A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a discussion of these potential risks and uncertainties, see Part I, Item 1A. "Risk Factors" in our 2024 Annual Report. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and the price of our common stock. There have been no material changes in our risk factors to those included in our 2024 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Report of Offering of Securities and Use of Proceeds Therefrom

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table presents information with respect to purchases of the Company's Class A common stock by the Company and its affiliated purchasers made during the three months ended June 30, 2025:

PeriodTotal Number of Shares Purchased (1)Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2025 to April 30, 2025—$——$2,000,000
May 1, 2025 to May 31, 2025—$——$2,000,000
June 1, 2025 to June 30, 20251,579,080$158.32—$2,000,000
Total1,579,080—

(1)

On June 3, 2025, Endeavor OpCo entered into an agreement to purchase 1,579,080 shares of Class A common stock from Vincent K. McMahon in a private transaction at a per share price of $158.32 for aggregate consideration of approximately $250.0 million. The transaction closed on June 4, 2025.

Unregistered Sales of Equity Securities

None.

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