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TKOTKO Group Holdings

Communication · Entertainment · NYSE
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The 10-K against last year's

241 changes: 42 added, 28 removed, 160 reworded, 11 quiet changes

10-K Feb 25, 2026 vs Feb 26, 2025
Risk FactorsRedline ↓
14.3%
of the text changed · 25,294 words now
39.4%
of the text changed · 12,457 words now
Legal ProceedingsRedline ↓
67.0%
of the text changed · 2,668 words now
Accounting PoliciesRedline ↓
53.6%
of the text changed · 7,746 words now

10-K 0001193125-26-071651 (2026-02-25) vs 10-K 0000950170-25-027778 (2025-02-26)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Accounting Policies 713 words changed in this paragraph; it is 56% similar to last year's version.
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, Goodwill attributable to the assets acquired and liabilities assumed Acquired Businesses was recorded on the basis of EGH’s reporting units. The goodwill amounts carry with them the corresponding offset results of EGH’s impairment tests, akin to goodwill. Upon the conclusion a reorganization of the measurement period or final determination reporting units 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 EGH for impairment and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount which GAAP does not require retrospective testing 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.‌ 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 7 2 - 25 26 years Customers relationships 1 2 - 18 years Internally developed technology 1 - 8 22 years Other (includes internally developed software) 2 - 4 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.‌ intent. Content Costs The Company incurs costs to produce and distribute film and television content, which are either monetized on a title-by-title basis or as a group through subscriptions from customers. These costs include development costs, direct costs of production as well as direct negative costs incurred in the physical production of the film. From time to time, the Company acquires films to distribute exclusively through its UFC Fight Pass subscription network. The Company also licenses films for distribution exclusively through its UFC Fight Pass subscription network. 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 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.

Source: 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001193125-26-071651 vs 10-K text, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000950170-25-027778

Risk Factors 371 words changed in this paragraph; it is 51% similar to last year's version.
A key component of our success is our relationships with television and cable networks, satellite providers, digital streaming and other distribution partners, as well as corporate sponsors. 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 and sponsorship engagements, including distribution of our events and media content. Our television programming for our events is distributed by television and cable networks, satellite providers, PPV, digital streaming, and other media. We have depended on, and will continue to depend on, third parties for many aspects of the operations and distribution of WWE Network. We have an important relationship with ESPN as they are the exclusive domestic distributor of all UFC events. Because a large portion of our revenues are generated, directly and indirectly, from the distribution of our events, any failure to maintain or renew arrangements with distributors and platforms, the failure of distributors or platforms to continue to provide services to us, or the failure to enter into new distribution opportunities on terms favorable to us could adversely affect our business. We regularly engage in negotiations relating to substantial agreements covering the distribution of our television programming content by carriers located in the United States and abroad. We have agreements with multiple PPV providers globally and distribute a portion of our events through PPV, including certain events that are sold exclusively through PPV. Beginning January 2025, We have important relationships with (i) Paramount, as the exclusive distributor for all UFC Numbered Events and UFC Fight Nights throughout the U.S. and Latin America and as exclusive distributor of UFC Fight Nights in Australia, as well as the exclusive distributor of Zuffa Boxing throughout the U.S. and distributor of certain PBR programming, (ii) ESPN as the exclusive distributor for all WWE PLEs in the U.S., (iii) Netflix became as the exclusive global home to Raw. Additionally, since January 2025 and for RAW (and, as rights become available globally, distribution for all WWE content outside the U.S., including premium live events, is events) and other WWE library content, (iv) USA Network as the exclusive distributor for SmackDown in the U.S., (v) The CW, which carries NXT on Netflix. its cable network stations, and (vi) Peacock as the exclusive distributor of WWE Saturday Night’s Main Event in the U.S. Our agreement with Netflix relating to WWE has an initial 10-year term, with an option for Netflix to extend for an additional 10 years and to opt out after the initial five years. Our failure to maintain the Netflix agreement, including through Netflix exercising its opt-out rights, could adversely affect our ability to distribute WWE content, which could adversely affect our operating results. We also have substantial relationships with NBCU, which carries SmackDown on USA Network, and The CW, which carries NXT on its cable network. WWE Network is distributed exclusively via Peacock in the domestic market. These relationships are expected to continue to constitute a significant percentage of our revenues. We anticipate that we will be involved in negotiations to renew or replace our domestic television distribution rights agreements for UFC content and WWE Network with our current licensee or others before their expiration in December 2025 and March 2026, respectively. These domestic licenses together account for a very significant portion of our media segment revenues and profitability. No assurances

Source: Item 1A, 10-K 0001193125-26-071651 vs Item 1A, 10-K 0000950170-25-027778

Legal Proceedings 247 words changed in this paragraph; it is 62% similar to last year's version.
lawsuit, Johnson 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 et al., LLC, No. 2:21-cv-1189-RFB-BNW 2:15-cv-1045-RFB-BNW (D. Nev.) (the “Johnson” case), was filed “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 putative damages class of former UFC fighters and covering action, encompassing the period from July 1, 2017, December 16, 2010 to the present. June 30, 2017. The Johnson case alleged substantially similar claims to fighter plaintiffs in the Le case and abandoned their claim for injunctive relief, so the only relief the fighter plaintiffs would have sought injunctive relief. at trial was damages. On September 26, 2024, following the court's 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 have been memorialized in a long-form agreement, which the court were preliminarily approved by the district court on October 22, 2024 and finally approved 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 expects to make an additional made the third and final payment covering the remaining $125.0 million in the second quarter of June 2025. The Company anticipates that the settlement amount will be deductible for tax purposes. No trial date has been set in the Johnson action.

Source: Item 3, via Note 21 – COMMITMENTS AND CONTINGENCIES, 10-K 0001193125-26-071651 vs Item 3, via Note 21 – COMMITMENTS AND CONTINGENCIES, 10-K 0000950170-25-027778

MD&A 219 words changed in this paragraph; it is 30% similar to last year's version.
•WWE contributed revenue of $1,398.1 million for the year ended December 31, 2024 as compared increased by $311.3 million, or 22%. This increase was primarily due to $382.8 million for the period from September 12, 2023 through December 31, 2023 following its acquisition. This incremental revenue was driven by $616.0 $135.1 million of higher media rights rights, production and content primarily revenue associated with domestic and international media rights fees for WWE’s flagship programs, Raw, SmackDown and NXT, which was attributable to the new global content distribution agreement with Netflix that became effective in January 2025 and premium live event the expansion of WWE’s SmackDown programming, including WrestleMania XL events, as well as $250.8 rights fees associated with WWE’s premium live events, including the new content distribution agreement with ESPN that became effective in September 2025. This increase was also driven by $76.6 million of live event higher partnerships revenue which was primarily driven by hosting additional events with live ticketed audiences, including WrestleMania XL events, from new sponsors and increases in fees from renewals, as well as site fees associated with certain international premium live events compared to the prior year. The additional revenue was also due to $83.5 $74.3 million of increased live event revenue, which was the result of higher ticket sales revenue, driven by WrestleMania 41 in Las Vegas and the first ever two-night SummerSlam in New Jersey. Additionally, WWE generated $25.3 million of increased consumer products licensing revenue related to the sale of WWE-branded products products, including video games, merchandise and $65.0 million of sponsorship revenue from toys sales, compared to the sale of advertising. prior year.

Source: Item 7, 10-K 0001193125-26-071651 vs Item 7, 10-K 0000950170-25-027778

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of TKO's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-26. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

RemovedRisk Factors
We may fail to complete the Endeavor Asset Acquisition if certain required conditions, many of which are outside our control, are not satisfied.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
The completion of the Endeavor Asset Acquisition is subject to various customary closing conditions, including, but not limited to, (i) the absence of any order, writ, judgment, injunction, decree, ruling, stipulation, directive, assessment, subpoena, verdict, determination or award issued, promulgated or entered, by or with any governmental entity that has the effect of making the Endeavor Asset Acquisition illegal or otherwise restraining or prohibiting the consummation of the Endeavor Asset Acquisition, (ii) subject to certain exceptions, the accuracy of the representations and warranties of the parties and (iii) compliance in all material respects by each party with its obligations under the transaction agreement. Despite the parties’ best efforts, we may not be able to satisfy or receive the various closing conditions and obtain the necessary approvals in a timely fashion or at all.

Read it in 10-K 2025-02-26 at sec.gov ↗

Show the other 64
RemovedRisk Factors
•payment for certain costs relating to the Endeavor Asset Acquisition, whether or not the Endeavor Asset Acquisition is completed, such as legal, accounting, financial advisor and printing fees;

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
•negative reactions from the financial markets, including potential declines in the price of our Class A common stock due to the fact that current prices may reflect a market assumption that the Endeavor Asset Acquisition will be completed; and

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
•diverted attention of our management to the Endeavor Asset Acquisition rather than to our operations and pursuit of other opportunities that could have been beneficial to us.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
Our business is international in nature and may require employees, contractors, athletes and performers that participate in our events to frequently travel or live abroad. The ability of our key personnel, contractors and the athletes and performers that participate in our events to travel internationally for their work or to participate in our events is impacted by a variety of laws and regulations,

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
As a result, cyberattacks may be difficult to detect for an extended period of time, and the measures we take to safeguard our technology may not adequately prevent them.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
Finally, regulation of cookies and similar technologies, and any use of cookies or similar online tracking technologies as a means to identify and potentially target users, may lead to broader restrictions and impairments on our marketing and personalization activities

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
If, for any number of reasons, we are unable to continue to develop and monetize WWE Network successfully, it could adversely affect our operating results.

Read it in 10-K 2025-02-26 at sec.gov ↗

RewordedRisk Factors
Under the terms of the Transaction Agreement, TKO OpCo has generally agreed to indemnify Endeavor OpCo (and and its affiliates and direct and indirect owners) and TKO Group Holdings equity holders for certain tax liabilities attributable to the business conducted by TKO OpCo and its subsidiaries for taxable periods (or portions thereof) ending on or prior to the closing of the transactions contemplated by the Transaction Agreement, and this indemnification could adversely affect the liquidity and financial condition of TKO OpCo and TKO Group Holdings. subject to certain exceptions.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
If we were to conduct We have subsequently conducted additional repurchases of our stock or under our 10b5-1 Plan (as defined below), and we could be required to pay the excise tax in connection with these repurchases and any other transactions covered by the excise tax described above, whether pursuant to the share repurchase program announced on October 24, 2024 or otherwise, we could potentially be subject to the excise tax in connection with such transactions. otherwise.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
In addition, on October 24, 2024, we announced that the Board has had approved a quarterly cash dividend pursuant to which holders of our Class A common stock will receive their pro rata share of approximately $75 million in quarterly distributions to be made by TKO OpCo and, on September 3, 2025, we announced that the Board had approved an increase to our quarterly dividend program, resulting in holders of our Class A common stock receiving their pro rata share of approximately $150 million in quarterly distributions to be made by TKO OpCo.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
TKO OpCo has also generally agreed to indemnify Endeavor OpCo (and its affiliates and direct and indirect owners) and TKO Group Holdings and its affiliates for certain tax liabilities attributable to WWE and its subsidiaries for taxable periods (or portions thereof) ending on or prior to the closing of the transactions contemplated by the Transaction Agreement, and this indemnification could adversely affect the liquidity and financial condition of TKO OpCo and TKO Group Holdings.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
We also may be required to notify regulators and/or other companies we are contractually obligated to notify about any actual or suspected personal data breach as well as the individuals who are affected by the incident within strict time periods; complying Complying with ever more numerous and complex regulations in the event of a security incident can be expensive and difficult and failure to comply with notification requirements under applicable regulations could subject us to regulatory scrutiny and additional liability.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
We also may be required to notify regulators and/or other companies we are contractually obligated to notify about any actual or suspected personal data breach as well as the individuals who are affected by the incident within strict time periods; complying with ever more numerous and complex regulations in the event of a security incident can be expensive and difficult and failure to comply with notification requirements under applicable regulations could subject us to regulatory scrutiny and additional liability. periods.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Subject to consent rights Silver Lake and applicable agreements, including the Governance Agreement, Endeavor has have the ability to substantially control us, including the ability to control any action requiring the general approval of our stockholders, including the election of a majority of our Board members, the adoption of amendments to our certificate of incorporation and stockholder amendments to our bylaws, and the approval of any merger or sale of substantially all of our assets, subject to the terms of the Governance Agreement relating to Endeavor’s agreement to vote in favor of the director nominees not designated by Endeavor. assets.

Read it in 10-K 2026-02-25 at sec.gov ↗

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

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Although the United Kingdom currently has an adequacy decision from the European Commission, such that standard contractual clauses are not required for the transfer of personal data from the EEA to the UK, that decision will sunset in December 2031 unless extended and it may be revoked in the future by the European Commission if the UK data protection regime is reformed in ways that deviate substantially from the EU GDPR.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
In addition, some indices may determine to exclude companies with multiple share classes from their membership. =Exclusion from indices could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
If a court were to find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition, or results of operations.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Further, despite these efforts, no assurance can be given that these agreements will be effective in controlling access to and distribution of our products and Confidential Information as any of these parties may breach the agreements and disclose our Confidential Information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesRisk Factors
Our ability to effectively generate revenue from new content distribution platforms and viewing technologies will could affect our ability to maintain and grow our business.

Read it in 10-K 2026-02-25 at sec.gov ↗

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

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesRisk Factors
We currently generally rely on the standard contractual clauses issued by the EU Commission and the UK government as well as other data sharing agreements to legitimize transfers of personal information outside the EEA and the UK, including to the United States.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesRisk Factors
Further, we may seek to oppose, cancel and/or invalidate a third party’s attempt to register or otherwise protect its intellectual property rights if we deem such intellectual property is not eligible for protection or if such intellectual property infringes, dilutes, misappropriates or otherwise violates our intellectual property rights, but we may be unsuccessful in doing so or may cease such efforts if we believe that proceeding would require us to expend more resources than is commercially reasonable.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesRisk Factors
We expect to incur significant additional legal, accounting, reporting, and other expenses as a result of having publicly traded common stock, including, but not limited to, increased costs related to auditor fees, legal fees, directors’ fees, directors and officers insurance, investor relations, and various other costs.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesRisk Factors
We also expect to incur incremental costs associated with corporate governance requirements, including requirements under the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as rules implemented by the SEC and the Public Company Accounting Oversight Board.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesRisk Factors
Compliance with these rules and regulations will may make some activities more difficult, time-consuming, and costly, and, as a result, may place a strain on our systems and resources.

Read it in 10-K 2026-02-25 at sec.gov ↗

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

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
The historical financial data discussed below reflects our historical results of operations and financial position inclusive of the historical results of operations and financial position of the Acquired Businesses which were acquired in a common control acquisition on February 28, 2025; refer to our Form 8-Ks filed on February 28, 2025 and May 8, 2025 for further details. The historical financial data included in the discussion below reflects our historical results of operations and financial position and relates to periods prior to the closing of the TKO Transactions.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In connection with the Endeavor Asset Acquisition Agreement, the TKO Parties acquired the Acquired Businesses for total consideration of approximately $3.25 billion plus a $50 million purchase price adjustment (based on the volume-weighted average sales price of TKO Class A common stock for the twenty five trading days ending on October 23, 2024). The EGH Parties received approximately 26.54 million common units of TKO OpCo and subscribed for an equivalent number of corresponding shares of TKO’s Class B common stock.

Read it in 10-K 2026-02-25 at sec.gov ↗

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

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
With respect to the historical combined balance sheets of the Company, they include Endeavor Group Holdings, Inc.'s consolidated assets and liabilities that are specifically identifiable or otherwise attributable to the Acquired Businesses, including subsidiaries and/or joint ventures relating to the Acquired Businesses in which Endeavor Group Holdings, Inc. had a controlling financial interest. The assets, liabilities, revenue and expenses of the Acquired Businesses have been reflected in these combined financial statements on a historical cost basis, as included in the consolidated financial statements of Endeavor Group Holdings, Inc., using the historical accounting policies applied by Endeavor Group Holdings, Inc. Cash and cash equivalents held by EGH at the corporate level were not attributable to the Acquired Businesses for any of the periods presented due to Endeavor Group Holdings, Inc’s centralized approach to cash management and the financing of its operations. Only cash amounts held by entities for which the Acquired Businesses have legal title are reflected in the combined balance sheets. Transfers of cash, both to and from Endeavor Group Holdings, Inc.’s centralized cash management system, are reflected as a component of net parent investment in the combined balance sheets and as financing activities in the accompanying combined statements of cash flows for the recast periods prior to the TKO formation on September 12, 2023. Endeavor Group Holdings, Inc.’s debt on a consolidated basis was not attributed to the Acquired Businesses for any of the periods presented because Endeavor Group Holdings, Inc.’s borrowings are not the legal obligation of the Acquired Businesses.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
With respect to the historical combined financial statements of the Company, they include all revenues and costs directly attributable to the Acquired Businesses and reflect allocations of certain Endeavor Group Holdings, Inc.'s corporate, infrastructure and shared services expenses, including centralized research, legal, human resources, payroll, finance and accounting, employee benefits, real estate, insurance, information technology, telecommunications, treasury, and other expenses. Where possible, these charges were allocated based on direct usage, with the remainder allocated on a pro rata basis of headcount and gross profit, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Acquired Businesses during the periods presented. The allocations may not, however, reflect the expense the Acquired Businesses would have incurred as standalone companies for the periods presented. These costs also may not be indicative of the expenses that the Acquired Businesses will incur in the future or would have incurred if the Acquired Businesses had obtained these services from a third party.

Read it in 10-K 2026-02-25 at sec.gov ↗

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

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
•The IMG business is a leading global sports marketing company, specializing in media rights management and sales, multi-channel content production and distribution, brand partnerships, strategic consulting, digital services, and event management.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
•On Location is a premium experiential hospitality business, offering ticketing, curated guest experiences, live event production and travel management services.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
Revenue from our IMG segment principally consists of media rights sales, commissions, production services and studio fees; ticket and premium experience sales; and partnerships and marketing.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
Corporate and Other 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. PBR owns the Professional Bull Riders brand, which organizes bull riding competitions, promotes the sport and its athletes through live events and broadcasts. Boxing includes the joint venture with Sela Company for the Zuffa Boxing brand as well as promotional services TKO provides for boxing events.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
entity level taxes. Income taxes related to the Acquired Businesses reflected in the consolidated tax provision are attributable to U.S. regarded entities and foreign entities subject to tax in their respective jurisdictions.

Read it in 10-K 2026-02-25 at sec.gov ↗

RemovedMD&A
In October 2024, the Company entered into a definitive agreement with subsidiaries of Endeavor to acquire the Professional Bull Riders (“PBR”), On Location, and IMG businesses (the "Endeavor Asset Acquisition”). In addition, in April 2024, Endeavor entered into a merger agreement, pursuant to which affiliates of Silver Lake agreed to acquire 100% of the outstanding shares of Endeavor’s stock that Silver Lake does not already own (subject to certain exceptions) (the “Endeavor Take-Private”). Upon completion of this take-private transaction, Silver Lake will be our controlling stockholder through its ownership of Endeavor. For a discussion of risks relating to these transactions, see Part II, Item 1A. “Risk Factors.”

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
•WWE contributed direct operating costs of $451.9 million for the year ended December 31, 2024 as compared to $127.8 million for the period from September 12, 2023 through December 31, 2023 following its acquisition. These costs were primarily driven by $280.3 million of higher talent- and production-related costs associated with WWE’s premium live events, including WrestleMania XL events, and weekly television programming, as well as higher event-related costs associated with additional live events during the current year.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
(5)For the year ended December 31, 2024, the Company incurred certain costs associated with the Credit Agreement Amendment, as described in Note 8, Debt, to our audited consolidated financial statements included in this Annual Report.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
On the Closing Date, UFC Holdings borrowed $2,750.0 million of New Term Loans under the Credit Agreement to (i) repay the entire amount outstanding under the Existing Term Loans and (ii) pay fees and expenses incurred in connection with entering into the Credit Agreement Amendment.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
(2)Variable interest rate payments on our long-term debt are calculated based on the current interest rate as of December 31, 2024 and the scheduled maturity of the underlying loans.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
(4)Our finance lease payments include $334.4 million related to options to extend WWE’s global headquarters lease that are reasonably certain of being exercised.

Read it in 10-K 2025-02-26 at sec.gov ↗

RewordedMD&A
The Credit Agreement Amendment amended the Existing Credit Agreement to, among other things, (i) refinance refinanced and replace replaced the outstanding first lien secured term loans (the “Existing "Existing Term Loans”) Loans") with a new class of first lien secured term loans in loans, (ii) provided for an aggregate principal amount additional $1.0 billion incremental first lien secured term loan as a fungible increase to the Existing Term Loans of $2,750.0 million $2.8 billion (the “New "New Term Loans”), which now mature on November 21, 2031, (ii) refinance Loans"), (iii) extended the maturity of the existing secured $205.0 million revolving credit facility (the “Existing Revolving Credit Facility”) in an aggregate principal amount of $205.0 million, which now matures on from November 21, 2029 to September 15, 2030 (the “New Revolving "Revolving Credit Facility,” and, Facility" and together with the New Term Loans, the “Credit Facilities”), "Credit Facilities"), and (iii) make (iv) made certain other changes to the Existing First Lien Credit Agreement including as summarized below. Agreement.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2025 2024 2023 Revenue Media rights rights, production and content $ 879.4 672.8 $ 870.6 721.2 Live events 220.4 167.9 Sponsorship 251.4 196.3 and hospitality 611.3 1,156.8 Partnerships and marketing 69.0 73.3 Consumer products licensing 55.0 57.4 and other 14.2 18.9 Total Revenue $ 1,406.2 1,367.3 $ 1,292.2 1,970.2 Direct operating costs $ 430.2 878.6 $ 383.4 1,644.2 Selling, general and administrative expenses $ 175.0 328.7 $ 153.1 374.0 Adjusted EBITDA $ 801.0 160.0 $ 755.7 (48.0 Adjusted EBITDA margin 57% 58% 12% (2 IMG Business Operating Metrics Number of events Numbered events 14 14 Fight Nights 28 29 Total events 42 43 Location of events United States 31 33 International 11 10 Total events 42 43 Metrics:

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2025 2024 2023 Revenue Media rights rights, production and content $ 1,000.6 $ 865.5 $ 249.5 Live events and hospitality 412.8 338.5 87.7 Sponsorship Partnerships and marketing 159.6 83.0 18.0 Consumer products licensing and other 136.4 111.1 27.6 Total Revenue $ 1,709.4 $ 1,398.1 $ 382.8 Direct operating costs $ 495.7 $ 426.9 $ 125.7 Selling, general and administrative expenses $ 317.2 $ 290.1 $ 94.1 Adjusted EBITDA $ 896.5 $ 681.1 $ 163.0 Adjusted EBITDA margin 52% 49% 43% WWE Operating Metrics Number of events Premium live events 13 3 22 20 Televised events 98 27 167 150 Non-televised events 65 46 82 106 Total events 176 76 271 276 Location of events United States 132 66 227 231 International 44 10 45 Total events 176 76 271 276

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2025 2024 2023 Reconciliation of Net Income (Loss) to Adjusted EBITDA Net income (loss) $ 6.4 546.2 $ 175.7 (245.8 Provision for income taxes 25.7 31.5 73.8 37.3 Interest expense, net 249.1 239.0 202.7 235.8 Depreciation and amortization 392.8 164.6 485.0 457.9 Equity-based compensation expense (1) 94.6 57.1 Merger 117.6 103.5 Merger, acquisition and acquisition earn-out costs (2) 51.7 21.2 83.8 Certain legal costs (3) 60.5 401.1 34.2 Restructuring, severance and impairment (4) 41.9 21.5 14.1 45.7 Debt transaction costs (5) 8.7 16.2 — Foreign exchange losses and (gains) (6) 13.7 9.9 Other adjustments 2.2 1.7 (7) 11.3 (0.9 Total Adjusted EBITDA $ 1,251.2 1,585.3 $ 809.1 1,081.9 Net income (loss) margin 0% 10% 12% (5 Adjusted EBITDA margin 45% 48% 33% 22

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2025 2024 2023 Revenue Media rights rights, production and content $ 907.7 $ 879.4 $ 870.6 Live events and hospitality 232.9 220.4 167.9 Sponsorship Partnerships and marketing 314.3 251.4 196.3 Consumer products licensing and other 47.3 55.0 57.4 Total Revenue $ 1,502.2 $ 1,406.2 $ 1,292.2 Direct operating costs $ 433.2 $ 430.2 $ 383.4 Selling, general and administrative expenses $ 218.0 $ 175.0 $ 153.1 Adjusted EBITDA $ 851.0 $ 801.0 $ 755.7 Adjusted EBITDA margin 57% 58% 57% UFC Operating Metrics Number of events Numbered events 14 13 14 Fight Nights 29 28 29 Total events 42 43 42 Location of events United States 28 31 33 International 14 11 10 Total events 42 43 42

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
The loans made pursuant to Borrowings under the New Revolving Credit Facility now accrue interest at a variable interest rate equal to either (a) Term SOFR plus 2.00%-2.25%, depending 1.75% to 2.00% (depending on the First Lien Leverage Ratio (as defined in the Credit Agreement), Ratio) with a SOFR floor of 0.00% or (b) ABR plus 0.75% to 1.00% (with an ABR floor of 1.00%).

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
As of December 31, 2024 2025 and 2023, 2024, the Company had $2.8 $3.7 billion and $2.7 $2.8 billion, respectively, outstanding under a credit agreement dated August 18, 2016 (as amended and/or restated, the “First Lien Credit Agreement”), Agreement,” by and among Zuffa Guarantor, LLC (“Zuffa Guarantor”), (now known as "TKO Guarantor, LLC" or "TKO Guarantor"), UFC Holdings, LLC (“UFC Holdings”), (now known as "TKO Worldwide Holdings, LLC" or "TKO Worldwide Holdings"), as borrower, the lenders party hereto thereto and Goldman Sachs Bank USA, as Administrative Agent, administrative agent, which was entered into in connection with the acquisition of Zuffa by EGH Endeavor in 2016.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Cash used in the year ended December 31, 2024 2025 primarily reflects payments for share repurchases of $165.0 $866.8 million, distributions to Endeavor EGH and its subsidiaries of $67.3 $455.6 million, dividends paid to holders of TKO Class A common stock of $185.2 million, net transfers to EGH of $122.5 million and net payments on debt of $70.4 million.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Interest expense, net (249.1) (239.0) (202.7) (235.8) Other income (expense), expense, net 0.6 (0.2) (25.7) (5.4) Income (loss) before income taxes and equity losses of affiliates 34.4 207.5 606.6 (210.3) Provision for income taxes 25.7 31.5 73.8 37.3 Income (loss) before equity losses of affiliates 8.7 176.0 532.8 (247.6) Equity losses income of affiliates, net of tax 2.3 0.3 (13.4) (1.8) Net income 6.4 175.7 (loss) 546.2 (245.8) Less:

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Cash used in the year ended December 31, 2024 2025 primarily reflects payments of $74.9 million for property, buildings and equipment and of $127.0 million, investments in affiliates of $23.5 $30.7 million and acquisitions of $8.7 million, partially offset by infrastructure improvement incentives received of $11.7 million and proceeds from the sale of assets of $5.8 million.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Additionally, during the The prior year ended December 31, 2024, the Company recorded included an impairment charges charge of $27.9 million as a result of reducing the carrying value of WWE assets held for sale to their fair value less cost to sell, as described in Note 5, Supplementary Data, to our audited consolidated financial statements included in this Annual Report. Report, partially offset by $20.6 million of higher travel and personnel costs compared to the prior year.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
The applicable loan agreements each contain One of the Company’s other secured loans contains a financial covenant that requires UFC 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 (the “Secured Commercial Loan Covenant”). basis.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesMD&A
WWE distributes content in certain international markets through its platform WWE Network, which collects licensing fees from distribution partners and collects monthly subscription fees.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesMD&A
Evaluating whether an entity in which we have a variable interest is a VIE and whether we are the primary beneficiary may require requires management to make significant judgments involving evaluating the fair value and capitalization of the investee along with the most significant activities of the entity and the party that has power over those activities.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesMD&A
Estimating the fair value or other redemption value requires management to make significant estimates and assumptions specific to each non-controlling interest including revenue growth, profit margins, terminal value growth rates, discount rates under the income approach and other assumptions such as market multiples for comparable companies.

Read it in 10-K 2026-02-25 at sec.gov ↗

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