TKO Group Holdings (TKO) Risk Factor Changes

We participate in, and may in the future enter into, joint ventures, other non-controlling investments, and strategic alliances, such as Zuffa Boxing, our joint venture with Sela Company.

We currently, and may in the future, share control in joint venture projects, other investments, and strategic alliances, which will limit our ability to manage third-party risks associated with these projects.

We have to manage actual and potential internal conflicts of interest in our business due to the breadth and scale of our platform.

In addition, the OECD has announced an accord commonly referred to as “Pillar Two” to set a minimum global corporate tax rate of 15%, which is being or may be implemented in many jurisdictions.

The G20, the OECD, the U.S.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law.

Agreement, subject to certain exceptions.

In addition, on October 24, 2024, we announced that the Board 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…

We will determine at our discretion the timing and the amount of any repurchases under the share repurchase program based on our evaluation of market conditions, share price, and other factors.

The terms of our Transition Services Agreement with the EGH Parties may be more favorable than TKO will be able to obtain from an unaffiliated third party.

Because of their current or former positions with Endeavor, certain of our executive officers and directors own equity interests in Endeavor or its affiliates.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, (A) the Court of Chancery of the State of Delaware be the sole and exclusive…

independent directors to influence our business policies and affairs may be reduced.

Silver Lake and Endeavor control approximately 63% of our combined voting interests for the election of directors on our Board.

Silver Lake owns a controlling equity interest in us, through its ownership of Endeavor.

We cannot predict the impact our capital structure and the concentrated control by Endeavor and Silver Lake may have on our stock price or our business.

Our amended and restated certificate of incorporation also includes provisions governing Endeavor’s and its affiliates’ ability to pursue competitive opportunities; see “—The competitive opportunity provisions in our…

Endeavor’s or Silver Lake's interests may not be fully aligned with holders of our Class A common stock, which could lead to actions that are not in their best interest, because Endeavor and Silver Lake hold their eco…

We are currently controlled by Silver Lake through its ownership and control of Endeavor.

No adjustments to the exchange ratio for TKO OpCo Units and corresponding shares of our Class B common stock will be made as a result of any loans made by TKO Group Holdings to TKO OpCo or as a result of any retention…

As a result of (among other considerations) potential differences in the amount of net taxable income allocable to the members of TKO OpCo under applicable tax rules and the lower tax rate applicable to corporations (…

We are a holding company whose principal assets are the TKO OpCo Units we hold in TKO OpCo.

Costs associated with obtaining, and our ability to obtain, sufficient levels and types of insurance relevant to our businesses could adversely affect our business.

Because we derive revenues from our international operations, we may incur currency translation losses or gains due to changes in the values of foreign currencies relative to the U.S.

The successful operation of our business depends upon our ability to attract, motivate, and retain a sufficient number of qualified employees.

liens, and affiliate transactions.

As of December 31, 2025, we had an aggregate of $3.7 billion outstanding indebtedness under the Credit Facilities, with the ability to borrow approximately $205 million more pursuant to the Revolving Credit Facility.

Any failure to remain in compliance with these requirements could expose us to substantial costs and adverse publicity which could impact our operating results.

Production of video programming by independent producers is generally not directly regulated by the federal or state governments in the United States.

reputational harm, adverse media coverage, and other collateral consequences.

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The physical nature of many of our live events exposes the athletes and performers that participate to the risk of serious injury or death.

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We operate in various jurisdictions abroad, including through joint ventures, and we expect to continue to expand our international presence.

position and could adversely affect our business and financial condition.

If any infringement or other intellectual property claim made against us by any third party is successful or if we are required to indemnify a third party with respect to such a claim, we may be required to, or decide…

We may license our trademarks and trade names to third parties, such as distributors, consumer product licensees and corporate partners.

“ULTIMATE FIGHTER,” “ZUFFA BOXING,” “ZBXG,” “WWE,” “RAW,” “SMACKDOWN,” “NXT,” “WRESTLEMANIA,” “WRESTLEPALOOZA”, “IMG”, “ON LOCATION,” “PBR,” and “PROFESSIONAL BULL RIDERS” as well as the UFC and WWE logos, the two dim…

We have invested significant resources in clearing, registering and maintaining trademarks associated with our properties including, but not limited to, “UFC,” “OCTAGON,” “ULTIMATE FIGHTING CHAMPIONSHIP,” “AS REAL AS…

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 impairm…

We currently 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…

We seek to protect Confidential Information in part, by entering into nondisclosure and confidentiality agreements with parties who have access to such information, such as our employees, collaborators, contractors, c…

Any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information, or any breach of security, could result in decreased performance and increased operating costs (inclu…

streaming, and virtual events, which may be vulnerable to hacking, denial of service attacks, human error and other unanticipated problems or events that could result in interruptions in our service and to unauthorize…

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.

Professional costs resulting from WWE’s Special Committee’s investigation and/or related claims have been significant and are expected to continue to be significant as the Company continues to incur costs arising from…

On July 25, 2022, based on the findings of the Special Committee investigation, WWE announced that it had determined that certain payments that Mr.

Our ability to generate revenues is highly sensitive to rapidly changing consumer preferences and industry trends, as well as the popularity of our brand, events, and the athletes that participate in our events.

Our performance is substantially dependent on the continued services of executive management and other key employees.

We depend on the continued services of executive management and other key employees.

On February 28, 2025, we completed the Endeavor Asset Acquisition.

We may fail to realize the anticipated benefits of the Endeavor Asset Acquisition.

The manner in which audio/media content is distributed and viewed is constantly changing, and consumers have increasing options to access entertainment video.

These relationships are expected to continue to constitute a significant percentage of our revenues.

streaming, and other media.

For example, if the Endeavor Asset Acquisition is completed, the Company expects to issue approximately 26.1 million TKO OpCo Units and corresponding shares of Class B common stock (subject to certain customary purcha…

Although we have listed our Class A common stock on the NYSE, an active trading market may never develop or be sustained.

An active trading market for our Class A common stock may not develop and you may not be able to sell your shares of Class A common stock.

Endeavor and certain of its affiliates, on the one hand, and TKO OpCo, on the other hand, are party to the Services Agreement, pursuant to which Endeavor and TKO OpCo agreed to provide each other with certain specifie…

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.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), our management is required to provide a report on our internal control over financial reporting, including an attestation report on…

Following the consummation of the Endeavor Take-Private, Silver Lake would own a controlling equity interest in us through Endeavor and could direct Endeavor to take any of the foregoing actions.

Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by law, Endeavor, Mr.

Endeavor’s interests may not be fully aligned with holders of our Class A common stock, which could lead to actions that are not in their best interest, because Endeavor holds its economic interest in the business thr…

In addition, in April 2024, Endeavor entered into a merger agreement with respect to the Endeavor Take-Private.

Endeavor also conducts various administrative and operational functions of the Company pursuant to the Services Agreement.

As of the date of this Annual Report, subsidiaries of Endeavor collectively owned approximately 53.9% of the voting interests of TKO and 52.5% of the economic interests in TKO OpCo.

We are a holding company whose principal assets are the TKO OpCo Units we hold in TKO OpCo.

require us to pay higher wages, which could result in higher labor costs and could have an adverse effect on our business, financial condition, and results of operations.

The credit agreements governing the terms of the Credit Facilities are expected to restrict, among other things, asset dispositions, mergers and acquisitions, dividends, stock repurchases and redemptions, other restri…

Noncompliance with these laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other ci…

The physical nature of many of our live events exposes the athletes and performers that participate to the risk of serious injury or death.

Fans have the ability to receive streaming WWE content through their PCs, Macs and other Internet-connected devices, including game consoles and mobile devices, such as tablets and mobile phones as well as smart telev…

Our ability to continue to develop and monetize WWE Network is subject to various risks, including our need to attract, retain and replace fans as well as our reliance on partners to offer our content.

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.

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 impairm…

in June 2025 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.

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.

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.

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.

10, 2025, the United States Securities and Exchange Commission settled charges against Mr.

Our results may be affected by the outcome of pending and future litigation, investigations, claims and other disputes.

If we complete the Endeavor Asset Acquisition, the Services Agreement dated as of September 12, 2023, by and among Endeavor Group Holdings, Inc.

If the Endeavor Asset Acquisition is completed, the Company expects to issue approximately 26.1 million TKO OpCo Units and corresponding shares of Class B common stock (subject to certain customary purchase price adju…

The planned issuance of Class B common stock and TKO OpCo Units to the EDR Parties will dilute the ownership and voting interests.

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If the Endeavor Asset Acquisition is not completed, we will be subject to several risks, including the following:

Failure to complete the Endeavor Asset Acquisition could negatively impact our stock price, future business and financial results.

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…

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

Under the terms of the Transaction Agreement, TKO OpCo has generally agreed to indemnify Endeavor OpCo and its affiliates and direct and indirect equity holders for tax liabilities attributable to the business conduct…

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 certain subsidiaries of Endeavor Gr…

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.

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…

The competitive opportunity provisions in our certificate of incorporation could enable certain directors, principals, officers, employees, members and/or other representatives of Endeavor, Mr.

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 manag…

Silver Lake and Endeavor 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…

Endeavor also conducts various administrative and operational functions of the Company pursuant to the Transition Services Agreement.