TKO Group Holdings, Inc.

Previous 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.

Current wording

The following is a discussion and analysis of, and a comparison between, our results of operations for the three and nine months ended September 30, 2025 and 2024.

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 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.

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 Riders 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 primarily related to boxing.

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 and promotional fees for services primarily related to boxing.

Previous 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”).

Current wording

The following is a discussion of our consolidated results of operations for the three and nine months ended September 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

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 wording

WWE revenue increased by $75.8 million, or 23%. This increase was primarily due to $31.4 million of increased live event revenue, which was the result of higher ticket sales and site fee revenue, mostly driven by the first ever two-night SummerSlam in New Jersey as well as Wrestlepalooza in Indianapolis to kick-off our distribution agreement with ESPN. This increase was also driven by $21.5 million of higher media rights, production and content revenue associated with domestic and international rights fees for Raw, SmackDown and NXT, which was primarily attributable to the new global content distribution agreement with Netflix that became effective in January 2025, as well as fees associated with WWE's premium live events, including the new content distribution agreement with ESPN that became effective in September 2025. These increases more than offset the unfavorable impact of one less episode of Raw in the current year and the shift of SmackDown to a two-hour format for the second half of the current year. Additionally, WWE generated $18.2 million of higher partnerships revenue from new sponsors, increases in fees from renewals, and incremental inventory from the first ever two-night SummerSlam and Wrestlepalooza to kick-off our distribution agreement with ESPN, as well as $4.7 million of increased consumer products licensing revenue related to the sale of WWE-branded products, including video game and merchandise sales, compared to the prior year.

Previous wording

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 wording

UFC revenue increased by $38.5 million, or 4%. This increase was primarily due to $36.6 million of higher partnerships revenue from new sponsors and increases in fees from renewals. Additionally, UFC generated $4.9 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, partially offset by lower ticket sales revenue driven by holding one less numbered event as well as the impact of UFC 306 in the prior year, which was a marquee event at Sphere in Las Vegas. This increase was also driven by $3.7 million of increased media rights, production and content revenue from higher domestic and international rights fees resulting from increases in contractual revenues, partially offset by the impact of holding one less numbered event compared to the prior year. These revenue stream increases were somewhat offset by a decrease of $6.7 million in consumer product licensing revenue from lower royalties on UFC-branded products compared to the prior year.

Previous 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.

Current wording

WWE revenue increased by $250.0 million, or 23%. This increase was primarily due to $99.1 million of increased live event revenue, which was the result of higher ticket sales revenue, driven by WrestleMania 41 in Las Vegas and the first ever two-night SummerSlam in New Jersey, 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 $70.2 million of higher media rights, production and content revenue associated with domestic and international rights fees for 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 rights fees associated with WWE’s premium live events, including the new content distribution agreement with ESPN that became effective in September 2025. Additionally, WWE generated $63.6 million of higher partnerships revenue from new sponsors and increases in fees from renewals, and $17.1 million of increased consumer products licensing revenue 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 $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.

Current wording

IMG segment revenue decreased by $578.8 million, or 34%. This decrease was primarily attributable to a $552.4 million decline in On Location revenue as the prior year included hospitality related revenues generated from the 2024 Paris Olympics. The decline in On Location revenue was also 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 $26.3 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, as well as media rights commissions related to the Canelo vs. Crawford boxing event.

Previous wording

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 wording

Corporate and Other direct operating costs decreased by $10.9 million, or 26%. 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 $7.6 million from PBR was primarily driven by lower production, marketing, rider and other event-related costs compared to the prior year.

Previous wording

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 wording

UFC direct operating costs decreased by $6.7 million, or 2%. This decrease was primarily due to $10.9 million of lower production, marketing, athlete and other event-related costs driven by holding one less numbered event as well as the impact of UFC 306 in the prior year, which was a marquee event at Sphere in Las Vegas. These declines were partially offset by $3.6 million of higher variable costs of revenue.

Previous 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.

Current wording

WWE direct operating costs increased by $43.7 million, or 13%. This increase was primarily driven by $51.3 million of higher talent, production, marketing and other event-related costs associated with WWE's weekly television programming and premium live events, from holding more premium live events, including WrestleMania 41 in Las Vegas, the first ever two-night SummerSlam in New Jersey and Wrestlepalooza in Indianapolis to kick-off our distribution agreement with ESPN, as well as more televised events, including Saturday Night's Main Event, compared to the prior year.

Previous 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.

Current wording

IMG segment direct operating costs decreased by $748.1 million, or 51%. This decrease was primarily driven by a $681.4 million decline from On Location, largely related to the impact of the 2024 Paris Olympics included in prior year results including the associated write down of unsold tickets, coupled with 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. Additionally, lower costs of $66.7 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

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 wording

Corporate and Other direct operating costs decreased by $17.2 million, or 15%. 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. Additionally, lower costs of $9.2 million from PBR were primarily driven by lower marketing, rider and other event-related costs compared to the prior year.

Previous 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.

Current wording

IMG segment selling, general, and administrative expenses decreased by $16.4 million, or 16%. This decrease was primarily driven by the impact of the 2024 Paris Olympics included in the prior year results as well as the impact of cost reduction initiatives in connection with the Endeavor Asset Acquisition.

Previous wording

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 wording

WWE selling, general and administrative expenses decreased by $16.7 million, or 6%. The prior year included an impairment charge of $25.8 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, partially offset by $14.4 million of higher personnel and travel costs compared to the prior year.

Previous wording

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 wording

IMG segment selling, general, and administrative expenses decreased by $46.6 million, or 16%. This decrease was primarily driven by the impact of the 2024 Paris Olympics included in the prior year results 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 $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.

Current wording

Corporate and Other selling, general and administrative expenses decreased by $300.0 million, or 41%. This decrease was primarily driven by lower legal and professional costs of $353.6 million, of which $375.0 million was due to charges recorded in the prior year associated with the legal settlement of the UFC antitrust lawsuit, as well as the impact of $65.4 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 $79.7 million of higher cost of personnel and other operating expenses, as well as $39.3 million of professional fees associated with strategic transactions, primarily the Endeavor Asset Acquisition, compared to the prior year.

Previous wording

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 wording

Depreciation and amortization increased by $14.2 million, or 12%, to $129.1 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was driven by a $25.3 million acceleration of WWE customer relationship assets following the modification of a related media revenue arrangement. This increase was partially offset by a decline of $14.3 million of expense associated with certain WWE intangible assets that became fully amortized during the third quarter of 2024.

Previous 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.

Current wording

Depreciation and amortization decreased $26.9 million, or 8%, to $329.0 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This decrease was primarily due to a decline of $50.4 million of expenses associated with certain WWE intangible assets that became fully amortized during the third quarter of 2024. This decrease was partially offset by a $25.3 million acceleration of WWE customer relationship assets following the modification of a related media revenue arrangement.

Previous 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.

Current wording

Interest expense, net decreased by $8.6 million, or 14%, to $50.8 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was primarily driven by the Credit Facilities refinancing transactions in November 2024 and September 2025 that resulted in term loans with a lower interest rate, partially offset by a $1.0 billion increase in the principal balance of our term loan resulting from the September 2025 refinancing transaction.

Previous wording

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 wording

Interest expense, net decreased by $39.8 million, or 22%, to $143.8 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This decrease was primarily driven by the Credit Facilities refinancing transactions in November 2024 and September 2025 that resulted in term loans with a lower interest rate, partially offset by a $1.0 billion increase in the principal balance of our term loan resulting from the September 2025 refinancing transaction.

Previous 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.

Current wording

Other expense, net for the nine months ended September 30, 2025 and 2024 includes net losses on foreign exchange transactions. Other expense, net for the nine months ended September 30, 2025 also includes a net loss of $9.6 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 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 wording

For the three months ended September 30, 2025, TKO recorded a provision for income taxes of $12.8 million compared to $2.9 million for the three months ended September 30, 2024. This change was primarily related to increased pretax income for the three months ended September 30, 2025.

Previous 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.

Current wording

For the nine months ended September 30, 2025, TKO recorded a provision for income taxes of $80.4 million compared to $3.7 million for the nine months ended September 30, 2024. This change was primarily related to increased pretax income for the nine months ended September 30, 2025 as well as the legal settlement for the UFC antitrust lawsuit of $375.0 million that resulted in a $44.0 million discrete tax benefit that was recognized in the prior year.

Previous 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.

Current wording

Net income (loss) attributable to non-controlling interests was income of $65.8 million and loss of $19.7 million for the three months ended September 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 September 30, 2025 as compared to the reported net loss for the three months ended September 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

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.

Current wording

Net income (loss) attributable to non-controlling interests was income of $347.7 million and loss of $163.2 million for the nine months ended September 30, 2025 and 2024, respectively. The change was primarily due to the change in the amount of reported net income for the nine months ended September 30, 2025 as compared to the reported net loss for the nine months ended September 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 and six months ended June 30, 2025 and 2024:

Current wording

The following tables set forth Revenue and Adjusted EBITDA for each of our segments for the three and nine months ended September 30, 2025 and 2024:

Previous wording

The following table sets forth our UFC segment results for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth our UFC segment results for the three and nine months ended September 30, 2025 and 2024:

Previous wording

The following table sets forth our WWE segment results for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth our WWE segment results for the three and nine months ended September 30, 2025 and 2024:

Previous wording

The following table sets forth our IMG segment results for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth our IMG segment results for the three and nine months ended September 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 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.

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 and promotional fees for services 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 and six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth results for Corporate and Other for the three and nine months ended September 30, 2025 and 2024:

Previous wording

The following table sets forth our operating metrics for PBR for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth our operating metrics for PBR for the three and nine months ended September 30, 2025 and 2024:

Previous wording

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 wording

Adjusted EBITDA for the three months ended September 30, 2025 increased by $15.9 million, or 18%, compared to the three months ended September 30, 2024. This increase was primarily driven by the impact of $32.7 million of lower corporate allocated costs from Endeavor Group Holdings, Inc. to the Acquired Businesses and incremental revenue from higher management and promotional fees for services primarily related to boxing. These increases were partially offset by $26.1 million of higher cost of personnel and other operating expenses, as well as a decline in revenue related to PBR driven by lower media rights, compared to the prior year.

Previous wording

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 wording

Adjusted EBITDA for the nine months ended September 30, 2025 increased by $30.3 million, or 12%, compared to the nine months ended September 30, 2024. This increase was primarily driven by the impact of $65.4 million of lower corporate allocated costs from Endeavor Group Holdings, Inc. to the Acquired Businesses and incremental revenue from higher management and promotional fees for services primarily related to boxing. These increases were partially offset by $50.3 million of higher cost of personnel and other operating expenses, as well as a decline in revenue related to PBR driven by lower media rights, compared to the prior year.

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 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.

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 nine months ended September 30, 2025 and 2024, equity-based compensation expense includes $1.0 million and $1.0 million, and $3.0 million and $16.7 million, respectively, related to services provided by an independent contractor in the WWE segment. For the nine months ended September 30, 2024, equity-based compensation expense related to the accelerated vesting of the Replacement Awards was $3.3 million, associated with the workforce reduction of certain employees in the WWE segment and Corporate and Other.

Previous wording

Includes certain costs of professional advisors related to strategic transactions, primarily the Endeavor Asset Acquisition.

Current wording

Includes certain costs of professional advisors related to strategic transactions, primarily the Endeavor Asset Acquisition, as well as fair value adjustments for contingent consideration liabilities associated with a past acquisition.

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 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.

Current wording

Includes costs related to certain litigation matters including antitrust lawsuits for UFC, WWE stockholder litigation and matters where Mr. McMahon has agreed to make future payments to certain counterparties personally. For the three and nine month ended September 30, 2024, these costs include the legal settlement of the UFC antitrust lawsuit for $40.0 million and $375.0 million, respectively, as described in Note 16, 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 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.

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 nine months ended September 30, 2025, the Company recognized impairment charges of $3.6 million within the IMG segment primarily related to the write-off of certain assets that are no longer in use. For the three and nine months ended September 30, 2024, the Company recorded impairment charges of $1.5 million and $25.8 million as a result of reducing the carrying value of WWE assets held for sale to their fair value less cost to sell. Refer to Note 5, Supplementary Data, to our unaudited consolidated financial statements in this Quarterly Report, for further information.

Previous wording

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.

Current wording

For the three months ended September 30, 2025, other adjustments primarily reflects a net loss of $7.1 million related to the sale of certain equity method investments, partially offset by net gains on foreign exchange transactions. For the nine months ended September 30, 2025, other adjustments primarily reflect losses on foreign exchange transactions and also includes a net loss of $9.6 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 the three and nine months ended September 30, 2024, primarily reflect gains on foreign exchange transactions.