TKO Group Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 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.
Sep 30, 2025 · Filed Nov 5, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0000950170-25-104095
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0001193125-25-267014
Item 1A. Risk FactorsThe 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 8 previous paragraphs and 10 current paragraphs.
7 unchanged; 0 reworded; 3 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause our actual operating results and financial condition to vary materially from past, or anticipated future, operating results and financial condition. For a discussion of these potential risks and uncertainties, see Part I, Item 1A. "Risk Factors" in our 2024 Annual Report. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and the price of our common stock. There have been no material changes in our risk factors to those included in our 2024 Annual Report.
Added paragraphs (3)
Current report
Includes shares of our Class A common stock repurchased (i) under the ASR Agreement and (ii) under a privately negotiated transaction for the repurchase of $26 million of our Class A common stock, each of which was completed under our previously announced $2 billion share repurchase program.
Current report
Average price paid per share excludes any broker commissions and other costs of execution, including excise taxes. Under the ASR Agreement, on September 16, 2025, the Company paid $800 million to Morgan Stanley & Co. LLC and received an initial delivery of 3,161,430 shares of Class A common stock with additional shares expected to be delivered through December 2025. The average price paid per share shown in the table includes the initial delivery of shares under the ASR Agreement and the impact of the upfront payment structure under the agreement.
Current report
On October 24, 2024, we announced that our Board had authorized a share repurchase program of up to $2 billion of our Class A common stock. On September 15, 2025, we announced that we had entered into the 10b5-1 Plan, with repurchases contemplated thereunder to commence immediately following the completion of the ASR Agreement are completed. 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, and may be modified, suspended, or discontinued at any time.
Removed paragraphs (1)
Previous report
On June 3, 2025, Endeavor OpCo entered into an agreement to purchase 1,579,080 shares of Class A common stock from Vincent K. McMahon in a private transaction at a per share price of $158.32 for aggregate consideration of approximately $250.0 million. The transaction closed on June 4, 2025.