TKO Group Holdings (TKO) 10-K risk factor changes: FY2025 vs FY2024

You should carefully consider the following factors, together with all of the other information included in this Annual [removed: Report on Form 10-K,] [added: Report,] including under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this Annual Report [removed: on Form 10-K] before investing in our Class A common stock.

While consumer and corporate spending may decline at any time for reasons beyond our control, the risks associated with our businesses become more acute in periods of a slowing economy or recession, which may be accompanied by reductions in corporate [removed: sponsorship] [added: sponsorships] and advertising, decreases in attendance at live events, and [removed: purchases of pay-per-view (“PPV”),] [added: decreases in consumer spending on merchandising,] among other things.

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

A key component of our success is our relationships with television and cable networks, satellite providers, digital streaming and other distribution [removed: partners, as well as corporate sponsors.][added: partners.]

We are dependent on maintaining these existing relationships and expanding upon them so that we have a robust network with which we can work to arrange multimedia rights [removed: sales and sponsorship engagements,] [added: sales,] including distribution of our events and media content.

Our television programming for our events is distributed by television and cable networks, satellite providers, [removed: PPV,] [added: pay-per-view (“PPV”),] digital [removed: streaming, and other media.]

We regularly engage in negotiations relating to substantial agreements covering the distribution of our [removed: television programming] [added: content] by carriers located in the United States and abroad.

[removed: can be provided as to the outcome of these negotiations and, if] [added: If] we are unable to [added: maintain our agreements,] renew existing agreements or find alternative streaming or distribution partners on at least as favorable terms, if at all, our results of operations could be adversely impacted.

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

Our ability to effectively generate revenue from new content distribution platforms and viewing technologies [removed: will] [added: could] affect our ability to maintain and grow our business.

Many well-funded digital companies (such as Amazon, Apple, Facebook, Hulu, Netflix and YouTube) have been competing with the traditional television business model and, while it has been widely reported that they are paying significant amounts for media content, it is not clear that these digital distributors will replace the importance (in terms of money paid for content, viewer [removed: penetration] [added: penetration,] and other factors) of television distribution to media content owners such as WWE and UFC.

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

The success of the Endeavor Asset Acquisition [removed: will depend] [added: depends] 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 [removed: identified and are currently in the process of identifying.][added: identified.]

[removed: The issuance] [added: For example, upon the completion] of the [added: Endeavor Asset Acquisition, the Company issued approximately 26.54 million] TKO OpCo Units and [added: corresponding shares of] Class B common stock to [removed: the EDR Parties will cause a] [added: certain subsidiaries of Endeavor Group Holdings, Inc., causing an approximately 6%] reduction in the relative percentage interest of the Company’s other [added: then] current stockholders in the earnings of TKO OpCo, and [removed: in] the voting interests of the Company.

[added: While the EGH Parties will be contractually obligated to provide the] TKO [removed: OpCo] [added: Parties with certain specified services during the term of the Transition Services Agreement, the TKO Parties] cannot be assured that [removed: the] [added: these] services [removed: previously provided under the Services Agreement] will be sustained at the same [removed: level,] [added: level after the expiration] or [added: termination of the Transition Services Agreement, or] that [added: the] TKO [removed: OpCo] [added: Parties] will be able to replace these services in a timely manner or on comparable terms.

[added: If these services are no longer procured from the EGH Parties, or if certain arrangements with the EGH Parties are terminated, the] TKO [removed: OpCo’s] [added: Parties'] costs of procuring those services from third parties may increase.

The [added: Transition] Services Agreement also contains terms and provisions that may be more favorable to [added: the] TKO [removed: OpCo] [added: Parties] than terms and provisions [added: the] TKO [removed: OpCo will be able to obtain] [added: Parties might have obtained] in arm’s-length negotiations with unaffiliated third parties.

Our professional reputation is essential to our continued success and any decrease in the quality of our reputation could impair our ability to, among other things, recruit and retain qualified and experienced personnel, or enter into multimedia, licensing, and [removed: sponsorship] [added: partnership] engagements.

Our overall reputation may be negatively impacted by a number of factors, including negative publicity concerning [removed: Endeavor or] us, members of our [removed: or Endeavor’s] management or other key personnel or the athletes that participate in our events.

This could result in termination of media rights agreements, licensing, [removed: sponsorship] [added: sponsorships] or other contractual relationships, or our ability to attract new [removed: sponsorship] [added: partnerships] or other business relationships, or the loss or termination of such employees’ or contractors’ services, all of which could adversely affect our business, financial condition, and results of operations.

For UFC, these providers include, but are not limited to, 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, [removed: KSW and] [added: KSW,] Extreme Fighting [removed: Championship.][added: Championship, and Legacy Fighting Alliance.]

For WWE, these providers include, but are not limited to, All Elite Wrestling, Impact Wrestling, Ring of [removed: Honor and] [added: Honor,] New Japan [removed: Pro-Wrestling.][added: Pro-Wrestling, and Consejo Mundial de Lucha Libre.]

We depend on the continued services of executive management and other key [removed: employees, and of our parent company, Endeavor.][added: employees.]

The loss or diminished performance of these [removed: individuals, or any diminished performance by Endeavor,] [added: individuals] could adversely affect our business.

Our performance is substantially dependent on the continued services of executive management and other key [removed: employees as well as our relationship with our parent company, Endeavor, with whom we have various service agreements.][added: employees.]

[removed: Upon] [added: In addition, following] the [removed: consummation] [added: completion] of the Endeavor Take-Private, we [removed: expect] [added: have continued] to [removed: continue utilizing] [added: utilize] Endeavor's services [added: and expect to do so] for a specified period of time.

The loss of any member of our [removed: or Endeavor’s] executive management [removed: teams] [added: team] could impair our ability to execute our business plan and growth strategy, have a negative impact on our business, financial condition, and results of operations, or cause employee morale problems or the loss of additional key employees.

Our operations and revenues are affected by consumer tastes and entertainment trends, including the market demand for the distribution rights to live events, which are unpredictable and may be affected by factors such as changes in the social and political climate, global epidemics [removed: such as the COVID-19 pandemic] or general macroeconomic factors.

[removed: Our failure to avoid a negative] perception among consumers, or anticipate and respond to changes in consumer preferences, could result in reduced demand for our events and content offerings, which could have an adverse effect on our business, financial condition and results of operations.

Owning and managing events for which we sell media and [removed: sponsorship] [added: partnership] rights, ticketing and hospitality exposes us to greater financial risk.

We act as a principal by owning and managing live events for which we sell media and [removed: sponsorship] [added: partnership] rights, ticketing and hospitality.

Accordingly, if a planned event fails to occur or there is any disruption in our ability to live stream or otherwise distribute, whether as a result of technical difficulties or otherwise, we could lose a substantial amount of these costs, fail to generate the anticipated revenue, and could be forced to issue refunds for ticket or PPV sales and generate lower than expected media rights, [removed: sponsorship] [added: partnership] and licensing fees.

In [removed: some] [added: the] United States and foreign jurisdictions, athletic commissions and other applicable regulatory agencies require us to obtain licenses for promoters, medical clearances and/or other permits or licenses for performers and/or permits for events in order for us to promote and conduct our live events.

Our results may be affected by the outcome of [added: any such] pending and future litigation, investigations, claims and other disputes.

The outcome of litigation, including class action lawsuits, is [added: inherently uncertain and is] difficult to assess or quantify.

[added: On January] 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.

WWE recorded an additional $11.1 million of expenses related to these additional claims prior to the closing of the [added: TKO] Transactions.

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

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, [added: 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), severe weather events or natural disasters including earthquakes, hurricanes, floods, fires, as well as pandemics.]

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

streaming, and other media.

We have important relationships with (i) Paramount, as the exclusive distributor for all UFC Numbered Events and UFC Fight Nights throughout the U.S. and Latin America and as exclusive distributor of UFC Fight Nights in Australia, as well as the exclusive distributor of Zuffa Boxing throughout the U.S. and distributor of certain PBR programming, (ii) ESPN as the exclusive distributor for all WWE PLEs in the U.S., (iii) Netflix as the exclusive global home for *RAW* (and, as rights become available globally, distribution for all WWE content outside the U.S., including premium live events) and other WWE library content, (iv) USA Network as the exclusive distributor for *SmackDown* in the U.S., (v) The CW, which carries *NXT* on its cable network stations, and (vi) Peacock as the exclusive distributor of WWE *Saturday Night’s Main Event* in the U.S. Our agreement with Netflix relating to WWE has an initial 10-year term, with an option for Netflix to extend for an additional 10 years and to opt out after the initial five years.

No assurances can be provided as to the outcome of any negotiations with these partners.

Additionally, the use of artificial intelligence (AI) technologies in content creation, marketing, and distribution is evolving, and our ability to successfully utilize such technologies is uncertain.

Although we are evaluating the use of AI technologies in our operations, we face competition from other companies in our industry in relation to the deployment of such technologies.

If we fail to successfully implement these technologies, or if our competitors more rapidly or effectively adopt these technologies, we may be at a competitive disadvantage which could have a materially adverse impact on our operating results, customer relationships, and growth.

On February 28, 2025, we completed the Endeavor Asset Acquisition.

Our failure to avoid a negative

We have in the past and may in the future be subject to legal proceedings, claims and other disputes (see Note 21, *Commitments and Contingencies*, to our audited consolidated financial statements included elsewhere in this Annual Report).

We also may be required to notify regulators and/or other companies we are contractually obligated to notify about any actual or suspected personal data breach as well as the individuals who are affected by the incident within strict time periods.

We also rely on technology to provide our digital offerings, live

“ULTIMATE FIGHTER,” “ZUFFA BOXING,” “ZBXG,” “WWE,” “RAW,” “SMACKDOWN,” “NXT,” “WRESTLEMANIA,” “WRESTLEPALOOZA”, “IMG”, “ON LOCATION,” “PBR,” and “PROFESSIONAL BULL RIDERS” as well as the UFC and WWE logos, the two dimensional octagon shape, and the names and logos of WWE Superstars, in an attempt to obtain and protect our properties and their public recognition.

reputational harm, adverse media coverage, and other collateral consequences.

*SmackDown* is currently televised on Versant’s USA Network, and starting in 2026, certain UFC events will be simulcast on the CBS broadcast network as part of the Paramount+ agreement.

liens, and affiliate transactions.

We are currently controlled by Silver Lake through its ownership and control of Endeavor.

In March 2025, as part of the Endeavor Take-Private, affiliates of Silver Lake acquired 100% of the outstanding shares of Endeavor Group Holdings, Inc.’s stock that it did not already own.

Our amended and restated certificate of incorporation also includes provisions governing Endeavor’s and its affiliates’ ability to pursue competitive opportunities; see *“—The competitive opportunity provisions in our certificate of incorporation could enable certain directors, principals, officers, employees, members and/or other representatives of Endeavor, Mr. McMahon or their respective affiliates to benefit from competitive opportunities that might otherwise be available to us”* for additional information

Silver Lake owns a controlling equity interest in us, through its ownership of Endeavor.

independent directors to influence our business policies and affairs may be reduced.

Our ability to comply with the annual internal control reporting requirements will depend on the effectiveness of our financial reporting and data systems and controls across our company.

We from time to time make investments to further automate, streamline and centralize our businesses’ use of these systems and expect these systems and controls to require additional investment as we become increasingly more complex and our business grows.

To effectively manage this complexity, we will need to continue to maintain and revise our operational, financial and management controls, and our reporting systems and procedures.

Certain weaknesses or deficiencies or failures to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results and cause us to fail to meet our financial reporting obligations, or result in material misstatements in our financial statements, which could adversely affect our business and reduce our stock price.

The services to be provided pursuant to the Transition Services Agreement to TKO and its subsidiaries are on a temporary basis and are intended to support the transition of the Acquired Businesses from Endeavor to TKO OpCo.

The Transition Services Agreement will remain in effect until terminated by the parties pursuant to the terms thereof.

The services that are designated to be provided on a transitional basis are to be provided for the period of time specified in the Transition Services Agreement, subject to extension by mutual agreement.

As of December 31, 2025, 4.6 million shares of Class A common stock have been repurchased under the program, for an aggregate purchase price of $866.8 million.

Agreement, subject to certain exceptions.

For example, on July 4, 2025, H.R. 1, the “One Big Beautiful Bill Act” (the “OBBBA”), was signed into law in the United States, which includes revisions to key business tax provisions such as the expansion of rules related to deductibility of executive compensation, the reinstatement of bonus depreciation deductions for qualified property, the restoration of EBITDA-based business interest expense limitation and the implementation of changes relating to the computation of certain taxes in respect of non-US activities.

In June 2025, the G7 and the U.S. Department of the Treasury issued a statement that outlined a shared understanding to exclude U.S. parented groups from certain aspects of the Pillar Two minimum global tax principles (the “G7 Statement”).

We will continue to monitor developments related to the G7 Statement, which has not yet been incorporated into the OECD framework.

Alternatively, certain anti-ESG advocates have brought legal challenges regarding corporate climate initiatives and commitments.

We have depended on, and will continue to depend on, third parties for many aspects of the operations and distribution of WWE Network.

We have an important relationship with ESPN as they are the exclusive domestic distributor of all UFC events.

Beginning January 2025, Netflix became the exclusive global home to *Raw*.

Additionally, since January 2025 and as rights become available globally, distribution for all WWE content outside the U.S., including premium live events, is on Netflix.

Our agreement has an initial 10-year term, with an option for Netflix to extend for an additional 10 years and to opt out after the initial five years.

We also have substantial relationships with NBCU, which carries *SmackDown* on USA Network, and The CW, which carries *NXT* on its cable network.

WWE Network is distributed exclusively via Peacock in the domestic market.

We anticipate that we will be involved in negotiations to renew or replace our domestic television distribution rights agreements for UFC content and WWE Network with our current licensee or others before their expiration in December 2025 and March 2026, respectively.

These domestic licenses together account for a very significant portion of our media segment revenues and profitability.

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.

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 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.

For example, Zuffa was named as a defendant in 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 athletes, Le et al.

v.

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

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

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

Nev.) (the “Johnson” case).

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

The defendants in that case are Zuffa, Endeavor and TKO OpCo.

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

During the year ended December 31, 2024, Mr. McMahon reimbursed the Company $6.4 million associated with these costs.

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), severe weather events or natural disasters including earthquakes, hurricanes, floods, fires, as well as pandemics.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information set forth in our audited consolidated financial statements and related notes included elsewhere in this Annual Report.

On February 28, 2025, TKO OpCo, a Delaware limited liability company, and TKO, a Delaware corporation (together with TKO OpCo, the “TKO Parties”), completed the Endeavor Asset Acquisition, acquiring the IMG business, including certain businesses operating under the IMG brand, On Location, and Professional Bull Riders (“PBR”) (collectively, the "Acquired Businesses"), pursuant to a transaction agreement, dated as of October 23, 2024 (as amended, the “Endeavor Asset Acquisition Agreement”), by and among the TKO Parties, Endeavor OpCo, IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide” and, together with Endeavor OpCo, the “EGH Parties”), and Trans World International, LLC, a Delaware limited liability company and subsidiary of EGH (“TWI”).

The historical financial data discussed below reflects our historical results of operations and financial position inclusive of the historical results of operations and financial position of the Acquired Businesses which were acquired in a common control acquisition on February 28, 2025; refer to our Form 8-Ks filed on February 28, 2025 and May 8, 2025 for further details.

The historical financial data included in the discussion below reflects our historical results of operations and financial position and relates to periods prior to the closing of the TKO Transactions.

This discussion contains forward-looking statements based upon management’s current plans, expectations and beliefs that involve risks and uncertainties.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various known and unknown factors, including those set forth under Part I, Item 1A.

“Risk Factors” and in other sections of this Annual Report.

The following is a discussion and analysis of, and a comparison between, our results of operations for the years ended December 31, 2025 and 2024.

A discussion and analysis of, and a comparison between, our results of operations for the years ended December 31, 2024 and 2023 is set forth in Exhibit 99.1, titled, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” filed with our Current Report on Form 8-K for the year ended December 31, 2024, filed with the SEC on May 8, 2025.

Overview

TKO is a premium sports and entertainment company which operates leading combat sports and sports entertainment companies.

The Company monetizes its brands through four principal activities: (i) Media rights, production and content, (ii) Live events and hospitality, (iii) Partnerships and marketing, and (iv) Consumer products licensing.

TKO was formed through the combination of Zuffa Parent, LLC (n/k/a TKO Operating Company, LLC) which owns and operates the Ultimate Fighting Championship (“UFC”), a preeminent combat sports brand, and World Wrestling Entertainment, Inc. (n/k/a World Wrestling Entertainment, LLC) (“WWE”), a renowned sports entertainment business (the "TKO Transactions").

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

For additional information regarding the terms of the TKO Transactions, see Note 4, *Acquisition of WWE*, to our audited consolidated financial statements included in this Annual Report.

*Endeavor Asset Acquisition*

In connection with the Endeavor Asset Acquisition Agreement, the TKO Parties acquired the Acquired Businesses for total consideration of approximately $3.25 billion plus a $50 million purchase price adjustment (based on the volume-weighted average sales price of TKO Class A common stock for the twenty five trading days ending on October 23, 2024).

The EGH Parties received approximately 26.54 million common units of TKO OpCo and subscribed for an equivalent number of corresponding shares of TKO’s Class B common stock.

With respect to the historical financial data of the Acquired Businesses for the periods prior to the completion of the Endeavor Asset Acquisition, the historical financial data has been derived from the combined financial statements and accounting records of Endeavor Group Holdings, Inc. and were prepared on a standalone basis in accordance with U.S. generally accepted accounting principles ("GAAP") and may not be indicative of what they would have been had the Acquired Businesses been independent standalone companies, nor are they necessarily indicative of the Acquired Businesses’ future financial data.

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With respect to the historical combined balance sheets of the Company, they include Endeavor Group Holdings, Inc.'s consolidated assets and liabilities that are specifically identifiable or otherwise attributable to the Acquired Businesses, including subsidiaries and/or joint ventures relating to the Acquired Businesses in which Endeavor Group Holdings, Inc. had a controlling financial interest.

The assets, liabilities, revenue and expenses of the Acquired Businesses have been reflected in these combined financial statements on a historical cost basis, as included in the consolidated financial statements of Endeavor Group Holdings, Inc., using the historical accounting policies applied by Endeavor Group Holdings, Inc. Cash and cash equivalents held by EGH at the corporate level were not attributable to the Acquired Businesses for any of the periods presented due to Endeavor Group Holdings, Inc’s centralized approach to cash management and the financing of its operations.

Only cash amounts held by entities for which the Acquired Businesses have legal title are reflected in the combined balance sheets.

Transfers of cash, both to and from Endeavor Group Holdings, Inc.’s centralized cash management system, are reflected as a component of net parent investment in the combined balance sheets and as financing activities in the accompanying combined statements of cash flows for the recast periods prior to the TKO formation on September 12, 2023.

Endeavor Group Holdings, Inc.’s debt on a consolidated basis was not attributed to the Acquired Businesses for any of the periods presented because Endeavor Group Holdings, Inc.’s borrowings are not the legal obligation of the Acquired Businesses.

With respect to the historical combined financial statements of the Company, they include all revenues and costs directly attributable to the Acquired Businesses and reflect allocations of certain Endeavor Group Holdings, Inc.'s corporate, infrastructure and shared services expenses, including centralized research, legal, human resources, payroll, finance and accounting, employee benefits, real estate, insurance, information technology, telecommunications, treasury, and other expenses.

Where possible, these charges were allocated based on direct usage, with the remainder allocated on a pro rata basis of headcount and gross profit, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Acquired Businesses during the periods presented.

The allocations may not, however, reflect the expense the Acquired Businesses would have incurred as standalone companies for the periods presented.

These costs also may not be indicative of the expenses that the Acquired Businesses will incur in the future or would have incurred if the Acquired Businesses had obtained these services from a third party.

Accordingly, as discussed above, the historical financial data presented within this discussion and analysis of our financial condition and results of operations includes the consolidated historical financial data of TKO and the Acquired Businesses for all periods presented.

Segments

As of December 31, 2025, we operated our business under three reportable segments, UFC, WWE and IMG.

In addition, we also report results for the “Corporate and Other” group, which incurs revenue and expenses that are not allocated to the business segments.

Refer to Note 19, *Segment Information*, within the audited consolidated financial statements included elsewhere within this Annual Report.

*UFC*

The UFC segment reflects the business operations of UFC.

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; partnerships and marketing; and consumer products licensing agreements of UFC-branded products.

*WWE*

The WWE segment reflects the business operations of WWE.

| For the fiscal year ended December 31, [removed: 2024] [added: 2025] | |

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, [removed: 2024,] [added: 2025,] was [removed: $8,505,980,836.][added: $13,650,540,272.]

As of January [removed: 31, 2025,] [added: 30, 2026,] there were [removed: 81,553,818] [added: 77,966,338] shares of the Registrant’s Class A common stock outstanding and [removed: 89,616,891] [added: 116,158,615] shares of the Registrant’s Class B common stock outstanding.

Certain portions of the registrant's Definitive Proxy Statement for the registrant's [removed: 2025] [added: 2026] 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, [removed: 2024] [added: 2025] are incorporated herein by reference in Part III of this Annual Report on Form 10-K.

| Item 1. | [Business](#business) | [removed: 9] [added: 8] |

| Item 1B. | [Unresolved Staff Comments](#unresolvedstaffcomments) | [removed: 43] [added: 42] |

| Item IC. | [Cybersecurity](#cybersecurity) | [removed: 44] [added: 43] |

| Item 3. | [Legal Proceedings](#legalproceedings) | [removed: 46] [added: 45] |

| Item 4. | [Mine Safety Disclosures](#minesafety) | [removed: 46] [added: 45] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item5) | [removed: 47] [added: 46] |

| Item 6. | [\[Reserved\]](#reserved) | [removed: 48] [added: 47] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#mda) | [removed: 49] [added: 48] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk](#marketrisk) | [removed: 62] [added: 68] |

| Item 8. | [Financial Statements and Supplementary Data](#financialstatemenets) | [removed: 63] [added: 68] |

| Item 9. | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_and_disagreements) | [removed: 63] [added: 68] |

| Item 9A. | [Controls and Procedures](#controlsandprocedures) | [removed: 63] [added: 68] |

| Item 9B. | [Other Information](#otherinformation) | [removed: 65] [added: 72] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item9c) | [removed: 65] [added: 72] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#directors) | [removed: 66] [added: 73] |

| Item 11. | [Executive Compensation](#executivecompensation) | [removed: 66] [added: 73] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item12) | [removed: 66] [added: 73] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item13) | [removed: 66] [added: 73] |

| Item 14. | [Principal Accounting Fees and Services](#item14) | [removed: 66] [added: 73] |

| Item 15. | [Exhibits and Financial Statement Schedules](#exhibits) | [removed: 67] [added: 74] |

| Item 16. | [Form 10-K Summary](#summary) | [removed: 71] [added: 78] |

| | [Signatures](#signatures) | [removed: 72] [added: 79] |

All statements other than statements of present and historical fact contained in this Annual Report, including without limitation, statements [removed: regarding the anticipated benefits of and costs associated with the Transactions (as defined below);] [added: regarding;] our expectations surrounding the [added: TKO] Transactions and our ability to grow our business and bolster our financial position; our expectations regarding strategic [removed: transactions, including the Endeavor Asset Acquisition;] [added: transactions;] our expectation regarding actions under our capital return program, including the amount and frequency of share repurchases and dividends; our [removed: expectations about the issuance of Class B common stock; our] expected contractual obligations and capital expenditures; our [added: status as a controlled company; 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.

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

[added: “Endeavor Group Holdings, Inc.,”] “Endeavor” [added: or “EGH”] refers to Endeavor Group Holdings, Inc., a Delaware corporation.

“Endeavor Asset Acquisition” refers to our [removed: agreement with] [added: acquisition, from affiliates of] Endeavor [removed: OpCo and IMG Worldwide, LLC (collectively, the "EDR Parties") to acquire the Professional Bull Riders (“PBR”), On Location and IMG businesses (including] [added: Group Holdings, Inc., of] the IMG [removed: Media business and] [added: business, including] certain [removed: other] businesses operating under the IMG [removed: brand).][added: brand, On Location and Professional Bull Riders (“PBR”).]

“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 [removed: Endeavor,] [added: Endeavor Group Holdings, Inc.,] pursuant to which affiliates of Silver Lake agreed to acquire 100% of the outstanding shares of [removed: Endeavor’s] [added: Endeavor Group Holdings, Inc.’s] stock that Silver Lake [removed: does] [added: did] not already own (subject to certain exceptions).

“fully-diluted basis” means on a basis calculated assuming the full cash exercise (and not net settlement but, for the avoidance of doubt, including the conversion of the Convertible Notes (to the extent not converted prior to closing of the [removed: Transaction))] [added: TKO Transactions))] of all outstanding options, warrants, restricted stock units, performance stock units, dividend equivalent rights and other rights and obligations (including any promised equity awards and assuming the full issuance of the shares underlying such awards) to acquire voting interests of TKO Group Holdings (without regard to any vesting provisions and, with respect to any promised awards whose issuance is conditioned in full or in part based on achievement of performance goals or metrics, assuming achievement at target performance) and the full conversion, exercise, exchange, settlement of all issued and outstanding securities convertible into or exercisable, exchangeable or settleable for voting interests of TKO Group Holdings, not including any voting interests of TKO Group Holdings reserved for issuance pursuant to future awards under any option, equity bonus, share purchase or other equity incentive plan or arrangement of TKO Group Holdings (other than promised awards described above), and any other interests or shares, as applicable, that may be issued or exercised.

[removed: “Transactions” refer, collectively, to the] [added: The] transactions [removed: pursuant to] [added: were in accordance with] the Transaction Agreement (defined below) [removed: pursuant to which:] (i) WWE undertook certain internal restructuring steps; (ii) Whale Merger Sub Inc. [removed: (“Merger Sub”)] merged with and into WWE (the “Merger”), with WWE surviving the Merger (the “Surviving Entity”) and becoming a direct wholly owned subsidiary of the Company; (iii) immediately following the Merger, the Company caused the Surviving Entity to be converted into a Delaware limited liability company (“WWE LLC”) and the Company became the sole managing member of WWE LLC (the “Conversion”); and (iv) following the Conversion, TKO Group Holdings, Inc. (x) contributed all of the equity interests of WWE LLC to TKO OpCo in exchange for 49% of the membership interests in TKO OpCo on a fully diluted basis, and (y) issued to Endeavor OpCo and certain of Endeavor’s other subsidiaries a number of shares of our Class B common stock representing, in the aggregate, approximately 51% of the total voting interests of the Company’s stock on a fully-diluted basis, in exchange for a payment equal to the par value of such Class B common stock.

“Transaction Agreement” refers to the transaction agreement, dated as of April 2, 2023, by and among [removed: Endeavor,] Endeavor [added: Group Holdings, Inc., Endeavor] OpCo, TKO OpCo, WWE, [removed: the Company,] [added: TKO Group Holdings,] and [added: Whale] Merger [removed: Sub.][added: Sub Inc.]

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

we depend on the continued services of executive management and other key [removed: employees, and of our parent company, Endeavor.][added: employees.]

The loss or diminished performance of these [removed: individuals, or any diminished performance by Endeavor,] [added: individuals] could adversely affect our business;

The interests of Endeavor [removed: or, subject to the Endeavor Take-Private,] [added: or] Silver [removed: Lake,] [added: Lake] may differ from the interests of other stockholders of TKO Group Holdings;

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

[removed: TKO is comprised of] [added: TKO's businesses include] UFC, the [removed: world's] [added: world’s] premier mixed martial arts [removed: ("MMA") organization, and] [added: (“MMA”) organization;] WWE, [removed: a renowned] [added: the global leader in] sports [removed: entertainment business.][added: entertainment; Professional Bull Riders (“PBR”), the world’s premier bull riding organization; and its joint venture Zuffa Boxing, a professional boxing promotion.]

“Acquired Businesses” refers to the businesses we acquired in the Endeavor Asset Acquisition.

“EGH Parties” refers to Endeavor OpCo and IMG Worldwide, LLC.

The Endeavor Asset Acquisition was accounted for as a common control acquisition and was consummated on February 28, 2025.

The Endeavor Take-Private was completed on March 24, 2025.

“Services Agreement” means the services agreement dated as of September 12, 2023, by and between Endeavor Group Holdings, Inc. and TKO OpCo.

On the closing date of the Endeavor Asset Acquisition, the Services Agreement was terminated, and the Transition Services Agreement was entered into with Endeavor OpCo and the other parties thereto.

“Silver Lake” refers to (a) any funds, partnerships, co-investment entities, managed accounts and other investment vehicles affiliated with, or managed, advised, sponsored or controlled by, Silver Lake Group, L.L.C. or one or more of its Affiliates and (b) any Person controlled by or under common control with one or more of the foregoing.

“TKO Transactions” refer, collectively, to the combination of the businesses of UFC and WWE under TKO Group Holdings, Inc. consummated in September 2023.

“Transition Services Agreement” refers to the transition services agreement, dated as of February 28, 2025, by and between Endeavor OpCo, IMG Worldwide, LLC, Trans World International, LLC (“TWI”), TKO OpCo and TKO Group Holdings.

we are currently controlled by Silver Lake through its ownership and control of Endeavor.

TKO is a premium sports and entertainment company.

Together, these properties reach more than 1 billion households across 210 countries and territories and organize more than 500 live events year-round, attracting more than three million fans.

TKO also services and partners with major sports rights holders through IMG, an industry-leading global sports marketing agency; and On Location, a global leader in premium experiential hospitality.

TKO was initially established through the combination of UFC and WWE in September 2023.

We significantly expanded our portfolio on February 28, 2025, when we completed the Endeavor Asset Acquisition, pursuant to which we acquired the IMG business, including certain businesses operating under the IMG brand, On Location, and PBR (collectively, the “Acquired Businesses”) from EGH and its subsidiaries.

The transaction was valued at approximately $3.25 billion plus a $50 million purchase price adjustment (based on the volume-weighted average sales price of TKO’s Class A common stock for the twenty-five trading days ending on October 23, 2024), and was satisfied through the issuance of 26.54 million common units of TKO OpCo and an equivalent number of corresponding shares of TKO Class B common stock to the EGH Parties.

This acquisition expanded TKO's operational capabilities across the sports landscape.

We combine premier intellectual property ownership (UFC, WWE, PBR) with extensive capabilities in media rights distribution (IMG) and premium hospitality experiences (On Location), allowing us to maximize value across our assets and provide premier services to global rights holders and strategic partners.

We believe TKO’s businesses are well-positioned among sports, media and entertainment peers given our comprehensive portfolio of premium intellectual property, global media distribution capabilities, and experiential offerings.

The addition of IMG, a global leader in sports, events, and media, and On Location, a premium experiential hospitality provider for marquee global events, significantly expands our engagement with our global fanbase.

Finally, PBR provides us with additional live event programming and media content.

In total, our combined portfolio allows us to engage fans across the entire sports ecosystem, from media consumption to premium live event experiences.

UFC, the world’s premier professional MMA organization, produces more than 40 live events annually which are broadcast in over 170 countries and territories to over 950 million TV households.

UFC is among the most popular sports organizations in the world, reaching a global audience through an increasing array of global broadcast license agreements and our owned FIGHT PASS streaming platform.

The value of our content is demonstrated by our licensing arrangements with Paramount+ and other international broadcasters, and our increasing consumer engagement is evidenced by the overall follower growth and engagement across our social channels.

WWE, the global leader in sports entertainment, produces and distributes unique and creative content through various channels, including content rights agreements with distribution partners including Netflix, ESPN, Versant, and the CW for its weekly programs, *Raw, SmackDown and NXT*, and Premium Live Events, monetization across social media outlets, live events, and licensing of various WWE themed consumer products.

Velocity Tour; the PBR Touring Pro Division; and international circuits in Australia, Brazil, and Canada.

Fans can also stream Unleash the Beast on Paramount+ and access the Teams League via FOX Nation, further extending PBR's reach into the digital space.

Through the acquisition of IMG as part of the Endeavor Asset Acquisition on February 28, 2025, we also generate revenue by acting as a global distributor of sports programming, negotiating and selling media rights on behalf of rights holders, and providing content production and distribution services across a broad range of sports and live events.

In August 2025, UFC announced a new seven-year partnership with Paramount, a Skydance Corporation ("Paramount"), to become the exclusive home of all UFC events in the U.S. Starting in 2026, Paramount will exclusively distribute UFC’s full slate of 13 marquee numbered events and 30 Fight Nights via its direct-to-consumer streaming platform, Paramount+, with select numbered events to be simulcast on CBS, Paramount’s leading broadcast network.

In October 2025, UFC expanded its partnership with Paramount, securing UFC media rights for Paramount+ across Latin America and Australia starting in 2026.

In the U.S. market, *SmackDown* is distributed through a five-year agreement with Versant that ends in 2029.

In August 2025, WWE entered into a partnership with ESPN, making ESPN platforms, including its new streaming service, the exclusive U.S. home for all WWE PLEs and positioning ESPN as the primary destination for WWE's biggest shows, with *Wrestlepalooza* kicking off the partnership on September 20, 2025.

This five-year agreement brings major PLEs (*WrestleMania*, *Royal Rumble*, *SummerSlam*, *Survivor Series*) to ESPN's direct-to-consumer service, with select simulcasting on linear channels and rights to pre/post-show content.

While our major live events are now primarily delivered through established partners like Paramount+ in the U.S., UFC FIGHT PASS continues to provide fans globally with access to live early preliminary bouts and an expansive video-on-demand library of historical and original content.

This platform allows UFC to maintain a direct customer relationship in markets where it is economically favorable compared to third-party licensing, and serves as a specialized destination for our most dedicated audience to access our full historical archive.

In September 2025, WWE PLEs moved from Peacock to ESPN as a result of the new multi-year partnership with ESPN.

Most recently, in January 2026, Netflix became the new U.S. home for WWE’s archival library of PLEs, as well as award-winning documentaries and original programming.

We deliver compelling, year-round live events and premium hospitality experiences around the world.

Our live event portfolio includes UFC, WWE, and PBR, which collectively showcases a talented roster of UFC athletes, WWE Superstars, and professional bull riders.

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 are currently controlled by Endeavor.

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

TKO Group Holdings is a premium sports and sports entertainment company that operates leading combat sport and sports entertainment companies.

TKO owns and manages valuable sports and entertainment intellectual property, positioning the business in what we believe is one of the most attractive parts of the fast-growing global sports and entertainment ecosystem.

We believe TKO’s companies are well-positioned among sports, media and entertainment peers given their large, diverse and global fanbases and the year-round nature of their content.

UFC is among the most popular sports organizations in the world.

In total, UFC and WWE produce approximately 300 live events that attract more than two million attendees on an annual basis and serve as the foundation of our global content distribution strategy.

We utilize a multitude of social media platforms to promote our properties, market and distribute our content, engage our fans, and generate advertising revenue.

Our social media accounts and websites consistently attract a high volume of views and engagements on various platforms.

Across our portfolio of owned brand accounts, we boast approximately 300 million social media followers at UFC and approximately 380 million social media followers at WWE as of December 31, 2024.

With over 100 million subscribers, WWE is the 13th most viewed channel across all categories on YouTube.

Our multichannel distribution model enables TKO to capitalize on increased

Dana White serves as CEO and President of UFC and Nick Khan serves as President of WWE.

Each brings deep institutional and operational knowledge to our business.

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.

UFC’s live events appear on Disney’s ABC broadcast channel, ESPN, ESPN2, and ESPN+.

We have also signed new international license agreements at UFC that have bolstered growth in audience reach and revenues.

In addition to the rights we sell to distributors, we offer a direct-to-consumer streaming product, UFC FIGHT PASS, that addresses consumer demand for premium, live and on-demand events.

This direct-to-consumer streaming product provides fans globally with access to live and video-on-demand events, as well as vast libraries of original content.

UFC FIGHT PASS provides UFC fans an expansive library of content directly to audiences in regions where it has an existing rights deal.

UFC FIGHT PASS also allows UFC to distribute its content directly to audiences in markets where a direct customer relationship is economically favorable when compared to a third-party broadcast, digital or pay-per-view licensing deal.

One such

example is Brazil, where UFC elected to take its content to fans directly via a fully localized version of UFC FIGHT PASS, recognizing that 96% of the Brazil fan base consumes UFC content through digital service offerings.

We deliver compelling, year-round events around the world that showcase a talented roster of UFC athletes and WWE Superstars.

In 2024, UFC set 10 new, all-time-highest-grossing event records at several arenas in key markets, including Scotiabank Arena in Toronto, Canada (UFC 297); Honda Center in Anaheim, Calif.

(UFC 298); Kaseya Center in Miami, Fla.

(UFC 299); Co-op Live in Manchester, England (UFC 304); RAC Arena in Perth, Australia (UFC 305); and Sphere in Las Vegas (UFC 306).

In the same year, WrestleMania XL became the most successful and highest-grossing event in history, with over 145,000 attendees over the course of the two-day event, while our Money in the Bank event became the highest-grossing WWE arena event in Canada.

*Sponsorship*

With complete ownership and control over our properties' production, we believe our programming and format provide compelling sports and entertainment opportunities for advertisers.

We are able to create unique brand integration opportunities for partners across existing programming.

We continue to expand the categories and volume of our partnerships with major brands, such as Anheuser-Busch, IBM, Procter & Gamble, Monster Energy, Cuervo, DraftKings, Toyo Tires and Slim Jim.

premium content to linear and streaming channels, as well as the broader trend of premium live sports and entertainment content rights generally increasing in value across renewal cycles.

For example, *WrestleMania* in April 2024 generated $200 million in economic impact for the Philadelphia region, UFC 307 in Salt Lake City generated nearly $27 million in economic impact in October 2024 and TKO's takeover of Anaheim, California with UFC 298 and *Raw* combined to generate over $30 million in February 2024.

Through our partnership with Endeavor’s On Location business, which curates premium live event experiences, we plan to bring sports and lifestyle events even closer to consumers.

Events such as UFC X, which include open workouts, interactive attendee experiences, meet and greets, concerts and parties, and athlete panels, are opportunities to drive growth in site fees as the sport continues to gain in popularity and attract a young and diverse fan base in large cities and countries throughout the world.

*Sponsorships*

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

We have a cross-functional team composed of [added: TKO's] senior IT, cybersecurity and compliance leadership [removed: 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 team includes IT, [added: legal,] cybersecurity, compliance, and risk management team [removed: members from both TKO and Endeavor.][added: members.]

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, [removed: Chief Product & Technology Officer,] [added: Deputy General Counsel, Head of Litigation,] Corporate [removed: Secretary and] [added: Secretary,] Head of Investor Relations, [removed: as well as Endeavor’s] Chief [removed: Financial Officer, Chief Accounting Officer, Chief Legal Officer, Chief Compliance Officer, Chief] Information Officer, [removed: SVP,] [added: Head of] Internal Audit, SVP, [removed: Global Privacy] [added: Head of Compliance] & [removed: Cybersecurity, SVP,] [added: Privacy, Global Head of] Cybersecurity, [removed: SVP,] Head of Corporate Security and Chief Communications Officer.

[removed: Our] [added: Key elements of our] cybersecurity risk management program, thus, [removed: includes:][added: include, but are not limited to:]

risk assessments designed to help identify material [removed: cybersecurity] risks [added: from cybersecurity threats] to our critical [removed: systems, information, products, services,] [added: systems] and [removed: our broader enterprise IT environment;][added: information;]

the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security [removed: controls;][added: processes;]

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

a third-party risk management process for [added: key] service [removed: providers, suppliers, and vendors] [added: providers] which connect to our IT systems or process data on our [removed: behalf.][added: behalf based on our assessment of their criticality to our operations and respective risk profiles.]

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

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 [removed: and other information technology risks.][added: risks, including oversight of management’s implementation of our cybersecurity risk management program.]

In addition, management updates the Audit Committee, [removed: as necessary,] [added: where it deems appropriate,] regarding [removed: potentially significant] cybersecurity incidents [added: it considers to be significant or potentially significant,] consistent with written escalation [removed: protocols, as well as incidents with lesser impact potential.][added: protocols.]

Our management team, including TKO’s Chief Information Officer and SVP, [removed: Global Privacy] [added: Head of Compliance] & [removed: Cybersecurity,] [added: Privacy,] is responsible for assessing and managing our material risks from cybersecurity threats.

The Chief Information Officer has designated leaders, including the SVP, [removed: Global Privacy] [added: Head of Compliance] & [removed: Cybersecurity,] [added: Privacy,] to be responsible for overall management of the information security management program, including developing and operating within [removed: the] defined global information security controls [added: designed] to protect our IT systems, selecting and supervising retained cybersecurity consultants, and working with Legal, Compliance, and Human Resources personnel to develop and launch appropriate information security training of our workforce.

In [removed: 2024,] [added: 2025,] TKO’s SVP, [removed: Global Privacy] [added: Head of Compliance] & [removed: Cybersecurity, leads] [added: Privacy, led] a team of [removed: three] [added: two] dedicated privacy professionals in the [added: TKO] Legal department.

Our management team [removed: supervises] [added: takes steps to stay informed about and monitor] efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment.

We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

TKO’s Head of Compliance & Privacy has previously served as the general counsel of a publicly traded company, led corporate privacy functions for several publicly traded companies, and been a Certified Information Privacy Professional (US) since 2015.

TKO’s Chief Information Officer has decades of experience leading digital transformation and cybersecurity programs and initiatives across a variety of industries.

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

The following table sets forth the location, use and ownership or leasehold interest in various significant facilities as of December 31, [removed: 2024.][added: 2025.]

The leases referenced below expire at various times through [removed: 2035,] [added: 2050,] subject to renewal and early termination options.

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

| 5 Longwalk Road, Hayes, Uxbridge, London, England | | IMG studios | | IMG | | Leased |

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As of January [removed: 31, 2025,] [added: 30, 2026,] there were [removed: 6,055] [added: 5,984] holders of record of our outstanding Class A common stock and [removed: two] [added: four] holders of our outstanding Class B common stock.

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

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: 2024:][added: 2025:]

| Period | | Total Number of Shares Purchased (1) | | | | Average Price Paid Per [removed: Share] [added: Share (2)] | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs] [added: Programs (1)] | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in [removed: Thousands)] [added: Thousands) (1) (3)] | | |

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: 2024,] [added: 2025,] 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: ][added: ]

This amount was increased to $150 million as of September 2025.

No dividends are declared or paid on the Company’s Class B common stock, which does not have economic rights.

| October 1, 2025 to October 31, 2025 | | | — | | | | — | | | | — | | | $ | 1,173,851 | |

| November 1, 2025 to November 30, 2025 | | | 1,155,605 | | | $ | 189.27 | | | | 1,155,605 | | | $ | 1,155,155 | |

| December 1, 2025 to December 31, 2025 | | | 109,160 | | | $ | 201.55 | | | | 109,160 | | | $ | 1,133,154 | |

| Total | | | 1,264,765 | | | | | | | | 1,264,765 | | | | | |

(1)

Includes shares of our Class A common stock (i) delivered as final settlement of the ASR Agreement and (ii) repurchased under the 10b5-1 Plan (as defined below), in each case in connection with our previously announced $2 billion share repurchase program.

(2)

Average price paid per share excludes any broker commissions and other costs of execution, including excise taxes.

On completion of the ASR Agreement on November 18, 2025, the Company received a final delivery of 1,053,960 shares of Class A common stock, in addition to the initial delivery of 3,161,430 shares on September 16, 2025.

The final number of shares delivered upon settlement of the $800.0 million ASR Agreement was determined based on the volume-weighted average price of $189.78 per share of the Company’s Class A common stock during the term of the agreement, less a discount, and subject to customary adjustments pursuant to the terms and conditions of the ASR Agreement.

On November 18, 2025, we began conducting repurchases under a Rule 10b5-1 trading plan, which provides for the repurchase of up to $174 million of our outstanding Class A common stock (the "10b5-1 Plan").

The 10b5-1 Plan will remain in effect until the earliest of (i) February 26, 2026, (ii) the date all shares have been repurchased, or (iii) its termination pursuant to its terms.

(3)

On October 24, 2024, we announced that our Board had authorized a share repurchase program of up to $2 billion of our Class A common stock.

We will determine at our discretion the timing and the amount of any repurchases based on its evaluation of market conditions, share price, and other factors.

Repurchases under the share repurchase program may be made in the open market, in privately negotiated transactions or otherwise, and we are not obligated to acquire any particular amount under the share repurchase program.

The share repurchase program has no expiration, and may be modified, suspended, or discontinued at any time.

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.

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

| 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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Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information set forth in our audited consolidated financial statements and related notes included elsewhere in this Annual Report.

The historical financial data discussed below reflects our historical results of operations and financial position and relates to periods prior to the Transactions (as defined below).

As a result, the following discussion does not reflect the significant impact that such events will have on us.

This discussion contains forward-looking statements based upon management’s current plans, expectations and beliefs that involve risks and uncertainties.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various known and unknown factors, including those set forth under Part I, Item 1A.

“Risk Factors” and in other sections of this Annual Report.

The following is a discussion and analysis of, and a comparison between, our results of operations for the years ended December 31, 2024 and 2023.

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.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024.

Overview

TKO is a premium sports and entertainment company which operates leading combat sports and sports entertainment companies.

The Company monetizes its media and content properties through four principal activities: Media rights and content, Live events, Sponsorship and Consumer products licensing.

TKO was formed through the combination of Zuffa Parent, LLC (n/k/a TKO Operating Company, LLC) which owns and operates the Ultimate Fighting Championship (“UFC”), a preeminent combat sports brand and a subsidiary of Endeavor Group Holdings, Inc. (“Endeavor”), a global sports and entertainment company, and World Wrestling Entertainment, Inc. (n/k/a/ World Wrestling Entertainment, LLC) (“WWE”), a renowned sports entertainment business.

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

For additional information regarding the terms of the Transactions, see Note 4, *Acquisition of WWE*, to our audited consolidated financial statements included in this Annual Report.

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.”

Segments

As of December 31, 2024, we operated our business under two reportable segments, UFC and WWE.

In addition, we also report results for the “Corporate” group, which incurs expenses that are not allocated to the business segments.

*UFC*

The UFC segment reflects the business operations of UFC.

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; sponsorship; and consumer products licensing agreements of UFC-branded products.

*WWE*

The WWE segment reflects the business operations of WWE.

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; sponsorship; and consumer products licensing agreements of WWE-branded products.

*Corporate*

Corporate reflects operations not allocated to the UFC or WWE segments and primarily consists of general and administrative expenses.

These expenses relate largely to corporate activities, including information technology, facilities, legal, human resources, finance, accounting, treasury, investor relations, corporate communications, community relations and compensation to TKO’s management and board of directors, which support both reportable segments.

Corporate expenses also include service fees paid by the Company to Endeavor under the Services Agreement, inclusive of fees paid for revenue producing services related to the segments.

Components of Our Operating Results

*Revenue*

TKO primarily generates revenue via domestic and international media rights fees, ticket sales and site fees at our live events, sponsorships, and consumer products licensing.

*Direct Operating Costs*

[removed: 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, [removed: 2024.][added: 2025.]

Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on that assessment, management concluded that as of December 31, [removed: 2024,] [added: 2025,] 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, [removed: 2024] [added: 2025] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is below.

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, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our 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, [removed: 2024,] [added: 2025,] 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, [removed: 2024,] [added: 2025,] 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 [removed: sheet] [added: sheets] of the Company as of December 31, [added: 2025 and] 2024, the related consolidated statements of operations, comprehensive income (loss), [removed: stockholders’ / members’] [added: stockholders’/members’] equity, and cash flows for [added: each of] the [removed: year then ended,] [added: years in the two-year period ended December 31, 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 26, 2025] [added: 25, 2026] expressed an unqualified opinion on those consolidated financial statements.

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 [removed: Financing] [added: Financial] Reporting.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisitions occurred.

Our management’s evaluation of internal control over financial reporting excluded the internal control activities of the Acquired Businesses.

The financial results of this acquisition are included in the consolidated financial statements as of and for the year ended December 31, 2025 and represent approximately 32% and 12% of total revenue and total assets, excluding goodwill and indefinite-lived intangible assets, respectively.

The Company is in the process of integrating the Acquired Businesses and as a result of these integration activities, certain controls will be evaluated and may be changed.

The Company acquired certain businesses from Endeavor Group Holdings, Inc. (Acquired Businesses) during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, the Acquired Businesses internal control over financial reporting associated with approximately 32% and 12% of total revenue and total assets, excluding goodwill and indefinite-lived intangible assets, respectively, as of and for the year ended December 31, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of the Acquired Businesses.

[Table of Contents](#toc_page)

February 25, 2026

[Table of Contents](#toc_page)

February 26, 2025

[removed: During] [added: Other than] the [added: below, during the] three months ended December 31, [removed: 2024,] [added: 2025,] no director or "officer" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified or terminated a "Rule 10b5-1 trading arrangement" and/or "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408 of Regulation S-K).

On December 15, 2025, Mr. Emanuel, our Executive Chair, Chief Executive Officer, and member of the Board of Directors, entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, 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 (the “Sell-to-Cover 10b5-1 Instruction”).

The 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 Mr. Emanuel, unless the Sell-to-Cover 10b5-1 Instruction is earlier terminated.

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

During the three months ended December 31, 2025, no shares of Class A common stock were sold pursuant to the Sell-to-Cover 10b5-1 Instruction.

The [removed: other] information required by this Item will be set forth in [removed: our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (the "2025] [added: the 2026] Proxy [removed: Statement"),] [added: Statement,] expected to be filed with the SEC no later than 120 days after our fiscal year ended December 31, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.

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

| | | | | |

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

| Name | | Age | | Title |

| Ariel Emanuel | | 63 | | Director, Executive Chair and Chief Executive Officer |

| Mark Shapiro | | 55 | | Director, President and Chief Operating Officer |

| Steven R. Koonin | | 67 | | Lead Independent Director |

| Peter C.B. Bynoe | | 73 | | Director |

| Egon P. Durban | | 51 | | Director |

| Dwayne Johnson | | 52 | | Director |

| Bradley A. Keywell | | 55 | | Director |

| Nick Khan | | 50 | | Director |

| Jonathan A. Kraft | | 60 | | Director |

| Sonya E. Medina | | 49 | | Director |

| Nancy R. Tellem | | 72 | | Director |

| Carrie Wheeler | | 53 | | Director |

| Andrew Schleimer | | 47 | | Chief Financial Officer |

| Seth Krauss | | 54 | | Chief Legal and Administrative Officer |

The information required by this Item will be set forth in the [removed: 2025] [added: 2026] Proxy Statement, expected to be filed with the SEC no later than 120 days after our fiscal year ended December 31, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.

The information required by this Item will be set forth in the [removed: 2025] [added: 2026] Proxy Statement, expected to be filed with the SEC no later than 120 days after our fiscal year ended December 31, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.

The information required by this Item will be set forth in the [removed: 2025] [added: 2026] Proxy Statement, expected to be filed with the SEC no later than 120 days after our fiscal year ended December 31, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.

The information required by this Item will be set forth in the [removed: 2025] [added: 2026] Proxy Statement, expected to be filed with the SEC no later than 120 days after our fiscal year ended December 31, [removed: 2024,] [added: 2025,] and is incorporated herein by reference.

The following documents are filed as part of this Annual [removed: Report on Form 10-K:][added: Report:]

| [removed: 4.5] [added: 4.2] | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex4_5.htm) | 10-K | 001-41797 | 4.5 | 02/27/2024 | |

| 10.1 | [removed: [Amended] [added: [Fourth Amended] and Restated Operating Agreement of TKO Operating Company, [removed: LLC.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex101.htm)] [added: LLC (conformed copy incorporating Amendment No. 1, Amendment No. 2, and Amendment No.3)](https://www.sec.gov/Archives/edgar/data/1973266/000119312526071651/tko-ex10_1.htm)] | [removed: 8-K] | [removed: 001-41797] | [removed: 10.1] | [removed: 09/12/2023] | [added: *] |

| [removed: 10.2] [added: 10.33#] | [removed: [Governance] [added: [First Amendment to Transaction] Agreement, dated [removed: as of September 12, 2023,] [added: February 27, 2025,] by and among Endeavor [removed: Group Holdings, Inc., Endeavor] Operating Company, LLC, [removed: January Capital Sub, LLC, January Capital HoldCo, LLC,] TKO Operating Company, LLC, [removed: TKO Group Holdings, Inc., and Vince McMahon.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex102.htm)] [added: TKO](https://www.sec.gov/Archives/edgar/data/1973266/000119312525040879/d879819dex102.htm)] | 8-K | 001-41797 | 10.2 | [removed: 09/12/2023] [added: 02/28/2025] | |

| [removed: 10.3] [added: 10.31^] | [removed: [Amendment No. 1,] [added: [Award Agreement,] dated as of January [removed: 23,] [added: 22,] 2024, [removed: to the Governance Agreement, dated as of September 12, 2023,] by and [removed: among Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC, January Capital Sub, LLC, January Capital HoldCo, LLC, TKO Operating Company, LLC,] [added: between] TKO Group Holdings, [removed: Inc.,] [added: Inc.] and [removed: Vincent K. McMahon.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex10_3.htm)] [added: Dwayne Johnson.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex10_31.htm)] | 10-K | 001-41797 | [removed: 10.3] [added: 10.31] | 02/27/2024 | |

| [removed: 10.4#] [added: 10.3+] | [removed: [Services] [added: [Term Employment] Agreement, dated as of September 12, 2023, by and [removed: among Endeavor] [added: between TKO] Group Holdings, Inc. and [removed: TKO Operating Company, LLC.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex103.htm)] [added: Ariel Emanuel.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1016.htm)] | 8-K | 001-41797 | [removed: 10.3] [added: 10.16] | 09/12/2023 | |

| [removed: 10.5+] [added: 10.2+] | [Form of Indemnification 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 [removed: September 12,] [added: November 5,] 2023, by and between TKO Group Holdings, Inc. and [removed: Ariel Emanuel.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1016.htm)] [added: Andrew Schleimer.](https://www.sec.gov/Archives/edgar/data/1973266/000197326623000009/tko-20230930xex10_8.htm)] | [removed: 8-K] [added: 10-Q] | 001-41797 | [removed: 10.16] [added: 10.8] | [removed: 09/12/2023] [added: 11/07/2023] | |

| [removed: 10.7+] [added: 10.4+] | [Term Employment Agreement, dated as of January 21, 2024, by and between TKO Group Holdings, Inc. and Mark Shapiro.](https://www.sec.gov/Archives/edgar/data/1973266/000119312524013037/d726120dex101.htm) | 8-K | 001-41797 | 10.1 | 01/23/2024 | |

| [removed: 10.8+] [added: 10.5+] | [Term Employment Agreement, dated as of January 12, 2024, by and between TKO Group Holdings, Inc. and Seth Krauss.](https://www.sec.gov/Archives/edgar/data/1973266/000119312524007554/d561818dex101.htm) | 8-K | 001-41797 | 10.1 | 01/12/2024 | |

| [removed: 10.9+] [added: 10.7+] | [removed: [Term] [added: [Amendment No. 1, dated as of August 1, 2025, to Term] Employment [removed: Agreement,] [added: Agreement] dated as of November 5, 2023, by and between TKO Group Holdings, Inc. and Andrew [removed: Schleimer.](https://www.sec.gov/Archives/edgar/data/1973266/000197326623000009/tko-20230930xex10_8.htm)] [added: Schleimer](https://www.sec.gov/Archives/edgar/data/1973266/000095017025104095/tko-ex10_1.htm)] | 10-Q | 001-41797 | [removed: 10.8] [added: 10.1] | [removed: 11/07/2023] [added: 08/06/2025] | |

| [removed: 10.11+] [added: 10.8+] | [TKO Group Holdings, Inc. 2023 Incentive Award Plan.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233444/d476174dex43.htm) | S-8 | 333-274480 | 4.3 | 09/12/2023 | |

| [removed: 10.12+] [added: 10.9+] | [Form of Stock Option Grant Notice and Stock Option Award Agreement under the TKO Group Holdings, Inc. 2023 Incentive Award Plan.](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1020.htm) | 8-K | 001-41797 | 10.20 | 09/12/2023 | |

| [removed: 10.13+] [added: 10.10+] | [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 Cover).](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1021.htm) | 8-K | 001-41797 | 10.21 | 09/12/2023 | |

| [removed: 10.14+] [added: 10.11+] | [Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the TKO Group Holdings, Inc. 2023 Incentive Award Plan (Net Settlement).](https://www.sec.gov/Archives/edgar/data/1973266/000119312523233543/d488581dex1022.htm) | 8-K | 001-41797 | 10.22 | 09/12/2023 | |

| [removed: 10.15+] [added: 10.12+] | [World Wrestling Entertainment, Inc. 2016 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/1091907/000120677416004878/wwe_def14a.htm) | DEF 14A | 001-16131 | Annex A | 03/11/2016 | |

| [removed: 10.16+] [added: 10.13+] | [Amended and Restated Non-Employee Director Compensation [removed: Policy.](https://www.sec.gov/Archives/edgar/data/1973266/000156276224000038/tko-20231231xex10_16.htm)] [added: Policy.](https://www.sec.gov/Archives/edgar/data/1973266/000095017025104095/tko-ex10_2.htm)] | [removed: 10-K] [added: 10-Q] | 001-41797 | [removed: 10.16] [added: 10.2] | [removed: 02/27/2024] [added: 08/06/2025] | |

| [removed: 10.17] [added: 10.14] | [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 agents.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1010.htm) | S-1 | 333-254908 | 10.10 | 03/31/2021 | |

| [removed: 10.18] [added: 10.15] | [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 agent.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1011.htm) | S-1 | 333-254908 | 10.11 | 03/31/2021 | |

| [removed: 10.19] [added: 10.16] | [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 Lender.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1013.htm) | S-1 | 333-254908 | 10.13 | 03/31/2021 | |

| [removed: 10.20] [added: 10.17] | [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 thereto.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1014.htm) | S-1 | 333-254908 | 10.14 | 03/31/2021 | |

| [removed: 10.21] [added: 10.18] | [Fourth Amendment dated April 29, 2019, among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1015.htm) | S-1 | 333-254908 | 10.15 | 03/31/2021 | |

| [removed: 10.22] [added: 10.19] | [Fifth Amendment dated September 18, 2019, among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1016.htm) | S-1 | 333-254908 | 10.16 | 03/31/2021 | |

| [removed: 10.23] [added: 10.20] | [Sixth Amendment dated June 15, 2020, among Zuffa Guarantor, LLC, UFC Holdings, LLC, Goldman Sachs Bank USA, as administrative agent, and the lenders party thereto.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521122043/d67085dex1018.htm) | S-1 | 333-254908 | 10.18 | 03/31/2021 | |

| [removed: 10.24] [added: 10.21] | [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 agent.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521102184/d67085dex1012.htm) | S-1 | 333-254908 | 10.12 | 03/31/2021 | |

| [removed: 10.25] [added: 10.22] | [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 amended.](https://www.sec.gov/Archives/edgar/data/1766363/000119312521309493/d238886dex101.htm) | 8-K | 001-40373 | 10.1 | 10/27/2021 | |

| [removed: 10.26] [added: 10.23] | [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 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: 10.24#] | [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 | |

| [removed: 10.28#] [added: 10.25#] | [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 | |

| [removed: 10.29#] [added: 10.27#] | [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 amended.](https://www.sec.gov/Archives/edgar/data/1766363/000095017023039879/edr-ex10_6.htm) | 10-Q | 001-40373 | 10.6 | 08/08/2023 | |

| [removed: 10.30+] [added: 10.28+] | [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) | 10-K | 001-41797 | 10.28 | 02/27/2024 | |

| [removed: 10.31#,] [added: 10.29#,] ^ | [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) | 10-K | 001-41797 | 10.29 | 02/27/2024 | |

| [removed: 10.32#,^] [added: 10.30#,^] | [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) | 10-K | 001-41797 | 10.30 | 02/27/2024 | |

| [removed: 10.35#] [added: 10.32#] | [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 | |

| 19.1 | [Insider Trading Compliance Policy](https://www.sec.gov/Archives/edgar/data/1973266/000095017025027778/tko-ex19_1.htm) | [added: 10-K] | [added: 001-41797] | [added: 19.1] | [added: 02/26/2025] | [removed: *] |

| 21.1 | [Subsidiaries of TKO Group Holdings, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000095017025027778/tko-ex21_1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000119312526071651/tko-ex21_1.htm)] | | | | | * |

| 23.1 | [Consent of KPMG LLP, independent registered public accounting firm of TKO Group Holdings, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000095017025027778/tko-ex23_1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000119312526071651/tko-ex23_1.htm)] | | | | | * |

| 23.2 | [Consent of Deloitte & Touche LLP, independent registered public accounting firm of TKO Group Holdings, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000095017025027778/tko-ex23_2.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000119312526071651/tko-ex23_2.htm)] | | | | | * |

| 31.1 | [Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1973266/000095017025027778/tko-ex31_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1973266/000119312526071651/tko-ex31_1.htm)] | | | | | * |

| 31.2 | [Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1973266/000095017025027778/tko-ex31_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1973266/000119312526071651/tko-ex31_2.htm)] | | | | | * |

| 10.26# | [Sixth Refinancing Amendment, dated as of September 15 2025, to the First Lien Credit Agreement, dated as of August 18, 2016, among TKO Guarantor, LLC, as holdings, TKO Worldwide Holdings, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.](https://www.sec.gov/Archives/edgar/data/1973266/000119312525202794/d947346dex101.htm) | 8-K | 001-41797 | 10.1 | 9/15/2025 | |

| | [Group Holdings, Inc., IMG Worldwide, LLC, and Trans World International, LLC.](https://www.sec.gov/Archives/edgar/data/1973266/000119312525040879/d879819dex102.htm) | | | | | |

| 23.3 | [Consent of Deloitte & Touche LLP, independent registered public accounting firm of The Olympus Business of Endeavor Group Holdings, Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000119312526071651/tko-ex23_3.htm) | | | | | * |

| 99.1 | [Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, for the Olympus Business of Endeavor Group Holdings, Inc.](https://www.sec.gov/Archives/edgar/data/1973266/000119312526071651/tko-ex99_1.htm) | | | | | * |

| | | | | | | |

| 4.2 | [Indenture between World Wrestling Entertainment, Inc. and U.S. Bank National Association, as trustee, dated December 16, 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 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 trustee.](https://www.sec.gov/Archives/edgar/data/1091907/000119312523233499/d519698dex42.htm) | 8-K | 001-16131 | 4.2 | 09/12/2023 | |

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

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

| 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 | |

| Date: | February [removed: 26, 2025] [added: 25, 2026] | By: | /s/ ARIEL EMANUEL | |

| /s/ ARIEL EMANUEL | | Executive Chair, Chief Executive Officer and Director | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ ANDREW SCHLEIMER | | Chief Financial Officer | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ SHANE KAPRAL | | Deputy Chief Financial Officer | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ MARK SHAPIRO | | President and Chief Operating Officer | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ NICK KHAN | | President of WWE and Director | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ PETER C.B. BYNOE | | Director | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ EGON P. DURBAN | | Director | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ DWAYNE JOHNSON | | Director | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ BRAD KEYWELL | | Director | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ STEVEN R. KOONIN | | Lead Independent Director | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ JONATHAN A. KRAFT | | Director | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ SONYA E. MEDINA | | Director | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ NANCY R. TELLEM | | Director | | February [removed: 26, 2025] [added: 25, 2026] |

| /s/ CARRIE WHEELER | | Director | | February [removed: 26, 2025] [added: 25, 2026] |

| [removed: [Reports] [added: [Report] of Independent Registered Public Accounting [removed: Firms](#auditreport) (PCAOB] [added: Firm](#auditreport) (KPMG LLP PCAOB] ID No. [removed: 185 and No. 34)] [added: 185)] | F-2 |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#balancesheet)] [added: 2024](#balancesheet)] | F-5 |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#incomestatement)] [added: 2023](#incomestatement)] | F-6 |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#comprehensiveincome)] [added: 2023](#comprehensiveincome)] | F-7 |

| [Consolidated Statements of Stockholders’/Members’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#stockholdersequity)] [added: 2023](#stockholdersequity)] | F-8 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#cashflow)] [added: 2023](#cashflow)] | F-9 |

We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of TKO Group Holdings, Inc. and subsidiaries (the Company) as of December 31, [added: 2025 and] 2024, the related consolidated statements of operations, comprehensive income (loss), [removed: stockholders’ / members’] [added: stockholders’/members’] equity, and cash flows for [added: each of] the [removed: year then ended,] [added: years in the two-year period ended December 31, 2025,] and the related notes (collectively, the consolidated financial statements).

In our opinion, [added: based on our audits and] the [added: report of Deloitte & Touche LLP, the] consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [added: 2025 and] 2024, and the results of its operations and its cash flows for [added: each of] the [removed: year then ended,] [added: years] in [added: the two-year period ended December 31, 2025, 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, [removed: 2024,] [added: 2025,] 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 [removed: 26, 2025] [added: 25, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Our responsibility is to express an opinion on these consolidated financial statements based on our [removed: audit.][added: audits.]

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

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

The Company’s primary sources of revenue include media [removed: rights] [added: rights, production] and content, live [removed: events, sponsorships,] [added: events] and [added: hospitality, partnerships and marketing, and] consumer products [removed: licensing.][added: licensing and other.]

For the year ended December 31, [removed: 2024,] [added: 2025,] the Company recorded revenue of [removed: $2,804.3] [added: $4,735.2] million.

Specifically, for certain multi-year fixed fee contracts, complex auditor [removed: judgment] [added: judgement] 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.

[added: For a selection of new and amended multi-year fixed fee contracts, we obtained and] 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.

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

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

Our responsibility is to express an opinion on the Company's financial statements based on our [removed: audits.][added: audit.]

As part of our [removed: audits,] [added: audit,] we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

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

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

We believe that our audits [added: and the report of Deloitte & Touche LLP] provide a reasonable basis for our opinion.

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

| | | [added: 2025 | | | |] 2024 | | | | 2023 | | |

| [Report of Independent Registered Public Accounting Firm](#audit_report_deloitte) (Deloitte & Touche LLP PCAOB ID No. 34) | F-4 |

We did not audit the combined financial statements of the Olympus Business of Endeavor Group Holdings, Inc., which statements reflect total assets constituting 16 percent as of December 31, 2024, and total revenues constituting 43 percent for the year then ended, of the related consolidated totals.

Those statements were audited by Deloitte & Touche LLP, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the Olympus Business of Endeavor Group Holdings, Inc., is based solely on the report of Deloitte & Touche LLP.

*Endeavor Asset Acquisition*

As discussed in Note 1 to the consolidated financial statements, the Company completed the acquisition of the Olympus Business of Endeavor Group Holdings, Inc., which comprise the IMG businesses, On Location and Professional Bull Riders (collectively, the Acquired Businesses) as of February 28, 2025.

As a result of this common control transaction, the net assets of the Acquired Businesses were combined with those of the Company at their historical carrying amounts and the financial statements have been retrospectively recast on a combined basis for all historical periods prior to February 28, 2025, because they were under common control for the period presented.

February 25, 2026

As discussed in Note 1 to the financial statements, the Company acquired the Professional Bull Riders, On Location, certain contracts associated with Wimbledon, Soccer and Stadia, SailGP, and Royal & Ancient Golf Club of St. Andrews, Mailman, and various events businesses, including Golf Events, Formula Drift, and International Figure Skating (collectively, the “Businesses”), in a common control acquisition on February 28, 2025.

February 27, 2024 (February 26, 2025, as to Note 19) (March 19, 2025, as to the common control acquisition of the Businesses as described in Note 1)

| Cash and cash equivalents | | $ | 831,100 | | | $ | 619,787 | |

| Restricted cash | | | 354,859 | | | | 58,296 | |

| Accounts receivable (net of allowance for doubtful accounts of $30,733 and $20,639, respectively) | | | 558,277 | | | | 423,013 | |

| Deferred costs | | | 234,807 | | | | 179,288 | |

| Other current assets | | | 350,018 | | | | 248,110 | |

| Total current assets | | | 2,329,061 | | | | 1,528,494 | |

| Property, buildings and equipment, net | | | 639,930 | | | | 629,904 | |

| Intangible assets, net | | | 3,327,862 | | | | 3,649,903 | |

| Goodwill | | | 8,444,886 | | | | 8,441,993 | |

| Investments | | | 131,555 | | | | 101,215 | |

| Other assets | | | 335,908 | | | | 447,121 | |

| Total assets | | $ | 15,495,821 | | | $ | 15,111,782 | |

| Accounts payable | | $ | 194,807 | | | $ | 246,350 | |

| Accrued liabilities | | | 526,303 | | | | 670,232 | |

| Deferred revenue | | | 663,015 | | | | 416,695 | |

| Other current liabilities | | | 384,588 | | | | 20,929 | |

| Total current liabilities | | | 1,847,163 | | | | 1,413,793 | |

| Long-term debt | | | 3,724,063 | | | | 2,735,305 | |

| Long-term finance lease liabilities | | | 219,459 | | | | 235,959 | |

| Deferred tax liabilities | | | 301,747 | | | | 360,546 | |

| Total liabilities | | | 6,245,742 | | | | 4,968,918 | |

| Nonredeemable non-controlling interests | | | 5,478,286 | | | | 6,029,977 | |

| Total stockholders' equity | | | 9,215,667 | | | | 10,121,000 | |

| Revenue | | $ | 4,735,151 | | | $ | 4,884,241 | | | $ | 3,224,796 | |

| Direct operating costs | | | 1,903,153 | | | | 2,623,857 | | | | 1,576,759 | |

| Selling, general and administrative expenses | | | 1,511,993 | | | | 1,771,513 | | | | 1,026,677 | |

| Depreciation and amortization | | | 484,990 | | | | 457,925 | | | | 224,051 | |

| Goodwill and intangible impairment charges | | | — | | | | — | | | | 21,529 | |

| Total operating expenses | | | 3,900,136 | | | | 4,853,295 | | | | 2,849,016 | |

| Operating income | | | 835,015 | | | | 30,946 | | | | 375,780 | |

| Interest expense, net | | | (202,724 | ) | | | (235,792 | ) | | | (229,605 | ) |

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

February 26, 2025

| | | | | | | | | |

| Cash and cash equivalents | | $ | 525,556 | | | $ | 235,839 | |

| Accounts receivable (net of allowance for doubtful accounts of $3,132 and $1,093, respectively) | | | 184,056 | | | | 135,436 | |

| Other current assets | | | 159,955 | | | | 121,155 | |

| Total current assets | | | 869,567 | | | | 492,430 | |

| Property, buildings and equipment, net | | | 533,757 | | | | 608,416 | |

| Intangible assets, net | | | 3,263,469 | | | | 3,563,663 | |

| Goodwill | | | 7,664,219 | | | | 7,666,485 | |

| Investments | | | 32,162 | | | | 16,392 | |

| Other assets | | | 65,499 | | | | 52,136 | |

| Total assets | | $ | 12,699,936 | | | $ | 12,690,739 | |

| Accounts payable | | $ | 29,681 | | | $ | 42,040 | |

| Accrued liabilities | | | 479,098 | | | | 267,363 | |

| Deferred revenue | | | 101,237 | | | | 118,992 | |

| Total current liabilities | | | 670,657 | | | | 472,140 | |

| Long-term debt | | | 2,732,761 | | | | 2,713,948 | |

| Long-term finance lease liabilities | | | 229,847 | | | | 245,288 | |

| Deferred tax liabilities | | | 312,210 | | | | 372,860 | |

| Total liabilities | | | 3,981,405 | | | | 3,840,193 | |

| Nonredeemable non-controlling interests | | | 4,605,644 | | | | 4,729,972 | |

| Total stockholders'/members' equity | | | 8,696,667 | | | | 8,838,952 | |

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

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

| Revenue | | $ | 2,804,341 | | | $ | 1,674,968 | | | $ | 1,140,147 | |

| Direct operating costs | | | 899,875 | | | | 514,598 | | | | 325,586 | |

| Selling, general and administrative expenses | | | 1,228,722 | | | | 549,091 | | | | 210,142 | |

| Depreciation and amortization | | | 392,842 | | | | 164,616 | | | | 60,032 | |

| Total operating expenses | | | 2,521,439 | | | | 1,228,305 | | | | 595,760 | |

| Operating income | | | 282,902 | | | | 446,663 | | | | 544,387 | |

| Interest expense, net | | | (249,115 | ) | | | (239,042 | ) | | | (139,567 | ) |

| Income before income taxes and equity losses of affiliates | | | 34,350 | | | | 207,435 | | | | 403,549 | |

| Income before equity losses of affiliates | | | 8,644 | | | | 175,989 | | | | 389,231 | |

| Equity losses of affiliates, net of tax | | | 2,267 | | | | 266 | | | | 209 | |

| Net income | | | 6,377 | | | | 175,723 | | | | 389,022 | |

| Net income | | $ | 6,377 | | | $ | 175,723 | | | $ | 389,022 | |

| Total comprehensive income, net of tax | | | 1,724 | | | | 174,289 | | | | 392,392 | |

| Balance, December 31, 2021 | | $ | 1,251,416 | | | | — | | | $ | — | | | | — | | | $ | — | | | $ | — | | | $ | (2,524 | ) | | $ | — | | | $ | 1,248,892 | | | $ | — | | | $ | 1,248,892 | |

| Comprehensive income | | | 387,275 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,370 | | | | — | | | | 390,645 | | | | — | | | | 390,645 | |