TKO

Business Context and Reporting Period

This Form 8-K was filed by TKO Group Holdings, Inc. on March 24, 2025, reporting a material event that occurred on the same date. The filing addresses a change in control of the registrant following the completion of the acquisition of its parent company, Endeavor Group Holdings, Inc. ("Endeavor"), by Silver Lake and its affiliates.

Key Financial Metrics

The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the corporate governance change and ownership structure rather than financial performance metrics.

Material Changes Versus Prior Period

• Change in Control: Silver Lake and its affiliates completed the acquisition of Endeavor, resulting in a change in control of TKO Group Holdings, Inc.
• Ownership Structure: As of the effective time of the transaction, Silver Lake and its affiliates became the sole controlling shareholders of Endeavor and beneficially own approximately 60.9% of the total voting securities of TKO Group Holdings, Inc.

Guidance, Outlook, and Management Commentary

The filing contains no forward-looking guidance, financial outlook, or management commentary regarding future operations. However, it includes specific legal clarifications regarding the transaction's impact on existing agreements:

• The acquisition does not constitute a "Change in Control" under the First Lien Credit Agreement dated August 18, 2016.
• The acquisition does not constitute a "Change of Control" under the Company's 2023 Incentive Award Plan.

Important Facts for Investor Verification

• Verify the exact percentage of voting securities beneficially owned by Silver Lake and its affiliates (stated as approximately 60.9%).
• Confirm that the transaction does not trigger default provisions or acceleration clauses in the First Lien Credit Agreement.
• Review the implications of the new ownership structure on the 2023 Incentive Award Plan vesting schedules.
• Check for any subsequent filings regarding the integration of TKO Group Holdings under Silver Lake's ownership.