its Class A common stock from the underwriters for an aggregate purchase price of approximately $100.00 million. The company funded the repurchase with approximately $100.0 million of borrowings under the revolving credit facility under its First Lien Credit Agreement dated August 18, 2016. Chief Executive Officer Ariel Emanuel, President and Chief Operating Officer Mark Shapiro, and certain other directors agreed to purchase 12,531, 12,531 and 10,650 shares, respectively, in the offering at the public offering price. The offering was made under a prospectus supplement dated November 9, 2023 to a prospectus dated September 19, 2023, included in a shelf registration statement on Form S-1. The filing otherwise contains customary underwriting agreement terms, including representations, warranties, indemnification and termination provisions, and the full agreement is filed as Exhibit 1.1.

Nov 14, 2023 8-K

TKO Group Holdings 8-K Report, Regulation FD Disclosure (Nov 9, 2023)

TKO Group Holdings, Inc. (NYSE: TKO) filed a Form 8-K on November 9, 2023 under Item 7.01 (Regulation FD Disclosure) to announce an underwritten secondary offering of 8,400,000 shares of its Class A common stock by a selling stockholder, Mr. Vincent K. McMahon. The Company itself is not selling any shares, and the Selling Stockholder will receive all net proceeds from the offering. Morgan Stanley & Co. LLC is book-running manager and MUFG Securities Americas Inc. is co-manager. In connection with the offering, TKO intends to repurchase approximately $100.0 million of Class A common stock from the underwriters, at the price the underwriter pays the Selling Stockholder. The Company intends to fund this share repurchase with approximately $100.0 million of borrowings under the revolving credit facility under its First Lien Credit Agreement dated August 18, 2016, with Goldman Sachs Bank USA as Administrative Agent. Certain insiders have also indicated interest in purchasing shares in the offering at the public offering price: Chief Executive Officer and director Ariel Emanuel (up to $1.0 million), President, Chief Operating Officer and director Mark Shapiro (up to $1.0 million), and certain other directors (up to $850.0 thousand in aggregate). The filing attaches a press release dated November 9, 2023 as Exhibit 99.1, and the Item 7.01 disclosure is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Nov 9, 2023 8-K

TKO Group Holdings 8-K Report, Financial Results (Nov 7, 2023)

TKO Group Holdings, Inc. filed this Form 8-K on November 7, 2023 to furnish its press release announcing results for the quarter ended September 30, 2023 (Exhibit 99.1). The quarter is the first to reflect the combined company following the September 12, 2023 closing of the transaction that combined UFC and WWE. UFC results cover the full period from July 1, 2023, while WWE results are included only from September 12, 2023 through September 30, 2023. For the third quarter, revenue was $449.1 million, up 32% or $108.4 million, and net income was $22.0 million, down from $129.7 million, reflecting higher selling, general and administrative expenses of $136.7 million, which included merger-related professional fees and bonuses and restructuring charges. Adjusted EBITDA rose 26% to $239.7 million. Operating cash flow was $67.0 million and free cash flow was $63.6 million, both lower year over year. Cash and cash equivalents were $188.6 million and gross debt was $2.773 billion as of September 30, 2023. The filing also notes a special one-time cash dividend of $3.86 per Class A share, totaling approximately $321 million, paid on September 29, 2023. The company recorded $67.5 million of merger and acquisition related costs in the quarter and $31.6 million of restructuring, severance and impairment costs tied to its cost reduction program. Management highlighted a multi-year AB InBev sponsorship and a WWE media rights agreement with NBCUniversal for SmackDown beginning October 2024.

Nov 7, 2023