6 paragraphs in Risk Factors of the 10-K filed Feb 25, 2026
with nothing like them in the 10-K filed Feb 26, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 18 Communication companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
A key component of our success is our relationships with television and cable networks, satellite providers, digital streaming and other distribution partners. We are dependent on maintaining these existing relationships and expanding upon them so that we have a robust network with which we can work to arrange multimedia rights sales, including distribution of our events and media content. Our television programming for our events is distributed by television and cable networks, satellite providers, pay-per-view (“PPV”), digital
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•licensing laws for athletes and laws and regulations regarding the promotion and operation of MMA and boxing events;
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Endeavor also conducts various administrative and operational functions of the Company pursuant to the Transition Services Agreement.
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Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires us to evaluate the effectiveness of our internal controls over financial reporting as of the end of each fiscal year, including a management report assessing the effectiveness of our internal controls over financial reporting, and a report issued by our independent registered public accounting firm on that assessment. Our ability to comply with the annual internal control reporting requirements will depend on the effectiveness of our financial reporting and data systems and controls across our company. We from time to time make investments to further automate, streamline and centralize our businesses’ use of these systems and expect these systems and controls to require additional investment as we become increasingly more complex and our business grows. To effectively manage this complexity, we will need to continue to maintain and revise our operational, financial and management controls, and our reporting systems and procedures. Certain weaknesses or deficiencies or failures to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results and cause us to fail to meet our financial reporting obligations, or result in material misstatements in our financial statements, which could adversely affect our business and reduce our stock price.
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The EGH Parties, on the one hand, and TKO OpCo, TKO Group Holdings and TWI (the “TKO Parties”), on the other hand, are party to the Transition Services Agreement, pursuant to which the EGH Parties and the TKO Parties agreed to provide each other with certain specified services. The services to be provided pursuant to the Transition Services Agreement to TKO and its subsidiaries are on a temporary basis and are intended to support the transition of the Acquired Businesses from Endeavor to TKO OpCo. The Transition Services Agreement will remain in effect until terminated by the parties pursuant to the terms thereof. The services that are designated to be provided on a transitional basis are to be provided for the period of time specified in the Transition Services Agreement, subject to extension by mutual agreement.
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On October 24, 2024, we announced that the Board authorized a share repurchase program of up to $2.0 billion of our Class A common stock. As of December 31, 2025, 4.6 million shares of Class A common stock have been repurchased under the program, for an aggregate purchase price of $866.8 million.
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New in the latest 10-Q
17 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like
them in the 10-Q filed Aug 3, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
5. SUPPLEMENTARY DATA Property, Buildings and Equipment, net As of September 30, 2026, property, buildings and equipment totaled $1,035.3 million, with accumulated depreciation of $430.0 million. As of December 31, 2025, property, buildings and equipment totaled $1,011.2 million, with accumulated depreciation of $371.3 million. Depreciation expense for property, buildings and equipment totaled $19.7 million and $24.3 million, and $67.3 million and $68.7 million for the three and nine months ended September 30, 2026 and 2025, respectively. During the three and nine months ended September 30, 2026 the Company recognized an impairment charge of $2.7 million within the WWE segment as a result of reducing the carrying value of a corporate aircraft held for sale to its fair value less cost to sell. The asset held for sale of $9.6 million is included as a component of other current assets within the Company's consolidated balance sheet as of September 30, 2026. The asset held for sale is being marketed for sale and it is the Company’s intention to complete the sale of the asset within the next twelve months. During the three and nine months ended September 30, 2026 and 2025, the Company recognized impairment charges of $2.2 million and $3.1 million, respectively, 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.
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artificially depressing their compensation for their services. On February 6, 2025, the district court approved a settlement of the Le case for an aggregate amount of $375.0 million, the last installment of which was paid in June 2025.
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to the state law on which the plaintiffs’ claims are premised. On October 19, 2026, the court denied Defendants’ motion for judgment on the pleadings based on those constitutional challenges.
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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.
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As disclosed within Note 2, Summary of Significant Accounting Policies, the historical financial data includes the recast combined results of TKO and the Acquired Businesses for all periods prior to February 28, 2025. All prior period amounts related to the segment change have been retrospectively reclassified to conform to the new presentation.
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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 following the TKO
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Includes certain impairment charges as well as costs resulting from the Company’s cost reduction programs. For the three and nine months ended September 30, 2026, these costs included asset impairment charges totaling $4.9 million, related to the WWE and IMG segments. For the three and nine months ended September 30, 2025, these costs included asset impairment charges of $3.6 million within the IMG segment. Refer to Note 5, Supplementary Data, for further information.
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and content revenue primarily due to new production distribution deals for FIFA World Cup, tennis and soccer at the IMG business, compared to the prior year.
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Includes certain impairment charges as well as costs resulting from the Company’s cost reduction programs. For the three and nine months ended September 30, 2026, these costs included asset impairment charges totaling $4.9 million, related to the WWE and IMG segments. For the three and nine months ended September 30, 2025, these costs included asset impairment charges of $3.6 million within the IMG segment. Refer to Note 5, Supplementary Data, for further information.
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Controls and procedures
The Company is currently in the process of a multi-year implementation to update its enterprise resource planning (“ERP”) system to a new fully cloud-based system that will replace our existing system. During the third quarter of 2026, we implemented our updated ERP to replace a legacy system at certain of our businesses. We have updated our internal controls over financial reporting accordingly to allow for modifications to our business processes. As the phased implementation occurs, it may result in additional changes to our processes and procedures which in turn may result in further changes to our internal controls over financial reporting. We will continue to evaluate any further changes in our internal control over financial reporting over the course of the implementation of the new ERP and other related systems.
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Other information
We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 29, 2026, Seth Krauss, Chief Administrative Officer and Senior Counsel and a named executive officer of TKO Group Holdings, Inc. (the “Company”), notified the Company he was stepping down from such position, effective November 4, 2026 (the “Transition Date”). Following the Transition Date, Mr. Krauss will remain employed with the Company until January 15, 2027 in a non-executive officer role as Senior Counsel, pursuant to the terms and conditions of his existing employment agreement (other than with respect to his position and duties).
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On November 2, 2026, the Company entered into an amendment to Andrew Schleimer’s existing employment agreement (the “Schleimer Amendment”), which, absent the Schleimer Amendment, would have expired on December 31, 2026. The following represents a summary of the material terms of the Schleimer Amendment.
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The Schleimer Amendment extends the term of Mr. Schleimer’s employment agreement to December 31, 2031 and provides for increases to Mr. Schleimer’s base salary and target bonus, effective January 1, 2027, to $2,500,000 each. In addition, on or promptly following the effectiveness of the Schleimer Amendment, Mr. Schleimer will receive an equity award of restricted stock units with a value of approximately $10,000,000 that will vest in five approximately equal installments on each of the one-year, two-year, three-year, four-year and five-year anniversaries of the effectiveness of the Schleimer Amendment, subject to Mr. Schleimer’s continued employment through the applicable vesting date (except in certain circumstance as provided in Mr. Schleimer's existing employment agreement). Further, in respect of fiscal year 2027 and each fiscal year commencing during the remainder of the term thereafter, Mr. Schleimer will be eligible to receive an annual equity award in respect of each such fiscal year, with a target equity award amount equal to $6,000,000. All other terms and conditions of Mr. Schleimer’s employment agreement remain unchanged and in full force and effect.
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The foregoing summary of the Schleimer Amendment is not complete and is qualified in its entirety by reference to the Schleimer Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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On August 25, 2026, Shane Kapral, our Deputy Chief Financial Officer and principal accounting officer, entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “2026 Kapral
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Trading Arrangement”). The 2026 Kapral Trading Arrangement provides for the sale of up to the net number of shares of Class A common stock underlying 11,259 restricted stock units received after giving effect to the number of shares sold to satisfy tax withholding obligations on each vesting date specified under the 2026 Kapral Trading Arrangement (such total number of shares is not determinable), with a plan end date of May 10, 2027.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Feb 25, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-11-04 vs 10-K 2026-02-25
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 2025 Annual Report on Form 10-K. 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 2025 Annual Report on Form 10-K.
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