Every material Form 8-K TKO Group has filed with the SEC since November 06, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
TKO Group Holdings priced a $1.0 billion offering of 6.500% Senior Secured Notes due 2031, issued by its indirect subsidiary TKO Worldwide Holdings, LLC. The company said net proceeds may fund general corporate purposes, including distributions to parent entities to fund share repurchases under its existing program. The offering adds $1.0 billion of secured debt, which shareholders may weigh against the planned buybacks.
Pricing announced November 5, 2026: $1.0 billion aggregate principal amount of 6.500% Senior Secured Notes due 2031
Issuer is indirect subsidiary TKO Worldwide Holdings, LLC; notes guaranteed by TKO Guarantor, LLC and certain subsidiaries
Proceeds may fund share repurchases under TKO's previously announced program, plus fees and expenses
Closing expected on or about November 13, 2026, subject to customary conditions
TKO reported third quarter 2026 revenue of $1.360 billion, up 21%, and net income of $277.9 million, up from $106.8 million a year earlier. The company raised its full year 2026 revenue guidance to $5.790 billion to $5.830 billion and Adjusted EBITDA guidance to $2.295 billion to $2.315 billion, and said it intends to commence additional share repurchases, with about $936.0 million left under its existing $3 billion authorization.
Q3 2026 Adjusted EBITDA was $555.7 million, up 54%, and Adjusted EBITDA margin was 41% versus 32% a year earlier.
Full year 2026 revenue guidance raised to $5.790 billion to $5.830 billion, from $5.775 billion to $5.825 billion in August.
Full year 2026 Adjusted EBITDA guidance raised to $2.295 billion to $2.315 billion, from $2.275 billion to $2.305 billion in August.
About $936.0 million remains under the repurchase authorization as of November 4, 2026; the company expects to fund the balance primarily from additional debt and cash on hand.
TKO Group reported second-quarter 2026 revenue of $1.547 billion, up 18%, and net income of $303.9 million, up from $273.1 million a year earlier. The company raised its full-year 2026 revenue and Adjusted EBITDA targets and said it intends to make additional share repurchases, which matters to shareholders because it signals higher expected earnings and continued capital returns.
Q2 2026 revenue was $1.547 billion, up from $1.308 billion; net income was $303.9 million, up from $273.1 million; Adjusted EBITDA was $649.9 million, up 23%.
Full-year 2026 revenue guidance was raised to $5.775 billion-$5.825 billion from $5.675 billion-$5.775 billion; Adjusted EBITDA guidance was raised to $2.275 billion-$2.305 billion from $2.240 billion-$2.290 billion.
Selling, general and administrative expenses rose $98.4 million, primarily due to legal fees and settlement costs tied to WWE stockholder litigation.
The company intends to commence additional share repurchases; slightly more than $1 billion remained available under its authorization as of August 3, 2026.
TKO Group Holdings reported first-quarter 2026 revenue of $1.597 billion, up 26% from a year earlier, and net income of $249.8 million, up from $165.5 million, with diluted EPS of $1.12 versus $0.69. The company reaffirmed its full-year 2026 revenue and Adjusted EBITDA targets and its board authorized up to an additional $1.0 billion of share repurchases. Operating cash flow was lifted in part by timing, including approximately $582.4 million of net pre-payments held in escrow related to FIFA World Cup 26.
Revenue of $1.597 billion, up $328.1 million (26%) from the prior year period; Adjusted EBITDA of $549.8 million, up 32%
Net income of $249.8 million vs. $165.5 million; diluted EPS of $1.12 vs. $0.69
Full-year 2026 guidance reaffirmed: revenue of $5.675 billion to $5.775 billion and Adjusted EBITDA of $2.240 billion to $2.290 billion
Board authorized up to an additional $1.0 billion of Class A share repurchases, incremental to the previously announced $2.0 billion program
TKO's subsidiary borrowed the full $900.0 million Incremental Term Loan on March 10, 2026, and upsized its revolving credit facility to $350.0 million. The company said it will use the loan proceeds, along with other funds, to fund an $800 million accelerated share repurchase and up to $200 million under a 10b5-1 trading plan, which together total $1 billion under its $2.0 billion repurchase program. Shareholders should note the company is taking on new debt to buy back its own stock.
Incremental Term Loan of $900.0 million matures November 21, 2031, at Term SOFR plus 2.00% with a 0.00% floor
Revolving credit facility upsized to $350.0 million and matures September 15, 2030
$800 million accelerated share repurchase with Morgan Stanley & Co. LLC; payment due March 11, 2026; initial delivery of 3,136,179 shares; expected completion June 2026
Up to $200 million 10b5-1 repurchase plan to begin after the ASR Agreement is completed
TKO Group reported fourth quarter 2025 revenue of $1.038 billion, up 12%, and net income of $0.8 million, compared with a net loss of $60.9 million a year earlier. It also set 2026 targets of $5.675 billion to $5.775 billion in revenue and $2.240 billion to $2.290 billion in Adjusted EBITDA, and said it intends to launch up to $1 billion in share repurchases in March 2026.
Q4 2025 revenue $1.038 billion, up $110.2 million; Adjusted EBITDA $281.2 million, up 30%
Full year 2025 revenue $4.735 billion, down 3%; net income $546.2 million vs. net loss of $245.8 million in 2024
2026 targets: revenue $5.675 billion to $5.775 billion; Adjusted EBITDA $2.240 billion to $2.290 billion
Intends to repurchase up to $1.0 billion of Class A common stock, with launch expected in March 2026
TKO Group Holdings reported third-quarter 2025 revenue of $1.120 billion, down 27% from the prior year, mainly because the prior-year period included IMG revenue from the 2024 Paris Olympics. Net income rose to $106.8 million from $3.4 million, and Adjusted EBITDA increased 59% to $360.2 million, so profit and guidance improved while revenue declined. The company raised its full-year 2025 revenue and Adjusted EBITDA targets.
Q3 2025 revenue was $1.120 billion, down $420.8 million (27%) from the prior-year period, primarily due to IMG's prior-year Paris Olympics revenue.
Net income was $106.8 million versus $3.4 million a year earlier; Adjusted EBITDA was $360.2 million, up 59%.
Full-year 2025 revenue guidance was raised to $4.690 billion to $4.720 billion, and Adjusted EBITDA guidance to $1.570 billion to $1.580 billion.
Free cash flow was $398.9 million versus $151.0 million a year earlier; cash and equivalents were $861.4 million and gross debt was $3.759 billion as of September 30, 2025.
On September 15, 2025, TKO Holdings amended its first lien credit agreement and borrowed the full $1.0 billion incremental term loan, maturing November 21, 2031. The proceeds are intended mainly to fund share repurchases, including $800.0 million under an accelerated share repurchase agreement with Morgan Stanley and up to $174.0 million under a 10b5-1 trading plan, which would leave the company with $1.0 billion remaining under its $2.0 billion repurchase program.
$1.0 billion incremental term loan borrowed September 15, 2025, priced at Term SOFR plus 2.00%
$800.0 million accelerated share repurchase with Morgan Stanley; $800.0 million payment due September 16, 2025, with completion expected December 2025
Up to $174.0 million in repurchases under a 10b5-1 plan, to start after the accelerated share repurchase is completed
Revolving credit facility maturity extended to September 15, 2030
TKO reported second quarter 2025 revenue of $1.308 billion, up 10%, and net income of $273.1 million, compared with $46.2 million a year earlier. The company raised its full year 2025 revenue and Adjusted EBITDA targets, which should matter to shareholders because it signals higher expected results for the year.
Q2 2025 revenue was $1.308 billion, up $115.2 million, or 10%, from the prior year period
Net income was $273.1 million, compared with $46.2 million in Q2 2024; Adjusted EBITDA rose 75% to $526.5 million
Full year 2025 revenue guidance raised to $4.630 billion-$4.690 billion from $4.490 billion-$4.560 billion
Full year 2025 Adjusted EBITDA guidance raised to $1.540 billion-$1.560 billion from $1.490 billion-$1.530 billion
TKO Group Holdings filed recast historical financials for fiscal 2022 through 2024 that include the IMG business, On Location and Professional Bull Riders, acquired from Endeavor affiliates on February 28, 2025, as if the deal had closed January 1, 2022. For 2024, revenue rose 51% to $4,884.2 million, but operating income fell to $30.9 million from $375.8 million, while net income attributable to TKO Group Holdings was $9.3 million compared with a loss of $35.2 million in 2023. The filing does not amend or restate prior annual reports.
Revenue for the year ended December 31, 2024 was $4,884.2 million, up from $3,224.8 million in 2023.
Operating income was $30.9 million in 2024, down from $375.8 million in 2023.
Net income attributable to TKO Group Holdings, Inc. was $9.3 million in 2024, versus a net loss of $35.2 million in 2023; net loss attributable to non-controlling interests was $255.1 million.
The recast reflects the Endeavor asset acquisition closed February 28, 2025, and does not revise the company's Form 10-K filings for 2022 through 2024.
TKO reported first quarter 2025 revenue of $1.27 billion, up 4%, and net income of $165.5 million, compared with a net loss of $234.5 million a year earlier, which included a $335.0 million legal settlement charge in the prior-year period. The company raised its full-year 2025 revenue and Adjusted EBITDA targets for UFC and WWE, excluding the acquired IMG, On Location and PBR businesses, and separately set combined targets that include those businesses.
Q1 2025 revenue was $1,268.8 million, up from $1,222.4 million; Adjusted EBITDA rose 23% to $417.4 million
Excluding the acquired businesses, 2025 revenue guidance rose to $3.005 billion to $3.075 billion from $2.930 billion to $3.000 billion
Including the acquired businesses, 2025 guidance is revenue of $4.490 billion to $4.560 billion and Adjusted EBITDA of $1.490 billion to $1.530 billion
Cash and cash equivalents were $470.9 million and gross debt was $2.776 billion as of March 31, 2025
On March 24, 2025, Silver Lake and its affiliates completed their acquisition of Endeavor Group Holdings, the parent company of TKO Group, and as a result a change in control of TKO occurred for purposes of this filing. Silver Lake and its affiliates now beneficially own approximately 60.9% of TKO's total voting securities. The filing states the deal does not trigger change-of-control provisions in TKO's First Lien Credit Agreement or its 2023 Incentive Award Plan.
Closing Date: March 24, 2025
Silver Lake and affiliates beneficially own approximately 60.9% of TKO's total voting securities
Endeavor is the parent company of TKO and is now controlled by Silver Lake and its affiliates
Endeavor Acquisition does not constitute a Change in Control under TKO's First Lien Credit Agreement or a Change of Control under its 2023 Incentive Award Plan
TKO Group Holdings filed recast historical financial statements for fiscal 2023 and 2022 to reflect the Endeavor asset acquisition as if it had closed on January 1, 2022, and to adopt ASU 2023-07 segment reporting. The filing does not update the company's prior annual reports. For shareholders, it shows higher recast revenue but lower operating income and a net loss attributable to TKO Group Holdings for 2023.
Recast 2023 revenue was $3,224.8 million, up from $2,674.0 million in 2022, an increase of 21%.
Recast 2023 operating income was $375.8 million, down from $532.9 million in 2022.
Net loss attributable to TKO Group Holdings, Inc. was $35.2 million for 2023, compared with no such amount for 2022.
The Endeavor asset acquisition closed on February 28, 2025, with total consideration of approximately $3.25 billion plus a $50 million purchase price adjustment.
TKO Group Holdings closed its acquisition of IMG, On Location and Professional Bull Riders from Endeavor on February 28, 2025. TKO issued about 26.1 million TKO Common Units valued at $3.25 billion, plus a $50 million purchase price adjustment settled in equity, and the companies mutually terminated their Services Agreement at closing. The equity was sold in private placements, so the new issuance adds to the share count for existing shareholders.
Closing consideration: about 26.1 million TKO Common Units valued at $3.25 billion, with an equivalent number of TKO PubCo Class B shares.
Services Agreement with Endeavor, dated September 12, 2023, was mutually terminated on the Closing Date.
Transaction Agreement Amendment dated February 27, 2025 moved the Inside Date to February 28, 2025.
TKO reported fourth-quarter 2024 revenue of $642.2 million, up 5%, and net income of $47.5 million, compared with a net loss of $16.1 million a year earlier. For the full year, revenue rose 67% to $2.804 billion and Adjusted EBITDA rose 55% to $1.251 billion, but net income fell to $6.4 million from $175.7 million, reflecting $375.0 million in settlement charges related to the UFC antitrust lawsuit. The company also gave 2025 targets of $2.930 billion to $3.000 billion in revenue and $1.350 billion to $1.390 billion in Adjusted EBITDA, excluding the pending IMG, On Location and Professional Bull Riders acquisition.
Q4 2024 revenue was $642.2 million, up 5%; WWE revenue fell 10% to $298.3 million, mainly from the timing of the Raw transition.
Full-year 2024 net income was $6.4 million, down from $175.7 million, after $401.1 million of litigation costs in 2024.
2025 targets: revenue of $2.930 billion to $3.000 billion and Adjusted EBITDA of $1.350 billion to $1.390 billion, excluding the Endeavor asset acquisition.
A $2.0 billion share repurchase program is expected to begin in the second or third quarter of 2025, and the first quarterly dividend of about $75 million is set for March 31, 2025.
TKO Group Holdings' indirect subsidiary UFC Holdings signed a Fifth Refinancing Amendment to its credit agreement on November 21, 2024, replacing existing first lien term loans with $2,750.0 million of new term loans maturing November 21, 2031. The company also refinanced a $205.0 million revolving credit facility, now maturing November 21, 2029, and used the new term loan proceeds to repay the existing term loans and pay fees.
New term loans: $2,750.0 million, maturing November 21, 2031, bearing interest at Term SOFR plus 2.25%
New revolving credit facility: $205.0 million, maturing November 21, 2029, with SOFR margin of 2.00%-2.25% based on the First Lien Leverage Ratio
Proceeds used to repay the entire amount of existing term loans and pay fees and expenses
Filing does not report revenue, profit, or changes to guidance
TKO reported third quarter 2024 revenue of $681.2 million, up 52%, and net income of $57.7 million, up from $22.0 million a year earlier, driven mainly by WWE, which was consolidated only from September 12, 2023. The company now expects full-year 2024 revenue and Adjusted EBITDA at the upper end of its August ranges, and UFC segment revenue and Adjusted EBITDA both declined in the quarter.
Q3 2024 revenue $681.2 million, up $232.1 million; WWE revenue $326.3 million, UFC revenue $354.9 million, down 11%
Q3 2024 Adjusted EBITDA $310.0 million, up 29%; net income attributable to TKO Group Holdings was $23.1 million, or $0.29 basic EPS
Full-year 2024 revenue expected at upper end of $2.670 billion to $2.745 billion; Adjusted EBITDA at upper end of $1.220 billion to $1.240 billion
Cash and cash equivalents $457.4 million and gross debt $2.736 billion as of September 30, 2024
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