TKO Group Holdings Inc

Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a discussion of these potential risks and uncertainties, see Part I, Item 1A. "Risk Factors" in our 2024 Annual Report. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and the price of our common stock. There have been no material changes in our risk factors to those included in our 2024 Annual Report.

Report of Offering of Securities and Use of Proceeds Therefrom

None.

Issuer Purchases of Equity Securities

None.

Unregistered Sales of Equity Securities

On March 4, 2025, the Company issued 160,455 shares of its Class A common stock, having an aggregate value of $20 million, as consideration to a contract counterparty in connection with a commercial arrangement. The equity was offered and sold in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.