TKO Group Holdings, Inc.

TKO Group Holdings, Inc. is a premium sports and entertainment company whose businesses include UFC, the world’s premier mixed martial arts organization; WWE, the global leader in sports entertainment; Professional Bull Riders (PBR), the world’s premier bull riding organization; and its joint venture Zuffa Boxing, a professional boxing promotion. Together, these properties reach more than 1 billion households across 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. The Company was initially established through the combination of UFC and WWE in September 2023 and significantly expanded its portfolio on February 28, 2025, when it completed the Endeavor Asset Acquisition, acquiring the IMG business, including certain businesses operating under the IMG brand, On Location, and PBR from EGH and its subsidiaries.

TKO’s businesses are well-positioned among sports, media and entertainment peers given its comprehensive portfolio of premium intellectual property, global media distribution capabilities, and experiential offerings. The Company faces competition from a variety of other domestic and foreign companies; for UFC, competitors include M-1 Global, Professional Fighters League, Combate Global, Invicta FC, Cage Warriors, AMC Fight Nights, ONE Championship, Rizin Fighting Federation, Absolute Championship Akhmat, Pancrase, Caged Steel, Eagle Fighting Championship, KSW, Extreme Fighting Championship, and Legacy Fighting Alliance. For WWE, competitors include All Elite Wrestling, Impact Wrestling, Ring of Honor, New Japan Pro-Wrestling, and Consejo Mundial de Lucha Libre. The Company believes its structural advantages—including governance structures that do not involve a franchise system with multiple owner-operators as is common in team sports, the ability to make decisions unilaterally, and autonomy over content production and intellectual property—allow it to navigate the rapidly evolving sports and entertainment landscape effectively.

The Company monetizes its media and content properties through four principal activities: (i) Media rights, production, and content, (ii) Live events and hospitality, (iii) Partnerships and marketing, and (iv) Consumer products licensing. Revenue is generated from the licensing of live events and original programming to domestic and international broadcasters and distributors via digital and linear channels and pay-per-view; from the sale of tickets, site fees, travel packages, and VIP experiences at live events; from the sale of in-venue and in-broadcast advertising assets, content product integration, and digital impressions; and from royalties and license fees related to branded products and sales of merchandise distributed at live events and through eCommerce platforms. The contractual, recurring nature of the revenue base provides the business with good visibility into revenue growth.

The UFC segment generated revenue of $1,502.2 million ¹ for the year ended December 31, 2025, compared to $1,406.2 million ² in the prior year. UFC revenue is principally comprised of media rights fees associated with the distribution of its programming content; ticket sales and site fees associated with its global live events; partnerships and marketing; and consumer products licensing agreements of UFC-branded products. UFC produces more than 40 live events annually which are broadcast in over 170 countries and territories to over 950 million TV households. As of December 31, 2025, UFC has more than 700 million fans who skew young and diverse, as well as approximately 350 million social media followers. The WWE segment generated revenue of $1,709.4 million ³ for the year ended December 31, 2025, compared to $1,398.1 million ⁴ in the prior year. WWE revenue principally consists of media rights fees associated with the distribution of its programming content; ticket sales and site fees associated with its global live events; partnerships and marketing; and consumer products licensing agreements of WWE-branded products. WWE has over 700 million fans and approximately 490 million social media followers, inclusive of talent pages, and counts more than 110 million YouTube subscribers. The IMG segment generated revenue of $1,367.3 million ⁵ for the year ended December 31, 2025, compared to $1,970.2 million ⁶ in the prior year. IMG revenue principally consists of media rights sales, commissions, production services and studio fees; ticket and premium experience sales; and partnerships and marketing. The IMG business powers revenue, fanbase, and IP growth for more than 300 federations, associations, events, and teams.

Corporate and Other revenue, which primarily relates to PBR and boxing, was $199.1 million ⁷ for the year ended December 31, 2025, compared to $170.3 million ⁸ in the prior year. PBR is the world’s premier bull riding organization, with more than 1,000 bull riders who compete in more than 200 events annually across multiple tours. PBR Teams League and Unleash The Beast events are broadcast on CBS Television Network, with Teams League events also airing on the CW Network, for a combined reach of over 40 million viewers each year. Boxing includes the joint venture with Sela Company for the Zuffa Boxing brand as well as promotional services TKO provides for boxing events. Corporate and Other revenue also consists of management and promotional fees for services primarily related to boxing.

On February 28, 2025, TKO completed the Endeavor Asset Acquisition, acquiring the IMG business, including certain businesses operating under the IMG brand, On Location, and PBR from EGH and its subsidiaries. The transaction was valued at approximately $3.25 billion ⁹ plus a $50 million ¹⁰ purchase price adjustment, and was satisfied through the issuance of 26.54 million ¹¹ common units of TKO OpCo and an equivalent number of corresponding shares of TKO Class B common stock to the EGH Parties. On October 24, 2024, the Board authorized a share repurchase program of up to $2.0 billion ¹² of Class A common stock. As of December 31, 2025, 4.6 million ¹³ shares of Class A common stock have been repurchased under the program for an aggregate purchase price of $866.8 million ¹⁴. In September 2025, the Company entered into an accelerated share repurchase agreement to repurchase $800.0 million ¹⁵ of its outstanding Class A common stock, which was completed in November 2025. The Company also entered into a 10b5-1 trading plan for the repurchase of up to $174.0 million ¹⁶ of its outstanding Class A common stock. In October 2024, the Board approved a quarterly cash dividend program pursuant to which holders of Class A common stock receive their pro rata share of approximately $75 million ¹⁷ in quarterly distributions; this amount was increased to approximately $150 million ¹⁸ as of September 2025. In August 2025, UFC announced a new seven-year partnership with Paramount to become the exclusive home of all UFC events in the U.S. starting in 2026. In October 2025, UFC expanded its partnership with Paramount, securing UFC media rights for Paramount+ across Latin America and Australia starting in 2026. In August 2025, WWE entered into a five-year partnership with ESPN, making ESPN platforms the exclusive U.S. home for all WWE premium live events. In March 2025, the Company entered into a joint venture with Sela Company to launch Zuffa Boxing.

Total revenue for the year ended December 31, 2025 was $4,735.2 million ¹⁹, a decrease of $149.0 million ²⁰, or 3%, compared to $4,884.2 million ²¹ in the prior year. Operating income was $835.0 million ²² compared to $30.9 million ²³ in the prior year. Net income was $546.2 million ²⁴ compared to a net loss of $245.8 million ²⁵ in the prior year. Net income attributable to TKO Group Holdings, Inc. was $195.4 million ²⁶ compared to $9.3 million ²⁷ in the prior year. Adjusted EBITDA was $1,585.3 million ²⁸ compared to $1,081.9 million ²⁹ in the prior year. Net cash provided by operating activities was $1,285.7 million ³⁰ compared to $586.1 million ³¹ in the prior year.

The Company sees a significant opportunity to further monetize and grow in existing international markets through traditional distribution partnerships, direct-to-consumer offerings, live events, consumer products, and partnerships. As of December 31, 2025, a majority of UFC and WWE fans are from international markets. The Company is focused on the international expansion of its content and programming distribution, with efforts across Europe, Asia Pacific and the Middle East offering significant growth potential. UFC content reaches over 950 million households across 50 broadcast partners in over 50 languages in more than 170 countries. As of December 31, 2025, WWE content reached more than one billion households in 24 languages in more than 150 countries. The Company anticipates realizing growth in media rights content agreements upon contract renewals that materialize over the coming years, reflecting the increased value of its premium content to linear and streaming channels, as well as the broader trend of premium live sports and entertainment content rights generally increasing in value across renewal cycles.

Live events remain a core growth driver for TKO. The Company believes it can grow live events and hospitality revenues by increasing ticket sales, maximizing site fees, and expanding premium VIP hospitality offerings to drive higher per event revenues to optimize monetization across events. The integration of On Location into TKO has enabled the Company to directly capture growth from premium experiential hospitality offerings tied to major sporting events and entertainment properties such as the NFL and FIFA. Over UFC's history, the Company has successfully held events in more than 150 cities internationally, and in 2025 visited Sydney, Australia, Doha, Qatar, Baku, Azerbaijan, Shanghai, China, Riyadh, Saudi Arabia, Abu Dhabi, United Arab Emirates, London, United Kingdom, Los Angeles, California and Las Vegas, Nevada, among other major destinations. During 2025, WWE produced several international events, including premium live events in key markets across Europe and Latin America, in addition to events produced through its partnership with the General Entertainment Authority of the Kingdom of Saudi Arabia. The Company expects to have a greater ability to secure site fees from local governments or tourism organizations in certain jurisdictions as the popularity of TKO live events grows.

The filing does not contain specific margin trajectory or efficiency targets beyond the historical results presented.

The filing does not contain a detailed operational outlook regarding supply chain, manufacturing capacity, or headcount strategy beyond the historical results presented.

On October 24, 2024, the Board authorized a share repurchase program of up to $2.0 billion ³² of Class A common stock. As of December 31, 2025, 4.6 million ³³ shares have been repurchased for an aggregate purchase price of $866.8 million ³⁴. The program has no expiration date and is expected to be completed within the next two years. In September 2025, the Board approved an increase to the quarterly dividend program, resulting in holders of Class A common stock receiving their pro rata share of approximately $150 million ³⁵ in quarterly distributions. Capital expenditures for the year ended December 31, 2025 included payments for property, buildings and equipment of $127.0 million ³⁶.

The Company's ability to generate revenue from discretionary and corporate spending on events, such as corporate sponsorships and advertising, is subject to many factors beyond its control, including general macroeconomic conditions such as unemployment levels, fuel prices, interest rates, changes in tax rates, and inflation. A prolonged period of reduced consumer or corporate spending could have an adverse effect on the business. The Company depends on key relationships with television and cable networks, satellite providers, digital streaming partners and other distribution partners; failure to maintain, renew or replace key agreements could adversely affect its ability to distribute media content. The Company's 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; failure to maintain the Netflix agreement could adversely affect operating results.

The Company faces risks from changes in public and consumer tastes and preferences and industry trends that could reduce demand for its content offerings. Consumer tastes change frequently, and it can be challenging to anticipate what offerings will be successful. The Company may invest in content and events before learning the extent to which they will achieve popularity with consumers. Additionally, the Company is subject to extensive U.S. and foreign governmental regulations, and failure to comply with these regulations could adversely affect its business. The Company has a substantial amount of indebtedness; as of December 31, 2025, it had an aggregate of $3.7 billion ³⁷ outstanding indebtedness under the Credit Facilities, with the ability to borrow approximately $205 million ³⁸ more pursuant to the Revolving Credit Facility. A hypothetical 100 basis point increase in interest rates would have resulted in an approximately $37 million ³⁹ increase in annual interest expense based on outstanding indebtedness as of December 31, 2025.

The Company depends on key relationships with television and cable networks, satellite providers, digital streaming partners and other distribution partners; failure to maintain, renew or replace key agreements could adversely affect its ability to distribute media content. The 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; failure to maintain the Netflix agreement could adversely affect operating results. The Company has a substantial amount of indebtedness; as of December 31, 2025, it had an aggregate of $3.7 billion ⁴⁰ outstanding under the Credit Facilities. A hypothetical 100 basis point increase in interest rates would have resulted in an approximately $37 million ⁴¹ increase in annual interest expense. The Company is currently controlled by Silver Lake through its ownership and control of Endeavor, which collectively owns approximately 63% ⁴² of the voting interests of TKO. The Company may fail to realize the anticipated benefits of the Endeavor Asset Acquisition, which was valued at approximately $3.25 billion ⁴³ plus a $50 million ⁴⁴ purchase price adjustment. The Company's business and operating results may be affected by the outcome of pending and future litigation, including the UFC antitrust lawsuit which resulted in a $375.0 million ⁴⁵ legal settlement in the prior year.

Management's message emphasizes that TKO is a premium sports and entertainment company well-positioned to benefit from secular tailwinds in both sports and entertainment. The Company believes its businesses are well-positioned for the future of media, with the flexibility to deliver content across channels to meet fans where they are consuming media. Management highlights the structural advantages of the Company, including the ability to make decisions unilaterally and react swiftly to changes in consumption habits. The filing states that management believes the Company's proven track record of performance positions it to successfully execute organic and inorganic growth opportunities. Key strategic priorities emphasized include: realizing growth in media rights content agreements upon contract renewals; expanding internationally across Europe, Asia Pacific and the Middle East; growing live events and hospitality revenues through increased ticket sales, site fees, and premium VIP offerings; and scaling the consumer products division through opportunities in many product categories.