TKO Group Holdings, Inc. (TKO) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that TKO Group Holdings, Inc. surfaced in its latest filing.

• Agreement with Paramount as exclusive distributor for UFC Numbered Events and UFC Fight Nights in the U.S. and Latin America and UFC Fight Nights in Australia, and distributor of Zuffa Boxing and certain PBR programming.
• Agreement with ESPN as exclusive distributor for all WWE PLEs in the U.S.
• Agreement with Netflix as exclusive global home for RAW and future distributor for all WWE content outside the U.S., with an initial 10-year term, Netflix option to extend 10 years, and opt-out after 5 years.
• Agreement with USA Network as exclusive distributor for SmackDown in the U.S.
• Agreement with The CW carrying NXT on its cable network stations.
• Agreement with Peacock as exclusive distributor of WWE Saturday Night's Main Event in the U.S.
• Completed the Endeavor Asset Acquisition.February 28, 2025
• WWE formed a special committee on June 17, 2022 to investigate alleged misconduct by then-CEO Vincent K. McMahon; Mr. McMahon resigned from all positions on July 22, 2022 but retained controlling stockholder interest; Mr. McMahon returned as Executive Chairman on January 9, 2023; Mr. McMahon resigned from Executive Chair and TKO Board in January 2024; SEC settled charges against Mr. McMahon on January 10, 2025 for failing to disclose agreements and circumventing internal accounting controls, causing material misstatements in 2018 and 2021 financial statements; Unrecorded Expenses of $19.6 million from payments made by Mr. McMahon from 2006-2022, plus two additional payments of $5.0 million in 2007 and 2009; WWE revised financial statements for 2019, 2020, 2021 and first quarter of 2021 and 2022 to record Unrecorded Expenses; WWE concluded material weaknesses in internal control over financial reporting.June 17, 2022 to January 10, 2025
• A former WWE employee filed a lawsuit on January 25, 2024 against WWE, Mr. McMahon and another former executive in Connecticut federal court alleging sexual assault and claims under the Trafficking Victims Protection Act.January 25, 2024
• On October 24, 2024, the Board authorized a share repurchase program of up to $2.0 billion of Class A common stock; as of December 31, 2025, 4.6 million shares repurchased for $866.8 million.October 24, 2024
• On October 24, 2024, the Board approved a quarterly cash dividend of approximately $75 million per quarter to Class A common stockholders; on September 3, 2025, the Board approved an increase to approximately $150 million per quarter.October 24, 2024 and September 3, 2025
• Upon the Endeavor Asset Acquisition on February 28, 2025, the Company issued approximately 26.54 million TKO OpCo Units and corresponding shares of Class B common stock to certain subsidiaries of Endeavor Group Holdings, Inc.February 28, 2025
• In March 2025, Silver Lake affiliates acquired 100% of Endeavor's outstanding shares not already owned, resulting in Silver Lake's indirect control of TKO. Endeavor owns approximately 63% of TKO's voting interests.March 2025
• On July 4, 2025, H.R. 1, the "One Big Beautiful Bill Act" (OBBBA), was signed into law, including revisions to key business tax provisions.July 4, 2025
• As of December 31, 2025, we had $3.7 billion outstanding under the Credit Facilities, with ability to borrow approximately $205 million more under the Revolving Credit Facility; term loans under the Credit Facilities mature in 2031.December 31, 2025
• The company experienced a foreign exchange rate net loss of $13.7 million for the year ended December 31, 2025.December 31, 2025
• Joint venture with Sela Company (Zuffa Boxing) involves shared control.