TKO Group Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 3, 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.
Jun 30, 2026 · Filed Aug 3, 2026
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 2026-03-31; filed 2026-05-06.
0001193125-26-208992
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-03.
0001193125-26-330592
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.
83 unchanged; 37 reworded; 26 added; 8 removed; 0 previous and 5 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 (26)
Current report
Revenue increased by $238.7 million, or 18%, to $1,547.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Current report
UFC revenue increased by $119.8 million, or 29%. This increase was primarily due to $64.7 million of increased media rights, production and content revenue from higher media rights fees resulting from increases in contractual revenues, including the new content distribution agreement with Paramount that became effective in January 2026, partially offset by the impact of one fewer Numbered Event compared to the prior year. Additionally, UFC generated $59.0 million of higher partnerships revenue, largely driven by the UFC Freedom 250 event held at the White House, as well as revenue from new sponsors and increases in fees from renewals. The increase in revenue was also attributable to higher consumer products licensing revenue of $6.8 million, primarily due to higher royalties on UFC-branded products, including collectibles and event merchandise. These increases were partially offset by a $10.7 million decrease in live event revenue which was driven by lower ticket revenue due to the absence of ticket sales for UFC Freedom 250 and one fewer Numbered Event, partially offset by increased financial incentive packages and having one incremental event overall compared to the prior year.
Current report
WWE revenue increased by $64.7 million, or 12%. This increase was primarily due to $80.8 million of higher media rights, production and content revenue from media rights fees resulting from increases in contractual revenues, most notably the content distribution agreements with ESPN and Netflix. Additionally, WWE generated $12.7 million of increased consumer products licensing revenue related to the sale of WWE-branded products, including trading cards and other collectibles, as well as $4.9 million of higher partnerships revenue from new sponsors and increases in fees from renewals, compared to the prior year. These increases were partially offset by a $33.7 million decline in live event revenue due to lower ticket sales revenue almost exclusively associated with WrestleMania in Las Vegas, which was revisited for a second consecutive year.
Current report
IMG segment revenue increased by $48.1 million, or 16%. This increase was attributable to $66.4 million of higher live events and hospitality revenue primarily driven by hospitality sales from the FIFA World Cup 2026 at On Location. This increase was partially offset by lower media rights, production and content revenue of $16.2 million, primarily driven by the IMG business, as the loss of a contract for professional cycling was partially offset by increased demand for Stars on Ice, the touring figure skating show, following the Winter Olympics, as well as growth in Sport24, our live sports channel for airlines and cruise ships.
Current report
Corporate and Other revenue increased by $3.9 million, or 9%. This increase was primarily driven by $2.9 million of higher management fees for services primarily related to boxing. Additionally, PBR revenue increased by $1.0 million, or 2%, primarily due to higher live event revenue driven by the financial incentive package associated with the PBR Space Cowboys event at the U.S. Air Force Academy.
Current report
Revenue increased by $566.8 million, or 22%, to $3,144.0 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Current report
UFC revenue increased by $161.3 million, or 21%. This increase was primarily due to $115.9 million of increased media rights, production and content revenue from higher media rights fees resulting from increases in contractual revenues, including the new content distribution agreement with Paramount that became effective in January 2026, partially offset by the impact of one fewer Numbered Event compared to the prior year. Additionally, UFC generated $61.8 million of higher partnerships revenue, largely driven by the UFC Freedom 250 event held at the White House, as well as revenue from new sponsors and increases in fees from renewals. The increase in revenue was also attributable to higher consumer products licensing revenue of $4.4 million, primarily due to higher royalties on UFC-branded products, most notably collectibles. These increases were partially offset by a $20.8 million decrease in live event revenue, primarily from lower ticket revenue due to the absence of ticket sales for UFC Freedom 250 and one fewer Numbered Event.
Current report
IMG segment revenue increased by $227.2 million, or 29%. This increase was primarily attributable to $245.6 million of higher live events and hospitality revenue primarily driven by hospitality related sales from the 2026 Milano Cortina Olympics and the FIFA World Cup 2026 at On Location. This increase was partially offset by lower media rights, production and content revenue of $17.3 million, primarily driven by the IMG business, as the loss of a contract for professional cycling was partially offset by increased demand for Stars on Ice, the touring figure skating show, following the Winter Olympics, as well as growth in Sport24, our live sports channel for airlines and cruise ships.
Current report
Direct operating costs increased by $79.7 million, or 17%, to $556.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Current report
UFC direct operating costs increased by $75.9 million, or 65%. This increase was due to $77.2 million of higher production, athlete, and event-related costs, which were primarily associated with the UFC Freedom 250 event held at the White House with no such comparable event in the prior year, partially offset by the impact of one fewer Numbered Event compared to the prior year.
Current report
WWE direct operating costs increased by $15.5 million, or 11%. This increase was primarily driven by $14.9 million of higher talent, production, and event-related costs associated with WWE's weekly television programming and premium live events, including WrestleMania 42 in Las Vegas and higher logistics costs for additional international events compared to the prior year.
Current report
IMG segment direct operating costs decreased by $14.2 million, or 7%. This decrease was primarily driven by the end of a contract for professional cycling at the IMG business compared to the prior year.
Current report
Corporate and Other direct operating costs decreased by $1.8 million, or 6%. This decrease was primarily driven by $2.4 million of lower event-related costs at PBR from holding ten fewer events due to a strategic review to remove non-core events compared to the prior year.
Current report
Direct operating costs increased by $246.5 million, or 24%, to $1,290.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Current report
Selling, general and administrative expenses increased by $98.4 million, or 27%, to $462.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Current report
UFC selling, general and administrative expenses increased by $9.4 million, or 15%. This increase was primarily driven by $6.1 million of higher travel costs largely associated with the staging of the UFC Freedom 250 event at the White House and additional international events compared to the prior year.
Current report
Corporate and Other selling, general and administrative expenses increased by $79.9 million, or 67%. This increase was primarily driven by $61.4 million of higher legal fees associated with certain litigation matters, including the Company's estimated loss of $30.0 million reflecting the Company’s liability net of probable insurance recoveries and $25.6 million of professional fees associated with stockholder litigation related to WWE, as well as $18.5 million of higher personnel and other operating expenses compared to the prior year.
Current report
Selling, general and administrative expenses increased by $115.3 million, or 16%, to $842.9 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Current report
UFC selling, general and administrative expenses increased by $14.9 million, or 13%. This increase was primarily driven by $15.1 million of higher personnel and travel costs compared to the prior year, including costs associated with the staging of the UFC Freedom 250 event at the White House with no such comparable event in the prior year.
Current report
Corporate and Other selling, general and administrative expenses increased by $72.5 million, or 27%. This increase was primarily driven by $78.1 million of higher legal fees associated with certain litigation matters, including the Company's estimated loss of $30.0 million reflecting the Company’s liability net of probable insurance recoveries and
Current report
Depreciation and amortization decreased by $0.9 million, or 1%, to $98.5 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Current report
Adjusted EBITDA for the three months ended June 30, 2026 decreased by $0.3 million compared to the three months ended June 30, 2025. This decrease was primarily driven by $7.9 million of higher personnel and other operating expenses compared to the prior year. Partially offsetting these costs were $2.9 million of incremental revenue from higher management fees for services primarily related to boxing. Additionally, PBR revenue increased by $1.0 million due to higher live event revenue, while expenses at PBR declined by $3.7 million primarily due to lower event-related costs from holding fewer events.
Current report
For the three months ended June 30, 2026, the Company recognized $2.5 million of third-party transactions costs associated with the Company's debt refinancing transactions as described in Note 8, Debt.
Current report
On May 28, 2026, TKO Worldwide Holdings entered into the Seventh Refinancing Amendment to the First Lien Credit Agreement (the “Credit Agreement Refinancing Amendment”). The Credit Agreement Refinancing Amendment amended the First
Current report
Lien Credit Agreement to, among other things, (i) refinance and replace the outstanding Prior Term Loans with a new class of first lien secured term loans (the “New Term Loans”), the aggregate principal amount of which was unchanged at $4.6 billion, (ii) reduce the applicable interest margin on the New Term Loans by 25 basis points, (iii) reduce the applicable interest rate margin on the Revolving Credit Facility by 25 basis points and (iv) make certain other changes to the First Lien Credit Agreement. In connection with the Credit Agreement Refinancing Amendment, approximately $29.9 million of Prior Term Loans held by lenders that did not participate in the modified syndication was repaid and replaced with an equal amount funded by new lenders. The Credit Facilities are secured by liens on substantially all of the assets of TKO Guarantor and TKO Worldwide Holdings and certain subsidiaries thereof.
Current report
For the three months ended June 30, 2026 and 2025, the Company's board of directors declared quarterly cash dividends of $0.79 per share and $0.38 per share, respectively. For the six months ended June 30, 2026 and 2025, aggregate cash dividends declared were $1.57 per share and $0.76 per share, respectively. These dividend payments represented TKO’s portion of the pro rata distributions from TKO OpCo to its equity holders
Removed paragraphs (8)
Previous report
Revenue increased by $328.1 million, or 26%, to $1,596.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Previous report
UFC revenue increased by $41.5 million, or 12%. This increase was primarily due to $51.2 million of increased media rights, production and content revenue from higher media rights fees resulting from increases in contractual revenues, including the new content distribution agreement with Paramount that became effective in January 2026, partially offset by two fewer Fight Night events compared to the prior year. Additionally, UFC generated $2.8 million of higher partnerships revenue from new sponsors and increases in fees from renewals, partially offset by the impact of two fewer Fight Night events compared to the prior year. These increases were partially offset by a decline of $10.1 million in live event revenue driven primarily by lower financial incentive packages which were associated with a Fight Night event held in Saudi Arabia in the prior year, which more than offset higher ticket sales revenue compared to the prior year. Further, a decrease of $2.4 million in consumer products licensing revenue resulted from lower royalties on UFC-branded products compared to the prior year.
Previous report
IMG revenue increased by $179.1 million, or 38%. This increase was attributable to $177.5 million of revenue generated at On Location primarily driven by hospitality related revenues from the 2026 Milano Cortina Olympics. Additionally, higher revenues of $1.7 million from the IMG business driven by the impact of new production agreements and commissions for a boxing event were partially offset by the biennial impact of the Arabian Gulf Cup.
Previous report
Direct operating costs increased by $166.8 million, or 29%, to $734.4 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Previous report
Selling, general and administrative expenses increased by $16.9 million, or 5%, to $380.2 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Previous report
Net Income Attributable to Non-Controlling Interests
Previous report
Net income attributable to non-controlling interests was income of $160.4 million and $107.1 million for the three months ended March 31, 2026 and 2025, respectively. The change was primarily due to the change in the amount of reported net income for the three months ended March 31, 2026 as compared to the reported net income for the three months ended March 31, 2025.
Previous report
During the three months ended March 31, 2026, our board declared a quarterly cash dividend of $0.78 per share, compared to $0.38 per share in the prior-year period. The dividend represented TKO’s share of pro rata distributions made by TKO OpCo to its equity holders.
Reworded paragraphs (37)
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, 2026 and 2025. Certain prior period amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
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, 2026 and 2025. Certain prior period amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
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 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.
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 for the Zuffa Boxing brand as well as promotional services TKO provides for boxing events.
Previous wording
The following is a discussion of our consolidated results of operations for the three months ended March 31, 2026 and 2025. 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, 2026 and 2025. 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 $84.2 million, or 22%. This increase was due to $47.2 million of increased live event revenue, primarily driven by the financial incentive package for Royal Rumble in Riyadh, Saudi Arabia. The increase was also due to $30.1 million of higher media rights, production and content revenue from media rights fees resulting from increases in contractual revenues, including the content distribution agreements with Netflix and ESPN. Additionally, WWE generated $6.3 million of increased consumer products licensing revenue related to the sale of WWE-branded products, including mobile games and collectibles, compared to the prior year.
Current wording
WWE revenue increased by $148.9 million, or 16%. This increase was primarily due to $110.9 million of higher media rights, production and content revenue from media rights fees resulting from increases in contractual revenues, including the content distribution agreements with Netflix and ESPN. Additionally, WWE generated $19.0 million of increased consumer products licensing revenue related to the sale of WWE-branded products, including mobile games and collectibles, compared to the prior year. The increase in revenue was also attributable to $13.5 million of higher live event revenue driven by the impact of financial incentive packages associated with an additional premium live event in Saudi Arabia, which was offset by lower ticket sales revenue primarily due to WrestleMania in Las Vegas, which was revisited for a second consecutive year. WWE also generated $5.5 million of higher partnerships revenue from new sponsors and increase in fees from renewals.
Previous wording
Corporate and Other revenue increased by $19.5 million, or 36%. This increase was primarily driven by $9.9 million of higher management fees for services primarily related to boxing. Additionally, PBR revenue increased by $9.5 million, or 17%, due to higher media rights fees primarily driven by the content distribution agreement with Paramount that became effective in November 2025, as well as higher partnerships revenue from new sponsors and increases in fees from renewals.
Current wording
Corporate and Other revenue increased by $23.4 million, or 24%. This increase was primarily driven by $12.9 million of higher management fees for services primarily related to boxing. Additionally, PBR revenue increased by $10.5 million, or 11%, due to higher media rights fees primarily driven by the content distribution agreement with Paramount that became effective in November 2025, as well as higher partnerships revenue from new sponsors and increases in fees from renewals.
Previous wording
UFC direct operating costs increased by $9.0 million, or 10%. This increase was due to $8.6 million of higher athlete, production, marketing and other event-related costs primarily associated with UFC 324, which was the inaugural event under the new content distribution agreement with Paramount.
Current wording
UFC direct operating costs increased by $84.9 million, or 41%. This increase was due to $85.2 million of higher athlete, production, and event-related costs primarily associated with the UFC Freedom 250 event held at the White House and UFC 324, which was the inaugural event under the new content distribution agreement with Paramount, partially offset by the impact of one fewer Numbered Event compared to the prior year.
Previous wording
WWE direct operating costs increased by $16.6 million, or 13%. This increase was primarily driven by $18.3 million of higher talent and production costs associated with WWE's weekly television programming and premium live events, including Royal Rumble in Riyadh, Saudi Arabia compared to that event being held domestically in the prior year.
Current wording
WWE direct operating costs increased by $32.1 million, or 12%. This increase was primarily driven by $31.9 million of higher talent, production, and event-related costs associated with WWE's weekly television programming and premium live events, including WrestleMania 42 in Las Vegas and higher logistics costs for additional international events, including Royal Rumble in Saudi Arabia compared to the prior year.
Previous wording
IMG segment direct operating costs increased by $138.2 million, or 42%. This increase was primarily driven by incremental costs of $139.4 million from On Location, largely related to the impact of the 2026 Milano Cortina Olympics. Direct operating costs declined by $1.2 million in the IMG business as the biennial impact of the Arabian Gulf Cup was partially offset by increased costs associated with new production agreements.
Current wording
IMG segment direct operating costs increased by $124.0 million, or 23%. This increase was primarily driven by incremental costs related to the impact of the 2026 Milano Cortina Olympics and the FIFA World Cup 2026 at On Location, partially offset by the end of a contract for professional cycling at the IMG business compared to the prior year.
Previous wording
Corporate and Other direct operating costs decreased by $2.5 million, or 7%. This decrease was primarily driven by service fees paid to EGH 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 $4.3 million, or 6%. This decrease was primarily driven by service fees paid to EGH 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. Direct operating costs also declined $1.0 million driven by lower event-related costs at PBR from holding fewer events due to a strategic review to remove non-core events compared to the prior year.
Previous wording
UFC selling, general and administrative expenses increased by $5.5 million, or 11%. This increase was primarily driven by $7.2 million of higher personnel and travel costs compared to the prior year.
Current wording
IMG segment selling, general, and administrative expenses increased by $6.5 million, or 8%. This increase was primarily driven by higher personnel and travel costs compared to the prior year.
Previous wording
WWE selling, general and administrative expenses increased by $3.2 million, or 4%. The increase is primarily attributable to $3.6 million of higher travel costs driven by the increase in number of international events compared to the prior year.
Current wording
WWE selling, general and administrative expenses increased by $7.7 million, or 4%. The increase is primarily attributable to $13.9 million of higher travel costs driven by the increase in number of international events compared to the prior year, partially offset by $8.5 million of lower personnel costs.
Previous wording
IMG segment selling, general, and administrative expenses increased by $17.5 million, or 22%. This increase was primarily driven by $10.4 million of higher personnel and travel costs, as well as other costs associated with the 2026 Milano Cortina Olympics at On Location.
Current wording
IMG segment selling, general, and administrative expenses increased by $24.1 million, or 14%. This increase was primarily driven by $16.9 million of higher personnel and travel costs, as well as other costs associated with the 2026 Milano Cortina Olympics and the FIFA World Cup 2026 at On Location.
Previous wording
Corporate and Other selling, general and administrative expenses decreased by $7.4 million, or 5%. This decrease was primarily driven by $37.4 million of lower professional fees associated with strategic transactions, primarily the Endeavor Asset Acquisition, and the impact of $21.7 million of lower corporate allocated costs from EGH to the Acquired Businesses, compared to the prior year. These decreases were mostly offset by $35.0 million of higher personnel and other operating expenses, as well as $16.7 million of higher legal fees associated with certain litigation matters.
Current wording
$42.0 million of professional fees associated with stockholder litigation related to WWE, as well as $50.8 million of higher personnel and other operating expenses. These increases were partially offset by $34.7 million of lower professional fees associated with strategic transactions, primarily the Endeavor Asset Acquisition, and the impact of $21.7 million of lower corporate allocated costs from EGH to the Acquired Businesses, compared to the prior year.
Previous wording
Depreciation and amortization increased by $43.3 million, or 43%, to $143.8 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily driven by a $44.1 million acceleration of WWE customer relationship assets following the modification of a related media revenue arrangement during the third quarter of 2025.
Current wording
Depreciation and amortization increased $42.4 million, or 21%, to $242.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by a $40.8 million increase in amortization expense attributable to the acceleration of WWE customer relationship assets following the modification of a related media revenue arrangement during the third quarter of 2025.
Previous wording
Interest expense, net increased by $15.8 million, or 35%, to $60.6 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase was driven primarily by incremental interest expense from higher debt levels maintained during the current year period as compared to the prior year period due to the $1.0 billion and $900.0 million incremental first lien term loans entered in September 2025 and March 2026, respectively.
Current wording
Interest expense, net increased by $22.4 million, or 46%, to $70.6 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was driven primarily by incremental interest expense from higher debt levels maintained during the current year as compared to the prior year due to the $1.0 billion and $900.0 million incremental first lien term loans entered in September 2025 and March 2026, respectively, partially offset by the impact of lower interest rates effective May 28, 2026 associated with the debt refinancing transaction which repriced the facility.
Previous wording
Other income (expense), net for the three months ended March 31, 2026 and 2025 includes net gains and losses on foreign currency transactions and other miscellaneous nonoperating gains and losses. During the three months ended March 31, 2025, other income (expense), net also includes a net loss of $4.7 million on the sale of certain equity method investments, partially offset by a gain of $1.3 million on the sale of PBR's former headquarters.
Current wording
Other income (expense), net for the three and six months ended June 30, 2026 and 2025 includes net gains and losses on foreign currency transactions and other miscellaneous nonoperating gains and losses. During the three months ended June 30, 2025, other income (expense), net also includes a net gain of $2.2 million related to the sale of certain equity method investments. During the six months ended June 30, 2025, other income (expense), net also includes a net loss of $2.5 million on the sale of certain equity method investments, partially offset by a gain of $1.3 million on the sale of PBR’s former headquarters.
Previous wording
For the three months ended March 31, 2026, TKO recorded a provision for income taxes of $34.0 million compared to $21.2 million for the three months ended March 31, 2025. This change was primarily related to increased pretax income for the three months ended March 31, 2026.
Current wording
For the three months ended June 30, 2026, TKO recorded a provision for income taxes of $53.2 million compared to a provision of $46.5 million for the three months ended June 30, 2025. This change was primarily related to increased pretax income for the three months ended June 30, 2026.
Previous wording
The following tables set forth Revenue and Adjusted EBITDA for each of our segments for the three months ended March 31, 2026 and 2025:
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, 2026 and 2025:
Previous wording
The following table sets forth our UFC segment results for the three months ended March 31, 2026 and 2025:
Current wording
The following table sets forth our UFC segment results for the three and six months ended June 30, 2026 and 2025:
Previous wording
The following table sets forth our WWE segment results for the three months ended March 31, 2026 and 2025:
Current wording
The following table sets forth our WWE segment results for the three and six months ended June 30, 2026 and 2025:
Previous wording
The following table sets forth our IMG segment results for the three months ended March 31, 2026 and 2025:
Current wording
The following table sets forth our IMG segment results for the three and six months ended June 30, 2026 and 2025:
Previous wording
The following table sets forth results for Corporate and Other for the three months ended March 31, 2026 and 2025:
Current wording
The following table sets forth results for Corporate and Other for the three and six months ended June 30, 2026 and 2025:
Previous wording
The following table sets forth our operating metrics for PBR for the three months ended March 31, 2026 and 2025:
Current wording
The following table sets forth our operating metrics for PBR for the three and six months ended June 30, 2026 and 2025:
Previous wording
Adjusted EBITDA for the three months ended March 31, 2026 increased by $19.3 million, or 25%, compared to the three months ended March 31, 2025. This increase was primarily driven by the impact of $21.7 million of lower corporate allocated costs from Endeavor Group Holdings, Inc. to the Acquired Businesses and $9.9 million of incremental revenue from higher management fees for services primarily related to boxing. Additionally, PBR revenue increased by $9.5 million, or 17%, due to higher media rights fees and partnerships revenue. These revenue increases were partially offset by $21.8 million of higher cost of personnel and other operating expenses compared to the prior year.
Current wording
Adjusted EBITDA for the six months ended June 30, 2026 increased by $19.0 million, or 12%, compared to the six months ended June 30, 2025. This increase was primarily driven by the impact of $21.7 million of lower corporate allocated costs from Endeavor Group Holdings, Inc. to the Acquired Businesses and incremental revenue from $12.9 million of higher management fees for services primarily related to boxing. Additionally, PBR revenue increased by $10.5 million due to higher media rights fees and partnerships revenue, while expenses at PBR declined by $2.9 million primarily due to lower event-related costs from holding fewer events. These increases were partially offset by $29.0 million of higher personnel and other operating expenses compared to the prior year.
Previous wording
Includes costs, net of insurance recoveries, related to certain litigation matters including antitrust lawsuits for UFC and stockholder litigation related to WWE and Endeavor.
Current wording
Includes costs, net of insurance recoveries, related to certain litigation matters including antitrust lawsuits for UFC and stockholder litigation related to WWE and Endeavor. For the three and six months ended June 30, 2026, these costs include an estimated loss of $30.0 million reflecting the Company’s liability net of probable insurance recoveries, as well as $25.6 million and $42.0 million, respectively, of professional fees, associated with stockholder litigation related to WWE.
Previous wording
Includes other miscellaneous nonoperating gains and losses. During the three months ended March 31, 2025, other adjustments includes a net loss of $4.7 million on the sale of certain equity method investments, partially offset by a gain of $1.3 million on the sale of PBR’s former headquarters.
Current wording
Includes other miscellaneous nonoperating gains and losses. During the three and six months ended June 30, 2026, other adjustments include a $4.4 million impairment of an equity method investment, partially offset by miscellaneous nonoperating income. During the three months ended June 30, 2025, other adjustments include a net gain of $2.2 million related to the sale of certain equity method investments. During the six months ended June 30, 2025, other adjustments includes a net loss of $2.5 million on the sale of certain equity method investments, partially offset by a gain of $1.3 million on the sale of PBR’s former headquarters.
Previous wording
As of March 31, 2026 and December 31, 2025, we had $4.6 billion and $3.7 billion, respectively, outstanding under a credit agreement dated August 18, 2016 (as amended and/or restated, the “First Lien Credit Agreement”). On March 10, 2026, TKO Worldwide Holdings entered into an amendment to the First Lien Credit Agreement to, among other things, (i) provide for an additional $900.0 million incremental first lien secured term loan (“Incremental Term Loan”) as a fungible increase to the existing first lien secured term loans of $3.7 billion (the “Existing Term Loans” and together with the Incremental Term Loan, the “Term Loans”), (ii) upsize the revolving credit facility under the existing credit agreement from $205.0 million to $350.0 million (the “Revolving Credit Facility” and together with the Term Loans, the “Credit Facilities”), and (iii) make certain other changes to the First Lien Credit Agreement. As of March 31, 2026 and December 31, 2025, there were no borrowings outstanding under the Revolving Credit Facility.
Current wording
As of June 30, 2026 and December 31, 2025, we had $4.6 billion and $3.7 billion, respectively, outstanding under a credit agreement dated August 18, 2016 (as amended and/or restated, the “First Lien Credit Agreement”). On March 10, 2026, TKO Worldwide Holdings entered into an amendment to the First Lien Credit Agreement to, among other things, (i) provide for an additional $900.0 million incremental first lien secured term loan (“Incremental Term Loan”) as a fungible increase to the existing first lien secured term loans of $3.7 billion (collectively, the “Prior Term Loans”), (ii) upsize the revolving credit facility under the existing credit agreement from $205.0 million to $350.0 million (the “Revolving Credit Facility” and together with term loans provided under the First Lien Credit Agreement, the “Credit Facilities”), and (iii) make certain other changes to the First Lien Credit Agreement.
Previous wording
The Incremental Term Loan bears interest at a variable interest rate equal to either, at the option of TKO Worldwide Holdings, Term SOFR or the ABR plus, in each case, an applicable margin. SOFR term loans accrue interest at a rate equal to Term SOFR plus 2.00%, with a SOFR floor of 0.00%. ABR term loans accrue interest at a rate equal to (i) the highest of (a) the Federal Funds Effective Rate plus 0.5%, (b) the prime rate in effect for such day, and (c) Term SOFR for a one-month interest period plus (ii) 1.00%, with an ABR floor of 1.00%. The Incremental Term Loan has the same amortization schedule as the existing first lien term loans, amortizing at 1% per annum, and matures on November 21, 2031.
Current wording
Following the Credit Agreement Refinancing Amendment, the New Term Loans bear interest at a variable interest rate equal to either, at the option of TKO Worldwide Holdings, Term SOFR or the ABR plus, in each case, an applicable margin. SOFR term loans accrue interest at a rate equal to Term SOFR plus 1.75%, with a SOFR floor of 0.00%. The New Term Loans' interest rate totaled 5.41% as of June 30, 2026. ABR term loans accrue interest at a rate equal to (i) the highest of (a) the Federal Funds Effective Rate plus 0.5%, (b) the prime rate in effect for such day, and (c) Term SOFR for a one-month interest period plus (ii) 0.75%, with an ABR floor of 1.00%. The New Term Loans have the same amortization schedule as the Prior Term Loans they replaced, amortizing at 1% per annum, and maturing on November 21, 2031.
Previous wording
The loans made pursuant to the upsized Revolving Credit Facility bear interest at a variable interest rate equal to either, at the option of TKO Worldwide Holdings, Term SOFR or the ABR plus, in each case, an applicable margin. SOFR revolving loans accrue interest at a rate equal to Term SOFR plus 1.50%-1.75%, depending on the First Lien Leverage Ratio (as defined in the First Lien Credit Agreement), with a SOFR floor of 0.00%. ABR revolving loans accrue interest at a rate equal to (i) the highest of (a) the Federal Funds Effective Rate plus 0.5%, (b) the prime rate in effect for such day, and (c) Term SOFR for a one-month interest period plus (ii) 0.50%-0.75%, with an ABR floor of 1.00%. The Revolving Credit Facility matures on September 15, 2030.
Current wording
The loans made pursuant to the upsized Revolving Credit Facility bear interest at a variable interest rate equal to either, at the option of TKO Worldwide Holdings, Term SOFR or the ABR plus, in each case, an applicable margin. Following the Credit Agreement Refinancing Amendment, the leverage-based step-down mechanism previously applicable to the Revolving Credit Facility was eliminated. SOFR revolving loans accrue interest at a rate equal to Term SOFR plus 1.50%, with a SOFR floor of 0.00%. ABR revolving loans accrue interest at a rate equal to (i) the highest of (a) the Federal Funds Effective Rate plus 0.5%, (b) the prime rate in effect for such day, and (c) Term SOFR for a one-month interest period plus (ii) 0.50%, with an ABR floor of 1.00%. The Revolving Credit Facility matures on September 15, 2030.
Previous wording
During the three months ended March 31, 2026, we capitalized $14.8 million in transaction costs related to the amendments associated with the First Lien Credit Agreement. Of these amounts, $11.0 million was capitalized as a component of long-term debt related to the Incremental Term Loan and $3.8 million was capitalized as a component of other assets related to increasing the borrowing capacity of the Revolving Credit Facility.
Current wording
The Company capitalized $14.8 million in transaction costs related to the First Lien Credit Agreement amendment during the six months ended June 30, 2026. Of these amounts, $11.0 million was capitalized as a component of long-term debt related to the Incremental Term Loan and $3.8 million was capitalized as a component of other assets related to increasing the borrowing capacity of the Revolving Credit Facility. In addition, in connection with the Credit Agreement Refinancing Amendment, the Company incurred transaction costs of approximately $2.5 million during the three and six months ended June 30, 2026. Substantially all of these costs related to debt modification and were expensed as incurred, with an immaterial amount capitalized as a component of long-term debt related to new term loan lenders and the modification of the Revolving Credit Facility.
Previous wording
As of March 31, 2026 and December 31, 2025, the Company had $62.3 million and $63.1 million, respectively, of other secured loans outstanding, which were entered into in order to finance the purchase of certain assets. Principal amortization is payable in monthly installments with any remaining balance payable on the final maturity dates of November 1, 2028 and January 1, 2031.
Current wording
As of June 30, 2026 and December 31, 2025, the Company had $61.3 million and $63.1 million, respectively, of other secured loans outstanding, which were entered into in order to finance the purchase of certain assets. Principal amortization is payable in monthly installments with any remaining balance payable on the final maturity dates of November 1, 2028 and January 1, 2031.
Previous wording
During the three months ended March 31, 2026, we continued to return capital to shareholders through share repurchases and dividends. From January 1, 2026 through February 26, 2026, we repurchased 187,819 shares for $38.3 million under our previously existing Rule 10b5-1 trading plan. On March 10, 2026, we entered into an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase $800.0 million of our Class A common stock and received an initial delivery of 3,136,179 shares. On March 10, 2026, we also entered into a new Rule 10b5-1 trading plan for up to $200.0 million of additional repurchases, which becomes effective upon completion of the ASR Agreement.
Current wording
During the three and six months ended June 30, 2026, we continued to return capital to shareholders through share repurchases and dividends. From January 1, 2026 through February 26, 2026, we repurchased 187,819 shares for $38.3 million under our previously existing Rule 10b5-1 trading plan, which expired on February 26, 2026. We entered into a new Rule 10b5-1 trading plan on March 10, 2026 for up to $200.0 million of additional repurchases. This plan was subsequently amended on May 11, 2026 to change the commencement date to May 14, 2026. During the period from May 14, 2026 through June 30, 2026, we repurchased 648,919 shares for $129.3 million under the new Rule 10b5-1 trading plan. The new 10b5-1 Plan was completed on July 22, 2026, with the repurchase of 373,515 shares of TKO Class A common stock for an aggregate purchase price of $70.7 million occurring during July 2026.
Previous wording
Operating activities increased from $162.8 million of cash provided in the three months ended March 31, 2025 to $694.5 million of cash provided in the three months ended March 31, 2026. Cash provided in the three months ended March 31, 2026 was primarily due to net income for the period of $249.8 million, which included certain non-cash items, including depreciation and amortization of $143.8 million and equity-based compensation of $39.6 million, as well as an increase in restricted cash of $582.4 million related to On Location for the FIFA World Cup 2026. These increases were partially offset by the timing of revenue recognition in advance of cash collections from customers as well as the timing of annual bonus payments. 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 $559.0 million of cash provided in the six months ended June 30, 2025 to $1,068.5 million of cash provided in the six months ended June 30, 2026. Cash provided in the six months ended June 30, 2026 was primarily due to net income for the period of $553.7 million, which included certain non-cash items, including depreciation and amortization of $242.3 million and equity-based compensation of $80.0 million, as well as an increase in restricted cash of $604.8 million related to On Location for the FIFA World Cup 2026. These increases were partially offset by the timing of revenue recognition in advance of cash collections from customers as well as the timing of annual bonus payments. 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 decreased from $31.0 million of cash used in the three months ended March 31, 2025 to $21.5 million of cash used in the three months ended March 31, 2026. Cash used in the three months ended March 31, 2026 primarily reflects payments for property, buildings and equipment of $20.0 million and investments in affiliates of $2.0 million. 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.
Current wording
Investing activities decreased from $49.7 million of cash used in the six months ended June 30, 2025 to $47.9 million of cash used in the six months ended June 30, 2026. Cash used in the six months ended June 30, 2026 primarily reflects payments for property, buildings and equipment of $44.4 million and investments in affiliates of $4.0 million. 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.
Previous wording
Financing activities decreased from $185.7 million of cash used in the three months ended March 31, 2025 to $127.5 million of cash used in the three months ended March 31, 2026. Cash used in the three months ended March 31, 2026 primarily reflects payments for share repurchases of $838.3 million, distributions to EGH and its subsidiaries of $90.8 million, dividends paid to holders of TKO Class A common stock of $58.5 million, and net payments of $31.8 million to repay our outstanding debt and refinance our existing first lien term loan. These payments were partially offset by net proceeds of $900.0 million received from the upsizing of the Company's existing first lien term loan in March 2026. 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.
Current wording
Financing activities increased from $346.0 million of cash used in the six months ended June 30, 2025 to $651.0 million of cash used in the six months ended June 30, 2026. Cash used in the six months ended June 30, 2026 primarily reflects payments for share repurchases of $967.6 million, distributions to EGH and its subsidiaries of $408.0 million, dividends paid to holders of TKO Class A common stock of $117.3 million, and net payments of $78.5 million to repay our outstanding debt and refinance our existing first lien term loan. These payments were partially offset by proceeds of $929.9 million received from the upsizing and repricing of the Company's existing first lien term loan. 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.
Previous wording
TKO’s sources of liquidity are (1) cash on hand, (2) cash flows from operations and (3) available borrowings under the Credit Facilities (which borrowings would be subject to certain restrictive covenants contained therein). Based on our current expectations, we believe that these sources of liquidity will be sufficient to fund our working capital requirements and to meet our commitments, including long-term debt service, for at least the next 12 months.
Current wording
TKO’s sources of liquidity are (1) unrestricted cash on hand, (2) cash flows from operations and (3) available borrowings under the Credit Facilities (which borrowings would be subject to certain restrictive covenants contained therein). Based on our current expectations, we believe that these sources of liquidity will be sufficient to fund our working capital requirements and to meet our commitments, including long-term debt service, for at least the next 12 months.
Previous wording
For a description of our policies regarding our critical accounting estimates, see “Critical Accounting Estimates” in our 2025 Annual Report. During the three months ended March 31, 2026, 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 2025 Annual Report.
Current wording
For a description of our policies regarding our critical accounting estimates, see “Critical Accounting Estimates” in our 2025 Annual Report. During the six months ended June 30, 2026, 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 2025 Annual Report.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
WWE selling, general and administrative expenses increased by $4.5 million, or 5%. The increase is primarily attributable to $10.3 million of higher travel costs driven by the increase in number of international events compared to the prior year, partially offset by $6.1 million of lower personnel costs.
Current report — wording carried from elsewhere
Interest expense, net increased by $38.2 million, or 41%, to $131.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This increase was driven primarily by incremental interest expense from higher debt levels maintained during the current year as compared to the prior year due to the $1.0 billion and $900.0 million incremental first lien term loans entered in September 2025 and March 2026, respectively, partially offset by the impact of lower interest rates effective May 28, 2026 associated with the debt repricing transaction which repriced the facility.
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, TKO recorded a provision for income taxes of $87.2 million compared to a provision of $67.7 million for the six months ended June 30, 2025. This change was primarily related to increased pretax income for the six months ended June 30, 2026.
Current report — wording carried from elsewhere
As of June 30, 2026 and December 31, 2025, there were no borrowings outstanding under the Revolving Credit Facility.
Current report — wording carried from elsewhere
On March 10, 2026, we entered into an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase $800.0 million of our Class A common stock, and received an initial delivery of 3,136,179 shares on March 11, 2026. The valuation period under the ASR Agreement ended on June 30, 2026, and we received final delivery of 1,031,119 shares on July 1, 2026.