filings.toolsItem 16. Form 10-K Summary
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Item 16. Form 10-K Summary
None.
SIGNAT****URES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TKO GROUP HOLDINGS, INC. | ||||
| Date: | February 25, 2026 | By: | /s/ ARIEL EMANUEL | |
| Ariel Emanuel | ||||
| Executive Chair and Chief Executive Officer | ||||
| (principal executive officer) | ||||
| By: | /s/ ANDREW SCHLEIMER | |||
| Andrew Schleimer | ||||
| Chief Financial Officer | ||||
| (principal financial officer) | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title or Capacity | Date | ||
| /s/ ARIEL EMANUEL | Executive Chair, Chief Executive Officer and Director | February 25, 2026 | ||
| Ariel Emanuel | (principal executive officer) | |||
| /s/ ANDREW SCHLEIMER | Chief Financial Officer | February 25, 2026 | ||
| Andrew Schleimer | (principal financial officer) | |||
| /s/ SHANE KAPRAL | Deputy Chief Financial Officer | February 25, 2026 | ||
| Shane Kapral | (principal accounting officer) | |||
| /s/ MARK SHAPIRO | President and Chief Operating Officer | February 25, 2026 | ||
| Mark Shapiro | and Director | |||
| /s/ NICK KHAN | President of WWE and Director | February 25, 2026 | ||
| Nick Khan | ||||
| /s/ PETER C.B. BYNOE | Director | February 25, 2026 | ||
| Peter C.B. Bynoe | ||||
| /s/ EGON P. DURBAN | Director | February 25, 2026 | ||
| Egon P. Durban | ||||
| /s/ DWAYNE JOHNSON | Director | February 25, 2026 | ||
| Dwayne Johnson | ||||
| /s/ BRAD KEYWELL | Director | February 25, 2026 | ||
| Brad Keywell | ||||
| /s/ STEVEN R. KOONIN | Lead Independent Director | February 25, 2026 | ||
| Steven R. Koonin | ||||
| /s/ JONATHAN A. KRAFT | Director | February 25, 2026 | ||
| Jonathan A. Kraft | ||||
| /s/ SONYA E. MEDINA | Director | February 25, 2026 | ||
| Sonya E. Medina | ||||
| /s/ NANCY R. TELLEM | Director | February 25, 2026 | ||
| Nancy R. Tellem | ||||
| /s/ CARRIE WHEELER | Director | February 25, 2026 | ||
| Carrie Wheeler |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTIN****G FIRM
To the Stockholders and Board of Directors TKO Group Holdings, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of TKO Group Holdings, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’/members’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, based on our audits and the 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in 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, 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 25, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
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.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits and the report of Deloitte & Touche LLP provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-2
Revenue recognition - contracts with multiple performance obligations
As discussed in Notes 2 and 16 to the consolidated financial statements, the Company’s revenue is recognized when control of the promised goods or services is transferred to its customers. For customer contracts with more than one distinct performance obligation, the total contract consideration is allocated based on management’s estimate of each distinct performance obligation’s relative stand-alone selling price (“SSP”). The Company’s primary sources of revenue include media rights, production and content, live events and hospitality, partnerships and marketing, and consumer products licensing and other. For the year ended December 31, 2025, the Company recorded revenue of $4,735.2 million.
We identified the assessment of revenue recognition for certain contracts with multiple performance obligations as a critical audit matter. Specifically, for certain multi-year fixed fee contracts, complex auditor 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.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue processes, including controls related to the identification of distinct performance obligations and the method and significant assumptions used to determine the estimated SSP for those identified distinct performance obligations. For a selection of new and amended multi-year fixed fee contracts, we obtained and evaluated the Company’s revenue recognition accounting analysis by (1) inspecting the contracts to gain an understanding of contractual terms and conditions, evaluating the rights and obligations of the Company, and comparing them to other similar customer contracts to identify distinct performance obligation, (2) interviewing the Company’s business development personnel to gain an understanding of the nature and estimated value of commitments made to customers, (3) evaluating the method and significant assumptions used to estimate SSP by comparing the SSP to current pricing patterns in similar customer contracts, and (4) testing that the estimated SSPs were accurately applied in allocating the transaction price to each distinct performance obligation.
/s/ KPMG LLP
We have served as the Company's auditor since 2024.
New York, New York
February 25, 2026
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of TKO Group Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying combined statements of operations, comprehensive (loss) income, stockholders' equity/net parent investment, and cash flows, for the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements") of TKO Group Holdings, Inc. and subsidiaries (the "Company"). In our opinion, the financial statements present fairly, in all material respects, the results of the Company's operations and its cash flows for the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Endeavor Asset Acquisition
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. As a result, the net assets of the Businesses were combined with those of the Company at their historical carrying amounts and the companies were presented on a combined basis for historical periods because they were under common control for all periods presented.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our 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. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
New York, New York
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)
We began serving as the Company’s auditor in 2016. In 2024 we became the predecessor auditor.
F-4
TKO GROUP HOLDINGS, INC.
Consolidated Balance Sheets
(In thousands, except share and per share data)
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| 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 | ||||||
| Finance lease right-of-use assets, net | 231,839 | 248,549 | ||||||
| Operating lease right-of-use assets, net | 54,780 | 64,603 | ||||||
| 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 | ||||
| Liabilities, Non-controlling Interests and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 194,807 | $ | 246,350 | ||||
| Accrued liabilities | 526,303 | 670,232 | ||||||
| Current portion of long-term debt | 38,061 | 26,977 | ||||||
| Current portion of finance lease liabilities | 22,741 | 15,582 | ||||||
| Current portion of operating lease liabilities | 17,648 | 17,028 | ||||||
| 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 | ||||||
| Long-term operating lease liabilities | 41,063 | 52,466 | ||||||
| Deferred tax liabilities | 301,747 | 360,546 | ||||||
| Other long-term liabilities | 112,247 | 170,849 | ||||||
| Total liabilities | 6,245,742 | 4,968,918 | ||||||
| Commitments and contingencies (Note 21) | ||||||||
| Redeemable non-controlling interests | 34,412 | 21,864 | ||||||
| Stockholders' equity: | ||||||||
| Class A common stock: ($0.00001 par value; 5,000,000,000 shares authorized;77,767,155 and 81,203,161 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively) | 1 | 1 | ||||||
| Class B common stock: ($0.00001 par value; 5,000,000,000 shares authorized;116,158,615 and 89,616,891 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively) | 1 | 1 | ||||||
| Additional paid-in capital | 4,552,151 | 4,385,297 | ||||||
| Accumulated other comprehensive loss | (17,458 | ) | (2,548 | ) | ||||
| Accumulated deficit | (797,314 | ) | (291,728 | ) | ||||
| Total TKO Group Holdings, Inc. stockholders’ equity | 3,737,381 | 4,091,023 | ||||||
| Nonredeemable non-controlling interests | 5,478,286 | 6,029,977 | ||||||
| Total stockholders' equity | 9,215,667 | 10,121,000 | ||||||
| Total liabilities, redeemable non-controlling interests and stockholders' equity | $ | 15,495,821 | $ | 15,111,782 |
See accompanying notes to consolidated financial statements
F-5
TKO GROUP HOLDINGS, INC.
Consolidated Stateme****nts of Operations
(In thousands, except share and per share data)
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Revenue | $ | 4,735,151 | $ | 4,884,241 | $ | 3,224,796 | ||||||
| Operating expenses: | ||||||||||||
| 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 | |||||||||
| Other income (expenses): | ||||||||||||
| Interest expense, net | (202,724 | ) | (235,792 | ) | (229,605 | ) | ||||||
| Other (expense) income, net | (25,667 | ) | (5,359 | ) | 20,808 | |||||||
| Income (loss) before income taxes and equity losses of affiliates | 606,624 | (210,205 | ) | 166,983 | ||||||||
| Provision for income taxes | 73,771 | 37,255 | 33,196 | |||||||||
| Income (loss) before equity income of affiliates | 532,853 | (247,460 | ) | 133,787 | ||||||||
| Equity income of affiliates, net of tax | (13,437 | ) | (1,783 | ) | (9,212 | ) | ||||||
| Net income (loss) | 546,290 | (245,677 | ) | 142,999 | ||||||||
| Less: Net income (loss) attributable to non-controlling interests | 350,887 | (255,085 | ) | (80,477 | ) | |||||||
| Less: Net income attributable to TKO Operating Company, LLC and the Acquired Businesses prior to the TKO Transactions | — | — | 258,703 | |||||||||
| Net income (loss) attributable to TKO Group Holdings, Inc. | $ | 195,403 | $ | 9,408 | $ | (35,227 | ) | |||||
| Basic net earnings (loss) per share of Class A common stock (1) | $ | 2.42 | $ | 0.12 | $ | (0.43 | ) | |||||
| Diluted net earnings (loss) per share of Class A common stock (1) | $ | 2.26 | $ | 0.02 | $ | (0.43 | ) | |||||
| Weighted average number of common shares used in computing basic earnings (loss) per share | 80,818,190 | 81,340,472 | 82,808,019 | |||||||||
| Weighted average number of common shares used in computing diluted net earnings (loss) per share | 194,011,072 | 171,874,540 | 82,808,019 |
(1)
Basic and diluted net earnings (loss) per share of Class A common stock is applicable only for the period from September 12, 2023 through December 31, 2025, which is the period following the TKO Transactions (as defined in Note 1 to the audited consolidated financial statements). See Note 12 for the calculation of the number of shares used in computation of net earnings (loss) per share of Class A common stock and the basis for computation of net earnings (loss) per share.
See accompanying notes to consolidated financial statements
F-6
TKO GROUP HOLDINGS, INC.
Consolidated Statements of Compreh****ensive Income (Loss)
(In thousands)
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Net income (loss) | $ | 546,290 | $ | (245,677 | ) | $ | 142,999 | |||||
| Other comprehensive income (loss), net of tax: | ||||||||||||
| Foreign currency translation adjustments | 31,469 | (10,692 | ) | 9,654 | ||||||||
| Cash flow hedges: | ||||||||||||
| Change in net unrealized gains (losses) | (715 | ) | 382 | (279 | ) | |||||||
| Amortization of cash flow hedge fair value to net (loss) income | (305 | ) | (304 | ) | (304 | ) | ||||||
| Total comprehensive income (loss), net of tax | 576,739 | (256,291 | ) | 152,070 | ||||||||
| Less: Comprehensive income (loss) attributable to non-controlling interests | 367,933 | (261,046 | ) | (72,945 | ) | |||||||
| Less: Comprehensive income attributable to TKO Operating Company, LLC and the Acquired Businesses prior to the TKO Transactions | — | — | 260,337 | |||||||||
| Comprehensive income (loss) attributable to TKO Group Holdings, Inc. | $ | 208,806 | $ | 4,755 | $ | (35,322 | ) |
See accompanying notes to consolidated financial statements
F-7
TKO GROUP HOLDINGS, INC.
Consolidated S****tatements of Stockholders’/Members’ Equity
(In thousands)
| Accumulated | Nonredeemable | Total | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional | Other | Total TKO | Non- | Stockholders' / | |||||||||||||||||||||||||||||||||||||||
| Net Parent | Class A | Class B | Paid - in | Comprehensive | Accumulated | Group Holdings, | Controlling | Net Parent | ||||||||||||||||||||||||||||||||||||
| Investment | Shares | Amount | Shares | Amount | Capital | (Loss) Income | Deficit | Inc. Stockholders' Equity/ | Interests | Investment | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | 2,025,794 | — | $ | 0 | — | $ | 0 | $ | — | $ | **(**69,889 | ) | $ | — | $ | 1,955,905 | $ | **(**5,886 | ) | $ | 1,950,019 | ||||||||||||||||||||||
| Comprehensive income (loss) prior to reorganization and acquisition | 258,703 | — | — | — | — | — | 1,634 | — | 260,337 | 1,294 | 261,631 | |||||||||||||||||||||||||||||||||
| Distributions to investors prior to reorganization and acquisition | — | — | — | — | — | — | — | — | — | (631 | ) | (631 | ) | |||||||||||||||||||||||||||||||
| Net transfers to parent prior to reorganization and acquisition | (165,536 | ) | — | — | — | — | — | — | — | (165,536 | ) | — | (165,536 | ) | ||||||||||||||||||||||||||||||
| Effects of reorganization and acquisition | (2,118,961 | ) | 83,161 | 1 | 89,617 | 1 | 4,166,883 | 68,018 | — | 2,115,942 | 6,299,882 | 8,415,824 | ||||||||||||||||||||||||||||||||
| Comprehensive (loss) income subsequent to reorganization and acquisition | — | — | — | — | — | — | (95 | ) | (35,227 | ) | (35,322 | ) | (75,925 | ) | (111,247 | ) | ||||||||||||||||||||||||||||
| Distributions to investors subsequent to reorganization and acquisition | — | — | — | — | — | — | — | — | — | (36,897 | ) | (36,897 | ) | |||||||||||||||||||||||||||||||
| Net transfers from parent subsequent to reorganization and acquisition | — | — | — | — | — | — | — | — | — | 166,968 | 166,968 | |||||||||||||||||||||||||||||||||
| Equity impacts of deferred taxes arising from changes in ownership | — | — | — | — | — | 2,038 | — | — | 2,038 | — | 2,038 | |||||||||||||||||||||||||||||||||
| Stock issuances and other, net | — | 265 | — | — | — | 16 | — | — | 16 | — | 16 | |||||||||||||||||||||||||||||||||
| Repurchase of Class A common stock | — | (1,309 | ) | — | — | — | — | (100,000 | ) | (100,000 | ) | — | (100,000 | ) | ||||||||||||||||||||||||||||||
| Conversions of convertible debt | — | 176 | — | — | — | 4,226 | — | — | 4,226 | — | 4,226 | |||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | 38,471 | — | — | 38,471 | — | 38,471 | |||||||||||||||||||||||||||||||||
| Principal stockholder contributions | — | — | — | — | — | 14,807 | — | — | 14,807 | — | 14,807 | |||||||||||||||||||||||||||||||||
| Equity reallocation between controlling and non-controlling interests | — | — | — | — | — | 18,096 | — | — | 18,096 | (18,096 | ) | — | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | — | 82,293 | $ | 1 | 89,617 | $ | 1 | $ | 4,244,537 | $ | **(**332 | ) | $ | **(**135,227 | ) | $ | 4,108,980 | $ | 6,330,709 | $ | 10,439,689 | ||||||||||||||||||||||
| Comprehensive (loss) income | — | — | — | — | — | — | (4,653 | ) | 9,408 | 4,755 | (263,280 | ) | (258,525 | ) | ||||||||||||||||||||||||||||||
| Distributions to members | — | — | — | — | — | — | — | — | — | (68,493 | ) | (68,493 | ) | |||||||||||||||||||||||||||||||
| Net transfers from parent | — | — | — | — | — | — | — | — | — | 89,774 | 89,774 | |||||||||||||||||||||||||||||||||
| Equity impacts of deferred taxes arising from changes in ownership | — | — | — | — | — | 2,568 | — | — | 2,568 | — | 2,568 | |||||||||||||||||||||||||||||||||
| Stock issuances and other, net | — | 764 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Repurchases and retirements of common stock | — | (1,854 | ) | — | — | — | — | — | (165,000 | ) | (165,000 | ) | — | (165,000 | ) | |||||||||||||||||||||||||||||
| Excise taxes on repurchase of common stock | — | — | — | — | — | — | — | (909 | ) | (909 | ) | — | (909 | ) | ||||||||||||||||||||||||||||||
| Taxes paid related to net settlement upon vesting of equity awards | — | — | — | — | — | (5,657 | ) | — | — | (5,657 | ) | — | (5,657 | ) | ||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | 87,710 | — | — | 87,710 | — | 87,710 | |||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interests to redemption value | — | — | — | — | — | (8,036 | ) | — | — | (8,036 | ) | — | (8,036 | ) | ||||||||||||||||||||||||||||||
| Principal stockholder contributions | — | — | — | — | — | 7,879 | — | — | 7,879 | — | 7,879 | |||||||||||||||||||||||||||||||||
| Equity reallocation between controlling and non-controlling interests | — | — | — | — | — | 56,296 | 2,437 | — | 58,733 | (58,733 | ) | — | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | — | 81,203 | $ | 1 | 89,617 | $ | 1 | $ | 4,385,297 | $ | **(**2,548 | ) | $ | **(**291,728 | ) | $ | 4,091,023 | $ | 6,029,977 | $ | 10,121,000 | ||||||||||||||||||||||
| Comprehensive (loss) income | — | — | — | — | — | — | 13,369 | 201,620 | 214,989 | 361,750 | 576,739 | |||||||||||||||||||||||||||||||||
| Distributions to members | — | — | — | — | — | — | — | — | — | (455,580 | ) | (455,580 | ) | |||||||||||||||||||||||||||||||
| Distributions to investors | — | — | — | — | — | — | — | — | — | (60 | ) | (60 | ) | |||||||||||||||||||||||||||||||
| Net transfers to parent | — | — | — | — | — | — | — | — | — | (221,010 | ) | (221,010 | ) | |||||||||||||||||||||||||||||||
| Contributions from parent | — | — | — | — | — | — | — | — | — | 77,362 | 77,362 | |||||||||||||||||||||||||||||||||
| Effects of acquisition | — | — | — | — | — | 5,701 | — | — | 5,701 | 13,264 | 18,965 | |||||||||||||||||||||||||||||||||
| Stock issuances and other, net | — | 1,132 | — | 26,542 | — | 23,539 | — | — | 23,539 | — | 23,539 | |||||||||||||||||||||||||||||||||
| Repurchases and retirements of common stock | — | (4,568 | ) | — | — | — | (166,797 | ) | — | (700,049 | ) | (866,846 | ) | — | (866,846 | ) | ||||||||||||||||||||||||||||
| Excise taxes on repurchase of common stock | — | — | — | — | — | — | — | (7,157 | ) | (7,157 | ) | — | (7,157 | ) | ||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | 109,403 | — | — | 109,403 | — | 109,403 | |||||||||||||||||||||||||||||||||
| Adjustment of redeemable non-controlling interests to redemption value | — | — | — | — | — | (12,548 | ) | — | — | (12,548 | ) | — | (12,548 | ) | ||||||||||||||||||||||||||||||
| Taxes paid related to net settlement upon vesting of equity awards | — | — | — | — | — | (10,785 | ) | — | — | (10,785 | ) | — | (10,785 | ) | ||||||||||||||||||||||||||||||
| Cash dividends declared ($2.30 per share for Class A shareholders) | — | — | — | — | — | (185,155 | ) | — | — | (185,155 | ) | — | (185,155 | ) | ||||||||||||||||||||||||||||||
| Equity impacts arising from changes in ownership | — | — | — | — | — | 47,800 | — | — | 47,800 | — | 47,800 | |||||||||||||||||||||||||||||||||
| Equity reallocation between controlling and non-controlling interests | — | — | — | — | — | 355,696 | (28,279 | ) | — | 327,417 | (327,417 | ) | — | |||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | — | 77,767 | $ | 1 | 116,159 | $ | 1 | $ | 4,552,151 | $ | **(**17,458 | ) | $ | **(**797,314 | ) | $ | 3,737,381 | $ | 5,478,286 | $ | 9,215,667 |
See accompanying notes to consolidated financial statements
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TKO GROUP HOLDINGS, INC.
Consolidated Sta****tements of Cash Flows
(In thousands)
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net income (loss) | $ | 546,290 | $ | (245,677 | ) | $ | 142,999 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 484,990 | 457,925 | 224,051 | |||||||||
| Amortization and impairments of content costs | 26,257 | 27,522 | 24,972 | |||||||||
| Impairment charges | 3,587 | 27,933 | 21,529 | |||||||||
| Amortization and write-off of original issue discount and deferred financing costs | 2,753 | 10,446 | 10,589 | |||||||||
| Loss on sale of assets | 10,520 | — | — | |||||||||
| Equity-based compensation | 117,588 | 103,466 | 64,512 | |||||||||
| Income taxes | 20,750 | (70,525 | ) | (10,122 | ) | |||||||
| Equity earnings of affiliates | (13,437 | ) | (1,783 | ) | (9,212 | ) | ||||||
| Distributions from affiliates | 11,138 | 8,225 | 6,499 | |||||||||
| Change in fair value of financial instruments | (5,335 | ) | (3,830 | ) | (5,722 | ) | ||||||
| Change in fair value of contingent liabilities | — | (130 | ) | 2,012 | ||||||||
| Net loss (gain) on foreign currency transactions | 15,554 | 6,068 | (12,731 | ) | ||||||||
| Loss on disposal of assets | — | 84,108 | — | |||||||||
| Net provision (benefit) for allowance for doubtful accounts | 12,838 | (1,412 | ) | 5,879 | ||||||||
| Other, net | 56 | 573 | 1,377 | |||||||||
| Changes in operating assets and liabilities, net of acquisition: | ||||||||||||
| Accounts receivable | (140,211 | ) | (66,649 | ) | 30,446 | |||||||
| Other current assets | (29,976 | ) | 17,415 | (61,408 | ) | |||||||
| Other noncurrent assets | (74,930 | ) | (255,519 | ) | (112,300 | ) | ||||||
| Deferred costs | (52,696 | ) | 366,996 | (269,503 | ) | |||||||
| Accounts payable and accrued liabilities | 97,658 | 308,355 | 24,859 | |||||||||
| Deferred revenue | 241,597 | (258,128 | ) | 142,464 | ||||||||
| Other liabilities | 10,734 | 70,705 | 44,969 | |||||||||
| Net cash provided by operating activities | 1,285,725 | 586,084 | 266,159 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Purchases of property, buildings and equipment and other assets | (126,953 | ) | (118,818 | ) | (93,753 | ) | ||||||
| Investments in affiliates, net | (30,651 | ) | (35,134 | ) | (735 | ) | ||||||
| Acquisitions, net of cash acquired | (8,675 | ) | — | — | ||||||||
| Due to parent | — | (2,674 | ) | — | ||||||||
| Proceeds from the sale of property and equipment | 5,797 | 28,365 | — | |||||||||
| Proceeds from infrastructure improvement incentives | 11,682 | 11,000 | — | |||||||||
| Proceeds from sales of investments and other | 1,912 | — | — | |||||||||
| Cash acquired from WWE | — | — | 381,153 | |||||||||
| Payment of deferred consideration in the form of a dividend to former WWE shareholders | — | — | (321,006 | ) | ||||||||
| Distributions from affiliates | — | 17 | 485 | |||||||||
| Related party loan receivable | — | — | (2,122 | ) | ||||||||
| Net cash used in investing activities | (146,888 | ) | (117,244 | ) | (35,978 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Repayment of long-term debt | (70,408 | ) | (2,942,944 | ) | (176,963 | ) | ||||||
| Proceeds from borrowings | 1,052,448 | 2,950,000 | 142,913 | |||||||||
| Related party loan payable | — | — | 311 | |||||||||
| Repurchase of Class A common stock | (866,846 | ) | (165,000 | ) | (100,000 | ) | ||||||
| Payments of contingent consideration related to acquisitions | — | (567 | ) | (1,747 | ) | |||||||
| Net transfers (to) from parent | (122,525 | ) | 12,320 | (43,294 | ) | |||||||
| Contributions from parent | 26,505 | 6,387 | 5,807 | |||||||||
| Distributions to members | (455,580 | ) | — | — | ||||||||
| Dividends paid | (185,155 | ) | — | — | ||||||||
| Payments for financing costs | (3,319 | ) | (8,260 | ) | (286 | ) | ||||||
| Taxes paid related to net settlement upon vesting of equity awards | (10,785 | ) | (5,657 | ) | — | |||||||
| Distributions of non-controlling interests | (60 | ) | (1,237 | ) | (839 | ) | ||||||
| Net cash used in financing activities | (635,725 | ) | (154,958 | ) | (174,098 | ) | ||||||
| Effects of exchange rate movements on cash | 4,764 | (7,645 | ) | (235 | ) | |||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 507,876 | 306,237 | 55,848 | |||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 678,083 | 371,846 | 315,998 | |||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $ | 1,185,959 | $ | 678,083 | $ | 371,846 | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for interest | $ | 215,039 | $ | 267,508 | $ | 227,137 | ||||||
| Cash payments for income taxes | $ | 57,324 | $ | 98,631 | $ | 25,638 | ||||||
| NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||||||||||||
| Capital expenditures included in current liabilities | $ | 14,684 | $ | 14,090 | $ | 25,376 | ||||||
| Capital contributions from parent | $ | 50,859 | $ | 6,926 | $ | 18,638 | ||||||
| Acquisition of WWE, net of deferred consideration | $ | — | $ | — | $ | 8,111,055 | ||||||
| Accretion of redeemable non-controlling interests | $ | 6,365 | $ | 8,036 | $ | — | ||||||
| Principal stockholder contributions | $ | — | $ | 1,492 | $ | 9,000 | ||||||
| Excise taxes on repurchases of common stock | $ | 7,157 | $ | 909 | $ | — | ||||||
| Convertible notes exchanged for common stock | $ | — | $ | — | $ | 4,226 |
See accompanying notes to consolidated financial statements
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TKO GROUP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTIO****N OF BUSINESS
TKO Group Holdings, Inc. (the "Company" or "TKO") is a premium sports and entertainment company that operates leading combat sports and sports entertainment brands. The Company monetizes its media and content properties 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 Formation
TKO was incorporated as a Delaware corporation in March 2023, under the name New Whale Inc., and was formed for the purpose of facilitating the business combination of the Ultimate Fighting Championship ("UFC") and World Wrestling Entertainment, LLC (f/k/a World Wrestling Entertainment, Inc.) ("WWE") businesses under TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC) ("Zuffa" or "TKO OpCo"), which owns and operates the UFC and WWE businesses (the “TKO Transactions”), as contemplated within the Transaction Agreement, dated as of April 2, 2023, by and among Endeavor Group Holdings, Inc. ("Endeavor" or "EGH"), Endeavor Operating Company, LLC ("Endeavor OpCo"), TKO OpCo, WWE, TKO, and Whale Merger Sub Inc. (the "Transaction Agreement"). On September 12, 2023, the TKO Transactions were completed with the newly-formed TKO combining the UFC and WWE businesses. TKO OpCo is the accounting acquirer and predecessor to TKO. Under the terms of the Transaction Agreement, at the time of the transaction, (A) EGH and/or its subsidiaries received (1) a 51.0% controlling non-economic voting interest in TKO on a fully-diluted basis and (2) a 51.0% economic interest in the operating subsidiary on a fully diluted basis, TKO OpCo, which owns all of the assets of the UFC and WWE businesses, and (B) the stockholders of WWE received (1) a 49.0% voting interest in TKO on a fully diluted basis and (2) a 100% economic interest in TKO, which in turn held a 49.0% economic interest in TKO OpCo on a fully-diluted basis. Refer to Note 4, Acquisition of WWE for further details on the TKO Transactions.
Endeavor Asset Acquisition
On February 28, 2025, TKO OpCo and TKO (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," and 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”). 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's Class A common stock, par value $0.00001 per share (the "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 Class B common stock, par value $0.00001 per share (the "TKO Class B common stock").
On February 28, 2025, prior to the close of the Endeavor Asset Acquisition, EGH, through its subsidiaries, had controlled approximately 54% of the voting interests in TKO through its ownership of both TKO Class A common stock and TKO Class B common stock. Upon consummation of the Endeavor Asset Acquisition, EGH through its subsidiaries, controlled approximately 61% of the voting interest in TKO. The Endeavor Asset Acquisition was treated as a merger between entities under common control, due to EGH's control of both TKO and the Acquired Businesses. As a result of the common control acquisition, the net assets of the Acquired Businesses were combined with those of TKO 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 all periods presented.
In connection with the Endeavor Asset Acquisition, the Company incurred transaction costs of $41.3 million and $19.3 million for the years ended December 31, 2025 and 2024, respectively, which were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations.
Endeavor Take-Private Transaction
On March 24, 2025, Silver Lake Group, LLC. and its affiliates ("collectively, "Silver Lake") completed the previously announced acquisition (the “Endeavor Acquisition” or “Endeavor Take-Private Transaction”) of EGH, as described in a Current Report on Form 8-K filed by EGH on March 24, 2025. Upon the consummation of the Endeavor Take-Private Transaction, Silver Lake, through its ownership and control of EGH and its subsidiaries, controls TKO. While Silver Lake's control was established in 2025 through the Endeavor Take-Private Transaction, EGH has maintained control over TKO since TKO's original formation. As of the effective time of
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the Endeavor Take-Private Transactions, Silver Lake and its affiliates beneficially owned approximately 61% of the total voting securities of the Company.
Financial results and information included in the accompanying consolidated financial statements include the financial results and information of TKO and its consolidated subsidiaries. See Note 2, Summary of Significant Accounting Policies - Basis of Presentation, for further details on the presentation of the accompanying financial statements as a result of the Endeavor Asset Acquisition.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting financial information.
Certain prior period amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Combined Financial Statements for Historical Recast Periods
The historical periods included in the accompanying consolidated financial statements have been retrospectively recast to reflect the Company's February 28, 2025 common control acquisition of the Acquired Businesses from Endeavor Group Holdings, Inc. and its subsidiaries. As such, the financial statements for periods prior to the acquisition reflect the combined results of the Company and the Acquired Businesses as if they had been part of the Company during the historical periods under common control.
The historical financial data of the Acquired Businesses included in the historical recast periods has been derived from the historical combined financial statements and accounting records of Endeavor Group Holdings, Inc. and were prepared on a standalone basis in accordance with 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.
The Acquired Businesses 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 the historical recast periods' combined financial statements on a historical cost basis, as included in the combined financial statements of Endeavor Group Holdings, Inc., using the historical accounting policies applied by Endeavor Group Holdings, Inc. Cash and cash equivalents held by Endeavor Group Holdings, Inc. at the corporate level were not attributable to the Acquired Businesses for any of the historical recast 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 historical periods' 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 combined statements of cash flows for 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.
The combined financial statements of the Acquired Businesses include all revenues and costs directly attributable to the Acquired Businesses and reflect allocations of certain of 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, events 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.
Principles of Consolidation
The consolidated financial statements include the accounts of TKO and the Acquired Businesses and their wholly-owned subsidiaries and other subsidiaries in which a controlling voting interest is maintained, which is typically present when the Company owns a majority of the voting interest in an entity and the non-controlling interests do not hold any substantive participating rights. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, and to assess
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whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is consolidated. All intercompany transactions and balances have been eliminated. Non-controlling interest in subsidiaries are reported as a component of equity or temporary equity in the consolidated balance sheets with disclosure of the net income (loss) and comprehensive income (loss) attributable to the Company and the non-controlling interests on the consolidated statements of operations and the consolidated statements of comprehensive income (loss). The equity method of accounting is used for investments in affiliates and joint ventures where the Company has significant influence over operating and financial policies but not control. Investments in which the Company does not have significant influence over operating and financial policies are accounted for either at fair value if the fair value is readily determinable or at cost, less impairment, adjusted for subsequent observable price changes if the fair value is not readily determinable.
TKO is the sole managing member of TKO OpCo and maintains a controlling financial interest in TKO OpCo. As sole managing member, the Company ultimately controls the business affairs of TKO OpCo. As a result, the Company is the primary beneficiary and thus consolidates the financial results of TKO OpCo and reports a non-controlling interest representing the economic interest in TKO OpCo held by the other members of TKO OpCo. As of December 31, 2025, the Company owned 40.1% of TKO OpCo.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying disclosures.
Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the allowance for doubtful accounts, recoverability of deferred costs, content cost amortization and impairment, the fair value of acquired assets and liabilities associated with acquisitions, the fair value of the Company’s reporting units and the assessment of goodwill, other intangible assets and long-lived assets for impairment, determination of useful lives of intangible assets and long-lived assets acquired, the fair value of equity-based compensation, leases, income taxes and contingencies.
Management evaluates these estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management's best judgment at a point in time and as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company's control could be material and would be reflected in the Company's consolidated financial statements in future periods.
Revenue Recognition
Under ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), our sales revenue is recognized when products are delivered or as services are performed. Revenue is recognized when control of the promised goods or services is transferred to our customers either at a point in time or over time, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. For contracts which have more than one performance obligation, the total contract consideration is allocated based on management’s estimate of each performance obligation’s relative stand-alone selling price. The variable consideration in the Company’s contracts earned from licensing intellectual property, as well as pay-per-view programming revenue, and consumer products licensing revenue is recognized in accordance with the sales or usage-based royalties exception under ASC 606. The variability of sales or usage-based royalties will be resolved in the periods when the licensee generates sales related to the intellectual property license.
We have various types of contracts with multiple performance obligations, including multi-year media rights, site fees, consumer products licensing and partnerships and marketing agreements. The transaction price in these types of contracts is allocated on a relative stand-alone selling price basis. We typically determine the stand-alone selling price of individual performance obligations based on management estimates, unless stand-alone selling prices are observable through past transactions. Estimates used to determine a performance obligation’s stand-alone selling price impact the amount and timing of revenue recognized, but not the total amount of revenue to be recognized under the arrangement.
The Company enters into many arrangements that require the Company to determine whether it is acting as a principal or an agent. This determination involves judgment and requires evaluation as to whether the Company controls the goods or services before they are transferred to the customer. As part of this analysis, the Company considers if it is primarily responsible for fulfillment and acceptability of the goods or services, if it has the inventory risk, and if the Company has discretion in establishing prices.
Our payment terms vary by the type of products or services offered, and are generally subject to contractual payment terms, which may include advance payment requirements. The time between invoicing and when payment is due is not significant. Our contracts with customers do not result in significant obligations associated with returns, refunds or warranties. Our revenues do not include material amounts of variable consideration other than the sales or usage-based royalties earned related to our consumer products licensing and certain media rights and content contracts which are subject to contractual payment terms.
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The following are the primary sources of revenue earned by the Company:
Media Rights, Production and Content
Broadcast rights fees received from distributors of the Company’s live event and television programming, both domestically and internationally, are recorded when the live event or program has been delivered and is available for distribution. Certain of the Company’s media rights are typically sold in multi-year arrangements and are generally comprised of multiple performance obligations that involve the allocation of transaction price based on the relative stand-alone selling price of each performance obligation.
With respect to the IMG business, the Company uses both the full rights buy-out model and commission model for sales of media and broadcast rights for live entertainment and sporting event programming on behalf of other media rights owners. Under the full rights buy-out model related to media sales, the Company is acting as a principal, the Company generally will enter into an agreement with the underlying media rights owner to license the media rights prior to negotiating license arrangements with customers, primarily broadcasters and other media distributors. Upon licensing the media rights from the rights owner, the Company obtains control of the rights and has the ability to obtain substantially all the remaining economic benefits of the rights. The Company is also obligated to pay the media rights owner the license fee regardless of the Company’s ability to monetize the rights. The Company has discretion in negotiating licensee fees with customers and it retains customer credit risk. The Company recognizes the customer license fees as revenue and the consideration paid to the rights holders for the acquisition of the rights as a direct operating cost. The satisfaction of the performance obligation depends on the number and timing of events delivered and is satisfied when the events take place. In the commission model related to media rights sales, the Company does not obtain control of the underlying rights, the Company earns a commission equal to a stated percentage of the license fees for the rights distributed. As the Company does not obtain control of the underlying media rights, the Company recognizes the sales commission as revenue. Commission revenue related to media rights sales is recognized when the underlying content becomes available for view or telecast and has been accepted by the customer. The Company’s performance obligation generally includes distributing the live video feed and revenue is typically recognized on an event basis. The Company uses its estimate of stand-alone selling price to allocate transaction price. Any advance payments received from customers are deferred upon collection and recognized into revenue as content is delivered.
Revenue from the Company’s pay-per-view programming is recognized when the event is aired and, for those contracts with variable fees, is based upon its initial estimate of the number of buys achieved. This initial estimate is based on preliminary buy information received from certain pay-per-view distributors and any adjustments to the estimated amounts are recorded when final information is received. Pay-per-view programming is distributed through cable, satellite, and digital providers to residential and commercial establishments. The Company’s customer is the cable, satellite, and certain digital providers on residential buys and the Company records its royalties earned on the sales of pay-per-view programming. For other residential buys through UFC-branded digital platforms, the Company’s customer is the end user, and the Company records the amount paid by the end customer. On commercial buys, the Company recognizes the amount paid by the establishment. The Company owns and operates its own over-the-top (“OTT”) platforms, UFC FIGHT PASS, WWE Network and PBR Ride Pass that engage customers through a monthly subscription-based model. Access to UFC FIGHT PASS, WWE Network, PBR Ride Pass is provided to subscribers and revenue is recognized ratably over each paid monthly membership period. Revenue for UFC FIGHT PASS, WWE Network, PBR Ride Pass is deferred for subscriptions paid in advance until earned. The Company recognizes revenue for UFC FIGHT PASS,WWE Network, and PBR Ride Pass gross of third-party distributor fees as the Company is the principal in the arrangement.
Revenue from the IMG business' production services of live entertainment and sporting events is recognized at the time of the event on a per event basis. Revenue from production of editorial video content is recognized when the content is delivered to and accepted by the customer and the license period begins. Customers for the Company’s production services include broadcast networks, sports federations and independent content producers.
Live Events and Hospitality
The Company generates revenue through ticket sales and participation entry fees, site fees, hospitality sales, and management fees each of which may represent a distinct performance obligation or may be bundled into an experience package.
Live event revenue consists of ticket and VIP package sales for events at third-party venues, each of which generally represents distinct performance obligations. The Company allocates the transaction price to all performance obligations contained within an event based on their relative stand-alone selling price. Controlled event revenue (owned or licensed) is generally recognized for each performance obligation over the course of the event, multiple events, or contract term in accordance with its respective revenue stream.
For services related to events in the On Location business, the Company typically controls the right to package and sell access to such events directly to consumers. In these arrangements, the Company’s customer is the consumer, and fees paid by the consumer are recognized on a gross basis, as the Company acts as the principal in the arrangement. In other arrangements, the Company does not control the right to package and sell access to such events. In these arrangements, the Company’s customer is the third-party event owner, and the Company earns fixed and/or variable commission revenue for ticket sales, collection of participation entry fees, hospitality sales, or partnerships sales on behalf of the event owner. For these arrangements, the Company recognizes as revenue the
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stated percentage of commissions due from the event owner (i.e. not the gross ticket sales/earnings from the event itself), as the Company is acting as an agent. Revenue for ticket sales, participation entry fees, site fees, and hospitality sales collected in advance of the event is recorded as deferred revenue until the event occurs.
The Company’s bundled experience packages may include individual tickets, experiential hospitality, hotel accommodation and transportation. For these experience packages, the Company defers the revenue and cost of revenue until the date of the event which is typically when all of the package components are delivered to the customer. The Company also offers event management services, assisting third-party event owners with live event production and hospitality, and earns fixed fees or variable profit participation commissions, recognizing revenue over the event, multiple events, or contract term.
Partnerships and Marketing
Through our partnerships and marketing packages, the Company offers our customers a full range of promotional vehicles, including arena, ring and octagon signage, digital and broadcast content, on-air announcements, special appearances by fighters and talent as well as other forms of advertisement. The Company allocates the transaction price to all performance obligations contained within a partnerships arrangement based upon their relative standalone selling price. Standalone selling prices are determined generally based on a rate card used to determine pricing for individual components. After allocating revenue to each performance obligation, the Company recognizes partnerships revenue when the promotional services are delivered. Revenue is primarily recognized gross of third-party commissions and fees as the Company is the principal in the arrangement. Our control is evidenced by our sole ability to monetize the partnerships and marketing inventory and being primarily responsible to our customers.
Consumer Products Licensing and Other
Revenue is derived from licensing the Company’s logos, trade names, trademarks and related symbolic intellectual property to third party manufacturers and distributors of branded merchandise. Revenue is recognized based on the Company’s estimates of sales that occurred with subsequent adjustments recognized upon receipt of a statement or other information from the customer. Many licensing agreements include minimum guarantees, which set forth the minimum royalty to be paid to the Company during a given contract year. The Company will recognize the minimum guarantee revenue ratably over its related royalty period until such point that it is more likely than not that the total revenue during the royalty period will exceed the minimum royalty. If during the royalty period, management determines that total revenue will exceed the minimum royalty, the revenue recognized during each reporting period will reflect royalties earned on the underlying product sales.
Direct Operating Costs
Direct operating costs primarily include costs associated with our athletes and talent, marketing, venue costs related to live events, expenses associated with the production of events and experiences, event ticket sales and fees for media rights. These costs include required payments related to media sales agency contracts when minimum sales guarantees are not met, materials and related costs associated with consumer product merchandise sales, commissions and direct costs with distributors, as well as certain service fees paid to Endeavor Group Holdings, Inc. under the Services Agreement and Transition Services Agreement.
Selling, General and Administrative Expenses
Selling, general and administrative expenses primarily include personnel costs as well as rent, travel, professional service costs, overhead required to support operations, and certain service fees paid to Endeavor Group Holdings, Inc. under the Services Agreement and Transition Services Agreement.
Cash and Cash Equivalents
Cash and cash equivalents include demand deposit accounts and highly liquid money market accounts with original maturities of three months or less at the time of purchase.
Restricted Cash
Restricted cash primarily includes cash restricted as to withdrawal or usage under the terms of a contractual agreement.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with various major banks and other high-quality financial institutions. The Company periodically evaluates the relative credit standings of these banks and financial institutions. The Company’s accounts receivable are typically unsecured and a significant portion relates to trade receivables for events from various distributors, who collect and remit payments to the Company from individual operators as well as large broadcast and cable television and streaming networks with whom the Company licenses content. Significant portions of trade receivables also relate to third party venues.
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As of December 31, 2025 and 2024 there were no customers that accounted for 10% or more of the Company’s accounts receivable. For the year ended December 31, 2025, there was one customer included within the UFC and WWE segments who accounted for more than 10% of the Company's revenue. For the year ended December 31, 2024, there were two customers, one included within the UFC segment and one included within the WWE segment, who accounted for more than 10% of the Company's revenue. For the year ended December 31, 2023, there was one customer included within the UFC segment who accounted for more than 10% of the Company’s revenue.
Derivative Instruments and Hedging Activities
The Company uses interest rate swaps and cash flow hedges to manage exposure to the risk associated with interest rates on variable rate borrowings and foreign currency risks, respectively. The Company does not use derivatives for trading or speculative purposes. The Company recognizes derivative financial instruments at fair value as either assets or liabilities in the consolidated balance sheets.
The accounting for changes in fair value (i.e., gains or losses) of the interest rate swap and foreign currency agreements depends on whether they have been designated and qualify as part of a hedging relationship and the type of hedging relationship. Changes in the fair value of derivative instruments accounted for as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) until the hedged item affects earnings. For derivatives not designated as cash flow hedges, changes in fair value are recognized in earnings.
The Company evaluates whether its derivative financial instruments qualify for hedge accounting at the inception of the contract and has determined the financial instruments are not designated for hedge accounting. The fair value of the derivative financial instrument is recorded in the consolidated balance sheets. Changes in the fair value of the derivative financial instruments that are not designated for hedge accounting are reflected in the consolidated statements of operations.
In certain circumstances, the Company enters into contracts that are settled in currencies other than the functional or local currencies of the contracting parties. Accordingly, these contracts consist of the underlying operational contract and an embedded foreign currency derivative element. Hedge accounting is not applied to the embedded foreign currency derivative element. See Note 9, Financial Instruments, for further discussion of the Company’s financial instruments.
Foreign Currency
The Company has operations outside of the United States. Therefore, changes in the value of foreign currencies affect the consolidated financial statements when translated into U.S. Dollars. The functional currency for substantially all subsidiaries outside the U.S. is the local currency. Financial statements for these subsidiaries are translated into U.S. Dollars at period end exchange rates as to the assets and liabilities and monthly average exchange rates as to revenue, expenses and cash flows. For these countries, currency translation adjustments are recognized in shareholders’ equity as a component of accumulated other comprehensive income (loss), whereas transaction gains and losses are recognized in other (expense) income, net in the consolidated statements of operations. The Company recognized $13.7 million, $9.9 million and $(14.8) million of realized and unrealized foreign currency transaction losses (gains) for the years ended December 31, 2025, 2024 and 2023, respectively.
Accounts Receivable
Accounts receivable are recorded at net realizable value. Accounts receivable are presented net of an allowance for doubtful accounts, which is an estimate of expected losses. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of significant customers based on known delinquent activity or disputes and ongoing credit evaluations in addition to evaluating the historical loss rate on the pool of receivables. Accounts receivable includes contract assets (i.e., unbilled receivables), which are established when revenue is recognized, but due to contractual terms over the timing of invoicing, the Company does not have the right to invoice the customer or the right to payment of consideration for goods and services provided from the customer by the balance sheet date.
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Deferred Costs
Deferred costs principally relate to payments made to third-party vendors in advance of events taking place, hospitality prepayments, upfront contractual payments and prepayments on media and licensing rights fees and advances for content production or overhead costs. These costs are recognized when the event takes place or over the respective period of the media and licensing rights.
Property, Buildings and Equipment
Property, buildings and equipment are stated at historical cost less accumulated depreciation. Depreciation is charged against income over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of property and equipment are as follows:
| Years | ||
| Buildings | 35 - 40 years | |
| Leasehold improvements | Lesser of useful life or lease term | |
| Furniture, fixtures, office and other equipment | 2 - 28.5 years | |
| Production equipment | 3 - 7 years | |
| Computer hardware and software | 2 - 5 years |
Costs of normal repairs and maintenance are charged to expense as incurred.
Leases
The Company determines whether a contract contains a lease at contract inception. The Company has elected the short-term lease exemption, whereby leases with initial terms of one year or less are not capitalized and instead expensed generally on a straight-line basis over the lease term. The Company has also elected to not separate lease components from non-lease components across all lease categories. Instead, each separate lease component and non-lease component are accounted for as a single lease component. The Company is primarily a lessee with a lease portfolio comprised mainly of real estate and equipment leases. The right-of-use asset and lease liability are measured at the present value of the future minimum lease payments, with the right-of-use asset being subject to adjustments such as initial direct costs, prepaid lease payments and lease incentives. Due to the rate implicit in each lease not being readily determinable, the Company uses its incremental collateralized borrowing rate, or with respect to leases from the Acquired Businesses, EGH’s incremental collateralized borrowing rate, to determine the present value of the lease payments. The lease term includes periods covered by options to extend when it is reasonably certain the Company will exercise such options as well as periods subsequent to an option to terminate the lease if it is reasonably certain the Company will not exercise the termination option. Operating lease costs are recognized on a straight-line basis over the lease term. For finance leases, the Company records interest expense on the lease liability and straight-line amortization of the right-of-use asset over the lease term. Variable lease costs are recognized as incurred.
Business Combinations
The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses, including management’s estimation of the fair value of any contingent consideration, is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated statements of operations.
Goodwill
Goodwill is tested annually as of October 1 for impairment and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount of goodwill may not be recoverable. The Company has the option to perform a qualitative assessment to determine if an impairment is “more likely than not” to have occurred. If the Company can support the conclusion that the fair value of a reporting unit is greater than its carrying amount under the qualitative assessment, the Company would not need to perform the quantitative impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the Company must perform the quantitative impairment test. When the Company performs a quantitative test, it records the amount of goodwill impairment, if any, as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Charges resulting from an impairment test are recorded in impairment charges in the consolidated statements of operations.
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Goodwill attributable to the Acquired Businesses was recorded on the basis of EGH’s reporting units. The goodwill amounts carry with them the results of EGH’s impairment tests, akin to a reorganization of reporting units of EGH for which GAAP does not require retrospective testing of goodwill under the reorganized structure.
Intangible Assets
Intangible assets consist primarily of trade names and customer relationships. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. The estimated useful lives of finite-lived intangible assets are as follows:
| Years | ||
| Trademarks and trade names | 2 - 26 years | |
| Customers relationships | 2 - 22 years | |
| Other (includes internally developed software) | 2 - 15 years |
For intangible assets that are amortized, the Company evaluates assets for recoverability when there is an indication of potential impairment or when the useful lives are no longer appropriate. If the undiscounted cash flows from a group of assets being evaluated is less than the carrying value of that group of assets, the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value and an impairment loss is recognized for the difference between the fair value and carrying value, which is recorded in impairment charges in the consolidated statements of operations.
Identifiable indefinite-lived intangible assets are tested annually for impairment as of October 1 and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount may not be recoverable. The Company has the option to perform a qualitative assessment to determine if an impairment is "more likely than not" to have occurred. In the qualitative assessment, the Company must evaluate the totality of qualitative factors, including any recent fair value measurements, that impact whether an indefinite-lived intangible asset has a carrying amount that "more likely than not" exceeds its fair value. The Company must then conduct a quantitative analysis if the Company (1) determines that such an impairment is "more likely than not" to exist, or (2) forgoes the qualitative assessment entirely. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess and is recorded in impairment charges in the consolidated statements of operations.
Investments
For equity method investments, the Company periodically reviews the carrying value of its investments to determine if there has been an other-than-temporary decline in fair value below carrying value. For equity investments without readily determinable fair value, the Company performs a qualitative assessment at each reporting period. A variety of factors are considered when determining if an impairment exists, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent.
Content Costs
Content costs are included in other assets in the consolidated balance sheets. Depending on the predominant monetization strategy, content costs are amortized over the estimated period of ultimate revenue subject to an individual-film-forecast model or over the estimated usage of the film group. Such amortization is recorded in direct operating expenses in the consolidated statements of operations.
The Company produces live sports and taped content, which represent content costs predominantly monetized on a title-by-title basis that has a limited life to sell in secondary markets. As such, the Company recognizes all of the revenue associated with film and television costs when the programs are delivered and made available for telecast in the initial market resulting in simultaneously expensing all of the related film and television costs. Costs incurred in acquiring, licensing, and producing content for distribution on UFC FIGHT PASS are predominantly monetized as a film group, and are amortized straight-line over the shorter of the license term or the estimated period of use, which is currently three years. These estimates are reviewed at the end of each reporting period and adjustments, if any, will result in changes to amortization rates.
Unamortized content costs are also tested for impairment based on the predominant monetization strategy whenever there is an impairment indication, as a result of certain triggering events or changes in circumstances, whereby the fair value of the individual film and television content or collectively with others as a film group may be less than its unamortized costs. The impairment test compares the estimated fair value of the individual film and television content or collectively with others as a film group to the carrying value of the unamortized content costs. Where the unamortized content costs exceed the fair value, the excess is recorded as an impairment charge in the consolidated statements of operations. No impairment charges were recognized during the years ended December 31, 2025, 2024 or 2023.
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Content Production Incentives
As there is no currently effective authoritative guidance under GAAP on accounting for government assistance to for-profit business entities, the Company accounts for content production incentives by analogy to International Accounting Standard ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance. The Company is evaluating recently issued accounting guidance related to the accounting for government grants, which is not effective until 2029, to determine its potential impact on the Company's current accounting for government assistance (refer to Note 3, Recent Accounting Pronouncements for further detail).
The Company has access to various governmental programs primarily related to WWE that are designed to promote content production within the United States and certain international jurisdictions. Tax incentives earned with respect to expenditures on qualifying film production activities are included as an offset to other assets in the consolidated balance sheets. Tax incentives earned with respect to expenditures on qualifying capital projects are included as an offset to property, buildings and equipment, net in the consolidated balance sheets. Tax incentives earned with respect to expenditures on qualifying television and other production activities are recorded as an offset to production expenses within direct operating costs within the consolidated statements of operations. The Company recognizes these benefits when we have reasonable assurance regarding the realizable amount of the tax credits. The realizable amount is recorded within accounts receivable in the consolidated balance sheets until the Company receives the funds from the respective governmental jurisdiction.
Debt Issuance Costs
Costs incurred in connection with the issuance of the Company’s long-term debt have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense using the effective interest method. Costs incurred with the issuance of the Company’s revolving credit facilities have been deferred and amortized over the term of the facilities as a component of interest expense using the straight-line method. These deferred costs are included in other assets in the consolidated balance sheets.
Fair Value Measurements
The Company accounts for certain assets and liabilities at fair value. Fair value measurements are categorized within a fair value hierarchy, which is comprised of three categories. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The fair value hierarchy is composed of the following three categories:
Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurements.
The carrying values reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturities of these financial instruments.
Contingent Consideration
The Company has recorded contingent consideration liabilities in connection with its acquisitions. Contingent consideration is included in other current liabilities and other long-term liabilities in the consolidated balance sheets. Changes in fair value are recognized in selling, general and administrative expenses in the consolidated statements of operations. The estimated fair value of the contingent consideration is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.
The Company’s assets measured at fair value on a nonrecurring basis include investments, long-lived assets, indefinite-lived intangible assets and goodwill. These assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment (Note 6 and Note 7). The resulting fair value measurements of the assets are considered to be Level 3 measurements.
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Non-controlling Interests
Non-controlling interests in consolidated subsidiaries represent the component of equity in consolidated subsidiaries held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss.
Non-controlling interests with redemption features, such as put options, that are not solely within the Company’s control are considered redeemable non-controlling interests. Redeemable non-controlling interests are considered to be temporary equity and are reported in the mezzanine section between total liabilities and shareholders’ equity in the consolidated balance sheets. Redeemable non-controlling interests are recorded at the greater of carrying value, which is adjusted for the non-controlling interests’ share of net income or loss, or estimated redemption value at each reporting period. If the carrying value, after the income or loss attribution, is below the estimated redemption value at each reporting period, the Company remeasures the redeemable non-controlling interests to its redemption value.
Equity-Based Compensation
Incentive Awards
Equity-based compensation is accounted for in accordance with ASC Topic 718-10, Compensation-Stock Compensation. The Company records compensation costs related to its incentive awards. Equity-based compensation cost is measured at the grant date based on the fair value of the award. Compensation cost for time-based awards is recognized ratably over the applicable vesting period with forfeitures recognized as they occur. Compensation cost for performance-based awards with a performance condition is reassessed each period and recognized based upon the probability that the performance conditions will be achieved. The ultimate number of performance stock units (“PSUs”) that are issued to an employee is the result of actual performance achieved at the end of the performance period compared to the performance conditions. See Note 13, Equity-Based Compensation, for further discussion of the Company’s equity-based compensation.
Acquired Businesses Replacement Awards
In connection with the Endeavor Asset Acquisition, the Company converted each EGH RSU held by employees of the Acquired Businesses and independent contractors who provide services to the Acquired Businesses (in each case as of the closing of the Endeavor Asset Acquisition) into 0.22 TKO RSUs, subject to similar terms and conditions (the “Acquired Businesses Replacement Awards”). The value of the Acquired Businesses Replacement Awards were determined using merger consideration in the Endeavor Take-Private and the volume-weighted average sales price of TKO Class A common stock for the twenty-five trading days ending on October 23, 2024. Effective March 1, 2025, any equity-based compensation expense associated with these awards is included as part of the expense associated with the TKO 2023 Plan (as defined below).
WWE Replacement Awards
Pursuant to the TKO Transactions, awards of WWE RSUs and PSUs outstanding immediately prior to the completion of the TKO Transactions were converted into awards of TKO RSUs or PSUs, as applicable, on the same terms and conditions as were applicable immediately prior to the closing of the TKO Transactions. The value was set using the WWE Class A common stock closing price on the day prior to the closing of the TKO Transactions. The portion of the WWE Replacement Awards related to prior services rendered was included in the total consideration transferred. The cost of the remaining unvested RSUs is recognized straight-line over the remaining service period, typically three years, with forfeitures recognized as they occur and accruing dividend equivalents subject to the same vesting. PSUs, which also generally vest over three years and are subject to performance conditions, are re-measured each reporting period until the performance conditions are met based on estimated performance and the fair market value of the Company's common stock. PSU compensation cost is recognized using a graded-vesting method based on probability of meeting performance conditions, with forfeitures recognized as they occur and dividend equivalents accrue only after the performance conditions are met.
Earnings per Share
Earnings per share (“EPS”) is computed in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing the net income (loss) available to holders of TKO Class A common stock by the weighted average number of shares outstanding for the period. Diluted EPS is calculated by dividing the net income (loss) available for holders of TKO Class A common stock by the diluted weighted average shares outstanding for that period. Diluted EPS includes the determinants of basic EPS and, in addition, reflects the dilutive effect of additional shares of TKO Class A common stock issuable in exchange for redemption of certain non-controlling interests, as well as under the Company’s share based compensation plans (if dilutive), with adjustments to net income (loss) available for common stockholders for dilutive potential common shares.
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Shares of the Company’s Class B common stock, par value $0.00001 per share (the “TKO Class B common stock”) do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings (loss) per share of TKO Class B common stock under the two-class method has not been presented. However, shares of TKO Class B common stock outstanding for the period are considered potentially dilutive shares of TKO Class A common stock under application of the if-converted method and are included in the computation of diluted earnings (loss) per share, except when the effect would be anti-dilutive.
The Company may be required to calculate basic EPS using the two-class method as a result of its redeemable non-controlling interests. To the extent that the redemption value increases and exceeds the then-current fair value of a redeemable non-controlling interest, net income (loss) available to common stockholders (used to calculate EPS) could be negatively impacted by that increase, subject to certain limitations. The partial or full recovery of any reductions to net income (loss) available to common stockholders (used to calculate EPS) is limited to any cumulative prior-period reductions. There was no impact to EPS for such adjustments related to the redeemable non-controlling interests.
Income Taxes
TKO Group Holdings, Inc. was incorporated as a Delaware corporation in March 2023. As the sole managing member of TKO OpCo, TKO Group Holdings, Inc. ultimately controls TKO OpCo. TKO Group Holdings, Inc. is subject to corporate income taxes on its share of taxable income of TKO OpCo. TKO OpCo is treated as a partnership for U.S. federal income tax purposes and is therefore generally not subject to U.S. corporate income tax, other than entity-level income taxes in certain U.S. state and local jurisdictions. TKO OpCo’s foreign subsidiaries are subject to entity-level taxes and TKO OpCo’s U.S. subsidiaries are subject to foreign withholding taxes on sales in certain foreign jurisdictions which are included as a component of foreign current taxes. For the periods prior to the Endeavor Asset Acquisition, the Acquired Businesses primarily consisted of U.S. flow through entities that are not themselves subject to U.S. federal income taxes as well as some foreign subsidiaries and U.S. regarded corporations subject to entity level taxes. Income taxes related to the Acquired Businesses reflected in the combined tax provision are attributable to U.S. regarded entities and foreign entities subject to tax in their respective jurisdictions.
The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Significant factors considered by the Company in estimating the probability of the realization of deferred tax assets include expectations of future earnings and taxable income, as well as the application of tax laws in the jurisdictions in which the Company operates. A valuation allowance is provided when the Company determines that it is “more likely than not” that a portion of a deferred tax asset will not be realized.
ASC 740 prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is “more likely than not” to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected.
The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the consolidated statements of operations. Accrued interest and penalties are included in the related tax liability line in the consolidated balance sheets.
3. RECENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
In August 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires that a joint venture apply a new basis of accounting upon formation. The amendments in this update were effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with an option to apply the amendments retrospectively. Early adoption was permitted in any interim or annual period in which financial statements had not yet been issued. The Company adopted this guidance on January 1, 2025, with no material effect on the Company’s financial position or results of operations.
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company
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adopted this guidance for the year ended December 31, 2024 on a retrospective basis. See Note 19, Segment Information, for further detail.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that an entity annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate) as well as income taxes paid disaggregated by jurisdiction. The amendments in this Update were effective for all entities for fiscal years beginning after December 15, 2024. The Company adopted this guidance on January 1, 2025 with no effect on the Company's financial position or results of operations. See Note 15, Income Taxes, for further detail.
In March 2024, the FASB issued ASU 2024-02, Codification Improvements – Amendments to Remove References to the Concepts Statements. This ASU amends the Accounting Standards Codification (“ASC”) to remove references to various FASB Concepts Statements to simplify the ASC and draw a distinction between authoritative and nonauthoritative literature. The amendments in this update apply to all reporting entities within the scope of the affected accounting guidance, and were effective for public entities for fiscal years beginning after December 15, 2024. Early adoption was permitted in any interim or annual period in which financial statements had not yet been issued. The Company adopted this guidance on January 1, 2025, with no material effect on the Company's financial position or results of operations.
Recently Issued Accounting Pronouncements
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532, Disclosure Update and Simplification, which was issued in 2018. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If, by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Additionally, in January 2025, the FASB issued ASU 2025-01, Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU 2024-03. This ASU improves expense disclosures by requiring disclosure of additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods. The amendments in this update, as clarified, are effective for public business entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("VIE"). This ASU clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business. The ASU is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted, and the ASU is to be applied prospectively to acquisitions after the adoption date. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU amends ASC 326-20 to provide a practical expedient (for all entities) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted, and the amendments should be applied prospectively. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025‑06, Targeted Improvements to the Accounting for Internal‑Use Software (ASC 350‑40). The update eliminates references to development stages throughout ASC 350-40 and introduces a new capitalization threshold requiring (1) management authorization with funding commitment and (2) a determination that it is probable the project will be completed and used as intended. Additionally, the ASU aligns disclosures with ASC 360‑10 - Property, Plant, and Equipment for all capitalized software. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption permitted, and entities may adopt using a retrospective, prospective, or modified transition approach. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance for the recognition, measurement, and disclosure of government
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grants to business entities. The ASU provides a single model for determining when a grant is within the scope of Topic 832, when to recognize grant income (based on satisfaction of eligibility requirements), and how to present grant-related assets, liabilities, and income in the financial statements. The amendments also introduce new qualitative and quantitative disclosure requirements regarding the nature, terms, and financial statement effects of government grants. The ASU is effective for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years. Early adoption permitted and the amendments in this update can be applied using a modified prospective approach, a modified retrospective approach, or on a retrospective basis. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which makes targeted amendments to interim reporting requirements. The ASU is intended to improve the consistency, clarity, and decision usefulness of interim financial information by refining certain disclosure requirements, clarifying the application of existing guidance, and enhancing alignment between interim and annual reporting requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments in this update can be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The ASU addresses multiple technical corrections, clarifications, and minor improvements to existing guidance in the Codification to correct unintended application issues and improve the usability of guidance without making substantial changes to existing standards. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption permitted and the amendments in this update can be applied prospectively or retrospectively. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
4. ACQUISITION OF WWE
TKO Transactions Overview
On September 12, 2023 (the “Closing Date”), the TKO Transactions combining the UFC and WWE businesses was completed, resulting in the newly formed public company, TKO. Under the terms of the Transaction Agreement, EGH/and or its subsidiaries received a 51.0% controlling non-economic voting interest in TKO and a 51.0% economic interest in the operating subsidiary, TKO OpCo. Former WWE stockholders received a 49% voting interest in TKO and a 100% economic interest in TKO, which in turn holds a 49.0% economic interest in TKO OpCo.
The TKO Transactions have been accounted for as a reverse acquisition of WWE using the acquisition method of accounting in accordance with the guidance of ASC 805, Business Combinations (“ASC 805”), with TKO OpCo, the legal acquiree, treated as the accounting acquirer.
The weighted average life of finite-lived intangible assets acquired was 20.3 years, which consisted of trademarks and trade names with a weighted average life of 25.0 years, customer relationships with a weighted average life of 11.3 years and other intangible assets with a weighted average life of 3.6 years. See Note 6, Goodwill and Intangible Assets, for the estimated annual amortization of intangible assets acquired in the TKO Transactions for the next five years and thereafter.
In connection with the TKO Transactions, the Company incurred transaction costs of $2.7 million, $1.9 million and $83.8 million for the years ended December 31, 2025, 2024 and 2023, respectively, which were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations.
Consideration Transferred
The fair value of the consideration transferred was $8,432.1 million, which consisted of 83,161,123 shares of TKO Class A common stock valued at $8,061.8 million, WWE Replacement Awards valued at $49.3 million (attributable to pre-combination vesting) and $321.0 million of deferred consideration which was paid on September 29, 2023 to former WWE shareholders in the form of a special dividend. Pursuant to the TKO Transactions, awards of WWE RSUs and PSUs outstanding immediately prior to the completion of the TKO Transactions were converted into awards of TKO RSUs or PSUs, as applicable, on the same terms and conditions as were applicable immediately prior to the Closing Date.
Allocation of Purchase Price
The Company allocated the purchase price to the fair value of WWE’s identifiable assets and liabilities as of the Closing Date, with the excess purchase price recorded as goodwill (primarily attributable to synergies and other intangible assets not qualifying for separate recognition). The purchase price allocation reflects fair value estimates, including measurement period adjustments, based on management analysis, including work performed by third-party valuation specialists. The effects of measurement period adjustments made during the year ended December 31, 2024 were not material to the Company’s consolidated financial statements.
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A summary of the final purchase price allocation is as follows:
| Cash and cash equivalents | $ | 381,153 | ||
| Accounts receivable | 105,237 | |||
| Other current assets | 89,256 | |||
| Property, buildings and equipment | 398,004 | |||
| Intangible assets | ||||
| Trademarks and trade names | 2,188,200 | |||
| Customer relationships | 900,500 | |||
| Other | 128,300 | |||
| Goodwill | 5,063,067 | |||
| Finance lease right of use assets | 257,359 | |||
| Operating lease right of use assets | 12,337 | |||
| Investments | 12,007 | |||
| Other assets | 25,928 | |||
| Deferred tax liabilities | (379,601 | ) | ||
| Accounts payable and accrued liabilities | (124,280 | ) | ||
| Current portion of long-term debt | (16,934 | ) | ||
| Deferred revenue | (54,190 | ) | ||
| Finance lease liabilities | (255,940 | ) | ||
| Operating lease liabilities | (12,224 | ) | ||
| Other long-term liabilities | (2,527 | ) | ||
| Additional paid-in-capital (1) | (283,591 | ) | ||
| Net assets acquired | $ | 8,432,061 |
(1)
The additional paid-in-capital amount represents incremental goodwill related to deferred tax liabilities recorded at TKO’s parent company in connection with the acquisition of WWE.
The fair value of the nonredeemable non-controlling interest of $4,521.8 million was calculated as EGH’s initial 51.9% ownership interest in TKO OpCo’s net assets. TKO OpCo’s net assets differ from TKO consolidated net assets primarily due to the net deferred tax liabilities for which the non-controlling interest does not have economic rights.
Consolidated Statement of Operations for the period from September 12, 2023 through December 31, 2023
The following supplemental information presents the financial results of WWE operations included in the consolidated statement of operations for the period from September 12, 2023 through December 31, 2023 (in thousands):
| Revenue | $ | 382,767 | ||
| Net loss | $ | (73,279 | ) |
Supplemental Pro Forma Financial Information
The following unaudited pro forma results of operations for the year ended December 31, 2023, as if the TKO Transactions had occurred as of January 1, 2023 (in thousands):
| Year Ended December 31, | ||||
| 2023 | ||||
| Pro forma revenue | $ | 4,168,395 | ||
| Pro forma net income | 208,802 |
The pro forma information includes the historical operating results of the Company and WWE prior to the TKO Transactions, with adjustments directly attributable to the business combination. Pro forma adjustments have been made to reflect the adjustment of nonrecurring transaction costs of $271.1 million, of which $187.3 million was incurred by WWE prior to the TKO Transactions. The remaining pro forma adjustments are primarily related to incremental expenses associated with intangible asset amortization, service fees paid by the Company to EGH pursuant to the Services Agreement, compensation expense for two key executives, and equity-based compensation related to the WWE Replacement Awards.
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5. SUPPLEMENTARY DATA
Property, Buildings and Equipment, net
Property, buildings and equipment, net consisted of the following (in thousands):
| As of | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Buildings and improvements | $ | 454,790 | $ | 424,542 | ||||
| Land and land improvements | 51,908 | 50,626 | ||||||
| Furniture and fixtures | 93,687 | 85,804 | ||||||
| Office, computer and other equipment | 340,556 | 299,654 | ||||||
| Construction in progress | 70,252 | 48,483 | ||||||
| 1,011,193 | 909,109 | |||||||
| Less: accumulated depreciation | (371,263 | ) | (279,205 | ) | ||||
| Total Property, buildings and equipment, net | $ | 639,930 | $ | 629,904 |
Depreciation expense for property, buildings and equipment totaled $91.2 million, $93.2 million and $48.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.
During the year ended December 31, 2025, the Company recognized impairment charges of $3.1 million within the IMG segment related to the write-off of certain assets that are no longer in use. The impairment charges are included as a component of selling, general and administrative expenses within the Company’s consolidated statements of operations.
During the second quarter of 2024, the Company reclassified cost and accumulated depreciation of $53.4 million and $5.6 million, respectively, related to property, buildings and equipment associated with the previous WWE media production center in Stamford, Connecticut as held for sale, as the Company moved media production to the new WWE headquarters. During the year ended December 31, 2024, the Company recognized impairment charges of $27.9 million within the WWE segment as a result of reducing the carrying value of assets held for sale to their fair value less cost to sell, which is included as a component of selling, general and administrative expenses within the Company’s consolidated statements of operations. The Company received net proceeds of $28.0 million upon completion of the sale of these assets during the fourth quarter of 2024.
Valuation and Qualifying Accounts
| Balance at | Charged to | Foreign | Balance at | |||||||||||||||||
| Beginning | Costs and | Exchange | End of | |||||||||||||||||
| of Year | Expenses | Deductions | and Other | Year | ||||||||||||||||
| Allowance for doubtful accounts | ||||||||||||||||||||
| Year Ended December 31, 2025 | $ | 20,639 | $ | 12,838 | $ | (2,916 | ) | $ | 172 | $ | 30,733 | |||||||||
| Year Ended December 31, 2024 | $ | 22,537 | $ | 4,063 | $ | (5,354 | ) | $ | (607 | ) | $ | 20,639 | ||||||||
| Year Ended December 31, 2023 | $ | 18,108 | $ | 10,833 | $ | (6,948 | ) | $ | 544 | $ | 22,537 | |||||||||
| Deferred tax valuation allowance | ||||||||||||||||||||
| Year Ended December 31, 2025 | $ | 36,616 | $ | 8,021 | $ | — | $ | 321 | $ | 44,958 | ||||||||||
| Year Ended December 31, 2024 | $ | 16,166 | $ | 20,547 | $ | — | $ | (97 | ) | $ | 36,616 | |||||||||
| Year Ended December 31, 2023 | $ | 536 | $ | 15,639 | $ | — | $ | (9 | ) | $ | 16,166 |
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Film and Television Content Costs
Amortization and impairment of content costs, which are included as a component of direct operating costs in the consolidated statement of operations, consisted of the following (in thousands):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Content production amortization expense - assets monetized individually | $ | 5,786 | $ | 5,262 | $ | 5,028 | ||||||
| Content production amortization expense - assets monetized as a film group | 20,471 | 22,260 | 19,944 | |||||||||
| Content production impairment charges | — | — | — | |||||||||
| Total amortization and impairment of content costs | $ | 26,257 | $ | 27,522 | $ | 24,972 |
Other Current Assets
The following is a summary of other current assets (in thousands):
| As of | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Prepaid sign-on fee for hospitality rights | $ | 100,000 | $ | - | ||||
| Inventory | 57,126 | 50,314 | ||||||
| Prepaid taxes | 56,882 | 68,345 | ||||||
| Other current receivables | 36,341 | 20,825 | ||||||
| Prepaid event and production-related costs | 33,406 | 29,236 | ||||||
| Prepaid insurance | 8,983 | 9,772 | ||||||
| Amounts due from the Group (Note 22) | 7,259 | 30,450 | ||||||
| Assets held for sale | — | 4,458 | ||||||
| Other | 50,021 | 34,710 | ||||||
| Total | $ | 350,018 | $ | 248,110 |
Accrued Liabilities
The following is a summary of accrued liabilities (in thousands):
| As of | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Payroll-related costs | $ | 200,373 | $ | 153,014 | ||||
| Event and production-related costs | 147,628 | 113,705 | ||||||
| Legal and professional fees | 45,775 | 28,362 | ||||||
| Accrued customer refunds | 32,702 | 50,471 | ||||||
| Interest | 24,815 | 21,191 | ||||||
| Accrued capital expenditures | 8,724 | 13,090 | ||||||
| Legal settlements | - | 250,000 | ||||||
| Other | 66,286 | 40,399 | ||||||
| Total | $ | 526,303 | $ | 670,232 |
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Other Current Liabilities
The following is a summary of other current liabilities (in thousands):
| As of | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Collections due to third parties (1) | $ | 333,550 | $ | — | ||||
| Amounts due to the Group (Note 22) | 31,890 | 12,077 | ||||||
| Other | 19,148 | 8,852 | ||||||
| Total | $ | 384,588 | $ | 20,929 |
(1)
Collections due to third parties represents amounts collected in advance for future event-related services and other contractual obligations, most of which is payable to third-party rights holders under contractual agreements.
6. GOODWILL AND INTANGIBLE ASSETS
Goodwill
The changes in the carrying value of Goodwill are as follows (in thousands):
| UFC (1) | WWE (2) | IMG | Corporate and Other | Total | ||||||||||||||||
| Balance — December 31, 2023 | $ | 2,602,639 | $ | 5,063,846 | 738,135 | 39,780 | $ | 8,444,400 | ||||||||||||
| Acquisitions | — | (707 | ) | — | — | (707 | ) | |||||||||||||
| Foreign currency translation and other | — | (1,559 | ) | (141 | ) | — | (1,700 | ) | ||||||||||||
| Balance — December 31, 2024 | 2,602,639 | 5,061,580 | 737,994 | 39,780 | 8,441,993 | |||||||||||||||
| Acquisitions | — | 2,133 | — | — | 2,133 | |||||||||||||||
| Foreign exchange | — | 78 | 682 | — | 760 | |||||||||||||||
| Balance — December 31, 2025 | $ | 2,602,639 | $ | 5,063,791 | $ | 738,676 | $ | 39,780 | $ | 8,444,886 |
(1)
Reflects goodwill resulting from the Company’s election to apply pushdown accounting to reflect EGH’s new basis of accounting in the UFC’s assets and liabilities, including goodwill, which occurred during 2016.
(2)
Reflects goodwill primarily resulting from the TKO Transactions. See Note 4, Acquisition of WWE, for further information.
There were no dispositions or impairments to goodwill during the years ended December 31, 2025 and 2024.
Intangible Assets, net
The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2025 (in thousands):
| Gross Amount | Accumulated Amortization | Carrying Value | ||||||||||
| Finite-lived: | ||||||||||||
| Trademarks and trade names | $ | 3,020,370 | $ | (622,261 | ) | $ | 2,398,109 | |||||
| Customer relationships | 1,639,552 | (988,742 | ) | 650,810 | ||||||||
| Other (1) | 189,758 | (118,353 | ) | 71,405 | ||||||||
| $ | 4,849,680 | $ | (1,729,356 | ) | $ | 3,120,324 | ||||||
| Indefinite-lived: | ||||||||||||
| Trademarks and trade names | $ | 187,910 | $ | — | $ | 187,910 | ||||||
| Owned events | 19,628 | — | 19,628 | |||||||||
| Total intangible assets | $ | 5,057,218 | $ | (1,729,356 | ) | $ | 3,327,862 |
(1)
Other intangible assets as of December 31, 2025 primarily consisted of talent roster, internally developed software and content library assets acquired through the business combination with WWE in September 2023. See Note 4, Acquisition of WWE, for further information.
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The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2024 (in thousands):
| Gross Amount | Accumulated Amortization | Carrying Value | ||||||||||
| Finite-lived: | ||||||||||||
| Trademarks and trade names | $ | 3,011,169 | $ | (489,148 | ) | $ | 2,522,021 | |||||
| Customer relationships | 1,630,070 | (792,389 | ) | 837,681 | ||||||||
| Other (1) | 165,998 | (76,366 | ) | 89,632 | ||||||||
| $ | 4,807,237 | $ | (1,357,903 | ) | $ | 3,449,334 | ||||||
| Indefinite-lived: | ||||||||||||
| Trademarks and trade names | $ | 181,649 | $ | — | $ | 181,649 | ||||||
| Owned events | 18,920 | — | 18,920 | |||||||||
| Total intangible assets | $ | 5,007,806 | $ | (1,357,903 | ) | $ | 3,649,903 |
(1)
Other intangible assets as of December 31, 2024 primarily consisted of talent roster, internally developed software and content library assets acquired through the business combination with WWE in September 2023. See Note 4, Acquisition of WWE, for further information.
Amortization of intangible assets was $367.8 million, $341.9 million, and $168.7 million during the years ended December 31, 2025, 2024 and 2023, respectively, which is recognized within depreciation and amortization in the consolidated statements of operations.
During the third quarter of 2025, following the modification of a related media revenue arrangement, the Company modified the remaining useful life for one of its customer relationships assets within the WWE segment. The change in useful life of this asset resulted in the acceleration of $80.1 million of amortization expenses during the year ended December 31, 2025.
Estimated annual intangible amortization, including amortization of intangible assets acquired in the TKO Transactions and the Endeavor Asset Acquisition, for the next five years and thereafter is as follows (in thousands):
| Total | ||||
| 2026 | $ | 308,774 | ||
| 2027 | 228,020 | |||
| 2028 | 210,289 | |||
| 2029 | 206,994 | |||
| 2030 | 190,895 | |||
| Thereafter | 1,975,352 | |||
| Total remaining amortization | $ | 3,120,324 |
Annual Impairment Assessments
During the years ended December 31, 2025, 2024 and 2023, the Company completed its annual impairment review of goodwill and indefinite-lived intangibles. The Company did not record any impairment charges related to such reviews during the years ended December 31, 2025 and 2024. For the year ended December 31, 2023, the Company recorded total non-cash impairment charges of $7.5 million for goodwill and $14.0 million for trade names driven by lower projections. These impairment charges are related to the IMG segment and are included as impairment charges within the Company’s consolidated statements of operations. The Company’s fair value of goodwill was determined by EGH’s assessment based on discounted cash flows using an applicable discount rate for the reporting units containing the Acquired Businesses. Intangible assets were valued based on a relief from royalty method or an excess earnings method.
7. INVESTMENTS
The following is a summary of the Company’s investments (in thousands):
| As of | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Equity method investments (1) | $ | 103,056 | $ | 79,934 | ||||
| Nonmarketable equity investments without readily determinable fair values | 28,423 | 21,205 | ||||||
| Nonmarketable equity investments with readily determinable fair values | 76 | 76 | ||||||
| Total investment securities | $ | 131,555 | $ | 101,215 |
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(1)
The book value of three equity method investments exceeded the Company’s percentage ownership share of their underlying net assets by $29.3 million, $22.6 million, and $8.2 million as of December 31, 2025, and by $27.3 million, $0.0 million, and $8.7 million as of December 31, 2024, respectively. The basis differences, primarily resulting from acquisition purchase price step-ups on the investments, are accounted for as goodwill (as a component of the investment), which is not tested for impairment separately. Instead, the investments are tested if there are indicators of an other-than-temporary decline in carrying value.
Equity Method Investments
As of December 31, 2025, the Company’s equity method investments are primarily comprised of Sports News Television Limited and EverPass Holdco LLC. The Company’s ownership of its equity method investments ranges from 7% to 50% as of December 31, 2025.
The Company has an approximately 50% ownership stake in Sports News Television LP (“SNTV”), which provides sports news videos globally. The Company recognized equity earnings of $5.2 million, $5.6 million and $5.5 million for the years ended December 31, 2025, 2024 and 2023, respectively, and the investment balance was $30.0 million and $27.9 million as of December 31, 2025 and 2024, respectively. The Company also received distributions of $5.1 million, $5.6 million and $5.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.
In July 2024, the Company paid $15.0 million in exchange for an approximately 5% ownership stake in EverPass Holdco LLC, which owns a live sports media platform that assists in distributing live sports and entertainment content to bars, restaurants, hotels and other commercial venues. The Company also made an additional pro rata capital contribution of $2.0 million in September 2024. In 2025, the Company paid an additional $13.0 million in exchange for an approximately 2.36% additional ownership stake in EverPass Holdco LLC. The Company has accounted for this investment using the equity method of accounting and will recognize its proportionate share of income or loss in future periods. There have been no distributions for the years ended December 31, 2025 and 2024.
In February 2024, the Company paid $11.7 million in exchange for an approximately 30% equity interest in Wiz-Team SA, which provides event management services. The Company has accounted for this investment using the equity method of accounting. As of December 31, 2025 and December 31, 2024 the investment balance was $11.0 million. For the years ended December 31, 2025 and 2024, the Company recorded less than $0.1 million of equity gains and $0.7 million of equity losses from this equity method investment, respectively.
The Company has an approximately 7% ownership stake in Monkey Spirit, LLC, which owns the IP license to distribute Howler Head branded products and beverages. During the year ended December 31, 2024, the Company recognized an other-than-temporary impairment charge of $2.7 million to fully write off this investment due to the business's decision to wind down operations. The Company recognized equity losses of $0.9 million for the year ended December 31, 2023.
In March 2025, the Company entered into a joint venture with Sela Company to launch a global boxing promotion business. Sela Company holds a majority of the common equity units, while TKO was granted in-substance common stock in the form of profit interests, subject to vesting upon the achievement of certain future milestones. TKO will also provide executive and operational services to the joint venture under a services agreement with an annual fee over an initial five-year term. During the year ended December 31, 2025, 25% of the total grant date fair value of the profit interests vested due to achievement of specified milestones.
Excluding the impact of impairment charges noted above, the Company recognized equity earnings of $13.4 million, $4.5 million, and $9.2 million, during the years ended December 31, 2025, 2024 and 2023, respectively, from its equity method investments. During the years ended December 31, 2025, 2024 and 2023, the Company received distributions of $11.1 million, $9.7 million and $8.5 million, respectively, from these equity method investments. During the year ended December 31, 2025, the Company recorded a net loss on sale of equity method investments of $9.6 million and received total proceeds of $1.5 million.
Nonmarketable Equity Investments Without Readily Determinable Fair Values
As of December 31, 2025 and 2024, the Company held various investments in nonmarketable equity instruments of private companies.
The Company did not record any impairment charges on these investments during the years ended December 31, 2025, 2024 or 2023. In addition, there were no observable price change events that were completed during the years ended December 31, 2025, 2024 or 2023.
The fair value measurements of the Company’s equity investments and nonmarketable equity investments without readily determinable fair values are classified within Level 3 as significant unobservable inputs are used as part of the determination of fair value. Significant unobservable inputs may include variables such as near-term prospects of the investees, recent financing activities of the investees, and the investees' capital structure, as well as other economic variables, which reflect assumptions market participants would use in pricing these assets. For equity investments without readily determinable fair values, the Company has elected to use the
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measurement alternative to fair value that will allow these investments to be recorded at cost, less impairment, and adjusted for subsequent observable price changes.
8. DEBT
The following is a summary of the Company’s outstanding debt (in thousands):
| As of | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| First Lien Term Loan (due November 2031) | $ | 3,717,569 | $ | 2,750,000 | ||||
| Other Secured Loans | 63,067 | 30,267 | ||||||
| Notes Payable | 2,552 | 4,800 | ||||||
| Total principal | 3,783,188 | 2,785,067 | ||||||
| Unamortized discount | (9,761 | ) | (10,154 | ) | ||||
| Unamortized debt issuance cost | (11,303 | ) | (12,631 | ) | ||||
| Total debt | 3,762,124 | 2,762,282 | ||||||
| Less: Current portion of long-term debt | (38,061 | ) | (26,977 | ) | ||||
| Total long-term debt | $ | 3,724,063 | $ | 2,735,305 |
First Lien Term Loan (due November 2031)
As of December 31, 2025 and 2024, the Company had $3.7 billion and $2.8 billion, respectively, outstanding under a credit agreement dated August 18, 2016 (as amended and/or restated, the “First Lien Credit Agreement,” by and among Zuffa Guarantor, LLC (n/k/a “TKO Guarantor, LLC” or "TKO Guarantor"), UFC Holdings, LLC (n//k/a “TKO Worldwide Holdings, LLC” or “TKO Worldwide Holdings”), as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, which was entered into in connection with the acquisition of Zuffa by EGH in 2016. TKO OpCo and TKO are holding companies with limited business operations, cash flows, assets and liabilities other than the equity interests in the borrower entities Zuffa Guarantor and UFC Holdings.
On September 15, 2025 (the “Credit Agreement Closing Date”), TKO Worldwide Holdings entered into the Sixth Refinancing Amendment (the “Credit Agreement Amendment”). The Credit Agreement Amendment, among other things: (i) refinanced and replaced the outstanding first lien term loans (the "Existing Term Loans") with a new class of first lien secured term loans, (ii) provided for an additional $1.0 billion incremental first lien secured term loan as a fungible increase to the Existing Term Loans of $2.8 billion (the “New Term Loans”), (iii) extended the maturity of the existing $205.0 million revolving credit facility from November 21, 2029 to September 15, 2030 (the "Revolving Credit Facility" and together with the New Term Loans, the "Credit Facilities"), and (iv) made certain other changes to the First Lien Credit Agreement. The Credit Facilities are secured by liens on substantially all of the assets of TKO Guarantor and TKO Worldwide Holdings and certain subsidiaries thereof.
The New Term Loans accrue interest, at the option of the borrower, at either (a) Term SOFR plus 2.00% (with a SOFR floor of 0.00%) or (b) the Alternate Base Rate (“ABR”) plus 1.00% (with an ABR floor of 1.00%). The New Term Loans' interest rate totaled 5.87% as of December 31, 2025. The New Term Loans have the same amortization schedule as the Existing Term Loans and collectively amortizes in equal quarterly installments and matures on November 21, 2031.
The Company incurred $9.0 million and $19.4 million, respectively, in transaction costs related to amendments associated with the First Lien Credit Agreement during the years ended December 31, 2025 and 2024. Of these amounts, $8.7 million and $16.2 million, respectively, related to modification arrangements which are included within selling, general and administrative expenses on the Company’s consolidated statements of operations, while the remaining $0.3 million and $3.2 million, respectively, associated with new lenders entering the syndication were capitalized as a component of long-term debt on the Company's consolidated balance sheets.
Borrowings under the Revolving Credit Facility now accrue interest at either (a) Term SOFR plus 1.75% to 2.00% (depending on the First Lien Leverage Ratio) with a SOFR floor of 0.00% or (b) ABR plus 0.75% to 1.00% (with an ABR floor of 1.00%).
In April 2024, TKO Worldwide Holdings borrowed $150.0 million under its existing revolving credit facility to fund certain share repurchases that occurred during the second quarter of 2024, as discussed in Note 10, Stockholders’ Equity. In June 2024, TKO Worldwide Holdings fully repaid the $150.0 million outstanding. As of December 31, 2025 and 2024, there was no outstanding balance under the Revolving Credit Facility.
The First Lien Credit Agreement contains a financial covenant that requires the Company to maintain, commencing with the fiscal quarter ended June 30, 2025, a First Lien Leverage Ratio of Consolidated First Lien Debt to Consolidated EBITDA of 8.25-to-1. The Company is only required to comply with the foregoing financial covenant if the sum of outstanding borrowings under the Revolving Credit Facility is (excluding any letters of credit, whether drawn or undrawn) is greater than the greater of (i) $85.0 million and (ii) forty
F-29
percent of the borrowing capacity of the Revolving Credit Facility. This covenant did not apply as of December 31, 2025 and December 31, 2024, as the Company had no borrowings outstanding under the Revolving Credit Facility.
TKO Worldwide Holdings had outstanding letters of credit of $1.1 million as of December 31, 2025 and none as of December 31, 2024.
The Credit Facilities restrict the ability of certain subsidiaries of the Company to make distributions and other payments to the Company. These restrictions include exceptions for, among other things, (1) amounts necessary to make tax payments, (2) a limited annual amount for employee equity repurchases, (3) distributions required to fund certain parent entities, (4) other specific allowable situations and (5) a general restricted payment basket, which generally provides for no restrictions as long as the Total Leverage Ratio (as defined in the First Lien Credit Agreement) is less than 5.0x.
The estimated fair values of the Company’s outstanding term loans are based on quoted market values for the debt. As of December 31, 2025 and 2024, the face amount of the Company’s term loans approximated their fair value.
As of December 31, 2025, TKO held net long-term deferred income tax liabilities of $297.2 million. Otherwise, TKO has no material separate cash flows or assets or liabilities other than the investments in its subsidiaries. All its business operations are conducted through its operating subsidiaries; it has no material independent operations. TKO has no other material commitments or guarantees. As a result of the restrictions described above, substantially all of the subsidiaries’ net assets are effectively restricted from being transferred to TKO as of December 31, 2025.
Other Secured Loans
As of December 31, 2025 and 2024, the Company had $63.1 million and $30.3 million, respectively, of other secured loans outstanding, which were entered into in order to finance the purchase of certain assets. These loans are secured by the underlying assets of the Company and bear interest at rates ranging from SOFR plus 1.70% to SOFR plus 2.25%. Principal amortization is payable in monthly installments with any remaining balance payable on the final maturity dates of November 1, 2028 and January 1, 2031.
One of the Company's other secured loans contains a financial covenant that requires the Company to maintain a Debt Service Coverage Ratio of consolidated debt to Adjusted EBITDA as defined in the applicable loan agreements of no less than 1.15-to-1 as measured on an annual basis. As of December 31, 2025 and 2024, the Company was in compliance with its financial debt covenant under this secured loan.
Debt Maturities
The Company will be required to repay the following principal amounts in connection with its debt obligations (in thousands):
| 2026 | $ | 40,862 | ||
| 2027 | 41,756 | |||
| 2028 | 65,596 | |||
| 2029 | 40,098 | |||
| 2030 | 40,062 | |||
| Thereafter | 3,554,814 | |||
| $ | 3,783,188 |
9. FINANCIAL INSTRUMENTS
Other Secured Loans Swap
In October 2018, in connection with certain secured loans to finance the purchase of certain assets, the Company entered into a swap for $40.0 million notional effective November 1, 2018 with a termination date of November 1, 2028. The swap required the Company to pay a fixed rate of 4.99% and receive the total of LIBOR plus 1.62%, which totaled 3.97% as of December 31, 2018. The Company entered into this swap to hedge certain of its interest rate risks on its variable rate debt. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions. The Company has designated the interest rate swap as a cash flow hedge, and all changes in fair value are recognized in other comprehensive income until the hedged interest payments affect earnings.
In May 2023, the Company amended this secured loan and associated interest rate swap to replace the LIBOR reference rate with Term SOFR. The swap requires the Company to pay a fixed rate of 4.99% and receive the total of SOFR plus 1.70%, which totaled 5.52% as of December 31, 2025.
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Prior to the May 2023 amendment the fair value of the swap was based on commonly quoted monthly LIBOR rates. Subsequent to this amendment, the fair value of the swap is based on commonly quoted monthly Term SOFR rates. Both the LIBOR and Term SOFR reference rates are considered observable inputs representing a Level 2 measurement within the fair value hierarchy. The fair value of the swap was less than $0.1 million and $0.7 million as of December 31, 2025 and 2024, respectively, and was included in other assets in the consolidated balance sheets. The total change in fair value of the swap’s asset position included in accumulated other comprehensive loss was a decrease of $0.7 million, a decrease of $0.4 million and an increase of $0.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Company reclassified $0.3 million, $0.3 million and $0.3 million of the increase in fair value into net income during years ended December 31, 2025, 2024 and 2023, respectively, representing the amortization of the cash flow hedge fair value to net income.
Forward Foreign Exchange Contracts
The Company enters into forward foreign exchange contracts that economically hedge certain of its foreign currency risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions.
As of December 31, 2024, the Company had outstanding foreign exchange contracts related to the British Pound Sterling (GBP 4.6 million in exchange for $3.6 million at a weighted average exchange rate of $1 USD to 0.79 GPB). These contracts had a maturity of less than 12 months and are no longer outstanding as of December 31, 2025.
For forward foreign exchange contracts not designated as cash flow hedges, the Company recorded net (losses) gains of $(1.5) million, $(0.3) million and $3.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. These amounts were included in other (expense) income, net in the consolidated statements of operations.
In certain circumstances, the Company enters into contracts that are settled in currencies other than the functional or local currencies of the contracting parties. Accordingly, these contracts consist of the underlying operational contract and an embedded foreign currency derivative element. Hedge accounting is not applied to the embedded foreign currency derivative element. The Company recorded net gains (losses) of $0.1 million, $3.2 million and $1.7 million for the years ended December 31, 2025, 2024 and 2023, respectively, in other income (expense), net in the consolidated statements of operations.
10. STOCKHOLDERS’/MEMBERS’ EQUITY
Amendment and Restatement of Certificate of Incorporation
On September 12, 2023, the Company amended and restated its certificate of incorporation to, among other things, provide for the (a) authorization of 5,000,000,000 shares of Class A common stock with a par value of $0.00001 per share, (b) authorization of 5,000,000,000 shares of Class B common stock with a par value of $0.00001 per share, (c) authorization of 1,000,000,000 shares of preferred stock with a par value of $0.00001 per share, and (d) establishment of a board of directors consisting of eleven members, each of which will serve for one-year terms. On January 23, 2024, the board of directors increased the size of the board from eleven to thirteen.
Holders of TKO Class A common stock and holders of TKO Class B common stock are entitled to one vote per share on all matters on which shareholders generally are entitled to vote and, except as otherwise required, will vote together as a single class. Holders of TKO Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the affairs of the Company.
On September 12, 2023, the Company issued 83,161,123 shares of TKO Class A common stock to the historic WWE stockholders and 89,616,891 shares of TKO Class B common stock to EGH and certain of its subsidiaries.
Secondary Offering
In November 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with TKO OpCo, Morgan Stanley & Co. LLC, as representative of the various underwriters (collectively, the “Underwriters”), and Mr. McMahon, in connection with the underwritten secondary offering by Mr. McMahon of 8,400,000 shares of TKO Class A common stock at an offering price of $79.80 per share (the “Secondary Offering”). The Secondary Offering closed on November 14, 2023. The Company did not offer any shares of TKO Class A common stock in the Secondary Offering and did not receive any proceeds from the sale of shares of Common Stock in the Secondary Offering.
Endeavor Share Purchases
In April 2024, WME IMG, LLC (“WME IMG”), an indirect subsidiary of EGH, entered into a stock purchase agreement with Vincent K. McMahon, pursuant to which WME IMG agreed to purchase 1,642,970 shares of TKO Class A common stock held by Mr.
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McMahon at a per share price of $89.01 for an aggregate amount of $146.2 million. In December 2024, WME IMG and Endeavor OpCo purchased 863,847 shares of TKO Class A common stock in the open market at an average per share price of $145.32 for an aggregate amount of $125.5 million. These shares of TKO Class A common stock purchased by WME IMG and Endeavor OpCo are included in the calculation of EGH’s total voting interest in TKO as of December 31, 2024.
During the first quarter of 2025, Endeavor OpCo purchased 1,897,650 shares of TKO Class A common stock for an aggregate amount of $300.9 million under a Rule 10b5-1 trading plan. The trading plan was terminated on February 14, 2025. On June 3, 2025, Endeavor OpCo entered into a stock purchase agreement with Vincent K. McMahon, pursuant to which Endeavor OpCo purchased 1,579,080 shares of TKO Class A common stock held by Mr. McMahon at a per share price of $158.32 for an aggregate of $250.0 million. The transaction closed on June 4, 2025. These shares of TKO Class A common stock purchased by Endeavor OpCo are included in the calculation of EGH’s total voting interest in TKO as of December 31, 2025.
Capital Return Program
TKO Share Repurchases
The following summarizes TKO's share repurchase activity during 2023 through 2025:
In November 2023, pursuant to the Underwriting Agreement (defined above), the Company agreed to purchase 1,308,729 shares of TKO Class A common stock from the Underwriters, at a price of $76.41 per share, which was equal to the price being paid by the Underwriters to Mr. McMahon, resulting in an aggregate purchase price of approximately $100.0 million. The Company funded the share repurchase with approximately $100.0 million of borrowings under the Revolving Credit Facility. All shares repurchased have been retired.
On April 7, 2024, the Company entered into a stock purchase agreement with Mr. McMahon, pursuant to which the Company agreed to purchase 1,853,724 shares of TKO Class A common stock held by Mr. McMahon at a per share price of $89.01 for an aggregate of $165.0 million. The Company funded the share repurchase with approximately $150.0 million of borrowings under the Revolving Credit Facility and with cash on hand. All shares repurchased have been retired.
In October 2024, the Company announced that its board of directors had authorized a share repurchase program of up to $2.0 billion of the TKO Class A common stock. Share repurchases made under this program during 2025 are summarized below:
o
On September 4, 2025, the Company repurchased 141,922 shares of TKO Class A common stock in a privately negotiated transaction, at a price of $184.25 per share, resulting in an aggregate purchase price of approximately $26.1 million. All shares repurchased have been retired.
o
On September 15, 2025, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Morgan Stanley & Co. LLC to repurchase $800.0 million of shares of its Class A common stock. Under the ASR Agreement, the Company paid $800.0 million on September 16, 2025 and received an initial delivery of 3,161,430 shares. The transaction was completed on November 18, 2025, at which time the Company received 1,053,960 additional shares. 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 TKO 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. The shares received were retired in the period they were delivered, and the up-front payment was accounted for as a reduction to stockholders' equity in the Company's consolidated balance sheet in the period the payments were made. The Company reflects the accelerated share repurchases ("ASRs") as a repurchase of Class A common stock in the period delivered for purposes of calculating earnings per share. The ASRs met all of the applicable criteria for equity classification under ASC 815-40, and therefore, was not accounted for as a derivative instrument.
o
On September 15, 2025, the Company entered into a Rule 10b5-1 trading plan providing for up to $174.0 million of repurchases of TKO Class A common stock, which commenced immediately following the completion of the ASR Agreement on November 18, 2025. As of December 31, 2025, 210,805 shares have been repurchased under the Rule 10b5-1 trading plan for an aggregate purchase price of $40.7 million based on an aggregate volume-weighted average price of $193.05 per share.
The Company will determine at its 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 the Company is 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.
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Quarterly Cash Dividend
In October 2024, the Company announced that its board of directors approved a quarterly cash dividend program pursuant to which holders of TKO Class A common stock would receive their pro rata share of approximately $75 million in quarterly distributions to be made by TKO OpCo. No dividends are declared or paid on the TKO Class B common stock, which does not have economic rights.
During 2025, the Company’s board of directors declared quarterly cash dividends of $0.38, $0.38, $0.76, and $0.78 per share respectively. The dividend payments represented TKO’s portion of pro rata distributions from TKO OpCo to its equity holders, which totaled approximately $75 million for each of the first and second quarters, and increased to approximately $150 million for each of the third and fourth quarters.
Principal Stockholder Contributions
During the years ended December 31, 2024 and 2023, the Company received cash contributions of $6.4 million and $5.8 million, and non-cash capital contributions of $1.5 million and $9.0 million, respectively. The cash contributions represented amounts reimbursed to the Company by Mr. McMahon, a former principal holder of TKO Class A common stock, in connection with and/or arising from the investigation conducted by a Special Committee of the former WWE board of directors. The non-cash capital contributions represented amounts paid personally by Mr. McMahon to certain counterparties. There were no contributions received from Mr. McMahon during the year ended December 31, 2025. See Note 22, Related Party Transactions, for additional information.
Net Parent Investment and Accumulated Other Comprehensive Loss
In connection with the Endeavor Asset Acquisition of the Acquired Businesses on February 28, 2025, and the retrospective combination of their results with TKO beginning on September 12, 2023 (the date of TKO’s formation), the portion of net parent investment related to the Acquired Businesses as of September 12, 2023, totaling $1,552.1 million, was reclassified to nonredeemable non-controlling interest. Similarly, the portion of accumulated other comprehensive loss attributable to the Acquired Businesses as of that date, totaling $67.8 million, was also reclassified to nonredeemable non-controlling interest. These reclassifications reflect that TKO Class A common stockholders did not have an economic interest in the Acquired Businesses' historical activity prior to the closing date of the Endeavor Asset Acquisition. Following the close of the Endeavor Asset Acquisition on February 28, 2025, the balance of nonredeemable non-controlling interest related to the Acquired Businesses continues to represent EGH and its subsidiaries' retained economic interest, but is now held through TKO OpCo. As of December 31, 2025, this balance reflects EGH and its subsidiaries' ownership in TKO OpCo, which is exchangeable for shares of TKO Class A common stock.
TKO Ownership Interests
As of December 31, 2025, the Company owned 40.1% of TKO OpCo, and EGH and its subsidiaries owned 59.9% of TKO OpCo.
As of December 31, 2025, EGH and its subsidiaries collectively controlled 63.0% of the voting interests in TKO through their ownership of both Class A common stock and Class B common stock.
11. NON-CONTROLLING INTERESTS
Nonredeemable Non-Controlling Interest in the Acquired Businesses
For periods prior to the business acquisition of WWE on September 12, 2023, nonredeemable non-controlling interest represents the component of equity in the Acquired Businesses’ subsidiaries held by third parties.
Nonredeemable Non-Controlling Interest in TKO OpCo
In connection with the business acquisition of WWE on September 12, 2023, the Company became the sole managing member of TKO OpCo and, as a result, consolidates the financial results of TKO OpCo. The Company reports a non-controlling interest representing the economic interest in TKO OpCo held by the other members of TKO OpCo. Beginning on September 12, 2023, in connection with the Endeavor Asset Acquisition, the nonredeemable non-controlling interest balance also includes the carrying amount of the Acquired Businesses’ net parent investment and accumulated other comprehensive loss. TKO OpCo’s operating agreement provides that holders of membership interests in TKO OpCo (“Common Units”) may, from time to time, require TKO OpCo to redeem all or a portion of their Common Units (and an equal number of shares of TKO Class B common stock) for shares of TKO Class A common stock on a one-for-one basis or, at the Company’s option, in cash using proceeds received from a qualified offering of TKO Class A common stock. In connection with any redemption or exchange, the Company will receive a corresponding number of Common Units, increasing the total ownership interest in TKO OpCo. Changes in the ownership interest in TKO OpCo while the Company retains its controlling interest in TKO OpCo will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Common Units in TKO OpCo by the other members of TKO OpCo will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.
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Redeemable Non-Controlling Interest in the UFC
In July 2018, the Company received an investment of $9.7 million by third parties (the “Russia Co-Investors”) in a newly formed subsidiary of the Company (the “Russia Subsidiary”) that was formed to expand the Company’s existing UFC business in Russia and certain other countries in the Commonwealth of Independent States. The terms of this investment provide the Russia Co-Investors with a put option to sell their ownership in the Russia Subsidiary. Following an initial five-year and six month holding period which has now lapsed, the put option is exercisable annually during a three-month window commencing six months after each anniversary of the investment's consummation (typically January through March). The purchase price of the put option is the greater of the total investment amount, defined as the Russia Co-Investors’ cash contributions less cash distributions, or fair value. As of December 31, 2025 and 2024, the estimated redemption value was $34.4 million and $21.9 million, respectively.
The changes in carrying value of the redeemable non-controlling interest were as follows (in thousands):
| Balance — December 31, 2022 | $ | 9,908 | ||
| Net income attributable to non-controlling interest holders | 1,686 | |||
| Balance — December 31, 2023 | $ | 11,594 | ||
| Net income attributable to non-controlling interest holders | 2,234 | |||
| Accretion | 8,036 | |||
| Balance — December 31, 2024 | $ | 21,864 | ||
| Net income attributable to non-controlling interest holders | 6,183 | |||
| Accretion | 6,365 | |||
| Balance — December 31, 2025 | $ | 34,412 |
12. EARNINGS PER SHARE
Basic earnings per share is calculated utilizing net income (loss) available to common stockholders of the Company during the years ended December 31, 2025 and 2024 and during the period from September 12, 2023 through December 31, 2023, divided by the weighted average number of shares of TKO Class A common stock outstanding during the same period. Diluted earnings per share is calculated by dividing the net income (loss) available to common stockholders by the diluted weighted average shares outstanding during the same periods. The Company’s outstanding equity-based compensation awards under its equity-based compensation arrangements (see Note 13, Equity-based Compensation) as well as outstanding shares of TKO Class B common stock were anti-dilutive during the periods.
On September 15, 2025, the Company entered into the ASR Agreement with Morgan Stanley & Co. LLC to repurchase $800.0 million of TKO Class A common stock. On September 16, 2025, the Company paid $800 million and received an initial delivery of 3,161,430 shares and final delivery of an additional 1,053,960 shares on November 18, 2025 based on the volume-weighted average price of TKO Class A common stock during the term of the ASR Agreement. The shares received were immediately retired and reduced weighted-average shares outstanding. Refer to Note 10, Stockholders' Equity for further information related to the ASR Agreement.
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The following table presents the computation of based and diluted net earnings (loss) per share and weighted average number of shares of the Company’s common stock outstanding for the periods presented (dollars in thousands, except share and per share data):
| Year Ended | Year Ended | Period From | ||||||||||
| December 31, | December 31, | September 12 - | ||||||||||
| 2025 | 2024 | December 31, 2023 | ||||||||||
| Numerator | ||||||||||||
| Net income (loss) attributable to TKO Group Holdings, Inc. | $ | 195,403 | $ | 9,408 | $ | (35,227 | ) | |||||
| Effect of dilutive securities: | ||||||||||||
| Adjustment to net income attributable to TKO Group Holdings, Inc. from the assumed conversion of Class B shares | 242,811 | (6,613 | ) | — | ||||||||
| Net income (loss) attributable to TKO Group Holdings, Inc. used in computing diluted earnings (loss) per share | $ | 438,214 | $ | 2,795 | $ | (35,227 | ) | |||||
| Denominator | ||||||||||||
| Weighted average Class A Common Shares outstanding - Basic | 80,818,190 | 81,340,472 | 82,808,019 | |||||||||
| Effect of dilutive securities: | ||||||||||||
| Additional shares from RSUs and PSUs, as calculated using the treasury stock method | 1,324,573 | 917,177 | — | |||||||||
| Additional shares from the assumed conversion of Class B shares | 111,868,309 | 89,616,891 | — | |||||||||
| Weighted average number of shares used in computing diluted earnings (loss) per share | 194,011,072 | 171,874,540 | 82,808,019 | |||||||||
| Basic earnings (loss) per share | $ | 2.42 | $ | 0.12 | $ | (0.43 | ) | |||||
| Diluted earnings (loss) per share | $ | 2.26 | $ | 0.02 | $ | (0.43 | ) | |||||
| Securities that are anti-dilutive this period | ||||||||||||
| Unvested RSUs | 2,171 | — | 1,636,626 | |||||||||
| Unvested PSUs | — | — | 327,403 | |||||||||
| TKO Class B Common Shares | — | — | 89,616,891 |
13. EQUITY-BASED COMPENSATION
In connection with the initial public offering of EGH, EGH’s board of directors adopted the EGH 2021 Incentive Award Plan, which became effective April 28, 2021 and was amended and restated effective April 24, 2023 (the “EGH 2021 Plan”). Under the EGH 2021 Plan, EGH granted stock options and RSUs to certain employees and service providers of TKO OpCo.
In addition to the WWE Replacement Awards described in Note 2, Summary of Significant Accounting Policies, the Company’s Board of Directors approved and adopted the TKO 2023 Incentive Award Plan (the “TKO 2023 Plan”) on September 12, 2023. A total of 10,000,000 shares of TKO Class A common stock have been authorized for issuance under the TKO 2023 Plan. The TKO 2023 Plan provides for the grant of incentive or non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock or cash based awards and dividend equivalents. Awards may be granted under the TKO 2023 Plan to directors, officers, employees, consultants, advisors and independent contractors of the Company and its affiliates (including TKO OpCo and its subsidiaries).
Equity-based compensation expense by plan, which is included within selling, general and administrative expenses on the Company’s consolidated statements of operations, consisted of the following (in thousands):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| EGH 2021 Plan | $ | 3,518 | $ | 14,877 | $ | 25,875 | ||||||
| Replacement Awards under WWE 2016 Plan | 9,993 | 27,746 | 31,747 | |||||||||
| TKO 2023 Plan | 102,769 | 59,964 | 6,724 | |||||||||
| Other awards (1) | 1,308 | 879 | 166 | |||||||||
| Equity-based compensation expense | $ | 117,588 | $ | 103,466 | $ | 64,512 |
(1)
Represents equity-based compensation expense related to awards granted under historical compensation plans of the Acquired Businesses.
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As of December 31, 2025, total unrecognized equity-based compensation expense for unvested awards and the related remaining weighted average period for expensing is summarized below (dollars in thousands):
| Unrecognized Compensation Costs | Period Remaining (in years) | |||||||
| EGH 2021 Plan | $ | 1,479 | 0.90 | |||||
| Replacement Awards under WWE 2016 Plan | 3,534 | 0.55 | ||||||
| TKO 2023 Plan | 227,995 | 2.21 | ||||||
| Equity-based unrecognized compensation expense | $ | 233,008 |
EGH 2021 Plan
The terms of each award, including vesting and forfeiture, are determined by the administrator of the EGH 2021 Plan. Key grant terms include one or more of the following: (a) time-based vesting over a two- to five-year period; (b) market-based vesting conditions at graduated levels upon the EGH’s attainment of certain market price per share thresholds; and (c) expiration dates (if applicable). Granted awards may include time-based vesting conditions only, market-based vesting conditions only, or both.
In connection with the Endeavor Asset Acquisition, TKO assumed each unvested EGH RSU previously issued to employees and independent contractors or former service providers related to the Acquired Businesses and converted into TKO RSUs with similar terms and conditions. EGH retained the obligations for settling all EGH PSUs, EGH options, and EGH phantom equity awards. The expense related to these awards is pushed down to the business unit of TKO where the employee or independent contractor provides services as a deemed equity contribution. Following the close of the Endeavor Asset Acquisition, the compensation expense related to the awards retained by EGH will continue to be pushed down to TKO as employees continue to provide services to the entity.
With respect to EGH RSUs held by the Acquired Businesses’ employee or contractor, each EGH RSU was exchanged for 0.22 TKO RSUs at the time of the consummation of the Endeavor Asset Acquisition.
The following table summarizes the RSU award activity under the EGH 2021 Plan for the year ended December 31, 2025:
| Time Vested RSUs | Market / Market and Time Vested RSUs | |||||||||||||||
| Units | Weighted- Average Grant-Date Fair Value | Units | Weighted- Average Grant-Date Fair Value | |||||||||||||
| Outstanding at January 1, 2025 | 1,121,836 | $ | 21.59 | 129,305 | $ | 25.12 | ||||||||||
| Vested | (386,470 | ) | $ | 23.85 | — | $ | — | |||||||||
| Forfeited | (735,366 | ) | $ | 20.40 | (129,305 | ) | $ | 25.27 | ||||||||
| Outstanding at December 31, 2025 | — | $ | — | — | $ | — |
The following table summarizes the stock option award activity under the EGH 2021 Plan for the year ended December 31, 2025:
| Stock Options | ||||||||
| Units | Weighted- Average Exercise Price | |||||||
| Outstanding at January 1, 2025 | 493,082 | $ | 25.19 | |||||
| Exercised | (406,766 | ) | $ | 24.00 | ||||
| Forfeited | (86,316 | ) | $ | 30.80 | ||||
| Outstanding at December 31, 2025 | — | $ | — |
The total grant-date fair value of RSUs and stock options which vested under the EGH 2021 Plan during the years ended December 31, 2025, 2024 and 2023 was $9.2 million, $17.4 million and $18.7 million, respectively. The total intrinsic value of RSUs and stock options which vested under the EGH 2021 Plan during the years ended December 31, 2025, 2024 and 2023 was $11.7 million, $12.7 million and $8.4 million, respectively.
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WWE 2016 Plan
Prior to the TKO Transactions, the terms of each WWE award, including vesting and forfeiture, were determined by the administrator of WWE’s 2016 Omnibus Incentive Plan (the “WWE 2016 Plan”).
There have been no changes to the terms of the WWE Replacement Awards during the year ended December 31, 2024. Key grant terms include one or more of the following: (a) time-based vesting over a one- to five-year period; (b) market-based vesting conditions at graduated levels upon the Company’s attainment of certain market price per share thresholds; and (c) expiration dates (if applicable). Granted awards may include time-based vesting conditions only, market-based vesting conditions only, or both.
The following table summarizes the RSU award activity under the WWE 2016 Plan for the year ended December 31, 2025:
| Time Vested RSUs | ||||||||
| Units | Weighted-Average Grant Date Fair Value | |||||||
| Outstanding at January 1, 2025 | 252,600 | $ | 100.65 | |||||
| Vested | (176,326 | ) | $ | 100.65 | ||||
| Forfeited | (1,379 | ) | $ | 100.65 | ||||
| Outstanding at December 31, 2025 | 74,895 | $ | 100.65 |
The total grant-date fair value of RSUs which vested under the WWE 2016 Plan during the years ended December 31, 2025, 2024 and 2023 was $17.7 million, $26.2 million, and $21.1 million, respectively. The total intrinsic value of RSUs which vested under the WWE 2016 Plan during the years ended December 31, 2025, 2024 and 2023 was $30.3 million, $24.9 million, and $17.0 million, respectively.
The following table summarizes the PSU award activity under the WWE 2016 Plan for the year ended December 31, 2025:
| Time Vested PSUs | ||||||||
| Units | Weighted-Average Grant Date Fair Value | |||||||
| Outstanding at January 1, 2025 | 184,480 | $ | 126.94 | |||||
| Vested | (109,330 | ) | $ | 143.10 | ||||
| Achievement Adjustment | (75,150 | ) | $ | 211.62 | ||||
| Outstanding at December 31, 2025 | — | $ | — |
The total grant-date fair value of PSUs which vested under the WWE 2016 Plan during the years ended December 31, 2025, 2024 and 2023 was $15.6 million, $13.8 million and $5.5 million, respectively. The total intrinsic value of PSUs which vested under the WWE 2016 Plan during the years ended December 31, 2025, 2024 and 2023 was $20.4 million, $13.1 million and $4.4 million, respectively.
TKO 2023 Plan
The terms of each award, including vesting and forfeiture, are determined by the administrator of the TKO 2023 Plan. Key grant terms include time-based vesting over a six-month to four-year period.
In connection with the Endeavor Asset Acquisition, the Company converted each EGH RSU held by employees of the Acquired Businesses and independent contractors who provide services to the Acquired Businesses (in each case as of the closing of the Endeavor Asset Acquisition) into TKO RSUs of equal value and on the same vesting conditions. The value of these was determined using the merger consideration in the Endeavor Take-Private and the volume-weighted average sales price of TKO Class A common stock for the twenty-five trading days ending on October 23, 2024. Effective March 1, 2025, any equity-based compensation expense associated with these awards is included as part of the TKO 2023 Plan in the table above.
Upon the close of the Endeavor Asset Acquisition, the Company issued 160,455 shares of TKO Class A common stock for an aggregate value of $23.5 million to NFL Properties LLC ("NFLP"), as set forth in the Endeavor Asset Acquisition Agreement (such shares, the "NFLP Shares"). Two-thirds of the NFLP Shares were issued with restrictive legends that prohibit NFLP from transferring (i) one-third of the NFLP Shares on or before the 18-month anniversary of the consummation of the Endeavor Asset Acquisition and (ii) one-third of the NFLP Shares on or before the 36-month anniversary of the consummation of the Endeavor Asset Acquisition. The value of these shares was recorded as a component of other current assets and other assets in the Company's consolidated balance sheet during the first quarter of 2025 and will be amortized through 2036. During the year ended December 31, 2025, the Company recorded equity-based compensation expenses of approximately $2.0 million associated with the issuance of the NFLP Shares, which are included
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within direct operating costs in the Company's consolidated statements of operations.
In January 2024, WWE entered into an Independent Services Contractor and Merchandising Agreement (the “DJ Services Agreement”) with Dwayne Johnson, a member of the Company’s board of directors, pursuant to which Mr. Johnson agreed to provide to WWE certain promotional and other services. See Note 22, Related Party Transactions, for further discussion. As consideration for Mr. Johnson’s services provided under the DJ Services Agreement, the Company granted Mr. Johnson RSUs for an aggregate value of $30.0 million. During the years ended December 31, 2025 and 2024, the Company recorded equity-based compensation expenses of approximately $4.0 million and $17.7 million, respectively, associated with these RSUs, which are included within direct operating costs in the Company’s consolidated statements of operations. The units associated with these awards are included in the table below.
The following table summarizes the RSU award activity under the TKO 2023 Plan for the year ended December 31, 2025:
| Time Vested RSUs | ||||||||
| Units | Weighted-Average Grant Date Fair Value | |||||||
| Outstanding at January 1, 2025 | 2,107,009 | $ | 92.51 | |||||
| Granted | 1,161,256 | $ | 159.21 | |||||
| Vested | (751,925 | ) | $ | 89.47 | ||||
| Forfeited | (26,324 | ) | $ | 119.37 | ||||
| Outstanding at December 31, 2025 | 2,490,016 | $ | 124.05 | |||||
| Vested and exercisable at December 31, 2025 | 197,383 | $ | 87.23 |
The weighted average grant-date fair value of RSUs granted under the TKO 2023 Plan during the years ended December 31, 2024 and 2023 was $91.95 and $91.23, respectively.
The total grant-date fair value of RSUs which vested under the TKO 2023 Plan during the years ended December 31, 2025 and 2024 was $67.3 million and $36.7 million, respectively. The total intrinsic value of RSUs which vested under the TKO 2023 Plan during the years ended December 31, 2025 and 2024 was $123.2 million and $42.5 million, respectively. No RSUs vested under the TKO 2023 Plan during the year ended December 31, 2023.
14. EMPLOYEE BENEFITS
From January through March 2025, the Company sponsored two 401(k) defined contribution plans (the “Legacy Plans”) covering substantially all of its employees. Under the Legacy Plans, participants were allowed to make contributions based on a percentage of their salaries, subject to a statutorily prescribed annual limit. The Company made matching contributions of 50% of each participant’s contributions under the Legacy Plans, up to 5% of eligible compensation (maximum 2.5% matching contributions) for UFC participants, and up to 6% of eligible compensation (maximum 3% matching contributions) for WWE participants.
In April 2025, the Legacy Plans merged to form the TKO 401(k) Retirement Plan (the “Plan”). The Company makes matching contributions of 50% of each participant’s contributions under the Plan, up to 6% of eligible compensation (maximum 3% matching contributions) for all participants.
In connection with the Endeavor Asset Acquisition, employees of the Acquired Businesses continued to participate in the Endeavor 401(k) plan throughout 2025. Under the Endeavor plan, the Company made matching contributions of 50% of each participant's contributions, up to 4% of eligible compensation (maximum 2% matching contributions) for participants of the Acquired Businesses.
The Company may also make additional discretionary contributions to its defined contribution plans. Employer matching contributions and discretionary contributions were $14.1 million, $13.1 million and $9.4 million during the years ended December 31, 2025, 2024 and 2023, respectively.
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15. INCOME TAXES
TKO Group Holdings, Inc. was incorporated as a Delaware corporation in March 2023. As the sole managing member of TKO OpCo, TKO Group Holdings, Inc. ultimately controls the business affairs of TKO OpCo. TKO Group Holdings, Inc. is subject to corporate income taxes on its share of taxable income of TKO OpCo. TKO OpCo is treated as a partnership for U.S. federal income tax purposes and is therefore generally not subject to U.S. corporate income tax. TKO OpCo’s foreign subsidiaries are subject to entity-level taxes. TKO OpCo’s U.S. subsidiaries are subject to withholding taxes on sales in certain foreign jurisdictions which are included as a component of foreign current taxes. TKO OpCo is subject to entity-level income taxes in certain U.S. state and local jurisdictions.
As discussed in Note 4, Acquisition of WWE, the TKO Transactions are accounted for as a reverse acquisition of WWE using the acquisition method of accounting in accordance with ASC 805. As a result, TKO recorded a fair value step-up on the acquired WWE net assets in the amount of $3.3 billion and deferred tax liabilities in the amount of $379.6 million, all of which was recorded through goodwill as of the Closing Date.
For the years ended December 31, 2025, 2024 and 2023, the effective tax rate was 12.2%, (17.7)%, and 19.9%, respectively.
Income (loss) before income taxes includes the following components (in thousands):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| United States | $ | 574,626 | $ | (265,532 | ) | $ | 124,736 | |||||
| Foreign | 31,998 | 55,327 | 42,247 | |||||||||
| Total income (loss) before income taxes | $ | 606,624 | $ | (210,205 | ) | $ | 166,983 |
As further described in Note 3, Recent Accounting Pronouncements, the Company has elected to prospectively adopt the guidance in ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures. Accordingly, the income tax disclosures in the applicable tables presented below for the current year are presented in accordance with the guidance in ASU 2023-09, while prior year disclosures are disclosed in accordance with guidance prior to the adoption of ASU 2023-09.
The income tax provision for year ended December 31, 2025 consists of the following in accordance with the guidance in ASU 2023-09 (in thousands):
| Year Ended December 31, | ||||
| 2025 | ||||
| Current: | ||||
| U.S. federal | $ | 32,463 | ||
| State and local | 10,977 | |||
| Foreign | 40,475 | |||
| Total Current | 83,915 | |||
| Deferred: | ||||
| U.S. federal | (1,053 | ) | ||
| State and local | (6,082 | ) | ||
| Foreign | (3,009 | ) | ||
| Total Deferred | (10,144 | ) | ||
| Total provision for income taxes | $ | 73,771 |
The income tax provision for years ended December 31, 2024 and 2023 consists of the following in accordance with guidance prior to the adoption of ASU 2023-09 (in thousands):
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Current: | ||||||||
| U.S. federal, state and local | $ | 38,510 | $ | 5,694 | ||||
| Foreign | 68,162 | 28,280 | ||||||
| Total Current | 106,672 | 33,974 | ||||||
| Deferred: | ||||||||
| U.S. federal, state and local | (62,439 | ) | (7,883 | ) | ||||
| Foreign | (6,978 | ) | 7,105 | |||||
| Total Deferred | (69,417 | ) | (778 | ) | ||||
| Total provision for income taxes | $ | 37,255 | $ | 33,196 |
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The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09.
The Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to partnership income not subject to income tax and withholding taxes in foreign jurisdictions that are not based on net income. The effective tax rate based on the actual provision shown in the consolidated statements of operations differs from the U.S. statutory federal income tax rate as follows (in thousands):
| Year Ended December 31, 2025 | ||||||||
| Amount | % | |||||||
| Earnings from continuing operations, before income tax expense | $ | 606,624 | ||||||
| U.S Federal Statutory Tax Rate | 127,392 | 21.0 | % | |||||
| United States | ||||||||
| State and Local Income Taxes (1) | 3,199 | 0.5 | % | |||||
| Federal | ||||||||
| Effect of Cross-Border Tax Laws: | ||||||||
| Foreign Derived Intangible Income Deduction | (6,502 | ) | (1.1 | )% | ||||
| Other | 6,205 | 1.0 | % | |||||
| Tax Credits | ||||||||
| Foreign Tax Credit | (15,686 | ) | (2.6 | )% | ||||
| Changes in Valuation Allowances | (986 | ) | (0.1 | )% | ||||
| Non Taxable or Nondeductible Items | ||||||||
| Nondeductible compensation (162M) | 9,599 | 1.6 | % | |||||
| Partnership Income Not Subject to Tax | (68,531 | ) | (11.3 | )% | ||||
| Equity-based compensation | (8,178 | ) | (1.3 | )% | ||||
| Other | 1,388 | 0.2 | % | |||||
| Other Adjustments | (803 | ) | (0.1 | )% | ||||
| Saudi Arabia | ||||||||
| Withholding Tax | 15,677 | 2.6 | % | |||||
| Other | (13 | ) | (0.0 | )% | ||||
| Other Foreign Jurisdictions | 11,512 | 1.9 | % | |||||
| Changes in Unrecognized Tax Benefits | (502 | ) | (0.1 | )% | ||||
| Income Tax Expense | $ | 73,771 | 12.2 | % |
(1)
In 2025, state and local taxes in California, New York and New Jersey made up the majority (greater than 50 percent) of the tax effect in this category.
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The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 (in thousands):
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| U.S. statutory federal income tax of 21% | $ | (44,142 | ) | $ | 35,066 | |||
| Partnership income not subject to tax | 40,115 | (60,382 | ) | |||||
| Tax impact of foreign operations | 42,970 | 42,898 | ||||||
| UK ORIP Tax | 2,894 | 1,215 | ||||||
| Provision to return | 1,333 | 2,145 | ||||||
| Permanent differences | 2,863 | 2,029 | ||||||
| Nondeductible officers compensation | 7,943 | 4,465 | ||||||
| Equity method investments | 435 | (2,686 | ) | |||||
| Third party ownership reversal | — | (167 | ) | |||||
| Opening balance remeasurement | — | 4,270 | ||||||
| Valuation allowance | 20,551 | (1,180 | ) | |||||
| Unrecognized tax benefits | 2,428 | 3,836 | ||||||
| U.S. state and local taxes | (7,921 | ) | 176 | |||||
| Foreign tax credit, net of expiration | (25,606 | ) | — | |||||
| Other | (6,608 | ) | 1,511 | |||||
| Total provision for income taxes | $ | 37,255 | $ | 33,196 |
Principal components of deferred tax assets and liabilities are as follows (in thousands):
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Compensation and severance | $ | 16,037 | $ | 14,382 | ||||
| Net operating loss, capital loss and tax credits carried forward | 47,643 | 50,853 | ||||||
| Lease liability | 30,427 | 35,404 | ||||||
| Accrued expenses | 15,500 | 30,880 | ||||||
| Other | 3,689 | 6,077 | ||||||
| Total gross deferred tax assets | 113,296 | 137,596 | ||||||
| Less: valuation allowance | (44,958 | ) | (36,616 | ) | ||||
| Net deferred tax assets | 68,338 | 100,980 | ||||||
| Deferred tax liabilities: | ||||||||
| Property, buildings, and equipment | (28,257 | ) | (35,022 | ) | ||||
| Loss contracts | — | (7,793 | ) | |||||
| Intangible assets | (291,497 | ) | (374,606 | ) | ||||
| Lease asset | (29,068 | ) | (34,201 | ) | ||||
| Investments | (10,424 | ) | (7,755 | ) | ||||
| Other liabilities | (6,305 | ) | — | |||||
| Net deferred tax liabilities | (365,551 | ) | (459,377 | ) | ||||
| Total net deferred tax (liabilities) assets | $ | (297,213 | ) | $ | (358,397 | ) |
As of December 31, 2025 and 2024, the Company had net operating losses of $89.6 million and $71.4 million, respectively, which expire over various time periods ranging from 5 years to no expiration. In addition, as of December 31, 2025, the Company has foreign tax credit carryforwards of $27.8 million, which expire in years 2032 through 2035.
ASC 740 requires that a valuation allowance be recorded against deferred tax assets when it is more likely than not that some or all of the Company’s deferred tax asset will not be realized upon available positive and negative evidence. After reviewing all available positive and negative evidence as of December 31, 2025 and 2024, the Company recorded a valuation allowance of $45.0 million and $36.6 million, respectively, against foreign tax credits and certain net operating losses.
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The Company had unrecognized tax benefits of $36.7 million, $38.0 million and $39.3 million, respectively, as of December 31, 2025, 2024 and 2023. The aggregate changes to the liability for unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Beginning balance | $ | 37,962 | $ | 39,250 | $ | 34,749 | ||||||
| Acquisitions | — | — | 2,549 | |||||||||
| Gross increases | 7,144 | 10,042 | 9,268 | |||||||||
| Gross decreases | (3,119 | ) | (4,335 | ) | (274 | ) | ||||||
| Lapse of statue of limitations | (5,540 | ) | (6,946 | ) | (7,472 | ) | ||||||
| Translation adjustments | 206 | (49 | ) | 430 | ||||||||
| Ending balance | $ | 36,653 | $ | 37,962 | $ | 39,250 |
The Company recognizes interest and penalties related to uncertain tax benefits in its provisions for income taxes. The Company had accrued interest and penalties of $14.4 million and $12.9 million as of December 31, 2025 and 2024, respectively.
Of the $51.0 million combined unrecognized tax benefits and accrued interest and penalties as of December 31, 2025, $42.3 million is subject to an offsetting indemnity asset, as set forth in the Endeavor Asset Acquisition Agreement, which is included as a component of Other assets on the Company's consolidated balance sheets.
The Company is regularly audited by domestic and foreign taxing authorities. Audits may result in tax assessments in excess of amounts claimed and the payment of additional taxes. The Company believes that its tax return positions comply with applicable tax law and that it has adequately provided for reasonably foreseeable assessments of additional taxes. Additionally, the Company believes that any assessments in excess of the amounts provided for will not have a material adverse impact in the consolidated financial statements.
The Company is subject to taxation in various state and foreign jurisdictions. As of December 31, 2025, the Company is generally subject to review by U.S. federal taxing authorities for the years 2020 through 2022.
ASU 2023-09 also requires disclosure of disaggregated income tax payment which is shown below for the year ended December 31, 2025. Refer to the accompanying consolidated statements of cash flows for the disclosure of income taxes paid for the years ended December 31, 2024 and 2023.
| Year Ended December 31, | ||||
| 2025 | ||||
| US Federal: | ||||
| Federal | $ | 10,372 | ||
| State | 6,913 | |||
| Foreign: | ||||
| Saudi Arabia | 14,908 | |||
| Canada | 3,693 | |||
| Other | 21,438 | |||
| Total income taxes paid | $ | 57,324 |
Other Matters
On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 ("IRA"). The IRA, in addition to other provisions, creates a 15% corporate alternative minimum tax ("CAMT") on adjusted financial statement income for applicable corporations. The CAMT is effective for tax years beginning after December 31, 2022. The Company will continue to assess the potential tax effects of the CAMT on the Company’s consolidated financial statements.
In December 2022, the Organization for Economic Co-operation and Development ("OECD") proposed Global Anti-Base Erosion Rules, which provides for changes to numerous long-standing tax principles including the adoption of a global minimum tax rate of 15% for multinational enterprises ("GloBE rules"). Various jurisdictions have adopted or are in the process of enacting legislation to adopt GloBE rules and other countries are expected to adopt GloBE rules in the future. While changes in tax laws in the various countries in which the Company operates can negatively impact the Company’s results of operations and financial position in future periods, the Company’s impact related to the adoption of the GloBE rules was not material to the Company’s consolidated financial position. 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 2 global minimum tax rules (the "G7 Statement"). The Company will
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continue to monitor developments related to the G7 Statement, which has not yet been incorporated into the OECD framework. As countries continue to enact and refine the Pillar 2 rules, the Company will evaluate the impact on its financial position. Recent G7 Country (Canada, France, Germany, Italy, Japan and the UK) statements released a side-by-side (SbS) safe harbor that exempts certain U.S.-parented groups from these rules. The side-by-side Safe Harbor provides that Multinational Enterprise Groups with an Ultimate Parent Entity (UPE) in a jurisdiction with qualified SbS regime will not be subject to the Income Inclusion Rule and Undertaxed Profits Rule if they elect the SbS Safe Harbor, applicable as of the beginning of 2026. The Company continues to monitor United States and global legislative actions as well as administrative guidance related to Pillar Two for potential impacts.
16. REVENUE
The Company derives its revenue principally from the following sources: (i) media rights and content fees associated with the distribution of content, (ii) ticket sales at live events and site fees, (iii) partnerships and marketing sales, and (iv) consumer products licensing.
Disaggregated Revenue
The following table presents the Company’s revenue disaggregated by primary revenue sources (in thousands):
| Year Ended December 31, 2025 | ||||||||||||||||||||
| UFC | WWE | IMG | Corporate & Other | Total | ||||||||||||||||
| Media rights, production and content | $ | 907,659 | $ | 1,000,565 | $ | 672,761 | $ | 24,131 | $ | 2,605,116 | ||||||||||
| Live events and hospitality | 232,937 | 412,822 | 611,273 | 82,424 | $ | 1,339,456 | ||||||||||||||
| Partnerships and marketing | 314,271 | 159,583 | 68,956 | 45,706 | $ | 588,516 | ||||||||||||||
| Consumer products licensing and other | 47,294 | 136,425 | 14,269 | 46,801 | $ | 244,789 | ||||||||||||||
| Eliminations | — | — | — | — | (42,726 | ) | ||||||||||||||
| Total | $ | 1,502,161 | $ | 1,709,395 | $ | 1,367,259 | $ | 199,062 | $ | 4,735,151 | ||||||||||
| Year Ended December 31, 2024 | ||||||||||||||||||||
| UFC | WWE | IMG | Corporate & Other | Total | ||||||||||||||||
| Media rights, production and content | $ | 879,427 | $ | 865,460 | $ | 721,254 | $ | 32,264 | $ | 2,498,405 | ||||||||||
| Live events and hospitality | 220,400 | 338,555 | 1,156,774 | 75,350 | 1,791,079 | |||||||||||||||
| Partnerships and marketing | 251,407 | 82,991 | 73,328 | 37,159 | 444,885 | |||||||||||||||
| Consumer products licensing and other | 55,007 | 111,094 | 18,874 | 25,501 | 210,476 | |||||||||||||||
| Eliminations | — | — | — | — | (60,604 | ) | ||||||||||||||
| Total | $ | 1,406,241 | $ | 1,398,100 | $ | 1,970,230 | $ | 170,274 | $ | 4,884,241 | ||||||||||
| Year Ended December 31, 2023 | ||||||||||||||||||||
| UFC | WWE | IMG | Corporate & Other | Total | ||||||||||||||||
| Media rights, production and content | $ | 870,551 | $ | 249,496 | $ | 692,224 | $ | 15,870 | $ | 1,828,141 | ||||||||||
| Live events and hospitality | 167,942 | 87,705 | 650,585 | 81,524 | 987,756 | |||||||||||||||
| Partnerships and marketing | 196,296 | 17,957 | 79,103 | 26,397 | 319,753 | |||||||||||||||
| Consumer products licensing and other | 57,412 | 27,609 | 15,198 | 8,196 | 108,415 | |||||||||||||||
| Eliminations | — | — | — | — | (19,269 | ) | ||||||||||||||
| Total | $ | 1,292,201 | $ | 382,767 | $ | 1,437,110 | $ | 131,987 | $ | 3,224,796 |
Remaining Performance Obligations
The transaction price related to the Company’s future performance obligations does not include any variable consideration related to sales or usage-based royalties. The variability related to these sales or usage-based royalties will be resolved in the periods when the licensee generates sales related to the intellectual property license.
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The following table presents the aggregate amount of the transaction price allocated to remaining performance obligations for contracts greater than one year with unsatisfied or partially satisfied performance obligations as of December 31, 2025 (in thousands):
| 2026 | $ | 3,343,921 | ||
| 2027 | 3,159,081 | |||
| 2028 | 2,967,577 | |||
| 2029 | 2,634,614 | |||
| 2030 | 1,695,148 | |||
| Thereafter | 2,911,869 | |||
| Total remaining performance obligations | $ | 16,712,210 |
Revenue from Prior Period Performance Obligations
The Company did not recognize any significant revenue from performance obligations satisfied in prior periods during the years ended December 31, 2025, 2024 and 2023.
Contract Assets
Contract assets (i.e., unbilled receivables) are established when revenue is recognized, but due to contractual terms over the timing of invoicing, the Company does not have right to invoice the customer or the right to payment of consideration for goods and services provided from the customer as of the balance sheet date. As of December 31, 2025 and 2024, contract assets were $71.3 million and $32.3 million, respectively, and were included in accounts receivable, net on the Company's consolidated balance sheets.
Contract Liabilities (Deferred Revenues)
The Company records deferred revenue when cash payments are received or due in advance of the Company’s performance. The Company’s deferred revenue balance primarily relates to advance payments received related to its content distribution rights agreements, live events and hospitality arrangements, consumer products licensing agreements and partnerships and marketing arrangements, as well as memberships for the Company’s subscription services. Deferred revenue is included within current liabilities and in other long-term liabilities in the consolidated balance sheets. Total deferred revenue as of December 31, 2025 was $703.2 million. Total deferred revenue as of December 31, 2024 was $470.7 million, of which $374.4 million was recognized as revenue during the fiscal year ended December 31, 2025.
17. RESTRUCTURING CHARGES
Beginning in the third quarter of 2023, the Company implemented an ongoing cost reduction program, primarily related to realizing synergy opportunities and integrating the combined operations of WWE and UFC, which resulted in the recording of termination benefits for a workforce reduction of certain employees and contract termination costs for independent contractors in the WWE segment and Corporate group. As a result, the Company recorded restructuring charges of $10.4 million, $17.3 million and $41.4 million, respectively, for the years ended December 31, 2025, 2024 and 2023, respectively. These amounts include equity-based compensation expenses of $0.0 million, $3.3 million and $19.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. These restructuring charges are recorded in accrued liabilities and additional paid-in-capital on the consolidated balance sheets and within direct operating costs and selling, general and administrative expenses in the consolidated statements of operations, respectively.
Changes in the Company’s restructuring liability through December 31, 2025 were as follows (in thousands):
| Balance — December 31, 2023 | $ | 9,725 | ||
| Restructuring charges (excluding share-based compensation expense) | 13,978 | |||
| Payments | (20,471 | ) | ||
| Balance — December 31, 2024 | $ | 3,232 | ||
| Restructuring charges (excluding share-based compensation expense) | 10,489 | |||
| Payments | (10,516 | ) | ||
| Balance — December 31, 2025 | $ | 3,205 |
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18. CONTENT PRODUCTION INCENTIVES
The Company has access to various governmental programs that are designed to promote content production within the United States of America and certain international jurisdictions. These programs primarily consist of nonrefundable tax credits issued by a jurisdiction on an annual basis for qualifying expenses incurred during the year in the production of certain entertainment content created in whole or in part within the jurisdiction. The Company recognizes these benefits when we have reasonable assurance regarding the realizable amount of the tax credits.
During the years ended December 31, 2025, 2024 and 2023, the Company recorded content production incentives of $16.6 million, $13.6 million and $13.1 million, respectively, related to qualifying content production activities in the WWE segment. These incentives are recorded as an offset to production expenses within direct operating costs on the Company’s consolidated statements of operations.
During the years ended December 31, 2025 and 2024, the Company recorded infrastructure improvement incentives of $12.1 million and $11.0 million, respectively, related to qualifying capital expenditures associated with the buildout of WWE's leased corporate headquarters and media production facilities. These incentives are recorded as an offset to property, buildings and equipment, net in the consolidated balance sheets.
19. SEGMENT INFORMATION
Prior to the Endeavor Asset Acquisition, the Company identified two reportable segments: UFC and WWE, to align with how the Company’s chief operating decision maker (the “CODM”), the Chief Executive Officer, managed the businesses, evaluated financial results, and made key operating decisions. Subsequent to the Endeavor Asset Acquisition and effective February 28, 2025, the Company identified three reportable segments—UFC, WWE and IMG—to align with how the Company’s CODM manages the businesses, evaluates financial results, and makes key operating decisions. The UFC segment consists entirely of the operations of the Company's UFC business and the WWE segment consists entirely of the operations of the Company's WWE business. The IMG segment consists of the operations of the IMG business and On Location.
The Company also reports the results for the “Corporate and Other” group. The Corporate and Other group reflects operations not allocated to the UFC, WWE or IMG segments and primarily consists of general and administrative expenses as well as operations of PBR and boxing. Boxing includes the joint venture with Sela Company for the Zuffa Boxing brand as well as promotional services TKO provides for boxing events.
Revenue from our Corporate and Other group principally consists of media rights fees associated with the distribution of PBR's programming content; ticket sales and site fees associated with live events; partnerships and marketing; and consumer products licensing agreements of PBR-branded products. Revenue also consists of management and promotional fees for services primarily related to boxing.
General and administrative expenses relate largely to corporate activities, including information technology, facilities, legal, human resources, finance and accounting, treasury, investor relations, corporate communications, community relations and compensation to TKO’s management and board of directors, which support all reportable segments. Corporate and Other expenses also include service fees paid by the Company to EGH and its subsidiaries under the Services Agreement, inclusive of fees paid for revenue producing services related to the segments. On the closing date of the Endeavor Asset Acquisition, the Services Agreement between EGH and TKO OpCo was terminated and the Transition Services Agreement was entered into between the EGH Parties, TWI and the TKO Parties.
The profitability measure employed by the Company’s CODM for allocating resources and assessing operating performance is Adjusted EBITDA. The Company defines Adjusted EBITDA as net income, excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger and acquisition costs, certain legal costs, restructuring, severance and impairment charges, and certain other items when applicable. Adjusted EBITDA includes amortization expenses directly related to supporting the operations of the Company’s segments, including content production asset amortization. The Company’s CODM considers budget-to-actual and quarter-over-quarter variances when making decisions about allocating capital and personnel to the segments. The Company believes the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view the Company’s segment performance in the same manner as the Company’s CODM to evaluate segment performance and make decisions about allocating resources. Additionally, the Company believes that Adjusted EBITDA is a primary measure used by media investors, analysts and peers for comparative purposes.
The Company does not disclose assets by segment information. The Company does not provide assets by segment information to the Company’s CODM, as that information is not typically used in the determination of resource allocation and assessing business performance of each reportable segment. A significant portion of the Company’s assets represent goodwill and intangible assets arising from the TKO Transactions and the Endeavor Asset Acquisition.
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The following tables present summarized financial information for each of the Company’s reportable segments (in thousands)
UFC
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Revenue | $ | 1,502,161 | $ | 1,406,241 | $ | 1,292,201 | ||||||
| Direct operating costs (1) | 433,173 | 430,223 | 383,388 | |||||||||
| Selling, general and administrative expenses (1) | 218,037 | 175,024 | 153,149 | |||||||||
| Adjusted EBITDA | 850,951 | 800,994 | 755,664 |
WWE
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Revenue | $ | 1,709,395 | $ | 1,398,100 | $ | 382,767 | ||||||
| Direct operating costs (1) | 495,671 | 426,900 | 125,685 | |||||||||
| Selling, general and administrative expenses (1) | 317,225 | 290,032 | 94,101 | |||||||||
| Adjusted EBITDA | 896,499 | 681,168 | 162,981 |
IMG
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Revenue | $ | 1,367,259 | $ | 1,970,230 | $ | 1,437,110 | ||||||
| Direct operating costs (1) | 878,600 | 1,644,187 | 986,151 | |||||||||
| Selling, general and administrative expenses (1) | 328,690 | 374,013 | 329,812 | |||||||||
| Adjusted EBITDA | 159,969 | (47,970 | ) | 121,147 |
(1)
Direct operating costs and selling, general and administrative expenses included in the measure of Adjusted EBITDA for each segment excludes reconciling items included in the reconciliation of segment profitability below.
Revenue
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| UFC | $ | 1,502,161 | $ | 1,406,241 | $ | 1,292,201 | ||||||
| WWE | 1,709,395 | 1,398,100 | 382,767 | |||||||||
| IMG | 1,367,259 | 1,970,230 | 1,437,110 | |||||||||
| Total revenue from reportable segments | 4,578,815 | 4,774,571 | 3,112,078 | |||||||||
| Corporate and Other | 199,062 | 170,274 | 131,987 | |||||||||
| Eliminations | (42,726 | ) | (60,604 | ) | (19,269 | ) | ||||||
| Total revenue | $ | 4,735,151 | $ | 4,884,241 | $ | 3,224,796 |
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Reconciliation of segment profitability
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| UFC | $ | 850,951 | $ | 800,994 | $ | 755,664 | ||||||
| WWE | 896,499 | 681,168 | 162,981 | |||||||||
| IMG | 159,969 | (47,970 | ) | 121,147 | ||||||||
| Total Adjusted EBITDA from reportable segments | 1,907,419 | 1,434,192 | 1,039,792 | |||||||||
| Corporate and Other | (322,162 | ) | (352,261 | ) | (192,019 | ) | ||||||
| Total Adjusted EBITDA | 1,585,257 | 1,081,931 | 847,773 | |||||||||
| Reconciling items: | ||||||||||||
| Equity earnings of affiliates | (13,437 | ) | (4,461 | ) | (9,212 | ) | ||||||
| Interest expense, net | (202,724 | ) | (235,792 | ) | (229,605 | ) | ||||||
| Depreciation and amortization | (484,990 | ) | (457,925 | ) | (224,051 | ) | ||||||
| Equity-based compensation expense (1) | (117,588 | ) | (103,466 | ) | (64,512 | ) | ||||||
| Merger acquisition and earn-out costs (2) | (51,722 | ) | (21,173 | ) | (85,474 | ) | ||||||
| Certain legal costs (3) | (60,395 | ) | (401,062 | ) | (38,721 | ) | ||||||
| Restructuring, severance and impairment (4) | (14,122 | ) | (45,674 | ) | (48,416 | ) | ||||||
| Debt transaction costs (5) | (8,718 | ) | (16,230 | ) | — | |||||||
| Foreign exchange (losses) and gains (6) | (13,701 | ) | (9,939 | ) | 14,811 | |||||||
| Other adjustments (7) | (11,236 | ) | 3,586 | 4,390 | ||||||||
| Income (loss) before income taxes and equity earnings of affiliates | $ | 606,624 | $ | (210,205 | ) | $ | 166,983 |
(1)
Equity-based compensation represents non-cash compensation expense for awards issued under Endeavor’s 2021 Plan subsequent to its April 28, 2021 IPO, for the WWE Replacement Awards and for awards issued under the 2023 Incentive Award Plan. For the years ended December 31, 2025 and 2024, equity-based compensation includes $4.0 million and $17.7 million, respectively, of expense associated with certain services provided by an independent contractor in the WWE segment. For the years ended December 31, 2024 and 2023, equity-based compensation includes $3.3 million and $19.9 million, respectively, of expense associated with accelerated vesting of the WWE Replacement Awards related to the workforce reduction of certain employees in the WWE segment and Corporate.
(2)
Includes (i) certain costs of professional fees and bonuses related to the TKO Transactions and payable contingent on the closing of the TKO Transactions primarily incurred during the year ended December 31, 2023 and (ii) certain costs of professional advisors related to other strategic transactions, primarily the Endeavor Asset Acquisition, incurred during the years ended December 31, 2025 and 2024, and (iii) certain costs related to integration initiatives resulting from the Endeavor Asset Acquisition. Also includes fair value adjustments for contingent consideration liabilities associated with past acquisitions.
(3)
Includes costs related to certain litigation matters including antitrust lawsuits for UFC and WWE and matters where Mr. McMahon has agreed to make future payments to certain counterparties personally. For the year ended December 31, 2024, these costs include settlement charges of $375.0 million regarding the UFC antitrust lawsuit, as described in Note 21, Commitments and Contingencies. For the year ended December 31, 2023, these costs included the settlement of a WWE antitrust matter for $20.0 million.
(4)
Includes costs resulting from the Company’s cost reduction program during the years ended December 31, 2025, 2024 and 2023, as described in Note 17, Restructuring Charges. Additionally, during the years ended December 31, 2025 and 2024, the Company recorded impairment charges of $3.6 million and $27.9 million, respectively, as described in Note 5, Supplementary Data.
(5)
For the years ended December 31, 2025 and 2024, the Company incurred certain costs associated with amending its existing debt facilities, as described further in Note 8, Debt.
(6)
Includes gains and losses on foreign exchange transactions.
(7)
For the year ended December 31, 2025, other adjustments were comprised of a net loss of $9.6 million from the sale of certain equity method investments, partially offset by a gain of $1.3 million on the sale of PBR's former headquarters building. For the year ended December 31, 2024, other adjustments were comprised primarily of gains of approximately $3.2 million related to the change in the fair value of embedded foreign currency derivatives, partially offset by losses of $0.3 million related to the change in the fair value of forward exchange contracts and $1.1 million on the disposal of assets. For the year ended December 31, 2023, other adjustments were comprised primarily of gains of approximately $3.2 million related to the change in the fair value of forward foreign exchange contracts and gains of $1.7 million related to the change in the fair value of embedded foreign currency derivatives, partially offset by losses of $1.4 million on the disposal of assets.
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Geographic information
Revenue by major geographic region is based upon the geographic location of where our revenue is generated. The information below summarizes our revenue by geographic area:
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| North America | $ | 3,514,848 | $ | 2,999,284 | $ | 2,096,314 | ||||||
| Europe/Middle East/Africa | 898,150 | 1,459,627 | 767,887 | |||||||||
| Asia Pacific | 241,672 | 337,522 | 285,692 | |||||||||
| Latin America | 80,481 | 87,808 | 74,903 | |||||||||
| Total revenue | $ | 4,735,151 | $ | 4,884,241 | $ | 3,224,796 |
The Company's property, buildings and equipment were almost entirely located in the United States at December 31, 2025 and 2024.
20. LEASES
As of December 31, 2025, the Company’s lease portfolio consisted of operating and finance leases, in which the Company is the lessee, primarily for real estate property for offices around the world. In addition, the Company has various live event production service arrangements that contain operating and finance equipment leases. The Company’s real estate leases have remaining lease terms of approximately one year to 26 years, some of which include one or more options to renew. These renewal terms can extend the lease term and are included in the lease term when it is reasonably certain that the Company will exercise the option. The Company’s equipment leases, which are included as part of various operating service arrangements, generally have remaining lease terms of approximately one year to six years. Generally, no covenants are imposed by the Company’s lease agreements.
Quantitative Disclosures Related to Leases
The following table provides quantitative disclosure about the Company’s operating and finance leases for the periods presented (dollars in thousands):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Lease costs | ||||||||||||
| Finance lease costs: | ||||||||||||
| Amortization of right-of-use assets | $ | 26,062 | $ | 22,924 | $ | 7,227 | ||||||
| Interest on lease liabilities | 19,787 | 20,246 | 6,997 | |||||||||
| Operating lease costs | 19,339 | 21,956 | 16,725 | |||||||||
| Other short-term and variable lease costs | 3,017 | 1,086 | 1,480 | |||||||||
| Total lease costs | $ | 68,205 | $ | 66,212 | $ | 32,429 | ||||||
| Other information | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||
| Operating cash flows from finance leases | $ | 19,787 | $ | 22,531 | $ | 8,072 | ||||||
| Operating cash flows from operating leases | $ | 17,692 | $ | 20,643 | $ | 15,867 | ||||||
| Finance cash flows from finance leases | $ | 18,667 | $ | 12,111 | $ | 938 | ||||||
| Right-of-use assets obtained in exchange for new finance lease liabilities (1) | $ | 9,266 | $ | 22,937 | $ | 257,359 | ||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities (1) | $ | 5,381 | $ | 7,249 | $ | 24,356 | ||||||
| As of December 31, | ||||||||||||
| 2025 | 2024 | |||||||||||
| Weighted-average remaining lease term (in years) - finance leases | 22.0 | 23.3 | ||||||||||
| Weighted-average remaining lease term (in years) - operating leases | 5.0 | 5.1 | ||||||||||
| Weighted-average discount rate - finance leases | 8.2 | % | 8.2 | % | ||||||||
| Weighted-average discount rate - operating leases | 6.6 | % | 6.7 | % |
(1)
The amounts for the year ended December 31, 2023 are primarily related to the assets acquired from WWE as discussed in Note 4, Acquisition of WWE.
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Maturity of lease liabilities as of December 31, 2025 were as follows (in thousands):
| Operating | Finance | |||||||
| Leases | Leases | |||||||
| 2026 | $ | 20,866 | $ | 39,703 | ||||
| 2027 | 17,278 | 28,133 | ||||||
| 2028 | 9,472 | 18,241 | ||||||
| 2029 | 5,769 | 18,241 | ||||||
| 2030 | 4,309 | 17,618 | ||||||
| Thereafter | 12,123 | 430,978 | ||||||
| Total future minimum lease payment | 69,817 | 552,914 | ||||||
| Less: imputed interest | (11,106 | ) | (310,714 | ) | ||||
| Present value of future minimum lease payments | 58,711 | 242,200 | ||||||
| Less: current portion of lease liabilities | (17,648 | ) | (22,741 | ) | ||||
| Long-term lease liabilities | $ | 41,063 | $ | 219,459 |
21. COMMITMENTS AND CONTINGENCIES
The Company enters into long-term commercial partnership arrangements and other executory contracts in the ordinary course of business. Accordingly, as of December 31, 2025, the Company has no material unconditional purchase obligations required to be disclosed in accordance with ASC 440, Commitments.
The Company’s future commitments related to its debt obligations and its operating and finance leases are separately disclosed in Note 8, Debt, and Note 20, Leases, respectively.
Legal Proceedings
The Company is involved in legal proceedings, claims and governmental investigations arising in the normal course of business. The types of allegations that arise in connection with such legal proceedings vary in nature, but can include, among others, contract, employment, tax and intellectual property matters. The Company evaluates all cases and records liabilities for losses from legal proceedings when the Company determines that it is probable that the outcome will be unfavorable and the amount, or potential range, of loss can be reasonably estimated. While any outcome related to litigation or such governmental proceedings cannot be predicted with certainty, management believes that the outcome of these matters, except as otherwise may be discussed below, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
UFC Legal Proceedings
Five related class-action lawsuits were filed against Zuffa between December 2014 and March 2015 by a total of eleven former UFC fighters. The lawsuits, which were substantially identical, were transferred to the United States District Court for the District of Nevada and consolidated into a single action in June 2015, captioned Le et al. v. Zuffa, LLC, No. 2:15-cv-1045-RFB-BNW (D. Nev.) (the “Le” case). The lawsuit alleged that Zuffa violated Section 2 of the Sherman Act by monopsonizing an alleged market for the services of elite professional MMA athletes. The fighter plaintiffs claimed that Zuffa’s alleged conduct injured them by artificially depressing the compensation they received for their services. The plaintiffs sought treble damages under the antitrust laws, as well as attorneys’ fees and costs, and, in some instances, injunctive relief. On August 9, 2023, the district court certified the lawsuit as a damages class action, encompassing the period from December 16, 2010 to June 30, 2017. The fighter plaintiffs in the Le case abandoned their claim for injunctive relief, so the only relief the fighter plaintiffs would have sought at trial was damages. On September 26, 2024, following the court’s denial of an earlier proposed settlement agreement, the Company reached an agreement with the plaintiffs to settle all claims asserted in the Le case for an aggregate amount of $375.0 million payable in installments over an agreed-upon period of time by the Company (the “Updated Settlement Agreement”). The terms of the Updated Settlement Agreement were preliminarily approved by the district court on October 22, 2024. The Updated Settlement Agreement was granted final approval by the district court 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, which are included as a component of selling, general and administrative expenses in the consolidated statements of operations. The Company paid $125.0 million of the aggregate $375.0 million settlement amount into escrow in late October 2024, shortly following receipt of preliminary approval, and another $125.0 million into escrow in February 2025 shortly following receipt of final approval, in accordance with the terms of the Updated Settlement Agreement. The Company made the third and final payment covering the remaining $125.0 million in June 2025. The Company anticipates that the settlement amount will be deductible for tax purposes.
On June 24, 2021, another lawsuit, Johnson et al. v. Zuffa, LLC et al., No. 2:21-cv-1189-RFB-BNW (D. Nev.) (the “Johnson” case), was filed by a putative class of former UFC fighters and covering the period from July 1, 2017, to the present. The Johnson case alleges substantially similar claims to the Le case and seeks injunctive relief. No trial date has been set in the Johnson action and the
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parties are in the midst of the discovery process.
On May 23, 2025, Cirkunovs v. Zuffa, LLC et al., No. 2:25-cv-00914-RFB-BNW (D. Nev.) (the “Cirkunovs” case), was filed by a putative class of former UFC fighters who signed contracts with arbitration clauses and class action waiver agreements during the period July 1, 2017, to the present. The complaint in Cirkunovs contains nearly identical allegations to Johnson and further alleges that the arbitration clauses and class action waivers contained in the fighters’ contracts are unenforceable. The Cirkunovs complaint seeks injunctive relief invalidating these arbitration clauses and class action waivers, as well as treble damages under the antitrust laws and attorneys’ fees and costs. Zuffa filed a motion to compel arbitration, and the Court has allowed Plaintiffs to seek discovery regarding the arbitration clause before ruling on Zuffa’s motion. No trial date has been set in the Cirkunovs action.
On May 29, 2025, a similar complaint was filed by a current Professional Fighters League fighter named Phil Davis. Davis v. Zuffa, LLC et al., No. 2:25-cv-00946-RFB-BNW (D. Nev.) (the “Davis” case). The Davis complaint also asserts nearly identical allegations as in Johnson and Cirkunovs, except Davis seeks to represent a class of fighters who competed in U.S.-bouts for non-UFC promotions from May 29, 2021, onward, excluding all currently contracted UFC fighters, as well as the Johnson and Cirkunovs class members. The Davis case alleges UFC’s alleged anticompetitive conduct impairs the ability of non-UFC fighters to advance their careers and artificially suppresses non-UFC fighter pay. The Davis case does not seek monetary damages and instead seeks injunctive relief. No trial date has been set in the Davis action, and discovery has not yet begun. Zuffa has filed a motion to dismiss which argues, among other things, that Davis’ claims are released because of his prior affiliation with UFC and his membership in a class of fighters who have settled and released the same claims against Zuffa as those raised in Davis. While no official order has been entered, the district court has indicated its intention to deny Zuffa’s motion to dismiss Davis.
WWE Legal Proceedings
As announced in June 2022, a Special Committee of independent members of WWE’s board of directors (the “Special Committee”) was formed to investigate alleged misconduct by WWE’s then-Chief Executive Officer, Vincent K. McMahon (the “Special Committee investigation”). Mr. McMahon initially resigned from all positions held with WWE on July 22, 2022 but remained a stockholder with a controlling interest and served as Executive Chairman of WWE’s board of directors from January 9, 2023 through September 12, 2023, at which time Mr. McMahon became Executive Chair of the Company's board of directors. Although the Special Committee investigation is complete and, in January 2024, Mr. McMahon resigned from his position as Executive Chair and member of the Company's board of directors, as well as other positions, employment and otherwise, at TKO and its subsidiaries, WWE has received, and may receive in the future, regulatory, investigative and enforcement inquiries, subpoenas, demands, claims and/or complaints arising from, related to, or in connection with these matters. On July 17, 2023, federal law enforcement agents executed a search warrant and served a federal grand jury subpoena on Mr. McMahon. On January 10, 2025, the United States Securities and Exchange Commission settled charges against Mr. McMahon for failing to disclose certain settlement agreements 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. No charges have been brought against the Company.
On January 25, 2024, a former WWE employee filed a lawsuit against WWE, Mr. McMahon and another former WWE executive, John Laurinaitis, in the United States District Court for the District of Connecticut alleging, among other things, that she was sexually assaulted by Mr. McMahon and Mr. Laurinaitis and asserting claims under the Trafficking Victims Protection Act. On May 30, 2025, Mr. Laurinaitis was dismissed from the matter with prejudice pursuant to a stipulation of dismissal. WWE has moved to compel the matter to arbitration.
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 World Wrestling Federation ring announcer during the 1980s. On April 28, 2025, plaintiffs filed an amended complaint adding three unnamed plaintiffs, but no new defendants. Defendants WWE and TKO, as well as Mr. McMahon and Linda McMahon, each moved to dismiss all claims on June 11, 2025. On December 10, 2025, the court dismissed the claims asserted by one of the unnamed plaintiffs (and certain other claims asserted against Ms. McMahon) but otherwise denied the motions to dismiss.
On November 17, 2023, a purported former stockholder of WWE, Laborers’ District Council and Contractors’ Pension Fund of Ohio (“Laborers”), filed a verified class action complaint on behalf of itself and similarly situated former WWE stockholders in the Court of Chancery of the State of Delaware (“Delaware Court”), captioned Laborers District Council and Contractors’ Pension Fund of Ohio v. McMahon, C.A. No. 2023-1166-JTL (“Laborers Action”). On November 20, 2023, another purported former WWE stockholder, Dennis Palkon, filed a verified class action complaint on behalf of himself and similarly situated former WWE stockholders in the Delaware Court, captioned Palkon v. McMahon, C.A. No. 2023-1175-JTL (“Palkon Action”). The Laborers and Palkon Actions allege breach of fiduciary duty claims against former WWE directors Mr. McMahon, Nick Khan, Paul Levesque, George A. Barrios, Steve Koonin, Michelle D. Wilson, and Frank A. Riddick III (collectively, the “Individual Defendants”), arising out of the TKO Transactions. On April 24, 2024, the City of Pontiac Reestablished General Employees’ Retirement System (“Pontiac”), a purported former stockholder of WWE, filed another verified class action complaint on behalf of itself and similarly situated former WWE stockholders in the Delaware Court captioned City of Pontiac Reestablished General Employees’ Retirement System v. McMahon, C.A.
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No. 2024-0432 (“Pontiac Action”). The Pontiac Action similarly alleges breach of fiduciary duty claims against the Individual Defendants and added claims against WWE and TKO for denying stockholders their appraisal rights under DGCL § 262, as well as claims against EGH for aiding and abetting the alleged breaches of fiduciary duties and for civil conspiracy to violate DGCL § 262. On May 2, 2024, the Court entered an order consolidating the Laborers, Palkon and Pontiac Actions under the caption In re World Wrestling Entertainment, Inc. Merger Litigation, C.A. No. 2023-1166-JTL (“Consolidated Action”). On August 8, 2024, the Delaware Court appointed the Laborers and Palkon plaintiffs as co-lead plaintiffs, and the co-lead plaintiffs subsequently designated the Palkon complaint as operative. As a result, WWE, TKO and EGH are no longer defendants. On October 24, 2024, the Delaware Court entered a stipulation dismissing all claims against Messrs. Koonin and Riddick, who, therefore, are no longer defendants. The remaining Individual Defendants filed answers to the complaint on October 28, 2024 and fact discovery closed on December 19, 2025. Trial is scheduled for June 2026.
IMG Legal Proceedings
As set forth in the Endeavor Asset Acquisition Agreement and pursuant to other agreements between the Company and Endeavor Group Holdings, Inc., Endeavor Group Holdings, Inc. is obligated to indemnify the Company for, and pay directly, any judgment entered against IMG or settlement entered into with respect to IMG, including with respect to claims or actions brought by other parties, in each case, to the extent related to the proceedings described below.
In July 2017, the Italian Competition Authority (“ICA”) issued a decision opening an investigation into alleged breaches of competition law in Italy, involving inter alia IMG, and relating to bidding for certain media rights of the Serie A and Serie B football leagues. In April 2018, the European Commission conducted on-site inspections at a number of companies that are involved with sports media rights, including IMG. The inspections were part of an ongoing investigation into the sector and into potential violations of certain antitrust laws that may have taken place within it. IMG investigated these ICA matters, as well as other regulatory compliance matters. In May 2019, the ICA completed its investigation and fined IMG approximately EUR 0.3 million. As part of its decision, the ICA acknowledged IMG's cooperation and ongoing compliance efforts since the investigation commenced. In July 2019, three football clubs (the “Original Plaintiffs”) and in June 2020, the Serie A football league (Lega Nazionale Professionisti Serie A or “Lega Nazionale,” and together with the Original Plaintiffs, the “Plaintiffs”) each filed separate claims against IMG and certain other unrelated parties in the Court of Milan, Italy, alleging that IMG engaged in anti-competitive practices with regard to bidding for certain media rights of the Serie A and Serie B football leagues. The Plaintiffs seek damages from all defendants deriving from the lower value of the media rights in amounts totaling EUR 554.6 million in the aggregate relating to the Original Plaintiffs and EUR 1,750 million relating to Lega Nazionale, along with attorneys’ fees and costs. Since December 2020, four additional clubs have each filed requests to intervene in the Lega Nazionale proceedings and individually seek to claim damages deriving from the lower value of the media rights in amounts in the aggregate totaling EUR 251.5 million. The Original Plaintiffs and these four additional clubs are also seeking additional damages relating to alleged lost profits and additional charges, quantified in the fourth quarter of 2022 in amounts totaling EUR 1,675 million. Ten other clubs also filed requests to intervene in support of Lega Nazionale’s claim or alternatively to individually claim damages deriving from the lower value of the media rights in the amount of EUR 284.9 million, in the case of five clubs, and unspecified amounts (to be quantified as a percentage of the total amount sought by Lega Nazionale) in the other five cases. Collectively, the interventions of these 14 clubs are the “Interventions.” By judgment issued on May 8, 2024, the Court of Milan ruled that the clubs have a concurrent right to bring a claim, and Lega Nazionale is entitled to retain only 10% of the aggregate loss suffered (if any) by the clubs deriving from the lower value of the media rights. IMG reserved the right to appeal the partial ruling. In December 2022, one further football club filed a separate claim against IMG and certain other unrelated parties seeking damages from all defendants deriving from the lower value of the media rights in the amount of EUR 326.9 million, in addition to alleged additional damages relating to lost profits and additional charges which the club, with defensive brief on May 13, 2024, quantified in amounts totaling EUR 513.5 million. On December 3, 2024, this latter lawsuit was consolidated with the one brought by the Plaintiffs. During April to June 2025, two additional clubs intervened in the proceedings in support of Lega Nazionale’s claims. Such clubs did not bring new claims but only supported those of the Lega Nazionale. In July 2025, a third-party purchased the claim of one of the intervening clubs in support of Lega Nazionale and intervened into the proceedings. This third-party purchaser has merely taken over an existing claim. During December 2025 to January 2026, two additional clubs intervened in the proceedings in support of Lega Nazionale’s claims. Such clubs request alternatively to individually claim damages deriving from the lower value of the media rights in the amount of EUR 277.8 million. Currently, the total number of Interventions amounts to 18 clubs. IMG has defended in its submissions to date, and intends to continue to defend, against all of the damages claims, Interventions and any related claims, and management believes that IMG has meritorious defenses to these claims, including the absence of actual damage. In the event of a negative outcome of the case, any amount awarded to the Lega Nazionale or the clubs (as plaintiffs or intervening clubs) will also need to account for accrued interest and reimbursement of legal costs. IMG may also be subject to regulatory and other claims and actions with respect to these ICA and other regulatory matters.
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22. RELATED PARTY TRANSACTIONS
EGH and its subsidiaries
EGH and its subsidiaries (collectively, the “Group”), who collectively own approximately 63.0% of the voting interest in TKO as of December 31, 2025, provide various services to the Company and, upon consummation of the TKO Transactions, such services are provided pursuant to the Services Agreement which was terminated upon consummation of the Endeavor Asset Acquisition. Additionally, the Company and EGH entered into the Transition Service Agreement effective February 28, 2025. Revenue and expenses associated with such services are as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Event and other licensing revenues earned from the Group | $ | 7,245 | $ | 1,814 | $ | 4,215 | ||||||
| Expenses incurred with the Group included in direct operating costs (1) | 25,963 | 18,652 | 16,667 | |||||||||
| Expenses incurred with the Group included in selling, general and administrative expenses (2) | 44,463 | 19,992 | 23,353 | |||||||||
| Interest expense (income) from the Group, net (3) | (3,295 | ) | 15,600 | 11,612 | ||||||||
| Net expense resulting from Group transactions included within net income (loss) | $ | (59,886 | ) | $ | (52,430 | ) | $ | (47,417 | ) |
(1)
These expenses primarily consist of production and consulting services as well as commissions paid to the Group.
(2)
These expenses primarily consist of service fees paid to the Group. These service fees are costs related to representation, executive leadership, back-office and corporate functions and other management services provided by the Group. Beginning in March 2025 expenses associated with the Transition Services Agreement primarily consist of pass through expenses related to the Acquired Businesses and back-office and corporate function costs.
(3)
The interest expense (income) relate to loans due to or from the Group.
Outstanding amounts due to and from the Group were as follows (in thousands):
| As of December 31, | ||||||||||
| Classification | 2025 | 2024 | ||||||||
| Amounts due from the Group | Other current assets | $ | 7,259 | $ | 30,450 | |||||
| Amounts due from the Group | Other assets | $ | 42,255 | $ | — | |||||
| Amounts due to the Group | Other current liabilities | $ | (31,890 | ) | $ | (12,077 | ) |
Prior to February 28, 2025, the Company reimbursed the Group for third-party costs incurred on the Company’s behalf under the Services Agreement, which was terminated effective that date. During the year ended December 31, 2025, 2024 and 2023, the Company reimbursed $0.1 million, $9.4 and $9.3 million, respectively, under the prior agreement. Under the new Transition Services Agreement, during the year ended December 31, 2025, the Company reimbursed the Group $54.3 million for third-party costs incurred on the Company’s behalf and received $8.0 million in cash payments from the Group related to the transition services provided to the Group.
Corporate Allocations in Recast Historical Combined Periods
In connection with the Company’s common control acquisition of the Acquired Businesses from Endeavor Group Holdings, Inc. and its subsidiaries on February 28, 2025, the historical financial statements have been retrospectively recast to include the combined results of TKO and the Acquired Businesses. During these historical combined periods, certain general corporate expenses incurred by EGH and its subsidiaries were allocated to the Acquired Businesses. These expenses related to centralized support functions provided by EGH and its subsidiaries, such as finance, human resources, information technology, facilities, and legal services (collectively, “General Corporate Expenses”). The General Corporate Expenses were allocated to the Acquired Businesses using reasonable methodologies, including pro rata measures based on headcount, gross profit, or other relevant drivers. These costs are included in the historical combined statements of operations within selling, general and administrative expense, and other (expense) income, net.
While management believes the allocation methodologies used for the historical combined periods are reasonable, the amounts may not reflect the actual costs that would have been incurred had the Acquired Businesses operated as standalone companies.
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The allocations of General Corporate Expenses, applicable for periods prior to the Endeavor Asset Acquisition on February 28, 2025, are reflected in the consolidated statements of operations as follows (in thousands):
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2023 | |||||||||
| Selling, general and administrative expenses | $ | 21,698 | $ | 114,183 | $ | 98,526 | |||||
| Other income (expense), net | (11 | ) | (16 | ) | (93 | ) | |||||
| Total General Corporate Expenses | $ | 21,687 | $ | 114,167 | $ | 98,433 |
Net Parent Investment/Non-Controlling Interests
All significant related party transactions between the Acquired Businesses and Endeavor Group Holdings, Inc. and its subsidiaries have been included in the combined financial statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these related party transactions is reflected in the combined statements of cash flows as a financing activity and in the combined balance sheets as a component of nonredeemable non-controlling interest.
Nonredeemable non-controlling interests as of December 31, 2024 in the combined balance sheets and net transfers from parent in the combined statement of stockholders’ equity represent Endeavor Group Holdings, Inc.’s historical investment in the Acquired Businesses and include net earnings (loss) after taxes (Endeavor Group Holdings, Inc.’s basis) and the net effect of transactions with and cost allocations from EGH and its subsidiaries. Also included in these line items are the contributions made by the Company during this period. Such balances are reflected in the combined statements of cash flows based on the cash flows made by Endeavor Group Holdings, Inc. These cash flows are included within net transfers to parent within cash flows from financing activities.
The following table summarizes the components of the net transfers to parent in nonredeemable non-controlling interests for the year ended December 31, 2025 (applicable for periods prior to the Endeavor Asset Acquisition on February 28, 2025):
| For the Year Ended December 31, 2025 | ||||
| Cash pooling and general financing activities (1) | $ | (242,698 | ) | |
| Corporate allocations | 21,688 | |||
| Contributions | — | |||
| Net transfers from/(to) parent per the Combined Statements of Equity | $ | **(**221,010 | ) | |
| Equity based compensation expense (2) | (1,250 | ) | ||
| Currency translation adjustments on intercompany transactions | 1,940 | |||
| Taxes deemed settled with Parent | 3,309 | |||
| Net loss on foreign currency transactions | 586 | |||
| Distributions not settled in cash | — | |||
| Contract balances retained by Parent and other | 93,900 | |||
| Net transfers from/(to) parent per the Combined Statements of Cash Flows | $ | **(**122,525 | ) |
(1)
The nature of activities includes financing activities for capital transfers, cash sweeps, and other treasury services. As part of this activity, certain cash balances are swept to Endeavor Group Holdings, Inc. on a daily basis under the Endeavor Group Holdings, Inc. Treasury function and the Acquired Businesses receive capital from Endeavor Group Holdings, Inc. for its cash needs.
(2)
Compensation costs associated with the Company’s employees’ participation in Endeavor Group Holdings, Inc. incentive plans have been identified for employees who exclusively support the Company’s operations. Amounts allocated to the Company from the Parent for shared services are reported within total allocated costs in the General Corporate Expenses table above.
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The following table summarizes the components of the net transfers from parent in nonredeemable non-controlling interests for the year ended December 31, 2024:
| For the Year Ended December 31, 2024 | ||||
| Cash pooling and general financing activities (1) | $ | (31,319 | ) | |
| Corporate allocations | 114,167 | |||
| Contributions | 6,926 | |||
| Net transfers from parent per the Combined Statements of Equity | $ | 89,774 | ||
| Equity based compensation expense | (15,756 | ) | ||
| Currency translation adjustments on intracompany transactions | 3,172 | |||
| Taxes deemed settled with Parent | 7,105 | |||
| Net loss on foreign currency transactions | (4,719 | ) | ||
| Distributions | (67,256 | ) | ||
| Net transfers from parent per the Combined Statements of Cash Flows | $ | 12,320 |
(1)
The nature of activities includes financing activities for capital transfers, cash sweeps, and other treasury services. As part of this activity, certain cash balances are swept to Endeavor Group Holdings, Inc. on a daily basis under the Endeavor Group Holdings, Inc. Treasury function and the Acquired Businesses receive capital from Endeavor Group Holdings, Inc. for its cash needs.
The following table summarizes the components of the net transfers to parent prior to reorganization and acquisition and net transfers from parent subsequent to reorganization and acquisition in nonredeemable non-controlling interests for the year ended December 31, 2023:
| For the Year Ended December 31, 2023 | ||||
| Cash pooling and general financing activities (1) | $ | 50,551 | ||
| Corporate allocations | 28,568 | |||
| Distributions | (259,898 | ) | ||
| Contributions | 15,243 | |||
| Net transfers to parent per the Combined Statements of Equity prior to reorganization and acquisition | $ | **(**165,536 | ) | |
| Cash pooling and general financing activities (1) | $ | 100,005 | ||
| Corporate allocations | 63,568 | |||
| Contributions | 3,395 | |||
| Net transfers from parent per the Combined Statements of Equity subsequent to reorganization and acquisition | $ | 166,968 | ||
| Equity based compensation expense | (26,041 | ) | ||
| Currency translation adjustments on intracompany transactions | (3,323 | ) | ||
| Taxes deemed settled with Parent | 8,691 | |||
| Net loss on foreign currency transactions | 12,636 | |||
| Distributions subsequent to reorganization | (36,689 | ) | ||
| Net transfers to parent per the Combined Statements of Cash Flows | $ | **(**43,294 | ) |
(1)
The nature of activities includes financing activities for capital transfers, cash sweeps, and other treasury services. As part of this activity, certain cash balances are swept to Endeavor Group Holdings, Inc. on a daily basis under the Endeavor Group Holdings, Inc. Treasury function and the Acquired Businesses receive capital from Endeavor Group Holdings, Inc. for its cash needs.
Vincent McMahon
Vincent K. McMahon, who served as Executive Chair of the Company’s Board of Directors until January 26, 2024, previously controlled a significant portion of the voting interests of the issued and outstanding shares of the Company’s common stock. Mr. McMahon has agreed to make future payments to certain counterparties personally. In accordance with the SEC’s Staff Accounting Bulletin Topic 5T, Miscellaneous Accounting, Accounting for Expenses or Liabilities Paid by Principal Stockholders (“Topic 5T”), the Company concluded that these amounts should be recognized by the Company as expenses in the period in which they become probable and estimable. These payments are considered non-cash capital contributions and are included as a component of principal stockholder contributions in our consolidated statements of stockholders’ equity/net parent investment.
In connection with the acquisition of WWE, the Company assumed $3.5 million of liabilities related to future payments owed by Mr. McMahon to certain counterparties. During the year ended December 31, 2023, the Company recorded $3.5 million of expenses associated with payments made directly by Mr. McMahon to certain counterparties. These costs are included within selling, general and
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administrative expenses in our consolidated statements of operations. During the years ended December 31, 2024 and 2023, Mr. McMahon made payments of $1.5 million and $5.5 million, respectively, associated with these liabilities to certain counterparties directly. Additionally, during the year ended December 31, 2023, the Company recorded $3.5 million of costs associated with payments made directly by Mr. McMahon related to WWE’s global headquarters lease. These costs are included within finance lease right-of- use assets, net in our consolidated balance sheets. Since these liabilities existed when Mr. McMahon controlled a significant portion of the voting interests of the Company’s common stock, these payments are considered non-cash capital contributions and are included as principal stockholder contributions in our consolidated statements of stockholders’ equity/net parent investment.
In connection with and/or arising from the investigation conducted by a Special Committee of the former WWE board of directors, Mr. McMahon has agreed to reimburse the Company for additional costs incurred in connection with and/or arising from the same matters. During the years ended December 31, 2024 and 2023, Mr. McMahon reimbursed the Company $6.4 million and $5.8 million, respectively, associated with these costs. These payments are considered capital contributions and are included as principal stockholder contributions in our consolidated statements of stockholders' equity/net parent investment.
Dwayne Johnson
Dwayne Johnson (also known by his stage name “The Rock”) is an actor, film producer, entrepreneur and professional wrestler who has provided talent related services to WWE for decades. Mr. Johnson is represented by talent agency William Morris Endeavor, an affiliate of TKO. On January 23, 2024, the Company’s board of directors appointed Mr. Johnson as a WWE director designee on the TKO Board.
On January 22, 2024, WWE and Mr. Johnson entered into the DJ Services Agreement, pursuant to which Mr. Johnson agreed to provide to WWE certain promotional and other services. WWE also entered into an IP Assignment Agreement with certain affiliates of Mr. Johnson, pursuant to which WWE assigned to Mr. Johnson (via one of his affiliates) “The Rock” trademark and certain related trademarks, service marks, ring names, taglines and other intellectual property assets (the “Assigned IP”).
Under the terms of the DJ Services Agreement, Mr. Johnson further agreed to license the Assigned IP and Mr. Johnson’s name, likeness and certain other intellectual property rights to WWE for use in connection with certain categories of licensed products related to professional wrestling for up to 10 years, subject to certain earlier termination rights.
As discussed in Note 13, Equity-based Compensation, as consideration for Mr. Johnson’s services pursuant to the DJ Services Agreement, and in respect of the intellectual property grants and licenses made by Mr. Johnson and his affiliates in connection therewith, Mr. Johnson received an RSU award for an aggregate value of $30.0 million. During the years ended December 31, 2025 and 2024, the Company recognized equity-based compensation expense of $4.0 million and $17.7 million associated with this award, which is included within direct operating costs in our consolidated statements of operations.
Mr. Johnson also receives annual royalties from WWE and will be entitled to receive royalties in connection with the sale of licensed products that utilize the Assigned IP and his name, likeness and other intellectual property rights in accordance with the DJ Services Agreement. The Company paid $0.9 million of royalties that were earned by Mr. Johnson during each of the years ended December 31, 2025 and 2024. In addition, Mr. Johnson is entitled to reimbursement for certain travel expenses associated with delivering services under the DJ Services Agreement. Such reimbursable expenses totaled $0.6 million and $2.6 million for the years ended December 31, 2025 and 2024, respectively. These amounts are included in selling, general and administrative expenses in our consolidated statements of operations.
Other Related Parties
During the third quarter of 2025, the Company divested its equity-method investment in Euroleague Ventures S.A. (“Euroleague”). Accordingly, related-party transactions connected with Euroleague are presented through the date of divestiture. For the years ended December 31, 2025, 2024 and 2023, the Company recognized revenue of $16.2 million, $22.2 million and $21.0 million, and incurred direct operating costs of $0.2 million, $1.0 million and $0.3 million, respectively, for a management fee to compensate it for representation and technical services it provides to Euroleague in relation to the distribution of media rights as well as production services. These revenue and costs are reported within the IMG segment. As of December 31, 2024, the Company had a related party receivable $10.7 million. Following the divestiture, Euroleague is no longer a related party; however, the Company continues to maintain a commercial relationship with Euroleague to provide representation, technical, and other services in the ordinary course of business.
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23. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly results for the years ended December 31, 2025 and 2024 are as follows (in thousands, except for per share data):
| 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | Full Year | |||||||||||||||
| 2025 (1): | |||||||||||||||||||
| Revenue | $ | 1,268,800 | $ | 1,308,442 | $ | 1,119,914 | $ | 1,037,995 | $ | 4,735,151 | |||||||||
| Operating income | 237,364 | 368,305 | 171,963 | 57,383 | 835,015 | ||||||||||||||
| Net income (loss) attributable to TKO Group Holdings, Inc. | 58,408 | 98,365 | 41,005 | (2,375 | ) | 195,403 | |||||||||||||
| Basic net earnings (loss) per share of Class A common stock | $ | 0.72 | $ | 1.20 | $ | 0.50 | $ | (0.03 | ) | $ | 2.42 | ||||||||
| Diluted net earnings (loss) per share of Class A common stock | $ | 0.69 | $ | 1.17 | $ | 0.47 | $ | (0.08 | ) | $ | 2.26 | ||||||||
| 2024 (1): | |||||||||||||||||||
| Revenue | $ | 1,222,448 | $ | 1,193,191 | $ | 1,540,683 | $ | 927,919 | $ | 4,884,241 | |||||||||
| Operating (loss) income | (173,580 | ) | 114,856 | 34,633 | 55,037 | 30,946 | |||||||||||||
| Net (loss) income attributable to TKO Group Holdings, Inc. | (103,840 | ) | 59,107 | 23,136 | 31,005 | 9,408 | |||||||||||||
| Basic net (loss) earnings per share of Class A common stock | $ | (1.26 | ) | $ | 0.73 | $ | 0.29 | $ | 0.38 | $ | 0.12 | ||||||||
| Diluted net (loss) earnings per share of Class A common stock | $ | (1.26 | ) | $ | 0.72 | $ | 0.28 | $ | 0.28 | $ | 0.02 |
(1)
Financial data for quarterly periods from January 1, 2024 through February 28, 2025 has been retrospectively recast to reflect the Company's common control acquisition of the Acquired Businesses from Endeavor Group Holdings, Inc. and its subsidiaries. Refer to Note 1, Description of Business and Note 2, Summary of Significant Accounting Policies for further details on the Endeavor Asset Acquisition.
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