As used in this Proxy Statement, unless we state or the context otherwise requires:
| • | “we,” “us,” “our,” “TKO Group Holdings,” “TKO,” the “Company,” and similar references refer (1) prior to the consummation of the TKO Transactions to Zuffa (n/k/a TKO Operating Company, LLC), and (2) after the consummation of the TKO Transactions to TKO Group Holdings, Inc. and its consolidated subsidiaries. |
| • | “Board” or “Board of Directors” refers to the board of directors of TKO. |
| • | “Class A common stock” refers to the Class A common stock, par value $0.00001 per share, of TKO. |
| • | “Class B common stock” refers to the Class B common stock, par value $0.00001 per share, of TKO. |
| • | “Common Stock” refers to the Class A common stock and the Class B common stock. |
| • | “EGH Designees” refers to the members of the Board selected by the EGH Subscribers prior to the Sunset Date pursuant to the Governance Agreement. |
| • | “EGH Subscribers” refers to, collectively, Endeavor OpCo, January Capital Sub, LLC, a Delaware limited liability company and subsidiary of Endeavor Group Holdings, Inc., and January Capital Holdco, LLC, a Delaware limited liability company and subsidiary of Endeavor Group Holdings, Inc. |
| • | “Endeavor Group Holdings, Inc.” refers to Endeavor Group Holdings, Inc., a Delaware corporation. |
| • | “Endeavor OpCo” refers to Endeavor Operating Company, LLC, a Delaware limited liability company and subsidiary of Endeavor Group Holdings, Inc. |
| • | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
| • | “Governance Agreement” refers to the governance agreement, entered into by and among Endeavor Group Holdings, Inc., the EGH Subscribers, TKO OpCo, TKO Group Holdings, Inc., and our former Executive Chair in connection with the completion of the TKO Transactions, as amended, which terminated on January 1, 2026 in accordance with its terms, other than with respect to certain surviving provisions. |
| • | “NYSE” refers to the New York Stock Exchange. |
| • | “TKO Group Holdings, Inc.” refers to TKO Group Holdings, Inc., a Delaware corporation. |
| • | “TKO OpCo” refers to TKO Operating Company, LLC (f/k/a Zuffa Parent LLC), a Delaware limited liability company and our direct subsidiary. |
| • | “TKO OpCo Units” refers to all of the existing equity interests in TKO OpCo. |
| • | “TKO Transactions” refer, collectively, to the combination of the businesses of UFC and WWE under TKO Group Holdings, Inc. consummated in September 2023. The transactions were in accordance with the Transaction Agreement (defined below) (i) WWE undertook certain internal restructuring steps; (ii) Whale Merger Sub Inc. merged with and into WWE (the “Merger”), with WWE surviving the Merger (the “Surviving Entity”) and becoming a direct wholly owned subsidiary of the Company; (iii) immediately following the Merger, the Company caused the Surviving Entity to be converted into a Delaware limited liability company (“WWE LLC”) and the Company became the sole managing member of WWE LLC (the “Conversion”); and (iv) following the Conversion, TKO Group Holdings, Inc. (x) contributed all of the equity interests of WWE LLC to TKO OpCo in exchange for 49% of the membership interests in TKO OpCo on a fully diluted basis, and (y) issued to Endeavor OpCo and certain of Endeavor Group Holdings, Inc.’s other subsidiaries a number of shares of our Class B common stock representing, in the aggregate, approximately 51% of the total voting interests of the Company’s stock on a fully-diluted basis, in exchange for a payment equal to the par value of such Class B common stock. |
| • | “Transaction Agreement” refers to the transaction agreement entered into by Endeavor Group Holdings, Inc., WWE, Endeavor OpCo, TKO OpCo, TKO Group Holdings, Inc. and Whale Merger Sub Inc. on April 2, 2023. |
| • | “UFC” refers to the Ultimate Fighting Championship. |
| • | “VWAP” means as of an applicable date, the volume weighted average price per share of the applicable security on such security’s principal trading market (as reported by Bloomberg L.P. (or its successor) or, if not available, by another authoritative source determined by TKO Group Holdings, Inc.) from 9:30 a.m. (New York City time) on the relevant trading day to 4:00 p.m. (New York City time) on such date. |
| • | “WME Group” refers to the portfolio of representation businesses owned by Endeavor Group Holdings, Inc. following the take-private of Endeavor Group Holdings, Inc. by Silver Lake and the other co-investors in March 2025. |
| • | “WWE” refers to World Wrestling Entertainment, Inc. (n/k/a World Wrestling Entertainment, LLC). |
| • | “WWE Designees” refers the members of the Board selected by WWE prior to the Sunset Date pursuant to the Governance Agreement. |
| • | “Zuffa” refers to Zuffa Parent, LLC (n/k/a TKO Operating Company, LLC or TKO OpCo). |
