TKO Group Holdings, Inc.
For the period ended Mar 31, 2026. Filed May 6, 2026.
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.
Mar 31, 2026 · Filed May 6, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 1A. Risk Factors
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 2025 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 2025 Annual Report.
Report of Offering of Securities and Use of Proceeds Therefrom
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table presents information with respect to purchases of the Company's Class A common stock by the Company and its affiliated purchasers made during the three months ended March 31, 2026:
| Period | Total Numberof SharesPurchased (1) | Average PricePaid Per Share (2) | Total Numberof SharesPurchased asPart of PubliclyAnnouncedPlans orPrograms (1) | ApproximateDollar Value ofShares thatMay Yet BePurchasedUnder the Plansor Programs(in thousands) (1)(3) |
|---|---|---|---|---|
| January 1, 2026 to January 31, 2026 | 113,637 | $202.47 | 113,637 | $1,110,146 |
| February 1, 2026 to February 28, 2026 | 74,182 | $206.27 | 74,182 | $1,094,844 |
| March 1, 2026 to March 31, 2026 | 3,136,179 | $255.09 | 3,136,179 | $294,844 |
| Total | 3,323,998 | 3,323,998 |
(1)
Includes shares of our Class A common stock (i) delivered under the ASR Agreement and (ii) repurchased under a Rule 10b5-1 trading plan, in each case in connection with our previously announced share repurchase program of $2.0 billion.
(2)
Average price paid per share excludes any broker commissions and other costs of execution, including excise taxes. Under the ASR Agreement, on March 11, 2026, the Company paid $800 million to Morgan Stanley & Co. LLC and received an initial delivery of 3,136,179 shares of Class A common stock with additional shares expected to be delivered by June 2026. 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.
(3)
On March 10, 2026, we announced that we had entered into a new Rule 10b5-1 trading plan, with repurchases contemplated thereunder to commence immediately following the completion of the ASR Agreement. 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.
Unregistered Sales of Equity Securities
None.
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