TKO Group Holdings, Inc.

(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Administrative Officer Stepping Down

On October 29, 2026, Seth Krauss, Chief Administrative Officer and Senior Counsel and a named executive officer of TKO Group Holdings, Inc. (the “Company”), notified the Company he was stepping down from such position, effective November 4, 2026 (the “Transition Date”). Following the Transition Date, Mr. Krauss will remain employed with the Company until January 15, 2027 in a non-executive officer role as Senior Counsel, pursuant to the terms and conditions of his existing employment agreement (other than with respect to his position and duties).

Amendment to Employment Agreement with Mr. Schleimer

On November 2, 2026, the Company entered into an amendment to Andrew Schleimer’s existing employment agreement (the “Schleimer Amendment”), which, absent the Schleimer Amendment, would have expired on December 31, 2026. The following represents a summary of the material terms of the Schleimer Amendment.

The Schleimer Amendment extends the term of Mr. Schleimer’s employment agreement to December 31, 2031 and provides for increases to Mr. Schleimer’s base salary and target bonus, effective January 1, 2027, to $2,500,000 each. In addition, on or promptly following the effectiveness of the Schleimer Amendment, Mr. Schleimer will receive an equity award of restricted stock units with a value of approximately $10,000,000 that will vest in five approximately equal installments on each of the one-year, two-year, three-year, four-year and five-year anniversaries of the effectiveness of the Schleimer Amendment, subject to Mr. Schleimer’s continued employment through the applicable vesting date (except in certain circumstance as provided in Mr. Schleimer's existing employment agreement). Further, in respect of fiscal year 2027 and each fiscal year commencing during the remainder of the term thereafter, Mr. Schleimer will be eligible to receive an annual equity award in respect of each such fiscal year, with a target equity award amount equal to $6,000,000. All other terms and conditions of Mr. Schleimer’s employment agreement remain unchanged and in full force and effect.

The foregoing summary of the Schleimer Amendment is not complete and is qualified in its entirety by reference to the Schleimer Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

(b) Material changes to the procedures by which security holders may recommend nominees to the Board.

None.

(c) Insider trading arrangements and policies.

Other than the below, during the three months ended September 30, 2026, no director or "officer" (as defined under 16a-1(f) of the Exchange Act) of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

On August 25, 2026, Shane Kapral, our Deputy Chief Financial Officer and principal accounting officer, entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “2026 Kapral

Trading Arrangement”). The 2026 Kapral Trading Arrangement provides for the sale of up to the net number of shares of Class A common stock underlying 11,259 restricted stock units received after giving effect to the number of shares sold to satisfy tax withholding obligations on each vesting date specified under the 2026 Kapral Trading Arrangement (such total number of shares is not determinable), with a plan end date of May 10, 2027.