false 0001973266 0001973266 2025-02-28 2025-02-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 28, 2025

 

 

TKO Group Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-41797   92-3569035
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

200 Fifth Avenue, 7th Floor  
New York, New York   10010
(Address of principal executive offices)   (Zip Code)

(646) 558-8333

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Class A Common Stock, $0.00001 par value per share   TKO   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

EXPLANATORY NOTE

On February 28, 2025 (the “Closing Date”), TKO Operating Company, LLC, a Delaware limited liability company (“TKO”), and TKO Group Holdings, Inc., a Delaware corporation (“TKO PubCo” or the “Company” and, together with TKO, the “TKO Parties”), completed the acquisition of the Professional Bull Riders (“PBR”), On Location and IMG businesses (collectively, the “Transferred Businesses”), pursuant to the Transaction Agreement, dated as of October 23, 2024 (as amended, the “Transaction Agreement”), by and among the TKO Parties, Endeavor Operating Company, LLC (“EOC”), a Delaware limited liability company and subsidiary of Endeavor Group Holdings, Inc. (“Endeavor”), IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide” and, together with EOC, the “EDR Parties”), and Trans World International, LLC, a Delaware limited liability company and subsidiary of Endeavor (“Trans World International”) (the “Transactions”). As of the consummation of the Transactions, Endeavor and its subsidiaries collectively own approximately 61% of the voting interests of TKO PubCo.

The Transaction Agreement and the Transactions were previously described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2024. All defined terms used in this Current Report on Form 8-K that are not otherwise defined herein have the meanings ascribed to such terms in the Transaction Agreement.

 

Item 1.01.

Entry into a Material Definitive Agreement.

On February 27, 2025, the TKO Parties entered into the First Amendment to the Transaction Agreement (the “Transaction Agreement Amendment”), by and among the EDR Parties, Trans World International and the TKO Parties. The Transaction Agreement Amendment provides for (a) the acceleration of the Inside Date (as defined therein) to February 28, 2025, (b) the removal of the requirement that the Inside Date be automatically extended to April 1, 2025 if either (i) the EDR Parties fail to represent to the TKO Parties that the EDR Parties reasonably and in good faith expect to deliver to the TKO Parties the 2025 Financials (as defined therein) on or prior to February 28, 2025, or (ii) the Closing (as defined therein) does not occur on or prior to March 3, 2025 and (c) certain changes with respect to the timing of employee transfers.

The foregoing description of the material terms of the Transaction Agreement Amendment is not complete and is qualified in its entirety by reference to the Transaction Agreement Amendment, a copy of which is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 1.02.

Termination of a Material Definitive Agreement.

As previously disclosed, TKO OpCo is party to a Services Agreement, dated as of September 12, 2023 (the “Services Agreement”), with Endeavor, pursuant to which TKO OpCo and Endeavor provide each other with certain specified services, including services relating to content, events, gaming rights, marketing, sponsorship, accounting, employee benefits, information technology, legal support and communications. On the Closing Date, in connection with the completion of the Transactions, the parties mutually terminated the Services Agreement.

A summary of the principal terms of the Services Agreement is set forth in the section titled “Summary of Certain Agreements Related to the Transactions” contained in the Company’s information statement/prospectus on Form 424(b)(3) filed with the SEC on August 22, 2023, which summary is incorporated herein by reference. Such summary are qualified in its entirety by reference to the full text of the Services Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

 

Item 2.01.

Completion of Acquisition or Disposition of Assets.

At the effective time of the Transactions (the “Effective Time”), the EDR Parties contributed, assigned, conveyed, delivered and transferred to TKO the Transferred Businesses, in exchange for approximately 26.1 million TKO Common Units, having an aggregate value of $3.25 billion (based on the volume-weighted average sales price of TKO PubCo Class A Common Stock for the twenty five trading days ending on October 23, 2024), and subscribed for an equivalent number of corresponding shares of TKO PubCo Class B Common Stock (the “Closing Consideration”). The Closing Consideration is also subject to a purchase price adjustment to be settled in equity consisting of approximately four hundred thousand TKO Common Units, having an aggregate value of $50 million (based on the volume-weighted average sales price of TKO PubCo Class A Common Stock for the twenty five trading days ending on October 23, 2024) and an equivalent number of corresponding shares of TKO PubCo Class B Common Stock.

 

The foregoing description of the material terms of the Transaction Agreement and the Transactions is qualified in its entirety by reference to the full text of the Transaction Agreement and the Transaction Agreement Amendment, copies of which are filed as Exhibits 10.1 and 10.2, respectively, of this Current Report on Form 8-K and is incorporated by reference herein.

The information set forth in the “Explanatory Note” and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 3.02.

Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 above regarding the Closing Consideration is incorporated into this Item 3.02 by reference. The equity issued as Closing Consideration was offered and sold in private placements exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

 

Item 7.01.

Regulation FD Disclosure.

On February 28, 2025, the Company and Endeavor issued a joint press release announcing the closing of the Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information included under this Item 7.01 (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act , or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(a)

Financial Statements of the Business Acquired

The combined financial statements of the Transferred Businesses as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 (unaudited) (the “Combined Financial Statements”) are included in Exhibit 99.2. The unaudited combined financial statements of the Transferred Businesses as of September 30, 2024 and December 31, 2023 and for the nine months ended September 30, 2024 and 2023 (the “Unaudited Combined Financial Statements”) are included in Exhibit 99.3.

 

(b)

Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the deadline for the Item 2.01 information in this Current Report on Form 8-K.

 

(c)

Not applicable.

(d) Exhibits.

 

Exhibit
No.

   

Description

10.1*    Transaction Agreement, dated October 23, 2024, by and among Endeavor Operating Company, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., IMG Worldwide, LLC, and Trans World International, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on October 24, 2024).
10.2*    First Amendment to Transaction Agreement, dated February 27, 2025, by and among Endeavor Operating Company, LLC, TKO Operating Company, LLC, TKO Group Holdings, Inc., IMG Worldwide, LLC, and Trans World International, LLC.
10.3*    Services Agreement, dated as of September 12, 2023, by and among Endeavor Group Holdings, Inc. and TKO Operating Company, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on September 12, 2023).
99.1    Press Release, dated February 28, 2025.
99.2    Combined Financial Statements (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by the Company on December 13, 2024).
99.3    Unaudited Combined Financial Statements (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by the Company on December 13, 2024).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules or similar attachments upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TKO GROUP HOLDINGS, INC.
By:  

/s/ Andrew Schleimer

Name:   Andrew Schleimer
Title:   Chief Financial Officer

Date: February 28, 2025

Exhibit 10.2

Execution Version

FIRST AMENDMENT TO TRANSACTION AGREEMENT

THIS FIRST AMENDMENT TO TRANSACTION AGREEMENT (this “Amendment”) is made and entered into as of February 27, 2025, by and among IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide”), Endeavor Operating Company, LLC, a Delaware limited liability company (“EOC” and, together with IMG Worldwide, the “EDR Parties”), Trans World International, LLC (the “Company”), TKO Operating Company, LLC, a Delaware limited liability company (“TKO”) and TKO Group Holdings, Inc., a Delaware corporation (“TKO PubCo”, and together with TKO, the “TKO Parties”). Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Transaction Agreement (as defined below).

RECITALS

A. The EDR Parties, the Company and the TKO Parties entered into that certain Transaction Agreement (the “Transaction Agreement”), dated as of October 23, 2024.

B. The parties hereto wish to amend the Transaction Agreement in accordance with the terms of the Transaction Agreement and this Amendment.

C. Section 12.08 of the Transaction Agreement provides that the Transaction Agreement may be amended or modified by an instrument in writing signed by, or on behalf of, the EDR Parties and TKO.

NOW, THEREFORE, in consideration of premises, and of the representations, warranties, covenants and agreements contained herein, the value, receipt and sufficiency of which are hereby acknowledged, the EDR Parties and TKO agree as follows:

1. Amendment of Section 2.02. Section 2.02 of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“Subject to the terms and conditions of this Agreement, the closing of the Contribution and the Issuance (the “Closing”) shall take place remotely by means of email or other electronic transmission on the third (3rd) Business Day following the satisfaction or waiver of each of the conditions to the obligations of the parties hereto set forth in Section 9.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions at the Closing), or at such other time or on such other date as the EDR Parties and TKO may mutually agree in writing; provided that the Closing shall not take place prior to February 28, 2025 (the “Inside Date”, and the date on which the Closing occurs, the “Closing Date”). Except as otherwise expressly set forth in Section 7.02 and Section 7.03, the Closing shall be deemed effective as of 12:01 a.m. on the Closing Date across all applicable time zones.”

2. Amendment of 5.10(d). Section 5.10(d) of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“The EDR Parties shall, no later than February 27, 2025, represent to the TKO Parties that the EDR Parties reasonably and in good faith expect to deliver to the TKO Parties (i) the unaudited consolidated profit and losses statement of the Businesses for the month ended as of January 31, 2025, and the unaudited consolidated balance sheet of the Businesses as of January 31, 2025 and (ii) the unaudited consolidated balance sheet of the Businesses as of February 28, 2025 (collectively, the “2025 Financials”) on or prior to April 1, 2025. If the Closing occurs on or prior to March 3, 2025, the EDR Parties shall use their reasonable best efforts to deliver to the TKO

Parties the 2025 Financials no later than April 1, 2025. Notwithstanding anything to the contrary in this Agreement, the TKO Parties agree that (i) no condition to the TKO Parties’ obligations to close the Transaction set forth in Section 9.02 shall be deemed not satisfied solely as a result of the EDR Parties’ breach of this Section 5.10(d) and (ii) none of the EDR Parties or any of their Affiliates shall be liable to the TKO Parties or their Affiliates for any Losses resulting or arising from any breach of this Section 5.10(d) or any failure by the EDR Parties to deliver the 2025 Financials by April 1, 2025 in accordance with the terms of this Agreement.”

3. Amendment of 7.02(a). Section 7.02(a) of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

“In relation to any Business Employee (other than an Inactive Employee, Delayed Transfer Business Employee or Corporate Business Employee) whose employment does not automatically transfer to TKO or its Affiliates upon the occurrence of the Closing by operation of Law due to his or her employment with a Transferred Entity or otherwise, not less than ten (10) Business Days prior to the Closing, TKO or one of its Affiliates will offer employment, effective at 11:59 p.m., local time, on the Closing Date (except as otherwise set forth in this Section 7.02(a), Section 7.02(b), Section 7.02(c)(iii), Section 7.02(d)(iii) or Section 7.02(g), the “Transfer Time”), to such Business Employee in accordance with this Agreement. The EDR Parties shall, and cause their Affiliates, to cooperate in good faith with and provide reasonable assistance to TKO and its Affiliates in connection with the delivery and communication of such offers of employment, in accordance with applicable Law, and consent and agree that, subject to the EDR Parties’ review and approval of the forms thereof (which approval shall not be unreasonably withheld, conditioned or delayed), TKO or one of its Affiliates may make such offers of employment on behalf of, and thus offer any such Business Employee employment with, any of the Transferred Entities (in addition to TKO or any of TKO’s Affiliates), provided that such offers are in all events conditioned upon, and effectively solely following, the consummation of the Transaction. Offers pursuant to this Section 7.02(a) shall (i) be for a substantially similar position in which such Business Employee’s responsibilities are not significantly reduced and at a geographic work location that is within fifteen (15) miles of the same metropolitan area as the applicable Business Employee’s primary work location immediately prior to the Closing Date; and (ii) use reasonable best efforts to otherwise comply in all respects with applicable Law (including with respect to compensation and benefits) and be sufficient to (A) ensure severance, termination and other similar payments or obligations do not become due in connection with termination of employment with the EDR Group or otherwise in connection with the Transaction and (B) avoid any notification, consultation, opinion, advice or similar requirement with respect to Business Employees under any Labor Agreement or applicable Law. Notwithstanding the foregoing, to the extent any Business Employee’s employment is covered by a Labor Agreement that dictates the terms of any of the categories described in this Section 7.02(a)(i)-(ii), the terms of such Labor Agreement shall prevail. Each Business Employee who accepts an offer (including for the avoidance of doubt an offer made under this Section 7.02(a), Section 7.02(c)(iii), or Section 7.02(d)(iii)) and who commences employment with TKO or one of its Affiliates on the Closing Date, and any Business Employee who automatically transfers to TKO or its Affiliates (including as a result of being employed by a Transferred Entity at Closing or otherwise by operation of Law), shall be a “Transferred Employee”. To the extent any Business Employee required to receive an offer of employment pursuant to this Section 7.02(a) rejects such offer of employment or the EDR Parties terminate the employment of such Business Employee, any severance or termination costs or expenses incurred by the EDR Parties shall be Assumed Employee Liabilities.”

4. Amendment of 7.03(a). Section 7.03(a) of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:

 

2

“Where in a particular jurisdiction there is no Assumed Benefit Plan that provides retirement, pension, employee welfare or other employee benefits for Transferred Employees as of the Closing Date, no later than the Closing Date (or, with respect to the Delayed Transfer Business Employees or Corporate Business Employees, their applicable Transfer Time), TKO shall establish or cause to be established (or utilize existing plans, programs and arrangements, including any Labor Agreement, established or maintained by TKO or its Affiliates for the benefit of the Transferred Employees (the “TKO Plans”)), at its own expense, such retirement, pension, employee welfare and employee benefit plans for Transferred Employees, as applicable, as necessary or appropriate to comply with Section 7.02(e). Effective as of the Closing (or, with respect to the Delayed Transfer Business Employees or Corporate Business Employees, their applicable Transfer Time), each Business Employee shall cease to be an employee of the EDR Group and shall cease to participate in any EDR Plan as an active employee, except as otherwise set forth in the Transition Services Agreement. Notwithstanding anything herein to the contrary, the EDR Parties shall (or shall cause the applicable member of the EDR Group) to administer all payroll obligations in the Ordinary Course of Business with respect to all Transferred Employees through the Transfer Time.”

5. Effect of Amendment. Each of the EDR Parties and TKO represents that it has all necessary power and authority to enter into and perform the obligations of this Amendment and that there are no consents or approvals required to be obtained by such party for such party to enter into and perform its obligations under this Amendment that have not been obtained. This Amendment shall be deemed incorporated into, and form a part of, the Transaction Agreement and have the same legal validity and effect as the Transaction Agreement. Except as expressly and specifically amended hereby, all terms and provisions of the Transaction Agreement are and shall remain in full force and effect, and all references to the Transaction Agreement in this Amendment and in any ancillary agreements or documents delivered in connection with the Transaction Agreement shall hereafter refer to the Transaction Agreement as amended by this Amendment, and as it may hereafter be further amended or restated. Each reference in the Transaction Agreement to “this Agreement,” “herein,” “hereof,” “hereunder” or words of similar import shall hereafter be deemed to refer to the Transaction Agreement as amended hereby (except that references in the Transaction Agreement to the “date hereof” or “date of this Agreement” or words of similar import shall continue to mean October 23, 2024).

6. Inconsistency or Conflict. In the event of any inconsistency or conflict between the terms and provisions of the Transaction Agreement, on the one hand, and this Amendment, on the other hand, the terms and provisions of this Amendment shall govern and control.

7. Additional Provisions. The provisions contained in Sections 10.01 (Survival), 10.08 (Exclusive Remedy), 11.01 (Termination), 11.02 (Effect of Termination), 12.01 (Expenses), 12.02 (Notices), 12.04 (Severability), 12.07 (Assignment), 12.08 (Amendment), 12.10 (Rights of Third Parties), 12.11 (Governing Law; Jurisdiction; Waiver of Jury Trial), 12.13 (Non-Recourse) and 12.14 (Counterparts), of the Transaction Agreement are hereby incorporated by reference into this Amendment, mutatis mutandis, and made a part of this Amendment as if set forth fully herein.

[Signature page follows]

 

3

IN WITNESS WHEREOF, the EDR Parties and TKO have caused this Amendment to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized.

 

IMG WORLDWIDE, LLC
By:  

/s/ Jason Lublin

  Name: Jason Lublin
  Title: Authorized Signatory
ENDEAVOR OPERATING COMPANY, LLC
By:  

/s/ Jason Lublin

  Name: Jason Lublin
  Title: Chief Financial Officer

[Signature Page to First Amendment to Transaction Agreement]

TKO OPERATING COMPANY, LLC
By:  

/s/ Andrew Schleimer

  Name:   Andrew Schleimer
  Title:   Chief Financial Officer

[Signature Page to First Amendment to Transaction Agreement]

Exhibit 99.1

TKO COMPLETES ACQUISITION OF SPORTS ASSETS FROM ENDEAVOR

IMG, On Location, and PBR embolden TKO’s portfolio

NEW YORK and BEVERLY HILLS, CA (February 28, 2025) – TKO Group Holdings, Inc. (“TKO”) (NYSE: TKO), a premium sports and entertainment company, today announced the close of its acquisition of IMG, On Location, and Professional Bull Riders (“PBR”) from Endeavor Group Holdings, Inc. (“Endeavor”) (NYSE: EDR).

“These industry-leading businesses will strengthen our portfolio of world-class IP and capabilities, helping us further capitalize on the momentum of the growing sports and entertainment ecosystem,” said Mark Shapiro, President and COO of TKO. “By enhancing our expertise in sports rights, production, and premium events and experiences, we are better positioned to power the growth of UFC, WWE, and our extraordinary roster of partners.”

IMG is a leading global sports marketing agency servicing more than 200 rightsholders – including The R&A (The British Open), the All England Lawn Tennis Club (Wimbledon), and Major League Soccer (MLS) – across media rights, production, brand partnerships, digital content, and event management. On Location is a leading provider of premium hospitality and live experiences for more than 1,200 sporting events, including all premier NFL events, FIFA World Cup 26TM, and the Milano Cortina 2026 and Los Angeles 2028 Olympic Games. PBR is the world’s premier bull riding organization, promoting more than 200 global events annually.

TKO’s acquisition of IMG does not include businesses associated with the IMG brand in licensing, models, and tennis and golf representation, nor IMG’s full events portfolio, which remain part of Endeavor.

Advisors

Morgan Stanley & Co. LLC served as financial advisor to TKO. The Raine Group served as financial advisor and Latham & Watkins LLP served as legal advisor to Endeavor. Moelis & Company LLC served as financial advisor to TKO’s special committee and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor to TKO’s special committee.

About TKO

TKO Group Holdings, Inc. (NYSE: TKO) is a premium sports and entertainment company. TKO owns iconic properties including UFC, the world’s premier mixed martial arts organization; WWE, the global leader in sports entertainment; and PBR, the world’s premier bull riding organization. Together, these properties reach 210 countries and territories and organize more than 500 live events year-round, attracting more than three million fans. TKO also services and partners with major sports rights holders through IMG, an industry-leading global sports marketing agency; and On Location, a global leader in premium experiential hospitality. TKO is majority owned by Endeavor Group Holdings, Inc. (NYSE: EDR), a global sports and entertainment company.

About Endeavor

Endeavor (NYSE: EDR) is a global sports and entertainment company, home to many of the world’s most dynamic and engaging storytellers, brands, live events, and experiences. Endeavor specializes in talent representation through entertainment agency WME; full-service marketing through global cultural marketing agency 160over90; and sports data and technology through OpenBet. Endeavor is also the majority owner of TKO Group Holdings (NYSE: TKO), a premium sports and entertainment company comprising UFC, WWE, IMG, On Location, and PBR.

About IMG

IMG is a leading global sports marketing agency, specializing in media rights management and sales, multi-channel content production and distribution, brand partnerships, strategic consulting, digital services, and events management. It powers growth of revenues, fanbases and IP for more than 200 federations, associations, events, and teams, including the National Football League, English Premier League, International Olympic Committee, National Hockey League, Major League Soccer, ATP and WTA Tours, the AELTC (Wimbledon), Euroleague Basketball, CONMEBOL, DP World Tour, and The R&A, as well as UFC, WWE, and PBR. IMG is a subsidiary of TKO Group Holdings, Inc. (NYSE: TKO), a premium sports and entertainment company.

About On Location

On Location is a global leader in premium experiential hospitality, offering ticketing, curated guest experiences, live event production and travel management across sports, entertainment, fashion and culture. On Location provides unrivaled access for corporate clients and fans looking for official, immersive experiences at marquee events, including the Olympic and Paralympic Games, FIFA World Cup 2026, Super Bowl, NCAA Final Four, and more. An official partner and/or service provider to over 150 iconic rights holders, such as the IOC (the Milano Cortina 2026 and Los Angeles 2028 Olympic Games), FIFA, NFL, NCAA, UFC, WWE, and PGA of America, the company also owns and operates a number of its own unique experiences. On Location is a subsidiary of TKO Group Holdings, Inc. (NYSE: TKO), a premium sports and entertainment company.

About PBR

PBR is the world’s premier bull riding organization. More than 1,000 bull riders compete in more than 200 events annually across the televised PBR Unleash The Beast tour (UTB), which features the top bull riders in the world; the PBR Pendleton Whisky Velocity Tour (PWVT); the PBR Touring Pro Division (TPD); and the PBR’s international circuits in Australia, Brazil, and Canada. In 2022, PBR launched the nationally televised PBR Teams league—eight teams of the world’s best bull riders competing for a new championship expanding to 10 teams in 2024—as well as the PBR Challenger Series with more than 60 annual events nationwide. The organization’s digital assets include PBR RidePass on Pluto TV, which is home to Western sports. PBR is a subsidiary of TKO Group Holdings, Inc. (NYSE: TKO), a premium sports and entertainment company. For more information, visit PBR.com, or follow on Facebook at Facebook.com/PBR, X at X.com/PBR, and YouTube at YouTube.com/PBR.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. TKO and Endeavor intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the expected benefits of the transaction and TKO’s future financial and operational performance. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “contemplates,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking

statements, though not all forward-looking statements use these words or expressions. Any such forward-looking statement represents management’s expectations as of the date of this filing. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to the important factors discussed in the section entitled “Risk Factors” in TKO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Endeavor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as any such factors may be updated from time to time in TKO’s and Endeavor’s other filings with the SEC, accessible on the SEC’s website at www.sec.gov, TKO’s investor relations site at investor.tkogrp.com and Endeavor’s investor relations site at investor.endeavorco.com, as applicable. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, neither TKO nor Endeavor undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Website Disclosure

Investors and others should note that TKO and Endeavor announce material financial and operational information to their respective investors using press releases, SEC filings and public conference calls and webcasts, as well as their Investor Relations sites at investor.tkogrp.com and investor.endeavorco.com, respectively. TKO and Endeavor may also use their websites as a distribution channel of material information. In addition, you may automatically receive email alerts and other information about TKO, UFC and WWE when you enroll your email address by visiting the “Investor Email Alerts” option under the Resources tab on investor.tkogrp.com and about Endeavor when you enroll your email address by visiting the “Investor Email Alerts” option under the Resources tab on investor.endeavorco.com.

Contacts

TKO

Investors: Seth Zaslow szaslow@tkogrp.com

Media: press@tkogrp.com

Endeavor

Investors: investor@endeavorco.com

Media: press@endeavorco.com

v3.25.0.1
Document and Entity Information
Feb. 28, 2025
Cover [Abstract]  
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Entity Central Index Key 0001973266
Document Type 8-K
Document Period End Date Feb. 28, 2025
Entity Registrant Name TKO Group Holdings, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-41797
Entity Tax Identification Number 92-3569035
Entity Address, Address Line One 200 Fifth Avenue
Entity Address, Address Line Two 7th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10010
City Area Code (646)
Local Phone Number 558-8333
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Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, $0.00001 par value per share
Trading Symbol TKO
Security Exchange Name NYSE
Entity Emerging Growth Company false
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