TKOTKO Group Holdings
Deals with insiders in the proxy filed 2026-04-23
Deals between TKO and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-25.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 1 paragraph of the proxy filed 2025-04-25 with nothing like them this year
Governance Agreement“Prior to our former Executive Chair’s resignation from such position on January 26, 2024 (the “Executive Chair Sunset”), he was also entitled to certain director appointment rights under the Governance Agreement. As of the Executive Chair Sunset, our former Executive Chair no longer has the right to designate any directors of the Company, and his designation rights passed to the WWE Designees (acting by majority).”
Read it in last year's proxy ↗
New wording of the review policy 1 paragraph without an amount or a name
Governance Agreement“Board Nomination Provisions Prior to the Sunset Date Appointment Rights Held by WWE and the WWE Designees WWE’s initial director designees or their successors, as applicable, were entitled to designate six WWE Designees. The Governance Agreement provided that the slate of individuals nominated for election to the Board was to include all six WWE Designees, at least three of whom qualified as “independent” as defined under our Bylaws.”
Read it in the proxy ↗
The whole section
13 paragraphs quoted as filed
Related Person Transactions Policies and Procedures“We have adopted a written Related Person Transaction Policy (the “Policy”), which sets forth our policy with respect to the review and approval or, ratification of all related person transactions. Under the Policy, related person transactions are to be reviewed and approved or ratified by (1) at least a majority of the “independent” directors (as defined in the Bylaws) and (2) either (i) a majority of the Company’s Board or (ii) the Chief Executive Officer. These approving bodies review the relevant facts and circumstances of the related person transaction as it deems necessary and advisable, including without limitation, whether the transaction is inconsistent with the interest of the Company and its stockholders and taking into account the Company’s organizational and governance documents. Certain types of transactions are deemed pre-approved pursuant to standing pre-approval guidelines established under the Policy.”
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Related Person Transactions Policies and Procedures“A “related person transaction” is defined as, subject to certain exceptions as provided under Item 404(a) of Regulation S-K, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant, in which the amount involved exceeds $120,000 and in which any related person (as defined in the Policy) had, has or will have a direct or indirect material interest.”
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Related Person Transactions Policies and Procedures“In addition to the Policy, our Bylaws provide that, subject to specified exceptions, for so long as Endeavor Group Holdings, Inc. beneficially owns, directly or indirectly (including through its controlled affiliates), more than an aggregate of 20% of the voting power of the then-outstanding shares of capital stock of TKO, transactions between TKO Group Holdings, Inc. and Endeavor Group Holdings, Inc. (or its affiliates) must be approved by (i) a majority of the Board and (ii) a majority of the “independent” directors (as defined under the Bylaws). Prior to December 31, 2025, such transactions also required approval by a majority of the WWE Designees or their successors under the Governance Agreement.”
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Limited Liability Company Agreement of TKO OpCo“On September 12, 2023, TKO OpCo, TKO Group Holdings, Inc. and the EGH Subscribers entered into the Limited Liability Company Agreement of TKO OpCo (as amended and restated as of the date hereof, the “TKO Operating Agreement”). The Company operates its business through TKO OpCo and its subsidiaries, in accordance with the terms of the TKO Operating Agreement. As sole managing member of TKO OpCo, TKO Group Holdings, Inc. has control over all of the affairs and decision-making of TKO OpCo. As such, TKO Group Holdings, Inc. is responsible for all operational and administrative decisions of TKO OpCo and the day-to-day management of TKO OpCo’s business. TKO Group Holdings, Inc. will fund any dividends to TKO Group Holdings, Inc. stockholders (if any) by causing TKO OpCo to make distributions to its equityholders, including TKO Group Holdings, Inc., subject to the limitations imposed by the TKO Operating Agreement.”
Read it in the proxy ↗
Limited Liability Company Agreement of TKO OpCo“The holders of common units of TKO OpCo, including TKO Group Holdings, Inc., will generally incur U.S. federal, state and local income taxes on their allocable share of any net taxable income of TKO OpCo. Net profits of TKO OpCo will generally be allocated to its members pro rata in accordance with the percentages of their respective ownership of equity interests in TKO OpCo, though certain non-pro rata adjustments may be made to reflect tax depreciation, amortization and other allocations as required under applicable law or as provided for in the TKO Operating Agreement. The TKO Operating Agreement provides for cash distributions to the holders of common units for purposes of funding their tax obligations in respect of the taxable income of TKO OpCo that is allocated to them (or otherwise generally provides for the TKO OpCo members to be provided with liquidity), subject to available cash and any negative covenants in applicable loan agreements. Generally, these tax distributions are calculated using an assumed tax rate equal to the highest marginal combined income tax rate applicable to an individual or corporation resident in Los Angeles, California or New York, New York (whichever rate is higher), taking into account the deductibility of applicable state and local income taxes for U.S. federal income tax purposes and any limitations thereon, with the same assumed tax rate applicable to all TKO OpCo members. Distributions (including tax distributions) made in respect of common units are generally to be paid pro rata in respect of such common units.”
Read it in the proxy ↗
Limited Liability Company Agreement of TKO OpCo“The TKO Operating Agreement provides that, except as otherwise determined by TKO Group Holdings, Inc., if at any time TKO Group Holdings, Inc. issues shares of Class A common stock or any other equity or equity-linked security of TKO Group Holdings, Inc. entitled to any economic rights, TKO OpCo will then issue an equal amount of common units (or other security with corresponding economic rights) of TKO OpCo to TKO Group Holdings, Inc. Similarly, except as otherwise determined by TKO Group Holdings, Inc., TKO OpCo will not issue any additional common units to TKO Group Holdings, Inc. unless TKO Group Holdings, Inc. issues or sells an equal number of shares of Class A common stock. Conversely, except as otherwise determined by TKO Group Holdings, Inc., if at any time any shares of Class A common stock are redeemed, repurchased or otherwise acquired, TKO OpCo will redeem, repurchase or otherwise acquire an equal number of common units held by TKO Group Holdings, Inc. upon the same terms and for the same price per security, as the shares of Class A common stock are redeemed, repurchased or otherwise acquired. In addition, except as otherwise determined by TKO Group Holdings, Inc., TKO OpCo will not affect any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of TKO OpCo Units unless it is accompanied by a substantively identical subdivision or combination of TKO Group Holdings, Inc. Common Stock.”
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Limited Liability Company Agreement of TKO OpCo“Subject to certain exceptions, TKO OpCo will indemnify all of its members and their officers and other related parties against all losses or expenses arising from claims or other legal proceedings in which any such person (in its capacity as such) may be involved or become subject to in connection with TKO OpCo’s business or affairs or the TKO Operating Agreement or any related document.”
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Limited Liability Company Agreement of TKO OpCo“The TKO Operating Agreement provides that the members of TKO OpCo (other than TKO Group Holdings, Inc.) (or certain permitted transferees of the members of TKO OpCo) have the right from time to time, subject to certain restrictions, to cause TKO OpCo to redeem any or all of their common units (with the simultaneous redemption of shares of Class B common stock), in exchange for, at TKO Group Holdings, Inc.’s election (subject to certain exceptions), either cash (based on the market price of a share of Class A common stock) or shares of Class A common stock, and if such redemption is made in exchange for shares of Class A common stock, it shall be effected as a direct purchase by TKO Group Holdings, Inc. If, on the date of the applicable exchange notice, the aggregate amount of TKO Group Holdings, Inc.’s cash balance plus the aggregate amount of any loans by TKO Group Holdings, Inc. to TKO OpCo as permitted under TKO Group Holdings, Inc.’s cash management policy, in the aggregate, is in excess of $100 million, any exchange may only occur 30 days following the giving of notice by a member of the TKO Operating Agreement.”
Read it in the proxy ↗
Limited Liability Company Agreement of TKO OpCo“Under the Governance Agreement, common units are subject to restrictions on transfer, which are more fully described in the section entitled “ - Certain Restrictions on the EGH Subscribers and Endeavor” below.”
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Governance Agreement“On September 12, 2023, we entered into the Governance Agreement, which was amended on January 23, 2024 to, among other things, increase the size of the Board from 11 to 13 directors and permit each of the former Executive Chair of our Board and the EGH Subscribers to appoint one additional director (as amended, the “Governance Agreement”).”
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Governance Agreement“The Governance Agreement terminated on January 1, 2026 (the “Sunset Date”), other than with respect to certain provisions that survived termination pursuant to the terms of the Governance Agreement, including those described below under “ - Certain Restrictions on the EGH Subscribers and Endeavor Group Holdings, Inc.””
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Governance Agreement“During the term of the Governance Agreement, the WWE Designees and the EGH Subscribers were entitled to certain director designation rights, and the EGH Subscribers were subject to certain restrictions on their ability to affect certain actions, as described further below.”
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Governance Agreement“Board Nomination Provisions Prior to the Sunset Date Appointment Rights Held by WWE and the WWE Designees WWE’s initial director designees or their successors, as applicable, were entitled to designate six WWE Designees. The Governance Agreement provided that the slate of individuals nominated for election to the Board was to include all six WWE Designees, at least three of whom qualified as “independent” as defined under our Bylaws.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗