TKO Group Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
TKO$191.00+1.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0000950170-25-067220
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0000950170-25-104095
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 128 previous paragraphs and 151 current paragraphs.
80 unchanged; 38 reworded; 29 added; 10 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (29)
Current report
Revenue increased by $115.2 million, or 10%, to $1,308.4 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Current report
WWE revenue increased by $99.4 million, or 22%. This increase was primarily due to $41.6 million of increased live event revenue, which was the result of higher ticket sales revenue, driven by WrestleMania 41 in Las Vegas, combined with increased site fee revenue associated with WWE’s premium live events, most notably Night of Champions held in Riyadh, Saudi Arabia. This increase was also driven by $33.6 million of higher partnerships revenue from new sponsors and increases in fees from renewals. Additionally, WWE generated $18.2 million of higher media rights, production and content revenue associated with domestic and international rights fees for WWE’s flagship programs, Raw, SmackDown and NXT, which was attributable to the new global content distribution agreement with Netflix that became effective in January 2025 and the format expansion of WWE’s SmackDown programming, as well as $6.0 million of increased consumer products licensing revenue related to the sale of WWE-branded products, including merchandise and video game sales, compared to the prior year.
Current report
IMG revenue decreased by $13.0 million, or 4%. This decrease was primarily driven by lower revenues of $13.5 million from the IMG business due to a reduction in media rights revenue primarily from no longer having rights to the FA Cup which did not transfer to the Company pursuant to the Endeavor Asset Acquisition Agreement. This reduction was partially offset by higher revenue associated with new production agreements, most notably Saudi Pro League.
Current report
Corporate and Other revenue increased by $3.7 million, or 9%, compared to the prior year, primarily driven by higher management fees for services provided to certain equity method investments primarily related to boxing.
Current report
Revenue increased by $161.6 million, or 7%, to $2,577.2 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current report
UFC revenue increased by $68.2 million, or 10%. This increase was primarily due to $39.8 million of higher partnerships revenue from new sponsors and increases in fees from renewals, as well as $19.5 million of increased media rights, production and content revenue from higher domestic and international rights fees resulting from increases in contractual revenues, compared to the prior year. Additionally, UFC generated $12.7 million of greater live event revenue driven by higher site fee revenue associated with the timing of certain international events, including a Fight Night event held in Baku, Azerbaijan and higher average ticket sales revenue per event. These increases were partially offset by a decrease of $3.8 million in consumer product licensing revenue from lower royalties on UFC-branded products compared to the prior year.
Current report
Corporate and Other revenue increased by $5.9 million, or 6%, primarily driven by higher management fees for services provided to certain equity method investments primarily related to boxing, coupled with higher ticket sales and partnerships revenue from PBR compared to the prior year.
Current report
Direct operating costs decreased by $114.8 million, or 19%, to $476.4 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Current report
UFC direct operating costs decreased by $3.3 million, or 3%. This decrease was primarily due to $6.1 million of a decrease in production, marketing, athlete and other event-related costs driven by changes in event cards, as well as the location mix of events compared to the prior year.
Current report
WWE direct operating costs increased by $9.1 million, or 7%. This increase was primarily driven by $15.2 million of higher production and talent-related costs associated with WWE's weekly television programming and premium live events, including WrestleMania 41 in Las Vegas, partially offset by $3.2 million of lower event-related costs driven by the reduction in non-televised events compared to the prior year.
Current report
IMG direct operating costs decreased by $110.7 million, or 35%. This decrease was driven by costs of $85.7 million from On Location in the prior year largely relating to the write down of unsold tickets for the 2024 Paris Olympics. Additionally, lower costs of $25.0 million from the IMG business were primarily due to lower media rights fees associated with no longer having rights to the FA Cup.
Current report
Corporate and Other direct operating costs decreased by $9.1 million, or 24%. This decrease was primarily driven by service fees paid to Endeavor Group Holdings, Inc. in the prior year for various operational functions that support revenue generating activities pursuant to the Services Agreement. The Services Agreement was terminated during the first quarter of 2025 in connection with the Endeavor Asset Acquisition. Additionally, lower costs of $3.2 million from PBR was primarily driven by lower production- and event-related costs compared to the prior year.
Current report
Direct operating costs decreased by $152.8 million, or 13%, to $1,044.0 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current report
UFC direct operating costs increased by $4.0 million, or 2%. This increase was primarily due to $4.3 million of higher production, marketing, athlete and other event-related costs primarily associated with the location mix of events and changes in event cards compared to the prior year.
Current report
Corporate and Other direct operating costs decreased by $6.9 million, or 9%. This decrease was primarily driven by service fees paid to Endeavor Group Holdings, Inc. in the prior year for various operational functions that support revenue generating activities pursuant to the Services Agreement. The Services Agreement was terminated during the first quarter of 2025.
Current report
Selling, general and administrative expenses decreased by $3.9 million, or 1%, to $364.3 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Current report
UFC selling, general and administrative expenses increased by $16.5 million, or 36%. This increase was primarily driven by $17.7 million of higher personnel and travel costs compared to the prior year.
Current report
WWE selling, general and administrative expenses decreased by $14.5 million, or 13%. The prior year included an impairment charge of $24.3 million as a result of reducing the carrying value of WWE assets held for sale to their fair value less cost to sell, as described in Note 5, Supplementary Data, to our unaudited consolidated financial statements included in this Quarterly Report. The current year included $11.5 million of higher personnel and travel costs compared to the prior year.
Current report
Corporate and Other selling, general and administrative expenses increased by $6.6 million, or 6%. This increase was primarily driven by $26.7 million of higher cost of personnel and other operating expenses compared to the prior year. These increases were partially offset by $20.1 million of lower corporate allocated costs from Endeavor Group Holdings, Inc. to the Acquired Businesses. The decrease in service fees paid to Endeavor Group Holdings, Inc. under the Services Agreement were mostly offset by fees paid under the Transition Services Agreement.
Current report
Selling, general and administrative expenses decreased by $308.9 million, or 30%, to $727.6 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current report
UFC selling, general and administrative expenses increased by $28.8 million, or 34%. This increase was primarily driven by $30.0 million of higher personnel and travel costs compared to the prior year.
Current report
WWE selling, general and administrative expenses decreased by $19.5 million, or 10%. The prior year included an impairment charge of $24.3 million as a result of reducing the carrying value of WWE assets held for sale to their fair value less cost to sell, as described in Note 5, Supplementary Data, to our unaudited consolidated financial statements included in this Quarterly Report. The current year included $12.6 million of higher personnel and travel costs compared to the prior year, which were offset by the continuation of planned cost reduction initiatives implemented following the formation of TKO.
Current report
IMG selling, general, and administrative expenses decreased by $30.3 million, or 15%. This decrease was primarily driven by a reduction in third-party and personnel costs from On Location due to the timing of the Olympics as well as the impact of cost reduction initiatives in connection with the Endeavor Asset Acquisition.
Current report
Other Expense, Net
Current report
Other expense, net for the three months ended June 30, 2025 and 2024 was primarily driven by foreign currency transaction losses. Other expense, net for the three months ended June 30, 2025 includes a net gain of $2.2 million from the sale of certain equity method investments.
Current report
Provision for Income Taxes
Current report
Adjusted EBITDA for the three months ended June 30, 2025 increased by $14.1 million, or 15%, compared to the three months ended June 30, 2024. This increase was primarily driven by the impact of $23.7 million of lower corporate allocated costs from Endeavor Group Holdings, Inc. to the Acquired Businesses and incremental revenue from higher management fees for services provided to certain equity method investments primarily related to boxing. These increases were partially offset by $13.8 million of higher cost of personnel and other operating expenses compared to the prior year.
Current report
Adjusted EBITDA for the six months ended June 30, 2025 increased by $14.4 million, or 9%, compared to the six months ended June 30, 2024. This increase was primarily driven by the impact of $32.8 million of lower corporate allocated costs from Endeavor Group Holdings, Inc. to the Acquired Businesses and incremental revenue from higher management fees for services provided to certain equity method investments primarily related to boxing. These increases were partially offset by $22.6 million of higher cost of personnel and other operating expenses compared to the prior year.
Current report
For the three months ended June 30, 2025, other adjustments primarily reflect losses on foreign exchange transactions, partially offset by a net gain of $2.2 million related to the sale of certain equity method investments. For the six months ended June 30, 2025, other adjustments primarily reflect losses on foreign exchange transactions and also includes a net loss of $2.5 million from the sale of certain equity method investments, partially offset by a gain of $1.3 million on the sale of PBR's former headquarters building. Other adjustments for three and six months ended June 30, 2024 primarily reflects losses on foreign exchange transactions.
Removed paragraphs (10)
Previous report
Revenue increased by $46.4 million, or 4%, to $1,268.8 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Previous report
Corporate and Other revenue increased by $2.2 million, or 4%, primarily driven by higher ticket sales due to the impact of higher attendance at four additional PBR events compared to the prior year.
Previous report
Direct operating costs decreased by $38.0 million or 6% to $567.6 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Previous report
UFC direct operating costs increased by $7.4 million, or 9%. This increase was primarily due to $3.1 million of higher production, marketing and athlete costs as well as $2.6 million of greater event-related costs primarily associated with holding two additional international events compared to the prior year.
Previous report
Corporate and Other direct operating costs increased by $2.2 million, or 6%, driven by greater production- and event-related costs primarily associated with four additional PBR events compared to the prior year.
Previous report
Selling, general and administrative expenses decreased by $305.0 million, or 46%, to $363.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Previous report
UFC selling, general and administrative expenses increased by $12.2 million, or 32%. This increase was primarily driven by $7.6 million of higher personnel costs, as well as $4.6 million of higher travel expenses due to holding two additional international events compared to the prior year.
Previous report
WWE selling, general and administrative expenses decreased by $4.9 million, or 6%. The prior year included $4.9 million of charges associated with restructuring activities related to the TKO Transactions. The current year included $3.5 million of increased travel expenses due to 12 more international live events as compared to the prior year, which were offset by the continuation of planned cost reduction initiatives implemented following the formation of TKO.
Previous report
Provision for (Benefit from) Income Taxes
Previous report
Adjusted EBITDA for the three months ended March 31, 2025 increased slightly compared to the three months ended March 31, 2024. This increase was primarily driven by the impact of $9.0 million of lower corporate allocated costs from Endeavor Group Holdings, Inc. to the Acquired Businesses and $2.5 million of lower services fees paid to Endeavor Group Holdings, Inc. under the Services Agreement due to the timing of the Endeavor Asset Acquisition, partially offset by higher cost of personnel of $6.2 million and additional costs of $3.9 million under the Transition Services Agreement.
Reworded paragraphs (38)
Previous wording
On February 28, 2025, TKO Operating Company, LLC, a Delaware limited liability company (“TKO OpCo”), and TKO Group Holdings, Inc., a Delaware corporation (together with TKO OpCo, the “TKO Parties”), completed the acquisition of the IMG business, including certain businesses operating under the IMG brand (collectively referred to as “IMG Business”), On Location, and the Professional Bull Riders (“PBR”) (collectively, the "Acquired Businesses"), pursuant to a transaction agreement, dated as of October 23, 2024 (as amended, the “Endeavor Asset Acquisition Agreement”), by and among the TKO Parties, Endeavor OpCo, IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide” and, together with Endeavor OpCo, the “EGH Parties”), and Trans World International, LLC, a Delaware limited liability company and subsidiary of EGH (“TWI”) (the “Endeavor Asset Acquisition”).
Current wording
On February 28, 2025, TKO Operating Company, LLC, a Delaware limited liability company (“TKO OpCo”), and TKO Group Holdings, Inc., a Delaware corporation (together with TKO OpCo, the “TKO Parties”), completed the acquisition of the IMG business, including certain businesses operating under the IMG brand, On Location, and the Professional Bull Riders (“PBR”) (collectively, the "Acquired Businesses"), pursuant to a transaction agreement, dated as of October 23, 2024 (as amended, the “Endeavor Asset Acquisition Agreement”), by and among the TKO Parties, Endeavor OpCo, IMG Worldwide, LLC, a Delaware limited liability company (“IMG Worldwide” and, together with Endeavor OpCo, the “EGH Parties”), and Trans World International, LLC, a Delaware limited liability company and subsidiary of EGH (“TWI”) (the “Endeavor Asset Acquisition”).
Previous wording
The following is a discussion and analysis of, and a comparison between, our results of operations for the three months ended March 31, 2025 and 2024.
Current wording
The following is a discussion and analysis of, and a comparison between, our results of operations for the three and six months ended June 30, 2025 and 2024.
Previous wording
TKO is a premium sports and entertainment company which operates leading combat sports and sports entertainment brands. The Company monetizes its brands through four principal activities: (i) Media rights, production and content, (ii) Live events and hospitality, (iii) Partnerships and marketing, and (iv) Consumer products licensing and other.
Current wording
TKO is a premium sports and entertainment company which operates leading combat sports and sports entertainment brands. The Company monetizes its brands through four principal activities: (i) Media rights, production and content, (ii) Live events and hospitality, (iii) Partnerships and marketing, and (iv) Consumer products licensing.
Previous wording
The IMG business is an independent global distributor of sports programming selling media rights on behalf of rights holders and is a producer of sports programming, responsible for content on behalf of sports federations, associations and events. The IMG business also has a partnership with Euroleague Basketball to manage the commercial business of the league and includes several other properties such as Mailman, a digital sports agency and consultancy, Formula Drift, a professional automobile drifting series, Golf Events, an owner, operator and manager of golf events, and International Figure Skating, which represents figure skating competitions and championships.
Current wording
The IMG business is an independent global distributor of sports programming selling media rights on behalf of rights holders and is a producer of sports programming responsible for content on behalf of sports federations, associations and events.
Previous wording
On Location is a premium experiential hospitality business, offering ticketing, curated guest experiences, live event production and travel management across sports and entertainment and includes events such as the 2024, 2026 and 2028 Summer and Winter Olympic and Paralympic Games, FIFA World Cup 2026, Super Bowl, and the NCAA Final Four.
Current wording
On Location is a premium experiential hospitality business, offering ticketing, curated guest experiences, live event production and travel management services.
Previous wording
Corporate and Other reflects operations not allocated to the UFC, WWE or IMG segments and primarily consists of general and administrative expenses as well as operations of PBR. PBR owns the Professional Bull Riding brand, which organizes bull riding competitions, promotes the sport and its athletes through live events and broadcasts.
Current wording
Corporate and Other reflects operations not allocated to the UFC, WWE or IMG segments and primarily consists of general and administrative expenses as well as operations of PBR and boxing. PBR owns the Professional Bull Riding brand, which organizes bull riding competitions, promotes the sport and its athletes through live events and broadcasts. Boxing includes the joint venture with Sela Company for the Zuffa Boxing brand as well as promotional services TKO provides for boxing events.
Previous wording
Revenue from our Corporate and Other group principally consists of media rights fees associated with the distribution of PBR's programming content; ticket sales and site fees associated with live events; partnerships and marketing; and consumer product licensing agreements of PBR-branded products. Revenue also consists of management fees for services provided to certain equity method investments.
Current wording
Revenue from our Corporate and Other group principally consists of media rights fees associated with the distribution of PBR's programming content; ticket sales and site fees associated with live events; partnerships and marketing; and consumer product licensing agreements of PBR-branded products. Revenue also consists of management fees for services provided to certain equity method investments primarily related to boxing.
Previous wording
The following is a discussion of our consolidated results of operations for the three months ended March 31, 2025 and 2024. This information is derived from our accompanying consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Current wording
The following is a discussion of our consolidated results of operations for the three and six months ended June 30, 2025 and 2024. This information is derived from our accompanying consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Previous wording
UFC revenue increased by $46.7 million, or 15%. This increase was primarily due to $23.3 million of greater live event revenue driven by higher ticket sales revenue, including the Fight Night event in London, England, and site fees primarily from UFC 312 in Sydney, Australia and the Fight Night event in Riyadh, Saudi Arabia, as well as $15.7 million of greater partnerships revenue from new sponsors and increases in fees from renewals, compared to the prior year. The current year also includes $9.6 million of increased media rights, production and content revenue from higher domestic and international rights fees resulting from increases in contractual revenues. These increases were partially offset by a decrease of $1.9 million in consumer products licensing revenue from lower royalties on UFC-branded products.
Current wording
UFC revenue increased by $21.5 million, or 5%. This increase was primarily due to $24.1 million of greater partnerships revenue from new sponsors and increases in fees from renewals, as well as $9.9 million of increased media rights, production and content revenue from higher domestic and international rights fees resulting from increases in contractual revenues, compared to the prior year. These increases were partially offset by $10.6 million of lower live event revenue driven by lower site fees revenue associated with the timing of certain international events and a decrease of $1.9 million in consumer products licensing revenue from lower royalties on UFC-branded products.
Previous wording
WWE revenue increased by $74.8 million, or 24%. This increase was primarily driven by $30.5 million of higher media rights, production and content revenue associated with domestic and international rights fees for WWE’s flagship programs, Raw, SmackDownand NXT, which was attributable to the format expansion of WWE’s SmackDown programming as well as the new global content distribution agreement with Netflix that became effective in January 2025. The increase was also due to $26.1 million of increased live event revenue, of which $31.8 million was primarily the result of higher ticket sales revenue, partially offset by a decline in site fees due to the timing of certain international premium live events compared to the prior year. Additionally, WWE generated $11.8 million of higher partnerships revenue from new sponsors and increases in fees from renewals, coupled with $6.4 million of increased consumer products licensing related to the sale of WWE-branded products, including video games and collectibles, compared to the prior year.
Current wording
WWE revenue increased by $174.2 million, or 23%. This increase was primarily due to $67.8 million of increased live event revenue, which was the result of higher ticket sales revenue, driven by WrestleMania 41 in Las Vegas, coupled with increased site fee revenue associated with WWE’s premium live events, most notably Night of Champions held in Riyadh, Saudi Arabia. This increase was also driven by $48.7 million of higher media rights, production and content revenue associated with domestic and international rights fees for WWE’s flagship programs, Raw, SmackDown and NXT, which was attributable to the new global content distribution agreement with Netflix that became effective in January 2025 and the format expansion of WWE’s SmackDown programming, as well as $45.4 million of higher partnerships revenue from new sponsors and increases in fees from renewals. Additionally, WWE generated $12.3 million of increased consumer products licensing related to the sale of WWE-branded products, including video games, merchandise and collectibles sales, compared to the prior year.
Previous wording
IMG revenue decreased by $73.4 million, or 13%. This decrease was driven by lower revenues of $58.4 million, or 17%, from On Location, due to lower hospitality sales primarily driven by less favorable locations related to the Super Bowl and collegiate Bowl Games compared to the prior year. Additionally, lower revenues of $15.0 million, or 7%, from the IMG Business were driven by a reduction in media rights revenue primarily from no longer having rights to the FA Cup, as these rights did not transfer to the Company pursuant to the Endeavor Asset Acquisition Agreement.
Current wording
IMG revenue decreased by $86.4 million, or 10%. This decrease was driven by lower revenues of $57.6 million from On Location, due to lower hospitality sales primarily driven by less favorable locations related to the Super Bowl and collegiate Bowl Games compared to the prior year. Additionally, lower revenues of $28.8 million from the IMG business were driven by a reduction in media rights revenue primarily from no longer having rights to the FA Cup, as these rights did not transfer to the Company pursuant to the Endeavor Asset Acquisition Agreement. This reduction was partially offset by higher revenue associated with new production agreements, most notably Saudi Pro League.
Previous wording
WWE direct operating costs increased by $7.6 million, or 7%. This increase was primarily driven by $7.4 million of higher talent-related costs associated with WWE's weekly television programming and premium live events.
Current wording
WWE direct operating costs increased by $16.7 million, or 7%. This increase was primarily driven by $22.8 million of higher production and talent-related costs associated with WWE's weekly television programming and premium live events, including WrestleMania 41 in Las Vegas, partially offset by lower event-related costs driven by the reduction in non-televised events compared to the prior year.
Previous wording
IMG direct operating costs decreased by $51.6 million, or 14%. This decrease was driven by lower costs of $36.8 million, or 25%, from the IMG Business, primarily due to lower media rights fees associated with no longer having rights to the FA Cup. Additionally, lower costs of $14.8 million, or 6%, from On Location was driven by decreased event-related costs primarily from fewer hospitality sales associated with less favorable locations related to the Super Bowl and collegiate Bowl Games compared to the prior year.
Current wording
IMG direct operating costs decreased by $162.4 million, or 23%. This decrease was driven by lower costs of $100.5 million from On Location due to higher costs in the prior year largely relating to the write down of unsold tickets for the 2024 Paris Olympics, coupled with decreased event-related costs in the prior year primarily from fewer hospitality sales associated with less favorable locations related to the Super Bowl and collegiate Bowl Games compared to the prior year. Additionally, lower costs of $61.8 million from the IMG business, was primarily due to lower media rights fees associated with no longer having rights to the FA Cup.
Previous wording
IMG selling, general, and administrative expenses decreased by $13.3 million, or 14%. This decrease was primarily driven by a reduction in third-party and personnel costs from On Location due to the completion of the 2024 Olympics.
Current wording
IMG selling, general, and administrative expenses decreased by $16.9 million, or 16%. This decrease was primarily driven by a reduction in third-party and personnel costs from On Location due to the timing of the Olympics as well as the impact of cost reduction initiatives in connection with the Endeavor Asset Acquisition.
Previous wording
Corporate and Other selling, general and administrative expenses decreased by $298.7 million, or 66%. This decrease was primarily driven by lower legal costs of $338.7 million, of which $335.0 million was due to charges recorded in the prior year associated with the preliminary legal settlement of the UFC antitrust lawsuit. This decline was partially offset by $39.3 million of higher professional fees associated with strategic transactions, primarily the Endeavor Asset Acquisition, compared to the prior year.
Current wording
Corporate and Other selling, general and administrative expenses decreased by $292.1 million, or 52%. This decrease was primarily driven by lower legal costs of $340.6 million, of which $335.0 million was due to charges recorded in the prior year associated with the preliminary legal settlement of the UFC antitrust lawsuit, as well as the impact of $29.1 million of lower corporate allocated costs from Endeavor Group Holdings, Inc. to the Acquired Businesses. The decrease in service fees paid to Endeavor Group Holdings, Inc. under the Services Agreement were mostly offset by fees paid under the Transition Services Agreement. These declines were partially offset by $41.1 million of higher professional fees associated with strategic transactions, primarily the Endeavor Asset Acquisition, and $36.5 million of higher cost of personnel and other operating expenses compared to the prior year.
Previous wording
Depreciation and amortization decreased $21.6 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease was primarily due to a decline of $18.2 million of expenses associated with certain WWE intangible assets that became fully amortized during the third quarter of 2024.
Current wording
Depreciation and amortization decreased by $19.5 million, or 16%, to $99.4 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This decrease was primarily due to a decline of $18.0 million of expenses associated with certain WWE intangible assets that became fully amortized during the third quarter of 2024.
Previous wording
Interest expense, net decreased $16.4 million, or 27%, to $44.8 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease was primarily driven by the refinancing of the Credit Facilities in November 2024 that resulted in New Term Loans with a lower interest rate.
Current wording
Interest expense, net decreased by $14.8 million, or 23%, to $48.2 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This decrease was primarily driven by the refinancing of the Credit Facilities in November 2024 that resulted in New Term Loans with a lower interest rate.
Previous wording
Primarily relates to losses of $6.5 million on the sale of certain equity method investments and losses of foreign exchange transactions, partially offset by a gain of $1.3 million on the sale of PBR's former headquarters during the three months ended March 31, 2025. Primarily relates to losses on foreign exchange transactions during the three months ended March 31, 2024.
Current wording
Other expense, net for the six months ended June 30, 2025 and 2024 primarily reflect losses on foreign exchange transactions. Other expense, net for the six months ended June 30, 2025 also includes a net loss of $2.5 million from the sale of certain equity method investments, partially offset by a gain of $1.3 million on the sale of PBR's former headquarters building.
Previous wording
For the three months ended March 31, 2025, TKO recorded a provision for income taxes of $21.2 million compared to a tax benefit of $5.7 million for the three months ended March 31, 2024. This change was primarily related to the preliminary legal settlement for the UFC antitrust lawsuit of $335.0 million that resulted in a $39.6 million discrete tax benefit that was recognized in the prior year.
Current wording
For the six months ended June 30, 2025, TKO recorded a provision for income taxes of $67.7 million compared to a provision of $0.9 million for the six months ended June 30, 2024. This change was primarily related to the preliminary legal settlement for the UFC antitrust lawsuit of $335.0 million that resulted in a $39.6 million discrete tax benefit that was recognized in the prior year.
Previous wording
Net income (loss) attributable to non-controlling interests was income of $107.1 million and loss of $130.6 million for the three months ended March 31, 2025 and 2024, respectively. The change was primarily due to the change in the amount of reported net income for the three months ended March 31, 2025 as compared to the reported net loss for the three months ended March 31, 2024, as well as the impact of the Endeavor Asset Acquisition. See Note 12, Non-Controlling Interests, to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for further details on the effect of the Endeavor Asset Acquisition to this line item.
Current wording
Net income (loss) attributable to non-controlling interests was income of $174.8 million and loss of $12.9 million for the three months ended June 30, 2025 and 2024, respectively. The change was primarily due to the change in the amount of reported net income for the three months ended June 30, 2025 as compared to the reported net loss for the three months ended June 30, 2024, as well as the impact of the Endeavor Asset Acquisition. See Note 10, Non-Controlling Interests, to our unaudited consolidated financial statements included in this Quarterly Report for further details on the effect of the Endeavor Asset Acquisition to this line item.
Previous wording
The following tables set forth Revenue and Adjusted EBITDA for each of our segments for the three months ended March 31, 2025 and 2024:
Current wording
The following tables set forth Revenue and Adjusted EBITDA for each of our segments for the three and six months ended June 30, 2025 and 2024:
Previous wording
The following table sets forth our UFC segment results for the three months ended March 31, 2025 and 2024:
Current wording
The following table sets forth our UFC segment results for the three and six months ended June 30, 2025 and 2024:
Previous wording
The following table sets forth our WWE segment results for the three months ended March 31, 2025 and 2024:
Current wording
The following table sets forth our WWE segment results for the three and six months ended June 30, 2025 and 2024:
Previous wording
The following table sets forth our IMG segment results for the three months ended March 31, 2025 and 2024:
Current wording
The following table sets forth our IMG segment results for the three and six months ended June 30, 2025 and 2024:
Previous wording
Corporate and Other revenue primarily relates to media rights fees associated with the distribution of PBR's programming content; ticket sales and site fees associated with live events; partnerships and marketing; and consumer product licensing agreements of PBR-branded products. Revenue also consists of management fees for services provided to certain equity method investments. Corporate and Other expenses relate to direct operating costs and general and administrative expenses attributable to PBR as well as general and administrative expenses largely related to corporate activities, including information technology, facilities, legal, human resources, finance, accounting, treasury, investor relations, corporate communications, community relations and compensation to TKO’s management and board of directors, which support each of the reportable segments. Corporate and Other expenses also include service fees paid by the Company to Endeavor related to corporate activities as well as revenue generating activities under the Services Agreement, prior to its termination on February 28, 2025. As discussed above, on the closing date of the Endeavor Asset Acquisition, the Services Agreement between TKO OpCo and Endeavor was terminated and a Transition Services Agreement has been entered into between the EGH Parties, TWI and the TKO Parties.
Current wording
Corporate and Other revenue primarily relates to media rights fees associated with the distribution of PBR's programming content; ticket sales and site fees associated with live events; partnerships and marketing; and consumer product licensing agreements of PBR-branded products. Revenue also consists of management fees for services provided to certain equity method investments primarily related to boxing. Corporate and Other expenses relate to direct operating costs and general and administrative expenses attributable to PBR as well as general and administrative expenses largely related to corporate activities, including information technology, facilities, legal, human resources, finance, accounting, treasury, investor relations, corporate communications, community relations and compensation to TKO’s management and board of directors, which support each of the reportable segments. Corporate and Other expenses also include service fees paid by the Company to Endeavor related to corporate activities as well as revenue generating activities under the Services Agreement, prior to its termination on February 28, 2025. As discussed above, on the closing date of the Endeavor Asset Acquisition, the Services Agreement between TKO OpCo and Endeavor was terminated and a Transition Services Agreement has been entered into between the EGH Parties, TWI and the TKO Parties.
Previous wording
The following table sets forth results for Corporate and Other for the three months ended March 31, 2025 and 2024:
Current wording
The following table sets forth results for Corporate and Other for the three and six months ended June 30, 2025 and 2024:
Previous wording
The following table sets forth our operating metrics for PBR for the three months ended March 31, 2025 and 2024:
Current wording
The following table sets forth our operating metrics for PBR for the three and six months ended June 30, 2025 and 2024:
Previous wording
Equity-based compensation represents non-cash compensation expense for various awards issued under the TKO 2023 Incentive Award Plan, awards assumed in connection with the acquisition of WWE in September 2023, and awards issued under Endeavor Group Holdings, Inc.’s 2021 Plan. For the three months ended March 31, 2025 and March 31, 2024, equity-based compensation includes $1.0 million and $9.0 million, respectively, of expense associated with certain services provided by an independent contractor in the WWE segment. For the three months ended March 31, 2024, equity-based compensation includes $2.4 million of expense associated with accelerated vesting of the Replacement Awards related to the workforce reduction of certain employees in the WWE segment and Corporate and Other.
Current wording
Equity-based compensation represents non-cash compensation expense for various awards issued under the TKO 2023 Incentive Award Plan, awards assumed in connection with the acquisition of WWE in September 2023, and awards issued under Endeavor Group Holdings, Inc.’s 2021 Plan. For the three and six months ended June 30, 2025 and 2024, equity-based compensation includes $1.0 million and $6.7 million, and $2.0 million and $15.7 million, respectively, of expense associated with certain services provided by an independent contractor in the WWE segment. For the three and six months ended June 30, 2024, equity-based compensation includes $0.9 million and $3.3 million, respectively, of expense associated with accelerated vesting of the Replacement Awards related to the workforce reduction of certain employees in the WWE segment and Corporate and Other.
Previous wording
Includes costs related to certain litigation matters including antitrust lawsuits for UFC and WWE and matters where Mr. McMahon has agreed to make future payments to certain counterparties personally. For the three months ended March 31, 2024, these costs include the preliminary legal settlement of the UFC antitrust lawsuit for $335.0 million, as described in Note 16, Commitments and Contingencies, to our unaudited consolidated financial statements in this Quarterly Report.
Current wording
Includes costs related to certain litigation matters including antitrust lawsuits for UFC and WWE and matters where Mr. McMahon has agreed to make future payments to certain counterparties personally. For the six months ended June 30, 2024, these costs include the preliminary legal settlement of the UFC antitrust lawsuit for $335.0 million, as described in Note 15, Commitments and Contingencies, to our unaudited consolidated financial statements in this Quarterly Report.
Previous wording
Includes costs resulting from the Company’s cost reduction program as described in Note 15, Restructuring Charges, to our unaudited consolidated financial statements in this Quarterly Report.
Current wording
Includes costs resulting from the Company’s cost reduction program as described in Note 14, Restructuring Charges, to our unaudited consolidated financial statements in this Quarterly Report. For the three and six months ended June 30, 2024, the Company recorded an impairment charge of $24.3 million as a result of reducing the carrying value of WWE assets held for sale to their fair value less cost to sell, as described in Note 5, Supplementary Data, to our unaudited consolidated financial statements in this Quarterly Report.
Previous wording
The New Term Loans accrue interest at an annual interest rate equal to Term Secured Overnight Financing Rate ("SOFR") plus 2.25%, with a SOFR floor of 0.00%, which totaled 6.58% as of March 31, 2025. The Existing Term Loans accrued interest at an annual interest rate equal to SOFR plus a credit spread adjustment plus 2.75%. The New Term Loans include 1% principal amortization payable in equal quarterly installments, with any remaining balance payable on the final maturity date of November 21, 2031.
Current wording
The New Term Loans accrue interest at an annual interest rate equal to Term Secured Overnight Financing Rate ("SOFR") plus 2.25%, with a SOFR floor of 0.00%, which totaled 6.57% as of June 30, 2025. The Existing Term Loans accrued interest at an annual interest rate equal to SOFR plus a credit spread adjustment plus 2.75%. The New Term Loans include 1% principal amortization payable in equal quarterly installments, with any remaining balance payable on the final maturity date of November 21, 2031.
Previous wording
In October 2024, the Company announced that its board of directors has authorized a share repurchase program of up to $2.0 billion of its Class A common stock and the approval of a quarterly cash dividend program pursuant to which holders of TKO’s Class A common stock will receive their pro rata share of $75.0 million expected quarterly distributions to be made by TKO OpCo. We will determine at our discretion the timing and the amount of any repurchases based on its evaluation of market conditions, share price, and other factors. Repurchases under the share repurchase program may be made in the open market, in privately negotiated transactions or otherwise, and we are not obligated to acquire any particular amount under the share repurchase program. The share repurchase program has no expiration, is expected to be completed within approximately three to four years and may be modified, suspended, or discontinued at any time.
Current wording
In October 2024, the Company announced that its board of directors has authorized a share repurchase program of up to $2.0 billion of its Class A common stock and the approval of a quarterly cash dividend program pursuant to which holders of TKO’s Class A common stock will receive their pro rata share of approximately $75.0 million expected quarterly distributions to be made by TKO OpCo. TKO OpCo made distributions of $75.2 million on each of March 31, 2025 and June 30, 2025 under the cash dividend program. We will determine at our discretion the timing and the amount of any repurchases based on our evaluation of market conditions, share price, and other factors. Repurchases under the share repurchase program may be made in the open market, in privately negotiated transactions or otherwise, and we are not obligated to acquire any particular amount under the share repurchase program. The share repurchase program has no expiration, is expected to be completed within approximately three to four years and may be modified, suspended, or discontinued at any time.
Previous wording
Our inaugural quarterly cash dividend, totaling $75.2 million, was paid on March 31, 2025. Future declarations of quarterly dividends are subject to our determination and discretion based on our consideration of various factors, such as our results of operations, financial condition, market conditions, earnings, cash flow requirements, restrictions in its debt agreements and legal requirements and other factors that we deem relevant.
Current wording
Future declarations of quarterly dividends are subject to our determination and discretion based on our consideration of various factors, such as our results of operations, financial condition, market conditions, earnings, cash flow requirements, restrictions in its debt agreements and legal requirements and other factors that we deem relevant.
Previous wording
Operating activities increased from $44.9 million of cash provided in the three months ended March 31, 2024 to $162.8 million of cash provided in the three months ended March 31, 2025. Cash provided in the three months ended March 31, 2025 was primarily due to net income for the period of $165.5 million, which included certain non-cash items, including depreciation and amortization of $100.5 million and equity-based compensation of $30.3 million, as well as an increase in restricted cash of $100.3 million related to On Location for the FIFA World Cup 2026. This increase was partially offset by a decline in accounts payable and accrued liabilities of $199.6 million primarily driven by the $125.0 million payment under the settlement agreement in the UFC antitrust lawsuits and the timing of bonus payments.
Current wording
Operating activities increased from $352.0 million of cash provided in the six months ended June 30, 2024 to $559.0 million of cash provided in the six months ended June 30, 2025. Cash provided in the six months ended June 30, 2025 was primarily due to net income for the period of $438.6 million, which included certain non-cash items, including depreciation and amortization of $199.9 million and equity-based compensation of $63.3 million, as well as an increase in restricted cash of $265.1 million related to On Location for the FIFA World Cup 2026. This increase was partially offset by a decline in accounts payable and accrued liabilities primarily driven by the $250.0 million payments under the settlement agreement in the UFC antitrust lawsuits and the timing of bonus payments.
Previous wording
Investing activities increased from $55.1 million of cash used in the three months ended March 31, 2024 to $31.0 million of cash used in the three months ended March 31, 2025. Cash used in the three months ended March 31, 2025 primarily reflects payments for property, buildings and equipment of $27.3 million and investments in affiliates of $11.0 million, partially offset by proceeds from the sale of assets of $7.3 million. Cash used in the three months ended March 31, 2024 primarily reflects payments for property, buildings and equipment of $37.4 million and investments in affiliates of $16.5 million.
Current wording
Investing activities increased from $83.3 million of cash used in the six months ended June 30, 2024 to $49.7 million of cash used in the six months ended June 30, 2025. Cash used in the six months ended June 30, 2025 primarily reflects payments for property, buildings and equipment of $48.6 million and investments in affiliates of $13.8 million, partially offset by proceeds from the sale of assets of $5.8 million and infrastructure improvement incentives received of $5.4 million. Cash used in the six months ended June 30, 2024 primarily reflects payments for property, buildings and equipment of $64.2 million and investments in affiliates of $16.4 million.
Previous wording
Financing activities decreased from $13.3 million of cash used in the three months ended March 31, 2024 to $185.7 million of cash used in the three months ended March 31, 2025. Cash used in the three months ended March 31, 2025 primarily reflects net transfers to Endeavor Group Holdings, Inc. of $122.5 million, distributions to EGH and its subsidiaries of $44.3 million, dividends paid to holders of TKO Class A common stock of $31.1 million and net payments on debt of $11.0 million. These decreases were partially offset by contributions of $23.3 million from Endeavor Group Holdings, Inc. in connection with the Endeavor Asset Acquisition. Cash used in the three months ended March 31, 2024 primarily reflects net payments on debt of $10.0 million.
Current wording
Financing activities decreased from $258.3 million of cash used in the six months ended June 30, 2024 to $346.0 million of cash used in the six months ended June 30, 2025. Cash used in the six months ended June 30, 2025 primarily reflects distributions to EGH and its subsidiaries of $166.7 million, net transfers to Endeavor Group Holdings, Inc. of $122.5 million, dividends paid to holders of TKO Class A common stock of $62.1 million and net payments on debt of $20.8 million. These decreases were partially offset by contributions of $26.5 million from Endeavor Group Holdings, Inc. in connection with the Endeavor Asset Acquisition. Cash used in the six months ended June 30, 2024 primarily reflects share repurchases of $165.0 million, net transfers to Endeavor Group Holdings, Inc. of $70.2 million, and net payments on debt of $22.1 million.
Previous wording
TKO expects that its primary liquidity needs will be cash to (1) provide capital to facilitate organic growth of its business, (2) pay operating expenses, including cash compensation to its employees, athletes and talent, (3) fund capital expenditures and investments, (4) pay interest and principal when due on the Credit Facilities, (5) pay income taxes, (6) reduce its outstanding indebtedness under the Credit Facilities, (7) fund the legal settlements described in Note 16, Commitments and Contingencies, to our unaudited consolidated financial statements included in this Quarterly Report, (8) fund share repurchases as authorized by the Board and (9) make distributions to members and, in accordance with the Company’s cash management policy, to TKO stockholders, including the planned quarterly dividend when declared by the Board.
Current wording
TKO expects that its primary liquidity needs will be cash to (1) provide capital to facilitate organic growth of its business, (2) pay operating expenses, including cash compensation to its employees, athletes and talent, (3) fund capital expenditures and investments, (4) pay interest and principal when due on the Credit Facilities, (5) pay income taxes, (6) reduce its outstanding indebtedness under the Credit Facilities, (7) fund share repurchases as authorized by the Board and (8) make distributions to members and, in accordance with the Company’s cash management policy, to TKO stockholders, including the planned quarterly dividend when declared by the Board.
Previous wording
For a description of our policies regarding our critical accounting estimates, see “Critical Accounting Estimates” in our 2024 Annual Report. During the three months ended March 31, 2025, there were no significant changes in our critical accounting policies and estimates or the application or the results of the application of those policies to our unaudited consolidated financial statements from those previously disclosed in the 2024 Annual Report.
Current wording
For a description of our policies regarding our critical accounting estimates, see “Critical Accounting Estimates” in our audited recast combined financial statements and accompanying notes with respect to the fiscal years ended December 31, 2024, 2023 and 2022 (included in a Form 8-K filing on May 8, 2025), giving effect to the Endeavor Asset Acquisition as if such transaction had been consummated at the beginning of the earliest period presented. During the six months ended June 30, 2025, there were no significant changes in our critical accounting policies and estimates or the application or the results of the application of those policies to our unaudited consolidated financial statements from those previously disclosed in the Form 8-K filing on May 8, 2025.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Depreciation and amortization decreased $41.1 million, or 17%, to $199.9 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This decrease was primarily due to a decline of $36.1 million of expenses associated with certain WWE intangible assets that became fully amortized during the third quarter of 2024.
Current report — wording carried from elsewhere
Interest expense, net decreased by $31.2 million, or 25%, to $93.0 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This decrease was primarily driven by the refinancing of the Credit Facilities in November 2024 that resulted in New Term Loans with a lower interest rate.
Current report — wording carried from elsewhere
For the three months ended June 30, 2025, TKO recorded a provision for income taxes of $46.5 million compared to a provision of $6.6 million for the three months ended June 30, 2024. This change was primarily related to increased pretax income for the three months ended June 30, 2025.
Current report — wording carried from elsewhere
Net income (loss) attributable to non-controlling interests was income of $281.9 million and loss of $143.5 million for the six months ended June 30, 2025 and 2024, respectively. The change was primarily due to the change in the amount of reported net income for the six months ended June 30, 2025 as compared to the reported net loss for the six months ended June 30, 2024, as well as the impact of the Endeavor Asset Acquisition. See Note 10, Non-Controlling Interests, to our unaudited consolidated financial statements included in this Quarterly Report for further details on the effect of the Endeavor Asset Acquisition to this line item.