TKO Group Holdings (TKO) 10-K risk factor changes: FY2024 vs FY2023

[removed: ##] Risks Related to Our Business

There can be no assurance that consumer and corporate spending will not be adversely impacted by [removed: current] economic and geopolitical conditions, or by any future deterioration in economic conditions, thereby possibly impacting our operating results and growth.

Our failure to maintain, renew or replace key agreements could adversely affect our ability to distribute our media content, WWE Network and/or other of our goods and services, which could adversely affect our operating [removed: results.][added: results.]

We [added: also] have substantial relationships with NBCU, which carries [removed: *Raw*] [added: *SmackDown* on USA Network,] and [added: The CW, which carries] *NXT* [removed: through] [added: on] its cable [removed: networks.][added: network.]

[removed: No assurances] can be provided as to the outcome of these negotiations and, if we are unable to renew existing agreements or find alternative streaming or distribution [removed: partners,] [added: partners on at least as favorable terms, if at all,] our results of operations could be adversely impacted.

[removed: As announced in January 2024, beginning] [added: Beginning] January 2025, Netflix [removed: will be] [added: became] the exclusive global home to *Raw*.

Additionally, [removed: beginning in] [added: since] January 2025 and as rights become available globally, distribution for all WWE content outside the U.S., including premium live events, [removed: will be] [added: is] on Netflix.

Any adverse change in these relationships or agreements, including as a result of U.S., European Union and United Kingdom trade and economic sanctions and any [added: counter-sanctions enacted by such sanctioned countries (e.g., Russia), or a deterioration in the perceived value of our sponsorships or these distribution channels, could have an adverse effect on our business, financial condition and results of operations.]

If they are unable to sell advertising and/or subscriptions either with regard to WWE and UFC programming specifically or all of their [removed: programing] [added: programming] generally, it could adversely affect our operating results.

For UFC, these providers include, but are not limited to, [removed: Bellator,] M-1 Global, Professional Fighters League, Combate Global, Invicta FC, Cage Warriors, AMC Fight Nights, ONE Championship, Rizin Fighting Federation, Absolute Championship Akhmat, Pancrase, Caged Steel, Eagle Fighting Championship, KSW and Extreme Fighting Championship.

[added: Any increased competition, which may not be foreseeable, or our failure to adequately] address any competitive factors, could result in reduced demand for our content, live events, or brand, which could have an adverse effect on our business, financial condition, and results of operations.

[added: For example,] Zuffa [removed: is currently] [added: was] named as a defendant in [removed: multiple] class-action lawsuits alleging that we violated Section 2 of the Sherman Act by monopsonizing an alleged market for the services of elite professional MMA [removed: athletes.][added: athletes, Le et al.]

The fighter plaintiffs claim that Zuffa’s alleged conduct injured them by artificially depressing the compensation they received for their services, and they [removed: seek] [added: sought] treble damages under the antitrust laws, as well as attorneys’ fees and costs, and, in some instances, injunctive relief.

If the results of these [added: investigations,] claims, allegations, investigations, proceedings, or suits are unfavorable to us or if we are unable to successfully defend against third-party lawsuits, we may be required to pay monetary damages or may be subject to fines, penalties, injunctions, or other censure that could have an adverse effect on our business, financial condition, and results of operations.

The [removed: special committee of] [added: special committee of] independent members of WWE’s Board of Directors’ investigation into allegations of misconduct by [removed: Mr.] [added: Vincent] McMahon, and any further allegations, claims or investigations may have an adverse financial and operational impact on our business performance.

WWE subsequently identified two additional payments totaling $5.0 million unrelated to the alleged misconduct by Mr. McMahon that led to the Special Committee investigation, that Mr. McMahon made in 2007 and 2009 that were not appropriately recorded as expenses in [removed: the] WWE’s consolidated financial statements.

All payments underlying the Unrecorded Expenses have been [removed: or will be] paid by Mr. McMahon personally.

Although the Special Committee investigation was completed and, in January 2024, Mr. McMahon resigned from his position as Executive Chair and member of TKO’s Board of Directors, as well as other positions, employment and otherwise, at TKO and its subsidiaries, WWE has received, and the Company may receive in the future, regulatory, investigative and enforcement inquiries, subpoenas, [removed: demands and/or other] [added: demands,] claims [removed: and] [added: and/or] complaints arising from, related to, or in connection with these matters or in connection with new claims or allegations.

[removed: On] [added: For example, on] January 25, 2024, a former WWE employee filed a lawsuit against WWE, Mr. McMahon and another former WWE executive in the United States District Court for the District of Connecticut alleging, among other things, that she was sexually assaulted by Mr. McMahon and asserting claims under the Trafficking Victims Protection Act.

[removed: Since] [added: Following] the closing of the Transactions, the Company [removed: has] recorded an additional $3.5 million of expenses [added: during the year ended December 31, 2023] related to these additional claims.

Mr. McMahon has made [removed: or will make] all related payments personally.

Professional costs resulting from WWE’s Special Committee’s investigation [added: and/or related claims] have been significant and are expected to continue to be significant as the Company continues to incur costs arising from ongoing and/or potentially new regulatory, investigative and enforcement inquiries, [removed: subpoenas and demands] [added: subpoenas,] and [removed: claims.][added: demands, claims and/or lawsuits.]

We expect Mr. McMahon to reimburse the Company for reasonable expenses incurred in connection with the [removed: investigation.][added: investigation and related matters.]

During the year ended December 31, [removed: 2023,] [added: 2024,] Mr. McMahon reimbursed the Company [removed: $5.8] [added: $6.4] million associated with these costs.

The impact of global pandemics or other [removed: outbreaks, such as the COVID-19 pandemic,] [added: health crises] could adversely affect our business, financial condition and results of operations.

Our operations and events could be impacted by restrictions resulting from global pandemics or [removed: similar outbreaks, such as the COVID-19 pandemic.][added: other health crises.]

We will assess and respond to any such pandemics or [removed: outbreaks,] [added: health crises,] including by abiding by any new government-imposed restrictions, market by market.

We are unable to accurately predict the ultimate impact any global pandemics or [removed: similar outbreaks] [added: other health crises] will have on our operations going forward due to the aforementioned uncertainties.

The ability of these foreign nationals to remain and work or compete in the United States is impacted by a variety of [removed: laws] [added: laws, regulations] and [removed: regulations,] [added: executive orders,] as well as the processing procedures of various government agencies.

Changes in applicable laws, regulations, [added: executive orders] or procedures could adversely affect our ability to hire or retain these key personnel or sponsor athletes and performers who are not United States citizens and could affect our costs of doing business.

Similar changes in applicable laws, [removed: regulations] [added: regulations, executive orders] or procedures in those countries could adversely affect our ability to hire or retain key personnel or sponsor athletes and performers internationally.

[removed: The ability of our key personnel, contractors and the athletes and performers that participate in our events to travel internationally for their work or to participate in our events is impacted by a variety of laws and regulations,] policy considerations of foreign governments, the processing procedures of various government agencies and geopolitical actions, including war and terrorism (for example, the conflicts in Eastern Europe and the Middle East), [added: severe weather events] or natural disasters including earthquakes, hurricanes, floods, fires, as well as pandemics.

Actions by athletes and performers that are out of our control may also result in certain countries barring them from [removed: travelling] [added: traveling] internationally, which could adversely affect our business.

Our failure to continue to build and maintain our [removed: brands] [added: properties] of entertainment could adversely affect our operating results.

If our efforts to create compelling services and goods and/or otherwise promote and maintain our [removed: brands,] [added: properties,] services and merchandise are not successful, our ability to attract and retain fans may be adversely affected.

Our success depends, in large part, upon our ability to identify, discover and retain athletes and athletic performers who have the physical ability, acting ability and presence or charisma to succeed in our live events, programming content and, with respect to WWE, the portrayal of characters in our live events and [removed: programing.][added: programming.]

We also rely on the technology systems of third parties (including [removed: Peacock] [added: Peacock, Netflix] and ESPN) with which we partner in our operations.

Some IT Systems used in our operations are legacy IT systems from businesses we have [removed: acquired] [added: acquired,] which may remain separately managed from other IT Systems of our [removed: business.][added: business, may be difficult to integrate with other portions of our business in the future, or may require additional resources to maintain in a secure and functional manner.]

As a further example, where a security incident involves a breach of security leading to the accidental or unlawful destruction, loss, alternation, unauthorized disclosure of, or access to, personal data in respect of which we are a controller or processor under the GDPR (as defined below), this could result in fines under the EU GDPR (as defined [removed: below) and] [added: below),] the UK GDPR (as defined below), [added: and other European cyber-security laws,] which can be substantial and may be assessed based on a percentage of revenue.

We also may be required to notify regulators and/or other companies we are contractually obligated to notify about any actual or [removed: perceived] [added: suspected] personal data breach as well as the individuals who are affected by the incident within strict time periods; complying with [added: ever more] numerous and complex regulations in the event of a [removed: personal data breach] [added: security incident] can be expensive and difficult and failure to comply with notification requirements under applicable regulations could subject us to regulatory scrutiny and additional liability.

No assurances

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We may fail to complete the Endeavor Asset Acquisition if certain required conditions, many of which are outside our control, are not satisfied.

The completion of the Endeavor Asset Acquisition is subject to various customary closing conditions, including, but not limited to, (i) the absence of any order, writ, judgment, injunction, decree, ruling, stipulation, directive, assessment, subpoena, verdict, determination or award issued, promulgated or entered, by or with any governmental entity that has the effect of making the Endeavor Asset Acquisition illegal or otherwise restraining or prohibiting the consummation of the Endeavor Asset Acquisition, (ii) subject to certain exceptions, the accuracy of the representations and warranties of the parties and (iii) compliance in all material respects by each party with its obligations under the transaction agreement.

Despite the parties’ best efforts, we may not be able to satisfy or receive the various closing conditions and obtain the necessary approvals in a timely fashion or at all.

We may fail to realize the anticipated benefits of the Endeavor Asset Acquisition and may assume unanticipated liabilities, including in connection with termination of the Services Agreement.

The success of the Endeavor Asset Acquisition will depend on, among other things, our ability to integrate the transferred businesses in a manner that realizes the various benefits, growth opportunities and synergies that we have identified and are currently in the process of identifying.

Our ability to achieve the anticipated benefits of the Endeavor Asset Acquisition is subject to a number of risks and uncertainties.

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Failure to complete the Endeavor Asset Acquisition could negatively impact our stock price, future business and financial results.

If the Endeavor Asset Acquisition is not completed, we will be subject to several risks, including the following:

payment for certain costs relating to the Endeavor Asset Acquisition, whether or not the Endeavor Asset Acquisition is completed, such as legal, accounting, financial advisor and printing fees;

negative reactions from the financial markets, including potential declines in the price of our Class A common stock due to the fact that current prices may reflect a market assumption that the Endeavor Asset Acquisition will be completed; and

diverted attention of our management to the Endeavor Asset Acquisition rather than to our operations and pursuit of other opportunities that could have been beneficial to us.

The planned issuance of Class B common stock and TKO OpCo Units to the EDR Parties will dilute the ownership and voting interests.

If the Endeavor Asset Acquisition is completed, the Company expects to issue approximately 26.1 million TKO OpCo Units and corresponding shares of Class B common stock (subject to certain customary purchase price adjustments to be settled at the closing in equity and cash) to the EDR Parties, who beneficially hold approximately 53.9% of the Company’s total outstanding shares of common stock as of the date of this Annual Report.

The issuance of the TKO OpCo Units and Class B common stock to the EDR Parties will cause a reduction in the relative percentage interest of the Company’s other current stockholders in the earnings of TKO OpCo, and in the voting interests of the Company.

The issuance will result in (i) an approximate 6% reduction of equity ownership and (ii) an approximate 6% reduction in the total voting interests of the Company’s Class A common stock.

If we complete the Endeavor Asset Acquisition, the Services Agreement dated as of September 12, 2023, by and among Endeavor Group Holdings, Inc. and TKO Operating Company, LLC (“Services Agreement”) will terminate.

TKO OpCo cannot be assured that the services previously provided under the Services Agreement will be sustained at the same level, or that TKO OpCo will be able to replace these services in a timely manner or on comparable terms.

TKO OpCo’s costs of procuring those services from third parties may increase.

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Upon the consummation of the Endeavor Take-Private, we expect to continue utilizing Endeavor's services for a specified period of time.

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v.

Zuffa, LLC, No. 2:15-cv-1045-RFB-BNW (D.

Nev.) (the “Le” case) and Johnson et al.

v.

Zuffa, LLC et al., No. 2:21-cv-1189-RFB-BNW (D.

Nev.) (the “Johnson” case).

On March 13, 2024, TKO OpCo, and certain of its affiliates, including Endeavor, reached an agreement to settle all claims asserted in the class action lawsuits for an aggregate amount of $335.0 million payable by the Company and its subsidiaries, which was submitted to the court for preliminary approval and denied on July 30, 2024.

On September 26, 2024, the Company reached an updated settlement agreement with the plaintiffs to settle all claims asserted in the Le case for an aggregate amount of $375.0 million, which the court preliminarily approved on October 22, 2024 and finally approved on February 6, 2025.

In connection with the updated settlement agreement, the Company recorded charges of $375.0 million during the year ended December 31, 2024.

No trial date has been set in the Johnson action.

In addition, on October 23, 2024, five unnamed plaintiffs filed a lawsuit against Mr. McMahon, Linda McMahon, WWE, and TKO in Maryland court, alleging sexual abuse by a former WWE employee during the 1980s.

On January

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10, 2025, the United States Securities and Exchange Commission settled charges against Mr. McMahon for failing to disclose certain agreements related to the Unrecorded Expenses to WWE’s Board of Directors, legal department, accountants, financial reporting personnel, or auditor, and in so doing, circumventing WWE’s system of internal accounting controls and causing material misstatements in WWE’s 2018 and 2021 financial statements.

The ability of our key personnel, contractors and the athletes and performers that participate in our events to travel internationally for their work or to participate in our events is impacted by a variety of laws and regulations,

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Fox Network currently carries *SmackDown*, which will move to NBCU’s USA Network beginning October 2024.

NBCU currently carries *Raw*, however, our agreement with NBCU to carry *Raw* in the U.S. expires at the end of September 2024.

We also intend to renew our license or find an alternate provider to carry *Raw* in the U.S. for the 90-day period from October 1, 2024 through December 31, 2024 before it moves to Netflix as described below.

counter-sanctions enacted by such sanctioned countries (e.g., Russia), or a deterioration in the perceived value of our sponsorships or these distribution channels, could have an adverse effect on our business, financial condition and results of operations.

Any increased competition, which may not be foreseeable, or our failure to adequately

On August 9, 2023, the lawsuit encompassing the period from December 16, 2010 to June 30, 2017 was certified as a class action.

The court has set a trial date of April 15, 2024 for this case.

An amended complaint in another lawsuit covering the period from July 1, 2017 to the present was recently filed.

Discovery recently opened and will continue at least through mid-2025.

While our business activity has resumed and restrictions in locations where we operate have been lifted, such restrictions could in the future be increased or reinstated.

international laws and regulations regarding data privacy and data protection.

our operations in China, in particular the Data Security Law or PIPL, due to their recent enactment and the limited guidance available.

monetize our content successfully could be adversely impacted.

We may be unable to prevent others from infringing, diluting, misappropriating or otherwise violating our intellectual property rights.

brands, rebrand or obtain non-infringing intellectual property (such as through a license).

Incidents in connection with our live events at

cable or satellite.

For example, for the year ended December 31, 2023, interest expense experienced a net increase of $99.4 million, or 71%, compared to the year ended December 31, 2022, primarily driven by higher interest rates on variable rate indebtedness that was partially offset by lower overall indebtedness.

covenants is subject to certain events outside of our control.

Although we cannot predict the future relationship between the U.S. Dollar and the currencies used by our

securityholders of TKO OpCo to pay their tax liabilities attributable to their direct or indirect ownership of TKO OpCo, which could have an adverse effect on TKO OpCo’s liquidity.

For example, in July 2017, FTSE Russell, a provider of widely followed stock indices, stated that it plans to require new constituents of its indices to have at least five percent of their voting rights in the hands of public stockholders.

As a result, our Class A common stock will likely not be eligible for this stock index.

We will not be able to assure you that other stock indices will not take a similar approach to FTSE Russell in the future.

WWE’s internal control over financial reporting was not effective in 2022 as a result of identifying multiple material weaknesses, which could have an adverse impact on our business and our Class A common stock.

In 2022, prior to the consummation of the Transactions, WWE identified material weaknesses in its internal control over financial reporting and began remediation efforts.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As a public reporting company, we are required to establish and periodically evaluate procedures with respect to our internal control over financial reporting, which includes our consolidated subsidiaries.

If we fail to implement and maintain effective internal control over financial reporting or disclosure controls and procedures, there could be errors in our annual or interim consolidated financial statements and could cause us to fail to meet our reporting obligations, which could diminish investor confidence in us and cause a decline in the price of our Class A common stock.

UFC has no history of operating as a publicly traded company separate from Endeavor and has no history of operating with WWE as a combined publicly traded company.

The historical financial information of the two businesses and information regarding the combined business prior to the consummation of the Transactions, therefore, is not necessarily representative of the results that we would have achieved as a combined, publicly traded company and may not be a reliable indicator of our future results.

The historical information about UFC herein refers to its businesses as operated by and integrated with Endeavor.

The historical financial information included herein and information regarding the combined business prior to the consummation of the Transactions is derived from the consolidated financial statements and accounting records of WWE and, with respect to UFC, Endeavor.

Accordingly, this financial information does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a publicly traded company during the periods presented or those that we will achieve in the future primarily as a result of the factors described below.

Prior to the Transactions, UFC’s businesses have been operated by Endeavor as part of Endeavor’s broader corporate organization integrated with the other businesses of Endeavor, rather than as a separate, publicly traded company.

Endeavor and its affiliates supported UFC in various corporate functions such as legal, treasury, accounting, auditing, human resources, corporate affairs and finance.

Our historical financial results reflect allocations of corporate expenses from Endeavor for such functions and are likely to be less than the expenses we would have incurred had we operated as a separate, publicly-traded company.

Following the Transactions, including the business combination, the cost related to such functions previously performed by Endeavor, or such functions that are performed by Endeavor pursuant to the Services Agreement, may therefore increase.

Historically, UFC and Endeavor have shared economies of scope and scale in costs, employees, vendor relationships and customer relationships.

Although similar economies of scale and scope may exist as a combined company with WWE, and although we have entered into transition agreements with Endeavor, including the Services Agreement, these arrangements may not fully capture the benefits that UFC had enjoyed as a result of being integrated with Endeavor and may result in us paying higher charges than in the past for these services.

| [removed: ] [added: ☒] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| For the fiscal year ended December [removed: 31, 2023] [added: 31, 2024] | |

| [removed: ] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

Yes [removed: ] [added: ☒] No [removed: ][added: ☐]

Yes [removed: ] [added: ☐] No [removed: ][added: ☒]

Yes [removed: ] [added: ☒] No [removed: ¨][added: ☐]

Yes [removed: ] [added: ☒] No [removed: ][added: ☐]

| Large Accelerated Filer [removed: ¨] [added: ☒] | Accelerated Filer [removed: ¨] [added: ☐] | Non-Accelerated Filer [removed: x] [added: ☐] | Smaller Reporting Company [removed: ¨ | |] [added: ☐] | Emerging Growth Company [removed: ¨] [added: ☐] |

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 82,321,595] [added: 81,553,818] shares of the Registrant’s Class A common stock outstanding and 89,616,891 shares of the Registrant’s Class B common stock outstanding.

| | [Forward Looking [removed: Statements](#ForwardLookingStatements)] [added: Statements](#forwardlookingstatements)] | [removed: 3] [added: 4] |

| | [removed: [Definitions](#Definitionsf)] [added: [Definitions](#definitions)] | [removed: 4] [added: 5] |

| | [Risk Factor [removed: Summary](#RiskFactorSummary)] [added: Summary](#riskfactorsummary)] | [removed: 5] [added: 7] |

| Item 1. | [removed: [Business](#Business)] [added: [Business](#business)] | [removed: 6] [added: 9] |

| Item 1A. | [Risk [removed: Factors](#RiskFactors)] [added: Factors](#riskfactors)] | [removed: 14] [added: 16] |

| Item 1B. | [Unresolved Staff [removed: Comments](#UnresolvedStaffComments)] [added: Comments](#unresolvedstaffcomments)] | [removed: 39] [added: 43] |

| Item 2. | [removed: [Properties](#Properties)] [added: [Properties](#properties)] | [removed: 41] [added: 45] |

| Item 3. | [Legal [removed: Proceedings](#LegalProceedings)] [added: Proceedings](#legalproceedings)] | [removed: 41] [added: 46] |

| Item 4. | [Mine Safety [removed: Disclosures](#MineSafety)] [added: Disclosures](#minesafety)] | [removed: 41] [added: 46] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#Item5)] [added: Securities](#item5)] | [removed: 42] [added: 47] |

| Item 6. | [removed: [\[Reserved\]](#Reserved)] [added: [\[Reserved\]](#reserved)] | [removed: 43] [added: 48] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#MDA)] [added: Operations](#mda)] | [removed: 44] [added: 49] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#MarketRisk)] [added: Risk](#marketrisk)] | [removed: 57] [added: 62] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#FinancialStatemenets)] [added: Data](#financialstatemenets)] | [removed: 58] [added: 63] |

| Item 9. | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#Item9)] [added: Disclosure](#item_9_changes_in_and_disagreements)] | [removed: 58] [added: 63] |

| Item 9A. | [Controls and [removed: Procedures](#ControlsAndProcedures)] [added: Procedures](#controlsandprocedures)] | [removed: 58] [added: 63] |

| Item 9B. | [Other [removed: Information](#OtherInformation)] [added: Information](#otherinformation)] | [removed: 58] [added: 65] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#Item9C)] [added: Inspections](#item9c)] | [removed: 59] [added: 65] |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#Directors)] [added: Governance](#directors)] | [removed: 59] [added: 66] |

| Item 11. | [Executive [removed: Compensation](#ExecutiveCompensation)] [added: Compensation](#executivecompensation)] | [removed: 63] [added: 66] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#Item12)] [added: Matters](#item12)] | [removed: 85] [added: 66] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#Item13)] [added: Independence](#item13)] | [removed: 87] [added: 66] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#Item14)] [added: Services](#item14)] | [removed: 93] [added: 66] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#Exhibits)] [added: Schedules](#exhibits)] | [removed: 94] [added: 67] |

| Item 16. | [Form 10-K [removed: Summary](#Summary)] [added: Summary](#summary)] | [removed: 97] [added: 71] |

| | [removed: [Signatures](#Signatures)] [added: [Signatures](#signatures)] | [removed: 98] [added: 72] |

All statements other than statements of present and historical fact contained in this Annual Report, including without limitation, statements regarding the anticipated benefits of and costs associated with the Transactions (as defined below); our expectations surrounding the Transactions and our ability to grow our business and bolster our financial position; our [added: expectations regarding strategic transactions, including the Endeavor Asset Acquisition; our expectation regarding actions under our capital return program, including the amount and frequency of share repurchases and dividends; our expectations about the issuance of Class B common stock; our] expected contractual obligations and capital expenditures; our future results of operations and financial position; industry and business trends; the impact of market conditions and other macroeconomic factors on our business, financial condition and results of operations; our future business strategy, plans, market growth and our objectives for future operations; and our competitive market position within our industry are forward-looking statements.

These forward-looking statements speak only as of the date of this Annual Report and are subject to a number of known and unknown risks, uncertainties and assumptions, including but not limited [removed: to:][added: to important risk factors included in Part I, Item 1A.]

[removed: “we,”] [added: “we,”] “us,” “our,” “TKO Group Holdings,” “TKO,” the “Company,” and similar references refer (1) prior to the consummation of the Transactions [added: (as defined below)] to Zuffa Parent, LLC, and (2) after the consummation of the Transactions to TKO Group Holdings, Inc. and its consolidated subsidiaries.

[removed: “Board”] [added: “Board”] refers to the board of directors of TKO Group Holdings.

[removed: “business] [added: “business] combination” refers to the combination of the businesses of WWE and TKO OpCo.

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| | |

| | |

| | | | | |

| --- | --- | --- | --- | --- |

Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of Class A common stock on the New York Stock Exchange on June 30, 2024, was $8,505,980,836.

Solely for the purposes of this disclosure, shares of common stock held by the registrant's executive officers, directors and certain of its stockholders as of such date have been excluded because such holders may be deemed to be affiliates.

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Certain portions of the registrant's Definitive Proxy Statement for the registrant's 2025 annual meeting of stockholders to be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year ended December 31, 2024 are incorporated herein by reference in Part III of this Annual Report on Form 10-K.

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| Item IC. | [Cybersecurity](#cybersecurity) | 44 |

| | | |

| | | |

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“Risk Factors” in this Annual Report and our subsequent filings with the Securities and Exchange Commission (the “SEC”).

[Table of Contents](#toc_page)

“Endeavor Asset Acquisition” refers to our agreement with Endeavor OpCo and IMG Worldwide, LLC (collectively, the "EDR Parties") to acquire the Professional Bull Riders (“PBR”), On Location and IMG businesses (including the IMG Media business and certain other businesses operating under the IMG brand).

“Endeavor Take-Private” refers to the transactions contemplated by the Agreement and Plan of Merger, dated as of April 2, 2024, by and among Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P., Wildcat PubCo Merger Sub, Inc., Wildcat Manager Merger Sub, L.L.C., Wildcat OpCo Merger Sub, L.L.C., Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC, Endeavor Manager, LLC, Endeavor OpCo and Endeavor, pursuant to which affiliates of Silver Lake agreed to acquire 100% of the outstanding shares of Endeavor’s stock that Silver Lake does not already own (subject to certain exceptions).

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failure to complete the Endeavor Asset Acquisition could negatively impact our stock price, future business and financial results;

the planned issuance of Class B common stock and TKO OpCo Units to the EDR Parties will dilute the ownership and voting interests;

we may be unsuccessful in our strategic acquisitions, investments and commercial agreements, and we may pursue acquisitions, investments or commercial agreements for their strategic value in spite of the risk of lack of profitability;

failure to protect our IT Systems and Confidential Information (both terms as defined in Part I, Item 1A.

our business and operating results may be affected by the outcome of pending and future litigation, investigations, claims and other disputes;

if Endeavor or its subsidiaries sell a controlling interest in us to a third party in a private transaction, we may become subject to the control of a presently unknown third party;

we may fail to complete the Endeavor Asset Acquisition if certain required conditions, many of which are outside our control, are not satisfied;

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we may fail to realize the anticipated benefits of the Endeavor Asset Acquisition and may assume unanticipated liabilities, including in connection with termination of the Services Agreement;

we cannot guarantee we will conduct share repurchases or pay dividends in any specified amounts or particular frequency;

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TKO is comprised of UFC, the world's premier mixed martial arts ("MMA") organization, and WWE, a renowned sports entertainment business.

The merger of these two businesses in September 2023 united two complementary organizations in a single company.

Our multichannel distribution model enables TKO to capitalize on increased

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In October 2024, we entered into an agreement with Endeavor to acquire PBR, On Location and IMG businesses (including IMG's media business and certain other businesses operating under the IMG brand) (the "Endeavor Asset Acquisition”).

We expect to close this acquisition in the first quarter of 2025.

PBR is the world’s premier bull riding organization.

More than 800 bull riders compete in more than 200 events annually across the PBR Unleash The Beast tour, which features the top bull riders in the world; the PBR Pendleton Whisky Velocity Tour; the PBR Touring Pro Division; and the PBR business’ international circuits in Australia, Brazil, and Canada.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

The registrant was not a public company as of June 30, 2023, the last business day of its most recently completed second fiscal quarter, and therefore cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

The registrant’s Class A common stock began trading on the New York Stock Exchange on September 12, 2023.

None.

difficulties with the integration and in realizing the expected benefits of the Transactions, including the business combination;

the unfavorable outcome of legal proceedings that may be instituted against TKO Group Holdings, UFC, WWE and their affiliates in connection with the Transactions, including the business combination;

the inability to capture all or part of the anticipated cost and revenue synergies;

potential liabilities that are not known, probable or estimable at this time;

the inability to maintain the listing of our Class A common stock on the NYSE;

the risk of adverse tax consequences of the Merger and the Conversion;

the inability to retain WWE or UFC management, employees and/or talent;

the impact of future domestic and international industry trends on our business and our future growth, business strategy and objectives for future operations;

the inability to renew or replace our distribution rights agreements on equal or more favorable terms;

the possibility we may be adversely affected by other economic, business and/or competitive factors; and

other important factors that could cause actual results, performance or achievements to differ materially from those described in: this Annual Report in Part I, Item 7.

“Management's Discussion and Analysis of Financial Condition and Results of Operations” and Part I, Item 1A.

“Risk Factors”; the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our final prospectus filed with the Securities and Exchange Commission (the “SEC”) on Form 424(b)(4) on September 19, 2023 (the “Prospectus”); and our subsequent filings with the Securities and Exchange Commission (the “SEC”).

unfavorable outcomes in legal proceedings may adversely affect our business and operating results;

an active trading market for our Class A common stock may not develop and you may not be able to sell your shares of Class A common stock;

TKO was formed through the combination of UFC, a preeminent combat sports brand and a subsidiary of Endeavor Group Holdings, Inc. (“Endeavor”), a global sports and entertainment company, and WWE, a renowned sports entertainment business.

The merger united two complementary sports and sports entertainment brands in a single company supported by Endeavor’s capabilities in premium IP ownership, talent representation, live events and experiences.

We believe that increasing consumer demand for sporting and live entertainment events, the expansion of our fan base and the value of live event premium rights will provide opportunities for future media rights renewals.

Through our relationship with Endeavor, whose specialties include premium IP ownership, talent representation, live events and experiences, we gain direct access to the “Endeavor flywheel” which augments our capabilities across content creation, production and distribution, licensing, sponsorship, and event operations.

We believe that we will be able to leverage the Endeavor flywheel to drive operational and cost synergies at the combined entity and to accelerate our revenue growth.

Specifically, we believe there is opportunity to utilize Endeavor’s broad relationships and knowledge of media rights markets through its subsidiary, IMG, to drive additional value creation across the brands’ media rights portfolios and to support additional international rights expansion opportunities.

We believe that Endeavor’s On Location business will enhance our live events, and that close collaboration with Endeavor’s experiential marketing team and IMG’s global licensing sales force will help increase sponsorship, advertising, and consumer products relationships.

![A screenshot of a video game

We distribute our content and monetize our intellectual property primarily through four principal activities: Media Rights and Content, Live Events, Sponsorships, and Consumer Products Licensing.

Discovery.

As announced in January 2024, beginning January 2025, Netflix will be the exclusive global home to *Raw*.

Our direct-to-consumer streaming products are UFC FIGHT PASS and WWE Network.

WWE Network content is also licensed in certain international markets, including Sony in India, Foxtel in Australia and MultiChoice in Sub-Saharan Africa.

A subscription-based WWE network continues to be available in some other international markets, such as the United Kingdom, Germany, and Japan.

In 2023, UFC sold out 20 of a total of 43 events with live audiences, with ten setting arena records.

In the same year, WrestleMania achieved a record attendance with 161,892 attendees over the course of the two-day event, and our Royal Rumble, Survivor Series, and SummerSlam events each recorded their highest grossing gate sales of all-time.

Industry Trends

Our business operates at the intersection of sports, live entertainment, and scripted content.

We believe that these sectors offer compelling industry dynamics that will help support the continued growth of our brands.

Few forms of content can match the passion and dedication that live sports and entertainment events evoke.

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Item 1C.

Cybersecurity

*Cybersecurity Risk Management and Strategy*

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

Our security approach is aligned with various applicable security and/or technical requirements and best practices, including those established by the National Institute of Standards and Cybersecurity Framework (“NIST CSF”).

This does not imply that we meet any particular technical standards, specifications, or requirements, only that our information security team uses the NIST CSF as a framework for helping us to identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program and is designed to share common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

We have a cross-functional team composed of senior IT, cybersecurity and compliance leadership from both TKO and Endeavor that typically meets on a monthly basis to discuss efforts to identify new or prospective risks, mitigate previously identified risks, and discuss recent cybersecurity events.

This cross-functional team reports into an executive steering committee comprised of senior enterprise leadership which meets, at a minimum, quarterly.

We use a defense-in-depth strategy across our business applications and systems, including database encryption, encryption for laptops/desktops, endpoint-security solutions including network filtering, anti-virus, endpoint firewalls, endpoint detection/response, patch and security configuration management and monitoring through our use of a Security Information and Event Management (“SIEM”) system.

The SIEM is monitored by our Security Operations Center (“SOC”).

Our network and applications require multi-factor authentication, and logins are monitored for unusual activity by our SOC systems and personnel.

The enterprise network is protected by stateful firewalls, which are also monitored via our SOC.

Our dedicated cybersecurity team engages third parties to conduct periodic infrastructure, application, compliance, and security operations testing, and threats/findings are managed through our risk-register and governance processes.

Separately, employees are trained to promptly report any suspicious behavior or events to the Company’s Core Security Incident Response team.

This team includes IT, cybersecurity, compliance, and risk management team members from both TKO and Endeavor.

The core team oversees the investigation and handling of all reported incidents (which incidents are tracked in real time).

If the core team determines that the reported event could potentially impact personally identifiable information processed by the Company, confidential/proprietary information or cause a financial loss, the core team reports the matter to TKO’s Cybersecurity Executive Steering Committee, which includes TKO’s Chief Administrative Officer, Chief Legal Officer, Chief Financial Officer, Deputy Chief Financial Officer, Chief Accounting Officer, Chief Product & Technology Officer, Corporate Secretary and Head of Investor Relations, as well as Endeavor’s Chief Financial Officer, Chief Accounting Officer, Chief Legal Officer, Chief Compliance Officer, Chief Information Officer, SVP, Internal Audit, SVP, Global Privacy & Cybersecurity, SVP, Cybersecurity, SVP, Head of Corporate Security and Chief Communications Officer.

Reported events that may cause a financial loss are also reported to the legal department’s fraud investigation team.

The Cybersecurity Executive Steering Committee is charged with managing the Core Security Incident Response Team and determining whether any disclosures may be required as a result of the reported event.

Our cybersecurity risk management program, thus, includes:

risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

a written cybersecurity incident response plan;

the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

cybersecurity awareness training of our personnel, incident response personnel, and senior management not less often than once per calendar year;

phishing simulations at regular intervals (not less than quarterly) to all users of the Company’s email system; and

a third-party risk management process for service providers, suppliers, and vendors which connect to our IT systems or process data on our behalf.

This risk management process is designed to review the cybersecurity protocols, policies and preparedness of any vendor that processes personally identifiable information for the Company or the Company’s confidential or proprietary information or otherwise is connected to any Company IT infrastructure before entering an agreement with such vendor and/or at least every 18 months thereafter.

Such reviews consist of reviewing SOC2 Type II reports for vendors which maintain them or, for those that don’t, a review of the vendor’s responses to a detailed questionnaire.

Upon a review of such responses, the Company’s cybersecurity team may propose remediation measures (which are set forth in the contractual obligations to be agreed upon by the vendor).

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Our continually evolving cybersecurity strategies are informed by multiple threat intelligence resources, the status of ongoing remediation plans, and technical developments.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

See Part I, Item 1A.

“Risk Factors – Risks Related to Our Business — Failure to protect our IT Systems and Confidential Information against breakdowns, security breaches, and other cybersecurity risks could result in financial penalties, legal liability, and/or reputational harm, which would adversely affect our business, results of operations, and financial condition.”

*Cybersecurity Governance*

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee of the Board (the “Audit Committee”) oversight of cybersecurity and other information technology risks.

The Audit Committee oversees management’s implementation of our cybersecurity risk management program.

The Audit Committee receives quarterly reports from management on our cybersecurity risks, and also receives, at least annually, a detailed briefing from management on our cyber risk management program’s status including all strategic initiatives.

The following table sets forth the location, use and ownership or leasehold interest in various significant facilities as of December 31, [removed: 2023.][added: 2024.]

| Location | | Use | | Segments | | [removed: Owned/‎Leased] [added: Owned/ Leased] |

| 677 and 707 Washington Boulevard, Stamford, Connecticut | | Corporate offices and [removed: ‎new] [added: new] WWE headquarters | | WWE; Corporate | | Leased |

| 6650 S. Torrey Pines Drive, Las Vegas, Nevada | | UFC headquarters and Performance Institute | | UFC; [removed: ‎Corporate] [added: Corporate] | | Owned |

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| | | | | | | |

| 1241 East Main Street, Stamford, Connecticut | | Corporate offices and former WWE headquarters | | WWE; Corporate | | Owned |

| 88 Hamilton Avenue, Stamford, Connecticut | | Media production center | | WWE | | Owned |

| 120 Hamilton Avenue, Stamford, Connecticut | | TV production studio | | WWE | | Owned |

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As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 6,093] [added: 6,055] holders of record of our outstanding Class A common stock and [removed: three] [added: two] holders of our outstanding Class B common stock.

See “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations—Debt] [added: Operations—Credit] Facilities” for more information on the restrictions the Credit Facilities impose on our ability to declare and pay cash dividends.

[removed: In addition, our] [added: Our] ability to pay distributions and the amount of any [removed: distributions] [added: dividends] ultimately paid in respect of our common stock is, in each case, subject to us receiving funds, directly or indirectly, from our operating subsidiaries, including the operating subsidiaries of TKO OpCo.

[removed: *Sales] [added: *Recent Sales] of Unregistered Equity Securities*

The following table presents information with respect to purchases of Class A common stock of the Company made during the three months ended December 31, [removed: 2023:][added: 2024:]

| Period | | Total Number of Shares Purchased (1) | | [added: | |] Average Price Paid Per Share | | | [added: |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | [added: | |] Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in Thousands) | | [added: |]

The following graph illustrates the total return from September 12, 2023 (the date our Class A common stock began trading on NYSE) through December 31, [removed: 2023,] [added: 2024,] for (i) our Class A common stock, (ii) the S&P MidCap 400 Index, and (iii) the S&P 1500 Media and Entertainment Industry Group Index.

[removed: Description automatically generated](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231x10kg002.jpg)][added: ]

On October 24, 2024, the Company announced that the Board had authorized the approval of a quarterly cash dividend pursuant to which holders of our Class A common stock will receive their pro rata share of approximately $75 million in quarterly distributions to be made by TKO OpCo.

In February 2025, we announced that our inaugural quarterly cash dividend will be paid on March 31, 2025.

Future declarations of quarterly dividends are subject to our determination and discretion based on our consideration of various factors, such as our results of operations, financial condition, market conditions, earnings, cash flow requirements, restrictions in our debt agreements and legal requirements and other factors that we deem relevant.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1, 2024 to October 31, 2024 | | | — | | | | — | | | | — | | | $ | — | |

| November 1, 2024 to November 30, 2024 | | | — | | | | — | | | | — | | | $ | — | |

| December 1, 2024 to December 31, 2024 | | | 863,847 | | | $ | 145.32 | | | | 863,847 | | | $ | — | |

| Total | | | 863,847 | | | | | | | | 863,847 | | | | | |

(1) In December 2024, WME IMG and Endeavor OpCo purchased shares of TKO Class A common stock in the open market at an average price per share of $145.32 for an aggregate of $125.5 million.

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We do not currently anticipate declaring or paying any cash dividends to holders of our Class A common stock in the foreseeable future.

We currently intend to retain future earnings, if any, to finance the growth of our business.

If we decide to pay cash dividends in the future, the declaration and payment of such dividends will be at the sole discretion of our Board and may be discontinued at any time.

In determining the amount of any future dividends, our Board will take into account any legal or contractual limitations, restrictions in our debt agreements, including the Credit Facilities, our actual and anticipated future earnings, cash flow, debt service and capital requirements, the amount of distributions to us from TKO OpCo and other factors that our Board may deem relevant.

Because we are a holding company, our cash flow and ability to pay dividends depends upon the financial results and cash flows of our operating subsidiaries and the distribution or other payment of cash to us in the form of dividends or otherwise from TKO OpCo.

See “Risk Factors – Risks Related Our Class A Common Stock – Because we do not anticipate paying any cash dividends on our Class A common stock in the foreseeable future (except as otherwise noted under “Dividend Policy”), capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment.”

However, to the maximum extent permitted by law, we expect to make quarterly distributions of cash received from TKO OpCo in excess of cash required for our taxes or other costs or expenses, unless a majority of the Board determines that TKO OpCo has a bona fide need for such cash (e.g., potential acquisitions) and determines to loan such excess cash to TKO OpCo at market rates.

Such determination is based on a number of considerations, including, but not limited to, our results of operations and capital management plans, the market price of our Class A common stock, the availability of funds to TKO Group Holdings, industry practice and other factors deemed relevant by the Board.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1, 2023 to October 31, 2023 | | — | | | — | | — | | $ | — |

| November 1, 2023 to November 30, 2023 | | 1,308,729 | | $ | 76.41 | | 1,308,729 | | $ | — |

| December 1, 2023 to December 31, 2023 | | — | | | — | | — | | $ | — |

| Total | | 1,308,729 | | | | | 1,308,729 | | | |

(1)On November 9, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with TKO OpCo, Morgan Stanley & Co. LLC, as representative of the various underwriters (collectively, the “Underwriters”), and Mr. McMahon, in connection with the underwritten secondary offering by Mr. McMahon of 8.4 million shares of our Class A common stock at an offering price of $79.80 per share (the “Secondary Offering”).

Pursuant to the Underwriting Agreement, we agreed to purchase 1,308,729 shares of Class A common stock from the Underwriters, at a price per share equal to the price being paid by the Underwriters to Mr. McMahon, resulting in an aggregate purchase price of approximately $100.0 million.

See Note 10, *Stockholders’/Members’ Equity*, to our consolidated financial statements included elsewhere in this Annual Report for additional information regarding the Secondary Offering and our share repurchase.

![A graph showing the return performance of a company

[removed: Item 7. Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of, and a comparison between, our results of operations for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

[removed: A discussion and analysis of, and a comparison between, our results of operations for the years ended December 31, 2022 and 2021 can be found in the section entitled,] “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our [removed: final prospectus] [added: Annual Report] on Form [removed: 424(b)(3)] [added: 10-K for the year ended December 31, 2023,] filed with the SEC on [removed: May 14, 2023.][added: February 27, 2024.]

TKO is a premium sports and entertainment company which operates leading combat sports and sports entertainment [removed: brands.][added: companies.]

As of December 31, [removed: 2023,] [added: 2024,] we operated our business under two reportable segments, UFC and WWE.

Revenue from our UFC segment principally consists of media rights fees associated with the distribution of its programming content; ticket sales and site fees associated with the business’s global live events; [removed: sponsorships;] [added: sponsorship;] and consumer [removed: product] [added: products] licensing agreements of UFC-branded products.

Revenue from our WWE segment principally consists of media rights fees associated with the distribution of its programming content; ticket sales and site fees associated with the business’s global live events; [removed: sponsorships;] [added: sponsorship;] and consumer [removed: product] [added: products] licensing agreements of WWE-branded products.

As the sole managing member of TKO OpCo, TKO Group Holdings, Inc. [removed: operates and] [added: ultimately] controls all [removed: the] business and affairs of UFC and WWE.

The following is a discussion of our consolidated results of operations for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| | | Year Ended December 31, | | | | | [added: | |]

| Revenue | | $ | [removed: 1,675.0] [added: 2,804.3] | | [added: |] $ | [removed: 1,140.1] [added: 1,675.0] | [added: |]

| Operating expenses: | | | | | | | [added: | |]

| Direct operating costs | | | [removed: 514.6] [added: 899.9] | | | [removed: 325.6] | [added: 514.6 | |]

| Selling, general and administrative expenses | | | [removed: 549.1] [added: 1,228.7] | | | [removed: 210.1] | [added: 549.1 | |]

| Depreciation and amortization | | | [removed: 164.6] [added: 392.8] | | | [removed: 60.0] | [added: 164.6 | |]

| Total operating expenses | | | [removed: 1,228.3] [added: 2,521.4] | | | [removed: 595.7] | [added: 1,228.3 | |]

| Operating income | | | [removed: 446.7] [added: 282.9] | | | [removed: 544.4] | [added: 446.7 | |]

| Other expenses: | | | | | | | [added: | |]

| Interest expense, net | | | [removed: (239.0)] [added: (249.1] | [added: )] | | [removed: (139.6)] | [added: (239.0 | ) |]

| Other [removed: expense,] [added: income (expense),] net | | | [removed: (0.2)] [added: 0.6] | | | [removed: (1.3)] | [added: (0.2 | ) |]

| Income before income taxes and equity losses of affiliates | | | [removed: 207.5] [added: 34.4] | | | [removed: 403.5] | [added: 207.5 | |]

| Provision for income taxes | | | [removed: 31.5] [added: 25.7] | | | [removed: 14.3] | [added: 31.5 | |]

| Income before equity losses of affiliates | | | [removed: 176.0] [added: 8.7] | | | [removed: 389.2] | [added: 176.0 | |]

| Equity losses of affiliates, net of tax | | | [removed: 0.3] [added: 2.3] | | | [removed: 0.2] | [added: 0.3 | |]

| Net income | | | [removed: 175.7] [added: 6.4] | | | [removed: 389.0] | [added: 175.7 | |]

| Less: Net [removed: (loss) income] [added: loss] attributable to non-controlling interests | | | [removed: (32.5)] [added: (3.0] | [added: )] | | [removed: 1.7] | [added: (32.5 | ) |]

| Less: Net income attributable to TKO Operating Company, LLC prior to the Transactions | | | [removed: 243.4] [added: —] | | | [removed: 387.3] | [added: 243.4 | |]

| Net [removed: loss] [added: income (loss)] attributable to TKO Group Holdings, Inc. | | $ | [removed: (35.2)] [added: 9.4] | | [added: |] $ | [removed: —] [added: (35.2] | [added: ) |]

Revenue increased by [removed: $534.9] [added: $1,129.3] million, or [removed: 47%,] [added: 67.4%,] to [removed: $1,675.0] [added: $2,804.3] million for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022.][added: 2023.]

[removed: UFC] [added: UFC] revenue increased by [removed: $152.1] [added: $114.0] million, or [removed: 13%.][added: 9%.]

[removed: WWE] [added: WWE] contributed revenue of [added: $1,398.1 million for the year ended December 31, 2024 as compared to] $382.8 million for the period from September 12, 2023 through December 31, 2023 following its acquisition.

This [added: incremental] revenue was driven by [removed: $249.5] [added: $616.0] million of media rights and content primarily associated with domestic and international rights fees for WWE’s flagship programs, *Raw*, *SmackDown* and *NXT*, [added: and premium live event programming, including *WrestleMania XL* events,] as well as [removed: $87.7] [added: $250.8] million [added: of live event revenue which was primarily driven by hosting additional events with live ticketed audiences, including *WrestleMania XL* events, as well as site fees associated with certain international premium live events compared to the prior year.]

[removed: Additionally, this] [added: The additional] revenue was [removed: driven by $27.6] [added: also due to $83.5] million of consumer products licensing related to the sale of WWE-branded products and [removed: $18.0] [added: $65.0] million of sponsorship revenue from the sale of advertising.

Direct operating costs increased by [removed: $189.0 million] [added: $385.3 million,] or [removed: 58%] [added: 74.9%,] to [removed: $514.6] [added: $899.9] million for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022.][added: 2023.]

[removed: UFC] [added: UFC] direct operating costs increased by [removed: $57.8] [added: $46.8] million, or [removed: 18%.][added: 12%.]

[removed: WWE] [added: WWE] contributed direct operating costs of [added: $451.9 million for the year ended December 31, 2024 as compared to] $127.8 million for the period from September 12, 2023 through December 31, 2023 following its acquisition.

These costs were primarily driven by [removed: talent] [added: $280.3 million of higher talent-] and production-related costs associated with WWE’s premium live [removed: events] [added: events, including *WrestleMania XL* events,] and weekly television programming, as well as [added: higher] event-related costs associated with [removed: 76] [added: additional] live events during the [removed: period and $2.1 million of charges associated with restructuring activities related to the Transactions.][added: current year.]

[removed: Corporate] [added: Corporate] direct operating costs increased by [removed: $3.4] [added: $14.4] million.

Selling, general and administrative expenses increased by [removed: $339.0] [added: $679.6] million, or [removed: 161%,] [added: 123.8%,] to [removed: $549.1] [added: $1,228.7] million for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022.][added: 2023.]

[removed: UFC] [added: UFC] selling, general and administrative expenses increased by [removed: $16.9] [added: $15.5] million, or [removed: 11%.][added: 9%.]

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Item 7.

A discussion and analysis of, and a comparison between, our results of operations for the years ended December 31, 2023 and 2022 is set forth under Part II, Item 7.

The Transactions unite two complementary sports and sports entertainment properties in a single company.

In October 2024, the Company entered into a definitive agreement with subsidiaries of Endeavor to acquire the Professional Bull Riders (“PBR”), On Location, and IMG businesses (the "Endeavor Asset Acquisition”).

In addition, in April 2024, Endeavor entered into a merger agreement, pursuant to which affiliates of Silver Lake agreed to acquire 100% of the outstanding shares of Endeavor’s stock that Silver Lake does not already own (subject to certain exceptions) (the “Endeavor Take-Private”).

Upon completion of this take-private transaction, Silver Lake will be our controlling stockholder through its ownership of Endeavor.

For a discussion of risks relating to these transactions, see Part II, Item 1A.

“Risk Factors.”

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As the sole managing member of TKO OpCo, TKO Group Holdings, Inc. ultimately controls the business and affairs of UFC and WWE.

| | | 2024 | | | | 2023 | | |

This increase was primarily driven by $55.1 million of higher sponsorship from new sponsors and increases in fees from renewals, as well as $52.5 million of greater live event revenue driven by higher attendance and higher site fee revenues primarily from UFC 302 in Newark, New Jersey, UFC 307 in Salt Lake City, Utah and Fight Night events in Riyadh, Saudi Arabia and Abu Dhabi as compared to the prior year.

The

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current year also includes $8.8 million of increased media rights and content from higher domestic and international rights fees resulting from increases in contractual revenues despite having one fewer Fight Night event.

These increases were partially offset by a decrease of $2.4 million in consumer products licensing revenue from lower royalties on UFC-branded products.

This increase was primarily due to higher costs of $30.5 million from different athlete matchups, as well as increased production costs primarily for UFC 306, which was a marquee event at the Sphere in Las Vegas.

These increases were partially offset by lower expenses from direct costs of revenue resulting from having one less Fight Night event in the current year.

The costs associated with WWE's portion of the service fees did not commence until March 2024.

This increase was primarily due to higher cost of personnel from greater headcount driven by the opening of the UFC Performance Institute in Mexico City in February 2024 and greater bonuses and sales commissions due to financial performance as compared to the prior year.

WWE contributed selling, general and administrative expenses of $351.6 million for the year ended December 31, 2024 as compared to $134.4 million for the period from September 12, 2023 through December 31, 2023 following its acquisition.

These costs were primarily driven by $102.6 million of personnel costs driven by the timing of the acquisition, which included a $23.4 million reduction in charges associated with restructuring activities related to the Transactions, as well as $57.7 million of increased travel expenses due to additional live events in the current year.

The current year also includes $29.0 million of other operating expenses driven by the timing of the acquisition and impairment charges of $27.9 million as a result of reducing the carrying value of WWE assets held for sale to their fair value less cost to sell.

This increase was primarily due to higher legal costs of $388.5 million, including the legal settlement related to the UFC antitrust lawsuit of $375.0 million.

These increases were partially offset by a decrease in merger and acquisition costs of $61.2 million.

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The increase was primarily due to $13.4 million of expenses associated with the acquisition of WWE as well as borrowings under our revolving credit facility.

These increases were slightly offset by lower indebtedness and the refinancing of the Credit Facilities in November 2024 that resulted in New Term Loans with a lower interest rate.

This was primarily related to the change in impact from foreign operations.

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| | | Year Ended December 31, | | | | | | |

| | | 2024 | | | | 2023 | | |

The Transactions unite two complementary sports and sports entertainment brands in a single company supported by Endeavor’s capabilities in premium IP ownership, talent representation, live events and experiences.

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| | | 2023 | | | 2022 | |

This increase was primarily driven by $76.2 million of increased media rights and content from higher domestic and international rights fees resulting from increases in contractual revenues, higher fees associated with international renewals and one additional PPV event compared to the prior year period.

Additionally, the increase in revenue was due to $42.6 million of greater live event revenue from having 26 events with live audiences compared to 21 events in the prior year and higher site fees, $29.5 million of higher sponsorship from new sponsors and increases in fees from renewals and $3.8 million of increased consumer products licensing revenue from greater video game royalties.

of live event revenue which was primarily driven by site fees associated with the Crown Jewel premium live event in Saudi Arabia as well as hosting 75 other events with live ticketed audiences.

This increase was primarily due to higher costs of $45.7 million from different athlete matchups, as well as higher production costs associated with having one additional PPV event and five additional international events than in the prior year, and direct costs associated with the increase in revenue described above.

The increase was also driven by greater marketing and venue expenses due to having 26 events with live audiences compared to 21 events in the same prior year period.

This increase was primarily driven by higher cost of personnel from greater headcount and increased travel expenses and other operating expenses associated with having one additional PPV events and five additional international events than in the prior year.

WWE contributed selling, general and administrative expenses of $134.4 million, which was primarily driven by $94.8 million of personnel costs, including $28.5 million of charges associated with restructuring activities related to the Transactions, as well as travel and other operating expenses for the period from September 12, 2023 through December 31, 2023.

The increase was primarily driven by significantly higher interest rates on variable rate debt slightly offset by lower indebtedness.

This was primarily related to an increase in federal U.S. tax due to TKO’s new corporate structure as a result of the Transactions.

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(5)For the year ended December 31, 2023, other adjustments was comprised primarily of losses of $1.4 million and $1.1 million, respectively, on the disposal of assets and foreign exchange transactions.

For the year ended December 31, 2022, other adjustments was comprised primarily of losses of $1.3 million on foreign exchange transactions.

The facilities under the Credit Agreement consist of (i) a first lien secured term loan (the “First Lien Term Loan”) and (ii) a secured revolving credit facility in an aggregate principal amount of $205.0 million, letters of credit in an aggregate face amount not in excess of $40.0 million and swingline loans in an aggregate principal amount not in excess of $15.0 million (collectively, the “Revolving Credit Facility”, and, together with the First Lien Term Loan, the “Credit Facilities”).

Following a repricing under the Credit Facilities in January 2021, term loan borrowings under the Credit Facilities bore interest at a variable interest rate equal to either, at its option, adjusted LIBOR or the ABR plus, in each case, an applicable margin.

ABR term loans accrue interest at a rate equal to (i) the highest of (a) the Federal Funds Effective Rate plus 0.5%, (b) the prime rate, (c) adjusted LIBOR for a one-month interest period plus 1.00% and (d) 1.75%, plus (ii) 1.75%-2.00%.

In June 2023, the parties amended the terms of the First Lien Term Loan to replace the adjusted LIBOR reference rate with Term Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment (as defined in the Credit Agreement).

The term loans under the Credit Facilities include 1% principal amortization payable in equal quarterly installments and mature on April 29, 2026.

In December 2022, the Company repaid $50.0 million of term loans under the Credit Facilities.

As of December 31, 2023, the Company had the option to borrow incremental term loans in an aggregate amount equal to at least $455.0 million, subject to market demand, and may be able to borrow additional funds depending on its First Lien Leverage Ratio.

The Credit Agreement includes certain mandatory prepayment provisions relating to, among other things, the incurrence of additional debt.

The Revolving Credit Facility has $205.0 million of total borrowing capacity and letter of credit and swingline loan sub-limits of up to $40.0 million and $15.0 million, respectively.

Revolving loan borrowings under the Credit Facilities bear interest at a variable interest rate equal to either, at TKO’s option, adjusted LIBOR or ABR plus, in each case, an applicable margin.

LIBOR revolving loans accrue interest at a rate equal to an adjusted LIBOR plus 3.50-4.00%, depending on the First Lien Leverage Ratio, in each case with a LIBOR floor of 0.00%.

ABR revolving loans accrue interest at a rate equal to (i) the highest of (a) the Federal Funds Effective Rate plus 0.50%, (b) the prime rate, (c) adjusted LIBOR for a one-month interest period plus 1.00% and (d) 1.00%, plus (ii) 2.50-3.00%, depending on the First Lien Leverage Ratio.

In April 2023, the parties amended the terms of the Revolving Credit Facility to replace adjusted LIBOR reference rate used for the facility with SOFR plus 2.75-3.00%.

The Company pays a commitment fee of 0.25-0.50%, based on the First Lien Leverage Ratio and letter of credit fees of 0.125%.

In December 2023, the Company fully repaid the $100.0 million amount outstanding.

The Revolving Credit Facility matures on October 29, 2024.

The Revolving Credit Facility is subject to a financial covenant if greater than 35% of the borrowing capacity of the Revolving Credit Facility (excluding cash collateralized letters of credit and non-cash collateralized letters of credit of up to $10.0 million) is utilized at the end of any fiscal quarter.

The Credit Agreement contains certain restrictive covenants around indebtedness, liens, fundamental changes, guarantees, investments, asset sales and transactions with affiliates.

The borrower’s obligations under the Credit Facilities are guaranteed by certain of TKO OpCo’s indirect wholly owned domestic restricted subsidiaries, subject to certain exceptions.

accrued liabilities of $18.5 million primarily due to the timing of events and incentive compensation.

Cash provided in the year ended December 31, 2022 was primarily due to an increase in net income for the period of $115.4 million, which included a decrease in certain non-cash items, including equity-based compensation of $40.1 million, partially offset by the increase in accounts receivable of $30.8 million and decrease in deferred revenue of $18.8 million which were both driven by the timing of events and customer payments.

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

*Limitations on Effectiveness of Controls and Procedures*

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

*Evaluation of Disclosure Controls and Procedures*

The Company’s management has evaluated, with the participation of the Chief Executive Officer and the Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.

*Management’s Annual Report on Internal Control Over Financial Reporting*

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024.

In making this assessment, management used the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that assessment, management concluded that as of December 31, 2024, the Company's internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is below.

*Changes in Internal Control over Financial Reporting*

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

TKO Group Holdings, Inc.:

*Opinion on Internal Control Over Financial Reporting*

We have audited TKO Group Holdings, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ / members’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

*Basis for Opinion*

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financing Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

*Definition and Limitations of Internal Control Over Financial Reporting*

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

[removed: (b)] During the three months ended December 31, [removed: 2023, the following directors and “officers”] [added: 2024, no director or "officer"] (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified or terminated a [removed: “Rule] [added: "Rule] 10b5-1 trading [removed: arrangement”] [added: arrangement"] and/or [removed: “non-Rule] [added: "non-Rule] 10b5-1 trading [removed: arrangement,”] [added: arrangement" (each] as [removed: each term is] defined in Item [removed: 408(a)] [added: 408] of Regulation [removed: S-K.][added: S-K).]

a)

None.

b)

(a)

*We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 7.01 Regulation FD Disclosure or Item 8.01 Other Events.*

On February 22, 2024, following Vincent McMahon’s resignation from the position of Executive Chair of the Board in January 2024, the Board appointed Ariel Emanuel, the Company’s Chief Executive Officer, as Executive Chair of the Board.

In addition, the independent directors of the Board established the position of Lead Independent Director and appointed Steven R.

Koonin to serve in such role.

Both appointments became effective as of February 22, 2024.

On November 14, 2023, each of: Mark Shapiro, President, Chief Operating Officer and member of the Board; Nick Khan, member of the Board; Andrew Schleimer, Chief Financial Officer; Seth Krauss, Chief Legal and Administrative Officer; and Shane Kapral,

Chief Accounting Officer, entered into a Rule 10b5-1 trading arrangement, which is a sell-to-cover instruction letter that provides for sales of a number of shares of Class A common stock as is necessary to cover tax withholding obligations incurred in connection with the vesting or settlement of restricted stock units, performance stock units or restricted stock previously granted or that could in the future be granted under the Company’s 2023 Incentive Award Plan and, if applicable, the WWE 2016 Omnibus Incentive Plan, including under any successor plan (collectively, the “Sell-to-Cover 10b5-1 Instructions”).

Each person’s Sell-to-Cover 10b5-1 Instruction will remain in effect so long as taxes are required to be paid upon the vesting or settlement of restricted stock units, performance stock units or restricted stock awarded or to be awarded to such person, unless such person’s instruction letter is earlier terminated.

The total number of Class A shares that may be sold pursuant to each person’s Sell-to-Cover 10b5-1 Instruction is not determinable.

During the three months ended December 31, 2023, no shares of Class A common stock were sold pursuant to any person’s Sell-to-Cover 10b5-1 Instruction.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Not applicable.

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PART III

None.

Item 9A. Controls and Procedures

*Limitations on Effectiveness of Controls and Procedures*

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

*Evaluation of Disclosure Controls and Procedures*

The Company’s management has evaluated, with the participation of the Chief Executive Officer and the Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2023.

*Management’s Annual Report on Internal Control Over Financing Reporting*

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

*Changes in Internal Control over Financial Reporting*

The Transactions resulted in changes in the Company’s internal controls over financial reporting.

The Company is continuing in its design and integration of policies, processes, technology, and other components of internal controls over financial reporting.

Management will monitor the implementation of new controls and test the operating effectiveness when instances are available in future periods.

| Name | [added: |] Age | [added: |] Title |

| Ariel Emanuel | [removed: 62] | [added: 63 | |] Director, Executive Chair and Chief Executive Officer |

| Mark Shapiro | [removed: 54] | [added: 55 | |] Director, President and Chief Operating Officer |

| Peter C.B. Bynoe | [removed: 72] | [added: 73 | |] Director |

| Egon P. Durban | [removed: 50] | [added: 51 | |] Director |

| Dwayne Johnson | [removed: 51] | [added: 52 | |] Director |

| Bradley A. Keywell | [removed: 54] | [added: 55 | |] Director |

| Nick Khan | [removed: 49] | [added: 50 | |] Director |

| Steven R. Koonin | [removed: 66] | [added: 67 | | Lead Independent] Director |

| Jonathan A. Kraft | [removed: 59] | [added: 60 | |] Director |

| Sonya E. Medina | [removed: 48] | [added: 49 | |] Director |

| Nancy R. Tellem | [removed: 71] | [added: 72 | |] Director |

| Carrie Wheeler | [removed: 52] | [added: 53 | |] Director |

| Andrew Schleimer | [removed: 46] | [added: 47 | |] Chief Financial Officer |

| Seth Krauss | [removed: 53] | [added: 54 | |] Chief Legal and Administrative Officer |

The following information with respect to our Board of Directors (the "Board") and executive officers is presented as of February 26, 2025:

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The other information required by this Item will be set forth in our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (the "2025 Proxy Statement"), expected to be filed with the SEC no later than 120 days after our fiscal year ended December 31, 2024, and is incorporated herein by reference.

Executive Officers and Directors

Set forth below are the names, ages and positions of each of the individuals who serve as our directors and executive officers as of February 27, 2024.

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| --- | --- | --- |

*Ariel Emanuel* became the Chief Executive Officer and a director of TKO Group Holdings on September 12, 2023 and was appointed Executive Chair in February 2024.

Mr. Emanuel has served as Chief Executive Officer of Endeavor since October 2017.

He has also served as a director of Endeavor since June 2009.

He previously served as the Co-Chief Executive Officer of Endeavor since July 2014, and as Co-Chief Executive Officer of William Morris Endeavor Entertainment, LLC since 2009.

Mr. Emanuel previously served on the board of directors of ContextLogic Inc. (d/b/a Wish) (Nasdaq) and Live Nation Entertainment, Inc. (NYSE).

Mr. Emanuel is a graduate of Macalester College.

We believe that Mr. Emanuel is qualified to serve on our Board because of his extensive experience in the sports, media and live entertainment industries as well as his previous experience with the Endeavor and UFC businesses.

*Mark Shapiro* is the President and Chief Operating Officer of TKO Group Holdings and became a director of TKO Group Holdings on September 12, 2023.

He has served as President and Chief Operating Officer of Endeavor since April 2023 and as President of Endeavor since December 2018.

He previously served as the Co-President of Endeavor from November 2016 to December 2018 and as Chief Content Officer of Endeavor from September 2014 to November 2016.

Prior to that, Mr. Shapiro served in various executive positions at Dick Clark Productions from May 2010 to September 2014, including as Chief Executive Officer and as Executive Producer.

From February 2006 through May 2010, he served as a Director, President and Chief Executive Officer of Six Flags Entertainment Corporation (NYSE) and worked for ESPN as Senior Vice President, and later Executive Vice President of Programming and Production from 2002 to May 2005.

Mr. Shapiro currently serves as a member of the board of trustees of Equity Residential (NYSE) and as the Chairman of Captivate Network.

Mr. Shapiro previously served as a member of the board of directors of Live Nation Entertainment, Inc. (NYSE), Frontier Communications Corporation (Nasdaq), Papa Johns International, Inc. (Nasdaq) and Bright Lights Acquisition Corp., formerly a public special purpose acquisition company.

Mr. Shapiro is a graduate of University of Iowa.

We believe that Mr. Shapiro is qualified to serve on our Board because of his extensive experience in the sports, media and entertainment industries and his prior service on public company boards.

*Peter C.B. Bynoe* became a director of TKO Group Holdings on September 12, 2023.

Mr. Bynoe has served in multiple roles, including as Senior Advisor and Equity Partner, at DLA Piper LLP (US), a global law firm, since March 1995.

He previously served as Managing Director of Equity Group Investments, L.L.C. from September 2013 to December 2019 and as Managing Partner of the NBA’s Denver Nuggets from November 1989 to September 1992.

Mr. Bynoe was a Partner and COO of Loop Capital Markets, an international investment banking firm, from January 2009 through August 2013.

Mr. Bynoe has served on the board of directors of Flagship Communities Real Estate Investment Trust since October 2020, Ardent Health Services, LLC since November 2015, Rush University Medical Center since November 1993, and the Goodman Theatre since March 1984.

He previously served on the board of directors of Frontier Communications, Inc. (Nasdaq) from August 2007 to April 2021, Covanta Holding Corp. (NYSE) from June 2004 to January 2021, and Real Industry, Inc. (Nasdaq) from July 2013 to May 2018.

Mr. Bynoe currently serves as the Chairman and a member of the Nominating, Corporate Governance and Compensation Committee of Flagship Communities Real Estate Investment Trust since October 2020.

Mr. Bynoe graduated with a Bachelor of Arts from Harvard College, a Juris Doctor from Harvard Law School and a Master of Business Administration from Harvard Business School.

We believe that Mr. Bynoe is qualified to serve on our Board because of his extensive business, legal and public policy expertise.

*Egon P.

Durban* became a director of TKO Group Holdings on September 12, 2023.

Mr. Durban has served as Co-Chief Executive Officer of Silver Lake, a global technology investment firm, since December 2019.

Mr. Durban joined Silver Lake in 1999 as a founding principal and is based in the firm’s Menlo Park office.

He serves on the boards of directors of Endeavor Group Holdings, Inc. (NYSE), City Football Group, Dell Technologies Inc. (NYSE), Group 42, Motorola Solutions, Inc. (NYSE), Qualtrics, Unity Software Inc. (NYSE), Verily, and Waymo.

Previously, he served on the board of VMware, Inc. (NYSE), served on the board of Skype, and was Chairman of its operating committee, served on the supervisory board and operating committee of NXP, and served on the boards of MultiPlan, Pivotal Software, Inc. (NYSE), SecureWorks Corp. (Nasdaq) and Twitter Inc. (NYSE).

Prior to Silver Lake, Mr. Durban worked in Morgan Stanley’s Investment Banking Division.

Mr. Durban graduated from Georgetown University with a B.S.B.A. in Finance.

We believe that Mr. Durban is qualified to serve on our Board because of his strong experience in technology and finance, and his extensive knowledge of and years of experience in global strategic leadership and management of multiple companies.

*Dwayne Johnson* (also known by his stage name “The Rock”) became a director of TKO Group Holdings on January 23, 2024.

Mr. Johnson is an actor, film producer, entrepreneur and retired professional wrestler.

The information required by this Item will be set forth in the 2025 Proxy Statement, expected to be filed with the SEC no later than 120 days after our fiscal year ended December 31, 2024, and is incorporated herein by reference.

Executive Summary

We believe that our unique business model gives us a competitive advantage in the industries in which we operate.

To maintain such advantage across all of our segments, we believe it is imperative to retain key management whose skill sets are uniquely suited to our business model.

As such, the retention and incentivization of our named executive officers was a key consideration of our compensation decisions in 2023 following the Transactions.

We believe our compensation in 2023 following the Transactions was representative of, and an appropriate award for, our financial and operational successes during that period as described below.

2023 Financial and Operating Highlights

On September 12, 2023, TKO was formed through combination of the businesses of the UFC and WWE.

In 2023 following the Transactions, we achieved several significant financial and operational results.

Of particular note were the following achievements:

*Significant* *Increases in Revenue and Adjusted EBITDA*.

Revenue increased by $534.9 million, or 47%, to $1,675.0 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

oUFC revenue increased by $152.1 million, or 13%.

This increase was primarily driven by $76.2 million of increased media rights and content from higher domestic and international rights fees resulting from increases in contractual revenues, higher fees associated with international renewals and one additional PPV event compared to the prior year period.

Additionally, the increase in revenue was due to $42.6 million of greater live event revenue from having 26 events with live audiences compared to 21 events in the prior year and higher site fees, $29.5 million of higher sponsorship from new sponsors and increases in fees from renewals and $3.8 million of increased consumer products licensing revenue from greater video game royalties.

oWWE contributed revenue of $382.8 million for the period from September 12, 2023 through December 31, 2023 following its acquisition.

This revenue was driven by $249.5 million of media rights and content primarily associated with domestic and international rights fees for WWE’s flagship programs, *Raw*, *SmackDown* and *NXT*, as well as $87.7 million of live event revenue which was primarily driven by site fees associated with WWE’s Crown Jewel premium live event in Saudi Arabia as well as hosting 75 other events with live ticketed audiences.

Additionally, this revenue was driven by $27.6 million of consumer products licensing related to the sale of WWE-branded products and $18.0 million of sponsorship revenue from the sale of advertising.

Adjusted EBITDA increased by $180.4 million, or 29%, to $809.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

oUFC Adjusted EBITDA increased by $75.1 million, or 11%, to $755.7 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

oWWE contributed Adjusted EBITDA of $163.0 million for the year ended December 31, 2023.

oCorporate Adjusted EBITDA for the year ended December 31, 2023 decreased by $57.7 million, or 111%, compared to the year ended December 31, 2022.

*Noteworthy Strategic Activity*.

Since September 12, 2023, have entered into media rights deals for WWE across key properties including *SmackDown* for US distribution with NBCUniversal/USA Network, *NXT* for US distribution with CW and *Raw* for US and worldwide distribution with Netflix.

These deals secure WWE content distribution with premium partners under long-term arrangements.

Implemented an ongoing cost reduction program, primarily related to realizing synergy opportunities and integrating the combined operations of WWE and UFC.

UFC held 43 events that consistently delivered strong viewership and attendance and set several all-time records for gross revenue at the respective arenas.

Each WWE premium live event set a viewership record.

Total WWE domestic viewership and hours viewed on Peacock increased significantly as compared to the prior year.

The effective leadership of our named executive officers was critical to our success in achieving these financial results and strategic activity milestones and, as a result, was a key factor when establishing incentive compensation levels and determining the compensation for our named executive officers for 2023, as further described below.

For a reconciliation of the differences between Adjusted EBITDA and the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States (“GAAP”) and the reasons why our management believes that presentation of Adjusted EBITDA provides useful information regarding our financial condition and results of operations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Segment Results of Operations” in this Annual Report.

Compensation Discussion and Analysis

This compensation discussion and analysis describes our executive compensation program for our named executive officers in respect of the period commencing on September 12, 2023, the date of consummation of the Transactions through December 31, 2023, which we refer to herein as “fiscal year 2023,” and includes a discussion of our compensation objectives and philosophy and provides context for the compensation actions reflected in the tabular disclosure that follows.

Our named executive officers for fiscal year 2023 were as follows:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | Age | | | | | Title |

| Ariel Emanuel | | | | | 62 | | | | | Chief Executive Officer (1) |

| Mark Shapiro | | | | | 54 | | | | | President and Chief Operating Officer |

| Andrew Schleimer | | | | | 46 | | | | | Chief Financial Officer |

| Seth Krauss | | | | | 53 | | | | | Chief Legal and Administrative Officer (2) |

The information required by this Item will be set forth in the 2025 Proxy Statement, expected to be filed with the SEC no later than 120 days after our fiscal year ended December 31, 2024, and is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information with respect to securities authorized for issuance under equity compensation plans as of December 31, 2023.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan category: | | Number of Securities‎to be Issued Upon‎Exercise of‎Outstanding Options,‎Warrants, and Rights | | | | | Weighted- Average‎Exercise Price of‎Outstanding Options,‎Warrants, and Rights | | | | | | Number of Securities‎Available for Future‎Issuance Under‎Equity Compensation‎Plans (excludes‎securities Reflected in‎first column) | | | | |

| Equity compensation plans approved by security holders (1) | | | 1,964,029 | | (2) | | | | \- | | (3) | | | | 11,266,993 | (4) | |

| Equity compensation plans not approved by security holders | | | \- | | | | | | \- | | | | | | \- | | |

| Total | | | 1,964,029 | | | | | | | | | | | | 11,266,993 | | |

(1)Consists of the 2023 Incentive Award Plan and the 2016 Plan.

(2)Consists of restricted stock units issued under the 2023 Incentive Award Plan and the 2016 Plan, and performance stock units under the 2016 Plan, calculated using the target number of shares issuable in respect of such performance stock units.

(3)Weighted-average exercise price does not take into account any restricted stock units or performance stock units described above.

(4)Awards under the 2023 Incentive Award Plan may be issued in the form of restricted stock units, restricted stock, stock options, other stock or cash based awards and dividend equivalents.

No additional awards will be granted pursuant to the 2016 Plan.

Security Ownership of Certain Beneficial Owners and Management

The table below sets forth information with respect to the beneficial ownership of our Class A common stock and Class B common stock by:

each person who is known to be the beneficial owner of more than 5% of any class or series of our capital stock;

each of our directors and named executive officers; and

all of our directors and executive officers as a group.

The amounts and percentages of Class A common stock and Class B common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities.

Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security.

A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, provided that any person who acquires any such right with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition shall be deemed to be the beneficial owner of the securities which may be acquired through the exercise of such right.

Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

The beneficial ownership of our voting securities is based on 82,321,595 shares of our Class A common stock and 89,616,891 shares of our Class B common stock, each issued and outstanding as of January 31, 2024.

In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, warrants or other rights held by such person that are currently exercisable or that will become exercisable or will otherwise vest within 60 days of January 31, 2024 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

Unless otherwise indicated, the address for each beneficial owner listed below is: c/o TKO Group Holdings, Inc., 200 Fifth Avenue, 7th Floor, New York, NY 10010.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | Class A Common Stock Owned(1) | | Class B Common Stock Owned(1) | | Combined Voting Power(2) |

| Name and Address of Beneficial Owner | Number | % | Number | % | % |

| 5% Equityholders | | | | | |

| Endeavor Group Holdings, Inc.(3) | 89,616,891 | 52.1% | 89,616,891 | 100% | 52.1% |

| Silver Lake Equityholders(3)(4) | 89,616,891 | 52.1% | 89,616,891 | 100% | 52.1% |

| Patrick Whitesell(3)(5) | 89,616,891 | 52.1% | 89,616,891 | 100% | 52.1% |

| Vincent K. McMahon(6) | 20,352,105 | 24.7% | — | — | 11.8% |

| BlackRock, Inc.(7) | 6,339,199 | 7.7% | — | — | 3.7% |

| The Vanguard Group(8) | 5,995,356 | 7.3% | — | — | 3.5% |

| Lindsell Train Limited(9) | 5,885,133 | 7.1% | — | — | 3.4% |

| Michael James Lindsell(9) | 5,885,133 | 7.1% | — | — | 3.4% |

| Nicholas John Train(9) | 5,885,133 | 7.1% | — | — | 3.4% |

| Ninety One Plc(10) | 4,411,978 | 5.4% | — | — | 2.6% |

The information required by this Item will be set forth in the 2025 Proxy Statement, expected to be filed with the SEC no later than 120 days after our fiscal year ended December 31, 2024, and is incorporated herein by reference.

Related Person Transactions Policies and Procedures

Our Audit Committee has adopted a written Related Person Transaction Policy (the “Policy”), which sets forth our policy with respect to the review and approval or, ratification of all related person transactions.

Under the Policy, related person transactions are to be reviewed and approved or ratified by (1) at least a majority of the “independent” directors (as defined in TKO’s bylaws) and (2) either (i) a majority of the Company’s Board or (ii) the Chief Executive Officer.

Certain types of transactions are deemed pre-approved pursuant to standing pre-approval guidelines established by the Audit Committee.

A “related person transaction” is defined as, subject to certain exceptions as provided under Item 404(a) of Regulation S-K, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the company (including any of its subsidiaries) was, is or will be a participant, the amount involved exceeds $120,000 and in which any related person (as defined in the policy) had, has or will have a direct or indirect material interest.

Pursuant to TKO’s bylaws, (x) prior to December 31, 2025, transactions between TKO Group Holdings and Endeavor (or its affiliates) must be approved by (i) a majority of the Board (including a majority of the WWE-designated directors or their successors) and (ii) a majority of the “independent” directors (as defined under TKO’s bylaws), and (y) following December 31, 2025, such transactions must be approved by (i) a majority of the Board and (ii) a majority of the Board of director’s “independent” directors (as defined under TKO’s bylaws).

These approving bodies review the relevant facts and circumstances of the related person transaction as it deems necessary and advisable, including without limitation, whether the transaction is inconsistent with the interest of the Company and its stockholders and taking into account the Company’s organizational and governance documents.

Limited Liability Company Agreement of TKO OpCo

On September 12, 2023, Endeavor, TKO OpCo and TKO Group Holdings entered into the Limited Liability Company Agreement of TKO OpCo (the “TKO Operating Agreement”).

The Company operates its business through TKO OpCo and its subsidiaries, in accordance with the terms of the TKO Operating Agreement.

As sole managing member of TKO OpCo, TKO Group Holdings has control over all of the affairs and decision-making of TKO OpCo.

As such, TKO Group Holdings is responsible for all operational and administrative decisions of TKO OpCo and the day-to-day management of TKO OpCo’s business.

TKO Group Holdings will fund any dividends to TKO Group Holdings stockholders (if any) by causing TKO OpCo to make distributions to its equityholders, including TKO Group Holdings, subject to the limitations imposed by the TKO Operating Agreement.

The holders of common units of TKO OpCo, including TKO Group Holdings, will generally incur U.S. federal, state and local income taxes on their allocable share of any net taxable income of TKO OpCo.

Net profits of TKO OpCo will generally be allocated to

its members pro rata in accordance with the percentages of their respective ownership of equity interests in TKO OpCo, though certain non-pro rata adjustments may be made to reflect tax depreciation, amortization and other allocations as required under applicable law or as provided for in the TKO Operating Agreement.

The TKO Operating Agreement provides for cash distributions to the holders of common units for purposes of funding their tax obligations in respect of the taxable income of TKO OpCo that is allocated to them (or otherwise generally provides for the TKO OpCo members to be provided with liquidity), subject to available cash and any negative covenants in applicable loan agreements.

Generally, these tax distributions are calculated using an assumed tax rate equal to the highest marginal combined income tax rate applicable to an individual or corporation resident in Los Angeles, California or New York, New York (whichever rate is higher), taking into account the deductibility of applicable state and local income taxes for U.S. federal income tax purposes and any limitations thereon, with the same assumed tax rate applicable to all TKO OpCo members.

Distributions (including tax distributions) made in respect of common units are generally to be paid pro rata in respect of such common units.

The TKO Operating Agreement provides that, except as otherwise determined by TKO Group Holdings, if at any time TKO Group Holdings issues shares of our Class A common stock or any other equity or equity-linked security of TKO Group Holdings entitled to any economic rights, TKO OpCo will then issue an equal amount of common units (or other security with corresponding economic rights) of TKO OpCo to TKO Group Holdings.

Similarly, except as otherwise determined by TKO Group Holdings, TKO OpCo will not issue any additional common units to TKO Group Holdings unless TKO Group Holdings issues or sells an equal number of shares of our Class A common stock.

Conversely, except as otherwise determined by TKO Group Holdings, if at any time any shares of our Class A common stock are redeemed, repurchased or otherwise acquired, TKO OpCo will redeem, repurchase or otherwise acquire an equal number of common units held by TKO Group Holdings upon the same terms and for the same price per security, as the shares of our Class A common stock are redeemed, repurchased or otherwise acquired.

In addition, except as otherwise determined by TKO Group Holdings, TKO OpCo will not affect any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of TKO OpCo Units unless it is accompanied by a substantively identical subdivision or combination of TKO Group Holdings common stock.

Subject to certain exceptions, TKO OpCo will indemnify all of its members and their officers and other related parties against all losses or expenses arising from claims or other legal proceedings in which any such person (in its capacity as such) may be involved or become subject to in connection with TKO OpCo’s business or affairs or the TKO Operating Agreement or any related document.

The TKO Operating Agreement provides that the members of TKO OpCo (other than TKO Group Holdings) (or certain permitted transferees thereof) have the right from time to time, subject to certain restrictions, to cause TKO OpCo to redeem any or all of their common units (with the simultaneous redemption of shares of our Class B common stock), in exchange for, at TKO Group Holdings’ election (subject to certain exceptions), either cash (based on the market price of a share of our Class A common stock) or shares of our Class A common stock, and if such redemption is made in exchange for shares of Class A common stock, it shall be effected as a direct purchase by TKO Group Holdings.

If, on the date of the applicable exchange notice, the aggregate amount of TKO Group Holdings’ cash balance plus the aggregate amount of any loans by TKO Group Holdings to TKO OpCo as permitted under TKO Group Holdings’ cash management policy, in the aggregate, is in excess of $100 million, any exchange may only occur 30 days following the giving of notice by Endeavor.

Under the Governance Agreement, common units will be subject to restrictions on transfer, which are more fully described in the section entitled “—Certain Restrictions on the EDR Subscribers and Endeavor” below.

Governance Agreement

On September 12, 2023, we entered into a governance agreement with Endeavor, EDR OpCo, January Capital Sub, LLC, January Capital HoldCo, TKO OpCo and Mr. McMahon.

On January 23, 2024, the parties amended the governance agreement to, among other things, increase the size of the Board from 11 to 13 directors and permit each of Mr. McMahon and Endeavor to appoint one additional director (as amended, the “Governance Agreement”).

Pursuant to the Governance Agreement, WWE, the WWE Designees and Endeavor are entitled to certain director appointment rights relating to our Board as further described below.

The Governance Agreement also places restrictions on the EDR subscribers’ ability to effect certain actions.

Prior to Mr. McMahon’s resignation from his position as Executive Chair and a member of the Board on January 26, 2024 (the “Executive Chair Sunset”), Mr. McMahon was also entitled to certain director appointment rights under the Governance Agreement.

As of the Executive Chair Sunset, Mr. McMahon no longer has the right to designate any directors of the Company, and his designation rights passed to the WWE Designees (acting by majority) until December 31, 2025.

*TKO Group Holdings Board Nominees*

Appointment Rights Held by the WWE Designees

Until December 31, 2025, the slate of individuals nominated for election to the Board must include all six of the WWE Designees, provided that the WWE Designees shall at all times include at least three independent directors.

Until December 31, 2025, the WWE

Designees (acting by majority) have the right to designate the successors to all six of the WWE Designees, three of whom must be independent.

Appointment Rights Held by Endeavor

The information required by this Item will be set forth in the 2025 Proxy Statement, expected to be filed with the SEC no later than 120 days after our fiscal year ended December 31, 2024, and is incorporated herein by reference.

[Table of Contents](#toc_page)

The following table presents aggregate fees billed to us for the years ended December 31, 2023 and 2022 by our independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”):

| | | |

| --- | --- | --- |

| Fee Category | 2023 | 2022 |

| Audit Fees | $ 3,010,000 | $ 586,250 |

| Audit-Related Fees | 1,885,433 | — |

| Tax Fees | 5,000 | 4,426 |

| All Other Fees | — | — |

| Total Fees | $ 4,900,433 | $ 590,676 |

Audit Fees

Audit fees in 2023 consisted of fees for the audit of the Company’s annual consolidated financial statements included in this Annual Report on Form 10-K and the reviews of the Company’s interim consolidated financial statements included in our quarterly reports on Form 10-Q.

In 2022, such fees consisted of fees for the audit of TKO OpCo’s annual consolidated financial statements and reviews of TKO OpCo’s interim consolidated financial statements.

Audit-Related Fees

Audit-related fees in 2023 consisted of fees for professional services related to our business combination of the Ultimate Fighting Championship (“UFC”) and World Wrestling Entertainment, LLC (f/k/a World Wrestling Entertainment, Inc.) (“WWE”) businesses under TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC) (“Zuffa” or “TKO OpCo”), including in relation to our registration statement on Form S-1 and our resale registration statement on Form S-1.

Tax Fees

The tax fees listed above for 2023 and 2022 were billed for tax compliance and advice.

Audit Committee Pre-Approval Policy and Procedures

The formal written charter for our audit committee requires that the audit committee pre-approve all audit services to be provided to us and all other services (review, attest and non-audit) to be provided to us by our independent registered public accounting firm, other than de minimis non-audit services approved in accordance with applicable SEC rules.

The audit committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved.

The Pre-Approval Policy generally provides that the audit committee will not engage our independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the audit committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”).

Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the audit committee or by a designated member of the audit committee to whom the committee has delegated the authority to grant pre-approvals.

The chairperson of the audit committee, to whom the audit committee has delegated authority to make pre-approval decisions requested between meetings of the audit committee, must report any such pre-approval decisions to the audit committee at its next scheduled meeting.

If circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the audit committee requires pre-approval for such additional services or such additional amounts.

Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval.

For both types of pre-approval, the audit committee will consider whether such services are consistent with the SEC’s rules on auditor independence.

The above-described services provided to us by our independent registered public accounting firm prior to the Transactions were provided under engagements entered into prior to our adoption of our pre-approval policies and, following the Transactions, in accordance with such policies.

| 2.1# | [Transaction Agreement, dated April 2, 2023, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, Zuffa Parent, LLC, World Wrestling Entertainment, Inc., New Whale Inc., and Whale Merger Sub [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1091907/000119312523217532/d69259d424b3.htm#rom69259_28)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1091907/000119312523217532/d69259d424b3.htm#rom69259_28)] | 424(b)(3) | 333-271893 | Annex A | 08/22/2023 | |

| 3.1 | [Amended and Restated Certificate of Incorporation of TKO Group Holdings, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233444/d476174dex41.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233444/d476174dex41.htm)] | S-8 | 333-274480 | 4.1 | 09/12/2023 | |

| 3.2 | [Amended and Restated Bylaws of TKO Group Holdings, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233444/d476174dex42.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233444/d476174dex42.htm)] | S-8 | 333-274480 | 4.2 | 09/12/2023 | |

| 4.1 | [Registration Rights Agreement, dated as of September 12, 2023, by and among TKO Group Holdings, Inc., Endeavor Group Holdings, Inc. and Vincent K. [removed: McMahon.](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex41.htm)] [added: McMahon.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex41.htm)] | 8-K | 001-41797 | 4.1 | 09/12/2023 | |

| 4.2 | [Indenture between World Wrestling Entertainment, Inc. and U.S. Bank National Association, as trustee, dated December 16, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1091907/000119312516795818/d311548dex41.htm).] [added: 2016](https://www.sec.gov/Archives/edgar/data/1091907/000119312516795818/d311548dex41.htm).] | 8-K | 001-16131 | 4.1 | 12/16/2016 | |

| 4.3 | [Form of 3.375% Convertible Senior Note due [removed: 2023](http://www.sec.gov/Archives/edgar/data/1091907/000119312516795818/d311548dex41.htm).] [added: 2023](https://www.sec.gov/Archives/edgar/data/1091907/000119312516795818/d311548dex41.htm).] | 8-K | 001-16131 | 4.1 | 12/16/2016 | |

| 4.4 | [First Supplemental Indenture, among World Wrestling Entertainment, Inc., New Whale Inc. and U.S. Bank Trust Company, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/d519698dex42.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/d519698dex42.htm)] | 8-K | 001-16131 | 4.2 | 09/12/2023 | |

| 4.5 | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex4_5.htm) | [added: 10-K] | [added: 001-41797] | [added: 4.5] | [added: 02/27/2024] | [removed: *] |

| 10.1 | [Amended and Restated Operating Agreement of TKO Operating Company, [removed: LLC.](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex101.htm)] [added: LLC.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex101.htm)] | 8-K | 001-41797 | 10.1 | 09/12/2023 | |

| 10.2 | [Governance Agreement, dated as of September 12, 2023, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, January Capital Sub, LLC, January Capital HoldCo, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., and Vince [removed: McMahon.](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex102.htm)] [added: McMahon.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex102.htm)] | 8-K | 001-41797 | 10.2 | 09/12/2023 | |

| 10.3 | [Amendment No. 1, dated as of January 23, 2024, to the Governance Agreement, dated as of September 12, 2023, by and among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, January Capital Sub, LLC, January Capital HoldCo, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., and Vincent K. McMahon.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex10_3.htm) | [added: 10-K] | [added: 001-41797] | [added: 10.3] | [added: 02/27/2024] | [removed: *] |

| 10.4# | [Services Agreement, dated as of September 12, 2023, by and among Endeavor Group Holdings, Inc. and TKO Operating Company, [removed: LLC.](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex103.htm)] [added: LLC.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex103.htm)] | 8-K | 001-41797 | 10.3 | 09/12/2023 | |

| [removed: 10.5] [added: 10.5+] | [Form of Indemnification [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1015.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1015.htm)] | 8-K | 001-41797 | 10.15 | 09/12/2023 | |

| 10.6+ | [Term Employment Agreement, dated as of September 12, 2023, by and between TKO Group Holdings, Inc. and Ariel [removed: Emanuel.](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1016.htm)] [added: Emanuel.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1016.htm)] | 8-K | 001-41797 | 10.16 | 09/12/2023 | |

| 10.7+ | [Term Employment Agreement, dated as of January 21, 2024, by and between TKO Group Holdings, Inc. and Mark [removed: Shapiro.](http://www.sec.gov/Archives/edgar/data/1973266/000119312524013037/d726120dex101.htm)] [added: Shapiro.](https://www.sec.gov/Archives/edgar/data/1973266/000119312524013037/d726120dex101.htm)] | 8-K | 001-41797 | 10.1 | 01/23/2024 | |

| 10.8+ | [Term Employment Agreement, dated as of January 12, 2024, by and between TKO Group Holdings, Inc. and Seth [removed: Krauss.](http://www.sec.gov/Archives/edgar/data/1973266/000119312524007554/d561818dex101.htm)] [added: Krauss.](https://www.sec.gov/Archives/edgar/data/1973266/000119312524007554/d561818dex101.htm)] | 8-K | 001-41797 | 10.1 | [removed: 01/12/2023] [added: 01/12/2024] | |

| 10.9+ | [Term Employment Agreement, dated as of November 5, 2023, by and between TKO Group Holdings, Inc. and Andrew [removed: Schleimer.](http://www.sec.gov/Archives/edgar/data/1973266/000197326623000009/tko-20230930xex10_8.htm)] [added: Schleimer.](https://www.sec.gov/Archives/edgar/data/1973266/000197326623000009/tko-20230930xex10_8.htm)] | 10-Q | 001-41797 | 10.8 | 11/07/2023 | |

| 10.10 | [Stockholders Agreement, dated April 2, 2023, by and between Endeavor Group Holdings, Inc. and Vincent K. [removed: McMahon.](http://www.sec.gov/Archives/edgar/data/1766363/000119312523088864/d491004dex101.htm)] [added: McMahon.](https://www.sec.gov/Archives/edgar/data/1766363/000119312523088864/d491004dex101.htm)] | 8-K | 001-40373 | 10.1 | 04/03/2023 | |

| 10.11+ | [TKO Group Holdings, Inc. 2023 Incentive Award [removed: Plan.](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233444/d476174dex43.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233444/d476174dex43.htm)] | S-8 | 333-274480 | 4.3 | 09/12/2023 | |

| 10.12+ | [Form of Stock Option Grant Notice and Stock Option Award Agreement under the TKO Group Holdings, Inc. 2023 Incentive Award [removed: Plan.](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1020.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1020.htm)] | 8-K | 001-41797 | 10.20 | 09/12/2023 | |

| 10.13+ | [Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the TKO Group Holdings, Inc. 2023 Incentive Award Plan (Sell to [removed: Cover).](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1021.htm)] [added: Cover).](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1021.htm)] | 8-K | 001-41797 | 10.21 | 09/12/2023 | |

| 10.14+ | [Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the TKO Group Holdings, Inc. 2023 Incentive Award Plan (Net [removed: Settlement).](http://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1022.htm)] [added: Settlement).](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1022.htm)] | 8-K | 001-41797 | 10.22 | 09/12/2023 | |

| 10.15+ | [World Wrestling Entertainment, Inc. 2016 Omnibus Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/1091907/000120677416004878/wwe_def14a.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1091907/000120677416004878/wwe_def14a.htm)] | DEF 14A | 001-16131 | Annex A | 03/11/2016 | |

| 10.16+ | [Amended and Restated Non-Employee Director Compensation Policy.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex10_16.htm) | [added: 10-K] | [added: 001-41797] | [added: 10.16] | [added: 02/27/2024] | [removed: *] |

| 10.17 | [First Lien Credit Agreement dated as of August 18, 2016, among Zuffa Guarantor, LLC, UFC Holdings, LLC, the lenders party thereto, Goldman Sachs Bank USA, as administrative agent, collateral agent, swingline lender and issuing bank, Deutsche Bank Securities Inc., as syndication agent, and Goldman Sachs Bank USA, Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and KKR Capital Markets LLC as co-documentation [removed: agents.](http://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1010.htm)] [added: agents.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1010.htm)] | S-1 | 333-254908 | 10.10 | 03/31/2021 | |

| 10.18 | [First Refinancing Amendment, dated as of February 21, 2017, among Zuffa Guarantor, LLC, UFC Holdings, LLC, the lenders party thereto and Goldman Sachs Bank USA, as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1011.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1011.htm)] | S-1 | 333-254908 | 10.11 | 03/31/2021 | |

| 10.19 | [First Lien Incremental Term Facility Amendment, dated as of April 25, 2017, among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent and the initial First Additional Term B [removed: Lender.](http://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1013.htm)] [added: Lender.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1013.htm)] | S-1 | 333-254908 | 10.13 | 03/31/2021 | |

| 10.20 | [Third Amendment dated as of March 26, 2019, among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1014.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1014.htm)] | S-1 | 333-254908 | 10.14 | 03/31/2021 | |

| 10.21 | [Fourth Amendment dated April 29, 2019, among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1015.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1015.htm)] | S-1 | 333-254908 | 10.15 | 03/31/2021 | |

| 10.22 | [Fifth Amendment dated September 18, 2019, among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1016.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1016.htm)] | S-1 | 333-254908 | 10.16 | 03/31/2021 | |

| 10.23 | [Sixth Amendment dated June 15, 2020, among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1766363/000119312521122043/d67085dex1018.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521122043/d67085dex1018.htm)] | S-1 | 333-254908 | 10.18 | 03/31/2021 | |

| 10.24 | [Second Refinancing Amendment dated as of January 27, 2021, among Zuffa Guarantor, LLC, UFC Holdings, LLC, the lenders party thereto and Goldman Sachs Bank USA, as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1012.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1012.htm)] | S-1 | 333-254908 | 10.12 | 03/31/2021 | |

| 10.25 | [Eighth Amendment, dated October 27, 2021, to the First Lien Credit Agreement, dated as of August 18, 2016 among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto, as [removed: amended.](http://www.sec.gov/Archives/edgar/data/1766363/000119312521309493/d238886dex101.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521309493/d238886dex101.htm)] | 8-K | 001-40373 | 10.1 | 10/27/2021 | |

| 10.26 | [Third Refinancing Amendment dated as of April 10, 2023, among Zuffa Guarantor, LLC, UFC Holdings, LLC, the lenders party thereto and Goldman Sachs Bank USA, as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/1766363/000095017023019738/edr-ex10_4.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1766363/000095017023019738/edr-ex10_4.htm)] | 10-Q | 001-40373 | 10.4 | 05/09/2023 | |

| [removed: 10.27#] [added: 10.29#] | [Tenth Amendment, dated as of June 26, 2023, to the First Lien Credit Agreement, dated as of August 18, 2016, among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto, as [removed: amended.](http://www.sec.gov/Archives/edgar/data/1766363/000095017023039879/edr-ex10_6.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1766363/000095017023039879/edr-ex10_6.htm)] | 10-Q | 001-40373 | 10.6 | 08/08/2023 | |

| [removed: 10.28+] [added: 10.30+] | [Employment Agreement, dated as of November 22, 2023, by and between TKO Group Holdings, Inc. and Nick Khan.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex10_28.htm) | [added: 10-K] | [added: 001-41797] | [added: 10.28] | [added: 02/27/2024] | [removed: *] |

| [removed: 10.29#,] [added: 10.31#,] ^ | [Independent Contractor Services and Merchandising Agreement, dated as of January 22, 2024, by and among World Wrestling Entertainment, LLC, 7 Bucks Entertainment, Inc., DJIP, LLC and Tag-Team Enterprises, Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex10_29.htm) | [added: 10-K] | [added: 001-41797] | [added: 10.29] | [added: 02/27/2024] | [removed: *] |

| [removed: 10.30#,^] [added: 10.32#,^] | [IP Assignment Agreement, dated as of January 22, 2024, by and among DJIP, LLC, Tag-Team Enterprises, Inc., 7 Bucks Entertainment, Inc., World Wrestling Entertainment, LLC and TKO Group Holdings, Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex10_30.htm) | [added: 10-K] | [added: 001-41797] | [added: 10.30] | [added: 02/27/2024] | [removed: *] |

| [removed: 10.31^] [added: 10.33^] | [Award Agreement, dated as of January 22, 2024, by and between TKO Group Holdings, Inc. and Dwayne [removed: Johnson](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex10_31.htm)] [added: Johnson.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex10_31.htm)] | [added: 10-K] | [added: 001-41797] | [added: 10.31] | [added: 02/27/2024] | [removed: *] |

| 21.1 | [Subsidiaries of TKO Group Holdings, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex21_1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000095017025027778/tko-ex21_1.htm)] | | | | | * |

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| 10.27# | [Fourth Refinancing Agreement, dated as of May 1, 2024, among Zuffa Guarantor, LLC, UFC Holdings, LLC, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.](https://www.sec.gov/Archives/edgar/data/1973266/000197326624000013/tko-20240331xex10_1.htm) | 10-Q | 001-41797 | 10.1 | 05/08/2024 | |

| 10.28# | [Fifth Refinancing Amendment, dated as of November 21, 2024, among Zuffa Guarantor, LLC, UFC Holdings, LLC, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.](https://www.sec.gov/Archives/edgar/data/1973266/000119312524263492/d867484dex101.htm) | 8-K | 001-41797 | 10.1 | 11/21/2024 | |

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| 10.34 | [TKO Stock Purchase Agreement, dated April 7, 2024, by and between TKO Group Holdings, Inc. and Vincent K. McMahon.](https://www.sec.gov/Archives/edgar/data/1973266/000197326624000013/tko-20240331xex10_9.htm) | 10-Q | 001-41797 | 10.9 | 05/08/2024 | |

| 10.35# | [Transaction Agreement, dated October 23, 2024, by and among Endeavor Operating Company, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., IMG Worldwide, LLC and Trans World International, LLC.](https://www.sec.gov/Archives/edgar/data/1973266/000119312524242249/d875145dex101.htm) | 8-K | 001-41797 | 10.1 | 10/24/2024 | |

| 16.1 | [Letter from Deloitte & Touche LLP, dated August 8, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001973266/000119312524196978/d874384d8k.htm) | 8-K | 001-41797 | 16.1 | 08/08/2024 | |

| 19.1 | [Insider Trading Compliance Policy](https://www.sec.gov/Archives/edgar/data/1973266/000095017025027778/tko-ex19_1.htm) | | | | | * |

| 23.2 | [Consent of Deloitte & Touche LLP, independent registered public accounting firm of TKO Group Holdings, Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000095017025027778/tko-ex23_2.htm) | | | | | * |

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| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | * |

| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | | | * |

| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | | | | | * |

| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | * |

| Date: | February [removed: 27, 2024] [added: 26, 2025] | By: | /s/ ARIEL EMANUEL | |

| /s/ ARIEL EMANUEL | | Executive Chair, Chief Executive Officer and Director | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ ANDREW SCHLEIMER | | Chief Financial Officer | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ SHANE KAPRAL | | [added: Deputy] Chief [removed: Accounting] [added: Financial] Officer | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ MARK SHAPIRO | | President and Chief Operating Officer | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ NICK KHAN | | President of WWE and Director | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ PETER C.B. BYNOE | | Director | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ EGON P. DURBAN | | Director | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ DWAYNE JOHNSON | | Director | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ BRAD KEYWELL | | Director | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ STEVEN R. KOONIN | | [added: Lead Independent] Director | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ JONATHAN A. KRAFT | | Director | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ SONYA E. MEDINA | | Director | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ NANCY R. TELLEM | | Director | | February [removed: 27, 2024] [added: 26, 2025] |

| /s/ CARRIE WHEELER | | Director | | February [removed: 27, 2024] [added: 26, 2025] |

[removed: | [Report of Independent Registered Public Accounting Firm](#AuditReport) (PCAOB ID No. 34) | F-2 |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#BalanceSheet)] [added: 2023](#balancesheet)] | [removed: F-4] [added: F-5] |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#IncomeStatement)] [added: 2022](#incomestatement)] | [removed: F-5] [added: F-6] |

| [Consolidated Statements of Comprehensive [removed: (Loss)] Income [added: (Loss)] for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ComprehensiveIncome)] [added: 2022](#comprehensiveincome)] | [removed: F-6] [added: F-7] |

| [Consolidated Statements of Stockholders’/Members’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#StockholdersEquity)] [added: 2022](#stockholdersequity)] | [removed: F-7] [added: F-8] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#CashFlow)] [added: 2022](#cashflow)] | [removed: F-8] [added: F-9] |

| [Notes to Consolidated Financial [removed: Statements](#Footnotes)] [added: Statements](#footnotes)] | [removed: F-9] [added: F-10] |

We have audited the accompanying consolidated balance [removed: sheets] [added: sheet] of TKO Group Holdings, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023 and 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive [removed: (loss) income,] [added: income (loss),] stockholders'/members’ equity, and cash flows, for each of the [removed: three] [added: two] years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023 and 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the [removed: three] [added: two] years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

[removed: Critical] [added: *Critical] Audit [removed: Matters][added: Matter*]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the [removed: current-period] [added: current period] audit of the [added: consolidated] financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and [removed: that] [added: that:] (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the [added: consolidated] financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the [added: consolidated] financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.][added: it relates.]

The Transactions have been accounted for as a reverse acquisition of WWE using the acquisition method of accounting in accordance with the guidance of [removed: Accounting Standards Codification Topic] [added: ASC] 805, *Business Combinations* (“ASC 805”), with TKO OpCo, the legal acquiree, treated as the [removed: accounting acquirer.]

Based on this determination, the Company has allocated the [removed: preliminary] purchase price to the fair value of WWE’s identifiable assets and liabilities as of [removed: September 12, 2023,] the [removed: closing date,] [added: Closing Date,] with the excess preliminary purchase price recorded as goodwill.

For [added: customer] contracts [removed: which have] [added: with] more than one [added: distinct] performance obligation, the total contract consideration is allocated based on management’s estimate of each [added: distinct] performance obligation’s [added: relative] stand-alone selling [removed: price.][added: price (“SSP”).]

The Company [removed: primarily] derives [added: its] revenue [added: principally] from the following sources: (i) media rights and content fees associated with the distribution of content, (ii) ticket sales at live events and site fees, (iii) sponsorship and advertising sales, and (iv) consumer products licensing.

We [removed: have] identified [added: the assessment of] revenue recognition for certain [removed: significant multiple year customer arrangements] [added: contracts] with multiple performance obligations [removed: at inception or amendment] as a critical audit [removed: matter because of the significant audit effort necessary to evaluate the Company’s conclusions.][added: matter.]

February 27, 2024 [added: (February 26, 2025, as to Note 19)]

We have served as the Company's auditor since [removed: 2016.][added: 2024.]

| | | As of December 31, | | | | | [added: | |]

| | | 2023 | | | [added: |] 2022 | | [added: |]

| Assets | | | | | | | [added: | |]

| Current assets: | | | | | | | [added: | |]

| [removed: Cash and cash equivalents] [added: CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD] | | [removed: $] | 235,839 | | [removed: $] | [added: |] 180,574 | [added: | | | 874,688 | |]

| Accounts receivable (net of allowance for doubtful accounts of [removed: $1,093] [added: $3,132] and [removed: $2,355,] [added: $1,093,] respectively) | | | [removed: 135,436] [added: 184,056] | | | [removed: 45,448] | [added: 135,436 | |]

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| [Reports of Independent Registered Public Accounting Firms](#auditreport) (PCAOB ID No. 185 and No. 34) | F-2 |

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To the Stockholders and Board of Directors

TKO Group Holdings, Inc.:

*Opinion on the* *Consolidated Financial Statements*

We have audited the accompanying consolidated balance sheet of TKO Group Holdings, Inc. and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ / members’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Basis for Opinion*

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

*Revenue recognition - contracts with multiple performance obligations*

As discussed in Notes 2 and 16 to the consolidated financial statements, the Company’s revenue is recognized when control of the promised goods or services is transferred to its customers.

The Company’s primary sources of revenue include media rights and content, live events, sponsorships, and consumer products licensing.

For the year ended December 31, 2024, the Company recorded revenue of $2,804.3 million.

Specifically, for certain multi-year fixed fee contracts, complex auditor judgment was required in assessing the Company’s identification of distinct performance obligations and evaluating the method and significant assumptions used to estimate the SSP for those identified distinct performance obligations.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue processes, including controls related to the identification of distinct performance obligations and the method and significant assumptions used to determine the estimated SSP for those identified distinct performance obligations.

For a selection of new and amended multi-year fixed fee contracts, we obtained and

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evaluated the Company’s revenue recognition accounting analysis by (1) inspecting the contracts to gain an understanding of contractual terms and conditions, evaluating the rights and obligations of the Company, and comparing them to other similar customer contracts to identify distinct performance obligation, (2) interviewing the Company’s business development personnel to gain an understanding of the nature and estimated value of commitments made to customers, (3) evaluating the method and significant assumptions used to estimate SSP by comparing the SSP to current pricing patterns in similar customer contracts, and (4) testing that the estimated SSPs were accurately applied in allocating the transaction price to each distinct performance obligation.

/s/ KPMG LLP

February 26, 2025

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We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

New York, New York

We began serving as the Company's auditor in 2016.

In 2024 we became the predecessor auditor.

‎

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Acquisition of WWE – Refer to Notes 1, 2 and 4 to the financial statements

*Critical Audit Matter Description*

The Company was formed for the purpose of facilitating the business combination of the Ultimate Fighting Championship (“UFC”) and World Wrestling Entertainment, LLC (“WWE”) businesses under TKO Operating Company, LLC (“TKO OpCo”), which owns and operates the UFC and WWE businesses (the “Transactions”).

The Company consolidates the financial results of TKO OpCo and reports a non-controlling interest representing the economic interest in TKO OpCo held by the other members of TKO OpCo.

We identified the Company’s conclusion to consolidate TKO OpCo and to treat TKO OpCo as the accounting acquirer as a critical audit matter because of the significant audit effort necessary to evaluate the Company’s conclusions and the resulting characterization and overall basis of presentation of the Company’s financial statements and disclosures.

This required a higher degree of auditor judgment and an increased extent of effort in auditing the accounting for and presentation of the business combination.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the Company’s consolidation and accounting acquirer conclusions included the following, among others:

We inspected the merger agreement and other relevant information to evaluate the key terms of the business combination.

With the assistance of professionals in our firm having expertise in accounting for consolidations and business combinations, we evaluated management’s conclusion regarding consolidation and which entity represented the accounting acquirer.

We evaluated the financial statement presentation and disclosures regarding the business combination with the accounting conclusions reached and disclosure requirements.

Revenue Recognition – Refer to Notes 2 and 16 to the financial statements

The Company’s revenue is recognized when control of the promised goods or services is transferred to its customers either at a point in time or over time, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Significant judgment is exercised by the Company in determining revenue recognition for certain multiple year customer arrangements with multiple performance obligations at inception or amendment, and includes the following:

Identification and evaluation of the treatment of contract terms that may impact the timing and amount of revenue recognized.

Determination of whether the services are considered distinct performance obligations.

Determination of the allocation of the transaction price to each distinct performance obligation.

This required a higher degree of auditor judgment and an increased extent of effort in auditing the accounting for these arrangements.

Our audit procedures related to the revenue recognition for these significant multiple year customer arrangements at inception or amendment included the following, among others:

We evaluated the Company’s revenue recognition policy for arrangements with multiple performance obligations.

We obtained and read the underlying contracts, including master agreements, amended agreements, and other source documents that were part of the arrangement.

We tested management’s identification of the performance obligations within the customer contract.

We tested management’s allocation of transaction price to each distinct performance obligation.

We tested management’s assessment of whether to recognize revenue at a point in time or over time for the identified performance obligations in each contract.

We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognition in the financial statements.

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| Members' capital | | | — | | | 568,070 |

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| Balance, December 31, 2020 | | $ | 1,119,562 | | — | | $ | — | | — | | $ | — | | $ | — | | $ | (4,945) | | $ | — | | $ | 1,114,617 | | $ | — | | $ | 1,114,617 |

| Comprehensive income | | | 272,340 | | — | | | — | | — | | | — | | | — | | | 2,421 | | | — | | | 274,761 | | | — | | | 274,761 |

| Proceeds from warrant exercise | | | 53,088 | | — | | | — | | — | | | — | | | — | | | — | | | — | | | 53,088 | | | — | | | 53,088 |

| Loss on extinguishment of debt | | | — | | | — | | | 1,249 |

| Change in equity investment fair value | | | — | | | — | | | (889) |

| Proceeds from warrant exercise | | | — | | | — | | | 53,088 |

*Cybersecurity Risk Management and Strategy*

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

Our security approach is aligned with applicable security and/or technical requirements and best practices established by National Institute of Standards and Cybersecurity Framework (“NIST CSF”).

This does not imply that we meet any particular technical standards, specifications, or requirements, only that our information security team uses the NIST CSF as the framework for helping us to identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program and is designed to share common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

We have a cross-functional team composed of senior IT, cybersecurity and compliance leadership from both TKO and Endeavor that typically meets on a monthly basis to discuss efforts to identify new or prospective risks, mitigate previously identified risks, and discuss recent cybersecurity events.

This cross-functional team reports into an executive steering committee comprised of senior enterprise leadership which meets, at a minimum, quarterly.

We use a defense-in-depth strategy across our business applications and systems, including database encryption, encryption for laptops/desktops, endpoint-security solutions including network filtering, anti-virus, endpoint firewalls, endpoint detection/response, patch and security configuration management and monitoring through our use of a Security Information and Event Management (“SIEM”) system.

The SIEM is monitored by our Security Operations Center (“SOC”).

Our network and applications require multi-factor authentication, and logins are monitored for unusual activity by our SOC function.

The enterprise network is protected by stateful firewalls, which are also monitored via our SOC.

Our dedicated cybersecurity team engages third parties to conduct periodic infrastructure, application, compliance, and security operations testing, and threats/findings are managed through our risk-register and governance processes.

Separately, employees are trained to promptly report any suspicious behavior or events to the Company’s Core Security Incident Response team.

This team includes IT, cybersecurity, compliance, and risk management team members from both TKO and Endeavor.

The core team oversees the investigation and handling of all reported incidents (which incidents are tracked in real time).

If the core team determines that the reported event could potentially impact personally identifiable information processed by the Company, confidential/proprietary information or cause a financial loss, the core team reports the matter to TKO’s Cybersecurity Executive Steering Committee, which includes TKO’s Chief Administrative Officer, General Counsels, Chief Financial Officer, Chief Accounting Officer, Chief Product & Technology Officer, Corporate Secretary and Head of Investor Relations, as well as Endeavor’s Chief Financial Officer, Chief Accounting Officer, General Counsel, Chief Compliance Officer, Chief Information Officer, SVP, Internal Audit, SVP, Privacy & Cybersecurity, SVP, Cybersecurity, SVP, Head of Corporate Security and Chief Communications Officer.

Reported events that may cause a financial loss are also reported to the legal department’s fraud investigation team.

The Cybersecurity Executive Steering Committee is charged with managing the Core Security Incident Response Team and determining whether any disclosures may be required as a result of the reported event.

Our cybersecurity risk management program, thus, includes:

risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

a written cybersecurity incident response plan;

the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

cybersecurity awareness training of our employees, incident response personnel, and senior management not less often than once per calendar year;

phishing simulations at regular intervals (not less than quarterly) to all users of the Company’s email system; and

a third-party risk management process for service providers, suppliers, and vendors which connect to our IT systems or process data on our behalf.

This risk management process is designed to review the cybersecurity protocols, policies and preparedness of any vendor that processes personally identifiable information for the Company or the Company’s confidential or proprietary information or otherwise is connected to any Company IT infrastructure before entering an agreement with such vendor and/or at least every 18 months thereafter.

Such reviews consist of reviewing SOC2 Type II reports for vendors which maintain them or, for those that don’t, a review of the vendor’s responses to a detailed questionnaire.

Upon a review of such responses, the Company’s cybersecurity team may propose contractual remediation obligations to be agreed upon by the vendor.

Our continually evolving cybersecurity strategies are informed by multiple threat intelligence resources, the status of ongoing remediation plans, and technical developments.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

See Part I, Item 1A.

“Risk Factors – Risks Related to Our Business — Failure to protect our IT Systems and Confidential Information against breakdowns, security breaches, and other cybersecurity risks could result in financial penalties, legal liability, and/or reputational harm, which would adversely affect our business, results of operations, and financial condition.”

*Cybersecurity Governance*

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee of the Board (the “Audit Committee”) oversight of cybersecurity and other information technology risks.

The Audit Committee oversees management’s implementation of our cybersecurity risk management program.

The Audit Committee receives quarterly reports from management on our cybersecurity risks, and also receives, at least annually, a detailed briefing from management on our cyber risk management program’s status including all strategic initiatives.

In addition, management updates the Audit Committee, as necessary, regarding potentially significant cybersecurity incidents consistent with written escalation protocols, as well as incidents with lesser impact potential.

The Audit Committee members also receive presentations on cybersecurity topics from Endeavor’s Chief Compliance Officer, Chief Information Officer, internal security staff or external experts as

part of the Board’s continuing education on topics that impact public companies.

The full Board receives regular updates regarding the Audit Committee’s activities.